Exhibit 10.1


 




OCWEN
FINANCIAL CORPORATION


2017
PERFORMANCE INCENTIVE PLAN


 


		1.	PURPOSE
                                         OF PLAN



The
purpose of this Ocwen Financial Corporation 2017 Performance Incentive Plan (this “Plan”) of Ocwen Financial
Corporation, a Florida corporation (the “Corporation”), is to promote the success of the Corporation by providing
an additional means through the grant of awards to attract, motivate, retain and reward selected employees and other eligible
persons and to enhance the alignment of the interests of the selected participants with the interests of the Corporation’s
stockholders.


		2.	ELIGIBILITY



The
Administrator (as such term is defined in Section 3.1) may grant awards under this Plan only to those persons that the Administrator
determines to be Eligible Persons. An “Eligible Person” is any person who is either: (a) an officer (whether
or not a director) or employee of the Corporation or one of its Subsidiaries; (b) a director of the Corporation or one of its
Subsidiaries; or (c) an individual consultant or advisor who renders or has rendered bona fide services (other than services in
connection with the offering or sale of securities of the Corporation or one of its Subsidiaries in a capital-raising transaction
or as a market maker or promoter of securities of the Corporation or one of its Subsidiaries) to the Corporation or one of its
Subsidiaries and who is selected to participate in this Plan by the Administrator; provided, however, that a person who is otherwise
an Eligible Person under clause (c) above may participate in this Plan only if such participation would not adversely affect either
the Corporation’s eligibility to use Form S-8 to register under the Securities Act of 1933, as amended (the “Securities
Act”), the offering and sale of shares issuable under this Plan by the Corporation or the Corporation’s compliance
with any other applicable laws. An Eligible Person who has been granted an award (a “participant”) may, if otherwise
eligible, be granted additional awards if the Administrator shall so determine. As used herein, “Subsidiary”
means any corporation or other entity a majority of whose outstanding voting stock or voting power is beneficially owned directly
or indirectly by the Corporation; and “Board” means the Board of Directors of the Corporation.


		3.	PLAN ADMINISTRATION



		3.1	The
                                         Administrator. This Plan shall be administered by and all awards under this Plan
                                         shall be authorized by the Administrator. The “Administrator” means
                                         the Board or one or more committees (or subcommittees, as the case may be) appointed
                                         by the Board or another committee (within its delegated authority) to administer all
                                         or certain aspects of this Plan. Any such committee shall be comprised solely of one
                                         or more directors or such number of directors as may be required under applicable law.
                                         A committee may delegate some or all of its authority to another committee so constituted.
                                         The Board or a committee comprised solely of directors may also delegate, to the extent
                                         permitted by applicable law, to one or more officers of the Corporation, its authority
                                         under this Plan. The Board or another committee (within its delegated authority) may
                                         delegate different levels of authority to different committees or persons with administrative
                                         and grant authority under this Plan. Unless otherwise provided in the Bylaws of the Corporation
                                         or the applicable charter of any Administrator: (a) a majority of the members of the
                                         acting Administrator shall constitute a quorum, and (b) the vote of a majority of the
                                         members present assuming the presence of a quorum or the unanimous written consent of
                                         the members of the Administrator shall constitute action by the acting Administrator.



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		3.2	Powers
                                         of the Administrator. Subject to the express provisions of this Plan, the Administrator
                                         is authorized and empowered to do all things necessary or desirable in connection with
                                         the authorization of awards and the administration of this Plan (in the case of a committee
                                         or delegation to one or more officers, within any express limits on the authority delegated
                                         to that committee or person(s)), including, without limitation, the authority to:



		(a)	determine
                                         eligibility and, from among those persons determined to be eligible, determine the particular
                                         Eligible Persons who will receive an award under this Plan;



		(b)	grant
                                         awards to Eligible Persons, determine the price (if any) at which securities will be
                                         offered or awarded and the number of securities to be offered or awarded to any of such
                                         persons (in the case of securities-based awards), determine the other specific terms
                                         and conditions of awards consistent with the express limits of this Plan, establish the
                                         installments (if any) in which such awards shall become exercisable or shall vest (which
                                         may include, without limitation, performance and/or time-based schedules), or determine
                                         that no delayed exercisability or vesting is required, establish any applicable performance-based
                                         exercisability or vesting requirements, determine the extent (if any) to which any applicable
                                         exercise and vesting requirements have been satisfied, and establish the events (if any)
                                         of termination, expiration or reversion of such awards;



		(c)	approve
                                         the forms of any award agreements (which need not be identical either as to type of award
                                         or among participants);



		(d)	construe
                                         and interpret this Plan and any agreements defining the rights and obligations of the
                                         Corporation, its Subsidiaries, and participants under this Plan, make any and all determinations
                                         under this Plan and any such agreements, further define the terms used in this Plan,
                                         and prescribe, amend and rescind rules and regulations relating to the administration
                                         of this Plan or the awards granted under this Plan;



		(e)	cancel,
                                         modify, or waive the Corporation’s rights with respect to, or modify, discontinue,
                                         suspend, or terminate any or all outstanding awards, subject to any required consent
                                         under Section 8.6.5;



		(f)	accelerate,
                                         waive or extend the vesting or exercisability, or modify or extend the term of, any or
                                         all such outstanding awards (in the case of options or stock appreciation rights, within
                                         the maximum ten-year term of such awards) in such circumstances as the Administrator
                                         may deem appropriate (including, without limitation, in connection with a termination
                                         of employment or services or other events of a personal nature) subject to any required
                                         consent under Section 8.6.5;



		(g)	adjust
                                         the number of shares of Common Stock subject to any award, adjust the price of any or
                                         all outstanding awards or otherwise waive or change previously imposed terms and conditions,
                                         in such circumstances as the Administrator may deem appropriate, in each case subject
                                         to Sections 4 and 8.6 (and subject to the no repricing provision below);



		(h)	determine
                                         the date of grant of an award, which may be a designated date after but not before the
                                         date of the Administrator’s action to approve the award (unless otherwise designated
                                         by the Administrator, the date of grant of an award shall be the date upon which the
                                         Administrator took the action approving the award);



		(i)	determine
                                         whether, and the extent to which, adjustments are required pursuant to Section 7.1 hereof
                                         and take any other actions contemplated by Section 7 in connection with the occurrence
                                         of an event of the type described in Section 7;



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		(j)	acquire
                                         or settle (subject to Sections 7 and 8.6) rights under awards in cash, stock of equivalent
                                         value, or other consideration (subject to the no repricing provision below); and



		(k)	determine
                                         the fair market value of the Common Stock or awards under this Plan from time to time
                                         and/or the manner in which such value will be determined.



		3.3	Prohibition
                                         on Repricing. Notwithstanding anything to the contrary in Section 3.2 and except
                                         for an adjustment pursuant to Section 7.1 or a repricing approved by stockholders, in
                                         no case may the Administrator (1) amend an outstanding stock option or SAR to reduce
                                         the exercise price or base price of the award, (2) cancel, exchange, or surrender an
                                         outstanding stock option or SAR in exchange for cash or other awards for the purpose
                                         of repricing the award, or (3) cancel, exchange, or surrender an outstanding stock option
                                         or SAR in exchange for an option or SAR with an exercise or base price that is less than
                                         the exercise or base price of the original award.



		3.4	Binding
                                         Determinations. Any determination or other action taken by, or inaction of, the
                                         Corporation, any Subsidiary, or the Administrator relating or pursuant to this Plan (or
                                         any award made under this Plan) and within its authority hereunder or under applicable
                                         law shall be within the absolute discretion of that entity or body and shall be conclusive
                                         and binding upon all persons. Neither the Board nor any Board committee, nor any member
                                         thereof or person acting at the direction thereof, shall be liable for any act, omission,
                                         interpretation, construction or determination made in good faith in connection with this
                                         Plan (or any award made under this Plan), and all such persons shall be entitled to indemnification
                                         and reimbursement by the Corporation in respect of any claim, loss, damage or expense
                                         (including, without limitation, attorneys’ fees) arising or resulting therefrom
                                         to the fullest extent permitted by law and/or under any directors and officers liability
                                         insurance coverage that may be in effect from time to time. Neither the Board nor any
                                         other Administrator, nor any member thereof or person acting at the direction thereof,
                                         nor the Corporation or any of its Subsidiaries, shall be liable for any damages of a
                                         participant should an option intended as an ISO (as defined below) fail to meet the requirements
                                         of the Internal Revenue Code of 1986, as amended (the “Code”), applicable
                                         to ISOs, should any other award(s) fail to qualify for any intended tax treatment, should
                                         any award grant or other action with respect thereto not satisfy Rule 16b-3 promulgated
                                         under the Securities Exchange Act of 1934, as amended, or otherwise for any tax or other
                                         liability imposed on a participant with respect to an award.



		3.5	Reliance
                                         on Experts. In making any determination or in taking or not taking any action
                                         under this Plan, the Administrator may obtain and may rely upon the advice of experts,
                                         including employees and professional advisors to the Corporation. No director, officer
                                         or agent of the Corporation or any of its Subsidiaries shall be liable for any such action
                                         or determination taken or made or omitted in good faith.



		3.6	Delegation.
                                         The Administrator may delegate ministerial, non-discretionary functions to individuals
                                         who are officers or employees of the Corporation or any of its Subsidiaries or to third
                                         parties.



		4.	SHARES OF COMMON STOCK
SUBJECT TO THE PLAN; SHARE LIMITS



		4.1	Shares
                                         Available. Subject to the provisions of Section 7.1, the capital stock that may
                                         be delivered under this Plan shall be shares of the Corporation’s authorized but
                                         unissued Common Stock and any shares of its Common Stock held as treasury shares. For
                                         purposes of this Plan, “Common Stock” shall mean the common stock
                                         of the Corporation and such other securities or property as may become the subject of
                                         awards under this Plan, or may become subject to such awards, pursuant to an adjustment
                                         made under Section 7.1.



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		4.2	Aggregate
                                         Share Limit. The maximum number of shares of Common Stock that may be delivered
                                         pursuant to awards granted to Eligible Persons under this Plan (the “Share Limit”)
                                         is equal to the sum of the following:



		(1)	670,000
                                         shares of Common Stock, plus



		(2)	the
                                         number of shares of Common Stock available for additional award grant purposes under
                                         the Corporation’s 2007 Equity Incentive Plan (the “2007 Plan”)
                                         as of the date of stockholder approval of this Plan (the “Stockholder Approval
                                         Date”) and determined immediately prior to the termination of the authority
                                         to grant new awards under the 2007 Plan as of the Stockholder Approval Date, plus



		(3)	the
                                         number of any shares subject to stock options granted under the 2007 Plan and outstanding
                                         on the Stockholder Approval Date which expire, or for any reason are cancelled or terminated,
                                         after the Stockholder Approval Date without being exercised (which, for purposes of clarity,
                                         shall become available for award grants under this Plan on a one-for-one basis), plus;



		(4)	the
                                         number of any shares subject to restricted stock and restricted stock unit awards granted
                                         under the 2007 Plan that are outstanding and unvested on the Stockholder Approval Date
                                         that are forfeited, terminated, cancelled or otherwise reacquired by the Corporation
                                         without having become vested, provided that in order to take the Full-Value Award ratio
                                         below into account, each share subject to any such award shall be credited as 1.2 shares
                                         when determining the number of shares that shall become available for new awards under
                                         this Plan.



provided
that in no event shall the Share Limit exceed 14,733,244 shares (which is the sum of (i) the 670,000 shares set forth above, plus
(ii) a maximum of 3,717,973 shares available under the 2007 Plan for additional award grant purposes as of the Effective Date
(as such term is defined in Section 8.6.1), plus (iii) a maximum of 6,926,634 shares subject to stock options previously granted
and outstanding under the 2007 Plan as of the Effective Date that could become available under the 2007 Plan as a result of the
expiration, cancellation or termination of such awards, plus (iv) 3,418,637 shares, which is a maximum of 2,848,864 shares subject
to restricted stock and restricted stock unit awards previously granted and outstanding and unvested under the 2007 Plan as of
the Effective Date that could become available under the 2007 Plan as a result of the forfeiture, termination or cancellation
of such awards multiplied by a factor of 1.2 (the share-counting ratio for such awards under clause (4) above).


Shares
issued in respect of any “Full-Value Award” granted under this Plan shall be counted against the foregoing Share Limit
as 1.2 shares for every one share issued in connection with such award. (For example, if a stock bonus of 100 shares of Common
Stock is granted under this Plan, 120 shares shall be counted against the Share Limit in connection with that award.) For this
purpose, a “Full-Value Award” means any award that is not a stock option grant or a stock appreciation
right grant.


		4.3	Additional
                                         Share Limits. The following limits also apply with respect to awards granted
                                         under this Plan. These limits are in addition to, not in lieu of, the aggregate Share
                                         Limit in Section 4.2.



		(a)	The
                                         maximum number of shares of Common Stock that may be delivered pursuant to options qualified
                                         as incentive stock options granted under this Plan is 5,000,000 shares.







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		(b)	The
                                         maximum number of shares of Common Stock subject to those options and stock appreciation
                                         rights that are granted under this Plan during any one calendar year to any one individual
                                         is 4,000,000 shares.



 


		(c)	The
                                         maximum number of shares of Common Stock subject to all awards that are granted under
                                         this Plan during any one calendar year to any one individual is 4,000,000 shares.



 


		(d)	Awards
                                         that are granted under this Plan during any one calendar year to any person who, on the
                                         grant date of the award, is a non-employee director are subject to the limits of this
                                         Section 4.3(d). The maximum number of shares of Common Stock subject to those awards
                                         that are granted under this Plan during any one calendar year to an individual who, on
                                         the grant date of the award, is a non-employee director is the number of shares that
                                         produce a grant date fair value for the award that, when combined with the grant date
                                         fair value of any other awards granted under this Plan during that same calendar year
                                         to that individual in his or her capacity as a non-employee director, is $300,000; provided
                                         that this limit is $400,000 as to (1) a non-employee director who is serving as the independent
                                         Chair of the Board or as a lead independent director at the time the applicable grant
                                         is made or (2) any new non-employee director for the calendar year in which the non-employee
                                         director is first elected or appointed to the Board. For purposes of this Section 4.3(d),
                                         a “non-employee director” is an individual who, on the grant date of the
                                         award, is a member of the Board who is not then an officer or employee of the Corporation
                                         or one of its Subsidiaries. For purposes of this Section 4.3(d), “grant date fair
                                         value” means the value of the award as of the date of grant of the award and as
                                         determined using the equity award valuation principles applied in the Corporation’s
                                         financial reporting. The limits of this Section 4.3(d) do not apply to, and shall be
                                         determined without taking into account, any award granted to an individual who, on the
                                         grant date of the award, is an officer or employee of the Corporation or one of its Subsidiaries.
                                         The limits of this Section 4.3(d) apply on an individual basis and not on an aggregate
                                         basis to all non-employee directors as a group.



 


		(e)	Additional
                                         limits with respect to Qualified Performance-Based Awards are set forth in Section 5.2.3.



 


		4.4	Share-Limit
                                         Counting Rules. The Share Limit shall be subject to the following provisions
                                         of this Section 4.4:



		(a)	Shares
                                         that are subject to or underlie awards granted under this Plan which expire or for any
                                         reason are cancelled or terminated, are forfeited, fail to vest, or for any other reason
                                         are not paid or delivered under this Plan shall not be counted against the Share Limit
                                         and shall be available for subsequent awards under this Plan.



 


		(b)	To
                                         the extent that shares of Common Stock are delivered pursuant to the exercise of a stock
                                         option or stock appreciation right granted under this Plan, the number of shares as to
                                         which the portion of the stock option or stock appreciation right so exercised relates
                                         shall be counted against the Share Limit as opposed to only counting the net number of
                                         shares actually issued in connection with such exercise. (For purposes of clarity, if
                                         a stock option or stock appreciation right relates to 100,000 shares and is exercised
                                         as to all 100,000 shares at a time when the net number of shares due to the participant
                                         in connection with such exercise is 15,000 shares (taking into account any shares withheld
                                         to satisfy any applicable exercise or base price of the award and any shares withheld
                                         to satisfy any tax withholding obligations in connection with such exercise), 100,000
                                         shares shall be counted against the Share Limit with respect to such award.)







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		(c)	Shares
                                         that are exchanged by a participant or withheld by the Corporation as full or partial
                                         payment in connection with any stock option or stock appreciation right granted under
                                         this Plan, as well as any shares exchanged by a participant or withheld by the Corporation
                                         or one of its Subsidiaries to satisfy the tax withholding obligations related to any
                                         stock option or stock appreciation right granted under this Plan, shall not be available
                                         for subsequent awards under this Plan.



 


		(d)	Shares
                                         that are exchanged by a participant or withheld by the Corporation as full or partial
                                         payment in connection with any Full-Value Award granted under this Plan or the 2007 Plan,
                                         as well as any shares exchanged by a participant or withheld by the Corporation or one
                                         of its Subsidiaries to satisfy the tax withholding obligations related to any Full-Value
                                         Award granted under this Plan or the 2007 Plan, shall not be counted against the Share
                                         Limit and shall be available for subsequent awards under this Plan, provided that any
                                         one (1) share so exchanged or withheld in connection with any Full-Value Award shall
                                         be credited as 1.2 shares when determining the number of shares that shall again become
                                         available for subsequent awards under this Plan.



 


		(e)	To
                                         the extent that an award granted under this Plan is settled in cash or a form other than
                                         shares of Common Stock, the shares that would have been delivered had there been no such
                                         cash or other settlement shall not be counted against the Share Limit and shall be available
                                         for subsequent awards under this Plan.



 


		(f)	In
                                         the event that shares of Common Stock are delivered in respect of a dividend equivalent
                                         right granted under this Plan, the number of shares delivered with respect to the award
                                         shall be counted against the Share Limit. (For purposes of clarity, if 1,000 dividend
                                         equivalent rights are granted and outstanding when the Corporation pays a dividend, and
                                         50 shares are delivered in payment of those rights with respect to that dividend, 60
                                         shares (after giving effect to the Full-Value Award premium counting rules) shall be
                                         counted against the Share Limit). Except as otherwise provided by the Administrator,
                                         shares delivered in respect of dividend equivalent rights shall not count against any
                                         individual award limit under this Plan other than the aggregate Share Limit.



 


Refer
to Section 8.10 for application of the share limits of this Plan, including the limits in Sections 4.2 and 4.3, with respect to
assumed awards. Each of the numerical limits and references in Sections 4.2 and 4.3, and in this Section 4.4, is subject to adjustment
as contemplated by Section 4.3, Section 7 and Section 8.10. The share limits of Section 4.3 shall be applied on a one-for-one
basis without applying the Full-Value Award premium counting rule taken into account in determining the Share Limit. The foregoing
adjustments to the share limits of this Plan are subject to any applicable limitations under Section 162(m) of the Code with respect
to awards intended as performance-based compensation thereunder.


		4.5	No
                                         Fractional Shares; Minimum Issue. Unless otherwise expressly provided
                                         by the Administrator, no fractional shares shall be delivered under this Plan. The Administrator
                                         may pay cash in lieu of any fractional shares in settlements of awards under this Plan.
                                         The Administrator may from time to time impose a limit (of not greater than 100 shares)
                                         on the minimum number of shares that may be purchased or exercised as to awards (or any
                                         particular award) granted under this Plan unless (as to any particular award) the total
                                         number purchased or exercised is the total number at the time available for purchase
                                         or exercise under the award.



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		5.	AWARDS



		5.1	Type
                                         and Form of Awards. The Administrator shall determine the type or types of award(s)
                                         to be made to each selected Eligible Person. Awards may be granted singly, in combination
                                         or in tandem. Awards also may be made in combination or in tandem with, in replacement
                                         of, as alternatives to, or as the payment form for grants or rights under any other employee
                                         or compensation plan of the Corporation or one of its Subsidiaries. The types of awards
                                         that may be granted under this Plan are:



5.1.1      Stock
Options. A stock option is the grant of a right to purchase a specified number of shares of Common Stock during a specified
period as determined by the Administrator. An option may be intended as an incentive stock option within the meaning of Section
422 of the Code (an “ISO”) or a nonqualified stock option (an option not intended to be an ISO). The agreement
evidencing the grant of an option will indicate if the option is intended as an ISO; otherwise it will be deemed to be a nonqualified
stock option. The maximum term of each option (ISO or nonqualified) shall be ten (10) years. The per share exercise price for
each option shall be not less than 100% of the fair market value of a share of Common Stock on the date of grant of the option.
When an option is exercised, the exercise price for the shares to be purchased shall be paid in full in cash or such other method
permitted by the Administrator consistent with Section 5.6.


5.1.2      Additional
Rules Applicable to ISOs. To the extent that the aggregate fair market value (determined at the time of grant of the applicable
option) of stock with respect to which ISOs first become exercisable by a participant in any calendar year exceeds $100,000, taking
into account both Common Stock subject to ISOs under this Plan and stock subject to ISOs under all other plans of the Corporation
or one of its Subsidiaries (or any parent or predecessor corporation to the extent required by and within the meaning of Section
422 of the Code and the regulations promulgated thereunder), such options shall be treated as nonqualified stock options. In reducing
the number of options treated as ISOs to meet the $100,000 limit, the most recently granted options shall be reduced first. To
the extent a reduction of simultaneously granted options is necessary to meet the $100,000 limit, the Administrator may, in the
manner and to the extent permitted by law, designate which shares of Common Stock are to be treated as shares acquired pursuant
to the exercise of an ISO. ISOs may only be granted to employees of the Corporation or one of its subsidiaries (for this purpose,
the term “subsidiary” is used as defined in Section 424(f) of the Code, which generally requires an unbroken chain
of ownership of at least 50% of the total combined voting power of all classes of stock of each subsidiary in the chain beginning
with the Corporation and ending with the subsidiary in question). No ISO may be granted to any person who, at the time the option
is granted, owns (or is deemed to own under Section 424(d) of the Code) shares of outstanding Common Stock possessing more than
10% of the total combined voting power of all classes of stock of the Corporation, unless the exercise price of such option is
at least 110% of the fair market value of the stock subject to the option and such option by its terms is not exercisable after
the expiration of five years from the date such option is granted. If an otherwise-intended ISO fails to meet the applicable requirements
of Section 422 of the Code, the option shall be a nonqualified stock option.


5.1.3      Stock
Appreciation Rights. A stock appreciation right or “SAR” is a right to receive a payment, in cash and/or
Common Stock, equal to the excess of the fair market value of a specified number of shares of Common Stock on the date the SAR
is exercised over the “base price” of the award, which base price shall be set forth in the applicable award
agreement and shall be not less than 100% of the fair market value of a share of Common Stock on the date of grant of the SAR.
The maximum term of a SAR shall be ten (10) years.



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5.1.4      Other
Awards; Dividend Equivalent Rights. The other types of awards that may be granted under this Plan include: (a) stock bonuses,
restricted stock, performance stock, stock units, phantom stock or similar rights to purchase or acquire shares, whether at a
fixed or variable price (or no price) or fixed or variable ratio related to the Common Stock, and any of which may (but need not)
be fully vested at grant or vest upon the passage of time, the occurrence of one or more events, the satisfaction of performance
criteria or other conditions, or any combination thereof; or (b) cash awards. Dividend equivalent rights may be granted as
a separate award or in connection with another award under this Plan; provided, however, that dividend equivalent rights may not
be granted as to a stock option or SAR granted under this Plan. In addition, any dividends and/or dividend equivalents as to the
portion of an award that is subject to unsatisfied vesting requirements will be subject to termination and forfeiture to the same
extent as the corresponding portion of the award to which they relate in the event the applicable vesting requirements are not
satisfied.


		5.2	Section
                                         162(m) Performance-Based Awards. Without limiting the generality of the foregoing,
                                         any of the types of awards listed in Section 5.1.4 above may be, and options and SARs
                                         granted to officers and employees also may be, granted as awards intended to satisfy
                                         the requirements for “performance-based compensation” within the meaning
                                         of Section 162(m) of the Code. An Award (other than an option or SAR) intended by the
                                         Administrator to satisfy the requirements for “performance-based compensation”
                                         within the meaning of Section 162(m) of the Code is referred to as a “Qualified
                                         Performance-Based Award.” An option or SAR intended to satisfy the requirements
                                         for “performance-based compensation” within the meaning of Section 162(m)
                                         of the Code is referred to as a “Qualifying Option or SAR.” The grant,
                                         vesting, exercisability or payment of Qualified Performance-Based Awards may depend on
                                         the degree of achievement of one or more performance goals relative to a pre-established
                                         targeted level or levels using one or more of the Business Criteria set forth below (on
                                         an absolute or relative (including, without limitation, relative to the performance of
                                         one or more other companies or upon comparisons of any of the indicators of performance
                                         relative to one or more other companies) basis, any of which may also be expressed as
                                         a growth or decline measure relative to an amount or performance for a prior date or
                                         period) for the Corporation on a consolidated basis or for one or more of the Corporation’s
                                         subsidiaries, segments, divisions or business units, or any combination of the foregoing.
                                         Any Qualified Performance-Based Award shall be subject to the following provisions of
                                         this Section 5.2, and a Qualifying Option or SAR shall be subject to the following provisions
                                         of this Section 5.2 only to the extent expressly set forth below. Nothing in this Plan,
                                         however, requires the Administrator to qualify any award or compensation as “performance-based
                                         compensation” under Section 162(m) of the Code.



5.2.1      Class;
Administrator. The eligible class of persons for Qualified Performance-Based Awards under this Section 5.2, as well
as for a Qualifying Option or SAR, shall be officers and employees of the Corporation or one of its Subsidiaries. To qualify awards
as performance-based under Section 162(m), the Administrator approving Qualified Performance-Based Awards or a Qualifying Option
or SAR, or making any certification required pursuant to Section 5.2.4, must constitute a committee consisting solely of two or
more outside directors (as this requirement is applied under Section 162(m) of the Code).



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5.2.2      Performance
Goals.


		(a)	The
                                         specific performance goals for Qualified Performance-Based Awards shall be established
                                         based on one or more of the following business criteria (“Business Criteria”)
                                         as selected by the Administrator in its sole discretion: earnings per share, return on
                                         capital employed, costs, net income (before or after interest, taxes, depreciation and/or
                                         amortization), operating margin, revenues, revenue from operations, expenses, income
                                         from operations as a percent of capital employed, income from operations (before or after
                                         taxes), cash flow, market share, market penetration or other performance measures with
                                         respect to specific designated products or product groups and/or specific geographic
                                         areas, return on equity, average equity used, value of assets, return or net return on
                                         assets, net assets, sales or capital (including invested capital), working capital, growth
                                         in assets or net assets, asset intensity, earnings (including net earnings, earnings
                                         before interest, taxes, depreciation and amortization, and earnings before interest and
                                         taxes), cash flow (including operating and net cash flow), adjusted cash flow from operations,
                                         operating cash flow as a percent of capital employed, economic value added, gross or
                                         net profit or operating margin, stock price, total shareholder return, reduction of losses,
                                         reduction of expenses, loss ratios or expense ratios, costs (including cost of capital,
                                         cost per loan, cost per hire and training costs), debt reduction, workforce diversity,
                                         number of accounts, workers’ compensation claims, budgeted amounts, turnover rate,
                                         mortgage loan delinquencies, pre-foreclosure delinquency resolutions, dispositions of
                                         REO properties, servicing advances, loans (including forward and reverse mortgage loans),
                                         call center metrics, complaint resolution rates, customer satisfaction based on specified
                                         objective goals, reduced excess facilities and/or reduced facility costs, delivery of
                                         objectively determinable key projects on time and per specified objectives, objective
                                         process and vendor management measures, including turn-times, error rates and objective
                                         quality control measures, and objective management development measures, including delivery,
                                         participation rates and success in programs aimed at building organizational capabilities
                                         and talent, or any combination thereof. For such purposes, earnings-based measures may
                                         (without limitation) be based on comparisons to capital, stockholders’ equity,
                                         shares outstanding or such other measures selected or defined by the Administrator at
                                         the time of making an award. The applicable performance measurement period may not be
                                         less than three months nor more than 10 years.



		(b)	The
                                         terms of the Qualified Performance-Based Awards may specify the manner, if any, in which
                                         performance targets (or the applicable measure of performance) shall be adjusted: to
                                         mitigate the unbudgeted impact of material, unusual or nonrecurring gains and losses;
                                         to exclude restructuring and/or other nonrecurring charges; to exclude the effects of
                                         financing activities; to exclude exchange rate effects; to exclude the effects of changes
                                         to accounting principles; to exclude the effects of any statutory adjustments to corporate
                                         tax rates; to exclude the effects of any items of an unusual nature or of infrequency
                                         of occurrence; to exclude the effects of acquisitions or joint ventures; to exclude the
                                         effects of discontinued operations; to assume that any business divested achieved performance
                                         objectives at targeted levels during the balance of a performance period following such
                                         divestiture or to exclude the effects of any divestiture; to exclude the effect of any
                                         event or transaction referenced in Section 7.1; to exclude the effects of stock-based
                                         compensation; to exclude the award of bonuses; to exclude amortization of acquired intangible
                                         assets; to exclude the goodwill and intangible asset impairment charges; to exclude the
                                         effect of any other unusual, non-recurring gain or loss, non-operating item or other
                                         extraordinary item; to exclude the costs associated with any of the foregoing or any
                                         potential transaction that if consummated would constitute any of the foregoing; or to
                                         exclude other items specified by the Administrator at the time of establishing the targets.



		(c)	To
                                         qualify awards as performance-based under Section 162(m), the applicable Business Criterion
                                         (or Business Criteria, as the case may be) and specific performance formula, goal or
                                         goals (“targets”) must be established and approved by the Administrator during
                                         the first 90 days of the performance period (and, in the case of performance periods
                                         of less than one year, in no event after 25% or more of the performance period has elapsed)
                                         and while performance relating to such target(s) remains substantially uncertain within
                                         the meaning of Section 162(m) of the Code.





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5.2.3      Form
of Payment; Maximum Qualified Performance-Based Award. Grants or awards under this Section 5.2 may be paid in cash or
shares of Common Stock or any combination thereof. Qualifying Option or SAR awards granted to any one participant in any one calendar
year shall be subject to the limit set forth in Section 4.3(b). A Qualified Performance-Based Award shall be subject to the following
applicable limit: (a) in the case of a Qualified Performance-Based Award where the value of the Award is expressed as a number
or range of number of shares of Common Stock (such as, without limitation, a Qualified Performance-Based Award in the form of
a restricted stock, performance stock, or stock unit award) or a Qualified Performance-Based Award where the amount of cash payable
upon or following vesting of the award is determined with reference to the fair market value of a share of Common Stock at such
time, the maximum number of shares of Common Stock which may be subject to such Qualified Performance-Based Awards described in
this clause (a) that are granted to any one participant in any one calendar year shall not exceed 4,000,000 shares (counting
such shares on a one-for-one basis for this purpose), either individually or in the aggregate, subject to adjustment as provided
in Section 7.1; and (b) in the case of other Qualified Performance-Based Awards (such as a Qualified Performance-Based Award where
the potential payment is a stated cash amount or range of stated cash amounts, whether the payment is ultimately made in cash
or Common Stock by converting the applicable cash amount into a number of shares of Common Stock based on the fair market value
of a share of Common Stock upon or following vesting of the award), the aggregate amount of compensation to be paid to any one
participant in respect of all such Qualified Performance-Based Awards granted to that participant in any one calendar year shall
not exceed $6,000,000. The limits in clauses (a) and (b) in the preceding sentence are separate, independent limits, and a Qualified
Performance-Based Award shall be subject to the applicable limit but not both limits. For clarity, an eligible individual may
receive, during any applicable year, awards referenced in clause (a) of this Section 5.2.3 not in excess of the limit of that
clause, awards referenced in clause (b) of this Section 5.2.3 not in excess of the limit of that clause, Qualifying Option or
SAR awards not in excess of the limit set forth in Section 4.3(b), as well as other types of awards (not referenced in this Section
5.2.3) under this Plan. Awards that are canceled during the year shall be counted against any applicable limits of Section 4.3(b)
and this Section 5.2.3 to the extent required by Section 162(m) of the Code.


5.2.4      Certification
of Payment. Before any Qualified Performance-Based Award is paid and to the extent applicable to qualify the award as
performance-based compensation within the meaning of Section 162(m) of the Code, the Administrator must certify in writing that
the performance target(s) and any other material terms of the Qualified Performance-Based Award were in fact timely satisfied.


5.2.5      Reservation
of Discretion. The Administrator will have the discretion to determine the restrictions or other limitations of the individual
awards granted under this Section 5.2 including the authority to reduce awards, payouts or vesting or to pay no awards, in its
sole discretion, if the Administrator preserves such authority at the time of grant by language to this effect in its authorizing
resolutions or otherwise.


5.2.6      Expiration
of Grant Authority. As required pursuant to Section 162(m) of the Code and the regulations promulgated thereunder, the
Administrator’s authority to grant new awards that are intended to qualify as performance-based compensation within the
meaning of Section 162(m) of the Code (other than a Qualifying Option or SAR) shall terminate upon the first meeting of the Corporation’s
stockholders that occurs in the fifth year following the year in which the Corporation’s stockholders first approve this
Plan, subject to any subsequent extension that may be approved by stockholders.


		5.3	Minimum
                                         Vesting Requirement. Except as provided in the next sentence, each award granted
                                         under this Plan shall be subject to a minimum vesting requirement of one year and no
                                         portion of any such award may provide that it will vest earlier than the first anniversary
                                         of the date of grant of the award other than due to the death, disability, or involuntary
                                         termination of the employment or services of the award holder, or in connection with
                                         a Change in Control (as such term is defined in Section 7.3) (the “Minimum Vesting
                                         Requirement”). Awards may be granted under this Plan with minimum vesting requirements
                                         of less than one year, or no vesting requirements, provided that the total number of
                                         shares of Common Stock subject to such awards shall not exceed 5% of the Share Limit.



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		5.4	Award
                                         Agreements. Each award shall be evidenced by a written or electronic award agreement
                                         or notice in a form approved by the Administrator (an “award agreement”),
                                         and, in each case and if required by the Administrator, executed or otherwise electronically
                                         accepted by the recipient of the award in such form and manner as the Administrator may
                                         require.



		5.5	Deferrals
                                         and Settlements. Payment of awards may be in the form of cash, Common Stock,
                                         other awards or combinations thereof as the Administrator shall determine, and with such
                                         restrictions (if any) as it may impose. The Administrator may also require or permit
                                         participants to elect to defer the issuance of shares or the settlement of awards in
                                         cash under such rules and procedures as it may establish under this Plan. The Administrator
                                         may also provide that deferred settlements include the payment or crediting of interest
                                         or other earnings on the deferral amounts, or the payment or crediting of dividend equivalents
                                         where the deferred amounts are denominated in shares.



		5.6	Consideration
                                         for Common Stock or Awards. The purchase price
                                         (if any) for any award granted under this Plan or the Common Stock to be delivered pursuant
                                         to an award, as applicable, may be paid by means of any lawful consideration as determined
                                         by the Administrator, including, without limitation, one or a combination of the following
                                         methods:



		(a)	services
                                         rendered by the recipient of such award;



 


		(b)	cash,
                                         check payable to the order of the Corporation, or electronic funds transfer;



 


		(c)	notice
                                         and third party payment in such manner as may be authorized by the Administrator;



 


		(d)	the
                                         delivery of previously owned shares of Common Stock;



 


		(e)	by
                                         a reduction in the number of shares otherwise deliverable pursuant to the award; or



 


		(f)	subject
                                         to such procedures as the Administrator may adopt, pursuant to a “cashless exercise”
                                         with a third party who provides financing for the purposes of (or who otherwise facilitates)
                                         the purchase or exercise of awards.



 


In
no event shall any shares newly-issued by the Corporation be issued for less than the minimum lawful consideration for such shares
or for consideration other than consideration permitted by applicable state law. Shares of Common Stock used to satisfy the exercise
price of an option shall be valued at their fair market value. The Corporation will not be obligated to deliver any shares unless
and until it receives full payment of the exercise or purchase price therefor and any related withholding obligations under Section
8.5 and any other conditions to exercise or purchase have been satisfied. Unless otherwise expressly provided in the applicable
award agreement, the Administrator may at any time eliminate or limit a participant’s ability to pay any purchase or exercise
price of any award or shares by any method other than cash payment to the Corporation.



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		5.7	Definition
                                         of Fair Market Value. For purposes of this Plan, “fair market value”
                                         shall mean, unless otherwise determined or provided by the Administrator in the circumstances,
                                         the closing price (in regular trading) for a share of Common Stock on the New York Stock
                                         Exchange (the “Exchange”) for the date in question or, if no sales
                                         of Common Stock were reported on the Exchange on that date, the closing price (in regular
                                         trading) for a share of Common Stock on the Exchange for the next preceding day on which
                                         sales of Common Stock were reported on the Exchange. The Administrator may, however,
                                         provide with respect to one or more awards that the fair market value shall equal the
                                         closing price (in regular trading) for a share of Common Stock on the Exchange on the
                                         last trading day preceding the date in question or the average of the high and low trading
                                         prices of a share of Common Stock on the Exchange for the date in question or the most
                                         recent trading day. If the Common Stock is no longer listed or is no longer actively
                                         traded on the Exchange as of the applicable date, the fair market value of the Common
                                         Stock shall be the value as reasonably determined by the Administrator for purposes of
                                         the award in the circumstances. The Administrator also may adopt a different methodology
                                         for determining fair market value with respect to one or more awards if a different methodology
                                         is necessary or advisable to secure any intended favorable tax, legal or other treatment
                                         for the particular award(s) (for example, and without limitation, the Administrator may
                                         provide that fair market value for purposes of one or more awards will be based on an
                                         average of closing prices (or the average of high and low daily trading prices) for a
                                         specified period preceding the relevant date).



		5.8	Transfer Restrictions.



5.8.1      Limitations
on Exercise and Transfer. Unless otherwise expressly provided in (or pursuant to) this Section 5.8 or required by applicable
law: (a) all awards are non-transferable and shall not be subject in any manner to sale, transfer, anticipation, alienation, assignment,
pledge, encumbrance or charge; (b) awards shall be exercised only by the participant; and (c) amounts payable or shares issuable
pursuant to any award shall be delivered only to (or for the account of) the participant.


5.8.2      Exceptions.
The Administrator may permit awards to be exercised by and paid to, or otherwise transferred to, other persons or entities pursuant
to such conditions and procedures, including limitations on subsequent transfers, as the Administrator may, in its sole discretion,
establish in writing. Any permitted transfer shall be subject to compliance with applicable federal and state securities laws
and shall not be for value (other than nominal consideration, settlement of marital property rights, or for interests in an entity
in which more than 50% of the voting interests are held by the Eligible Person or by the Eligible Person’s family members).


5.8.3      Further
Exceptions to Limits on Transfer. The exercise and transfer restrictions in Section 5.8.1 shall not apply to:


		(a)	transfers
                                         to the Corporation (for example, in connection with the expiration or termination of
                                         the award),



		(b)	the designation of a beneficiary
to receive benefits in the event of the participant’s death or, if the participant has died, transfers to or exercise by
the participant’s beneficiary, or, in the absence of a validly designated beneficiary, transfers by will or the laws of
descent and distribution,



		(c)	subject
                                         to any applicable limitations on ISOs, transfers to a family member (or former family
                                         member) pursuant to a domestic relations order if received by the Administrator,



		(d)	if
                                         the participant has suffered a disability, permitted transfers or exercises on behalf
                                         of the participant by his or her legal representative, or



		(e)	the
                                         authorization by the Administrator of “cashless exercise” procedures with
                                         third parties who provide financing for the purpose of (or who otherwise facilitate)
                                         the exercise of awards consistent with applicable laws and any limitations imposed by
                                         the Administrator.



		5.9	International
                                         Awards. One or more awards may be granted to Eligible Persons who provide services
                                         to the Corporation or one of its Subsidiaries outside of the United States. Any awards
                                         granted to such persons may be granted pursuant to the terms and conditions of any applicable
                                         sub-plans, if any, appended to this Plan and approved by the Administrator from time
                                         to time. The awards so granted need not comply with other specific terms of this Plan,
                                         provided that stockholder approval of any deviation from the specific terms of this Plan
                                         is not required by applicable law or any applicable listing agency.



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		6.	EFFECT OF TERMINATION
OF EMPLOYMENT OR SERVICE ON AWARDS



		6.1	General.
                                         The Administrator shall establish the effect (if any) of a termination of employment
                                         or service on the rights and benefits under each award under this Plan and in so doing
                                         may make distinctions based upon, inter alia, the cause of termination and type of award.
                                         If the participant is not an employee of the Corporation or one of its Subsidiaries,
                                         is not a member of the Board, and provides other services to the Corporation or one of
                                         its Subsidiaries, the Administrator shall be the sole judge for purposes of this Plan
                                         (unless a contract or the award otherwise provides) of whether the participant continues
                                         to render services to the Corporation or one of its Subsidiaries and the date, if any,
                                         upon which such services shall be deemed to have terminated.



		6.2	Events
                                         Not Deemed Terminations of Employment. Unless the express policy of the Corporation
                                         or one of its Subsidiaries, or the Administrator, otherwise provides, or except as otherwise
                                         required by applicable law, the employment relationship shall not be considered terminated
                                         in the case of (a) sick leave, (b) military leave, or (c) any other leave of absence
                                         authorized by the Corporation or one of its Subsidiaries, or the Administrator; provided
                                         that, unless reemployment upon the expiration of such leave is guaranteed by contract
                                         or law or the Administrator otherwise provides, such leave is for a period of not more
                                         than three months. In the case of any employee of the Corporation or one of its Subsidiaries
                                         on an approved leave of absence, continued vesting of the award while on leave from the
                                         employ of the Corporation or one of its Subsidiaries may be suspended until the employee
                                         returns to service, unless the Administrator otherwise provides or applicable law otherwise
                                         requires. In no event shall an award be exercised after the expiration of any applicable
                                         maximum term of the award.



		6.3	Effect
                                         of Change of Subsidiary Status. For purposes of this Plan and any award, if an
                                         entity ceases to be a Subsidiary of the Corporation a termination of employment or service
                                         shall be deemed to have occurred with respect to each Eligible Person in respect of such
                                         Subsidiary who does not continue as an Eligible Person in respect of the Corporation
                                         or another Subsidiary that continues as such after giving effect to the transaction or
                                         other event giving rise to the change in status unless the Subsidiary that is sold, spun-off
                                         or otherwise divested (or its successor or a direct or indirect parent of such Subsidiary
                                         or successor) assumes the Eligible Person’s award(s) in connection with such transaction.



		7.	ADJUSTMENTS; ACCELERATION



		7.1	Adjustments.



		(a)	Subject
                                         to Section 7.2, upon (or, as may be necessary to effect the adjustment, immediately prior
                                         to): any reclassification, recapitalization, stock split (including a stock split in
                                         the form of a stock dividend) or reverse stock split; any merger, combination, consolidation,
                                         conversion or other reorganization; any spin-off, split-up, or similar extraordinary
                                         dividend distribution in respect of the Common Stock; or any exchange of Common Stock
                                         or other securities of the Corporation, or any similar, unusual or extraordinary corporate
                                         transaction in respect of the Common Stock; then the Administrator shall equitably and
                                         proportionately adjust (1) the number and type of shares of Common Stock (or other securities)
                                         that thereafter may be made the subject of awards (including the specific share limits,
                                         maximums and numbers of shares set forth elsewhere in this Plan), (2) the number, amount
                                         and type of shares of Common Stock (or other securities or property) subject to any outstanding
                                         awards, (3) the grant, purchase, or exercise price (which term includes the base price
                                         of any SAR or similar right) of any outstanding awards, and/or (4) the securities, cash
                                         or other property deliverable upon exercise or payment of any outstanding awards, in
                                         each case to the extent necessary to preserve (but not increase) the level of incentives
                                         intended by this Plan and the then-outstanding awards.



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		(b)	Unless
                                         otherwise expressly provided in the applicable award agreement, upon (or, as may be necessary
                                         to effect the adjustment, immediately prior to) any event or transaction described in
                                         the preceding paragraph or a sale of all or substantially all of the business or assets
                                         of the Corporation as an entirety, the Administrator shall equitably and proportionately
                                         adjust the performance standards and/or period applicable to any then-outstanding performance-based
                                         awards to the extent necessary to preserve (but not increase) the level of incentives
                                         intended by this Plan and the then-outstanding performance-based awards.



		(c)	It
                                         is intended that, if possible, any adjustments contemplated by the preceding two paragraphs
                                         be made in a manner that satisfies applicable U.S. legal, tax (including, without limitation
                                         and as applicable in the circumstances, Section 424 of the Code as to ISOs, Section 409A
                                         of the Code as to awards intended to comply therewith and not be subject to taxation
                                         thereunder, and Section 162(m) of the Code as to any Qualifying Option or SAR and any
                                         Qualified Performance-Based Award) and accounting (so as to not trigger any unintended
                                         charge to earnings with respect to such adjustment) requirements.



		(d)	Without
                                         limiting the generality of Section 3.4, any good faith determination by the Administrator
                                         as to whether an adjustment is required in the circumstances pursuant to this Section
                                         7.1, and the extent and nature of any such adjustment, shall be conclusive and binding
                                         on all persons.



		7.2	Corporate Transactions
- Assumption and Termination of Awards.



		(a)	Upon
                                         any event in which the Corporation does not survive, or does not survive as a public
                                         company in respect of its Common Stock (including, without limitation, a dissolution,
                                         merger, combination, consolidation, conversion, exchange of securities, or other reorganization,
                                         or a sale of all or substantially all of the business, stock or assets of the Corporation,
                                         in any case in connection with which the Corporation does not survive or does not survive
                                         as a public company in respect of its Common Stock), then the Administrator may make
                                         provision for a cash payment in settlement of, or for the termination, assumption, substitution
                                         or exchange of any or all outstanding awards or the cash, securities or property deliverable
                                         to the holder of any or all outstanding awards, based upon, to the extent relevant under
                                         the circumstances, the distribution or consideration payable to holders of the Common
                                         Stock upon or in respect of such event. Upon the occurrence of any event described in
                                         the preceding sentence in connection with which the Administrator has made provision
                                         for the award to be terminated (and the Administrator has not made a provision for the
                                         substitution, assumption, exchange or other continuation or settlement of the award):
                                         (1) unless otherwise provided in the applicable award agreement, each then-outstanding
                                         option and SAR shall become fully vested, all shares of restricted stock then outstanding
                                         shall fully vest free of restrictions, and each other award granted under this Plan that
                                         is then outstanding shall become payable to the holder of such award (with any performance
                                         goals applicable to the award in each case being deemed met, unless otherwise provided
                                         in the award agreement, at the “target” performance level); and (2) each
                                         award shall terminate upon the related event; provided that the holder of an option or
                                         SAR shall be given reasonable advance notice of the impending termination and a reasonable
                                         opportunity to exercise his or her outstanding vested options and SARs (after giving
                                         effect to any accelerated vesting required in the circumstances) in accordance with their
                                         terms before the termination of such awards (except that in no case shall more than ten
                                         days’ notice of the impending termination be required and any acceleration of vesting
                                         and any exercise of any portion of an award that is so accelerated may be made contingent
                                         upon the actual occurrence of the event).



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		(b)	Without
                                         limiting the preceding paragraph, in connection with any event referred to in the preceding
                                         paragraph or any change in control event defined in any applicable award agreement, the
                                         Administrator may, in its discretion, provide for the accelerated vesting of any award
                                         or awards as and to the extent determined by the Administrator in the circumstances.



		(c)	For
                                         purposes of this Section 7.2, an award shall be deemed to have been “assumed”
                                         if (without limiting other circumstances in which an award is assumed) the award continues
                                         after an event referred to above in this Section 7.2, and/or is assumed and continued
                                         by the surviving entity following such event (including, without limitation, an entity
                                         that, as a result of such event, owns the Corporation or all or substantially all of
                                         the Corporation’s assets directly or through one or more subsidiaries (a “Parent”)),
                                         and confers the right to purchase or receive, as applicable and subject to vesting and
                                         the other terms and conditions of the award, for each share of Common Stock subject to
                                         the award immediately prior to the event, the consideration (whether cash, shares, or
                                         other securities or property) received in the event by the stockholders of the Corporation
                                         for each share of Common Stock sold or exchanged in such event (or the consideration
                                         received by a majority of the stockholders participating in such event if the stockholders
                                         were offered a choice of consideration); provided, however, that if the consideration
                                         offered for a share of Common Stock in the event is not solely the ordinary common stock
                                         of a successor corporation or a Parent, the Administrator may provide for the consideration
                                         to be received upon exercise or payment of the award, for each share subject to the award,
                                         to be solely ordinary common stock of the successor corporation or a Parent equal in
                                         fair market value to the per share consideration received by the stockholders participating
                                         in the event.



		(d)	The
                                         Administrator may adopt such valuation methodologies for outstanding awards as it deems
                                         reasonable in the event of a cash or property settlement and, in the case of options,
                                         SARs or similar rights, but without limitation on other methodologies, may base such
                                         settlement solely upon the excess if any of the per share amount payable upon or in respect
                                         of such event over the exercise or base price of the award. In the case of an option,
                                         SAR or similar right as to which the per share amount payable upon or in respect of such
                                         event is less than or equal to the exercise or base price of the award, the Administrator
                                         may terminate such award in connection with an event referred to in this Section 7.2
                                         without any payment in respect of such award.



		(e)	In
                                         any of the events referred to in this Section 7.2, the Administrator may take such action
                                         contemplated by this Section 7.2 prior to such event (as opposed to on the occurrence
                                         of such event) to the extent that the Administrator deems the action necessary to permit
                                         the participant to realize the benefits intended to be conveyed with respect to the underlying
                                         shares. Without limiting the generality of the foregoing, the Administrator may deem
                                         an acceleration and/or termination to occur immediately prior to the applicable event
                                         and, in such circumstances, will reinstate the original terms of the award if an event
                                         giving rise to an acceleration and/or termination does not occur.



		(f)	Without
                                         limiting the generality of Section 3.4, any good faith determination by the Administrator
                                         pursuant to its authority under this Section 7.2 shall be conclusive and binding on all
                                         persons.



		(g)	The
                                         Administrator may override the provisions of this Section 7.2 by express provision in
                                         the award agreement and may accord any Eligible Person a right to refuse any acceleration,
                                         whether pursuant to the award agreement or otherwise, in such circumstances as the Administrator
                                         may approve. The portion of any ISO accelerated in connection with an event referred
                                         to in this Section 7.2 (or such other circumstances as may trigger accelerated vesting
                                         of the award) shall remain exercisable as an ISO only to the extent the applicable $100,000
                                         limitation on ISOs is not exceeded. To the extent exceeded, the accelerated portion of
                                         the option shall be exercisable as a nonqualified stock option under the Code.





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		7.3	Definition of Change
in Control. As used in this Plan, “Change in Control” shall mean the occurrence, after the Effective
Date, of any of the following:



		(a)	The
                                         acquisition by any individual, entity or group (within the meaning of Section 13(d)(3)
                                         or 14(d)(2) of the Securities Exchange Act of 1934, as amended (a “Person”))
                                         of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities
                                         Exchange Act of 1934, as amended) of more than 30% of either (1) the then-outstanding
                                         shares of common stock of the Corporation (the “Outstanding Company Common Stock”)
                                         or (2) the combined voting power of the then-outstanding voting securities of the Corporation
                                         entitled to vote generally in the election of directors (the “Outstanding Company
                                         Voting Securities”); provided, however, that, for purposes of this clause (a),
                                         the following acquisitions shall not constitute a Change in Control: (A) any acquisition
                                         directly from the Corporation, (B) any acquisition by the Corporation, (C) any acquisition
                                         by any employee benefit plan (or related trust) sponsored or maintained by the Corporation
                                         or any affiliate of the Corporation or a successor, or (D) any acquisition by any entity
                                         pursuant to a transaction that complies with clauses (c)(1), (c)(2) and (c)(3) below;



		(b)	Individuals
                                         who, as of the Effective Date, constitute the Board (the “Incumbent Board”)
                                         cease for any reason to constitute at least a majority of the Board; provided, however,
                                         that any individual becoming a director subsequent to the Effective Date whose election,
                                         or nomination for election by the Corporation’s stockholders, was approved by a
                                         vote of at least two-thirds of the directors then comprising the Incumbent Board (including
                                         for these purposes, the new members whose election or nomination was so approved, without
                                         counting the member and his predecessor twice) shall be considered as though such individual
                                         were a member of the Incumbent Board, but excluding, for this purpose, any such individual
                                         whose initial assumption of office occurs as a result of an actual or threatened election
                                         contest with respect to the election or removal of directors or other actual or threatened
                                         solicitation of proxies or consents by or on behalf of a Person other than the Board;



		(c)	Consummation
                                         of a reorganization, merger, statutory share exchange or consolidation or similar corporate
                                         transaction involving the Corporation or any of its Subsidiaries, a sale or other disposition
                                         of all or substantially all of the assets of the Corporation, or the acquisition of assets
                                         or stock of another entity by the Corporation or any of its Subsidiaries (each, a “Business
                                         Combination”), in each case unless, following such Business Combination, (1)
                                         all or substantially all of the individuals and entities that were the beneficial owners
                                         of the Outstanding Company Common Stock and the Outstanding Company Voting Securities
                                         immediately prior to such Business Combination beneficially own, directly or indirectly,
                                         more than 50% of the then-outstanding shares of common stock and the combined voting
                                         power of the then-outstanding voting securities entitled to vote generally in the election
                                         of directors, as the case may be, of the entity resulting from such Business Combination
                                         (including, without limitation, an entity that, as a result of such transaction, owns
                                         the Corporation or all or substantially all of the Corporation's assets directly or through
                                         one or more subsidiaries (a “Parent”)) in substantially the same proportions
                                         as their ownership immediately prior to such Business Combination of the Outstanding
                                         Company Common Stock and the Outstanding Company Voting Securities, as the case may be,
                                         (2) no Person (excluding any entity resulting from such Business Combination or a Parent
                                         or any employee benefit plan (or related trust) of the Corporation or such entity resulting
                                         from such Business Combination or Parent) beneficially owns, directly or indirectly,
                                         more than 30% of, respectively, the then-outstanding shares of common stock of the entity
                                         resulting from such Business Combination or the combined voting power of the then-outstanding
                                         voting securities of such entity, except to the extent that the ownership in excess of
                                         30% existed prior to the Business Combination, and (3) at least a majority of the members
                                         of the board of directors or trustees of the entity resulting from such Business Combination
                                         or a Parent were members of the Incumbent Board at the time of the execution of the initial
                                         agreement or of the action of the Board providing for such Business Combination; or



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		(d)	Approval
                                         by the stockholders of the Corporation of a complete liquidation or dissolution of the
                                         Corporation other than in the context of a transaction that does not constitute a Change
                                         in Control under clause (c) above.



		8.	OTHER PROVISIONS



		8.1	Compliance
                                         with Laws. This Plan, the granting and vesting of awards under this Plan, the
                                         offer, issuance and delivery of shares of Common Stock, and/or the payment of money under
                                         this Plan or under awards are subject to compliance with all applicable federal, state,
                                         local and foreign laws, rules and regulations (including but not limited to state and
                                         federal securities law and federal margin requirements) and to such approvals by any
                                         listing, regulatory or governmental authority as may, in the opinion of counsel for the
                                         Corporation, be necessary or advisable in connection therewith. The person acquiring
                                         any securities under this Plan will, if requested by the Corporation or one of its Subsidiaries,
                                         provide such assurances and representations to the Corporation or one of its Subsidiaries
                                         as the Administrator may deem necessary or desirable to assure compliance with all applicable
                                         legal and accounting requirements.



		8.2	No
                                         Rights to Award. No person shall have any claim or rights to be granted an award
                                         (or additional awards, as the case may be) under this Plan, subject to any express contractual
                                         rights (set forth in a document other than this Plan) to the contrary.



		8.3	No
                                         Employment/Service Contract. Nothing contained in this Plan (or in any other
                                         documents under this Plan or in any award) shall confer upon any Eligible Person or other
                                         participant any right to continue in the employ or other service of the Corporation or
                                         one of its Subsidiaries, constitute any contract or agreement of employment or other
                                         service or affect an employee’s status as an employee at will, nor shall interfere
                                         in any way with the right of the Corporation or one of its Subsidiaries to change a person’s
                                         compensation or other benefits, or to terminate his or her employment or other service,
                                         with or without cause. Nothing in this Section 8.3, however, is intended to adversely
                                         affect any express independent right of such person under a separate employment or service
                                         contract other than an award agreement.



		8.4	Plan
                                         Not Funded. Awards payable under this Plan shall be payable in shares or from
                                         the general assets of the Corporation, and no special or separate reserve, fund or deposit
                                         shall be made to assure payment of such awards. No participant, beneficiary or other
                                         person shall have any right, title or interest in any fund or in any specific asset (including
                                         shares of Common Stock, except as expressly otherwise provided) of the Corporation or
                                         one of its Subsidiaries by reason of any award hereunder. Neither the provisions of this
                                         Plan (or of any related documents), nor the creation or adoption of this Plan, nor any
                                         action taken pursuant to the provisions of this Plan shall create, or be construed to
                                         create, a trust of any kind or a fiduciary relationship between the Corporation or one
                                         of its Subsidiaries and any participant, beneficiary or other person. To the extent that
                                         a participant, beneficiary or other person acquires a right to receive payment pursuant
                                         to any award hereunder, such right shall be no greater than the right of any unsecured
                                         general creditor of the Corporation.



		8.5	Tax
                                         Withholding. Upon any exercise, vesting, or payment of any award, or upon the
                                         disposition of shares of Common Stock acquired pursuant to the exercise of an ISO prior
                                         to satisfaction of the holding period requirements of Section 422 of the Code, or upon
                                         any other tax withholding event with respect to any award, arrangements satisfactory
                                         to the Corporation shall be made to provide for any taxes the Corporation or any of its
                                         Subsidiaries may be required to withhold with respect to such award event or payment.
                                         Such arrangements may include (but are not limited to) any one of (or a combination of)
                                         the following:



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		(a)	The
                                         Corporation or one of its Subsidiaries shall have the right to require the participant
                                         (or the participant’s personal representative or beneficiary, as the case may be)
                                         to pay or provide for payment of the amount of any taxes which the Corporation or one
                                         of its Subsidiaries may be required to withhold with respect to such award event or payment.



		(b)	The
                                         Corporation or one of its Subsidiaries shall have the right to deduct from any amount
                                         otherwise payable in cash (whether related to the award or otherwise) to the participant
                                         (or the participant’s personal representative or beneficiary, as the case may be)
                                         the amount of any taxes which the Corporation or one of its Subsidiaries may be required
                                         to withhold with respect to such award event or payment.



		(c)	In
                                         any case where a tax is required to be withheld in connection with the delivery of shares
                                         of Common Stock under this Plan, the Administrator may in its sole discretion (subject
                                         to Section 8.1) require or grant (either at the time of the award or thereafter) to the
                                         participant the right to elect, pursuant to such rules and subject to such conditions
                                         as the Administrator may establish, that the Corporation reduce the number of shares
                                         to be delivered by (or otherwise reacquire) the appropriate number of shares, valued
                                         in a consistent manner at their fair market value or at the sales price in accordance
                                         with authorized procedures for cashless exercises, necessary to satisfy the applicable
                                         withholding obligation on exercise, vesting or payment. Unless otherwise provided by
                                         the Administrator, in no event shall the shares withheld exceed the minimum whole number
                                         of shares required for tax withholding under applicable law to the extent the Corporation
                                         determines that withholding at any greater level would result in an award otherwise classified
                                         as an equity award under ASC Topic 718 (or any successor thereto) being classified as
                                         a liability award under ASC Topic 718 (or such successor).




		8.6	Effective Date, Termination
and Suspension, Amendments.






8.6.1      Effective
Date. This Plan is effective as of April 6, 2017, the date of its approval by the Board (the “Effective Date”).
This Plan shall be submitted for and subject to stockholder approval no later than twelve months after the Effective Date. Unless
earlier terminated by the Board and subject to any extension that may be approved by stockholders, this Plan shall terminate at
the close of business on the day before the tenth anniversary of the Effective Date. After the termination of this Plan either
upon such stated termination date or its earlier termination by the Board, no additional awards may be granted under this Plan,
but previously granted awards (and the authority of the Administrator with respect thereto, including the authority to amend such
awards) shall remain outstanding in accordance with their applicable terms and conditions and the terms and conditions of this
Plan.


8.6.2      Board
Authorization. The Board may, at any time, terminate or, from time to time, amend, modify or suspend this Plan, in whole
or in part. No awards may be granted during any period that the Board suspends this Plan.


8.6.3      Stockholder
Approval. To the extent then required by applicable law or deemed necessary or advisable by the Board, any amendment to
this Plan shall be subject to stockholder approval.



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8.6.4      Amendments
to Awards. Without limiting any other express authority of the Administrator under (but subject to) the express limits
of this Plan, the Administrator by agreement or resolution may waive conditions of or limitations on awards to participants that
the Administrator in the prior exercise of its discretion has imposed, without the consent of a participant, and (subject to the
requirements of Sections 3.2 and 8.6.5) may make other changes to the terms and conditions of awards. Any amendment or other action
that would constitute a repricing of an award is subject to the no-repricing provision of Section 3.3. The Minimum Vesting Requirement
shall not limit or restrict the Administrator’s discretion to accelerate the vesting of any award in any circumstances it
determines to be appropriate.


8.6.5      Limitations
on Amendments to Plan and Awards. No amendment, suspension or termination of this Plan or amendment of any outstanding
award agreement shall, without written consent of the participant, affect in any manner materially adverse to the participant
any rights or benefits of the participant or obligations of the Corporation under any award granted under this Plan prior to the
effective date of such change. Changes, settlements and other actions contemplated by Section 7 shall not be deemed to constitute
changes or amendments for purposes of this Section 8.6.


		8.7	Privileges
                                         of Stock Ownership. Except as otherwise expressly authorized by the Administrator,
                                         a participant shall not be entitled to any privilege of stock ownership as to any shares
                                         of Common Stock not actually delivered to and held of record by the participant. Except
                                         as expressly required by Section 7.1 or otherwise expressly provided by the Administrator,
                                         no adjustment will be made for dividends or other rights as a stockholder for which a
                                         record date is prior to such date of delivery.



		8.8	Governing
                                         Law; Severability.



8.8.1      Choice
of Law. This Plan, the awards, all documents evidencing awards and all other related documents shall be governed by, and
construed in accordance with the laws of the State of Florida, notwithstanding any Florida or other conflict of law provision
to the contrary.


8.8.2      Severability.
If a court of competent jurisdiction holds any provision invalid and unenforceable, the remaining provisions of this Plan shall
continue in effect.


		8.9	Captions. Captions
and headings are given to the sections and subsections of this Plan solely as a convenience to facilitate reference. Such headings
shall not be deemed in any way material or relevant to the construction or interpretation of this Plan or any provision thereof.



		8.10	Stock-Based
                                         Awards in Substitution for Stock Options or Awards Granted by Other Corporation.
                                         Awards may be granted to Eligible Persons in substitution for or in connection
                                         with an assumption of employee stock options, SARs, restricted stock or other stock-based
                                         awards granted by other entities to persons who are or who will become Eligible Persons
                                         in respect of the Corporation or one of its Subsidiaries, in connection with a distribution,
                                         merger or other reorganization by or with the granting entity or an affiliated entity,
                                         or the acquisition by the Corporation or one of its Subsidiaries, directly or indirectly,
                                         of all or a substantial part of the stock or assets of the employing entity. The awards
                                         so granted need not comply with other specific terms of this Plan, provided the awards
                                         reflect adjustments giving effect to the assumption or substitution consistent with any
                                         conversion applicable to the Common Stock (or the securities otherwise subject to the
                                         award) in the transaction and any change in the issuer of the security. Any shares that
                                         are delivered and any awards that are granted by, or become obligations of, the Corporation,
                                         as a result of the assumption by the Corporation of, or in substitution for, outstanding
                                         awards previously granted or assumed by an acquired company (or previously granted or
                                         assumed by a predecessor employer (or direct or indirect parent thereof) in the case
                                         of persons that become employed by the Corporation or one of its Subsidiaries in connection
                                         with a business or asset acquisition or similar transaction) shall not be counted against
                                         the Share Limit or other limits on the number of shares available for issuance under
                                         this Plan.



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		8.11	Non-Exclusivity
                                         of Plan. Nothing in this Plan shall limit or be deemed to limit the authority
                                         of the Board or the Administrator to grant awards or authorize any other compensation,
                                         with or without reference to the Common Stock, under any other plan or authority.



		8.12	No
                                         Corporate Action Restriction. The existence of this Plan, the award agreements
                                         and the awards granted hereunder shall not limit, affect, or restrict in any way the
                                         right or power of the Corporation or any Subsidiary (or any of their respective shareholders,
                                         boards of directors or committees thereof (or any subcommittees), as the case may be)
                                         to make or authorize: (a) any adjustment, recapitalization, reorganization or other change
                                         in the capital structure or business of the Corporation or any Subsidiary, (b) any merger,
                                         amalgamation, consolidation or change in the ownership of the Corporation or any Subsidiary,
                                         (c) any issue of bonds, debentures, capital, preferred or prior preference stock ahead
                                         of or affecting the capital stock (or the rights thereof) of the Corporation or any Subsidiary,
                                         (d) any dissolution or liquidation of the Corporation or any Subsidiary, (e) any sale
                                         or transfer of all or any part of the assets or business of the Corporation or any Subsidiary,
                                         (f) any other award, grant, or payment of incentives or other compensation under any
                                         other plan or authority (or any other action with respect to any benefit, incentive or
                                         compensation), or (g) any other corporate act or proceeding by the Corporation or any
                                         Subsidiary. No participant, beneficiary or any other person shall have any claim under
                                         any award or award agreement against any member of the Board or the Administrator, or
                                         the Corporation or any employees, officers or agents of the Corporation or any Subsidiary,
                                         as a result of any such action.



		8.13	Other
                                         Company Benefit and Compensation Programs. Payments and other benefits received
                                         by a participant under an award made pursuant to this Plan shall not be deemed a part
                                         of a participant’s compensation for purposes of the determination of benefits under
                                         any other employee welfare or benefit plans or arrangements, if any, provided by the
                                         Corporation or any Subsidiary, except where the Administrator expressly otherwise provides
                                         or authorizes in writing. Awards under this Plan may be made in addition to, in combination
                                         with, as alternatives to or in payment of grants, awards or commitments under any other
                                         plans, arrangements or authority of the Corporation or its Subsidiaries.



		8.14	Clawback
                                         Policy. The awards granted under this Plan are subject to the terms of the Corporation’s
                                         recoupment, clawback or similar policy as it may be in effect from time to time, as well
                                         as any similar provisions of applicable law, any of which could in certain circumstances
                                         require repayment or forfeiture of awards or any shares of Common Stock or other cash
                                         or property received with respect to the awards (including any value received from a
                                         disposition of the shares acquired upon payment of the awards).






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