Exhibit 10.1


SECOND AMENDED AND
RESTATED

CARDCONNECT CORP. 2016 OMNIBUS EQUITY COMPENSATION PLAN

May 23, 2017


1. Purpose


The purpose of the Plan is to provide (i) employees of the Company
or an Affiliate of the Company, (ii) any individual who provides
services to the Company or an Affiliate of the Company, and (iii)
members of the Board, with the opportunity to receive grants of
Options, SARs, Stock Units, Performance Shares, Stock Awards,
Dividend Equivalents and Other Stock-Based Awards. The Company
believes that the Plan will encourage the Participants to
contribute materially to the growth of the Company, thereby
benefiting the Company’s stockholders, and will align the
economic interests of the Participants with those of the
stockholders. The Plan is dated as of April 13, 2017, subject to
stockholder approval of the Plan.


2. Definitions


Whenever used in this Plan, the following terms will have the
respective meanings set forth below:


(a) “Administrator”
means the Committee and any delegate of the Committee that is
appointed in accordance with Section 3, except that the Board shall
be the Administrator with respect to Grants to Non-Employee
Directors.


(b) “Affiliate”
means a person that directly, or indirectly through one or more
intermediaries, controls or is controlled by, or is under common
control with, the Person specified.


(c) “Board”
means the Company’s Board of Directors as constituted from
time to time.


(d) “Change of
Control” means the first to occur of any of the
following events:


(i) the sale, lease or transfer, in one or a series of related
transactions, of all or substantially all of the assets of the
Company, taken as a whole, to any Person other than any one or more
Qualified Affiliates;


(ii) the acquisition by any Person or group (within the meaning of
Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any
successor provision), including any group acting for the purpose of
acquiring, holding or disposing of securities (within the meaning
of Rule 13d-5(b)(1) under the Exchange Act), in a single
transaction or in a related series of transactions, by way of
merger, consolidation or other business combination or purchase of
beneficial ownership (within the meaning of Rule 13d-3 under the
Exchange Act, or any successor provision) of 50% or more of the
total voting power of the voting capital interests of the Company,
other than an acquisition by one or more Qualified Affiliates;
or


(iii) directors are elected such that a majority of the members of
the Board shall have been members of the Board for less than two
years, unless the election or nomination for election of each new
director who was not a director at the beginning of such two-year
period was approved by a vote of at least two-thirds of the
directors then still in office who were directors at the beginning
of such period.


(e) “Code”
means the Internal Revenue Code of 1986, as amended.


(f) “Company”
means CardConnect Corp., a Delaware corporation, formerly known as
FinTech Acquisition Corp.


(g) “Committee”
means the Compensation Committee of the Board or another committee
appointed by the Board to administer the Plan.


(h) “Date of
Grant” means the date a Grant is effective; provided,
however, that no retroactive Grants will be made.


(i) “Dividend
Equivalent” means an amount determined by multiplying
the number of shares of Stock, Performance Shares or Stock Units
subject to a Grant by the per-share cash dividend, or the per-share
fair market value (as determined by the Administrator) of any
dividend in consideration other than cash, paid by the Company on
its Stock on a dividend payment date.


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(j) “Effective
Date” of the Plan means April 13, 2017, subject to
approval by the stockholders of the Company.


(k) “Exchange
Act” means the Securities Exchange Act of 1934, as
amended


(l) “Fair Market
Value” of Stock is (i) if the Stock is publicly
traded, then the Fair Market Value per share shall be determined as
follows: (A) if the principal trading market for the Stock is a
national securities exchange, the last reported sale price during
regular trading hours on the relevant date or (if there were no
trades on that date) the latest preceding date upon which a sale
was reported, or (B) if the Stock is not principally traded on such
exchange or market, the mean between the last reported
“bid” and “asked” prices of Stock on the
relevant date, as reported by the National Daily Quotation Bureau,
Inc. or as reported in a customary financial reporting service, as
applicable and as the Administrator determines, or (ii) if the
Stock is not publicly traded or, if publicly traded, is not subject
to reported transactions or “bid” or
“asked” quotations as set forth above, the Fair Market
Value per share shall be as determined by the Administrator.


(m) “Grant”
means an Option, SAR, Stock Unit, Performance Share, Stock Award,
Dividend Equivalent or Other Stock-Based Award granted under the
Plan.


(n) “Grant
Instrument” means the written agreement that sets
forth the terms and conditions of a Grant, including all amendments
thereto.


(o) “Incentive
Stock Option” means a stock option that is intended to
meet the requirements of section 422 of the Code, as described in
Section 7.


(p) “Non-Employee
Director” means a non-employee director of the Company
as defined by Rule 16b-3 under the Exchange Act.


(q) “Nonqualified
Stock Option” means a stock option that is not
intended to meet the requirements of section 422 of the Code, as
described in Section 7.


(r) “Option”
means an Incentive Stock Option or Nonqualified Stock Option to
purchase shares of Stock at an Option Price for a specified period
of time.


(s) “Option
Price” means an amount per share of Stock purchasable
under an Option, as designated by the Administrator.


(t) “Other
Stock-Based Award” means any Grant based on, measured
by or payable in Stock (other than Grants described in Sections 7,
8, 9, 10, 11 and 12), as described in Section 13.


(u) “Parent”
means a “parent corporation,” as defined in section
424(e) of the Code, of the Company.


(v) “Participant”
means an employee of the Company or an Affiliate of the Company, a
member of the Board, or an individual who provides services to the
Company or an Affiliate of the Company, and is selected by the
Administrator to receive a Grant under the Plan.


(w) “Performance
Shares” means an award of phantom shares, representing
one or more shares of Stock, as described in Section 10.


(x) “Person”
means any individual, corporation, partnership, joint venture,
limited liability company, estate, trust, or unincorporated
association, and any fiduciary acting in such capacity on behalf of
any of the foregoing.


(y) “Plan”
means this Second Amended and Restated CardConnect Corp. 2016
Omnibus Equity Compensation Plan, as in effect from time to
time.


(z) “Qualified
Affiliate” means (i) any Person that is part of a
controlled group or under common control with the Company; (ii) any
employee benefit plan (or related trust) sponsored or maintained by
the Company or by any entity controlled by the Company; or (iii)
any Person controlled by any executive officer (as defined by Rule
16a-1(f) of the Exchange Act) of the Company. For purposes of this
definition, “controlled by” shall mean possessing,
directly or indirectly, the power to direct or cause the direction
of the management and policies of a Person, whether through the
ownership of voting securities, by contract or otherwise.


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(aa) “Stock”
means the common stock, par value $0.001, of the Company or such
other securities of the Company as may be substituted for Stock
pursuant to Sections 5(d) or 18.


(bb) “SAR”
means an award of a stock appreciation right, as described in
Section 8.


(cc) “Stock
Award” means an award of Stock, as described in
Section 11.


(dd) “Stock
Unit” means an award of a phantom unit, representing
one or more shares of Stock, as described in Section 9.


(ee) “Subsidiary”
means any entity in which the Company has a greater than 50%
ownership interest. For purposes of Sections 7(c), (d) and (h),
“Subsidiary” shall mean a “subsidiary
corporation,” as defined in section 424(f) of the Code, of
the Company.


(ff) “Successor
Participant” means the personal representative or
other person entitled to succeed to the rights of the Participant
in accordance with Section 17.


3. Administration


(a) The Plan shall be administered by the Administrator. The
Administrator shall have the sole authority to (i) determine the
Participants to whom Grants shall be made under the Plan, (ii)
determine the type, size and terms of the Grants to be made to each
Participant, (iii) determine the time when the Grants will be made
and the duration of any applicable exercise or restriction period,
including the criteria for exercisability and the acceleration of
exercisability, (iv) amend the terms of any previously issued
Grant, subject to the provisions of Section 20, (v) adopt
guidelines separate from the Plan that set forth the specific terms
and conditions for Grants under the Plan, and (vi) deal with any
other matters arising under the Plan.


(b) The Administrator shall have full power and express
discretionary authority to administer and interpret the Plan, to
make factual determinations and to adopt or amend such rules,
regulations, agreements and instruments for implementing the Plan
and for the conduct of its business as it deems necessary or
advisable, in its sole discretion. The Administrator’s
interpretations of the Plan and all determinations made by the
Administrator pursuant to the powers vested in it hereunder shall
be conclusive and binding on all persons having any interest in the
Plan or in any awards granted hereunder. All powers of the
Administrator shall be executed in its sole discretion, in the best
interest of the Company, not as a fiduciary, and in keeping with
the objectives of the Plan and need not be uniform as to similarly
situated individuals.


(c) The Administrator, in its discretion, may delegate to one or
more officers of the Company all or part of the
Administrator’s authority and duties with respect to grants
and awards to individuals who are not subject to the reporting and
other provisions of Section 16 of the Exchange Act. The
Administrator may revoke or amend the terms of a delegation at any
time but such action shall not invalidate any prior actions of the
Administrator’s delegate or delegates that were consistent
with the terms of the Plan and the Administrator’s prior
delegation. Any delegation by the Administrator pursuant to this
Section shall be subject to such conditions and limitations as may
be determined by the Administrator and shall be subject to and
limited by applicable law or regulation, including without
limitation the rules and regulations of the New York Stock Exchange
or such other securities exchange on which the Stock is then
listed.


4. Grants


Grants under the Plan may consist of Options, SARs, Stock Units,
Performance Shares, Stock Awards, Dividend Equivalents and Other
Stock-Based Awards. All Grants shall be subject to the terms and
conditions set forth herein and to such other terms and conditions
consistent with the Plan as the Administrator deems appropriate and
as are specified in writing by the Administrator in separate
guidelines or to the individual in the Grant Instrument or an
amendment to the guidelines or Grant Instrument. The Administrator
shall approve the form and provisions of each Grant Instrument. All
Grants shall be made conditional upon the Participant’s
acknowledgment, in writing or by acceptance of the Grant, that all
decisions and determinations of the Administrator shall be final
and binding on the Participant, his or her beneficiaries, and any
other person having or claiming an interest under such Grant.
Grants under a particular Section of the Plan need not be uniform
as among the Participants.


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5. Shares of Stock Subject to the Plan


(a) Shares Authorized. The total aggregate number of
shares of Stock that may be issued or transferred under the Plan is
8,396,296 shares, subject to adjustment as described below. The
shares may be authorized but unissued shares of Stock or reacquired
shares of Stock, including shares purchased by the Company on the
open market for purposes of the Plan. Grants paid in cash shall not
count against the foregoing share limits.


(b) Share Counting. For administrative purposes, when
the Administrator makes a Grant payable in Stock, the Administrator
shall reserve shares of Stock equal to the maximum number of shares
of Stock that may be payable under the Grant. If and to the extent
Options or SARs granted under the Plan terminate, expire, or are
canceled, forfeited, exchanged or surrendered without having been
exercised or if any Stock Awards, Stock Units, Performance Shares,
Dividend Equivalents or Other Stock-Based Awards are forfeited or
terminated, or otherwise are not paid in full, the shares subject
to such Grants which have not been issued shall again be available
for purposes of the Plan. Shares of Stock withheld in payment of
the Option Price of an Option or withheld for purposes of
satisfying the Employer’s minimum tax withholding obligations
with respect to Grants under the Plan shall not be available for
re-issuance or transfer under the Plan. Upon the exercise of an
Option through the withholding of shares or upon the exercise of a
SAR, then both for purposes of calculating the number of shares of
Stock remaining available for issuance under the Plan and the
number of shares of Stock remaining available for exercise under
the Option or SAR, the number of such shares shall be reduced by
the gross number of shares for which the Option or SAR is
exercised. To the extent that any Grants are paid in cash and not
shares of Stock, such Grants shall not count against the share
limits in subsection (a) above. For the avoidance of doubt, if
shares of Stock are repurchased on the open market with the
proceeds of the exercise price of Options, such shares may not
again be made available for issuance under the Plan.


(c) Individual Limits. All Grants under the Plan, other
than Dividend Equivalents, shall be expressed in shares of Stock.
The maximum aggregate number of shares of Stock with respect to
which all Grants, other than Dividend Equivalents, may be made
under the Plan to any individual during any calendar year shall be
400,000 shares, subject to adjustment as described below. A
Participant may not accrue Dividend Equivalents during any calendar
year in excess of $250,000. The individual limits described in this
subsection (c) shall apply without regard to whether the Grants are
to be paid in Stock or in cash; provided, however, that the
individual limit shall not apply to option grants made to Jeffrey
Shanahan, Patrick Shanahan and Charles Bernicker pursuant to the
amended and restated employment agreements with such individuals
each dated as of July 29, 2016. All cash payments (other than
Dividend Equivalents) shall equal the Fair Market Value of the
shares of Stock to which the cash payment relates.


(d) Adjustments. If there is any change in the number
or kind of shares of Stock outstanding (i) by reason of a stock
dividend, spinoff, recapitalization, stock split, or combination or
exchange of shares, (ii) by reason of a merger, reorganization or
consolidation, (iii) by reason of a reclassification or change in
par value, or (iv) by reason of any other extraordinary or unusual
event affecting the outstanding Stock as a class without the
Company’s receipt of consideration, or if the value of
outstanding shares of Stock is substantially reduced as a result of
a spinoff or the Company’s payment of an extraordinary
dividend or distribution, the maximum number of shares of Stock
available for issuance under the Plan, the maximum number of shares
of Stock for which any individual may receive pursuant to Grants in
any year, the number of shares covered by outstanding Grants, the
kind of shares to be issued or transferred under the Plan, and the
price per share or the applicable market value of such Grants shall
be equitably adjusted by the Administrator, in such manner as the
Administrator deems appropriate, to reflect any increase or
decrease in the number of, or change in the kind or value of,
issued shares of Stock to preclude, to the extent practicable, the
enlargement or dilution of rights and benefits under such Grants;
provided, however, that any fractional shares resulting from such
adjustment shall be eliminated. In addition, in the event of a
Change of Control of the Company, the provisions of Section 18 of
the Plan shall apply. Any adjustments to outstanding Grants shall
be consistent with section 409A or 424 of the Code, to the extent
applicable. Any adjustments determined by the Administrator shall
be final, binding and conclusive.


6. Eligibility for Participation


Any employee of the Company or an Affiliate of the Company, any
member of the Board and any individual who provides services to the
Company or an Affiliate of the Company is eligible to participate
in this Plan if the Administrator, in its sole discretion,
determines that such person has contributed significantly or can be
expected to


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contribute significantly to the profits or growth of the Company or
an Affiliate of the Company. Grants will be made only to persons
who are employees, directors, consultants or advisors of the
Company for purposes of Form S-8 registration under the Securities
Act of 1933, as amended. Options and SARs may be granted only to
persons who perform direct services to the Company on the date of
grant, as determined under section 409A of the Code.


7.
Options


(a) General Requirements. The Administrator may grant
Options to a Participant upon such terms and conditions as the
Administrator deems appropriate under this Section 7.


(b) Number of Shares. The Administrator shall determine
the number of shares of Stock that will be subject to each Grant of
Options to Participants.


(c) Type of Option and Price.


(i) The Administrator may grant Incentive Stock Options or
Nonqualified Stock Options or any combination of Incentive Stock
Options and Nonqualified Stock Options. Incentive Stock Options may
be granted only to employees of the Company or its Subsidiaries. No
Option that is intended to be an Incentive Stock Option shall be
invalid for failure to qualify as an Incentive Stock Option.
Nonqualified Stock Options may be granted to any Participant.


(ii) The Option Price shall be determined by the Administrator and
may be equal to or greater than the Fair Market Value of the shares
of Stock subject to the Grant on the Date of Grant; provided,
however, that an Incentive Stock Option may not be granted to any
person who, at the Date of Grant, owns stock possessing more than
10 percent of the total combined voting power of all classes of
stock of the Company or any Subsidiary, unless the Option Price is
not less than 110% of the Fair Market Value on the Date of
Grant.


(d) Option Term. The Administrator shall determine the
term of each Option. The term of an Option shall not exceed ten
years from the Date of Grant. However, an Incentive Stock Option
that is granted to an Employee who, at the Date of Grant, owns
stock possessing more than 10 percent of the total combined voting
power of all classes of stock of the Company, or any Subsidiary,
may not have a term that exceeds five years from the Date of
Grant.


(e) Exercisability of Options. Options shall become
exercisable in accordance with such terms and conditions as may be
determined by the Administrator and specified in the Grant
Instrument. The Administrator may accelerate the exercisability of
any or all outstanding Options at any time for any reason.


(f) Termination of Employment or Service. Except as
provided in the Grant Instrument, an Option may only be exercised
while the Participant is employed by, or providing service to, the
Company, an Affiliate or another entity as designated in the Grant
Instrument. The Administrator shall specify in the Grant Instrument
under what circumstances and during what time periods a Participant
may exercise an Option after termination of employment or
service.


(g) Exercise of Options. A Participant may exercise an
Option that has become exercisable, in whole or in part, by
delivering a notice of exercise to the Company or its designated
agent. The Participant shall pay the Option Price and any
withholding taxes for the Option (i) in cash or by certified check,
(ii) with the approval of the Administrator, by withholding shares
of Stock subject to the Option, by delivering shares of Stock owned
by the Participant or by attestation (on a form prescribed by the
Administrator) to ownership of shares of Stock (in each case, such
shares of Stock shall have an aggregate Fair Market Value on the
date of exercise equal to the Option Price), (iii) in cash, on the
T+3 settlement date that occurs after the exercise date specified
in the notice of exercise, provided that the Participant exercises
the Option through an irrevocable agreement with a registered
broker and the payment is made in accordance with procedures
permitted by Regulation T of the Federal Reserve Board and such
procedures do not violate applicable law, or (iv) by such other
method as the Administrator may approve, to the extent permitted by
applicable law. Shares of Stock used to exercise an Option shall
have been held by the Participant for the requisite period of time
to avoid adverse accounting consequences to the Company with
respect to the Option. Payment for the shares pursuant to the
Option, and any required withholding taxes, must be received by the
time specified by the Administrator depending on the type of
payment being made.


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(h) Limits on Incentive Stock Options. Each Incentive
Stock Option shall provide that if the aggregate Fair Market Value
on the Date of Grant with respect to which Incentive Stock Options
are exercisable for the first time by a Participant during any
calendar year, under the Plan or any other stock option plan of the
Company or a Parent or Subsidiary, exceeds $100,000, then the
Option, as to the excess, shall be treated as a Nonqualified Stock
Option.


8.
SARs


(a) General Requirements. The Administrator may grant
SARs to any Participant, upon such terms and conditions as the
Administrator deems appropriate under this Section 8. Each SAR
shall represent the right of the Participant to receive, upon
settlement of the SAR, shares of Stock or cash equal to the amount
by which the Fair Market Value of a share of Stock on the date of
exercise of the SAR exceeds the base amount of the SAR as described
below in Section 8(c).


(b) Terms of SARs. The Administrator shall determine
the terms and conditions of SARs and may grant SARs separately from
or in tandem with any Option (for all or a portion of the
applicable Option). Tandem SARs may be granted either at the time
the Option is granted or any time thereafter while the Option
remains outstanding; provided, however, that in the case of an
Incentive Stock Option, SARs may be granted only at the time of the
grant of the Incentive Stock Option. The Administrator will
determine the number of SARs to be granted, the base amount, the
vesting and other restrictions applicable to SARs and the period
during which SARs will remain exercisable. The term of SARs shall
not exceed ten years from the Date of Grant.


(c) Base Amount. The Administrator shall establish the
base amount of the SAR at the time the SAR is granted. The base
amount shall not be less than the Fair Market Value of the shares
of Stock subject to the Grant on the Date of Grant.


(d) Payment With Respect to SARs. The Administrator
shall determine whether the appreciation in an SAR shall be paid in
the form of cash, in Stock, or in a combination of the two, in such
proportion as the Administrator deems appropriate. For purposes of
calculating the number of shares of Stock to be received, Stock
shall be valued at its Fair Market Value on the date of exercise of
the SAR. If shares of Stock are to be received upon exercise of an
SAR, cash shall be delivered in lieu of any fractional share.


(e) Requirement of Employment or Service. The
Administrator shall determine in the Grant Instrument under what
circumstances a Participant may retain SARs after termination of
the Participant’s employment or service, and the
circumstances under which SARs may be forfeited.


9.
Stock Units


(a) General Requirements. The Administrator may grant
Stock Units to a Participant, upon such terms and conditions as the
Administrator deems appropriate under this Section 9. Each Stock
Unit shall represent the right of the Participant to receive a
share of Stock or an amount based on the value of a share of Stock.
All Stock Units shall be credited to accounts on the
Company’s records for purposes of the Plan.


(b) Terms of Stock Units. The Administrator may grant
Stock Units that are payable if specified performance goals or
other conditions are met, or under other circumstances. Stock Units
may be paid at the end of a specified period, or payment may be
deferred to a date authorized by the Administrator. The
Administrator shall determine the number of Stock Units to be
granted and the requirements applicable to such Stock Units.


(c) Payment With Respect to Stock Units. Payment with
respect to Stock Units shall be made in cash, in Stock, or in a
combination of the two, as determined by the Administrator. The
Grant Instrument shall specify the maximum number of shares that
shall be paid under the Stock Units.


(d) Requirement of Employment or Service. The
Administrator shall determine in the Grant Instrument under what
circumstances a Participant may retain Stock Units after
termination of the Participant’s employment or service, and
the circumstances under which Stock Units may be forfeited.


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10.
Performance Shares


(a) General Requirements. The Administrator may grant
Performance Shares to a Participant, upon such terms and conditions
as the Administrator deems appropriate under this Section 10. Each
Performance Share shall represent the right of the Participant to
receive a share of Stock or an amount based on the value of a share
of Stock, if specified performance goals are met. All Performance
Shares shall be credited to accounts on the Company’s records
for purposes of the Plan.


(b) Terms of Performance Shares. The Administrator
shall establish the performance goals and other conditions for
payment of Performance Shares. Performance Shares may be paid at
the end of a specified performance or other period, or payment may
be deferred to a date authorized by the Administrator. The
Administrator shall determine the number of Performance Shares to
be granted and the requirements applicable to such Performance
Shares.


(c) Payment With Respect to Performance Shares. Payment
with respect to Performance Shares shall be made in cash, in Stock,
or in a combination of the two, as determined by the Administrator.
The Administrator may establish in the Grant Instrument a target
amount to be paid under a Performance Share based on achievement of
the performance goals.


(d) Requirement of Employment or Service. The
Administrator shall determine in the Grant Instrument under what
circumstances a Participant may retain Performance Shares after
termination of the Participant’s employment or service, and
the circumstances under which Performance Shares may be
forfeited.


11.
Stock Awards


(a) General Requirements. The Administrator may issue
or transfer shares of Stock to a Participant under a Stock Award,
upon such terms and conditions as the Administrator deems
appropriate under this Section 11. Shares of Stock issued or
transferred pursuant to Stock Awards may be issued or transferred
for cash consideration or for no cash consideration, and subject to
restrictions or no restrictions, as determined by the
Administrator. The Administrator may establish conditions under
which restrictions on Stock Awards shall lapse over a period of
time or according to such other criteria as the Administrator deems
appropriate, including restrictions based upon the achievement of
specific performance goals.


(b) Number of Shares. The Administrator shall determine
the number of shares of Stock to be issued or transferred pursuant
to a Stock Award and any restrictions applicable to such
shares.


(c) Requirement of Employment or Service. The
Administrator shall determine in the Grant Instrument under what
circumstances a Participant may retain Stock Awards after
termination of the Participant’s employment or service, and
the circumstances under which Stock Awards may be forfeited.


(d) Restrictions on Transfer. While Stock Awards are
subject to restrictions, a Participant may not sell, assign,
transfer, pledge or otherwise dispose of the shares of a Stock
Award except upon death as described in Section 17. Each
certificate, or electronic book entry equivalent, for a share of a
Stock Award shall contain a legend giving appropriate notice of the
restrictions in the Grant. The Participant shall be entitled to
have the legend removed when all restrictions on such shares have
lapsed. The Administrator may retain possession of any stock
certificates for Stock Awards until all restrictions on such shares
have lapsed.


(e) Right to Vote and to Receive Dividends. The
Administrator shall determine to what extent, and under what
conditions, the Participant shall have the right to vote shares of
Stock Awards and to receive any dividends or other distributions
paid on such shares during the restriction period. The
Administrator may determine that a Participant’s entitlement
to dividends or other distributions with respect to a Stock Award
shall be subject to achievement of performance goals or other
conditions.


12.
Dividend Equivalents


(a) General Requirements. When the Administrator makes
a Grant under the Plan, other than an Option or SAR, the
Administrator may grant Dividend Equivalents in connection with
such Grants, under such terms and conditions as the Administrator
deems appropriate under this Section 12. Dividend Equivalents may
be paid to Participants currently or may be deferred, as determined
by the Administrator. All Dividend Equivalents that are not


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paid currently shall be credited to accounts on the Company’s
records for purposes of the Plan. Dividend Equivalents may be
accrued as a cash obligation, or may be converted to Stock Units
for the Participant, as determined by the Administrator. Unless
otherwise specified in the Grant Instrument, deferred Dividend
Equivalents will not accrue interest. The Administrator may provide
that Dividend Equivalents shall be payable based on the achievement
of specific performance goals. Dividend Equivalents may accrue on
unearned performance awards but shall not be payable unless and
until such performance metrics are met.


(b) Payment with Respect to Dividend
Equivalents. Dividend Equivalents may be payable in cash
or shares of Stock or in a combination of the two, as determined by
the Administrator.


13.
Other Stock-Based Awards


The Administrator may grant other awards that are cash-based or
based on, measured by or payable in Stock to Participants, on such
terms and conditions as the Administrator deems appropriate under
this Section 13. Other Stock-Based Awards may be granted subject to
achievement of performance goals or other conditions and may be
payable in Stock or cash, or in a combination of the two, as
determined by the Administrator in the Grant Instrument.


14.
Qualified Performance-Based Compensation


(a) Designation as Qualified Performance-Based
Compensation. The Administrator may determine that Stock
Units, Performance Shares, Stock Awards, Dividend Equivalents or
Other Stock-Based Awards granted to an Employee shall be considered
“qualified performance-based compensation” under
section 162(m) of the Code. The provisions of this Section 14 shall
apply to any such Grants that are to be considered “qualified
performance-based compensation” under section 162(m) of the
Code. To the extent that Grants of Stock Units, Performance Shares,
Stock Awards, Dividend Equivalents or Other Stock-Based Awards
designated as “qualified performance-based
compensation” under section 162(m) of the Code are made, no
such Grant may be made as an alternative to another Grant that is
not designated as “qualified performance based
compensation” but instead must be separate and apart from all
other Grants made.


(b) Performance Goals. When Stock Units, Performance
Shares, Stock Awards, Dividend Equivalents or Other Stock-Based
Awards that are to be considered “qualified performance-based
compensation” are granted, the Administrator shall establish
in writing (i) the objective performance goals that must be met,
(ii) the period during which performance will be measured, (iii)
the maximum amounts that may be paid if the performance goals are
met, and (iv) any other conditions that the Administrator deems
appropriate and consistent with the Plan and the requirements of
section 162(m) of the Code for “qualified performance-based
compensation.” The performance goals shall satisfy the
requirements for “qualified performance-based
compensation,” including the requirement that the achievement
of the goals be substantially uncertain at the time they are
established and that the performance goals be established in such a
way that a third party with knowledge of the relevant facts could
determine whether and to what extent the performance goals have
been met. The Administrator shall not have discretion to increase
the amount of compensation that is payable upon achievement of the
designated performance goals, but the Administrator may reduce the
amount of compensation that is payable upon achievement of the
designated performance goals.


(c) Criteria Used for Objective Performance Goals. The
Administrator shall use objectively determinable performance goals
based on one or more of the following criteria: Stock price,
earnings per share of Stock, net earnings, operating earnings,
return on assets, stockholder return, return on equity, growth in
assets, unit volume, sales, market share, or strategic business
criteria consisting of one or more objectives based on meeting
specific revenue goals, market penetration goals, geographic
business expansion goals, cost targets or goals relating to
acquisitions or divestitures. The performance goals may relate to
the Participant’s business unit or the performance of the
Company, a Subsidiary, or the Company and its Subsidiaries as a
whole, or any combination of the foregoing. Performance goals need
not be uniform as among Participants.


(d) Timing of Establishment of Goals. The Administrator
shall establish the performance goals in writing either before the
beginning of the performance period or during a period ending no
later than the earlier of (i) 90 days after the beginning of the
performance period or (ii) the date on which 25% of the performance
period has been completed, or such other date as may be required or
permitted under applicable regulations under section 162(m) of the
Code.


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(e) Certification of Results. The Administrator shall
certify and announce the results for the performance period to all
Participants after the Company announces the Company’s
financial results for the performance period. The Administrator
shall determine the amount, if any, to be paid pursuant to each
Grant based on the achievement of the performance goals and the
terms of each Grant Instrument.


(f) Death, Disability or Other Circumstances. The
Administrator may provide in the Grant Instrument that Grants shall
be payable, in whole or in part, in the event of the
Participant’s death or disability, a Change of Control or
under other circumstances consistent with the Treasury regulations
and rulings under section 162(m) of the Code.


15.
Deferrals


The Administrator may permit or require a Participant to defer
receipt of the payment of cash or the delivery of shares of Stock
that would otherwise be due to the Participant in connection with
any Grant. The Administrator shall establish rules and procedures
for such deferrals. Any deferrals under the Plan shall be intended
to comply with the requirements of section 409A of the Code, and
any corresponding regulations and guidance.


16.
Withholding of Taxes


(a) Required Withholding. All Grants under the Plan
shall be subject to applicable federal (including FICA), state and
local tax withholding requirements. The Employer may require that
the Participant or other person receiving or exercising Grants pay
to the Employer the amount of any federal, state or local taxes
that the Employer is required to withhold with respect to such
Grants, or the Employer may deduct from other wages paid by the
Employer the amount of any withholding taxes due with respect to
such Grants.


(b) Election to Withhold Shares. If the Administrator
so permits, a Participant may elect to satisfy the Employer’s
tax withholding obligation with respect to Grants paid in Stock by
having shares withheld, at the time such Grants become taxable, up
to an amount that does not exceed the minimum applicable
withholding tax rate for federal (including FICA), state and local
tax liabilities. In addition, with respect to any required tax
withholding amount that exceeds the minimum applicable withholding
tax rate, the Administrator may permit a Participant to satisfy
such tax withholding obligation with respect to such excess amount
by providing that the Participant may elect to deliver to the
Company shares of Stock owned by the Participant that have been
held by the Participant for the requisite period of time to avoid
adverse accounting consequences to the Company. The elections
described in this subsection (b) must be in a form and manner
prescribed by the Administrator and may be subject to the prior
approval of the Administrator.


17.
Transferability of Grants


(a) In General. Except as provided in this Section 17,
only the Participant may exercise rights under a Grant during the
Participant’s lifetime. A Participant may not transfer those
rights except by will or by the laws of descent and distribution,
or, with respect to Grants other than Incentive Stock Options, if
permitted in any specific case by the Administrator, pursuant to a
domestic relations order. When a Participant dies, the Successor
Participant may exercise such rights in accordance with the terms
of the Plan. A Successor Participant must furnish proof
satisfactory to the Company of his or her right to receive the
Grant under the Participant’s will or under the applicable
laws of descent and distribution.


(b) Transfer of Nonqualified Stock
Options. Notwithstanding the foregoing, the Administrator
may provide in a Grant Instrument that a Participant may transfer
Nonqualified Stock Options to family members of the Participant,
one or more trusts in which family members of the Participant have
more than 50% of the beneficial interest, foundations in which
family members of the Participant (or the Participant) control the
management of assets, or any other entity in which family members
of the Participant (or the Participant) own more than 50% of the
voting interests, consistent with applicable securities laws,
according to such terms as the Administrator may determine;
provided that the Participant receives no consideration for the
transfer of a Nonqualified Stock Option and the transferred
Nonqualified Stock Option shall continue to be subject to the same
terms and conditions as were applicable to the Nonqualified Stock
Option immediately before the transfer.


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18.
Consequences of a Change of Control


(a) Assumption of Grants. Upon a Change of Control
where the Company is not the surviving corporation (or survives
only as a subsidiary of another corporation), unless the
Administrator determines otherwise, all outstanding Options and
SARs that are not exercised shall be assumed by, or replaced with
comparable options or rights by, the surviving corporation (or a
parent or subsidiary of the surviving corporation), and other
outstanding Grants shall be converted to similar grants of the
surviving corporation (or a parent or subsidiary of the surviving
corporation).


(b) Other Alternatives. Notwithstanding the foregoing,
in the event of a Change of Control, the Administrator may take any
of the following actions with respect to any or all outstanding
Grants: the Administrator may (i) determine that outstanding
Options and SARs shall accelerate and become exercisable, in whole
or in part, upon the Change of Control or upon such other event as
the Administrator determines, (ii) determine that the restrictions
and conditions on outstanding Stock Awards shall lapse, in whole or
in part, upon the Change of Control or upon such other event as the
Administrator determines, (iii) determine that Participants holding
Stock Units, Performance Shares, Dividend Equivalents, and Other
Stock-Based Awards shall receive a payment in settlement of such
Stock Units, Performance Shares, Dividend Equivalents, and Other
Stock-Based Awards in an amount determined by the Administrator,
(iv) require that Participants surrender their outstanding Options
and SARs in exchange for a payment by the Company, in cash or
Stock, as determined by the Administrator, in an amount equal to
the amount by which the then Fair Market Value of the shares of
Stock subject to the Participant’s unexercised Options and
SARs exceeds the Option Price of the Options or the base amount of
SARs, as applicable, or (v) after giving Participants an
opportunity to exercise their outstanding Options and SARs,
terminate any or all unexercised Options and SARs at such time as
the Administrator deems appropriate. Such surrender, termination or
settlement shall take place as of the date of the Change of Control
or such other date as the Administrator may specify. The
Administrator shall have no obligation to take any of the foregoing
actions, and, in the absence of any such actions, outstanding
Grants shall continue in effect according to their terms (subject
to any assumption pursuant to subsection (a)).


(c) Administrator. The Administrator making the
determinations under this Section 18 following a Change of Control
must be comprised of the same members as those constituting the
Administrator immediately before the Change of Control.


19.
Requirements for Issuance of Shares


No shares of Stock shall be issued or transferred in connection
with any Grant hereunder unless and until all legal requirements
applicable to the issuance of such Stock have been complied with to
the satisfaction of the Administrator. The Administrator shall have
the right to condition any Grant made to any Participant hereunder
on such Participant’s undertaking in writing to comply with
such restrictions on his or her subsequent disposition of such
shares of Stock as the Administrator shall deem necessary or
advisable, and certificates representing such shares may be
legended to reflect any such restrictions. Certificates
representing shares of Stock issued or transferred under the Plan
will be subject to such stop-transfer orders and other restrictions
as may be required by applicable laws, regulations and
interpretations, including any requirement that a legend be placed
thereon.


20.
Amendment and Termination of the Plan


(a) Amendment. The Board may amend or terminate the
Plan at any time; provided, however, that the Board shall not amend
the Plan without approval of the stockholders of the Company if
such approval is required in order to comply with the Code,
applicable laws and stock exchange requirements, or as required by
Section 21(b) below. No amendment or termination of this Plan
shall, without the consent of the Participant, impair any rights or
obligations under any Grant previously made to the Participant,
unless such right has been reserved in the Plan or the Grant
Instrument, or except as provided in Section 21(b) below.


(b) No Repricing Without Stockholder Approval. Except
in connection with a corporate transaction involving the Company
(including, without limitation, any stock dividend, stock split,
extraordinary cash dividend, recapitalization, reorganization,
merger, consolidation, split-up, spin-off, combination, or exchange
of shares), the terms of outstanding awards may not be amended to
reduce the exercise price of outstanding Options or SARs or cancel
outstanding Options or SARs in exchange for cash, other awards or
Options or SARs with an exercise price that is less than the
exercise price of the original Options or SARs without stockholder
approval.


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(c) Stockholder Approval for “Qualified Performance-Based
Compensation.” If Stock Units, Performance Shares,
Stock Awards, Dividend Equivalents or Other Stock-Based Awards are
granted as “qualified performance-based compensation”
under Section 14 above, the Plan must be reapproved by the
Company’s stockholders no later than the first stockholders
meeting that occurs in the fifth year following the year in which
the stockholders previously approved the provisions of Section 14,
if additional Grants are to be made under Section 14 and if
required by section 162(m) of the Code or the regulations
thereunder.


(d) Termination of Plan. The Plan shall terminate on
July 27, 2026, unless the Plan is terminated earlier by the Board
or is extended by the Board with the approval of the stockholders.
The termination of the Plan shall not impair the power and
authority of the Administrator with respect to an outstanding
Grant.


21.
Miscellaneous


(a) Grants in Connection with Corporate Transactions and
Otherwise. Nothing contained in this Plan shall be
construed to (i) limit the right of the Administrator to make
Grants under this Plan in connection with the acquisition, by
purchase, lease, merger, consolidation or otherwise, of the
business or assets of any corporation, firm or association,
including Grants to employees thereof who become Employees, or for
other proper corporate purposes, or (ii) limit the right of the
Company to grant stock options or make other awards outside of this
Plan. Without limiting the foregoing, the Administrator may make a
Grant to an employee of another corporation who becomes an Employee
by reason of a corporate merger, consolidation, acquisition of
stock or property, reorganization or liquidation involving the
Company in substitution for a grant made by such corporation. The
terms and conditions of the substitute Grants may vary from the
terms and conditions required by the Plan and from those of the
substituted stock incentives. The Administrator shall prescribe the
provisions of the substitute Grants.


(b) Compliance with Law.


(i) The Plan, the exercise of Options or SARs and the obligations
of the Company to issue or transfer shares of Stock under Grants
shall be subject to all applicable laws and to approvals by any
governmental or regulatory agency as may be required. With respect
to persons subject to section 16 of the Exchange Act, it is the
intent of the Company that the Plan and all transactions under the
Plan comply with all applicable provisions of Rule 16b-3 or its
successors under the Exchange Act. In addition, it is the intent of
the Company that the Plan and applicable Grants comply with the
applicable provisions of sections 162(m), 409A and 422 of the Code.
To the extent that any legal requirement of section 16 of the
Exchange Act or sections 162(m), 409A or 422 of the Code as set
forth in the Plan ceases to be required under section 16 of the
Exchange Act or sections 162(m), 409A or 422 of the Code, that Plan
provision shall cease to apply. The Administrator may revoke any
Grant if it is contrary to law or modify a Grant to bring it into
compliance with any valid and mandatory government regulation. The
Administrator may also adopt rules regarding the withholding of
taxes on payments to Participants. The Administrator may, in its
sole discretion, agree to limit its authority under this
Section.


(ii) The Plan is intended to comply with the requirements of
section 409A of the Code, to the extent applicable. Each Grant
shall be construed and administered such that the Grant either (A)
qualifies for an exemption from the requirements of section 409A of
the Code or (B) satisfies the requirements of section 409A of the
Code. If a Grant is subject to section 409A of the Code, (I)
distributions shall only be made in a manner and upon an event
permitted under section 409A of the Code, (II) payments to be made
upon a termination of employment shall only be made upon a
“separation from service” under section 409A of the
Code, (III) unless the Grant specifies otherwise, each installment
payment shall be treated as a separate payment for purposes of
section 409A of the Code, and (IV) in no event shall a Participant,
directly or indirectly, designate the calendar year in which a
distribution is made except in accordance with section 409A of the
Code.


(iii) Any Grant that is subject to section 409A of the Code and
that is to be distributed to a Key Employee (as defined below) upon
separation from service shall be administered so that any
distribution with respect to such Grant shall be postponed for six
months following the date of the Participant’s separation
from service, if required by section 409A of the Code. If a
distribution is delayed pursuant to section 409A of the Code, the
distribution shall be paid within 15 days after the end of the
six-month period. If the Participant dies during such six-month
period, any postponed amounts shall be paid within 90 days of the
Participant’s death. The determination of Key Employees,
including the number and identity of persons considered Key
Employees and the identification date, shall be made by the
Administrator or its delegate in accordance with section 416(i) of
the Code and the “specified employee” requirements of
section 409A of the Code.


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(c) Enforceability. The Plan shall be binding upon and
enforceable against the Company and its successors and assigns.


(d) Funding of the Plan; Limitation on Rights. This
Plan shall be unfunded. Neither the Company nor any other Employer
shall be required to establish any special or separate fund or to
make any other segregation of assets to assure the payment of any
Grants under this Plan. Nothing contained in the Plan and no action
taken pursuant hereto shall create or be construed to create a
fiduciary relationship between the Company or any other Employer
and any Participant or any other person. No Participant or any
other person shall under any circumstances acquire any property
interest in any specific assets of the Company or any other
Employer. To the extent that any person acquires a right to receive
payment from the Company hereunder, such right shall be no greater
than the right of any unsecured general creditor of the
Company.


(e) Rights of Participants. Nothing in this Plan shall
entitle any Participant or other person to any claim or right to
receive a Grant under this Plan. Neither this Plan nor any action
taken hereunder shall be construed as giving any individual any
rights to be retained by or in the employment or service of the
Employer.


(f) No Fractional Shares. No fractional shares of Stock
shall be issued or delivered pursuant to the Plan or any Grant. The
Administrator shall determine whether cash, other awards or other
property shall be issued or paid in lieu of such fractional shares
or whether such fractional shares or any rights thereto shall be
forfeited or otherwise eliminated.


(g) Clawback Policies. All Grants under the Plan are
subject to the applicable provisions of the Company’s
clawback or recoupment policy approved by the Board, if any, as
such policy may be in effect from time to time.

(h)
Governing Law. The validity, construction, interpretation and effect of the Plan and Grant Instruments issued under
the Plan shall be governed and construed by and determined in accordance with the laws of the State of Delaware, without giving
effect to the conflict of laws provisions thereof.





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