Exhibit 10.1


 


Cellectar Biosciences, Inc.


 


AMENDED AND RESTATED 2015 STOCK INCENTIVE
PLAN


 


SECTION 1. General Purpose of the Plan; Definitions


 


The purpose of this 2015 Stock Incentive Plan
(the “Plan”) is to encourage and enable officers and employees of, and other persons providing services to, Cellectar
Biosciences, Inc. (the “Company”) and its Subsidiaries (as defined below) to acquire a proprietary interest in the
Company. It is anticipated that providing such persons with a direct stake in the Company’s welfare will assure a closer
identification of their interests with those of the Company and its stockholders, thereby stimulating their efforts on the Company’s
behalf and strengthening their desire to remain with the Company. This Plan was amended and restated to increase the overall number
of shares issuable under the Plan effective May 31, 2017.


 


The following terms shall be defined as set
forth below:


 


“Award” or “Awards”,
except where referring to a particular category of grant under the Plan, shall include Incentive Stock Options, Non-Statutory Stock
Options, Restricted Stock Awards, Unrestricted Stock Awards, Performance Share Awards, Stock Appreciation Rights and Restricted
Stock Units. Awards shall be evidenced by a written agreement (which may be in electronic form and may be electronically acknowledged
and accepted by the recipient) containing such terms and conditions not inconsistent with the provisions of this Plan as the Committee
shall determine.


 


“Board” means the Board of Directors
of the Company.


 


“Cause” shall mean, with respect
to any Award holder, a determination by the Company (including the Board) or any Subsidiary that the Holder’s employment
or other relationship with the Company or any such Subsidiary should be terminated as a result of (i) a material breach by the
Award holder of any agreement to which the Award holder and the Company (or any such Subsidiary) are parties, (ii) any act (other
than retirement) or omission to act by the Award holder that may have a material and adverse effect on the business of the Company,
such Subsidiary or any other Subsidiary or on the Award holder’s ability to perform services for the Company or any such
Subsidiary, including, without limitation, the proven or admitted commission of any crime (other than an ordinary traffic violation),
or (iii) any material misconduct or material neglect of duties by the Award holder in connection with the business or affairs of
the Company or any such Subsidiary.


 


“Change of Control” shall have the
meaning set forth in Section 16.


 


“Code” means the Internal Revenue
Code of 1986, as amended, and any successor Code, and related rules, regulations and interpretations.


 


“Committee” shall have the meaning
set forth in Section 2.


 


“Covered Employee” means an employee
who is a “covered employee” within the meaning of Section 162(m) of the Code.


 


“Disability” means disability as
set forth in Section 22(e)(3) of the Code.


 


“Effective Date” means the date
on which the Plan was originally approved by the stockholders on June 9, 2015.


 


“Eligible Person” shall have the
meaning set forth in Section 4.


 


“Exchange Act” shall mean the Securities
Exchange Act of 1934, as amended.


 


“Fair Market Value” on any given
date means the closing price per share of the Stock on such date as reported by such registered national securities exchange on
which the Stock is listed, or, if the Stock is not listed on such an exchange, as quoted in the Over-the-Counter Market provided,
that, if there is no trading on such date, Fair Market Value shall be deemed to be the closing price per share on the last preceding
date on which the Stock was traded. If the Stock is not listed on any registered national securities exchange or quoted in the
Over-the-Counter Market, the Fair Market Value of the Stock shall be determined in good faith by the Committee.


 




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“Incentive Stock Option” means any
Stock Option designated and qualified as an “incentive stock option” as defined in Section 422 of the Code.


 


“Non-Employee Director” means any
director who: (i) is not currently an officer of the Company or a Subsidiary, or otherwise currently employed by the Company or
a Subsidiary, (ii) does not receive compensation, either directly or indirectly, from the Company or a Subsidiary, for services
rendered as a consultant or in any capacity other than as a director, except for an amount that does not exceed the dollar amount
for which disclosure would be required pursuant to Rule 404(a) of Regulation S-K promulgated by the SEC, (iii) does not possess
an interest in any other transaction for which disclosure would be required pursuant to Rule 404(a) of Regulation S-K, and (iv)
is not engaged in a business relationship for which disclosure would be required pursuant to Rule 404(b) of Regulation S-K.


 


“Non-Statutory Stock Option” means
any Stock Option that is not an Incentive Stock Option.


 


“Option” or “Stock Option”
means any option to purchase shares of Stock granted pursuant to Section 5.


 


“Outside Director” means any director
who (i) is not an employee of the Company or of any “affiliated group,” as such term is defined in Section 1504(a)
of the Code, which includes the Company (an “Affiliated Group Member”), (ii) is not a former employee of the Company
or any Affiliated Group Member who is receiving compensation for prior services (other than benefits under a tax-qualified retirement
plan) during the Company’s or any Affiliated Group Member’s taxable year, (iii) has not been an officer of the Company
or any Affiliated Group Member and (iv) does not receive remuneration from the Company or any Affiliated Group Member, either directly
or indirectly, in any capacity other than as a director. “Outside Director” shall be determined in accordance with
Section 162(m) of the Code and the Treasury regulations issued thereunder.


 


“Performance Criteria” means
the criteria that the Committee selects for purposes of establishing the Performance Goal or Performance Goals for an individual
for a Performance Period. The Performance Criteria (which shall be applicable to the organizational level specified by the Committee,
including, but not limited to, the Company as a whole, or a unit, division, department, group, line of business, or other business
unit, whether or not legally constituted, in which the individual works) that will be used to establish Performance Goals are limited
to the following: (i) stock price, (ii) market share, (iii) sales, (iv) revenue, (v) return on equity, assets or capital,
(vi) economic profit (economic value added), (vii) total stockholder return, (viii) costs, (ix) expenses, (x) margins, (xi) earnings
(including EBITDA) or earnings per share, (xii) cash flow (including adjusted operating cash flow), (xiii) customer satisfaction,
(xiv) operating profit, (xv) net income, (xvi) research and development, (xvii) product releases, (xviii) manufacturing, or (xix)
any combination of the foregoing, any of which under the preceding clauses (i) through (xix) may be measured either in
absolute terms or as compared to any incremental increase or as compared to results of a peer group or market index.


 


“Performance Goals” means, for a
Performance Period, the specific goals established in writing by the Committee for a Performance Period based upon the Performance
Criteria.


 


“Performance Period” means one or
more periods of time, which may be of varying and overlapping durations, as the Committee may select, over which the attainment
of one or more Performance Criteria will be measured for the purpose of determining a recipient’s right to and the payment
of a Performance-Based Award granted pursuant to Section 11.


 


“Performance Share Award” means
an Award pursuant to Section 8.


 


“Restricted Stock Award” means an
Award granted pursuant to Section 6.


 


“Restricted Stock Unit” means an
Award granted pursuant to Section 10.


 




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“SEC” means the Securities and Exchange
Commission or any successor authority.


 


“Section 409A” means Section 409A
of the Code and the regulations and other guidance promulgated thereunder.


 


“Stock” means the common stock,
$0.00001 par value per share, of the Company, subject to adjustments pursuant to Section 3.


 


“Stock Appreciation Right” means
an Award granted pursuant to Section 9.


 


“Subsidiary” means any subsidiary
corporation of the Company, as defined in Section 424 of the Code.


 


“Termination Date” means the date,
as determined by the Committee, that an individual’s employment or service relationship, as applicable, with the Company
or a Subsidiary terminates for any reason.


 


“Unrestricted Stock Award” means
Awards granted pursuant to Section 7.


 


SECTION 2. Administration of Plan; Committee Authority to Select
Participants and Determine Awards.


 


(a) Committee. It is intended that the
Plan shall be administered by the Compensation Committee of the Board (the “Committee”), consisting of not less than
two (2) persons each of whom qualifies as an Outside Director and a Non-Employee Director, but, except as required by law, the
authority and validity of any act taken or not taken by the Committee shall not be affected if any person administering the Plan
is not an Outside Director or a Non-Employee Director. Except as specifically reserved to the Board under the terms of the Plan,
and subject to any limitations set forth in the charter of the Committee, the Committee shall have full and final authority to
operate, manage and administer the Plan on behalf of the Company.


 


(b) Powers of Committee. The Committee
shall have the power and authority to grant and modify Awards consistent with the terms of the Plan, including the power and authority:


 


(i) to select the persons to whom Awards may from
time to time be granted;


 


(ii) to determine the time or times of grant,
and the extent, if any, of Incentive Stock Options, Non-Statutory Stock Options, Restricted Stock, Unrestricted Stock, Performance
Shares and Stock Appreciation Rights, or any combination of the foregoing, granted to any one or more participants;


 


(iii) to determine the number of shares to be
covered by any Award;


 


(iv) to determine and modify the terms and conditions,
including restrictions, not inconsistent with the terms of the Plan, of any Award, which terms and conditions may differ among
individual Awards and participants, and to approve the form of written instruments evidencing the Awards, except that repricing
of Stock Options and Stock Appreciation Right shall not be permitted without stockholder approval; provided, however, that no such
action shall adversely affect rights under any outstanding Award without the participant’s consent;


 


(v) to accelerate the exercisability or vesting
of all or any portion of any Award;


 


(vi) to extend the period in which any outstanding
Stock Option or Stock Appreciation Right may be exercised; and


 


(vii) to adopt, alter and repeal such rules, guidelines
and practices for administration of the Plan and for its own acts and proceedings as it shall deem advisable; to interpret the
terms and provisions of the Plan and any Award (including related written instruments); to make all determinations it deems advisable
for the administration of the Plan; to decide all disputes arising in connection with the Plan; and to otherwise supervise the
administration of the Plan.


 




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All decisions and interpretations of the Committee
shall be binding on all persons, including the Company and Plan participants. No member or former member of the Committee or the
Board shall be liable for any action or determination made in good faith with respect to this Plan.


 


SECTION 3. Shares Issuable under the Plan; Mergers; Substitution.


 


(a) Shares Issuable. The maximum number
of shares of Stock which may be issued in respect of Awards (including Stock Appreciation Rights) granted under the Plan, subject
to adjustment upon changes in capitalization of the Company as provided in this Section 3, shall be 1,620,000 shares (as adjusted
for the March 2016 reverse stock split), plus an additional number of shares, that are currently available under the Company’s
Amended and Restated 2006 Stock Incentive Plan (the “Prior Plan”) or may be added back to the Prior Plan pursuant to
the next sentence, in each case subject to adjustment upon changes in capitalization of the Company as provided in this Section
3. All of the shares described in the previous sentence may be granted as Incentive Stock Options. For purposes of this limitation,
the shares of Stock underlying any Awards, or awards under the Prior Plan, as applicable, which are forfeited, cancelled, reacquired
by the Company or otherwise terminated (other than by exercise) shall be added back to the shares of Stock with respect to which
Awards may be granted under the Plan. Shares issued under the Plan may be authorized but unissued shares or shares reacquired by
the Company.


 


(b) Change in Stock. Subject to Section 16
hereof, if, as a result of any reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split
or other similar change in the Company’s capital stock, the outstanding shares of Stock are increased or decreased or are
exchanged for a different number or kind of shares or other securities of the Company, or additional shares or new or different
shares or other securities of the Company or other non-cash assets are distributed with respect to such shares of Stock or other
securities, or, if, as a result of any merger or consolidation, sale of all or substantially all of the assets of the Company,
the outstanding shares of Stock are converted into or exchanged for a different number or kind of securities of the Company or
any successor entity (or a parent or subsidiary thereof), the Committee shall make an appropriate or proportionate adjustment in
(i) the maximum number of shares reserved for issuance under the Plan, (ii) the number of shares of Stock that can be
granted to any one individual recipient, (iii) the maximum number of shares that may be granted under a Performance-Based
Award, (iv) the number and kind of shares or other securities subject to any then outstanding Awards under the Plan, (v) the
repurchase price per share subject to each outstanding Restricted Stock Award, and (vi) the price for each share subject to
any then outstanding Stock Options and Stock Appreciation Rights under the Plan, without changing the aggregate exercise price
(i.e., the exercise price multiplied by the number of Stock Options or Stock Appreciation Rights) as to which such Stock Options
and Stock Appreciation Rights remain exercisable. The adjustment by the Committee shall be final, binding and conclusive. No fractional
shares of Stock shall be issued under the Plan resulting from any such adjustment, but the Committee in its discretion may make
a cash payment in lieu of fractional shares.


 


(c) Substitute Awards. The Committee
may grant Awards under the Plan in substitution for stock and stock based awards held by employees of another corporation who concurrently
become employees of the Company or a Subsidiary as the result of a merger or consolidation of the employing corporation with the
Company or a Subsidiary or the acquisition by the Company or a Subsidiary of property or stock of the employing corporation. The
Committee may direct that the substitute awards be granted on such terms and conditions as the Committee considers appropriate
in the circumstances. Any substitute Awards granted under the Plan shall not count against the share limitation applicable to individuals
set forth in the penultimate sentence of Section 3(a).


 


(d) Individual Grant Limitation. No participant
shall be granted, during any one (1) year period, Options to purchase Stock and Stock Appreciation Rights with respect to more
than 1,000,000 shares of Stock in the aggregate or any other Awards with respect to more than 1,000,000 shares of Stock in the
aggregate. If an Award is to be settled in cash, the number of shares of Stock on which the Award is based shall not count toward
the individual share limit set forth in this Section 3(d).


 


SECTION 4. Eligibility.


 


Incentive Stock Options may be granted to employees
(including officer and directors who are also employees) of the Company or a Subsidiary, and all other Awards may be granted to
officers, directors and employees of, and consultants and advisers to, the Company and its Subsidiaries (all such persons, “Eligible
Persons”).


 




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SECTION 5. Stock Options.


 


Any Stock Option granted under the Plan shall
be in such form as the Committee may from time to time approve.


 


Stock Options granted under the Plan may be
either Incentive Stock Options (subject to compliance with applicable law) or Non-Statutory Stock Options. Unless otherwise so
designated, an Option shall be a Non-Statutory Stock Option. To the extent that any option does not qualify as an Incentive Stock
Option, it shall constitute a Non-Statutory Stock Option.


 


No Incentive Stock Option shall be granted under
the Plan after the tenth anniversary of the date of adoption of the Plan by the Board.


 


Stock Options granted pursuant to this Section
5 shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Committee shall deem
desirable.


 


(a) Exercise Price. The exercise price
per share for the Stock covered by a Stock Option granted pursuant to this Section 5 shall be determined by the Committee at the
time of grant but shall be not less than one hundred percent (100%) of Fair Market Value on the date of grant. If an employee owns
or is deemed to own (by reason of the attribution rules applicable under Section 424(d) of the Code) more than ten percent (10%)
of the combined voting power of all classes of stock of the Company or any subsidiary or parent corporation and an Incentive Stock
Option is granted to such employee, the option price shall be not less than one hundred ten percent (110%) of Fair Market Value
on the date of grant.


 


(b) Option Term. The term of each Stock
Option shall be fixed by the Committee, but no Stock Option shall be exercisable more than ten (10) years after the date the option
is granted. If an employee owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than
ten percent (10%) of the combined voting power of all classes of stock of the Company or any subsidiary or parent corporation and
an Incentive Stock Option is granted to such employee, the term of such option shall be no more than five (5) years from the date
of grant.


 


(c) Exercisability; Rights of a Stockholder.
Stock Options shall become vested and exercisable at such time or times, whether or not in installments, as shall be determined
by the Committee. The Committee may at any time accelerate the exercisability of all or any portion of any Stock Option. An optionee
shall have the rights of a stockholder only as to shares acquired upon the exercise of a Stock Option and not as to unexercised
Stock Options.


 


(d) Method of Exercise. Stock Options
may be exercised in whole or in part, by delivering written notice of exercise to the Company, specifying the number of shares
to be purchased. Payment of the purchase price may be made by delivery of cash or bank check or other instrument acceptable to
the Committee in an amount equal to the exercise price of such Options, or, to the extent provided in the applicable Option Agreement,
by one or more of the following methods:


 


(i) by delivery to the Company of (or attestation
to the ownership of) shares of Stock, not subject to restrictions under any Company plan, having a Fair Market Value equal in amount
to the aggregate exercise price of the Options being exercised; or


 


(ii) if the class of Stock is registered under
the Exchange Act at such time, by delivery to the Company of a properly executed exercise notice along with irrevocable instructions
to a broker to deliver promptly to the Company cash or a check payable and acceptable to the Company for the purchase price; provided
that in the event that the optionee chooses to pay the purchase price as so provided, the optionee and the broker shall comply
with such procedures and enter into such agreements of indemnity and other agreements as the Committee shall prescribe as a condition
of such payment procedure (including, in the case of an optionee who is an executive officer of the Company, such procedures and
agreements as the Committee deems appropriate in order to avoid any extension of credit in the form of a personal loan to such
officer). The Company need not act upon such exercise notice until the Company receives full payment of the exercise price; or


 




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(iii) by reducing the number of Option shares
otherwise issuable to the optionee upon exercise of the Option by a number of shares of Common Stock having a Fair Market Value
equal to such aggregate exercise price of the Options being exercised; or


 


(iv) by any combination of such methods of payment.


 


The delivery of certificates representing shares
of Stock to be purchased pursuant to the exercise of a Stock Option will be contingent upon receipt from the optionee (or a purchaser
acting in his stead in accordance with the provisions of the Stock Option) by the Company of the full purchase price for such shares
and the fulfillment of any other requirements contained in the Stock Option or imposed by applicable law.


 


(e) Non-transferability of Options. Except
as the Committee may provide with respect to a Non-Statutory Stock Option, no Stock Option shall be transferable other than by
will or by the laws of descent and distribution and all Stock Options shall be exercisable, during the optionee’s lifetime,
only by the optionee.


 


(f) Annual Limit on Incentive Stock Options.
To the extent required for “incentive stock option” treatment under Section 422 of the Code, the aggregate Fair Market
Value (determined as of the time of grant) of the Stock with respect to which Incentive Stock Options granted under this Plan and
any other plan of the Company or its Subsidiaries become exercisable for the first time by an optionee during any calendar year
shall not exceed $100,000.


 


(g) Exercise Period following Termination.
When an optionee’s employment (or other service relationship) with the Company and its Subsidiaries terminates, the optionee’s
Stock Options may be exercised within the period of time specified in the agreement evidencing the Option, to the extent that the
Option is vested on the optionee’s Termination Date. In the absence of a specific period of time set forth in such agreement,
Stock Options shall remain exercisable (to the extent vested on the optionee’s Termination Date): (i) for 90 days following
the Termination Date upon any termination by us without cause; or (ii) for 30 days following voluntary termination by the optionee;
or (iii) for 90 days following the Disability of the optionee; or (iv) for 180 days following the Termination Date upon termination
for death; provided however that in no event shall any Option be exercisable after the expiration of the term of such Option; and
provided further that in the event that an optionee’s employment with the Company or a Subsidiary has been terminated by
the Company for Cause, as determined by the Committee in its sole discretion, any Stock Option held by such optionee shall immediately
terminate and be of no further force and effect.


 


(h) Non-Employee Director Options. Notwithstanding
anything to the contrary in the foregoing, in the event that any Non-Employee Director holding a Stock Option granted under the
Plan resigns voluntarily from the Board, the vesting of such Option shall be accelerated such that the Option is fully vested on
the Non-Employee Director’s Termination Date, and the Non-Employee Director shall be allowed to exercise such Option for
a period equal to the lesser of the term of the Option or three years from the Termination Date.


 


(i) No Dividend Rights. Prior to exercise,
Stock Options shall not have a right to receive dividend payments or dividend equivalent payments.


 


SECTION 6. Restricted Stock Awards.


 


(a) Nature of Restricted Stock Award.
The Committee in its discretion may grant Restricted Stock Awards to any Eligible Person, entitling the recipient to acquire, for
such purchase price, if any, as may be determined by the Committee, shares of Stock subject to such restrictions and conditions
as the Committee may determine at the time of grant (“Restricted Stock”), including continued employment and/or achievement
of pre-established performance goals and objectives.


 


(b) Acceptance of Award. A participant
who is granted a Restricted Stock Award shall have no rights with respect to such Award unless the participant shall have accepted
the Award within sixty (60) days (or such shorter date as the Committee may specify) following the award date by making payment
to the Company of the specified purchase price, if any, of the shares covered by the Award and by executing and delivering to the
Company a written instrument that sets forth the terms and conditions applicable to the Restricted Stock in such form as the Committee
shall determine.


 




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(c) Rights as a Stockholder. Upon complying
with Section 6(b) above, a participant shall have all the rights of a stockholder with respect to the Restricted Stock, including
voting rights, subject to non-transferability restrictions and Company repurchase or forfeiture rights described in this Section
6 and subject to such other conditions contained in the written instrument evidencing the Restricted Award. Unless the Committee
shall otherwise determine, certificates evidencing shares of Restricted Stock Award shall remain in the possession of the Company
until such shares are vested as provided in Section 6(e) below.


 


(d) Restrictions. Shares of Restricted
Stock may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of except as specifically provided herein.
In the event of termination of employment by the Company and its Subsidiaries for any reason (including death, Disability, Normal
Retirement and for Cause), any shares of Restricted Stock which have not then vested shall automatically be forfeited to the Company.


 


(e) Vesting of Restricted Stock. The
Committee at the time of grant shall specify the date or dates and/or the attainment of pre-established performance goals, objectives
and other conditions on which the non-transferability of the Restricted Stock and the Company’s right of forfeiture shall
lapse. Subsequent to such date or dates and/or the attainment of such pre-established performance goals, objectives and other conditions,
the shares on which all restrictions have lapsed shall no longer be Restricted Stock and shall be deemed “vested.”
The Committee at any time may accelerate such date or dates and otherwise waive or, subject to Section 14, amend any conditions
of the Award.


 


(f) No Dividend Rights. Unvested shares
of Restricted Stock shall not have a right to receive dividend payments or dividend equivalent payments with respect to unvested
shares of Restricted Stock.


 


SECTION 7. Unrestricted Stock Awards.


 


(a) Grant or Sale of Unrestricted Stock.
The Committee in its discretion may grant or sell to any Eligible Person shares of Stock free of any restrictions under the Plan
(“Unrestricted Stock”) at a purchase price determined by the Committee. Shares of Unrestricted Stock may be granted
or sold as described in the preceding sentence in respect of past services or other valid consideration.


 


(b) Restrictions on Transfers. The right
to receive unrestricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered, other than by will or the
laws of descent and distribution.


 


SECTION 8. Performance Share Awards.


 


A Performance Share Award is an award entitling
the recipient to acquire shares of Stock upon the attainment of specified performance goals; provided however that the Committee,
in its discretion, may provide either at the time of grant or at the time of settlement that a Performance Share Award will be
settled in cash. The Committee may make Performance Share Awards independent of or in connection with the granting of any other
Award under the Plan. Performance Share Awards may be granted under the Plan to any Eligible Person. The Committee in its discretion
shall determine whether and to whom Performance Share Awards shall be made, the performance goals applicable under each such Award
(which may include, without limitation, continued employment by the recipient or a specified achievement by the recipient, the
Company or any business unit of the Company), the periods during which performance is to be measured, and all other limitations
and conditions applicable to the Award or the Stock issuable thereunder. Upon the attainment of the specified performance goal
shares of Stock (or cash, as applicable) shall be issued pursuant to the Performance Share Award as soon as practicable thereafter,
but in no event later than two and one-half months after the calendar year in which such performance goal is attained.


 




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SECTION 9. Stock Appreciation Rights.


 


The Committee in its discretion may grant Stock
Appreciation Rights to any Eligible Person. A Stock Appreciation Right shall entitle the participant upon exercise thereof to receive
from the Company, upon written request to the Company at its principal offices (the “Request”), a number of shares
of Stock, a cash payment, or a combination of shares and cash (as provided in the Stock Appreciation Right) having an aggregate
Fair Market Value equal to the product of (a) the excess of Fair Market Value, on the date of such Request, over the exercise price
per share of Stock specified in such Stock Appreciation Right (which exercise price shall be not less than one hundred percent
(100%) of Fair Market Value on the date of grant), multiplied by (b) the number of shares of Stock for which such Stock Appreciation
Right shall be exercised. Any Stock Appreciation Right granted under the Plan shall contain such terms and conditions with respect
to its termination as the Committee, in its discretion, may from time to time determine; provided however that the term of a Stock
Appreciation Right shall not exceed ten years. Stock Appreciation Fights shall not have a right to receive dividend payments or
dividend equivalent payments.


 


SECTION 10. Restricted Stock Units.


 


A Restricted Stock Unit is a bookkeeping entry
representing the right to receive, upon its vesting, one share of Stock (or a percentage or multiple of one share of Stock if so
specified in the agreement evidencing the Award) for each Restricted Stock Unit awarded to a recipient and represents an unfunded
and unsecured obligation of the Company. The Committee shall determine the restrictions and conditions applicable to each Restricted
Stock Unit at the time of grant. Conditions may be based on continuing employment (or other service relationship) and/or achievement
of pre-established performance goals and objectives. At the end of the vesting period, the Restricted Stock Units, to the extent
vested, shall be settled in the form of shares of Stock. Notwithstanding the foregoing, the Committee, in its discretion, may determine
either at the time of grant or at the time of settlement, that a Restricted Stock Unit shall be settled in cash. Except to the
extent that the Committee provides otherwise, a recipient’s right in all Restricted Stock Units that have not vested shall
automatically terminate immediately following the recipient’s termination of employment (or cessation of service relationship)
with the Company and its Subsidiaries. Restricted Stock Units shall not have a right to receive dividend payments or dividend equivalent
payments with respect to unvested shares of Restricted Stock Units.


 


SECTION 11. Performance-Based Awards to Covered Employees.


 


(a) Performance-Based Awards. A Performance-Based
Award means any Restricted Stock Award, Performance Share Award, or Restricted Stock Unit granted to a Covered Employee (or to
an employee that the Committee determines may become a Covered Employee) that is intended to qualify as “performance-based
compensation” under Section 162(m) of the Code. A Performance-Based Award shall be payable upon the attainment of Performance
Goals that are established by the Committee and related to one or more of the Performance Criteria, in each case on a specified
date or dates or over any period or periods determined by the Committee. The Committee shall define in an objective fashion the
manner of calculating the Performance Criteria it selects to use for any Performance Period. The Committee, in its discretion,
may adjust or modify the calculation of Performance Goals for such Performance Period in order to prevent the dilution or enlargement
of the rights of an individual (i) in the event of, or in anticipation of, any unusual or extraordinary corporate item, transaction,
event or development, (ii) in recognition of, or in anticipation of, any other unusual or nonrecurring events affecting the
Company, or the financial statements of the Company, or (iii) in response to, or in anticipation of, changes in applicable
laws, regulations, accounting principles, or business conditions; provided, however, that the Committee may not exercise such discretion
in a manner that would increase the amount of the Performance-Based Award.


 


(b) Grant of Performance-Based Awards.
With respect to each Performance-Based Award, the Committee shall select, within the first 90 days of a Performance Period
(or, if shorter, within the maximum period allowed under Section 162(m) of the Code) the Performance Criteria for such grant,
and the Performance Goals with respect to each Performance Criterion (including a threshold level of performance below which no
amount will become payable with respect to such Award). Each Performance-Based Award will specify the amount payable, or the formula
for determining the amount payable, upon achievement of the various applicable Performance Goals. 


 




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(c) Payment of Performance-Based Awards.
Following the completion of a Performance Period, the Committee shall review and certify in writing whether, and to what extent,
the Performance Goals for the Performance Period have been achieved and, if so, shall calculate and certify in writing the amount
of the Performance-Based Awards earned for the Performance Period. The Committee shall then determine the actual size of each recipient’s
Performance-Based Award, and, in doing so, may reduce (but not increase) or eliminate the amount of the Performance-Based Award
if, in its sole judgment, such reduction or elimination is appropriate.


 


(f) No Dividend Rights. Performance-Based
Awards shall not have a right to receive dividend payments or dividend equivalent payments.


 


SECTION 12. Tax Withholding.


 


(a) Payment by Participant. Each participant
shall, no later than the date as of which the value of an Award or of any Stock or other amounts received thereunder first becomes
includable in the gross income of the participant for Federal income tax purposes, pay to the Company, or make arrangements satisfactory
to the Committee regarding payment of any Federal, state, local and/or payroll taxes of any kind required by law to be withheld
with respect to such income. The Company and its Subsidiaries shall, to the extent permitted by law, have the right to deduct any
such taxes from any payment of any kind otherwise due to the participant.


 


(b) Payment in Shares. A participant
may elect, with the consent of the Committee, to have the statutory minimum tax withholding obligation satisfied, in whole or in
part, by (i) authorizing the Company to withhold from shares of Stock to be issued pursuant to an Award a number of shares with
an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the withholding amount due with
respect to such Award, or (ii) delivering to the Company a number of shares of Stock with an aggregate Fair Market Value (as of
the date the withholding is effected) that would satisfy the withholding amount due.


 


SECTION 13. Transfer and Leave of Absence.


 


For purposes of the Plan, the following events
shall not be deemed a termination of employment:


 


(a) a transfer to the employment of the Company
from a Subsidiary or from the Company to a Subsidiary, or from one Subsidiary to another;


 


(b) an approved leave of absence for military
service or sickness, or for any other purpose approved by the Company, if the employee’s right to re-employment is guaranteed
either by a statute or by contract or under the policy pursuant to which the leave of absence was granted or if the Committee otherwise
so provides in writing; provided, that the vesting date or dates of any unvested Award held by such employee shall automatically
be extended by a period of time equal to the period of such approved leave of absence.


 


SECTION 14. Amendments and Termination.


 


The Board may at any time amend or discontinue
the Plan and the Committee may at any time amend or cancel any outstanding Award for the purpose of satisfying changes in law or
for any other lawful purpose, but no such action shall adversely affect rights under any outstanding Award without the holder’s
consent. Notwithstanding the foregoing, neither the Board nor the Committee shall have the power or authority to decrease the exercise
price of any outstanding Stock Option or Stock Appreciation Right, whether through amendment, cancellation and regrant, exchange
or any other means, except for changes made pursuant to Section 3(b).


 


This Plan shall terminate as of the tenth anniversary
of its Effective Date. The Board may terminate this Plan at any earlier time for any reason. No Award may be granted after the
Plan has been terminated. No Award granted while this Plan is in effect shall be adversely altered or impaired by termination of
this Plan, except upon the consent of the holder of such Award. The power of the Committee to construe and interpret this Plan
and the Awards granted prior to the termination of this Plan shall continue after such termination.


 




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SECTION 15. Status of Plan.


 


With respect to the portion of any Award which
has not been exercised and any payments in cash, Stock or other consideration not received by a participant, a participant shall
have no rights greater than those of a general creditor of the Company unless the Committee shall otherwise expressly determine
in connection with any Award or Awards.


 


SECTION 16. Change of Control Provisions.


 


(a) Upon the occurrence of a Change of Control
as defined in this Section 16, the Committee in its discretion may, at the time an Award is made or at any time thereafter,
take one or more of the following actions: (i) provide for the acceleration of any time period relating to the exercise or payment
of the Award; (ii) provide for termination of any Awards not exercised prior to the occurrence of a Change in Control; (iii) provide
for payment to the holder of the Award of cash or other property with a Fair Market Value equal to the amount that would have been
received upon the exercise or payment of the Award had the Award been exercised or paid upon the Change in Control in exchange
for cancellation of the Award; (iv) adjust the terms of the Award in a manner determined by the Committee to reflect the Change
in Control; (v) cause the Award to be assumed, or new rights substituted therefor, by another entity; or (vi) make such other provision
as the Committee may consider equitable to the holders of Awards and in the best interests of the Company.


 


(b) “Change of Control” shall mean
the occurrence of any one of the following events:


 


(i) any “person” (as such term is
used in Sections 13(d) and 14(d)(2) of the Exchange Act) becomes, after the Effective Date of this Plan, a “beneficial owner”
(as such term is defined in Rule 13d-3 promulgated under the Exchange Act) (other than the Company, any trustee or other fiduciary
holding securities under an employee benefit plan of the Company, or any corporation owned, directly or indirectly, by the stockholders
of the Company in substantially the same proportions as their ownership of stock of the Company), directly or indirectly, of securities
of the Company representing more than fifty percent (50%) of the combined voting power of the Company’s then outstanding
securities; or


 


(ii) the consummation of a merger or consolidation
of the Company with any other corporation or other entity, other than a merger or consolidation which would result in the voting
securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity) more than fifty percent (50%) of the combined voting power of the
voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or


 


(iii) the closing of a sale or other disposition
by the Company of all or substantially all of the assets of the Company; 


 


(iv) individuals who constitute the Board on the
Effective Date (“Incumbent Directors”) cease for any reason to constitute at least a majority of the Board; provided,
that any individual who becomes a member of the Board subsequent to the Effective Date, whose election or nomination for election
was approved by a vote of at least two-thirds of the Incumbent Directors shall be treated as an Incumbent Director unless he or
she assumed office as a result of an actual or threatened election contest with respect to the election or removal of directors;
or


 


(v) a complete liquidation or dissolution
of the Company;


 


provided, in each case, that such event also constitutes
a “change in control event” within the meaning of the Treasury Regulation Section 1.409A-3(i)(5) if necessary to avoid
the imposition of additional taxes under Section 409A.


 


SECTION 17. General Provisions.


 


(a) No Distribution; Compliance with Legal
Requirements. The Committee may require each person acquiring shares pursuant to an Award to represent to and agree with the
Company in writing that such person is acquiring the shares without a view to distribution thereof.


 




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No shares of Stock shall be issued pursuant
to an Award until all applicable securities laws and other legal and stock exchange requirements have been satisfied. The Committee
may require the placing of such stop orders and restrictive legends on certificates for Stock and Awards as it deems appropriate.


 


No Award under the Plan shall be a nonqualified
deferred compensation plan, as defined in Code Section 409A, unless such Award meets in form and in operation the requirements
of Code Section 409A(a)(2),(3), and (4).


 


Notwithstanding anything to the contrary contained
in this Plan, Awards may be made to an individual who is a foreign national or employed or performing services outside of the United
States on such terms and conditions different from those specified in the Plan as the Committee considers necessary or advisable
to achieve the purposes of the Plan or to comply with applicable laws.


 


(b) Delivery of Stock Certificates. Delivery
of stock certificates to participants under this Plan shall be deemed effected for all purposes when the Company or a stock transfer
agent of the Company shall have delivered such certificates in the United States mail, addressed to the participant, at the participant’s
last known address on file with the Company. In lieu of delivery of stock certificates, the Company may, to the extent permitted
by law and the Certificate of Incorporation and by-laws of the Company, issue shares of Stock hereunder in book entry form.


 


(c) Other Compensation Arrangements; No Employment
Rights. Nothing contained in this Plan shall prevent the Board from adopting other or additional compensation arrangements,
including trusts, subject to stockholder approval if such approval is required; and such arrangements may be either generally applicable
or applicable only in specific cases. The adoption of the Plan or any Award under the Plan does not confer upon any employee any
right to continued employment with the Company or any Subsidiary.


 


(d) Trading Policy Restrictions. Option
exercises and other Awards under the Plan shall be subject to the Company’s insider trading policy, as in effect from time
to time.


 


(e) Lock-Up Agreement. By accepting any
Award, the recipient shall be deemed to have agreed that, if so requested by the Company or by the underwriters managing any underwritten
offering of the Company’s securities, the recipient will not, without the prior written consent of the Company or such underwriters,
as the case may be, sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any shares
subject to any such Award during the Lock-up Period, as defined below. The “Lock-Up Period” shall mean a period of
time not exceeding 180 days or, if greater, such number of days as shall have been agreed to by each director and executive officer
of the Company in connection with such offering in a substantially similar lock-up agreement by which each such director and executive
officer is bound. If requested by the Company or such underwriters, the recipient shall enter into an agreement with such underwriters
consistent with the foregoing.


 


(f) Section 409A Awards. To the extent
that any Award is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A
(a “409A Award”), the Award shall be subject to such additional rules and requirements as specified by the Committee
from time to time in order to comply with Section 409A. In this regard, if any amount under a 409A Award is payable upon a
“separation from service” (within the meaning of Section 409A) to a recipient who is then considered a “specified
employee” (within the meaning of Section 409A), then no such payment shall be made prior to the date that is the earlier
of (i) six months and one day after the recipient’s separation from service, or (ii) the recipient’s death,
but only to the extent such delay is necessary to prevent such payment from being subject to interest, penalties and/or additional
tax imposed pursuant to Section 409A. Further, the settlement of any 409A Award may not be accelerated or postponed except
to the extent permitted by Section 409A.


 


SECTION 18. Effective Date of Amendment and Restatement of the
Plan.


 


This amendment and restatement of the Plan shall
become effective upon approval by the holders of a majority of the shares of stock of the Company present or represented and entitled
to vote at a meeting of stockholders at which a quorum is present or by written consent of the stockholders. Subject to such approval
by the stockholders, Stock Options and other Awards may be granted hereunder on and after adoption of this amendment and restatement
of the Plan by the Board.


 




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SECTION 19. Governing Law.


 


This Plan shall be governed by, and construed
and enforced in accordance with, the substantive laws of the State of Delaware without regard to its principles of conflicts of
laws.


 


 




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