Exhibit 10.39


LUCID, INC.

2012 STOCK OPTION AND INCENTIVE PLAN 


SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS


The name of the plan is the Lucid, Inc. 2012 Stock
Option and Incentive Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees,
Non-Employee Directors and other key persons (including Consultants) of Lucid, Inc. (the “Company”) and its Subsidiaries
upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its business 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.


The following terms shall be defined as set forth below:


“Act” means the Securities Act of
1933, as amended, and the rules and regulations thereunder.


“Administrator” means either the
Board or the executive compensation committee of the Board or a similar committee performing the functions of the executive compensation
committee and which is comprised of not less than two Non-Employee Directors who are independent.


“Award” or “Awards,”
except where referring to a particular category of grant under the Plan, shall include Incentive Stock Options, Non-Qualified Stock
Options, Stock Appreciation Rights, Restricted Stock Units, Restricted Stock Awards, Unrestricted Stock Awards, Cash-Based Awards,
Performance Share Awards and Dividend Equivalent Rights.


“Award Certificate” means a written
or electronic document setting forth the terms and provisions applicable to an Award granted under the Plan. Each Award Certificate
is subject to the terms and conditions of the Plan.


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


“Cash-Based Award” means an Award
entitling the recipient to receive a cash-denominated payment.


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


“Consultant” means any natural person
that provides bona fide services to the Company, and such services are not in connection with the offer or sale of securities in
a capital-raising transaction and do not directly or indirectly promote or maintain a market for the Company’s securities.


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


“Dividend Equivalent Right” means
an Award entitling the grantee to receive credits based on cash dividends that would have been paid on the shares of Stock specified
in the Dividend Equivalent Right (or other award to which it relates) if such shares had been issued to and held by the grantee.


“Effective Date” means the date
on which the Plan is approved by stockholders as set forth in Section 21.


“Exchange Act” means the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder.



    	 



    	 



    

“Fair Market Value” of the Stock
on any given date means the fair market value of the Stock determined in good faith by the Administrator; provided, however, that
if the Stock is admitted to quotation on the National Association of Securities Dealers Automated Quotation System (“NASDAQ”),
NASDAQ Global Market or another national securities exchange, the determination shall be made by reference to market quotations.
If there are no market quotations for such date, the determination shall be made by reference to the last date preceding such
date for which there are market quotations.


“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 a
member of the Board who is not also an employee of the Company or any Subsidiary.


“Non-Qualified 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.


“Performance-Based Award” means
any Restricted Stock Award, Restricted Stock Units, Performance Share Award or Cash-Based Award granted to a Covered Employee that
is intended to qualify as “performance-based compensation” under Section 162(m) of the Code and the regulations promulgated
thereunder.


“Performance Criteria” means the
criteria that the Administrator selects for purposes of establishing the Performance Goal or Performance Goals for an individual
for a Performance Cycle. The Performance Criteria (which shall be applicable to the organizational level specified by the Administrator,
including, but not limited to, the Company or a unit, division, group, or Subsidiary of the Company) that will be used to establish
Performance Goals are limited to the following: earnings before interest, taxes, depreciation and amortization, net income (loss)
(either before or after interest, taxes, depreciation and/or amortization), changes in the market price of the Stock, economic
value-added, funds from operations or similar measure, sales or revenue, acquisitions or strategic transactions, operating income
(loss), cash flow (including, but not limited to, operating cash flow and free cash flow), return on capital, assets, equity, or
investment, stockholder returns, return on sales, gross or net profit levels, productivity, expense, margins, operating efficiency,
customer satisfaction, working capital, earnings (loss) per share of Stock, sales or market shares and number of customers, any
of which may be measured either in absolute terms or as compared to any incremental increase or as compared to results of a peer
group.


“Performance Cycle” means one or
more periods of time, which may be of varying and overlapping durations, as the Administrator may select, over which the attainment
of one or more Performance Criteria will be measured for the purpose of determining a grantee’s right to and the payment
of a Restricted Stock Award, Restricted Stock Units, Performance Share Award or Cash-Based Award. Each such period shall not be
less than 12 months.


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


“Performance Share Award” means
an Award entitling the recipient to acquire shares of Stock upon the attainment of specified Performance Goals.


“Restricted Stock Award” means an
Award entitling the recipient to acquire, at such purchase price (which may be zero) as determined by the Administrator, shares
of Stock subject to such restrictions and conditions as the Administrator may determine at the time of grant.


“Restricted Stock Units” means
an Award of phantom stock units to a grantee.



    	 



    	 



    

“Sale Event” shall mean (i) the
sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person or entity, (ii) a
merger, reorganization or consolidation pursuant to which the holders of the Company’s outstanding voting power immediately
prior to such transaction do not own a majority of the outstanding voting power of the resulting or successor entity (or its ultimate
parent, if applicable) immediately upon completion of such transaction, (iii) the sale of all of the Stock of the Company to an
unrelated person or entity, or (iv) any other transaction in which the owners of the Company’s outstanding voting power prior
to such transaction do not own at least a majority of the outstanding voting power of the Company or any successor entity immediately
upon completion of the transaction other than as a result of the acquisition of securities directly from the Company.


“Sale Price” means the value as
determined by the Administrator of the consideration payable, or otherwise to be received by stockholders, per share of Stock pursuant
to a Sale Event.


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


“Stock” means the Common Stock,
par value $0.01 per share, of the Company, subject to adjustments pursuant to Section 3.


“Stock Appreciation Right” means
an Award entitling the recipient to receive shares of Stock having a value equal to the excess of the Fair Market Value of the
Stock on the date of exercise over the exercise price of the Stock Appreciation Right multiplied by the number of shares of Stock
with respect to which the Stock Appreciation Right shall have been exercised.


“Subsidiary” means any corporation
or other entity (other than the Company) in which the Company has at least a 50 percent interest, either directly or indirectly.


“Ten Percent Owner” means an employee
who owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than 10 percent of the combined
voting power of all classes of stock of the Company or any parent or subsidiary corporation.


“Unrestricted Stock Award” means
an Award of shares of Stock free of any restrictions.


SECTION 2. ADMINISTRATION OF PLAN; ADMINISTRATOR
AUTHORITY TO SELECT GRANTEES AND DETERMINE AWARDS


		(a)	Administration of Plan. The Plan shall be administered
by the Administrator, provided that the amount, timing and terms of the grants of Awards to Non-Employee Directors shall be determined
by the executive compensation committee or similar committee comprised solely of Non-Employee Directors.



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



		(i)	to select the individuals 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-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock Awards, Restricted
Stock Units, Unrestricted Stock Awards, Cash-Based Awards, Performance Share Awards and Dividend Equivalent Rights, or any combination
of the foregoing, granted to any one or more grantees;



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



    	 



    	 



    

		(iv)	to determine and modify from time to time 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 grantees, and to approve the forms of Award Certificates;



		(v)	to accelerate at any time the exercisability or vesting
of all or any portion of any Award provided that the Administrator generally shall not exercise such discretion to accelerate
Awards subject to Sections 7 and 8 except in the event of the grantee’s death, disability or retirement, or a change in
control (including a Sale Event);



		(vi)	subject to the provisions of Section 5(b), to extend
at any time the period in which Stock Options may be exercised; and



		(vii)	at any time 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.



All decisions and interpretations of the Administrator
shall be binding on all persons, including the Company and Plan grantees.


		(c)	Delegation of Authority to Grant Options. Subject
to applicable law, the Administrator, in its discretion, may delegate to the Chief Executive Officer of the Company all or part
of the Administrator’s authority and duties with respect to the granting of Options to individuals who are (i) not subject
to the reporting and other provisions of Section 16 of the Exchange Act and (ii) not Covered Employees. Any such delegation by
the Administrator shall include a limitation as to the amount of Options that may be granted during the period of the delegation
and shall contain guidelines as to the determination of the exercise price and the vesting criteria. 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.



		(d)	Award Certificate. Awards under the Plan shall
be evidenced by Award Certificates that set forth the terms, conditions and limitations for each Award which may include, without
limitation, the term of an Award and the provisions applicable in the event employment or service terminates.



		(e)	Indemnification. Neither the Board nor the Administrator,
nor any member of either or any delegate thereof, shall be liable for any act, omission, interpretation, construction or determination
made in good faith in connection with the Plan, and the members of the Board and the Administrator (and any delegate thereof)
shall be entitled in all cases to indemnification and reimbursement by the Company in respect of any claim, loss, damage or expense
(including, without limitation, reasonable attorneys’ fees) arising or resulting therefrom to the fullest extent permitted
by law and/or under the Company’s articles or bylaws or any directors’ and officers’ liability insurance coverage
which may be in effect from time to time and/or any indemnification agreement between such individual and the Company.



		(f)	Foreign Award Recipients. Notwithstanding any
provision of the Plan to the contrary, in order to comply with the laws in other countries in which the Company and its Subsidiaries
operate or have employees or other individuals eligible for Awards, the Administrator, in its sole discretion, shall have the
power and authority to: (i) determine which Subsidiaries shall be covered by the Plan; (ii) determine which individuals outside
the United States are eligible to participate in the Plan; (iii) modify the terms and conditions of any Award granted to individuals
outside the United States to comply with applicable foreign laws; (iv) establish subplans and modify exercise procedures and other
terms and procedures, to the extent the Administrator determines such actions to be necessary or advisable (and such subplans
and/or modifications shall be attached to this Plan as appendices); provided, however, that no such subplans and/or modifications
shall increase the share limitations contained in Section 3(a) hereof; and (v) take any action, before or after an Award is made,
that the Administrator determines to be necessary or advisable to obtain approval or comply with any local governmental regulatory
exemptions or approvals. Notwithstanding the foregoing, the Administrator may not take any actions hereunder, and no Awards shall
be granted, that would violate the Exchange Act or any other applicable United States securities law, the Code, or any other applicable
United States governing statute or law.







    	 



    	 



    

SECTION 3. STOCK ISSUABLE UNDER THE PLAN; MERGERS;
SUBSTITUTION


		(a)	Stock Issuable. The maximum number of shares
of Stock reserved and available for issuance under the Plan shall be 1,775,000 shares (the “Initial Limit”), subject
to adjustment as provided in Section 3(b), plus on January 1, 2013 and each January 1 thereafter, the number of shares of Stock
reserved and available for issuance under the Plan shall be cumulatively increased by 3 percent of the number of shares of Stock
issued and outstanding on the immediately preceding December 31 (the “Annual Increase”). Subject to such overall limitation,
the maximum aggregate number of shares of Stock that may be issued in the form of Incentive Stock Options shall not exceed the
Initial Limit cumulatively increased on January 1, 2013 and on each January 1 thereafter by the lesser of the Annual Increase
for such year or 750,000 shares of Stock, subject in all cases to adjustment as provided in Section 3(b). For purposes of this
limitation, the shares of Stock underlying any Awards that are forfeited, canceled, held back upon exercise of an Option or settlement
of an Award to cover the exercise price or tax withholding, reacquired by the Company prior to vesting, satisfied without the
issuance of Stock or otherwise terminated (other than by exercise) shall be added back to the shares of Stock available for issuance
under the Plan. In the event the Company repurchases shares of Stock on the open market, such shares shall not be added to the
shares of Stock available for issuance under the Plan. Subject to such overall limitations, shares of Stock may be issued up to
such maximum number pursuant to any type or types of Award; provided, however, that Stock Options or Stock Appreciation Rights
with respect to no more than 1,000,000 shares of Stock may be granted to any one individual grantee during any one calendar year
period. The shares available for issuance under the Plan may be authorized but unissued shares of Stock or shares of Stock reacquired
by the Company.



		(b)	Changes in Stock. Subject to Section 3(c) 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 securities of the Company or any successor entity (or a parent or subsidiary
thereof), the Administrator shall make an appropriate or proportionate adjustment in (i) the maximum number of shares reserved
for issuance under the Plan, including the maximum number of shares that may be issued in the form of Incentive Stock Options,
(ii) the number of Stock Options or Stock Appreciation Rights that can be granted to any one individual grantee and the maximum
number of shares that may be granted under a Performance-Based Award, (iii) the number and kind of shares or other securities
subject to any then outstanding Awards under the Plan, (iv) the repurchase price, if any, per share subject to each outstanding
Restricted Stock Award, and (v) the exercise 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 and Stock Appreciation Rights) as to which such Stock Options and Stock Appreciation Rights remain exercisable. The Administrator
shall also make equitable or proportionate adjustments in the number of shares subject to outstanding Awards and the exercise
price and the terms of outstanding Awards to take into consideration cash dividends paid other than in the ordinary course or
any other extraordinary corporate event. The adjustment by the Administrator shall be final, binding and conclusive. No fractional
shares of Stock shall be issued under the Plan resulting from any such adjustment, but the Administrator in its discretion may
make a cash payment in lieu of fractional shares.



    	 



    	 



    


		(c)	Mergers and Other Transactions. Except as the
Administrator may otherwise specify with respect to particular Awards in the relevant Award Certificate, in the case of and subject
to the consummation of a Sale Event, the parties thereto may cause the assumption or continuation of Awards theretofore granted
by the successor entity, or the substitution of such Awards with new Awards of the successor entity or parent thereof, with appropriate
adjustment as to the number and kind of shares and, if appropriate, the per share exercise prices, as such parties shall agree.
To the extent the parties to such Sale Event do not provide for the assumption, continuation or substitution of Awards, all Options
and Stock Appreciation Rights that are not exercisable immediately prior to the effective time of the Sale Event shall become
fully exercisable as of the effective time of the Sale Event, all other Awards with time-based vesting, conditions or restrictions
shall become fully vested and nonforfeitable as of the effective time of the Sale Event and all Awards with conditions and restrictions
relating to the attainment of performance goals may become vested and nonforfeitable in connection with a Sale Event in the Administrator’s
discretion and upon the effective time of the Sale Event, the Plan and all outstanding Awards granted hereunder shall terminate.
In the event of such termination, (i) the Company shall have the option (in its sole discretion) to make or provide for a cash
payment to the grantees holding Options and Stock Appreciation Rights, in exchange for the cancellation thereof, in an amount
equal to the difference between (A) the Sale Price multiplied by the number of shares of Stock subject to outstanding Options
and Stock Appreciation Rights (to the extent then exercisable at prices not in excess of the Sale Price) and (B) the aggregate
exercise price of all such outstanding Options and Stock Appreciation Rights; or (ii) each grantee shall be permitted, within
a specified period of time prior to the consummation of the Sale Event as determined by the Administrator, to exercise all outstanding
Options and Stock Appreciation Rights (to the extent then exercisable) held by such grantee.



		(d)	Substitute Awards. The Administrator may grant
Awards under the Plan in substitution for stock and stock based awards held by employees, directors or other key persons of another
corporation in connection with the 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 Administrator may direct that
the substitute awards be granted on such terms and conditions as the Administrator considers appropriate in the circumstances.
Any substitute Awards granted under the Plan shall not count against the share limitation set forth in Section 3(a).



SECTION 4. ELIGIBILITY


Grantees under the Plan will be such full or part-time
officers and other employees, Non-Employee Directors and key persons (including Consultants and prospective employees) of the Company
and its Subsidiaries as are selected from time to time by the Administrator in its sole discretion.


SECTION 5. STOCK OPTIONS


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


Stock Options granted under the Plan may be either
Incentive Stock Options or Non-Qualified Stock Options. Incentive Stock Options may be granted only to employees of the Company
or any Subsidiary that is a “subsidiary corporation” within the meaning of Section 424(f) of the Code. To the extent
that any Option does not qualify as an Incentive Stock Option, it shall be deemed a Non-Qualified Stock Option.



    	 



    	 



    

Stock Options granted pursuant to this Section 5
shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent
with the terms of the Plan, as the Administrator shall deem desirable. If the Administrator so determines, Stock Options may be
granted in lieu of cash compensation at the optionee’s election, subject to such terms and conditions as the Administrator
may establish.


		(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 Administrator at the time
of grant but shall not be less than 100 percent of the Fair Market Value on the date of grant. In the case of an Incentive Stock
Option that is granted to a Ten Percent Owner, the option price of such Incentive Stock Option shall be not less than 110 percent
of the Fair Market Value on the grant date.



		(b)	Option Term. The term of each Stock Option shall
be fixed by the Administrator, but no Stock Option shall be exercisable more than ten years after the date the Stock Option is
granted. In the case of an Incentive Stock Option that is granted to a Ten Percent Owner, the term of such Stock Option shall
be no more than five years from the date of grant.



		(c)	Exercisability; Rights of a Stockholder. Stock
Options shall become exercisable at such time or times, whether or not in installments, as shall be determined by the Administrator
at or after the grant date. The Administrator 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 giving written or electronic notice of exercise to the Company, specifying the number of shares to be
purchased. Payment of the purchase price may be made by one or more of the following methods to the extent provided in the Option
Award Certificate:



		(i)	In cash, by certified or bank check or other instrument
acceptable to the Administrator;



		(ii)	Through the delivery (or attestation to the ownership)
of shares of Stock that have been purchased by the optionee on the open market or that have been beneficially owned by the optionee
for at least six months and that are not then subject to restrictions under any Company plan. Such surrendered shares shall be
valued at Fair Market Value on the exercise date;



		(iii)	By the optionee delivering to the Company a properly
executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check
payable and acceptable to the Company for the purchase price; provided that in the event 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 Administrator shall prescribe as a condition of such payment procedure; or



		(iv)	With respect to Stock Options that are not Incentive
Stock Options, by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock
issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise
price. 







    	 



    	 



    




Payment instruments will be received subject to
collection. The transfer to the optionee on the records of the Company or of the transfer agent of the 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 Option Award Certificate or applicable provisions of laws (including the satisfaction
of any withholding taxes that the Company is obligated to withhold with respect to the optionee). In the event an optionee chooses
to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred
to the optionee upon the exercise of the Stock Option shall be net of the number of attested shares. In the event that the Company
establishes, for itself or using the services of a third party, an automated system for the exercise of Stock Options, such as
a system using an internet website or interactive voice response, then the paperless exercise of Stock Options may be permitted
through the use of such an automated system.





		(e)	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 shares of Stock with respect to which Incentive Stock Options granted under
this Plan and any other plan of the Company or its parent and subsidiary corporations become exercisable for the first time by
an optionee during any calendar year shall not exceed $100,000. To the extent that any Stock Option exceeds this limit, it shall
constitute a Non-Qualified Stock Option.



SECTION 6. STOCK APPRECIATION RIGHTS


		(a)	Exercise Price of Stock Appreciation Rights.
The exercise price of a Stock Appreciation Right shall not be less than 100 percent of the Fair Market Value of the Stock on the
date of grant.



		(b)	Grant and Exercise of Stock Appreciation Rights.
Stock Appreciation Rights may be granted by the Administrator independently of any Stock Option granted pursuant to Section 5
of the Plan.



		(c)	Terms and Conditions of Stock Appreciation Rights.
Stock Appreciation Rights shall be subject to such terms and conditions as shall be determined from time to time by the Administrator.
The term of a Stock Appreciation Right may not exceed ten years.



SECTION 7. RESTRICTED STOCK AWARDS


		(a)	Nature of Restricted Stock Awards. The Administrator
shall determine the restrictions and conditions applicable to each Restricted Stock Award 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. The terms and conditions of each such Award Certificate shall be determined by the Administrator, and such terms and
conditions may differ among individual Awards and grantees.



		(b)	Rights as a Stockholder. Upon the grant of the
Restricted Stock Award and payment of any applicable purchase price, a grantee shall have the rights of a stockholder with respect
to the voting of the Restricted Stock, subject to such conditions contained in the Restricted Stock Award Certificate. Unless
the Administrator shall otherwise determine, (i) uncertificated Restricted Stock shall be accompanied by a notation on the records
of the Company or the transfer agent to the effect that they are subject to forfeiture until such Restricted Stock are vested
as provided in Section 7(d) below, and (ii) certificated Restricted Stock shall remain in the possession of the Company until
such Restricted Stock is vested as provided in Section 7(d) below, and the grantee shall be required, as a condition of the grant,
to deliver to the Company such instruments of transfer as the Administrator may prescribe.



    	 



    	 



    


		(c)	Restrictions. Restricted Stock may not be sold,
assigned, transferred, pledged or otherwise encumbered or disposed of except as specifically provided herein or in the Restricted
Stock Award Certificate. Except as may otherwise be provided by the Administrator either in the Award Certificate or, subject
to Section 18 below, in writing after the Award is issued, if a grantee’s employment (or other service relationship) with
the Company and its Subsidiaries terminates for any reason, any Restricted Stock that has not vested at the time of termination
shall automatically and without any requirement of notice to such grantee from or other action by or on behalf of, the Company
be deemed to have been reacquired by the Company at its original purchase price (if any) from such grantee or such grantee’s
legal representative simultaneously with such termination of employment (or other service relationship), and thereafter shall
cease to represent any ownership of the Company by the grantee or rights of the grantee as a stockholder. Following such deemed
reacquisition of unvested Restricted Stock that are represented by physical certificates, a grantee shall surrender such certificates
to the Company upon request without consideration.



		(d)	Vesting of Restricted Stock. The Administrator
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 repurchase or forfeiture
shall lapse. Notwithstanding the foregoing, in the event that any such Restricted Stock granted to employees shall have a performance-based
goal, the restriction period with respect to such shares shall not be less than one year, and in the event any such Restricted
Stock granted to employees shall have a time-based restriction, the total restriction period with respect to such shares shall
not be less than three years; provided, however, that Restricted Stock with a time-based restriction may become vested incrementally
over such three-year period. 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.” Except as may otherwise be provided by the Administrator either in the Award Certificate or, subject
to Section 18 below, in writing after the Award is issued, a grantee’s rights in any shares of Restricted Stock that have
not vested shall automatically terminate upon the grantee’s termination of employment (or other service relationship) with
the Company and its Subsidiaries and such shares shall be subject to the provisions of Section 7(c) above.



SECTION 8. RESTRICTED STOCK UNITS


		(a)	Nature of Restricted Stock Units. The Administrator
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. The terms and conditions of each such Award Certificate shall be determined by the Administrator, and such terms and
conditions may differ among individual Awards and grantees. Notwithstanding the foregoing, in the event that any such Restricted
Stock Units granted to employees shall have a performance-based goal, the restriction period with respect to such Award shall
not be less than one year, and in the event any such Restricted Stock Units granted to employees shall have a time-based restriction,
the total restriction period with respect to such Award shall not be less than three years; provided, however, that any Restricted
Stock Units with a time-based restriction may become vested incrementally over such three-year period. At the end of the deferral
period, the Restricted Stock Units, to the extent vested, shall be settled in the form of shares of Stock. To the extent that
an award of Restricted Stock Units is subject to Section 409A, it may contain such additional terms and conditions as the Administrator
shall determine in its sole discretion in order for such Award to comply with the requirements of Section 409A.



    	 



    	 



    

		(b)	Election to Receive Restricted Stock Units in Lieu
of Compensation. The Administrator may, in its sole discretion, permit a grantee to elect to receive a portion of future cash
compensation otherwise due to such grantee in the form of an award of Restricted Stock Units. Any such election shall be made
in writing and shall be delivered to the Company no later than the date specified by the Administrator and in accordance with
Section 409A and such other rules and procedures established by the Administrator. Any such future cash compensation that the
grantee elects to defer shall be converted to a fixed number of Restricted Stock Units based on the Fair Market Value of Stock
on the date the compensation would otherwise have been paid to the grantee if such payment had not been deferred as provided herein.
The Administrator shall have the sole right to determine whether and under what circumstances to permit such elections and to
impose such limitations and other terms and conditions thereon as the Administrator deems appropriate. Any Restricted Stock Units
that are elected to be received in lieu of cash compensation shall be fully vested, unless otherwise provided in the Award Certificate.



		(c)	Rights as a Stockholder. A grantee shall have
the rights as a stockholder only as to shares of Stock acquired by the grantee upon settlement of Restricted Stock Units; provided,
however, that the grantee may be credited with Dividend Equivalent Rights with respect to the phantom stock units underlying his
Restricted Stock Units, subject to such terms and conditions as the Administrator may determine.



		(d)	Termination. Except as may otherwise be provided
by the Administrator either in the Award Certificate or, subject to Section 18 below, in writing after the Award is issued, a
grantee’s right in all Restricted Stock Units that have not vested shall automatically terminate upon the grantee’s
termination of employment (or cessation of service relationship) with the Company and its Subsidiaries for any reason.



SECTION 9. UNRESTRICTED STOCK AWARDS


Grant or Sale of Unrestricted Stock. The Administrator
may, in its sole discretion, grant (or sell at par value or such higher purchase price determined by the Administrator) an Unrestricted
Stock Award under the Plan. Unrestricted Stock Awards may be granted in respect of past services or other valid consideration,
or in lieu of cash compensation due to such grantee.


SECTION 10. CASH-BASED AWARDS


Grant of Cash-Based Awards. The Administrator
may, in its sole discretion, grant Cash-Based Awards to any grantee in such number or amount and upon such terms, and subject to
such conditions, as the Administrator shall determine at the time of grant. The Administrator shall determine the maximum duration
of the Cash-Based Award, the amount of cash to which the Cash-Based Award pertains, the conditions upon which the Cash-Based Award
shall become vested or payable, and such other provisions as the Administrator shall determine. Each Cash-Based Award shall specify
a cash-denominated payment amount, formula or payment ranges as determined by the Administrator. Payment, if any, with respect
to a Cash-Based Award shall be made in accordance with the terms of the Award and may be made in cash or in shares of Stock, as
the Administrator determines.


SECTION 11. PERFORMANCE SHARE AWARDS


		(a)	Nature of Performance Share Awards. The Administrator
may, in its sole discretion, grant Performance Share Awards independent of, or in connection with, the granting of any other Award
under the Plan. The Administrator shall determine whether and to whom Performance Share Awards shall be granted, the Performance
Goals, the periods during which performance is to be measured, which may not be less than one year, and such other limitations
and conditions as the Administrator shall determine.







    	 



    	 



    

		(b)	Rights as a Stockholder. A grantee receiving
a Performance Share Award shall have the rights of a stockholder only as to shares actually received by the grantee under the
Plan and not with respect to shares subject to the Award but not actually received by the grantee. A grantee shall be entitled
to receive shares of Stock under a Performance Share Award only upon satisfaction of all conditions specified in the Performance
Share Award Certificate (or in a performance plan adopted by the Administrator).



		(c)	Termination. Except as may otherwise be provided
by the Administrator either in the Award agreement or, subject to Section 18 below, in writing after the Award is issued, a grantee’s
rights in all Performance Share Awards shall automatically terminate upon the grantee’s termination of employment (or cessation
of service relationship) with the Company and its Subsidiaries for any reason.



SECTION 12. PERFORMANCE-BASED AWARDS TO COVERED
EMPLOYEES


		(a)	Performance-Based Awards. Any employee or other
key person providing services to the Company and who is selected by the Administrator may be granted one or more Performance-Based
Awards in the form of a Restricted Stock Award, Restricted Stock Units, Performance Share Awards or Cash-Based Award payable upon
the attainment of Performance Goals that are established by the Administrator and relate 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 Administrator. The Administrator shall
define in an objective fashion the manner of calculating the Performance Criteria it selects to use for any Performance Cycle.
Depending on the Performance Criteria used to establish such Performance Goals, the Performance Goals may be expressed in terms
of overall Company performance or the performance of a division, business unit, or an individual. The Administrator, in its discretion,
may adjust or modify the calculation of Performance Goals for such Performance Cycle 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 Administrator may not exercise such discretion in a manner
that would increase the Performance-Based Award granted to a Covered Employee. Each Performance-Based Award shall comply with
the provisions set forth below.



		(b)	Grant of Performance-Based Awards. With respect
to each Performance-Based Award granted to a Covered Employee, the Administrator shall select, within the first 90 days of a Performance
Cycle (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 targets. The Performance Criteria established
by the Administrator may be (but need not be) different for each Performance Cycle and different Performance Goals may be applicable
to Performance-Based Awards to different Covered Employees.



		(c)	Payment of Performance-Based Awards. Following
the completion of a Performance Cycle, the Administrator shall meet to review and certify in writing whether, and to what extent,
the Performance Goals for the Performance Cycle have been achieved and, if so, to also calculate and certify in writing the amount
of the Performance-Based Awards earned for the Performance Cycle. The Administrator shall then determine the actual size of each
Covered Employee’s Performance-Based Award, and, in doing so, may reduce or eliminate the amount of the Performance-Based
Award for a Covered Employee if, in its sole judgment, such reduction or elimination is appropriate.




    	 



    	 



    

		(d)	Maximum Award Payable. The maximum Performance-Based
Award payable to any one Covered Employee under the Plan for a Performance Cycle is 1,000,000 shares of Stock (subject to adjustment
as provided in Section 3(b) hereof) or $2,500,000 in the case of a Performance-Based Award that is a Cash-Based Award.



SECTION 13. DIVIDEND EQUIVALENT RIGHTS


		(a)	Dividend Equivalent Rights. A Dividend Equivalent
Right may be granted hereunder to any grantee as a component of an award of Restricted Stock Units, Restricted Stock Award or
Performance Share Award or as a freestanding award. The terms and conditions of Dividend Equivalent Rights shall be specified
in the Award Certificate. Dividend equivalents credited to the holder of a Dividend Equivalent Right may be paid currently or
may be deemed to be reinvested in additional shares of Stock, which may thereafter accrue additional equivalents. Any such reinvestment
shall be at Fair Market Value on the date of reinvestment or such other price as may then apply under a dividend reinvestment
plan sponsored by the Company, if any. Dividend Equivalent Rights may be settled in cash or shares of Stock or a combination thereof,
in a single installment or installments. A Dividend Equivalent Right granted as a component of an award of Restricted Stock Units,
Restricted Stock Award or Performance Share Award may provide that such Dividend Equivalent Right shall be settled upon settlement
or payment of, or lapse of restrictions on, such other Award, and that such Dividend Equivalent Right shall expire or be forfeited
or annulled under the same conditions as such other Award. A Dividend Equivalent Right granted as a component of a Restricted
Stock Units, Restricted Stock Award or Performance Share Award may also contain terms and conditions different from such other
Award.



		(b)	Interest Equivalents. Any Award under this Plan
that is settled in whole or in part in cash on a deferred basis may provide in the grant for interest equivalents to be credited
with respect to such cash payment. Interest equivalents may be compounded and shall be paid upon such terms and conditions as
may be specified by the grant.



		(c)	Termination. Except as may otherwise be provided
by the Administrator either in the Award Certificate or, subject to Section 18 below, in writing after the Award is issued, a
grantee’s rights in all Dividend Equivalent Rights or interest equivalents granted as a component of an award of Restricted
Stock Units, Restricted Stock Award or Performance Share Award that has not vested shall automatically terminate upon the grantee’s
termination of employment (or cessation of service relationship) with the Company and its Subsidiaries for any reason.



SECTION 14. TRANSFERABILITY OF AWARDS


		(a)	Transferability. Except as provided in Section 14(b) below, during a grantee’s lifetime, his or her Awards
                                                                                  shall be exercisable only by the grantee, or by the grantee’s legal representative or guardian in the event of the
                                                                                  grantee’s incapacity. No Awards shall be sold, assigned, transferred or otherwise encumbered or disposed of by a
                                                                                  grantee other than by will or by the laws of descent and distribution or pursuant to a domestic relations order. No Awards
                                                                                  shall be subject, in whole or in part, to attachment, execution, or levy of any kind, and any purported transfer in violation
                                                                                  hereof shall be null and void.



		(b)	Administrator Action. Notwithstanding Section
14(a), the Administrator, in its discretion, may provide either in the Award Certificate regarding a given Award or by subsequent
written approval that the grantee (who is an employee or director) may transfer his or her Awards (other than any Incentive Stock
Options or Restricted Stock Units) to his or her immediate family members, to trusts for the benefit of such family members, or
to partnerships in which such family members are the only partners, provided that the transferee agrees in writing with the Company
to be bound by all of the terms and conditions of this Plan and the applicable Award. In no event may an Award be transferred
by a grantee for value.




    	 



    	 



    

		(c)	Family Member. For purposes of Section 14(b),
“family member” shall mean a grantee’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse,
former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law,
including adoptive relationships, any person sharing the grantee’s household (other than a tenant of the grantee), a trust
in which these persons (or the grantee) have more than 50 percent of the beneficial interest, a foundation in which these persons
(or the grantee) control the management of assets, and any other entity in which these persons (or the grantee) own more than
50 percent of the voting interests.



		(d)	Designation of Beneficiary. Each grantee to
whom an Award has been made under the Plan may designate a beneficiary or beneficiaries to exercise any Award or receive any payment
under any Award payable on or after the grantee’s death. Any such designation shall be on a form provided for that purpose
by the Administrator and shall not be effective until received by the Administrator. If no beneficiary has been designated by
a deceased grantee, or if the designated beneficiaries have predeceased the grantee, the beneficiary shall be the grantee’s
estate.



SECTION 15. TAX WITHHOLDING


		(a)	Payment by Grantee. Each grantee 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 grantee for Federal income tax purposes, pay to the Company, or make arrangements satisfactory to the
Administrator regarding payment of, any Federal, state, or local taxes of any kind required by law to be withheld by the Company
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 grantee. The Company’s obligation to deliver evidence of
book entry (or stock certificates) to any grantee is subject to and conditioned on tax withholding obligations being satisfied
by the grantee.



		(b)	Payment in Stock. Subject to approval by the
Administrator, a grantee may elect to have the Company’s minimum required tax withholding obligation satisfied, in whole
or in part, by authorizing the Company to withhold from shares of Stock to be issued pursuant to any 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.



SECTION 16. 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 Administrator 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 grantee 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 grantee’s
separation from service, or (ii) the grantee’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
such Award may not be accelerated except to the extent permitted by Section 409A.



    	 



    	 



    

SECTION 17. TRANSFER, LEAVE OF ABSENCE, ETC.


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; or



		(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 Administrator otherwise
so provides in writing.



SECTION 18. AMENDMENTS AND TERMINATION


The Board may, at any time, amend or discontinue the
Plan and the Administrator 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. Except as provided in Section 3(b) or 3(c), without prior stockholder approval, in no event may the Administrator exercise
its discretion to reduce the exercise price of outstanding Stock Options or Stock Appreciation Rights or effect repricing through
cancellation and re-grants or cancellation of Stock Options or Stock Appreciation Rights in exchange for cash. To the extent required
under the rules of any securities exchange or market system on which the Stock is listed, to the extent determined by the Administrator
to be required by the Code to ensure that Incentive Stock Options granted under the Plan are qualified under Section 422 of the
Code, or to ensure that compensation earned under Awards qualifies as performance-based compensation under Section 162(m) of the
Code, Plan amendments shall be subject to approval by the Company stockholders entitled to vote at a meeting of stockholders. Nothing
in this Section 18 shall limit the Administrator’s authority to take any action permitted pursuant to Section 3(b) or 3(c).


SECTION 19. STATUS OF PLAN


With respect to the portion of any Award that has not
been exercised and any payments in cash, Stock or other consideration not received by a grantee, a grantee shall have no rights
greater than those of a general creditor of the Company unless the Administrator shall otherwise expressly determine in connection
with any Award or Awards. In its sole discretion, the Administrator may authorize the creation of trusts or other arrangements
to meet the Company’s obligations to deliver Stock or make payments with respect to Awards hereunder, provided that the existence
of such trusts or other arrangements is consistent with the foregoing sentence.


SECTION 20. GENERAL PROVISIONS


		(a)	No Distribution. The Administrator may require
each person acquiring Stock 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.



		(b)	Delivery of Stock Certificates. Stock certificates
to grantees under this Plan shall be deemed delivered for all purposes when the Company or a stock transfer agent of the Company
shall have mailed such certificates in the United States mail, addressed to the grantee, at the grantee’s last known address
on file with the Company. Uncertificated Stock shall be deemed delivered for all purposes when the Company or a Stock transfer
agent of the Company shall have given to the grantee by electronic mail (with proof of receipt) or by United States mail, addressed
to the grantee, at the grantee’s last known address on file with the Company, notice of issuance and recorded the issuance
in its records (which may include electronic “book entry” records). Notwithstanding anything herein to the contrary,
the Company shall not be required to issue or deliver any certificates evidencing shares of Stock pursuant to the exercise of
any Award, unless and until the Administrator has determined, with advice of counsel (to the extent the Administrator deems such
advice necessary or advisable), that the issuance and delivery of such certificates is in compliance with all applicable laws,
regulations of governmental authorities and, if applicable, the requirements of any exchange on which the shares of Stock are
listed, quoted or traded. All Stock certificates delivered pursuant to the Plan shall be subject to any stop-transfer orders and
other restrictions as the Administrator deems necessary or advisable to comply with federal, state or foreign jurisdiction, securities
or other laws, rules and quotation system on which the Stock is listed, quoted or traded. The Administrator may place legends
on any Stock certificate to reference restrictions applicable to the Stock. In addition to the terms and conditions provided herein,
the Administrator may require that an individual make such reasonable covenants, agreements, and representations as the Administrator,
in its discretion, deems necessary or advisable in order to comply with any such laws, regulations, or requirements. The Administrator
shall have the right to require any individual to comply with any timing or other restrictions with respect to the settlement
or exercise of any Award, including a window-period limitation, as may be imposed in the discretion of the Administrator.




    	 



    	 



    

		(c)	Stockholder Rights. Until Stock is deemed delivered
in accordance with Section 20(b), no right to vote or receive dividends or any other rights of a stockholder will exist with respect
to shares of Stock to be issued in connection with an Award, notwithstanding the exercise of a Stock Option or any other action
by the grantee with respect to an Award.



		(d)	Other Compensation Arrangements; No Employment Rights.
Nothing contained in this Plan shall prevent the Board from adopting other or additional compensation arrangements, including
trusts, and such arrangements may be either generally applicable or applicable only in specific cases. The adoption of this Plan
and the grant of Awards do not confer upon any employee any right to continued employment with the Company or any Subsidiary.



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



		(f)	Forfeiture of Awards under Sarbanes-Oxley Act.
If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result
of misconduct, with any financial reporting requirement under the securities laws, then any grantee who is one of the individuals
subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002 shall reimburse the Company for the amount
of any Award received by such individual under the Plan during the 12-month period following the first public issuance or filing
with the United States Securities and Exchange Commission, as the case may be, of the financial document embodying such financial
reporting requirement.



SECTION 21. EFFECTIVE DATE OF PLAN


This Plan shall become effective upon stockholder approval
in accordance with applicable state law, the Company’s bylaws and articles of incorporation, and applicable stock exchange
rules. No grants of Stock Options and other Awards may be made hereunder after the tenth anniversary of the Effective Date and
no grants of Incentive Stock Options may be made hereunder after the tenth anniversary of the date the Plan is approved by the
Board.


SECTION 22. GOVERNING LAW


This Plan and all Awards and actions taken thereunder
shall be governed by, and construed in accordance with, the laws of the State of New York, applied without regard to conflict of
law principles.


DATE APPROVED BY BOARD OF DIRECTORS: July 5, 2012


DATE APPROVED BY STOCKHOLDERS: