EXHIBIT 10.3


 





 



 









BONANZA CREEK ENERGY, INC.

2017 LONG TERM INCENTIVE PLAN


 


(Effective April 28, 2017)


 


 



 


 


 


 


 


 









     


     


    



	1.   PURPOSE.	1
	2.   DEFINITIONS.	1
	3.   ADMINISTRATION OF THE PLAN.	5
	3.1   Board.	5
	3.2   Delegation of Authority.	5
	3.3   Terms of Awards.	5
	3.4   Deferral Arrangement.	6
	3.5   No Liability.	6
	3.6   Book Entry.	6
	4.   STOCK SUBJECT TO THE PLAN.	7
	4.1   Share Reserve.	7
	4.2   Prohibition on Liberal Share Recycling.	7
	4.3   Assumption or Substitution of Awards.	7
	5.   EFFECTIVE DATE, DURATION AND AMENDMENTS.	7
	5.1   Effective Date.	7
	5.2   Term.	7
	5.3   Amendment and Termination of the Plan.	7
	6.   AWARD ELIGIBILITY AND LIMITATIONS.	8
	6.1   Service Providers and Other Persons.	8
	6.2   Successive Awards and Substitute Awards.	8
	6.3   Limitation on Shares of Stock Subject to Awards and Cash Awards.	8
	6.4   Minimum Vesting Schedule.	8
	7.   AWARD AGREEMENT.	9
	8.   TERMS AND CONDITIONS OF OPTIONS.	9
	8.1   Option Price.	9
	8.2   Vesting.	9
	8.3   Term.	9
	8.4   Termination of Service.	9
	8.5   Limitations on Exercise of Option.	9
	8.6   Method of Exercise.	9
	8.7   Rights of Holders of Options.	10
	8.8   Delivery of Stock Certificates.	10
	8.9   Transferability of Options.	10
	8.10   Family Transfers.	10
	8.11   Limitations on Incentive Stock Options.	10
	9.   TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS.	10
	9.1   Right to Payment and Grant Price.	10
	9.2   Other Terms.	11
	10.   TERMS AND CONDITIONS OF RESTRICTED STOCK AND STOCK UNITS.	11
	10.1   Grant of Restricted Stock or Stock Units.	11
	10.2   Restrictions.	11
	10.3   Restricted Stock Certificates.	11
	10.4   Rights of Holders of Restricted Stock.	11
	10.5   Rights of Holders of Stock Units.	12



 



     


     


    




	10.6   Termination of Service.	12
	10.7   Purchase of Restricted Stock.	12
	10.8   Delivery of Stock.	12
	11.   TERMS AND CONDITIONS OF OTHER STOCK AWARDS.	12
	12.   FORM OF PAYMENT FOR OPTIONS AND RESTRICTED STOCK.	13
	12.1   General Rule.	13
	12.2   Surrender of Stock.	13
	12.3   Cashless Exercise.	13
	12.4   Other Forms of Payment.	13
	13.   TERMS AND CONDITIONS OF DIVIDEND EQUIVALENT RIGHTS.	13
	13.1   Dividend Equivalent Rights.	13
	13.2   Termination of Service.	14
	14.   TERMS AND CONDITIONS OF PERFORMANCE AND ANNUAL INCENTIVE AWARDS.	14
	14.1   Performance Conditions.	14
	14.2   Performance or Annual Incentive Awards Granted to Designated Covered Employees.	14
	14.3   Written Determinations.	15
	14.4   Status of Section ‎14.2 Awards Under Code Section 162(m).	15
	15.   PARACHUTE LIMITATIONS.	15
	16.   REQUIREMENTS OF LAW.	16
	16.1   General.	16
	16.2   Rule 16b-3.	16
	17.   EFFECT OF CHANGES IN CAPITALIZATION.	17
	17.1   Changes in Stock.	17
	17.2   Reorganization in Which the Company Is the Surviving Entity Which does not Constitute a Change in Control.	17
	17.3   Change in Control.	17
	17.4   Adjustments.	18
	17.5   No Limitations on Company.	18
	18.   GENERAL PROVISIONS.	18
	18.1   Disclaimer of Rights.	18
	18.2   Nonexclusivity of the Plan.	18
	18.3   Withholding Taxes.	18
	18.4   Captions.	19
	18.5   Other Provisions.	19
	18.6   Number and Gender.	19
	18.7   Severability.	19
	18.8   Governing Law.	19
	18.9   Section 409A of the Code.	19




    ii


     


    

BONANZA CREEK ENERGY, INC.

2017 LONG TERM INCENTIVE PLAN


 


Bonanza Creek Energy,
Inc., a Delaware corporation (the “Company”), sets forth herein the terms of its 2017 Long Term Incentive Plan
(the “Plan”), as follows:


 


		1.	PURPOSE.



 


The Plan is intended
to enhance the Company’s and its Affiliates’ (as defined herein) ability to attract and retain highly qualified officers,
directors, key employees, and other persons, and to motivate such persons to serve the Company and its Affiliates and to expend
maximum effort to improve the business results and earnings of the Company, by providing to such persons an opportunity to acquire
or increase a direct proprietary interest in the operations and future success of the Company. To this end, the Plan provides for
the grant of stock options, stock appreciation rights, restricted stock, stock units, other stock awards (including unrestricted
stock), dividend equivalent rights and cash awards. Any of these awards may, but need not, be made as performance incentives to
reward attainment of annual or long-term performance goals in accordance with the terms hereof. Stock options granted under the
Plan may be non-qualified stock options or incentive stock options, as provided herein.


 


		2.	DEFINITIONS.



 


For purposes of interpreting
the Plan and related documents (including Award Documents), the following definitions shall apply:


 


2.1       “Affiliate”
means, with respect to the Company, any company or other trade or business that controls, is controlled by or is under common control
with the Company within the meaning of Rule 405 of Regulation C under the Securities Act, including, without limitation, any Subsidiary.


 


2.2       “Annual
Incentive Award” means an Award made subject to attainment of performance goals (as described in Section ‎14)
over a performance period of up to one (1) year (the fiscal year, unless otherwise specified by the Committee).


 


2.3       “Award”
means a grant of an Option, Stock Appreciation Right, Restricted Stock, Other Stock Award, Unrestricted Stock, Stock Unit, Dividend
Equivalent Rights, or cash award under the Plan.


 


2.4       “Award
Document” means any written or electronic agreement, contract or other instrument or document that evidences and sets
out the terms and conditions of an Award, which may, but need not, be executed or acknowledged by a Grantee.


 


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


 


2.6       “Change
in Control” means


 


(i)       the
acquisition after the Effective Date by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of
the Securities Exchange Act of 1934, as amended) (a “Person”) of beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the Exchange Act) of 50% or more of either (a) the then outstanding shares of common stock of the
Company (the “Outstanding Company Common Stock”) or (b) the combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”).
For purposes of this Section 2.6, the following acquisitions by a Person will not constitute a Change in Control: (I) any
acquisition directly from the Company; (II) any acquisition by the Company; (III) any acquisition by any employee benefit plan
(or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; (IV) any acquisition by
any corporation pursuant to a transaction which complies with clauses (a), (b) and (c) of Section 2.6(iii) below; or (V)
any acquisition, within 18 months following the Effective Date, by any Person who, as of the Effective Date, holds 5% or more of
the Outstanding Common Stock or the Outstanding Company Voting Securities;


 




    1 


     


    

(ii)       the
individuals who, as of the later of the date hereof or the last amendment to this Plan approved by the Board, constitute the board
of directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the board of directors.
Any individual becoming a director subsequent to the later of the date hereof or the last amendment to this Plan approved by the
Board whose election, or nomination for election by the Company’s stockholders, is approved by a vote of at least a majority
of the directors then comprising the Incumbent Board will be considered a member of the Incumbent Board as of the later of the
date hereof or the last amendment to this Plan approved by the Board, but any such individual whose initial assumption of office
occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual
or threatened solicitation of proxies or consents by or on behalf of a Person other than the Incumbent Board of Directors will
not be deemed a member of the Incumbent Board as of the later of the date hereof or the last amendment to this Plan approved by
the Board;


 


(iii)       the
consummation of a reorganization, merger, consolidation or sale or other disposition of all or substantially all of the assets
of the Company after the Effective Date (a “Business Combination”), unless following such Business Combination:
(a) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company
Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly
or indirectly, more than 50% of, respectively, the then outstanding shares of common stock (or, for a non-corporate entity, equivalent
securities) and the combined voting power of the then outstanding voting securities entitled to vote generally in the election
of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a
corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either
directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such
Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (b)
no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of
the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 30% or more
of, respectively, the then outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) of the corporation
resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation
except to the extent that such ownership existed prior to the Business Combination and (c) at least a majority of the members of
the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time
of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or


 


(iv)       the
approval by the stockholders of the Company of a complete liquidation or dissolution of the Company; provided, however,
that the consummation of the restructuring contemplated by the Plan of Reorganization shall not constitute a Change in Control.


 


2.7       “Code”
means the Internal Revenue Code of 1986, as now in effect or as hereafter amended.


 


2.8       “Committee”
means the Company’s Compensation Committee.


 


2.9       “Company”
has the meaning set forth in the preamble.


 


2.10       “Covered
Employee” means a Grantee who is a “covered employee” within the meaning of Section 162(m)(3) of the Code.


 


2.11       “Dividend
Equivalent Right” means a right, granted to a Grantee under Section ‎13 hereof, to receive cash, Stock, other
Awards or other property equal in value to dividends paid with respect to a specified number of shares of Stock, or other periodic
payments.


 


2.12       “Effective
Date” means April 28, 2017.


 




    2 


     


    

2.13      “Exchange
Act” means the Securities Exchange Act of 1934, as now in effect or as hereafter amended.


 


2.14      “Fair
Market Value” means the value of a share of Stock, determined as follows: if on the Grant Date or other determination
date the Stock is listed on an established national or regional stock exchange, is admitted to quotation on The Nasdaq Stock Market,
Inc. or is publicly traded on an established securities market, the Fair Market Value of a share of Stock shall be the closing
price of the Stock on such exchange or in such market (if there is more than one such exchange or market the Board shall determine
the appropriate exchange or market) on the Grant Date or such other determination date (or if there is no such reported closing
price, the Fair Market Value shall be the mean between the highest bid and lowest asked prices or between the high and low sale
prices on such trading day) or, if no sale of Stock is reported for such trading day, on the next preceding day on which any sale
shall have been reported. If the Stock is not listed on such an exchange, quoted on such system or traded on such a market, Fair
Market Value shall be the value of the Stock as determined by the Board in good faith. Notwithstanding the foregoing, for purposes
of reporting and calculating taxable income and applicable tax withholdings, the Company may use any reasonable method to determine
the Fair Market Value, including (i) using the closing price of the Stock on the applicable exchange or in the applicable market
on the date immediately prior to the determination date, and (ii) in the event the Grantee makes arrangements with the Company
to satisfy the tax withholdings required by Section ‎18.3 pursuant to a same day “sell-to-cover” or similar
transaction, treating Fair Market Value as the amount received upon sale of the Stock in such same day “sell-to-cover”
or similar transaction.


 


2.15      “Family
Member” means a person who is a spouse, former spouse, child, stepchild, grandchild, parent, stepparent, grandparent,
niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother, sister, brother-in-law, or sister-in-law, including
adoptive relationships, of the Grantee, any person sharing the Grantee’s household (other than a tenant or employee), a trust
in which any one or more of these persons have more than fifty percent of the beneficial interest, a foundation in which any one
or more of these persons (or the Grantee) control the management of assets, and any other entity in which one or more of these
persons (or the Grantee) own more than fifty percent of the voting interests.


 


2.16      “GAAP”
means U.S. generally accepted accounting principles.


 


2.17      “Grant
Date” means, as determined by the Board, the latest to occur of (i) the date as of which the Board approves an Award,
(ii) the date on which the recipient of an Award first becomes eligible to receive an Award under Section ‎6 hereof,
or (iii) such other date as may be specified by the Board.


 


2.18      “Grantee”
means a person who receives or holds an Award under the Plan.


 


2.19      “Incentive
Stock Option” means an “incentive stock option” within the meaning of Section 422 of the Code, or the corresponding
provision of any subsequently enacted tax statute, as amended from time to time.


 


2.20      “Intrinsic
Value” means, (i) with respect to an Option or SAR, the product of (x) the excess, if any, of (A) the price or implied
price per share of Stock in a Change in Control over (B) the exercise or grant price of such Option or SAR multiplied by (y) the
number of shares of Stock covered by such Option or SAR, and (ii) with respect to any other Stock-based Award, the product of (A)
the price or implied price per share of Stock in a Change of Control multiplied by (B) the number of shares of Stock covered by
such other Stock-based Award.


 


2.21
     “Non-qualified Stock Option” means an Option that is not an Incentive Stock Option.


 


2.22      “Option”
means an option to purchase one or more shares of Stock pursuant to the Plan.


 


2.23      “Option
Price” means the exercise price for each share of Stock subject to an Option.


 


2.24      “Other
Stock Award” means an Award pursuant to Section ‎11 hereof


 


2.25      “Outside
Director” means a member of the Board who is not an officer or employee of the Company.


 




    3 


     


    

2.26      “Performance
Award” means an Award made subject to the attainment of performance goals (as described in Section ‎14) over
a performance period of up to ten (10) years.


 


2.27      “Plan”
has the meaning set forth in the preamble.


 


2.28       “Plan
of Reorganization” means that certain Third Amended Joint Prepackaged Plan of Reorganization under Chapter 11 of the
Bankruptcy Code of Bonanza Creek Energy, Inc. and certain of its affiliates, dated as of April 6, 2017.


 


2.29      “Purchase
Price” means the purchase price for each share of Stock pursuant to a grant of Restricted Stock or Unrestricted Stock.


 


2.30      “Restricted
Period” has the meaning set forth in Section ‎10.2.


 


2.31      “Restricted
Stock” means shares of Stock, awarded to a Grantee pursuant to Section ‎10 hereof.


 


2.32      “SAR
Exercise Price” means the per share exercise price of an SAR granted to a Grantee under Section ‎9 hereof.


 


2.33      “Securities
Act” means the Securities Act of 1933, as now in effect or as hereafter amended.


 


2.34      “Service”
means service as a Service Provider to the Company or an Affiliate. Unless otherwise stated in the applicable Award Document, a
Grantee’s change in position or duties shall not result in interrupted or terminated Service, so long as such Grantee continues
to be a Service Provider to the Company or an Affiliate. Subject to the preceding sentence, whether a termination of Service shall
have occurred for purposes of the Plan shall be determined by the Board, which determination shall be final, binding and conclusive.


 


2.35      “Service
Provider” means an employee, officer or director of the Company or an Affiliate, or a consultant or adviser currently
providing services to the Company or an Affiliate.


 


2.36      “Stock”
means the common stock, par value $0.01 per share, of the Company, or any security into which such common stock may be changed,
reclassified or converted pursuant to any transaction or event of the type described in Section ‎17.


 


2.37      “Stock
Appreciation Right” or “SAR” means a right granted to a Grantee under Section ‎9 hereof.


 


2.38      “Stock
Unit” means a bookkeeping entry representing the equivalent of one or more shares of Stock as indicated in the Award
Document awarded to a Grantee pursuant to Section ‎10 hereof.


 


2.39      “Subsidiary”
means any “subsidiary corporation” of the Company within the meaning of Section 424(f) of the Code.


 


2.40      “Substitute
Awards” means Awards granted upon assumption of, or in substitution for, outstanding awards previously granted by a company
or other entity acquired by the Company or any Affiliate or with which the Company or any Affiliate combines.


 


2.41      “Ten
Percent Stockholder” means an individual who owns more than ten percent (10%) of the total combined voting power of all
classes of outstanding stock of the Company, its parent or any of its Subsidiaries. In determining stock ownership, the attribution
rules of Section 424(d) of the Code shall be applied.


 


2.42      “Total
Shares” has the meaning set forth in Section ‎4 hereof.


 


2.43      “Unrestricted
Stock” means an Award granted pursuant to Section ‎11 hereof pursuant to which the Grantee may receive shares
of Stock free of any restrictions under the Plan.


 




    4 


     


    

		3.	ADMINISTRATION OF THE PLAN.



 


		3.1	Board.



 


The Board shall have
such powers and authorities related to the administration of the Plan as are consistent with the Company’s certificate of
incorporation and by-laws and applicable law. The Board shall have full power and authority to take all actions and to make all
determinations required or provided for under the Plan, any Award or any Award Document, and shall have full power and authority
to take all such other actions and make all such other determinations not inconsistent with the specific terms and provisions of
the Plan that the Board deems to be necessary or appropriate to the administration of the Plan, any Award or any Award Document.
All such actions and determinations shall be by the affirmative vote of a majority of the members of the Board present at a meeting
or by unanimous consent of the Board executed in writing in accordance with the Company’s certificate of incorporation and
by-laws and applicable law. The interpretation and construction by the Board of any provision of the Plan, any Award or any Award
Document shall be final, binding and conclusive.


 


		3.2	Delegation of Authority.



 


The Board from time
to time may delegate to the Committee, any other separate committees of the Board, or to one or more officers of the Company, such
powers and authorities related to the administration and implementation of the Plan, as set forth in Section ‎3.1 above
and other applicable provisions, as the Board shall determine, consistent with the certificate of incorporation and by-laws of
the Company and applicable law.


 


(i)       Except
as provided in subsection ‎3.2(ii) of this Section ‎3.2 and except as the Board may
otherwise determine, the Committee, if any, appointed by the Board to administer the Plan shall consist of two (2) or more Outside
Directors of the Company who: (a) qualify as “outside directors” within the meaning of Section 162(m) of the Code and
(b) meet such other requirements as may be established from time to time by the Securities and Exchange Commission for plans intended
to qualify for exemption under Rule 16b-3 (or its successor) under the Exchange Act.


 


(ii)       The
Board may also appoint one or more separate committees of the Board, each composed of one or more directors of the Company who
need not be Outside Directors, who may administer the Plan with respect to employees or other Service Providers who are not officers
or directors of the Company, may grant Awards under the Plan to such employees or other Service Providers, and may determine all
terms of such Awards.


 


(iii)       The
Board may also appoint one or more officers of the Company, who may administer the Plan with respect to employees or other Service
Providers who are not officers or directors of the Company, may grant Awards under the Plan to such employees or other Service
Providers, and may determine all terms of such Awards.


 


In the event that the Plan, any Award or
any Award Document entered into hereunder provides for any action to be taken by or determination to be made by the Board, such
action may be taken or such determination may be made by the Committee or such other delegate if the power and authority to do
so has been delegated to the Committee or such other delegate by the Board as provided for in this Section ‎3.2. Unless
otherwise expressly determined by the Board, any such action or determination by the Committee or such other delegate shall be
final, binding and conclusive. To the extent permitted by applicable law, the Committee may delegate its authority under the Plan
to a member of the Board; but no other delegate hereunder may further delegate its authority.


 


		3.3	Terms of Awards.



 


Subject to the other
terms and conditions of the Plan, the Board shall have full and final authority to:


 


(i)       designate
Grantees,


 


(ii)       determine
the type or types of Awards to be made to a Grantee,


 




    5 


     


    

(iii)       determine
the number of shares of Stock to be subject to an Award,


 


(iv)       establish
the terms and conditions of each Award (including, but not limited to, the exercise price of any Option, the nature and duration
of any restriction or condition (or provision for lapse thereof) relating to the vesting, exercise, transfer, or forfeiture of
an Award or the shares of Stock subject thereto, and any terms or conditions that may be necessary to qualify Options as Incentive
Stock Options),


 


(v)       prescribe
the form of each Award Document evidencing an Award,


 


(vi)       make
Awards to Grantees who are foreign nationals or employed outside the United States, or both, on such terms and conditions different
from those applicable to Awards to employees employed in the United States as may, in the judgment of the Board, be necessary or
desirable in order to recognize differences in local law or tax policy. The Board also may impose conditions on the exercise or
vesting of Awards in order to minimize the Company’s obligation with respect to tax equalization for employees on assignments
outside their home country; and


 


(vii)       amend,
modify, or supplement the terms of any outstanding Award.


 


Notwithstanding the
foregoing, subject to Section 14.2.4, no amendment, modification or supplement of any Award shall, without the consent of the Grantee,
materially impair the Grantee’s rights under such Award.


 


The Company may retain
the right in an Award Document to cause a forfeiture of the gain realized by a Grantee on account of actions taken by the Grantee
in violation or breach of or in conflict with any employment agreement, non-competition agreement, any agreement prohibiting solicitation
of employees or clients of the Company or any Affiliate thereof or any confidentiality obligation with respect to the Company or
any Affiliate thereof or otherwise in competition with the Company or any Affiliate thereof, to the extent specified in such Award
Document applicable to the Grantee. The Company may annul an Award if the Grantee is an employee of the Company or an Affiliate
thereof and is terminated for cause as defined in the applicable Award Document.


 


The grant of any Award shall be contingent
upon the Grantee executing (in writing or electronically) the appropriate Award Document.


 


Notwithstanding the
foregoing, no amendment or modification may be made to an outstanding Option or SAR which reduces the Option Price or SAR Exercise
Price, either by lowering the Option Price or SAR Exercise Price or by canceling the outstanding Option or SAR and granting a replacement
Option or SAR with a lower exercise price without the approval of the stockholders of the Company, provided, that, appropriate
adjustments may be made to outstanding Options and SARs pursuant to Section ‎17.


 


		3.4	Deferral Arrangement.



 


The Board may permit
or require the deferral of any award payment into a deferred compensation arrangement, subject to such rules and procedures as
it may establish, which may include provisions for the payment or crediting of interest or dividend equivalents, including converting
such credits into deferred Stock equivalents. Any such deferrals shall be made in a manner that complies with Code Section 409A.


 


		3.5	No Liability.



 


No member of the Board
or of the Committee, nor any other delegate hereunder, shall be liable for any action or determination made in good faith with
respect to the Plan or any Award or Award Document.


 


		3.6	Book Entry.



 


Notwithstanding any
other provision of this Plan to the contrary, the Company may elect to satisfy any requirement under this Plan for the delivery
of stock certificates through the use of book-entry.


 




    6 


     


    

		4.	STOCK SUBJECT TO THE PLAN.



 


		4.1	Share Reserve.



 


Subject to adjustment
as provided in Section ‎17 hereof, the number of shares of Stock available for issuance under the Plan shall be 2,467,430
(the “Total Shares”). Stock issued or to be issued under the Plan shall be authorized but unissued shares;
or, to the extent permitted by applicable law, issued shares that have been reacquired by the Company. If any shares covered by
an Award are not purchased or are forfeited, or if an Award otherwise terminates without delivery of any Stock subject thereto,
then the number of shares of Stock counted against the aggregate number of shares available under the Plan with respect to such
Award shall, to the extent of any such forfeiture or termination, again be available for making Awards under the Plan.


 


		4.2	Prohibition on Liberal Share Recycling.



 


If any Award of SARs
is settled in shares of Stock, then the number of SARs subject to the Award shall be deemed delivered for purposes of determining
the maximum number of share of Stock available for delivery under the Plan, regardless of the number of shares of Stock that are
issued upon the settlement of such SARs. In addition, if the Option Price of any Option granted under the Plan, or if pursuant
to Section ‎18.3 the withholding obligation of any Grantee with respect to an Option or other Award, is satisfied by
tendering shares of Stock to the Company (by either actual delivery or by attestation) or by withholding shares of Stock, the number
of shares of Stock issued including the shares of Stock tendered or withheld shall be deemed delivered for purposes of determining
the maximum number of shares of Stock available for delivery under the Plan.


 


		4.3	Assumption or Substitution of Awards.



 


The Board shall have
the right to substitute or assume Awards in connection with mergers, reorganizations, separations, or other transactions to which
Section 424(a) of the Code applies. The number of shares of Stock reserved pursuant to Section ‎4 shall be increased
by the corresponding number of Awards assumed and, in the case of a substitution, by the net increase in the number of shares of
Stock subject to Awards before and after the substitution.


 


		5.	EFFECTIVE DATE, DURATION AND AMENDMENTS.



 


		5.1	Effective Date.



 


The Plan shall be effective
as of the Effective Date.


 


		5.2	Term.



 


The Plan may be terminated
by the Board as provided in Section ‎5.3; provided, however, that no Awards may be granted under the Plan after
the ten-year anniversary of the Effective Date.


 


		5.3	Amendment and Termination of the Plan.



 


The Board may, at any
time and from time to time, amend, suspend, or terminate the Plan as to any shares of Stock as to which Awards have not been made.
An amendment shall be contingent on approval of the Company’s stockholders to the extent stated by the Board, required by
applicable law or required by applicable stock exchange listing requirements. In addition, an amendment will be contingent on approval
of the Company’s stockholders if the amendment would: (1) materially increase the benefits accruing to participants under
the Plan, (2) materially increase the aggregate number of shares of Stock that may be issued under the Plan or (3) materially modify
the requirements as to eligibility for participation in the Plan. No Awards shall be made after termination of the Plan. No amendment,
suspension, or termination of the Plan shall, without the consent of the Grantee, impair rights or obligations under any Award
theretofore awarded under the Plan.


 




    7 


     


    

		6.	AWARD ELIGIBILITY AND LIMITATIONS.



 


		6.1	Service Providers and Other Persons.



 


Subject to this Section
‎6, Awards may be made under the Plan to: (4) any Service Provider to the Company or of any Affiliate, including any Service
Provider who is an officer or director of the Company, or of any Affiliate, as the Board shall determine and designate from time
to time, and (5) any Outside Director.


 


		6.2	Successive Awards and Substitute Awards.



 


An eligible person
may receive more than one (1) Award, subject to such restrictions as are provided herein. Notwithstanding Sections ‎8.1
and ‎9.1 the Option Price of an Option or the grant price of an SAR that is a Substitute Award may be less than one
hundred percent (100%) of the Fair Market Value of a share of Stock on the original date of grant provided that the Option Price
or grant price is determined in accordance with the principles of Code Section 424 and the regulations thereunder.


 


		6.3	Limitation on Shares of Stock Subject to Awards and Cash Awards.



 


During any time when
the Company has a class of equity security registered under Section 12 of the Exchange Act, but only after such time as the reliance
period described in Treas. Reg. Section 1.162-27(f)(2) has expired:


 


(i)       the
maximum number of shares of Stock subject to Options or SARs that can be awarded under the Plan to any person eligible for an Award
under Section ‎6 hereof is 246,743 per calendar year;


 


(ii)       the
maximum number of shares that can be awarded under the Plan, other than pursuant to an Option or SARs, to any person eligible for
an Award under Section ‎6 hereof is 246,743 per calendar year;


 


(iii)       the
maximum amount of any Annual Incentive Award that may be earned in any calendar year by any one (1) Grantee shall be $5,000,000;


 


(iv)       the
maximum cash amount that may be earned pursuant to all Performance Award or other cash Awards granted in any calendar year to any
one (1) Grantee shall be $5,000,000; provided, however, that for avoidance of doubt, the foregoing limit shall not apply to Annual
Incentive Awards, which shall be subject solely to the separate limit set forth in Section ‎6.3(iii), above;


 


(v)       the
maximum number of shares of Stock that may be delivered to Grantees and their beneficiaries with respect to Incentive Stock Options
granted under the Plan is equal to the Total Shares; and


 


(vi)       in
any calendar year, no Outside Director shall be granted Awards under the Plan that, together with any cash retainers or fees earned
by such Outside Director for such year, have an aggregate fair value as of the grant date (as determined in accordance with applicable
accounting standards) in excess of $750,000.


 


The preceding limitations
in this Section ‎6.3 are subject to adjustment as provided in Section ‎17 hereof.


 


		6.4	Minimum Vesting Schedule.



 


Except as set forth
below, a vesting period of at least one (1) year shall apply to all Awards issued under the Plan. Up to 5% of the shares of Stock
reserved for issuance under the Plan as of the Effective Date may be issued pursuant to Awards that are do not comply with such
minimum one (1) year vesting period.


 




    8 


     


    

		7.	AWARD AGREEMENT.



 


Each Award granted
pursuant to the Plan shall be evidenced by an Award Document, in such written or electronic form or forms as the Board shall from
time to time determine. Award Documents granted from time to time or at the same time need not contain similar provisions but shall
be consistent with the terms of the Plan. Each Award Document evidencing an Award of Options shall specify whether such Options
are intended to be Non-qualified Stock Options or Incentive Stock Options, and in the absence of such specification such options
shall be deemed Non-qualified Stock Options.


 


		8.	TERMS AND CONDITIONS OF OPTIONS.



 


		8.1	Option Price.



 


The Option Price of
each Option shall be fixed by the Board and stated in the Award Document evidencing such Option. The Option Price of each Option
shall be at least the Fair Market Value on the Grant Date of a share of Stock; provided, however, that in the event that a Grantee
is a Ten Percent Stockholder, the Option Price of an Option granted to such Grantee that is intended to be an Incentive Stock Option
shall be not less than one hundred ten percent (110%) of the Fair Market Value of a share of Stock on the Grant Date. In no case
shall the Option Price of any Option be less than the par value of a share of Stock.


 


		8.2	Vesting.



 


Subject to Sections
‎8.3 and ‎17.3 hereof, each Option granted under the Plan shall become exercisable at such times and under such
conditions as shall be determined by the Board and stated in the Award Document. For purposes of this Section ‎8.2,
fractional numbers of shares of Stock subject to an Option shall be rounded down to the next nearest whole number.


 


		8.3	Term.



 


Each Option granted
under the Plan shall terminate, and all rights to purchase shares of Stock thereunder shall cease, upon the expiration of ten (10)
years from the date such Option is granted, or under such circumstances and on such date prior thereto as is set forth in the Plan
or as may be fixed by the Board and stated in the Award Document relating to such Option; provided, however, that
in the event that the Grantee is a Ten Percent Stockholder, an Option granted to such Grantee that is intended to be an Incentive
Stock Option shall not be exercisable after the expiration of five (5) years from its Grant Date.


 


		8.4	Termination of Service.



 


Each Award Document
shall set forth the extent to which the Grantee shall have the right to exercise the Option following termination of the Grantee’s
Service. Such provisions shall be determined in the sole discretion of the Board, need not be uniform among all Options issued
pursuant to the Plan, and may reflect distinctions based on the reasons for termination of Service.


 


		8.5	Limitations on Exercise of Option.



 


Notwithstanding any
other provision of the Plan, in no event may any Option be exercised, in whole or in part, after the occurrence of an event referred
to in Section ‎17 hereof which results in termination of the Option.


 


		8.6	Method of Exercise.



 


An Option that is exercisable
may be exercised by the Grantee’s delivery to the Company of written notice of exercise on any business day, at the Company’s
principal office, on the form specified by the Company. Such notice shall specify the number of shares of Stock with respect to
which the Option is being exercised and shall be accompanied by payment in full, in a form of payment as provided in Section
‎12 hereof, of the Option Price of the


 




    9 


     


    

shares
for which the Option is being exercised plus the amount (if any) of federal and/or other taxes which the Company may, in its judgment,
be required to withhold with respect to an Award.


 


		8.7	Rights of Holders of Options.



 


Unless otherwise stated
in the applicable Award Document, an individual holding or exercising an Option shall have none of the rights of a stockholder
(for example, the right to receive cash or dividend payments or distributions attributable to the subject shares of Stock or to
direct the voting of the subject shares of Stock) until the shares of Stock covered thereby are issued to such individual. Except
as provided in Section ‎17 hereof, no adjustment shall be made for dividends, distributions or other rights for which
the record date is prior to the date of such issuance.


 


		8.8	Delivery of Stock Certificates.



 


Subject to Section
‎3.6, promptly after the exercise of an Option by a Grantee and the payment in full of the Option Price, such Grantee shall
be entitled to the issuance of a stock certificate or certificates evidencing such Grantee’s ownership of the shares of Stock
subject to the Option.


 


		8.9	Transferability of Options.



 


Except as provided
in Section ‎8.10, during the lifetime of a Grantee, only the Grantee (or, in the event of legal incapacity or incompetency,
the Grantee’s guardian or legal representative) may exercise an Option. Except as provided in Section ‎8.10, no
Option shall be assignable or transferable by the Grantee to whom it is granted, other than by will or the laws of descent and
distribution.


 


		8.10	Family Transfers.



 


If authorized in the
applicable Award Document, a Grantee may transfer, not for value, all or part of an Option which is not an Incentive Stock Option
to any Family Member. For the purpose of this Section ‎8.10, a “not for value” transfer is a transfer which
is (6) a gift, (7) a transfer under a domestic relations order in settlement of marital property rights; or (8) a transfer to an
entity in which more than fifty percent of the voting interests are owned by Family Members (or the Grantee) in exchange for an
interest in that entity. Following a transfer under this Section ‎8.10, any such Option shall continue to be subject
to the same terms and conditions as were applicable immediately prior to transfer. Subsequent transfers of transferred Options
are prohibited except to Family Members of the original Grantee in accordance with this Section ‎8.10 or by will or
the laws of descent and distribution. The events of termination of Service of Section ‎8.4 hereof shall continue to
be applied with respect to the original Grantee, following which the Option shall be exercisable by the transferee only to the
extent, and for the periods specified, in Section ‎8.4.


 


		8.11	Limitations on Incentive Stock Options.



 


An Option shall constitute
an Incentive Stock Option only (9) if the Grantee of such Option is an employee of the Company or any Subsidiary of the Company;
(10) if and to the extent specifically provided in the related Award Document; and (11) to the extent that the aggregate Fair Market
Value (determined at the time the Option is granted) of the shares of Stock with respect to which all Incentive Stock Options held
by such Grantee become exercisable for the first time during any calendar year (under the Plan and all other plans of the Grantee’s
employer and its Affiliates) does not exceed $100,000. This limitation shall be applied by taking Options into account in the order
in which they were granted.


 


		9.	TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS.



 


		9.1	Right to Payment and Grant Price.



 


An SAR shall confer
on the Grantee to whom such SAR is granted a right to receive, upon exercise thereof, the excess of (12) the Fair Market Value
of one share of Stock on the date of exercise over (13) the grant price of such


 




    10 


     


    

SAR
as determined by the Board. The Award Document for an SAR shall specify the grant price of the SAR, which shall be at least the
Fair Market Value of a share of Stock on the date of grant. SARs may be granted in conjunction with all or part of an Option granted
under the Plan or at any subsequent time during the term of such Option, in conjunction with all or part of any other Award or
without regard to any Option or other Award. An SAR granted in tandem with an outstanding Option following the Grant Date of such
Option may have a grant price that is equal to the Option Price, even if such grant price is less than the Fair Market Value of
a share of Stock on the grant date of the SAR.


 


		9.2	Other Terms.



 


The Board shall determine
at the date of grant or thereafter, the time or times at which and the circumstances under which an SAR may be exercised in whole
or in part (including based on achievement of performance goals and/or future service requirements), the time or times at which
SARs shall cease to be or become exercisable following termination of Service or upon other conditions, the method of exercise,
method of settlement, form of consideration payable in settlement, method by or forms in which Stock will be delivered or deemed
to be delivered to Grantees, whether or not an SAR shall be in tandem or in combination with any other Award, and any other terms
and conditions of any SAR.


 


		10.	TERMS AND CONDITIONS OF RESTRICTED STOCK AND STOCK UNITS.



 


		10.1	Grant of Restricted Stock or Stock Units.



 


Awards of Restricted
Stock or Stock Units may be made for no consideration (other than par value of the shares which is deemed paid by Services already
rendered). Stock Units may be used to grant awards commonly known as “restricted stock units” or “performance
shares,” and all references in an Award Document to such types of awards shall be deemed to refer to Stock Units as authorized
by this Plan.


 


		10.2	Restrictions.



 


At the time a grant
of Restricted Stock or Stock Units is made, the Board may, in its sole discretion, establish a period of time (a “Restricted
Period”) applicable to such Restricted Stock or Stock Units. Each Award of Restricted Stock or Stock Units may be subject
to a different Restricted Period. The Board may, in its sole discretion, at the time a grant of Restricted Stock or Stock Units
is made, prescribe restrictions in addition to or other than the expiration of the Restricted Period, including the satisfaction
of corporate or individual performance objectives, which may be applicable to all or any portion of the Restricted Stock or Stock
Units in accordance with Sections ‎14.1 and ‎14.2. Neither Restricted Stock nor Stock Units may be sold,
transferred, assigned, pledged or otherwise encumbered or disposed of during the Restricted Period or prior to the satisfaction
of any other restrictions prescribed by the Board with respect to such Restricted Stock or Stock Units.


 


		10.3	Restricted Stock Certificates.



 


Subject to Section
‎3.6, the Company shall issue, in the name of each Grantee to whom Restricted Stock has been granted, stock certificates
representing the total number of shares of Restricted Stock granted to the Grantee, as soon as reasonably practicable after the
Grant Date. The Board may provide in an Award Document that either (14) the Secretary of the Company or its designee shall hold
such certificates for the Grantee’s benefit until such time as the Restricted Stock is forfeited to the Company or the restrictions
lapse, or (15) such certificates shall be delivered to the Grantee, provided, however, that such certificates shall
bear a legend or legends that comply with the applicable securities laws and regulations and makes appropriate reference to the
restrictions imposed under the Plan and the Award Document.


 


		10.4	Rights of Holders of Restricted Stock.



 


Unless the Board otherwise
provides in an Award Document, holders of Restricted Stock shall have the right to vote such Stock and the right to receive any
dividends declared or paid with respect to such Stock. The Board may provide that any dividends paid on Restricted Stock must be
reinvested in shares of Stock, which may or


 




    11 


     


    

may
not be subject to the same vesting conditions and restrictions applicable to such Restricted Stock. All distributions, if any,
received by a Grantee with respect to Restricted Stock as a result of any stock split, stock dividend, combination of shares,
or other similar transaction shall be subject to the restrictions applicable to the original grant.


 


		10.5	Rights of Holders of Stock Units.



 


		10.5.1	Voting and Dividend Rights.



 


Unless the Board otherwise
provides in an Award Document, holders of Stock Units shall have no rights as stockholders of the Company. The Board may provide
in an Award Document evidencing a grant of Stock Units that the holder of such Stock Units shall be entitled to receive, upon the
Company’s payment of a cash dividend on its outstanding Stock, a cash payment for each Stock Unit held equal to the per-share
dividend paid on the Stock. Such Award Document may also provide that such cash payment will be deemed reinvested in additional
Stock Units at a price per unit equal to the Fair Market Value of a share of Stock on the date that such dividend is paid.


 


		10.5.2	Creditor’s Rights.



 


A holder of Stock Units
shall have no rights other than those of a general creditor of the Company. Stock Units represent an unfunded and unsecured obligation
of the Company, subject to the terms and conditions of the applicable Award Document.


 


		10.6	Termination of Service.



 


Unless the Board otherwise
provides in an Award Document or in writing after the Award Document is issued, upon the termination of a Grantee’s Service,
any Restricted Stock or Stock Units held by such Grantee that have not vested, or with respect to which all applicable restrictions
and conditions have not lapsed, shall immediately be deemed forfeited. Upon forfeiture of Restricted Stock or Stock Units, the
Grantee shall have no further rights with respect to such Award, including but not limited to any right to vote Restricted Stock
or any right to receive dividends with respect to shares of Restricted Stock or Stock Units.


 


		10.7	Purchase of Restricted Stock.



 


The Grantee shall be
required, to the extent required by applicable law, to purchase the Restricted Stock from the Company at a Purchase Price equal
to the greater of (16) the aggregate par value of the shares of Stock represented by such Restricted Stock or (17) the Purchase
Price, if any, specified in the Award Document relating to such Restricted Stock. The Purchase Price shall be payable in a form
described in Section ‎12 or, in the discretion of the Board, in consideration for past Services rendered to the Company
or an Affiliate.


 


		10.8	Delivery of Stock.



 


Subject to Section
‎3.6, upon the expiration or termination of any Restricted Period and the satisfaction of any other conditions prescribed
by the Board, the restrictions applicable to shares of Restricted Stock or Stock Units settled in Stock shall lapse, and, unless
otherwise provided in the Award Document, a stock certificate for such shares shall be delivered, free of all such restrictions,
to the Grantee or the Grantee’s beneficiary or estate, as the case may be.


 


		11.	TERMS AND CONDITIONS OF OTHER STOCK AWARDS.



 


The Board may, in its
sole discretion, grant (or sell at par value or such other higher purchase price per share of Stock determined by the Board) to
any Grantee: (a) Unrestricted Stock Awards or rights to purchase or acquire shares, whether at a fixed or variable price or ratio
related to the Common Stock (subject to compliance with applicable laws), upon the passage of time, the occurrence of one or more
events, or the satisfaction of performance criteria or other conditions, or any combination thereof; or (b) any other securities
with a value derived from the value of or related to the Common Stock and/or returns thereon (“Other Stock Awards”).
Other Stock Awards may


 




    12 


     


    

be
granted or sold as described in the preceding sentence in respect of past services and other valid consideration, or in lieu of,
or in addition to, any cash compensation due to such Grantee.


 


		12.	FORM OF PAYMENT FOR OPTIONS AND RESTRICTED STOCK.



 


		12.1	General Rule.



 


Payment of the Option
Price for the shares purchased pursuant to the exercise of an Option or the Purchase Price for Restricted Stock shall be made in
cash or in cash equivalents acceptable to the Company.


 


		12.2	Surrender of Stock.



 


To the extent the Award
Document so provides, payment of the Option Price for shares purchased pursuant to the exercise of an Option or the Purchase Price
for Restricted Stock may be made all or in part through the tender to the Company of shares of Stock, which shares, if acquired
from the Company and if so required by the Company, shall have been held for at least six months at the time of tender and which
shall be valued, for purposes of determining the extent to which the Option Price or Purchase Price has been paid thereby, at their
Fair Market Value on the date of exercise or surrender.


 


		12.3	Cashless Exercise.



 


With respect to an
Option only (and not with respect to Restricted Stock), to the extent permitted by law and to the extent the Award Document so
provides, payment of the Option Price for shares purchased pursuant to the exercise of an Option may be made all or in part by
delivery (on a form acceptable to the Board) of an irrevocable direction to a licensed securities broker acceptable to the Company
to sell shares of Stock and to deliver all or part of the sales proceeds to the Company in payment of the Option Price and any
withholding taxes described in Section ‎18.3.


 


		12.4	Other Forms of Payment.



 


To the extent the Award
Document so provides, payment of the Option Price for shares purchased pursuant to exercise of an Option or the Purchase Price
for Restricted Stock may be made in any other form that is consistent with applicable laws, regulations and rules.


 


		13.	TERMS AND CONDITIONS OF DIVIDEND EQUIVALENT RIGHTS.



 


		13.1	Dividend Equivalent Rights.



 


A Dividend Equivalent
Right is an Award entitling the recipient to receive credits based on cash distributions 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 recipient. A Dividend Equivalent Right may be granted hereunder to any Grantee as a component of another Award or as
a freestanding award. The terms and conditions of Dividend Equivalent Rights shall be specified in the grant. 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. Dividend Equivalent Rights may be settled in cash or Stock or a combination thereof, in a single installment or installments,
all determined in the sole discretion of the Board. A Dividend Equivalent Right granted as a component of another Award may provide
that such Dividend Equivalent Right shall be settled upon payment of, or lapse of restrictions on, but not exercise of (directly
or indirectly), 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 another Award may also contain terms and
conditions different from such other Award.


 




    13 


     


    

		13.2	Termination of Service.



 


Except as may otherwise
be provided by the Board either in the Award Document or in writing after the Award Document is issued, a Grantee’s rights
in all Dividend Equivalent Rights or interest equivalents shall automatically terminate upon the Grantee’s termination of
Service for any reason.


 


		14.	TERMS AND CONDITIONS OF PERFORMANCE AND ANNUAL INCENTIVE AWARDS.



 


		14.1	Performance Conditions.



 


The right of a Grantee
to exercise or receive a grant or settlement of any Award, and the timing thereof, may be subject to such performance conditions
as may be specified by the Board. The Board may use such business criteria and other measures of performance as it may deem appropriate
in establishing any performance conditions, and may exercise its discretion to reduce the amounts payable under any Award subject
to performance conditions, except as limited under Sections ‎14.2 hereof in the case of a Performance Award or Annual
Incentive Award intended to qualify under Code Section 162(m). If and to the extent required under Code Section 162(m), any power
or authority relating to a Performance Award or Annual Incentive Award intended to qualify under Code Section 162(m), shall be
exercised by the Committee and not the Board.


 


		14.2	Performance or Annual Incentive Awards Granted to Designated Covered Employees.



 


If and to the extent
that the Committee determines that a Performance Award or Annual Incentive Award to be granted to a Grantee who is designated by
the Committee as likely to be a Covered Employee should qualify as “performance-based compensation” for purposes of
Code Section 162(m), the grant, exercise and/or settlement of such Performance Award or Annual Incentive Award shall be contingent
upon achievement of pre-established performance goals and other terms set forth in this Section ‎14.2.


 


		14.2.1	Performance Goals Generally.



 


The performance goals
for such Performance Awards or Annual Incentive Awards shall consist of one (1) or more business criteria and a targeted level
or levels of performance with respect to each of such criteria, as specified by the Committee consistent with this Section ‎14.2.
Performance goals shall be objective and shall otherwise meet the requirements of Code Section 162(m) and regulations thereunder
including the requirement that the level or levels of performance targeted by the Committee result in the achievement of performance
goals being “substantially uncertain.” The Committee may determine that such Performance Awards or Annual Incentive
Awards shall be granted, exercised and/or settled upon achievement of any one (1) performance goal or that two (2) or more of the
performance goals must be achieved as a condition to grant, exercise and/or settlement of such Performance Awards or Annual Incentive
Awards. Performance goals may differ for Performance Awards or Annual Incentive Awards granted to any one Grantee or to different
Grantees.


 







		14.2.2	Business Criteria.



 


 


One
or more of the following business criteria for the Company, on a consolidated basis, and/or specified subsidiaries or business
units of the Company (except with respect to the total stockholder return and earnings per share criteria), shall be used exclusively
by the Committee in establishing performance goals for such Performance or Annual Incentive Awards: (i) earnings per share; (ii)
revenue; (iii) cash flow; (iv) cash flow from operations; (v) cash flow return; (vi) return on net assets; (vii) return on assets;
(viii) return on investment; (ix) return on capital; (x) return on equity; (xi) economic value added; (xii) net sales; (xiii)
contribution margin; (xiv) net income; (xv) net income per share; (xvi) pretax earnings; (xvii) pretax earnings before interest,
depreciation and amortization; (xviii) pretax operating earnings after interest expense and before incentives, service fees, and
extraordinary or special items; (xix) total stockholder return; (xx) debt reduction; (xxi) market share; (xxii) change in the
Fair Market Value of the Stock; (xxiii) operating margin; (xxiv) operating income; (xxv) reserve growth; (xxvi) reserve replacement;
(xxvii) production growth; (xxviii) finding, development and exploration
costs; (xxix) lease operating expense; (xxx) completion and/or integration of acquisitions of businesses or companies; (xxxi)
completion of divestitures and asset sales; (xxxii) capital efficiency; (xxxiii) general and administrative expense; (xxxiv) safety;
and (xxxv)


 



    14 


     


    










environmental record. Any of the above
business criteria may be determined (a) on an absolute or relative basis (i.e., performance relative to peer companies), (b) as
compared to the performance of a published or special index deemed applicable by the Committee including, but not limited to, the
Standard & Poor’s 500 Stock Index or a group of comparable companies or (c) on a GAAP or non-GAAP basis.


 







		14.2.3	Timing For Establishing Performance Goals.



 


Performance goals shall
be established not later than ninety (90) days after the beginning of any performance period applicable to such Performance or
Annual Incentive Awards, or at such other date as may be required or permitted for “performance-based compensation”
under Code Section 162(m).


 


		14.2.4	Settlement of Performance or Annual Incentive Awards; Other Terms.



 


Settlement of such
Performance or Annual Incentive Awards shall be in cash, Stock, other Awards or other property, in the discretion of the Committee.
The Committee may, in its discretion, reduce the amount of a settlement otherwise to be made in connection with such Performance
or Annual Incentive Awards. The Committee shall specify the circumstances in which such Performance or Annual Incentive Awards
shall be paid or forfeited in the event of termination of Service by the Grantee prior to the end of a performance period or settlement
of Performance Awards.


 


		14.3	Written Determinations.



 


All determinations
by the Committee as to the establishment of performance goals, the amount of any Performance Award pool or potential individual
Performance Awards and as to the achievement of performance goals relating to Performance Awards, and the amount of any Annual
Incentive Award pool or potential individual Annual Incentive Awards and the amount of final Annual Incentive Awards, shall be
made in writing in the case of any Award intended to qualify under Code Section 162(m). To the extent required to comply with Code
Section 162(m), the Committee may delegate any responsibility relating to such Performance Awards or Annual Incentive Awards.


 


		14.4	Status of Section ‎14.2 Awards Under Code Section 162(m).



 


It is the intent of
the Company that Performance Awards and Annual Incentive Awards under Section ‎14.2 hereof granted to persons who are
designated by the Committee as likely to be Covered Employees within the meaning of Code Section 162(m) and regulations thereunder
shall, if so designated by the Committee, constitute “qualified performance-based compensation” within the meaning
of Code Section 162(m) and regulations thereunder. Accordingly, the terms of Section ‎14.2, including the definitions
of Covered Employee and other terms used therein, shall be interpreted in a manner consistent with Code Section 162(m) and regulations
thereunder. The foregoing notwithstanding, because the Committee cannot determine with certainty whether a given Grantee will be
a Covered Employee with respect to a fiscal year that has not yet been completed, the term Covered Employee as used herein shall
mean only a person designated by the Committee, at the time of grant of Performance Awards or an Annual Incentive Award, as likely
to be a Covered Employee with respect to that fiscal year. If any provision of the Plan or any agreement relating to such Performance
Awards or Annual Incentive Awards does not comply or is inconsistent with the requirements of Code Section 162(m) or regulations
thereunder, such provision shall be construed or deemed amended to the extent necessary to conform to such requirements.


 


		15.	PARACHUTE LIMITATIONS.



 


Notwithstanding any
contrary provision in this Plan, if a Grantee is a “disqualified individual” (as defined in Section 280G of the Code),
and any Award under this Plan together with any other payments or benefits that such Grantee has a right to receive from the Company
(and affiliated entities required to be aggregated in accordance with Q/A-10 and Q/A-46 of Treas. Reg. §1.280G-1) (collectively,
the “Payments”) would constitute a “parachute payment” (as defined in Section 280G of the
Code), the Payments shall be either (a) reduced (but not below zero) so that the aggregate present value of such Payments and benefits
received by the Grantee from the Company and its Affiliates shall be $1.00 less than three times such Grantee’s “base
amount” (as defined in Section 280G of the


 




    15 


     


    

Code)
(the “Safe Harbor Amount”) and so that no portion of such Payments received by such Grantee shall be subject
to the excise tax imposed by Section 4999; or (b) paid in full, whichever produces the better net after-tax result for such
Grantee (taking into account any applicable excise tax under Section 4999 and any applicable federal, state and local income and
employment taxes). The determination as to whether any such reduction in the amount of the Payments is necessary shall be made
by the Company in good faith and such determination shall be conclusive and binding on such Grantee. If reduced Payments are made
to the Grantee pursuant to this Section ‎15 and through error or otherwise those Payments exceed the Safe Harbor Amount,
the Grantee shall immediately repay such excess to the Company or its applicable Affiliate upon notification that an overpayment
has been made.


 


The reduction of Payments,
if applicable, shall be made by reducing, first, severance payments to be paid in cash in the order in which such payments would
be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary,
through to such payment or benefit that would be made first in time) and second, by reducing any other cash payments that would
be payable to the Grantee which are valued in full for purposes of Code Section 280G in a similar order (last to first), and third,
by reducing any equity acceleration of awards which are valued in full for purposes of Section 280G of the Code in a similar order
(last to first), and finally, by reducing any other payments or benefit in a similar order (last to first).


 


Notwithstanding anything
above to the contrary, this Section ‎15 shall not apply to any Grantee who is subject to a specific provision under
any separate employment contract or severance plan maintained by the Company or any of its Affiliates regarding the application
of the golden parachute rules of Code Sections 280G and 4999.


 


		16.	REQUIREMENTS OF LAW.



 


		16.1	General.



 


The Company shall not
be required to sell or issue any shares of Stock under any Award if the sale or issuance of such shares would constitute a violation
by the Grantee, any other individual exercising an Option, or the Company of any provision of any law or regulation of any governmental
authority, including without limitation any federal or state securities laws or regulations. If at any time the Company shall determine,
in its discretion, that the listing, registration or qualification of any shares subject to an Award upon any securities exchange
or under any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance or purchase
of shares hereunder, no shares of Stock may be issued or sold to the Grantee or any other individual exercising an Option pursuant
to such Award unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Company, and any delay caused thereby shall in no way affect the date of termination of the
Award. Specifically, in connection with the Securities Act, upon the exercise of any Option or the delivery of any shares of Stock
underlying an Award, unless a registration statement under such Act is in effect with respect to the shares of Stock covered by
such Award, the Company shall not be required to sell or issue such shares unless the Board has received evidence satisfactory
to it that the Grantee or any other individual exercising an Option may acquire such shares pursuant to an exemption from registration
under the Securities Act. Any determination in this connection by the Board shall be final, binding, and conclusive. The Company
may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act. The Company
shall not be obligated to take any affirmative action in order to cause the exercise of an Option or the issuance of shares of
Stock pursuant to the Plan to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly
imposes the requirement that an Option shall not be exercisable until the shares of Stock covered by such Option are registered
or are exempt from registration, the exercise of such Option (under circumstances in which the laws of such jurisdiction apply)
shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption.


 


		16.2	Rule 16b-3.



 


During any time when
the Company has a class of equity security registered under Section 12 of the Exchange Act, it is the intent of the Company that
Awards pursuant to the Plan and the exercise of Options granted hereunder will qualify for the exemption provided by Rule 16b-3
under the Exchange Act. To the extent that any provision of the Plan or action by the Board does not comply with the requirements
of Rule 16b-3, it shall be


 




    16 


     


    

deemed
inoperative to the extent permitted by law and deemed advisable by the Board, and shall not affect the validity of the Plan. In
the event that Rule 16b-3 is revised or replaced, the Board may exercise its discretion to modify this Plan in any respect necessary
to satisfy the requirements of, or to take advantage of any features of, the revised exemption or its replacement.


 


		17.	EFFECT OF CHANGES IN CAPITALIZATION.



 


		17.1	Changes in Stock.



 


If the number of outstanding
shares of Stock is increased or decreased or the shares of Stock are changed into or exchanged for a different number or kind of
shares or other securities of the Company on account of any conversion, recapitalization, reclassification, stock split, reverse
split, combination of shares, exchange of shares, stock dividend or other distribution payable in capital stock, or other increase
or decrease in such shares effected without receipt of consideration by the Company occurring after the Effective Date, the number
and kinds of shares for which grants of Options and other Awards may be made under the Plan shall be adjusted proportionately and
accordingly by the Company. In addition, the number and kind of shares for which Awards are outstanding shall be adjusted proportionately
and accordingly so that the proportionate interest of the Grantee immediately following such event shall, to the extent practicable,
be the same as immediately before such event. Any such adjustment in outstanding Options or SARs shall not change the aggregate
Option Price or SAR Exercise Price payable with respect to shares that are subject to the unexercised portion of an outstanding
Option or SAR, as applicable, but shall include a corresponding proportionate adjustment in the Option Price or SAR Exercise Price
per share. The conversion of any convertible securities of the Company shall not be treated as an increase in shares effected without
receipt of consideration. Notwithstanding the foregoing, in the event of any distribution to the Company’s stockholders of
securities of any other entity or other assets (including an extraordinary cash dividend but excluding a non-extraordinary dividend
payable in cash or in stock of the Company) without receipt of consideration by the Company, the Company may, in such manner as
the Company deems appropriate, adjust (36) the number and kind of shares subject to outstanding Awards and/or (37) the exercise
price of outstanding Options and Stock Appreciation Rights to reflect such distribution.


 


		17.2	Reorganization in Which the Company Is the Surviving Entity Which does not Constitute a Change
in Control.



 


Subject to Section
‎17.3 hereof, if the Company shall be the surviving entity in any reorganization, merger, or consolidation of the Company
with one or more other entities which does not constitute a Change in Control, any Option or SAR theretofore granted pursuant to
the Plan shall pertain to and apply to the securities to which a holder of the number of shares of Stock subject to such Option
or SAR would have been entitled immediately following such reorganization, merger, or consolidation, with a corresponding proportionate
adjustment of the Option Price or SAR Exercise Price per share so that the aggregate Option Price or SAR Exercise Price thereafter
shall be the same as the aggregate Option Price or SAR Exercise Price of the shares remaining subject to the Option or SAR immediately
prior to such reorganization, merger, or consolidation. Subject to any contrary language in an Award Document evidencing an Award,
any restrictions applicable to such Award shall apply as well to any replacement shares received by the Grantee as a result of
the reorganization, merger or consolidation. In the event of a transaction described in this Section ‎17.2, Stock Units
shall be adjusted so as to apply to the securities that a holder of the number of shares of Stock subject to the Stock Units would
have been entitled to receive immediately following such transaction.


 


		17.3	Change in Control.



 


Upon the occurrence
of a Change in Control, each outstanding Award shall be deemed to have vested, and shall become exercisable (if applicable), in
each case, to the extent so provided in the applicable Award Document; provided that the Board may elect to accelerate the
vesting of, or cancel, or take any other action with respect to any outstanding Award, as it shall deem appropriate in its sole
discretion. Notwithstanding the foregoing, if the Board elects to cancel any such outstanding Stock-based Award upon the occurrence
of a Change in Control, the holder of such Award shall receive, in consideration of such cancellation, an amount of cash or marketable
securities (if such securities are paid to the Company’s stockholders generally in connection with such Change in Control)
with a value


 




    17 


     


    

that
is not less than the Intrinsic Value of such Award; provided that, if the Intrinsic Value of an Option or SAR Award is equal to
or less than zero, the Board may, in its sole discretion, provide for the cancellation of such Award without payment of any consideration
therefor.


 


		17.4	Adjustments.



 


Adjustments
under this Section ‎17 related to shares of Stock or securities of the Company shall be
made by the Board, whose determination in that respect shall be final, binding and conclusive. No fractional shares or other securities
shall be issued pursuant to any such adjustment, and any fractions resulting from any such adjustment shall be eliminated in each
case by rounding downward to the nearest whole share. The Board shall determine the effect of a Change in Control upon Awards other
than Options, SARs, Stock Units and Restricted Stock, and such effect shall be set forth in the appropriate Award Document. The
Board may provide in the Award Documents at the time of grant, or any time thereafter with the consent of the Grantee, for different
provisions to apply to an Award in place of those described in Sections ‎17.1 and ‎17.2.


 


		17.5	No Limitations on Company.



 


The making of Awards
pursuant to the Plan shall not affect or limit in any way the right or power of the Company to make adjustments, reclassifications,
reorganizations, or changes of its capital or business structure or to merge, consolidate, dissolve, or liquidate, or to sell or
transfer all or any part of its business or assets.


 


		18.	GENERAL PROVISIONS.



 


		18.1	Disclaimer of Rights.



 


No provision in the
Plan or in any Award or Award Document shall be construed to confer upon any individual the right to remain in the employ or service
of the Company or any Affiliate, or to interfere in any way with any contractual or other right or authority of the Company either
to increase or decrease the compensation or other payments to any individual at any time, or to terminate any employment or other
relationship between any individual and the Company. In addition, notwithstanding anything contained in the Plan to the contrary,
unless otherwise stated in the applicable Award Document, no Award granted under the Plan shall be affected by any change of duties
or position of the Grantee, so long as such Grantee continues to be a director, officer, consultant or employee of the Company
or an Affiliate. The obligation of the Company to pay any benefits pursuant to this Plan shall be interpreted as a contractual
obligation to pay only those amounts described herein, in the manner and under the conditions prescribed herein. The Plan shall
in no way be interpreted to require the Company to transfer any amounts to a third party trustee or otherwise hold any amounts
in trust or escrow for payment to any Grantee or beneficiary under the terms of the Plan.


 


		18.2	Nonexclusivity of the Plan.



 


Neither the adoption
of the Plan nor the submission of the Plan to the stockholders of the Company for approval shall be construed as creating any limitations
upon the right and authority of the Board to adopt such other incentive compensation arrangements (which arrangements may be applicable
either generally to a class or classes of individuals or specifically to a particular individual or particular individuals) as
the Board in its discretion determines desirable, including, without limitation, the granting of stock options otherwise than under
the Plan.


 


		18.3	Withholding Taxes.



 


The Company or an Affiliate,
as the case may be, shall have the right to deduct from payments of any kind otherwise due to a Grantee any federal, state, or
local taxes of any kind required by law to be withheld with respect to the vesting of or other lapse of restrictions applicable
to an Award or upon the issuance of any shares of Stock upon the exercise of an Option or pursuant to an Award. At the time of
such vesting, lapse, or exercise, the Grantee shall pay to the Company or the Affiliate, as the case may be, any amount that the
Company or the Affiliate may reasonably determine to be necessary to satisfy such withholding obligation, or shall otherwise make
arrangements satisfactory to the Company or the Affiliate, as the case may be, to provide for the timely payment of such


 




    18 


     


    

withholding
obligation. Subject to the prior approval of the Company or the Affiliate, which may be withheld by the Company or the Affiliate,
as the case may be, in its sole discretion, the Grantee may elect to satisfy such obligations, in whole or in part, (38) by causing
the Company or the Affiliate to withhold shares of Stock otherwise issuable to the Grantee or (39) by delivering to the Company
or the Affiliate shares of Stock already owned by the Grantee. The shares of Stock so delivered or withheld shall have an aggregate
Fair Market Value equal to such withholding obligations. The Fair Market Value of the shares of Stock used to satisfy such withholding
obligation shall be determined by the Company or the Affiliate as of the date that the amount of tax to be withheld is to be determined.
A Grantee who has made an election pursuant to this Section ‎18.3 may satisfy his or her withholding obligation only
with shares of Stock that are not subject to any repurchase, forfeiture, unfulfilled vesting, or other similar requirements.


 


		18.4	Captions.



 


The use of captions
in this Plan or any Award Document is for the convenience of reference only and shall not affect the meaning of any provision of
the Plan or such Award Document.


 


		18.5	Other Provisions.



 


Each Award granted
under the Plan may contain such other terms and conditions not inconsistent with the Plan as may be determined by the Board, in
its sole discretion.


 


		18.6	Number and Gender.



 


With respect to words
used in this Plan, the singular form shall include the plural form, the masculine gender shall include the feminine gender, etc.,
as the context requires.


 


		18.7	Severability.



 


If any provision of
the Plan or any Award Document shall be determined to be illegal or unenforceable by any court of law in any jurisdiction, the
remaining provisions hereof and thereof shall be severable and enforceable in accordance with their terms, and all provisions shall
remain enforceable in any other jurisdiction.


 


		18.8	Governing Law.



 


The validity and construction
of this Plan and the instruments evidencing the Awards hereunder shall be governed by the laws of the State of Delaware, other
than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Plan and
the instruments evidencing the Awards granted hereunder to the substantive laws of any other jurisdiction.


 


		18.9	Section 409A of the Code.



 


Awards under the Plan
are intended to be exempt from or satisfy the requirements of Section 409A of the Code and related regulations and Treasury pronouncements
(“Section 409A”), and this Plan and all Award Documents shall be interpreted accordingly. In the event it is
determined that any Award or Award Document would violate the requirements of Section 409A, the Board shall have the authority,
but not the obligation, to amend the terms and conditions of the Award or the Award Document without the consent of the Participant
to the minimum extent necessary to bring the Award or Award Document into compliance with Section 409A. However, neither the Company
nor the Board shall have any obligation to take any action to prevent the assessment of any excise tax or penalty on any Grantee
under Section 409A, and neither the Company nor the Board will have any liability to any Grantee for such tax or penalty.


 


* * *


 








    19