Exhibit 10.35

       

      

      FIRST NORTHERN COMMUNITY BANCORP

      AMENDED AND RESTATED 2016 STOCK INCENTIVE PLAN

      (As amended as of January 23, 2020)

      

      

      SECTION 1. ESTABLISHMENT AND PURPOSE.

      

      

      The Plan was adopted by the Board of Directors on March 19, 2015, and shall be effective on March 16, 2016 or such earlier date when the Board of Directors has terminated the First Northern
        Community Bancorp 2006 Stock Incentive Plan, subject to the approval of the Company’s shareholders (the “Effective Date”). The purpose of the Plan is to promote the long-term success of the Company and the creation of stockholder value by (a)
        encouraging Employees, Outside Directors and Consultants to focus on critical long-range objectives, (b) encouraging the attraction and retention of Employees, Outside Directors and Consultants with exceptional qualifications and (c) linking
        Employees, Outside Directors and Consultants directly to stockholder interests through increased stock ownership. The Plan seeks to achieve this purpose by providing for Awards in the form of restricted shares, stock units, options (which may
        constitute incentive stock options or nonstatutory stock options) or stock appreciation rights.

      

      

      SECTION 2. DEFINITIONS.

      

      

      	

            	(a)	
              “Affiliate” shall mean any entity other than a Subsidiary, if the Company and/or one or more Subsidiaries own not less than 50% of such entity.

            


      

      

      	

            	(b)	
              “Award” shall mean any award of an Option, a SAR, a Restricted Share, a Stock Unit or a Performance Based Award under the Plan.

            


      

      

      	

            	(c)	
              “Award Agreement” shall mean the agreement between the Company and the recipient of an Award which contains the terms, conditions and restrictions pertaining to such Award.

            


      

      

      	

            	(d)	
              “Board of Directors” or “Board” shall mean the Board of Directors of the Company, as constituted from time to time.

            


      

      

      	

            	(e)	
              “Change in Control” shall mean the occurrence of any of the following events:

            


      

      

      	

            	(i)	
              The consummation or merger or consolidation of the Company or a Subsidiary of the Company with or into another entity or any other corporate reorganization, if either:

            


      

      

      	

            	(A)	
              The Company is not the continuing or surviving entity; or

            


      

      

      	

            	(B)	
              More than 50% of the combined voting power of the outstanding securities of each of (1) the Company (or its successor) and (B) any direct or indirect parent corporation of the Company (or its successor) immediately after such merger,
                consolidation or other reorganization is owned by persons who were not stockholders or the Company immediately prior to such merger, consolidation or other reorganization; or

            


      

      

      	

            	(ii)	
              A change in the composition of the Board of Directors occurs, as a result of which fewer than one-half of the incumbent directors are directors who either:

            


      

      

      	

            	(A)	
              Had been directors of the Company 24 months prior to such change (the “original directors”); or

            


      

      

      	

            	(B)	
              Were elected, or nominated for election, to the Board of Directors with the affirmative votes of at least a majority of the aggregate of the original directors who were still in office at the time of the election or nomination and the
                directors whose election or nomination was previously so approved (the “continuing directors”); provided, however, that for this purpose, the “original directors” and “continuing directors” shall
                not include any individual whose initial assumption of office occurred 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
                contests, by or on behalf of a person other than the Board; or

            


      

      

      	

            	(iii)	
              Any “person” (as defined below) who by the acquisition or aggregation of securities, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company
                representing 50% or more of the combined voting power of the Company’s then outstanding securities ordinarily (and apart from rights accruing under special circumstances) having the right to vote at elections of directors (the “Base Capital
                Stock”); except that any change in the relative beneficial ownership of the Company’s securities by any person resulting solely from a reduction in the aggregate number of outstanding shares of Base Capital Stock, and any decrease
                thereafter in such person’s ownership of securities, shall be disregarded until such person increases in any manner, directly or indirectly, such person’s beneficial ownership of any securities of the Company; or

            


      

      

      
        
          


      

      	

            	(iv)	
              The sale, transfer or other disposition of all or substantially all of the Company’s assets.

            


      

      

      For purposes of subsection (e)(iii) above, the term “person” shall have the same meaning as when used in Sections 13(d) and 14(d) of the Exchange Act but shall exclude (1) a trustee or other
        fiduciary holding securities under an employee benefit plan maintained by the Company or Parent or Subsidiary and (2) a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their
        ownership of the Stock.

      

      

      Any other provision of this Section 2(e) notwithstanding, a transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Company’s incorporation or to
        create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction, and a Change in Control shall not be deemed to occur if the Company files a
        registration statement with the United States Securities and Exchange Commission for an offering of securities or debt of the Company to the public.

      

      

      	

            	(f)	
              “Code” shall mean the Internal Revenue Code of 1986, as amended.

            


      

      

      	

            	(g)	
              “Committee” shall mean the Compensation Committee as designated by the Board of Directors, which is authorized to administer the Plan, as described in Section 3 hereof.

            


      

      

      	

            	(h)	
              “Company” shall mean First Northern Community Bancorp, a California corporation.

            


      

      

      	

            	(i)	
              “Consultant” shall mean a consultant or advisor who provides bona fide services to the Company, a Parent, a Subsidiary or an Affiliate as an independent contractor (not including service as a
                member of the Board of Directors) or a member of the board of directors of a Parent or a Subsidiary, in each case who is not an Employee.

            


      

      

      	

            	(j)	
              “Employee” shall mean any individual who is a common-law employee of the Company, a Parent, a Subsidiary or an Affiliate.

            


      

      

      	

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

            


      

      

      	

            	(l)	
              “Exercise Price” shall mean, in the case of an Option, the amount for which one Share may be purchased upon exercise of such Option, as specified in the applicable Stock Option Agreement.
                “Exercise Price,” in the case of a SAR, shall mean an amount, as specified in the applicable SAR Agreement, which is subtracted from the Fair Market Value of one Share in determining the amount payable upon exercise of such SAR.

            


      

      

      	

            	(m)	
              “Fair Market Value” with respect to a Share, shall mean the market price of one Share, determined by the Committee as follows:

            


      

      

      	

            	(i)	
              If the Stock was traded over-the-counter on the date in question, then the Fair Market Value shall be equal to the last transaction price quoted for such date by the OTC Bulletin Board or, if not so quoted, shall be equal to the mean
                between the last reported representative bid and asked prices quoted for such date by the principal automated inter-dealer quotation system on which the Stock is quoted or, if the Stock is not quoted on any such system, by the OTC Link
                Quote System;

            


      

      

      	

            	(ii)	
              If the Stock was traded on any established stock exchange (such as the New York Stock Exchange or The NASDAQ Stock Market) or national market system on the date in question, then the Fair Market Value shall be equal to the closing price
                reported for such date by the applicable exchange or system; and

            


      

      

      	

            	(iii)	
              If none of the foregoing provisions is applicable, then the Fair Market Value shall be determined by the Committee in good faith on such basis as it deems appropriate.

            


      

      

      In all cases, the determination of Fair Market Value by the Committee shall be conclusive and binding on all persons.

      

      

      	

            	(n)	
              “ISO” shall mean an employee incentive stock option described in Section 422 of the Code.

            


      

      

      	

            	(o)	
              “Nonstatutory Option” or “NSO” shall  mean an employee stock option that is not an ISO.

            


      

      

      
        
          


      

      	

            	(p)	
              “Option” shall mean an ISO or Nonstatutory Option granted under the Plan and entitling the holder to purchase Shares.

            


      

      

      	

            	(q)	
              “Outside Director” shall mean a member of the Board of Directors who is not a common-law employee of, or paid consultant to, the Company, a Parent or a Subsidiary.

            


      

      

      	

            	(r)	
              “Parent” shall mean any corporation (other than the Company) in an unbroken chain of corporations ending with the Company, if each of the corporations other than the Company owns stock possessing
                50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Parent on a date after the adoption of the Plan shall be a Parent commencing
                as of such date.

            


      

      

      	

            	(s)	
              “Participant” shall mean a person who holds an Award.

            


      

      

      	

            	(t)	
              “Performance Based Award” shall mean any Award granted to a Participant that is intended to qualify as “performance-based compensation” under Section 162(m) of the Code.

            


      

      

      	

            	(u)	
              “Plan” shall mean this 2016 Stock Incentive Plan of First Northern Community Bancorp, as amended from time to time.

            


      

      

      	

            	(v)	
              “Purchase Price” shall mean the consideration for which one Share may be acquired under the Plan (other than upon exercise of an Option or SAR), as specified by the Committee.

            


      

      

      	

            	(w)	
              “Restricted Share” shall mean a Share awarded under the Plan.

            


      

      

      	

            	(x)	
              “SAR” shall mean a stock appreciation right granted under the Plan.

            


      

      

      

      

      	

            	(y)	
              “Service” shall mean service as an Employee, Consultant or Outside Director, subject to such further limitations as may be set forth in the Plan or the applicable Award Agreement. Service does
                not terminate when an Employee goes on a bona fide leave of absence that was approved by the Company in writing, if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by
                applicable law. However, for purposes of determining when an Option is entitled to ISO status, an Employee’s employment will be treated as terminating three months after such Employee went on leave, unless such Employee’s right to return to
                active work is guaranteed by law or by a contract. Service terminates in any event when the approved leave ends, unless such Employee immediately returns to active work. The Company determines which leaves of absence count toward Service,
                and when Service terminates for all purposes under the Plan.

            


      

      

      	

            	(z)	
              “Share” shall mean one share of Stock, as adjusted in accordance with Section 11 (if applicable).

            


      

      

      	

            	(aa)	
              “Stock” shall mean the Common Stock of the Company.

            


      

      

      	

            	(bb)	
              “Stock Unit” shall mean a bookkeeping entry representing the Company’s obligation to deliver one Share (or distribute cash) on a future date in accordance with the provisions of a Stock Unit
                Agreement.

            


      

      

      	

            	(cc)	
              “Subsidiary” shall mean any corporation, if the Company and/or one or more other Subsidiaries own not less than 50% of the total combined voting power of all classes of outstanding stock of such
                corporation. A corporation that attains the status of a Subsidiary on a date after the adoption of the Plan shall be considered a Subsidiary commencing as of such date.

            


      

      

      SECTION 3. ADMINISTRATION.

      

      

      	

            	(a)	
              Committee Composition

            


      

      

      The Plan shall be administered by the Committee. The Committee shall consist of two or more directors of the Company. In addition, to the extent required by the Board, the composition of the
        Committee shall satisfy (i) such requirements as the Securities and Exchange Commission may establish for administrators acting under plans intended to qualify for exemption under Rule 16b-3 (or its successor) under the Exchange Act; (ii) such
        requirements as the Internal Revenue Service may establish for outside directors acting under plans intended to qualify for exemption under Section 162(m)(4)(C) of the Code; and (iii) if the Stock is traded on an established stock exchange (such as
        the New York Stock Exchange or The NASDAQ Market), such other requirements as the applicable exchange may impose on compensation committees.

      

      

      
        
          


      

      	

            	(b)	
              Committee for Non-Officer Grants

            


      

      

      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 satisfy the requirements of Section 3(a), who may
        administer the Plan with respect to Employees who are not considered officers or directors of the Company under Section 16 of the Exchange Act, may grant Awards under the Plan to such Employees and may determine all terms of such Awards. Within the
        limitations of the preceding sentence, any reference in the Plan to the Committee shall include such committee or committees appointed pursuant to the preceding sentence. To the extent permitted by applicable laws, the Board of Directors may also
        authorize one or more officers of the Company to designate Employees, other than officers under Section 16 of the Exchange Act, to receive Awards and/or to determine the number of such Awards to be received by such persons; provided, however, that
        the Board of Directors shall specify the total number of Awards that such officers may so grant.

      

      

      	

            	(c)	
              Committee Procedures

            


      

      

      The Board of Directors shall designate one of the members of the Committee as chairman. The Committee may hold meetings at such times and places as it shall determine. The acts of a majority of
        the Committee members present at meetings at which a quorum exists, or acts reduced to or approved in writing (including via email) by all Committee members, shall be valid acts of the Committee.

      

      

      	

            	(d)	
              Committee Responsibilities

            


      

      

      Subject to the provisions of the Plan, the Committee shall have full authority and discretion to take the following actions:

      

      

      	

            	(i)	
              To interpret the Plan and to apply its provisions;

            


      

      

      	

            	(ii)	
              To adopt, amend or rescind rules, procedures and forms relating to the Plan;

            


      

      

      	

            	(iii)	
              To adopt, amend or terminate sub-plans established for the purpose of satisfying applicable foreign laws including qualifying for preferred tax treatment under applicable foreign tax laws;

            


      

      

      	

            	(iv)	
              To authorize any person to execute, on behalf of the Company, any instrument required to carry out the purposes of the Plan;

            


      

      

      	

            	(v)	
              To determine when Awards are to be granted under the Plan;

            


      

      

      	

            	(vi)	
              To select the Participants to whom Awards are to be granted;

            


      

      

      	

            	(vii)	
              To determine the type of Award and number of Shares or amount of cash to be made subject to each Award;

            


      

      

      	

            	(viii)	
              To prescribe the terms and conditions of each Award, including (without limitation) the Exercise Price and Purchase Price, and the vesting or duration of the Award, to determine whether an Option is to be classified as an ISO or as a
                Nonstatutory Option, and to specify the provisions of the agreement relating to such Award;

            


      

      

      	

            	(ix)	
              To amend any outstanding Award Agreement, subject to the requirements of Section 3(e), any applicable legal restrictions and the consent of the Participant if the Participant’s rights or obligations would be materially impaired;

            


      

      

      	

            	(x)	
              To prescribe the consideration for the grant of each Award or other right under the Plan and to determine the sufficiency of such consideration;

            


      

      

      	

            	(xi)	
              To determine the disposition of each Award or other right under the Plan in the event of a Participant’s divorce or dissolution of marriage;

            


      

      

      	

            	(xii)	
              To determine whether Awards under the Plan will be granted in replacement of other grants under an incentive or other compensation plan of an acquired business;

            


      

      

      	

            	(xiii)	
              To correct any defect, supply any omission, or reconcile any inconsistency in the Plan or any Award Agreement;

            


      

      

      
        
          


      

      	

            	(xiv)	
              To establish or verify the extent of satisfaction of any performance goals or other conditions applicable to the grant, issuance, exercisability, vesting and/or ability to retain any Award; and

            


      

      

      	

            	(xv)	
              To take any other actions deemed necessary or advisable for the administration of the Plan.

            


      

      

      Subject to the requirements of applicable law, the Committee may designate persons other than members of the Committee to carry out its responsibilities and may prescribe such conditions and
        limitations as it may deem appropriate, except that the Committee may not delegate its authority with regard to the selection for participation of or the granting of Awards under the Plan to persons subject to Section 16 of the Exchange Act. All
        decisions, interpretations and other actions of the Committee shall be final and binding on all Participants, and all persons deriving their rights from a Participant. No member of the Committee shall be liable for any action that he has taken or
        has failed to take in good faith with respect to the Plan or any Award under the Plan.

      

      

      	

            	(e)	
              Cancellation and Re-Grant of Stock Awards

            


      

      

      Notwithstanding any contrary provision of the Plan, neither the Board nor any Committee, nor their designees, shall have the authority to: (i) amend the terms of outstanding Options or SARs to
        reduce the Exercise Price thereof, or (ii) cancel outstanding Options or SARs with an Exercise Price above the current Fair Market Value per Share in exchange for another Option, SAR or other Award, unless the stockholders of the Company have
        previously approved such an action or such action relates to an adjustment pursuant to Section 11.

      

      

      SECTION 4. ELIGIBILITY.

      

      

      	

            	(a)	
              General Rule

            


      

      

      Only Employees, Consultants and Outside Directors shall be eligible for the grant of Awards. Only common-law employees of the Company, a Parent or a Subsidiary shall be eligible for the grant of
        ISOs.

      

      

      	

            	(b)	
              Ten-Percent Stockholders

            


      

      

      An Employee who owns more than 10% of the total combined voting power of all classes of outstanding stock of the Company, a Parent or Subsidiary shall not be eligible for the grant of an ISO
        unless such grant satisfies the requirements of Section 422(c)(5) of the Code.

      

      

      	

            	(c)	
              Attribution Rules

            


      

      

      For purposes of Section 4(b) above, in determining stock ownership, an Employee shall be deemed to own the stock owned, directly or indirectly, by or for such Employee’s brothers, sisters,
        spouse, ancestors and lineal descendants. Stock owned, directly or indirectly, by or for a corporation, partnership, estate or trust shall be deemed to be owned proportionately by or for its stockholders, partners or beneficiaries.

      

      

      	

            	(d)	
              Outstanding Stock

            


      

      

      For purposes of Section 4(b) above, “outstanding stock” shall include all stock actually issued and outstanding immediately after the grant. “Outstanding stock” shall not include shares
        authorized for issuance under outstanding options held by the Employee or by any other person.

      

      

      SECTION 5. STOCK SUBJECT TO PLAN.

      

      

      	

            	(a)	
              Basic Limitation

            


      

      

      Shares offered under the Plan shall be authorized but unissued Shares or treasury Shares. Subject to Section 5(e) below, the aggregate number of Shares authorized for issuance as Awards under the
        Plan shall not exceed the number of Shares subject to outstanding awards granted under the Company’s 2006 Stock Incentive Plan (the “Predecessor Plan”), as of the Effective Date, to the extent those awards expire, terminate or are cancelled for any
        reason without the issuance or delivery of such Shares, any Shares subject to vesting restrictions under the Predecessor Plan on the Effective Date that are subsequently forfeited, and any reserved Shares not issued or subject to outstanding awards
        under the Predecessor Plan on the Effective Date; provided, however, that such sum shall not exceed six hundred twenty two thousand seven hundred sixty eight (622,768) Shares (the “Share Limit”). The number of Shares that may be delivered in the
        aggregate pursuant to the exercise of ISOs under the Plan shall not exceed the Share Limit plus, to the extent allowable under Section 422 of the Code and the Treasury Regulations promulgated thereunder, any Shares that become available for
        issuance under the Plan pursuant to Section 5(e). The limitations of this Section 5(a) shall be subject to adjustment pursuant to Section 11. The number of Shares that are subject to Awards outstanding at any time under the Plan shall not exceed
        the number of Shares which then remain available for issuance under the Plan. The Company, during the term of the Plan, shall at all times reserve and keep available sufficient Shares to satisfy the requirements of the Plan.

      

      

      
        
          


      

      	

            	(b)	
              Director Grants

            


      

      

      With respect to Awards granted to Outside Directors, the aggregate number of Shares which may be issued upon exercise or settlement of such Awards under the Plan shall be one-hundred thousand
        (100,000) Shares. Any Awards granted to Outside Directors under the Plan may or may not be subject to vesting. Vesting shall occur, if at all, in full or in installments, upon satisfaction of conditions specified in the applicable Award Agreement;
        provided, however, that all Shares subject to such an Award shall become fully vested in the event that a Change in Control takes place with respect to the Company.

      

      

      	

            	(c)	
              Award Limitation

            


      

      

      Subject to the provisions of Section 11, no Participant may receive Options, SARs, Restricted Shares or Stock Units under the Plan in any calendar year that relate to more than fifty thousand
        (50,000) Shares; provided however, that no outside director may receive Options, SARs, Restricted Shares or Stock Units under the Plan in any calendar year that relate to more than three thousand (3,000) Shares.

      

      

      	

            	(d)	
              Section 162(m) Award Limitation

            


      

      

      Notwithstanding any contrary provisions of the Plan, and subject to the provisions of Section 11, with respect to any Option, SAR or other Performance Based Award intended to qualify as
        “performance-based compensation” under Section 162(m) of the Code, no Participant eligible for an Award may receive Options, SARs or other Performance Based Awards under the Plan in any calendar year that relate to an aggregate of more than fifty
        thousand (50,000) Shares.  To the extent required by Section 162(m) of the Code or the regulations thereunder, in applying the foregoing limitation with respect to a Participant, if any Option or SAR is canceled, the canceled Option or SAR shall
        continue to count against the maximum number of Shares with respect to which Options and SARs may be granted to the Participant.  For this purpose, the repricing of an Option or SAR shall be treated as the cancellation of the existing Option or SAR
        and the grant of a new Option or SAR.

      

      

      	

            	(e)	
              Additional Shares

            


      

      

      If Restricted Shares or Shares issued upon the exercise of Options are forfeited, then such Shares shall again become available for Awards under the Plan. If Stock Units, Options or SARs are
        forfeited or terminate for any other reason before being exercised or settled, or an Award is settled in cash without the delivery of Shares to the holder, then any Shares subject to the Award shall again become available for Awards under the Plan.
        Shares surrendered or withheld in payment of the Exercise Price or Purchase Price of Shares or withheld to satisfy any tax withholding obligation shall not again become available for Awards under, the Plan. Further, Shares to which an SAR pertains,
        to the extent that it is exercised and settled in Shares, shall be considered issued or transferred pursuant to the Plan and shall not again become available for Awards under the Plan, whether or not Shares are actually issued to the Participant
        upon exercise of the SAR.

      

      

      SECTION 6. RESTRICTED SHARES.

      

      

      	

            	(a)	
              Restricted Share Award Agreement

            


      

      

      Each grant of Restricted Shares under the Plan shall be evidenced by a Restricted Share Award Agreement between the Participant and the Company. Such Restricted Shares shall be subject to all
        applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The provisions of the various Restricted Share Award Agreements entered into under the Plan need not be identical.

      

      

      	

            	(b)	
              Payment for Awards

            


      

      

      Restricted Shares may be sold or awarded under the Plan for such consideration as the Committee may determine, including (without limitation) cash, cash equivalents, past services and future
        services.

      

      

      
        
          


      

      	

            	(c)	
              Vesting

            


      

      

      Each Award of Restricted Shares may or may not be subject to vesting. Vesting shall occur, in full or in installments, upon satisfaction of the conditions specified in the Restricted Share Award
        Agreement. A Restricted Share Award Agreement may provide for accelerated vesting in the event of the Participant’s death, disability or retirement. The Committee may determine, at the time of granting Restricted Shares of thereafter, that all or
        part of such Restricted Shares shall become vested in the event that a Change in Control occurs with respect to the Company.

      

      

      	

            	(d)	
              Voting and Dividend Rights

            


      

      

      The holders of Restricted Shares awarded under the Plan shall have the same voting, dividend and other rights as the Company’s other stockholders. A Restricted Share Award Agreement, however, may
        require that the holders of Restricted Shares invest any cash dividends received in additional Restricted Shares. Such additional Restricted Shares shall be subject to the same conditions and restrictions as the Award with respect to which the
        dividends were paid.

      

      

      	

            	(e)	
              Restrictions on Transfer of Shares

            


      

      

      Restricted Shares shall be subject to such rights of repurchase, rights of first refusal or other restrictions as the Committee may determine. Such restrictions shall be set forth in the
        applicable Restricted Share Award Agreement and shall apply in addition to any general restrictions that may apply to all holders of Shares.

      

      

      SECTION 7. TERMS AND CONDITIONS OF OPTIONS.

      

      

      	

            	(a)	
              Stock Option Award Agreement

            


      

      

      Each grant of an Option under the Plan shall be evidenced by a Stock Option Award Agreement between the Participant and the Company. Such Option shall be subject to all applicable terms and
        conditions of the Plan and may be subject to any other terms and conditions which are not inconsistent with the Plan and which the Committee deems appropriate for inclusion in a Stock Option Award Agreement. The Stock Option Award Agreement shall
        specify whether the Option is an ISO or an NSO. The provisions of the various Stock Option Award Agreements entered into under the Plan need not be identical. Options may be granted in consideration of a reduction in the Participant’s other
        compensation.

      

      

      	

            	(b)	
              Number of Shares

            


      

      

      Each Stock Option Award Agreement shall specify the number of Shares that are subject to the Option and shall provide for the adjustment of such number in accordance with Section 11.

      

      

      	

            	(c)	
              Exercise Price

            


      

      

      Each Stock Option Award Agreement shall specify the Exercise Price. The Exercise Price of an ISO shall not be less than 100% of the Fair Market Value of a Share on the date of grant, except as
        otherwise provided in Section 4(b), and the Exercise Price of an NSO shall not be less than 100% of the Fair Market Value of a Share on the date of grant. Notwithstanding the foregoing, Options may be granted with an Exercise Price of less than
        100% of the Fair Market Value per Share on the date of grant pursuant to a transaction described in, and in a manner consistent with, Section 424(a) of the Code. Subject to the foregoing in this Section 7(c), the Exercise Price under any Option
        shall be determined by the Committee at its sole discretion. The Exercise Price shall be payable in one of the forms described in Section 8.

      

      

      	

            	(d)	
              Withholding Taxes

            


      

      

      As a condition to the exercise of an Option, the Participant shall make such arrangements as the Committee may require for the satisfaction of any federal, state, local or foreign withholding tax
        obligations that may arise in connection with such exercise. The Participant shall also make such arrangements as the Committee may require for the satisfaction of any federal, state, local or foreign withholding tax obligations that may arise in
        connection with the disposition of Shares acquired by exercising an Option.

      

      

      	

            	(e)	
              Exercisability and Term

            


      

      

      Each Stock Option Award Agreement shall specify the date when all or any installment of the Option is to become exercisable. The Stock Option Award Agreement shall also specify the term of the
        Option; provided that the term of an ISO shall in no event exceed 10 years from the date of grant (five years for ISOs granted to Employees described in Section 4(b)). A Stock Option Award Agreement may provide for accelerated exercisability in the
        event of the Participant’s death, disability or retirement and may provide for expiration prior to the end of its term in the event of the termination of the Participant’s Service. Options may be awarded in combination with SARs, and such an Award
        may provide that the Options will not be exercisable unless the related SARs are forfeited. Subject to the foregoing in this Section 7(e), the Committee at its sole discretion shall determine when all or any installment of an Option is to become
        exercisable and when an Option is to expire.

      

      

      
        
          


      

      	

            	(f)	
              Exercise of Options

            


      

      

      Each Stock Option Award Agreement shall set forth the extent to which the Participant shall have the right to exercise the Option following termination of the Participant’s Service with the
        Company and its Subsidiaries, and the right to exercise the Option of any executors or administrators of the Participant’s estate or any person who has acquired such Option(s) directly from the Participant by bequest or inheritance. Such provisions
        shall be determined in the sole discretion of the Committee, need not be uniform among all Options issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination of Service.

      

      

      	

            	(g)	
              Effect of Change in Control

            


      

      

      The Committee may determine, at the time of granting an Option or thereafter, that such Options shall become exercisable as to all or part of the Shares subject to such Option in the event that a
        Change in Control occurs with respect to the Company.

      

      

      	

            	(h)	
              No Rights as a Stockholder

            


      

      

      A Participant shall have no rights as a stockholder with respect to any Shares covered by his Option until the date of the issuance of a stock certificate for such Shares. No adjustments shall be
        made, except as provided in Section 11.

      

      

      	

            	(i)	
              Modification, Extension and Renewal of Options

            


      

      

      Subject to the requirements of Section 3(e), and within the limitations of the Plan, the Committee may modify, extend or renew outstanding options or may accept the cancellation of outstanding
        options (to the extent not previously exercised), whether or not granted hereunder, in return for the grant of new Options for the same or a different number of Shares and at the same or a different Exercise Price, or in return for the grant of a
        different Award for the same or a different number of Shares. The foregoing notwithstanding, no modification of an Option shall, without the consent of the Participant, materially impair his or her rights or obligations under such Option.

      

      

      	

            	(j)	
              Restrictions on Transfer of Shares

            


      

      

      Any Shares issued upon exercise of an Option shall be subject to such special forfeiture conditions, rights of repurchase, rights of first refusal and other transfer restrictions as the Committee
        may determine. Such restrictions shall be set forth in the applicable Stock Option Award Agreement and shall apply in addition to any general restrictions that may apply to all holders of Shares.

      

      

      	

            	(k)	
              Buyout Provisions

            


      

      

      Subject to the requirements of Section 3(e), the Committee may at any time (a) offer to buy out for a payment in cash or cash equivalents an Option previously granted or (b) authorize a
        Participant to elect to cash out an Option previously granted, in either case at such time and based upon such terms and conditions as the Committee shall establish.

      

      

      SECTION 8. PAYMENT FOR SHARES.

      

      

      	

            	(a)	
              General Rule

            


      

      

      The entire Exercise Price or Purchase Price of Shares issued under the Plan shall be payable in lawful money of the United States of America at the time when such Shares are purchased, except as
        provided in Section 8(b) through Section 8(g) below.

      

      

      	

            	(b)	
              Surrender of Stock

            


      

      

      To the extent that a Stock Option Award Agreement so provides, payment may be made all or in part by surrendering, or attesting to the ownership of, Shares which have already been owned by the
        Participant or his representative. Such Shares shall be valued at their Fair Market Value on the date when the new Shares are purchased under the Plan. The Participant shall not surrender, or attest to the ownership of, Shares in payment of the
        Exercise Price if such action would cause the Company to recognize compensation expense (or additional compensation expense) with respect to the Option for financial reporting purposes.

      

      

      
        
          


      

      	

            	(c)	
              Services Rendered

            


      

      

      At the discretion of the Committee, Shares may be awarded under the Plan in consideration of services rendered to the Company or a Subsidiary. If Shares are awarded without the payment of a
        Purchase Price in cash, the Committee shall make a determination (at the time of the Award) of the value of the services rendered by the Participant and the sufficiency of the consideration to meet the requirements of Section 6(b).

      

      

      	

            	(d)	
              Cashless Exercise

            


      

      

      To the extent that a Stock Option Award Agreement so provides, payment may be made all or in part by delivery (on a form prescribed by the Committee) of an irrevocable direction to a securities
        broker to sell Shares and to deliver all or part of the sale proceeds to the Company in payment of the aggregate Exercise Price.

      

      

      	

            	(e)	
              Net Exercise

            


      

      

      To the extent that a Stock Option Award Agreement so provides, by a “net exercise” arrangement pursuant to which the number of Shares issuable upon exercise of the Option shall be reduced by the
        largest whole number of Shares having an aggregate Fair Market Value that does not exceed the aggregate exercise price (plus tax withholdings, if applicable), and any remaining balance of the aggregate exercise price (and/or applicable tax
        withholdings) not satisfied by such reduction in the number of whole Shares to be issued shall be paid by the Participant in cash or other form of payment permitted under the Stock Option Agreement.

      

      

      	

            	(f)	
              Other Forms of Payment

            


      

      

      To the extent that a Stock Option Award Agreement or Restricted Share Award Agreement so provides, payment may be made in any other form that is consistent with applicable laws, regulations and
        rules.

      

      

      	

            	(g)	
              Limitations under Applicable Law

            


      

      

      Notwithstanding anything herein or in a Stock Option Award Agreement or Restricted Share Award Agreement to the contrary, payment may not be made in any form that is unlawful, as determined by
        the Committee in its sole discretion.

      

      

      SECTION 9. STOCK APPRECIATION RIGHTS.

      

      

      	

            	(a)	
              SAR Award Agreement

            


      

      

      Each grant of a SAR under the Plan shall be evidenced by a SAR Award Agreement between the Participant and the Company. Such SAR shall be subject to all applicable terms of the Plan and may be
        subject to any other terms that are not inconsistent with the Plan. The provisions of the various SAR Award Agreements entered into under the Plan need not be identical. SARs may be granted in consideration of a reduction in the Participant’s other
        compensation.

      

      

      	

            	(b)	
              Number of Shares

            


      

      

      Each SAR Award Agreement shall specify the number of Shares to which the SAR pertains and shall provide for the adjustment of such number in accordance with Section 11.

      

      

      	

            	(c)	
              Exercise Price

            


      

      

      Each SAR Award Agreement shall specify the Exercise Price. The Exercise Price of a SAR shall not be less than 100% of the Fair Market Value of a Share on the date of grant. Notwithstanding the
        foregoing, SARS may be granted with an Exercise price of less than 100% of the Fair Market Value per Share on the date of grant pursuant to a transaction described in, and in a manner consistent with, Section 424(a) of the Code. Subject to the
        foregoing in this Section 9(c), the Exercise Price under any SAR shall be determined by the Committee in its sole discretion.

      

      

      	

            	(d)	
              Exercisability and Term

            


      

      

      Each SAR Award Agreement shall specify the date when all or any installment of the SAR is to vest and become exercisable. Whether vesting is based solely on the Participant’s continuous Service
        or achievement of performance criteria, an SAR shall not become fully exercisable before the 12-month anniversary of the date of grant. The SAR Award Agreement shall also specify the term of the SAR. A SAR Award Agreement may provide for
        accelerated exercisability in the event of the Participant’s death, disability or retirement and may provide for expiration prior to the end of its term in the event of the termination of the Participant’s service. SARs may be awarded in
        combination with Options, and such an Award may provide that the SARs will not be exercisable unless the related Options are forfeited. A SAR may be included in an ISO only at the time of grant but may be included in an NSO at the time of grant or
        thereafter. A SAR granted under the Plan may provide that it will be exercisable only in the event of a Change in Control.

      

      

      
        
          


      

      	

            	(e)	
              Effect of Change in Control

            


      

      

      The Committee may determine, at the time of granting a SAR or thereafter, that such SAR shall become fully exercisable as to all Common Shares subject to such SAR in the event that a Change in
        Control occurs with respect to the Company.

      

      

      	

            	(f)	
              Exercise of SARs

            


      

      

      Upon exercise of a SAR, the Participant (or any person having the right to exercise the SAR after his or her death) shall receive from the Company (a) Shares, (b) cash or (c) a combination of
        Shares and cash, as the Committee shall determine. The amount of cash and/or the Fair Market Value of Shares received upon exercise of SARs shall, in the aggregate, be equal to the amount by which the Fair Market Value (on the date of surrender) of
        the Shares subject to the SARs exceeds the Exercise Price.

      

      

      	

            	(g)	
              Modification or Assumption of SARs

            


      

      

      Subject to the requirements of Section 3(e), and within the limitations of the Plan, the Committee may modify, extend or assume outstanding SARs or may accept the cancellation of outstanding SARs
        (whether granted by the Company or by another issuer) in return for the grant of new SARs for the same or a different number of shares and at the same or a different exercise price, or in return for the grant of a different Award for the same or a
        different number of Shares. The foregoing notwithstanding, no modification of a SAR shall, without the consent of the holder, materially impair his or her rights or obligations under such SAR.

      

      

      	

            	(h)	
              Buyout Provisions

            


      

      

      Subject to the requirements of Section 3(e), the Committee may at any time (a) offer to buy out for a payment in cash or cash equivalents a SAR previously granted, or (b) authorize a Participant
        to elect to cash out a SAR previously granted, in either case at such time and based upon such terms and conditions as the Committee shall establish.

      

      

      SECTION 10. STOCK UNITS.

      

      

      	

            	(a)	
              Stock Unit Award Agreement

            


      

      

      Each grant of Stock Units under the Plan shall be evidenced by a Stock Unit Award Agreement between the Participant and the Company. Such Stock Units shall be subject to all applicable terms of
        the Plan and may be subject to any other terms that are not inconsistent with the Plan. The provisions of the various Stock Unit Award Agreements entered into under the Plan need not be identical. Stock Units may be granted in consideration of a
        reduction in the Participant’s other compensation.

      

      

      	

            	(b)	
              Payment for Awards

            


      

      

      To the extent that an Award is granted in the form of Stock Units, no cash consideration shall be required of the Award recipients.

      

      

      	

            	(c)	
              Vesting Conditions

            


      

      

      Each Award of Stock Units may or may not be subject to vesting. Vesting shall occur, in full or in installments, upon satisfaction of the conditions specified in the Stock Unit Award Agreement. A
        Stock Unit Award Agreement may provide for accelerated vesting in the event of the Participant’s death, disability or retirement. The Committee may determine, at the time of granting Stock Units or thereafter, that all or part of such Stock Units
        shall become vested in the event that a Change in Control occurs with respect to the Company.

      

      

      
        
          


      

      	

            	(d)	
              Voting and Dividend Rights

            


      

      

      The holders of Stock Units shall have no voting rights. Prior to settlement or forfeiture, any Stock Unit awarded under the Plan may, at the Committee’s discretion, carry with it a right to
        dividend equivalents. Such right entitles the holder to be credited with an amount equal to all cash dividends paid on one Share while the Stock Unit is outstanding. Dividend equivalents may be converted into additional Stock Units. Settlement of
        dividend equivalents may be made in the form of cash, in the form of Shares, or in a combination of both. Prior to distribution, any dividend equivalents which are not paid shall be subject to the same conditions and restrictions (including without
        limitation, any forfeiture conditions) as the Stock Units to which they attach.

      

      

      	

            	(e)	
              Form and Time of Settlement of Stock Units

            


      

      

      Settlement of vested Stock Units may be made in the form of (a) cash, (b) Shares or (c) any combination of both, as determined by the Committee. The actual number of Stock Units eligible for
        settlement may be larger or smaller than the number included in the original Award, based on predetermined performance factors. Methods of converting Stock Units into cash may include (without limitation) a method based on the average Fair Market
        Value of Shares over a series of trading days. A Stock Unit Award Agreement may provide that vested Stock Units may be settled in a lump sum or in installments. A Stock Unit Award Agreement may provide that the distribution may occur or commence
        when all vesting conditions applicable to the Stock Units have been satisfied or have lapsed, or it may be deferred to any later date, subject to compliance with Section 409A of the Code. The amount of a deferred distribution may be increased by an
        interest factor or by dividend equivalents. Until an Award of Stock Units is settled, the number of such Stock Units shall be subject to adjustment pursuant to Section 11.

      

      

      	

            	(f)	
              Death of Participant

            


      

      

      Any Stock Unit Award that becomes payable after the Participant’s death shall be distributed to the Participant’s beneficiary or beneficiaries. Each recipient of a Stock Unit Award under the Plan
        shall designate one or more beneficiaries for this purpose by filing the prescribed form with the Company. A beneficiary designation may be changed by filing the prescribed form with the Company at any time before the Participant’s death. If no
        beneficiary was designated or if no designated beneficiary survives the Participant, then any Stock Units Award that becomes payable after the Participant’s death shall be distributed to the Participant’s estate.

      

      

      	

            	(g)	
              Creditors’ 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 Stock Unit Agreement.

      

      

      SECTION 11. ADJUSTMENT OF SHARES.

      

      

      	

            	(a)	
              Adjustments

            


      

      

      In the event of a subdivision of the outstanding Stock, a declaration of a dividend payable in Shares, a declaration of a dividend payable in a form other than Shares in an amount that has a
        material effect on the price of Shares, a combination or consolidation of the outstanding Stock (by reclassification or otherwise) into a lesser number of Shares, a recapitalization, a spin-off or a similar occurrence, the Committee shall make such
        adjustments as it, in its sole discretion, deems appropriate, in one or more of:

      

      

      (i) The number of Shares available for future Awards under Section 5;

      

      

      (ii) The limitations set forth in Sections 5(a), 5(b), 5(c), 5(d) and Section 18;

      

      

      	

            	(iii)	
              The number of Shares covered by each outstanding Award; or

            


      

      

      	

            	(iv)	
              The Exercise Price under each outstanding Award.

            


      

      

      	

            	(b)	
              Dissolution or Liquidation

            


      

      

      To the extent not previously exercised or settled, Options, SARs and Stock Units shall terminate immediately prior to the dissolution or liquidation of the Company.

      

      

      	

            	(c)	
              Reorganizations

            


      

      

      In the event that the Company is a party to a merger or other reorganization, outstanding Awards shall be subject to the agreement of merger or reorganization. Subject to compliance with Section
        409A of the Code, such agreement shall provide for:

      

      

      
        
          


      

      	

            	(i)	
              The continuation of the outstanding Awards by the Company, if the Company is a surviving corporation;

            


      

      

      	

            	(ii)	
              The assumption of the outstanding Awards by the surviving corporation or its parent or subsidiary;

            


      

      

      	

            	(iii)	
              The substitution by the surviving corporation or its parent or subsidiary of its own awards for the outstanding Awards;

            


      

      

      	

            	(iv)	
              Immediate vesting, exercisability and settlement of outstanding Awards followed by the cancellation of such Awards upon or immediately prior to the effectiveness of such transaction; or

            


      

      

      	

            	(v)	
              Settlement of the intrinsic value of the outstanding Awards (whether or not then vested or exercisable) in cash or cash equivalents or equity (including cash or equity subject to deferred vesting and delivery consistent with the vesting
                restrictions applicable to such Awards or the underlying Shares) followed by the cancellation of such Awards (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction the Committee determines in good faith
                that no amount would have been attained upon the exercise of such Award or realization of the Participant’s rights, then such Award may be terminated by the Company without payment); in each case without the Participant’s consent. Any
                acceleration of payment of an amount that is subject to section 409A of the Code will be delayed, if necessary, until the earliest time that such payment would be permissible under Section 409A without triggering any additional taxes
                applicable under Section 409A.

            


      

      

      The Company will have no obligation to treat all Awards, all Awards held by a Participant, or all Awards of the same type, similarly.

      

      

      	

            	(d)	
              Reservation of Rights

            


      

      

      Except as provided in this Section 11, a Participant shall have no rights by reason of any subdivision or consolidation of shares of stock of any class, the payment of any dividend or any other
        increase or decrease in the number of shares of stock of any class. Any issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall
        be made with respect to, the number or Exercise Price of Shares subject to an Award. The grant of an Award pursuant to the Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or
        changes of its capital or business structure, to merge or consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assets.

      

      

      SECTION 12. DEFERRAL OF AWARDS.

      

      

      	

            	(a)	
              Committee Powers

            


      

      

      Subject to compliance with Section 409A of the Code, the Committee (in its sole discretion) may permit or require a Participant to:

      

      

      	

            	(i)	
              Have cash that otherwise would be paid to such Participant as a result of the exercise of a SAR or the settlement of Stock Units credited to a deferred compensation account established for such Participant by the Committee as an entry on
                the Company’s books;

            


      

      

      
        	 	
                (ii)

              	
                Have Shares that otherwise would be delivered to such Participant as a result of the exercise of an Option or SAR converted into an equal number of Stock Units; or

              


      

      

      

      
        	 	
                (iii)

              	
                Have Shares that otherwise would be delivered to such Participant as a result of the exercise of an Option or SAR or the settlement of Stock Units converted into amounts credited to a deferred compensation
                  account established for such Participant by the Committee as an entry on the Company’s books. Such amounts shall be determined by reference to the Fair Market Value of such Shares as of the date when they otherwise would have been
                  delivered to such Participant.

              


      

      

      

      
        
          


      

      	

            	(b)	
              General Rules

            


      

      

      A deferred compensation account established under this Section 12 may be credited with interest or other forms of investment return, as determined by the Committee. A Participant for whom such an
        account is established shall have no rights other than those of a general creditor of the Company. Such an account shall represent an unfunded and unsecured obligation of the Company and shall be subject to the terms and conditions of the
        applicable agreement between such Participant and the Company. If the deferral or conversion of Awards is permitted or required, the Committee (in its sole discretion) may establish rules, procedures and forms pertaining to such Awards, including
        (without limitation) the settlement of deferred compensation accounts established under this Section 12.

      

      

      SECTION 13. AWARDS UNDER OTHER PLANS.

      

      

      The Company may grant awards under other plans or programs. Such awards may be settled in the form of Shares issued under this Plan. Such Shares shall be treated for all purposes under the Plan
        like Shares issued in settlement of Stock Units and shall, when issued, reduce the number of Shares available under Section 5.

      

      

      SECTION 14. PAYMENT OF DIRECTOR’S FEES IN SECURITIES.

      

      

      	

            	(a)	
              Effective Date

            


      

      

      No provision of this Section 14 shall be effective unless and until the Board has determined to implement such provision.

      

      

      	

            	(b)	
              Elections to Receive NSOs, SARs, Restricted Shares or Stock Units

            


      

      

      An Outside Director may elect to receive his or her annual retainer payments and/or meeting fees from the Company in the form of cash, NSOs, SARs, Restricted Shares or Stock Units, or a
        combination thereof, as determined by the Board. Alternatively, the Board may mandate payment in any of such alternative forms. Such NSOs, SARs, Restricted Shares and Stock Units shall be issued under the Plan. An election under this Section 14
        shall be filed with the Company on the prescribed form.

      

      

      	

            	(c)	
              Number and Terms of NSOs, SARs, Restricted Shares or Stock Units

            


      

      

      The number of NSOs, SARs, Restricted Shares or Stock Units to be granted to Outside Directors in lieu of annual retainers and meeting fees that would otherwise be paid in cash shall be calculated
        in a manner determined by the Board. The terms of such NSOs, SARs, Restricted Shares or Stock Units shall also be determined by the Board.

      

      

      SECTION 15. LEGAL AND REGULATORY REQUIREMENTS.

      

      

      Shares shall not be issued under the Plan unless the issuance and delivery of such Shares complies with (or is exempt from) all applicable requirements of law, including (without limitation) the
        Securities Act of 1933, as amended, the rules and regulations promulgated thereunder, state securities laws and regulations and the regulations of any stock exchange on which the Company’s securities may then be listed, and the Company has obtained
        the approval or favorable ruling from any governmental agency which the Company determines is necessary or advisable. The Company shall not be liable to a Participant or other persons as to: (a) the non-issuance or sale of Shares as to which the
        Company has not obtained from any regulatory body having jurisdiction the authority deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares under the Plan; and (b) any tax consequences expected, but not
        realized, by any Participant or other person due to the receipt, exercise or settlement of any Award granted under the Plan.

      

      

      SECTION 16. TAXES.

      

      

      	

            	(a)	
              Withholding Taxes

            


      

      

      To the extent required by applicable federal, state, local or foreign law, a Participant or his or her successor shall make arrangements satisfactory to the Company for the satisfaction of any
        withholding tax obligations that arise in connection with the Plan. The Company shall not be required to issue any Shares or make any cash payment under the Plan until such obligations are satisfied.

      

      

      	

            	(b)	
              Share Withholding

            


      

      

      The Committee may permit a Participant to satisfy all or part of his or her withholding or income tax obligations by having the Company withhold all or a portion of any Shares that otherwise
        would be issued to him or her or by surrendering all or a portion of any Shares that he or she previously acquired. Such Shares shall be valued at their Fair Market Value on the date when taxes otherwise would be withheld in cash. In no event may a
        Participant have Shares withheld that would otherwise be issued to him or her in excess of the number necessary to satisfy the minimum legally required tax withholding.

      

      

      
        
          


      

      	

            	(c)	
              Section 409A

            


      

      

      Each Award that provides for “nonqualified deferred compensation” within the meaning of Section 409A of the Code shall be subject to such additional rules and requirements as specified by the
        Committee from time to time in order to comply with Section 409A. If any amount under such an Award is payable upon a “separation from service” (within the meaning of Section 409A) to a Participant 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 Participant’s separation from service, or (ii) the Participant’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. In addition, the settlement of any such Award may not be accelerated except to the extent permitted by
        Section 409A.

      

      

      SECTION 17. TRANSFERABILITY.

      

      

      Unless the agreement evidencing an Award (or an amendment thereto authorized by the Committee) expressly provides otherwise, no Award granted under this Plan, nor any interest in such Award, may be
        sold, assigned, conveyed, gifted, pledged, hypothecated or otherwise transferred in any manner (prior to the vesting and lapse of any and all restrictions applicable to Shares issued under such Award), other than by will or the laws of descent and
        distribution; provided, however, that an ISO may be transferred or assigned only to the extent consistent with Section 422 of the Code. Any purported assignment, transfer or encumbrance in violation of this Section 17(a) shall be void and
        unenforceable against the Company.

      

      

      SECTION 18. PERFORMANCE BASED AWARDS

      

      

      The number of Shares or the amount of cash or other benefits granted, issued, retainable and/or vested under an Award may be made subject to the attainment of performance goals. The Committee may
        utilize any performance criteria selected by it in its sole discretion to establish performance goals; provided, however, that in the case of any Performance Based Award, the following conditions shall apply:

      

      

      	

            	(i)	
              The amount potentially available under a Performance Based Award shall be subject to the attainment of pre-established, objective performance goals relating to a specified period of service based on one or more of the following
                performance criteria: (a) cash flow, (b) earnings per share, (c) earnings before interest, taxes and amortization, (d) return on equity, (e) total stockholder return, (f) share price performance, (g) return on capital, (h) return on assets
                or net assets, (i) revenue, (j) income or net income, (k) operating income or net operating income, (l) operating profit or net operating profit, (m) operating margin or profit margin, (n) return on operating revenue, (o) return on invested
                capital, (p) market segment shares, (q) costs, (r) expenses, (s) regulatory body approval, or (t) implementation or completion of critical projects or contracts (“Qualifying Performance Criteria”), any of which may be measured either
                individually, alternatively or in any combination, applied to either the Company as a whole or to a business unit or Subsidiary, either individually, alternatively or in any combination, and measured either annually or cumulatively over a
                period of years, on an absolute basis or relative to a pre-established target, to previous years’ results or to a designated comparison group or index, in each case as specified by the Committee in the Award;

            


      

      

      	

            	(ii)	
              Unless specified otherwise by the Committee at the time the performance goals are established or otherwise within the time prescribed by Section 162(m) of the Code, the Committee shall appropriately adjust the method of evaluating
                performance under a Qualifying Performance Criteria for a performance period as follows: (i) to exclude asset write-downs, (ii) to exclude litigation or claim judgments or settlements, (iii) to exclude the effect of changes in tax law,
                accounting principles or other such laws or provisions affecting reported results, (iv) to exclude accruals for reorganization and restructuring programs, (v) to exclude any extraordinary nonrecurring items as determined under generally
                accepted accounting principles and/or described in managements’ discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to stockholders for the applicable year, (vi) to exclude the
                dilutive effects of acquisitions or joint ventures, (vii) to assume that any business divested by the Company achieved performance objectives at targeted levels during the balance of a performance period following such divestiture, (viii)
                to exclude the effect of any change in the outstanding shares of common stock of the Company by reason of any stock dividend or split, stock repurchase, reorganization, recapitalization, merger, consolidation, spin-off, combination or
                exchange of shares or other similar corporate change, or any distributions to common stockholders other than regular cash dividends, (ix) to exclude the effects of stock-based compensation and the award of bonuses under the Company’s bonus
                plans; and (x) to exclude costs incurred in connection with potential acquisitions or divestitures that are required to be expensed under generally accepted accounting principles, in each case in compliance with Section 162(m);

            


      

      

      	

            	(iii)	
              The Committee shall establish the applicable performance goals in writing and an objective method for determining the Award earned by a Participant if the goals are attained, while the outcome is substantially uncertain and not later
                than the 90th day of the performance period (but in no event after 25% of the period of service with respect to which the performance goals relate has elapsed), and shall determine and certify in writing, for each Participant, the extent to
                which the performance goals have been met prior to payment or vesting of the Award;

            


      

      

      
        
          


      

      

      

      	

            	(iv)	
              The Committee may not in any event increase the amount of compensation payable under the Plan upon the attainment of the pre-established performance goals to a Participant who is a “covered employee” within the meaning of Section 162(m)
                of the Code; and

            


      

      

      	

            	(v)	
              The maximum aggregate number of Shares that may be subject to Performance Based Awards granted to a Participant in any calendar year is fifty thousand (50,000) (subject to adjustment under Sections 5(d) and 11), and the maximum aggregate
                amount of cash that may be payable to a Participant under Performance Based Awards in any calendar year is $100,000.

            


      

      

      SECTION 19. NO EMPLOYMENT RIGHTS.

      

      

      No provision of the Plan, nor any Award granted under the Plan, shall be construed to give any person any right to become, to be treated as, or to remain an Employee or Consultant. The Company and
        its Subsidiaries reserve the right to terminate any person’s Service at any time and for any reason, with or without notice.

      

      

      SECTION 20. DURATION AND AMENDMENTS.

      

      

      	

            	(a)	
              Term of the Plan

            


      

      

      The Plan, as set forth herein, shall terminate automatically on March 15, 2026 and may be terminated on any earlier date pursuant to Subsection (b) below.

      

      

      	

            	(b)	
              Right to Amend or Terminate the Plan

            


      

      

      The Board of Directors may amend or terminate the Plan at any time and from time to time. Rights and obligations under any Award granted before amendment of the Plan shall not be materially
        impaired by such amendment, except with consent of the Participant. An amendment of the Plan shall be subject to the approval of the Company’s stockholders only to the extent required by applicable laws, regulations or rules.

      

      

      	

            	(c)	
              Effect of Termination

            


      

      

      No Awards shall be granted under the Plan after the termination thereof. The termination of the Plan shall not affect Awards previously granted under the Plan.

      

      

      
        
          


      

      SECTION 21. EXECUTION.

      

      

      To record the adoption of the Plan by the Board of Directors, the Company has caused its authorized officer to execute the same.

      

      

      	
              First Northern Community Bancorp

            
	 
	
              By

            	
              

            
	
              Name

            	
              Louise A. Walker

            
	
              Title

            	
              President and Chief Executive Officer