lowell_ex10-10





  Exhibit 10.10











 



INDUS HOLDING COMPANY

 



2016 STOCK INCENTIVE PLAN

 


 


1. ESTABLISHMENT,
EFFECTIVE DATE AND TERM

 


Indus
Holding Company, a Delaware corporation (“Indus”),
hereby establishes the Indus Holding Company 2016 Stock Incentive
Plan. The Effective Date of the Plan shall be the later of: (i) the
date the Plan was approved by the Board, and (ii) the date the Plan
was approved by stockholders of Indus in accordance with the laws
of the State of Delaware. Unless earlier terminated pursuant to
Section 13(k) hereof, the Plan shall terminate on the tenth
anniversary of the Effective Date. Capitalized terms used herein
are defined in Annex A attached hereto.

 


2. PURPOSE

 


The
purpose of the Plan is to enable the Company to attract, retain,
reward and motivate Eligible Individuals by providing them with an
opportunity to acquire or increase a proprietary interest in Indus
and to incentivize them to expend maximum effort for the growth and
success of the Company, so as to strengthen the mutuality of the
interests between the Eligible Individuals and the stockholders of
Indus.

 


3. ELIGIBILITY

 


Awards
may be granted under the Plan to any Eligible Individual, as
determined by the Committee from time to time, on the basis of
their importance to the business of the Company, pursuant to the
terms of the Plan.

 


4. ADMINISTRATION

 


(a) Committee.
The Plan shall be administered by the Committee, which shall have
the full power and authority to take all actions, and to make all
determinations not inconsistent with the specific terms and
provisions of the Plan and deemed by the Committee to be necessary
or appropriate to the administration of the Plan, any Award granted
or any Award Agreement entered into hereunder. The Committee may
correct any defect or supply any omission or reconcile any
inconsistency in the Plan or in any Award Agreement in the manner
and to the extent it shall deem expedient to carry the Plan into
effect as it may determine in its sole discretion. The Committee
may accelerate the vesting of any Award. The decisions by the
Committee shall be final, conclusive and binding with respect to
the interpretation and administration of the Plan, any Award or any
Award Agreement entered into under the Plan.

 


(b) Delegation
to Officers or Employees. The Committee may
designate officers or employees of the Company to assist the
Committee in the administration of the Plan. The Committee may
delegate authority to officers or employees of the Company to grant
Awards and execute Award Agreements or other documents on behalf of
the Committee in connection with the administration of the Plan,
subject to whatever limitations or restrictions the Committee may
impose and in accordance with applicable law.

 


 




 

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(c) Designation
of Advisors. The Committee may
designate professional advisors to assist the Committee in the
administration of the Plan. The Committee may employ such legal
counsel, consultants, and agents as it may deem desirable for the
administration of the Plan and may rely upon any advice and any
computation received from any such counsel, consultant, or agent.
The Company shall pay all expenses and costs incurred by the
Committee for the engagement of any such counsel, consultant, or
agent.

 


(d) Participants
Outside the U.S. In order to
conform with the provisions of local laws and regulations of
foreign countries which may affect the Awards or the Participants,
the Committee shall have the sole discretion to (i) modify the
terms and conditions of the Awards granted under the Plan to
Eligible Individuals located outside the United States; (ii)
establish subplans with such modifications as may be necessary or
advisable under the circumstances present by local laws and
regulations; and (iii) take any action which it deems advisable to
comply with or otherwise reflect any necessary governmental
regulatory procedures, or to obtain any exemptions or approvals
necessary with respect to the Plan or any subplan established
hereunder.



 


(e) Liability
and Indemnification. No Covered
Individual shall be liable for any action or determination made in
good faith with respect to the Plan, any Award granted hereunder or
any Award Agreement entered into hereunder. The Company shall, to
the maximum extent permitted by applicable law and the Certificate
of Incorporation and Bylaws of Indus, indemnify and hold harmless
each Covered Individual against any cost or expense (including
reasonable attorney fees reasonably acceptable to the Company) or
liability (including any amount paid in settlement of a claim with
the approval of the Company), and amounts advanced to such Covered
Individual necessary to pay the foregoing at the earliest time and
to the fullest extent permitted, arising out of any act or omission
to act in connection with the Plan, any Award granted hereunder or
any Award Agreement entered into hereunder. Such indemnification
shall be in addition to any rights of indemnification such
individuals may have under other agreements, applicable law or
under the Certificate of Incorporation or Bylaws of Indus.
Notwithstanding anything else herein, this indemnification will not
apply to the actions or determinations made by a Covered Individual
with regard to Awards granted to such Covered Individual under the
Plan or arising out of such Covered Individual’s own fraud or
bad faith.

 


5. SHARES
OF COMMON STOCK SUBJECT TO PLAN

 


(a) Shares
Available for Awards. The Common Stock
that may be issued pursuant to Awards granted under the Plan shall
be treasury shares or authorized but unissued shares of the Common
Stock. The total number of shares of Common Stock that may be
issued pursuant to Awards granted under the Plan shall be 1,428,000
shares, less the number of shares of Common Stock subject to grants
of Incentive Stock Options under the Plan.

 


(b) Limitations
on Incentive Stock Options. With respect to
the shares of Common Stock issuable pursuant to this Section, a
maximum of 1,428,000 of such shares, less the number of shares of
Common Stock issued pusuant to other Awards granted under the Plan,
may be subject to grants of Incentive Stock Options.

 


 




 

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(c) Reduction
of Shares Available for Awards. Upon the granting
of an Award, the number of shares of Common Stock available for
issuance under this Section for the granting of further Awards
shall be reduced as follows:

 


(i) In connection with
the granting of an Option, the number of shares of Common Stock
shall be reduced by the number of shares of Common Stock subject to
the Option;

 


(ii) In
connection with the granting of an Award that is settled in Common
Stock, the number of shares of Common Stock shall be reduced by the
number of shares of Common Stock subject to the Award;
and

 


(iii) Awards
settled in cash or property other than Common Stock shall not count
against the total number of shares of Common Stock available to be
granted pursuant to the Plan.

 


(d) Cancelled,
Forfeited, or Surrendered Awards. Notwithstanding
anything to the contrary in this Plan, if any award under this Plan
is cancelled, forfeited or terminated for any reason prior to
exercise, delivery or becoming vested in full, the shares of Common
Stock that were subject to such Award shall, to the extent
cancelled, forfeited or terminated, immediately become available
for future Awards granted under this Plan; provided, however, that
any shares of Common Stock subject to an Award which is cancelled,
forfeited or terminated in order to pay the exercise price of a
stock option, purchase price or any taxes or tax withholdings on an
Award shall not be available for future Awards granted under this
Plan.

 


(e) Recapitalization.
If the outstanding shares of Common Stock are increased or
decreased or changed into or exchanged for a different number or
kind of shares or other securities by reason of any
recapitalization, reclassification, reorganization, stock split,
reverse split, combination of shares, exchange of shares, stock
dividend or other distribution payable in capital stock of Indus or
other increase or decrease in such shares effected without receipt
of consideration by Indus occurring after the Effective Date, an
appropriate and proportionate adjustment shall be made by the
Committee to: (i) the aggregate number and kind of shares of Common
Stock available under the Plan (including, but not limited to, the
limits of the number of shares of Common Stock described in Section
5(b)), (ii) the calculation of the reduction of shares of Common
Stock available under the Plan, (iii) the number and kind of shares
of Common Stock issuable pursuant to outstanding Awards granted
under the Plan and/or (iv) the Exercise Price of outstanding
Options granted under the Plan. No fractional shares of Common
Stock or units or other securities shall be issued pursuant to any
such adjustment under this Section 5(e), and any fractions
resulting from any such adjustment shall be eliminated in each case
by rounding downward to the nearest whole share or unit. Any
adjustments made under this Section 5(e) with respect to any
Incentive Stock Options must be made in accordance with Code
Section 424.

 


6. OPTIONS

 


(a) Grant
of Options. Subject to the
terms and conditions of the Plan, the Committee may grant to such
Eligible Individuals as the Committee may determine, Options to
purchase such number of shares of Common Stock and on such terms
and conditions as the Committee shall determine in its sole and
absolute discretion. Each grant of an Option shall satisfy the
requirements set forth in this Section.

 


 




 

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(b) Type
of Options. Each Option
granted under the Plan may be designated by the Committee, in its
sole discretion, as either (i) an Incentive Stock Option, or (ii) a
Non-Qualified Stock Option. Options designated as Incentive Stock
Options that fail to continue to meet the requirements of Code
Section 422 shall be re-designated as Non-Qualified Stock Options
automatically on the date of such failure to continue to meet such
requirements without further action by the Committee. In the
absence of any designation, Options granted under the Plan will be
deemed to be Non-Qualified Stock Options.

 


(c) Exercise
Price. Subject to the
limitations set forth in the Plan relating to Incentive Stock
Options, the Exercise Price of an Option shall be fixed by the
Committee and stated in the respective Award Agreement, provided
that the Exercise Price of the shares of Common Stock subject to
such Option may not be less than Fair Market Value of such Common
Stock on the Grant Date, or if greater, the par value of the Common
Stock.

 


(d) Limitation
on Option Period. Subject to the
limitations set forth in the Plan relating to Incentive Stock
Options, Options granted under the Plan and all rights to purchase
Common Stock thereunder shall terminate no later than the tenth
anniversary of the Grant Date of such Options, or on such earlier
date as may be stated in the Award Agreement relating to such
Option. In the case of Options expiring prior to the tenth
anniversary of the Grant Date, the Committee may in its discretion,
at any time prior to the expiration or termination of said Options,
extend the term of any such Options for such additional period as
it may determine, but in no event beyond the tenth anniversary of
the Grant Date thereof.

 


(e) Limitations
on Incentive Stock Options. Notwithstanding
any other provisions of the Plan, the following provisions shall
apply with respect to Incentive Stock Options granted pursuant to
the Plan.

 


(i) Limitation
on Grants. Incentive Stock
Options may only be granted to Section 424 Employees. The aggregate
Fair Market Value (determined at the time such Incentive Stock
Option is granted) of the shares of Common Stock for which any
individual may have Incentive Stock Options which first become
vested and exercisable in any calendar year (under all incentive
stock option plans of the Company) shall not exceed $100,000.
Options granted to such individual in excess of the $100,000
limitation, and any Options issued subsequently which first become
vested and exercisable in the same calendar year, shall
automatically be treated as Non-Qualified Stock
Options.

 


(ii) Minimum
Exercise Price. In no event may
the Exercise Price of a share of Common Stock subject an Incentive
Stock Option be less than 100% of the Fair Market Value of such
share of Common Stock on the Grant Date.

 


(iii) Ten
Percent Stockholder. Notwithstanding
any other provision of the Plan to the contrary, in the case of
Incentive Stock Options granted to a Section 424 Employee who, at
the time the Option is granted, owns (after application of the
rules set forth in Code Section 424(d)) stock possessing more than
ten percent of the total combined voting power of all classes of
stock of Indus, such Incentive Stock Options (i) must have an
Exercise Price per share of Common Stock that is at least 110% of
the Fair Market Value as of the Grant Date of a share of Common
Stock, and (ii) must not be exercisable after the fifth anniversary
of the Grant Date.

 


 




 

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(f) Vesting
Schedule and Conditions. No Options may be
exercised prior to the satisfaction of the conditions and vesting
schedule provided for in the Plan and in the Award Agreement
relating thereto. Unless otherwise provided in the Award Agreement,
25% of the Options shall on each anniversary of the Grant Date, and
there shall be no proportionate or partial vesting in the periods
between the vesting dates and all vesting shall occur only on the
aforementioned vesting dates.

 


(g) Exercise.
When the conditions to the exercise of an Option have been
satisfied, the Participant may exercise the Option only in
accordance with the following provisions. The Participant shall
deliver to Indus a written notice stating that the Participant is
exercising the Option and specifying the number of shares of Common
Stock which are to be purchased pursuant to the Option, and such
notice shall be accompanied by payment in full of the Exercise
Price of the shares for which the Option is being exercised, by one
or more of the methods provided for in the Plan. An attempt to
exercise any Option granted hereunder other than as set forth in
the Plan shall be invalid and of no force and effect.

 


(h) Payment.
Payment of the Exercise Price for the shares of Common Stock
purchased pursuant to the exercise of an Option shall be made by
one of the following methods:

 


(i) by cash, certified
or cashier’s check, bank draft or money order;
or

 


(ii) by
any other method which the Committee, in its sole and absolute
discretion and to the extent permitted by applicable law, may
permit.

 


(i) Termination
of Employment. Unless otherwise
provided in an Award Agreement, upon the termination of the
employment or other service of a Participant with Company for any
reason, all of the Participant’s outstanding Options (whether
vested or unvested) shall be subject to the rules of this
paragraph. Upon such termination, the Participant’s unvested
Options shall expire. Notwithstanding anything in this Plan to the
contrary, the Committee may provide, in its sole and absolute
discretion, that following the termination of employment or other
service of a Participant with the Company for any reason (i) any
unvested Options held by the Participant shall vest in whole or in
part, at any time subsequent to such termination of employment or
other service, and/or (ii) a Participant or the Participant’s
estate, devisee or heir at law (whichever is applicable), may
exercise an Option, in whole or in part, at any time subsequent to
such termination of employment or other service and prior to the
termination of the Option pursuant to its terms that are unrelated
to termination of service. Unless otherwise determined by the
Committee, temporary absence from employment or other service
because of illness, vacation, approved leaves of absence or
military service shall not constitute a termination of employment
or other service.

 


(i) Termination
for Reason Other Than Cause or Death. If a
Participant’s termination of employment or other service is
for any reason other than death, Disability, Cause or a voluntary
termination within ninety (90) days after occurrence of an event
which would be grounds for termination of employment or other
service by the Company for Cause, any Option held by such
Participant may be exercised, to the extent exercisable at
termination, by the Participant at any time within a period not to
exceed ninety (90) days from the date of such termination, but in
no event after the termination of the Option pursuant to its terms
that are unrelated to termination of service.

 


 




 

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(ii) Death.
If a Participant dies while in the employment or other service of
the Company, any Option held by such Participant may be exercised,
to the extent exercisable at termination, by the
Participant’s estate or the devisee named in the
Participant’s valid last will and testament or the
Participant’s heir at law who inherits the Option, at any
time within a period not to exceed one hundred eighty (180) days
after the date of such Participant’s death, but in no event
after the termination of the Option pursuant to its terms that are
unrelated to termination of service.

 


(iii) Termination
for Cause. In the event the
termination is for Cause or is a voluntary termination within
ninety (90) days after occurrence of an event which would be
grounds for termination of employment or other service by the
Company for Cause (without regard to any notice or cure period
requirement), any Option held by the Participant at the time of
such termination shall be deemed to have terminated and expired
upon the date of such termination.

 


7. RESTRICTED
STOCK

 


(a) Grant
of Restricted Stock. Subject to the
terms and conditions of the Plan, the Committee may grant to such
Eligible Individuals as the Committee may determine, Restricted
Stock, in such amounts and on such terms and conditions as the
Committee shall determine in its sole and absolute discretion. Each
grant of Restricted Stock shall satisfy the requirements as set
forth in this Section.

 


(b) Restrictions.
The Committee shall impose such restrictions on any Restricted
Stock granted pursuant to the Plan as it may deem
advisable.

 


(c) Certificates
and Certificate Legend. With respect to a
grant of Restricted Stock, the Company may issue a certificate
evidencing such Restricted Stock to the Participant or issue and
hold such shares of Restricted Stock for the benefit of the
Participant until the applicable restrictions expire. The Company
may legend the certificate representing Restricted Stock to give
appropriate notice of such restrictions and include any legends
required by the Shareholders Agreement. In addition to any such
legends, each certificate representing shares of Restricted Stock
granted pursuant to the Plan shall bear substantially the following
legends or other legends deemed appropriate by the Company to the
following effect::

 

 


“SHARES OF
STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR UNDER ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE
TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND UNDER
APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL
REASONABLY ACCEPTABLE TO THE ISSUER THAT SUCH REGISTRATION IS NOT
REQUIRED UNDER THE SECURITIES ACT AND THE RULES AND REGULATIONS
PROMULGATED THEREUNDER OR UNDER APPLICABLE STATE SECURITIES
LAWS.”

 

 


“SHARES OF
STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TERMS,
CONDITIONS, AND RESTRICTIONS ON TRANSFER AS SET FORTH IN INDUS
HOLDING COMPANY 2016 STOCK INCENTIVE PLAN (THE “PLAN”),
AND IN AN AGREEMENT ENTERED INTO BY AND BETWEEN THE REGISTERED
OWNER OF SUCH SHARES AND INDUS HOLDING COMPANY. (THE
“COMPANY”), DATED ___, 20__ (THE “AWARD
AGREEMENT”). A COPY OF THE PLAN AND THE AWARD AGREEMENT MAY
BE OBTAINED FROM THE SECRETARY OF THE COMPANY.”

 


 




 

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“THE SHARES
REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF FIRST
REFUSAL OPTION IN FAVOR OF THE CORPORATION AND/OR ITS ASSIGNEE(S),
AS PROVIDED IN THE BYLAWS OF THE CORPORATION.”

 

 


“THE SHARES
REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED WITHOUT THE
CONSENT OF THE CORPORATION, AS PROVIDED IN THE BYLAWS OF THE
CORPORATION.”

 


(d) Removal
of Restrictions. Except as
otherwise provided in the Plan and applicable law, shares of
Restricted Stock shall become freely transferable by the
Participant upon the lapse of the applicable restrictions. Once the
shares of Restricted Stock are released from the restrictions, the
Participant shall be entitled to have the second paragraph of the
legend set forth in paragraph (c) above removed from the share
certificate evidencing such Restricted Stock and the Company shall
pay or distribute to the Participant all dividends and
distributions held in escrow by the Company with respect to such
Restricted Stock, if any.

 


(e) Stockholder
Rights. Unless otherwise
provided in an Award Agreement, until the expiration of all
applicable restrictions, (i) the Restricted Stock shall be treated
as outstanding, (ii) the Participant holding shares of Restricted
Stock may exercise full voting rights with respect to such shares,
and (iii) the Participant holding shares of Restricted Stock shall
be entitled to receive all dividends and other distributions paid
with respect to such shares while they are so held. If any such
dividends or distributions are paid in shares of Common Stock, such
shares shall be subject to the same restrictions on transferability
and forfeitability as the shares of Restricted Stock with respect
to which they were paid. Notwithstanding anything to the contrary,
at the discretion of the Committee, all such dividends and
distributions may be held in escrow by the Company (subject to the
same restrictions on transfer and forfeitability) until all
restrictions on the respective Restricted Stock have
lapsed.

 


(f) Termination
of Employment. Unless otherwise
provided in an Award Agreement, if a Participant’s employment
or other service with the Company terminates for any reason, all
unvested shares of Restricted Stock held by the Participant and any
dividends or distributions held in escrow by the Company with
respect to such Restricted Stock shall be forfeited immediately and
returned to the Company. Notwithstanding anything in this Plan to
the contrary, the Committee may provide, in its sole and absolute
discretion, that following the termination of employment or other
service of a Participant with the Company for any reason, any
unvested shares of Restricted Stock held by the Participant that
vest solely upon a future service requirement shall vest in whole
or in part, at any time subsequent to such termination of
employment or other service.

 


8. RESTRICTED
STOCK UNITS

 


(a) Grant
of Restricted Stock Units. Subject to the
terms and conditions of the Plan, the Committee may grant to such
Eligible Individuals as the Committee may determine, Restricted
Stock Units, in such amounts and on such terms and conditions as
the Committee shall determine in its sole and absolute discretion.
Each grant of Restricted Stock Units shall satisfy the requirements
as set forth in this Section.

 


 




 

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(b) Terms
and Conditions of Restricted Stock Units. The applicable
Award Agreement shall set forth (i) the number of Restricted Stock
Units; (ii) any vesting conditions with respect to the Restricted
Stock Units; (iii) timing of distributions with respect to
Restricted Stock Units; and (iv) any other terms and conditions as
the Committee determines in its sole and absolute discretion.
Unless otherwise provided in an Award Agreement, a holder of
Restricted Stock Units is not entitled to the rights of a holder of
Common Stock.

 


(c) Termination
of Employment.

 


(i) Unless otherwise
provided in an Award Agreement, if a Participant’s employment
and other service with the Company terminates for any reason, all
of the Participant’s outstanding Restricted Stock Units that
have not vested as of the date of such termination shall expire
upon such termination and the Participant shall have no further
rights pursuant to such Restricted Stock Units. Notwithstanding
anything in this Plan to the contrary, the Committee may provide,
in its sole and absolute discretion, that following the termination
of employment or other service of a Participant with the Company
for any reason, any unvested Restricted Stock Units held by the
Participant that vest solely upon a future service requirement
shall vest in whole or in part, at any time subsequent to such
termination of employment or other service.

 


(ii) Unless
otherwise provided in an Award Agreement, if a Participant’s
employment and other service with the Company terminates for Cause
or due to a voluntary termination within ninety (90) days after
occurrence of an event which would be grounds for termination of
employment or other service by the Company for Cause (without
regard to any notice or cure period requirement), all of the
Participant’s outstanding Restricted Stock Units shall expire
upon such termination and the Participant shall have no further
rights pursuant to such Restricted Stock Units.

 


9. OTHER
AWARDS

 


Awards
of shares of Common Stock, stock appreciation rights, phantom stock
and other Awards that are valued in whole or in part by reference
to, or otherwise based on, Common Stock, may also be made, from
time to time, to Eligible Individuals as may be selected by the
Committee. Such Common Stock may be issued in satisfaction of
Awards granted under any other plan sponsored by the Company or
compensation payable to an Eligible Individual. In addition, such
Awards may be made alone or in addition to or in connection with
any other Award granted hereunder. The Committee may determine the
terms and conditions of any such Award. Each such Award shall be
evidenced by an Award Agreement between the Eligible Individual and
the Company which shall specify the number of shares of Common
Stock subject to the Award, any consideration therefore, any
vesting or performance requirements and such other terms and
conditions as the Committee shall determine in its sole and
absolute discretion.

 


 




 

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10. CHANGE
IN CONTROL, RIGHT OF REPURCHASE

 


(a) Change
in Control. Upon the
occurrence of a Change in Control, the Committee may in its sole
and absolute discretion, provide on a case by case basis that (i)
that all unvested Awards, and all vested Awards that are required
to be exercised to realize the full benefit thereof that have not
been exercised, shall terminate, provided that Participants shall
have the right, immediately prior to the occurrence of such Change
in Control and during such reasonable period as the Committee in
its sole discretion shall determine and designate, to exercise any
such vested Award, (ii) that all unvested Awards, and all vested
Awards that are required to be exercised to realize the full
benefit thereof that have not been exercised, shall terminate,
provided that Participants shall be entitled to a cash payment
equal to the Change in Control Price with respect to shares subject
to the vested portion of the Award net of the Exercise Price
thereof, if applicable, (iii) provide that, in connection with a
liquidation or dissolution of Indus, Awards that are required to be
exercised to realize the full benefit thereof that have not been
exercised, to the extent vested, shall convert into the right to
receive liquidation proceeds net of the Exercise Price (if
applicable), (iv) accelerate the vesting of Awards and (v) any
combination of the foregoing. In the event that the Committee does
not terminate or convert an unvested Award, or a vested Award that
is required to be exercised to realize the full benefit thereof
that has not been exercised, upon a Change in Control of Indus,
then the Award shall be assumed, or substantially equivalent Awards
shall be substituted, by the acquiring, or succeeding corporation
(or an affiliate thereof).

 


(b) Indus's
Right to Purchase Award Stock. Unless otherwise
provided in an Award Agreement, Indus shall have the right to
repurchase the Award Stock issued with respect to any Participant,
following such Participant's termination of employment and service
with the Company for any reason. The price for repurchasing the
Award Stock shall be equal to the Fair Market Value of the Common
Stock, as determined on the day of such termination. Should Indus
fail to exercise such repurchase right within One Hundred and
Eighty (180) days following the later of (i) the date of such
Participant's termination of employment or service; or (ii) the
date Award Stock is issued to the Participant, Indus shall be
deemed to have waived such right.

 


11. CHANGE
IN STATUS OF PARENT OR SUBSIDIARY

 


Unless
otherwise provided in an Award Agreement or otherwise determined by
the Committee, in the event that an entity or business unit which
was previously a part of the Company is no longer a part of the
Company, as determined by the Committee in its sole discretion, the
Committee may, in its sole and absolute discretion: (i) provide on
a case by case basis that some or all outstanding Awards held by a
Participant employed by or performing service for such entity or
business unit may become immediately exercisable or vested, without
regard to any limitation imposed pursuant to this Plan; (ii)
provide on a case by case basis that some or all outstanding Awards
held by a Participant employed by or performing service for such
entity or business unit may remain outstanding, may continue to
vest, and/or may remain exercisable for a period not exceeding one
(1) year, subject to the terms of the Award Agreement and this
Plan; and/or (iii) treat the employment or other services of a
Participant performing services for such entity or business unit as
terminated if such Participant is not employed by Indus or any
entity that is a part of the Company immediately after such
event.

 


 




 

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12. REQUIREMENTS
OF LAW

 


(a) Violations
of Law. The Company shall
not be required to make any payments, sell or issue any shares of
Common Stock under any Award if the sale or issuance of such shares
would constitute a violation by the individual exercising the
Award, the Participant or the Company of any provisions of any law
or regulation of any governmental authority, including without
limitation any provisions of the Sarbanes-Oxley Act, and any other
federal or state securities laws or regulations. Any determination
in this connection by the Committee shall be final, binding, and
conclusive. The Company shall not be obligated to take any
affirmative action in order to cause the exercise of an Award, the
issuance of shares pursuant thereto or the grant of an Award to
comply with any law or regulation of any governmental
authority.

 


(b) Registration.
At the time of any exercise or receipt of any Award, the Company
may, if it shall determine it necessary or desirable for any
reason, require the Participant (or Participant’s heirs,
legatees or legal representative, as the case may be), as a
condition to the exercise or grant thereof, to deliver to the
Company a written representation of present intention to hold the
shares for their own account as an investment and not with a view
to, or for sale in connection with, the distribution of such
shares, except in compliance with applicable federal and state
securities laws with respect thereto. In the event such
representation is required to be delivered, an appropriate legend
may be placed upon each certificate delivered to the Participant
(or Participant’s heirs, legatees or legal representative, as
the case may be) upon the Participant’s exercise of part or
all of the Award or receipt of an Award and a stop transfer order
may be placed with the transfer agent. Each Award shall also be
subject to the requirement that, if at any time the Company
determines, in its discretion, that the listing, registration or
qualification of the shares subject to the Award upon any
securities exchange or under any state or federal law, or the
consent or approval of any governmental regulatory body, is
necessary or desirable as a condition of or in connection with, the
issuance or purchase of the shares thereunder, the Award may not be
exercised in whole or in part and the restrictions on an Award may
not be removed unless such listing, registration, qualification,
consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Company in its sole
discretion. The Participant shall provide the Company with any
certificates, representations and information that the Company
requests and shall otherwise cooperate with the Company in
obtaining any listing, registration, qualification, consent or
approval that the Company deems necessary or appropriate. The
Company shall not be obligated to take any affirmative action in
order to cause the exercisability or vesting of an Award, to cause
the exercise of an Award or the issuance of shares pursuant
thereto, or to cause the grant of Award to comply with any law or
regulation of any governmental authority.

 


(c) Withholding.
The Committee may make such provisions and take such steps as it
may deem necessary or appropriate for the withholding of any taxes
that the Company is required by any law or regulation of any
governmental authority, whether federal, state or local, domestic
or foreign, to withhold in connection with the grant or exercise of
an Award, or the removal of restrictions on an Award including, but
not limited to: (i) the withholding of delivery of shares of Common
Stock until the holder reimburses the Company for the amount the
Company is required to withhold with respect to such taxes; (ii)
the canceling of any number of shares of Common Stock issuable in
an amount sufficient to reimburse the Company for the amount it is
required to so withhold; (iii) withholding the amount due from any
such person’s wages or compensation due to such person; or
(iv) requiring the Participant to pay the Company cash in the
amount the Company is required to withhold with respect to such
taxes.

 


 




 

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(d) Governing
Law. The Plan shall be
governed by, and construed and enforced in accordance with, the
laws of the State of Delaware.

 


13. GENERAL
PROVISIONS

 


(a) Award
Agreements. All Awards
granted pursuant to the Plan shall be evidenced by an Award
Agreement. Each Award Agreement shall specify the terms and
conditions of the Award granted and shall contain any additional
provisions as the Committee shall deem appropriate, in its sole and
absolute discretion (including, to the extent that the Committee
deems appropriate, provisions relating to confidentiality,
non-competition, non-solicitation and similar matters). The terms
of each Award Agreement need not be identical for Eligible
Individuals provided that each Award Agreement shall comply with
the terms of the Plan.

 


(b) Purchase
Price. To the extent the
purchase price of any Award granted hereunder is less than par
value of a share of Common Stock and such purchase price is not
permitted by applicable law, the per share purchase price shall be
deemed to be equal to the par value of a share of Common
Stock.

 


(c) Dividends
and Dividend Equivalents. Except as set
forth in the Plan, an Award Agreement or provided by the Committee
in its sole and absolute discretion, a Participant shall not be
entitled to receive, currently or on a deferred basis, cash or
stock dividends, Dividend Equivalents, or cash payments in amounts
equivalent to cash or stock dividends on shares of Commons Stock
covered by an Award. The Committee in its absolute and sole
discretion may credit a Participant’s Award with Dividend
Equivalents with respect to any Awards. To the extent that
dividends and distributions relating to an Award are held in escrow
by the Company, or Dividend Equivalents are credited to an Award, a
Participant shall not be entitled to any interest on any such
amounts.

 


(d) Deferral
of Awards. The Committee may
from time to time establish procedures pursuant to which a
Participant may elect to defer, until a time or times later than
the vesting of an Award, receipt of all or a portion of the shares
of Common Stock or cash subject to such Award and to receive Common
Stock or cash at such later time or times, all on such terms and
conditions as the Committee shall determine. The Committee may
refuse the deferral of an Award unless counsel for Indus determines
that such action will not result in adverse tax consequences to a
Participant under Section 409A of the Code. If any such deferrals
are permitted, then notwithstanding anything to the contrary
herein, a Participant who elects to defer receipt of Common Stock
shall not have any rights as a stockholder with respect to deferred
shares of Common Stock unless and until shares of Common Stock are
actually delivered to the Participant with respect thereto, except
to the extent otherwise determined by the Committee.

 


(e) Prospective
Employees. Notwithstanding
anything to the contrary, any Award granted to a Prospective
Employee shall not become vested prior to the date the Prospective
Employee first becomes an employee of the Company.

 


 




 

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(f) Stockholder
Rights. Except as
expressly provided in the Plan or an Award Agreement, a Participant
shall not have any of the rights of a stockholder with respect to
Common Stock subject to the Awards prior to satisfaction of all
conditions relating to the issuance of such Common Stock, and no
adjustment shall be made for dividends, distributions or other
rights of any kind for which the record date is prior to the date
on which all such conditions have been satisfied.

 


(g) Transferability
of Awards. A Participant may
not Transfer an Award other than by will or the laws of descent and
distribution. Awards may be exercised during the
Participant’s lifetime only by the Participant. No Award
shall be liable for or subject to the debts, contracts, or
liabilities of any Participant, nor shall any Award be subject to
legal process or attachment for or against such person. Any
purported Transfer of an Award in contravention of the provisions
of the Plan shall have no force or effect and shall be null and
void, and the purported transferee of such Award shall not acquire
any rights with respect to such Award. Notwithstanding anything to
the contrary, the Committee may in its sole and absolute discretion
permit the Transfer of an Award to a Participant’s
“family member” as such term is defined in the Form S-8
Registration Statement under the Securities Act of 1933, as
amended, under such terms and conditions as specified by the
Committee. In such case, such Award shall be exercisable only by
the transferee approved of by the Committee. To the extent that the
Committee permits the Transfer of an Incentive Stock Option to a
“family member”, so that such Option fails to continue
to satisfy the requirements of an incentive stock option under the
Code such Option shall automatically be re-designated as a
Non-Qualified Stock Option.

 


(h) Buyout
and Settlement Provisions. Except as
prohibited herein, the Committee may at any time on behalf of Indus
offer to buy out any Awards previously granted based on such terms
and conditions as the Committee shall determine which shall be
communicated to the Participants at the time such offer is
made.

 


(i) Use
of Proceeds. The proceeds
received by Indus from the sale of Common Stock pursuant to Awards
granted under the Plan shall constitute general funds of
Indus.

 


(j) Modification
or Substitution of an Award. Subject to the
terms and conditions of the Plan, the Committee may modify
outstanding Awards, provided that, except as expressly provided in
the Plan, no modification of an Award shall adversely affect any
rights or obligations of the Participant under the applicable Award
Agreement without the Participant’s consent. Nothing in the
Plan shall limit the right of the Company to pay compensation of
any kind outside the terms of the Plan.

 


(k) Amendment
and Termination of Plan. The Board may, at
any time and from time to time, amend, suspend or terminate the
Plan as to any shares of Common Stock as to which Awards have not
been granted; provided,
however, that the approval of the stockholders of Indus in
accordance with applicable law and the Certificate of Incorporation
and Bylaws of Indus shall be required for any amendment the
approval of which is necessary to comply with federal or state law,
including Section 422 of the Code. Except as expressly provided in
the Plan, no amendment, suspension or termination of the Plan
shall, without the consent of the holder of an Award, alter or
impair rights or obligations under any Award theretofore granted
under the Plan. Awards granted prior to the termination of the Plan
may extend beyond the date the Plan is terminated and shall
continue subject to the terms of the Plan as in effect on the date
the Plan is terminated.

 


 




 

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(l) Section
409A of the Code. With respect to
Awards subject to Section 409A of the Code, this Plan is intended
to comply with the requirements of such Section, and the provisions
hereof shall be interpreted in a manner that satisfies the
requirements of such Sections and the related regulations, and the
Plan shall be operated accordingly. If any provision of this Plan
or any term or condition of any Award would otherwise frustrate or
conflict with this intent, the provision, term or condition will be
interpreted and deemed amended so as to avoid this
conflict.

 


(m) Notification
of 83(b) Election. If in connection
with the grant of any Award, any Participant makes an election
permitted under Code Section 83(b), such Participant must notify
Indus in writing of such election within ten (10) days of filing
such election with the Internal Revenue Service.

 


(n) Disclaimer
of Rights. No provision in
the Plan, any Award granted hereunder, or any Award Agreement
entered into pursuant to the Plan shall be construed to confer upon
any individual the right to remain in the employ of or other
service with the Company or to interfere in any way with the right
and authority of the Company either to increase or decrease the
compensation of any individual, including any holder of an Award,
at any time, or to terminate any employment or other relationship
between any individual and the Company. The grant of an Award
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.

 


(o) Unfunded
Status of Plan. The Plan is
intended to constitute an “unfunded” plan for incentive
and deferred compensation. With respect to any payments as to which
a Participant has a fixed and vested interest but which are not yet
made to such Participant by the Company, nothing contained herein
shall give any such Participant any rights that are greater than
those of a general creditor of the Company.

 


(p) Non-exclusivity
of Plan. The adoption of
the Plan shall not 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 individuals) as the
Board in its sole and absolute discretion determines
desirable.

 


(q) Other
Benefits. No Award payment
under the Plan shall be deemed compensation for purposes of
computing benefits under any retirement plan of the Company or any
agreement between a Participant and the Company, nor affect any
benefits under any other benefit plan of the Company now or
subsequently in effect under which benefits are based upon a
Participant’s level of compensation.

 


(r) Headings.
The section headings in the Plan are for convenience only; they
form no part of this Agreement and shall not affect its
interpretation.

 


 




 

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(s) Pronouns.
The use of any gender in the Plan shall be deemed to include all
genders, and the use of the singular shall be deemed to include the
plural and vice versa, wherever it appears appropriate from the
context.

 


(t) Successors
and Assigns. The Plan shall be
binding on all successors of the Company and all successors and
permitted assigns of a Participant, including, but not limited to,
a Participant’s estate, devisee, or heir at law.

 


(u) Severability.
If any provision of the Plan or any Award Agreement 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.

 


(v) Notices.
Any communication or notice required or permitted to be given under
the Plan shall be in writing, and mailed by registered or certified
mail or delivered by hand, to Indus, to its principal place of
business, attention: Chief Financial Officer and if to the holder
of an Award, to the address as appearing on the records of the
Company.

 


 




 

14








 










 



ANNEX A

 



DEFINITIONS

 


“Award”
means any Option, Restricted Stock, Restricted Stock Unit or any
other award granted pursuant to the Plan.

 


“Award
Agreement” means a written agreement entered into by Indus
and a Participant setting forth the terms and conditions of the
grant of an Award to such Participant.

 


"Award
Stock" means Common Stock issued pursuant to an Award.

 


“Board”
means the board of directors of Indus.

 


“Indus”
means Indus Holding Company, a Delaware corporation.

 


“Cause”
means, with respect to a termination of employment or other service
with the Company, a termination of employment or other service due
to a Participant’s dishonesty, fraud, insubordination,
willful misconduct, refusal to perform services (for any reason
other than illness or incapacity), violation of any written
corporate policy or materially unsatisfactory performance of the
Participant’s duties for the Company; provided, however, that if the
Participant and the Company have entered into an employment
agreement or consulting agreement which defines the term Cause, the
term Cause shall be defined in accordance with such agreement with
respect to any Award granted to the Participant on or after the
effective date of the respective employment or consulting
agreement. The Committee shall determine in its sole and absolute
discretion whether Cause exists for purposes of the
Plan.

 


“Change in
Control” means: (i) any Person (other than Indus, any trustee
or other fiduciary holding securities under any employee benefit
plan of Indus, or any company owned, directly or indirectly, by
stockholders of Indus in substantially the same proportions as
their ownership of Indus Common Stock) becomes the beneficial
owner, directly or indirectly, of securities of Indus representing
fifty percent (50%) or more of the value of Indus’s then
outstanding securities (the “Majority Owner”);
provided, however, that no Change in Control shall occur under this
paragraph (i) unless a person who was not a Majority Owner at some
time after the Effective Date becomes a Majority Owner after the
Effective Date; (ii) a merger, consolidation, reorganization, or
other business combination of Indus with any other entity, other
than a merger or consolidation which would result in the securities
of Indus outstanding immediately prior thereto continuing to
represent directly or indirectly (including by remaining
outstanding or by being converted into voting securities of the
surviving entity) more than fifty percent (50%) by value of the
securities of Indus or such surviving entity outstanding
immediately after such merger or consolidation; (iii) the
consummation of the sale or disposition by Indus of all or
substantially all of its assets other than (x) the sale or
disposition of all or substantially all of the assets of the
Company to a Person or Persons at least fifty percent (50%) of the
securities of which are beneficially owned, directly or indirectly,
by Indus at the time of the sale or (y) pursuant to a spin-off type
transaction, directly or indirectly, of such assets to the
stockholders of Indus or (iv) any Deemed Liquidation Event (as
defined in the Company's Certificate of
Incorporation).

 


 




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However, to the
extent that Section 409A of the Code would cause an adverse tax
consequence to a Participant using the above definition, the term
“Change in Control” shall have the meaning ascribed to
the phrase “Change in the Ownership or Effective Control of a
Corporation or in the Ownership of a Substantial Portion of the
Assets of a Corporation” under Treasury Department Regulation
1.409A-3(i)(5), as revised from time to time in either subsequent
regulations or other guidance, and in the event that such
regulations are withdrawn or such phrase (or a substantially
similar phrase) ceases to be defined, as determined by the
Committee.

 


“Change in
Control Price” means the price per share of Common Stock paid
in any transaction related to a Change in Control of Indus, which
shall be subject to the priority, rights and preferences set forth
in the Company's Certificate of Incorporation, as may be amended
from time to time.

 


“Code”
means the Internal Revenue Code of 1986, as amended, and the
regulations promulgated thereunder.

 


“Committee”
means a committee or sub-committee of the Board, properly empowered
to perform the function of the Committee under the Plan. If no
Committee exists, the functions of the Committee will be exercised
by the Board.

 


“Common
Stock” means the common stock, par value $.001 per share, of
Indus or any other security into which such common stock shall be
changed as contemplated by the adjustment provisions of Section 5
of the Plan.

 


“Company”
means Indus, the subsidiaries of Indus and all other entities whose
financial statements are required to be consolidated with the
financial statements of Indus pursuant to United States generally
accepted accounting principles, and any other entity determined to
be an affiliate of Indus as determined by the Committee in its sole
and absolute discretion.

 


“Covered
Individual” means any current or former member of the
Committee, any current or former officer or director of the
Company, or, if so determined by the Committee in its sole
discretion, any individual designated pursuant to Section
4(c).

 


“Dividend
Equivalents” means an amount equal to the cash dividends paid
by the Company upon one share of Common Stock subject to an Award
granted to a Participant under the Plan.

 


"Effective Date"
means the later of: (i) the date the Plan was approved by the
Board, and (ii) the date the Plan was approved by stockholders of
Indus in accordance with the laws of the State of Delaware, as set
forth in Section 1 hereof.

 


“Eligible
Individual” means any employee, consultant, officer, director
(employee or non-employee director) or independent contractor of
the Company and any Prospective Employee to whom Awards are granted
in connection with an offer of future employment with the
Company.

 


“Exercise
Price” means the purchase price per share of each share of
Common Stock subject to an Award.

 


 




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“Fair Market
Value” means, unless otherwise required by the Code or other
applicable law, fair market value as determined in good faith by
the Committee.

 


“Grant
Date” means, unless otherwise provided by applicable law, the
date on which the Committee approves the grant of an Award or such
later date as is specified by the Committee and set forth in the
applicable Award Agreement.

 


“Incentive
Stock Option” means an “incentive stock option”
within the meaning of Code Section 422.

 


“Non-Qualified
Stock Option” means an Option which is not an Incentive Stock
Option.

 


“Option”
means an option to purchase Common Stock granted pursuant to
Sections 6 of the Plan.

 


“Participant”
means any Eligible Individual who holds an Award under the Plan and
any of such individual’s successors or permitted
assigns.

 


“Person”
shall mean any person, corporation, partnership, limited liability
company, joint venture or other entity or any group, other than a
Parent or subsidiary of the Company.

 


“Plan”
means this Indus Communications Inc. 2016 Stock Incentive
Plan.

 


“Prospective
Employee” means any individual who has committed to become an
employee or independent contractor of the Company within sixty (60)
days from the date an Award is granted to such
individual.

 


“Restricted
Stock” means Common Stock subject to certain restrictions, as
determined by the Committee, and granted pursuant to Section 7
hereof.

 


“Restricted
Stock Unit” means a right to receive a fixed number of shares
of Common Stock, or the cash equivalent, which may be subject to
certain restriction and granted pursuant to Section 8
hereof.

 


“Section 424
Employee” means an employee of Indus or any “subsidiary
corporation” or “parent corporation” as such
terms are defined in and in accordance with Code Section 424. The
term “Section 424 Employee” also includes employees of
a corporation issuing or assuming any Options in a transaction to
which Code Section 424(a) applies.

 


“Transfer”
means, as a noun, any direct or indirect, voluntary or involuntary,
exchange, sale, bequeath, pledge, mortgage, hypothecation,
encumbrance, distribution, transfer, gift, assignment or other
disposition or attempted disposition of, and, as a verb, directly
or indirectly, voluntarily or involuntarily, to exchange, sell,
bequeath, pledge, mortgage, hypothecate, encumber, distribute,
transfer, give, assign or in any other manner whatsoever dispose or
attempt to dispose of.

 


 




A-3