Exhibit
4.9


 


 


 


 


 


 


 


MEREDIAN
HOLDINGS GROUP, INC.


 


2016
OMNIBUS STOCK INCENTIVE PLAN


 


 


 


 


 


 


 


 


 


 


 


 


 




     


    




    


 


MEREDIAN
HOLDINGS GROUP, INC. 


 


2016
OMNIBUS STOCK INCENTIVE PLAN





		1.	Definitions



 


In
addition to other terms defined herein or in an Award Agreement, the following terms shall have the meanings given below:


 


(a) Administrator
means the Board, and, upon its delegation of all or part of its authority to administer the Plan to the Committee, the Committee.


 


(b) Affiliate
means any Parent or Subsidiary of the Company, and also includes any other business entity which is controlled by, under common
control with or controls the Company; provided, however, that the term “Affiliate” shall be construed in a manner
in accordance with the registration provisions of applicable federal securities laws if and to the extent required. 


 


(c) Applicable
Law means any applicable laws, rules or regulations (or similar guidance), including but not limited to the Georgia Business
Corporate Code, the Securities Act, the Exchange Act, the Code (including, without limitation, Code Section 162(m)) and the listing
or other rules of any applicable stock exchange, in each case if and to the extent applicable to the Company. References to any
applicable laws, rules and regulations, including references to any sections or other provisions of applicable laws, rules and
regulations, shall also refer to any successor provisions thereto unless the Administrator determines otherwise.


 


(d) Award
means, individually or collectively, a grant under the Plan of an Option (including an Incentive Option or a Nonqualified
Option); a Stock Appreciation Right (including a Related SAR or a Freestanding SAR); a Restricted Award (including a Restricted
Stock Award or a Restricted Unit Award); a Performance Award (including a Performance Share Award or a Performance Unit Award);
a Phantom Stock Award, an Other Stock-Based Award; a Dividend Equivalent Award; a Substitute Award and/or any other award granted
under the Plan. 


 


(e) Award
Agreement means an award agreement (which may be in written or electronic form, in the Administrator’s discretion, and
which includes any amendment or supplement thereto) between the Company and a Participant specifying the terms, conditions and
restrictions of an Award granted to the Participant. An Award Agreement may also state such other terms, conditions and restrictions,
including but not limited to terms, conditions and restrictions applicable to shares of Common Stock or any other benefit underlying
an Award, as may be established by the Administrator. 


 


(f) Base
Price means, with respect to a SAR, the initial price assigned to the SAR.


 


(g) Board
or Board of Directors means the Board of Directors of the Company.


 






     


    




    

 


(h) Cause
means, unless the Administrator determines otherwise, a Participant’s termination of employment or service resulting
from the Participant’s (i) termination for “Cause” as defined under the Participant’s employment, change
in control, consulting or other agreement with the Company or an Affiliate, if any, or (ii) if the Participant has not entered
into any such agreement (or, if any such agreement does not define “Cause”), then the Participant’s termination
shall be for “Cause” if termination results due to the Participant’s (A) dishonesty; (B) refusal or failure
to perform his duties for the Company or an Affiliate; or (C) engaging in fraudulent conduct or conduct that could be materially
damaging to the Company without a reasonable good faith belief that such conduct was in the best interest of the Company. The
determination of “Cause” shall be made by the Administrator and its determination shall be final and conclusive. Without
in any way limiting the effect of the foregoing, for purposes of the Plan and an Award, a Participant’s employment or service
shall be deemed to have terminated for Cause if, after the Participant’s employment or service has terminated, facts and
circumstances are discovered that would have justified, in the opinion of the Administrator, a termination for Cause. 


 


(i) A
Change of Control shall (except as may be otherwise provided in an individual Award Agreement or as may be otherwise required,
if at all, under Code Section 409A) be deemed to have occurred on the earliest of the following dates:


 


(i) The
date any entity or person shall have become the beneficial owner of, or shall have obtained voting control over, more than fifty
percent (50%) of the total voting power of the Company’s then outstanding voting stock;


 


(ii) The
date of the consummation of (A) a merger, consolidation or reorganization of the Company (or similar transaction involving the
Company), in which the holders of the Common Stock immediately prior to the transaction do not have voting control over more than
fifty percent (50%) of the voting securities of the surviving corporation immediately after such transaction, or (B) the sale
or disposition of all or substantially all the assets of the Company; or


 


(iii) The
date there shall have been a change in a majority of the Board of Directors of the Company within a 12-month period unless the
nomination for election by the Company’s shareholders of each new Director was approved by the vote of two-thirds of the
members of the Board (or a committee of the Board, if nominations are approved by a Board committee rather than the Board) then
still in office who were in office at the beginning of the 12-month period.


 


(For
the purposes herein, the term “person” shall mean any individual, corporation, partnership, group, association or
other person, as such term is defined in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, other than the Company, a Subsidiary
of the Company or any employee benefit plan(s) sponsored or maintained by the Company or any Subsidiary thereof, and the term
“beneficial owner” shall have the meaning given the term in Rule 13d-3 under the Exchange Act.)


 






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For
the purposes of clarity, a transaction shall not constitute a Change of Control if its principal purpose is to change the state
of the Company’s incorporation, create a holding company that would be owned in substantially the same proportions by the
persons who held the Company’s securities immediately before such transaction or is another transaction of other similar
effect.


 


Notwithstanding
the preceding provisions of Section 1(i), in the event that any Awards granted under the Plan are deemed to be deferred compensation
subject to (and not exempt from) the provisions of Code Section 409A, then distributions related to such Awards to be made upon
a Change of Control may be permitted, in the Administrator's discretion, upon the occurrence of one or more of the following events
(as they are defined and interpreted under Code Section 409A): (A) a change in the ownership of the Company; (B) a change in effective
control of the Company; or (C) a change in the ownership of a substantial portion of the assets of the Company.


 


The
Administrator shall have full and final authority, in its discretion (subject to any Code Section 409A considerations), to determine
whether a Change of Control of the Company has occurred, the date of the occurrence of such Change of Control and any incidental
matters relating thereto.


 


(j) Code
means the Internal Revenue Code of 1986, as amended. Any reference herein to a specific Code section shall be deemed to include
all related regulations or other guidance with respect to such Code section.


 


(k) Committee
means the Compensation Committee of the Board or other committee of the Board which may be appointed to administer the Plan
in whole or in part.


 


(l) Common
Stock means the common stock of Meredian Holdings Group, Inc., $0.001 par value, or any successor securities thereto.


 


(m) Company
means Meredian Holdings Group, Inc., a Georgia corporation, together with any successor thereto.


 


(n) Covered
Employee shall have the meaning given the term in Code Section 162(m).


 


(o) Director
means a member of the Board or of the board of directors of an Affiliate.


 


(p) Disability
shall, except as may be otherwise determined by the Administrator (taking into account any Code Section 409A considerations),
as applied to any Participant, having the meaning given in any Award Agreement, employment agreement, change in control agreement,
consulting agreement or other similar agreement, if any, to which the Participant is a party, or, if there is no such agreement
(or if such agreement does not define “Disability”), “Disability” shall mean the inability of the Participant
to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can
be expected to result in death, or which has lasted or can be expected to last for a continuous period of not less than 12 months.
The Administrator shall have authority to determine if a Disability has occurred.


 






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(q) Displacement
shall, except as may be otherwise determined by the Administrator (taking into account any Code Section 409A considerations),
as applied to any Participant, be as defined in any Award Agreement, employment agreement, change in control agreement, consulting
agreement or other similar agreement, if any, to which the Participant is a party, or, if there is no such agreement (or if such
agreement does not define “Displacement”), “Displacement” shall mean the termination of the Participant’s
employment or service due to the elimination of the Participant’s job or position without fault on the part of the Participant.
The Administrator shall have authority to determine if a Displacement has occurred.


 


(r) Dividend
Equivalent Awards shall mean a right granted to a Participant pursuant to Section 13 to receive the equivalent value (in cash
or shares of Common Stock) of dividends paid on Common Stock.


 


(s) Effective
Date means the effective date of the Plan, as provided in Section 4.


 


(t) Employee
means any person who is an employee of the Company or any Affiliate (including entities which become Affiliates after the
Effective Date of the Plan). For this purpose, an individual shall be considered to be an Employee only if there exists between
the individual and the Company or an Affiliate the legal and bona fide relationship of employer and employee (taking into account
Code Section 409A considerations if and to the extent applicable); provided, however, that, with respect to Incentive Options,
“Employee” means any person who is considered an employee of the Company or any Parent or Subsidiary for purposes
of Treasury Regulation Section 1.421-1(h) (or any successor provision related thereto). 


 


(u) Exchange
Act means the Securities Exchange Act of 1934, as amended.


 


(v) Fair
Market Value per share of the Common Stock shall be established in good faith by the Administrator and, unless otherwise determined
by the Administrator, the Fair Market Value shall be determined in accordance with the following provisions: (A) if the shares
of Common Stock are listed for trading on The NASDAQ Stock Market (“Nasdaq”) or another national or regional stock
exchange, the Fair Market Value shall be the closing sales price per share of the shares on Nasdaq or other principal stock exchange
on which such securities are listed on the date an Award is granted or other determination is made (such date of determination
being referred to herein as a “valuation date”), or, if there is no transaction on such date, then on the trading
date nearest preceding the valuation date for which closing price information is available, and, provided further, if the shares
are not listed for trading on Nasdaq or another stock exchange but are regularly quoted on an automated quotation system (including
the OTC Bulletin Board) or by a recognized securities dealer, the Fair Market Value shall be the closing sales price for such
shares as quoted on such system or by such securities dealer on the valuation date, but if selling prices are not reported, the
Fair Market Value of a share of Common Stock shall be the mean between the high bid and low asked prices for the Common Stock
on the valuation date (or, if no such prices were reported on that date, on the last date such prices were reported), as reported
in The Wall Street Journal or such other source as the Administrator deems reliable; or (B) if the shares of Common Stock are
not listed or reported in any of the foregoing, then the Fair Market Value shall be determined by the Administrator based on such
valuation measures or other factors as it deems appropriate. Notwithstanding the foregoing, (i) with respect to the grant of Incentive
Options, the Fair Market Value shall be determined by the Administrator in accordance with the applicable provisions of Section
20.2031-2 of the Federal Estate Tax Regulations, or in any other manner consistent with the Code Section 422; and (ii) Fair Market
Value shall be determined in accordance with Code Section 409A if and to the extent required. 


 






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(w) Freestanding
SAR means an SAR that is granted without relation to an Option, as provided in Section 8.


 


(x) Good
Reason means, unless otherwise provided in an Award Agreement or determined by the Administrator, in the context of a Change
of Control, a Participant’s termination of employment or service resulting from the Participant’s (i) termination
for “Good Reason” as defined under the Participant’s employment, change in control, consulting or other similar
agreement with the Company or an Affiliate, if any, or (ii) if the Participant has not entered into any agreement (or, if any
such agreement does not define “Good Reason”), then, a Participant’s termination shall be for “Good Reason”
if termination results due to any of the following without the Participant’s consent: (A) a material reduction in the Participant’s
base salary as in effect immediately prior to the date of the Change of Control, (B) the assignment to the Participant of duties
or responsibilities materially inconsistent with (other than in the context of a promotion), or a material diminution in, the
Participant’s position, authority, duties or responsibilities as in effect immediately prior to the Change of Control, or
(C) the relocation of the Participant’s principal place of employment by more than 50 miles from the location at which the
Participant was stationed immediately prior to the Change of Control. Notwithstanding the foregoing, with respect to Directors,
unless the Administrator determines otherwise, a Director’s termination from service on the Board shall be for “Good
Reason” if the Participant ceases to serve as a Director, or, if the Company is not the surviving company in the Change
of Control event, a member of the board of directors of the surviving entity, in either case, due to the Participant’s failure
to be nominated to serve as a director of such entity or the Participant’s failure to be elected to serve as a director
of such entity, but not due to the Participant’s decision not to continue service on the Board of Directors of the Company
or the board of directors of the surviving entity, as the case may be. An event or condition that would otherwise constitute “Good
Reason” shall constitute Good Reason only if the Company fails to rescind or cure such event or condition within 30 days
after receipt from the Participant of written notice of the event which constitutes Good Reason, and Good Reason shall cease to
exist for any event or condition described herein on the 60th day following the later of the occurrence or the Participant’s
knowledge thereof, unless the Participant has given the Company written notice thereof prior to such date. In the context other
than a Change of Control, “Good Reason” shall be as defined by the Administrator and set forth in the applicable Award
Agreement. The determination of “Good Reason” shall be made by the Administrator and its determination shall be final
and conclusive.


 


(y) Incentive
Option means an Option that is designated by the Administrator as an Incentive Option pursuant to Section 7 and intended to
meet the requirements of incentive stock options under Code Section 422.


 


(z) Independent
Contractor means an independent contractor, consultant or advisor providing services (other than capital-raising services)
to the Company or an Affiliate.


 






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(aa) Nonqualified
Option means an Option granted under Section 7 that is not intended to qualify as an incentive stock option under Code Section
422.


 


(bb) Option
means a stock option granted under Section 7 that entitles the holder to purchase from the Company a stated number of shares
of Common Stock at the Option Price, and subject to such terms and conditions, as may be set forth in the Plan or an Award Agreement
or established by the Administrator.


 


(cc) Option
Period means the term of an Option, as provided in Section 7(d).


 


(dd) Option
Price means the price at which an Option may be exercised, as provided in Section 7(b).


 


(ee) Other
Stock-Based Award means a right, granted to a Participant under Section 12, that relates to or is valued by referenced to
shares of Common Stock or other Awards relating to shares of Common Stock. 


 


(ff) Parent
shall mean a “parent corporation,” whether now or hereafter existing, as defined in Code Section 424(e).


 


(gg) Participant
means an individual who is an Employee employed by, or a Director or Independent Contractor providing services to, the Company
or an Affiliate who satisfies the requirements of Section 6 and is selected by the Administrator to receive an Award under the
Plan.


 


(hh) Performance
Award means a Performance Share Award and/or a Performance Unit Award, as provided in Section 10.


 


(ii) Performance
Measures mean one or more performance factors which may be established by the Administrator with respect to an Award. Performance
factors may be based on such corporate, business unit or division and/or individual performance factors and criteria as the Administrator
in its discretion may deem appropriate; provided, however, that, if and to the extent required by Applicable Law with respect
to Awards granted to Covered Employees that are intended to qualify as “performance-based compensation” under Code
Section 162(m), such performance factors shall be objective and shall be based upon one or more of the following criteria (as
determined by the Administrator in its discretion): (i) revenues or sales; (ii) gross margins; (iii) earnings per share;
(iv)  product production or shipments; (v) consolidated earnings before or after taxes (including earnings before interest,
taxes, depreciation and amortization); (vi) net income; (vii) operating income; (viii) book value per share; (ix) return on shareholders'
equity; (x) return on investment; (xi) return on capital; (xii) capital raising and improvements in capital structure; (xiii)
expense management; (xiv) operating margins; (xv) maintenance or improvement of gross margins or operating margins; (xvi)
stock price or total shareholder return; (xvii) market share; (xviii) profitability; (xix) costs; (xx) cash flow or free
cash flow; (xxi) working capital; (xxii) return on assets; (xxiii) economic wealth created, and/or (xxiv) strategic business criteria,
based on meeting specified goals or objectives related to market penetration, geographic business expansion, cost targets, customer
satisfaction, employee satisfaction, management of employment practices and employee benefits, management of litigation, management
of information technology, goals relating to acquisitions or divestitures of products, product lines, subsidiaries, affiliates
or joint ventures, quality matrices, customer service matrices, execution of pre-approved corporate strategy and/or such other
performance based factors deemed reasonable and appropriate by the Board. In addition, with respect to Participants who are not
Covered Employees, the Administrator may approve performance objectives based on other criteria, which may or may not be objective.
If and to the extent that Code Section 162(m) is applicable to the Company, the Administrator shall, within the time and in the
manner prescribed by Code Section 162(m), define in an objective fashion the manner of calculating the Performance Measures it
selects to use for Covered Employees during any specific performance period. The foregoing criteria may relate to the Company,
one or more of its Affiliates or one or more of its divisions, units, partnerships, joint venturers or minority investments, facilities,
product lines or products or any combination of the foregoing. The targeted level or levels of performance with respect to such
business criteria may be established at such levels and on such terms as the Administrator may determine, in its discretion, including
but not limited to on an absolute basis, in relation to performance in a prior performance period, and/or relative to one or more
peer group companies or indices, or any combination thereof.


 






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(jj) Performance
Share means an Award granted under Section 10, in an amount determined by the Administrator and specified in an Award Agreement,
stated with reference to a specified number of shares of Common Stock, that entitles the holder to receive shares of Common Stock,
a cash payment or a combination of Common Stock and cash (as determined by the Administrator), subject to the terms of the Plan
and the terms and conditions established by the Administrator.


 


(kk) Performance
Unit means an Award granted under Section 10, in an amount determined by the Administrator and specified in an Award Agreement,
that entitles the holder to receive shares of Common Stock, a cash payment or a combination of Common Stock and cash (as determined
by the Administrator), subject to the terms of the Plan and the terms and conditions established by the Administrator.


 


(ll) Phantom
Stock Award means an Award granted under Section 11, entitling a Participant to a payment in cash, shares of Common Stock
or a combination of cash and Common Stock (as determined by the Administrator), following the completion of the applicable vesting
period and compliance with the terms of the Plan and other terms and conditions established by the Administrator. The unit value
of a Phantom Stock Award shall be based on the Fair Market Value of a share of Common Stock.


 


(mm) Plan
means the Meredian Holdings Group, Inc. 2016 Omnibus Stock Incentive Plan, as it may be hereafter amended and/or restated.


 


(nn) Related
SAR means an SAR granted under Section 8 that is granted in relation to a particular Option and that can be exercised only
upon the surrender to the Company, unexercised, of that portion of the Option to which the SAR relates.


 


(oo) Restricted
Award means a Restricted Stock Award and/or a Restricted Stock Unit Award, as provided in Section 9.


 


(pp) Restricted
Stock Award means an Award of shares of Common Stock granted to a Participant under Section 9. Shares of Common Stock subject
to a Restricted Stock Award shall cease to be restricted when, in accordance with the terms of the Plan and the terms and conditions
established by the Administrator, the shares vest and become transferable and free of substantial risks of forfeiture.


 






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(qq) Restricted
Stock Unit means a Restricted Award granted to a Participant pursuant to Section 9 which is settled, if at all, (i) by the
delivery of one share of Common Stock for each Restricted Stock Unit, (ii) in cash in an amount equal to the Fair Market Value
of one share of Common Stock for each Restricted Stock Unit, or (iii) in a combination of cash and shares equal to the Fair Market
Value of one share of Common Stock for each Restricted Stock Unit, as determined by the Administrator. A Restricted Stock Unit
represents the promise of the Company to deliver shares of Common Stock, cash or a combination thereof, as applicable, at the
end of the applicable restriction period if and only to the extent the Award vests and ceases to be subject to forfeiture, subject
to compliance with the terms of the Plan and Award Agreement and any terms and conditions established by the Administrator.


 


(rr) Retirement
shall, except as may be otherwise determined by the Administrator (taking into account any Code Section 409A considerations),
as applied to any Participant, have the meaning given in an Award Agreement, employment agreement, change in control agreement,
consulting agreement or other similar agreement, if any, to which the Participant is a party, or, if there is no such agreement
(or if such agreement does not define “Retirement”), then “Retirement” shall, unless the Administrator
determines otherwise, mean retirement in accordance with the retirement policies and procedures established by the Company. The
Administrator shall have authority to determine if a Retirement has occurred. 


 


(ss) SAR
means a stock appreciation right granted under Section 8 entitling the Participant to receive, with respect to each share
of Common Stock encompassed by the exercise of such SAR, the excess, if any, of the Fair Market Value on the date of exercise
over the Base Price, subject to the terms of the Plan and Award Agreement and any other terms and conditions established by the
Administrator. References to “SARs” include both Related SARs and Freestanding SARs, unless the context requires otherwise.


 


(tt) Securities
Act means the Securities Act of 1933, as amended.


 


(uu) Subsidiary
shall mean a “subsidiary corporation,” whether now or hereafter existing, as defined in Code Section 424(f).


 


(vv) Substitute
Award means an Award granted by the Company in assumption of, or in substitution or exchange for, an award previously granted,
or the right or obligation to make a future award, by a corporation acquired by the Company or any Subsidiary or with which the
Company or any Subsidiary combines.


 


(ww) Termination
Date means the date of termination of a Participant’s employment or service for any reason, as determined by the Administrator
(taking into account any Code Section 409A considerations).


 






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		2.	Purpose



 


The
purposes of the Plan are to encourage and enable selected Employees, Directors and Independent Contractors of the Company and
its Affiliates to acquire or to increase their holdings of Common Stock and other equity-based interests in the Company in order
to promote a closer identification of their interests with those of the Company and its shareholders, and to provide flexibility
to the Company in its ability to motivate, attract and retain the services of Participants upon whose judgment, interest and special
effort the successful conduct of its operation largely depends. These purposes may be carried out through the granting of Awards
to selected Participants, including the granting of Options in the form of Incentive Stock Options and/or Nonqualified Options;
SARs in the form of Freestanding SARs and/or Related SARs; Restricted Awards in the form of Restricted Stock Awards and/or Restricted
Stock Units; Performance Awards in the form of Performance Shares and/or Performance Units; Phantom Stock Awards; Other Stock-Based
Awards; and/or Dividend Equivalent Awards.


 


		3.	Administration
                                         of the Plan



 


(a) The
Plan shall be administered by the Board or, upon its delegation, by the Committee (or a subcommittee thereof). If and to the extent
the Company is subject to Rule 16b-3 adopted under the Exchange Act, the Committee shall, to the extent required by Rule 16b-3
adopted under the Exchange Act, be comprised solely of two or more “non-employee directors,” as such term is defined
in Rule 16b-3, or as may otherwise be permitted under Rule 16b-3. Further, if and to the extent required by Applicable Law, the
Plan shall be administered by a committee comprised of two or more “outside directors” (as such term is defined in
Code Section 162(m)) or as may otherwise be permitted under Code Section 162(m). In addition, Committee members shall qualify
as “independent directors” under applicable stock exchange rules if and to the extent required. 


 






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(b) Subject
to the provisions of the Plan, the Administrator shall have full and final authority in its discretion to take any action with
respect to the Plan including, without limitation, the authority to (i) determine all matters relating to Awards, including selection
of individuals to be granted Awards, the types of Awards, the number of shares of Common Stock, if any, subject to an Award, and
all terms, conditions, restrictions and limitations of an Award; (ii) prescribe the form or forms of Award Agreements evidencing
any Awards granted under the Plan; (iii) establish, amend and rescind rules and regulations for the administration of the Plan;
(iv) correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any Award or Award Agreement; and
(v) construe and interpret the Plan, Awards and Award Agreements made under the Plan, to interpret rules and regulations for administering
the Plan and to make all other determinations deemed necessary or advisable for administering the Plan. In addition, (i) the Administrator
shall have the authority, in its sole discretion, to accelerate the date that any Award which was not otherwise exercisable, vested
or earned shall become exercisable, vested or earned in whole or in part without any obligation to accelerate such date with respect
to any other Award granted to any recipient; and (ii) the Administrator may in its sole discretion modify or extend the terms
and conditions for exercise, vesting or earning of an Award (in each case, taking into account any Code Section 409A considerations).
The Administrator’s authority to grant Awards and authorize payments under the Plan shall not in any way restrict the authority
of the Company to grant compensation to Employees, Directors or Independent Contractors under any other compensation plan, program
or arrangement of the Company or an Affiliate. The Administrator may determine that a Participant’s rights, payments and/or
benefits with respect to an Award (including but not limited to any shares issued or issuable and/or cash paid or payable with
respect to an Award) shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified
events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events may include, but shall
not be limited to, termination of employment for Cause, violation of policies of the Company or an Affiliate, breach of non-solicitation,
noncompetition, confidentiality or other restrictive covenants that may apply to the Participant, other conduct by the Participant
that is determined by the Administrator to be detrimental to the business or reputation of the Company or any Affiliate, and/or
other circumstances where such reduction, cancellation, forfeiture or recoupment is required by Applicable Law. In addition, the
Administrator shall have the authority and discretion to establish terms and conditions of Awards (including but not limited to
the establishment of subplans) as the Administrator determines to be necessary or appropriate to conform to the applicable requirements
or practices of jurisdictions outside of the United States. In addition to action by meeting in accordance with Applicable Law,
any action of the Administrator with respect to the Plan may be taken by a written instrument signed by all of the members of
the Board or Committee, as appropriate, and any such action so taken by written consent shall be as fully effective as if it had
been taken by a majority of the members at a meeting duly held and called. All determinations of the Administrator with respect
to the Plan and any Award or Award Agreement will be final and binding on the Company and all persons having or claiming an interest
in any Award granted under the Plan. No member of the Board or Committee, as applicable, shall be liable while acting as Administrator
for any action or determination made in good faith with respect to the Plan, an Award or an Award Agreement. The members of the
Board or Committee, as applicable, shall be entitled to indemnification and reimbursement in the manner and to the fullest extent
provided in the Company’s articles of incorporation and/or bylaws and/or pursuant to Applicable Law.


 


(c) The
Administrator may adjust or modify Performance Measures or other performance factors or criteria due to extraordinary items, transactions,
events or developments, or in recognition of any other unusual or infrequent events affecting the Company or the financial statements
of the Company, or in response to changes in Applicable Law, accounting principles or business conditions, in each case as determined
by the Administrator (provided that should Code Section 162(m) become applicable, any adjustment or modification involving Covered
Employees for compensation that is intended to qualify as “performance-based compensation” under Code Section 162(m)
shall be subject to any applicable Code Section 162(m) restrictions). By way of example but not limitation, the Administrator
may provide with respect to any Award that any evaluation of performance shall exclude or otherwise objectively adjust for any
specified circumstance or event that occurs during a performance period, including circumstances or events such as the following:
(i) asset write-downs or impairment charges; (ii) significant litigation or claim judgments or settlements; (iii) the effect of
changes in tax laws, accounting standards or principles or other laws or regulatory rules; (iv) any reorganization and restructuring
programs; (v) extraordinary nonrecurring items as described in then-current accounting principles; (vi) extraordinary nonrecurring
items as described in management’s discussion and analysis of financial condition and results of operations appearing in
the Company’s annual report to shareholders; (vii) acquisitions or divestitures; (viii) a change in the Company’s
fiscal year; (ix) any other specific unusual or infrequent events or objectively determinable category thereof; and/or (x) foreign
exchange gains and losses.


 






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(d) Notwithstanding
the other provisions of Section 3, the Board may expressly delegate to one or more officers of the Company or a special committee
consisting of one or more directors who are also officers of the Company the authority, within specified parameters, to grant
Awards to eligible Participants, and to make any or all of the determinations reserved for the Administrator in the Plan and summarized
in Section 3(b) with respect to such Awards (subject to any restrictions imposed by Applicable Law and such terms and conditions
as may be established by the Administrator); provided, however, that, if and to the extent required by Section 16 of the Exchange
Act or Code Section 162(m), the Participant, at the time of said grant or other determination, (i) is not deemed to be an officer
or director of the Company within the meaning of Section 16 of the Exchange Act; and (ii) is not deemed to be a Covered Employee
as defined under Code Section 162(m). To the extent that the Administrator has delegated authority to grant Awards pursuant to
this Section 3(e) to an officer and/or a special committee, references to the “Administrator” shall include references
to such officer(s) and/or special committee, subject, however, to the requirements of the Plan, Rule 16b-3, Code Section 162(m)
and other Applicable Law.


 


		4.	Effective
                                         Date



 


The
Effective Date of the Plan shall be May 5, 2016 (the “Effective Date”). Awards may be granted on or after the Effective
Date, but no Awards may be granted after May 4, 2026. Awards that are outstanding at the end of the Plan term (or such earlier
termination date as may be established by the Board pursuant to Section 16(a)) shall continue in accordance with their terms,
unless otherwise provided in the Plan or an Award Agreement.


 


		5.	Shares
                                         of Stock Subject to the Plan; Award Limitations



 


(a) Shares
of Stock Subject to the Plan: Subject to adjustments as provided in Section 5(d), the maximum aggregate number of shares of
Common Stock that may be issued pursuant to Awards granted under the Plan shall initially not exceed 110,000 shares, which number
of shares of Common Stock available for issuance under the Plan shall automatically increase on January 1 of each year, beginning
on January 1, 2017 and continuing through January 1, 2026, by a number of shares of Common Stock equal to one-half percent (0.50%)
of the total number of shares of Common Stock outstanding on December 31 of the immediately preceding December. Shares delivered
under the Plan shall be authorized but unissued shares or shares purchased on the open market or by private purchase. The Company
hereby reserves sufficient authorized shares of Common Stock to meet the grant of Awards hereunder. 


 


(b) Award
Limitations: Notwithstanding any provision in the Plan to the contrary, the following limitations shall apply to Awards granted
under the Plan, in each case subject to adjustments pursuant to Section 5(d):


 


(i) The
maximum aggregate number of shares of Common Stock that may be issued under the Plan pursuant to the grant of Incentive Options
shall not exceed 110,000 shares;


 






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(ii) If
and to the extent required under Code Section 162(m), in any 12-month period, no Participant may be granted Options and SARs that
are not related to an Option for more than 110,000 shares of Common Stock (or the equivalent value thereof based on the Fair Market
Value per share of the Common Stock on the date of grant of an Award);


 


(iii) If
and to the extent required under Code Section 162(m), in any 12-month period, no Participant may be granted Awards other than
Options or SARs that are settled in shares of Common Stock for more than 110,000 shares of Common Stock (or the equivalent value
thereof based on the Fair Market Value per share of the Common Stock on the date of grant of an Award). 


 


(For
purposes of Section 5(b)(ii) and (iii), an Option and Related SAR shall be treated as a single Award.)


 


(c) Shares
Not Subject to Limitations: The following will not be applied to the share limitations of Section 5(a) above: (i) dividends,
including dividends paid in shares, or dividend equivalents paid in cash in connection with outstanding Awards; (ii) Awards which
are settled in cash rather than the issuance of shares; (iii) any shares subject to an Award if the Award is forfeited, cancelled,
terminated, expires or lapses for any reason without the issuance of shares underlying the Award or any shares subject to an Award
which shares are forfeited to, or repurchased or reacquired by, the Company; and (iv) any shares surrendered by a Participant
or withheld by the Company to pay the Option Price or purchase price for an Award or shares used to satisfy any tax withholding
requirements in connection with the exercise, vesting or earning of an Award if, in accordance with the terms of the Plan, a Participant
pays such Option Price or purchase price or satisfies such tax withholding requirements by either tendering previously owned shares
or having the Company withhold shares. Further, (i) shares issued under the Plan through the settlement, assumption or substitution
of outstanding awards granted by another entity or obligations to grant future awards as a condition of or in connection with
a merger, acquisition or similar transaction involving the Company acquiring another entity shall not reduce the maximum number
of shares of Common Stock available for delivery under the Plan; and (ii) available shares under a shareholder approved plan of
an acquired company (as appropriately adjusted to reflect the transaction) may be used for Awards under the Plan (subject to applicable
stock exchange listing requirements) and will not reduce the maximum number of shares available under the Plan.


 


(d) Adjustments;
Right to Issue Additional Securities: If there is any change in the outstanding shares of Common Stock because of a merger,
consolidation or reorganization involving the Company, or if the Board declares a stock dividend, stock split distributable in
shares of Common Stock, other distribution (other than regular or ordinary cash dividends) or reverse stock split, combination
or reclassification of the Common Stock, or if there is a similar change in the capital stock structure of the Company affecting
the Common Stock (excluding conversion of convertible securities by the Company and/or the exercise of warrants by their holders),
then the number of shares of Common Stock reserved for issuance under the Plan shall be correspondingly adjusted, and the Administrator
shall make such adjustments to Awards or to any provisions of this Plan as the Administrator deems equitable to prevent dilution
or enlargement of Awards or as may otherwise be advisable. Nothing in the Plan, an Award or an Award Agreement shall limit the
ability of the Company to issue additional securities (including but not limited to the issuance of other options or other derivative
securities, warrants, additional shares or classes of Common Stock, preferred stock and/or other convertible securities). 


 






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(e) Substitute
Awards: Substitute Awards shall not reduce the Common Stock authorized for issuance under the Plan or authorized for grant to
Participants in any calendar year. Additionally, in the event that a corporation acquired by the Company or any Subsidiary, or
with which the Company or any Subsidiary, has shares available under a pre-existing plan approved by stockholders and not adopted
in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing
plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used
in such acquisition or combination to determine the consideration payable to the holders of common stock of the entities party
to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the Common Stock authorized for
issuance under the Plan; provided the Awards using such available shares shall not be made after the date awards or grants could
have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals
who were not Employees, Directors or Independent Contractors of the Company or its Subsidiaries immediately before such acquisition
or combination. 


 


		6.	Eligibility



 


An
Award may be granted only to an individual who satisfies all of the following eligibility requirements on the date the Award is
granted:


 


(a) The
individual is either (i) an Employee, (ii) a Director or (iii) an Independent Contractor.


 


(b) With
respect to the grant of Incentive Options, the individual is otherwise eligible to participate under this Section 6, is an Employee
of the Company or a Parent or Subsidiary and does not own, immediately before the time that the Incentive Option is granted, stock
possessing more than 10% of the total combined voting power of all classes of stock of the Company or a Parent or Subsidiary.
Notwithstanding the foregoing, an Employee who owns more than 10% of the total combined voting power of the Company or a Parent
or Subsidiary may be granted an Incentive Option if the Option Price is at least 110% of the Fair Market Value of the Common Stock,
and the Option Period does not exceed five years. For this purpose, an individual will be deemed to own stock which is attributable
to him under Code Section 424(d).


 


(c) With
respect to the grant of Substitute Awards or assumption of awards in connection with a merger, consolidation, acquisition, reorganization
or similar business transaction involving the Company or an Affiliate, the recipient is otherwise eligible to receive the Award
and the terms of the award are consistent with the Plan and Applicable Law (including, to the extent necessary, the federal securities
laws registration provisions, Code Section 409A and Code Section 424(a)).


 


(d) The
individual, being otherwise eligible under this Section 6, is selected by the Administrator as an individual to whom an Award
shall be granted (as defined above, a “Participant”).


 






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		7.	Options



 


(a) Grant
of Options: Subject to the limitations of the Plan, the Administrator may in its discretion grant Options to such eligible
Participants in such numbers, subject to such terms and conditions, and at such times as the Administrator shall determine. Both
Incentive Options and Nonqualified Options may be granted under the Plan, as determined by the Administrator; provided, however,
that Incentive Options may only be granted to Employees of the Company or a Parent or Subsidiary. To the extent that an Option
is designated as an Incentive Option but does not qualify as such under Code Section 422, the Option (or portion thereof) shall
be treated as a Nonqualified Option. An Option may be granted with or without a Related SAR.


 


(b) Option
Price: The Option Price per share at which an Option may be exercised shall be established by the Administrator and stated
in the Award Agreement evidencing the grant of the Option; provided, that (i) the Option Price of an Option shall be no less than
100% of the Fair Market Value per share of the Common Stock as determined on the date the Option is granted (or 110% of the Fair
Market Value with respect to Incentive Options granted to an Employee who owns stock possessing more than 10% of the total combined
voting power of all classes of stock of the Company or a Parent or Subsidiary, as provided in Section 6(b)); and (ii) in no event
shall the Option Price per share of any Option be less than the par value, if any, per share of the Common Stock. Notwithstanding
the foregoing, the Administrator may in its discretion authorize the grant of substitute or assumed options of an acquired entity
with an Option Price not equal to 100% of the Fair Market Value of the stock on the date of grant, if the terms of such substitution
or assumption otherwise comply, to the extent deemed applicable, with Code Section 409A and/or Code Section 424(a).


 


(c) Date
of Grant: An Option shall be considered to be granted on the date that the Administrator acts to grant the Option, or on such
later date as may be established by the Administrator in accordance with Applicable Law.


 


(d) Option
Period and Limitations on the Right to Exercise Options:


 


(i) The
Option Period shall be determined by the Administrator at the time the Option is granted and shall be stated in the Award Agreement.
The Option Period shall not extend more than 10 years from the date on which the Option is granted (or five years with respect
to Incentive Options granted to an Employee who owns stock possessing more than 10% of the total combined voting power of all
classes of stock of the Company or a Parent or Subsidiary, as provided in Section 6(b)). Any Option or portion thereof not exercised
before expiration of the Option Period shall terminate. The period or periods during which, and the terms and conditions pursuant
to which, an Option may vest and become exercisable shall be determined by the Administrator in its discretion, subject to the
terms of the Plan.


 


(ii) An
Option may be exercised by giving written notice to the Company in form acceptable to the Administrator at such place and subject
to such conditions as may be established by the Administrator or its designee. Such notice shall specify the number of shares
to be purchased pursuant to an Option and the aggregate purchase price to be paid therefor and shall be accompanied by payment
of such purchase price. Unless an Award Agreement provides otherwise, such payment shall be in the form of cash or cash equivalent;
provided that, except where prohibited by the Administrator or Applicable Law (and subject to such terms and conditions as may
be established by the Administrator), payment may also be made:


 






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(A) By
delivery (by either actual delivery or attestation) of shares of Common Stock owned by the Participant for such time period, if
any, as may be determined by the Administrator;


 


(B) By
shares of Common Stock withheld upon exercise;


 


(C) With
respect only to purchases upon exercise of an Option after a Public Market for the Common Stock exists, by delivery of written
notice of exercise to the Company and delivery to a broker of written notice of exercise and irrevocable instructions to promptly
deliver to the Company the amount of sale or loan proceeds to pay the Option Price;


 


(D) By
such other payment methods as may be approved by the Administrator and which are acceptable under Applicable Law; or


 


(E) By
any combination of the foregoing methods. 


 


Shares
delivered or withheld in payment on the exercise of an Option shall be valued at their Fair Market Value on the date of exercise,
as determined by the Administrator or its designee. For the purposes of the Plan, a “Public Market” for the Common
Stock shall be deemed to exist (i) upon consummation of a firm commitment underwritten public offering of the Common Stock (or
successor securities thereto) pursuant to an effective registration statement under the Securities Act, or (ii) if the Administrator
otherwise determines that there is an established public market for the Common Stock.


 


(iii) The
Administrator shall determine the extent, if any, to which a Participant may have the right to exercise an Option following termination
of the Participant’s employment or service with the Company. Such rights, if any, shall be subject to the sole discretion
of the Administrator, shall be stated in the individual Award Agreement, need not be uniform among all Options issued pursuant
to this Section 7, and may reflect distinctions based on the reasons for termination of employment or service. The Administrator
also shall have authority, in its sole discretion (taking into account any Code Section 409A considerations), to accelerate the
date for exercising all or any part of an Option which was not otherwise vested and exercisable, extend the period during which
an Option may be exercised, modify the other terms and conditions of exercise, or any combination of the foregoing. 


 


(e) Notice
of Disposition: If shares of Common Stock acquired upon exercise of an Incentive Option are disposed of within two years following
the date of grant or one year following the transfer of such shares to a Participant upon exercise, the Participant shall, promptly
following such disposition, notify the Company in writing of the date and terms of such disposition and provide such other information
regarding the disposition as the Administrator may reasonably require.


 






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(f) Limitation
on Incentive Options: In no event shall there first become exercisable by an Employee in any one calendar year Incentive Options
granted by the Company or any Parent or Subsidiary with respect to shares having an aggregate Fair Market Value (determined at
the time an Incentive Option is granted) greater than $100,000; provided that, if such limit is exceeded, then the first $100,000
of shares to become exercisable in such calendar year will be Incentive Options and the Options (or portion thereof) for shares
with a value in excess of $100,000 that first became exercisable in that calendar year will be Nonqualified Options. In the event
the Code or the regulations promulgated thereunder are amended after the Effective Date of the Plan to provide for a different
limitation on the Fair Market Value of shares permitted to be subject to Incentive Options, then such different limit shall be
automatically incorporated herein. To the extent that any Incentive Options are first exercisable by a Participant in excess of
the limitation described herein, the excess shall be considered a Nonqualified Option. 


 


(g) Nontransferability
of Options: Incentive Options shall not be transferable (including by sale, assignment, pledge or hypothecation) other than
transfers by will or the laws of intestate succession or, in the Administrator’s discretion, such transfers as may otherwise
be permitted in accordance with Treasury Regulation Section 1.421-1(b)(2) or Treasury Regulation Section 1.421-2(c) or any successor
provisions thereto. Nonqualified Options shall not be transferable (including by sale, assignment, pledge or hypothecation) other
than by will or the laws of intestate succession, except for transfers if and to the extent permitted by the Administrator in
a manner consistent with the registration provisions of the Securities Act. Except as may be permitted by the preceding, an Option
shall be exercisable during the Participant’s lifetime only by him or by his guardian or legal representative. The designation
of a beneficiary in accordance with the Plan does not constitute a transfer.


 


(h) Modification,
Extension or Renewal. The Board may modify, extend or renew outstanding Options and authorize the grant of new Options in
substitution therefor, provided that, (a) except as expressly provided for in the Plan or an Award Agreement, any such action
may not, without the written consent of a Participant, impair any of such Participant’s rights under any Option previously
granted and (b) except pursuant to the provisions of Section 7(b) of the Plan, Options issued hereunder will not be repriced,
replaced or regranted through cancellation or by lowering the Exercise Price of a previously granted Award without prior approval
of the Company’s stockholders. Any outstanding Incentive Option that is modified, extended, renewed or otherwise altered
will be treated in accordance with Section 424(h) of the Code.


 


(i) Limitations
on Exercise. The Board may specify a reasonable minimum number of Shares that may be purchased on any exercise of an Option,
provided that such minimum number will not prevent Participant from exercising the Option for the full number of Shares for which
it is then exercisable.


 


(j) No
Disqualification. Notwithstanding any other provision in this Plan, no term of this Plan relating to Incentive Options will
be interpreted, amended or altered, nor will any discretion or authority granted under this Plan be exercised, so as to disqualify
this Plan under Section 422 of the Code or, without the consent of the Participant affected, to disqualify any Incentive Option
under Section 422 of the Code.


 






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(k) Lapsed
Grants. Notwithstanding anything in the Plan to the contrary, the Company may, in its sole discretion, allow the exercise
of a lapsed grant if the Company determines that: (a) the lapse was the result of the Company’s inability to timely execute
the exercise of an Option award prior to its lapse and (b) the Participant made valid and reasonable efforts to exercise the Award.
In the event the Company makes such a determination, the Company shall allow the exercise to occur as promptly as possible following
its receipt of exercise instructions subsequent to such determination; provided, however, that in no event shall
any such exercise be permitted to occur later than the tenth anniversary of the date of grant of such award.


 


		8.	Stock
                                         Appreciation Rights



 


(a) Grant
of SARs: Subject to the limitations of the Plan, the Administrator may in its discretion grant SARs to such eligible Participants,
in such numbers, upon such terms and at such times as the Administrator shall determine. SARs may be granted to the holder of
an Option (a “Related Option”) with respect to all or a portion of the shares of Common Stock subject to the
Related Option (a “Related SAR”) or may be granted separately, without relationship to an Option, to an eligible
individual (a “Freestanding SAR”). The Base Price per share of a SAR shall be no less than 100% of the Fair
Market Value per share of the Common Stock on the date the SAR is granted. Notwithstanding the foregoing, the Administrator may
in its discretion authorize the grant of substitute or assumed SARs of an acquired entity with a Base Price per share not equal
to at least 100% of the Fair Market Value of the stock on the date of grant, if the terms of such substitution or assumption otherwise
comply, to the extent deemed applicable, with Code Section 409A and/or Code Section 424(a). A SAR shall be considered to be granted
on the date that the Administrator acts to grant the SAR, or on such other date as may be established by the Administrator in
accordance with Applicable Law.


 


(b) Related
SARs: A Related SAR may be granted either concurrently with the grant of the Related Option or (if the Related Option is a
Nonqualified Option) at any time thereafter prior to the complete exercise, termination, expiration or cancellation of such Related
Option. The Base Price of a Related SAR shall be equal to the Option Price of the Related Option. Related SARs shall be exercisable
only at the time and to the extent that the Related Option is exercisable (and may be subject to such additional limitations on
exercisability as the Administrator may provide in an Award Agreement), and in no event after the complete termination or full
exercise of the Related Option. Notwithstanding the foregoing, a Related SAR that is related to an Incentive Option may be exercised
only to the extent that the Related Option is exercisable and only when the Fair Market Value exceeds the Option Price of the
Related Option. Upon the exercise of a Related SAR granted in connection with a Related Option, the Option shall be canceled to
the extent of the number of shares as to which the SAR is exercised, and upon the exercise of a Related Option, the Related SAR
shall be canceled to the extent of the number of shares as to which the Related Option is exercised or surrendered.


 


(c) Freestanding
SARs: An SAR may be granted without relationship to an Option (as defined above, a “Freestanding SAR”)
and, in such case, will be exercisable upon such terms and subject to such conditions as may be determined by the Administrator,
subject to the terms of the Plan.


 






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(d) Exercise
of SARs:


 


(i) Subject
to the terms of the Plan, SARs shall be vested and exercisable in whole or in part upon such terms and conditions as may be established
by the Administrator. The period during which a SAR may be exercisable shall not exceed 10 years from the date of grant or, in
the case of Related SARs, such shorter Option Period as may apply to the Related Option. Any SAR or portion thereof not
exercised before expiration of the period established by the Administrator shall terminate. 


 


(ii) SARs
may be exercised by giving written notice to the Company in form acceptable to the Administrator at such place and subject to
such terms and conditions as may be established by the Administrator or its designee. Unless the Administrator determines otherwise,
the date of exercise of a SAR shall mean the date on which the Company shall have received proper notice from the Participant
of the exercise of such SAR.


 


(iii) The
Administrator shall determine the extent, if any, to which a Participant may have the right to exercise a SAR following termination
of the Participant’s employment or service with the Company. Such rights, if any, shall be determined in the sole discretion
of the Administrator, shall be stated in the individual Award Agreement, need not be uniform among all SARs issued pursuant to
this Section 8, and may reflect distinctions based on the reasons for termination of employment or service. The Administrator
also may, in its sole discretion (taking into account any Code Section 409A considerations), accelerate the date for exercising
all or any part of a SAR which was not otherwise exercisable on the Termination Date, extend the period during which a SAR may
be exercised, modify the terms and conditions to exercise, or any combination of the foregoing.


 


(e) Payment
Upon Exercise: Subject to the limitations of the Plan, upon the exercise of a SAR, a Participant shall be entitled to receive
payment from the Company in an amount determined by multiplying (i) the excess, if any, of the Fair Market Value of a share of
Common Stock on the date of exercise of the SAR over the Base Price of the SAR, by (ii) the number of shares of Common Stock with
respect to which the SAR is being exercised. The consideration payable upon exercise of a SAR shall be paid in cash, shares of
Common Stock (valued at Fair Market Value on the date of exercise of the SAR) or a combination of cash and shares of Common Stock,
as determined by the Administrator.


 


(f) Nontransferability:
Unless the Administrator determines otherwise, SARs shall not be transferable (including by sale, assignment, pledge or hypothecation)
other than by will or the laws of intestate succession, except for transfers if and to the extent permitted by the Administrator
in a manner consistent with the registration provisions of the Securities Act. Except as may be permitted by the preceding sentence,
SARs may be exercised during the Participant’s lifetime only by him or by his guardian or legal representative. The designation
of a beneficiary in accordance with the Plan does not constitute a transfer.


 






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		9.	Restricted
                                         Awards



 


(a) Grant
of Restricted Awards: Subject to the limitations of the Plan, the Administrator may in its discretion grant Restricted Awards
to such eligible Participants, for such numbers of shares of Common Stock, upon such terms and at such times as the Administrator
shall determine. Such Restricted Awards may be in the form of Restricted Stock Awards and/or Restricted Stock Units that are subject
to certain conditions, which conditions must be met in order for the Restricted Award to vest and be earned (in whole or in part)
and no longer subject to forfeiture. Restricted Stock Awards shall be payable in shares of Common Stock. Restricted Stock Units
shall be payable in cash or shares of Common Stock, or partly in cash and partly in shares of Common Stock, in accordance with
the terms of the Plan and the discretion of the Administrator. The Administrator shall determine the nature, length and starting
date of the period, if any, during which a Restricted Award may be earned (the “Restriction Period”), and shall
determine the conditions which must be met in order for a Restricted Award to be granted or to vest or be earned (in whole or
in part), which conditions may include, but are not limited to, payment of a stipulated purchase price, attainment of performance
objectives, continued service or employment for a certain period of time, a combination of attainment of performance objectives
and continued service, Retirement, Displacement, Disability, death, or any combination of such conditions. In the case of Restricted
Awards based upon performance criteria, or a combination of performance criteria and continued service, the Administrator shall
determine the Performance Measures applicable to such Restricted Awards (subject to Section 1(ii)). 


 


(b) Vesting
of Restricted Awards: Subject to the terms of the Plan (and taking into account any Code Section 409A considerations), the
Administrator shall have sole authority to determine whether and to what degree Restricted Awards have vested and been earned
and are payable and to establish and interpret the terms and conditions of Restricted Awards. The Administrator, in its sole discretion,
may (subject to any Code Section 409A considerations) accelerate the date that any Restricted Award granted to a Participant shall
be deemed to be vested or earned in whole or in part, without any obligation to accelerate such date with respect to other Restricted
Awards granted to any Participant.


 


(c) Termination
of Employment or Service; Forfeiture: Unless the Administrator determines otherwise, if the employment or service of a Participant
shall be terminated for any reason (whether by the Company or the Participant and whether voluntary or involuntary) and all or
any part of a Restricted Award has not vested or been earned pursuant to the terms of the Plan and related Award Agreement, such
Award, to the extent not then vested or earned, shall be forfeited immediately upon such termination and the Participant shall
have no further rights with respect thereto. 


 


(d) Share
Certificates; Escrow: Unless the Administrator determines otherwise, a certificate or certificates representing the shares
of Common Stock subject to a Restricted Stock Award shall be issued in the name of the Participant (or, in the case of uncertificated
shares, other written evidence of ownership in accordance with Applicable Law shall be provided) after the Award has been granted.
Notwithstanding the foregoing, the Administrator may require that (i) a Participant deliver the certificate(s) (or other instruments)
for such shares to the Administrator or its designee to be held in escrow until the Restricted Stock Award vests and is no longer
subject to a substantial risk of forfeiture (in which case the shares will be promptly released to the Participant) or is forfeited
(in which case the shares shall be returned to the Company); and/or (ii) a Participant deliver to the Company a stock power, endorsed
in blank (or similar instrument), relating to the shares subject to the Restricted Stock Award which are subject to forfeiture.
Unless the Administrator determines otherwise, a certificate or certificate representing shares of Common Stock issuable pursuant
to a Restricted Stock Unit shall be issued in the name of the Participant (or, in the case of uncertificated shares, other written
evidence of ownership in accordance with Applicable Law shall be provided) promptly after the Award (or portion thereof) has vested
and is distributable.


 






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(e) Nontransferability:
Unless the Administrator determines otherwise, Restricted Awards that have not vested shall not be transferable (including by
sale, assignment, pledge or hypothecation) other than transfers by will or the laws of intestate succession, and the recipient
of a Restricted Award shall not sell, transfer, assign, pledge or otherwise encumber shares subject to the Award until the Restriction
Period has expired and until all conditions to vesting have been met. The designation of a beneficiary in accordance with the
Plan does not constitute a transfer.


 


		10.	Performance
                                         Awards



 


(a) Grant
of Performance Awards: Subject to the terms of the Plan, the Administrator may in its discretion grant Performance Awards
to such eligible Participants upon such terms and conditions and at such times as the Administrator shall determine. Performance
Awards may be in the form of Performance Shares and/or Performance Units. An Award of a Performance Share is a grant of a right
to receive shares of Common Stock, the cash value thereof, or a combination thereof (in the Administrator’s discretion),
which is contingent upon the achievement of performance or other objectives during a specified period and which has a value on
the date of grant equal to the Fair Market Value of a share of Common Stock. An Award of a Performance Unit is a grant of a right
to receive shares of Common Stock or a designated dollar value amount of Common Stock which is contingent upon the achievement
of performance or other objectives during a specified period, and which has an initial value determined in a dollar amount established
by the Administrator at the time of grant. Subject to Section 5(b), the Administrator shall have discretion to determine the number
of Performance Units and/or Performance Shares granted to any Participant. The Administrator shall determine the nature, length
and starting date of the period during which a Performance Award may be earned (the “Performance Period”),
and shall determine the conditions which must be met in order for a Performance Award to be granted or to vest or be earned (in
whole or in part), which conditions may include but are not limited to payment of a stipulated purchase price, attainment of performance
objectives, continued service or employment for a certain period of time, or a combination of any such conditions. Subject to
Section 1(ii), the Administrator shall determine the Performance Measures to be used in valuing Performance Awards.


 


(b) Earning
of Performance Awards: Subject to the terms of the Plan (and taking into account any Code Section 409A considerations), the
Administrator shall have sole authority to determine whether and to what degree Performance Awards have been earned and are payable
and to interpret the terms and conditions of Performance Awards and the provisions of Section 10. The Administrator, in its sole
discretion, may (subject to any Code Section 409A considerations) accelerate the date that any Performance Award granted to a
Participant shall be deemed to be earned in whole or in part, without any obligation to accelerate such date with respect to other
Awards granted to any Participant.


 






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(c) Form
of Payment: Payment of the amount to which a Participant shall be entitled upon earning a Performance Award shall be made
in cash, shares of Common Stock, or a combination of cash and shares of Common Stock, as determined by the Administrator in its
sole discretion. Payment may be made in a lump sum or upon such terms as may be established by the Administrator (taking into
account any Code Section 409A considerations).


 


(d) Termination
of Employment or Service; Forfeiture: Unless the Administrator determines otherwise (taking into account any Code Section
409A considerations), if the employment or service of a Participant shall terminate for any reason (whether by the Company or
the Participant and whether voluntary or involuntary) and the Participant has not earned all or part of a Performance Award pursuant
to the terms of the Plan and related Award Agreement, such Award, to the extent not then earned, shall be forfeited immediately
upon such termination and the Participant shall have no further rights with respect thereto.


 


(e) Nontransferability:
Unless the Administrator determines otherwise, Performance Awards which have not been earned shall not be transferable (including
by sale, assignment, pledge or hypothecation) other than transfers by will or the laws of intestate succession, and the recipient
of a Performance Award shall not sell, transfer, assign, pledge or otherwise encumber any shares or any other benefit subject
to the Award until the Performance Period has expired and the conditions to earning the Award have been met. The designation of
a beneficiary in accordance with the Plan does not constitute a transfer.


 


		11.	Phantom
                                         Stock Awards



 


(a) Grant
of Phantom Stock Awards: Subject to the terms of the Plan, the Administrator may in its discretion grant Phantom Stock Awards
to such eligible Participants, in such numbers, upon such terms and at such times as the Administrator shall determine. A Phantom
Stock Award is an Award to a Participant of a number of hypothetical share units with respect to shares of Common Stock, with
a value based on the Fair Market Value of a share of Common Stock.


 


(b) Vesting
of Phantom Stock Awards: Subject to the terms of the Plan (and taking into account any Code Section 409A considerations),
the Administrator shall have sole authority to determine whether and to what degree Phantom Stock Awards have vested and are payable
and to interpret the terms and conditions of Phantom Stock Awards. The Administrator, in its sole discretion, may (subject to
any Code Section 409A considerations) accelerate the date that any Phantom Stock Award granted to a Participant shall be deemed
to be earned in whole or in part, without any obligation to accelerate such date with respect to other Awards granted to any Participant.


 


(c) Termination
of Employment or Service; Forfeiture: Unless the Administrator determines otherwise (taking into account any Code Section
409A considerations), if the employment or service of a Participant shall be terminated for any reason (whether by the Company
or the Participant and whether voluntary or involuntary) and all or any part of a Phantom Stock Award has not vested and become
payable pursuant to the terms of the Plan and related Award Agreement, such Award, to the extent not then vested or earned, shall
be forfeited immediately upon such termination and the Participant shall have no further rights with respect thereto.


 






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(d) Payment
of Phantom Stock Awards: Upon vesting of all or a part of a Phantom Stock Award and satisfaction of such other terms and conditions
as may be established by the Administrator, the Participant shall be entitled to a payment of an amount equal to the Fair Market
Value of one share of Common Stock with respect to each such Phantom Stock unit which has vested and is payable. Payment may be
made, in the discretion of the Administrator, in cash or in shares of Common Stock valued at their Fair Market Value on the applicable
vesting date or dates (or other date or dates determined by the Administrator), or in a combination thereof. Payment may be made
in a lump sum or upon such terms as may be established by the Administrator (taking into account any Code Section 409A considerations).


 


(e) Nontransferability:
Unless the Administrator determines otherwise, (i) Phantom Stock Awards shall not be transferable (including by sale, assignment,
pledge or hypothecation) other than transfers by will or the laws of intestate succession and (ii) shares of Common Stock (if
any) subject to a Phantom Stock Award may not be sold, transferred, assigned, pledged or otherwise encumbered until the Phantom
Stock Award has vested and all other conditions established by the Administrator have been met. The designation of a beneficiary
in accordance with the Plan does not constitute a transfer.


 


		12.	Other
                                         Stock-Based Awards



 


The
Administrator shall have the authority to grant Other Stock-Based Awards to one or more eligible Participants. Such Other Stock-Based
Awards may be valued in whole or in part by reference to, or otherwise based on or related to, shares of Common Stock or Awards
for shares of Common Stock, including but not limited to Other Stock-Based Awards granted in lieu of bonus, salary or other compensation,
Other Stock-Based Awards granted with vesting or performance conditions, and/or Other Stock-Based Awards granted without being
subject to vesting or performance conditions. Subject to the provisions of the Plan, the Administrator shall determine the number
of shares of Common Stock to be awarded to a Participant under (or otherwise related to) such Other Stock-Based Awards; whether
such Other Stock-Based Awards shall be settled in cash, shares of Common Stock or a combination of cash and shares of Common Stock;
and the other terms and conditions of such Awards. Unless the Administrator determines otherwise, (i) Other Stock-Based Awards
shall not be transferable (including by sale, assignment, pledge or hypothecation) other than transfers by will or the laws of
intestate succession, and (ii) shares of Common Stock (if any) subject to an Other Stock-Based Award may not be sold, transferred,
assigned, pledged or otherwise encumbered until the Other Stock-Based Award has vested and all other conditions established by
the Administrator have been met. The designation of a beneficiary in accordance with the Plan does not constitute a transfer.


 






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		13.	Dividends
                                         and Dividend Equivalents



 


The
Administrator may, in its sole discretion, provide that Awards other than Options and SARs earn dividends or dividend equivalents.
Such dividends or dividend equivalents may be paid currently or may be credited to a Participant’s account. Any crediting
of dividends or dividend equivalents may be subject to such additional restrictions and conditions as the Administrator may establish,
including reinvestment in additional shares of Common Stock or share equivalents. Notwithstanding the other provisions herein,
any dividends or dividend equivalent rights related to an Award shall be structured in a manner so as to avoid causing the Award
and related dividends or dividend equivalents to be subject to Code Section 409A or shall otherwise be structured so that the
Award and dividends or dividend equivalents are in compliance with Code Section 409A.


 


		14.	Change
                                         of Control



 


The
Administrator shall (taking into account any Code Section 409A considerations) have sole discretion to determine at any time the
effect, if any, on an Award, including but not limited to the vesting, earning and/or exercisability of an Award (in whole or
in part), in the event of a Change of Control. Without limiting the effect of the foregoing, the Administrator’s discretion
shall include, but shall in no way be limited to, the discretion to determine with respect to all or any portion of an Award that
(a) the Award shall vest, be earned and/or become exercisable upon a Change of Control, (b) vesting, earning and/or
exercisability of the Award shall accelerate upon a Change of Control, (c) exercise of the Award must occur, if at all, within
time period(s) specified by the Administrator, after which time period(s) the Award shall, unless the Administrator determines
otherwise, terminate, (d) the Award shall be assumed or substituted for another award, (e) the Award shall be cancelled
without the payment of consideration, (f) the Award shall be cancelled in exchange for a cash payment or other consideration
in an amount determined by the Administrator, (g)  the Award shall be subject to such treatment (including but not limited
to cancellation, cashout, assumption or substitution) as is provided under the terms of the agreement or other instrument establishing
terms of the Change of Control transaction (e.g., a merger agreement); and/or (h) other actions (or no action) shall be taken
with respect to the Award. The Administrator also has discretion to determine that acceleration or any other effect of a Change
of Control on an Award shall be subject to both the occurrence of a Change of Control event and termination of employment or service
of the Participant upon such terms and conditions as may be established by the Administrator. Any such determinations of the Administrator
may be, but shall not be required to be, stated in an individual Award Agreement.


 


		15.	Withholding



 


The
Company shall withhold all required local, state, federal, foreign and other taxes and any other amount required to be withheld
by any governmental authority or law from any amount payable in cash with respect to an Award. Prior to the delivery or transfer
of any certificate for shares or any other benefit conferred under the Plan, the Company shall require any Participant or other
person to pay to the Company in cash the amount of any tax or other amount required by any governmental authority to be withheld
and paid over by the Company to such authority for the account of such recipient. Notwithstanding the foregoing, the Administrator
may in its discretion establish procedures to permit a recipient to satisfy such obligation in whole or in part, and any local,
state, federal, foreign or other income tax obligations relating to such an Award, by electing (the “election”)
to have the Company withhold shares of Common Stock from the shares to which the recipient is otherwise entitled. The number of
shares to be withheld shall have a Fair Market Value as of the date that the amount of tax to be withheld is determined as nearly
equal as possible to (but not exceeding) the amount of such obligations being satisfied. Each election must be made in writing
to the Administrator in accordance with election procedures established by the Administrator.


 






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		16.	Amendment
                                         and Termination of the Plan and Awards



 


(a) Amendment
and Termination of Plan: The Plan may be amended, altered, suspended and/or terminated at any time by the Board; provided,
that approval of an amendment to the Plan by the shareholders of the Company shall be required to the extent, if any, that shareholder
approval of such amendment is required by Applicable Law.


 


(b) Amendment
and Termination of Awards: The Administrator may amend, alter, suspend and/or terminate any Award granted under the Plan,
prospectively or retroactively, but (except as otherwise provided in Section 16(c) or Section 16(d)) such amendment, alteration,
suspension or termination of an Award shall not, without the written consent of the recipient of an outstanding Award, materially
adversely affect the rights of the recipient with respect to the Award.


 


(c) Unilateral
Authority of Administrator to Modify Plan and Awards: Notwithstanding Section 16(a) and Section 16(b) herein, the following
provisions shall apply: 


 


(i) The
Administrator shall have unilateral authority to amend the Plan and any Award (without Participant consent) to the extent necessary
to comply with Applicable Law or changes to Applicable Law (including but in no way limited to Code Section 409A, Code Section
422 and federal securities laws).


 


(ii) The
Administrator shall have unilateral authority to make adjustments to the terms and conditions of Awards in recognition of unusual
or nonrecurring events affecting the Company or any Affiliate, or the financial statements of the Company or any Affiliate, or
of changes in Applicable Law, or accounting principles, if the Administrator determines that such adjustments are appropriate
in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan
or necessary or appropriate to comply with applicable accounting principles or Applicable Law.


 


(d) Cash
Settlement: Notwithstanding any provision of the Plan, an Award or an Award Agreement to the contrary, the Administrator shall
have unilateral discretion to cause any Award (or portion thereof) granted under the Plan to be canceled in consideration of an
alternative award or cash payment of an equivalent cash value, as determined by the Administrator in its sole discretion, made
to the holder of such canceled Award. Without in any way limiting the authority of the Administrator described in the preceding
sentence, in the case of Options and SARs, the Administrator may determine that (i) the difference between the Fair Market Value
per share of the Common Stock at the time of cancellation (or as of such other date determined by the Administrator) and the Option
Price or Base Price, as the case may be, shall constitute an equivalent cash value, and (ii) if the calculation described in Section
16(d)(i) herein does not result in a positive number, the Option or SAR, as the case may be, may be canceled for no consideration.


 






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		17.	Restrictions
                                         on Awards and Shares; Compliance with Applicable Law 



 


(a) General:
As a condition to the issuance and delivery of Common Stock hereunder, or the grant of any benefit pursuant to the Plan, the Company
may require a Participant or other person at any time and from time to time to become a party to an Award Agreement, other agreement(s)
restricting the transfer, purchase, repurchase and/or voting of shares of Common Stock of the Company, and any employment agreements,
consulting agreements, noncompetition agreements, confidentiality agreements, nonsolicitation agreements, nondisparagement agreements
or other agreements imposing such restrictions as may be required by the Company. In addition, without in any way limiting the
effect of the foregoing, each Participant or other holder of shares issued under the Plan shall be permitted to transfer such
shares only if such transfer is in accordance with the Plan, the Award Agreement, any other applicable agreements and Applicable
Law. The acquisition of shares of Common Stock under the Plan by a Participant or any other holder of shares shall be subject
to, and conditioned upon, the agreement of the Participant or other holder of such shares to the restrictions described in the
Plan, the Award Agreement and any other applicable agreements and Applicable Law.


 


(b) Compliance
with Applicable Law, Rules and Regulations: The Company may impose such restrictions on Awards, shares of Common Stock and
any other benefits underlying Awards hereunder as it may deem advisable, including without limitation restrictions under the federal
securities laws, the requirements of any stock exchange or similar organization and any blue sky, state or foreign securities
or other laws applicable to such securities. Notwithstanding any other Plan provision to the contrary, the Company shall not be
obligated to issue, deliver or transfer shares of Common Stock under the Plan, make any other distribution of benefits under the
Plan, or take any other action, unless such delivery, distribution or action is in compliance with Applicable Law (including but
not limited to the requirements of the Securities Act). The Company will be under no obligation to register shares of Common Stock
or other securities with the Securities and Exchange Commission or to effect compliance with the exemption, registration, qualification
or listing requirements of any state securities laws, stock exchange or similar organization, and the Company will have no liability
for any inability or failure to do so. The Company may cause a restrictive legend or legends to be placed on any certificate issued
pursuant to an Award hereunder in such form as may be prescribed from time to time by Applicable Law or as may be advised by legal
counsel.


 


		18.	No
                                         Right or Obligation of Continued Employment or Service or to Awards; Compliance with
                                         the Plan



 


Neither
the Plan, an Award, an Award Agreement nor any other action related to the Plan shall confer upon a Participant any right to continue
in the employ or service of the Company or an Affiliate as an Employee, Director or Independent Contractor, or to interfere in
any way with the right of the Company or an Affiliate to terminate the Participant’s employment or service at any time.
Except as otherwise provided in the Plan, an Award Agreement or as may be determined by the Administrator, all rights of a Participant
with respect to an Award shall terminate upon the termination of the Participant’s employment or service. In addition, no
person shall have any right to be granted an Award, and the Company shall have no obligation to treat Participants or Awards uniformly.
By participating in the Plan, each Participant shall be deemed to have accepted all of the conditions of the Plan and the terms
and conditions of any rules and regulations adopted by the Administrator and shall be fully bound thereby. Any Award granted hereunder
is not intended to be compensation of a continuing or recurring nature, or part of a Participant’s normal or expected compensation,
and in no way represents any portion of a Participant’s salary, compensation or other remuneration for purposes of pension
benefits, severance, redundancy, resignation or any other purpose.


 






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		19.	General
                                         Provisions



 


(a) Shareholder
Rights: Except as otherwise determined by the Administrator (and subject to the provisions of Section 9(d) regarding Restricted
Awards), a Participant and his legal representative, legatees or distributees shall not be deemed to be the holder of any shares
of Common Stock subject to an Award and shall not have any rights of a shareholder unless and until certificates for such shares
have been issued and delivered to him or them under the Plan. A certificate or certificates for shares of Common Stock acquired
upon exercise of an Option or SAR shall be issued in the name of the Participant or his beneficiary and distributed to the Participant
or his beneficiary (or, in the case of uncertificated shares, other written notice of ownership in accordance with Applicable
Law shall be provided) as soon as practicable following receipt of notice of exercise and, with respect to Options, payment of
the Option Price (except as may otherwise be determined by the Company in the event of payment of the Option Price pursuant to
Section 7(d)(ii)(C)). Except as otherwise provided in Section 9(d) regarding Restricted Stock Awards or otherwise determined by
the Administrator, a certificate for any shares of Common Stock issuable pursuant to a Restricted Award, Performance Award, Phantom
Stock Award or Other Stock-Based Award shall be issued in the name of the Participant or his beneficiary and distributed to the
Participant or his beneficiary (or, in the case of uncertificated shares, other written notice of ownership in accordance with
Applicable Law shall be provided) after the Award (or portion thereof) has vested and been earned.


 


(b)
Section 16(b) Compliance: If and to the extent that any Participants in the Plan are subject to Section 16(b) of the Exchange
Act, it is the general intention of the Company that transactions under the Plan shall comply with Rule 16b-3 under the Exchange
Act and that the Plan shall be construed in favor of such Plan transactions meeting the requirements of Rule 16b-3 or any successor
rules thereto. Notwithstanding anything in the Plan to the contrary, the Administrator, in its sole and absolute discretion, may
bifurcate the Plan so as to restrict, limit or condition the use of any provision of the Plan to Participants who are officers
or directors subject to Section 16 of the Exchange Act without so restricting, limiting or conditioning the Plan with respect
to other Participants.


 


(c) Code
Section 162(m) Performance-Based Compensation. If and to the extent to which Code Section 162(m) is applicable, the Company
intends that compensation paid under the Plan to Covered Employees will, to the extent practicable, constitute “qualified
performance-based compensation” within the meaning of Code Section 162(m), unless otherwise determined by the Administrator.
Accordingly, Awards granted to Covered Employees which are intended to qualify for the performance-based exception under Code
Section 162(m) shall be deemed to include any such additional terms, conditions, limitations and provisions as are necessary to
comply with the performance-based compensation exemption of Code Section 162(m), unless the Administrator, in its discretion,
determines otherwise. 


 






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(d) Unfunded
Plan; No Effect on Other Plans:


 


(i) The
Plan shall be unfunded, and the Company shall not be required to create a trust or segregate any assets that may at any time be
represented by Awards under the Plan. The Plan shall not establish any fiduciary relationship between the Company and any Participant
or other person. Neither a Participant nor any other person shall, by reason of the Plan, acquire any right in or title to any
assets, funds or property of the Company or any Affiliate, including, without limitation, any specific funds, assets or other
property which the Company or any Affiliate, in their discretion, may set aside in anticipation of a liability under the Plan.
A Participant shall have only a contractual right to shares of Common Stock or other amounts, if any, payable under the Plan,
unsecured by any assets of the Company or any Affiliate. Nothing contained in the Plan shall constitute a guarantee that the assets
of such entities shall be sufficient to pay any benefits to any person.


 


(ii) The
amount of any compensation deemed to be received by a Participant pursuant to an Award shall not constitute compensation with
respect to which any other employee benefits of such Participant are determined, including, without limitation, benefits under
any bonus, pension, profit sharing, life insurance or salary continuation plan, except as otherwise specifically provided by the
terms of such plan or as may be determined by the Administrator.


 


(iii) The
adoption of the Plan shall not affect any other stock incentive or other compensation plans in effect for the Company or any Affiliate,
nor shall the Plan preclude the Company from establishing any other forms of stock incentive or other compensation for employees
or service providers of the Company or any Affiliate.


 


(e) Governing
Law: The Plan shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to the
conflict of laws provisions of any state, and in accordance with applicable federal laws of the United States.


 


(f) Beneficiary
Designation: The Administrator may, in its discretion, permit a Participant to designate in writing a person or persons as
beneficiary, which beneficiary shall be entitled to receive settlement of Awards (if any) to which the Participant is otherwise
entitled in the event of death. In the absence of such designation by a Participant, and in the event of the Participant’s
death, the estate of the Participant shall be treated as beneficiary for purposes of the Plan, unless the Administrator determines
otherwise. The Administrator shall have discretion to approve and interpret the form or forms of such beneficiary designation.
A beneficiary, legal guardian, legal representative or other person claiming any rights pursuant to the Plan is subject to all
terms and conditions of the Plan and any Award Agreement applicable to the Participant, except to the extent that the Plan and/or
Award Agreement provide otherwise, and to any additional restrictions deemed necessary or appropriate by the Administrator.


 






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(g) Gender
and Number: Except where otherwise indicated by the context, words in any gender shall include any other gender, words in
the singular shall include the plural and words in the plural shall include the singular.


 


(h) Severability:
If any provision of the Plan or an Award Agreement shall be held illegal or invalid for any reason, such illegality or invalidity
shall not affect the remaining parts of the Plan or the Award Agreement, and the Plan or the Award Agreement shall be construed
and enforced as if the illegal or invalid provision had not been included.


 


(i) Rules
of Construction: Headings are given to the sections of the Plan solely as a convenience to facilitate reference. The reference
to any statute, regulation or other provision of law shall (unless the Administrator determines otherwise) be construed to refer
to any amendment to or successor of such provision of law.


 


(j) Successors
and Assigns: The Plan shall be binding upon the Company, its successors and assigns, and Participants, their executors, administrators
and permitted transferees and beneficiaries.


 


(k) Award
Agreement: The grant of any Award under the Plan shall be evidenced by an Award Agreement between the Company and the Participant.
Such Award Agreement may state terms, conditions and restrictions applicable to the Award and any may state such other terms,
conditions and restrictions, including but not limited to terms, conditions and restrictions applicable to shares of Common Stock
(or other benefits) subject to an Award, as may be established by the Administrator.


 


(l) Right
of Offset: Notwithstanding any other provision of the Plan or an Award Agreement, the Company may at any time (subject to
any Code Section 409A considerations) reduce the amount of any payment or benefit otherwise payable to or on behalf of a Participant
by the amount of any obligation of the Participant to or on behalf of the Company or an Affiliate that is or becomes due and payable.


 


(m) Uncertified
Shares: Notwithstanding anything in the Plan to the contrary, to the extent the Plan provides for the issuance of stock certificates
to reflect the issuance of shares of Common Stock, the issuance may, in the Company’s discretion, be effected on a non-certificated
basis, to the extent not prohibited by the Company’s articles of incorporation or bylaws or by Applicable Law (including
but not limited to applicable state corporate law and the applicable rules of any stock exchange on which the Common Stock may
be traded).


 


(n) Income
and Other Taxes: Participants are solely responsible and liable for the satisfaction of all taxes and penalties that may arise
in connection with Awards (including but not limited to any taxes arising under Code Section 409A), and the Company shall not
have any obligation to indemnify or otherwise hold any Participant harmless from any or all of such taxes. The Company shall have
no responsibility to take or refrain from taking any actions in order to achieve a certain tax result for a Participant or any
other person.


 


(o) Effect
of Certain Changes in Status: Notwithstanding the other terms of the Plan or an Award Agreement, the Administrator has sole
discretion to determine (taking into account any Code Section 409A considerations), at the time of grant of an Award or at any
time thereafter, the effect, if any, on Awards (including but not limited to modifying the vesting, exercisability and/or earning
of Awards) granted to a Participant if the Participant’s status as an Employee, Director or Independent Contractor changes,
including but not limited to a change from full-time to part-time, or vice versa, or if other similar changes in the nature or
scope of the Participant’s employment or service occur. 


 






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(p) Shareholder
Approval: The Plan is subject to approval by the shareholders of the Company, which approval must occur, if at all, within
12 months of the Effective Date of the Plan. Awards granted prior to such shareholder approval shall be conditioned upon and shall
be effective only upon approval of the Plan by such shareholders on or before such date.


 


(q) Deferrals:
Subject to the provisions of this Section 19(q) and Section 20, the Administrator may permit or require a Participant to defer
such Participant’s receipt of the payment of cash or the delivery of shares of Common Stock that would otherwise be payable
with respect to an Award. Any such deferral shall be subject to such terms and conditions as may be established by the Administrator
and to any applicable Code Section 409A requirements. 


 


(r) Fractional
Shares: Except as otherwise provided in an Award Agreement or determined by the Administrator, (i) the total number of shares
issuable pursuant to the exercise, vesting or earning of an Award shall be rounded down to the nearest whole share, and (ii) no
fractional shares shall be issued. The Administrator may, in its discretion, determine that a fractional share shall be settled
in cash. 


 


(s) Compliance
with Recoupment, Ownership and Other Policies or Agreements: Notwithstanding anything in the Plan to the contrary, the Administrator
may, at any time, consistent with, but without limiting, the authority granted in Section 3(b) herein, in its discretion provide
that an Award or benefits related to an Award shall be forfeited and/or recouped if the Participant, during employment or service
or following termination of employment or service for any reason, engages in certain specified conduct, including but not limited
to violation of policies of the Company or an Affiliate, breach of non-solicitation, noncompetition, confidentiality or other
restrictive covenants, or other conduct by the Participant that is determined by the Administrator to be detrimental to the business
or reputation of the Company or any Affiliate. In addition, without limiting the effect of the foregoing, as a condition to the
grant of an Award or receipt or retention of shares of Common Stock, cash or any other benefit under the Plan, the Administrator
may, at any time, require that a Participant agree to abide by any equity retention policy, stock ownership guidelines, compensation
recovery policy and/or other policies adopted by the Company or an Affiliate, each as in effect from time to time and to the extent
applicable to the Participant. Further, each Participant shall be subject to such compensation recovery, recoupment, forfeiture
or other similar provisions as may apply under Applicable Law.


 


(t) Nonexclusivity
of the Plan. Neither the adoption of this Plan by the Board, the submission of this Plan to the stockholders of the Company
for approval, nor any provision of this Plan will be construed as creating any limitations on the power of the Board to adopt
such incentive arrangements as it may deem desirable, including, without limitation, the granting of stock options and bonuses
otherwise than under this Plan, and such arrangements may be either generally applicable or applicable only in specific cases.


 






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(u) Employees
Based Outside of the United States. Notwithstanding any provision of the Plan to the contrary, in order to foster and promote
achievement of the purposes of the Plan or to comply with provisions of laws in other countries in which the Company and its Subsidiaries
operate or have employees, the Board, in its sole discretion, shall have the power and authority to (i) determine which employees
employed outside the United States are eligible to participate in the Plan, (ii) modify the terms and conditions of Awards granted
to employees who are employed outside the United States, and (iii) establish subplans (through the addition of schedules to the
Plan or otherwise), modify option exercise procedures and other terms and procedures to the extent such actions may be necessary
or advisable.


 


(v) Adjustment
of Performance Goals and Targets. Notwithstanding any provision of the Plan to the contrary, the Board shall have the authority
to adjust any performance-based goals and targets or other performance-based criteria established with respect to any Award under
the Plan if circumstances occur (including, but not limited to, unusual or nonrecurring events, changes in tax laws or accounting
principles or practices or changed business or economic conditions) that cause any such performance-based goals and targets or
performance-based criteria to be inappropriate in the judgment of the Board; provided, that with respect to any Award that is
intended to qualify for the “performance-based compensation” exception under Section 162(m) of the Code and the regulations
thereunder, any adjustment by the Board shall be consistent with the requirements of Section 162(m) of the Code and the regulations
thereunder.


 


		20.	Compliance
                                         with Code Section 409A



 


Notwithstanding
any other provision in the Plan or an Award Agreement to the contrary, if and to the extent that Code Section 409A is deemed to
apply to the Plan or any Award, it is the general intention of the Company that the Plan and all such Awards shall, to the extent
practicable, comply with, or be exempt from, Code Section 409A, and the Plan and any such Award Agreement shall, to the extent
practicable, be construed in accordance therewith. Deferrals of shares or any other benefit issuable pursuant to an Award otherwise
exempt from Code Section 409A in a manner that would cause Code Section 409A to apply shall not be permitted unless such deferrals
are in compliance with, or exempt from, Code Section 409A. In the event that the Company (or a successor thereto) has any stock
which is publicly traded on an established securities market or otherwise, distributions that are subject to Code Section 409A
to any Participant who is a “specified employee” (as defined under Code Section 409A) upon a separation from service
may only be made following the expiration of the six-month period after the date of separation from service (as defined under
Code Section 409A) (with such distributions to be made during the seventh month following separation of service), or, if earlier
than the end of the six-month period, the date of death of the specified employee, or as otherwise permitted under Code Section
409A. For purposes of Code Section 409A, each installment payment provided under the Plan or an Award Agreement shall be treated
as a separate payment. Without in any way limiting the effect of any of the foregoing, (i) in the event that Code Section 409A
requires that any special terms, provisions or conditions be included in the Plan or any Award Agreement, then such terms, provisions
and conditions shall, to the extent practicable, be deemed to be made a part of the Plan or Award Agreement, as applicable, and
(ii) terms used in the Plan or an Award Agreement shall be construed in accordance with Code Section 409A if and to the extent
required. Further, in the event that the Plan or any Award shall be deemed not to comply with Code Section 409A, then neither
the Company, the Administrator nor its or their designees or agents shall be liable to any Participant or other person for actions,
decisions or determinations made in good faith.


 


 


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