DIANA SHIPPING INC.


2014 EQUITY INCENTIVE PLAN

(AS AMENDED AND RESTATED EFFECTIVE JANUARY 8, 2021)


ARTICLE I

General


1.1          
 Purpose


The Diana
Shipping Inc. 2014 Equity Incentive Plan, as amended and restated effective
January 8, 2021 (the “Plan”) is designed to provide certain Key Persons (as
defined below), whose initiative and efforts are deemed to be important to the
successful conduct of the business of Diana Shipping Inc. (the “Company”), with
incentives to (a) enter into and remain in the service of the Company, or any
Subsidiary, or Affiliate, (b) acquire a proprietary interest in the success of
the Company, (c) maximize their performance in respect of the provision of
their services to the Company, a Subsidiary and/or an Affiliate (as such terms
are defined below) and (d) enhance the long-term performance of the Company.


1.2          
 Administration


(a)        Administration. 
The Plan shall be administered by the Compensation Committee of the Company’s
Board of Directors (the “Board”) or such other committee of the Board as may be
designated by the Board to administer the Plan (the Compensation Committee or
such other committee, as applicable, the “Administrator”); provided  that
(i) in the event the Company is subject to Section 16 of the U.S. Securities
Exchange Act of 1934, as amended (the “1934 Act”), the Administrator shall be
composed of two or more directors, each of whom is a “Non-Employee Director” (a
“Non-Employee Director”) under Rule 16b-3 (as promulgated and interpreted by
the Securities and Exchange Commission (the “SEC”) under the 1934 Act, or any
successor rule or regulation thereto as in effect from time to time (“Rule
16b-3”)), and (ii) the Administrator shall be composed solely of two or more
directors who are “independent directors” under the rules of any stock exchange
on which the Company’s Common Stock (as defined below) is traded; provided
further, however,  that, (A) the requirement in the preceding clause
(i) shall apply only when required to exempt an Award (as defined below)
intended to qualify for an exemption under the applicable provisions referenced
therein, (B) the requirement in the preceding clause (ii) shall apply only when
required pursuant to the applicable rules of the applicable stock exchange and
(C) if at any time the Administrator is not so composed as required by the
preceding provisions of this sentence, that fact will not invalidate any grant
made, or action taken, by the Administrator hereunder that otherwise satisfies
the terms of the Plan.  Subject to the terms of the Plan, applicable law and
the applicable rules and regulations of any stock exchange on which the Common
Stock is listed for trading, and in addition to other express powers and
authorizations conferred on the Administrator by the Plan, the Administrator
shall have the full power and authority to: (1) designate the Key Persons to
receive Awards under the Plan; (2) determine the types of Awards granted to a
participant under the Plan; (3) determine
the number of shares to be covered 




 











     




by, or with respect
to which payments, rights or other matters are to be calculated with respect
to, Awards; (4) determine the terms and
conditions of any Awards; (5) determine whether, and to what extent, and under
what circumstances, Awards may be settled or exercised in cash, shares, other
securities, other Awards or other property, or cancelled, forfeited or
suspended, and the methods by which Awards may be settled, exercised,
cancelled, forfeited or suspended; (6) determine whether, to what extent, and
under what circumstances cash, shares, other securities, other Awards, other
property and other amounts payable with respect to an Award shall be deferred,
either automatically or at the election of the holder thereof or the
Administrator; (7) construe, interpret and implement the Plan and any Award
Agreement (as defined below); (8) prescribe, amend, rescind or waive rules and
regulations relating to the Plan, including rules governing its operation, and
appoint such agents as it shall deem appropriate for the proper administration
of the Plan; (9) correct any defect, supply any omission and reconcile any
inconsistency in the Plan or any Award Agreement; and (10) make any other
determination and take any other action that the Administrator deems necessary
or desirable for the administration of the Plan.  Unless otherwise expressly
provided in the Plan, all designations, determinations, interpretations and
other decisions under or with respect to the Plan or any Award shall be within
the sole discretion of the Administrator, may be made at any time and shall be
final, conclusive and binding upon all Persons (as defined below).


(b)             
 General Right of Delegation.  Except to the extent prohibited by applicable law, the
applicable rules of a stock exchange or any charter, by-laws or other agreement
governing the Administrator, the Administrator may delegate all or any part of
its responsibilities to any Person or Persons selected by it; provided, however, 
that in no event shall an officer of the Company be delegated the authority to
grant Awards to, or amend Awards held by, the following individuals: (i)
individuals who are subject to Section 16 of the 1934 Act, to the extent
applicable, or (ii) officers of the Company to whom authority to grant or
amend Awards has been delegated hereunder or directors of the Company; provided,
further,  that any delegation of administrative authority shall only be
permitted to the extent it is permissible under applicable securities laws
(including, without limitation, Rule 16b-3, to the extent applicable) and the
rules of any applicable stock exchange.  Any delegation hereunder shall be
subject to the restrictions and limits that the Administrator specifies at the
time of such delegation, and the Administrator may at any time rescind the
authority so delegated or appoint a new delegatee.  At all times, the delegatee
appointed under this Section 1.2(b) shall serve in such capacity at the
pleasure of the Administrator.


(c)              
 Indemnification.  No member of the Board, the Administrator or any officer
or employee of the Company or any Subsidiary or Affiliate or any of their
agents (each such Person, a "Covered Person") shall be liable for any
action taken or omitted to be taken or any determination made in good faith
with respect to the Plan or any Award hereunder.  Each Covered Person shall be
indemnified and held harmless by the Company against and from (i) any loss,
cost, liability or expense (including attorneys' fees) that may be imposed upon
or incurred by such Covered Person in connection with or resulting from any
action, suit or proceeding to which such Covered Person may be a party or in
which such Covered Person may be involved by reason of any action taken or omitted
to be taken under the Plan or any Award Agreement and (ii) any and all amounts
paid by such Covered Person, with the Company's approval, in settlement
thereof, or paid by such Covered Person in satisfaction of any judgment in any
such action, suit or proceeding against such Covered Person; provided 
that the Company shall have the right, at its own expense, to assume and defend
any such action, suit or proceeding and, once the Company gives notice of its
intent to 




 











     




assume the defense, the Company shall have
sole control over such defense with counsel of the Company's choice.  The
foregoing right of indemnification shall not be available to a Covered Person
to the extent that a court of competent jurisdiction in a final judgment or
other final adjudication, in either case not subject to further appeal,
determines that the acts or omissions of such Covered Person giving rise to the
indemnification claim resulted from such Covered Person's bad faith, fraud or
willful criminal act or omission or that such right of indemnification is
otherwise prohibited by law or by the Company's articles of incorporation or
bylaws (in each case, as amended and/or restated).  The foregoing right of
indemnification shall not be exclusive of any other rights of indemnification
to which Covered Persons may be entitled under the Company's articles of
incorporation or bylaws (in each case, as amended and/or restated), as a matter
of law, or otherwise, or any other power that the Company may have to indemnify
such Persons or hold them harmless.


(d)             
 Delegation of Authority to Senior
Officers.  The Administrator may, in
accordance with and subject to the terms of Section 1.2(b), delegate, on such
terms and conditions as it determines, to one or more senior officers of the
Company the authority to make grants of Awards to Key Persons who are employees
of the Company or any Subsidiary (including any such prospective employee) or
consultants or service providers to (including Persons who are employed by or
provide services to any entity that is itself a consultant or service provider
to) the Company or any Subsidiary.


(e)              
 Awards to Non-Employee Directors.  Notwithstanding anything to the contrary contained
herein, the Board may, in its sole discretion, at any time and from time to
time, grant Awards to Non-Employee Directors or administer the Plan with
respect to such Awards.  In any such case, the Board shall have all the
authority and responsibility granted to the Administrator herein with respect
to such Awards.


1.3          
 Persons Eligible for Awards


The Persons
eligible to receive Awards under the Plan are those directors, officers and
employees (including any prospective officer or employee) of the Company or a
Subsidiary or Affiliate and consultants and service providers to (including
Persons who are employed by or provide services to any entity that is itself a
consultant or service provider to) the Company or a Subsidiary or Affiliate
(collectively, “Key Persons”) as the Administrator shall select.


1.4          
 Types of Awards


Awards may
be made under the Plan in the form of (a) non-qualified stock options (i.e., stock
options that are not “incentive stock options” for purposes of Sections 421 and
422 of the Code (as defined below)), (b) stock appreciation rights, (c)
restricted stock, (d) restricted stock units, (e) unrestricted stock, (f) other
equity-based or equity-related awards, (g) dividend equivalents and (h) cash
awards, all as more fully set forth in the Plan.  The term “Award” means any of
the foregoing that are granted under the Plan.


1.5          
 Shares Available for Awards;
Adjustments for Changes in Capitalization


(a)              
 Maximum Number. Subject to adjustment as provided in Section 1.5(c) the
aggregate number of shares of common stock of the Company, par value
$0.01(“Common Stock”), 




 











     




that may be delivered pursuant
to Awards granted under the Plan shall be 24,924,759 as of the effective date
of this amendment and restatement of the Plan.  The following shares of Common
Stock shall again become available for Awards under the Plan: (i) any shares
that are subject to an Award under the Plan and that remain unissued upon the
cancellation or termination of such Award for any reason whatsoever; (ii) any
shares of restricted stock forfeited pursuant to the Plan or the applicable
Award Agreement; provided  that any dividend equivalent rights with
respect to such shares that have not theretofore been directly remitted to the
grantee are also forfeited; and (iii) any shares in respect of which an Award
is settled for cash without the delivery of shares to the grantee.  Any shares
tendered or withheld to satisfy the grant or exercise price or tax withholding
obligation pursuant to any Award shall again become available to be delivered
pursuant to Awards under the Plan.   Awards that are payable solely
in cash shall not be counted against the aggregate number of shares of Common
Stock available for Awards under the Plan. 


(b)             
 Source of Shares.  Shares issued pursuant to the Plan may be authorized but
unissued Common Stock or treasury shares. The Administrator may direct that any
stock certificate or book entry interest evidencing shares issued pursuant to
the Plan shall bear a legend setting forth such restrictions on transferability
as may apply to such shares.


(c)              
 Adjustments. (i)  In the event that any dividend or other distribution
(whether in the form of cash, Company shares, other securities or other
property), stock split, reverse stock split, reorganization, merger,
consolidation, split-up, combination, repurchase or exchange of Company shares
or other securities of the Company, issuance of warrants or other rights to
purchase Company shares or other securities of the Company, or other similar
corporate transaction or event affects the Company shares such that an
adjustment is determined by the Administrator to be appropriate in order to
prevent dilution or enlargement of the benefits or potential benefits intended
to be made available under the Plan or with respect to an Award, then, subject
to the provisions of Section 1.5(c)(iv) below, the Administrator shall, in
such manner as it may deem equitable, adjust any or all of the number of shares
or other securities of the Company (or number and kind of other securities or
property) with respect to which Awards may be granted under the Plan.


(i)               
 The Administrator shall make
adjustments in the terms and conditions of, and the criteria included in,
Awards in recognition of unusual or infrequently occurring events (including
the events described in Section 1.5(c)(i) or the occurrence of a Change in Control
(as defined below), subject to the provisions of Section 1.5(c)(iv) below)
affecting the Company, a Subsidiary or an Affiliate, or the financial
statements of the Company, a Subsidiary or an Affiliate, or of changes in
applicable rules, rulings, regulations or other requirements of any
governmental body or securities exchange, accounting principles or law,
whenever 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 with respect to an Award,
including providing for (A) adjustment to (1) the number of shares or other
securities of the Company (or number and kind of other securities or property)
subject to outstanding Awards or to which outstanding Awards relate and (2) the
Exercise Price (as defined below) with respect to any Award and (B) a
substitution or assumption of Awards, accelerating the exercisability or
vesting of, or lapse of restrictions on, Awards, or accelerating the
termination of Awards by providing for a period of time for exercise prior to
the occurrence of such event, or, if deemed appropriate or desirable, providing
for a cash payment to the holder of an outstanding Award in consideration for
the cancellation of such Award (it being understood that, in such event, any
option or stock 




 











     




appreciation right having a per share
Exercise Price equal to, or in excess of, the Fair Market Value (as defined
below) of a share subject to such option or stock appreciation right may be
cancelled and terminated without any payment or consideration therefor); provided, 
however,  that with respect to options and stock appreciation rights,
unless otherwise determined by the Administrator, such adjustment shall be made
in accordance with the provisions of Section 424(h) of the Code.


(ii)             
 In the event of (A) a dissolution or
liquidation of the Company, (B) a sale of all or substantially all the
Company’s assets or (C) a merger, reorganization or consolidation involving the
Company or a Subsidiary, the Administrator shall have the power to:


(1)     provide that outstanding options,
stock appreciation rights, restricted stock units (including any related
dividend equivalent right) and/or other Awards granted under the Plan shall
either continue in effect, be assumed or an equivalent award shall be
substituted therefor by the successor entity or a parent or subsidiary entity;


(2)     cancel, effective immediately prior to the occurrence of such
event, options, stock appreciation rights, restricted stock units (including
each dividend equivalent right related thereto) and/or other Awards granted
under the Plan outstanding immediately prior to such event (whether or not then
exercisable) and, in full consideration of such cancellation, pay to the holder
of such Award a cash payment in an amount equal to the excess, if any, of the
Fair Market Value (as of a date specified by the Administrator) of the shares
subject to such Award (or the value of such Award, as determined by the
Administrator, if not based on the Fair Market Value of shares) over the
aggregate Exercise Price of such Award (or the grant price of such Award, if
any, if applicable)(it being understood that, in such event, any option or
stock appreciation right having a per share Exercise Price equal to, or in
excess of, the Fair Market Value of a share subject to such option or stock
appreciation right may be cancelled and terminated without any payment or
consideration therefor); or


(3)     notify the holder of an option or
stock appreciation right in writing or electronically that each option and
stock appreciation right shall be fully vested and exercisable for a period of
30 days from the date of such notice, or such shorter period as the
Administrator may determine to be reasonable, and the option or stock
appreciation right shall terminate upon the expiration of such period (which
period shall expire no later than immediately prior to the consummation of the
corporate transaction).


(iii)           
 In connection with the occurrence of
any Equity Restructuring (as defined below), and notwithstanding anything to
the contrary in this Section 1.5(c):






 











     




(A)       The
number and type of securities or other property subject to each outstanding
Award and the Exercise Price or grant price thereof, if applicable, shall be
equitably adjusted; and


(B)       The Administrator
shall make such equitable adjustments, if any, as the Administrator may deem
appropriate to reflect such Equity Restructuring with
respect to the aggregate number and kind of shares that may be issued under the
Plan (including, but not limited to, adjustment of the limitation set forth in
Section 1.5(a)). The adjustments provided under this Section 1.5(c)(iv) shall
be nondiscretionary and shall be final and binding on the affected participant
and the Company.


1.6          
 Definitions of Certain Terms


(a)              
 “Affiliate” shall mean (i) any entity
that, directly or indirectly, is controlled by, controls or is under common
control with, the Company and (ii) any entity in which the Company has a
significant equity interest, in either case as determined by the Administrator.


(b)             
 Unless otherwise specifically set forth
in the applicable Award Agreement, in connection with a termination of
employment or consultancy/service relationship, for purposes of the Plan, the
term “for Cause” shall be defined as follows:


(i)               
 if there is an employment, severance,
consulting, service, change in control or other agreement governing the
relationship between the grantee, on the one hand, and the Company or a Subsidiary
or Affiliate, on the other hand, that contains a definition of “cause” (or
similar phrase), for purposes of the Plan, the term “for Cause” shall mean
those acts or omissions that would constitute “cause” under such agreement; or


(ii)             
 if the preceding clause (i) is not
applicable to the grantee, for purposes of the Plan, the term "for
Cause" shall mean any of the following:


(A)       any failure by the
grantee substantially to perform the grantee’s employment or consulting/service
or Board membership duties;


(B)       any excessive
unauthorized absenteeism by the grantee;


(C)       any refusal by the
grantee to obey the lawful orders of the Board or any other Person to whom the
grantee reports;


(D)       any act or omission by
the grantee that is or may be injurious to the Company or any Subsidiary or Affiliate,
whether monetarily, reputationally or otherwise;


(E)       any act by the grantee
that is inconsistent with the best interests of the Company or any Subsidiary
or Affiliate;






 











     




(F)       the
grantee’s gross negligence that is injurious to the Company or any Subsidiary
or Affiliate, whether monetarily, reputationally or otherwise;


(G)       the grantee’s material
violation of any of the policies of the Company or any Subsidiary or Affiliate,
as applicable, including, without limitation, those policies relating to
discrimination or sexual harassment;


(H)       the grantee’s material
breach of his or her employment or service contract with the Company or any Subsidiary
or Affiliate;


(I)        the grantee’s
unauthorized (1) removal from the premises of the Company or any Subsidiary or Affiliate
of any document (in any medium or form) relating to the Company or any Subsidiary
or Affiliate or the customers or clients of the Company or any Subsidiary or Affiliate
or (2) disclosure to any Person of any of the Company’s, or any Subsidiary’s or
Affiliate’s, confidential or proprietary information;


(J)        the grantee’s being
convicted of, or entering a plea of guilty or nolo contendere to, any crime
that constitutes a felony or involves moral turpitude; and


(K)       the grantee’s commission of any act
involving dishonesty or fraud.


Any rights the Company or any Subsidiary or Affiliate
may have under the Plan in respect of the events giving rise to a termination
“for Cause” shall be in addition to any other rights the Company or any Subsidiary
or Affiliate may have under any
other agreement with a grantee or at law or in equity.  Any determination of
whether a grantee’s employment or consultancy/service relationship is (or is
deemed to have been) terminated “for Cause” shall be made by the
Administrator.  If, subsequent to a grantee’s voluntary termination of
employment or consultancy/service relationship or involuntary termination of
employment or consultancy/service relationship without Cause, it is discovered
that the grantee’s employment or consultancy/service relationship could have
been terminated “for Cause”, the Administrator may deem such grantee’s
employment or consultancy/service relationship to have been terminated “for
Cause” upon such discovery and determination by the Administrator.


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


(d)             
 Unless otherwise specifically set forth
in the applicable Award Agreement, “Disability” shall mean the grantee’s being
unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment that can be expected to result in
death or can be expected to last for a continuous period of not less than 12
months, or the grantee’s, by reason of any medically determinable physical or mental
impairment that can be expected to result in death or can be expected to last
for a continuous period of not less than 12 months, receiving income
replacement benefits for a period of not less than three months under an 




 











     




accident and health plan covering employees of the
grantee’s employer.  The existence of a Disability shall be determined by the
Administrator.


(e)              
 “Equity Restructuring” shall mean a
non-reciprocal transaction between the Company and its stockholders, such as a
stock dividend, stock split, spin-off, rights offering or recapitalization
through a large, nonrecurring cash dividend, that affects the shares of Common
Stock (or other securities of the Company) or the share price thereof and
causes a change in the per share value of the shares underlying outstanding
Awards.


(f)              
 “Exercise Price” shall mean (i) in the
case of options, the price specified in the applicable Award Agreement as the
price-per-share at which such share can be purchased pursuant to the option or
(ii) in the case of stock appreciation rights, the price specified in the
applicable Award Agreement as the reference price-per-share used to calculate
the amount payable to the grantee.


(g)             
 The “Fair Market Value” of a share of
Common Stock on any day shall be the closing price on the New York Stock
Exchange, or such other primary stock exchange upon which such shares are then
listed, as reported for such day in The Wall Street Journal (or, if not
reported in The Wall Street Journal, such other reliable source as the
Administrator may determine), or, if no such price is reported for such day, the
average of the high bid and low asked price of Common Stock as reported for
such day.  If no quotation is made for the applicable day, the Fair Market
Value of a share of Common Stock on such day shall be determined in the manner
set forth in the preceding sentence for the next preceding trading day.  Notwithstanding
the foregoing, if there is no reported closing price or high bid/low asked
price that satisfies the preceding sentences, or if otherwise deemed necessary
or appropriate by the Administrator, the Fair Market Value of a share of Common
Stock on any day shall be determined by such methods and procedures as shall be
established from time to time by the Administrator.  The “Fair Market Value” of
any property other than Common Stock shall be the fair market value of such
property determined by such methods and procedures as shall be established from
time to time by the Administrator.


(h)             
 "Person" shall mean any
individual, firm, corporation, partnership, limited liability company, trust,
incorporated or unincorporated association, joint venture, joint stock company,
governmental body or other entity of any kind.


(i)               
 “Repricing” shall mean (i) lowering the
Exercise Price of an option or a stock appreciation right after it has been
granted, (ii) the cancellation of an option or a stock appreciation right in
exchange for cash or another Award when the Exercise Price exceeds the Fair
Market Value of the underlying shares subject to the Award and (iii) any other
action with respect to an option or a stock appreciation right that is treated
as a repricing under (A) generally accepted accounting principles or (B) any
applicable stock exchange rules.


(j)               
 “Subsidiary” shall mean any entity in
which the Company, directly or indirectly, has a 50% or more equity interest.


ARTICLE II

Awards Under The Plan


2.1          
 Agreements Evidencing Awards






 











     




Each Award granted under the Plan shall be evidenced by a
written certificate (“Award Agreement”), which shall contain such provisions as
the Administrator may deem necessary or desirable and which may, but need not,
require execution or acknowledgment by a grantee.  The Award shall be subject
to all of the terms and provisions of the Plan and the applicable Award
Agreement.


2.2          
 Grant of Stock Options and Stock Appreciation
Rights


(a)              
 Stock Option Grants.  The Administrator may grant non-qualified stock options
(“options”) to purchase shares of Common Stock from the Company to such Key
Persons, and in such amounts and subject to such vesting and forfeiture
provisions and other terms and conditions, as the Administrator shall
determine, subject to the provisions of the Plan.  No option will be treated as
an “incentive stock option” for purposes of the Code.  It shall be the intent
of the Administrator to not grant an Award in the form of stock options to any
Key Person who is then subject to the requirements of Section 409A of the Code
with respect to such Award if the Common Stock underlying such Award does not
then qualify as “service recipient stock” for purposes of Section 409A. 
Furthermore, it shall be the intent of the Administrator, in granting options
to Key Persons who are subject to Section 409A and/or Section 457A of the
Code, to structure such options so as to comply with the requirements of
Section 409A and/or Section 457A of the Code, to the extent applicable.


(b)             
 Stock Appreciation Right Grants;
Types of Stock Appreciation Rights.  The
Administrator may grant stock appreciation rights to such Key Persons, and in
such amounts and subject to such vesting and forfeiture provisions and other
terms and conditions, as the Administrator shall determine, subject to the
provisions of the Plan.  The terms of a stock appreciation right may provide that
it shall be automatically exercised for a payment upon the happening of a
specified event that is outside the control of the grantee and that it shall
not be otherwise exercisable. Stock appreciation rights may be granted in
connection with all or any part of, or independently of, any option granted
under the Plan.  It shall be the intent of the Administrator to not grant an
Award in the form of stock appreciation rights to any Key Person (i) who is
then subject to the requirements of Section 409A of the Code with respect to
such Award if the Common Stock underlying such Award does not then qualify as
“service recipient stock” for purposes of Section 409A or (ii) if such Award
would create adverse tax consequences for such Key Person under Section 457A of
the Code.  Furthermore, it shall be the intent of the Administrator, in
granting stock appreciation rights to Key Persons who are subject to Section
409A and/or Section 457A of the Code, to structure such stock appreciation
rights so as to comply with the requirements of Section 409A and/or Section
457A of the Code, to the extent applicable.


(c)              
 Nature of Stock Appreciation Rights.  The grantee of a stock appreciation right shall have the
right, subject to the terms of the Plan and the applicable Award Agreement, to
receive from the Company an amount equal to (i) the excess of the Fair Market
Value of a share of Common Stock on the date of exercise of the stock appreciation
right over the Exercise Price of the stock appreciation right, multiplied by
(ii) the number of shares with respect to which the stock appreciation right is
exercised.  Each Award Agreement with respect to a stock appreciation right
shall set forth the Exercise Price of such Award and, unless otherwise
specifically provided in the Award Agreement, the Exercise Price of a stock
appreciation right shall equal the Fair Market Value of a share of Common Stock
on the date of grant; provided  that in no event may 




 











     




such
Exercise Price be less than the greater of (A) the Fair Market Value of a share
of Common Stock on the date of grant and (B) the par value of a share of Common
Stock.  Payment upon exercise of a stock appreciation right shall be in cash or
in shares of Common Stock (valued at their Fair Market Value on the date of
exercise of the stock appreciation right) or any combination of both, all as
the Administrator shall determine.  Repricing of stock appreciation rights
granted under the Plan shall not be permitted (1) to the extent such action
could cause adverse tax consequences to the grantee under Section 409A or
Section 457A of the Code, to the extent applicable, or (2) without prior
shareholder approval, to the extent such approval would be required to be
obtained by the Company pursuant to the applicable rules of any applicable
stock exchange on which the Common Stock is then listed, and any action that
would be deemed to result in a Repricing of a stock appreciation right shall be
deemed null and void if it would cause such adverse tax consequences or if any
requisite shareholder approval related thereto is not obtained prior to the
effective time of such action.  Upon the exercise of a stock appreciation right
granted in connection with an option, the number of shares subject to the
option shall be reduced by the number of shares with respect to which the stock
appreciation right is exercised.  Upon the exercise of an option in connection
with which a stock appreciation right has been granted, the number of shares
subject to the stock appreciation right shall be reduced by the number of
shares with respect to which the option is exercised.


(d)             
 Option Exercise Price.  Each Award Agreement with respect to an option shall set
forth the Exercise Price of such Award and, unless otherwise specifically
provided in the Award Agreement, the Exercise Price of an option shall equal
the Fair Market Value of a share of Common Stock on the date of grant; provided 
that in no event may such Exercise Price be less than the greater of (i) the
Fair Market Value of a share of Common Stock on the date of grant and (ii) the
par value of a share of Common Stock.  Repricing of options granted under the
Plan shall not be permitted (1) to the extent such action could cause adverse
tax consequences to the grantee under Section 409A or Section 457A of the
Code, to the extent applicable, or (2) without prior shareholder approval,
to the extent such approval would be required to be obtained by the Company
pursuant to the applicable rules of any applicable stock exchange on which the
Common Stock is then listed, and any action that would be deemed to result in a
Repricing of an option shall be deemed null and void if it would cause such
adverse tax consequences or if any requisite shareholder approval related
thereto is not obtained prior to the effective time of such action.


2.3          
 Exercise of Options and Stock
Appreciation Rights


Subject to
the other provisions of this Article II and the Plan, each option and stock
appreciation right granted under the Plan shall be exercisable as follows:


(a)              
 Timing and Extent of Exercise.  Options and stock appreciation rights shall be exercisable
at such times and under such conditions as determined by the Administrator and
set forth in the corresponding Award Agreement, but in no event shall any
portion of such Award be exercisable subsequent to the tenth anniversary of the
date on which such Award was granted.  Unless the applicable Award Agreement
otherwise specifically provides, an option or stock appreciation right may be
exercised from time to time as to all or part of the shares as to which such
Award is then exercisable.






 











     




(b)             
 Notice of Exercise.  An option or stock appreciation right shall be exercised
by the filing of a written notice with the Company or the Company’s designated
exchange agent (the “Exchange Agent”), on such form and in such manner as the
Administrator shall prescribe.


(c)              
 Payment of Exercise Price.  Any written notice of exercise of an option shall be
accompanied by payment for the shares being purchased.  Such payment shall be
made: (i) by certified or official bank check (or the equivalent thereof
acceptable to the Company or its Exchange Agent) for the full option Exercise
Price; (ii) with the consent of the Administrator, which consent shall be given
or withheld in the sole discretion of the Administrator, by delivery or
withholding of shares of Common Stock having a Fair Market Value (determined as
of the exercise date) equal to all or part of the option Exercise Price and a
certified or official bank check (or the equivalent thereof acceptable to the
Company or its Exchange Agent) for any remaining portion of the full option
Exercise Price; or (iii) at the sole discretion of the Administrator and to the
extent permitted by law, by such other provision, consistent with the terms of
the Plan, as the Administrator may from time to time prescribe (whether
directly or indirectly through the Exchange Agent), or by any combination of
the foregoing payment methods.


(d)             
 Delivery of Certificates Upon
Exercise.  Subject to Sections 3.2, 3.4
and 3.13, promptly after receiving payment of the full option Exercise Price,
or after receiving notice of the exercise of a stock appreciation right for
which the Administrator determines payment will be made partly or entirely in
shares, the Company or its Exchange Agent shall (i) deliver to the grantee, or
to such other Person as may then have the right to exercise the Award, a
certificate or certificates for the shares of Common Stock for which the Award
has been exercised or, in the case of stock appreciation rights, for which the
Administrator determines will be made in shares or (ii) establish an account
evidencing ownership of the stock in uncertificated form for the shares of
Common Stock for which the Award has been exercised or, in the case of stock
appreciation rights, for which the Administrator determines will be made in
shares.  If the method of payment employed upon an option exercise so requires,
and if applicable law permits, an optionee may direct the Company or its
Exchange Agent, as the case may be, to deliver the stock certificate(s) to the
optionee’s stockbroker.


(e)              
 No Stockholder Rights.  No grantee of an option or stock appreciation right (or
other Person having the right to exercise such Award) shall have any of the
rights of a stockholder of the Company with respect to shares subject to such
Award until the issuance of a stock certificate to such Person for such shares
or an account in the name of the grantee evidences ownership of stock in
uncertificated form. Except as otherwise provided in Section 1.5(c), no
adjustment shall be made for dividends, distributions or other rights (whether
ordinary or extraordinary, and whether in cash, securities or other property)
for which the record date is prior to the date such stock certificate is issued
or the date an account evidencing ownership of the stock in uncertificated form
notes receipt of such stock.


2.4          
 Termination of Employment/Service; Death
Subsequent to a Termination of Employment/Service


(a)              
 General Rule.  Except to the extent otherwise provided in paragraphs
(b), (c), (d), (e) or (f) of this Section 2.4 or Section 3.5(b)(iii), a grantee
who incurs a termination of employment or consultancy/service relationship with
the Company and its Subsidiaries and 




 











     




Affiliates may
exercise any outstanding option or stock appreciation right on the following
terms and conditions: (i) exercise may be made only to the extent that the
grantee was entitled to exercise the Award on the date of termination of
employment or consultancy/service relationship, as applicable; and (ii)
exercise must occur within three months after termination of employment or
consultancy/service relationship but in no event after the original expiration
date of the Award; it being understood that then outstanding options and stock
appreciation rights shall not be affected by a change of employment or
consultancy/service relationship with the Company and its Subsidiaries and
Affiliates so long as the grantee continues to be a director, officer or
employee of, or a consultant or service provider to (or a Person employed by or
providing services to any entity that is itself a consultant or service
provider to), the Company or any Subsidiary or Affiliate.


(b)             
 Termination “for Cause”.  If a grantee incurs a termination of employment or consultancy/service
relationship with the Company and its Subsidiaries and Affiliates “for Cause”,
all options and stock appreciation rights not theretofore exercised (whether
vested or unvested) shall immediately terminate upon such termination of
employment or consultancy/service relationship.


(c)              
 Retirement.  If a grantee incurs a termination of employment or
consultancy/service relationship with the Company and its Subsidiaries and
Affiliates as the result of his or her retirement (as defined below), then any
outstanding option or stock appreciation right shall, to the extent exercisable
at the time of such retirement, remain exercisable for a period of three years
after such retirement; provided  that in no event may such option or stock
appreciation right be exercised following the original expiration date of the
Award.  For this purpose, unless otherwise specifically set forth in the
applicable Award Agreement, “retirement” shall mean a grantee’s resignation of
employment or consultancy/service relationship with the Company and its
Subsidiaries and Affiliates, with the Company’s or its applicable Subsidiary’s
or Affiliate’s prior consent, on or after (i) his or her 65th birthday, (ii)
the date on which he or she has attained age 60 and completed at least five
years of service with the Company or one or more of its Subsidiaries or Affiliates
(using any method of calculation the Administrator deems appropriate) or (iii)
if approved by the Administrator, on or after his or her having completed at
least 20 years of service with the Company or one or more of its Subsidiaries
or Affiliates (using any method of calculation the Administrator deems
appropriate).


(d)             
 Disability.  If a grantee incurs a termination of employment or
consultancy/service relationship with the Company and its Subsidiaries and
Affiliates by reason of a Disability, then any outstanding option or stock
appreciation right shall, to the extent exercisable at the time of such
termination, remain exercisable for a period of one year after such
termination; provided  that in no event may such option or stock
appreciation right be exercised following the original expiration date of the
Award.


(e)              
 Death. 


(i)         Termination
of Employment/Service as a Result of Grantee’s Death.  If a grantee incurs
a termination of employment or consultancy/service relationship with the
Company and its Subsidiaries and Affiliates as the result of his or her death,
then any outstanding option or stock appreciation right shall, to the extent
exercisable at the time of such death, remain exercisable 




 











     




for
a period of one year after such death; provided  that in no event may
such option or stock appreciation right be exercised following the original
expiration date of the Award.


(ii)        Restrictions
on Exercise Following Death.  Any exercise of an Award following a
grantee’s death shall be made only by the grantee’s executor or administrator
or other duly appointed representative reasonably acceptable to the
Administrator, unless the grantee’s will specifically disposes of such Award,
in which case such exercise shall be made only by the recipient of such
specific disposition.  If a grantee’s personal representative or the recipient
of a specific disposition under the grantee’s will shall be entitled to
exercise any Award pursuant to the preceding sentence, such representative or
recipient shall be bound by all the terms and conditions of the Plan and the
applicable Award Agreement which would have applied to the grantee.


(f)              
 Administrator Discretion.  The Administrator may, in writing, waive or modify the
application of the foregoing provisions of this Section 2.4, subject to
Section 3.1(c).


2.5          
 Transferability of Options and Stock
Appreciation Rights


Except as
otherwise specifically provided in this Plan or the applicable Award Agreement evidencing
an option or stock appreciation right, during the lifetime of a grantee, each
such Award granted to a grantee shall be exercisable only by the grantee, and
no such Award may be sold, assigned, transferred, pledged or otherwise
encumbered or disposed of other than by will or by the laws of descent and
distribution.  The Administrator may, in any applicable Award Agreement
evidencing an option or stock appreciation right, permit a grantee to transfer
all or some of the options or stock appreciation rights to (a) the grantee’s
spouse, children or grandchildren (“Immediate Family Members”), (b) a trust or
trusts for the exclusive benefit of such Immediate Family Members or (c) other
parties approved by the Administrator.  Following any such transfer, any
transferred options and stock appreciation rights shall continue to be subject
to the same terms and conditions as were applicable immediately prior to the
transfer.


2.6          
 Grant of Restricted Stock


(a)              
 Restricted Stock Grants. The Administrator may grant restricted shares of Common
Stock to such Key Persons, in such amounts and subject to such vesting and
forfeiture provisions and other terms and conditions as the Administrator shall
determine, subject to the provisions of the Plan.  A grantee of a restricted
stock Award shall have no rights with respect to such Award unless such grantee
accepts the Award within such period as the Administrator shall specify by
accepting delivery of a restricted stock Award Agreement in such form as the
Administrator shall determine.


(b)             
 Issuance of Stock Certificate. Promptly after a grantee accepts a restricted stock Award
in accordance with Section 2.6(a), subject to Sections 3.2, 3.4 and 3.13, the
Company or its Exchange Agent shall issue to the grantee a stock certificate or
stock certificates for the shares of Common Stock covered by the Award or shall
establish an account evidencing ownership of the stock in uncertificated form.  Upon
the issuance of such stock certificates, or establishment of such account, the
grantee shall have the rights of a stockholder with respect to the restricted
stock, subject to: (i) the nontransferability restrictions and forfeiture
provisions described in the Plan (including paragraphs (d) and (e) of this
Section 2.6); (ii) in the Administrator’s sole discretion, a 




 











     




requirement, as set forth in the Award Agreement, that
any dividends payable on such shares, unless otherwise determined by the
Administrator, shall remain forfeitable until all restrictions on such shares
have lapsed; and (iii) any other restrictions and conditions contained in the
applicable Award Agreement.


(c)              
 Custody of Stock Certificate. Unless the Administrator shall otherwise determine, any
stock certificates issued evidencing shares of restricted stock shall remain in
the possession of the Company (or such other custodian as may be designated by
the Administrator) until such shares are free of any restrictions specified in
the applicable Award Agreement.  The Administrator may direct that such stock
certificates bear a legend setting forth the applicable restrictions on
transferability.


(d)             
 Nontransferability. Shares of restricted stock may not be sold, assigned,
transferred, pledged or otherwise encumbered or disposed of prior to the
lapsing of all restrictions thereon, except as otherwise specifically provided
in this Plan or the applicable Award Agreement.  The Administrator at the time
of grant shall specify the date or dates (which may depend upon or be related
to the attainment of performance goals and other conditions) on which the
nontransferability of the restricted stock shall lapse.


(e)              
 Consequence of Termination of
Employment/Service. Unless otherwise specifically
set forth in the applicable Award Agreement, (i) a grantee’s termination of
employment or consultancy/service relationship with the Company and its
Subsidiaries and Affiliates for any reason other than death or Disability shall
cause the immediate forfeiture of all shares of restricted stock that have not
yet vested as of the date of such termination of employment or
consultancy/service relationship and (ii) if a grantee incurs a termination of
employment or consultancy/service relationship with the Company and its
Subsidiaries and Affiliates as the result of his or her death or Disability,
all shares of restricted stock that have not yet vested as of the date of such
termination shall immediately vest as of such date; it being understood that
then outstanding restricted stock Awards shall not be affected by a change of
employment or consultancy/service relationship with the Company and its
Subsidiaries and Affiliates so long as the grantee continues to be a director,
officer or employee of, or a consultant or service provider to (or a Person
employed by or providing services to any entity that is itself a consultant or
service provider to), the Company or any Subsidiary or Affiliate.   All
dividends payable on shares forfeited under this Section 2.6(e) that have not
theretofore been directly remitted to the grantee shall also be forfeited.  The
Administrator may, in writing, waive or modify the application of the foregoing
provisions of this Section 2.6(e), subject to Section 3.1(c).


2.7          
 Grant of Restricted Stock Units


(a)              
 Restricted Stock Unit Grants.  The Administrator may grant restricted stock units to
such Key Persons, and in such amounts and subject to such vesting and
forfeiture provisions and other terms and conditions, as the Administrator
shall determine, subject to the provisions of the Plan.  A restricted stock
unit granted under the Plan shall confer upon the grantee a right to receive
from the Company, conditioned upon the occurrence of such vesting event as
shall be determined by the Administrator and specified in the Award Agreement,
the number of such grantee’s restricted stock units that vest upon the
occurrence of such vesting event multiplied by the Fair Market Value of a share
of Common Stock on the date of vesting.  Payment upon vesting 




 











     




of a restricted stock unit shall be in cash or in shares
of Common Stock (valued at their Fair Market Value on the date of vesting) or
both, all as the Administrator shall determine, and such payments shall be made
to the grantee at such time as provided in the Award Agreement, which the
Administrator shall intend to be (i) if Section 409A of the Code is applicable
with respect to Awards granted to the grantee, within the period required by
Section 409A such that it qualifies as a “short-term deferral” pursuant to
Section 409A and the Treasury Regulations issued thereunder, unless the
Administrator shall provide for deferral of the Award intended to comply with
Section 409A, (ii) if Section 457A of the Code is applicable with respect to
Awards granted to the grantee, within the period required by Section
457A(d)(3)(B) such that it qualifies for the exemption thereunder, or (iii) if
Sections 409A and 457A of the Code are not applicable with respect to Awards
granted to the grantee, at such time as determined by the Administrator.


(b)             
 Dividend Equivalents. The Administrator may include in any Award Agreement with
respect to a restricted stock unit a dividend equivalent right entitling the
grantee to receive amounts equal to the ordinary dividends that would be paid,
during the time such Award is outstanding and unvested, and/or, if payment of
the vested Award is deferred, during the period of such deferral following such
vesting event, on the shares of Common Stock underlying such Award if such
shares were then outstanding.  In the event such a provision is included in a
Award Agreement, the Administrator shall determine whether such payments shall
be (i) paid to the holder of the Award, as specified in the Award Agreement,
either (A) at the same time as the underlying dividends are paid, regardless of
the fact that the restricted stock unit has not theretofore vested, (B) at the
time at which the Award’s vesting event occurs, conditioned upon the occurrence
of the vesting event, (C) once the Award has vested, at the same time as the
underlying dividends are paid, regardless of the fact that payment of the
vested restricted stock unit has been deferred, and/or (D) at the time at which
the corresponding vested restricted stock units are paid, (ii) made in cash,
shares of Common Stock or other property and (iii) subject to such other
vesting and forfeiture provisions and other terms and conditions as the
Administrator shall deem appropriate and as shall be set forth in the Award
Agreement.


(c)              
 No Stockholder Rights. No grantee of a restricted stock unit shall have any of
the rights of a stockholder of the Company with respect to such Award unless
and until a stock certificate is issued with respect to such Award upon the
vesting of such Award or an account in the name of the grantee evidences
ownership of stock in uncertificated form (it being understood that the
Administrator shall determine whether to pay any vested restricted stock unit
in the form of cash or Company shares or both), which issuance shall be subject
to Sections 3.2, 3.4 and 3.13. Except as otherwise provided in Section 1.5(c),
no adjustment to any restricted stock unit shall be made for dividends,
distributions or other rights (whether ordinary or extraordinary, and whether
in cash, securities or other property) for which the record date is prior to
the date such stock certificate, if any, is issued or the date an account
evidencing ownership of the stock in uncertificated form notes receipt of such
stock.


(d)             
 Nontransferability. No restricted stock unit granted under the Plan may be
sold, assigned, transferred, pledged or otherwise encumbered or disposed of,
except as otherwise specifically provided in this Plan or the applicable Award
Agreement.


(e)              
 Consequence of Termination of
Employment/Service. Unless otherwise specifically
set forth in the applicable Award Agreement, (i) a grantee’s termination of 




 











     




employment or consultancy/service relationship with the
Company and its Subsidiaries and Affiliates for any reason other than death or
Disability shall cause the immediate forfeiture of all restricted stock units
that have not yet vested as of the date of such termination of employment or
consultancy/service relationship and (ii) if a grantee incurs a termination of
employment or consultancy/service relationship with the Company and its
Subsidiaries and Affiliates as the result of his or her death or Disability,
all restricted stock units that have not yet vested as of the date of such
termination shall immediately vest as of such date; it being understood that
then outstanding restricted stock units shall not be affected by a change of
employment or consultancy/service relationship with the Company and its
Subsidiaries and Affiliates so long as the grantee continues to be a director,
officer or employee of, or a consultant or service provider to (or a Person
employed by or providing services to any entity that is itself a consultant or
service provider to), the Company or any Subsidiary or Affiliate.  All dividend
equivalent rights on any restricted stock units forfeited under this Section
2.7(e) that have not theretofore been directly remitted to the grantee shall
also be forfeited, whether by termination of any escrow arrangement under which
such dividends are held or otherwise.  The Administrator may, in writing, waive
or modify the application of the foregoing provisions of this Section 2.7(e).


2.8          
 Grant of Unrestricted Stock


The
Administrator may grant (or sell at a purchase price at least equal to par
value) shares of Common Stock free of restrictions under the Plan to such Key
Persons and in such amounts and subject to such forfeiture provisions as the
Administrator shall determine. Shares may be thus granted or sold in respect of
past services or other valid consideration.


2.9          
 Other Stock-Based Awards


Subject to
the provisions of the Plan (including, without limitation, Section 3.16), the
Administrator shall have the sole and complete authority to grant to Key
Persons other equity-based or equity-related Awards in such amounts and subject
to such terms, conditions, restrictions and forfeiture provisions as the
Administrator shall determine; provided  that any such Awards must comply
with applicable law and, to the extent deemed desirable by the Administrator,
Rule 16b-3.


2.10      
 Dividend Equivalents


Subject to
the provisions of the Plan (including, without limitation, Section 3.16), in
the discretion of the Administrator, an Award, other than an option or stock
appreciation right, may provide the Award recipient with dividends or dividend
equivalents, payable in cash, shares, other securities, other Awards or other
property, on a current or deferred basis, on such terms and conditions as may
be determined by the Administrator, including, without limitation, payment
directly to the Award recipient, withholding of such amounts by the Company
subject to vesting of the Award, or reinvestment in additional shares,
restricted shares or other Awards.


2.11      
 Grant of Cash Awards


The
Administrator may grant Awards that are payable solely in cash to such Key
Persons and in such amounts and subject to such terms, conditions, restrictions
and forfeiture provisions 




 











     




as the Administrator shall
determine.  Cash Awards may be thus granted in respect of past services or
other valid consideration.


 


ARTICLE III

Miscellaneous


3.1          
 Amendment of the Plan; Modification of
Awards


(a)              
 Amendment of the Plan.  The Board may from time to time suspend, discontinue,
revise or amend the Plan in any respect whatsoever, except that no such suspension,
discontinuation, revision or amendment shall materially impair any rights or
materially increase any obligations under any Award theretofore made under the
Plan without the consent of the grantee (or, upon the grantee’s death, the
Person having the rights to the Award).  For purposes of this Section 3.1, any
action of the Board or the Administrator that in any way alters or affects the
tax treatment of any Award shall not be considered to materially impair any
rights of any grantee.


(b)             
 Stockholder Approval Requirement.  If required by applicable rules or regulations of a
national securities exchange or the SEC, the Company shall obtain stockholder
approval with respect to any amendment to the Plan that (i) expands the types
of Awards available under the Plan, (ii) materially increases the aggregate
number of shares which may be issued under the Plan, except as permitted
pursuant to Section 1.5(c), (iii) materially increases the benefits to
participants under the Plan, including any material change to (A) permit, or
that has the effect of, a Repricing of any outstanding Award, (B) reduce the
price at which shares or options to purchase shares may be offered or (C)
extend the duration of the Plan, or (iv) materially expands the class of
Persons eligible to receive Awards under the Plan.


(c)              
 Modification of Awards.  The Administrator may cancel any Award under the Plan.
The Administrator also may amend any outstanding Award Agreement, including,
without limitation, by amendment which would: (i) accelerate the time or times
at which the Award becomes unrestricted, vested or may be exercised; (ii) waive
or amend any goals, restrictions or conditions set forth in the Award
Agreement; or (iii) waive or amend the operation of Section 2.4, Section 2.6(e)
or Section 2.7(e) with respect to the termination of the Award upon
termination of employment or consultancy/service relationship; provided,
however, that no such amendment shall be made without shareholder
approval if such approval is necessary to comply with any tax or regulatory requirement
applicable to the Award.  However, any such cancellation or amendment (other
than an amendment pursuant to Section 1.5, Section 3.5 or Section 3.16)
that materially impairs the rights or materially increases the  obligations of
a grantee under an outstanding Award shall be made only with the consent of the
grantee (or, upon the grantee’s death, the Person having the rights to the
Award).  In making any modification to an Award (e.g., an amendment
resulting in a direct or indirect reduction in the Exercise Price or a waiver
or modification under Section 2.4(f), Section 2.6(e) or
Section 2.7(e)), the Administrator may consider the implications, if any,
of such modification under the Code with respect to Sections 409A and 457A of
the Code in respect of Awards granted under the Plan to individuals subject to
such provisions of the Code.


3.2          
 Consent Requirement






 











     




(a)              
 No Plan Action Without Required
Consent.  If the Administrator shall at
any time determine that any Consent (as defined below) is necessary or
desirable as a condition of, or in connection with, the granting of any Award under
the Plan, the issuance or purchase of shares or other rights thereunder, or the
taking of any other action thereunder (each such action being hereinafter
referred to as a “Plan Action”), then such Plan Action shall not be taken, in
whole or in part, unless and until such Consent shall have been effected or
obtained to the full satisfaction of the Administrator.


(b)             
 Consent Defined.  The term “Consent” as used herein with respect to any
Plan Action means (i) any and all listings, registrations or qualifications in
respect thereof upon any securities exchange or under any federal, state or
local law, rule or regulation, (ii) any and all written agreements and
representations by the grantee with respect to the disposition of shares, or
with respect to any other matter, which the Administrator shall deem necessary
or desirable to comply with the terms of any such listing, registration or
qualification or to obtain an exemption from the requirement that any such listing,
qualification or registration be made and (iii) any and all consents,
clearances and approvals in respect of a Plan Action by any governmental or
other regulatory bodies or any other Person.


3.3          
 Nonassignability; Successors


Except as
provided in Section 2.4(e), Section 2.5, Section 2.6(d) or
Section 2.7(d), (a) no Award or right granted to any Person under the
Plan or under any Award Agreement shall be assignable or transferable other
than by will or by the laws of descent and distribution and (b) all rights
granted under the Plan or any Award Agreement shall be exercisable during the
life of the grantee only by the grantee or the grantee’s legal representative
or the grantee’s permissible successors or assigns (as authorized and
determined by the Administrator).  The rights, duties and obligations under the
Plan and any applicable Award Agreement shall be assignable by the Company to
any successor entity, including any entity acquiring all, or substantially all,
of the assets of the Company.  All terms and conditions of the Plan and the
applicable Award Agreements will be binding upon any permitted successors or
assigns.


3.4          
 Taxes


(a)              
 Withholding.    A grantee or other Award holder under the Plan shall
be required to pay, in cash, to the Company, and the Company and its
Subsidiaries and Affiliates shall have the right and are hereby authorized to
withhold from any Award, from any cash or other payment due or transfer made
under any Award or under the Plan or from any compensation or other amount
owing to such grantee or other Award holder, the amount of any applicable
withholding taxes in respect of an Award, its grant, its exercise, its vesting,
or any payment or transfer under an Award or under the Plan, up to the maximum
statutory rates in the applicable jurisdiction with respect to the Award, as
determined by the Company, and to take such other action as may be necessary in
the opinion of the Company to satisfy all obligations for payment of such
taxes.  Whenever shares of Common Stock are to be delivered pursuant to an
Award under the Plan, with the approval of the Administrator, which the
Administrator shall have sole discretion whether or not to give, the grantee
may satisfy the foregoing condition by electing to have the Company withhold
from delivery shares having a value equal to the amount of the applicable
withholding taxes as determined in accordance with this Section 3.4(a). 
Such shares shall be valued at their Fair Market 




 











     




Value
as of the date on which the amount of tax to be withheld is determined. 
Fractional share amounts shall be settled in cash.  Such a withholding election
may be made with respect to all or any portion of the shares to be delivered
pursuant to an Award as may be approved by the Administrator in its sole
discretion.


(b)             
 Liability for Taxes.  Grantees and holders of Awards are solely responsible
and liable for the satisfaction of all taxes and penalties that may arise in
connection with Awards (including, without limitation, any taxes arising under
Sections 409A and 457A of the Code) and the Company shall not have any
obligation to indemnify or otherwise hold any such Person harmless from any or
all of such taxes.  The Administrator shall have the discretion to organize any
deferral program, to require deferral election forms, and to grant or,
notwithstanding anything to the contrary in the Plan or any Award Agreement, to
unilaterally modify any Award in a manner that (i) conforms with the
requirements of Sections 409A and 457A of the Code (to the extent applicable),
(ii) voids any participant election to the extent it would violate Section 409A
or Section 457A of the Code (to the extent applicable) and (iii) for any
distribution event or election that could be expected to violate Section 409A
of the Code, make the distribution only upon the earliest of the first to occur
of a "permissible distribution event" within the meaning of Section
409A of the Code or a distribution event that the participant elects in
accordance with Section 409A of the Code, all in such a way so as to retain, to
the maximum extent possible, the originally intended economic and tax benefits
under the Award.  The Administrator shall have the sole discretion to interpret
the requirements of the Code, including, without limitation, Sections 409A and
457A, for purposes of the Plan and all Awards.


3.5          
 Change in Control


(a)              
 Change in Control Defined.  Unless otherwise specifically set forth in the
applicable Award Agreement, for purposes of the Plan, “Change in Control” shall
mean the occurrence of any of the following:


(i)         any
“person” (as defined in Section 13(d)(3) of the 1934 Act), company or other
entity acquires “beneficial ownership” (as defined in Rule 13d-3 under the 1934
Act), directly or indirectly, of twenty-five percent (25%) or more of the
aggregate voting power of the capital stock ordinarily entitled to elect
directors of the Company; provided, however, that no Change in
Control shall have occurred in the event of such an acquisition by (A) the
Company, (B) any trustee or other fiduciary holding securities under an
employee benefit plan of the Company or any Subsidiary or Affiliate, (C) any
company or other entity owned, directly or indirectly, by the holders of the
voting stock ordinarily entitled to elect directors of the Company in
substantially the same proportions as their ownership of the aggregate voting
power of the capital stock ordinarily entitled to elect directors of the
Company immediately prior to such acquisition or (D) Mrs. Semiramis Paliou or any
entity that she directly or indirectly “controls” (as defined in Rule 12b-2
under the 1934 Act);


 


(ii)        the sale of all or substantially all the Company's
assets in one or more related transactions to any “person” (as defined in
Section 13(d)(3) of the 1934 Act), company or other entity; provided, however,
that no Change in Control shall have occurred in the event of such a sale (A)
to a Subsidiary which does not involve a material change in the equity holdings
of the Company, (B) to an entity (the “Acquiring Entity”) which has acquired
all or substantially all the Company’s 




 











     




assets if,
immediately following such sale, 50% or more of the aggregate voting power of
the capital stock ordinarily entitled to elect directors of the Acquiring
Entity (or, if applicable, the ultimate parent entity that directly or
indirectly has beneficial ownership of more than 50% of the aggregate voting
power of the capital stock ordinarily entitled to elect directors of the
Acquiring Entity) is beneficially owned by the holders of the voting stock
ordinarily entitled to elect directors of the Company immediately prior to such
sale in substantially the same proportions as the aggregate voting power of the
capital stock ordinarily entitled to elect directors of the Company immediately
prior to such sale or (C) to Mr. Semiramis
Paliou or any entity that she
directly or indirectly “controls” (as defined in Rule 12b-2 under the 1934
Act);


 


(iii)       any merger, consolidation, reorganization or
similar event of the Company or any Subsidiary; provided, however,
that no Change in Control shall have occurred in the event 50% or more of the
aggregate voting power of the capital stock ordinarily entitled to elect
directors of the surviving entity (or, if applicable, the ultimate parent
entity that directly or indirectly has beneficial ownership of more than 50% of
the aggregate voting power of the capital stock ordinarily entitled to elect
directors of the surviving entity) is beneficially owned by the holders of the
voting stock ordinarily entitled to elect directors of the Company immediately
prior to such event in substantially the same proportions as the aggregate
voting power of the capital stock ordinarily entitled to elect directors of the
Company immediately prior to such event;


(iv)       the approval by the Company’s stockholders of a
plan of complete liquidation or dissolution of the Company; or


(v)        during any period of 12 consecutive calendar months, individuals:


(A)       who were directors of
the Company on the first day of such period, or


(B)       whose election or nomination
for election to the Board was recommended or approved by at least a majority of
the directors then still in office who were directors of the Company on the
first day of such period, or whose election or nomination for election were so
approved,


shall cease to
constitute a majority of the Board.


Notwithstanding
the foregoing, unless otherwise specifically set forth in the applicable Award
Agreement, for each Award subject to Section 409A of the Code, a Change in
Control shall be deemed to have occurred under this Plan with respect to such
Award only if a change in the ownership or effective control of the Company or
a change in the ownership of a substantial portion of the assets of the Company
shall also be deemed to have occurred under Section
409A of the Code, provided  that such limitation shall apply to such
Award only to the extent necessary to avoid adverse tax effects under Section 409A of the Code.


(b)             
 Effect of a Change in Control.  Unless the Administrator specifically provides otherwise
in an Award Agreement, upon the occurrence of a Change in Control:






 











     




(i)               
 any Award then outstanding shall become
fully vested and any forfeiture provisions thereon imposed pursuant to the Plan
and the applicable Award Agreement shall lapse and any Award in the form of an
option or stock appreciation right shall be immediately exercisable;


(ii)             
 to the extent permitted by law and not
otherwise limited by the terms of the Plan, the Administrator may amend any
Award Agreement in such manner as it deems appropriate; and


(iii)           
 a grantee who incurs a termination of
employment or consultancy/service relationship for any reason, other than a
termination “for Cause”, concurrent with or within one year following the
Change in Control may exercise any outstanding option or stock appreciation
right, but only to the extent that the grantee was entitled to exercise the
Award on the date of his or her termination of employment or consultancy/service
relationship, until the earlier of (A) the original expiration date of the
Award and (B) the later of (x) the date provided for under the terms of Section
2.4 without reference to this Section 3.5(b)(iii) and (y) the first anniversary
of the grantee’s termination of employment or consultancy/service relationship.


(c)              
 Miscellaneous.  Whenever deemed appropriate by the Administrator, any
action referred to in paragraph (b)(ii) of this Section 3.5 may be made
conditional upon the consummation of the applicable Change in Control transaction.


3.6          
 Operation and Conduct of Business


Nothing in
the Plan or any Award Agreement shall be construed as limiting or preventing
the Company or any Subsidiary or Affiliate from taking any action with respect
to the operation and conduct of its business that it deems appropriate or in
its best interests, including any or all adjustments, recapitalizations, reorganizations,
exchanges or other changes in the capital structure of the Company or any
Subsidiary or Affiliate, any merger or consolidation of the Company or any
Subsidiary or Affiliate, any issuance of Company shares or other securities or
subscription rights, any issuance of bonds, debentures, preferred or prior
preference stock ahead of or affecting the Common Stock or other securities or
rights thereof, any dissolution or liquidation of the Company or any Subsidiary
or Affiliate, any sale or transfer of all or any part of the assets or business
of the Company or any Subsidiary or Affiliate, or any other corporate act or
proceeding, whether of a similar character or otherwise.


3.7          
 No Rights to Awards


No Key Person or other Person shall have any claim to be
granted any Award under the Plan.


3.8          
 Right of Discharge Reserved; Service
Relationship


(a)              
 Nothing in the Plan or in any Award
Agreement shall confer upon any grantee the right to continue his or her
employment with the Company or any Subsidiary or Affiliate, his or her
consultancy/service relationship with the Company or any Subsidiary or
Affiliate, or his or her position as an officer or director of the Company or
any Subsidiary or Affiliate, or affect any right 




 











     




that
the Company or any Subsidiary or Affiliate may have to terminate such
employment or consultancy/service relationship.


(b)             
 For the avoidance of doubt, for
purposes of the Plan, reference to (i) a service relationship shall
include service as a director or officer and (ii) a termination of a
service relationship shall include a removal or resignation as a director or
officer.


3.9          
 Non-Uniform Determinations


The
Administrator’s determinations and the treatment of Key Persons and grantees
and their beneficiaries under the Plan need not be uniform and may be made and
determined by the Administrator selectively among Persons who receive, or who
are eligible to receive, Awards under the Plan (whether or not such Persons are
similarly situated).  Without limiting the generality of the foregoing, the
Administrator shall be entitled, among other things, to make non-uniform and
selective determinations, and to enter into non-uniform and selective Award
Agreements, as to (a) the Persons to receive Awards under the Plan, (b) the
types of Awards granted under the Plan, (c) the number of shares to be covered
by, or with respect to which payments, rights or other matters are to be
calculated with respect to, Awards and (d) the terms and conditions of Awards.


3.10      
 Other Payments or Awards


Nothing
contained in the Plan shall be deemed in any way to limit or restrict the
Company or any Subsidiary from making any award or payment to any Person under
any other plan, arrangement or understanding, whether now existing or hereafter
in effect.


3.11      
 Headings


Any section,
subsection, paragraph or other subdivision headings contained herein are for
the purpose of convenience only and are not intended to expand, limit or
otherwise define the contents of such section, subsection, paragraph or
subdivision.


3.12      
 Effective Date and Term of Plan


(a)              
 Adoption; Stockholder Approval.  The Plan, as amended and restated, was adopted by the
Board on January 8, 2021.  The Board may, but need not, make the granting of
any Awards under the Plan subject to the approval of the Company’s
stockholders.


(b)             
 Termination of Plan.  The Board may terminate the Plan at any time.  All
Awards made under the Plan prior to its termination shall remain in effect
until such Awards have been satisfied or terminated in accordance with the
terms and provisions of the Plan and the applicable Award Agreements.  No
Awards may be granted under the Plan following the tenth anniversary of the
date on which the Plan, as amended and restated, was adopted by the Board (i.e.,
January 8, 2031).


3.13      
 Restriction on Issuance of Stock
Pursuant to Awards


The Company
shall not permit any shares of Common Stock to be issued pursuant to Awards
granted under the Plan unless such shares of Common Stock are fully paid and
non-




 











     




assessable under applicable law.  Notwithstanding
anything to the contrary in the Plan or any Award Agreement, at the time of the
exercise of any Award, at the time of vesting of any Award, at the time of
payment of shares of Common Stock in exchange for, or in cancellation of, any
Award, or at the time of grant of any unrestricted shares under the Plan, the
Company and the Administrator may, if either shall deem it necessary or
advisable for any reason, require the holder of an Award (a) to represent in
writing to the Company that it is the Award holder’s then-intention to acquire
the shares with respect to which the Award is granted for investment and not
with a view to the distribution thereof or (b) to postpone the date of exercise
until such time as the Company has available for delivery to the Award holder a
prospectus meeting the requirements of all applicable securities laws; and no
shares shall be issued or transferred in connection with any Award unless and
until all legal requirements applicable to the issuance or transfer of such
shares have been complied with to the satisfaction of the Company and the
Administrator.  The Company and the Administrator shall have the right to
condition any issuance of shares to any Award holder hereunder on such Person’s
undertaking in writing to comply with such restrictions on the subsequent
transfer of such shares as the Company or the Administrator shall deem
necessary or advisable as a result of any applicable law, regulation or
official interpretation thereof, and all share certificates delivered under the
Plan shall be subject to such stop transfer orders and other restrictions as
the Company or the Administrator may deem advisable under the Plan, the
applicable Award Agreement or the rules, regulations and other requirements of
the SEC, any stock exchange upon which such shares are listed, and any
applicable securities or other laws, and certificates representing such shares
may contain a legend to reflect any such restrictions.  The Administrator may
refuse to issue or transfer any shares or other consideration under an Award if
it determines that the issuance or transfer of such shares or other
consideration might violate any applicable law or regulation or entitle the
Company to recover the same under Section 16(b) of the 1934 Act, and any
payment tendered to the Company by a grantee or other Award holder in
connection with the exercise of such Award shall be promptly refunded to the
relevant grantee or other Award holder.  Without limiting the generality of the
foregoing, no Award granted under the Plan shall be construed as an offer to
sell securities of the Company, and no such offer shall be outstanding, unless
and until the Administrator has determined that any such offer, if made, would
be in compliance with all applicable requirements of any applicable securities
laws.


3.14      
 Requirement of Notification of Election
Under Section 83(b) of the Code


If an Award
recipient, in connection with the acquisition of Company shares under the Plan,
makes an election under Section 83(b) of the Code (to include in gross income
in the year of transfer the amounts specified in Section 83(b) of the Code),
the grantee shall notify the Administrator of such election within ten days of
filing notice of the election with the U.S. Internal Revenue Service, in
addition to any filing and notification required pursuant to regulations issued
under Section 83(b) of the Code.


3.15      
 Severability


If any
provision of the Plan or any Award is or becomes or is deemed to be invalid,
illegal, or unenforceable in any jurisdiction or as to any Person or Award, or
would disqualify the Plan or any Award under any law deemed applicable by the
Administrator, such provision shall be construed or deemed amended to conform
to the applicable laws or, if it cannot be construed or deemed amended without,
in the determination of the Administrator, materially altering the intent 




 











     




of the Plan or the Award, such provision shall be
stricken as to such jurisdiction, Person or Award and the remainder of the Plan
and any such Award shall remain in full force and effect.


3.16      
 Sections 409A and 457A


To the
extent applicable, the Plan and Award Agreements shall be interpreted in
accordance with Sections 409A and 457A of the Code and Department of Treasury
regulations and other interpretive guidance issued thereunder.  Notwithstanding
any provision of the Plan or any applicable Award Agreement to the contrary, in
the event that the Administrator determines that any Award may be subject to
Section 409A or Section 457A of the Code, the Administrator may adopt such
amendments to the Plan and the applicable Award Agreement or adopt other
policies and procedures (including amendments, policies and procedures with
retroactive effect), or take any other actions, that the Administrator
determines are necessary or appropriate to (i) exempt the Plan and Award
from Sections 409A and 457A of the Code and/or preserve the intended tax
treatment of the benefits provided with respect to the Award, or (ii) comply
with the requirements of Sections 409A and 457A of the Code and related
Department of Treasury guidance and thereby avoid the application of penalty
taxes under Sections 409A and 457A of the Code, all in such a way so as to
retain, to the maximum extent possible, the originally intended economic and
tax benefits under the Award.


3.17      
 Forfeiture; Clawback


The Administrator
may, in its sole discretion, specify in the applicable Award Agreement that any
realized gain with respect to options or stock appreciation rights and any
realized value with respect to other Awards shall be subject to forfeiture or
clawback, in the event of (a) a grantee’s breach of any non-competition,
non-solicitation, confidentiality or other restrictive covenants with respect
to the Company or any Subsidiary or Affiliate, (b) a grantee’s breach of any
employment or consulting agreement with the Company or any Subsidiary or
Affiliate, (c) a grantee’s termination of employment or consultancy/service
relationship for Cause or (d) a financial restatement that reduces the amount
of compensation under the Plan previously awarded to a grantee that would have
been earned had results been properly reported.


3.18      
 No Trust or Fund Created


Neither the
Plan nor any Award shall create or be construed to create a trust or separate
fund of any kind or a fiduciary relationship between the Company or any
Subsidiary or Affiliate and an Award recipient or any other Person.  To the
extent that any Person acquires a right to receive payments from the Company or
any Subsidiary or Affiliate pursuant to an Award, such right shall be no
greater than the right of any unsecured general creditor of the Company or its
Subsidiary or Affiliate.


3.19      
 No Fractional Shares


No
fractional shares shall be issued or delivered pursuant to the Plan or any
Award, and the Administrator shall determine whether cash, other securities, or
other property shall be paid or transferred in lieu of any fractional shares or
whether such fractional shares or any rights thereto shall be canceled,
terminated, or otherwise eliminated.






 











     




3.20      
 Governing Law


The Plan
will be construed and administered in accordance with the laws of the State of
New York, without giving effect to principles of conflict of laws.