NEKTAR THERAPEUTICS


2012 PERFORMANCE INCENTIVE PLAN


 


1.PURPOSE
OF PLAN


 


The
purpose of this Nektar Therapeutics 2012 Performance Incentive Plan (this “Plan”) of Nektar Therapeutics, a
Delaware corporation (the “Corporation”), is to promote the success of the Corporation and to increase stockholder
value by providing an additional means through the grant of awards to attract, motivate, retain and reward selected employees and
other eligible persons. 


 


2.ELIGIBILITY


 


The Administrator (as such term
is defined in Section 3.1) may grant awards under this Plan only to those persons that the Administrator determines to be Eligible
Persons. An “Eligible Person” is any person who is either: (a) an officer (whether or not a director) or employee
of the Corporation or one of its Subsidiaries; (b) a director of the Corporation or one of its Subsidiaries; or (c) an individual
consultant or advisor who renders or has rendered bona fide services (other than services in connection with the offering or sale
of securities of the Corporation or one of its Subsidiaries in a capital-raising transaction or as a market maker or promoter of
securities of the Corporation or one of its Subsidiaries) to the Corporation or one of its Subsidiaries and who is selected to
participate in this Plan by the Administrator; provided, however, that a person who is otherwise an Eligible Person under clause
(c) above may participate in this Plan only if such participation would not adversely affect either the Corporation’s eligibility
to use Form S-8 to register under the Securities Act of 1933, as amended (the “Securities Act”), the offering
and sale of shares issuable under this Plan by the Corporation or the Corporation’s compliance with any other applicable
laws. An Eligible Person who has been granted an award (a “participant”) may, if otherwise eligible, be granted additional
awards if the Administrator shall so determine. As used herein, “Subsidiary” means any corporation or other
entity a majority of whose outstanding voting stock or voting power is beneficially owned directly or indirectly by the Corporation;
and “Board” means the Board of Directors of the Corporation.


 


3.PLAN
ADMINISTRATION


 


		3.1	The Administrator. This Plan shall be administered by and all awards
under this Plan shall be authorized by the Administrator. The “Administrator” means the Board or one or more
committees appointed by the Board or another committee (within its delegated authority) to administer all or certain aspects of
this Plan. Any such committee shall be comprised solely of one or more directors or such number of directors as may be required
under applicable law. A committee may delegate some or all of its authority to another committee so constituted. The Board or a
committee comprised solely of directors may also delegate, to the extent permitted by Section 157(c) of the Delaware General Corporation
Law and any other applicable law, to one or more officers of the Corporation, its powers under this Plan (a) to designate the officers
and employees of the Corporation and its Subsidiaries who will receive grants of awards under this Plan, and (b) to determine the
number of shares subject to, and the other terms and conditions of, such awards. The Board may delegate different levels of authority
to different committees with administrative and grant authority under this Plan. Unless otherwise provided in the Bylaws of the
Corporation or the applicable charter of any Administrator: (a) a majority of the members of the acting Administrator shall constitute
a quorum, and (b) the vote of a majority of the members present assuming the presence of a quorum or the unanimous written consent
of the members of the Administrator shall constitute action by the acting Administrator.



 






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With respect to awards intended to
satisfy the requirements for performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended
(the “Code”), this Plan shall be administered by a committee consisting solely of two or more outside directors
(as this requirement is applied under Section 162(m) of the Code); provided, however, that the failure to satisfy such requirement
shall not affect the validity of the action of any committee otherwise duly authorized and acting in the matter. Award grants,
and transactions in or involving awards, intended to be exempt under Rule 16b-3 under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), must be duly and timely authorized by the Board or a committee consisting solely of two
or more non-employee directors (as this requirement is applied under Rule 16b-3 promulgated under the Exchange Act). To the extent
required by any applicable listing agency, this Plan shall be administered by a committee composed entirely of independent directors
(within the meaning of the applicable listing agency).


 


		3.2	Powers of the Administrator. Subject to the express provisions of this
Plan, the Administrator is authorized and empowered to do all things necessary or desirable in connection with the authorization
of awards and the administration of this Plan (in the case of a committee or delegation to one or more officers, within the authority
delegated to that committee or person(s)), including, without limitation, the authority to:



 


		(a)	determine eligibility and, from among those persons determined to be eligible, the particular Eligible Persons who will receive
an award under this Plan;



 


		(b)	grant awards to Eligible Persons, determine the price at which securities will be offered or awarded and the number of securities
to be offered or awarded to any of such persons, determine the other specific terms and conditions of such awards consistent with
the express limits of this Plan, establish the installments (if any) in which such awards shall become exercisable or shall vest
(which may include, without limitation, performance and/or time-based schedules), or determine that no delayed exercisability or
vesting is required, establish any applicable performance targets, and establish the events of termination or reversion of such
awards;



 


		(c)	approve the forms of award agreements (which need not be identical either as to type of award or among participants);



 






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		(d)	construe and interpret this Plan and any agreements defining the rights and obligations of the Corporation, its Subsidiaries,
and participants under this Plan, further define the terms used in this Plan, and prescribe, amend and rescind rules and regulations
relating to the administration of this Plan or the awards granted under this Plan;



 


		(e)	cancel, modify, or waive the Corporation’s rights with respect to, or modify, discontinue, suspend, or terminate any
or all outstanding awards, subject to any required consent under Section 8.6.5;



 


		(f)	accelerate or extend the vesting or exercisability or extend the term of any or all such outstanding awards (in the case of
options or stock appreciation rights, within the maximum ten-year term of such awards) in such circumstances as the Administrator
may deem appropriate (including, without limitation, in connection with a termination of employment or services or other events
of a personal nature) subject to any required consent under Section 8.6.5;



 


		(g)	adjust the number of shares of Common Stock subject to any award, adjust the price of any or all outstanding awards or otherwise
change previously imposed terms and conditions, in such circumstances as the Administrator may deem appropriate, in each case subject
to Sections 4 and 8.6 (and subject to the no repricing provision below);



 


		(h)	determine the date of grant of an award, which may be a designated date after but not before the date of the Administrator’s
action (unless otherwise designated by the Administrator, the date of grant of an award shall be the date upon which the Administrator
took the action granting an award);



 


		(i)	determine whether, and the extent to which, adjustments are required pursuant to Section 7 hereof and authorize the termination,
conversion, substitution or succession of awards upon the occurrence of an event of the type described in Section 7;



 


		(j)	acquire or settle (subject to Sections 7 and 8.6) rights under awards in cash, stock of equivalent value, or other consideration
(subject to the no repricing provision below); and



 


		(k)	determine the fair market value of the Common Stock or awards under this Plan from time to time and/or the manner in which
such value will be determined.



 


Notwithstanding the foregoing and
except for an adjustment pursuant to Section 7.1 or a repricing approved by stockholders, in no case may the Administrator (1)
amend an outstanding stock option or SAR to reduce the exercise price or base price of the award, (2) cancel, exchange, or surrender
an outstanding stock option or SAR in exchange for cash or other awards for the purpose of repricing the award, or (3) cancel,
exchange, or surrender an outstanding stock option or SAR in exchange for an option or SAR with an exercise or base price that
is less than the exercise or base price of the original award.



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		3.3	Binding
                                                                                                                                                                  Determinations.
                                                                                                                                                                  Any
                                                                                                                                                                  action
                                                                                                                                                                  taken
                                                                                                                                                                  by,
                                                                                                                                                                  or
                                                                                                                                                                  inaction
                                                                                                                                                                  of,
                                                                                                                                                                  the
                                                                                                                                                                  Corporation,
                                                                                                                                                                  any
                                                                                                                                                                  Subsidiary,
                                                                                                                                                                  or
                                                                                                                                                                  the
                                                                                                                                                                  Administrator
                                                                                                                                                                  relating
                                                                                                                                                                  or
                                                                                                                                                                  pursuant
                                                                                                                                                                  to
                                                                                                                                                                  this
                                                                                                                                                                  Plan
                                                                                                                                                                  and
                                                                                                                                                                  within
                                                                                                                                                                  its
                                                                                                                                                                  authority
                                                                                                                                                                  hereunder
                                                                                                                                                                  or
                                                                                                                                                                  under
                                                                                                                                                                  applicable
                                                                                                                                                                  law
                                                                                                                                                                  shall
                                                                                                                                                                  be
                                                                                                                                                                  within
                                                                                                                                                                  the
                                                                                                                                                                  absolute
                                                                                                                                                                  discretion
                                                                                                                                                                  of
                                                                                                                                                                  that
                                                                                                                                                                  entity
                                                                                                                                                                  or
                                                                                                                                                                  body
                                                                                                                                                                  and
                                                                                                                                                                  shall
                                                                                                                                                                  be
                                                                                                                                                                  conclusive
                                                                                                                                                                  and
                                                                                                                                                                  binding
                                                                                                                                                                  upon
                                                                                                                                                                  all
                                                                                                                                                                  persons.
                                                                                                                                                                  Neither
                                                                                                                                                                  the
                                                                                                                                                                  Board
                                                                                                                                                                  nor
                                                                                                                                                                  any
                                                                                                                                                                  Board
                                                                                                                                                                  committee,
                                                                                                                                                                  nor
                                                                                                                                                                  any
                                                                                                                                                                  member
                                                                                                                                                                  thereof
                                                                                                                                                                  or
                                                                                                                                                                  person
                                                                                                                                                                  acting
                                                                                                                                                                  at
                                                                                                                                                                  the
                                                                                                                                                                  direction
                                                                                                                                                                  thereof,
                                                                                                                                                                  shall
                                                                                                                                                                  be
                                                                                                                                                                  liable
                                                                                                                                                                  for
                                                                                                                                                                  any
                                                                                                                                                                  act,
                                                                                                                                                                  omission,
                                                                                                                                                                  interpretation,
                                                                                                                                                                  construction
                                                                                                                                                                  or
                                                                                                                                                                  determination
                                                                                                                                                                  made
                                                                                                                                                                  in
                                                                                                                                                                  good
                                                                                                                                                                  faith
                                                                                                                                                                  in
                                                                                                                                                                  connection
                                                                                                                                                                  with
                                                                                                                                                                  this
                                                                                                                                                                  Plan
                                                                                                                                                                  (or
                                                                                                                                                                  any
                                                                                                                                                                  award
                                                                                                                                                                  made
                                                                                                                                                                  under
                                                                                                                                                                  this
                                                                                                                                                                  Plan),
                                                                                                                                                                  and
                                                                                                                                                                  all
                                                                                                                                                                  such
                                                                                                                                                                  persons
                                                                                                                                                                  shall
                                                                                                                                                                  be
                                                                                                                                                                  entitled
                                                                                                                                                                  to
                                                                                                                                                                  indemnification
                                                                                                                                                                  and
                                                                                                                                                                  reimbursement
                                                                                                                                                                  by
                                                                                                                                                                  the
                                                                                                                                                                  Corporation
                                                                                                                                                                  in
                                                                                                                                                                  respect
                                                                                                                                                                  of
                                                                                                                                                                  any
                                                                                                                                                                  claim,
                                                                                                                                                                  loss,
                                                                                                                                                                  damage
                                                                                                                                                                  or
                                                                                                                                                                  expense
                                                                                                                                                                  (including,
                                                                                                                                                                  without
                                                                                                                                                                  limitation,
                                                                                                                                                                  attorneys’
                                                                                                                                                                  fees)
                                                                                                                                                                  arising
                                                                                                                                                                  or
                                                                                                                                                                  resulting
                                                                                                                                                                  therefrom
                                                                                                                                                                  to
                                                                                                                                                                  the
                                                                                                                                                                  fullest
                                                                                                                                                                  extent
                                                                                                                                                                  permitted
                                                                                                                                                                  by
                                                                                                                                                                  law
                                                                                                                                                                  and/or
                                                                                                                                                                  under
                                                                                                                                                                  any
                                                                                                                                                                  directors
                                                                                                                                                                  and
                                                                                                                                                                  officers
                                                                                                                                                                  liability
                                                                                                                                                                  insurance
                                                                                                                                                                  coverage
                                                                                                                                                                  that
                                                                                                                                                                  may
                                                                                                                                                                  be
                                                                                                                                                                  in
                                                                                                                                                                  effect
                                                                                                                                                                  from
                                                                                                                                                                  time
                                                                                                                                                                  to
                                                                                                                                                                  time.
	 	 	 
	 	3.4	Reliance on Experts. In making any determination or in taking or not taking
                                  any action under this Plan, the Administrator may obtain and may rely upon the advice of experts,
                                  including employees and professional advisors to the Corporation. No director, officer or agent
                                  of the Corporation or any of its Subsidiaries shall be liable for any such action or determination
                                  taken or made or omitted in good faith.
	 	 	 
	 	3.5	Delegation. The Administrator may delegate ministerial, non-discretionary
                                  functions to individuals who are officers or employees of the Corporation or any of its Subsidiaries
                                  or to third parties.


 




 



4.SHARES
OF COMMON STOCK SUBJECT TO THE PLAN; SHARE LIMITS


 





	 	4.1	Shares Available. Subject
                                                                            to the provisions of Section 7.1, the capital stock
                                                                            that may be delivered under this Plan shall be shares
                                                                            of the Corporation’s authorized but unissued
                                                                            Common Stock and any shares of its Common Stock held
                                                                            as treasury shares. For purposes of this Plan, “Common
                                                                            Stock” shall mean the common stock of the
                                                                            Corporation and such other securities or property
                                                                            as may become the subject of awards under this Plan,
                                                                            or may become subject to such awards, pursuant to
                                                                            an adjustment made under Section 7.1.
	 	 	 
	 	4.2	Share Limits. The maximum number of shares of Common Stock that may be delivered
                                  pursuant to awards granted to Eligible Persons under this Plan (the “Share Limit”)
                                  is equal to:


 


 


		(1)	12,936,433 shares of Common Stock, less



 


		(2)	the number of any shares subject to awards granted under the Corporation’s 2008 Equity Incentive Plan, as amended (the
“2008 Plan”), and the Corporation’s 2000 Non-Officer Equity Incentive Plan, as amended and restated (the
“2000 Non-Officer Plan”), after December 31, 2011 and on or before the date of stockholder approval of this
Plan (with any shares subject to such awards that are “Full-Value Awards” being counted against the Share Limit based
on the Full-Value Award Ratio specified below), plus



 









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		(3)	the number of any shares subject to stock options granted under the 2008 Plan, the 2000 Non-Officer Plan, or the Corporation’s
2000 Equity Incentive Plan, as amended and restated (collectively, the “Prior Plans”) and outstanding as of
December 31, 2011 which expire, or for any reason are cancelled or terminated, after December 31, 2011 without being exercised,
plus



 


		(4)	the number of any shares subject to restricted stock and restricted stock unit awards granted under the Prior Plans that are
outstanding and unvested on December 31, 2011 that are forfeited, terminated, cancelled or otherwise reacquired by the Corporation
without having become vested (with any such shares increasing the Share Limit based on the Full Value Award Ratio specified below).



 


provided that in no event shall the
Share Limit exceed 30,186,624 shares (which is the sum of (1) the 12,936,433 shares set forth above, plus (2) the aggregate number
of shares subject to stock options previously granted and outstanding under the Prior Plans as of December 31, 2011, plus (3) 1.5
(the Full-Value Award Ratio) times the aggregate number of shares subject to restricted stock and restricted stock units previously
granted and outstanding under the Prior Plans as of December 31, 2011).


 


Shares issued in respect of any “Full-Value
Award” granted under this Plan shall be counted against the foregoing Share Limit as 1.5 shares for every one share issued
in connection with such award (the “Full-Value Award Ratio”). (For example, if a stock bonus of 100 shares of
Common Stock is granted under this Plan, 150 shares shall be charged against the Share Limit in connection with that award.) For
this purpose, a “Full-Value Award” means any award under this Plan that is not a stock option grant or
a stock appreciation right grant.


 


The following limits also apply with
respect to awards granted under this Plan:


 


		(a)	The maximum number of shares of Common Stock that may be delivered pursuant to options qualified as incentive stock options
granted under this Plan is 9,500,000 shares.



 


		(b)	The maximum number of shares of Common Stock subject to those options and stock appreciation rights that are granted during
any calendar year to any individual under this Plan is 3,000,000 shares.



 


		(c)	Additional limits with respect to Performance-Based Awards are set forth in Section 5.2.3.



 


Each
of the foregoing numerical limits is subject to adjustment as contemplated by Section 4.3, Section 7.1, and Section 8.10.



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		4.3	Awards Settled in Cash, Reissue of Awards and
                                                                      Shares. Except as provided in the next sentence,
                                                                      shares that are subject to or underlie awards granted under
                                                                      this Plan which expire or for any reason are cancelled or
                                                                      terminated, are forfeited, fail to vest, or for any other
                                                                      reason are not paid or delivered under this Plan shall again
                                                                      be available for subsequent awards under this Plan (with
                                                                      any such shares increasing the Share Limit based on the
                                                                      Full-Value Award Ratio specified in Section 4.2). Shares
                                                                      that are exchanged by a participant or withheld by the Corporation
                                                                      as full or partial payment in connection with any award
                                                                      under this Plan, as well as any shares exchanged by a participant
                                                                      or withheld by the Corporation or one of its Subsidiaries
                                                                      to satisfy the tax withholding obligations related to any
                                                                      award, shall not be available for subsequent awards under
                                                                      this Plan. To the extent that an award granted under this
                                                                      Plan is settled in cash or a form other than shares of Common
                                                                      Stock, the shares that would have been delivered had there
                                                                      been no such cash or other settlement shall again be available
                                                                      for subsequent awards under this Plan (with any such shares
                                                                      increasing the Share Limit based on the Full-Value Award
                                                                      Ratio specified in Section 4.2). In the event that shares
                                                                      of Common Stock are delivered in respect of a dividend equivalent
                                                                      right granted under this Plan, the number of shares delivered
                                                                      with respect to the award shall be counted against the share
                                                                      limits of this Plan (including, for purposes of clarity,
                                                                      the limits of Section 4.2 of this Plan). (For purposes of
                                                                      clarity, if 1,000 dividend equivalent rights are granted
                                                                      and outstanding when the Corporation pays a dividend, and
                                                                      50 shares are delivered in payment of those rights with
                                                                      respect to that dividend, 75 shares (after giving effect
                                                                      to the Full-Value Award premium counting rules) shall be
                                                                      counted against the share limits of this Plan). To the extent
                                                                      that shares of Common Stock are delivered pursuant to the
                                                                      exercise of a stock appreciation right or stock option granted
                                                                      under this Plan, the number of underlying shares as to which
                                                                      the exercise related shall be counted against the applicable
                                                                      share limits under Section 4.2, as opposed to only counting
                                                                      the shares issued. (For purposes of clarity, if a stock
                                                                      appreciation right relates to 100,000 shares and is exercised
                                                                      at a time when the payment due to the participant is 15,000
                                                                      shares, 100,000 shares shall be charged against the applicable
                                                                      share limits under Section 4.2 with respect to such exercise.)
                                                                      Refer to Section 8.10 for application of the foregoing share
                                                                      limits with respect to assumed awards. The foregoing adjustments
                                                                      to the share limits of this Plan are subject to any applicable
                                                                      limitations under Section 162(m) of the Code with respect
                                                                      to awards intended as performance-based compensation thereunder.
	 	 	 
	 	4.4	Reservation of Shares; No Fractional Shares; Minimum Issue. The Corporation
                                  shall at all times reserve a number of shares of Common Stock sufficient to cover the Corporation’s
                                  obligations and contingent obligations to deliver shares with respect to awards then outstanding
                                  under this Plan (exclusive of any dividend equivalent obligations to the extent the Corporation
                                  has the right to settle such rights in cash). No fractional shares shall be delivered under
                                  this Plan. The Administrator may pay cash in lieu of any fractional shares in settlements of
                                  awards under this Plan. The Administrator may from time to time impose a limit (of not greater
                                  than 100 shares) on the minimum number of shares that may be purchased or exercised as to awards
                                  granted under this Plan unless (as to any particular award) the total number purchased or exercised
                                  is the total number at the time available for purchase or exercise under the award.


 


 



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5.AWARDS


 


		5.1	Type and Form of Awards. The Administrator shall determine the type
or types of award(s) to be made to each selected Eligible Person. Awards may be granted singly, in combination or in tandem. Awards
also may be made in combination or in tandem with, in replacement of, as alternatives to, or as the payment form for grants or
rights under any other employee or compensation plan of the Corporation or one of its Subsidiaries. The types of awards that may
be granted under this Plan are (subject, in each case, to the no repricing provisions of Section 3.2):



 


5.1.1Stock
Options. A stock option is the grant of a right to purchase a specified number of shares of Common Stock during a specified
period as determined by the Administrator. An option may be intended as an incentive stock option within the meaning of Section
422 of the Code (an “ISO”) or a nonqualified stock option (an option not intended to be an ISO). The award agreement
for an option will indicate if the option is intended as an ISO; otherwise it will be deemed to be a nonqualified stock option.
The maximum term of each option (ISO or nonqualified) shall be eight (8) years. The per share exercise price for each option shall
be not less than 100% of the fair market value of a share of Common Stock on the date of grant of the option. When an option is
exercised, the exercise price for the shares to be purchased shall be paid in full in cash or such other method permitted by the
Administrator consistent with Section 5.5.


 


5.1.2Additional
Rules Applicable to ISOs. To the extent that the aggregate fair market value (determined at the time of grant of the applicable
option) of stock with respect to which ISOs first become exercisable by a participant in any calendar year exceeds $100,000, taking
into account both Common Stock subject to ISOs under this Plan and stock subject to ISOs under all other plans of the Corporation
or one of its Subsidiaries (or any parent or predecessor corporation to the extent required by and within the meaning of Section
422 of the Code and the regulations promulgated thereunder), such options shall be treated as nonqualified stock options. In reducing
the number of options treated as ISOs to meet the $100,000 limit, the most recently granted options shall be reduced first. To
the extent a reduction of simultaneously granted options is necessary to meet the $100,000 limit, the Administrator may, in the
manner and to the extent permitted by law, designate which shares of Common Stock are to be treated as shares acquired pursuant
to the exercise of an ISO. ISOs may only be granted to employees of the Corporation or one of its subsidiaries (for this purpose,
the term “subsidiary” is used as defined in Section 424(f) of the Code, which generally requires an unbroken chain
of ownership of at least 50% of the total combined voting power of all classes of stock of each subsidiary in the chain beginning
with the Corporation and ending with the subsidiary in question). There shall be imposed in any award agreement relating to ISOs
such other terms and conditions as from time to time are required in order that the option be an “incentive stock option”
as that term is defined in Section 422 of the Code. No ISO may be granted to any person who, at the time the option is granted,
owns (or is deemed to own under Section 424(d) of the Code) shares of outstanding Common Stock possessing more than 10% of the
total combined voting power of all classes of stock of the Corporation, unless the exercise price of such option is at least 110%
of the fair market value of the stock subject to the option and such option by its terms is not exercisable after the expiration
of five years from the date such option is granted.



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5.1.3Stock
Appreciation Rights. A stock appreciation right or “SAR” is a right to receive a payment, in cash and/or
Common Stock, equal to the excess of the fair market value of a specified number of shares of Common Stock on the date the SAR
is exercised over the “base price” of the award, which base price shall be set forth in the applicable award
agreement and shall be not less than 100% of the fair market value of a share of Common Stock on the date of grant of the SAR.
The maximum term of a SAR shall be eight (8) years.


 


5.1.4Other
Awards; Dividend Equivalent Rights. The other types of awards that may be granted under this Plan include: (a) stock bonuses,
restricted stock, performance stock, stock units, phantom stock or similar rights to purchase or acquire shares, whether at a fixed
or variable price or ratio related to the Common Stock, upon the passage of time, the occurrence of one or more events, or the
satisfaction of performance criteria or other conditions, or any combination thereof; (b) any similar securities with a value
derived from the value of or related to the Common Stock and/or returns thereon; or (c) cash awards. Dividend equivalent rights
may be granted as a separate award or in connection with another award under this Plan; provided, however, that dividend equivalent
rights may not be granted in connection with a stock option or SAR granted under this Plan. In addition, any dividends and/or dividend
equivalents as to the unvested portion of a restricted stock award that is subject to performance-based vesting requirements or
the unvested portion of a stock unit award that is subject to performance-based vesting requirements will be subject to termination
and forfeiture to the same extent as the corresponding portion of the award to which they relate.


 


		5.2	Section 162(m) Performance-Based Awards. Without limiting the generality
of the foregoing, any of the types of awards listed in Section 5.1.4 above may be, and options and SARs granted to officers and
employees (“Qualifying Options” and “Qualifying SARS,” respectively) typically will be, granted
as awards intended to satisfy the requirements for “performance-based compensation” within the meaning of Section 162(m)
of the Code (“Performance-Based Awards”). The grant, vesting, exercisability or payment of Performance-Based
Awards may depend (or, in the case of Qualifying Options or Qualifying SARs, may also depend) on the degree of achievement of one
or more performance goals relative to a pre-established targeted level or levels using one or more of the Business Criteria set
forth below (on an absolute or relative (including, without limitation, relative to the performance of other companies or upon
comparisons of any of the indicators of performance relative to other companies) basis) for the Corporation on a consolidated basis
or for one or more of the Corporation’s subsidiaries, segments, divisions or business units, or any combination of the foregoing.
Any Qualifying Option or Qualifying SAR shall be subject only to the requirements of Section 5.2.1 and 5.2.3 in order for such
award to satisfy the requirements for “performance-based compensation” under Section 162(m) of the Code. Any other
Performance-Based Award shall be subject to all of the following provisions of this Section 5.2.



 






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5.2.1Class;
Administrator. The eligible class of persons for Performance-Based Awards under this Section 5.2 shall be officers
and employees of the Corporation or one of its Subsidiaries. The Administrator approving Performance-Based Awards or making any
certification required pursuant to Section 5.2.4 must be constituted as provided in Section 3.1 for awards that are intended as
performance-based compensation under Section 162(m) of the Code.


 


5.2.2Performance
Goals. The specific performance goals for Performance-Based Awards (other than Qualifying Options and Qualifying SARs)
shall be, on an absolute or relative basis, established based on one or more of the following business criteria (“Business
Criteria”) as selected by the Administrator in its sole discretion: earnings per share, cash flow (which means cash and
cash equivalents derived from either net cash flow from operations or net cash flow from operations, financing and investing activities),
working capital, stock price, total stockholder return, gross revenue, revenue growth, gross profit, operating income (before or
after taxes), net earnings (before or after interest, taxes, depreciation and/or amortization), gross margin, operating margin,
net margin, return on equity or on assets or on net investment, cost containment or reduction, regulatory submissions or approvals,
manufacturing production, completion of strategic partnerships, research milestones, or any combination thereof. As applicable,
these terms are used as applied under generally accepted accounting principles or in the financial reporting of the Corporation
or of its Subsidiaries. To qualify awards as performance-based under Section 162(m), the applicable Business Criterion (or Business
Criteria, as the case may be) and specific performance goal or goals (“targets”) must be established and approved by
the Administrator during the first 90 days of the performance period (and, in the case of performance periods of less than one
year, in no event after 25% or more of the performance period has elapsed) and while performance relating to such target(s) remains
substantially uncertain within the meaning of Section 162(m) of the Code. The terms of the Performance-Based Awards may specify
the manner, if any, in which performance targets shall be adjusted to mitigate the unbudgeted impact of material, unusual or nonrecurring
gains and losses, accounting changes or other extraordinary events not foreseen at the time the targets were set unless the Administrator
provides otherwise at the time of establishing the targets. The applicable performance measurement period may not be less than
three months nor more than 10 years.



    	9



    	 



    
 


5.2.3Form
of Payment; Maximum Performance-Based Award. Grants or awards under this Section 5.2 may be paid in cash or shares of Common
Stock or any combination thereof. Grants of Qualifying Options and Qualifying SARs to any one participant in any one calendar year
shall be subject to the limit set forth in Section 4.2(b). The maximum number of shares of Common Stock which may be subject to
Performance-Based Awards (including Performance-Based Awards payable in shares of Common Stock and Performance-Based Awards payable
in cash where the amount of cash payable upon or following vesting of the award is determined with reference to the fair market
value of a share of Common Stock at such time) that are granted to any one participant in any one calendar year shall not exceed
3,000,000 shares, either individually or in the aggregate, subject to adjustment as provided in Section 7.1; provided that
this limit shall not apply to Qualifying Options and Qualifying SARs (which are covered by the limit of Section 4.2(b)). The aggregate
amount of compensation to be paid to any one participant in respect of all Performance-Based Awards payable only in cash (excluding
cash awards covered by the preceding sentence where the cash payment is determined with reference to the fair market value of a
share of Common Stock upon or following the vesting of the award) and granted to that participant in any one calendar year shall
not exceed $5,000,000. Awards that are cancelled during the year shall be counted against these limits to the extent required by
Section 162(m) of the Code.


 


5.2.4Certification
of Payment. Before any Performance-Based Award under this Section 5.2 (other than Qualifying Options and Qualifying SARs)
is paid and to the extent required to qualify the award as performance-based compensation within the meaning of Section 162(m)
of the Code, the Administrator must certify in writing that the performance target(s) and any other material terms of the Performance-Based
Award were in fact timely satisfied.


 


5.2.5Reservation
of Discretion. The Administrator will have the discretion to determine the restrictions or other limitations of the individual
awards granted under this Section 5.2 including the authority to reduce awards, payouts or vesting or to pay no awards, in its
sole discretion, if the Administrator preserves such authority at the time of grant by language to this effect in its authorizing
resolutions or otherwise.


 


5.2.6Expiration
of Grant Authority. As required pursuant to Section 162(m) of the Code and the regulations promulgated thereunder, the
Administrator’s authority to grant new awards that are intended to qualify as performance-based compensation within the meaning
of Section 162(m) of the Code (other than Qualifying Options and Qualifying SARs) shall terminate upon the first meeting of the
Corporation’s stockholders that occurs in the fifth year following the year in which the Corporation’s stockholders
first approve this Plan, subject to any subsequent extension that may be approved by stockholders.


 





		5.3	Award
                                                                                                                                                                  Agreements.
                                                                                                                                                                  Each
                                                                                                                                                                  award
                                                                                                                                                                  shall
                                                                                                                                                                  be
                                                                                                                                                                  evidenced
                                                                                                                                                                  by
                                                                                                                                                                  either
                                                                                                                                                                  (1)
                                                                                                                                                                  a
                                                                                                                                                                  written
                                                                                                                                                                  award
                                                                                                                                                                  agreement
                                                                                                                                                                  in
                                                                                                                                                                  a
                                                                                                                                                                  form
                                                                                                                                                                  approved
                                                                                                                                                                  by
                                                                                                                                                                  the
                                                                                                                                                                  Administrator
                                                                                                                                                                  and
                                                                                                                                                                  executed
                                                                                                                                                                  by
                                                                                                                                                                  the
                                                                                                                                                                  Corporation
                                                                                                                                                                  by
                                                                                                                                                                  an
                                                                                                                                                                  officer
                                                                                                                                                                  duly
                                                                                                                                                                  authorized
                                                                                                                                                                  to
                                                                                                                                                                  act
                                                                                                                                                                  on
                                                                                                                                                                  its
                                                                                                                                                                  behalf,
                                                                                                                                                                  or
                                                                                                                                                                  (2)
                                                                                                                                                                  an
                                                                                                                                                                  electronic
                                                                                                                                                                  notice
                                                                                                                                                                  of
                                                                                                                                                                  award
                                                                                                                                                                  grant
                                                                                                                                                                  in
                                                                                                                                                                  a
                                                                                                                                                                  form
                                                                                                                                                                  approved
                                                                                                                                                                  by
                                                                                                                                                                  the
                                                                                                                                                                  Administrator
                                                                                                                                                                  and
                                                                                                                                                                  recorded
                                                                                                                                                                  by
                                                                                                                                                                  the
                                                                                                                                                                  Corporation
                                                                                                                                                                  (or
                                                                                                                                                                  its
                                                                                                                                                                  designee)
                                                                                                                                                                  in
                                                                                                                                                                  an
                                                                                                                                                                  electronic
                                                                                                                                                                  recordkeeping
                                                                                                                                                                  system
                                                                                                                                                                  used
                                                                                                                                                                  for
                                                                                                                                                                  the
                                                                                                                                                                  purpose
                                                                                                                                                                  of
                                                                                                                                                                  tracking
                                                                                                                                                                  award
                                                                                                                                                                  grants
                                                                                                                                                                  under
                                                                                                                                                                  this
                                                                                                                                                                  Plan
                                                                                                                                                                  generally
                                                                                                                                                                  (in
                                                                                                                                                                  each
                                                                                                                                                                  case,
                                                                                                                                                                  an
                                                                                                                                                                  “award
                                                                                                                                                                  agreement”),
                                                                                                                                                                  as
                                                                                                                                                                  the
                                                                                                                                                                  Administrator
                                                                                                                                                                  may
                                                                                                                                                                  provide
                                                                                                                                                                  and,
                                                                                                                                                                  in
                                                                                                                                                                  each
                                                                                                                                                                  case
                                                                                                                                                                  and
                                                                                                                                                                  if
                                                                                                                                                                  required
                                                                                                                                                                  by
                                                                                                                                                                  the
                                                                                                                                                                  Administrator,
                                                                                                                                                                  executed
                                                                                                                                                                  or
                                                                                                                                                                  otherwise
                                                                                                                                                                  electronically
                                                                                                                                                                  accepted
                                                                                                                                                                  by
                                                                                                                                                                  the
                                                                                                                                                                  recipient
                                                                                                                                                                  of
                                                                                                                                                                  the
                                                                                                                                                                  award
                                                                                                                                                                  in
                                                                                                                                                                  such
                                                                                                                                                                  form
                                                                                                                                                                  and
                                                                                                                                                                  manner
                                                                                                                                                                  as
                                                                                                                                                                  the
                                                                                                                                                                  Administrator
                                                                                                                                                                  may
                                                                                                                                                                  require.
                                                                                                                                                                  The
                                                                                                                                                                  Administrator
                                                                                                                                                                  may
                                                                                                                                                                  authorize
                                                                                                                                                                  any
                                                                                                                                                                  officer
                                                                                                                                                                  of
                                                                                                                                                                  the
                                                                                                                                                                  Corporation
                                                                                                                                                                  (other
                                                                                                                                                                  than
                                                                                                                                                                  the
                                                                                                                                                                  particular
                                                                                                                                                                  award
                                                                                                                                                                  recipient)
                                                                                                                                                                  to
                                                                                                                                                                  execute
                                                                                                                                                                  any
                                                                                                                                                                  or
                                                                                                                                                                  all
                                                                                                                                                                  award
                                                                                                                                                                  agreements
                                                                                                                                                                  on
                                                                                                                                                                  behalf
                                                                                                                                                                  of
                                                                                                                                                                  the
                                                                                                                                                                  Corporation.
                                                                                                                                                                  The
                                                                                                                                                                  award
                                                                                                                                                                  agreement
                                                                                                                                                                  shall
                                                                                                                                                                  set
                                                                                                                                                                  forth
                                                                                                                                                                  the
                                                                                                                                                                  material
                                                                                                                                                                  terms
                                                                                                                                                                  and
                                                                                                                                                                  conditions
                                                                                                                                                                  of
                                                                                                                                                                  the
                                                                                                                                                                  award
                                                                                                                                                                  as
                                                                                                                                                                  established
                                                                                                                                                                  by
                                                                                                                                                                  the
                                                                                                                                                                  Administrator
                                                                                                                                                                  consistent
                                                                                                                                                                  with
                                                                                                                                                                  the
                                                                                                                                                                  express
                                                                                                                                                                  limitations
                                                                                                                                                                  of
                                                                                                                                                                  this
                                                                                                                                                                  Plan.


 






    	10



    	 



    
 


		5.4	Deferrals and Settlements. Payment of awards may be in the form of cash,
Common Stock, other awards or combinations thereof as the Administrator shall determine, and with such restrictions as it may impose.
The Administrator may also require or permit participants to elect to defer the issuance of shares or the settlement of awards
in cash under such rules and procedures as it may establish under this Plan. The Administrator may also provide that deferred settlements
include the payment or crediting of interest or other earnings on the deferral amounts, or the payment or crediting of dividend
equivalents where the deferred amounts are denominated in shares.



 


		5.5	Consideration for Common Stock or Awards. The purchase price for any
award granted under this Plan or the Common Stock to be delivered pursuant to an award, as applicable, may be paid by means of
any lawful consideration as determined by the Administrator, including, without limitation, one or a combination of the following
methods:



 


		·	services rendered by the recipient of such award;



 


		·	cash, check payable to the order of the Corporation, or electronic funds transfer;



 


		·	notice and third party payment in such manner as may be authorized by the Administrator;



 


		·	the delivery of previously owned shares of Common Stock;



 


		·	by a reduction in the number of shares otherwise deliverable pursuant to the award;
or



 


		·	subject to such procedures as the Administrator may adopt, pursuant to a “cashless
exercise” with a third party who provides financing for the purposes of (or who otherwise facilitates) the purchase or exercise
of awards.



 


In
no event shall any shares newly-issued by the Corporation be issued for less than the minimum lawful consideration for such shares
or for consideration other than consideration permitted by applicable state law. Shares of Common Stock used to satisfy the exercise
price of an option shall be valued at their fair market value on the date of exercise. The Corporation will not be obligated to
deliver any shares unless and until it receives full payment of the exercise or purchase price therefor and any related withholding
obligations under Section 8.5 and any other conditions to exercise or purchase have been satisfied. Unless otherwise expressly
provided in the applicable award agreement, the Administrator may at any time eliminate or limit a participant’s ability
to pay the purchase or exercise price of any award or shares by any method other than cash payment to the Corporation.



    	11



    	 



    



 


		5.6	Definition of Fair Market Value. For purposes of this Plan, “fair
market value” shall mean, unless otherwise determined or provided by the Administrator in the circumstances, the closing
price (in regular trading) for a share of Common Stock on the NASDAQ Stock Market (the “Market”) for the date
in question or, if no sales of Common Stock were reported on the Market on that date, the closing price (in regular trading) for
a share of Common Stock on the Market for the next preceding day on which sales of Common Stock were reported on the Market. The
Administrator may, however, provide with respect to one or more awards that the fair market value shall equal the closing price
(in regular trading) for a share of Common Stock on the Market on the last trading day preceding the date in question or the average
of the high and low trading prices of a share of Common Stock on the Market for the date in question or the most recent trading
day. If the Common Stock is no longer listed or is no longer actively traded on the Market as of the applicable date, the fair
market value of the Common Stock shall be the value as reasonably determined by the Administrator for purposes of the award in
the circumstances. The Administrator also may adopt a different methodology for determining fair market value with respect to one
or more awards if a different methodology is necessary or advisable to secure any intended favorable tax, legal or other treatment
for the particular award(s) (for example, and without limitation, the Administrator may provide that fair market value for purposes
of one or more awards will be based on an average of closing prices (or the average of high and low daily trading prices) for a
specified period preceding the relevant date). 
	 	 	 
	 	5.7	Transfer Restrictions.



  


5.7.1Limitations
on Exercise and Transfer. Unless otherwise expressly provided in (or pursuant to) this Section 5.7 or required by applicable
law: (a) all awards are non-transferable and shall not be subject in any manner to sale, transfer, anticipation, alienation, assignment,
pledge, encumbrance or charge; (b) awards shall be exercised only by the participant; and (c) amounts payable or shares issuable
pursuant to any award shall be delivered only to (or for the account of) the participant.


 


5.7.2Exceptions.
The Administrator may permit awards to be exercised by and paid to, or otherwise transferred to, other persons or entities pursuant
to such conditions and procedures, including limitations on subsequent transfers, as the Administrator may, in its sole discretion,
establish in writing. Any permitted transfer shall be subject to compliance with applicable federal and state securities laws and
shall not be for value (other than nominal consideration, settlement of marital property rights, or for interests in an entity
in which more than 50% of the voting interests are held by the Eligible Person or by the Eligible Person’s family members).


 


5.7.3Further
Exceptions to Limits on Transfer. The exercise and transfer restrictions in Section 5.7.1 shall not apply to:



    	12



    	 



    
 


		(a)	transfers to the Corporation (for example, in connection with the expiration or termination of the award),
	 	 	 
	 	(b)	the designation of a beneficiary
to receive benefits in the event of the participant’s death or, if the participant has died, transfers to or exercise by
the participant’s beneficiary, or, in the absence of a validly designated beneficiary, transfers by will or the laws of descent
and distribution,



 


		(c)	subject to any applicable limitations on ISOs, transfers to a family member (or former family member) pursuant to a domestic
relations order if approved or ratified by the Administrator,



 


		(d)	if the participant has suffered a disability, permitted transfers or exercises on behalf of the participant by his or her legal
representative, or



 


		(e)	the authorization by the Administrator of “cashless exercise” procedures with third parties who provide financing
for the purpose of (or who otherwise facilitate) the exercise of awards consistent with applicable laws and the express authorization
of the Administrator.



 


		5.8	International Awards. One or more awards may be granted to Eligible
Persons who provide services to the Corporation or one of its Subsidiaries outside of the United States. Any awards granted to
such persons may be granted pursuant to the terms and conditions of any applicable sub-plans, if any, appended to this Plan and
approved by the Administrator.



 


6.EFFECT
OF TERMINATION OF EMPLOYMENT OR SERVICE ON AWARDS


 


		6.1	General. The Administrator shall establish the effect of a termination
of employment or service on the rights and benefits under each award under this Plan and in so doing may make distinctions based
upon, inter alia, the cause of termination and type of award. If the participant is not an employee of the Corporation or one of
its Subsidiaries and provides other services to the Corporation or one of its Subsidiaries, the Administrator shall be the sole
judge for purposes of this Plan (unless a contract or the award otherwise provides) of whether the participant continues to render
services to the Corporation or one of its Subsidiaries and the date, if any, upon which such services shall be deemed to have terminated.



 


		6.2	Events Not Deemed Terminations of Service. Unless the express policy
of the Corporation or one of its Subsidiaries, or the Administrator, otherwise provides, the employment relationship shall not
be considered terminated in the case of (a) sick leave, (b) military leave, or (c) any other leave of absence authorized by the
Corporation or one of its Subsidiaries, or the Administrator; provided that, unless reemployment upon the expiration of such leave
is guaranteed by contract or law or the Administrator otherwise provides, such leave is for a period of not more than three months.
In the case of any employee of the Corporation or one of its Subsidiaries on an approved leave of absence, continued vesting of
the award while on leave from the employ of the Corporation or one of its Subsidiaries may be suspended until the employee returns
to service, unless the Administrator otherwise provides or applicable law otherwise requires. In no event shall an award be exercised
after the expiration of the term set forth in the applicable award agreement.



 






    	13



    	 



    
 


		6.3	Effect of Change of Subsidiary Status. For purposes of this Plan and
any award, if an entity ceases to be a Subsidiary of the Corporation a termination of employment or service shall be deemed to
have occurred with respect to each Eligible Person in respect of such Subsidiary who does not continue as an Eligible Person in
respect of the Corporation or another Subsidiary that continues as such after giving effect to the transaction or other event giving
rise to the change in status unless the Subsidiary that is sold, spun-off or otherwise divested (or its successor or a direct or
indirect parent of such Subsidiary or successor) assumes the Eligible Person’s award(s) in connection with such transaction.



 


7.ADJUSTMENTS;
ACCELERATION


 





		7.1	Adjustments.
                                                                                                                                                                  Subject
                                                                                                                                                                  to
                                                                                                                                                                  Section
                                                                                                                                                                  7.2,
                                                                                                                                                                  upon
                                                                                                                                                                  (or,
                                                                                                                                                                  as
                                                                                                                                                                  may
                                                                                                                                                                  be
                                                                                                                                                                  necessary
                                                                                                                                                                  to
                                                                                                                                                                  effect
                                                                                                                                                                  the
                                                                                                                                                                  adjustment,
                                                                                                                                                                  immediately
                                                                                                                                                                  prior
                                                                                                                                                                  to):
                                                                                                                                                                  any
                                                                                                                                                                  reclassification,
                                                                                                                                                                  recapitalization,
                                                                                                                                                                  stock
                                                                                                                                                                  split
                                                                                                                                                                  (including
                                                                                                                                                                  a
                                                                                                                                                                  stock
                                                                                                                                                                  split
                                                                                                                                                                  in
                                                                                                                                                                  the
                                                                                                                                                                  form
                                                                                                                                                                  of
                                                                                                                                                                  a
                                                                                                                                                                  stock
                                                                                                                                                                  dividend)
                                                                                                                                                                  or
                                                                                                                                                                  reverse
                                                                                                                                                                  stock
                                                                                                                                                                  split;
                                                                                                                                                                  any
                                                                                                                                                                  merger,
                                                                                                                                                                  combination,
                                                                                                                                                                  consolidation,
                                                                                                                                                                  or
                                                                                                                                                                  other
                                                                                                                                                                  reorganization;
                                                                                                                                                                  any
                                                                                                                                                                  spin-off,
                                                                                                                                                                  split-up,
                                                                                                                                                                  or
                                                                                                                                                                  similar
                                                                                                                                                                  extraordinary
                                                                                                                                                                  dividend
                                                                                                                                                                  distribution
                                                                                                                                                                  in
                                                                                                                                                                  respect
                                                                                                                                                                  of
                                                                                                                                                                  the
                                                                                                                                                                  Common
                                                                                                                                                                  Stock;
                                                                                                                                                                  or
                                                                                                                                                                  any
                                                                                                                                                                  exchange
                                                                                                                                                                  of
                                                                                                                                                                  Common
                                                                                                                                                                  Stock
                                                                                                                                                                  or
                                                                                                                                                                  other
                                                                                                                                                                  securities
                                                                                                                                                                  of
                                                                                                                                                                  the
                                                                                                                                                                  Corporation,
                                                                                                                                                                  or
                                                                                                                                                                  any
                                                                                                                                                                  similar,
                                                                                                                                                                  unusual
                                                                                                                                                                  or
                                                                                                                                                                  extraordinary
                                                                                                                                                                  corporate
                                                                                                                                                                  transaction
                                                                                                                                                                  in
                                                                                                                                                                  respect
                                                                                                                                                                  of
                                                                                                                                                                  the
                                                                                                                                                                  Common
                                                                                                                                                                  Stock;
                                                                                                                                                                  then
                                                                                                                                                                  the
                                                                                                                                                                  Administrator
                                                                                                                                                                  shall
                                                                                                                                                                  equitably
                                                                                                                                                                  and
                                                                                                                                                                  proportionately
                                                                                                                                                                  adjust
                                                                                                                                                                  (1)
                                                                                                                                                                  the
                                                                                                                                                                  number
                                                                                                                                                                  and
                                                                                                                                                                  type
                                                                                                                                                                  of
                                                                                                                                                                  shares
                                                                                                                                                                  of
                                                                                                                                                                  Common
                                                                                                                                                                  Stock
                                                                                                                                                                  (or
                                                                                                                                                                  other
                                                                                                                                                                  securities)
                                                                                                                                                                  that
                                                                                                                                                                  thereafter
                                                                                                                                                                  may
                                                                                                                                                                  be
                                                                                                                                                                  made
                                                                                                                                                                  the
                                                                                                                                                                  subject
                                                                                                                                                                  of
                                                                                                                                                                  awards
                                                                                                                                                                  (including
                                                                                                                                                                  the
                                                                                                                                                                  specific
                                                                                                                                                                  share
                                                                                                                                                                  limits,
                                                                                                                                                                  maximums
                                                                                                                                                                  and
                                                                                                                                                                  numbers
                                                                                                                                                                  of
                                                                                                                                                                  shares
                                                                                                                                                                  set
                                                                                                                                                                  forth
                                                                                                                                                                  elsewhere
                                                                                                                                                                  in
                                                                                                                                                                  this
                                                                                                                                                                  Plan),
                                                                                                                                                                  (2)
                                                                                                                                                                  the
                                                                                                                                                                  number,
                                                                                                                                                                  amount
                                                                                                                                                                  and
                                                                                                                                                                  type
                                                                                                                                                                  of
                                                                                                                                                                  shares
                                                                                                                                                                  of
                                                                                                                                                                  Common
                                                                                                                                                                  Stock
                                                                                                                                                                  (or
                                                                                                                                                                  other
                                                                                                                                                                  securities
                                                                                                                                                                  or
                                                                                                                                                                  property)
                                                                                                                                                                  subject
                                                                                                                                                                  to
                                                                                                                                                                  any
                                                                                                                                                                  outstanding
                                                                                                                                                                  awards,
                                                                                                                                                                  (3)
                                                                                                                                                                  the
                                                                                                                                                                  grant,
                                                                                                                                                                  purchase,
                                                                                                                                                                  or
                                                                                                                                                                  exercise
                                                                                                                                                                  price
                                                                                                                                                                  (which
                                                                                                                                                                  term
                                                                                                                                                                  includes
                                                                                                                                                                  the
                                                                                                                                                                  base
                                                                                                                                                                  price
                                                                                                                                                                  of
                                                                                                                                                                  any
                                                                                                                                                                  SAR
                                                                                                                                                                  or
                                                                                                                                                                  similar
                                                                                                                                                                  right)
                                                                                                                                                                  of
                                                                                                                                                                  any
                                                                                                                                                                  outstanding
                                                                                                                                                                  awards,
                                                                                                                                                                  and/or
                                                                                                                                                                  (4)
                                                                                                                                                                  the
                                                                                                                                                                  securities,
                                                                                                                                                                  cash
                                                                                                                                                                  or
                                                                                                                                                                  other
                                                                                                                                                                  property
                                                                                                                                                                  deliverable
                                                                                                                                                                  upon
                                                                                                                                                                  exercise
                                                                                                                                                                  or
                                                                                                                                                                  payment
                                                                                                                                                                  of
                                                                                                                                                                  any
                                                                                                                                                                  outstanding
                                                                                                                                                                  awards,
                                                                                                                                                                  in
                                                                                                                                                                  each
                                                                                                                                                                  case
                                                                                                                                                                  to
                                                                                                                                                                  the
                                                                                                                                                                  extent
                                                                                                                                                                  necessary
                                                                                                                                                                  to
                                                                                                                                                                  preserve
                                                                                                                                                                  (but
                                                                                                                                                                  not
                                                                                                                                                                  increase)
                                                                                                                                                                  the
                                                                                                                                                                  level
                                                                                                                                                                  of
                                                                                                                                                                  incentives
                                                                                                                                                                  intended
                                                                                                                                                                  by
                                                                                                                                                                  this
                                                                                                                                                                  Plan
                                                                                                                                                                  and
                                                                                                                                                                  the
                                                                                                                                                                  then-outstanding
                                                                                                                                                                  awards.


  


Unless otherwise expressly provided
in the applicable award agreement, upon (or, as may be necessary to effect the adjustment, immediately prior to) any event or transaction
described in the preceding paragraph or a sale of all or substantially all of the business or assets of the Corporation as an entirety,
the Administrator shall equitably and proportionately adjust the performance standards applicable to any then-outstanding performance-based
awards to the extent necessary to preserve (but not increase) the level of incentives intended by this Plan and the then-outstanding
performance-based awards.


 


It is intended that, if possible,
any adjustments contemplated by the preceding two paragraphs be made in a manner that satisfies applicable U.S. legal, tax (including,
without limitation and as applicable in the circumstances, Section 424 of the Code, Section 409A of the Code and Section 162(m)
of the Code) and accounting (so as to not trigger any charge to earnings with respect to such adjustment) requirements.



    	14



    	 



    
 


Without limiting the generality of
Section 3.3, any good faith determination by the Administrator as to whether an adjustment is required in the circumstances pursuant
to this Section 7.1, and the extent and nature of any such adjustment, shall be conclusive and binding on all persons.


 





		7.2	Corporate
                                                                                                                                                                  Transactions
                                                                                                                                                                  -
                                                                                                                                                                  Assumption
                                                                                                                                                                  and
                                                                                                                                                                  Termination
                                                                                                                                                                  of
                                                                                                                                                                  Awards.
                                                                                                                                                                  Upon
                                                                                                                                                                  the
                                                                                                                                                                  occurrence
                                                                                                                                                                  of
                                                                                                                                                                  any
                                                                                                                                                                  of
                                                                                                                                                                  the
                                                                                                                                                                  following:
                                                                                                                                                                  any
                                                                                                                                                                  merger,
                                                                                                                                                                  combination,
                                                                                                                                                                  consolidation,
                                                                                                                                                                  or
                                                                                                                                                                  other
                                                                                                                                                                  reorganization
                                                                                                                                                                  in
                                                                                                                                                                  connection
                                                                                                                                                                  with
                                                                                                                                                                  which
                                                                                                                                                                  the
                                                                                                                                                                  Corporation
                                                                                                                                                                  does
                                                                                                                                                                  not
                                                                                                                                                                  survive
                                                                                                                                                                  (or
                                                                                                                                                                  does
                                                                                                                                                                  not
                                                                                                                                                                  survive
                                                                                                                                                                  as
                                                                                                                                                                  a
                                                                                                                                                                  public
                                                                                                                                                                  company
                                                                                                                                                                  in
                                                                                                                                                                  respect
                                                                                                                                                                  of
                                                                                                                                                                  its
                                                                                                                                                                  Common
                                                                                                                                                                  Stock);
                                                                                                                                                                  any
                                                                                                                                                                  exchange
                                                                                                                                                                  of
                                                                                                                                                                  Common
                                                                                                                                                                  Stock
                                                                                                                                                                  or
                                                                                                                                                                  other
                                                                                                                                                                  securities
                                                                                                                                                                  of
                                                                                                                                                                  the
                                                                                                                                                                  Corporation
                                                                                                                                                                  in
                                                                                                                                                                  connection
                                                                                                                                                                  with
                                                                                                                                                                  which
                                                                                                                                                                  the
                                                                                                                                                                  Corporation
                                                                                                                                                                  does
                                                                                                                                                                  not
                                                                                                                                                                  survive
                                                                                                                                                                  (or
                                                                                                                                                                  does
                                                                                                                                                                  not
                                                                                                                                                                  survive
                                                                                                                                                                  as
                                                                                                                                                                  a
                                                                                                                                                                  public
                                                                                                                                                                  company
                                                                                                                                                                  in
                                                                                                                                                                  respect
                                                                                                                                                                  of
                                                                                                                                                                  its
                                                                                                                                                                  Common
                                                                                                                                                                  Stock);
                                                                                                                                                                  a
                                                                                                                                                                  sale
                                                                                                                                                                  of
                                                                                                                                                                  all
                                                                                                                                                                  or
                                                                                                                                                                  substantially
                                                                                                                                                                  all
                                                                                                                                                                  the
                                                                                                                                                                  business,
                                                                                                                                                                  stock
                                                                                                                                                                  or
                                                                                                                                                                  assets
                                                                                                                                                                  of
                                                                                                                                                                  the
                                                                                                                                                                  Corporation
                                                                                                                                                                  in
                                                                                                                                                                  connection
                                                                                                                                                                  with
                                                                                                                                                                  which
                                                                                                                                                                  the
                                                                                                                                                                  Corporation
                                                                                                                                                                  does
                                                                                                                                                                  not
                                                                                                                                                                  survive
                                                                                                                                                                  (or
                                                                                                                                                                  does
                                                                                                                                                                  not
                                                                                                                                                                  survive
                                                                                                                                                                  as
                                                                                                                                                                  a
                                                                                                                                                                  public
                                                                                                                                                                  company
                                                                                                                                                                  in
                                                                                                                                                                  respect
                                                                                                                                                                  of
                                                                                                                                                                  its
                                                                                                                                                                  Common
                                                                                                                                                                  Stock);
                                                                                                                                                                  a
                                                                                                                                                                  dissolution
                                                                                                                                                                  of
                                                                                                                                                                  the
                                                                                                                                                                  Corporation;
                                                                                                                                                                  or
                                                                                                                                                                  any
                                                                                                                                                                  other
                                                                                                                                                                  event
                                                                                                                                                                  in
                                                                                                                                                                  which
                                                                                                                                                                  the
                                                                                                                                                                  Corporation
                                                                                                                                                                  does
                                                                                                                                                                  not
                                                                                                                                                                  survive
                                                                                                                                                                  (or
                                                                                                                                                                  does
                                                                                                                                                                  not
                                                                                                                                                                  survive
                                                                                                                                                                  as
                                                                                                                                                                  a
                                                                                                                                                                  public
                                                                                                                                                                  company
                                                                                                                                                                  in
                                                                                                                                                                  respect
                                                                                                                                                                  of
                                                                                                                                                                  its
                                                                                                                                                                  Common
                                                                                                                                                                  Stock);
                                                                                                                                                                  then
                                                                                                                                                                  the
                                                                                                                                                                  Administrator
                                                                                                                                                                  may
                                                                                                                                                                  make
                                                                                                                                                                  provision
                                                                                                                                                                  for
                                                                                                                                                                  a
                                                                                                                                                                  cash
                                                                                                                                                                  payment
                                                                                                                                                                  in
                                                                                                                                                                  settlement
                                                                                                                                                                  of,
                                                                                                                                                                  or
                                                                                                                                                                  for
                                                                                                                                                                  the
                                                                                                                                                                  termination,
                                                                                                                                                                  assumption,
                                                                                                                                                                  substitution
                                                                                                                                                                  or
                                                                                                                                                                  exchange
                                                                                                                                                                  of
                                                                                                                                                                  any
                                                                                                                                                                  or
                                                                                                                                                                  all
                                                                                                                                                                  outstanding
                                                                                                                                                                  share-based
                                                                                                                                                                  awards
                                                                                                                                                                  or
                                                                                                                                                                  the
                                                                                                                                                                  cash,
                                                                                                                                                                  securities
                                                                                                                                                                  or
                                                                                                                                                                  property
                                                                                                                                                                  deliverable
                                                                                                                                                                  to
                                                                                                                                                                  the
                                                                                                                                                                  holder
                                                                                                                                                                  of
                                                                                                                                                                  any
                                                                                                                                                                  or
                                                                                                                                                                  all
                                                                                                                                                                  outstanding
                                                                                                                                                                  share-based
                                                                                                                                                                  awards,
                                                                                                                                                                  based
                                                                                                                                                                  upon,
                                                                                                                                                                  to
                                                                                                                                                                  the
                                                                                                                                                                  extent
                                                                                                                                                                  relevant
                                                                                                                                                                  under
                                                                                                                                                                  the
                                                                                                                                                                  circumstances,
                                                                                                                                                                  the
                                                                                                                                                                  distribution
                                                                                                                                                                  or
                                                                                                                                                                  consideration
                                                                                                                                                                  payable
                                                                                                                                                                  to
                                                                                                                                                                  holders
                                                                                                                                                                  of
                                                                                                                                                                  the
                                                                                                                                                                  Common
                                                                                                                                                                  Stock
                                                                                                                                                                  upon
                                                                                                                                                                  or
                                                                                                                                                                  in
                                                                                                                                                                  respect
                                                                                                                                                                  of
                                                                                                                                                                  such
                                                                                                                                                                  event.
                                                                                                                                                                  Upon
                                                                                                                                                                  the
                                                                                                                                                                  occurrence
                                                                                                                                                                  of
                                                                                                                                                                  any
                                                                                                                                                                  event
                                                                                                                                                                  described
                                                                                                                                                                  in
                                                                                                                                                                  the
                                                                                                                                                                  preceding
                                                                                                                                                                  sentence,
                                                                                                                                                                  then,
                                                                                                                                                                  unless
                                                                                                                                                                  the
                                                                                                                                                                  Administrator
                                                                                                                                                                  has
                                                                                                                                                                  made
                                                                                                                                                                  a
                                                                                                                                                                  provision
                                                                                                                                                                  for
                                                                                                                                                                  the
                                                                                                                                                                  substitution,
                                                                                                                                                                  assumption,
                                                                                                                                                                  exchange
                                                                                                                                                                  or
                                                                                                                                                                  other
                                                                                                                                                                  continuation
                                                                                                                                                                  or
                                                                                                                                                                  settlement
                                                                                                                                                                  of
                                                                                                                                                                  the
                                                                                                                                                                  award
                                                                                                                                                                  or
                                                                                                                                                                  (unless
                                                                                                                                                                  the
                                                                                                                                                                  Administrator
                                                                                                                                                                  has
                                                                                                                                                                  provided
                                                                                                                                                                  for
                                                                                                                                                                  the
                                                                                                                                                                  termination
                                                                                                                                                                  of
                                                                                                                                                                  the
                                                                                                                                                                  award)
                                                                                                                                                                  the
                                                                                                                                                                  award
                                                                                                                                                                  would
                                                                                                                                                                  otherwise
                                                                                                                                                                  continue
                                                                                                                                                                  in
                                                                                                                                                                  accordance
                                                                                                                                                                  with
                                                                                                                                                                  its
                                                                                                                                                                  terms
                                                                                                                                                                  in
                                                                                                                                                                  the
                                                                                                                                                                  circumstances:
                                                                                                                                                                  (1)
                                                                                                                                                                  unless
                                                                                                                                                                  otherwise
                                                                                                                                                                  provided
                                                                                                                                                                  in
                                                                                                                                                                  the
                                                                                                                                                                  applicable
                                                                                                                                                                  award
                                                                                                                                                                  agreement,
                                                                                                                                                                  each
                                                                                                                                                                  then-outstanding
                                                                                                                                                                  option
                                                                                                                                                                  and
                                                                                                                                                                  SAR
                                                                                                                                                                  shall
                                                                                                                                                                  become
                                                                                                                                                                  fully
                                                                                                                                                                  vested,
                                                                                                                                                                  all
                                                                                                                                                                  shares
                                                                                                                                                                  of
                                                                                                                                                                  restricted
                                                                                                                                                                  stock
                                                                                                                                                                  then
                                                                                                                                                                  outstanding
                                                                                                                                                                  shall
                                                                                                                                                                  fully
                                                                                                                                                                  vest
                                                                                                                                                                  free
                                                                                                                                                                  of
                                                                                                                                                                  restrictions,
                                                                                                                                                                  and
                                                                                                                                                                  each
                                                                                                                                                                  other
                                                                                                                                                                  award
                                                                                                                                                                  granted
                                                                                                                                                                  under
                                                                                                                                                                  this
                                                                                                                                                                  Plan
                                                                                                                                                                  that
                                                                                                                                                                  is
                                                                                                                                                                  then
                                                                                                                                                                  outstanding
                                                                                                                                                                  shall
                                                                                                                                                                  become
                                                                                                                                                                  payable
                                                                                                                                                                  to
                                                                                                                                                                  the
                                                                                                                                                                  holder
                                                                                                                                                                  of
                                                                                                                                                                  such
                                                                                                                                                                  award;
                                                                                                                                                                  and
                                                                                                                                                                  (2)
                                                                                                                                                                  each
                                                                                                                                                                  award
                                                                                                                                                                  shall
                                                                                                                                                                  terminate
                                                                                                                                                                  upon
                                                                                                                                                                  the
                                                                                                                                                                  related
                                                                                                                                                                  event;
                                                                                                                                                                  provided
                                                                                                                                                                  that
                                                                                                                                                                  the
                                                                                                                                                                  holder
                                                                                                                                                                  of
                                                                                                                                                                  an
                                                                                                                                                                  option
                                                                                                                                                                  or
                                                                                                                                                                  SAR
                                                                                                                                                                  shall
                                                                                                                                                                  be
                                                                                                                                                                  given
                                                                                                                                                                  reasonable
                                                                                                                                                                  advance
                                                                                                                                                                  notice
                                                                                                                                                                  of
                                                                                                                                                                  the
                                                                                                                                                                  impending
                                                                                                                                                                  termination
                                                                                                                                                                  and
                                                                                                                                                                  a
                                                                                                                                                                  reasonable
                                                                                                                                                                  opportunity
                                                                                                                                                                  to
                                                                                                                                                                  exercise
                                                                                                                                                                  his
                                                                                                                                                                  or
                                                                                                                                                                  her
                                                                                                                                                                  outstanding
                                                                                                                                                                  vested
                                                                                                                                                                  options
                                                                                                                                                                  and
                                                                                                                                                                  SARs
                                                                                                                                                                  (after
                                                                                                                                                                  giving
                                                                                                                                                                  effect
                                                                                                                                                                  to
                                                                                                                                                                  any
                                                                                                                                                                  accelerated
                                                                                                                                                                  vesting
                                                                                                                                                                  required
                                                                                                                                                                  in
                                                                                                                                                                  the
                                                                                                                                                                  circumstances)
                                                                                                                                                                  in
                                                                                                                                                                  accordance
                                                                                                                                                                  with
                                                                                                                                                                  their
                                                                                                                                                                  terms
                                                                                                                                                                  before
                                                                                                                                                                  the
                                                                                                                                                                  termination
                                                                                                                                                                  of
                                                                                                                                                                  such
                                                                                                                                                                  awards
                                                                                                                                                                  (except
                                                                                                                                                                  that
                                                                                                                                                                  in
                                                                                                                                                                  no
                                                                                                                                                                  case
                                                                                                                                                                  shall
                                                                                                                                                                  more
                                                                                                                                                                  than
                                                                                                                                                                  ten
                                                                                                                                                                  days’
                                                                                                                                                                  notice
                                                                                                                                                                  of
                                                                                                                                                                  the
                                                                                                                                                                  impending
                                                                                                                                                                  termination
                                                                                                                                                                  be
                                                                                                                                                                  required
                                                                                                                                                                  and
                                                                                                                                                                  any
                                                                                                                                                                  acceleration
                                                                                                                                                                  of
                                                                                                                                                                  vesting
                                                                                                                                                                  and
                                                                                                                                                                  any
                                                                                                                                                                  exercise
                                                                                                                                                                  of
                                                                                                                                                                  any
                                                                                                                                                                  portion
                                                                                                                                                                  of
                                                                                                                                                                  an
                                                                                                                                                                  award
                                                                                                                                                                  that
                                                                                                                                                                  is
                                                                                                                                                                  so
                                                                                                                                                                  accelerated
                                                                                                                                                                  may
                                                                                                                                                                  be
                                                                                                                                                                  made
                                                                                                                                                                  contingent
                                                                                                                                                                  upon
                                                                                                                                                                  the
                                                                                                                                                                  actual
                                                                                                                                                                  occurrence
                                                                                                                                                                  of
                                                                                                                                                                  the
                                                                                                                                                                  event).


 


The Administrator may adopt such valuation methodologies
for outstanding awards as it deems reasonable in the event of a cash or property settlement and, in the case of options, SARs or
similar rights, but without limitation on other methodologies, may base such settlement solely upon the excess if any of the per
share amount payable upon or in respect of such event over the exercise or base price of the award.



    	15



    	 



    
 


In any of the events referred to in this Section 7.2,
the Administrator may take such action contemplated by this Section 7.2 prior to such event (as opposed to on the occurrence of
such event) to the extent that the Administrator deems the action necessary to permit the participant to realize the benefits intended
to be conveyed with respect to the underlying shares. Without limiting the generality of the foregoing, the Administrator may deem
an acceleration to occur immediately prior to the applicable event and, in such circumstances, will reinstate the original terms
of the award if an event giving rise to an acceleration does not occur.


 


Without limiting the generality of Section 3.3, any
good faith determination by the Administrator pursuant to its authority under this Section 7.2 shall be conclusive and binding
on all persons.


 


		7.3	Other Acceleration Rules. The Administrator may override the provisions
of Section 7.2 by express provision in the award agreement and may accord any Eligible Person a right to refuse any acceleration,
whether pursuant to the award agreement or otherwise, in such circumstances as the Administrator may approve. The portion of any
ISO accelerated in connection with an event referred to in Section 7.2 (or such other circumstances as may trigger accelerated
vesting of the award) shall remain exercisable as an ISO only to the extent the applicable $100,000 limitation on ISOs is not exceeded.
To the extent exceeded, the accelerated portion of the option shall be exercisable as a nonqualified stock option under the Code.



 


		7.4	Definition of Change in Control. With respect to a particular award granted under this Plan, a “Change
in Control” shall be deemed to have occurred as of the first day, after the date of grant of the particular award, that any
one or more of the following conditions shall have been satisfied:



 


 



    	16



    	 



    
 





		(a)	The acquisition by
any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a “Person”))
of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 30% of either (1) the
then-outstanding shares of common stock of the Corporation (the “Outstanding Company Common Stock”) or (2) the
combined voting power of the then-outstanding voting securities of the Corporation entitled to vote generally in the election of
directors (the “Outstanding Company Voting Securities”); provided, however, that, for purposes of this clause
(a), the following acquisitions shall not constitute a Change in Control Event; (A) any acquisition directly from the Corporation,
(B) any acquisition by the Corporation, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained
by the Corporation or any affiliate of the Corporation or a successor, or (D) any acquisition by any entity pursuant to a transaction
that complies with Sections (c)(1), (2) and (3) below;
	 	 	 
	 	(b)	The acquisition by
any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a “Person”))
of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 30% of either (1) the
then-outstanding shares of common stock of the Corporation (the “Outstanding Company Common Stock”) or (2) the
combined voting power of the then-outstanding voting securities of the Corporation entitled to vote generally in the election of
directors (the “Outstanding Company Voting Securities”); provided, however, that, for purposes of this clause
(a), the following acquisitions shall not constitute a Change in Control Event; (A) any acquisition directly from the Corporation,
(B) any acquisition by the Corporation, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained
by the Corporation or any affiliate of the Corporation or a successor, or (D) any acquisition by any entity pursuant to a transaction
that complies with Sections (c)(1), (2) and (3) below;
	 	 	 
	 	(c)	Consummation of a
reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving the Corporation or
any of its Subsidiaries, a sale or other disposition of all or substantially all of the assets of the Corporation, or the acquisition
of assets or stock of another entity by the Corporation or any of its Subsidiaries (each, a “Business Combination”),
in each case unless, following such Business Combination, (1) all or substantially all of the individuals and entities that were
the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to
such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock
and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors,
as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a
result of such transaction, owns the Corporation or all or substantially all of the Corporation's assets directly or through one
or more subsidiaries (a “Parent”)) in substantially the same proportions as their ownership immediately prior
to such Business Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case
may be, (2) no Person (excluding any entity resulting from such Business Combination or a Parent or any employee benefit plan (or
related trust) of the Corporation or such entity resulting from such Business Combination or Parent) beneficially owns, directly
or indirectly, more than 30% of, respectively, the then-outstanding shares of common stock of the entity resulting from such Business
Combination or the combined voting power of the then-outstanding voting securities of such entity, except to the extent that the
ownership in excess of 30% existed prior to the Business Combination, and (3) at least a majority of the members of the board of
directors or trustees of the entity resulting from such Business Combination or a Parent were members of the Incumbent Board at
the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or



 






    	17



    	 



    
 


	 	 	 
	 	(d)	Approval by the stockholders
of the Corporation of a complete liquidation or dissolution of the Corporation other than in the context of a transaction that
does not constitute a Change in Control under clause (c) above.
	 	 	 
	 	 	 


 


8.OTHER
PROVISIONS


 


		8.1	Compliance with Laws. This Plan, the granting and vesting of awards
under this Plan, the offer, issuance and delivery of shares of Common Stock, and/or the payment of money under this Plan or under
awards are subject to compliance with all applicable federal and state laws, rules and regulations (including but not limited to
state and federal securities law and federal margin requirements) and to such approvals by any listing, regulatory or governmental
authority as may, in the opinion of counsel for the Corporation, be necessary or advisable in connection therewith. The person
acquiring any securities under this Plan will, if requested by the Corporation or one of its Subsidiaries, provide such assurances
and representations to the Corporation or one of its Subsidiaries as the Administrator may deem necessary or desirable to assure
compliance with all applicable legal and accounting requirements.



 


		8.2	No Rights to Award. No person shall have any claim or rights to be granted
an award (or additional awards, as the case may be) under this Plan, subject to any express contractual rights (set forth in a
document other than this Plan) to the contrary.



 


		8.3	No Employment/Service Contract. Nothing contained in this Plan (or in
any other documents under this Plan or in any award) shall confer upon any Eligible Person or other participant any right to continue
in the employ or other service of the Corporation or one of its Subsidiaries, constitute any contract or agreement of employment
or other service or affect an employee’s status as an employee at will, nor shall interfere in any way with the right of
the Corporation or one of its Subsidiaries to change a person’s compensation or other benefits, or to terminate his or her
employment or other service, with or without cause. Nothing in this Section 8.3, however, is intended to adversely affect any express
independent right of such person under a separate employment or service contract other than an award agreement.



 






    	18



    	 



    
 


		8.4	Plan Not Funded. Awards payable under this Plan shall be payable in
shares or from the general assets of the Corporation, and no special or separate reserve, fund or deposit shall be made to assure
payment of such awards. No participant, beneficiary or other person shall have any right, title or interest in any fund or in any
specific asset (including shares of Common Stock, except as expressly otherwise provided) of the Corporation or one of its Subsidiaries
by reason of any award hereunder. Neither the provisions of this Plan (or of any related documents), nor the creation or adoption
of this Plan, nor any action taken pursuant to the provisions of this Plan shall create, or be construed to create, a trust of
any kind or a fiduciary relationship between the Corporation or one of its Subsidiaries and any participant, beneficiary or other
person. To the extent that a participant, beneficiary or other person acquires a right to receive payment pursuant to any award
hereunder, such right shall be no greater than the right of any unsecured general creditor of the Corporation.



 


		8.5	Tax Withholding. Upon any exercise, vesting, or payment of any award,
or upon the disposition of shares of Common Stock acquired pursuant to the exercise of an ISO prior to satisfaction of the holding
period requirements of Section 422 of the Code, or upon any other tax withholding event with respect to any award, the Corporation
or one of its Subsidiaries shall have the right at its option to:



 


		(a)	require the participant (or the participant’s personal representative or beneficiary, as the case may be) to pay or provide
for payment of at least the minimum amount of any taxes which the Corporation or one of its Subsidiaries may be required to withhold
with respect to such award event or payment; or



 


		(b)	deduct from any amount otherwise payable in cash (whether related to the award or otherwise) to the participant (or the participant’s
personal representative or beneficiary, as the case may be) the minimum amount of any taxes which the Corporation or one of its
Subsidiaries may be required to withhold with respect to such award event or payment.



 


In any case where a tax is required
to be withheld in connection with the delivery of shares of Common Stock under this Plan, the Administrator may in its sole discretion
(subject to Section 8.1) require or grant (either at the time of the award or thereafter) to the participant the right to elect,
pursuant to such rules and subject to such conditions as the Administrator may establish, that the Corporation reduce the number
of shares to be delivered by (or otherwise reacquire) the appropriate number of shares, valued in a consistent manner at their
fair market value or at the sales price in accordance with authorized procedures for cashless exercises, necessary to satisfy the
minimum applicable withholding obligation on exercise, vesting or payment. In no event shall the shares withheld exceed the minimum
whole number of shares required for tax withholding under applicable law.



    	19



    	 



    
 





		8.6	Effective
                                                                                                                                                                  Date,
                                                                                                                                                                  Termination
                                                                                                                                                                  and
                                                                                                                                                                  Suspension,
                                                                                                                                                                  Amendments.


 


8.6.1Effective
Date. This Plan is effective as of April 4, 2012, the date of its approval by the Board (the “Effective Date”).
This Plan shall be submitted for and subject to stockholder approval no later than twelve months after the Effective Date. Unless
earlier terminated by the Board, this Plan shall terminate at the close of business on the day before the tenth anniversary of
the Effective Date. After the termination of this Plan either upon such stated expiration date or its earlier termination by the
Board, no additional awards may be granted under this Plan, but previously granted awards (and the authority of the Administrator
with respect thereto, including the authority to amend such awards) shall remain outstanding in accordance with their applicable
terms and conditions and the terms and conditions of this Plan.


 


8.6.2Board
Authorization. The Board may, at any time, terminate or, from time to time, amend, modify or suspend this Plan, in whole
or in part. No awards may be granted during any period that the Board suspends this Plan.


 


8.6.3Stockholder
Approval. To the extent then required by applicable law or any applicable listing agency or required under Sections 162,
422 or 424 of the Code to preserve the intended tax consequences of this Plan, or deemed necessary or advisable by the Board, any
amendment to this Plan shall be subject to stockholder approval.


 


8.6.4Amendments
to Awards. Without limiting any other express authority of the Administrator under (but subject to) the express limits
of this Plan, the Administrator by agreement or resolution may waive conditions of or limitations on awards to participants that
the Administrator in the prior exercise of its discretion has imposed, without the consent of a participant, and (subject to the
requirements of Sections 3.2 and 8.6.5) may make other changes to the terms and conditions of awards. Any amendment or other action
that would constitute a repricing of an award is subject to the limitations set forth in Section 3.2.


 


8.6.5Limitations
on Amendments to Plan and Awards. No amendment, suspension or termination of this Plan or amendment of any outstanding
award agreement shall, without written consent of the participant, affect in any manner materially adverse to the participant any
rights or benefits of the participant or obligations of the Corporation under any award granted under this Plan prior to the effective
date of such change. Changes, settlements and other actions contemplated by Section 7 shall not be deemed to constitute changes
or amendments for purposes of this Section 8.6.


 


		8.7	Privileges of Stock Ownership. Except as otherwise expressly authorized
by the Administrator, a participant shall not be entitled to any privilege of stock ownership as to any shares of Common Stock
not actually delivered to and held of record by the participant (subject to the last sentence of Section 5.1.4). Except as expressly
required by Section 7.1 or otherwise expressly provided by the Administrator, no adjustment will be made for dividends or other
rights as a stockholder for which a record date is prior to such date of delivery.



 






    	20



    	 



    
 





		8.8	Law; Construction; Severability.


 


8.8.1Choice
of Law. This Plan, the awards, all documents evidencing awards and all other related documents shall be governed by, and
construed in accordance with the laws of the State of Delaware.


 


8.8.2Severability.
If a court of competent jurisdiction holds any provision invalid and unenforceable, the remaining provisions of this Plan shall
continue in effect.


 


		8.8.3	Plan Construction.



 


		(a)	Rule 16b-3. It is the intent of the Corporation that the awards and transactions permitted by awards be interpreted
in a manner that, in the case of participants who are or may be subject to Section 16 of the Exchange Act, qualify, to the maximum
extent compatible with the express terms of the award, for exemption from matching liability under Rule 16b-3 promulgated under
the Exchange Act. Notwithstanding the foregoing, the Corporation shall have no liability to any participant for Section 16 consequences
of awards or events under awards if an award or event does not so qualify.



 


		(b)	Section 162(m). Awards under Section 5.1.4 to persons described in Section 5.2 that are either granted or become vested,
exercisable or payable based on attainment of one or more performance goals related to the Business Criteria, as well as Qualifying
Options and Qualifying SARs granted to persons described in Section 5.2, that are approved by a committee composed solely of two
or more outside directors (as this requirement is applied under Section 162(m) of the Code) shall be deemed to be intended as performance-based
compensation within the meaning of Section 162(m) of the Code unless such committee provides otherwise at the time of grant of
the award. It is the further intent of the Corporation that (to the extent the Corporation or one of its Subsidiaries or awards
under this Plan may be or become subject to limitations on deductibility under Section 162(m) of the Code) any such awards and
any other Performance-Based Awards under Section 5.2 that are granted to or held by a person subject to Section 162(m) will qualify
as performance-based compensation or otherwise be exempt from deductibility limitations under Section 162(m).



  





		8.9	Captions.
                                                                                                                                                                  Captions
                                                                                                                                                                  and
                                                                                                                                                                  headings
                                                                                                                                                                  are
                                                                                                                                                                  given
                                                                                                                                                                  to
                                                                                                                                                                  the
                                                                                                                                                                  sections
                                                                                                                                                                  and
                                                                                                                                                                  subsections
                                                                                                                                                                  of
                                                                                                                                                                  this
                                                                                                                                                                  Plan
                                                                                                                                                                  solely
                                                                                                                                                                  as
                                                                                                                                                                  a
                                                                                                                                                                  convenience
                                                                                                                                                                  to
                                                                                                                                                                  facilitate
                                                                                                                                                                  reference.
                                                                                                                                                                  Such
                                                                                                                                                                  headings
                                                                                                                                                                  shall
                                                                                                                                                                  not
                                                                                                                                                                  be
                                                                                                                                                                  deemed
                                                                                                                                                                  in
                                                                                                                                                                  any
                                                                                                                                                                  way
                                                                                                                                                                  material
                                                                                                                                                                  or
                                                                                                                                                                  relevant
                                                                                                                                                                  to
                                                                                                                                                                  the
                                                                                                                                                                  construction
                                                                                                                                                                  or
                                                                                                                                                                  interpretation
                                                                                                                                                                  of
                                                                                                                                                                  this
                                                                                                                                                                  Plan
                                                                                                                                                                  or
                                                                                                                                                                  any
                                                                                                                                                                  provision
                                                                                                                                                                  thereof.





 






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		8.10	Stock-Based Awards in Substitution for Stock Options or Awards Granted by Other
Corporation. Awards may be granted to Eligible Persons in substitution for or in connection with an assumption of employee
stock options, SARs, restricted stock or other stock-based awards granted by other entities to persons who are or who will become
Eligible Persons in respect of the Corporation or one of its Subsidiaries, in connection with a distribution, merger or other reorganization
by or with the granting entity or an affiliated entity, or the acquisition by the Corporation or one of its Subsidiaries, directly
or indirectly, of all or a substantial part of the stock or assets of the employing entity. The awards so granted need not comply
with other specific terms of this Plan, provided the awards reflect only adjustments giving effect to the assumption or substitution
consistent with the conversion applicable to the Common Stock in the transaction and any change in the issuer of the security.
Any shares that are delivered and any awards that are granted by, or become obligations of, the Corporation, as a result of the
assumption by the Corporation of, or in substitution for, outstanding awards previously granted by an acquired company (or previously
granted by a predecessor employer (or direct or indirect parent thereof) in the case of persons that become employed by the Corporation
or one of its Subsidiaries in connection with a business or asset acquisition or similar transaction) shall not be counted against
the Share Limit or other limits on the number of shares available for issuance under this Plan.



 


		8.11	Non-Exclusivity of Plan. Nothing in this Plan shall limit or be deemed
to limit the authority of the Board or the Administrator to grant awards or authorize any other compensation, with or without reference
to the Common Stock, under any other plan or authority.



 


		8.12	No Corporate Action Restriction. The existence of this Plan, the award
agreements and the awards granted hereunder shall not limit, affect or restrict in any way the right or power of the Board or the
stockholders of the Corporation to make or authorize: (a) any adjustment, recapitalization, reorganization or other change in the
capital structure or business of the Corporation or any Subsidiary, (b) any merger, amalgamation, consolidation or change in the
ownership of the Corporation or any Subsidiary, (c) any issue of bonds, debentures, capital, preferred or prior preference stock
ahead of or affecting the capital stock (or the rights thereof) of the Corporation or any Subsidiary, (d) any dissolution or liquidation
of the Corporation or any Subsidiary, (e) any sale or transfer of all or any part of the assets or business of the Corporation
or any Subsidiary, or (f) any other corporate act or proceeding by the Corporation or any Subsidiary. No participant, beneficiary
or any other person shall have any claim under any award or award agreement against any member of the Board or the Administrator,
or the Corporation or any employees, officers or agents of the Corporation or any Subsidiary, as a result of any such action.



 


		8.13	Other Company Benefit and Compensation Programs. Payments and other
benefits received by a participant under an award made pursuant to this Plan shall not be deemed a part of a participant’s
compensation for purposes of the determination of benefits under any other employee welfare or benefit plans or arrangements, if
any, provided by the Corporation or any Subsidiary, except where the Administrator expressly otherwise provides or authorizes in
writing. Awards under this Plan may be made in addition to, in combination with, as alternatives to or in payment of grants, awards
or commitments under any other plans or arrangements of the Corporation or its Subsidiaries.



 






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		8.14	Clawback Policy. The awards granted under this Plan are subject to the
terms of the Corporation’s recoupment, clawback or similar policy as it may be in effect from time to time, as well as any
similar provisions of applicable law, any of which could in certain circumstances require repayment or forfeiture of awards or
any shares of Common Stock or other cash or property received with respect to the awards (including any value received from a disposition
of the shares acquired upon payment of the awards).



 


 


 



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