Exhibit 10.1


 


SG
BLOCKS, INC.

STOCK INCENTIVE PLAN


 


1.           Establishment,
Purpose, Duration.


 


a.       History;
Amendment and Restatement. The Board of SG Blocks, Inc. (the “Company”) adopted the SG Blocks, Inc.
Stock Option Plan effective as of October 26, 2016 (the “Effective Date”), with 1.5 million Shares reserved
for issuance thereunder, subject to stockholder approval within 12 months thereafter in order to authorize the issuance of Incentive
Stock Options to Employees thereunder. The Board desires to amend and restate the SG Blocks, Inc. Stock Option Plan in order to,
among other things, increase the number of Shares reserved for issuance thereunder and to authorize other types of Awards thereunder,
in addition to Stock Options. Therefore, effective as of January 30, 2017 (the “Restatement Date”),
the SG Blocks, Inc. Stock Option Plan is hereby amended and restated in its entirety as set forth herein as the SG Blocks, Inc.
Stock Incentive Plan (the “Plan”), subject to the approval of the Plan by the stockholders of the Company
in order to authorize the issuance of Incentive Stock Options to Employees hereunder. Definitions of capitalized terms used in
the Plan are contained in Section 2 of the Plan.


 


b.       Reverse
Stock Split. The Board has approved a 1-for-3 reverse stock split of the Company’s Shares to be effected on or around
February 2017. If such split does not occur on or before March 31, 2017, the Shares as presented in this Plan shall be automatically
multiplied by three to reflect such Shares on a pre-reverse split basis.


 


c.       Purpose.
The purpose of the Plan is to attract and retain Directors, Consultants, and officers and other key Employees of the Company and
its Subsidiaries and to provide to such persons incentives and rewards for superior performance.


 


d.       Duration.
No Award may be granted under the Plan after the day immediately preceding the tenth (10th) anniversary of the Effective Date,
or such earlier date as the Board shall determine. The Plan will remain in effect with respect to outstanding Awards until no
Awards remain outstanding.


 


2.           Definitions.
As used in the Plan, the following definitions shall apply.


 


“Applicable
Law” means the applicable requirements relating to the administration of equity-based compensation plans under U.S.
state corporate laws, U.S. federal and state securities laws, the Code, the rules of any stock exchange or quotation system on
which the Shares are listed or quoted and the applicable laws of any other country or jurisdiction where Awards are granted under
the Plan.


 


“Award”
means an award of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Shares, Restricted
Share Units, Other Share-Based Awards, or Cash-Based Awards granted pursuant to the terms and conditions of the Plan.


 


“Award
Agreement” means either: (a) an agreement, in written or electronic format, entered into by the Company and a Participant
setting forth the terms and provisions applicable to an Award granted under the Plan; or (b) a statement, in written or electronic
format, issued by the Company to a Participant describing the terms and provisions of such Award, which need not be signed by
the Participant.


 






     


     


    

 


“Board”
means the Board of Directors of the Company.


 


“Cash-Based
Award” shall mean a cash Award granted pursuant to Section 11 of the Plan.


 


“Cause”
shall have the meaning provided in the applicable employment agreement or consulting agreement between the Participant and the
Company, if any, or if there is no such agreement that defines the term, “Cause” shall mean (a) the willful and continued
failure of the Participant to perform substantially the Participant’s duties with the Company or any of its Subsidiaries
(other than any such failure resulting from any medically determined physical or mental impairment), which failure is not cured
by the Participant within 20 calendar days after a written demand for substantial performance is delivered to the Participant
by the Committee which specifically identifies the manner in which the Committee believes that the Participant has not substantially
performed the Participant’s duties; (b) the engaging by the Participant in illegal conduct, gross misconduct, gross insubordination
or gross negligence that is materially and demonstrably injurious to the Company’s business or financial condition; (c)
a conviction, guilty plea or plea of nolo contendere of the Participant for any crime involving dishonesty or for any felony;
or (d) a material breach by the Participant of a fiduciary duty of loyalty or care to the Company or any of its Subsidiaries.


 


“Change
in Control” means, except as otherwise provided in the applicable Award Agreement, the occurrence of any of the
following: (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule
13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital
stock of the Company, by contract or otherwise) of in excess of fifty percent (50%) of the voting securities of the Company (other
than by means of conversion or exercise of convertible debt or equity securities of the Company); (b) the Company merges into
or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to
such transaction, the stockholders of the Company immediately prior to such transaction own less than fifty percent (50%) of the
aggregate voting power of the Company or the successor entity of such transaction; or (c) the Company sells or transfers all or
substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own
less than fifty percent (50%) of the aggregate voting power of the acquiring entity immediately after the transaction.


 


“Code”
means the Internal Revenue Code of 1986, as amended.


 


“Committee”
means the Compensation Committee of the Board or such other committee or subcommittee of the Board as may be duly appointed to
administer the Plan and having such powers in each instance as shall be specified by the Board. To the extent required by Applicable
Law, the Committee shall consist of two or more members of the Board, each of whom is a “non-employee director” within
the meaning of Rule 16b-3 promulgated under the Exchange Act, an “outside director” within the meaning of regulations
promulgated under Section 162(m) of the Code, and an “independent director” within the meaning of applicable rules
of any securities exchange upon which Shares are listed.


 






    	 	2	 



     


    

 


“Company”
has the meaning given such term in Section 1(a) and any successor thereto.


 


“Consultant”
means an independent contractor who performs services for the Company or a Subsidiary in a capacity other than as an Employee
or Director.


 


“Date
of Grant” means the date specified by the Committee on which the grant of an Award is to be effective. The Date
of Grant shall not be earlier than the date of the resolution and action therein by the Committee. In no event shall the Date
of Grant be earlier than the Effective Date.


 


“Director”
means any individual who is a member of the Board and who is not an Employee.


 


“Effective
Date” has the meaning given such term in Section 1(a).


 


“Employee”
means any employee of the Company or a Subsidiary; provided, however, that for purposes of determining whether any
person may be a Participant for purposes of any grant of Incentive Stock Options, the term “Employee” has the meaning
given to such term in Section 3401(c) of the Code, as interpreted by the regulations thereunder and Applicable Law.


 


“Exchange
Act” means the Securities Exchange Act of 1934 and the rules and regulations thereunder, as such law, rules and
regulations may be amended from time to time.


 


“Fair
Market Value” means the value of one Share on any relevant date, determined under the following rules: (a) the closing
sale price per Share on that date as reported on the principal exchange on which Shares are then trading, if any, or if applicable
the Nasdaq Capital Market, or if there are no sales on that date, on the next preceding trading day during which a sale occurred;
(b) if the Shares are not reported on a principal exchange or national market system, the average of the closing bid and asked
prices last quoted on that date by an established quotation service for over-the-counter securities; or (c) if neither (a) nor
(b) applies, (i) with respect to Stock Options, Stock Appreciation Rights and any Award of stock rights that is subject to Section
409A of the Code, the value as determined by the Committee through the reasonable application of a reasonable valuation method,
taking into account all information material to the value of the Company, within the meaning of Section 409A of the Code, and
(ii) with respect to all other Awards, the fair market value as determined by the Committee in good faith.


 


“Incentive
Stock Option” or “ISO” means a Stock Option that is designated as an Incentive Stock Option and that
is intended to meet the requirements of Section 422 of the Code.


 


“Nonqualified
Stock Option” means a Stock Option that is not intended to meet the requirements of Section 422 of the Code
or otherwise does not meet such requirements.


 






    	 	3	 



     


    

 


“Other
Share-Based Award” means an equity-based or equity-related Award not otherwise described by the terms of the Plan,
granted in accordance with the terms and conditions set forth in Section 10.


 


“Participant”
means any eligible individual as set forth in Section 5 who holds one or more outstanding Awards.


 


“Performance-Based
Exception” means the performance-based exception from the tax deductibility limitations of Section 162(m) of
the Code.


 


“Performance
Objectives” means the performance objective or objectives established by the Committee with respect to an Award
granted pursuant to the Plan. Any Performance Objectives may relate to the performance of the Company or one or more of its Subsidiaries,
divisions, departments, units, functions, partnerships, joint ventures or minority investments, product lines or products, or
the performance of the individual Participant, and may include, without limitation, the Performance Objectives set forth in Section
13(b). The Performance Objectives may be made relative to the performance of a group of comparable companies, or a published or
special index that the Committee, in its sole discretion, deems appropriate, or the Company may select Performance Objectives
as compared to various stock market indices. Performance Objectives may be stated as a combination of the listed factors.


 


“Person”
means an individual, corporation, partnership, limited liability company, association, joint venture, trust or other entity or
organization.


 


“Plan”
means this SG Blocks, Inc. Stock Incentive Plan, as amended from time to time, and for the period from the Effective Date to the
Restatement Date, the SG Blocks, Inc. Stock Option Plan.


 


“Restricted
Shares” means Shares granted or sold pursuant to Section 8 as to which neither the substantial risk of forfeiture
nor the prohibition on transfers referred to in such Section 8 has expired.


 


“Restricted
Share Unit” means a grant or sale of the right to receive Shares or cash at the end of a specified restricted period
made pursuant to Section 9.


 


“SEC”
means the United States Securities and Exchange Commission.


 


“Share”
means a share of common stock of the Company, $0.01 par value per share, or any security into which such Share may be changed
by reason of any transaction or event of the type referred to in Section 15.


 


“Stock
Appreciation Right” means a right granted pursuant to Section 7.


 


“Stock
Option” means a right to purchase a Share granted to a Participant under the Plan in accordance with the terms and
conditions set forth in Section 6. Stock Options may be either Incentive Stock Options or Nonqualified Stock Options.


 






    	 	4	 



     


    

 


“Subsidiary”
means: (a) with respect to an Incentive Stock Option, a “subsidiary corporation” as defined under Section 424(f) of
the Code; and (b) for all other purposes under the Plan, any corporation or other entity in which the Company owns, directly or
indirectly, a proprietary interest of more than fifty percent (50%) by reason of stock ownership or otherwise.


 


“Ten
Percent Stockholder” means any Participant who owns more than ten percent of the combined voting power of all classes
of stock of the Company, within the meaning of Section 422 of the Code.


 


3.           Shares
Available Under the Plan.


 


a.       Shares
Available for Awards. The maximum number of Shares that may be issued or delivered pursuant to Awards under the Plan shall
be one million five hundred thousand (1,500,000) (all of which may be granted with respect to Incentive Stock Options). Shares
issued or delivered pursuant to an Award may be authorized but unissued Shares, treasury Shares, including Shares purchased in
the open market, or a combination of the foregoing. The aggregate number of Shares available for issuance or delivery under the
Plan shall be subject to adjustment as provided in Section 15.


 


b.       Share
Counting. The following Shares shall not count against the Share limit in Section 3(a): (i) Shares covered by an Award that
expires or is forfeited, canceled, surrendered, or otherwise terminated without the issuance of such Shares; (ii) Shares covered
by an Award that is settled only in cash; (iii) Shares tendered in payment of the exercise price of a Stock Option; (iv) Shares
withheld by the Company or any Subsidiary to satisfy a tax withholding obligation with respect to any Award; (v) Shares that are
repurchased by the Company with Stock Option proceeds; and (vi) Shares granted through the assumption of, or in substitution for,
outstanding awards granted by a company to individuals who become Employees or Directors as the result of a merger, consolidation,
acquisition or other corporate transaction involving such company and the Company or any of its Subsidiaries (except as may be
required by reason of the rules and regulations of any stock exchange or other trading market on which the Shares are listed).
This Section 3(b) shall apply to the number of Shares reserved and available for Incentive Stock Options only to the extent consistent
with applicable Treasury Regulations relating to Incentive Stock Options under the Code.


 


c.       Per
Participant Limits. Subject to adjustment as provided in Section 15 of the Plan, the following limits shall apply with respect
to Awards that are intended to qualify for the Performance-Based Exception: (i) the maximum aggregate number of Shares that may
be subject to Stock Options or Stock Appreciation Rights granted in any calendar year to any one Participant shall be 1,000,000
Shares; (ii) the maximum aggregate number of Restricted Shares and Shares issuable or deliverable under Restricted Share Units
and Other Share-Based Awards granted in any calendar year to any one Participant shall be 1,000,000 Shares; and (iii) the maximum
aggregate cash compensation that can be paid pursuant to Cash-Based Awards or Other Share-Based Awards granted in any calendar
year to any one Participant shall be $1,000,000.


 


d.       Limit
on Non-Employee Director Awards. Notwithstanding any other provision of the Plan to the contrary, the aggregate grant date
fair value (computed as of the date of grant in accordance with applicable financial accounting rules) of all Awards granted to
any Director during any single calendar year, taken together with any cash fees paid to such person during such calendar year,
shall not exceed $150,000.


 






    	 	5	 



     


    

 


4.           Administration
of the Plan.


 


a.       In
General. The Plan shall be administered by the Committee. Except as otherwise provided by the Board, the Committee shall have
full and final authority in its discretion to take all actions determined by the Committee to be necessary in the administration
of the Plan, including, without limitation, discretion to: select Award recipients; determine the sizes and types of Awards; determine
the terms and conditions of Awards in a manner consistent with the Plan; grant waivers of terms, conditions, restrictions and
limitations applicable to any Award, or accelerate the vesting or exercisability of any Award, in a manner consistent with the
Plan; construe and interpret the Plan and any Award Agreement or other agreement or instrument entered into under the Plan; establish,
amend, or waive rules and regulations for the Plan’s administration; and take such other action, not inconsistent with the
terms of the Plan, as the Committee deems appropriate. To the extent permitted by Applicable Law, the Committee may, in its discretion,
delegate to one or more Directors or officers of the Company any of the Committee’s authority under the Plan. The acts of
any such delegates shall be treated hereunder as acts of the Committee with respect to any matters so delegated.


 


b.       Determinations.
The Committee shall have no obligation to treat Participants or eligible Employees, Directors or Consultants uniformly, and the
Committee may make determinations under the Plan selectively among Participants who receive, or Employees, Directors or Consultants
who are eligible to receive, Awards (whether or not such Participants or eligible Employees, Directors or Consultants are similarly
situated). All determinations and decisions made by the Committee pursuant to the provisions of the Plan and all related orders
and resolutions of the Committee shall be final, conclusive and binding on all persons, including the Company, its Subsidiaries,
stockholders, Directors, Employees, Consultants, Participants and their estates and beneficiaries.


 


c.       Authority
of the Board. The Board may reserve to itself any or all of the authority or responsibility of the Committee under the Plan
or may act as the administrator of the Plan for any and all purposes. To the extent the Board has reserved any such authority
or responsibility or during any time that the Board is acting as administrator of the Plan, it shall have all the powers of the
Committee hereunder, and any reference herein to the Committee (other than in this Section 4(c)) shall include the Board. To the
extent that any action of the Board under the Plan conflicts with any action taken by the Committee, the action of the Board shall
control.


 


5.           Eligibility
and Participation. Each Employee, Director and Consultant is eligible to participate in the Plan. Subject to the provisions
of the Plan, the Committee may, from time to time, select from all eligible Employees, Directors and Consultants those to whom
Awards shall be granted and shall determine, in its sole discretion, the nature of any and all terms permissible by Applicable
Law and the amount of each Award.


 






    	 	6	 



     


    

 


6.           Stock
Options. Subject to the terms and conditions of the Plan, Stock Options may be granted to Participants in such number, and
upon such terms and conditions, as shall be determined by the Committee in its sole discretion.


 


a.       Award
Agreement. Each Stock Option shall be evidenced by an Award Agreement that shall specify the exercise price, the term of the
Stock Option, the number of Shares covered by the Stock Option, the conditions upon which the Stock Option shall become vested
and exercisable and such other terms and conditions as the Committee shall determine and which are not inconsistent with the terms
and conditions of the Plan. The Award Agreement also shall specify whether the Stock Option is intended to be an Incentive Stock
Option or a Nonqualified Stock Option. No dividend equivalents may be granted with respect to the Shares underlying a Stock Option.


 


b.       Exercise
Price. The exercise price per Share of a Stock Option shall be determined by the Committee at the time the Stock Option is
granted and shall be specified in the related Award Agreement; provided, however, that in no event shall the exercise price
per Share of any Stock Option be less than one hundred percent (100%) of the Fair Market Value of a Share on the Date of Grant.


 


c.       Term.
The term of a Stock Option shall be determined by the Committee and set forth in the related Award Agreement; provided, however,
that in no event shall the term of any Stock Option exceed ten (10) years from its Date of Grant.


 


d.       Exercisability.
Stock Options shall become vested and exercisable at such times and upon such terms and conditions as shall be determined by the
Committee and set forth in the related Award Agreement. Such terms and conditions may include, without limitation, the satisfaction
of (a) performance goals based on one or more Performance Objectives, and (b) time-based vesting requirements.


 


e.       Exercise
of Stock Options. Except as otherwise provided in the Plan or in a related Award Agreement, a Stock Option may be exercised
for all or any portion of the Shares for which it is then exercisable. A Stock Option shall be exercised by the delivery of a
notice of exercise to the Company or its designee in a form specified by the Company which sets forth the number of Shares with
respect to which the Stock Option is to be exercised and full payment of the exercise price for such Shares. The exercise price
of a Stock Option may be paid, in the discretion of the Committee and as set forth in the applicable Award Agreement: (i) in cash
or its equivalent; (ii) by tendering (either by actual delivery or attestation) previously acquired Shares having an aggregate
Fair Market Value at the time of exercise equal to the aggregate exercise price; (iii) by a cashless exercise (including by withholding
Shares deliverable upon exercise and through a broker-assisted arrangement to the extent permitted by Applicable Law); (iv) by
a combination of the methods described in clauses (i), (ii) and/or (iii); or (v) through any other method approved by the Committee
in its sole discretion. As soon as practicable after receipt of the notification of exercise and full payment of the exercise
price, the Company shall cause the appropriate number of Shares to be issued to the Participant.


 






    	 	7	 



     


    

 


f.       Special
Rules Applicable to Incentive Stock Options. Notwithstanding any other provision in the Plan to the contrary:


 


(i)       Incentive
Stock Options may be granted only to Employees of the Company and its Subsidiaries. The terms and conditions of Incentive Stock
Options shall be subject to and comply with the requirements of Section 422 of the Code.


 


(ii)       To
the extent that the aggregate Fair Market Value of the Shares (determined as of the Date of Grant) with respect to which an Incentive
Stock Option is exercisable for the first time by any Participant during any calendar year (under all plans of the Company and
its Subsidiaries) is greater than $100,000 (or such other amount specified in Section 422 of the Code), as calculated under Section
422 of the Code, then the Stock Option shall be treated as a Nonqualified Stock Option.


 


(iii)       No
Incentive Stock Option shall be granted to any Participant who, on the Date of Grant, is a Ten Percent Stockholder, unless (A)
the exercise price per Share of such Incentive Stock Option is at least one hundred and ten percent (110%) of the Fair Market
Value of a Share on the Date of Grant, and (B) the term of such Incentive Stock Option shall not exceed five (5) years from the
Date of Grant.


 


7.           Stock
Appreciation Rights. Subject to the terms and conditions of the Plan, Stock Appreciation Rights may be granted to Participants
in such number, and upon such terms and conditions, as shall be determined by the Committee in its sole discretion.


 


a.       Award
Agreement. Each Stock Appreciation Right shall be evidenced by an Award Agreement that shall specify the exercise price, the
term of the Stock Appreciation Right, the number of Shares covered by the Stock Appreciation Right, the conditions upon which
the Stock Appreciation Right shall become vested and exercisable and such other terms and conditions as the Committee shall determine
and which are not inconsistent with the terms and conditions of the Plan. No dividend equivalents may be granted with respect
to the Shares underlying a Stock Appreciation Right.


 


b.       Exercise
Price. The exercise price per Share of a Stock Appreciation Right shall be determined by the Committee at the time the Stock
Appreciation Right is granted and shall be specified in the related Award Agreement; provided, however, that in no event
shall the exercise price per Share of any Stock Appreciation Right be less than one hundred percent (100%) of the Fair Market
Value of a Share on the Date of Grant.


 


c.       Term.
The term of a Stock Appreciation Right shall be determined by the Committee and set forth in the related Award Agreement; provided,
however, that in no event shall the term of any Stock Appreciation Right exceed ten (10) years from its Date of Grant.


 


d.       Exercisability
of Stock Appreciation Rights. A Stock Appreciation Right shall become vested and exercisable at such times and upon such terms
and conditions as may be determined by the Committee and set forth in the related Award Agreement. Such terms and conditions may
include, without limitation, the satisfaction of (i) performance goals based on one or more Performance Objectives, and (ii) time-based
vesting requirements.


 






    	 	8	 



     


    

 


e.       Exercise
of Stock Appreciation Rights. Except as otherwise provided in the Plan or in a related Award Agreement, a Stock Appreciation
Right may be exercised for all or any portion of the Shares for which it is then exercisable. A Stock Appreciation Right shall
be exercised by the delivery of a notice of exercise to the Company or its designee in a form specified by the Company which sets
forth the number of Shares with respect to which the Stock Appreciation Right is to be exercised. Upon exercise, a Stock Appreciation
Right shall entitle a Participant to an amount equal to (i) the excess of (A) the Fair Market Value of a Share on the exercise
date over (B) the exercise price per Share, multiplied by (ii) the number of Shares with respect to which the Stock Appreciation
Right is exercised. A Stock Appreciation Right may be settled in whole Shares, cash or a combination thereof, as specified by
the Committee in the related Award Agreement.


 


8.           Restricted
Shares. Subject to the terms and conditions of the Plan, Restricted Shares may be granted or sold to Participants in such
number, and upon such terms and conditions, as shall be determined by the Committee in its sole discretion.


 


a.       Award
Agreement. Each Restricted Shares Award shall be evidenced by an Award Agreement that shall specify the number of Restricted
Shares, the restricted period(s) applicable to the Restricted Shares, the conditions upon which the restrictions on the Restricted
Shares will lapse and such other terms and conditions as the Committee shall determine and which are not inconsistent with the
terms and conditions of the Plan.


 


b.       Terms,
Conditions and Restrictions. The Committee shall impose such other terms, conditions and/or restrictions on any Restricted
Shares as it may deem advisable, including, without limitation, a requirement that the Participant pay a purchase price for each
Restricted Share, restrictions based on the achievement of specific Performance Objectives, time-based restrictions or holding
requirements or sale restrictions placed on the Shares by the Company upon vesting of such Restricted Shares. Unless otherwise
provided in the related Award Agreement or required by Applicable Law, the restrictions imposed on Restricted Shares shall lapse
upon the expiration or termination of the applicable restricted period and the satisfaction of any other applicable terms and
conditions.


 


c.       Custody
of Certificates. To the extent deemed appropriate by the Committee, the Company may retain any certificates representing Restricted
Shares in the Company’s possession until such time as all terms, conditions and/or restrictions applicable to such Shares
have been satisfied or lapse.


 


d.       Rights
Associated with Restricted Shares during Restricted Period. During any restricted period applicable to Restricted Shares:
(i) the Restricted Shares may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated; (ii) unless
otherwise provided in the related Award Agreement, the Participant shall be entitled to exercise full voting rights associated
with such Restricted Shares; and (iii) the Participant shall be entitled to all dividends and other distributions paid with respect
to such Restricted Shares during the restricted period. The Award Agreement may require that receipt of any dividends or other
distributions with respect to the Restricted Shares shall be subject to the same terms and conditions as the Restricted Shares
with respect to which they are paid.


 






    	 	9	 



     


    

 


9.           Restricted
Share Units. Subject to the terms and conditions of the Plan, Restricted Share Units may be granted or sold to Participants
in such number, and upon such terms and conditions, as shall be determined by the Committee in its sole discretion.


 


a.       Award
Agreement. Each Restricted Share Unit Award shall be evidenced by an Award Agreement that shall specify the number of units,
the restricted period(s) applicable to the Restricted Share Units, the conditions upon which the restrictions on the Restricted
Share Units will lapse, the time and method of payment of the Restricted Share Units, and such other terms and conditions as the
Committee shall determine and which are not inconsistent with the terms and conditions of the Plan.


 


b.       Terms,
Conditions and Restrictions. The Committee shall impose such other terms, conditions and/or restrictions on any Restricted
Share Units as it may deem advisable, including, without limitation, a requirement that the Participant pay a purchase price for
each Restricted Share Unit, restrictions based on the achievement of specific Performance Objectives or time-based restrictions
or holding requirements.


 


c.       Form
of Settlement. Restricted Share Units may be settled in whole Shares, cash or a combination thereof, as specified by the Committee
in the related Award Agreement.


 


d.       
Dividend Equivalents. Restricted Share Units may provide the Participant with dividend equivalents, on either a current
or deferred or contingent basis, and either in cash or in additional Shares, as determined by the Committee in its sole discretion
and set forth in the related Award Agreement.


 


10.          Other
Share-Based Awards. Subject to the terms and conditions of the Plan, Other Share-Based Awards may be granted to Participants
in such number, and upon such terms and conditions, as shall be determined by the Committee in its sole discretion. Other Share-Based
Awards are Awards that are valued in whole or in part by reference to, or otherwise based on the Fair Market Value of, Shares,
and shall be in such form as the Committee shall determine, including without limitation, unrestricted Shares or time-based or
performance-based units that are settled in Shares and/or cash.


 


a.       Award
Agreement. Each Other Share-Based Award shall be evidenced by an Award Agreement that shall specify the terms and conditions
upon which the Other Share-Based Award shall become vested, if applicable, the time and method of settlement, the form of settlement
and such other terms and conditions as the Committee shall determine and which are not inconsistent with the terms and conditions
of the Plan.


 


b.       Form
of Settlement. An Other Share-Based Award may be settled in whole Shares, cash or a combination thereof, as specified by the
Committee in the related Award Agreement.


 


c.       Dividend
Equivalents. Other Share-Based Awards may provide the Participant with dividend equivalents, on either a current or deferred
or contingent basis, and either in cash or in additional Shares, as determined by the Committee in its sole discretion and set
forth in the related Award Agreement.


 


11.          Cash-Based
Awards. Subject to the terms and conditions of the Plan, Cash-Based Awards may be granted to Participants in such amounts
and upon such other terms and conditions as shall be determined by the Committee in its sole discretion. Each Cash-Based Award
shall be evidenced by an Award Agreement that shall specify the payment amount or payment range, the time and method of settlement
and the other terms and conditions, as applicable, of such Award which may include, without limitation, restrictions based on
the achievement of specific Performance Objectives.


 






    	 	10	 



     


    

 


12.          Compliance
with Section 409A. Awards granted under the Plan shall be designed and administered in such a manner that they are either
exempt from the application of, or comply with, the requirements of Section 409A of the Code. To the extent that the Committee
determines that any award granted under the Plan is subject to Section 409A of the Code, the Award Agreement shall incorporate
the terms and conditions deemed necessary by the Committee to avoid the imposition of an additional tax under Section 409A of
the Code upon a Participant. Notwithstanding any other provision of the Plan or any Award Agreement (unless the Award Agreement
provides otherwise with specific reference to this Section 12): (a) an Award shall not be granted, deferred, accelerated, extended,
paid out, settled, substituted or modified under the Plan in a manner that would result in the imposition of an additional tax
under Section 409A of the Code upon a Participant; and (b) if an Award is subject to Section 409A of the Code, and if the Participant
holding the award is a “specified employee” (as defined in Section 409A of the Code, with such classification to be
determined in accordance with the methodology established by the Company), then, to the extent required to avoid the imposition
of an additional tax under Section 409A of the Code upon a Participant, no distribution or payment of any amount shall be made
before the date that is six (6) months following the date of such Participant’s “separation from service” (as
defined in Section 409A of the Code) or, if earlier, the date of the Participant’s death. Although the Company intends to
administer the Plan so that Awards will be exempt from, or will comply with, the requirements of Section 409A of the Code, the
Company does not warrant that any Award under the Plan will qualify for favorable tax treatment under Section 409A of the Code
or any other provision of federal, state, local, or non-United States law. The Company shall not be liable to any Participant
for any tax, interest, or penalties the Participant might owe as a result of the grant, holding, vesting, exercise, or payment
of any Award under the Plan.


 


13.          Compliance
with Section 162(m).


 


a.       In
General. Notwithstanding anything in the Plan to the contrary, Awards may be granted in a manner that is intended to qualify
for the Performance-Based Exception. As determined by the Committee in its sole discretion, the grant, vesting, exercisability
and/or settlement of any Restricted Shares, Restricted Share Units, Other Share-Based Awards and Cash-Based Awards intended to
qualify for the Performance-Based Exception shall be conditioned on the attainment of one or more Performance Objectives during
a performance period established by the Committee and must satisfy the requirements of this Section 13.


 


b.       Performance
Objectives. If an Award is intended to qualify for the Performance-Based Exception, then the Performance Objectives shall
be based on specified levels of or growth in one or more of the following criteria: revenues, weighted average revenue per unit,
earnings from operations, operating income, earnings before or after interest and taxes, operating income before or after interest
and taxes, net income, cash flow, earnings per share, debt to capital ratio, increase in market capitalization, economic value
added, return on total capital, return on invested capital, return on equity, return on assets, total return to stockholders,
earnings before or after interest, taxes, depreciation, amortization or extraordinary or special items, operating income before
or after interest, taxes, depreciation, amortization or extraordinary or special items, return on investment, free cash flow,
cash flow return on investment (discounted or otherwise), net cash provided by operations, cash flow in excess of cost of capital,
operating margin, profit margin, contribution margin, stock price and/or strategic business criteria consisting of one or more
objectives based on meeting specified product development, strategic partnering, research and development, market penetration,
geographic business expansion goals, cost targets, customer satisfaction, gross or net additional customers, average customer
life, employee satisfaction, management of employment practices and employee benefits, supervision of litigation and information
technology, and goals relating to acquisitions or divestitures of subsidiaries, affiliates and joint ventures.


 






    	 	11	 



     


    

 


c.       
Establishment of Performance Goals. With respect to Awards intended to qualify for the Performance-Based Exception, the
Committee shall establish: (i) the applicable Performance Objectives and performance period, and (ii) the formula for computing
the payout. Such terms and conditions shall be established in writing while the outcome of the applicable performance period is
substantially uncertain, but in no event later than the earlier of: (x) ninety days after the beginning of the applicable performance
period; or (y) the expiration of twenty-five percent (25%) of the applicable performance period.


 


d.       
Certification of Performance. With respect to any Award intended to qualify for the Performance-Based Exception, the Committee
shall certify in writing whether the applicable Performance Objectives and other material terms imposed on such Award have been
satisfied, and, if they have, ascertain the amount of the payout or vesting of the Award. Notwithstanding any other provision
of the Plan, payment or vesting of any such Award shall not be made until the Committee certifies in writing that the applicable
Performance Objectives and any other material terms of such Award were in fact satisfied in a manner conforming to applicable
regulations under Section 162(m) of the Code.


 


e.       Negative
Discretion. With respect to any Award intended to qualify for the Performance-Based Exception, after the date that the Performance
Objectives are required to be established in writing pursuant to Section 13(c), the Committee shall not have discretion to increase
the amount of compensation that is payable upon achievement of the designated Performance Objectives. However, the Committee may,
in its sole discretion, reduce the amount of compensation that is payable upon achievement of the designated Performance Objectives.


 


14.          Transferability.
Except as otherwise determined by the Committee, no Award or dividend equivalents paid with respect to any Award shall be transferable
by the Participant except by will or the laws of descent and distribution; provided, that if so determined by the Committee,
each Participant may, in a manner established by the Board or the Committee, designate a beneficiary to exercise the rights of
the Participant with respect to any Award upon the death of the Participant and to receive Shares or other property issued or
delivered under such Award. Except as otherwise determined by the Committee, Stock Options and Stock Appreciation Rights will
be exercisable during a Participant’s lifetime only by the Participant or, in the event of the Participant’s legal
incapacity to do so, by the Participant’s guardian or legal representative acting on behalf of the Participant in a fiduciary
capacity under state law and/or court supervision.


 






    	 	12	 



     


    

 


15.          Adjustments.
In the event of any equity restructuring (within the meaning of Financial Accounting Standards Board Accounting Standards Codification
Topic 718, or any successor thereto), such as a stock dividend, stock split, reverse stock split, spinoff, rights offering, or
recapitalization through a large, nonrecurring cash dividend, the Committee shall cause there to be an equitable adjustment in
the number and kind of Shares specified in Sections 3(a) and 3(c) of the Plan and, with respect to outstanding Awards, in the
number and kind of Shares subject to outstanding Awards and the exercise price or other price of Shares subject to outstanding
Awards, in each case to prevent dilution or enlargement of the rights of Participants. In the event of any other change in corporate
capitalization, or in the event of a merger, consolidation, liquidation, or similar transaction, the Committee may, in its sole
discretion, cause there to be an equitable adjustment as described in the foregoing sentence, to prevent dilution or enlargement
of rights; provided, however, that, unless otherwise determined by the Committee, the number of Shares subject to
any Award shall always be rounded down to a whole number. Notwithstanding the foregoing, the Committee shall not make any adjustment
pursuant to this Section 15 that would (i) cause any Stock Option intended to qualify as an ISO to fail to so qualify, (ii) cause
an Award that is otherwise exempt from Section 409A of the Code to become subject to Section 409A, or (iii) cause an Award that
is subject to Section 409A of the Code to fail to satisfy the requirements of Section 409A. The determination of the Committee
as to the foregoing adjustments, if any, shall be conclusive and binding on all Participants and any other persons claiming under
or through any Participant.


 


16.          Fractional
Shares. The Company shall not be required to issue or deliver any fractional Shares pursuant to the Plan and, unless otherwise
provided by the Committee, fractional Shares shall be settled in cash.


 


17.          Withholding
Taxes. To the extent required by Applicable Law, a Participant shall be required to satisfy, in a manner satisfactory to the
Company or Subsidiary, as applicable, any withholding tax obligations that arise by reason of the exercise of a Stock Option or
Stock Appreciation Right, the vesting of or settlement of Shares under an Award, an election pursuant to Section 83(b) of
the Code or otherwise with respect to an Award. The Company and its Subsidiaries shall not be required to issue or deliver Shares,
make any payment or recognize the transfer or disposition of Shares until such obligations are satisfied. The Committee may permit
or require these obligations to be satisfied by having the Company withhold a portion of the Shares that otherwise would be issued
or delivered to a Participant upon exercise of a Stock Option or Stock Appreciation Right or upon the vesting or settlement of
an Award, or by tendering Shares previously acquired, in each case having a Fair Market Value equal to the minimum amount required
to be withheld or paid, or such other amount as will not result in an adverse accounting consequence to the Company. Any such
elections are subject to such conditions or procedures as may be established by the Committee and may be subject to disapproval
by the Committee.


 


18.          Foreign
Employees. Without amending the Plan, the Committee may grant Awards to Participants who are foreign nationals, or who are
subject to Applicable Law of one or more non-United States jurisdictions, on such terms and conditions different from those specified
in the Plan as may in the judgment of the Committee be necessary or desirable to foster and promote achievement of the purposes
of the Plan, and, in furtherance of such purposes, the Committee may approve such sub-plans, supplements to or amendments, modifications,
restatements or alternative versions of this Plan as may be necessary or advisable to comply with provisions of Applicable Law
of other countries in which the Company or its Subsidiaries operate or have employees.


 






    	 	13	 



     


    

 


19.          Compensation
Recovery Policy.


 


a.       Compensation
Recovery Policy. Any Award granted to a Participant shall be subject to forfeiture or repayment pursuant to the terms of any
applicable compensation recovery policy adopted by the Company, including any such policy that may be adopted to comply with Applicable
Law.


 


b.       Set-Off
and Other Remedies. To the extent that amounts are not immediately returned or paid to the Company as provided in this Section
19, the Company may, to the extent permitted by Applicable Law, seek other remedies, including a set off of the amounts so payable
to it against any amounts that may be owing from time to time by the Company or a Subsidiary to the Participant for any reason,
including, without limitation, wages, or vacation pay or other benefits; provided, however, that, except to the extent
permitted by Treasury Regulation Section 1.409A-3(j)(4), such offset shall not apply to amounts that are “deferred compensation”
within the meaning of Section 409A of the Code.


 


20.          Change
in Control. In the event of a Change in Control, the Committee, in its sole discretion, may take such actions, if any, as
it deems necessary or desirable with respect to any Award that is outstanding as of the date of the consummation of the Change
in Control. Such actions may include, without limitation, and without the consent of any affected Participant: (a) the acceleration
of the vesting, settlement and/or exercisability of an Award; (b) the payment of a cash amount in exchange for the cancellation
of an Award; (c) the cancellation of Stock Options and/or Stock Appreciation Rights without payment therefor if the Fair Market
Value of a Share on the date of the Change in Control does not exceed the exercise price per Share of the applicable Awards; and/or
(d) the issuance of substitute Awards that substantially preserve the value, rights and benefits of any affected Awards.


 


21.          Amendment,
Modification and Termination.


 


a.       In
General. The Board may at any time and from time to time, alter, amend, suspend or terminate the Plan in whole or in part;
provided, however, that no alteration or amendment that requires stockholder approval in order for the Plan to comply
with any rule promulgated by the SEC or any securities exchange on which Shares are listed or any other Applicable Law shall be
effective unless such amendment shall be approved by the requisite vote of stockholders of the Company entitled to vote thereon
within the time period required under such applicable listing standard or rule.


 






    	 	14	 



     


    

 


b.       Adjustments
to Outstanding Awards. The Committee may in its sole discretion at any time (i) provide that all or a portion of a Participant’s
Stock Options, Stock Appreciation Rights and other Awards in the nature of rights that may be exercised shall become fully or
partially exercisable; (ii) provide that all or a part of the time-based vesting restrictions on all or a portion of the outstanding
Awards shall lapse, and/or that any Performance Objectives or other performance-based criteria with respect to any Awards shall
be deemed to be wholly or partially satisfied; or (iii) waive any other limitation or requirement under any such Award, in each
case, as of such date as the Committee may, in its sole discretion, declare. Unless otherwise determined by the Committee, any
such adjustment that is made with respect to an Award that is intended to qualify for the Performance-Based Exception shall be
made at such times and in such manner as will not cause such Awards to fail to qualify under the Performance-Based Exception.
Additionally, the Committee shall not make any adjustment pursuant to this Section 21(b) that would cause an Award that is otherwise
exempt from Section 409A of the Code to become subject to Section 409A, or that would cause an Award that is subject to Section 409A
of the Code to fail to satisfy the requirements of Section 409A.


 


c.       Prohibition
on Repricing. Except for adjustments made pursuant to Sections 16 or 21, the Board or the Committee will not, without the
further approval of the stockholders of the Company, authorize the amendment of any outstanding Stock Option or Stock Appreciation
Right to reduce the exercise price. No Stock Option or Stock Appreciation Right will be cancelled and replaced with an Award having
a lower exercise price, or for another Award, or for cash without further approval of the stockholders of the Company, except
as provided in Sections 15 or 20. Furthermore, no Stock Option or Stock Appreciation Right will provide for the payment, at the
time of exercise, of a cash bonus or grant or sale of another Award without further approval of the stockholders of the Company.
This Section 21(c) is intended to prohibit the repricing of “underwater” Stock Options or Stock Appreciation Rights
without stockholder approval and will not be construed to prohibit the adjustments provided for in Sections 15 or 20.


 


d.       Effect
on Outstanding Awards. Notwithstanding any other provision of the Plan to the contrary (other than Sections 15, 20, 21(b)
and 23(d)), no termination, amendment, suspension, or modification of the Plan or an Award Agreement shall adversely affect in
any material way any Award previously granted under the Plan, without the written consent of the Participant holding such Award;
provided that the Committee may modify an ISO held by a Participant to disqualify such Stock Option from treatment as an
“incentive stock option” under Section 422 of the Code without the Participant’s consent.


 


22.          Applicable
Law. The obligations of the Company with respect to Awards under the Plan shall be subject to Applicable Law and such approvals
by any governmental agencies as the Committee determines may be required. The Plan and each Award Agreement shall be governed
by the laws of the State of Delaware, excluding any conflicts or choice of law rule or principle that might otherwise refer construction
or interpretation of the Plan to the substantive law of another jurisdiction.


 


23.          Miscellaneous.


 


a.       Conditions
on Delivery of Shares. The Company will not be obligated to deliver any Shares pursuant to the Plan or to remove restrictions
from Shares previously delivered under the Plan until (i) all conditions of the Award have been met or removed to the satisfaction
of the Company, (ii) in the opinion of the Company’s counsel, all other legal matters in connection with the issuance and
delivery of such Shares have been satisfied, including any applicable securities laws and any applicable stock exchange or stock
market rules and regulations, and (iii) the Participant has executed and delivered to the Company such representations or agreements
as the Company may consider appropriate to satisfy the requirements of Applicable Law. Unless and until the Shares have been registered
under the Securities Act of 1933, as amended, each certificate evidencing any Shares delivered pursuant to the Plan shall bear
a restrictive legend specified by the Company.


 






    	 	15	 



     


    

 


b.       No
Right of Continued Employment or Service. The Plan shall not confer upon any Participant any right with respect to continuance
of employment or other service with the Company or any Subsidiary, nor shall it interfere in any way with any right the Company
or any Subsidiary would otherwise have to terminate such Participant’s employment or other service at any time. No Employee,
Director or Consultant shall have the right to be selected to receive an Award under the Plan, or, having been so selected, to
be selected to receive future Awards. Awards granted under the Plan shall not be considered a part of any Participant’s
normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation,
termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits
or similar payments.


 


c.       Unfunded,
Unsecured Plan. Neither a Participant nor any other person shall, by reason of participation in the Plan, acquire any right
or title to any assets, funds or property of the Company or any Subsidiary, including without limitation, any specific funds,
assets or other property which the Company or any Subsidiary may set aside in anticipation of any liability under the Plan. A
Participant shall have only a contractual right to an Award or the amounts, if any, payable under the Plan, unsecured by any assets
of the Company or any Subsidiary, and nothing contained in the Plan shall constitute a guarantee that the assets of the Company
or any Subsidiary shall be sufficient to pay any benefits to any person.


 


d.       Severability.
If any provision of the Plan is or becomes invalid, illegal or unenforceable in any jurisdiction, or would disqualify the Plan
or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended or limited
in scope to conform to Applicable Law or, in the discretion of the Committee, it shall be stricken and the remainder of the Plan
shall remain in full force and effect.


 


e.       Acceptance
of the Plan. By accepting any benefit under the Plan, each Participant and each person claiming under or through any such
Participant shall be conclusively deemed to have indicated their acceptance and ratification of, and consent to, all of the terms
and conditions of the Plan and any action taken under the Plan by the Committee, the Board or the Company, in any case in accordance
with the terms and conditions of the Plan.


 


f.       Successors.
All obligations of the Company under the Plan and with respect to Awards shall be binding on any successor to the Company, whether
the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or other event, or a sale
or disposition of all or substantially all of the business and/or assets of the Company and references to the “Company”
herein and in any Award Agreements shall be deemed to refer to such successors.


 


 


 


 


[END
OF DOCUMENT]


 


16