EXHIBIT 10.1


 


SEQUENTIAL BRANDS GROUP, INC.,

2013 STOCK INCENTIVE COMPENSATION PLAN


 


(as amended on March 2, 2020)


 


1.
Establishment; Effective Date; Purposes; and Duration.


 


(a)                
Establishment of the Plan; Effective Date. Sequential Brands Group, Inc., a Delaware
corporation (the “Company”), hereby establishes this incentive compensation plan to be known as the “Sequential
Brands Group, Inc., 2013 Stock Incentive Compensation Plan,” as set forth in this document (the “Plan”).
The Plan permits the grant of Nonqualified Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units,
Other Stock-Based Awards, Dividend Equivalents and Cash-Based Awards. The Plan shall become effective upon the date on which the
Plan is approved by the Company’s Board of Directors (“Effective Date”). The Plan shall remain in effect
as provided in Section 1(c).


 


(b)               
Purposes of the Plan. The purposes of the Plan are: (i) to enhance the Company’s
and the Affiliates’ ability to attract highly qualified personnel; (ii) to strengthen their retention capabilities; (iii)
to enhance the long-term performance and competitiveness of the Company and the Affiliates; and (iv) to align the interests of
Plan participants with those of the Company’s shareholders. To accomplish such purposes, the Plan provides that the Company
may grant Nonqualified Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Other Stock-Based Awards,
Dividend Equivalents and Cash-Based Awards.


 


(c)                
Duration of the Plan. The Plan shall commence on the Effective Date and shall remain
in effect, subject to the right of the Board of Directors to amend or terminate the Plan at any time pursuant to Section 15, until
all Shares subject to it shall have been delivered, and any restrictions on such Shares have lapsed, pursuant to the Plan’s
provisions. However, in no event may an Award be granted under the Plan on or after ten years from the Effective Date.


 


2.
Definitions.


 


Certain terms used herein
have the definitions given to them in the first instance in which they are used. In addition, for purposes of the Plan, the following
terms are defined as set forth below:


 


(a)                
“Affiliate” means (i) any Subsidiary; (ii) any Person that directly
or indirectly controls, is controlled by or is under common control with the Company; and/or (iii) to the extent provided
by the Committee, any Person in which the Company has a significant interest. The term “control” (including, with correlative
meaning, the terms “controlled by” and “under common control with”), as applied to any Person, means the
possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person,
whether through the ownership of voting or other securities, by contract or otherwise.


 


(b)               
 “Applicable Exchange” means the Over the Counter Market or such other
securities exchange or inter-dealer quotation system as may at the applicable time be the principal market for the Common Stock.


 


(c)                
“Award” means, individually or collectively, a grant under the
Plan of Nonqualified Stock Options, Stock Appreciation Rights, Restricted Stock Awards, Restricted Stock Units, Other Stock-Based
Awards, Dividend Equivalents and Cash-Based Awards.


 


(d)               
“Award Agreement” means either: (a) a written agreement 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
written or electronic statement issued by the Company to a Participant describing the terms and provisions of such Award, including
any amendment or modification thereof. The Committee may provide for the use of electronic, internet or other non-paper Award Agreements,
and the use of electronic, internet or other non-paper means for the acceptance thereof and actions thereunder by a Participant.


 


(e)                
“Board” or “Board of Directors” means the Board
of Directors of the Company.


 


(f)                 
“Cash-Based Award” means an Award, whose value is determined by the
Committee, granted to a Participant, as described in Section 11.


 


(g)               
“Cause” means, unless otherwise provided in an Award Agreement, (i)
 “Cause” as defined in any Individual Agreement to which the applicable Participant is a party, or (ii) if there is
no such Individual Agreement or if it does not define Cause: (A) commission of (1) a felony (or its equivalent in a non-United
States jurisdiction) or (2) other conduct of a criminal nature that has or is likely to have a material adverse effect on the reputation
or standing in the community of the Company or an Affiliate or that legally prohibits the Participant from working for the Company
or any Affiliate; (B) breach by the Participant of a regulatory rule that adversely affects the Participant’s ability to
perform the Participant’s duties to the Company and the Subsidiaries and Affiliates; (C) dishonesty in the course of fulfilling
the Participant’s employment duties; (D); any material breach by the Participant of any provision of any agreement or understanding
between the Company or an Affiliate and the Participant regarding the terms of the Participant’s service as an Employee,
Director or Consultant to the Company or an Affiliate, including the willful and continued failure or refusal of the Participant
to perform the material duties required of such Participant as an Employee, Director or Consultant of the Company or an Affiliate,
other than as a result of having a Disability, or a breach of any applicable invention assignment, confidentiality or other restrictive
covenant agreement or similar agreement between the Company or an Affiliate and the Participant (E) any other misconduct by the
Participant that is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious
to, the Company or an Affiliate; or (F) before a Change in Control, such other events as shall be determined by the Committee and
set forth in a Participant’s Award Agreement. 


 






     


     


    

 


(h)               
“Change in Control” shall be as defined in an Award Agreement. In the
event that an Award Agreement does not define “Change in Control” it shall mean the occurrence of any of the following:


 


(i)             
Any individual, entity or group (within the meaning of Section 13(d)(3)
or 14(d)(2) of the Exchange Act) (a “Person”) becomes the beneficial owner (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 50% or more of either (A) the then-outstanding shares of common stock of the Company (the
 “Outstanding Company Common Stock”) or (B) the combined voting power of the then-outstanding voting securities
of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”);
provided, however, that, for purposes of this Section 2(h), the following acquisitions shall not constitute a Change
in Control: (i) any acquisition by the Company, (ii) any acquisition by any employee benefit plan (or related trust) sponsored
or maintained by the Company or any Affiliate or (iii) any acquisition by any corporation pursuant to a transaction that complies
with Sections 2(h)(iii)(A), 2(h)(iii)(B) and 2(h)(iii)(C); 


 


(ii)           
Any time at which individuals who, as of the Effective Date, constitute
the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided,
however, that any individual becoming a director subsequent to the Effective Date whose election, or nomination for election
by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent
Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any
such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect
to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a
Person other than the Board; 


 


(iii)         
Consummation of a reorganization, merger, statutory share exchange
or consolidation or similar transaction involving the Company or any Affiliate, a sale or other disposition of all or substantially
all of the assets of the Company, or the acquisition of assets or stock of another entity by the Company or any Affiliate (each,
a “Business Combination”), in each case unless, following such Business Combination, (A) 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 (or, for a non-corporate entity, equivalent securities) and the combined voting
power of the then-outstanding voting securities entitled to vote generally in the election of directors (or, for a non-corporate
entity, equivalent governing body), 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 Company or all or substantially all of the Company’s
assets either directly or through one or more subsidiaries) 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 and (B) at least a majority of the members of the board of directors (or, for a non-corporate entity, equivalent governing
body) of the entity resulting from such Business Combination 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


 


(iv)          
Approval by the stockholders of the Company of a complete liquidation
or dissolution of the Company.


 


(i)                 
“Change in Control Price” means the price per share offered in respect
of the Common Stock in conjunction with any transaction resulting in a Change in Control on a fully-diluted basis (as determined
by the Board or the Committee as constituted before the Change in Control, if any part of the offered price is payable other than
in cash) or, in the case of a Change in Control occurring solely by reason of a change in the composition of the Board, the average
Fair Market Value of a Share on the 30 trading days immediately preceding the date on which a Change in Control occurs, provided
that if the use of such average Fair Market Value in respect of a particular Award would cause an additional tax to be due and
payable by the Participant under Section 409A of the Code, the Board or Committee shall determine the Change in Control Price in
respect of such Award in a manner that does not have such result.


 


(j)                 
“Code” means the Internal Revenue Code of 1986, as it may be amended
from time to time, including rules and regulations promulgated thereunder and successor provisions and rules and regulations thereto.


 






     


     


    

 


(k)               
“Committee” means the Compensation Committee of the Board of Directors
or a subcommittee thereof, or such other committee designated by the Board to administer the Plan.


 


(l)                 
“Common Stock” means common stock, par value $0.001 per share, of the
Company. In the event of any adjustment pursuant to Section 4(c), the stock or security resulting from such adjustment shall be
deemed to be Common Stock within the meaning of the Plan.


 


(m)              
“Consultant” means a consultant, advisor or other independent contractor
who is a natural person and performs services for the Company or an Affiliate in a capacity other than as an Employee or Director.


 


(n)               
 “Director” means any individual who is a member of the Board of Directors
of the Company.


 


(o)               
“Disability” means (i) “Disability” as defined in the applicable
Award Agreement, or any Individual Agreement, to which the Participant is a party, or (ii) if clause (i) does not apply, (A) permanent
and total disability as determined under the Company’s, or an Affiliate’s, long-term disability plan applicable to
the Participant, or (B) if there is no such plan applicable to the Participant, “disability” as determined by the Committee
(in each case, to the extent applicable to any Award, as determined consistent with Section 21(e)(3) or 409A(a)(2)(C) of the Code).


 


(p)               
“Disaffiliation” means an Affiliate’s ceasing to be an Affiliate
for any reason (including as a result of a public offering, or a spin-off or sale by the Company, of the stock of the Affiliate)
or a sale of a division of the Company or an Affiliate.


 


(q)               
“Dividend Equivalent” means with respect to an Award in which no dividends
are paid with respect to the Shares subject to the Award, a right to receive the equivalent value (in cash or Shares) of dividends
that would otherwise be paid on the Shares subject to the Award if such Shares were beneficially owned by the Participant, as provided
under Section 10.


 


(r)                 
“Effective Date” shall have the meaning ascribed to such term in Section
1(a).


 


(s)                
“Eligible Individual” means any Employee, Non-Employee Director or
Consultant, and any prospective Employee and Consultant who has accepted an offer of employment or consultancy from the Company
or any Affiliate. 


 


(t)                 
“Employee” means any person designated as an employee of the Company
and/or an Affiliate on the payroll records thereof. An Employee shall not include any individual during any period he or she is
classified or treated by the Company or an Affiliate as an independent contractor, a consultant, or any employee of an employment,
consulting, or temporary agency or any other entity other than the Company and/or an Affiliate without regard to whether such individual
is subsequently determined to have been, or is subsequently retroactively reclassified as a common-law employee of the Company
and/or an Affiliate during such period. For the avoidance of doubt, a Director who would otherwise be an “Employee”
within the meaning of this Section 2(s) shall be considered an Employee for purposes of the Plan.


 


(u)               
“Exchange Act” means the Securities Exchange Act of 1934, as it may
be amended from time to time, including the rules and regulations promulgated thereunder and successor provisions and rules and
regulations thereto.


 


(v)               
“Fair Market Value” means, if the Common Stock is listed on a national
securities exchange, as of any given date, the closing price for the Common Stock on such date on the Applicable Exchange, or if
Shares were not traded on the Applicable Exchange on such measurement date, then on the next preceding date on which Shares are
traded, all as reported by such source as the Committee may select. If the Common Stock is not listed on a national securities
exchange, Fair Market Value shall be determined by the Committee in its good faith discretion. 


 


(w)              
 “Fiscal Year” means the calendar year, or such other consecutive twelve-month
period as the Committee may select.


 


(x)               
“Freestanding SAR” means an SAR that is granted independently of any
Options, as described in Section 7.


 


(y)               
“Good Reason” means, unless otherwise provided in an Award Agreement,
(i) “Good Reason” as defined in any Individual Agreement to which the applicable Participant is a party, or (ii) if
there is no such Individual Agreement or if it does not define Good Reason: (A) a material reduction by the Company or an Affiliate
in the Participant’s rate of annual base salary from that in effect immediately prior to the Change in Control; (B) a material
reduction by the Company or an Affiliate in the Participant’s annual target bonus opportunity from that in effect immediately
prior to the Change in Control; or (C) the Company or an Affiliate requires the Participant to change the Participant’s principal
location of work to a location that is in excess of fifty (50) miles from the location thereof immediately prior to the Change
in Control. Notwithstanding the foregoing, a Termination of Service of a Participant for Good Reason shall not have occurred unless
(i) the Participant gives written notice to the Company or an Affiliate, as applicable, of Termination of Service within thirty
(30) days after the Participant first becomes aware of the occurrence of the circumstances constituting Good Reason, specifying
in reasonable detail the circumstances constituting Good Reason, and (ii) the Company or the Affiliate, as the case may be, has
failed within thirty (30) days after receipt of such notice to cure the circumstances constituting Good Reason. 


 



     


     


    




(z)                
“Grant Date” means the later of: (i) the date on which the Committee
(or its designee) by resolution, written consent or other appropriate action selects an Eligible Individual to receive a grant
of an Award, determines the number of Shares or other amount to be subject to such Award and, if applicable, determines the Option
Price or Grant Price of such Award, provided that as soon reasonably practical thereafter the Committee (or its designee) both
notifies the Eligible Individual of the Award and enters into an Award Agreement with the Eligible Individual, or (ii) the date
designated as the “grant date” in an Award Agreement.


 


(aa)             
 “Grant Price” means the price established as of the Grant Date of
an SAR pursuant to Section 7 used to determine whether there is any payment due upon exercise of the SAR.


 


(bb)            
“Individual Agreement” means an employment, change of control, consulting
or similar agreement between a Participant and the Company or an Affiliate that is in effect as of the Grant Date of an Award hereunder.


 


(cc)             
“Insider” means an individual who is, on the relevant date, an officer,
director or ten percent (10%) beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of any class
of the Company’s equity securities that is registered pursuant to Section 12 of the Exchange Act, as determined by the Committee
in accordance with Section 16 of the Exchange Act.


 


(dd)            
 “New Employer” means, after a Change in Control, a Participant’s
employer, or any direct or indirect parent or any direct or indirect majority-owned subsidiary of such employer.


 


(ee)             
“Non-Employee Director” means a Director who is not an Employee.


 


(ff)              
 “Nonqualified Stock Option” or “NQSO” means a right
to purchase Shares under the Plan in accordance with the terms and conditions set forth in Section 6 and which is not intended
to meet the requirements of Section 422 of the Code or otherwise does not meet such requirements.


 


(gg)            
“Notice” means notice provided by a Participant to the Company in a
manner prescribed by the Committee.


 


(hh)            
“Option” or “Stock Option” means a Nonqualified
Stock Option, as described in Section 6.


 


(ii)               
“Option Price” means the price at which a Share may be purchased by
a Participant pursuant to an Option.


 


(jj)               
“Other Stock-Based Award” means an equity-based or equity-related Award,
other than an Option, SAR, Restricted Stock, Restricted Stock Unit or Dividend Equivalent, granted in accordance with the terms
and conditions set forth in Section 9.


 


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


 


(ll)               
 “Period of Restriction” means the period of time during which Shares
of Restricted Stock or Restricted Stock Units are subject to a substantial risk of forfeiture and/or other restrictions, or, as
applicable, the period of time within which performance is measured for purposes of determining whether such an Award has been
earned, and, in the case of Restricted Stock, the transfer of Shares of Restricted Stock is limited in some way, in each case in
accordance with Section 8.


 


(mm)        
“Prior Plan” the Company’s 2005 Stock and Incentive Plan. 


 


(nn)            
“Restricted Stock” means an Award of Shares granted to a Participant,
subject to the applicable Period of Restriction, pursuant to Section 8.


 


(oo)            
“Restricted Stock Unit” means an unfunded and unsecured promise to
deliver Shares or cash, subject to the applicable Period of Restriction, granted pursuant to Section 8. 


 


(pp)            
“Retirement” means, unless otherwise determined by the Committee, an
Employee’s retirement from active employment with the Company or an Affiliate at or after age 65 or after attainment of both
age 55 and ten years of continuous service as an Employee.


 


(qq)            
“Rule 16b-3” means Rule 16b-3 under the Exchange Act, or any successor
rule, as the same may be amended from time to time.


 


(rr)              
“SEC” means the Securities and Exchange Commission.


 






     


     


    

 


(ss)              
“Securities Act” means the Securities Act of 1933, as it may be amended
from time to time, including the rules and regulations promulgated thereunder and successor provisions and rules and regulations
thereto.


 


(tt)               
“Share” means a share of Common Stock (including any new, additional
or different stock or securities resulting from any change in corporate capitalization as listed in Section 4(c)).


 


(uu)            
“Stock Appreciation Right” or “SAR” means an Award,
granted alone (a “Freestanding SAR”) or in connection with a related Option (a “Tandem SAR”),
designated as an SAR, pursuant to the terms of Section 7.


 


(vv)            
“Subsidiary” means any present or future corporation which is or would
be a “subsidiary corporation” of the Company as the term is defined in Section 424(f) of the Code.


 


(ww)         
“Substitute Awards” means Awards granted or Shares issued by the Company
in assumption of, or in substitution or exchange for, options or other awards previously granted, or the right or obligation to
grant future options or other awards, by a company acquired by the Company and/or an Affiliate or with which the Company and/or
an Affiliate combines, or otherwise in connection with any merger, consolidation, acquisition of property or stock, or reorganization
involving the Company or an Affiliate, including a transaction described in Code Section 424(a) or Awards granted or Shares issued
by the Company in substitution or exchange of an award previously granted by the Company.


 


(xx)            
“Termination of Service” means the termination of the applicable Participant’s
employment with, or performance of services for, the Company or any Affiliate under any circumstances. Unless otherwise determined
by the Committee, a Termination of Service shall not be considered to have occurred in the case of: (i) sick leave; (ii) military
leave; (iii) any other leave of absence approved by the Committee, provided that such leave is for a period of not more
than 90 days, unless reemployment upon the expiration of such leave is guaranteed by contract or statute, or unless provided otherwise
pursuant to an applicable Company or Affiliate policy adopted from time to time; (iv) changes in status from Director to advisory
director or emeritus status; or (v) transfers between locations of the Company or between or among the Company and/or an Affiliate
or Affiliates. Changes in status between service as an Employee, Director, and a Consultant will not constitute a Termination of
Service if the individual continues to perform bona fide services for the Company or an Affiliate. A Participant employed
by, or performing services for, an Affiliate or a division of the Company or of an Affiliate shall be deemed to incur a Termination
of Service if, as a result of a Disaffiliation, such Affiliate or division ceases to be an Affiliate or such a division, as the
case may be, and the Participant does not immediately thereafter become an employee of, or service provider for, the Company or
another Affiliate. The Committee shall have the discretion to determine whether and to what extent the vesting of any Awards shall
be tolled during any paid or unpaid leave of absence; provided, however, that, in the absence of such determination,
vesting for all Awards shall be tolled during any such unpaid leave (but not for a paid leave).


 


3.
Administration.


 


(a)                
General. The Committee shall have exclusive authority to operate, manage and administer
the Plan in accordance with its terms and conditions. Notwithstanding the foregoing, in its absolute discretion, the Board may
at any time and from time to time exercise any and all rights, duties and responsibilities of the Committee under the Plan, including
establishing procedures to be followed by the Committee, but excluding matters which under any applicable law, regulation or rule,
including any exemptive rule under Section 16 of the Exchange Act (including Rule 16b-3), are required to be determined in the
sole discretion of the Committee. If and to the extent that the Committee does not exist or cannot function, the Board may take
any action under the Plan that would otherwise be the responsibility of the Committee, subject to the limitations set forth in
the immediately preceding sentence.


 


(b)               
Committee. The members of the Committee shall be appointed from time to time by,
and shall serve at the discretion of, the Board of Directors. Unless otherwise determined by the Board, the Committee shall consist
of not less than two (2) non-employee members of the Board, each of whom satisfies such criteria of independence as the Board may
establish and such additional regulatory or listing requirements as the Board may determine to be applicable or appropriate. Appointment
of Committee members shall be effective upon their acceptance of such appointment. Committee members may be removed by the Board
at any time either with or without cause, and such members may resign at any time by delivering notice thereof to the Board. Any
vacancy on the Committee, whether due to action of the Board or any other reason, shall be filled by the Board. The Committee shall
keep minutes of its meetings. A majority of the Committee shall constitute a quorum and a majority of a quorum may authorize any
action. Any decision reduced to writing and signed by a majority of the members of the Committee shall be fully effective as if
it has been made at a meeting duly held.


 


(c)                
Authority of the Committee. The Committee shall have full discretionary authority
to grant, pursuant to the terms of the Plan, Awards to those individuals who are eligible to receive Awards under the Plan. Except
as limited by law or by the Certificate of Incorporation or By-Laws of the Company, and subject to the provisions herein, the Committee
shall have full power, in accordance with the other terms and provisions of the Plan, to:


 


(i)             
select Eligible Individuals who may receive Awards under the Plan
and become Participants;


 






     


     


    

 


(ii)           
determine eligibility for participation in the Plan and decide all
questions concerning eligibility for, and the amount of, Awards under the Plan;


 


(iii)         
determine the sizes and types of Awards;


 


(iv)          
determine the terms and conditions of Awards, including the Option
Prices of Options and the Grant Prices of SARs;


 


(v)           
grant Awards as an alternative to, or as the form of payment for grants
or rights earned or payable under, other bonus or compensation plans, arrangements or policies of the Company or an Affiliate;


 


(vi)          
grant Substitute Awards on such terms and conditions as the Committee
may prescribe, subject to compliance with the nonqualified deferred compensation rules under Code Section 409A, where applicable;


 


(vii)        
make all determinations under the Plan concerning Termination of Service
of any Participant’s employment or service with the Company or an Affiliate, including whether such Termination of Service
occurs by reason of Cause, Good Reason, Disability, Retirement or in connection with a Change in Control, and whether a leave constitutes
a Termination of Service;


 


(viii)      
determine whether a Change in Control shall have occurred;


 


(ix)          
construe and interpret the Plan and any agreement or instrument entered
into under the Plan, including any Award Agreement;


 


(x)           
establish and administer any terms, conditions, restrictions, limitations,
forfeiture, vesting or exercise schedule, and other provisions of or relating to any Award;


 


(xi)          
establish and administer any performance goals in connection with
any Awards, including related performance goals and performance measures or other performance criteria and applicable performance
periods, determine the extent to which any performance goals and/or other terms and conditions of an Award are attained or are
not attained, and certify whether, and to what extent, any such performance goals and other material terms applicable to any Award
were in fact satisfied;


 


(xii)        
construe any ambiguous provisions, correct any defects, supply any
omissions and reconcile any inconsistencies in the Plan and/or any Award Agreement or any other instrument relating to any Awards;



 


(xiii)      
establish, adopt, amend, waive and/or rescind rules, regulations,
procedures, guidelines, forms and/or instruments for the Plan’s operation or administration;


 


(xiv)      
make all valuation determinations relating to Awards and the payment
or settlement thereof;


 


(xv)        
grant waivers of terms, conditions, restrictions and limitations under
the Plan or applicable to any Award, or accelerate the vesting or exercisability of any Award;


 


(xvi)      
amend or adjust the terms and conditions of any outstanding Award
and/or adjust the number and/or class of shares of stock subject to any outstanding Award;


 


(xvii)    
at any time and from time to time after the granting of an Award,
specify such additional terms, conditions and restrictions with respect to such Award as may be deemed necessary or appropriate
to ensure compliance with any and all applicable laws or rules, including terms, restrictions and conditions for compliance with
applicable securities laws or listing rules, methods of withholding or providing for the payment of required taxes and restrictions
regarding a Participant’s ability to exercise Options through a cashless (broker-assisted) exercise;


 


(xviii)   
 establish any “blackout” period that the Committee in
its sole discretion deems necessary or advisable; and


 


(xix)      
exercise all such other authorities, take all such other actions and
make all such other determinations as it deems necessary or advisable for the proper operation and/or administration of the Plan.


 


(d)               
Award Agreements. The Committee shall, subject to applicable laws and rules, determine
the date an Award is granted. Each Award shall be evidenced by an Award Agreement; however, two or more Awards granted to
a single Participant may be combined in a single Award Agreement. An Award Agreement shall not be a precondition to the granting
of an Award; provided, however, that (i) the Committee may, but need not, require as a condition to any Award Agreement’s
effectiveness, that such Award Agreement be executed on behalf of the Company and/or by the Participant to whom the Award evidenced
thereby shall have been granted (including by electronic signature or other electronic indication of acceptance), and such executed
Award Agreement be delivered to the Company, and (ii) no person shall have any rights under any Award unless and until the Participant
to whom such Award shall have been granted has complied with the applicable terms and conditions of the Award. The Committee shall
prescribe the form of all Award Agreements, and, subject to the terms and conditions of the Plan, shall determine the content of
all Award Agreements. Subject to the other provisions of the Plan, any Award Agreement may be supplemented or amended in writing
from time to time as approved by the Committee; provided that the terms and conditions of any such Award Agreement as supplemented
or amended are not inconsistent with the provisions of the Plan. In the event of any dispute or discrepancy concerning the terms
of an Award, the records of the Committee or its designee shall be determinative.


 






     


     


    

 


(e)                
Discretionary Authority; Decisions Binding. The Committee shall have full discretionary
authority in all matters related to the discharge of its responsibilities and the exercise of its authority under the Plan. All
determinations, decisions, actions and interpretations by the Committee with respect to the Plan and any Award Agreement, and all
related orders and resolutions of the Committee shall be final, conclusive and binding on all Participants, the Company and its
stockholders, any Affiliate and all persons having or claiming to have any right or interest in or under the Plan and/or any Award
Agreement. The Committee shall consider such factors as it deems relevant to making or taking such decisions, determinations, actions
and interpretations, including the recommendations or advice of any Director or officer or employee of the Company, any director,
officer or employee of an Affiliate and such attorneys, consultants and accountants as the Committee may select. A Participant
or other holder of an Award may contest a decision or action by the Committee with respect to such person or Award only on the
grounds that such decision or action was arbitrary or capricious or was unlawful, and any review of such decision or action shall
be limited to determining whether the Committee’s decision or action was arbitrary or capricious or was unlawful.


 


(f)                 
Attorneys; Consultants. The Committee may consult with counsel who may be counsel
to the Company. The Committee may, with the approval of the Board, employ such other attorneys and/or consultants, accountants,
appraisers, brokers, agents and other persons, any of whom may be an Eligible Individual, as the Committee deems necessary or appropriate.
The Committee, the Company and its officers and Directors shall be entitled to rely upon the advice, opinions or valuations of
any such persons. The Committee shall not incur any liability for any action taken in good faith in reliance upon the advice of
such counsel or other persons.


 


(g)               
Delegation of Administration. Except to the extent prohibited by applicable law,
including any applicable exemptive rule under Section 16 of the Exchange Act (including Rule 16b-3), or the applicable rules of
a stock exchange, the Committee may, in its discretion, allocate all or any portion of its responsibilities and powers under this
Section 3 to any one or more of its members and/or delegate all or any part of its responsibilities and powers under this Section
3 to any person or persons selected by it; provided, however, that the Committee may not (i) delegate to any executive
officer of the Company or an Affiliate, or a committee that includes any such executive officer, the Committee’s authority
to grant Awards, or the Committee’s authority otherwise concerning Awards, awarded to executive officers of the Company or
an Affiliate; (ii) delegate the Committee’s authority to grant Awards to consultants unless any such Award is subject to
approval by the Committee; or (iii) delegate its authority to correct defects, omissions or inconsistencies in the Plan. Any such
authority delegated or allocated by the Committee under this Section 3(g) shall be exercised in accordance with the terms and conditions
of the Plan and any rules, regulations or administrative guidelines that may from time to time be established by the Committee,
and any such allocation or delegation may be revoked by the Committee at any time.


 


4.
Shares Subject To The Plan.


 


(a)                
Number of Shares Available for Issuance. The shares of stock subject to Awards
granted under the Plan shall be Shares. Such Shares subject to the Plan may be authorized and unissued shares (which will not be
subject to preemptive rights), Shares held in treasury by the Company, Shares purchased on the open market or by private purchase
or any combination of the foregoing. Subject to adjustment as provided in Section 4(c), the total number of Shares that may
be issued pursuant to Awards under the Plan shall be 8,500,000 Shares. From and after the Effective Date, no further grants or
awards shall be made under the Prior Plan; however, grants or awards made under the Prior Plan before the Effective Date
shall continue in effect in accordance with their terms.


 


(b)               
Rules for Calculating Shares Issued. 


 


(i)                 
For purposes of this Section 4, the number of Shares available for
issuance under the Plan shall be reduced by one (1) Share for each Share issued pursuant to the exercise to an Option, SAR, Restricted
Stock Award, Restricted Stock Unit Award, Other Stock-Based Award or Dividend Equivalent Award.


 


(ii)               
Shares underlying Awards that are (x) forfeited (including any Shares
subject to an Award (or any such other award) that are repurchased by the Company due to failure to meet any applicable condition),
cancelled, terminated or expire unexercised, or (y) settled in cash in lieu of issuance of Shares shall be available for issuance
pursuant to future Awards, to the extent that such Shares are forfeited, repurchased or not issued under any such Award. 


 







     


     


    

 


(iii)             
Any Shares tendered to pay the Option Price of an Option or other
purchase price of an Award, or withholding tax obligations with respect to an Award, shall be available for issuance pursuant to
future Awards. 


 


(iv)              
If any Shares subject to an Award are not delivered to a Participant
because (A) such Shares are withheld to pay the Option Price or other purchase price of such Award, or withholding tax obligations
with respect to such Award (or other award) or (B) a payment upon exercise of a Stock Appreciation Right is made in Shares, the
number of Shares subject to the exercised or purchased portion of any such Award that are not delivered to the Participant shall
be available for issuance pursuant to future Awards.


 


(c)                
Adjustment Provisions. Notwithstanding any other provisions of the Plan to the
contrary, in the event of (i) any dividend (excluding any ordinary dividend) or other distribution (whether in the form of
cash, Shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger,
consolidation, split-up, split-off, combination, repurchase or exchange of Shares or other securities of the Company, issuance
of warrants or other rights to acquire Shares or other securities of the Company, or other similar corporate transaction or event
(including a Change in Control) that affects the shares of Common Stock, or (ii) any unusual or nonrecurring events (including
a Change in Control) affecting the Company, any Affiliate, or the financial statements of the Company or any Affiliate, or changes
in applicable rules, rulings, regulations or other requirements of any governmental body or securities exchange or inter-dealer
quotation system, accounting principles or law, such that in either case an adjustment is determined by the Committee in its sole
discretion to be necessary or appropriate, then the Committee shall make any such adjustments in such manner as it may deem equitable,
including any or all of the following: 


 


(i)                 
adjusting any or all of (A) the number of Shares or other securities
of the Company (or number and kind of other securities or other property) that may be delivered in respect of Awards or with respect
to which Awards may be granted under the Plan and (B) the terms of any outstanding Award, including (1) the number of
Shares or other securities of the Company (or number and kind of other securities or other property) subject to outstanding Awards
or to which outstanding Awards relate, (2) the Option Price or Grant Price with respect to any Award or (3) any applicable
performance measures; 


 


(ii)               
providing for a substitution or assumption of Awards, accelerating
the exercisability of, lapse of restrictions (including any Period of Restriction) on, or termination of, Awards or providing for
a period of time for exercise prior to the occurrence of such event; and 


 


(iii)             
cancelling any one or more outstanding Awards and causing to be paid
to the holders thereof, in cash, Shares, other securities or other property, or any combination thereof, the value of such Awards,
if any, as determined by the Committee (which, if applicable, may be based upon the price per Share received or to be received
by other stockholders of the Company in such event), including, in the case of an outstanding Option or SAR, a cash payment in
an amount equal to the excess, if any, of the Fair Market Value (as of a date specified by the Committee) of the Shares subject
to such Option or SAR over the aggregate Option Price or Grant Price of such Option or SAR, respectively (it being understood that,
in such event, any Option or SAR having a per share Option Price or Grant Price equal to, or in excess of, the Fair Market Value
of a Share may be canceled and terminated without any payment or consideration therefor); 


 


provided,
however, that in the case of any “equity restructuring” (within the meaning of Financial Accounting Standards
Board Accounting Standards Codification Topic 718, Compensation — Stock Compensation (or any successor pronouncement)), the
Committee shall make an equitable or proportionate adjustment to outstanding Awards to reflect such equity restructuring. The Committee
shall determine any adjustment pursuant to this Section 4(c): (i) after taking into account, among other things, to the
extent applicable, the provisions of the Code and (ii) subject to Section 16(f)(vi). Any adjustments under this Section 4(c)
shall be made in a manner that does not adversely affect the exemption provided pursuant to Rule 16b-3 under the Exchange Act,
to the extent applicable. Any actions or determinations of the Committee under this Section 4(c) need not be uniform as to all
outstanding Awards, nor treat all Participants identically. All determinations of the Committee as to adjustments, if any, under
this Section 4(c) shall be conclusive and binding for all purposes.


 


(d)               
No Limitation on Corporate Actions. The existence of the Plan and any Awards granted
hereunder shall not affect in any way the right or power of the Company or any Affiliate to make or authorize any adjustment, recapitalization,
reorganization or other change in its capital structure or business structure, any merger or consolidation, any issuance of debt,
preferred or prior preference stock ahead of or affecting the Shares, additional shares of capital stock or other securities or
subscription rights thereto, any dissolution or liquidation, any sale or transfer of all or part of its assets or business or any
other corporate act or proceeding.


 


5.
Eligibility and Participation.


 


(a)                
Eligibility. Eligible Individuals shall be eligible to become Participants and
receive Awards in accordance with the terms and conditions of the Plan.


 


(b)               
Actual Participation. Subject to the provisions of the Plan, the Committee may,
from time to time, select Participants from all Eligible Individuals and shall determine the nature and amount of each Award.


 






     


     


    

 


6.
Stock Options.


 


(a)                
Grant of Options. Subject to the terms and provisions of the Plan, Options in the
form of Nonqualified Stock Options may be granted to Participants in such number (subject to Section 4), and upon such terms, and
at any time and from time to time as shall be determined by the Committee. The Committee may grant an Option or provide for
the grant of an Option, either from time to time in the discretion of the Committee or automatically upon the occurrence of specified
events, including the achievement of performance goals, the satisfaction of an event or condition within the control of the recipient
of the Option or within the control of others. 


 


(b)               
Award Agreement. Each Option grant shall be evidenced by an Award Agreement that
shall specify the Option Price, the maximum duration of the Option, the number of Shares to which the Option pertains, the conditions
upon which the Option shall become exercisable and such other provisions as the Committee shall determine, which are not inconsistent
with the terms of the Plan. 


 


(c)                
Option Price. The Option Price for each Option shall be determined by the Committee
and set forth in the Award Agreement; provided that the Option Price of an Option shall be not less than one hundred percent
(100%) of the Fair Market Value of a Share on the Grant Date of such Option; provided further, that Substitute Awards
or Awards granted in connection with an adjustment provided for in Section 4(c), in the form of stock options, shall have an Option
Price per Share that is intended to maintain the economic value of the Award that was replaced or adjusted, as determined by the
Committee.


 


(d)               
Duration of Options. Each Option granted to a Participant shall expire at such
time as the Committee shall determine as of the Grant Date and set forth in the Award Agreement.


 


(e)                
Exercise of Options. Options shall be exercisable at such times and be subject
to such restrictions and conditions as the Committee shall in each instance determine and set forth in the Award Agreement, which
need not be the same for each grant or for each Option or Participant. The Committee, in its discretion, may allow a Participant
to exercise an Option that has not otherwise become exercisable pursuant to the applicable Award Agreement, in which case the Shares
then issued shall be Shares of Restricted Stock having a Period of Restriction analogous to the exercisability provisions of the
Option. In the event that any portion of an exercisable Option is scheduled to expire or terminate pursuant to the Plan or the
applicable Award Agreement (other than due to Termination of Service for Cause) and both (x) the date on which such portion
of the Option is scheduled to expire or terminate falls during a Company blackout trading period applicable to the Participant
(whether such period is imposed at the election of the Company or is required by applicable law to be imposed) and (y) the
Option Price per Share of such portion of the Option is less than the Fair Market Value of a Share, then on the date that such
portion of the Option is scheduled to expire or terminate, such portion of the Option (to the extent not previously exercised by
the Participant) shall be automatically exercised on behalf of the Participant through a “net exercise” (as described
in Section 6(f)(iii)) and minimum withholding taxes due (if any) upon such automatic exercise shall be satisfied by withholding
of Shares (as described in Section 16(b)(i)). The period of time over which a Nonqualified Stock Option may be exercised shall
be automatically extended if on the scheduled expiration date or termination date (other than due to Termination of Service for
Cause) of such Option the Participant’s exercise of such Option would violate an applicable law (except under circumstances
described in the preceding sentence); provided, however, that during such extended exercise period the Option may
only be exercised to the extent the Option was exercisable in accordance with its terms immediately prior to such scheduled expiration
date or termination date; provided further, however, that such extended exercise period shall end not later than
thirty (30) days after the exercise of such Option first would no longer violate such law.


 


(f)                 
Payment. Options shall be exercised by the delivery of a written notice of exercise
to the Company, in a form specified or accepted by the Committee, or by complying with any alternative exercise procedures that
may be authorized by the Committee, setting forth the number of Shares with respect to which the Option is to be exercised, accompanied
by full payment for such Shares, which shall include applicable taxes, if any, in accordance with Section 16. The Option Price
upon exercise of any Option shall be payable to the Company in full by cash, check or such cash equivalent as the Committee may
accept. If approved by the Committee, and subject to any such terms, conditions and limitations as the Committee may prescribe
and to the extent permitted by applicable law, payment of the Option Price, in full or in part, may also be made as follows: 


 


(i)             
Payment may be made in the form of unrestricted and unencumbered Shares
(by actual delivery of such Shares or by attestation) already owned by the Participant exercising such Option, or by such Participant
and his or her spouse jointly (based on the Fair Market Value of the Common Stock on the date the Option is exercised); provided,
however, that such already owned Shares must have been either previously acquired by the Participant on the open market
or held by the Participant for at least six (6) months at the time of exercise (or meet any such other requirements as the Committee
may determine are necessary in order to avoid an accounting earnings charge on account of the use of such Shares to pay the Option
Price).


 


(ii)           
Payment may be made by means of a broker-assisted “cashless
exercise” pursuant to which a Participant may elect to deliver a properly executed exercise notice to the Company, together
with a copy of irrevocable instructions to a broker to deliver promptly to the Company the amount of Share sale or loan proceeds
necessary to pay the Option Price, and, if requested, the amount of any federal, state, local or non-United States withholding
taxes. 


 






     


     


    

 


(iii)         
Payment may be made by a “net exercise” pursuant to which
the Participant instructs the Company to withhold a number of Shares otherwise deliverable to the Participant upon such exercise
of the Option having an aggregate Fair Market Value on the date of exercise equal to the product of: (i) the Option Price multiplied
by (ii) the number of Shares in respect of which the Option shall have been exercised, increased by the amount of any applicable
withholding taxes. 


 


(iv)          
Payment may be made by any other method approved or accepted by the
Committee in its discretion.


 


Subject to any governing rules
or regulations, as soon as practicable after receipt of a written notification of exercise and full payment in accordance with
the preceding provisions of this Section 6(f) and satisfaction of tax obligations in accordance with Section 16, the Company shall
deliver to the Participant exercising an Option, in the Participant’s name, evidence of book entry Shares, or, upon the Participant’s
request, Share certificates, in an appropriate amount based upon the number of Shares purchased under the Option, subject to Section
19. Unless otherwise determined by the Committee, all payments under all of the methods described above shall be paid in United
States dollars.


 


(g)               
Rights as a Stockholder. No Participant or other person shall become the beneficial
owner of any Shares subject to an Option, nor have any rights to dividends or other rights of a stockholder with respect to any
such Shares, until the Participant has actually received such Shares following exercise of his or her Option in accordance with
the provisions of the Plan and the applicable Award Agreement.


 


(h)       Termination
of Service. The Committee may establish and set forth in the applicable Award Agreement the terms and conditions on which an
Option shall remain exercisable, if at all, upon a Participant’s Termination of Service. The Committee may waive or modify
these provisions at any time. To the extent that a Participant is not entitled to exercise an Option at the date of his or her
Termination of Service, or if the Participant (or other person entitled to exercise the Option) does not exercise the Option to
the extent so entitled within the time period specified in the Award Agreement or below (as applicable), effective as of the date
of such Termination of Service or expiration of such time period (as applicable), the Option shall terminate and cease to be exercisable,
except as otherwise provided by Section 6(e). Notwithstanding the foregoing provisions of this Section 6(h) to the contrary, the
Committee may determine in its discretion that an Option may be exercised following any such Termination of Service, whether or
not exercisable at the time of such Termination of Service. Subject to the last sentence of this Section 6(h), a Participant’s
Option shall be forfeited upon his or her Termination of Service, except as set forth below: 


 


(i)             
Death. Upon a Participant’s Termination of Service by
reason of death, any Option held by such Participant that was exercisable immediately before such Termination of Service may be
exercised at any time until the earlier of (A) the first (1st) anniversary of the date of such death and (B) the expiration date
of such Option specified in the applicable Award Agreement. 


 


(ii)           
Disability. Upon a Participant’s Termination of Service
by reason of Disability, any Option held by such Participant that was exercisable immediately before such Termination of Service
may be exercised at any time until the earlier of (A) the third (3rd) anniversary of such Termination of Service and (B) the expiration
date of such Option specified in the applicable Award Agreement.


 


(iii)         
Retirement. Upon a Participant’s Termination of Service
by reason of Retirement, any Option held by such Participant that was exercisable immediately before such Termination of Service
may be exercised at any time until the earlier of (A) the fifth (5th) anniversary of such Termination of Service and (B) the expiration
date of such Option specified in the applicable Award Agreement.


 


(iv)          
Cause. Upon a Participant’s Termination of Service for
Cause, any Option held by such Participant shall be forfeited, effective as of such Termination of Service.


 


(v)           
Without Cause; Good Reason. Upon a Participant’s Termination
of Service on account of a resignation for Good Reason or by the Company other than for death, Disability, Retirement or for Cause,
any Option held by such Participant that was exercisable immediately before such Termination of Service may be exercised at any
time until the earlier of (A) the ninetieth (90th) day following such Termination of Service and (B) the expiration date of such
Option specified in the applicable Award Agreement.


 


(vi)          
Death after Termination of Service. Notwithstanding the above
provisions of this Section 6(h), if a Participant dies after such Participant’s Termination of Service, but while his or
her Option remains exercisable as set forth above, such Option may be exercised at any time until the later of (A) the earlier
of (1) the first anniversary of the date of such death and (2) the expiration date of such Option specified in the applicable Award
Agreement, and (B) the last date on which such Option would have been exercisable, absent this Section 6(h)(vi). 


 






     


     


    

 


Notwithstanding the
foregoing provisions of this Section 6(h), the Committee shall have the power, in its discretion, to apply different rules concerning
the consequences of a Termination of Service; provided, however, that such rules shall be set forth in the applicable
Award Agreement.


 


7.
Stock Appreciation Rights.


 


(a)                
Grant of SARs. Subject to the terms and conditions of the Plan, SARs may be granted
to Participants at any time and from time to time as shall be determined by the Committee. The Committee may grant an SAR (i) in
connection with, and at the Grant Date of, a related Option (a “Tandem SAR”), or (ii) independent of, and unrelated
to, an Option (a “Freestanding SAR”). The Committee shall have complete discretion in determining the number
of Shares to which a SAR pertains (subject to Section 4) and, consistent with the provisions of the Plan, in determining the terms
and conditions pertaining to any SAR.


 


(b)               
Grant Price. The Grant Price for each SAR shall be determined by the Committee
and set forth in the Award Agreement, subject to the limitations of this Section 7(b). The Grant Price for each Freestanding SAR
shall be not less than one hundred percent (100%) of the Fair Market Value of a Share on the Grant Date of such Freestanding
SAR, except in the case of Substitute Awards or Awards granted in connection with an adjustment provided for in Section 4(c). The
Grant Price of a Tandem SAR shall be equal to the Option Price of the related Option.


 


(c)                
Exercise of Tandem SARs. Tandem SARs may be exercised for all or part of the Shares
subject to the related Option upon the surrender of the right to exercise the equivalent portion of the related Option. A Tandem
SAR shall be exercisable only when and to the extent the related Option is exercisable and may be exercised only with respect to
the Shares for which the related Option is then exercisable. A Tandem SAR shall entitle a Participant to elect, in the manner set
forth in the Plan and the applicable Award Agreement, in lieu of exercising his or her unexercised related Option for all or a
portion of the Shares for which such Option is then exercisable pursuant to its terms, to surrender such Option to the Company
with respect to any or all of such Shares and to receive from the Company in exchange therefor a payment described in Section 7(g).
An Option with respect to which a Participant has elected to exercise a Tandem SAR shall, to the extent of the Shares covered by
such exercise, be canceled automatically and surrendered to the Company. Such Option shall thereafter remain exercisable according
to its terms only with respect to the number of Shares as to which it would otherwise be exercisable, less the number of Shares
with respect to which such Tandem SAR has been so exercised. 


 


(d)               
Exercise of Freestanding SARs. Freestanding SARs may be exercised upon whatever
terms and conditions the Committee, in its sole discretion, in accordance with the Plan, determines and sets forth in the Award
Agreement. In the event that any portion of an exercisable Freestanding SAR is scheduled to expire or terminate pursuant to the
Plan or the applicable Award Agreement (other than due to Termination of Service for Cause) and both (x) the date on which
such portion of the SAR is scheduled to expire or terminate falls during a Company blackout trading period applicable to the Participant
(whether such period is imposed at the election of the Company or is required by applicable law to be imposed) that would otherwise
prohibit exercise of such portion of the SAR and (y) the Grant Price per Share of such portion of the SAR is less than the
Fair Market Value of a Share, then on the date that such portion of the SAR is scheduled to expire or terminate, such portion of
the SAR (to the extent not previously exercised by the Participant) shall be automatically exercised on behalf of the Participant
and minimum withholding taxes due (if any) upon such automatic exercise shall be satisfied by withholding of Shares (as described
in Section 16(b)(i)). The period of time over which a Freestanding SAR may be exercised shall be automatically extended if on the
scheduled expiration date or termination date (other than due to Termination of Service for Cause) of such SAR the Participant’s
exercise of such SAR would violate an applicable law (except under circumstances described in the preceding sentence); provided,
however, that during such extended exercise period the SAR may only be exercised to the extent the SAR was exercisable in
accordance with its terms immediately prior to such scheduled expiration date or termination date; provided further, however,
that such extended exercise period shall end not later than thirty (30) days after the exercise of such SAR first would no longer
violate such law.


 


(e)                
Award Agreement. Each SAR grant shall be evidenced by an Award Agreement that shall
specify the number of Shares to which the SAR pertains, the Grant Price, the term of the SAR, and such other terms and conditions
as the Committee shall determine in accordance with the Plan.


 


(f)                 
Term of SARs. The term of a SAR granted under the Plan shall be determined by the
Committee, in its sole discretion, and set forth in the Award Agreement; provided, however, that the term of any
Tandem SAR shall be the same as the related Option.


 


(g)               
Payment of SAR Amount. An election to exercise SARs shall be deemed to have been
made on the date of Notice of such election to the Company. As soon as practicable following such Notice, the Participant shall
be entitled to receive payment from the Company in an amount determined by multiplying:


 


(i)             
The excess of the Fair Market Value of a Share on the date of exercise
over the Grant Price of the SAR; by


 


(ii)           
The number of Shares with respect to which the SAR is exercised, after
deduction of any tax withholding in accordance with Section 16.


 






     


     


    

 


Notwithstanding the foregoing
provisions of this Section 7(g) to the contrary, the Committee may establish and set forth in the applicable Award Agreement a
maximum amount per Share that will be payable upon the exercise of a SAR. At the discretion of the Committee, such payment upon
exercise of a SAR shall be in cash, in Shares of equivalent Fair Market Value as of the date of such exercise, or in some combination
thereof.


 


(h)               
Rights as a Stockholder. A Participant receiving a SAR shall have the rights of
a stockholder only as to Shares, if any, actually issued to such Participant upon satisfaction or achievement of the terms and
conditions of the Award, and in accordance with the provisions of the Plan and the applicable Award Agreement, and not with respect
to Shares to which such Award relates but which are not actually issued to such Participant.


 


(i)                 
Termination of Service. Except as otherwise provided by Section 7(d) or in the
applicable Award Agreement, a SAR may be exercised only to the extent that it is then exercisable, and if at all times during the
period beginning with the date of granting of such SAR and ending on the date of exercise of such SAR the Participant is an Employee,
Non-Employee Director or Consultant, and shall terminate immediately upon a Termination of Service of the Participant. A SAR shall
cease to become exercisable upon a Termination of Service of the holder thereof. Notwithstanding the foregoing provisions of this
Section 7(i) to the contrary, the Committee may determine in its discretion that a SAR may be exercised following any such Termination
of Service, whether or not exercisable at the time of such Termination of Service; provided, however, that in no
event may a SAR be exercised after the expiration date of such SAR specified in the applicable Award Agreement, except as provided
in Section 6(e) (in the case of Tandem SARs) or in Section 7(d) (in the case of Freestanding SARs).


 


(i)Termination
of Service. The provisions of Section 6(h) shall apply to any SAR upon and after the Termination of Service of the Participant
holding such SAR, except that in the case of any Freestanding SAR, the reference to Section 6(e) therein shall be deemed a reference
to Section 7(d).


 


8.
Restricted Stock and Restricted Stock Units.


 


(a)                
Awards of Restricted Stock and Restricted Stock Units. Subject to the terms and
provisions of the Plan, the Committee, at any time and from time to time, may grant Shares of Restricted Stock and/or Restricted
Stock Units to Participants in such amounts as the Committee shall determine. Awards of Restricted Stock may be made with or without
the requirement of a cash payment from the Participant to whom such Award is made in exchange for, or as a condition precedent
to, the completion of such Award and the issuance of Shares of Restricted Stock, and any such required cash payment shall be set
forth in the applicable Award Agreement. Subject to the terms and conditions of this Section 8 and the Award Agreement, upon delivery
of Shares of Restricted Stock to a Participant, or creation of a book entry evidencing a Participant’s ownership of Shares
of Restricted Stock, pursuant to Section 8(f), the Participant shall have all of the rights of a stockholder with respect to such
Shares, subject to the terms and restrictions set forth in this Section 8 or the applicable Award Agreement or as determined by
the Committee.


 


(b)               
Award Agreement. Each Restricted Stock and/or Restricted Stock Unit Award shall
be evidenced by an Award Agreement that shall specify the Period of Restriction, the number of Shares of Restricted Stock or the
number of Restricted Stock Units granted, and such other provisions as the Committee shall determine in accordance with the Plan.



 


(c)                
Nontransferability of Restricted Stock. Except as provided in this Section 8, Shares
of Restricted Stock may not be sold, transferred, pledged, assigned, encumbered, alienated, hypothecated or otherwise disposed
of until the end of the applicable Period of Restriction established by the Committee and specified in the Restricted Stock Award
Agreement.


 


(d)               
Period of Restriction and Other Restrictions. The Period of Restriction applicable
to an Award of Restricted Stock or Restricted Stock Units shall lapse based on a Participant’s continuing service or employment
with the Company or an Affiliate, the achievement of performance goals, the satisfaction of other conditions or restrictions or
upon the occurrence of other events, in each case, as determined by the Committee, at its discretion, and stated in the Award Agreement.


 


(e)                
Delivery of Shares and Settlement of Restricted Stock Units. Upon the expiration
of the Period of Restriction with respect to any Shares of Restricted Stock, the restrictions set forth in the applicable Award
Agreement shall be of no further force or effect with respect to such Shares, except as set forth in such Award Agreement. If applicable
stock certificates are held by the Secretary of the Company or an escrow holder, upon such expiration, the Company shall deliver
to the Participant, or his beneficiary, without charge, the stock certificate evidencing the Shares of Restricted Stock that have
not then been forfeited and with respect to which the Period of Restriction has expired. Unless otherwise provided by the Committee
in an Award Agreement, upon the expiration of the Period of Restriction with respect to any outstanding Restricted Stock Units,
the Company shall deliver to the Participant, or his beneficiary, without charge, one Share for each such outstanding Restricted
Stock Unit; provided, however, that the Committee may, in its discretion, elect to (i) pay cash or part cash
and part Shares in lieu of delivering only Shares in respect of such Restricted Stock Units or (ii) defer the delivery of
Shares beyond the expiration of the Period of Restriction. If a cash payment is made in lieu of delivering Shares, the amount of
such payment shall be equal to the Fair Market Value of such Shares as of the date on which the Period of Restriction lapsed with
respect to such Restricted Stock Units, less applicable tax withholdings in accordance with Section 16.


 






     


     


    

 


(f)                 
Forms of Restricted Stock Awards. Each Participant who receives an Award of Shares
of Restricted Stock shall be issued a stock certificate or certificates evidencing the Shares covered by such Award registered
in the name of such Participant, which certificate or certificates shall bear an appropriate legend, and, if the Committee determines
that the Shares of Restricted Stock shall be held by the Company or in escrow rather than delivered to the Participant pending
expiration of the Period of Restriction, the Committee may require the Participant to additionally execute and deliver to the Company:
(i) an escrow agreement satisfactory to the Committee, if applicable, and (ii) an appropriate stock power (endorsed in blank) with
respect to such Shares of Restricted Stock. The Committee may require a Participant who receives a certificate or certificates
evidencing a Restricted Stock Award to immediately deposit such certificate or certificates, together with a stock power or other
appropriate instrument of transfer, endorsed in blank by the Participant, with signatures guaranteed in accordance with the Exchange
Act if required by the Committee, with the Secretary of the Company or an escrow holder as provided in the immediately following
sentence. The Secretary of the Company or such escrow holder as the Committee may appoint shall retain physical custody of each
certificate representing a Restricted Stock Award until the Period of Restriction and any other restrictions imposed by the Committee
or under the Award Agreement with respect to the Shares evidenced by such certificate expire or shall have been removed. The foregoing
to the contrary notwithstanding, the Committee may, in its discretion, provide that a Participant’s ownership of Shares of
Restricted Stock prior to the lapse of the Period of Restriction or any other applicable restrictions shall, in lieu of such certificates,
be evidenced by a “book entry” (i.e., a computerized or manual entry) in the records of the Company or its designated
agent in the name of the Participant who has received such Award. Such records of the Company or such agent shall, absent manifest
error, be binding on all Participants who receive Restricted Stock Awards evidenced in such manner. The holding of Shares of Restricted
Stock by the Company or such an escrow holder, or the use of book entries to evidence the ownership of Shares of Restricted Stock,
in accordance with this Section 8(f), shall not affect the rights of Participants as owners of the Shares of Restricted Stock awarded
to them, nor affect the restrictions applicable to such shares under the Award Agreement or the Plan, including the Period of Restriction.


 


(g)               
Rights as a Stockholder. 


 


(i)
Restricted Stock. Unless otherwise determined by the Committee and set forth in a Participant’s Award Agreement, to
the extent permitted or required by law, as determined by the Committee, Participants holding Shares of Restricted Stock shall
have the right to exercise full voting rights with respect to those Shares during the Period of Restriction. During the Period
of Restriction, Participants holding Shares of Restricted Stock shall be credited with any cash dividends paid with respect to
such Shares while they are so held, unless determined otherwise by the Committee and set forth in the Award Agreement. The Committee
may apply any restrictions to such dividends that the Committee deems appropriate. Except as set forth in the Award Agreement,
in the event of (A) any adjustment as provided in Section 4(c), or (B) any shares or securities are received as a dividend, or
an extraordinary dividend is paid in cash, on Shares of Restricted Stock, any new or additional Shares or securities or any extraordinary
dividends paid in cash received by a recipient of Restricted Stock shall be subject to the same terms and conditions, including
the Period of Restriction, as relate to the original Shares of Restricted Stock. Accordingly, unless determined otherwise by the
Committee and set forth in the Award Agreement, any cash dividends credited to a Participant with respect to any Shares during
the Period of Restriction shall be forfeited if the underlying Shares are forfeited. 


 


(ii)
Restricted Stock Units. A Participant receiving Restricted Stock Units shall have the rights of a stockholder only as to
Shares, if any, actually issued to such Participant upon expiration of the Period of Restriction and satisfaction or achievement
of the terms and conditions of the Award, and in accordance with the provisions of the Plan and the applicable Award Agreement,
and not with respect to Shares to which such Award relates but which are not actually issued to such Participant.


 


(h)               
Termination of Employment or Service. Except as otherwise provided in this Section
8(h), during the Period of Restriction, any Restricted Stock Units and/or Shares of Restricted Stock held by a Participant shall
be forfeited and revert to the Company (or, if Shares of Restricted Sock were sold to the Participant, the Participant shall be
required to resell such Shares to the Company at cost) upon the Participant’s Termination of Service or the failure to meet
or satisfy any applicable performance goals or other terms, conditions and restrictions to the extent set forth in the applicable
Award Agreement. Each applicable Award Agreement shall set forth the extent to which, if any, the Participant shall have the right
to retain Restricted Stock Units and/or Shares of Restricted Stock, then subject to the Period of Restriction, following such Participant’s
Termination of Service. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the applicable
Award Agreement, need not be uniform among all such Awards issued pursuant to the Plan, and may reflect distinctions based on the
reasons for, or circumstances of, such Termination of Service.


 


9.
Other Stock-Based Awards.


 


(a)                
Other Stock-Based Awards. The Committee may grant types of equity-based or equity-related
Awards not otherwise described by the terms of the Plan (including the grant or offer for sale of unrestricted Shares), in such
amounts and subject to such terms and conditions, as the Committee shall determine. Such Other Stock-Based Awards may involve the
transfer of actual Shares to Participants, or payment in cash or otherwise of amounts based on the value of Shares. The terms and
conditions of such Awards shall be consistent with the Plan and set forth in the Award Agreement and need not be uniform among
all such Awards or all Participants receiving such Awards.


 



     


     


    




(b)               
Value of Other Stock-Based Awards. Each Other Stock-Based Award shall be expressed
in terms of Shares or units based on Shares, as determined by the Committee. The Committee may establish performance goals in its
discretion, and any such performance goals shall be set forth in the applicable Award Agreement. If the Committee exercises its
discretion to establish performance goals, the number and/or value of Other Stock-Based Awards that will be paid out to the Participant
will depend on the extent to which such performance goals are met.


 


(c)                
Payment of Other Stock-Based Awards. Payment, if any, with respect to an Other
Stock-Based Award shall be made in accordance with the terms of the Award, as set forth in the Award Agreement, in cash, Shares
or a combination of cash and Shares, as the Committee determines.


 


(d)               
Rights as a Stockholder. A Participant receiving an Other Stock-Based Award shall
have the rights of a stockholder only as to Shares, if any, actually issued to such Participant upon satisfaction or achievement
of the terms and conditions of the Award, and in accordance with the provisions of the Plan and the applicable Award Agreement,
and not with respect to Shares to which such Award relates but which are not actually issued to such Participant.


 


(e)                
Termination of Service. The Committee shall determine the extent to which the Participant
shall have the right to receive Other Stock-Based Awards following the Participant’s Termination of Service. Such provisions
shall be determined in the sole discretion of the Committee, such provisions may be included in the applicable Award Agreement,
but need not be uniform among all Other Stock-Based Awards issued pursuant to the Plan, and may reflect distinctions based on the
reasons for Termination of Service.


 


10.
Dividend Equivalents. Unless
otherwise provided by the Committee, no adjustment shall be made in the Shares issuable or taken into account under Awards on account
of cash dividends that may be paid or other rights that may be issued to the holders of Shares prior to issuance of such Shares
under such Award. The Committee may grant Dividend Equivalents based on the dividends declared on Shares that are subject to any
Award, including any Award the payment or settlement of which is deferred pursuant to Section 20(d). Any Award of Dividend Equivalents
may be credited as of the dividend payment dates, during the period between the Grant Date of the Award and the date the Award
becomes payable or terminates or expires, as determined by the Committee. Dividend Equivalents may be subject to any limitations
and/or restrictions determined by the Committee. Dividend Equivalents shall be converted to cash or additional Shares by such formula
and at such time, and shall be paid at such times, as may be determined
by the Committee.


 


11.
Cash-Based Awards.


 


(a)                
Grant of Cash-Based Awards. Subject to the terms of the Plan, Cash-Based Awards
may be granted to Participants in such amounts and upon such terms, and at any time and from time to time, as shall be determined
by the Committee, in accordance with the Plan. A Cash-Based Award entitles the Participant who receives such Award to receive a
payment in cash upon the attainment of applicable performance goals for the applicable performance period, and/or satisfaction
of other terms and conditions, in each case determined by the Committee, and which shall be set forth in the Award Agreement. The
terms and conditions of such Awards shall be consistent with the Plan and set forth in the Award Agreement and need not be uniform
among all such Awards or all Participants receiving such Awards.


 


(b)               
Earning and Payment of Cash-Based Awards. Cash-Based Awards shall become earned,
in whole or in part, based upon the attainment of performance goals specified by the Committee and/or the occurrence of any event
or events and/or satisfaction of such terms and conditions, including a Change in Control, as the Committee shall determine, either
at or after the Grant Date. The Committee shall determine the extent to which any applicable performance goals and/or other terms
and conditions of a Cash-Based Award are attained or not attained following conclusion of the applicable performance period. The
Committee may, in its discretion, waive any such performance goals and/or other terms and conditions relating to any such Award.
Payment of earned Cash-Based Awards shall be as determined by the Committee and set forth in the Award Agreement. 


 


(c)                
Termination of Employment or Service. Each Award Agreement shall set forth the
extent to which the Participant shall have the right to retain Cash-Based Award following such Participant’s Termination
of Service. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the applicable Award
Agreement, need not be uniform among all such Awards issued pursuant to the Plan, and may reflect distinctions based on the reasons
for Termination of Service.


 


12.
Transferability Of Awards; Beneficiary Designation.


 


(a)                
Except as otherwise provided in Section 8(e) or Section 12(b) or a Participant’s
Award Agreement or otherwise determined at any time by the Committee, no Award granted under the Plan may be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution; provided
that the Committee may permit further transferability, on a general or a specific basis, and may impose conditions and limitations
on any permitted transferability, subject to any applicable Period of Restriction;
provided further, however, that no Award may be transferred for value or other consideration without first obtaining approval thereof
by the stockholders of the Company.  Further, except as otherwise provided in a Participant’s Award Agreement
or otherwise determined at any time by the Committee, or unless the Committee decides to permit further transferability, subject
to any applicable Period of Restriction, all Awards granted to a Participant under the Plan, and all rights with respect
to such Awards, shall be exercisable or available during his or her lifetime only by or to such Participant. With respect to those
Awards, if any, that are permitted to be transferred to another individual, references in the Plan to exercise or payment related
to such Awards by or to the Participant shall be deemed to include, as determined by the Committee, the Participant’s permitted
transferee. In the event any Award is exercised by or otherwise paid to the executors, administrators, heirs or distributees of
the estate of a deceased Participant, or such a Participant’s beneficiary, or the transferee of an Award, in any such case,
pursuant to the terms and conditions of the Plan and the applicable Agreement and in accordance with such terms and conditions
as may be specified from time to time by the Committee, the Company shall be under no obligation to issue Shares thereunder unless
and until the Company is satisfied, as determined in the discretion of the Committee, that the person or persons exercising such
Award, or to receive such payment, are the duly appointed legal representative of the deceased Participant’s estate or the
proper legatees or distributees thereof or the named beneficiary of such Participant, or the valid transferee of such Award, as
applicable. Any purported assignment, transfer or encumbrance of an Award that does not comply with this Section 12(a)
shall be void and unenforceable against the Company.


 



     


     


    




(b)               
Beneficiary Designation. Each Participant may, from time to time, name any beneficiary
or beneficiaries who shall be permitted to exercise his or her Option or SAR or to whom any benefit under the Plan is to be paid
in case of the Participant’s death before he or she fully exercises his or her Option or SAR or receives any or all of such
benefit. Each such designation shall revoke all prior designations by the same Participant, shall be in a form prescribed
by the Company, and will be effective only when filed by the Participant in writing with the Company during the Participant’s
lifetime. In the absence of any such beneficiary designation, a Participant’s unexercised Option or SAR, or amounts due but
remaining unpaid to such Participant, at the Participant’s death, shall be exercised or paid as designated by the Participant
by will or by the laws of descent and distribution.


 


13.
Rights of Participants.


 


(a)                
Rights or Claims. No person shall have any rights or claims under the Plan except
in accordance with the provisions of the Plan and any applicable Award Agreement. The liability of the Company and any Affiliate
under the Plan is limited to the obligations expressly set forth in the Plan, and no term or provision of the Plan may be construed
to impose any further or additional duties, obligations, or costs on the Company or any Affiliate thereof or the Board or the Committee
not expressly set forth in the Plan. The grant of an Award under the Plan shall not confer any rights upon the Participant holding
such Award other than such terms, and subject to such conditions, as are specified in the Plan as being applicable to such type
of Award, or to all Awards, or as are expressly set forth in the Award Agreement evidencing such Award. Without limiting the generality
of the foregoing, neither the existence of the Plan nor anything contained in the Plan or in any Award Agreement shall be deemed
to:


 


(i)             
Give any Eligible Individual the right to be retained in the employment
or service of the Company and/or an Affiliate, whether in any particular position, at any particular rate of compensation, for
any particular period of time or otherwise;


 


(ii)           
Restrict in any way the right of the Company and/or an Affiliate to
terminate, change or modify any Eligible Individual’s employment or service at any time with or without Cause; 


 


(iii)         
Confer on any Eligible Individual any right of continued relationship
with the Company and/or an Affiliate, or alter any relationship between them, including any right of the Company or an Affiliate
to terminate, change or modify its relationship with an Eligible Individual;


 


(iv)          
Constitute a contract of employment or service between the Company
or any Affiliate and any Eligible Individual, nor shall it constitute a right to remain in the employ or service of the Company
or any Affiliate; 


 


(v)           
Give any Eligible Individual the right to receive any bonus, whether
payable in cash or in Shares, or in any combination thereof, from the Company and/or an Affiliate, nor be construed as limiting
in any way the right of the Company and/or an Affiliate to determine, in its sole discretion, whether or not it shall pay any Eligible
Individual bonuses, and, if so paid, the amount thereof and the manner of such payment; or 


 


(vi)          
Give any Participant any rights whatsoever with respect to an Award
except as specifically provided in the Plan and the Award Agreement.


 


(b)               
Adoption of the Plan. The adoption of the Plan shall not be deemed to give any
Eligible Individual or any other individual any right to be selected as a Participant or to be granted an Award, or, having been
so selected, to be selected to receive a future Award.


 


(c)                
Vesting. Notwithstanding any other provision of the Plan, a Participant’s
right or entitlement to exercise or otherwise vest in any Award not exercisable or vested at the Grant Date thereof shall only
result from continued services as a Non-Employee Director or Consultant or continued employment, as the case may be, with the Company
or any Affiliate, or satisfaction of any other performance goals or other conditions or restrictions applicable, by its terms,
to such Award, except, in each such case, as the Committee may, in its discretion, expressly determine otherwise.


 



     


     


    




(d)               
No Effects on Benefits; No Damages. Payments and other compensation received by
a Participant under an Award are not part of such Participant’s normal or expected compensation or salary for any purpose,
including calculating termination, indemnity, severance, resignation, redundancy, end of service payments, bonuses, long-service
awards, pension or retirement benefits or similar payments under any laws, plans, contracts, policies, programs, arrangements or
otherwise. A Participant shall, by participating in the Plan, waive any and all rights to compensation or damages in consequence
of Termination of Service of such Participant for any reason whatsoever, whether lawfully or otherwise, insofar as those rights
arise or may arise from such Participant ceasing to have rights under the Plan as a result of such Termination of Service, or from
the loss or diminution in value of such rights or entitlements, including by reason of the operation of the terms of the Plan or
the provisions of any statute or law relating to taxation. No claim or entitlement to compensation or damages arises from the termination
of the Plan or diminution in value of any Award or Shares purchased or otherwise received under the Plan.


 


(e)                
One or More Types of Awards. A particular type of Award may be granted to a Participant
either alone or in addition to other Awards under the Plan.


 


14.
Change In Control.


 


(a)       Except
to the extent otherwise provided in an Award Agreement, in the event of a Change in Control, notwithstanding any provision of the
Plan to the contrary, the Committee may, in its discretion, provide that, with respect to all or any portion of a particular outstanding
Award or Awards: 


 


(i)       any
outstanding Option, SAR or other Award (as applicable) that is not then exercisable shall immediately become exercisable as to
all or any portion of the Shares covered thereby as of a time prior to the Change in Control; 


 


(ii)       all
or any portion of the restrictions applicable to any outstanding Award (including the Period of Restriction applicable to any outstanding
Shares of Restricted Stock or Restricted Stock Units) shall immediately lapse as of a time prior to the Change in Control (including
a waiver of any applicable performance goals); 


 


(iii)       Performance
periods in effect on the date the Change in Control occurs shall end on such date, and (A) determine the extent to which performance
goals or other performance goals with respect to each such performance period have been met based upon such audited or unaudited
financial information or other information then available as it deems relevant and (B) cause the Participant to receive partial
or full payment of Awards for each such performance period based upon the Committee’s determination of the degree of attainment
of the performance goals or other performance goals, or by assuming that the applicable “target” levels of performance
have been attained or on such other basis determined by the Committee; 


 


(iv)       Awards
previously deferred shall be settled in full as soon as practicable; 


 


(v)
        any outstanding Awards shall be adjusted, substituted, converted, settled and/or terminated
as the Committee, in its discretion, deems appropriate and consistent with the Plan’s purposes; and


 


(vi)       with
respect to any Options having a per Share exercise price equal to, or in excess of, the Fair Market Value of a Share, such Options
shall be canceled and terminated without any payment or consideration therefor. 


 


To the extent practicable,
any actions taken by the Committee under the immediately preceding clauses (i) through (v) shall occur in a manner and
at a time which allows affected Participants the ability to participate in the Change in Control transactions with respect to the
Common Stock subject to their Awards.


 


(2)               
No Implied Rights; Other Limitations. No Participant shall have any right to prevent
the consummation of any of the acts described in Section 4(c) or this Section 14 affecting the number of Shares available to, or
other entitlement of, such Participant under the Plan or such Participant’s Award. Any actions or determinations of the Committee
under this Section 14 need not be uniform as to all outstanding Awards, nor treat all Participants identically. Notwithstanding
the foregoing provisions of this Section 14, the Committee shall determine the adjustments provided in this Section 14 subject
to Section 16(f)(vi).


 


15.
Amendment and Termination.


 


(a)                
Amendment and Termination of the Plan. The Board may, at any time and with or without
prior notice, amend, alter, suspend or terminate the Plan, retroactively or otherwise, but no such amendment, alteration, suspension
or termination of the Plan shall be made which would materially impair the previously accrued rights of any Participant with respect
to a previously granted Award without such Participant’s consent, except any such amendment made to comply with applicable
law, tax rules, stock exchange rules or accounting rules. In addition, no such amendment shall be made without the approval of
the Company’s stockholders to the extent such approval is required by any applicable law, tax rules, stock exchange rules
or accounting rules (including as necessary to comply with any rules or requirements of any securities exchange or inter-dealer
quotation system on which the Shares may be listed or quoted).


 



     


     


    




(b)               
Amendment of Awards. Subject to the immediately following sentence, the Committee
may unilaterally amend or alter the terms of any Award theretofore granted, including any Award Agreement, retroactively or otherwise,
but no such amendment shall cause an Award to be inconsistent with the
terms and conditions of the Plan or materially impair the previously accrued rights of the Participant to whom such Award was granted
with respect to such Award without his or her consent, except such an amendment made to cause the Plan or such Award to comply
with applicable law, tax rules, stock exchange rules or accounting rules. Except in connection with a corporate transaction involving
the Company or as provided in Section 4(c) or as approved by the Company’s stockholders, during any period that the Company
is subject to the reporting requirements of the Exchange Act, the terms of an outstanding Option or SAR may not be amended to reduce
the Option Price or Grant Price thereof, an outstanding Option or SAR may not be cancelled in exchange for cash, the granting of
an Option or SAR to the Participant at a lower Option Price or Grant Price, or the granting to the Participant another Award of
a different type, and no Option or SAR shall otherwise be subject to any action that is considered a “repricing” for
purposes of the stockholder approval rules of the Applicable Exchange.


 


16.
Tax Withholding and Other Tax Matters.


 


(a)                
Tax Withholding. The Company and/or any Affiliate are authorized to withhold from
any Award granted or payment due under the Plan the amount of all Federal, state, local and non-United States taxes due in respect
of such Award or payment and take any such other action as may be necessary or appropriate, as determined by the Committee, to
satisfy all obligations for the payment of such taxes. No later than the date as of which an amount first becomes includible in
the gross income or wages of a Participant for federal, state, local, or non-U.S. tax purposes with respect to any Award, such
Participant shall pay to the Company, or make arrangements satisfactory to the Committee regarding the payment of, any federal,
state, local or non-U.S. taxes or social security (or similar) contributions of any kind required by law to be withheld with respect
to such amount. The obligations of the Company under the Plan shall be conditional on such payment or satisfactory arrangements
(as determined by the Committee in its discretion), and the Company and the Subsidiaries and Affiliates shall, to the extent permitted
by law, have the right to deduct any such taxes from any payment otherwise due to such Participant, whether or not under the Plan.


 


(b)               
Withholding or Tendering Shares. Without limiting the generality of Section 16(a),
subject to any applicable laws, a Participant may (unless disallowed by the Committee) elect to satisfy or arrange to satisfy,
in whole or in part, the tax obligations incident to an Award by: (i) electing to have the Company withhold Shares or other property
otherwise deliverable to such Participant pursuant to his or her Award (provided, however, that the amount of any
Shares so withheld shall not exceed the amount necessary to satisfy required Federal, state, local and non-United States withholding
obligations using the minimum statutory withholding rates for Federal, state, local and/or non-U.S. tax purposes, including payroll
taxes, that are applicable to supplemental taxable income) and/or (ii) tendering to the Company Shares already owned by such Participant
(or by such Participant and his or her spouse jointly) and either previously acquired by the Participant on the open market or
held by the Participant for at least six (6) months at the time of exercise or payment (or which meet any such other requirements
as the Committee may determine are necessary in order to avoid an accounting earnings charge on account of the use of such Shares
to satisfy such tax obligations), based, in each case, on the Fair Market Value of the Common Stock on the payment date as determined
by the Committee. All such elections shall be irrevocable, made in writing, signed by the Participant, and shall be subject to
any restrictions or limitations that the Committee, in its sole discretion, deems appropriate. The Committee may establish such
procedures as it deems appropriate, including making irrevocable elections, for settlement of withholding obligations with Common
Stock.


 


(c)                
Restrictions. The satisfaction of tax obligations pursuant to this Section 16 shall
be subject to such restrictions as the Committee may impose, including any restrictions required by applicable law or the rules
and regulations of the SEC, and shall be construed consistent with an intent to comply with any such applicable laws, rule and
regulations.


 


(d)               
Section 83(b) Election. If a Participant makes an election under Section 83(b)
of the Code to be taxed with respect to an Award as of the date of transfer of Shares rather than as of the date or dates upon
which the Participant would otherwise be taxable under Section 83(a) of the Code, such Participant shall deliver a copy of such
election to the Company upon or prior to the filing such election with the Internal Revenue Service. Neither the Company nor any
Affiliate shall have any liability or responsibility relating to or arising out of the filing or not filing of any such election
or any defects in its construction.


 


(e)                
No Guarantee of Favorable Tax Treatment. Although the Company intends to administer
the Plan so that Awards will be exempt from, or will comply with, the requirements of Code Section 409A, the Company does not warrant
that any Award under the Plan will qualify for favorable tax treatment under Code Section 409A 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.


 


(f)                 
Nonqualified Deferred Compensation.


 






     


     


    

 


(i)             
It is the intention of the Company that no Award shall be deferred
compensation subject to Code Section 409A unless and to the extent that the Committee specifically determines otherwise as provided
in paragraph (ii) of this Section 16(f), and the Plan and the terms and conditions of all Awards shall be interpreted and administered
accordingly.


 


(ii)           
The terms and conditions governing any Awards that the Committee determines
will be subject to Section 409A of the Code, including any rules for payment or elective or mandatory deferral of the payment or
delivery of Shares or cash pursuant thereto, and any rules regarding treatment of such Awards in the event of a Change in Control,
shall be set forth in the applicable Award Agreement and shall be intended to comply in all respects with Section 409A of the Code,
and the Plan and the terms and conditions of such Awards shall be interpreted and administered accordingly.


 


(iii)         
The Committee shall not extend the period to exercise an Option or
Stock Appreciation Right to the extent that such extension would cause the Option or Stock Appreciation Right to become subject
to Code Section 409A. 


 


(iv)          
No Dividend Equivalents shall relate to Shares underlying an Option
or SAR unless such Dividend Equivalent rights are explicitly set forth as a separate arrangement and do not cause any such Option
or SAR to be subject to Code Section 409A.


 


(v)           
The Company shall have complete discretion to interpret and construe the Plan and any Award Agreement in any manner
that establishes an exemption from (or compliance with) the requirements of Code Section 409A.  If for any reason, such as
imprecision in drafting, any provision of the Plan and/or any Award Agreement does not accurately reflect its intended establishment
of an exemption from (or compliance with) Code Section 409A, as demonstrated by consistent interpretations or other evidence
of intent, such provision shall be considered ambiguous as to its exemption from (or compliance with) Code Section 409A and shall
be interpreted by the Company in a manner consistent with such intent, as determined in the discretion of the Company.
If, notwithstanding the foregoing provisions of this Section 16(f)(v), any provision of the Plan or any Award Agreement would cause
a Participant to incur any additional tax or interest under Code Section 409A, the Company shall reform such provision in a manner
intended to avoid the incurrence by such Participant of any such additional tax or interest; provided that the Company shall
maintain, to the extent reasonably practicable, the original intent and economic benefit to the Participant of the applicable provision
without violating the provisions of Code Section 409A.


 


(vi)          
Notwithstanding the provisions of Section 4(c) to the contrary, (1) any adjustments made pursuant to Section 4(c) to Awards
that are considered “deferred compensation” subject to Section 409A of the Code shall be made in compliance with the
requirements of Section 409A of the Code; (2) any adjustments made pursuant to Section 4(c) to Awards that are not considered “deferred
compensation” subject to Section 409A of the Code shall be made in such a manner as to ensure that after such adjustment,
the Awards either (A) continue not to be subject to Section 409A of the Code or (B) comply with the requirements of Section 409A
of the Code; and (3) in any event, neither the Committee nor the Board shall have any authority to make any adjustments, substitutions
or changes pursuant to Section 4(c) to the extent the existence of such authority would cause an Award that is not intended to
be subject to Section 409A of the Code at the Grant Date thereof to be subject to Section 409A of the Code.


 


(vii)        
If any Award is subject to Section 409A of the Code, the provisions
of Section 14 shall be applicable to such Award only to the extent specifically provided in the Award Agreement and permitted pursuant
to paragraph (ii) of this Section 16(f).


 


(viii)      
Notwithstanding any other provision in the Plan, any Award Agreement
or any other written document establishing the terms and conditions of an Award, if any Participant is a “specified employee,”
within the meaning of Section 409A of the Code, as of the date of his or her “separation from service” (as defined
under Section 409A of the Code), then, to the extent required by Treasury Regulation Section 1.409A-3(i)(2) (or any successor provision),
any payment made to such Participant on account of his or her separation from service shall not be made before a date that is six
months after the date of his or her separation from service. The Committee may elect any of the methods of applying this rule that
are permitted under Treasury Regulation Section 1.409A-3(i)(2)(ii) (or any successor provision).


 


17.
Limits Of Liability; Indemnification.


 


(a)                
Limits of Liability. Any liability of the Company or an Affiliate to any Participant
with respect to any Award shall be based solely upon contractual obligations created by the Plan and the Award Agreement.


 


(i)             
None of the Company, any Affiliate, any member of the Board or the
Committee or any other person participating in any determination of any question under the Plan, or in the interpretation, administration
or application of the Plan, shall have any liability, in the absence of bad faith, to any party for any action taken or not taken
in connection with the Plan, except as may expressly be provided by statute.


 



     


     


    




(ii)           
Each member of the Committee, while serving as such, shall be considered
to be acting in his or her capacity as a director of the Company. Members of the Board of Directors and members of the Committee
acting under the Plan shall be fully protected in relying in good faith upon the advice of counsel and shall incur no liability
except for gross negligence or willful misconduct in the performance of their duties.


 


(iii)         
The Company shall not be liable to a Participant or any other person
as to: (i) the non-issuance of Shares as to which the Company has been unable to obtain from any regulatory body having relevant
jurisdiction the authority deemed by the Committee or the Company’s counsel to be necessary to the lawful issuance and sale
of any Shares hereunder, (ii) any tax consequence expected, but not realized, by any Participant or other person due to the receipt,
exercise or settlement of any Option or other Award, or (iii) any tax, interest, or penalties any Participant or other person might
owe as a result of the grant, holding, vesting, exercise, or payment of any Award under the Plan.


 


(b)               
Indemnification. Subject to the requirements of Delaware law, each individual who
is or shall have been a member of the Committee or of the Board, or an officer of the Company to whom authority was delegated in
accordance with Section 3, shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or
expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit,
or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure
to act under the Plan and against and from any and all amounts paid by him or her in settlement thereof, with the Company’s
approval, or paid by him or her in satisfaction of any judgment in any such action, suit, or proceeding against him or her, provided
he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes
to handle and defend it on his or her own behalf, unless such loss, cost, liability, or expense is a result of the individual’s
own willful misconduct or except as provided by statute. The foregoing right of indemnification shall not be exclusive of any other
rights of indemnification to which such individual may be entitled under the Company’s Certificate of Incorporation
or By-Laws, as a matter of law, or otherwise, or any power that the Company may have to indemnify or hold harmless such individual.


 


18.
Successors. All obligations of the Company under the Plan with respect to
Awards granted hereunder 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 otherwise, of all or substantially all of the business and/or assets
of the Company.


 


19.       Forfeiture
/ Clawback. The Committee may, in its discretion, specify in an Award Agreement or a policy that will be deemed incorporated
into an Award Agreement by reference (regardless of whether such policy is established before or after the date of such Award Agreement),
that a Participant’s rights, payments, and benefits with respect to an Award shall be subject to reduction, cancellation,
forfeiture, rescission or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting,
restrictions or performance conditions of an Award. Such events may include, but shall not be limited to, Termination of Service
with or without cause, breach of noncompetition, confidentiality, or other restrictive covenants that may apply to the Participant,
or restatement of the Company’s financial statements to reflect adverse results from those previously released financial
statements, as a consequence of errors, omissions, fraud, or misconduct. 


 


20.       Miscellaneous.


 


(a)                
Drafting Context; Captions. Except where otherwise indicated by the context, any
masculine term used herein also shall include the feminine; the plural shall include the singular and the singular shall include
the plural. The words “Section,” and “paragraph” herein shall refer to provisions of the Plan, unless expressly
indicated otherwise. The words “include,” “includes,” and “including” herein shall be deemed
to be followed by “without limitation” whether or not they are in fact followed by such words or words of similar import,
unless the context otherwise requires. The headings and captions appearing herein are inserted only as a matter of convenience.
They do not define, limit, construe, or describe the scope or intent of the provisions of the Plan.


 


(b)               
Severability. In the event any provision of the Plan shall be held illegal or invalid
for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed
and enforced as if the illegal or invalid provision had not been included.


 


(c)                
Exercise and Payment of Awards. An Award shall be deemed exercised or claimed when
the Secretary of the Company or any other Company official or other person designated by the Committee for such purpose receives
appropriate Notice from a Participant, in form acceptable to the Committee, together with payment of the applicable Option Price,
Grant Price or other purchase price, if any, and compliance with Section 16, in accordance with the Plan and such Participant’s
Award Agreement.


 


(d)               
Deferrals. Subject to applicable law, the Committee may from time to time establish
procedures pursuant to which a Participant may defer on an elective or mandatory basis receipt of all or a portion of the cash
or Shares subject to an Award on such terms and conditions as the Committee shall determine, including those of any deferred compensation
plan of the Company or any Affiliate specified by the Committee for such purpose.


 



     


     


    




(e)                
No Effect on Other Plans. Neither the adoption of the Plan nor anything contained
herein shall affect any other compensation or incentive plans or arrangements of the Company or any Affiliate, or prevent or limit
the right of the Company or any Affiliate to establish any other forms of incentives or compensation for their directors, officers,
eligible employees or consultants or grant or assume options or other rights otherwise than under the Plan.


 


(f)                 
Section 16 of Exchange Act. The provisions and operation of the Plan are intended
to ensure that no transaction under the Plan is subject to (and not exempt from) the short-swing profit recovery rules of Section
16(b) of the Exchange Act. Unless otherwise stated in the Award Agreement, notwithstanding any other provision of the Plan, any
Award granted to an Insider shall be subject to any additional limitations set forth in any applicable exemptive rule under Section
16(b) of the Exchange Act (including Rule 16b-3) that are requirements for the application of such exemptive rule, and the Plan
and the Award Agreement shall be deemed amended to the extent necessary to conform to such limitations.


 


(g)               
Requirements of Law; Limitations on Awards.


 


(i)             
The granting of Awards and the issuance of Shares under the Plan shall
be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities
exchanges as may be required. 


 


(ii)           
If at any time the Committee shall determine, in its discretion, that
the listing, registration and/or qualification of Shares upon any securities exchange or under any state, Federal or non-United
States law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in
connection with, the sale or purchase of Shares hereunder, the Company shall have no obligation to allow the grant, exercise or
payment of any Award, or to issue or deliver evidence of title for Shares issued under the Plan, in whole or in part, unless and
until such listing, registration, qualification, consent and/or approval shall have been effected or obtained, or otherwise provided
for, free of any conditions not acceptable to the Committee.


 


(iii)         
If at any time counsel to the Company shall be of the opinion that
any sale or delivery of Shares pursuant to an Award is or may be in the circumstances unlawful or result in the imposition of excise
taxes on the Company or any Affiliate under the statutes, rules or regulations of any applicable jurisdiction, the Company shall
have no obligation to make such sale or delivery, or to make any application or to effect or to maintain any qualification or registration
under the Securities Act, or otherwise with respect to Shares or Awards and the right to exercise or payment of any Option or Award
shall be suspended until, in the opinion of such counsel, such sale or delivery shall be lawful or will not result in the imposition
of excise taxes on the Company or any Affiliate.


 


(iv)          
Upon termination of any period of suspension under this Section 20(g),
any Award affected by such suspension which shall not then have expired or terminated shall be reinstated as to all Shares available
before such suspension and as to the Shares which would otherwise have become available during the period of such suspension, but
no suspension shall extend the term of any Award.


 


(v)           
The Committee may require each person receiving Shares in connection
with any Award under the Plan to represent and agree with the Company in writing that such person is acquiring such Shares for
investment without a view to the distribution thereof, and/or provide such other representations and agreements as the Committee
may prescribe. The Committee, in its absolute discretion, may impose such restrictions on the ownership and transferability of
the Shares purchasable or otherwise receivable by any person under any Award as it deems appropriate. Any such restrictions shall
be set forth in the applicable Award Agreement, and the certificates evidencing such shares may include any legend that the Committee
deems appropriate to reflect any such restrictions.


 


(vi)          
An Award and any Shares received upon the exercise or payment of an
Award shall be subject to such other transfer and/or ownership restrictions and/or legending requirements as the Committee may
establish in its discretion and may be referred to on the certificates evidencing such Shares, including restrictions under applicable
Federal securities laws, under the requirements of any stock exchange or market upon which such Shares are then listed and/or traded,
and under any blue sky or state securities laws applicable to such Shares.


 


(h)               
Participants Deemed to Accept 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 Board, the Committee or the Company, in any case in accordance with the terms and conditions of the Plan.


 


(i)                 
Governing Law. Except as to matters concerning the issuance of Shares or other
matters of corporate governance, which shall be determined, and related Plan and Award provisions, which shall be construed, under
the laws of the State of Delaware, the Plan and each Award Agreement shall be governed by and construed in accordance with the
laws of the State of New York, 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. Unless otherwise provided in the Award Agreement,
Participants are deemed to submit to the exclusive jurisdiction and venue of the federal or state courts of the State of New York,
to resolve any and all issues that may arise out of or relate to the Plan or any related Award Agreement.


 



     


     


    




(j)                 
Plan Unfunded. The Plan shall be an unfunded plan for incentive compensation. The
Company shall not be required to establish any special or separate fund or to make any other segregation of assets to assure the
issuance of Shares or the payment of cash upon exercise or payment of any Award. Proceeds from the sale of Shares pursuant to Options
or other Awards granted under the Plan shall constitute general funds of the Company. With respect to any payments not yet made
to any person pursuant to an Award, nothing contained in the Plan or any Award Agreement shall give such person any rights that
are greater than those of a general creditor of the Company or any Affiliate, and a Participant’s rights under the Plan at
all times constitute an unsecured claim against the general assets of the Company for the payment any amounts as they come due
under the Plan. Neither the Participant nor the Participant’s duly-authorized transferee or beneficiaries shall have any
claim against or rights in any specific assets, Shares, or other funds of the Company or any Affiliate.


 


(k)               
Administration Costs. The Company shall bear all costs and expenses incurred in
administering the Plan, including expenses of issuing Shares pursuant to any Options or other Awards granted hereunder.


 


(l)                 
Uncertificated Shares. To the extent that the Plan provides for issuance of certificates
to reflect the transfer of Shares, the transfer of such Shares may nevertheless be effected on a noncertificated basis, to the
extent not prohibited by applicable law or the rules of any stock exchange.


 


(m)              
No Fractional Shares. An Option or other Award shall not be exercisable with respect
to a fractional Share or the full number of Shares then subject to the Option or other Award. No fractional Shares shall be issued
upon the exercise or payment of an Option or other Award.


 


(n)               
Affiliate Eligible Individuals. In the case of a grant of an Award to any Eligible
Individual of an Affiliate, the Company may, if the Committee so directs, issue or transfer the Shares, if any, covered by the
Award to such Affiliate, for such lawful consideration as the Committee may specify, upon the condition or understanding that such
Affiliate will transfer such Shares to such Eligible Individual in accordance with the terms and conditions of such Award and those
of the Plan. The Committee may also adopt procedures regarding treatment of any Shares so transferred to an Affiliate that are
subsequently forfeited or canceled.


 


(o)               
Data Protection. By participating in the Plan, each Participant consents to the
collection, processing, transmission and storage by the Company, in any form whatsoever, of any data of a professional or personal
nature which is necessary for the purposes of administering the Plan. The Company may share such information with any Affiliate,
any trustee, its registrars, brokers, other third-party administrator or any person who obtains control of the Company or any Affiliate
or any division respectively thereof.


 


(p)               
Right of Offset. The Company and the Affiliates shall have the right to offset
against the obligations to make payment or issue any Shares to any Participant under the Plan, any outstanding amounts (including
travel and entertainment advance balances, loans, tax withholding amounts paid by the employer or amounts repayable to the Company
or any Affiliate pursuant to tax equalization, housing, automobile or other employee programs) such Participant then owes to the
Company or any Affiliate and any amounts the Committee otherwise deems appropriate pursuant to any tax equalization policy or agreement,
in each case to the extent permitted by applicable law and not in violation of Code Section 409A.


 


(q)               
Participants Based Outside of the United States. The Committee may grant awards
to Eligible Individuals who are non-United States nationals, or who reside outside the United States or who are not compensated
from a payroll maintained in the United States or who are otherwise subject to (or could cause the Company to be subject to) legal
or regulatory provisions of countries or jurisdictions outside the United States, 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 comply with such legal or regulatory provisions, and, in furtherance of such purposes, the Committee
may make or establish such modifications, amendments, procedures or subplans as may be necessary or advisable to comply with such
legal or regulatory requirements (including to maximize tax efficiency).