Exhibit
10.1


 


U.S.
Energy Corp.


Amended
and Restated 2012 Equity and Performance Incentive Plan


 


Adopted
By the Board: April 24, 2010, March 20, 2015, April 27, 2017 April 24, 2018, April 20, 2020


Approved
by the Shareholders: June 29, 2012 June 19, 2015, July 17, 2017 September 11, 2018, June 9, 2020


Effective:
July 1, 2012 2015 July 17, 2017 September 11, 2018, June 9, 2020


 


1.
Purpose. The purpose of the 2012 Equity and Performance Incentive Plan is to attract and retain officers and other employees
of U.S. Energy Corp., a Wyoming corporation, and its Subsidiaries and to provide to such persons incentives and rewards for superior
performance.


 


2.
Definitions. As used in this Plan,


 


(a)
“Award” means any Option, Stock Appreciation Right, Restricted Stock, Performance Share, Performance Unit, Other Share-Based
Award, or any other right, interest or option related to Shares or other property (including cash) granted pursuant to the provisions
of this Plan.


 


(b)
“Base Price” means the price to be used as the basis for determining the Spread upon the exercise of a Free-Standing
Appreciation Right and a Tandem Appreciation Right.


 


(c)
“Board” means the Board of Directors of the Company and, to the extent of any delegation by the Board to a committee
(or subcommittee thereof) pursuant to Section 14 of this Plan, such committee (or subcommittee).


 


(d)
“Change in Control” has the meaning set forth in Section 11.


 


(e)
“Code” means the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations thereunder,
as such law, rules and regulations may be amended from time to time.


 


(f)
“Common Stock” means the Common Stock, par value $0.01 per share, of the Company or any security into which such Common
Stock may be changed by reason of any transaction or event of the type referred to in Section 13 of this Plan.


 


(g)
“Company” means U.S. Energy Corp., a Wyoming corporation, and its successors.


 


(h)
“Date of Grant” means the date specified by the Board on which a grant of Options, Stock Appreciation Rights, Performance
Shares, Performance Units or other awards contemplated by Section 9 of this Plan, or a grant or sale of Restricted Stock, Restricted
Stock Units, or other awards contemplated by Section 9 of this Plan, will become effective (which date will not be earlier than
the date on which the Board takes action with respect thereto).


 


(i)
“Director” means a member of the Board of Directors of the Company.


 


(j)
“Effective Date” means July 1, 2012. As amended, the Effective Date shall be the later of (1) July 1, 2015, or (2)
the date that shareholder approval is obtained for the Amended and Restated 2012 Equity and Performance Incentive Plan.


 


(k)
“Eligible Individual” means an officer, employee, Director, or contractor of the Company or any one or more
of its Subsidiaries.


 


(l)
“Evidence of Award” means an agreement, certificate, resolution or other type or form of writing or other evidence
approved by the Board that sets forth the terms and conditions of the Awards granted. An Evidence of Award may be in an electronic
medium, may be limited to notation on the books and records of the Company and, unless otherwise determined by the Board, need
not be signed by a representative of the Company or a Participant.


  


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


 




    	 	 	 



     


    

 


(n)
“Free-Standing Appreciation Right” means a Stock Appreciation Right granted pursuant to Section 5 of this Plan that
is not granted in tandem with an Option.


 


(o)
“Incentive Stock Options” means Options that are intended to qualify as “incentive stock options” under
Section 422 of the Code or any successor provision.


 


(p)
“Management Objectives” means the measurable performance objective or objectives established pursuant to this Plan
for Participants who have received grants of Performance Shares or Performance Units or, when so determined by the Board, Options,
Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, dividend credits or other awards pursuant to this Plan. Management
Objectives may be described in terms of Company-wide objectives or objectives that are related to the performance of the individual
Participant or of the Subsidiary, division, department, region or function within the Company or Subsidiary in which the Participant
is employed. The Management Objectives may be made relative to the performance of one or more other companies or subsidiaries,
divisions, departments, regions or functions within such other companies, and may be made relative to an index of one or more
of the performance objectives themselves.


 


If
the Board determines that a change in the business, operations, corporate structure or capital structure of the Company, or the
manner in which it conducts its business, or other events or circumstances render the Management Objectives unsuitable, the Board
may in its discretion modify such Management Objectives or the related level or levels of achievement, in whole or in part, as
the Board deems appropriate and equitable.


 


(q)
“Market Value per Share” means, as of any particular date, the closing sale price of a share of Common Stock as reported
on the principal national securities exchange on which the Common Stock is listed. If the Common Stock is not traded on a given
date, the Market Value per Share means the closing price for a share of Common Stock on the principal national securities exchange
on which the Common Stock is traded for the immediately preceding date on which the Common Stock is traded. If the Common Stock
is not listed on a national securities exchange, the Market Value per Share shall be the fair market value of a share of Common
Stock as determined in good faith by the Board in accordance with the fair market value pricing rules set forth in Section 409A
of the Code.


 


(r)
“Optionee” means the Eligible Individual named in an Evidence of Award evidencing an outstanding Option.


 


(s)
“Option Price” means the purchase price per Share payable on exercise of an Option.


 


(t)
“Option” means an option to purchase Common Stock granted pursuant to Section 4 of this Plan.


 


(u)
“Participant” means an Eligible Individual who has received an Award under this Plan.


 


(v)
“Performance Period” means, in respect of a Performance Share or Performance Unit, a period of time established pursuant
to Section 8 of this Plan within which the Management Objectives relating to such Performance Share or Performance Unit are to
be measured.


 


(w)
“Performance Share” means a bookkeeping entry that records the equivalent of one share of Common Stock awarded pursuant
to Section 8 of this Plan.


 


(x)
“Performance Unit” means a bookkeeping entry awarded pursuant to Section 8 of this Plan that records a unit equivalent
to $1.00 or such other value as is determined by the Board.


 


(y)
“Plan” means this U.S. Energy Corp. 2012 Equity and Performance Incentive Plan, as may be amended from time to time.


 


(z)
“Restricted Stock” means Common Stock granted or sold pursuant to Section 6 of this Plan as to which the applicable
Restriction Period has not yet lapsed.


  




    	 	 	 



     


    

 


(aa)
“Restriction Period” means the period of time during which Restricted Stock is subject to a substantial risk of forfeiture
or Restricted Stock Units are subject to restrictions, as provided in Section 6 and Section 7 of this Plan.


 


(bb)
“Restricted Stock Unit” means an award made pursuant to Section 7 of this Plan of the right to receive Common Stock
or cash at the end of a specified period.


 


(cc)
“Share” means one share of Common Stock.


 


(dd)
“Spread” means, on any applicable measurement date, the excess of the Market Value per Share over the Option Price
or Base Price provided for in an Option or Stock Appreciation Right, respectively.


 


(ee)
“Separation from Service” means a Participant’s Termination of Employment with the Company and any of its Subsidiaries
or affiliates that qualifies as a “separation from service” for purposes of Section 409A of the Code. A Separation
from Service will be deemed to occur where the Participant and the Company, its Subsidiary or affiliate, reasonably anticipate
that the bona fide level of services the Participant will perform (whether as an employee or as an independent contractor) will
be permanently reduced to a level that is less than thirty-seven and a half percent (37.5%) of the average level of bona fide
services the Participant performed during the immediately preceding 36 months (or the entire period the Participant has provided
services if the Participant has been providing services to the Company and any of its Subsidiaries or affiliates for less than
36 months).


 


(ff)
“Stock Appreciation Right” means a right granted pursuant to Section 5 of this Plan, and includes both Tandem Appreciation
Rights and Free-Standing Appreciation Rights.


 


(gg)
“Subsidiary” means a corporation, company or other entity (i) more than 50 percent of whose outstanding shares or
securities (representing the right to vote for the election of directors or other managing authority) are, or (ii) which does
not have outstanding shares or securities (as may be the case in a partnership, joint venture or unincorporated association),
but more than 50 percent of whose ownership interest representing the right generally to make decisions for such other entity
is, now or hereafter, owned or controlled, directly or indirectly, by the Company except that for purposes of determining whether
any person may be a Participant for purposes of any grant of Incentive Stock Options, “Subsidiary” means any corporation
in which at the time the Company owns or controls, directly or indirectly, more than 50 percent of the total combined voting power
represented by all classes of stock issued by such corporation.


  


(hh)
“Tandem Appreciation Right” means a Stock Appreciation Right granted pursuant to Section 5 of this Plan that is granted
in tandem with an Option.


 


(ii)
“Termination of Employment” means the termination of a Participant’s employment with, or performance of services
for, the Company and any of its Subsidiaries or affiliates. Unless otherwise determined by the Board, if a Participant’s
employment with the Company and its affiliates terminates but such Participant continues to provide services to the Company and
its affiliates in a non-employee capacity, such change in status shall not be deemed a Termination of Employment. A Participant
shall be deemed to incur a Termination of Employment in the event of the disaffiliation of such Participant’s subsidiary,
affiliate, or division unless the Board specifies otherwise. Temporary absences from employment because of illness, vacation or
leave of absence and transfers among the Company and its Subsidiaries and affiliates do not constitute a Termination of Employment.
If an Award is subject to Section 409A of the Code, however, Termination of Employment for purposes of that Award shall mean the
Participant’s Separation from Service.


 


3.
Shares Available Under the Plan.


 


(a)
Maximum Shares Available Under Plan.


 


	 	(i)	Subject
    to adjustment as provided in Section 13 of this Plan, a maximum of 277,101 shares of Common Stock may be delivered
    pursuant to Awards granted under this Plan. 


 




    	 	 	 



     


    

 


	 	(ii)	Shares
    of Common Stock covered by an Award shall not be counted as used unless and until they are actually issued to a Participant
    and, therefore, the total number of shares of Common Stock available under the Plan as of a given date shall not be reduced
    by any Common Stock relating to prior Awards that have expired or have been forfeited or cancelled. If the Award is to be
    settled in cash, the number of shares of Common Stock on which the Award is based shall not count toward the share limits
    set forth in this Section 3. Notwithstanding anything to the contrary contained herein: (A) if shares of Common Stock are
    tendered or otherwise used in payment of the Option Price of an Option or the Base Price of a Stock Appreciation Right, the
    total number of shares of Common Stock covered by the Option or Stock Appreciation Right being exercised shall count against
    the aggregate Plan limit described above and (B) shares of Common Stock withheld by the Company to satisfy the tax withholding
    obligation shall count against the aggregate Plan limit described above.


 


(b)
Limitations on Grants to Individual Participant.


 


	 	(i)	Subject
    to adjustment as provided in Section 13 of this Plan, the maximum number of shares with respect to which Awards may be granted
    hereunder to any Participant or Director during any fiscal year of the Company shall be 150,000 shares (the “Limitation”).
    If an Option is canceled, the canceled Option shall continue to be counted toward the Limitation for the year granted. An
    Option (or a Stock Appreciation Right) that is repriced during any fiscal year is treated as the cancellation of the Option
    (or Stock Appreciation Right) and grant of new Option (or Stock Appreciation Right) for purposes of the Limitation for that
    fiscal year.


 


4.
Options. The Board may, from time to time and upon such terms and conditions as it may determine, grant to Eligible Individuals
options to purchase Common Stock. Each grant of Options will be evidenced by an Evidence of Award which shall contain such terms
and conditions as the Board may approve that are not inconsistent with the following terms and conditions and those of the remainder
of the Plan:


 


(a)
Each Evidence of Award will specify the number of shares of Common Stock to which it pertains subject to the limitations set forth
in Section 3 of this Plan.


 


(b)
Each Evidence of Award will specify an Option Price per share, which may not be less than the Market Value per Share on the Date
of Grant (or 110% of the Market Value Per Share in the case of an Incentive Stock Option issued to the owner of 10% or more of
the voting power of the Company or any of its Subsidiaries).


 


(c)
Each Evidence of Award will specify whether the Option Price will be payable, to the extent permitted by applicable statutes and
regulations, either (a) in cash or by certified or bank check at the time the Option is exercised or (b) in the discretion of
the Committee, in any form of lawful consideration approved by the Committee. As of the Effective Date (and subject to any future
action by the Committee to restrict the forms of consideration that may be used to pay the Option Price) the Committee has approved
the following:: (i) by delivery to the Company of other Common Stock, duly endorsed for transfer to the Company, with a Market
Value per Share on the date of delivery equal to the Option Price (or portion thereof) due for the number of Shares being acquired,
or by means of attestation whereby the Participant identifies for delivery specific shares of Common Stock that have an aggregate
Market Value per Share on the date of attestation equal to the Option Price (or portion thereof) and receives a number of shares
of Common Stock equal to the difference between the number of shares thereby purchased and the number of identified attestation
shares of Common Stock; (ii) a “cashless” exercise program established with a broker; (iii) reduction in the number
of shares of Common Stock otherwise deliverable upon exercise of such Option with a Market Value per Share equal to the aggregate
Option Price at the time of exercise; (iv) any combination of the foregoing methods; or (v) any other form of legal consideration
that may be acceptable to the Committee including but not limited to “net” or “immaculate” exercise. Unless
otherwise specifically provided in the Evidence of Award, the exercise price of Common Stock acquired pursuant to an Option that
is paid by delivery (or attestation) to the Company of other Common Stock acquired, directly or indirectly from the Company, shall
be paid only by shares of Common Stock of the Company that have been held for more than six months (or such longer or shorter
period of time required to avoid a charge to earnings for financial accounting purposes). Notwithstanding the foregoing, during
any period for which the Common Stock is publicly traded (i.e., the Common Stock is listed on any established stock exchange or
a national market system) an exercise by a Director or officer that involves or may involve a direct or indirect extension of
credit or arrangement of an extension of credit by the Company, directly or indirectly, in violation of Section 402(a) of the
Sarbanes-Oxley Act of 2002 shall be prohibited with respect to any Award under this Plan.


 




    	 	 	 



     


    

 


(d)
Successive grants may be made to the same Participant whether or not any Options previously granted to such Participant remain
unexercised.


 


(e)
Each Evidence of Award will specify the period or periods of continuous service by the Optionee with the Company or any Subsidiary,
if any, that is necessary before the Options or installments thereof will become exercisable. The Evidence of Award may provide
for the earlier exercisability of such Options in the event of the retirement, death or disability of a Participant, or a Change
of Control.


 


(f)
Any Evidence of Award Option may specify Management Objectives that must be achieved as a condition to the Options becoming exercisable.


  


(g)
Options granted under this Plan may be (i) options, including, without limitation, Incentive Stock Options that are intended to
qualify under particular provisions of the Code, (ii) options that are not intended so to qualify, or (iii) combinations of the
foregoing. Incentive Stock Options shall be designated as such in the Evidence of Award and may only be granted to Participants
who meet the definition of “employees” under Section 3401(c) of the Code.


 


(h)
No grant of Options may be accompanied by a tandem award of dividend equivalents or provide for dividends, dividend equivalents
or other distributions to be paid on such Options.


 


(i)
The exercise of an Option will result in the cancellation on a share for-share basis of any Tandem Appreciation Right authorized
under Section 5 of this Plan.


 


(j)
Each Evidence of Award shall specify the period during which the Option may be exercisable; provided, however that no Option will
be exercisable more than 10 years from the Date of Grant (5 years for any Incentive Stock Option issued to any owner of 10% or
more of the outstanding voting securities of the Company or any of its Subsidiaries). Each Evidence of Award may provide for accelerated
expiration of the Option upon the Participant’s Termination of Employment.


 


5.
Stock Appreciation Rights.


 


(a)
The Board may, from time to time and upon such terms and conditions as it may determine, authorize the granting (i) to any Optionee,
of Tandem Appreciation Rights in respect of Options granted hereunder, or (ii) to any Eligible Individual, of Free-Standing Appreciation
Rights. A Tandem Appreciation Right will be a right of the Optionee, exercisable by surrender of the related Option, to receive
from the Company an amount determined by the Board, which will be expressed as a percentage of the Spread (not exceeding 100 percent)
of the Tandem Appreciation Right at the time of exercise. Tandem Appreciation Rights may be granted at any time prior to the exercise
or termination of the related Options; provided, however, that a Tandem Appreciation Right awarded in relation to an Incentive
Stock Option must be granted concurrently with such Incentive Stock Option. A Free-Standing Appreciation Right will be a right
of the Participant to receive from the Company an amount determined by the Board, which will be expressed as a percentage of the
Spread (not exceeding 100 percent) of the Free Standing Appreciation Right at the time of exercise.


 


(b)
Each grant of Stock Appreciation Rights will be evidenced by an Evidence of Award which shall identify the Stock Appreciation
Right as a Free-Standing Appreciation Right or a Tandem Appreciation Right (and in the case of Tandem Appreciation Rights shall
identify the related Option) and shall contain such terms and conditions as the Board may approve that are not inconsistent with
the following terms and conditions of this section and section 5(c) and 5(d) below (as applicable), and those of the remainder
of the Plan:


 


	 	(i)	Each
    Evidence of Award shall specify the amount payable upon exercise of the Stock Appreciation Right and may provide that such
    may be paid by the Company in cash, in Common Stock or in any combination thereof and may retain in the Board the right to
    elect among those alternatives.


 




    	 	 	 



     


    

 


	 	(ii)	Any
    Evidence of Award may specify that the amount payable on exercise of a Stock Appreciation Right may not exceed a maximum specified
    by the Board at the Date of Grant.
	 	 	 
	 	(iii)	No
    grant of Stock Appreciation Rights may be accompanied by a tandem award of dividend equivalents or provide for dividends,
    dividend equivalents or other distributions to be paid on such Stock Appreciation Rights.


  


(c)
Each Evidence of Award of Tandem Appreciation Rights shall specify the Base Price of such Tandem Appreciation Rights (which shall
generally equal the Option Price of the Related Option) and will provide that such Tandem Appreciation Rights may be exercised
only at a time and during the period when the related Option is also exercisable and at a time when the Spread is positive, and
by surrender of the related Option for cancellation. Successive grants of Tandem Appreciation Rights may be made to the same Participant
regardless of whether any Tandem Appreciation Rights previously granted to the Participant remain unexercised.


 


(d)
Regarding Free-Standing Appreciation Rights only:


 


	 	(i)	Each
    Evidence of Award will specify in respect of each Free-Standing Appreciation Right a Base Price, which will be equal to or
    greater than the Market Value per Share on the Date of Grant;
	 	 	 
	 	(ii)	Each
    Evidence of Award will specify the period or periods of continuous service by the Participant with the Company or any Subsidiary,
    if any, that is necessary before the Free-Standing Appreciation Right or installments thereof will become exercisable. The
    Evidence of Award may provide for the earlier exercisability of such Free-Standing Appreciation Rights in the event of the
    retirement, death or disability of a Participant, or a Change of Control;
	 	 	 
	 	(iii)	Any
    Evidence of Award of Free-Standing Appreciation Rights may specify Management Objectives that must be achieved as a condition
    of the Free-Standing Appreciation Rights becoming exercisable;
	 	 	 
	 	(iv)	Each
    Evidence of Award shall specify the period during which the Free-Standing Appreciation Right may be exercisable; provided,
    however that no Free-Standing Appreciation Right will be exercisable more than 10 years from the Date of Grant. Each Evidence
    of Award may provide for accelerated expiration of the Free-Standing Appreciation Right upon the Participant’s Termination
    of Employment; and
	 	 	 
	 	(v)	Successive
    grants of Free-Standing Appreciation Rights may be made to the same Participant regardless of whether any Free-Standing Appreciation
    Rights previously granted to the Participant remain unexercised.


 


6.
Restricted Stock. The Board may, from time to time and upon such terms and conditions as it may determine, grant or sell
Restricted Stock to Participants. Each grant or sale of Restricted Stock will be evidenced by an Evidence of Award which shall
contain such terms and conditions as the Board may approve that are not inconsistent with the following terms and conditions and
those of the remainder of the Plan:


 


(a)
Each such grant or sale will constitute an immediate transfer of the ownership of Common Stock to the Participant in consideration
of the performance of services, entitling such Participant to voting, dividend and other ownership rights, but subject to the
substantial risk of forfeiture and restrictions on transfer hereinafter referred to.


  


(b)
Each such grant or sale may be made without additional consideration or in consideration of a payment by such Participant that
is less than or equal to the Market Value per Share at the Date of Grant.


 


(c)
Each Evidence of Award will provide that the Restricted Stock covered by such grant or sale will be subject to a “substantial
risk of forfeiture” within the meaning of Section 83 of the Code during the Restriction Period, which “substantial
risk of forfeiture” may lapse upon the passage of time and/or upon achievement of Management Objectives referred to in subparagraph
(e) below.


 




    	 	 	 



     


    

 


(d)
Each such grant or sale will provide that during the Restriction Period for which such substantial risk of forfeiture is to continue,
the transferability of the Restricted Stock will be prohibited or restricted in the manner and to the extent prescribed by the
Board in the Evidence of Award (which restrictions may include, without limitation, rights of repurchase or first refusal in the
Company or provisions subjecting the Restricted Stock to a continuing substantial risk of forfeiture in the hands of any transferee).


 


(e)
Any Evidence of Award may specify Management Objectives that, if achieved, will result in termination or early termination of
the restrictions applicable to such Restricted Stock. Each Evidence of Award may specify in respect of such Management Objectives
a minimum acceptable level of achievement and may set forth a formula for determining the number of shares of Restricted Stock
on which restrictions will terminate if performance is at or above the minimum or threshold level or levels, or is at or above
the target level or levels, but falls short of maximum achievement of the specified Management Objectives.


 


(f)
Notwithstanding anything to the contrary contained in this Plan, any Evidence of Award may provide for the earlier termination
of restrictions on such Restricted Stock in the event of the retirement, death or disability of a Participant, or a Change of
Control.


 


(g)
Any such grant or sale of Restricted Stock may require that any or all dividends or other distributions paid thereon during the
Restriction Period be subject to the same restrictions as the underlying award and/or reinvested or deemed reinvested in additional
shares of Restricted Stock. In the event such dividends are not reinvested or deemed reinvested in additional shares of Restricted
Stock, they shall be paid in cash (without interest) on the date on which the Restricted Period lapses.


 


(h)
Unless otherwise directed by the Board, (i) all certificates representing shares of Restricted Stock will be held in custody by
the Company until all restrictions thereon will have lapsed, together with a stock power or powers executed by the Participant
in whose name such certificates are registered, endorsed in blank and covering such Shares, or (ii) all shares of Restricted Stock
will be held at the Company’s transfer agent in book entry form with appropriate restrictions relating to the transfer of
such shares of Restricted Stock.


 


7.
Restricted Stock Units. The Board may, from time to time and upon such terms and conditions as it may determine, grant
Restricted Stock Units to Eligible Individuals. Each grant of Restricted Stock Units will be evidenced by an Evidence of Award
which shall contain such terms and conditions as the Board may approve that are not inconsistent with the following terms and
conditions and those of the remainder of the Plan:


 


(a)
Each such grant will constitute the agreement by the Company to deliver one share of Common Stock per Restricted Stock Unit (or
to deliver the cash equivalent thereof) to the Participant in the future in consideration of the performance of services, but
subject to the fulfillment of such conditions (which may include the achievement of Management Objectives) during the Restriction
Period as the Board may specify in the Evidence of Award. Each Evidence of Award may specify in respect of such Management Objectives
a minimum acceptable level of achievement and may set forth a formula for determining the number of Common Shares subject to the
Restricted Stock Units as to which restrictions will terminate if performance is at or above the minimum or threshold level or
levels, or is at or above the target level or levels, but falls short of maximum achievement of the specified Management Objectives.


  


(b)
Notwithstanding anything to the contrary contained in this Plan, any Evidence of Award may provide for the earlier lapse or modification
of the Restriction Period in the event of the retirement, death or disability of a Participant, or a change of Control.


 


(c)
During the Restriction Period, the Participant will have no right to transfer any rights under his or her award and will have
no rights of ownership in the Restricted Stock Units and will have no right to vote the Common Shares subject to the Restricted
Stock Units, but the Board may in the Evidence of Award authorize the payment of dividend equivalents on either a current, deferred
or contingent basis, either in cash or in additional shares of Common Stock, provided that dividend equivalents shall not be paid
in a manner that would cause any tax to be due under 409A of the Code.


 




    	 	 	 



     


    

 


(d)
Each Evidence of Award Unit will specify the time and manner of payment of the Restricted Stock Units that have been earned. Each
Evidence of Award will specify that the amount payable with respect thereto will be paid by the Company in Common Stock or cash.
If a cash payment is made in lieu of delivering shares of Common Stock, the amount of such payment shall be based on the Market
Value per Share as of the date on which the Restriction Period lapsed with respect to each Restricted Stock Unit.


 


8.
Performance Shares and Performance Units. The Board may, from time to time and upon such terms and conditions as it may
determine, grant Performance Shares and Performance Units that will become payable to a Participant upon achievement of specified
Management Objectives during the Performance Period. Each grant or sale of Performance Shares and Performance Units will be evidenced
by an Evidence of Award which shall contain such terms and conditions as the Board may approve that are not inconsistent with
the following terms and conditions and those of the remainder of the Plan:


 


(a)
Each Evidence of Award will specify the number of Performance Shares or Performance Units to which it pertains, which number may
be subject to adjustment to reflect changes in compensation or other factors.


 


(b)
The Performance Period with respect to each Performance Share or Performance Unit will be such period of time as will be determined
by the Board at the time of grant, and may be subject to earlier lapse or other modification in the event of the retirement, death
or disability of a Participant, or a Change of Control.


 


(c)
Any Evidence of Award will specify Management Objectives which, if achieved, will result in payment or early payment of the award,
and each Evidence of Award may specify in respect of such Management Objectives a minimum acceptable level of achievement and
may set forth a formula for determining the number of Performance Shares or Performance Units that will be earned if performance
is at or above the minimum or threshold level or levels, or is at or above the target level or levels, but falls short of maximum
achievement of the specified Management Objectives. The grant of Performance Shares or Performance Units will specify that, before
the Performance Shares or Performance Units will be earned and paid, the Board must certify that the Management Objectives have
been satisfied.


 


(d)
Each Evidence of Award will specify the payment to be made pursuant to any award of Performance Shares or Performance Units and
the time and manner of such payment. Any Evidence of Award may specify that the amount payable with respect thereto may be paid
by the Company in cash, in Common Stock or in any combination thereof and may retain in the Board the right to elect among those
alternatives.


  


(e)
Any Evidence of Award may specify that the amount payable or the number of shares of Common Stock issued with respect thereto
may not exceed maximums specified by the Board at the Date of Grant.


 


(f)
The Evidence of Award may provide for the payment of dividend equivalents to the holder thereof either in cash or in additional
shares of Common Stock subject in all cases to payment on a contingent basis based on the Participant’s earning of the Performance
Shares with respect to which such dividend equivalents are paid, provided that dividend equivalents shall not be paid in a manner
that would cause any tax to be due under 409A of the Code.


 


9.
Other Awards.


 


(a)
The Board may, subject to limitations under applicable law, grant to any Eligible Individual such other awards that may be denominated
or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, shares of Common Stock or factors
that may influence the value of such shares, including, without limitation, convertible or exchangeable debt securities, other
rights convertible or exchangeable into Common Stock, purchase rights for Common Stock, awards with value and payment contingent
upon performance of the Company or specified Subsidiaries, affiliates or other business units thereof or any other factors designated
by the Board, and awards valued by reference to the book value of shares of Common Stock or the value of securities of, or the
performance of specified Subsidiaries or affiliates or other business units of the Company. The Board shall determine the terms
and conditions of such awards. Shares of Common Stock delivered pursuant to an award in the nature of a purchase right granted
under this Section 9 shall be purchased for such consideration, paid for at such time, by such methods, and in such forms, including,
without limitation, cash, shares of Common Stock, other awards, notes or other property, as the Board shall determine.


 




    	 	 	 



     


    

 


(b)
Cash awards, as an element of or supplement to any other award granted under this Plan, may also be granted pursuant to this Section
9 of this Plan.


 


(c)
The Board may grant Common Stock as a bonus, or may grant other awards in lieu of obligations of the Company or a Subsidiary to
pay cash or deliver other property under this Plan or under other plans or compensatory arrangements, subject to such terms as
shall be determined by the Board in a manner that complies with Section 409A of the Code.


 


(d)
Share-based awards pursuant to this Section 9 are not required to be subject to any minimum vesting period.


 


10.
Transferability.


 


(a)
Except as otherwise determined by the Board, no Option, Stock Appreciation Right or other Award shall be transferable by the Participant
except by will or the laws of descent and distribution, and in no event shall any such Award be transferred for value. Except
as otherwise determined by the Board, Options and Stock Appreciation Rights will be exercisable during the Participant’s
lifetime only by him or her or, in the event of the Participant’s legal incapacity to do so, by his or her guardian or legal
representative acting on behalf of the Participant in a fiduciary capacity under state law and/or court supervision.


 


(b)
Any Evidence of Award may provide that part or all of the shares of Common Stock that are (i) to be issued or transferred by the
Company upon (A) the exercise of Options or Stock Appreciation Rights, (B) upon the termination of the Restriction Period applicable
to Restricted Stock Units or (C) upon payment under any grant of Performance Shares or Performance Units or (ii) no longer subject
to the substantial risk of forfeiture and restrictions on transfer referred to in Section 6 of this Plan, will be subject to further
restrictions on transfer that are consistent with applicable law.


  


11.
Change in Control.


 


(a)
In the event of a Change in Control, but notwithstanding any other provision of the Plan to the contrary, the Board may, in its
discretion, take any of the actions listed in this Section 11.


 


	 	(i)	provide
    that any Options and Stock Appreciation Rights outstanding which are not then exercisable and vested shall become immediately
    vested and fully exercisable;
	 	 	 
	 	(ii)	provide
    that any Restricted Stock, Restricted Stock Unit and other Awards shall become vested in full;
	 	 	 
	 	(iii)	provide
    that Performance Criteria applicable to Performance Shares and Performance Units or Management Objectives applicable to other
    Awards shall be deemed to be satisfied and such Awards shall be considered to be earned and payable in full;
	 	 	 
	 	(iv)	provide
    for the assumption or substitution of equal or greater value of any Award on such terms and conditions as the Board deems
    appropriate and consistent with Section 409A of the Code;
	 	 	 
	 	(v)	make
    such settlements of outstanding Awards as it deems appropriate, including, without limitation, the cancellation of outstanding
    Awards in exchange for payments of cash, property or a combination thereof having an aggregate value equal to the value of
    such Awards, as determined by the Board in its sole discretion; and
	 	 	 
	 	(vi)	provide
    for the cancellation without payment of each Option or Stock Appreciation Right or other Award with an Option Price or Base
    Price (or similar amount) greater than the consideration offered in connection with any such Change in Control.


 




    	 	 	 



     


    

 


	 	(a)	The
    Board’s actions need not be uniform, and may result in disparate treatment among Participants, Awards, and portions
    of the same Award, as the Board determines in its sole and absolute discretion.
	 	 	 
	 	(b)	Notwithstanding
    the foregoing, in the event the Board does not, for any reason, provide for the assumption or substitution with an award of
    equal or greater value of any Award (or portion thereof) pursuant to the Change in Control transaction, such Award (or portion
    thereof) shall become vested in full immediately prior to such Change in Control.
	 	 	 
	 	(c)	To
    the extent the Board provides for the assumption or substitution with an award of equal or greater value of an outstanding
    Award (or portion thereof), then, to the extent not otherwise vested by the Board in accordance with the provisions of this
    Section 11 and notwithstanding any other provision of this Plan to the contrary, during the 12-month period following a Change
    in Control: (i) upon the involuntary termination of an Optionee or Participant’s employment other than termination for
    Cause; (ii) upon the voluntary termination of employment by the Participant following a material and adverse change in the
    Optionee or Participant’s compensation, responsibilities, functions or reporting relationship; or (iii) in the event
    an Optionee or Participant resigns rather than accept a mandatory relocation greater than 50 miles; then, in any such event,
    all outstanding Awards held by such Optionee or Participant shall become vested as of the Date of Termination. Any Option
    or Stock Appreciation Right held by the Optionee or Participant as of the date of the Change in Control that remains outstanding
    as of the date of Termination of Employment may thereafter be exercised, until the earlier of (i) the third anniversary of
    the date of Termination of Employment; or (ii) the expiration of the Term of such Option or Stock Appreciation Right. Restricted
    Stock shall immediately be vested free and transferable. Restricted Stock Units, Performance Shares, Performance Units and
    other Awards shall be vested as of the Termination of Employment and settled as soon as practicable as specified in the Evidence
    of Award; provided, however, that if the Award is subject to Section 409A and the Optionee or Participant is a Specified Employee,
    the Award shall be settled on the first day of the seventh month following the Participant’s Termination of Employment.


  


	 	(d)	For
    purposes of the Plan, a “Change in Control” shall mean any of the following events:


 


	 	(i)	The
    acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a
    “Person”)) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 25%
    or more of the then-outstanding Shares of Common Stock plus any other outstanding shares of stock of the Corporation entitled
    to vote in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that the
    Company and any employee benefit plan (or related trust) sponsored by it shall not be deemed to be a Person; or
	 	 	 
	 	(ii)	A
    change in the composition of the Board such that the individuals who constitute the Board (the “Incumbent Board”)
    cease for any reason to constitute at least a majority of the Board. For this purpose, any individual whose election or nomination
    for election by the Company’s shareholders was approved by a vote of at least two-thirds of the directors then comprising
    the Incumbent Board shall be considered a member of the Incumbent Board; or
	 	 	 
	 	(iii)	The
    consummation of a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving
    the Company or any of its Subsidiaries or a sale or other disposition of substantially all of the assets of the Company or
    a material acquisition of assets or stock of another entity by the Company or any of its Subsidiaries, (each, a “Business
    Combination”) if:


 




    	 	 	 



     


    

 


	 	(A)	the
    individuals and entities that were the beneficial owners of the Outstanding Company Voting Securities immediately prior to
    such Business Combination do not beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of
    stock and the combined voting power of the then-outstanding voting securities of the corporation resulting from such Business
    Combination; or
	 	 	 
	 	(B)	a
    Person beneficially owns, directly or indirectly, 25% or more of the then-outstanding shares of stock of the corporation resulting
    from such Business Combination; or
	 	 	 
	 	(C)	members
    of the Incumbent Board do not comprise at least a majority of the members of the board of directors of the corporation resulting
    from such Business Combination; or


 


	 	(iv)	A
    complete liquidation or dissolution of the Company.


 


	 	(e)	If
    an Award is subject to Section 409A of the Code, any provision regarding the timing or form of payment upon a Change in Control
    shall be set forth in the Award Agreement when the Award is granted. The payment or settlement of any such Award that is subject
    to Section 409A of the Code shall accelerate upon a Change in Control only if the event also constitutes a “change in
    ownership,” “change in effective control,” or “change in the ownership of a substantial portion of
    the Company’s assets” as defined under Section 409A of the Code. Any adjustment to the Award that does not affect
    the Award’s status under Section 409A (including, but not limited to, accelerated vesting or adjustment of the amount
    of the Award) may occur upon a Change-in-Control as defined in the Plan without regard to this paragraph, even if the event
    does not constitute a “change in ownership,” “change in effective control,” or “change in the
    ownership of a substantial portion of the Company’s assets” under Section 409A.


 


12.
Securities Act Compliance.


 


(a)
If the Board deems it necessary to comply with the Securities Act of 1933, as amended, and the regulations and rulings thereunder,
the Board may require a written investment intent representation by the Optionee or Participant and may require a restrictive
legend be affixed to certificates for shares of Common Stock.


 


(b)
If, based upon the opinion of counsel for the Company, the Committee determines that the exercise or nonforfeitability of, or
delivery of benefits pursuant to, any Award would violate any applicable provision of (i) U.S. federal, state or local securities
law or (ii) the listing requirements of any national securities exchange on which are listed any of the Company’s equity
securities, then the Committee may postpone any such exercise, nonforfeitability or delivery, as the case may be, until such provisions
would be satisfied. Nothing herein shall require the Company to take any actions to cause such exercise, nonforfeitability or
delivery to comply with all such provisions.


 


13.
Adjustments. The Board shall make or provide for such adjustments in the numbers of shares of Common Stock covered by outstanding
Awards, the Option Price of Options and the Base Price of Stock Appreciation Rights, Options and in the kind of shares covered
thereby, as the Board, in its sole discretion, exercised in good faith, may determine is equitably required to prevent dilution
or enlargement of the rights of Participants or Optionees that otherwise would result from (a) any stock dividend, stock split,
combination of shares, recapitalization or other change in the capital structure of the Company, (b) any merger, consolidation,
spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance
of rights or warrants to purchase securities, or (c) any other corporate transaction or event having an effect similar to any
of the foregoing. The Board shall also make or provide for such adjustments in the numbers of shares of Common Stock specified
in Section 3 of this Plan as the Board in its sole discretion, exercised in good faith, may determine is appropriate to reflect
any transaction or event described in this Section 13; provided, however, that any such adjustment to the number
specified in Section 3(a)(i) will be made only if and to the extent that such adjustment would not cause any Option intended to
qualify as an Incentive Stock Option to fail to so qualify.


  




    	 	 	 



     


    

 


14.
Administration of the Plan.


 


(a)
This Plan will be administered by the Board, which may from time to time delegate all or any part of its authority under this
Plan to the Compensation Committee (the “Committee”) of the Board (or a subcommittee thereof), as constituted from
time to time. To the extent of any such delegation, references in this Plan to the Board will be deemed to be references to such
Committee or subcommittee. A majority of the Board or Committee (or subcommittee), as applicable, will constitute a quorum, and
the action of the members of the Board or Committee (or subcommittee) present at any meeting at which a quorum is present, or
acts unanimously approved in writing, will be the acts of the Board or Committee (or subcommittee).


 


(b)
The interpretation and construction by the Board of any provision of this Plan or of any agreement, notification or document evidencing
the grant of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units
or other awards pursuant to Section 9 of this Plan and any determination by the Board pursuant to any provision of this Plan or
of any such agreement, notification or document will be final and conclusive. No member of the Board will be liable for any such
action or determination made in good faith.


 


(c)
The Board or, to the extent of any delegation as provided in Section 14(a), the Committee, may delegate to one or more of its
members or to one or more officers of the Company, or to one or more agents or advisors, such administrative duties or powers
as it may deem advisable, and the Board, the committee, or any person to whom duties or powers have been delegated as aforesaid,
may employ one or more persons to render advice with respect to any responsibility the Board, the Committee or such person may
have under the Plan. The Board or the Committee may, by resolution and consistent with applicable law, authorize one or more officers
of the Company to do one or both of the following on the same basis as the Board or the Committee: (i) designate employees to
be recipients of awards under this Plan; (ii) determine the size of any such awards; provided, however, that (A)
the Board or the Committee shall not delegate such responsibilities to any such officer for awards granted to an employee who
is an officer, Director, or more than 10% beneficial owner of any class of the Company’s equity securities that is registered
pursuant to Section 12 of the Exchange Act, as determined by the Board in accordance with Section 16 of the Exchange Act; (B)
the resolution providing for such authorization sets forth the total number of shares of Common Stock such officer(s) may grant;
and (C) the officer(s) shall report periodically to the Board or the Committee, as the case may be, regarding the nature and scope
of the awards granted pursuant to the authority delegated.


 


15.
Clawback. Any benefits the Optionee or Participant may receive under this Plan shall be subject to repayment or forfeiture
as may be required to comply with (i) any applicable listing standards of a national securities exchange adopted in accordance
with Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (regarding recovery of erroneously awarded compensation)
and any implementing rules and regulations of the U.S. Securities and Exchange Commission adopted thereunder, (ii) similar rules
under the laws of any other jurisdiction and (iii) any policies adopted by the Company to implement such requirements, all to
the extent determined by the Company in its discretion to be applicable to the Optionee or Participant.


 


16.
Recapture Provisions. Any Evidence of Award may provide for the cancellation or forfeiture of an award or the forfeiture
and repayment to the Company of any gain related to an award, or other provisions intended to have a similar effect, upon such
terms and conditions as may be determined from time to time by the Board.


  


17.
Non U.S. Participants. In order to facilitate the making of any grant or combination of grants under this Plan, the Board
may provide for such special terms for awards to Participants who are foreign nationals or who are employed by the Company or
any Subsidiary outside of the United States of America or who provide services to the Company under an agreement with a foreign
nation or agency, as the Board may consider necessary or appropriate to accommodate differences in local law, tax policy or custom.
Moreover, the Board may approve such supplements to or amendments, restatements or alternative versions of this Plan (including
without limitation, sub-plans) as it may consider necessary or appropriate for such purposes, without thereby affecting the terms
of this Plan as in effect for any other purpose, and the Secretary or other appropriate officer of the Company may certify any
such document as having been approved and adopted in the same manner as this Plan. No such special terms, supplements, amendments
or restatements, however, will include any provisions that are inconsistent with the terms of this Plan as then in effect unless
this Plan could have been amended to eliminate such inconsistency without further approval by the stockholders of the Company.


 




    	 	 	 



     


    

 


18.
Withholding Taxes. To the extent that the Company is required to withhold federal, state, local or foreign taxes in connection
with any payment made or benefit realized by a Participant or other person under this Plan, and the amounts available to the Company
for such withholding are insufficient, it will be a condition to the receipt of such payment or the realization of such benefit
that the Participant or such other person make arrangements satisfactory to the Company for payment of the balance of such taxes
required to be withheld, which arrangements (in the discretion of the Board) may include relinquishment of a portion of such benefit.
If a Participant fails to make arrangements for the payment of tax, the Company may withhold such tax from any other form of remuneration
payable to the Participant, including, if it determines in its sole and absolute discretion, from shares of Common Stock payable
pursuant to the Award having a value equal to the amount required to be withheld. When a Participant is required to pay the Company
an amount required to be withheld under applicable income and employment tax laws, the Participant may elect to satisfy the obligation,
in whole or in part, by electing to have withheld, from the shares required to be delivered to the Participant, shares of Common
Stock having a value equal to the amount required to be withheld, or by delivering to the Company other shares of Common Stock
held by such Participant. The shares used for tax withholding will be valued at an amount equal to the Market Value per Share
of such Common Stock on the date the benefit is to be included in Participant’s income. In no event shall the Market Value
per Share of the Common Stock to be withheld and delivered pursuant to this Section 18 to satisfy applicable withholding taxes
in connection with the benefit exceed the minimum amount of taxes required to be withheld. Participants shall also make such arrangements
as the Company may require for the payment of any withholding tax obligation that may arise in connection with the disposition
of shares of Common Stock acquired upon the exercise of Options.


 


19.
Amendments, Termination Etc.


 


(a)
The Board may at any time and from time to time amend the Plan in whole or in part; provided, however, that if an amendment to
the Plan (i) would materially increase the benefits accruing to participants under the Plan, (ii) would materially increase the
number of securities which may be issued under the Plan, (iii) would materially modify the requirements for participation in the
Plan or (iv) must otherwise be approved by the stockholders of the Company in order to comply with applicable law or the rules
of the principal national securities exchange upon which the Common Stock is traded or quoted, then, such amendment will be subject
to stockholder approval and will not be effective unless and until such approval has been obtained.


 


(b)
Except in connection with a corporate transaction or event described in Section 13 of this Plan, the terms of outstanding awards
may not be amended to reduce the Option Price of outstanding Options or the Base Price of outstanding Stock Appreciation Rights,
or cancel outstanding Options or Stock Appreciation Rights in exchange for cash, other awards or Options or Stock Appreciation
Rights with an Option Price or Base Price, as applicable, that is less than the Option Price of the original Options or Base Price
of the original Stock Appreciation Rights, as applicable, without stockholder approval.


  


(c)
If permitted by Section 409A of the Code, but subject to Section 20d) hereof, in case of termination of employment by reason of
death, disability or normal or early retirement, or in the case of unforeseeable emergency or other special circumstances, of
a Participant who holds an Option or Stock Appreciation Right not immediately exercisable in full, or any shares of Restricted
Stock as to which the substantial risk of forfeiture or the prohibition or restriction on transfer has not lapsed, or any Restricted
Stock Units as to which the Restriction Period has not been completed, or any Performance Shares or Performance Units which have
not been fully earned, or any other awards made pursuant to Section 9 subject to any vesting schedule or transfer restriction,
or who holds Common Stock subject to any transfer restriction imposed pursuant to Section 10(b) of this Plan, or in the case of
a change of control, the Board may, in its sole discretion, accelerate the time at which such Option, Stock Appreciation Right
or other award may be exercised or the time at which such substantial risk of forfeiture or prohibition or restriction on transfer
will lapse or the time when such Restriction Period will end or the time at which such Performance Shares or Performance Units
will be deemed to have been fully earned or the time when such transfer restriction will terminate or may waive any other limitation
or requirement under any such award.


 




    	 	 	 



     


    

 


(d)
Subject to Section 20(b) hereof, the Board may amend the terms of any award theretofore granted under this Plan prospectively
or retroactively. Subject to Section 13 above, no such amendment shall impair any material right of any Participant without his
or her consent. The Board may, in its discretion, terminate this Plan at any time. Termination of this Plan will not affect the
rights of Participants or their successors under any awards outstanding hereunder and not exercised in full on the date of termination.


 


20.
Compliance with Section 409A of the Code.


 


(a)
To the extent applicable, it is intended that this Plan and any grants made hereunder comply with the provisions of Section 409A
of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Participants. This
Plan and any grants made hereunder shall be administered in a manner consistent with this intent. Any reference in this Plan to
Section 409A of the Code will also include any regulations or any other formal guidance promulgated with respect to such Section
by the U.S. Department of the Treasury or the Internal Revenue Service.


 


(b)
Neither a Participant nor any of a Participant’s creditors or beneficiaries shall have the right to subject any deferred
compensation (within the meaning of Section 409A of the Code) payable under this Plan and grants hereunder to any anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A
of the Code, any deferred compensation (within the meaning of Section 409A of the Code) payable to a Participant or for a Participant’s
benefit under this Plan and grants hereunder may not be reduced by, or offset against, any amount owing by a Participant to the
Company or any of its affiliates.


 


(c)
If, at the time of a Participant’s separation from service (within the meaning of Section 409A of the Code), (i) the Participant
shall be a specified employee (within the meaning of Section 409A of the Code and using the identification methodology selected
by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder
constitutes deferred compensation (within the meaning of Section 409A of the Code) the payment of which is required to be delayed
pursuant to the six-month delay rule set forth in Section 409A of the Code in order to avoid taxes or penalties under Section
409A of the Code, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it,
without interest, on the earlier of the tenth business day following (i) the seventh month after such Separation of Service, (ii)
the Participant’s death, (iii) or such earlier date or event on which such amount may be paid without violating the provisions
of Code Section 409A.


  


(d)
Notwithstanding any provision of this Plan and grants hereunder to the contrary, in light of the uncertainty with respect to the
proper application of Section 409A of the Code, the Company reserves the right to make amendments to this Plan and grants hereunder
as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A of the Code. In any
case, a Participant shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed
on a Participant or for a Participant’s account in connection with this Plan and grants hereunder (including any taxes and
penalties under Section 409A of the Code), and neither the Company nor any of its affiliates shall have any obligation to indemnify
or otherwise hold a Participant harmless from any or all of such taxes or penalties.


 


21.
Code Section 162(m) Provisions.


 


(a)
Covered Employees.


 


	 	(i)	Notwithstanding
    any other provision of the Plan, if the Committee determines that any Award is being granted to a Participant who is, or is
    likely to be, as of the end of the tax year in which the Company would claim a tax deduction in connection with such Award,
    a “covered employee” (within the meaning of 162(m) (3) of the Code), then the Committee may provide that this
    Section 21 is applicable to such Award.


 




    	 	 	 



     


    

 


(b)
Performance Goals.


 


	 	(i)	If
    an Award is subject to this Section 18, then the lapsing of restrictions thereon and the distribution of Shares or other property
    pursuant thereto, as applicable, shall be subject to the achievement of one or more specified levels of Performance Criteria.
    Such Performance Criteria may be based solely by reference to the Company’s performance or the performance of a division
    or business unit of the Company, or based upon the relative performance of other companies or upon comparisons of any of the
    indicators of performance relative to other companies. The Committee may also exclude the impact of an event or occurrence
    which the Committee determines should appropriately be excluded, including (a) restructurings, discontinued operations, extraordinary
    items, and other unusual or non-recurring charges, (b) an event either not directly related to the operations of the Company
    or not within the reasonable control of the Company’s management, or (c) a change in accounting standards required by
    generally accepted accounting principles; provided that the Committee may not make any adjustment to the extent it would adversely
    affect the qualification of any compensation payable under such Performance Criteria as “performance-based compensation”
    under Section 162(m). Such Performance Criteria shall be set by the 


 


Committee
within the time period prescribed by, and shall otherwise comply with the requirements of, Section 162(m) of the Code, or any
successor provision thereto, and the regulations thereunder. Before any payments are made with respect to any Awards subject to
this Section 21, the Committee shall certify in writing whether and to what extent the Performance Criteria relating to such payment
have been met.


 


(c)
Other Restrictions.


 


	 	(i)	The
    Committee shall have the power to impose such other restrictions on Awards subject to this Section 21 as it may deem necessary
    or appropriate to ensure that such Awards satisfy all requirements for “performance-based compensation” within
    the meaning of Section 162(m)(4)(C) of the Code, or any successor provision thereto.


  


22.
Code Section 280G Reduction in Awards.


 


(a)
Notwithstanding anything to the contrary contained in this Plan, in the event the Company determines, in its sole discretion,
that any payment or distribution by the Company to or for the benefit of any Participant (whether paid or payable or distributed
or distributable pursuant to the terms of this Plan or otherwise) (collectively, “Payments”) would be subject to the
excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Participant with respect to such
excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise
Tax”), then there shall be made a calculation under which such Payments provided to the Participant are reduced to the extent
necessary so that no portion thereof shall be subject to the Excise Tax (the “4999 Limit”). A comparison shall
then be made between (A) Participant’s Net After-Tax Benefit (as defined below) assuming application of the 4999 Limit;
and (B) Participant’s Net After-Tax Benefit without application of the 4999 Limit. If (B) exceeds (A), then no limit on
the Payments received by Participant under this Agreement shall be imposed by this Section 22. Otherwise, the amount payable to
Executive pursuant to this Agreement shall be reduced so that no such Payment is subject to the Excise Tax. “Net After-Tax
Benefit” shall mean the sum of (x) all payments that Participant receives or is entitled to receive that are in the
nature of compensation and contingent on a change in the ownership or effective control of the Company or in the ownership of
a substantial portion of the assets of the Company within the meaning of Code Section 280G(b)(2) (either, a “Section
280G Transaction”), less (y) the amount of federal, state, local and employment taxes and Excise Tax (if any) imposed
with respect to such payments.


 


(b)
In the event that a reduction in Payments is required pursuant to the immediately preceding paragraph, then, except as
provided below with respect to Payments that consist of health and welfare benefits, the reduction in Payments shall be
implemented by determining the “Parachute Payment Ratio” (as defined below) for each Payment and then reducing
the Payments in order beginning with the Payment with the highest Parachute Payment Ratio. For Payments with the same
Parachute Payment Ratio, such Payments shall be reduced based on the time of payment of such Payments, with amounts being
paid furthest in the future being reduced first. For Payments with the same Parachute Payment Ratio and the same time of
payment, such Payments shall be reduced on a pro-rata basis (but not below zero) prior to reducing Payments next in order for
reduction. For purposes of this Section, “Parachute Payment Ratio” shall mean a fraction, the numerator of which
is the value of the applicable Payment as determined for purposes of Code Section 280G, and the denominator of which is the
financial present value of such Parachute Payment, determined at the date such payment is treated as made for purposes of
Code Section 280G (the “Valuation Date”). In determining the denominator for purposes of the preceding sentence
(1) present values shall be determined using the same discount rate that applies for purposes of discounting payments under
Code Section 280G; (2) the financial value of payments shall be determined generally under Q&A 12, 13 and 14 of Treasury
Regulation 1.280G-1; and (3) other reasonable valuation assumptions as determined by Company shall be used. Notwithstanding
the foregoing, Payments that consist of health and welfare benefits shall be reduced after all other Payments, with health
and welfare Payments being made furthest in the future being reduced first.


 




    	 	 	 



     


    

 


Notwithstanding
the foregoing, if a Participant is a party to an employment or other agreement with the Company or participates in a severance
program sponsored by the Company or one of its affiliates that contains express provisions regarding Section 280G or Section 4999
of the Code (or any similar successor provision), the Section 280G or Section 4999 provisions of such employment or other agreement
or plan, as applicable, shall control as to any Payments due that Participant.


 


23.
Governing Law. The Plan and all grants and awards and actions taken thereunder shall be governed by and construed in accordance
with the internal substantive laws of the State of Wyoming.


  


24.
Effective Date/Expiration. This Plan will be effective as of the Effective Date, which is the date on which the Plan is adopted
by the Board. The Plan shall be submitted to the Company’s stockholders for approval. Unless the Plan is approved by the
Company’s stockholders within twelve (12) months before or after the Effective Date, the Plan and all Awards made under
it shall be void and of no force and effect. No grant will be made under this Plan more than ten (10) years from the date the
Plan is adopted, or the date the Plan is approved by the Company’s shareholders, whichever is earlier but all grants made
on or prior to such date will continue in effect thereafter subject to the terms thereof and of this Plan. The provisions of this
Section 24 shall be applied to the Plan, as amended and restated, as if the Plan were originally established on the date that
the Amended and Restated 2012 Equity and Performance Incentive Plan is adopted, and accordingly, the Plan will not expire until
ten (10) years following the date the Amended and Restated 2012 Equity and Performance Incentive Plan is adopted.


 


25.
Miscellaneous.


 


(a)
The Company will not be required to issue any fractional shares of Common Stock pursuant to this Plan. The Board may provide for
the elimination of fractions or for the settlement of fractions in cash.


 


(b)
This Plan will not confer upon any Participant any right with respect to continuance of employment or other service with the Company
or any Subsidiary, nor will it interfere in any way with any right the Company or any Subsidiary would otherwise have to terminate
such Participant’s employment or other service at any time.


 


(c)
To the extent that any provision of this Plan would prevent any Option that was intended to qualify as an Incentive Stock Option
from qualifying as such, that provision will be null and void with respect to such Option. Such provision, however, will remain
in effect for other Options and there will be no further effect on any provision of this Plan.


 


(d)
No award under this Plan may be exercised by the holder thereof if such exercise, and the receipt of cash or stock thereunder,
would be, in the opinion of counsel selected by the Board, contrary to law or the regulations of any duly constituted authority
having jurisdiction over this Plan.


 


(e)
Absence or leave approved by a duly constituted officer of the Company or any of its Subsidiaries shall not be considered interruption
or termination of service of any employee for any purposes of this Plan or awards granted hereunder.


 


(f)
No Participant shall have any rights as a stockholder with respect to any shares subject to awards granted to him or her under
this Plan prior to the date as of which he or she is actually recorded as the holder of such shares upon the stock records of
the Company.


 


(g)
The Board may, to the extent compliant with applicable law, condition the grant of any award or combination of awards authorized
under this Plan on the surrender or deferral by the Participant of his or her right to receive a cash bonus or other compensation
otherwise payable by the Company or a Subsidiary to the Participant.


 


(h)
If any provision of the Plan is or becomes invalid, illegal or unenforceable in any jurisdiction, or would disqualify the Plan
or any award under any law deemed applicable by the Board, such provision shall be construed or deemed amended or limited in scope
to conform to applicable laws or, in the discretion of the Board, it shall be stricken and the remainder of the Plan shall remain
in full force and effect.