Exhibit 10.1


 


REDWOOD TRUST, INC.


AMENDED AND RESTATED


2014 INCENTIVE AWARD PLAN


 


 


ARTICLE 1.


 


PURPOSE


 


The purpose of the
Amended and Restated Redwood Trust, Inc. 2014 Incentive Award Plan, as amended April 9, 2020 (as it may be amended or restated
from time to time, the “Plan”), is to promote the success and enhance the value of Redwood Trust, Inc. (the
“Company”) by linking the individual interests of the members of the Board, Employees, and Consultants to those
of Company stockholders and by providing such individuals with an incentive for outstanding performance to generate superior returns
to Company stockholders. The Plan is further intended to provide flexibility to the Company in its ability to motivate, attract,
and retain the services of members of the Board, Employees, and Consultants upon whose judgment, interest, and special effort the
successful conduct of the Company’s operation is largely dependent. The Plan amends and restates in its entirety the Redwood
Trust, Inc. 2014 Incentive Award Plan (the “Original Plan”).


 


ARTICLE 2.


 


DEFINITIONS AND CONSTRUCTION


 


Wherever the following
terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular
pronoun shall include the plural where the context so indicates.


 


2.1 “Administrator”
shall mean the entity that conducts the general administration of the Plan as provided in Article 13. With reference to the duties
of the Committee under the Plan which have been delegated to one or more persons pursuant to Section 13.6, or as to which the Board
has assumed, the term “Administrator” shall refer to such person(s) unless the Committee or the Board has revoked such
delegation or the Board has terminated the assumption of such duties.


 


2.2 “Affiliate”
shall mean (a) any Subsidiary; and (b) any domestic eligible entity that is disregarded, under Treasury Regulation Section 301.7701-3,
as an entity separate from either (i) the Company or (ii) any Subsidiary.


 


2.3 “Applicable
Accounting Standards” shall mean Generally Accepted Accounting Principles in the United States, International Financial
Reporting Standards or such other accounting principles or standards as may apply to the Company’s financial statements under
United States federal securities laws from time to time.


 


2.4 “Applicable
Law” shall mean any applicable law, including without limitation: (i) provisions of the Code, the Securities Act, the
Exchange Act and any rules or regulations thereunder; (ii) corporate, securities, tax or other laws, statutes, rules, requirements
or regulations, whether federal, state, local or foreign; and (iii) rules of any securities exchange or automated quotation system
on which the Shares are listed, quoted or traded.


 


2.5 “Award”
shall mean an Option, a Restricted Stock award, a Restricted Stock Unit award, a Performance Award, a Dividend Equivalents award,
a Deferred Stock Unit award, a Stock Payment award or a Stock Appreciation Right, which may be awarded or granted under the Plan
(collectively, “Awards”).


 






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2.6 “Award
Agreement” shall mean any written notice, agreement, terms and conditions, contract or other instrument or document evidencing
an Award, including through electronic medium, which shall contain such terms and conditions with respect to an Award as the Administrator
shall determine consistent with the Plan.


 


2.7 “Award
Limit” shall mean with respect to Awards that shall be payable in Shares or in cash, as the case may be, the respective
limit set forth in the first sentence of Section 3.3.


2.8 “Board”
shall mean the Board of Directors of the Company.


 


2.9 “Change
in Control” shall mean and includes each of the following:


 


(a) any one person, or
more than one person acting as a group (within the meaning of Section 409A of the Code), acquires ownership of stock of the Company
that, together with other stock held by such person or group constitutes more than fifty percent (50%) of the total fair market
value or total voting power of all stock of the Company;


 


(b) any one person, or
more than one person acting as a group (within the meaning of Section 409A of the Code), acquires (or has acquired during the twelve
(12)-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company
possessing thirty percent (30%) or more of the total voting power of the stock of the Company;


 


(c) during any twelve
(12)-month period, a majority of the members of the Company’s Board is replaced by directors whose appointment or election
is not endorsed by a majority of the members of the Board prior to such appointment or election; or


 


(d) any one person, or
more than one person acting as a group (within the meaning of Section 409A of the Code), acquires (or has acquired during the twelve
(12)-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have
a total gross fair market value equal to or more than forty percent (40%) of the total gross fair market value of all of the assets
of the Company immediately before such acquisition or acquisition; provided, that that no “Change in Control”
shall be deemed to occur when the assets are transferred to (x) a shareholder of the Company in exchange for or with respect to
its stock, (y) a person, or more than one person acting as a group (within the meaning of Section 409A of the Code), that owns,
directly or indirectly, fifty percent (50%) or more of the total value or voting power of all of the outstanding stock of the Company,
or (z) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by
a person that owns directly or indirectly fifty percent (50%) or more of the total value or voting power of all of the outstanding
stock of the Company, in each case with such persons status determined immediately after the transfer of assets.


 


Notwithstanding the foregoing, if a Change
in Control constitutes a payment event with respect to any portion of an Award that provides for the deferral of compensation and
is subject to Section 409A of the Code, the transaction or event described in subsection (a), (b), (c) or (d) with respect to such
Award (or portion thereof) must also constitute a “change in control event,” as defined in Treasury Regulation Section
1.409A-3(i)(5) to the extent required by Section 409A.


 


The Committee shall have full and final
authority, which shall be exercised in its sole discretion, to determine conclusively whether a Change in Control of the Company
has occurred pursuant to the above definition, and the date of the occurrence of such Change in Control and any incidental matters
relating thereto; provided that any exercise of authority in conjunction with a determination of whether a Change in Control
is a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5) shall be consistent with such
regulation.


 






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2.10 “Code”
shall mean the Internal Revenue Code of 1986, as amended from time to time, together with the regulations and official guidance
promulgated thereunder.


 


2.11 “Committee”
shall mean the Compensation Committee of the Board, or another committee or subcommittee of the Board or the Compensation Committee,
appointed as provided in Section 13.1.


 


2.12 “Common
Stock” shall mean the common stock of the Company, par value $0.01 per share.


 


2.13 “Company”
shall have the meaning set forth in Article 1.


 


2.14 “Consultant”
shall mean any consultant or adviser engaged to provide services to the Company or any Affiliate that qualifies as a consultant
under the applicable rules of the Securities and Exchange Commission for registration of shares on a Form S-8 Registration Statement.


 


2.15 “Covered
Employee” shall mean any Employee who is, or could be, a “covered employee” within the meaning of Section
162(m) of the Code.


 


2.16 “Data”
shall have the meaning set forth in Section 12.7.


 


2.17 “Deferred
Stock Unit” shall mean a right to receive Shares awarded under Section 10.4.


 


2.18 “Director”
shall mean a member of the Board, as constituted from time to time.


 


2.19 “Director
Limit” shall have the meaning set forth in Section 3.3.


 


2.20 “Dividend
Equivalent” shall mean a right to receive the equivalent value (in cash or Shares) of dividends paid on Shares, awarded
under Section 10.2.


 


2.21 “DRO”
shall mean a domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act of 1974,
as amended from time to time, or the rules thereunder.


 


2.22 “Effective
Date” shall mean May 22, 2018; provided, however, that solely for purposes of the second to last sentence of Section
14.1 hereof, the Effective Date shall be March 20, 2018.


 


2.23 “Eligible
Individual” shall mean any person who is an Employee, a Consultant or a Non-Employee Director, as determined by the Committee.


 


2.24 “Employee”
shall mean any officer or other employee (as determined in accordance with Section 3401(c) of the Code and the Treasury Regulations
thereunder) of the Company or of any Affiliate.


 


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


 






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2.26 “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.


 


2.27 “Expiration
Date” shall have the meaning given to such term in Section 14.1.


 


2.28 “Fair
Market Value” shall mean, as of any given date, the value of a Share determined as follows:


 


(a) If the Common Stock
is listed on any (i) established securities exchange (such as the New York Stock Exchange, the NASDAQ Global Market and the NASDAQ
Global Select Market), (ii) national market system or (iii) automated quotation system on which the Shares are listed, quoted or
traded, its Fair Market Value shall be the closing sales price for a Share as quoted on such exchange or system for such date or,
if there is no closing sales price for a Share on the date in question, the closing sales price for a Share on the last preceding
date for which such quotation exists, as reported in The Wall Street Journal or such other source as the Administrator deems
reliable;


 


(b) If the Common Stock
is not listed on an established securities exchange, national market system or automated quotation system, but the Common Stock
is regularly quoted by a recognized securities dealer, its Fair Market Value shall be the mean of the high bid and low asked prices
for such date or, if there are no high bid and low asked prices for a Share on such date, the high bid and low asked prices for
a Share on the last preceding date for which such information exists, as reported in The Wall Street Journal or such other
source as the Administrator deems reliable; or


 


(c) If the Common Stock
is neither listed on an established securities exchange, national market system or automated quotation system nor regularly quoted
by a recognized securities dealer, its Fair Market Value shall be established by the Administrator in good faith.


 


2.29 “Greater
Than 10% Stockholder” shall mean an individual then owning (within the meaning of Section 424(d) of the Code) more than
10% of the total combined voting power of all classes of stock of the Company or any subsidiary corporation (as defined in Section
424(f) of the Code) or parent corporation thereof (as defined in Section 424(e) of the Code).


 


2.30 “Holder”
shall mean a person who has been granted an Award.


 


2.31 “Incentive
Stock Option” shall mean an Option that is intended to qualify as an incentive stock option and conforms to the applicable
provisions of Section 422 of the Code.


 


2.32 “Non-Employee
Director” shall mean a Director of the Company who is not an Employee.


 


2.33 “Non-Employee
Director Equity Compensation Policy” shall have the meaning set forth in Section 4.6.


 


2.34 “Non-Qualified
Stock Option” shall mean an Option that is not an Incentive Stock Option or which is designated as an Incentive Stock
Option but does not meet the applicable requirements of Section 422 of the Code.


 


2.35 “Option”
shall mean a right to purchase Shares at a specified exercise price, granted under Article 6. An Option shall be either a Non-Qualified
Stock Option or an Incentive Stock Option; provided, however, that Options granted to Non-Employee Directors and
Consultants shall only be Non-Qualified Stock Options.


 


2.36 “Option
Term” shall have the meaning set forth in Section 6.4.


 






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2.37 “Original
Plan” shall have the meaning set forth in Article 1.


 


2.38 “Parent”
shall mean any entity (other than the Company), whether domestic or foreign, in an unbroken chain of entities ending with the Company
if each of the entities other than the Company beneficially owns, at the time of the determination, securities or interests representing
at least fifty percent (50%) of the total combined voting power of all classes of securities or interests in one of the other entities
in such chain.


 


2.39 “Performance
Award” shall mean a cash bonus award, stock bonus award, performance award or incentive award that is paid in cash, Shares
or a combination of both, awarded under Section 10.1.


 


2.40 “Performance-Based
Compensation” shall mean any compensation that is intended to qualify as “performance-based compensation”
as described in Section 162(m)(4)(C) of the Code.


 


2.41 “Performance
Criteria” shall mean the criteria (and adjustments) that the Committee selects for an Award for purposes of establishing
the Performance Goal or Performance Goals for a Performance Period, determined as follows:


 


(a) The Performance Criteria
that may be used to establish Performance Goals are as follows: (i) net earnings or net income (in either case before or after
one or more of the following: (A) interest, (B) taxes, (C) depreciation and (D) amortization); (ii) adjusted net income or adjusted
net earnings; (iii) interest income or net interest income; (iv) revenue, earnings, or income from mortgage banking activities;
(v) taxable earnings or taxable income; (vi) REIT taxable earnings or REIT taxable income; (vii) gross or net sales or revenue
(including, without limitation, revenue from gains); (viii) operating earnings, income or profit; (ix) gross or net profit or operating
margin; (x) cash flow (including, but not limited to, operating cash flow and free cash flow); (xi) return on assets (including
adjusted return on assets); (xii) return on capital (including adjusted return on capital); (xiii) return on investment (including
adjusted return on investment); (xiv) return on equity or stockholders’ equity (including adjusted return on equity or stockholders’
equity); (xv) return on sales or revenue (including adjusted return on sales or revenue); (xvi) total stockholder return; (xvii)
productivity or efficiency; (xviii) expenses, including, without limitation, expenses associated with a particular administrative
department, business function or activity or expenses per loan or designated unit; (xix) working capital; (xx) any measure of revenue,
sales, income, earnings, or profit described in clauses (i) through (ix) measured on a per share basis (basic or diluted) or per
employee basis; (xxi) price per share; (xxii) implementation or completion of designated projects or initiatives or milestones
relating to any such projects or initiatives; (xxiii) market share; (xxiv) dividends paid or payable; and (xxv) economic value
(including economic profit), any of which may be measured either in absolute terms or as compared to any incremental increase or
decrease or as compared to results of a competitor or group of competitors, to results of a peer group, to market performance indicators
or indices, or to other objective benchmarks. For all Awards intended to qualify as Performance-Based Compensation, the Performance
Criteria that may be used to establish Performance Goals are limited to the foregoing.


 


(b) The Administrator,
in its sole discretion, may provide that one or more objectively determinable adjustments shall be made to one or more of the Performance
Goals. Such adjustments may include one or more of the following: (i) items related to a change in accounting principle; (ii) items
relating to financing activities; (iii) expenses for restructuring or productivity initiatives; (iv) other non-operating items;
(v) items related to acquisitions; (vi) items attributable to the business operations of any entity acquired by the Company during
the Performance Period; (vii) items related to the disposal of a business or segment of a business; (viii) items related to discontinued
operations that do not qualify as a segment of a business under Applicable Accounting Standards; (ix) items attributable to any
stock dividend, stock split, combination or exchange of stock occurring during the Performance Period; (x) any other items of significant
income or expense which are determined to be appropriate adjustments; (xi) items relating to unusual or extraordinary corporate
transactions, events or developments, (xii) items related to amortization of acquired intangible assets; (xiii) items that are
outside the scope of the Company’s core, on-going business activities; (xiv) items related to acquired in-process research
and development; (xv) items relating to changes in tax laws; (xvi) items relating to major licensing or partnership arrangements;
(xvii) items relating to asset impairment charges; (xviii) items relating to gains or losses for litigation, arbitration and contractual
settlements; or (xix) items relating to any other unusual or nonrecurring events or changes in Applicable Law, accounting principles
or business conditions. For all Awards intended to qualify as Performance-Based Compensation, such determinations shall be made
within the time prescribed by, and otherwise in compliance with, Section 162(m) of the Code.


 






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2.42 “Performance
Goals” shall mean, for a Performance Period, one or more goals established in writing by the Administrator for the Performance
Period based upon one or more Performance Criteria. Depending on the Performance Criteria used to establish such Performance Goals,
the Performance Goals may be expressed in terms of overall Company performance or the performance of a division, business unit,
or an individual. The achievement of each Performance Goal shall be determined, to the extent applicable, with reference to Applicable
Accounting Standards.


 


2.43 “Performance
Period” shall mean one or more periods of time, which may be of varying and overlapping durations, as the Administrator
may select, over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Holder’s
right to, and the payment of, an Award.


 


2.44 “Performance
Stock Unit” shall mean a Performance Award awarded under Section 10.1 which is denominated in units of value including
dollar value of Shares.


 


2.45 “Permitted
Transferee” shall mean, with respect to a Holder, (i) any “family member” of the Holder, as defined in the
instructions to Form S-8 under the Securities Act, or (ii) with the prior approval of the Administrator, (a) a trust for the benefit
of one or more of the Holder or any “family member” of the Holder as defined in clause (i) above, (b) a partnership,
limited liability company or corporation in which the Holder or any “family member” of Holder as defined in clause
(i) above are the only partners, members or shareholders, or (c) a charitable organization or foundation.


 


2.46 “Plan”
shall have the meaning set forth in Article 1.


 


2.47 “Program”
shall mean any program adopted by the Administrator pursuant to the Plan containing the terms and conditions intended to govern
a specified type of Award granted under the Plan and pursuant to which such type of Award may be granted under the Plan.


 


2.48 “Restricted
Stock” shall mean Common Stock awarded under Article 8 that is subject to certain restrictions and may be subject to
risk of forfeiture or repurchase.


 


2.49 “Restricted
Stock Units” shall mean the right to receive a grant that is denominated in Shares (and payable in Shares, cash, or a
combination thereof), awarded under Article 9.


 


2.50 “Securities
Act” shall mean the Securities Act of 1933, as amended.


 


2.51 “Shares”
shall mean shares of Common Stock.


 


2.52 “Stock
Appreciation Right” shall mean a stock appreciation right granted under Article 11.


 






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2.53 “Stock
Appreciation Right Term” shall have the meaning set forth in Section 11.4.


 


2.54 “Stock
Payment” shall mean (a) a payment in the form of Shares, or (b) an option or other right to purchase Shares, as part
of a bonus, deferred compensation or other arrangement, awarded under Section 10.3.


 


2.55 “Subsidiary”
shall mean any entity (other than the Company), whether domestic or foreign, in an unbroken chain of entities beginning with the
Company if each of the entities other than the last entity in the unbroken chain beneficially owns, at the time of the determination,
securities or interests representing at least fifty percent (50%) of the total combined voting power of all classes of securities
or interests in one of the other entities in such chain.


 


2.56 “Substitute
Award” shall mean an Award granted under the Plan upon the assumption of, or in substitution for, outstanding equity
awards previously granted by a company or other entity in connection with a corporate transaction, such as a merger, combination,
consolidation or acquisition of property or stock; provided, however, that in no event shall the term “Substitute
Award” be construed to refer to an award made in connection with the cancellation and repricing of an Option or Stock Appreciation
Right.


 


2.57 “Termination
of Service” shall mean:


 


(a) As to a Consultant,
the time when the engagement of a Holder as a Consultant to the Company or an Affiliate is terminated for any reason, with or without
cause, including, without limitation, by resignation, discharge, death or retirement, but excluding terminations where the Consultant
simultaneously commences or remains in employment or service with the Company or any Affiliate.


 


(b) As to a Non-Employee
Director, the time when a Holder who is a Non-Employee Director ceases to be a Director for any reason, including, without limitation,
a termination by resignation, failure to be elected, death or retirement, but excluding terminations where the Holder simultaneously
commences or remains in employment or service with the Company or any Affiliate.


 


(c) As to an Employee,
the time when the employee-employer relationship between a Holder and the Company or any Affiliate is terminated for any reason,
including, without limitation, a termination by resignation, discharge, death, disability or retirement; but excluding terminations
where the Holder simultaneously commences or remains in employment or service with the Company or any Affiliate.


 


The Administrator,
in its sole discretion, shall determine the effect of all matters and questions relating to any Termination of Service, including,
without limitation, the question of whether a Termination of Service resulted from a discharge for cause and all questions of whether
particular leaves of absence constitute a Termination of Service; provided, however, that, with respect to Incentive
Stock Options, unless the Administrator otherwise provides in the terms of the Program, the Award Agreement or otherwise, or as
otherwise required by Applicable Law, a leave of absence, change in status from an employee to an independent contractor or other
change in the employee-employer relationship shall constitute a Termination of Service only if, and to the extent that, such leave
of absence, change in status or other change interrupts employment for the purposes of Section 422(a)(2) of the Code and the then-applicable
regulations and revenue rulings under said Section. For purposes of the Plan, a Holder’s employee-employer relationship or
consultancy relations shall be deemed to be terminated in the event that the Affiliate employing or contracting with such Holder
ceases to remain an Affiliate following any merger, sale of stock or other corporate transaction or event (including, without limitation,
a spin-off).


 



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ARTICLE 3.


 


SHARES SUBJECT TO THE PLAN


 


3.1 Number
of Shares.


 


(a) Subject to adjustment as provided in
Sections 3.1(b) and 14.2, a total of 11,383,956 Shares shall be authorized for Awards granted under the Plan, any or all of which
may be delivered upon the exercise of Incentive Stock Options.1


 


(b) If any Shares subject
to an Award are forfeited or expire or an Award is settled for cash (in whole or in part) or otherwise does not result in the issuance
of all or a portion of the Shares subject to such Award (including due to the payment of the exercise price of a Stock Appreciation
Right in Shares).


 


(c) In the event that
(i) any Option or other Award granted hereunder is exercised through the tendering of Shares (either actually or by attestation)
or by the withholding of Shares by the Company, or (ii) withholding tax liabilities arising from such Option or other Award are
satisfied by the tendering of Shares (either actually or by attestation) or by the withholding of Shares by the Company, then in
each such case the Shares so tendered or withheld shall be added to the Shares available for grant under the Plan on a one-for-one
basis. The payment of Dividend Equivalents in cash in conjunction with any outstanding Awards shall not be counted against the
Shares available for issuance under the Plan. Notwithstanding the provisions of this Section 3.1(b), no Shares may again be optioned,
granted or awarded if such action would cause an Incentive Stock Option to fail to qualify as an incentive stock option under Section
422 of the Code.


 


(d) Substitute Awards
shall not reduce the Shares authorized for grant under the Plan, except that Shares acquired by exercise of substitute Incentive
Stock Options will count against the maximum number of Shares that may be issued pursuant to the exercise of Incentive Stock Options
under the Plan. Additionally, in the event that a company acquired by the Company or any Affiliate or with which the Company or
any Affiliate combines has shares available under a pre-existing plan approved by stockholders and not adopted in contemplation
of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted,
to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition
or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition
or combination) may be used for Awards under the Plan and shall not reduce the Shares authorized for grant under the Plan; provided
that Awards using such available Shares shall not be made after the date awards or grants could have been made under the terms
of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not employed by
or providing services to the Company or its Affiliates immediately prior to such acquisition or combination.


 


3.2 Stock Distributed.
Any Shares distributed pursuant to an Award may consist, in whole or in part, of authorized and unissued Common Stock, treasury
Common Stock or Common Stock purchased on the open market.


 










 



1
Denotes aggregate share limit over the life of the Plan since its original adoption in 2014. As of April 9, 2020, the date on which
the Board of Directors adopted the Amendment, the number of shares available for issuance with respect to future awards is 8,326,806
shares (including the 5,000,000 shares approved by the Board of Directors pursuant to the Amendment).


 






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3.3 Limitation on
Number of Shares Subject to Awards. Notwithstanding any provision in the Plan to the contrary, and subject to Section 14.2,
(a) the maximum aggregate number of Shares with respect to one or more Awards of Options and/or Stock Appreciation Rights that
may be granted to any one person during any calendar year shall be 1,000,000 Shares, (b) the maximum aggregate number of Shares
with respect to one or more Awards (other than Options and Stock Appreciation Rights) that are intended to qualify as performance-based
compensation under Section 162(m) of the Code and are denominated in Shares that may be granted to any one person during any calendar
year shall be 1,000,000 Shares, (c) the maximum aggregate amount of cash that may be paid in cash to any one person during any
calendar year with respect to one or more Awards that are intended to qualify as performance-based compensation under Section 162(m)
of the Code and are denominated in cash shall be $10,000,000. In addition, notwithstanding any provision in the Plan to the contrary,
the sum of any cash compensation and the grant date fair value (as determined on the date of grant) of all Awards granted to any
one Non-Employee during any calendar year shall not exceed $600,000 (the “Director Limit”).


 


 


ARTICLE 4.


 


GRANTING OF AWARDS


 


4.1 Participation.
The Administrator may, from time to time, select from among all Eligible Individuals, those to whom an Award shall be granted and
shall determine the nature and amount of each Award, which shall not be inconsistent with the requirements of the Plan. Except
as provided in Section 4.6 regarding the grant of Awards pursuant to the Non-Employee Director Equity Compensation Policy, no Eligible
Individual shall have any right to be granted an Award pursuant to the Plan.


 


4.2 Award Agreement.
Each Award shall be evidenced by an Award Agreement that sets forth the terms, conditions and limitations for such Award, which
may include the term of the Award, the provisions applicable in the event of the Holder’s Termination of Service, and the
Company’s authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind an Award. Award Agreements evidencing
Awards intended to qualify as Performance-Based Compensation shall contain such terms and conditions as may be necessary to meet
the applicable provisions of Section 162(m) of the Code. Award Agreements evidencing Incentive Stock Options shall contain such
terms and conditions as may be necessary to meet the applicable provisions of Section 422 of the Code.


 


4.3 Limitations
Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan, the Plan, and any Award granted or awarded
to any individual who is then subject to Section 16 of the Exchange Act, shall be subject to any additional limitations set forth
in any applicable exemptive rule under Section 16 of the Exchange Act (including Rule 16b-3 of the Exchange Act and any amendments
thereto) that are requirements for the application of such exemptive rule. To the extent permitted by Applicable Law, the Plan
and Awards granted or awarded hereunder shall be deemed amended to the extent necessary to conform to such applicable exemptive
rule.


 


4.4 At-Will Employment;
Voluntary Participation. Nothing in the Plan or in any Program or Award Agreement hereunder shall confer upon any Holder any
right to continue in the employ of, or as a Director or Consultant for, the Company or any Affiliate, or shall interfere with or
restrict in any way the rights of the Company and any Affiliate, which rights are hereby expressly reserved, to discharge any Holder
at any time for any reason whatsoever, with or without cause, and with or without notice, or to terminate or change all other terms
and conditions of employment or engagement, except to the extent expressly provided otherwise in a written agreement between the
Holder and the Company or any Affiliate. Participation by each Holder in the Plan shall be voluntary and nothing in the Plan shall
be construed as mandating that any Eligible Individual shall participate in the Plan.


 






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4.5 Foreign Holders.
Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in countries other than the United
States in which the Company and its Affiliates may operate or have Employees, Non-Employee Directors or Consultants, or in order
to comply with the requirements of any foreign securities exchange, the Administrator, in its sole discretion, shall have the power
and authority to: (a) determine which Affiliates shall be covered by the Plan; (b) determine which Eligible Individuals outside
the United States are eligible to participate in the Plan; (c) modify the terms and conditions of any Award granted to Eligible
Individuals outside the United States to comply with applicable foreign laws or listing requirements of any such foreign securities
exchange; (d) establish subplans and modify exercise procedures and other terms and procedures, to the extent such actions may
be necessary or advisable (any such subplans and/or modifications shall be attached to the Plan as appendices); provided,
however, that no such subplans and/or modifications shall increase the share limitations contained in Sections 3.1 and 3.3;
and (e) take any action, before or after an Award is made, that it deems advisable to obtain approval or comply with any necessary
local governmental regulatory exemptions or approvals or listing requirements of any such foreign securities exchange. Notwithstanding
the foregoing, the Administrator may not take any actions hereunder, and no Awards shall be granted, that would violate Applicable
Law. For purposes of the Plan, all references to foreign laws, rules, regulations or taxes shall be references to the laws, rules,
regulations and taxes of any applicable jurisdiction other than the United States or a political subdivision thereof.


 


4.6 Non-Employee
Director Awards. The Administrator, in its sole discretion, may provide that Awards granted to Non-Employee Directors shall
be granted pursuant to a written nondiscretionary formula established by the Administrator (the “Non-Employee Director
Equity Compensation Policy”), subject to the limitations of the Plan. The Non-Employee Director Equity Compensation Policy
shall set forth the type of Award(s) to be granted to Non-Employee Directors, the number of Shares to be subject to Non-Employee
Director Awards, the conditions on which such Awards shall be granted, become exercisable and/or payable and expire, and such other
terms and conditions as the Administrator shall determine in its sole discretion. The Non-Employee Director Equity Compensation
Policy may be modified by the Administrator from time to time in its sole discretion.


 


4.7 Stand-Alone
and Tandem Awards. Awards granted pursuant to the Plan may, in the sole discretion of the Administrator, be granted either
alone, in addition to, or in tandem with, any other Award granted pursuant to the Plan. Awards granted in addition to or in tandem
with other Awards may be granted either at the same time as or at a different time from the grant of such other Awards.


 


 


ARTICLE 5.


 


PROVISIONS APPLICABLE TO AWARDS INTENDED
TO QUALIFY AS


PERFORMANCE-BASED COMPENSATION


 


5.1 Purpose.
The Committee, in its sole discretion, may determine at the time an Award is granted or at any time thereafter whether such Award
is intended to qualify as Performance-Based Compensation. If the Committee, in its sole discretion, decides to grant such an Award
to an Eligible Individual that is intended to qualify as Performance-Based Compensation (other than an Option or Stock Appreciation
Right), then the provisions of this Article 5 shall control over any contrary provision contained in the Plan. The Administrator,
in its sole discretion, may grant Awards to other Eligible Individuals that are based on Performance Criteria or Performance Goals
or any such other criteria and goals as the Administrator shall establish, but that do not satisfy the requirements of this Article
5 and that are not intended to qualify as Performance-Based Compensation. Unless otherwise specified by the Committee at the time
of grant, the Performance Criteria with respect to an Award intended to be Performance-Based Compensation payable to a Covered
Employee shall be determined on the basis of Applicable Accounting Standards.


 






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5.2 Applicability.
The grant of an Award to an Eligible Individual for a particular Performance Period shall not require the grant of an Award to
such Eligible Individual in any subsequent Performance Period and the grant of an Award to any one Eligible Individual shall not
require the grant of an Award to any other Eligible Individual in such period or in any other period.


 


5.3 Types of Awards.
Notwithstanding anything in the Plan to the contrary, the Committee may grant any Award to an Eligible Individual intended to qualify
as Performance-Based Compensation, including, without limitation, Restricted Stock the restrictions with respect to which lapse
upon the attainment of specified Performance Goals, Restricted Stock Units that vest and become payable upon the attainment of
specified Performance Goals and any Performance Awards described in Article 10 that vest or become exercisable or payable upon
the attainment of one or more specified Performance Goals.


 


5.4 Procedures with
Respect to Performance-Based Awards. To the extent necessary to comply with the requirements of Section 162(m)(4)(C) of the
Code, with respect to any Award granted to one or more Eligible Individuals which is intended to qualify as Performance-Based Compensation,
no later than 90 days following the commencement of any Performance Period or any designated fiscal period or period of service
(or such earlier time as may be required under Section 162(m) of the Code), the Committee shall, in writing, (a) designate one
or more Eligible Individuals, (b) select the Performance Criteria applicable to the Performance Period, (c) establish the Performance
Goals, and amounts of such Awards, as applicable, which may be earned for such Performance Period based on the Performance Criteria,
and (d) specify the relationship between Performance Criteria and the Performance Goals and the amounts of such Awards, as applicable,
to be earned by each Covered Employee for such Performance Period. Following the completion of each Performance Period, the Committee
shall certify in writing whether and the extent to which the applicable Performance Goals have been achieved for such Performance
Period. In determining the amount earned under such Awards, the Committee shall have the right to reduce or eliminate (but not
to increase) the amount payable at a given level of performance to take into account additional factors that the Committee may
deem relevant, including the assessment of individual or corporate performance for the Performance Period.


 


5.5 Payment of Performance-Based
Awards. Unless otherwise provided in the applicable Program or Award Agreement and only to the extent otherwise permitted by
Section 162(m) of the Code, as to an Award that is intended to qualify as Performance-Based Compensation, the Holder must be employed
by the Company or an Affiliate throughout the Performance Period. Unless otherwise provided in the applicable Performance Goals,
Program or Award Agreement, a Holder shall be eligible to receive payment pursuant to such Awards for a Performance Period only
if and to the extent the Performance Goals for such period are achieved.


 


5.6 Additional Limitations.
Notwithstanding any other provision of the Plan and except as otherwise determined by the Administrator, any Award which is granted
to an Eligible Individual and is intended to qualify as Performance-Based Compensation shall be subject to any additional limitations
set forth in Section 162(m) of the Code or any regulations or rulings issued thereunder that are requirements for qualification
as Performance-Based Compensation, and the Plan and the applicable Program and Award Agreement shall be deemed amended to the extent
necessary to conform to such requirements.


 


 






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ARTICLE 6.


 


GRANTING OF OPTIONS


 


6.1 Granting of
Options to Eligible Individuals. The Administrator is authorized to grant Options to Eligible Individuals from time to time,
in its sole discretion, on such terms and conditions as it may determine, which shall not be inconsistent with the Plan.


 


6.2 Qualification
of Incentive Stock Options. No Incentive Stock Option shall be granted to any person who is not an Employee of the Company
or any subsidiary corporation (as defined in Section 424(f) of the Code) of the Company. No person who qualifies as a Greater Than
10% Stockholder may be granted an Incentive Stock Option unless such Incentive Stock Option conforms to the applicable provisions
of Section 422 of the Code. Any Incentive Stock Option granted under the Plan may be modified by the Administrator, with the consent
of the Holder, to disqualify such Option from treatment as an “incentive stock option” under Section 422 of the Code.
To the extent that the aggregate Fair Market Value of stock with respect to which “incentive stock options” (within
the meaning of Section 422 of the Code, but without regard to Section 422(d) of the Code) are exercisable for the first time by
a Holder during any calendar year under the Plan, and all other plans of the Company and any parent or subsidiary corporation thereof
(each as defined in Section 424(e) and 424(f) of the Code, respectively), exceeds $100,000, the Options shall be treated as Non-Qualified
Stock Options to the extent required by Section 422 of the Code. The rule set forth in the immediately preceding sentence shall
be applied by taking Options and other “incentive stock options” into account in the order in which they were granted
and the Fair Market Value of stock shall be determined as of the time the respective options were granted.


 


6.3 Option Exercise
Price. The exercise price per Share subject to each Option shall be set by the Administrator, but shall not be less than 100%
of the Fair Market Value of a Share on the date the Option is granted (or, as to Incentive Stock Options, on the date the Option
is modified, extended or renewed for purposes of Section 424(h) of the Code). In addition, in the case of Incentive Stock Options
granted to a Greater Than 10% Stockholder, such price shall not be less than 110% of the Fair Market Value of a Share on the date
the Option is granted (or the date the Option is modified, extended or renewed for purposes of Section 424(h) of the Code).


 


6.4 Option Term.
The term of each Option (the “Option Term”) shall be set by the Administrator in its sole discretion; provided,
however, that the Option Term shall not be more than ten (10) years from the date the Option is granted, or five (5) years
from the date an Incentive Stock Option is granted to a Greater Than 10% Stockholder. The Administrator shall determine the time
period, including the time period following a Termination of Service, during which the Holder has the right to exercise the vested
Options, which time period may not extend beyond the last day of the Option Term. Except as limited by the requirements of Section
409A or Section 422 of the Code and regulations and rulings thereunder and the first sentence of this Section 6.4, the Administrator
may extend the Option Term of any outstanding Option, and may extend the time period during which vested Options may be exercised,
in connection with any Termination of Service of the Holder, and may amend, subject to Section 14.1, any other term or condition
of such Option relating to such a Termination of Service.


 


6.5 Option Vesting.


 


(a) The period during
which the right to exercise, in whole or in part, an Option vests in the Holder shall be set by the Administrator and the Administrator
may determine that an Option may not be exercised in whole or in part for a specified period after it is granted. Such vesting
may be based on service with the Company or any Affiliate, any of the Performance Criteria, or any other criteria selected by the
Administrator, and, except as limited by the Plan, at any time after the grant of an Option, the Administrator, in its sole discretion
and subject to whatever terms and conditions it selects, may accelerate the period during which an Option vests.


 






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(b) No portion of an
Option which is unexercisable at a Holder’s Termination of Service shall thereafter become exercisable, except as may be
otherwise provided by the Administrator either in the applicable Program, the Award Agreement evidencing the grant of an Option,
or by action of the Administrator following the grant of the Option. Unless otherwise determined by the Administrator in the Award
Agreement or by action of the Administrator following the grant of the Option, the portion of an Option that is unexercisable at
a Holder’s Termination of Service shall automatically expire thirty (30) days following such Termination of Service.


 


6.6 Substitute Awards.
Notwithstanding the foregoing provisions of this Article 6 to the contrary, in the case of an Option that is a Substitute Award,
the price per share of the Shares subject to such Option may be less than the Fair Market Value per share on the date of grant;
provided that the excess of: (a) the aggregate Fair Market Value (as of the date such Substitute Award is granted) of the
Shares subject to the Substitute Award, over (b) the aggregate exercise price thereof does not exceed the excess of: (x) the aggregate
fair market value (as of the time immediately preceding the transaction giving rise to the Substitute Award, such fair market value
to be determined by the Administrator) of the shares of the predecessor entity that were subject to the grant assumed or substituted
for by the Company, over (y) the aggregate exercise price of such shares.


 


 


ARTICLE 7.


 


EXERCISE OF OPTIONS


 


7.1 Partial Exercise.
An exercisable Option may be exercised in whole or in part. However, an Option shall not be exercisable with respect to fractional
Shares and the Administrator may require that, by the terms of the Option, a partial exercise must be with respect to a minimum
number of Shares.


 


7.2 Manner of Exercise.
All or a portion of an exercisable Option shall be deemed exercised upon delivery of all of the following to the Secretary of the
Company, the stock administrator of the Company or such other person or entity designated by the Administrator, or his, her or
its office, as applicable:


 


(a) A written or electronic
notice complying with the applicable rules established by the Administrator stating that the Option, or a portion thereof, is exercised.
The notice shall be signed by the Holder or other person then entitled to exercise the Option or such portion of the Option;


 


(b) Such representations
and documents as the Administrator, in its sole discretion, deems necessary or advisable to effect compliance with Applicable Law.
The Administrator, in its sole discretion, may also take whatever additional actions it deems appropriate to effect such compliance
including, without limitation, placing legends on share certificates and issuing stop-transfer notices to agents and registrars;


 


(c) In the event that
the Option shall be exercised pursuant to Section 12.3 by any person or persons other than the Holder, appropriate proof of the
right of such person or persons to exercise the Option, as determined in the sole discretion of the Administrator; and


 


(d) Full payment of the
exercise price and applicable withholding taxes to the stock administrator of the Company for the Shares with respect to which
the Option, or portion thereof, is exercised, in a manner permitted by Sections 12.1 and 12.2.


 






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7.3 Notification
Regarding Disposition. The Holder shall give the Company prompt written or electronic notice of any disposition of Shares acquired
by exercise of an Incentive Stock Option which occurs within (a) two years from the date of granting (including the date the Option
is modified, extended or renewed for purposes of Section 424(h) of the Code) such Option to such Holder, or (b) one year after
the transfer of such Shares to such Holder.


 


 


ARTICLE 8.


 


AWARD OF RESTRICTED STOCK


 


8.1 Award
of Restricted Stock.


 


(a) The Administrator
is authorized to grant Restricted Stock to Eligible Individuals, and shall determine the terms and conditions, including the restrictions
applicable to each award of Restricted Stock, which terms and conditions shall not be inconsistent with the Plan, and may impose
such conditions on the issuance of such Restricted Stock as it deems appropriate.


 


(b) The Administrator
shall establish the purchase price, if any, and form of payment for Restricted Stock; provided, however, that if
a purchase price is charged, such purchase price shall be no less than the par value, if any, of the Shares to be purchased, unless
otherwise permitted by Applicable Law. In all cases, legal consideration shall be required for each issuance of Restricted Stock.


 


8.2 Rights as Stockholders.
Subject to Section 8.4, upon issuance of Restricted Stock, the Holder shall have, unless otherwise provided by the Administrator,
all the rights of a stockholder with respect to said Shares, subject to the restrictions in the applicable Program or in each individual
Award Agreement, including the right to receive all dividends and other distributions paid or made with respect to the Shares;
provided, however, that, in the sole discretion of the Administrator, any extraordinary distributions with respect
to the Shares shall be subject to the restrictions set forth in Section 8.3. In addition, with respect to a share of Restricted
Stock with performance-based vesting, dividends which are paid to other stockholders prior to vesting shall only be paid out to
the Holder to the extent that the performance-based vesting conditions are subsequently satisfied and if/when the share of Restricted
Stock vests.


 


8.3 Restrictions.
All shares of Restricted Stock (including any shares received by Holders thereof with respect to shares of Restricted Stock as
a result of stock dividends, stock splits or any other form of recapitalization) shall, in the terms of the applicable Program
or in each individual Award Agreement, be subject to such restrictions and vesting requirements as the Administrator shall provide.
Such restrictions may include, without limitation, restrictions concerning voting rights and transferability and such restrictions
may lapse separately or in combination at such times and pursuant to such circumstances or based on such criteria as selected by
the Administrator, including, without limitation, criteria based on the Holder’s duration of employment, directorship or
consultancy with the Company, the Performance Criteria, Company performance, individual performance or other criteria selected
by the Administrator. By action taken after the Restricted Stock is issued, the Administrator may, on such terms and conditions
as it may determine to be appropriate, accelerate the vesting of such Restricted Stock by removing any or all of the restrictions
imposed by the terms of the applicable Program or Award Agreement. Restricted Stock may not be sold or encumbered until all restrictions
are terminated or expire.


 






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8.4 Repurchase or
Forfeiture of Restricted Stock. Except as otherwise determined by the Administrator at the time of the grant of the Award or
thereafter, if no price was paid by the Holder for the Restricted Stock, upon a Termination of Service during the applicable restriction
period, the Holder’s rights in unvested Restricted Stock then subject to restrictions shall lapse, and such Restricted Stock
shall be surrendered to the Company and cancelled without consideration. If a price was paid by the Holder for the Restricted Stock,
upon a Termination of Service during the applicable restriction period, the Company shall have the right to repurchase from the
Holder the unvested Restricted Stock then subject to restrictions at a cash price per share equal to the price paid by the Holder
for such Restricted Stock or such other amount as may be specified in the applicable Program or Award Agreement. Notwithstanding
the foregoing, the Administrator, in its sole discretion, may provide that upon certain events, including a Change in Control,
the Holder’s death, retirement or disability or any other specified Termination of Service or any other event, the Holder’s
rights in unvested Restricted Stock shall not lapse, such Restricted Stock shall vest and, if applicable, the Company shall not
have a right of repurchase.


 


8.5 Certificates
for Restricted Stock. Restricted Stock granted pursuant to the Plan may be evidenced in such manner as the Administrator shall
determine. Certificates or book entries evidencing shares of Restricted Stock shall include an appropriate legend referring to
the terms, conditions, and restrictions applicable to such Restricted Stock. The Company, in its sole discretion, may (a) retain
physical possession of any stock certificate evidencing shares of Restricted Stock until the restrictions thereon shall have lapsed
and/or (b) require that the stock certificates evidencing shares of Restricted Stock be held in custody by a designated escrow
agent (which may but need not be the Company) until the restrictions thereon shall have lapsed, and that the Holder deliver a stock
power, endorsed in blank, relating to such Restricted Stock.


 


8.6 Section 83(b)
Election. If a Holder makes an election under Section 83(b) of the Code to be taxed with respect to the Restricted Stock as
of the date of transfer of the Restricted Stock rather than as of the date or dates upon which the Holder would otherwise be taxable
under Section 83(a) of the Code, the Holder shall be required to deliver a copy of such election to the Company promptly after
filing such election with the Internal Revenue Service along with proof of the timely filing thereof with the Internal Revenue
Service.


 


 


ARTICLE 9.


 


AWARD OF RESTRICTED STOCK UNITS


 


9.1 Grant of Restricted
Stock Units. The Administrator is authorized to grant Awards of Restricted Stock Units to any Eligible Individual selected
by the Administrator in such amounts and subject to such terms and conditions as determined by the Administrator.


 


9.2 Term. Except
as otherwise provided herein, the term of a Restricted Stock Unit award shall be set by the Administrator in its sole discretion.


 


9.3 Purchase Price.
The Administrator shall specify the purchase price, if any, to be paid by the Holder to the Company with respect to any Restricted
Stock Unit award; provided, however, that value of the consideration shall not be less than the par value of a Share,
unless otherwise permitted by Applicable Law.


 


9.4 Vesting of Restricted
Stock Units. At the time of grant, the Administrator shall specify the date or dates on which the Restricted Stock Units shall
become fully vested and nonforfeitable, and may specify such conditions to vesting as it deems appropriate, including, without
limitation, vesting based upon the Holder’s duration of service to the Company or any Affiliate, one or more Performance
Criteria, Company performance, individual performance or other specific criteria, in each case on a specified date or dates or
over any period or periods, as determined by the Administrator.


 






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9.5 Maturity and
Payment. At the time of grant, the Administrator shall specify the maturity date applicable to each grant of Restricted Stock
Units, which shall be no earlier than the vesting date or dates of the Award and may be determined at the election of the Holder
(if permitted by the applicable Award Agreement); provided that, except as otherwise determined by the Administrator, set
forth in any applicable Award Agreement, and subject to compliance with Section 409A of the Code, in no event shall the maturity
date relating to each Restricted Stock Unit occur following the later of (a) the 15th day of the third month following
the end of calendar year in which the applicable portion of the Restricted Stock Unit vests; or (b) the 15th day of
the third month following the end of the Company’s fiscal year in which the applicable portion of the Restricted Stock Unit
vests. On the maturity date, the Company shall, subject to Section 12.4(e), transfer to the Holder one unrestricted, fully transferable
Share for each Restricted Stock Unit scheduled to be paid out on such date and not previously forfeited, or in the sole discretion
of the Administrator, an amount in cash equal to the Fair Market Value of such Shares on the maturity date or a combination of
cash and Common Stock as determined by the Administrator.


 


9.6 Payment upon
Termination of Service. An Award of Restricted Stock Units shall only be payable while the Holder is an Employee, a Consultant
or a member of the Board, as applicable; provided, however, that the Administrator, in its sole discretion, may provide
(in an Award Agreement or otherwise) that a Restricted Stock Unit award may be paid subsequent to a Termination of Service in certain
events, including a Change in Control, the Holder’s death, retirement or disability or any other specified Termination of
Service.


 


9.7 No Rights as
a Stockholder. Unless otherwise determined by the Administrator, a Holder of Restricted Stock Units shall possess no incidents
of ownership with respect to the Shares represented by such Restricted Stock Units, unless and until such Shares are transferred
to the Holder pursuant to the terms of this Plan and the Award Agreement.


 


 


ARTICLE 10.


 


AWARD OF PERFORMANCE AWARDS, DIVIDEND
EQUIVALENTS, STOCK


PAYMENTS, DEFERRED STOCK UNITS


 


10.1 Performance
Awards.


 


(a) The Administrator
is authorized to grant Performance Awards, including Awards of Performance Stock Units, to any Eligible Individual and to determine
whether such Performance Awards shall be Performance-Based Compensation. The value of Performance Awards, including Performance
Stock Units, may be linked to any one or more of the Performance Criteria or other specific criteria determined by the Administrator,
in each case on a specified date or dates or over any period or periods and in such amounts as may be determined by the Administrator.
Performance Awards, including Performance Stock Unit awards may be paid in cash, Shares, or a combination of cash and Shares, as
determined by the Administrator.


 


(b) Without limiting
Section 10.1(a), the Administrator may grant Performance Awards to any Eligible Individual in the form of a cash bonus payable
upon the attainment of objective Performance Goals, or such other criteria, whether or not objective, which are established by
the Administrator, in each case on a specified date or dates or over any period or periods determined by the Administrator. Any
such bonuses paid to a Holder which are intended to be Performance-Based Compensation shall be based upon objectively determinable
bonus formulas established in accordance with the provisions of Article 5.


 






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10.2 Dividend Equivalents.


 


(a) Dividend Equivalents
may be granted by the Administrator based on dividends declared on the Common Stock, to be credited as of dividend payment dates
with respect to dividends with record dates that occur during the period between the date an Award is granted to a Holder and the
date such Award vests, is exercised, is distributed or expires, as determined by the Administrator. Such Dividend Equivalents shall
be converted to cash or additional Shares by such formula and at such time and subject to such restrictions and limitations as
may be determined by the Administrator. In addition, Dividend Equivalents with respect to an Award with performance-based vesting
that are based on dividends paid to other stockholders prior to the vesting of such Award shall only be paid out to the Holder
to the extent that the performance-based vesting conditions are subsequently satisfied and if/when the Award vests.


 


 (b) Notwithstanding
the foregoing, no Dividend Equivalents shall be payable with respect to Options or Stock Appreciation Rights.


 


10.3 Stock Payments.
The Administrator is authorized to make Stock Payments to any Eligible Individual. The number or value of Shares of any Stock Payment
shall be determined by the Administrator and may be based upon one or more Performance Criteria or any other specific criteria,
including service to the Company or any Affiliate, determined by the Administrator. Shares underlying a Stock Payment which is
subject to a vesting schedule or other conditions or criteria set by the Administrator shall not be issued until those conditions
have been satisfied. Unless otherwise provided by the Administrator, a Holder of a Stock Payment shall have no rights as a Company
stockholder with respect to such Stock Payment until such time as the Stock Payment has vested and the Shares underlying the Award
have been issued to the Holder. Stock Payments may, but are not required to, be made in lieu of base salary, bonus, fees or other
cash compensation otherwise payable to such Eligible Individual.


 


10.4 Deferred Stock
Units. The Administrator is authorized to grant Deferred Stock Units to any Eligible Individual. The number of Deferred Stock
Units shall be determined by the Administrator and may (but is not required to) be based on one or more Performance Criteria or
other specific criteria, including service to the Company or any Affiliate, as the Administrator determines, in each case on a
specified date or dates or over any period or periods determined by the Administrator. Each Deferred Stock Unit shall entitle the
Holder thereof to receive one Share on the date the Deferred Stock Unit becomes vested or upon a specified settlement date thereafter
(which settlement date may (but is not required to) be the date of the Holder’s Termination of Service). Shares underlying
a Deferred Stock Unit award which is subject to a vesting schedule or other conditions or criteria set by the Administrator shall
not be issued until on or following the date that those conditions and criteria have been satisfied. Unless otherwise provided
by the Administrator, a Holder of Deferred Stock Units shall have no rights as a Company stockholder with respect to such Deferred
Stock Units until such time as the Award has vested and any other applicable conditions and/or criteria have been satisfied and
the Shares underlying the Award have been issued to the Holder.


 


10.5 Term. The
term of a Performance Award, Dividend Equivalent award, Stock Payment award, and/or Deferred Stock Unit award shall be established
by the Administrator in its sole discretion.


 


10.6 Purchase Price.
The Administrator may establish the purchase price of a Performance Award, Shares distributed as a Stock Payment award, Shares
distributed pursuant to a Deferred Stock Unit award; provided, however, that value of the consideration shall not
be less than the par value of a Share, unless otherwise permitted by Applicable Law.


 






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10.7 Termination
of Service. A Performance Award, Stock Payment award, Dividend Equivalent award, and/or Deferred Stock Unit award is distributable
only while the Holder is an Employee, Director or Consultant, as applicable. The Administrator, however, in its sole discretion,
may provide that the Performance Award, Dividend Equivalent award, Stock Payment award, and/or Deferred Stock Unit award may be
distributed subsequent to a Termination of Service in certain events, including a Change in Control, the Holder’s death,
retirement or disability or any other specified Termination of Service.


 


 


ARTICLE 11.


 


AWARD OF STOCK APPRECIATION RIGHTS


 


11.1 Grant of Stock
Appreciation Rights.


 


(a) The Administrator
is authorized to grant Stock Appreciation Rights to Eligible Individuals from time to time, in its sole discretion, on such terms
and conditions as it may determine, which shall not be inconsistent with the Plan.


 


(b) A Stock Appreciation
Right shall entitle the Holder (or other person entitled to exercise the Stock Appreciation Right pursuant to the Plan) to exercise
all or a specified portion of the Stock Appreciation Right (to the extent then exercisable pursuant to its terms) and to receive
from the Company an amount determined by multiplying the difference obtained by subtracting the exercise price per share of the
Stock Appreciation Right from the Fair Market Value on the date of exercise of the Stock Appreciation Right by the number of Shares
with respect to which the Stock Appreciation Right shall have been exercised, subject to any limitations the Administrator may
impose. Except as described in (c) below, the exercise price per Share subject to each Stock Appreciation Right shall be set by
the Administrator, but shall not be less than 100% of the Fair Market Value on the date the Stock Appreciation Right is granted.


 


(c) Notwithstanding the
foregoing provisions of Section 11.1(b) to the contrary, in the case of a Stock Appreciation Right that is a Substitute Award,
the price per share of the Shares subject to such Stock Appreciation Right may be less than 100% of the Fair Market Value per share
on the date of grant; provided that the excess of: (i) the aggregate Fair Market Value (as of the date such Substitute Award
is granted) of the Shares subject to the Substitute Award, over (ii) the aggregate exercise price thereof does not exceed the excess
of: (x) the aggregate fair market value (as of the time immediately preceding the transaction giving rise to the Substitute Award,
such fair market value to be determined by the Administrator) of the shares of the predecessor entity that were subject to the
grant assumed or substituted for by the Company, over (y) the aggregate exercise price of such shares.


 


11.2 Stock Appreciation
Right Vesting.


 


(a) The period during
which the right to exercise, in whole or in part, a Stock Appreciation Right vests in the Holder shall be set by the Administrator
and the Administrator may determine that a Stock Appreciation Right may not be exercised in whole or in part for a specified period
after it is granted. Such vesting may be based on service with the Company or any Affiliate, any of the Performance Criteria, or
any other criteria selected by the Administrator. Except as limited by the Plan, at any time after grant of a Stock Appreciation
Right, the Administrator, in its sole discretion and subject to whatever terms and conditions it selects, may accelerate the period
during which a Stock Appreciation Right vests.


 






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(b) No portion of a Stock
Appreciation Right which is unexercisable at a Holder’s Termination of Service shall thereafter become exercisable, except
as may be otherwise provided by the Administrator in the applicable Program, the Award Agreement evidencing the grant of a Stock
Appreciation Right, or by action of the Administrator following the grant of the Stock Appreciation Right.


 


11.3 Manner of Exercise.
All or a portion of an exercisable Stock Appreciation Right shall be deemed exercised upon delivery of all of the following to
the Secretary of the Company, the stock administrator of the Company, or such other person or entity designated by the Administrator,
or his, her or its office, as applicable:


 


(a) A written or electronic
notice complying with the applicable rules established by the Administrator stating that the Stock Appreciation Right, or a portion
thereof, is exercised. The notice shall be signed by the Holder or other person then entitled to exercise the Stock Appreciation
Right or such portion of the Stock Appreciation Right;


 


(b) Such representations
and documents as the Administrator, in its sole discretion, deems necessary or advisable to effect compliance with Applicable Law.
The Administrator, in its sole discretion, may also take whatever additional actions it deems appropriate to effect such compliance,
including, without limitation, placing legends on share certificates and issuing stop-transfer notices to agents and registrars;


 


(c) In the event that
the Stock Appreciation Right shall be exercised pursuant to this Section 11.3 by any person or persons other than the Holder, appropriate
proof of the right of such person or persons to exercise the Stock Appreciation Right, as determined in the sole discretion of
the Administrator; and


 


(d) Full payment of the
exercise price and applicable withholding taxes to the stock administrator of the Company for the Shares with respect to which
the Stock Appreciation Right, or portion thereof, is exercised, in a manner permitted by Sections 12.1 and 12.2.


 


11.4 Stock Appreciation
Right Term. The term of each Stock Appreciation Right (the “Stock Appreciation Right Term”) shall be set
by the Administrator in its sole discretion; provided, however, that the Stock Appreciation Right Term shall not
be more than ten (10) years from the date the Stock Appreciation Right is granted. The Administrator shall determine the time period,
including the time period following a Termination of Service, during which the Holder has the right to exercise the vested Stock
Appreciation Rights, which time period may not extend beyond the last day of the Stock Appreciation Right Term applicable to such
Stock Appreciation Right. Except as limited by the requirements of Section 409A of the Code and regulations and rulings thereunder
and the first sentence of this Section 11.4, the Administrator may extend the Stock Appreciation Right Term of any outstanding
Stock Appreciation Right, and may extend the time period during which vested Stock Appreciation Rights may be exercised, in connection
with any Termination of Service of the Holder, and may amend, subject to Section 14.1, any other term or condition of such Stock
Appreciation Right relating to such a Termination of Service.


 


11.5 Payment.
Payment of the amounts payable with respect to Stock Appreciation Rights pursuant to this Article 11 shall be in cash, Shares (based
on its Fair Market Value as of the date the Stock Appreciation Right is exercised), or a combination of both, as determined by
the Administrator.


 


 



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ARTICLE 12.


 


ADDITIONAL TERMS OF AWARDS


 


12.1 Payment.
The Administrator shall determine the methods by which payments by any Holder with respect to any Awards granted under the Plan
shall be made, including, without limitation: (a) cash or check, (b) Shares (including, in the case of payment of the exercise
price of an Award, Shares issuable pursuant to the exercise of the Award) or Shares held for such period of time as may be required
by the Administrator in order to avoid adverse accounting consequences, in each case, having a Fair Market Value on the date of
delivery equal to the aggregate payments required, (c) delivery of a written or electronic notice that the Holder has placed a
market sell order with a broker acceptable to the Company with respect to Shares then issuable upon exercise or vesting of an Award,
and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction
of the aggregate payments required; provided that payment of such proceeds is then made to the Company upon settlement of
such sale, or (d) other form of legal consideration acceptable to the Administrator in its sole discretion. The Administrator shall
also determine the methods by which Shares shall be delivered or deemed to be delivered to Holders. Notwithstanding any other provision
of the Plan to the contrary, no Holder who is a Director or an “executive officer” of the Company within the meaning
of Section 13(k) of the Exchange Act shall be permitted to make payment with respect to any Awards granted under the Plan, or continue
any extension of credit with respect to such payment, with a loan from the Company or a loan arranged by the Company in violation
of Section 13(k) of the Exchange Act.


 


12.2 Tax Withholding.
The Company or any Affiliate shall have the authority and the right to deduct or withhold, or require a Holder to remit to the
Company, an amount sufficient to satisfy federal, state, local and foreign taxes (including the Holder’s FICA, employment
tax or other social security contribution obligation) required by law to be withheld with respect to any taxable event concerning
a Holder arising as a result of the Plan. The Administrator, in its sole discretion and in satisfaction of the foregoing requirement
or in satisfaction of any additional tax withholding, cause the Company to, or allow a Holder to elect to have the Company withhold
Shares otherwise issuable under an Award (or allow the surrender of Shares). For Awards outstanding as of the Effective Date that
are intended to qualify as Performance-Based Compensation, the number of Shares which may be so withheld or surrendered shall be
limited to the number of Shares which have a fair market value on the date of withholding or repurchase equal to the aggregate
amount of such liabilities based on the minimum statutory withholding rates for federal, state, local and foreign income tax and
payroll tax purposes that are applicable to such supplemental taxable income. For all other Awards (including all other Awards
outstanding as of the Effective Date or granted after the Effective Date), the number of Shares which may be so withheld or surrendered
shall be limited to the number of Shares which have a fair market value on the date of withholding or repurchase no greater than
the aggregate amount of such liabilities based on the maximum individual statutory withholding rates for the applicable jurisdictions.
The Administrator shall determine the fair market value of the Shares, consistent with applicable provisions of the Code, for tax
withholding obligations due in connection with a broker-assisted cashless Option or Stock Appreciation Right exercise involving
the sale of Shares to pay the Option or Stock Appreciation Right exercise price or any tax withholding obligation.


 


12.3 Transferability
of Awards.


 


(a) Except as otherwise
provided in Section 12.3(b) and 12.3(c):


 


(i) No Award under
the Plan may be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution
or, subject to the consent of the Administrator, pursuant to a DRO, unless and until such Award has been exercised, or the Shares
underlying such Award have been issued, and all restrictions applicable to such Shares have lapsed;


 






    	 	20	 



     


    

 


(ii) No Award or interest
or right therein shall be liable for the debts, contracts or engagements of the Holder or the Holder’s successors in interest
or shall be subject to disposition by transfer, alienation, anticipation, pledge, hypothecation, encumbrance, assignment or any
other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment
or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void
and of no effect, except to the extent that such disposition is permitted by Section 12.3(a)(i); and


 


(iii) During the lifetime
of the Holder, only the Holder may exercise an Award (or any portion thereof) granted to such Holder under the Plan, unless it
has been disposed of pursuant to a DRO; after the death of the Holder, any exercisable portion of an Award may, prior to the time
when such portion becomes unexercisable under the Plan or the applicable Program or Award Agreement, be exercised by the Holder’s
personal representative or by any person empowered to do so under the deceased Holder’s will or under the then-applicable
laws of descent and distribution.


 


(b) Notwithstanding Section
12.3(a), the Administrator, in its sole discretion, may determine to permit a Holder to transfer an Award other than an Incentive
Stock Option to any one or more Permitted Transferees, subject to the following terms and conditions: (i) an Award transferred
to a Permitted Transferee shall not be assignable or transferable by the Permitted Transferee other than by will or the laws of
descent and distribution or pursuant to a DRO; (ii) an Award transferred to a Permitted Transferee shall continue to be subject
to all the terms and conditions of the Award as applicable to the original Holder (other than the ability to further transfer the
Award); (iii) the Holder and the Permitted Transferee shall execute any and all documents requested by the Administrator, including,
without limitation documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements
for an exemption for the transfer under Applicable Law and (C) evidence the transfer; and (iv) any transfer of an Award to a Permitted
Transferee shall be without consideration, except as required by Applicable Law.


 


(c) Notwithstanding Section
12.3(a), a Holder may, in the manner determined by the Administrator, designate a beneficiary to exercise the rights of the Holder
and to receive any distribution with respect to any Award upon the Holder’s death. A beneficiary, legal guardian, legal representative,
or other person claiming any rights pursuant to the Plan is subject to all terms and conditions of the Plan and any Program or
Award Agreement applicable to the Holder, except to the extent the Plan, the Program and the Award Agreement otherwise provide,
and to any additional restrictions deemed necessary or appropriate by the Administrator. If the Holder is married or a domestic
partner in a domestic partnership qualified under Applicable Law and resides in a community property state, a designation of a
person other than the Holder’s spouse or domestic partner, as applicable, as the Holder’s beneficiary with respect
to more than 50% of the Holder’s interest in the Award shall not be effective without the prior written or electronic consent
of the Holder’s spouse or domestic partner. If no beneficiary has been designated or survives the Holder, payment shall be
made to the person entitled thereto pursuant to the Holder’s will or the laws of descent and distribution. Subject to the
foregoing, a beneficiary designation may be changed or revoked by a Holder at any time; provided that the change or revocation
is filed with the Administrator prior to the Holder’s death.


 


12.4 Conditions
to Issuance of Shares.


 


(a) Notwithstanding anything
herein to the contrary, the Company shall not be required to issue or deliver any certificates or make any book entries evidencing
Shares pursuant to the exercise of any Award, unless and until the Board or the Committee has determined, with advice of counsel,
that the issuance of such Shares is in compliance with Applicable Law and the Shares are covered by an effective registration statement
or applicable exemption from registration. In addition to the terms and conditions provided herein, the Board or the Committee
may require that a Holder make such reasonable covenants, agreements and representations as the Board or the Committee, in its
sole discretion, deems advisable in order to comply with Applicable Law.


 





    	 	21	 



     


    




(b) All share certificates
delivered pursuant to the Plan and all Shares issued pursuant to book entry procedures are subject to any stop-transfer orders
and other restrictions as the Administrator deems necessary or advisable to comply with Applicable Law. The Administrator may place
legends on any share certificate or book entry to reference restrictions applicable to the Shares.


 


(c) The Administrator
shall have the right to require any Holder to comply with any timing or other restrictions with respect to the settlement, distribution
or exercise of any Award, including a window-period limitation, as may be imposed in the sole discretion of the Administrator.


 


(d) No fractional Shares
shall be issued and the Administrator, in its sole discretion, shall determine whether cash shall be given in lieu of fractional
Shares or whether such fractional Shares shall be eliminated by rounding down.


 


(e) Notwithstanding any
other provision of the Plan, unless otherwise determined by the Administrator or required by Applicable Law, the Company shall
not deliver to any Holder certificates evidencing Shares issued in connection with any Award and instead such Shares shall be recorded
in the books of the Company (or, as applicable, its transfer agent or stock plan administrator).


 


12.5 Forfeiture
and Claw-Back Provisions. Pursuant to its general authority to determine the terms and conditions applicable to Awards under
the Plan, the Administrator shall have the right to provide, in an Award Agreement or otherwise, or to require a Holder to agree
by separate written or electronic instrument, that:


 


(a) (i) Any proceeds,
gains or other economic benefit actually or constructively received by the Holder upon any receipt or exercise of the Award, or
upon the receipt or resale of any Shares underlying the Award, shall be paid to the Company, and (ii) the Award shall terminate
and any unexercised portion of the Award (whether or not vested) shall be forfeited, if (x) a Termination of Service occurs prior
to a specified date, or within a specified time period following receipt or exercise of the Award, or (y) the Holder at any time,
or during a specified time period, engages in any activity in competition with the Company, or which is inimical, contrary or harmful
to the interests of the Company, as further defined by the Administrator or (z) the Holder incurs a Termination of Service for
“cause” (as such term is defined in the sole discretion of the Administrator, or as set forth in a written agreement
relating to such Award between the Company and the Holder); and


 


(b) All Awards (including
any proceeds, gains or other economic benefit actually or constructively received by the Holder upon any receipt or exercise of
any Award or upon the receipt or resale of any Shares underlying the Award) shall be subject to the provisions of any claw-back
policy implemented by the Company, including, without limitation, any claw-back policy adopted to comply with the requirements
of Applicable Law, including without limitation the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or
regulations promulgated thereunder, to the extent set forth in such claw-back policy and/or in the applicable Award Agreement.


 


12.6 Prohibition
on Repricing. Subject to Section 14.2, the Administrator shall not, without the approval of the stockholders of the Company,
(i) authorize the amendment of any outstanding Option or Stock Appreciation Right to reduce its price per share, (ii) cancel any
Option or Stock Appreciation Right in exchange for cash or another Award when the Option or Stock Appreciation Right price per
share exceeds the Fair Market Value of the underlying Shares, or (iii) take any other action with respect to an Option or Stock
Appreciation Right that would be treated as a repricing under the rules and regulations of the principal United States national
securities exchange on which the Shares are traded.


 






    	 	22	 



     


    

 


12.7 Data Privacy.
As a condition for receiving any Award, each Holder explicitly and unambiguously consents to the collection, use and transfer,
in electronic or other form, of personal data as described in this Section 12.7 by and among the Company and its Subsidiaries and
Affiliates exclusively for implementing, administering and managing the Holder’s participation in the Plan. The Company and
its Subsidiaries and Affiliates may hold certain personal information about a Holder, including the Holder’s name, address
and telephone number; birthdate; social security, insurance number or other identification number; salary; nationality; job title(s);
any Shares held in the Company or its Subsidiaries and Affiliates; and Award details, to implement, manage and administer the Plan
and Awards (the “Data”). The Company and its Subsidiaries and Affiliates may transfer the Data amongst themselves
as necessary to implement, administer and manage a Holder’s participation in the Plan, and the Company and its Subsidiaries
and Affiliates may transfer the Data to third parties assisting the Company with Plan implementation, administration and management.
These recipients may be located in the Holder’s country, or elsewhere, and the Holder’s country may have different
data privacy laws and protections than the recipients’ country. By accepting an Award, each Holder authorizes such recipients
to receive, possess, use, retain and transfer the Data, in electronic or other form, to implement, administer and manage the Holder’s
participation in the Plan, including any required Data transfer to a broker or other third party with whom the Company or the Holder
may elect to deposit any Shares. The Data related to a Holder will be held only as long as necessary to implement, administer,
and manage the Holder’s participation in the Plan. A Holder may, at any time, view the Data that the Company holds regarding
such Holder, request additional information about the storage and processing of the Data regarding such Holder, recommend any necessary
corrections to the Data regarding the Holder or refuse or withdraw the consents in this Section 12.7 in writing, without cost,
by contacting the local human resources representative. The Company may cancel Holder’s ability to participate in the Plan
and, in the Administrator’s sole discretion, the Holder may forfeit any outstanding Awards if the Holder refuses or withdraws
the consents in this Section 12.7. For more information on the consequences of refusing or withdrawing consent, Holders may contact
their local human resources representative.


 


 


ARTICLE 13.


 


ADMINISTRATION


 


13.1 Administrator.
The Committee (or another committee or a subcommittee of the Board assuming the functions of the Committee under the Plan) shall
administer the Plan (except as otherwise permitted herein). To the extent necessary to comply with Rule 16b-3 of the Exchange Act,
and with respect to Awards that are intended to be Performance-Based Compensation, including Options and Stock Appreciation Rights,
then the Committee (or another committee or subcommittee of the Board assuming the functions of the Committee under the Plan) shall
take all action with respect to such Awards, and the individuals taking such action shall consist solely of two or more Non-Employee
Directors appointed by and holding office at the pleasure of the Board, each of whom is intended to qualify as both a “non-employee
director” as defined by Rule 16b-3 of the Exchange Act or any successor rule and an “outside director” for purposes
of Section 162(m) of the Code. Additionally, to the extent required by Applicable Law, each of the individuals constituting the
Committee (or another committee or subcommittee of the Board assuming the functions of the Committee under the Plan) shall be an
“independent director” under the rules of any securities exchange or automated quotation system on which the Shares
are listed, quoted or traded. Notwithstanding the foregoing, any action taken by the Committee shall be valid and effective, whether
or not members of the Committee at the time of such action are later determined not to have satisfied the requirements for membership
set forth in this Section 13.1 or otherwise provided in any charter of the Committee. Except as may otherwise be provided in any
charter of the Committee, appointment of Committee members shall be effective upon acceptance of appointment. Committee members
may resign at any time by delivering written or electronic notice to the Board. Vacancies in the Committee may only be filled by
the Board. Notwithstanding the foregoing, (a) the full Board, acting by a majority of its members in office, shall conduct the
general administration of the Plan with respect to Awards granted to Non-Employee Directors and, with respect to such Awards, the
terms “Administrator” and “Committee” as used in the Plan shall be deemed to refer to the Board and (b)
the Board or Committee may delegate its authority hereunder to the extent permitted by Section 13.6.


 






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13.2 Duties and
Powers of Committee. It shall be the duty of the Committee to conduct the general administration of the Plan in accordance
with its provisions. The Committee shall have the power to interpret the Plan, the Program and the Award Agreement, and to adopt
such rules for the administration, interpretation and application of the Plan as are not inconsistent therewith, to interpret,
amend or revoke any such rules and to amend any Program or Award Agreement; provided that the rights or obligations of the
Holder of the Award that is the subject of any such Program or Award Agreement are not affected adversely by such amendment, unless
the consent of the Holder is obtained or such amendment is otherwise permitted under Section 12.5 or Section 14.10. Any such grant
or award under the Plan need not be the same with respect to each Holder. Any such interpretations and rules with respect to Incentive
Stock Options shall be consistent with the provisions of Section 422 of the Code. In its sole discretion, the Board may at any
time and from time to time exercise any and all rights and duties of the Committee under the Plan except with respect to matters
which under Rule 16b-3 under the Exchange Act or any successor rule, or Section 162(m) of the Code, or any regulations or rules
issued thereunder, or the rules of any securities exchange or automated quotation system on which the Shares are listed, quoted
or traded are required to be determined in the sole discretion of the Committee.


 


13.3 Action by the
Committee. Unless otherwise established by the Board or in any charter of the Committee, a majority of the Committee shall
constitute a quorum and the acts of a majority of the members present at any meeting at which a quorum is present, and acts approved
in writing by all members of the Committee in lieu of a meeting, shall be deemed the acts of the Committee. Each member of the
Committee is entitled to, in good faith, rely or act upon any report or other information furnished to that member by any officer
or other employee of the Company or any Affiliate, the Company’s independent certified public accountants, or any executive
compensation consultant or other professional retained by the Company to assist in the administration of the Plan.


 


13.4 Authority of
Administrator. Subject to the Company’s Bylaws, the Committee’s Charter and any specific designation in the Plan,
the Administrator has the exclusive power, authority and sole discretion to:


 


(a) Designate Eligible
Individuals to receive Awards;


 


(b) Determine the type
or types of Awards to be granted to each Eligible Individual;


 


(c) Determine the number
of Awards to be granted and the number of Shares to which an Award will relate;


 


(d) Determine the terms
and conditions of any Award granted pursuant to the Plan, including, but not limited to, the exercise price, grant price, purchase
price, any Performance Criteria, any restrictions or limitations on the Award, any schedule for vesting, lapse of forfeiture restrictions
or restrictions on the exercisability of an Award, and accelerations or waivers thereof, and any provisions related to non-competition
and recapture of gain on an Award, based in each case on such considerations as the Administrator in its sole discretion determines;


 






    	 	24	 



     


    

 


(e) Determine whether,
to what extent, and pursuant to what circumstances an Award may be settled in, or the exercise price of an Award may be paid in
cash, Shares, other Awards, or other property, or an Award may be canceled, forfeited, or surrendered;


 


(f) Prescribe the form
of each Award Agreement, which need not be identical for each Holder;


 


(g) Decide all other
matters that must be determined in connection with an Award;


 


(h) Establish, adopt,
or revise any rules and regulations as it may deem necessary or advisable to administer the Plan;


 


(i) Interpret the terms
of, and any matter arising pursuant to, the Plan, any Program or any Award Agreement;


 


(j) Make all other decisions
and determinations that may be required pursuant to the Plan or as the Administrator deems necessary or advisable to administer
the Plan; and


 


(k) Accelerate wholly
or partially the vesting or lapse of restrictions of any Award or portion thereof at any time after the grant of an Award, subject
to whatever terms and conditions it selects and Section 14.2.


 


13.5 Decisions Binding.
The Administrator’s interpretation of the Plan, any Awards granted pursuant to the Plan, any Program, any Award Agreement
and all decisions and determinations by the Administrator with respect to the Plan are final, binding and conclusive on all parties.


 


13.6 Delegation
of Authority. To the extent permitted by Applicable Law, the Board or Committee may from time to time delegate to a committee
of one or more members of the Board or one or more officers of the Company the authority to grant or amend Awards or to take other
administrative actions pursuant to this Article 13; provided, however, that in no event shall an officer
of the Company be delegated the authority to grant awards to, or amend awards held by, the following individuals: (a) individuals
who are subject to Section 16 of the Exchange Act, (b) Covered Employees or (c) officers of the Company (or Directors) to whom
authority to grant or amend Awards has been delegated hereunder; provided, further, that any delegation of administrative
authority shall only be permitted to the extent it is permissible under Section 162(m) of the Code and other Applicable Law. Any
delegation hereunder shall be subject to the restrictions and limits that the Board or Committee specifies at the time of such
delegation, and the Board may at any time rescind the authority so delegated or appoint a new delegatee. At all times, the delegatee
appointed under this Section 13.6 shall serve in such capacity at the pleasure of the Board and the Committee, as applicable, and
the Board or the Committee may abolish any committee at any time and/or re-vest in itself any previously delegated authority.


 


 



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ARTICLE 14.


 


MISCELLANEOUS PROVISIONS


 


14.1 Amendment,
Suspension or Termination of the Plan. Except as otherwise provided in this Section 14.1, the Plan may be wholly or partially
amended or otherwise modified, suspended or terminated at any time or from time to time by the Board or the Committee. However,
without approval of the Company’s stockholders given within twelve (12) months before or after the action by the Administrator,
no action of the Administrator may, except as provided in Section 14.2, (a) increase the limits imposed in Section 3.1 on the maximum
number of Shares which may be issued under the Plan or increase the Director Limit, (b) reduce the price per share of any outstanding
Option or Stock Appreciation Right granted under the Plan or take any action prohibited under Section 12.6, or (c) cancel any Option
or Stock Appreciation Right in exchange for cash or another Award when the Option or Stock Appreciation Right price per share exceeds
the Fair Market Value of the underlying Shares. Except as provided in Section 12.5 and Section 14.10, no amendment, suspension
or termination of the Plan shall, without the consent of the Holder, impair any rights or obligations under any Award theretofore
granted or awarded, unless the Award itself otherwise expressly so provides. No Awards may be granted or awarded during any period
of suspension or after termination of the Plan, and notwithstanding anything herein to the contrary, in no event may any Award
be granted under the Plan after the tenth (10th) anniversary of the Effective Date (the “Expiration Date”).
Any Awards that are outstanding on the Expiration Date shall remain in force according to the terms of the Plan and the applicable
Award Agreement.


 


14.2 Changes in
Common Stock or Assets of the Company, Acquisition or Liquidation of the Company and Other Corporate Events.


 


(a) In the event of any
stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution (other than normal
cash dividends) of Company assets to stockholders, or any other change affecting the Shares of the Company’s stock or the
share price of the Company’s stock other than an Equity Restructuring, the Administrator may make equitable adjustments,
if any, to reflect such change with respect to: (i) the aggregate number and kind of Shares that may be issued under the Plan (including,
but not limited to, adjustments of the limitations in Sections 3.1 and 3.3 on the maximum number and kind of Shares which may be
issued under the Plan, and adjustments of the Award Limit or Director Limit); (ii) the number and kind of Shares (or other securities
or property) subject to outstanding Awards; (iii) the number and kind of Shares (or other securities or property) for which automatic
grants are subsequently to be made to new and continuing Non-Employee Directors pursuant to Section 4.6; (iv) the terms and conditions
of any outstanding Awards (including, without limitation, any applicable performance targets or criteria with respect thereto);
and (v) the grant or exercise price per share for any outstanding Awards under the Plan. Any adjustment affecting an Award intended
as Performance-Based Compensation shall be made consistent with the requirements of Section 162(m) of the Code.


 


(b) In the event of any
transaction or event described in Section 14.2(a) or any unusual or nonrecurring transactions or events affecting the Company,
any Affiliate of the Company, or the financial statements of the Company or any Affiliate, or of changes in Applicable Law or accounting
principles, the Administrator, in its sole discretion, and on such terms and conditions as it deems appropriate, either by the
terms of the Award or by action taken prior to the occurrence of such transaction or event and either automatically or upon the
Holder’s request, is hereby authorized to take any one or more of the following actions whenever the Administrator determines
that such action is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be
made available under the Plan or with respect to any Award under the Plan, to facilitate such transactions or events or to give
effect to such changes in laws, regulations or principles:


 


(i) To provide for
either (A) termination of any such Award in exchange for an amount of cash, if any, equal to the amount that would have been attained
upon the exercise of such Award or realization of the Holder’s rights (and, for the avoidance of doubt, if as of the date
of the occurrence of the transaction or event described in this Section 14.2 the Administrator determines in good faith that no
amount would have been attained upon the exercise of such Award or realization of the Holder’s rights, then such Award may
be terminated by the Company without payment) or (B) the replacement of such Award with other rights or property selected by the
Administrator, in its sole discretion, having an aggregate value not exceeding the amount that could have been attained upon the
exercise of such Award or realization of the Holder’s rights had such Award been currently exercisable or payable or fully
vested;


 






    	 	26	 



     


    

 


(ii) To provide that
such Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for
by similar options, rights or awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof,
with appropriate adjustments as to the number and kind of shares and prices;


 


(iii) To make adjustments
in the number and type of Shares of the Company’s stock (or other securities or property) subject to outstanding Awards,
and in the number and kind of outstanding Restricted Stock and/or in the terms and conditions of (including the grant or exercise
price), and the criteria included in, outstanding Awards and Awards which may be granted in the future;


 


(iv) To provide that
such Award shall be exercisable or payable or fully vested with respect to all Shares covered thereby, notwithstanding anything
to the contrary in the Plan or the applicable Program or Award Agreement; and


 


(v) To provide that
the Award cannot vest, be exercised or become payable after such event.


 


(c) In connection with
the occurrence of any Equity Restructuring, and notwithstanding anything to the contrary in Section 14.2(a) and 14.2(b):


 


(i) The number and
type of securities subject to each outstanding Award and the exercise price or grant price thereof, if applicable, shall be equitably
adjusted; and/or


 


(ii) The Administrator
shall make such equitable adjustments, if any, as the Administrator, in its sole discretion, may deem appropriate to reflect such
Equity Restructuring with respect to the aggregate number and kind of Shares that may be issued under the Plan (including, but
not limited to, adjustments of the limitations in Sections 3.1 and 3.3 on the maximum number and kind of Shares which may be issued
under the Plan, and adjustments of the Award Limit or Director Limit). The adjustments provided under this Section 14.2(c) shall
be nondiscretionary and shall be final and binding on the affected Holder and the Company.


 


(d) Notwithstanding any
other provision of the Plan, in the event of a Change in Control, each outstanding Award shall continue in effect or be assumed
or an equivalent Award substituted by the successor corporation or a parent or subsidiary of the successor corporation.


 


(e) In the event that
the successor corporation in a Change in Control refuses to assume or substitute for the Award, the Administrator may cause any
or all of such Awards to become fully exercisable immediately prior to the consummation of such transaction and all forfeiture
restrictions on any or all of such Awards to lapse. If an Award is exercisable in lieu of assumption or substitution in the event
of a Change in Control, the Administrator shall notify the Holder that the Award shall be fully exercisable for a period of fifteen
(15) days from the date of such notice, contingent upon the occurrence of the Change in Control, and the Award shall terminate
upon the expiration of such period.


 






    	 	27	 



     


    

 


(f) For the purposes
of this Section 14.2, an Award shall be considered assumed if, following the Change in Control, the Award confers the right to
purchase or receive, for each Share subject to the Award immediately prior to the Change in Control, the consideration (whether
stock, cash, or other securities or property) received in the Change in Control by holders of Common Stock for each Share held
on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen
by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in
the Change in Control was not solely common stock of the successor corporation or its parent, the Administrator may, with the consent
of the successor corporation, provide for the consideration to be received upon the exercise of the Award, for each Share subject
to an Award, to be solely common stock of the successor corporation or its parent equal in fair market value to the per-share consideration
received by holders of Common Stock in the Change in Control.


 


(g) The Administrator,
in its sole discretion, may include such further provisions and limitations in any Award, agreement or certificate, as it may deem
equitable and in the best interests of the Company that are not inconsistent with the provisions of the Plan.


 


(h) With respect to Awards
which are granted to Covered Employees and are intended to qualify as Performance-Based Compensation, no adjustment or action described
in this Section 14.2 or in any other provision of the Plan shall be authorized to the extent that such adjustment or action would
cause such Award to fail to so qualify as Performance-Based Compensation, unless the Administrator determines that the Award should
not so qualify. No adjustment or action described in this Section 14.2 or in any other provision of the Plan shall be authorized
to the extent that such adjustment or action would cause the Plan to violate Section 422(b)(1) of the Code. Furthermore, no such
adjustment or action shall be authorized to the extent such adjustment or action would result in short-swing profits liability
under Section 16 or violate the exemptive conditions of Rule 16b-3 unless the Administrator determines that the Award is not to
comply with such exemptive conditions.


 


(i) The existence of
the Plan, the Program, the Award Agreement and the Awards granted hereunder shall not affect or restrict in any way the right or
power of the Company or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or
other change in the Company’s capital structure or its business, any merger or consolidation of the Company, any issue of
stock or of options, warrants or rights to purchase stock or of bonds, debentures, preferred or prior preference stocks whose rights
are superior to or affect the Common Stock or the rights thereof or which are convertible into or exchangeable for Common Stock,
or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any
other corporate act or proceeding, whether of a similar character or otherwise.


 


(j) No action shall be
taken under this Section 14.2 which shall cause an Award to fail to be exempt from or comply with Section 409A of the Code or the
Treasury Regulations thereunder.


 


(k) In the event of any
pending stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution (other than
normal cash dividends) of Company assets to stockholders, or any other change affecting the Shares or the share price of the Common
Stock including any Equity Restructuring, for reasons of administrative convenience, the Company, in its sole discretion, may refuse
to permit the exercise of any Award during a period of up to thirty (30) days prior to the consummation of any such transaction.


 


14.3 Approval of
Plan by Stockholders. The Plan (as amended and restated) will be submitted for the approval of the Company’s stockholders
within twelve (12) months after the date of the Board’s initial adoption of the Plan (as amended and restated).


 






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14.4 No Stockholders
Rights. Except as otherwise provided herein, a Holder shall have none of the rights of a stockholder with respect to Shares
covered by any Award until the Holder becomes the record owner of such Shares.


 


14.5 Paperless Administration.
In the event that the Company establishes, for itself or using the services of a third party, an automated system for the documentation,
granting or exercise of Awards, such as a system using an internet website or interactive voice response, then the paperless documentation,
granting or exercise of Awards by a Holder may be permitted through the use of such an automated system.


 


14.6 Effect of Plan
upon Other Compensation Plans. The adoption of the Plan shall not affect any other compensation or incentive plans in effect
for the Company or any Affiliate. Nothing in the Plan shall be construed to limit the right of the Company or any Affiliate: (a)
to establish any other forms of incentives or compensation for Employees, Directors or Consultants of the Company or any Affiliate,
or (b) to grant or assume options or other rights or awards otherwise than under the Plan in connection with any proper corporate
purpose including without limitation, the grant or assumption of options in connection with the acquisition by purchase, lease,
merger, consolidation or otherwise, of the business, stock or assets of any corporation, partnership, limited liability company,
firm or association.


 


14.7 Compliance
with Laws. The Plan, the granting and vesting of Awards under the Plan and the issuance and delivery of Shares and the payment
of money under the Plan or under Awards granted or awarded hereunder are subject to compliance with all Applicable Law (including
but not limited to state, federal and foreign securities law and margin requirements), and to such approvals by any listing, regulatory
or governmental authority as may, in the opinion of counsel for the Company, be necessary or advisable in connection therewith.
Any securities delivered under the Plan shall be subject to such restrictions, and the person acquiring such securities shall,
if requested by the Company, provide such assurances and representations to the Company as the Company may deem necessary or desirable
to assure compliance with all Applicable Law. To the extent permitted by Applicable Law, the Plan and Awards granted or awarded
hereunder shall be deemed amended to the extent necessary to conform to Applicable Law.


 


14.8 Titles and
Headings, References to Sections of the Code or Exchange Act. The titles and headings of the Sections in the Plan are for convenience
of reference only and, in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control.
References to sections of the Code or the Exchange Act shall include any amendment or successor thereto.


 


14.9 Governing Law.
The Plan and any agreements hereunder shall be administered, interpreted and enforced under the internal laws of the State of Delaware
without regard to conflicts of laws thereof or of any other jurisdiction.


 


14.10 Section 409A.


 


(a) General. To the extent
that the Administrator determines that any Award granted under the Plan is subject to Section 409A of the Code, the Program pursuant
to which such Award is granted and the Award Agreement evidencing such Award shall incorporate the terms and conditions required
by Section 409A of the Code. To the extent applicable, the Plan, the Program and any Award Agreements shall be interpreted in accordance
with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including
without limitation any such regulations or other guidance that may be issued after the Effective Date. Notwithstanding any provision
of the Plan to the contrary, in the event that following the Effective Date the Administrator determines that any Award may be
subject to Section 409A of the Code and related Department of Treasury guidance (including such Department of Treasury guidance
as may be issued after the Effective Date), the Administrator may adopt such amendments to the Plan and the applicable Program
and Award Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect),
or take any other actions, that the Administrator determines are necessary or appropriate to (a) exempt the Award from Section
409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (b) comply with
the requirements of Section 409A of the Code and related Department of Treasury guidance and thereby avoid the application of any
penalty taxes under such Section.


 






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(b) Separation from Service.
If an Award constitutes “nonqualified deferred compensation” under Section 409A of the Code, any payment or settlement
of such Award upon a Holder’s Termination of Service will, to the extent necessary to avoid taxes under Section 409A
of the Code, be made only upon the Holder’s “separation from service” (within the meaning of Section 409A
of the Code), whether such “separation from service” occurs upon or after the Holder’s Termination of Service.
For purposes of this Plan or any Award Agreement relating to any such payments or benefits, references to a “termination,”
“termination of employment” or like terms means a “separation from service.”


 


(c) Payments to Specified
Employees. Notwithstanding any contrary provision in the Plan or any Award Agreement, any payment(s) of “nonqualified deferred
compensation” required to be made under an Award to a “specified employee” (as defined under Section 409A
of the Code and as the Administrator determines) due to his or her “separation from service” will, to the extent necessary
to avoid taxes under Section 409A(a)(2)(B)(i) of the Code, be delayed for the six-month period immediately following such
“separation from service” (or, if earlier, until the specified employee’s death) and will instead be paid (as
set forth in the Award Agreement) on the day immediately following such six-month period or as soon as administratively practicable
thereafter (without interest). Any payments of “nonqualified deferred compensation” under such Award payable more than
six months following the Holder’s “separation from service” will be paid at the time or times the payments are
otherwise scheduled to be made.


 


14.11 No Rights
to Awards. No Eligible Individual or other person shall have any claim to be granted any Award pursuant to the Plan, and neither
the Company nor the Administrator is obligated to treat Eligible Individuals, Holders or any other persons uniformly.


 


14.12 Unfunded Status
of Awards. The Plan is intended to be an “unfunded” plan for incentive compensation. With respect to any payments
not yet made to a Holder pursuant to an Award, nothing contained in the Plan or any Program or Award Agreement shall give the Holder
any rights that are greater than those of a general creditor of the Company or any Affiliate.


 


14.13 Indemnification.
To the extent allowable pursuant to Applicable Law, each member of the Committee or of the Board shall be indemnified and held
harmless by the Company from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such member
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 or failure to act pursuant to the Plan and against and from any and all amounts paid
by him or her in satisfaction of judgment in such action, suit, or proceeding against him or her; provided he or she gives
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. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification
to which such persons may be entitled pursuant to the Company’s Articles of Incorporation or Bylaws, as a matter of law,
or otherwise, or any power that the Company may have to indemnify them or hold them harmless.


 


14.14 Relationship
to other Benefits. No payment pursuant to the Plan shall be taken into account in determining any benefits under any pension,
retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Affiliate except to the
extent otherwise expressly provided in writing in such other plan or an agreement thereunder.


 


14.15 Expenses.
The expenses of administering the Plan shall be borne by the Company and its Affiliates.


 






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