Exhibit 10.1


 


UNITED THERAPEUTICS CORPORATION

AMENDED AND RESTATED

2015 STOCK INCENTIVE PLAN


 


(effective June 26,
2020) 


1.            Purpose


 


The purpose of the United Therapeutics Corporation
Amended and Restated 2015 Stock Incentive Plan (this “Plan”) is to advance the interests of United Therapeutics
Corporation (the “Company”) by stimulating the efforts of employees, officers, non-employee directors and other
service providers, in each case who are selected to be participants, by heightening the desire of such persons to continue working
toward and contributing to the success and progress of the Company. This Plan amends and restates, effective June 26, 2020 (the
 “Effective Date”), the Amended and Restated United Therapeutics Corporation 2015 Stock Incentive Plan, which was approved
by stockholders on June 26, 2019, and which amended and restated the United Therapeutics Corporation 2015 Stock Incentive Plan
(the “Original 2015 Plan”). The Original 2015 Plan was approved by shareholders on June 26, 2015 (the “Original
Effective Date”), and superseded the Company’s Amended and Restated Equity Incentive Plan (as amended effective as
of September 24, 2004) (the “Prior Plan”). This Plan provides for the grant of Incentive and Nonqualified Stock Options,
Stock Appreciation Rights, Restricted Stock, Restricted Stock Units and Stock Awards, any of which may be performance-based, and
for Incentive Bonuses, which may be paid in cash or stock or a combination thereof, as determined by the Administrator. No new
awards were to be issued under the Prior Plan following the Original Effective Date, but outstanding awards under the Prior Plan
as of the Original Effective Date shall continue to be governed by the Prior Plan. The Plan is hereby amended and restated effective
as of the Effective Date to increase the number of Shares issuable pursuant to Awards.


 


2.            Definitions


 


As used in the Plan, the following terms
shall have the meanings set forth below:


 


(a)              
“Act” means the Securities Exchange Act of 1934, as amended.


 


(b)              
“Administrator” means the Administrator of the Plan in accordance with Section 19.


 


(c)              
“Affiliate” means, with respect to any entity, any other corporation, organization, association, partnership,
sole proprietorship or other type of entity, whether incorporated or unincorporated, directly or indirectly controlling or controlled
by or under direct or indirect common control with such entity.


 


(d)              
“Award” means an Incentive Stock Option, Nonqualified Stock Option, Stock Appreciation Right, Restricted Stock,
Restricted Stock Unit, Stock Award or Incentive Bonus granted to a Participant pursuant to the provisions of the Plan, any of which
the Administrator may structure to qualify in whole or in part as a Performance Award.


 






     


     


    

 


(e)              
 “Award Agreement” means a written agreement or other instrument as may be approved from time to time by the
Administrator implementing the grant of each Award. An Agreement may be in the form of an agreement to be executed by both the
Participant and the Company (or an authorized representative of the Company) or certificates, notices or similar instruments
as approved by the Administrator.


 


(f)               
“Board” means the board of directors of the Company.


 


(g)              
“Cause” has the meaning specified in the Participant’s employment agreement (if any) or otherwise means
(1) any act of personal dishonesty taken by the Participant in connection with his or her responsibilities as an employee or other
service provider and intended to result in substantial personal enrichment of the Participant; (2) the Participant’s conviction
of a felony; (3) an act by the Participant which constitutes willful or gross misconduct and which is demonstrably and materially
injurious to the Company; or (4) continued substantial willful violations by the Participant of the Participant’s duties
after there has been delivered to the Participant a written demand for performance from the Company which specifically sets forth
the factual basis for the Company's belief that the Participant has not substantially performed his or her duties.


 


(h)              
“Change in Control” means, and shall be deemed to have occurred:


 


(1)       if
any person or group (as used in Section 13(d) of the Act) (other than the Company, any trustee or other fiduciary holding securities
under an employee benefit plan of the Company, or any company owned, directly or indirectly, by the shareholders of the Company
in substantially the same proportions as their ownership of stock of the Company) becomes the “beneficial owner” (as
defined in Rule 13d-3 under the Act) of securities of the Company representing more than 30% of (a) the Shares then outstanding
or (b) the combined voting power (other than in the election of directors) of all voting securities of the Company then outstanding;
or


 


(2)       if,
during any period of 24 consecutive months, individuals who at the beginning of such period constituted the Board, and any director
whose election or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds (2/3)
of the directors then still in office who either were directors at the beginning of the period or whose election or nomination
for election was previously so approved (the “Incumbent Board”), cease for any reason (other than death or disability)
to constitute at least a majority thereof; or


 






    2


     


    

 


(3)       upon
the consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving the
Company or any of its subsidiaries unless, following such event, (A) all or substantially all of the individuals and entities
that were the beneficial owners of the Company’s common stock or the combined voting power of all voting securities of
the Company immediately prior to such transaction beneficially own, directly or indirectly, more than 50% of the
then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) and the combined voting power
of the then-outstanding voting securities entitled to vote generally in the election of directors (or, for a non-corporate
entity, equivalent governing body), as the case may be, of the entity resulting from such transaction (including, without
limitation, an entity that, as a result of such transaction, owns the Company either directly or through one or more
subsidiaries) in substantially the same proportions as their ownership immediately prior to such transaction of the
Company’s common stock or voting securities, as the case may be, (B) no person (excluding any corporation resulting
from such transaction or any employee benefit plan (or related trust) of the Company or such corporation resulting from such
transaction) beneficially owns, directly or indirectly, 30% or more of, respectively, the then-outstanding shares of common
stock of the corporation resulting from such transaction or the combined voting power of the then-outstanding voting
securities of such corporation, except to the extent that such ownership existed prior to the transaction, and (C) at least a
majority of the members of the board of directors (or, for a non-corporate entity, equivalent governing body) of the entity
resulting from such transaction were members of the Incumbent Board at the time of the execution of the initial agreement or
of the action of the Board providing for such transaction; or


 


(4)       upon
the complete liquidation of the Company or the sale or disposition by the Company of all or substantially all of the Company’s
assets, other than a liquidation of the Company into a wholly-owned subsidiary.


 


(i)                
“Code” means the Internal Revenue Code of 1986, as amended from time to time, and the rulings and regulations
issued thereunder.


 


(j)                
“Company” means United Therapeutics Corporation.


 


(k)              
“Disability” means, in the Company’s reasonable judgment, either (a) the Participant has been unable to
perform the Participant’s duties because of a physical or mental impairment for 80% or more of the normal working days during
six consecutive calendar months or 50% or more of the normal working days during twelve consecutive calendar months, or (b) the
Participant has become totally and permanently incapable of performing the usual duties of his or her employment with the Company
on account of a physical or mental impairment.


 


(l)                
“Fair Market Value” means, as of any date, the closing price of a Share on the principal exchange on which Shares
are then trading, if any (or as reported on any composite index which includes such principal exchange). If Shares are not traded
as of a particular date, the Fair Market Value of a Share as of such date shall be the closing price on the preceding trading date.
If Shares not publicly traded on an exchange and not quoted on Nasdaq or a successor quotation system, the Fair Market Value of
a Share shall be established by the Administrator in good faith.


 


(m)            
“Incentive Bonus” means a bonus opportunity awarded under Section 10 pursuant to which a Participant may
become entitled to receive an amount based on satisfaction of such performance criteria as are specified in the Award Agreement
or otherwise.


 


(n)              
“Incentive Stock Option” means a stock option that is intended to qualify as an “incentive stock option”
within the meaning of Section 422 of the Code.


 






    3


     


    

 


(o)              
 “Nonemployee Director” means each person who is, or is elected to be, a member of the Board and who is not
an employee of the Company or any Subsidiary.


 


(p)              
“Nonqualified Stock Option” means a stock option that is not intended to qualify as an “incentive stock
option” within the meaning of Section 422 of the Code.


 


(q)              
“Option” means an Incentive Stock Option and/or a Nonqualified Stock Option granted pursuant to Section 6
of the Plan.


 


(r)               
“Participant” means any individual described in Section 3 to whom Awards have been granted from time to
time by the Administrator and any authorized transferee of such individual.


 


(s)               
“Person” has the same meaning as set forth in Sections 13(d) and 14(d)(2) of the Act.


 


(t)                
“Performance Award” means an Award, the grant, issuance, retention, vesting or settlement of which is subject
to satisfaction of one or more Qualifying Performance Criteria established pursuant to Section 14.


 


(u)              
“Plan” means the 2015 United Therapeutics Corporation Stock Incentive Plan as set forth herein and as amended
from time to time.


 


(v)              
“Qualifying Performance Criteria” has the meaning set forth in Section 14(b).


 


(w)            
“Restricted Stock” means Shares granted pursuant to Section 8 of the Plan.


 


(x)              
“Restricted Stock Unit” means an Award granted to a Participant pursuant to Section 8 pursuant to which
Shares or cash in lieu thereof may be issued in the future.


 


(y)              
“Share” means a share of the Company’s par value common stock, subject to adjustment as provided in Section 13.


 


(z)              
“Stock Appreciation Right” means a right granted pursuant to Section 7 of the Plan that entitles the Participant
to receive, in cash or Shares or a combination thereof, as determined by the Administrator, value equal to or otherwise based on
the excess of (i) the Fair Market Value of a specified number of Shares at the time of exercise over (ii) the exercise
price of the right, as established by the Administrator on the date of grant.


 


(aa)           
“Stock Award” means an award of Shares to a Participant pursuant to Section 9 of the Plan.


 






    4


     


    

 


(bb)           “Subsidiary”
means any corporation (other than the Company), limited liability company or other form of entity in an unbroken chain
of entities beginning with the Company where each of the entities in the unbroken chain other than the last entity owns stock
possessing at least 50 percent or more of the total combined voting power of all classes of stock in one of the other
entities in the chain, and if specifically determined by the Administrator in the context other than with respect to
Incentive Stock Options, may include an entity in which the Company has a significant ownership interest or that is directly
or indirectly controlled by the Company.


 


(cc)           
“Substitute Awards” means Awards granted or Shares issued by the Company in assumption of, or in substitution
or exchange for, awards previously granted, or the right or obligation to make future awards, by a company acquired by the Company
or any Subsidiary or with which the Company or any Subsidiary combines.


 


(dd)          
“Termination of Employment” means ceasing to serve as an employee of the Company and its Subsidiaries or, with
respect to a Nonemployee Director or other non-employee service provider, ceasing to serve as such for the Company, except that
with respect to all or any Awards held by a Participant (i) the Administrator may determine that a transition of employment
to service with a partnership, joint venture or corporation not meeting the requirements of a Subsidiary in which the Company or
a Subsidiary is a party is not considered a Termination of Employment, (ii) unless otherwise determined by the Administrator,
service as a member of the Board or other service provider shall not be deemed to constitute continued employment with respect
to Awards granted to a Participant while he or she served as an employee, (iii) service as an employee of the Company or a
Subsidiary shall constitute continued employment with respect to Awards granted to a Participant while he or she served as a member
of the Board or other service provider, and (iv) the Administrator may determine that an approved leave of absence or approved
employment on a less than full-time basis is considered a Termination of Employment. The Administrator shall determine whether
any corporate transaction, such as a sale or spin-off of a division or subsidiary that employs a Participant, shall be deemed to
result in a Termination of Employment with the Company and its Subsidiaries for purposes of any affected Participant’s Awards,
and the Administrator’s decision shall be final and binding.


 


3.            
Eligibility


 


Any person who is a current or prospective
officer or employee of the Company or of any Subsidiary shall be eligible for selection by the Administrator for the grant of Awards
hereunder. In addition, Nonemployee Directors and any other service providers who have been retained to provide consulting, advisory
or other services to the Company or to any Subsidiary shall be eligible for the grant of Awards hereunder as determined by the
Administrator. Options intended to qualify as Incentive Stock Options may only be granted to employees of the Company or any Subsidiary,
as selected by the Administrator.


 






    5


     


    

 


4.             Effective
Date and Termination of Plan


 


The Original 2015 Plan was adopted by
the Board as of April 29, 2015 and approved by shareholders on the Original Effective Date. This Plan hereby amends and
restates the Plan as previously amended and restated effective as of June 26, 2019 as of the Effective Date. All Awards
granted under this Plan in excess of the aggregate limitation approved by shareholders at the 2019 annual meeting of
shareholders are subject to, and may not be exercised before, the approval of this Plan by the shareholders prior to the
first anniversary of the date the Board adopts the Plan, by the affirmative vote of the holders of a majority of the
outstanding Shares of the Company present, or represented by proxy, and entitled to vote, at a meeting of the Company’s
shareholders or by written consent in accordance with the laws of the State of Delaware; provided that if such approval by
the shareholders of the Company is not forthcoming, all Awards previously granted under this Plan in excess of the aggregate
limitation approved by shareholders at the 2019 annual meeting of shareholders shall be void. The Plan shall remain available
for the grant of Awards until April 29, 2030. Notwithstanding the foregoing, the Plan may be terminated at such earlier time
as the Board may determine. Termination of the Plan will not affect the rights and obligations of the Participants and the
Company arising under Awards theretofore granted and then in effect.


 


5.             Shares Subject to the Plan and to Awards


 


(a)              
Aggregate Limits. The aggregate number of Shares issuable pursuant to all Awards shall not exceed 10,000,000; provided
that (i) any Shares granted under Options or Stock Appreciation Rights shall be counted against this limit on a one-for-one
basis, and (ii) any Shares granted prior to March 17, 2020, as Awards other than Options or Stock Appreciation Rights shall be
counted against this limit as 2.14 Shares for every one (1) Share subject to such Award and (iii) any Shares granted on or
after March 17, 2020, as Awards other than Options or Stock Appreciation Rights shall be counted against this limit as 1.35 Shares
for every one (1) Share subject to such Award. The aggregate number of Shares available for grant under this Plan and the number
of Shares subject to outstanding Awards shall be subject to adjustment as provided in Section 13. The Shares issued pursuant to
Awards granted under this Plan may be shares that are authorized and unissued or shares that were reacquired by the Company, including
shares purchased in the open market.


 


(b)              
Issuance of Shares. For purposes of Section 5(a), the aggregate number of Shares issued under this Plan at any
time shall equal only the number of Shares actually issued upon exercise or settlement of an Award. Notwithstanding the foregoing,
Shares subject to an Award under the Plan may not again be made available for issuance under the Plan if such Shares are: (i) Shares
that were subject to a stock-settled Stock Appreciation Right and were not issued upon the net settlement or net exercise of such
Stock Appreciation Right, (ii) Shares used to pay the exercise price of an Option, (iii) Shares delivered to or withheld
by the Company to pay the withholding taxes related to an Award, or (iv) Shares repurchased on the open market with the proceeds
of an Option exercise. Shares subject to Awards that have been canceled, expired, forfeited or otherwise not issued under an Award
and Shares subject to Awards settled in cash shall not count as Shares issued under this Plan. Any Shares that were subject to
Options or Stock Appreciation Rights and that again become available for Awards under the Plan pursuant to this Section shall be
added as one (1) Share for every one (1) Share subject to such Options or Stock Appreciation Rights. Any Shares that were subject
to Awards other than Options or Stock Appreciation Rights that again become available for Awards under the Plan pursuant to this
Section shall (i) prior to March 17, 2020 be added as 2.14 Shares for every one (1) Share subject to such Awards and (ii) from
and after March 17, 2020, be added as 1.35 Shares for every one (1) Share subject to such Awards.


 






    6


     


    

 


(c)               Individual
and Tax Code Limits. The aggregate number of Shares subject to Awards granted under this Plan during any calendar year to
any one Participant shall not exceed 1,000,000, which number shall be calculated and adjusted pursuant to Section 13,
but which number shall not count any tandem SARs (as defined in Section 7). The aggregate number of Shares that may be
issued pursuant to the exercise of Incentive Stock Options granted under this Plan shall not exceed 10,000,000, which number
shall be calculated and adjusted pursuant to Section 13 only to the extent that such calculation or adjustment will not
affect the status of any option intended to qualify as an Incentive Stock Option under Section 422 of the Code. The
maximum cash amount payable pursuant to that portion of an Incentive Bonus granted in any calendar year to any Participant
under this Plan shall not exceed $5,000,000.


 


(d)           
Director Awards.


 


(1)            The aggregate dollar value of Awards (based on the aggregate accounting value on the date of grant) granted pursuant to
this Plan during any calendar year to any Nonemployee Director shall not exceed $400,000 for annual equity grants (plus, for the
year an individual first becomes a Nonemployee Director (x) an initial equity grant valued at $400,000, plus (y) a pro-rata portion
of the $400,000 annual equity-based award value based on the number of months remaining in the Board service year at the date of
grant), payable in Options, Restricted Stock Units, or a split evenly between Options and Restricted Stock Units, based on an election
by the Nonemployee Director. Such dollar limits shall be converted into a number of Awards as follows:


 


(A)            
Options: The number of Options shall be calculated by dividing the equity value (e.g., $400,000) by the fair value
of each Option, calculated in accordance with the Black-Scholes methodology utilized by the Company in calculating share-based
compensation for financial reporting purposes. Black-Scholes inputs shall be the same as those used in the Company’s
most recent quarterly report on Form 10-Q or Annual Report on Form 10-K, except that the Share price input shall be the
average closing price of the Shares over a recent time period prior to the date of grant (May 10 through June 10, in
the case of annual grants made in June).


 


(B)             
Restricted Stock Units: The number of Restricted Stock Units shall be calculated by dividing the equity value (e.g.,
$400,000) by the average closing price of the Shares over a recent time period prior to the date of grant (May 10 through
June 10, in the case of annual grants paid in June).


 


(C)             
Rounding: The resulting number of Options and/or Restricted Stock Units, calculated as above, shall be rounded to
the nearest 10 Shares.


 


(2)               In
addition, the amount of cash compensation paid or payable by the Company to a Nonemployee Director with respect to any
calendar year shall not exceed $60,000 (with additional cash compensation of $35,000 for the lead independent director,
$25,000 for each committee chairmanship, and $15,000 for each other committee membership), plus a pro-rated portion of the
aggregate cash compensation for the roles in which the Nonemployee Director serves for the year an individual first becomes a
Nonemployee Director, to reflect the number of months then remaining in the Board service year as of the date the individual
becomes a Nonemployee Director. For the avoidance of doubt, cash compensation shall be counted towards the limit specified in
this subclause in the year earned (regardless of whether deferred), and any interest or other earnings on such compensation
shall not count towards the limit.


 






    7


     


    

 


(e)              
Substitute Awards. Substitute Awards shall not reduce the Shares authorized for issuance under the Plan or authorized
for grant to a Participant in any calendar year. Additionally, in the event that a company acquired by the Company or any Subsidiary,
or with which the Company or any Subsidiary combines, has shares available under a pre-existing plan approved by shareholders 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 issuance
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 employees, directors or other service providers of such acquired or combined company before such acquisition or combination.


 


6.            Options


 


(a)              
Option Awards. Options may be granted at any time and from time to time prior to the termination of the Plan to Participants
as determined by the Administrator. No Participant shall have any rights as a shareholder with respect to any Shares subject to
Options hereunder until said Shares have been issued. Each Option shall be evidenced by an Award Agreement. Options granted pursuant
to the Plan need not be identical but each Option must contain and be subject to the terms and conditions set forth below.


 


(b)              
Price. The Administrator will establish the exercise price per Share under each Option, which, in no event will be
less than the Fair Market Value of the Shares on the date of grant; provided, however, that the exercise price per Share with respect
to an Option that is granted in connection with a merger or other acquisition as a substitute or replacement award for options
held by optionees of the acquired entity may be less than 100% of the Fair Market Value of the Shares on the date such Option is
granted if such exercise price is based on a formula set forth in the terms of the options held by such optionees or in the terms
of the agreement providing for such merger or other acquisition. The exercise price of any Option may be paid in Shares, cash or
a combination thereof, as determined by the Administrator, including an irrevocable commitment by a broker to pay over such amount
from a sale of the Shares issuable under an Option, the delivery of previously owned Shares and withholding of Shares deliverable
upon exercise, or in such other form as is acceptable to the Administrator.


 


(c)               Provisions
Applicable to Options. The date on which Options become exercisable shall be determined at the sole and absolute
discretion of the Administrator and set forth in an Award Agreement. However, in no event shall any Option vest before the
first anniversary of the date of grant; provided that, if so determined by the Committee, an Option may fully or partially
vest before such anniversary in the event of the Participant’s death or disability or a Change in Control. Unless
otherwise determined by the Administrator, an approved leave of absence or employment on a less than full-time basis shall
not result in an adjustment to the vesting period and/or exercisability of an Option to reflect the effects of any period
during which the Participant is on an approved leave of absence or is employed on a less than full-time basis. In no event
may any Option include a reload feature.


 






    8


     


    

 


(d)              
Term of Options and Termination of Employment: The Administrator shall establish the term of each Option, which in
no case shall exceed a period of ten (10) years from the date of grant. Unless an Option earlier expires upon the expiration
date established pursuant to the foregoing sentence, upon the Participant’s Termination of Employment, his or her rights
to exercise an Option then held shall be only as follows, unless the Administrator specifies otherwise:


 


(1)              
General. If a Participant’s Termination of Employment is for any reason other than the Participant’s
death, Disability, or termination for Cause, Options granted to the Participant may continue to be exercised in accordance with
their terms for a period of ninety (90) days after such Termination of Employment, but only to the extent the Participant was entitled
to exercise the Options on the date of such termination.


 


(2)              
Death. If a Participant dies either while an employee or officer of the Company or a Subsidiary or member of the
Board, or after the Termination of Employment other than for Cause but during the time when the Participant could have exercised
an Option, the Options issued to such Participant shall become fully vested and exercisable by the personal representative of such
Participant or other successor to the interest of the Participant for one year after the Participant’s death.


 


(3)              
Disability. If a Participant’s Termination of Employment is due to Disability, then all of the Participant’s
Options shall immediately fully vest, and the Options held by the Participant at the time of such Termination of Employment shall
be exercisable by the Participant or the personal representative of such Participant for one year following such Termination of
Employment.


 


(4)              
Termination for Cause. If a Participant is terminated for Cause, the Participant shall have no further right to exercise
any Options previously granted. The Administrator or one or more officers designated by the Administrator shall determine whether
a termination is for Cause.


 


(e)               Incentive
Stock Options. Notwithstanding anything to the contrary in this Section 6, in the case of the grant of an Option
intending to qualify as an Incentive Stock Option: (i) if the Participant owns stock possessing more than 10 percent of
the combined voting power of all classes of stock of the Company, the exercise price of such Option must be at least 110
percent of the Fair Market Value of the Shares on the date of grant and the Option must expire within a period of not more
than five (5) years from the date of grant, and (ii) Termination of Employment will occur when the person to whom
an Award was granted ceases to be an employee (as determined in accordance with Section 3401(c) of the Code and the
regulations promulgated thereunder) of the Company and its corporate Subsidiaries. Notwithstanding anything in this
Section 6 to the contrary, options designated as Incentive Stock Options shall not be eligible for treatment under the
Code as Incentive Stock Options (and will be deemed to be Nonqualified Stock Options) to the extent that either
(a) the aggregate Fair Market Value of Shares (determined as of the time of grant) with respect to which such
Options are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and
any corporate Subsidiary) exceeds $100,000, taking Options into account in the order in which they were granted, or
(b) such Options otherwise remain exercisable but are not exercised within three (3) months of Termination of
Employment (or such other period of time provided in Section 422 of the Code).


 






    9


     


    

 


7.             Stock
Appreciation Rights


 


Stock Appreciation Rights may be granted
to Participants from time to time either in tandem with or as a component of other Awards granted under the Plan (“tandem
SARs”) or not in conjunction with other Awards (“freestanding SARs”) and may, but need not, relate
to a specific Option granted under Section 6. The provisions of Stock Appreciation Rights need not be the same with respect
to each grant or each recipient. Any Stock Appreciation Right granted in tandem with an Award may be granted at the same time such
Award is granted or at any time thereafter before exercise or expiration of such Award. All freestanding SARs shall be granted
subject to the same terms and conditions applicable to Options as set forth in Section 6 (including, without limitation, the
vesting provisions of Section 6(c)) and all tandem SARs shall have the same exercise price, vesting, exercisability, forfeiture
and termination provisions as the Award to which they relate. Subject to the provisions of Section 6 and the immediately preceding
sentence, the Administrator may impose such other conditions or restrictions on any Stock Appreciation Right as it shall deem appropriate.
Stock Appreciation Rights may be settled in Shares, cash or a combination thereof, as determined by the Administrator and set forth
in the applicable Award Agreement.


 


8.              Restricted Stock and Restricted Stock Units


 


(a)              
Restricted Stock and Restricted Stock Unit Awards. Restricted Stock and Restricted Stock Units may be granted at
any time and from time to time prior to the termination of the Plan to Participants as determined by the Administrator. Restricted
Stock is an award or issuance of Shares the grant, issuance, retention, vesting and/or transferability of which is subject during
specified periods of time to such conditions (including continued employment or performance conditions) and terms as the Administrator
deems appropriate. Restricted Stock Units are Awards denominated in units of Shares under which the issuance of Shares is subject
to such conditions (including continued employment or performance conditions) and terms as the Administrator deems appropriate.
Each grant of Restricted Stock and Restricted Stock Units shall be evidenced by an Award Agreement. Unless determined otherwise
by the Administrator, each Restricted Stock Unit will be equal to one Share and will entitle a Participant to either the issuance
of Shares or payment of an amount of cash determined with reference to the value of Shares. To the extent determined by the Administrator,
Restricted Stock and Restricted Stock Units may be satisfied or settled in Shares, cash or a combination thereof. Restricted Stock
and Restricted Stock Units granted pursuant to the Plan need not be identical but each grant of Restricted Stock and Restricted
Stock Units must contain and be subject to the terms and conditions set forth below.


 






    10


     


    

 


(b)               Contents
of Agreement. Each Award Agreement shall contain provisions regarding (i) the number of Shares or Restricted Stock
Units subject to such Award or a formula for determining such number, (ii) the purchase price of the Shares, if any, and
the means of payment, (iii) the performance criteria, if any, and level of achievement versus these criteria that shall
determine the number of Shares or Restricted Stock Units granted, issued, retainable and/or vested, (iv) such terms and
conditions on the grant, issuance, vesting and/or forfeiture of the Shares or Restricted Stock Units as may be determined
from time to time by the Administrator, (v) the term of the performance period, if any, as to which performance will be
measured for determining the number of such Shares or Restricted Stock Units, and (vi) restrictions on the
transferability of the Shares or Restricted Stock Units. Shares issued under a Restricted Stock Award may be issued in the
name of the Participant and held by the Participant or held by the Company, in each case as the Administrator may
provide.


 


(c)              
Vesting and Performance Criteria. The grant, issuance, retention, vesting and/or settlement of shares of Restricted
Stock and Restricted Stock Units will occur when and in such installments as the Administrator determines or under criteria the
Administrator establishes, which may include Qualifying Performance Criteria. However, in no event shall any shares of Restricted
Stock or Restricted Stock Units vest before the first anniversary of the date of grant; provided that, if so determined by the
Committee, shares of Restricted Stock and Restricted Stock Units may fully or partially vest before such anniversary in the event
of the Participant’s death or disability or a Change in Control.


 


(d)              
Termination of Employment. Unless the Administrator provides otherwise:


 


(i)       General.
In the event of Termination of Employment for any reason other than death or Disability, any Restricted Stock or Restricted Stock
Units still subject in full or in part to restrictions at the date of such Termination of Employment shall automatically be forfeited
and returned to the Company.


 


(ii)       Death
or Disability. In the event a Participant’s Termination of Employment is because of death or Disability, the restrictions
remaining on any or all Shares remaining subject to a Restricted Stock or Restricted Stock Unit Award shall lapse.


 


(e)              
Voting Rights. Unless otherwise determined by the Administrator, Participants holding shares of Restricted Stock
granted hereunder may exercise full voting rights with respect to those shares during the period of restriction. Participants shall
have no voting rights with respect to Shares underlying Restricted Stock Units unless and until such Shares are reflected as issued
and outstanding shares on the Company’s stock ledger.


 


(f)                Dividends
and Distributions. Participants in whose name Restricted Stock is granted shall be entitled to receive all dividends and
other distributions paid with respect to those Shares, unless determined otherwise by the Administrator. The Administrator
will determine whether any such dividends or distributions will be automatically reinvested in additional shares of
Restricted Stock and subject to the same restrictions on transferability as the Restricted Stock with respect to which they
were distributed or whether such dividends or distributions will be paid in cash. Shares underlying Restricted Stock Units
shall be entitled to dividends or dividend equivalents only to the extent provided by the Administrator. Notwithstanding
anything herein to the contrary, in no event shall dividends, distributions or dividend equivalents be currently payable with
respect to unvested or unearned Restricted Stock and Restricted Stock Unit awards.


 






    11


     


    

 


(g)              
Payment of Restricted Stock Units. In all events, unless payment with respect to a Restricted Stock Unit is deferred
in a manner consistent with Section 409A of the Code, the Shares and/or cash underlying such Restricted Stock Unit shall be paid
to the Participant no later than two and one-half months following the end of the year in which the Restricted Stock Unit is no
longer subject to a substantial risk of forfeiture.


 


(h)              
Legending of Restricted Stock. The Administrator may also require that certificates representing shares of Restricted
Stock be retained and held in escrow by a designated employee or agent of the Company or any Subsidiary until any restrictions
applicable to shares of Restricted Stock so retained have been satisfied or lapsed. Any certificates evidencing shares of Restricted
Stock awarded pursuant to the Plan shall bear the following legend:


 


The shares represented by this certificate
were issued subject to certain restrictions under the United Therapeutics Corporation 2015 Stock Incentive Plan (the “Plan”).
This certificate is held subject to the terms and conditions contained in a restricted stock agreement that includes a prohibition
against the sale or transfer of the stock represented by this certificate except in compliance with that agreement and that provides
for forfeiture upon certain events. Copies of the Plan and the restricted stock agreement are on file in the office of the Secretary
of the Company.


 


9.            Stock Awards


 


(a)       Grant.
Stock Awards may be granted at any time and from time to time prior to the termination of the Plan to Participants as determined
by the Administrator. Stock Awards shall be subject to such terms and conditions, consistent with the other provisions of the Plan,
as may be determined by the Administrator. However, in no event shall any Stock Award vest before the first anniversary of the
date of grant; provided that, if so determined by the Committee, a Stock Award may fully or partially vest before such anniversary
in the event of the Participant’s death or disability or a Change in Control.


 


(b)       Rights
as a Shareholder. A Participant shall have all voting, dividend, liquidation and other rights with respect to Shares issued
to the Participant as a Stock Award under this Section 9 upon the Participant becoming the holder of record of the Shares
granted pursuant to such Stock Award; provided, that the Administrator may impose such restrictions on the assignment or transfer
of Shares awarded pursuant to a Stock Award as it considers appropriate.


 


10.          
Incentive Bonuses


 


(a)              
General. Each Incentive Bonus Award will confer upon the Participant the opportunity to earn a future payment tied
to the level of achievement with respect to one or more performance criteria established for a performance period of not less than
one year.


 






    12


     


    

 


(b)               Incentive
Bonus Document. Unless otherwise determined by the Administrator, the terms of any Incentive Bonus will be set forth in
an Award Agreement. Each Award Agreement evidencing an Incentive Bonus shall contain provisions regarding (i) the target
and maximum amount payable to the Participant as an Incentive Bonus, (ii) the performance criteria and level of
achievement versus these criteria that shall determine the amount of such payment, (iii) the term of the performance
period as to which performance shall be measured for determining the amount of any payment, (iv) the timing of any
payment earned by virtue of performance, (v) restrictions on the alienation or transfer of the Incentive Bonus prior to
actual payment, (vi) forfeiture provisions and (vii) such further terms and conditions, in each case not
inconsistent with this Plan as may be determined from time to time by the Administrator.


 


(c)              
Performance Criteria. The Administrator shall establish the performance criteria and level of achievement versus
these criteria that shall determine the target and maximum amount payable under an Incentive Bonus, which criteria may be based
on financial performance and/or personal performance evaluations.


 


(d)              
Timing and Form of Payment. The Administrator shall determine the timing of payment of any Incentive Bonus. Payment
of the amount due under an Incentive Bonus may be made in cash or in Shares, as determined by the Administrator. The Administrator
may provide for or, subject to such terms and conditions as the Administrator may specify, may permit a Participant to elect for
the payment of any Incentive Bonus to be deferred to a specified date or event. In all events, unless payment of an Incentive Bonus
is deferred in a manner consistent with Section 409A of the Code, any Incentive Bonus shall be paid to the Participant no later
than two and one-half months following the end of the year in which the Incentive Bonus is no longer subject to a substantial risk
of forfeiture.


 


(e)              
Discretionary Adjustments. Notwithstanding satisfaction of any performance goals, the amount paid under an Incentive
Bonus on account of either financial performance or personal performance evaluations may, to the extent specified in the Award
Agreement or other document evidencing the Award, be adjusted by the Administrator on the basis of such further considerations
as the Administrator shall determine.


 


11.           Deferral
of Awards


 


The Administrator may, in an Award Agreement
or otherwise, provide for the deferred delivery of Shares upon settlement, vesting or other events with respect to Restricted Stock
or Restricted Stock Units, or in payment or satisfaction of an Incentive Bonus. Notwithstanding anything herein to the contrary,
in no event will any deferral of the delivery of Shares or any other payment with respect to any Award be allowed if the Administrator
determines, in its sole and absolute discretion, that the deferral would result in the imposition of the additional tax under Section 409A(a)(1)(B) of
the Code. No award shall provide for deferral of compensation that does not comply with Section 409A of the Code, unless the
Board, at the time of grant, specifically provides that the Award is not intended to comply with Section 409A of the Code.
The Company shall have no liability to a Participant, or any other party, if an Award that is intended to be exempt from, or compliant
with, Section 409A of the Code is not so exempt or compliant or for any action taken by the Board.


 






    13


     


    

 


12.          Conditions
and Restrictions Upon Securities Subject to Awards


 


The Administrator may provide that the Shares
issued upon exercise of an Option or Stock Appreciation Right or otherwise subject to or issued under an Award shall be subject
to such further agreements, restrictions, conditions or limitations as the Administrator in its sole and absolute discretion may
specify prior to the exercise of such Option or Stock Appreciation Right or the grant, vesting or settlement of such Award, including
without limitation, conditions on vesting or transferability, forfeiture or repurchase provisions and method of payment for the
Shares issued upon exercise, vesting or settlement of such Award (including the actual or constructive surrender of Shares already
owned by the Participant) or payment of taxes arising in connection with an Award. Without limiting the foregoing, such restrictions
may address the timing and manner of any resales by the Participant or other subsequent transfers by the Participant of any Shares
issued under an Award, including without limitation (i) restrictions under an insider trading policy or pursuant to applicable
law, (ii) restrictions designed to delay and/or coordinate the timing and manner of sales by Participant and holders of other
Company equity compensation arrangements, (iii) restrictions as to the use of a specified brokerage firm for such resales
or other transfers and (iv) provisions requiring Shares to be sold on the open market or to the Company in order to satisfy
tax withholding or other obligations.


 


13.          
Adjustment of and Changes in the Stock


 


(a)       General.
The number and kind of Shares available for issuance under this Plan (including under any Awards then outstanding), and the number
and kind of Shares subject to the limits set forth in Section 5 of this Plan, shall be equitably adjusted by the Administrator
to reflect any reorganization, reclassification, combination of shares, stock split, reverse stock split, spin-off, dividend or
distribution of securities, property or cash (other than regular, quarterly cash dividends), or any other event or transaction
that affects the number or kind of Shares outstanding. Such adjustment shall be designed to comply with Sections 409A and 424 of
the Code as applicable, or, except as otherwise expressly provided in Section 5(c) of this Plan, may be designed to treat
the Shares available under the Plan and subject to Awards as if they were all outstanding on the record date for such event or
transaction or to increase the number of such Shares to reflect a deemed reinvestment in Shares of the amount distributed to the
Company’s securityholders. The terms of any outstanding Award shall also be equitably adjusted by the Administrator as to
price, number or kind of Shares subject to such Award, vesting, and other terms to reflect the foregoing events, which adjustments
need not be uniform as between different Awards or different types of Awards.


 


In the event there shall be any other change
in the number or kind of outstanding Shares, or any stock or other securities into which such Shares shall have been changed, or
for which it shall have been exchanged, by reason of a change of control, other merger, consolidation or otherwise, then the Administrator
shall determine the appropriate and equitable adjustment to be effected.


 


No right to purchase fractional shares
shall result from any adjustment in Awards pursuant to this Section 13. In case of any such adjustment, the Shares
subject to the Award shall be rounded up to the nearest whole share for Awards other than Options and Stock Appreciation
Rights, and shall be rounded down to the nearest whole Share with respect to Options and Stock Appreciation Rights. The
Company shall notify Participants holding Awards subject to any adjustments pursuant to this Section 13 of such
adjustment, but (whether or not notice is given) such adjustment shall be effective and binding for all purposes of the
Plan.


 






    14


     


    

 


(b)       Change
in Control. The Administrator may determine the effect of a Change in Control on outstanding Awards in a manner that, in the
Administrator’s discretion, is fair and equitable to Participants. Such effects, which need not be the same for every Participant,
may include, without limitation: (x) the substitution for the Shares subject to any outstanding Award, or portion thereof, of stock
or other securities of the surviving corporation or any successor corporation to the Company, or a parent or subsidiary thereof,
in which event the aggregate purchase or exercise price, if any, of such Award, or portion thereof, shall remain the same, and/or
(y) the conversion of any outstanding Award, or portion thereof, into a right to receive cash or other property upon or following
the consummation of the Change in Control in an amount equal to the value of the consideration to be received by holders of Shares
in connection with such transaction for one Share, less the per share purchase or exercise price of such Award, if any, multiplied
by the number of Shares subject to such Award, or a portion thereof.


 


14.          Qualifying
Performance-Based Compensation


 


(a)              
General. The Administrator may establish performance criteria and level of achievement versus such criteria that
shall determine the number of Shares to be granted, retained, vested, issued or issuable under or in settlement of or the amount
payable pursuant to an Award, which criteria may be based on Qualifying Performance Criteria or other standards of financial performance
and/or personal performance evaluations.


 


(b)               Qualifying
Performance Criteria. For purposes of this Plan, the term “Qualifying Performance Criteria” shall mean any
one or more of the following performance criteria, or derivations of such performance criteria, either individually,
alternatively or in any combination, applied to either the Company as a whole or to a business unit or Subsidiary, either
individually, alternatively or in any combination, and measured either annually or cumulatively over a period of years, on an
absolute basis or relative to a pre-established target, to previous years’ results or to a designated comparison group,
in each case as specified by the Administrator: (i) net earnings or earnings per share (including earnings before
interest, taxes, depreciation, license fees, share-based compensation, and/or amortization, or other non-GAAP profitability
measures), (ii) income, net income or operating income, (iii) revenues, (iv) net sales, (v) return on
sales, (vi) return on equity, (vii) return on capital (including return on total capital or return on invested
capital), (viii) return on assets or net assets, (ix) economic value added measurements, (x) return on
invested capital, (xi) return on operating revenue, (xii) cash flow (before or after dividends), (xiii) stock
price, (xiv) total shareholder return, (xv) market capitalization, (xvi) economic value added,
(xvii) debt leverage (debt to capital), (xviii) operating profit or net operating profit, (xix) operating
margin or profit margin, (xx) cash from operations, (xxi) market share, (xxii) product development or release
schedules, (xxiii) new product innovation, (xxiv) cost reductions, (xxv) customer service, or
(xxvi) customer satisfaction. The Committee (A) shall appropriately adjust any evaluation of performance under a
Qualifying Performance Criterion to eliminate the effects of charges for restructurings, discontinued operations,
extraordinary items and all items of gain, loss or expense determined to be extraordinary or unusual in nature or related to
the disposal of a segment of a business or related to a change in accounting principle all as determined in accordance with
applicable accounting provisions, as well as the cumulative effect of accounting changes, in each case as determined in
accordance with generally accepted accounting principles or identified in the Company’s financial statements or notes
to the financial statements, and (B) may appropriately adjust any evaluation of performance under a Qualifying
Performance Criterion to exclude any of the following events that occurs during a performance period: (i) asset write-
downs, (ii) litigation, claims, judgments or settlements, (iii) the effect of changes in tax law or other such laws
or provisions affecting reported results, and (iv) accruals of any amounts for payment under this Plan or any other
compensation arrangement maintained by the Company.


 






    15


     


    

 


15.         
Transferability


 


Unless the Administrator determines otherwise,
each Award may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated by a Participant other than
by will or the laws of descent and distribution, and each Option or Stock Appreciation Right shall be exercisable only by the Participant
during his or her lifetime. To the extent permitted by the Administrator, the person to whom an Award is initially granted (the
 “Grantee”) may transfer an Award to any “family member” of the Grantee (as such term is defined in
Section 1(a)(5) of the General Instructions to Form S-8 under the Securities Act of 1933, as amended (“Form S-8”)),
to trusts solely for the benefit of such family members and to partnerships in which such family members and/or trusts are the
only partners; provided that, (i) as a condition thereof, the transferor and the transferee must execute a written agreement
containing such terms as specified by the Administrator, and (ii) the transfer is pursuant to a gift or a domestic relations
order to the extent permitted under the General Instructions to Form S-8. Except to the extent specified otherwise in the agreement
the Administrator provides for the Grantee and transferee to execute, all vesting, exercisability and forfeiture provisions that
are conditioned on the Grantee’s continued employment or service shall continue to be determined with reference to the Grantee’s
employment or service (and not to the status of the transferee) after any transfer of an Award pursuant to this Section 15,
and the responsibility to pay any taxes in connection with an Award shall remain with the Grantee notwithstanding any transfer
other than by will or intestate succession.


 


16.          
Suspension or Termination of Awards


 


Except as otherwise provided by the Administrator,
if at any time (including after a notice of exercise has been delivered or an award has vested) the Company’s chairman
and co-chief executive officer or any other person designated by the Administrator (each such person, an “Authorized Officer”) reasonably
believes that a Participant may have committed an Act of Misconduct as described in this Section 16, the Authorized Officer,
Administrator or the Board may suspend the Participant’s rights to exercise any Option, to vest in an Award, and/or to receive
payment for or receive Shares in settlement of an Award pending a determination of whether an Act of Misconduct has been committed.


 






    16


     


    

 


If the Administrator or an Authorized
Officer determines a Participant has committed an act of embezzlement, fraud, dishonesty, nonpayment of any obligation owed
to the Company or any Subsidiary, breach of fiduciary duty, violation of Company ethics policy or code of conduct, or
deliberate disregard of the Company or Subsidiary rules resulting in loss, damage or injury to the Company or any Subsidiary,
or if a Participant makes an unauthorized disclosure of any Company or Subsidiary trade secret or confidential information,
solicits any employee or service provider to leave the employ or cease providing services to the Company or any Subsidiary,
breaches any intellectual property or assignment of inventions covenant, engages in any conduct constituting unfair
competition, breaches any non-competition agreement, induces any Company or Subsidiary customer to breach a contract with the
Company or any Subsidiary or to cease doing business with the Company or any Subsidiary, or induces any principal for whom
the Company or any Subsidiary acts as agent to terminate such agency relationship (any of the foregoing acts, an “Act
of Misconduct”), then except as otherwise provided by the Administrator, (i) neither the Participant nor his or
her estate nor transferee shall be entitled to exercise any Option or Stock Appreciation Right whatsoever, vest in or have
the restrictions on an Award lapse, or otherwise receive payment of an Award, (ii) the Participant will forfeit all
outstanding Awards and (iii) the Participant may be required, at the Administrator’s sole and absolute discretion,
to return and/or repay to the Company any then unvested Shares previously issued under the Plan. In making such
determination, the Administrator or an Authorized Officer shall give the Participant an opportunity to appear and present
evidence on his or her behalf at a hearing before the Administrator or its designee or an opportunity to submit written
comments, documents, information and arguments to be considered by the Administrator.


 


17.          Compliance
with Laws and Regulations


 


This Plan, the grant, issuance, vesting,
exercise and settlement of Awards thereunder, and the obligation of the Company to sell, issue or deliver Shares under such Awards,
shall be subject to all applicable foreign, federal, state and local laws, rules and regulations, stock exchange rules and regulations,
and to such approvals by any governmental or regulatory agency as may be required. The Company shall not be required to register
in a Participant’s name or deliver any Shares prior to the completion of any registration or qualification of such shares
under any foreign, federal, state or local law or any ruling or regulation of any government body which the Administrator shall
determine to be necessary or advisable. To the extent the Company is unable to or the Administrator deems it infeasible to obtain
authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary
to the lawful issuance and sale of any Shares hereunder, the Company and its Subsidiaries shall be relieved of any liability with
respect to the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained. No Option
shall be exercisable and no Shares shall be issued and/or transferable under any other Award unless a registration statement with
respect to the Shares underlying such Option is effective and current or the Company has determined that such registration is unnecessary.


 


In the event an Award is granted to or held
by a Participant who is employed or providing services outside the United States, the Administrator may, in its sole and absolute
discretion, modify the provisions of the Plan or of such Award as they pertain to such individual to comply with applicable foreign
law or to recognize differences in local law, currency or tax policy. The Administrator may also impose conditions on the grant,
issuance, exercise, vesting, settlement or retention of Awards in order to comply with such foreign law and/or to minimize the
Company’s obligations with respect to tax equalization for Participants employed outside their home country.


 






    17


     


    

 


18.           Withholding


 


To the extent required by applicable federal,
state, local or foreign law, a Participant shall be required to satisfy, in a manner satisfactory to the Company, any withholding
tax obligations that arise by reason of an Option exercise, disposition of Shares issued under an Incentive Stock Option, the vesting
of or settlement of an Award, an election pursuant to Section 83(b) of the Code or otherwise with respect to an Award.
To the extent a Participant makes an election under Section 83(b) of the Code, within ten days of filing such election
with the Internal Revenue Service, the Participant must notify the Company in writing of such election. The Company and its Subsidiaries
shall not be required to issue Shares, make any payment or to recognize the transfer or disposition of Shares until all such obligations
are satisfied. The Administrator may provide for or permit these obligations to be satisfied through the mandatory or elective
sale of Shares and/or by having the Company withhold a portion of the Shares that otherwise would be issued to him or her upon
exercise of the Option or the vesting or settlement of an Award, or by tendering Shares previously acquired.


 


19.           Administration
of the Plan


 


(a)              
Administrator of the Plan. The Plan shall be administered by the Administrator who shall be the Compensation Committee
of the Board or, in the absence of a Compensation Committee, the Board itself. Any power of the Administrator may also be exercised
by the Board, except to the extent that the grant or exercise of such authority would cause any Award or transaction to become
subject to (or lose an exemption under) the short-swing profit recovery provisions of Section 16 of the Act. To the extent
that any permitted action taken by the Board conflicts with action taken by the Administrator, the Board action shall control.
The Compensation Committee may by resolution authorize one or more officers of the Company to perform any or all things that the
Administrator is authorized and empowered to do or perform under the Plan, and for all purposes under this Plan, such officer or
officers shall be treated as the Administrator; provided, however, that no such officer shall designate himself or herself as a
recipient of any Awards granted under authority delegated to such officer. The Compensation Committee may delegate any or all aspects
of the day-to-day administration of the Plan to one or more officers or employees of the Company or any Subsidiary, and/or to one
or more agents.


 


(b)              Powers
of Administrator. Subject to the express provisions of this Plan, the Administrator shall be authorized and empowered to
do all things that it determines to be necessary or appropriate in connection with the administration of this Plan,
including, without limitation: (i) to prescribe, amend and rescind rules and regulations relating to this Plan and to
define terms not otherwise defined herein; (ii) to determine which persons are Participants, to which of such
Participants, if any, Awards shall be granted hereunder and the timing of any such Awards; (iii) to grant Awards to
Participants and determine the terms and conditions thereof, including the number of Shares subject to Awards and the
exercise or purchase price of such Shares and the circumstances under which Awards become exercisable or vested or are
forfeited or expire, which terms may but need not be conditioned upon the passage of time, continued employment, the
satisfaction of performance criteria, the occurrence of certain events (including a Change in Control), or other factors;
(iv) to establish and verify the extent of satisfaction of any performance goals or other conditions applicable to the
grant, issuance, exercisability, vesting and/or ability to retain any Award; (v) to prescribe and amend the terms of the
agreements or other documents evidencing Awards made under this Plan (which need not be identical) and the terms of or
form of any document or notice required to be delivered to the Company by Participants under this Plan; (vi) to
determine the extent to which adjustments are required pursuant to Section 13; (vii) to interpret and construe this
Plan, any rules and regulations under this Plan and the terms and conditions of any Award granted hereunder, and to make
exceptions to any such provisions in if the Administrator, in good faith, determines that it is necessary to do so in light
of extraordinary circumstances and for the benefit of the Company (provided that nothing in this Section 19(b) permits the
Committee to provide that any Award may vest before the first anniversary of the date of grant other than in connection with
the Participant’s death or disability or a Change in Control); (viii) to approve corrections in the documentation
or administration of any Award; and (ix) to make all other determinations deemed necessary or advisable for the
administration of this Plan. The Administrator may, in its sole and absolute discretion, without amendment to the Plan, waive
or amend the operation of Plan provisions respecting exercise after termination of employment or service to the Company or an
Affiliate and, except as otherwise provided herein, adjust any of the terms of any Award (subject to the proviso in item
(vii) of the immediately preceding sentence). Except in connection with a corporate transaction involving the Company
(including, without limitation, any stock dividend, distribution (whether in the form of cash, Shares, other securities or
other property), stock split, extraordinary cash dividend, recapitalization, Change in Control, reorganization, merger,
consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or other securities, or similar
transaction(s)), the Company may not, without obtaining shareholder approval: (w) amend the terms of outstanding Options or
Stock Appreciation Rights to reduce the exercise price of such outstanding Options or Stock Appreciation Rights; (x) cancel
outstanding Options or Stock Appreciation Rights in exchange for Options or Stock Appreciation Rights with an exercise price
that is less than the exercise price of the original Options or Stock Appreciation Rights; (y) cancel outstanding Options or
Stock Appreciation Rights with an exercise price above the current stock price in exchange for cash or other securities; or
(z) otherwise amend, exchange or reprice Options or Stock Appreciation Rights.


 






    18


     


    

 


(c)              
Determinations by the Administrator. All decisions, determinations and interpretations by the Administrator regarding
the Plan, any rules and regulations under the Plan and the terms and conditions of or operation of any Award granted hereunder,
shall be final and binding on all Participants, beneficiaries, heirs, assigns or other persons holding or claiming rights under
the Plan or any Award. The Administrator shall consider such factors as it deems relevant, in its sole and absolute discretion,
to making such decisions, determinations and interpretations including, without limitation, the recommendations or advice of any
officer or other employee of the Company and such attorneys, consultants and accountants as it may select.


 


(d)              
Subsidiary Awards. In the case of a grant of an Award to any Participant employed by a Subsidiary, such grant may,
if the Administrator so directs, be implemented by the Company issuing any subject Shares to the Subsidiary, for such lawful consideration
as the Administrator may determine, upon the condition or understanding that the Subsidiary will transfer the Shares to the Participant
in accordance with the terms of the Award specified by the Administrator pursuant to the provisions of the Plan. Notwithstanding
any other provision hereof, such Award may be issued by and in the name of the Subsidiary and shall be deemed granted on such date
as the Administrator shall determine.


 






    19


     


    

 


(e)              
 Indemnification of Administrator. Neither any member nor former member of the Administrator nor any individual to
whom authority is or has been delegated shall be personally responsible or liable for any act or omission in connection with the
performance of powers or duties or the exercise of discretion or judgment in the administration and implementation of the Plan.
Each person who is or shall have been a member of the Administrator shall be indemnified and held harmless by the Company from
and against any cost, liability or expense imposed or incurred in connection with such person’s or the Administrator’s
taking or failing to take any action under the Plan. Each such person shall be justified in relying on information furnished in
connection with the Plan’s administration by any employee, officer, agent or expert employed or retained by the Administrator
or the Company.


 


20.          
Amendment of the Plan or Awards


 


The Board may amend, alter or discontinue
this Plan and the Administrator may amend or alter any agreement or other document evidencing an Award made under this Plan but,
except as provided pursuant to the provisions of Section 13, no such amendment shall, without the approval of the shareholders
of the Company:


 


(a)              
increase the maximum number of Shares for which Awards may be granted under this Plan;


 


(b)              
reduce the price at which Options or Stock Appreciation Rights may be granted below the price provided for in Section 6(a);


 


(c)              
amend the last sentence of Section 19(b) (relating to direct and indirect repricings of outstanding Options and Stock Appreciation
Rights);


 


(d)              
amend the proviso in Section 19(b)(vii);


 


(e)              
extend the term of this Plan;


 


(f)               
change the class of persons eligible to be Participants;


 


(g)              
otherwise amend the Plan in any manner requiring shareholder approval by law or under Nasdaq Global Select Market listing
requirements (or the listing requirements of any successor exchange or market that is the primary stock exchange or market for
trading of Shares); or


 


(h)              
increase the individual maximum limits in Sections 5(c) and (d).


 


No amendment or alteration to the Plan
or an Award or Award Agreement shall be made which would impair the rights of the holder of an Award, without such
holder’s consent, provided that no such consent shall be required if the Administrator determines in its sole and
absolute discretion and prior to the date of any Change in Control that such amendment or alteration either is required or
advisable in order for the Company, the Plan or the Award to satisfy any law or regulation or to meet the requirements of or
avoid adverse financial accounting consequences under any accounting standard. In addition, the Plan may not be amended in
any way that causes the Plan to fail to comply with or be exempt from Section 409A of the Code, unless the Board
expressly determines to amend the Plan to be subject to Section 409A of the Code.


 






    20


     


    

 


21.          
No Liability of Company


 


The Company and any Subsidiary or Affiliate
which is in existence or hereafter comes into existence shall not be liable to a Participant or any other person as to: (a) the
non-issuance or sale of Shares as to which the Company has been unable to obtain from any regulatory body having jurisdiction the
authority deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder; and (b) any
tax consequence expected, but not realized, by any Participant or other person due to the receipt, exercise or settlement of any
Award granted hereunder.


 


22.          Non-Exclusivity
of Plan


 


Neither the adoption of this Plan by the
Board nor the submission of this Plan to the shareholders of the Company for approval shall be construed as creating any limitations
on the power of the Board or the Administrator to adopt such other incentive arrangements as either may deem desirable, including
without limitation, the granting of restricted stock or stock options otherwise than under this Plan, and such arrangements may
be either generally applicable or applicable only in specific cases.


 


23.           Governing Law


 


This Plan and any agreements or other documents
hereunder shall be interpreted and construed in accordance with the laws of the Delaware and applicable federal law. Any reference
in this Plan or in the agreement or other document evidencing any Awards to a provision of law or to a rule or regulation shall
be deemed to include any successor law, rule or regulation of similar effect or applicability.


 


24.          
No Right to Employment, Reelection or Continued Service


 


Nothing in this Plan or an Award Agreement
shall interfere with or limit in any way the right of the Company, its Subsidiaries and/or its Affiliates to terminate any Participant’s
employment, service on the Board or service for the Company at any time or for any reason not prohibited by law, nor shall this
Plan or an Award itself confer upon any Participant any right to continue his or her employment or service for any specified period
of time. Neither an Award nor any benefits arising under this Plan shall constitute an employment contract with the Company, any
Subsidiary and/or its Affiliates. Subject to Sections 4 and 20, this Plan and the benefits hereunder may be terminated at
any time in the sole and exclusive discretion of the Board without giving rise to any liability on the part of the Company, its
Subsidiaries and/or its Affiliates.


 


25.          
Unfunded Plan


 


The Plan is intended to be an unfunded
plan. Participants are and shall at all times be general creditors of the Company with respect to their Awards. If the
Administrator or the Company chooses to set aside funds in a trust or otherwise for the payment of Awards under the Plan,
such funds shall at all times be subject to the claims of the creditors of the Company in the event of its bankruptcy or
insolvency.


 






    21