Exhibit 10.24


 


QUEST PATENT RESEARCH CORP.


 


2017 EQUITY INCENTIVE PLAN


 



 


1. Purpose.
The purpose of the Quest Patent Research Corp. 2017 Equity Incentive Plan is to provide a means through which the Company and
its Affiliates may attract and retain key personnel and to provide a means whereby directors, officers, managers, employees, consultants
and advisors of the Company and its Affiliates can acquire and maintain an equity interest in the Company, or be paid incentive
compensation, which may (but need not) be measured by reference to the value of Common Stock, thereby strengthening their commitment
to the welfare of the Company and its Affiliates and aligning their interests with those of the Company’s stockholders.


 


2. Definitions.
The following definitions shall be applicable throughout this Plan:


 


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


 


(b) “Award”
means, individually or collectively, any Nonqualified Stock Option, Stock Appreciation Right, Restricted Stock, Restricted Stock
Unit or Stock Bonus Award granted under this Plan.


 


(c) “Award
Agreement” means an agreement made and delivered in accordance with Section 14(a) of this Plan evidencing the grant
of an Award hereunder.


 


(d) “Board”
means the Board of Directors of the Company.


 


(e) “Business Day”
means any day other than a Saturday, a Sunday or a day on which banking institutions in New York City are authorized or obligated
by federal law or executive order to be closed for all or part of a normal business day.


 






     

    


    

 


(f) “Cause”
means, in the case of a particular Award, unless the applicable Award Agreement otherwise provides (i) the Company or an Affiliate
having “cause” to terminate a Participant’s employment or service, as defined in any employment or consulting
agreement or similar document or policy between the Participant and the Company or an Affiliate in effect at the time of such termination
or (ii) in the absence of any such employment or consulting agreement, document or policy (or the absence of any definition
of “Cause” contained therein), (A) a continuing material breach or material default (including, without limitation,
any material dereliction of duty) by Participant of any agreement between the Participant and the Company, except for any such
breach or default which is caused by the Disability of the Participant, or a continuing failure by the Participant to follow the
direction of a duly authorized representative of the Company; (B) gross negligence, willful misfeasance or breach of fiduciary
duty by the Participant; (C) the commission by the Participant of an act of fraud, embezzlement or any felony or other crime of
dishonesty in connection with the Participant’s duties; or (D) conviction of the Participant of a felony or any other crime
that would materially and adversely affect: (i) the business or reputation of the Company or (ii) the performance of the Participant’s
duties to the Company. Any determination of whether Cause exists shall be made by the Committee in its sole discretion.


 


(g) “Change
in Control” shall, in the case of a particular Award, unless the applicable Award Agreement states otherwise or contains
a different definition of “Change in Control,” be deemed to occur upon:


 


(i) A tender offer (or series
of related offers) shall be made and consummated for the ownership of 50% or more of the outstanding voting securities of the
Company (which percentage shall include any voting securities owned by the tendering party prior to the commencement of the tender
offer) unless as a result of such tender offer more than 50% of the outstanding voting securities of the surviving or resulting
corporation or entity shall be owned in the aggregate by (A) the stockholders of the Company (as of the time immediately prior
to the commencement of such offer excluding shares held by the Person making the tender offer), or (B) any employee benefit plan
of the Company or its Subsidiaries, and their Affiliates;


 


(ii) The Company shall
be merged or consolidated with another corporation, unless as a result of such merger or consolidation more than 50% of the outstanding
voting securities of the surviving or resulting corporation or entity shall be owned in the aggregate by (A) the stockholders of
the Company (as of the time immediately prior to such transaction); provided, that a merger or consolidation of the Company
with another corporation which is controlled by Persons owning more than 50% of the outstanding voting securities of the Company
shall not constitute a Change in Control unless the Committee, in its discretion, determines otherwise, or (B) any employee benefit
plan of the Company or its Subsidiaries, and their Affiliates;


 


(iii) The Company shall
sell substantially all of its assets to another entity that is not wholly owned by the Company, unless as a result of such sale
more than 50% of such assets shall be owned in the aggregate by (A) the stockholders of the Company (as of the time immediately
prior to such transaction), or (B) any employee benefit plan of the Company or its Subsidiaries, and their Affiliates;


 


(iv) A Person shall
acquire 35% or more of the outstanding voting securities of the Company (whether directly, indirectly, beneficially or of record),
unless as a result of such acquisition more than 35% of the outstanding voting securities of the surviving or resulting corporation
or entity shall be owned in the aggregate by (A) the stockholders of the Company (as of the time immediately prior to the first
acquisition of such securities by such Person), or (B) any employee benefit plan of the Company or its Subsidiaries, and their
Affiliates; or


 



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(v)
Either (i) the individuals who, as of the date hereof, constitute the members of the Board (the “Current Board
Members”) cease, by reason of a financing, merger, combination, acquisition, takeover or other non-ordinary course
transaction affecting the Company, to constitute at least a majority of the members of the Board unless such change is approved
by the Current Board Members or (ii) during any period of two (2) consecutive years, individuals who at the beginning of such
period constitute the Board cease for any reason to constitute at least a majority thereof unless the election of each new director
was nominated, ratified or approved by at least two-thirds (2/3) of the directors then still in office who were either directors
at the beginning of such period or who were elected or appointed with the approval or ratification of at least two-thirds (2/3)
of the directors who were directors at the beginning of such period. 


 


For purposes of this Section 2(g), ownership
of voting securities shall take into account and shall include ownership as determined by applying the provisions of Rule 13d-3(d)(I)(i)
under the Exchange Act (as in effect on the date hereof). In addition, for such purposes, “Person” shall
have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof; however,
a Person shall not include (A) the Company or any of its Subsidiaries; (B) a trustee or other fiduciary holding securities under
an employee benefit plan of the Company or any of its Subsidiaries; (C) an underwriter temporarily holding securities pursuant
to an offering of such securities; or (D) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially
the same proportion as their ownership of stock of the Company.


  


(h) “Code”
means the Internal Revenue Code of 1986, as amended, and any successor thereto. References in this Plan to any section of the Code
shall be deemed to include any regulations or other interpretative guidance issued by any governmental authority under such section,
and any amendments or successor provisions to such section, regulations or guidance.


 


(i) “Committee”
means a committee of at least two people as the Board may appoint to administer this Plan or, if no such committee has been appointed
by the Board, the Board. Unless altered by an action of the Board, the Committee shall be the Compensation Committee of the Board;
provided, however, that in the event that the Board shall not have appointed a Committee, references to the Committee shall relate
to the Board.


 


(j) “Common
Stock” means the common stock, par value $0.00003 per share, of the Company (and any stock or other securities into
which such common stock may be converted or into which they may be exchanged).


 


(k) “Company”
means Quest Patent Research Corp., a Delaware corporation, together with its successors and assigns.


 


(l) “Current
Board Members” has the meaning given such term in the definition of “Change in Control.”


 


(m) “Date
of Grant” means the date on which the granting of an Award is authorized, or such other date, not earlier than the
date the grant is approved by the Committee, as may be specified in such authorization.


 






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(a) “Disability”
means any physical or mental illness, disability or incapacity of the Participant which prevents him from substantially performing
his regular duties for a period of three (3) consecutive months or four (4) months, even though not consecutive, in any twelve
(12) month period; provided, however, that if the Participant is a party to an employment, consulting or other service agreement
with the Company, “Disability” shall have the meaning set forth in such agreement. The determination of whether a Participant
has incurred a Disability shall be made by the Committee, which may rely on advice from a physician designated by the Committee,
whose determination shall be final and binding. Notwithstanding the foregoing, for purposes of Section 409A of the Code and for
any Award which constitutes an award subject to said Section 409A, Disability shall have the meaning set forth in Section 409A(a)(2)(C)
of the Code or any subsequent provision.


 


(n) “Effective
Date” means the date as of which this Plan is adopted by the Board.


 


(o) “Eligible
Director” means a person who is (i) a “non-employee director” within the meaning of Rule 16b-3 under
the Exchange Act if the Company’s Common Stock is registered pursuant to the Exchange Act, and (ii) an “outside
director” within the meaning of Section 162(m) of the Code.


 


(p) “Eligible
Person” means any (i) individual employed by the Company or an Affiliate; provided, however,
that no such employee covered by a collective bargaining agreement shall be an Eligible Person unless and to the extent that such
eligibility is set forth in such collective bargaining agreement or in an agreement or instrument relating thereto; (ii) director
of the Company or an Affiliate; or (iii) consultant or advisor to the Company or an Affiliate; provided, that no consultant
or advisor shall be entitled to an Award under this Plan unless such consultant or advisor is (x) a natural persons, (y) provides
bona fide services to the Company; and (z) the services are not in connection with the offer or sale of securities in a capital-raising
transaction, and do not directly or indirectly promote or maintain a market for the Company’s securities.


 


(q) “Exchange
Act” means the Securities Exchange Act of 1934, as amended, including any rules, regulations or other interpretative
guidance issued by any governmental authority under such section or rule, and any amendments or successor provisions to such section,
rules, regulations or guidance.


 


(r) “Exercise
Price” has the meaning given such term in Section 7(b) of this Plan.


 


(s) “Fair
Market Value,” unless otherwise provided by the Committee in accordance with all applicable laws, rules regulations
and standards, means, on a given date, (i) if the Common Stock is listed on a securities exchange, the closing sales price on the
principal such exchange on such date or, in the absence of reported sales on such date, the closing sales price on the immediately
preceding date; provided, that if there are no reported sales on either of such dates, the average of the closing bid and asked
prices on such shall be used, or (ii) if the Common Stock is not listed on a securities exchange, the mean between the bid and
asked prices as quoted on such date by any nationally recognized interdealer quotation system or other service that provides such
service which is selected by the Committee, or (iii) if the Common Stock is not quoted on an interdealer quotation system or it
is determined that the fair market value is not properly reflected by such quotations, Fair Market Value will be determined by
such other method as the Committee determines in good faith to be reasonable and in compliance with Code Section 409A.


 






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(t) “Immediate
Family Members” shall have the meaning set forth in Section 14(b)(ii) of this Plan.


 


(u) “Incentive
Stock Option” means an Option that is designated by the Committee as an incentive stock option as described in Section 422
of the Code and otherwise meets the requirements set forth in this Plan.


 


(v) “Indemnifiable
Person” shall have the meaning set forth in Section 4(e) of this Plan.


 


(w) “Nonqualified
Stock Option” means an Option that is not an Incentive Stock Option.


 


(x) “Option”
means an Award granted under Section 7 of this Plan.


 


(y) “Option
Period” has the meaning given such term in Section 7(c) of this Plan.


 


(z) “Participant”
means an Eligible Person who has been selected by the Committee to participate in this Plan and to receive an Award pursuant to
Section 6 of this Plan.


 


(aa) “Permitted
Transferee” shall have the meaning set forth in Section 14(b) of this Plan.


 


(bb) “Person”
has the meaning given such term in the definition of “Change in Control.”


 


(cc) “Plan”
means this Quest Patent Research Corp. 2017 Equity Incentive Plan, as amended from time to time.


 


(dd) “Retirement”
means, unless otherwise provided in the Award or pursuant to an agreement between the Company or an Affiliate and the Participant,
the fulfillment of each of the following conditions: (i) the Participant is good standing with the Company as determined by the
Committee; (ii) the voluntary termination by a Participant of such Participant’s employment or service to the Company and
(iii) that at the time of such voluntary termination, the sum of: (A) the Participant’s age (calculated to the nearest month,
with any resulting fraction of a year being calculated as the number of months in the year divided by 12) and (B) the Participant’s
years of employment or service with the Company (calculated to the nearest month, with any resulting fraction of a year being calculated
as the number of months in the year divided by 12) equals at least 62 (provided that, in any case, the foregoing shall only be
applicable if, at the time of such Retirement, the Participant shall be at least 55 years of age and shall have been employed by
or served with the Company for no less than five years).


 






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(ee) “Restricted
Period” means the period of time determined by the Committee during which an Award is subject to restrictions or,
as applicable, the period of time within which performance is measured for purposes of determining whether an Award has been earned.


 


(ff) “Restricted
Stock Unit” means an unfunded and unsecured promise to deliver Common Stock, cash, other securities or other property,
subject to certain restrictions (including, without limitation, a requirement that the Participant remain continuously employed
or provide continuous services for a specified period of time), granted under Section 9 of this Plan.


 


(gg) “Restricted
Stock” means Common Stock, subject to certain specified restrictions (including, without limitation, a requirement
that the Participant remain continuously employed or provide continuous services for a specified period of time), granted under
Section 9 of this Plan.


 


(hh) “SAR
Period” has the meaning given such term in Section 8(c) of this Plan.


 


(ii) “Securities
Act” means the Securities Act of 1933, as amended, and any successor thereto, and includes any rules, regulations
or other official interpretative guidance issued by any governmental authority under such section, and any amendments or successor
provisions to such section, rules, regulations or guidance.


 


(jj) “Stock
Appreciation Right” or “SAR” means an Award granted under Section 8 of this Plan which,
if granted to a resident of the United States, meets all of the requirements of Section 1.409A-1(b)(5)(i)(B) of the Treasury Regulations.


 


(kk) “Stock
Bonus Award” means an Award granted under Section 10 of this Plan.


 


(ll) “Strike
Price” means, except as otherwise provided by the Committee in the case of Substitute Awards, (i) in the case
of a SAR granted in tandem with an Option, the Exercise Price of the related Option, or (ii) in the case of a SAR granted
independent of an Option, the Fair Market Value of Common Stock on the Date of Grant.


 


(mm) “Subsidiary”
means, with respect to any specified Person:


 


(i) any corporation,
association or other business entity of which more than 50% of the total voting power of shares of voting securities (without regard
to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively
transfers voting power) is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other
Subsidiaries of that Person (or a combination thereof); and


 


(ii) any partnership
or limited liability company (or any comparable foreign entity) (a) the sole general partner or managing member (or functional
equivalent thereof) or the managing general partner of which is such Person or Subsidiary of such Person or (b) the only general
partners or managing members (or functional equivalents thereof) of which are that Person or one or more Subsidiaries of that Person
(or any combination thereof).


 






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(nn) “Substitute
Award” has the meaning given such term in Section 5(e).


 


(oo) “Treasury
Regulations” means any regulations, whether proposed, temporary or final, promulgated by the U.S. Department of Treasury
under the Code, and any successor provisions.


 


3. Effective Date;
Duration. This Plan shall be effective on the date on which it is approved by the Board.


 


4. Administration.


 


(a) The Committee shall
administer this Plan. To the extent required to comply with the provisions of Rule 16b-3 promulgated under the Exchange Act if
the Common Stock is registered pursuant to the Exchange Act (if the Board is not acting as the Committee under this Plan) or necessary
to obtain the exception for performance-based compensation under Section 162(m) of the Code, as applicable, it is intended
that each member of the Committee shall, at the time he takes any action with respect to an Award under this Plan, be an Eligible
Director. However, the fact that a Committee member shall fail to qualify as an Eligible Director shall not invalidate any Award
granted by the Committee that is otherwise validly granted under this Plan. The acts of a majority of the members present at any
meeting at which a quorum is present or acts approved in writing by a majority of the Committee shall be deemed the acts of the
Committee. Whether a quorum is present shall be determined based on the Committee’s charter as approved by the Board.


 


(b) Subject to the provisions
of this Plan and applicable law, the Committee shall have the sole and plenary authority, in addition to other express powers and
authorizations conferred on the Committee by this Plan and its charter, to: (i) designate Participants; (ii) determine
the type or types of Awards to be granted to a Participant; (iii) determine the number of Common Stock to be covered by, or
with respect to which payments, rights, or other matters are to be calculated in connection with, Awards; (iv) determine the
terms and conditions of any Award; (v) determine whether, to what extent, and under what circumstances Awards may be settled
or exercised in cash, Common Stock, other securities, other Awards or other property, or canceled, forfeited, or suspended, and
the method or methods by which Awards may be settled, exercised, canceled, forfeited, or suspended; (vi) determine whether,
to what extent, and under what circumstances the delivery of cash, Common Stock, other securities, other Awards or other property
and other amounts payable with respect to an Award shall be made; (vii) interpret, administer, reconcile any inconsistency
in, settle any controversy regarding, correct any defect in and/or complete any omission in this Plan and any instrument or agreement
relating to, or Award granted under, this Plan; (viii) establish, amend, suspend, or waive any rules and regulations and appoint
such agents as the Committee shall deem appropriate for the proper administration of this Plan; (ix) accelerate the vesting
or exercisability of, payment for or lapse of restrictions on, Awards; and (x) make any other determination and take any other
action that the Committee deems necessary or desirable for the administration of this Plan.


 






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(c) The Committee may,
by resolution, expressly delegate to a special committee, consisting of one or more directors who may but need not be officers
of the Company, the authority, within specified parameters as to the number and types of Awards, to (i) designate officers and/or
employees of the Company or any of its Affiliates to be recipients of Awards under this Plan, and (ii) to determine the number
of such Awards to be received by any such Participants; provided, however, that such delegation of duties and responsibilities
may not be made with respect to grants of Awards to persons (i) subject to Section 16 of the Exchange Act or (ii) who
are, or who are reasonably expected to be, “covered employees” for purposes of Section 162(m) of the Code. The
acts of such delegates shall be treated as acts of the Board, and such delegates shall report regularly to the Board and the Committee
regarding the delegated duties and responsibilities and any Awards granted.


 


(d) Unless otherwise
expressly provided in this Plan, all designations, determinations, interpretations, and other decisions under or with respect to
this Plan or any Award or any documents evidencing Awards granted pursuant to this Plan shall be within the sole discretion of
the Committee, may be made at any time and shall be final, conclusive and binding upon all persons or entities, including, without
limitation, the Company, any Affiliate, any Participant, any holder or beneficiary of any Award, and any stockholder of the Company.


 


(e) No member of the
Board, the Committee, delegate of the Committee or any employee, advisor or agent of the Company or the Board or the Committee
(each such person, an “Indemnifiable Person”) shall be liable for any action taken or omitted to be taken
or any determination made in good faith with respect to this Plan or any Award hereunder. Each Indemnifiable Person shall be indemnified
and held harmless by the Company against and from (and the Company shall pay or reimburse on demand for) any loss, cost, liability,
or expense (including court costs and attorneys’ fees) that may be imposed upon or incurred by such Indemnifiable Person
in connection with or resulting from any action, suit or proceeding to which such Indemnifiable Person may be a party or in which
such Indemnifiable Person may be involved by reason of any action taken or omitted to be taken under this Plan or any Award Agreement
and against and from any and all amounts paid by such Indemnifiable Person with the Company’s approval, in settlement thereof,
or paid by such Indemnifiable Person in satisfaction of any judgment in any such action, suit or proceeding against such Indemnifiable
Person, provided, that the Company shall have the right, at its own expense, to assume and defend any such action, suit
or proceeding and once the Company gives notice of its intent to assume the defense, the Company shall have sole control over such
defense with counsel of the Company’s choice. The foregoing right of indemnification shall not be available to an Indemnifiable
Person to the extent that a final judgment or other final adjudication (in either case not subject to further appeal) binding upon
such Indemnifiable Person determines that the acts or omissions of such Indemnifiable Person giving rise to the indemnification
claim resulted from such Indemnifiable Person’s bad faith, fraud or willful criminal act or omission or that such right of
indemnification is otherwise prohibited by law or by the Company’s Certificate of Incorporation or Bylaws. The foregoing
right of indemnification shall not be exclusive of any other rights of indemnification to which any such Indemnifiable Person may
be entitled under the Company’s Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or any other power
that the Company may have to indemnify such Indemnifiable Persons or hold them harmless.


 






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(f) Notwithstanding anything
to the contrary contained in this Plan, the Board may, in its sole discretion, at any time and from time to time, grant Awards
and administer this Plan with respect to such Awards. In any such case, the Board shall have all the authority granted to the Committee
under this Plan.


 


5. Grant of Awards;
Shares Subject to this Plan; Limitations.


 


(a) The Committee may,
from time to time, grant Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units or Stock Bonus Awards to
one or more Eligible Persons.


 


(b) Subject to Section
12 of this Plan, the Committee is authorized to deliver under this Plan an aggregate of 150,000,000 shares of Common Stock (the
“Available Shares”).


 


(c) Common Stock underlying
Awards under this Plan that are forfeited, cancelled, expire unexercised, or are settled in cash shall be available again for Awards
under this Plan at the same ratio at which they were previously granted, except that the following shares of Common Stock shall
not be available again for Awards under this Plan: (i) shares tendered or held back upon the exercise of an Option or settlement
of an Award to cover the Exercise Price of an Award; (ii) shares that are used or withheld to satisfy tax withholding obligations
of the Participant; (iii) shares for which the Company paid cash equal to the Fair Market Value of the shares of Common Stock in
lieu of issuing the Common Stock, and (iv) shares subject to a Stock Appreciation Right that are not issued in connection with
the stock settlement of the SAR upon exercise thereof.


 


(d) Common Stock delivered
by the Company in settlement of Awards may be authorized and unissued shares, shares held in the treasury of the Company, shares
purchased on the open market or by private purchase, or any combination of the foregoing.


 


(e) Subject to compliance
with Section 1.409A-3(f) of the Treasury Regulations, Awards may, in the sole discretion of the Committee, be granted under this
Plan in assumption of, or in substitution for, outstanding awards previously granted by an entity acquired by the Company or with
which the Company combines (“Substitute Awards”). The number of shares of Common Stock underlying any
Substitute Awards shall be counted against the aggregate number of shares of Common Stock available for Awards under this Plan.


 


(f) Notwithstanding any
provision in this Plan to the contrary (but subject to adjustment as provided in Section 12), the Committee shall not grant to
any one Eligible Person in any one calendar year Awards (i) for more than 60,000,000 shares, or (ii) payable in cash in an amount
exceeding $5,000,000 in the aggregate.


 


6. Eligibility.
Participation shall be limited to Eligible Persons who have entered into an Award Agreement or who have received written notification
from the Committee, or from a person designated by the Committee, that they have been selected to participate in this Plan.


 






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7. Options.


 


(a) Generally.
Each Option granted under this Plan shall be evidenced by an Award Agreement (whether in paper or electronic medium (including
email or the posting on a web site maintained by the Company or a third party under contract with the Company)). Each Option so
granted shall be subject to the conditions set forth in this Section 7, and to such other conditions not inconsistent with
this Plan as may be reflected in the applicable Award Agreement. All Options granted under this Plan shall be Nonqualified Stock
Options.


 


(b) Exercise Price.
The exercise price (“Exercise Price”) per share of Common Stock for each Option shall not be less than
100% of the Fair Market Value of such share determined as of the Date of Grant.


 


(c) Vesting and
Expiration. Options shall vest and become exercisable in such manner and on such date or dates determined by the Committee
and as set forth in the applicable Award Agreement, and shall expire after such period, not to exceed ten (10) years from the Date
of Grant, as may be determined by the Committee (the “Option Period”). Both the unvested and the vested
portion of an Option shall immediately expire upon the termination of the Participant’s employment or service by the Company
for Cause.


 


Notwithstanding the foregoing
provisions of Section 7(c) and consistent with the requirements of applicable law, the Committee, in its sole discretion, may extend
the post-termination of employment period during which a Participant may exercise vested options.


 


(d) Method of Exercise
and Form of Payment. No Common Stock shall be delivered pursuant to the exercise of an Option until payment in full of
the Exercise Price therefor is received by the Company and the Participant has paid to the Company or otherwise provided for payment
of an amount equal to any federal, state, local and/or foreign income and employment taxes required to be withheld. Options that
have become exercisable may be exercised by delivery of written or electronic notice of exercise to the Company in accordance with
the terms of the Award Agreement accompanied by payment of the Exercise Price. Unless otherwise provided by the Committee in an
Award Agreement, the Exercise Price shall be payable (i) in cash, check (subject to collection), cash equivalent and/or vested
Common Stock valued at the Fair Market Value at the time the Option is exercised (including, pursuant to procedures approved by
the Committee, by means of attestation of ownership of a sufficient number of shares of Common Stock in lieu of actual delivery
of such shares to the Company); provided, however, that such Common Stock are not subject to any pledge or other
security interest and; (ii) by such other method as the Committee may permit in accordance with applicable law, in its sole
discretion, including without limitation: (A) in other property having a fair market value (as determined by the Committee
in its discretion) on the date of exercise equal to the Exercise Price or (B) if there is a public market for the Common Stock
at such time and the Common Stock may be issued pursuant to a registration statement on Form S-8 or subsequent similar for, by
means of a broker-assisted “cashless exercise” pursuant to which the Company is delivered a copy of irrevocable instructions
to a stockbroker to sell the Common Stock otherwise deliverable upon the exercise of the Option and to deliver promptly to the
Company an amount equal to the Exercise Price or (C) by a “net exercise” method whereby the Company withholds
from the delivery of the Common Stock for which the Option was exercised that number of shares of Common Stock having a Fair Market
Value equal to the aggregate Exercise Price for the Common Stock for which the Option was exercised. Any fractional shares of Common
Stock shall be settled in cash.


 






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(e) Compliance
with Laws, etc. Notwithstanding the foregoing, in no event shall a Participant be permitted to exercise an Option in a
manner that the Committee determines would violate the Sarbanes-Oxley Act of 2002, if applicable, or any other applicable law or
the applicable rules and regulations of the Securities and Exchange Commission or the applicable rules and regulations of any securities
exchange or inter-dealer quotation system on which the securities of the Company are listed or traded.


 


8. Stock Appreciation
Rights.


 


(a) Generally.
Each SAR granted under this Plan shall be evidenced by an Award Agreement (whether in paper or electronic medium (including email
or the posting on a web site maintained by the Company or a third party under contract with the Company)). Each SAR so granted
shall be subject to the conditions set forth in this Section 8, and to such other conditions not inconsistent with this Plan
as may be reflected in the applicable Award Agreement. Any Option granted under this Plan may include tandem SARs (i.e., SARs granted
in conjunction with an Award of Options under this Plan). The Committee also may award SARs to Eligible Persons independent of
any Option.


 


(b) Exercise Price.
The Exercise Price per share of Common Stock for each Option shall not be less than 100% of the Fair Market Value of such share
determined as of the Date of Grant.


 


(c) Vesting and
Expiration. A SAR granted in connection with an Option shall become exercisable and shall expire according to the same
vesting schedule and expiration provisions as the corresponding Option. A SAR granted independent of an Option shall vest and become
exercisable and shall expire in such manner and on such date or dates determined by the Committee and shall expire after such period,
not to exceed ten years, as may be determined by the Committee (the “SAR Period”); provided, however,
that notwithstanding any vesting dates set by the Committee, the Committee may, in its sole discretion, accelerate the exercisability
of any SAR, which acceleration shall not affect the terms and conditions of such SAR other than with respect to exercisability.
Unless otherwise provided by the Committee in an Award Agreement:


 


(i) an SAR shall vest
and become exercisable with respect to 100% of the Common Stock subject to such SAR on the third anniversary of the Date of Grant;


 


(ii) the unvested portion
of a SAR shall expire upon termination of employment or service of the Participant granted the SAR, and the vested portion of such
SAR shall remain exercisable for:


 


(A) one year following
termination of employment or service by reason of such Participant’s death or Disability (with the determination of Disability
to be made by the Committee on a case by case basis), but not later than the expiration of the SAR Period;


 






    	 	11	 



    


    

 


(B) for directors, officers
and employees of the Company only, for the remainder of the SAR Period following termination of employment or service by reason
of such Participant’s Retirement;


 


(C) 90 calendar days
following termination of employment or service for any reason other than such Participant’s death, Disability or Retirement,
and other than such Participant’s termination of employment or service for Cause, but not later than the expiration of the
SAR Period; and


 


(iii) both the unvested
and the vested portion of a SAR shall expire immediately upon the termination of the Participant’s employment or service
by the Company for Cause.


 


(d) Method of Exercise.
SARs that have become exercisable may be exercised by delivery of written or electronic notice of exercise to the Company in accordance
with the terms of the Award, specifying the number of SARs to be exercised and the date on which such SARs were awarded. Notwithstanding
the foregoing, if on the last day of the Option Period (or in the case of a SAR independent of an option, the SAR Period), the
Fair Market Value exceeds the Strike Price, the Participant has not exercised the SAR or the corresponding Option (if applicable),
and neither the SAR nor the corresponding Option (if applicable) has expired, such SAR shall be deemed to have been exercised by
the Participant on such last day and the Company shall make the appropriate payment therefor.


 


(e) Payment.
Upon the exercise of a SAR, the Company shall pay to the Participant the number of shares subject to the SAR that are being exercised
multiplied by a fraction, the numerator of which is the amount by which the Fair Market Value of one share of Common Stock on the
exercise date exceeds Strike Price and the denominator of which is the Fair Market Value on such date, and subtracting therefrom
an amount equal to any federal, state, local and non-U.S. income and employment taxes required to be withheld which the Participant
has not otherwise provided for. Unless the SAR Agreement otherwise provides, the Company shall issue the number of shares of Common
Stock computed as provided in the previous sentence or pay the Fair Market Value of such shares in cash, or any combination thereof,
as determined by the Committee. Any fractional share of Common Stock shall be settled in cash.


 


9. Restricted Stock
and Restricted Stock Units.


 


(a) Generally.
Each grant of Restricted Stock and Restricted Stock Units shall be evidenced by an Award Agreement (whether in paper or electronic
medium (including email or the posting on a web site maintained by the Company or a third party under contract with the Company)).
Each such grant shall be subject to the conditions set forth in this Section 9, and to such other conditions not inconsistent
with this Plan as may be reflected in the applicable Award Agreement. Restricted Stock and Restricted Stock Units shall be subject
to such restrictions on transferability and other restrictions as the Committee may impose (including, for example, limitations
on the right to vote Restricted Stock or the right to receive dividends on the Restricted Stock). Except as otherwise provided
in an Award Agreement, a Participant shall have none of the rights of a stockholder with respect to Restricted Stock Units until
such time as Common Stock are paid in settlement of such Awards.


 






    	 	12	 



    


    

 


(b) Restricted
Accounts; Escrow or Similar Arrangement. Upon the grant of Restricted Stock, a book entry in a restricted account shall
be established in the Participant’s name at the Company’s transfer agent and, if the Committee determines that the
Restricted Stock shall be held by the Company or in escrow rather than held in such restricted account pending the release of the
applicable restrictions, the Committee may require the Participant to additionally execute and deliver to the Company (i) an
escrow agreement satisfactory to the Committee, if applicable, and (ii) the appropriate stock power (endorsed in blank) with
signature medallion guaranteed with respect to the Restricted Stock covered by such agreement. If a Participant shall fail to execute
an agreement evidencing an Award of Restricted Stock and, if applicable, an escrow agreement and blank stock power within the amount
of time specified by the Committee, the Award shall be null and void ab initio. Subject to the restrictions set forth in
this Section 9 and the applicable Award Agreement, the Participant generally shall have the rights and privileges of a stockholder
as to such Restricted Stock, including without limitation the right to vote such Restricted Stock and the right to receive dividends,
if applicable. To the extent shares of Restricted Stock are forfeited, any stock certificates issued to the Participant evidencing
such shares shall be returned to the Company, and all rights of the Participant to such shares and as a stockholder with respect
thereto shall terminate without further obligation on the part of the Company.


 


(c) Vesting; Acceleration
of Lapse of Restrictions. The Restricted Period shall lapse with respect to Restricted Stock and Restricted Stock Units
at such times and under such conditions as are determined by the Committee.


 


(d) Delivery of
Restricted Stock and Settlement of Restricted Stock Units. (i) Upon the expiration of the Restricted Period with respect
to any shares of Restricted Stock, the restrictions set forth in the applicable Award Agreement shall be of no further force or
effect with respect to such shares, except as set forth in the applicable Award Agreement. If an escrow arrangement is used, upon
such expiration, the Company shall deliver to the Participant, or his beneficiary, without charge, the share certificate evidencing
the shares of Restricted Stock that have not then been forfeited and with respect to which the Restricted Period has expired (rounded
down to the nearest full share). Dividends, if any, that may have been withheld by the Committee and attributable to any particular
share of Restricted Stock shall be distributed to the Participant in cash or, at the sole discretion of the Committee, in shares
of Common Stock having a Fair Market Value equal to the amount of such dividends, upon the release of restrictions on such share
and, if such share is forfeited, the Participant shall have no right to such dividends (except as otherwise set forth by the Committee
in the applicable Award Agreement).


 


(ii) Unless otherwise
provided by the Committee in an Award Agreement, upon the expiration of the Restricted Period with respect to any outstanding Restricted
Stock Units, the Company shall deliver to the Participant, or his beneficiary, without charge, one share of Common Stock for each
such outstanding Restricted Stock Unit; provided, however, that the Committee may, in its sole discretion
and subject to the requirements of Section 409A of the Code, elect to (i) pay cash or part cash and part Common Stock in lieu
of delivering only Common Stock in respect of such Restricted Stock Units or (ii) defer the delivery of Common Stock (or cash
or part Common Stock and part cash, as the case may be) beyond the expiration of the Restricted Period if such delivery would result
in a violation of applicable law until such time as is no longer the case. If a cash payment is made in lieu of delivering Common
Stock, the amount of such payment shall be equal to the Fair Market Value of the Common Stock as of the date on which the Restricted
Period lapsed with respect to such Restricted Stock Units, less an amount equal to any federal, state, local and non-U.S. income
and employment taxes required to be withheld the payment of which is not otherwise provided for by the Participant.


 






    	 	13	 



    


    

 


10. Stock Bonus
Awards. The Committee may issue unrestricted Common Stock, or other Awards denominated in Common Stock, under this Plan to
Eligible Persons, either alone or in tandem with other awards, in such amounts as the Committee shall from time to time in its
sole discretion determine, provided that the shares of Common Stock shall only be unrestricted if such shares may be issued to
the Participant pursuant a registration statement on Form S-8 or subsequent similar form. Each Stock Bonus Award granted under
this Plan shall be evidenced by an Award Agreement (whether in paper or electronic medium (including email or the posting on a
web site maintained by the Company or a third party under contract with the Company)). Each Stock Bonus Award so granted shall
be subject to such conditions not inconsistent with this Plan as may be reflected in the applicable Award Agreement.


 


11. Changes in Capital
Structure and Similar Events. In the event of (a) any dividend or other distribution (whether in the form of cash, Common
Stock, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, amalgamation,
consolidation, split-up, split-off, combination, repurchase or exchange of shares of Common Stock or other securities of the Company,
issuance of warrants or other rights to acquire Common Stock or other securities of the Company, or other similar corporate transaction
or event (including, without limitation, a Change in Control) that affects the Common Stock, or (b) unusual or nonrecurring
events (including, without limitation, a Change in Control) affecting the Company, any Affiliate, or the financial statements of
the Company or any Affiliate, or changes in applicable rules, rulings, regulations or other requirements of any governmental body
or securities exchange or inter-dealer quotation system, accounting principles or law, such that in either case an adjustment is
determined by the Committee in its sole discretion to be necessary or appropriate in order to prevent dilution or enlargement of
rights, then the Committee shall make any such adjustments that are equitable, including without limitation any or all of the following:


 


(i) adjusting any or
all of (A) the number of shares of Common Stock or other securities of the Company (or number and kind of other securities
or other property) that may be delivered in respect of Awards or with respect to which Awards may be granted under this Plan (including,
without limitation, adjusting any or all of the limitations under Section 5 of this Plan) and (B) the terms of any outstanding
Award, including, without limitation, (1) the number of shares of Common Stock or other securities of the Company (or number
and kind of other securities or other property) subject to outstanding Awards or to which outstanding Awards relate, or (2) the
Exercise Price or Strike Price with respect to any Award;


 


(ii) subject to the
requirements of Section 409A of the Code, providing for a substitution or assumption of Awards, accelerating the exercisability
of, lapse of restrictions on, or termination of, Awards or providing for a period of time for exercise prior to the occurrence
of such event; and


 






    	 	14	 



    


    

 


(iii) subject to the
requirements of Section 409A of the Code, canceling any one or more outstanding Awards and causing to be paid to the holders thereof,
in cash, Common Stock, other securities or other property, or any combination thereof, the value of such Awards, if any, as determined
by the Committee (which if applicable may be based upon the price per share of Common Stock received or to be received by other
stockholders of the Company in such event), including without limitation, in the case of an outstanding Option or SAR, a cash payment
in an amount equal to the excess, if any, of the Fair Market Value (as of a date specified by the Committee) of the Common Stock
subject to such Option or SAR over the aggregate Exercise Price or Strike Price of such Option or SAR, respectively (it being understood
that, in such event, any Option or SAR having a per share Exercise Price or Strike Price equal to, or in excess of, the Fair Market
Value of a share of Common Stock subject thereto may be canceled and terminated without any payment or consideration therefor);
provided, however, that in the case of any “equity restructuring” (within the meaning of the Financial
Accounting Standards Board Statement of Financial Accounting Standards No. 123 (revised 2004) or ASC Topic 718, or any successor
thereto), the Committee shall make an equitable or proportionate adjustment to outstanding Awards to reflect such equity restructuring.
Any adjustments under this Section 11 shall be made in a manner that does not adversely affect the exemption provided pursuant
to Rule 16b-3 under the Exchange Act. The Company shall give each Participant notice of an adjustment hereunder and, upon notice,
such adjustment shall be conclusive and binding for all purposes.


 


12. Effect of Change
in Control. Except to the extent otherwise provided in an Award Agreement, in the event of a Change in Control, notwithstanding
any provision of this Plan to the contrary, with respect to all or any portion of a particular outstanding Award or Awards:


 


(a) all of the then outstanding
Options and SARs shall immediately vest and become immediately exercisable as of a time prior to the Change in Control;


 


(b) the Restricted Period
shall expire as of a time prior to the Change in Control;


 


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


 


13. Amendments and
Termination.


 


(a) Amendment and
Termination of this Plan. The Board may amend, alter, suspend, discontinue, or terminate this Plan or any portion thereof
at any time; provided, that (i) no amendment to the definition of Eligible Person in Section 2(p) or to Section 5(b) or Section
13(b) (to the extent required by the proviso in such Section 13(b)) shall be made without stockholder approval, and (ii) no such
amendment, alteration, suspension, discontinuation or termination shall be made without stockholder approval if such approval is
necessary to comply with any tax or regulatory requirement applicable to this Plan (including, without limitation, as necessary
to comply with any rules or requirements of any securities exchange or inter-dealer quotation system on which the Common Stock
may be listed or quoted or to prevent the Company from being denied a tax deduction under Section 162(m) of the Code); and,
provided, further, that any such amendment, alteration, suspension, discontinuance or termination that would
materially and adversely affect the rights of any Participant or any holder or beneficiary of any Award theretofore granted shall
not to that extent be effective without the prior written consent of the affected Participant, holder or beneficiary.


 






    	 	15	 



    


    

 


(b) Amendment of
Award Agreements. The Committee may, to the extent consistent with the terms of any applicable Award Agreement, waive any
conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore granted
or the associated Award Agreement, prospectively or retroactively; provided, however that any such waiver, amendment,
alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of any
Participant with respect to any Award theretofore granted shall not to that extent be effective without the consent of the affected
Participant.


 


14. General.


 


(a) Award Agreements.
Each Award under this Plan shall be evidenced by an Award Agreement, which shall be delivered to the Participant (whether in paper
or electronic medium (including email or the posting on a web site maintained by the Company or a third party under contract with
the Company)) and shall specify the terms and conditions of the Award and any rules applicable thereto, including without limitation,
the effect on such Award of the death, Disability or termination of employment or service of a Participant, or of such other events
as may be determined by the Committee. The Company’s failure to specify any term of any Award in any particular Award Agreement
shall not invalidate such term, provided such term was duly adopted by the Board or the Committee.


 


(b) Nontransferability;
Trading Restrictions.


 


(i) Each Award shall
be exercisable only by a Participant during the Participant’s lifetime, or, if permissible under applicable law, by the Participant’s
legal guardian or representative. No Award may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered
by a Participant other than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge,
attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or an Affiliate; provided that the
designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.


 


(ii) Notwithstanding
the foregoing, the Committee may, in its sole discretion, permit Awards (other than Incentive Stock Options) to be transferred
by a Participant, with or without consideration, subject to such rules as the Committee may adopt consistent with any applicable
Award Agreement to preserve the purposes of this Plan, to: (A) any person who is a “family member” of the Participant,
as such term is used in the instructions to Form S-8 under the Securities Act (collectively, the “Immediate Family
Members”); (B) a trust solely for the benefit of the Participant and his or her Immediate Family Members; or
(C) a partnership or limited liability company whose only partners or stockholders are the Participant and his or her Immediate
Family Members; or (D) any other transferee as may be approved either (I) by the Board or the Committee in its sole discretion,
or (II) as provided in the applicable Award Agreement (each transferee described in clauses (A), (B), (C) and (D) above is hereinafter
referred to as a “Permitted Transferee”); provided, that the Participant gives the Committee advance
written notice describing the terms and conditions of the proposed transfer and the Committee notifies the Participant in writing
that such a transfer would comply with the requirements of this Plan.


 






    	 	16	 



    


    

 


(iii) The terms of
any Award transferred in accordance with subparagraph (ii) above shall apply to the Permitted Transferee and any reference in this
Plan, or in any applicable Award Agreement, to a Participant shall be deemed to refer to the Permitted Transferee, except that
(A) Permitted Transferees shall not be entitled to transfer any Award, other than by will or the laws of descent and distribution;
(B) Permitted Transferees shall not be entitled to exercise any transferred Option unless there shall be in effect a registration
statement on an appropriate form covering the Common Stock to be acquired pursuant to the exercise of such Option if the Committee
determines, consistent with any applicable Award Agreement, that such a registration statement is necessary or appropriate; (C) the
Committee or the Company shall not be required to provide any notice to a Permitted Transferee, whether or not such notice is or
would otherwise have been required to be given to the Participant under this Plan or otherwise; and (D) the consequences of
the termination of the Participant’s employment by, or services to, the Company or an Affiliate under the terms of this Plan
and the applicable Award Agreement shall continue to be applied with respect to the Participant, including, without limitation,
that an Option shall be exercisable by the Permitted Transferee only to the extent, and for the periods, specified in this Plan
and the applicable Award Agreement.


 


(iv) The Committee
shall have the right, either on an Award-by-Award basis or as a matter of policy for all Awards or one or more classes of Awards,
to condition the delivery of vested Common Stock received in connection with such Award on the Participant’s agreement to
such restrictions as the Committee may determine.


 


(c) Tax Withholding.


 


(i) A Participant shall
be required to pay to the Company or any Affiliate, or the Company or any Affiliate shall have the right and is hereby authorized
to withhold, from any cash, Common Stock, other securities or other property deliverable under any Award or from any compensation
or other amounts owing to a Participant, the amount (in cash, Common Stock, other securities or other property) of any required
withholding taxes in respect of an Award, its exercise, or any payment or transfer under an Award or under this Plan and to take
such other action as may be necessary in the opinion of the Committee or the Company to satisfy all obligations for the payment
of such withholding and taxes. In addition, the Committee, in its discretion, may make arrangements mutually agreeable with a Participant
who is not an employee of the Company or an Affiliate to facilitate the payment of applicable income and self-employment taxes.


 


(ii) Without limiting
the generality of clause (i) above, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in
part, the foregoing withholding liability by (A) the delivery of shares of Common Stock (which are not subject to any pledge
or other security interest) owned by the Participant having a Fair Market Value equal to such withholding liability or (B) having
the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the exercise or settlement
of the Award a number of shares of Common Stock with a Fair Market Value equal to such withholding liability.


 






    	 	17	 



    


    

 


(d) No Claim to
Awards; No Rights to Continued Employment; Waiver. No employee of the Company or an Affiliate, or other person, shall have
any claim or right to be granted an Award under this Plan or, having been selected for the grant of an Award, to be selected for
a grant of any other Award. There is no obligation for uniformity of treatment of Participants or holders or beneficiaries of Awards.
The terms and conditions of Awards and the Committee’s determinations and interpretations with respect thereto need not be
the same with respect to each Participant and may be made selectively among Participants, whether or not such Participants are
similarly situated. Neither this Plan nor any action taken hereunder shall be construed as giving any Participant any right to
be retained in the employ or service of the Company or an Affiliate, nor shall it be construed as giving any Participant any rights
to continued service on the Board. The Company or any of its Affiliates may at any time dismiss a Participant from employment or
discontinue any consulting relationship, free from any liability or any claim under this Plan, unless otherwise expressly provided
in this Plan or any Award Agreement. By accepting an Award under this Plan, a Participant shall thereby be deemed to have waived
any claim to continued exercise or vesting of an Award or to damages or severance entitlement related to non-continuation of the
Award beyond the period provided under this Plan or any Award Agreement, notwithstanding any provision to the contrary in any written
employment contract or other agreement between the Company and its Affiliates and the Participant, whether any such agreement is
executed before, on or after the Date of Grant.


 


(e) International
Participants. With respect to Participants who reside or work outside of the United States of America and who are not (and
who are not expected to be) “covered employees” within the meaning of Section 162(m) of the Code, the Committee
may in its sole discretion amend the terms of this Plan or outstanding Awards (or establish a sub-plan) with respect to such Participants
in order to conform such terms with the requirements of local law or to obtain more favorable tax or other treatment for such Participants,
the Company or its Affiliates.


 


(f) Designation
and Change of Beneficiary. Each Participant may file with the Committee a written designation of one or more persons as
the beneficiary(ies) who shall be entitled to receive the amounts payable with respect to an Award, if any, due under this Plan
upon his or her death. A Participant may, from time to time, revoke or change his or her beneficiary designation without the consent
of any prior beneficiary by filing a new designation with the Committee. The last such designation filed with the Committee shall
be controlling; provided, however, that no designation, or change or revocation thereof, shall be effective
unless received by the Committee prior to the Participant’s death, and in no event shall it be effective as of a date prior
to such receipt. If no beneficiary designation is filed by a Participant, the beneficiary shall be deemed to be his or her spouse
or, if the Participant is unmarried at the time of death, his or her estate. Upon the occurrence of a Participant’s divorce
(as evidenced by a final order or decree of divorce), any spousal designation previously given by such Participant shall automatically
terminate.


 






    	 	18	 



    


    

 


(g) Termination
of Employment/Service. Unless determined otherwise by the Committee at any point following such event: (i) neither
a temporary absence from employment or service due to illness, vacation or leave of absence nor a transfer from employment or service
with the Company to employment or service with an Affiliate (or vice-versa) shall be considered a termination of employment or
service with the Company or an Affiliate; and (ii) if a Participant’s employment with the Company and its Affiliates
terminates, but such Participant continues to provide services to the Company and its Affiliates in a non-employee capacity (or
vice-versa), such change in status shall not be considered a termination of employment with the Company or an Affiliate for purposes
of this Plan unless the Committee, in its discretion, determines otherwise.


 


(h) No Rights as
a Stockholder. Except as otherwise specifically provided in this Plan or any Award Agreement, no person shall be entitled
to the privileges of ownership in respect of shares of Common Stock that are subject to Awards hereunder until such shares have
been issued or delivered to that person.


 


(i) Government
and Other Regulations.


 


(i) The obligation
of the Company to settle Awards in Common Stock or other consideration shall be subject to all applicable laws, rules, and regulations,
and to such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions of any Award to the
contrary, the Company shall be under no obligation to offer to sell or to sell, and shall be prohibited from offering to sell or
selling, any Common Stock pursuant to an Award unless such shares have been properly registered for sale pursuant to the Securities
Act with the Securities and Exchange Commission or unless the Company has received an opinion of counsel, satisfactory to the Company,
that such shares may be offered or sold without such registration pursuant to an available exemption therefrom and the terms and
conditions of such exemption have been fully complied with. The Company shall be under no obligation to register for sale under
the Securities Act any of the Common Stock to be offered or sold under this Plan. The Committee shall have the authority to provide
that all certificates for Common Stock or other securities of the Company or any Affiliate delivered under this Plan shall be subject
to such stop transfer orders and other restrictions as the Committee may deem advisable under this Plan, the applicable Award Agreement,
the federal securities laws, or the rules, regulations and other requirements of the Securities and Exchange Commission, any securities
exchange or inter-dealer quotation system upon which such shares or other securities are then listed or quoted and any other applicable
federal, state, local or non-U.S. laws, and, without limiting the generality of Section 9 of this Plan, the Committee may
cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. Notwithstanding
any provision in this Plan to the contrary, the Committee reserves the right to add any additional terms or provisions to any Award
granted under this Plan that it in its sole discretion deems necessary or advisable in order that such Award complies with the
legal requirements of any governmental entity to whose jurisdiction the Award is subject.


 






    	 	19	 



    


    

 


(ii) The Committee
may cancel an Award or any portion thereof if it determines, in its sole discretion, that legal or contractual restrictions and/or
blockage and/or other market considerations would make the Company’s acquisition of Common Stock from the public markets,
the Company’s issuance of Common Stock to the Participant, the Participant’s acquisition of Common Stock from the Company
and/or the Participant’s sale of Common Stock to the public markets, illegal, impracticable or inadvisable. If the Committee
determines to cancel all or any portion of an Award in accordance with the foregoing, unless doing so would violate Section 409A
of the Code, the Company shall pay to the Participant an amount equal to the excess of (A) the aggregate Fair Market Value
of the Common Stock subject to such Award or portion thereof canceled (determined as of the applicable exercise date, or the date
that the shares would have been vested or delivered, as applicable), over (B) the aggregate Exercise Price or Strike Price
(in the case of an Option or SAR, respectively) or any amount payable as a condition of delivery of Common Stock (in the case of
any other Award). Such amount shall be delivered to the Participant as soon as practicable following the cancellation of such Award
or portion thereof. The Committee shall have the discretion to consider and take action to mitigate the tax consequence to the
Participant in cancelling an Award in accordance with this clause.


 


(j) Payments to
Persons Other Than Participants. If the Committee shall find that any person to whom any amount is payable under this Plan
is unable to care for his affairs because of illness or accident, or is a minor, or has died, then any payment due to such person
or his estate (unless a prior claim therefor has been made by a duly appointed legal representative) may, if the Committee so directs
the Company, be paid to his spouse, child, relative, an institution maintaining or having custody of such person, or any other
person deemed by the Committee to be a proper recipient on behalf of such person otherwise entitled to payment. Any such payment
shall be a complete discharge of the liability of the Committee and the Company therefor.


 


(k) Nonexclusivity
of this Plan. Neither the adoption of this Plan by the Board nor the submission of this Plan to the stockholders of the
Company for approval shall be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements
as it may deem desirable, including, without limitation, the granting of stock options or other equity-based awards otherwise than
under this Plan, and such arrangements may be either applicable generally or only in specific cases.


 


(l) No Trust or
Fund Created. Neither this Plan nor any Award shall create or be construed to create a trust or separate fund of any kind
or a fiduciary relationship between the Company or any Affiliate, on the one hand, and a Participant or other person or entity,
on the other hand. No provision of this Plan or any Award shall require the Company, for the purpose of satisfying any obligations
under this Plan, to purchase assets or place any assets in a trust or other entity to which contributions are made or otherwise
to segregate any assets, nor shall the Company maintain separate bank accounts, books, records or other evidence of the existence
of a segregated or separately maintained or administered fund for such purposes. Participants shall have no rights under this Plan
other than as general unsecured creditors of the Company, except that insofar as they may have become entitled to payment of additional
compensation by performance of services, they shall have the same rights as other employees under applicable law.


 


(m) Reliance on
Reports. Each member of the Committee and each member of the Board shall be fully justified in acting or failing to act,
as the case may be, and shall not be liable for having so acted or failed to act in good faith, in reliance upon any report made
by the independent public accountant of the Company and its Affiliates and/or any other information furnished in connection with
this Plan by any agent of the Company or the Committee or the Board, other than himself.


 






    	 	20	 



    


    

 


(n) Relationship
to Other Benefits. No payment under this Plan shall be taken into account in determining any benefits under any pension,
retirement, profit sharing, group insurance or other benefit plan of the Company except as otherwise specifically provided in such
other plan.


 


(o) Governing Law.
This Plan shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect
to the conflict of laws provisions.


 


(p) Severability.
If any provision of this Plan or any Award or Award Agreement is or becomes or is deemed to be invalid, illegal, or unenforceable
in any jurisdiction or as to any person or entity or Award, or would disqualify this Plan or any Award under any law deemed applicable
by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws in the manner that most
closely reflects the original intent of the Award or this Plan, or if it cannot be construed or deemed amended without, in the
determination of the Committee, materially altering the intent of this Plan or the Award, such provision shall be construed or
deemed stricken as to such jurisdiction, person or entity or Award and the remainder of this Plan and any such Award shall remain
in full force and effect.


 


(q) Obligations
Binding on Successors. The obligations of the Company under this Plan shall be binding upon any successor corporation or
organization resulting from the merger, amalgamation, consolidation or other reorganization of the Company, or upon any successor
corporation or organization succeeding to substantially all of the assets and business of the Company.


 


(r) Expenses; Gender;
Titles and Headings. The expenses of administering this Plan shall be borne by the Company and its Affiliates. Masculine
pronouns and other words of masculine gender shall refer to both men and women. The titles and headings of the sections in this
Plan are for convenience of reference only, and in the event of any conflict, the text of this Plan, rather than such titles or
headings shall control.


 


(s) Other Agreements.
Notwithstanding the above, the Committee may require, as a condition to the grant of and/or the receipt of Common Stock under an
Award, that the Participant execute lock-up, stockholder or other agreements, as it may determine in its sole and absolute discretion.


 






    	 	21	 



    


    

 


(t) Section 409A.
This Plan and all Awards granted hereunder are intended to comply with, or otherwise be exempt from, the requirements of Section
409A of the Code. This Plan and all Awards granted under this Plan shall be administered, interpreted, and construed in a manner
consistent with Section 409A of the Code to the extent necessary to avoid the imposition of additional taxes under Section 409A(a)(1)(B)
of the Code. Notwithstanding anything in this Plan to the contrary, in no event shall the Committee exercise its discretion to
accelerate the payment or settlement of an Award where such payment or settlement constitutes deferred compensation within the
meaning of Section 409A of the Code unless, and solely to the extent that, such accelerated payment or settlement is permissible
under Section 1.409A-3(j)(4) of the Treasury Regulations. If a Participant is a “specified employee” (within the meaning
of Section 1.409A-1(i) of the Treasury Regulations) at any time during the twelve (12)-month period ending on the date of his termination
of employment, and any Award hereunder subject to the requirements of Section 409A of the Code is to be satisfied on account of
the Participant’s termination of employment, satisfaction of such Award shall be suspended until the date that is six (6)
months after the date of such termination of employment.


 


(u) Payments.
Participants shall be required to pay, to the extent required by applicable law, any amounts required in order to receive Common
Stock under any Award made under this Plan.


 


 


 


 


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