Exhibit 10.3


 


NUO THERAPEUTICS, INC.


2016 OMNIBUS INCENTIVE COMPENSATION
PLAN


(As amended and restated by the Board
of Directors on August 4, 2016,


subject to approval by the Company’s
shareholders)


 


Article 1.

Effective Date, Objectives and Duration


 


1.1       Effective Date of the Plan.   
NUO THERAPEUTICS, INC., a Delaware corporation (the “Company”), adopted this 2016 Omnibus Incentive Compensation Plan
(the “Plan”) on July 1, 2016, subject to approval by the Company’s shareholders. The terms of the Plan are set
forth herein.


 


1.2       Objectives of the Plan.    The
Plan is intended (a) to allow selected employees of and consultants to the Company and its Subsidiaries to acquire or increase
equity ownership in the Company, thereby strengthening their commitment to the success of the Company and stimulating their efforts
on behalf of the Company, and to assist the Company and its Subsidiaries in attracting new employees, officers and consultants
and retaining existing employees and consultants, (b) to provide annual cash incentive compensation opportunities that are competitive
with those of other peer corporations, (c) to optimize the profitability and growth of the Company and its Subsidiaries through
incentives which are consistent with the Company’s goals, (d) to provide Grantees with an incentive for excellence in individual
performance, (e) to promote teamwork among employees, consultants and Non-Employee Directors, and (f) to attract and retain highly
qualified persons to serve as Non-Employee Directors and to promote ownership by such Non-Employee Directors of a greater proprietary
interest in the Company, thereby aligning such Non-Employee Directors’ interests more closely with the interests of the
Company’s shareholders.


 


1.3       Duration
of the Plan.   The Plan shall commence on July 1, 2016 (the “Effective Date”) and shall remain in effect, subject
to the right of the Board of Directors of the Company (“Board”) to amend or terminate the Plan at any time pursuant
to Article 16 hereof, until the earlier of July 1, 2026, or the date all Shares subject to the Plan shall have been purchased
or acquired and the restrictions on all Restricted Shares granted under the Plan shall have lapsed, according to the Plan’s
provisions.


 


Article 2.

Definitions


 


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


 


2.1       “Affiliate”
means any corporation or other entity, including but not limited to partnerships, limited liability companies and joint
ventures, with respect to which the Company, directly or indirectly, owns as applicable (a) stock possessing more than fifty
percent (50%) of the total combined voting power of all classes of stock entitled to vote, or more than fifty percent (50%)
of the total value of all shares of all classes of stock of such corporation, or (b) an aggregate of more than fifty percent
(50%) of the profits interest or capital interest of a non-corporate entity.


 



    	 	 	 



    	 	 	 



    

 


2.2       “Award”
means Options (including non-qualified options and Incentive Stock Options), SARs, Restricted Shares, Performance Units
(which may be paid in cash), Performance Shares, Deferred Stock, Restricted Stock Units, Dividend Equivalents, Bonus Shares,
Cash Incentive Awards or Other Stock-Based Awards granted under the Plan.


 


2.3       “Award
Agreement” means either (a) a written agreement entered into by the Company and a Grantee setting forth the terms
and provisions applicable to an Award granted under this Plan, or (b) a written statement issued by the Company to a Grantee
describing the terms and provisions of such Award, including any amendment or modification thereof. The Committee may provide
for the use of electronic, internet or other non-paper Award Agreements and the use of electronic, internet or other
non-paper means for the acceptance thereof and actions thereunder by the Grantee.


 


2.4       “Board”
means the Board of Directors of the Company.


 


2.5       “Bonus
Shares” means Shares that are awarded to a Grantee with or without cost and without restrictions either in
recognition of past performance (whether determined by reference to another employee benefit plan of the Company or
otherwise), as an inducement to become an Eligible Person or, with the consent of the Grantee, as payment in lieu of any cash
remuneration otherwise payable to the Grantee.


 


2.6       “Cash
Incentive Award” means an Award granted under Article 15 of the Plan.


 


2.7       “CEO”
means the Chief Executive Officer of the Company.


 


2.8       “Code”
means the Internal Revenue Code of 1986, as amended from time to time. References to a particular section of the Code include
references to regulations and rulings thereunder and to successor provisions.


 


2.9       “Committee”
or “Incentive Plan Committee” has the meaning set forth in Section 3.1(a).


 


2.10     “Compensation
Committee” means the compensation committee of the Board.


 


2.11     “Covered
Employee” means a Grantee who, as of the last day of the fiscal year in which the value of an Award is recognizable
as income for federal income tax purposes, is a “covered employee,” within the meaning of Code Section 162(m),
with respect to the Company.


 


2.12     “Deferred
Stock” means a right, granted under Article 10, to receive Shares at the end of a specified deferral period.


 


2.13     “Disability”
or “Disabled” means, unless otherwise defined in an Award Agreement, or as otherwise determined under
procedures established by the Committee for purposes of the Plan:


 


(a)        Except
as provided in (b) below, a disability within the meaning of Section 22(e)(3) of the Code; and


 



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(b)        In
the case of any Award that constitutes deferred compensation within the meaning of Section 409A of the Code, a disability as defined
in regulations under Code Section 409A. For purpose of Code Section 409A, a Grantee will be considered Disabled if:


 


(i)       the
Grantee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment
which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months,
or


 


(ii)       the
Grantee is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can
be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period
of not less than three (3) months under an accident and health plan covering employees of the Grantee’s employer.


 


2.14     “Dividend
Equivalent” means a right to receive payments equal to dividends or property, if and when paid or distributed, on a
specified number of Shares.


 


2.15     “Effective
Date” has the meaning set forth in Section 1.3.


 


2.16     “Eligible
Person” means any employee (including any officer) of, or non-employee consultant to, or Non-Employee Director of,
the Company or any Affiliate, or potential employee (including a potential officer) of, or non-employee consultant to, the
Company or an Affiliate; provided, however, that solely with respect to the grant of an Incentive Stock Option, an Eligible
Person shall be any employee (including any officer) of the Company or any Subsidiary Corporation. Solely for purposes of
Section 5.6(b), current or former employees or non-employee directors of, or consultants to, of an Acquired Entity who
receive Substitute Awards in substitution for Acquired Entity Awards shall be considered Eligible Persons under this Plan
with respect to such Substitute Awards.


 


2.17     “Exchange
Act” means the Securities Exchange Act of 1934, as amended from time to time. References to a particular section of
the Exchange Act include references to successor provisions.


 


2.18     “Exercise
Price” means (a) with respect to an Option, the price at which a Share may be purchased by a Grantee pursuant to
such Option or (b) with respect to an SAR, the price established at the time an SAR is granted pursuant to Article 7, which
is used to determine the amount, if any, of the payment due to a Grantee upon exercise the SAR.


 


2.19     “Fair
Market Value” means a price that is based on the opening, closing, actual, high, low, or the arithmetic mean of
selling prices of a Share reported on the NASDAQ Global Market (“NASDAQ”), or if not the NASDAQ, on the
established stock exchange which is the principal exchange upon which the Shares are traded on the applicable date or the
preceding trading day. Unless the Committee determines otherwise, if the Shares are traded over the counter at the time a
determination of its Fair Market Value is required to be made hereunder, Fair Market Value shall be deemed to be equal to the
arithmetic mean between the reported high and low or closing bid and asked prices of a Share on the applicable date, or if no
such trades were made that day then the most recent date on which Shares were publicly traded. In the event Shares are not
publicly traded at the time a determination of their value is required to be made hereunder, the determination of their Fair
Market Value shall be made by the Committee in such manner as it deems appropriate provided such manner is consistent with
Treasury Regulation 1.409A-1(b)(5)(iv)(B).


 






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2.20     “Grant
Date” means the date on which an Award is granted or such later date as specified in advance by the Committee.


 


2.21     “Grantee”
means a person who has been granted an Award.


 


2.22     “Incentive
Stock Option” means an Option that is intended to meet the requirements of Section 422 of the Code.


 


2.23     “Including”
or “includes” means “including, without limitation,” or “includes, without
limitation,” respectively.


 


2.24     “Management
Committee” has the meaning set forth in Section 3.1(b).


 


2.25     “Non-Employee
Director” means a member of the Board who is not an employee of the Company or any Affiliate.


 


2.26     “Option”
means an option granted under Article 6 of the Plan.


 


2.27     “Other
Stock-Based Award” means a right, granted under Article 13 hereof, that relates to or is valued by reference to
Shares or other Awards relating to Shares.


 


2.28     “Performance-Based
Exception” means the performance-based exception from the tax deductibility limitations of Code Section 162(m)
contained in Code Section 162(m)(4)(C) (including the special provisions for options thereunder). No Award (other than Stock
Options, SARs and Restricted Shares granted during the Section 162(m) Transition Period) granted after the Company becomes
Publicly Held shall satisfy the Performance-Based Exception unless such Award is granted after the shareholders have approved
the material terms of this Plan (including the provisions of Section 4.3 and 4.4) after the Company becomes Publicly Held.
Notwithstanding the foregoing, nothing in this Plan shall be construed to mean that an Award which does not satisfy the
requirements for performance-based compensation under Code Section 162(m) does not constitute performance-based compensation
for other purposes, including Code Section 409A.


 


2.29     “Performance
Measures” has the meaning set forth in Section 4.4.


 


2.30     “Performance
Period” means the time period during which performance goals must be met.


 


2.31     “Performance
Share” and “Performance Unit” have the respective meanings set forth in Article 9.


 


2.32     “Period
of Restriction” means the period during which Restricted Shares are subject to forfeiture if the conditions
specified in the Award Agreement are not satisfied.


 



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2.33     “Person”
means any individual, sole proprietorship, partnership, joint venture, limited liability company, trust, unincorporated
organization, association, corporation, institution, public benefit corporation, entity or government instrumentality,
division, agency, body or department.


 


2.34     “Publicly
Held” has the meaning set forth in Section 4.3.


 


2.35     “Restricted
Shares” means Shares, granted under Article 8, that are both subject to forfeiture and are nontransferable if the
Grantee does not satisfy the conditions specified in the Award Agreement applicable to such Shares.


 


2.36     “Restricted
Stock Units” are rights, granted under Article 10, to receive Shares if the Grantee satisfies the conditions
specified in the Award Agreement applicable to such rights.


 


2.37     “Rule
16b-3” means Rule 16b-3 promulgated by the SEC under the Exchange Act, as amended from time to time, together with
any successor rule.


 


2.38     “SEC”
means the United States Securities and Exchange Commission, or any successor thereto.


 


2.39     “Section
16 Non-Employee Director” means a member of the Board who satisfies the requirements to qualify as a
“non-employee director” under Rule 16b-3.


 


2.40     “Section
16 Person” means a person who is subject to potential liability under Section 16(b) of the Exchange Act with
respect to transactions involving equity securities of the Company.


 


2.41     “Section
162(m) Transition Period” means the transition period commencing on the date the Company becomes Publicly Held and
ending on the earliest of: (a) the first material modification of the Plan (including any increase in the number of shares
reserved for issuance under the Plan in accordance with Section 4.1) after the Company becomes Publicly Held; (b) the
issuance of all of the Shares reserved for issuance under the Plan; (c) the expiration of the Plan; (d) the first meeting of
shareholders at which members of the Board are to be elected that occurs after the close of the third calendar year following
the calendar year in which the Company becomes Publicly Held pursuant to an initial public offering of any class of the
Company’s common equity securities; or (e) if the Company becomes Publicly Held without an initial public offering of
any class of its common equity securities, the first calendar year following the calendar year in which the Company becomes
Publicly Held.


 


2.42     “Separation
from Service” means, with respect to any Award that constitutes deferred compensation within the meaning of Code
Section 409A, a “separation from service” as defined in Treasury Regulation Section 1.409A-1(h). For this
purpose, a “separation from service” is deemed to occur on the date that the Company and the Grantee reasonably
anticipate that the level of bona fide services the Grantee would perform for the Company and/or any Affiliates after that
date (whether as an employee, Non-Employee Director or consultant or independent contractor) would permanently decrease to a
level that, based on the facts and circumstances, would constitute a separation from service; provided that a decrease to a
level that is 50% or more of the average level of bona fide services provided over the prior 36 months shall not be a
separation from service, and a decrease to a level that is 20% or less of the average level of such bona fide services shall
be a separation from service. The Committee retains the right and discretion to specify, and may specify, whether a
separation from service occurs for individuals providing services to the Company or an Affiliate immediately prior to an
asset purchase transaction in which the Company or an Affiliate is the seller who provide services to a buyer after and in
connection with such asset purchase transaction; provided, such specification is made in accordance with the requirements of
Treasury Regulation Section 1.409A-1(h)(4).


 



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2.43     “Share”
means a share of Common Stock, par value $0.0001 per share, of the Company and such other securities of the Company, as may
be substituted or resubstituted for Shares pursuant to Section 4.2 hereof.


 


2.44     “Stock
Appreciation Right” or “SAR” means an Award granted under Article 7 of the Plan.


 


2.45     “Subsidiary
Corporation” means a corporation other than the Company in an unbroken chain of corporations beginning with the
Company if, at the time of granting the Option, each of the corporations other than the last corporation in the unbroken
chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other
corporations in such chain.


 


2.46     “Surviving
Company” means the surviving corporation in any merger or consolidation, involving the Company, including the
Company if the Company is the surviving corporation, or the direct or indirect parent company of the Company or such
surviving corporation following a sale of substantially all of the outstanding stock of the Company.


 


2.47     “Term”
of any Option or SAR means the period beginning on the Grant Date of an Option or SAR and ending on the date such Option or
SAR expires, terminates or is cancelled. No Option or SAR granted under this Plan shall have a Term exceeding 10 years.


 


2.48     “Termination
of Affiliation” occurs on the first day on which an individual is for any reason no longer providing services to
the Company or any Affiliate in the capacity of an employee, officer or consultant or with respect to an individual who is an
employee or officer of or a consultant to an Affiliate, the first day on which such entity ceases to be an Affiliate of the
Company; provided, however, that if an Award constitutes deferred compensation within the meaning of Code Section 409A,
Termination of Affiliation with respect to such Award shall mean the Grantee’s Separation from Service.


 


Article 3.

Administration


 


3.1       Committee.


 


(a)       
Subject to Article 14, and to Section 3.2, the Plan shall be administered by a Committee (the “Incentive Plan
Committee” or the “Committee”) appointed by the Board from time to time. Notwithstanding the foregoing,
either the Board or the Compensation Committee may at any time and in one or more instances reserve administrative powers to
itself as the Committee or exercise any of the administrative powers of the Committee. To the extent the Board or
Compensation Committee considers it desirable to comply with Rule 16b-3 or meet the Performance-Based Exception, the
Committee shall consist of two or more directors of the Company, all of whom qualify as “outside directors”
within the meaning of Code Section 162(m) and Section 16 Non-Employee Directors. The number of members of the Committee shall
from time to time be increased or decreased, and shall be subject to such conditions, in each case if and to the extent the
Board deems it appropriate to permit transactions in Shares pursuant to the Plan to satisfy such conditions of Rule 16b-3 and
the Performance-Based Exception as then in effect.


 



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(b)       The
Board or the Compensation Committee may appoint and delegate to another committee (“Management Committee”), or to the
CEO, any or all of the authority of the Board or the Committee, as applicable, with respect to Awards to Grantees other than Grantees
who are executive officers, Non-Employee Directors, or are (or are expected to be) Covered Employees and/or are Section 16 Persons
at the time any such delegated authority is exercised.


 


(c)        Unless
the context requires otherwise, any references herein to “Committee” include references to the Incentive Plan Committee,
the Board or the Compensation Committee to the extent the Incentive Plan Committee, the Board or the Compensation Committee, as
applicable, has assumed or exercises administrative powers itself as the Committee pursuant to subsection (a), and to the Management
Committee or the CEO to the extent either has been delegated authority pursuant to subsection (b), as applicable; provided that
(i) for purposes of Awards to Non-Employee Directors, “Committee” shall include only the full Board, and (ii) for purposes
of Awards intended to comply with Rule 16b-3 or meet the Performance-Based Exception, “Committee” shall include only
the Incentive Plan Committee or the Compensation Committee.


 


3.2       Powers
of Committee.  Subject to and consistent with the provisions of the Plan (including Article 14), the Committee has full and
final authority and sole discretion as follows; provided that any such authority or discretion exercised with respect to a specific
Non-Employee Director shall be approved by the affirmative vote of a majority of the members of the Board, even if not a quorum,
but excluding the Non-Employee Director with respect to whom such authority or discretion is exercised:


 


(a)        to
determine when, to whom and in what types and amounts Awards should be granted;


 


(b)        to
grant Awards to Eligible Persons in any number and to determine the terms and conditions applicable to each Award (including the
number of Shares or the amount of cash or other property to which an Award will relate, any Exercise Price or purchase price, any
limitation or restriction, any schedule for or performance conditions relating to the earning of the Award or the lapse of limitations,
forfeiture restrictions, restrictions on exercisability or transferability, any performance goals including those relating to the
Company and/or an Affiliate and/or any division thereof and/or an individual, and/or vesting based on the passage of time, based
in each case on such considerations as the Committee shall determine);


 


(c)        to
determine the benefit payable under any Performance Unit, Performance Share, Dividend Equivalent, Other Stock-Based Award or Cash
Incentive Award and to determine whether any performance or vesting conditions have been satisfied;


 



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(d)        to
determine whether or not specific Awards shall be granted in connection with other specific Awards, and if so, whether they shall
be exercisable cumulatively with, or alternatively to, such other specific Awards and all other matters to be determined in connection
with an Award;


 


(e)        to
determine the Term of any Option or SAR;


 


(f)         to
determine the amount, if any, that a Grantee shall pay for Restricted Shares, whether to permit or require the payment of cash
dividends thereon to be deferred and the terms related thereto, when Restricted Shares (including Restricted Shares acquired upon
the exercise of an Option) shall be forfeited and whether such shares shall be held in escrow;


 


(g)        to
determine whether, to what extent and under what circumstances an Award may be settled in, or the exercise price of an Award may
be paid in, cash, Shares, other Awards or other property, or an Award may be accelerated, vested, canceled, forfeited or surrendered
or any terms of the Award may be waived, and to accelerate the exercisability of, and to accelerate or waive any or all of the
terms and conditions applicable to, any Award or any group of Awards for any reason and at any time;


 


(h)        to
determine with respect to Awards granted to Eligible Persons whether, to what extent and under what circumstances cash, Shares,
other Awards, other property and other amounts payable with respect to an Award will be deferred, either at the election of the
Grantee or if and to the extent specified in the Award Agreement automatically or at the election of the Committee (whether to
limit loss of deductions pursuant to Code Section 162(m) or otherwise);


 


(i)         to
offer to exchange or buy out any previously granted Award for a payment in cash, Shares or other Award;


 


(j)         to
construe and interpret the Plan and to make all determinations, including factual determinations, necessary or advisable for the
administration of the Plan;


 


(k)        to
make, amend, suspend, waive and rescind rules and regulations relating to the Plan;


 


(l)         to
appoint such agents as the Committee may deem necessary or advisable to administer the Plan;


 


(m)       to
determine the terms and conditions of all Award Agreements applicable to Eligible Persons (which need not be identical) and, with
the consent of the Grantee, to amend any such Award Agreement at any time, among other things, to permit transfers of such Awards
to the extent permitted by the Plan; provided that the consent of the Grantee shall not be required for any amendment (i) which
does not adversely affect the rights of the Grantee, or (ii) which is necessary or advisable (as determined by the Committee) to
carry out the purpose of the Award as a result of any new applicable law or change in an existing applicable law, or (iii) to the
extent the Award Agreement specifically permits amendment without consent;


 



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(n)        to
cancel, with the consent of the Grantee, outstanding Awards and to grant new Awards in substitution therefor;


 


(o)        to
impose such additional terms and conditions upon the grant, exercise or retention of Awards as the Committee may, before or concurrently
with the grant thereof, deem appropriate, including limiting the percentage of Awards which may from time to time be exercised
by a Grantee;


 


(p)        to
make adjustments in the terms and conditions of, and the criteria in, Awards in recognition of unusual or nonrecurring events (including
events described in Section 4.2) affecting the Company or an Affiliate or the financial statements of the Company or an Affiliate,
or in response to changes in applicable laws, regulations or accounting principles; provided, however, that in no event shall such
adjustment increase the value of an Award for a person expected to be a Covered Employee for whom the Committee desires to have
the Performance-Based Exception apply;


 


(q)        to
correct any defect or supply any omission or reconcile any inconsistency, and to construe and interpret the Plan, the rules and
regulations, and Award Agreement or any other instrument entered into or relating to an Award under the Plan; and


 


(r)         to
take any other action with respect to any matters relating to the Plan for which it is responsible and to make all other decisions
and determinations as may be required under the terms of the Plan or as the Committee may deem necessary or advisable for the administration
of the Plan.


 


Any action of the Committee
with respect to the Plan shall be final, conclusive and binding on all persons, including the Company, its Affiliates, any Grantee,
any person claiming any rights under the Plan from or through any Grantee, and shareholders, except to the extent the Committee
may subsequently modify, or take further action not consistent with, its prior action. If not specified in the Plan, the time at
which the Committee must or may make any determination shall be determined by the Committee, and any such determination may thereafter
be modified by the Committee. The express grant of any specific power to the Committee, and the taking of any action by the Committee,
shall not be construed as limiting any power or authority of the Committee. The Committee may delegate to officers or managers
of the Company or any Affiliate the authority, subject to such terms as the Committee shall determine, to perform specified functions
under the Plan (subject to Sections 4.3 and 5.7(c)).


 


3.3       No
Repricings.  Notwithstanding any provision in Section 3.2 to the contrary, the terms of any outstanding Option or SAR may not
be amended to reduce the Exercise Price of such Option or SAR or cancel any outstanding Option or SAR in exchange for other Options
or SARs with an Exercise Price that is less than the Exercise Price of the cancelled Option or SAR or for any cash payment (or
Shares having a Fair Market Value) in an amount that exceeds the excess of the Fair Market Value of the Shares underlying such
cancelled Option or SAR over the aggregate Exercise Price of such Option or SAR or for any other Award, without shareholder approval;
provided, however, that the restrictions set forth in this Section 3.3, shall not apply (i) unless the Company has a class of
stock that is registered under Section 12 of the Exchange Act or (ii) to any adjustment allowed under Section 4.2.


 



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Article 4.

Shares Subject to the Plan, Maximum Awards, and 162(m) Compliance


 


4.1       Number
of Shares Available for Grants. Subject to adjustment as provided in Section 4.2 and except as provided in Section 5.6(b),
the maximum number of Shares hereby reserved for delivery under the Plan (including Shares previously delivered under this Plan)
shall initially be 1,500,000 Shares, plus an annual increase, to be added on the first day of each fiscal year beginning with
the fiscal year ending December 31, 2017, equal to six percent (6%) of the Shares so reserved for delivery under the Plan as of
the last day of the immediately preceding fiscal year; provided, however, that the aggregate number of Shares reserved
for delivery pursuant to such increases (including Shares previously delivered under this Plan pursuant to such increases) shall
not exceed a total of 1,000,000 Shares.


 


If any Shares subject
to an Award granted hereunder (other than a Substitute Award granted pursuant to Section 5.6.(b)) are forfeited or such Award otherwise
terminates without the delivery of such Shares, the Shares subject to such Award, to the extent of any such forfeiture or termination,
shall again be available for grant under the Plan. For avoidance of doubt, however, if any Shares subject to an Award granted hereunder
are withheld or applied as payment in connection with the exercise of an Award or the withholding or payment of taxes related thereto
(“Returned Shares”), such Returned Shares will be treated as having been delivered for purposes of determining the
maximum number of Shares available for grant under the Plan and shall not again be treated as available for grant under the Plan.
Moreover, the number of Shares available for issuance under the Plan may not be increased through the Company’s purchase
of Shares on the open market with the proceeds obtained from the exercise of any Options granted hereunder. Upon settlement of
an SAR, the number of Shares underlying the portion of the SAR that is exercised will be treated as having been delivered for purposes
of determining the maximum number of Shares available for grant under the Plan and shall not again be treated as available for
grant under the Plan.


 


Shares delivered pursuant
to the Plan may be, in whole or in part, authorized and unissued Shares, or treasury Shares, including Shares repurchased by the
Company for purposes of the Plan.


 


4.2       Adjustments in Authorized Shares
and Awards; Liquidation, Dissolution or Change of Control.


 


(a)        Adjustment
in Authorized Shares and Awards. In the event that the Committee determines that any dividend or other distribution (whether
in the form of cash, Shares, or other property), recapitalization, forward or reverse stock split, subdivision, consolidation or
reduction of capital, reorganization, merger, consolidation, scheme of arrangement, split-up, spin-off or combination involving
the Company or repurchase or exchange of Shares or other securities of the Company or other rights to purchase Shares or other
securities of the Company, or other similar corporate transaction or event affects the Shares such that any adjustment is determined
by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to
be made available under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the
number and type of Shares (or other securities or property) with respect to which Awards may be granted, (ii) the number and type
of Shares (or other securities or property) subject to outstanding Awards, (iii) the Exercise Price with respect to any Award or,
if deemed appropriate, make provision for a cash payment to the holder of an outstanding Award, and (iv) the number and kind of
Shares of outstanding Restricted Shares, or the Shares underlying any Award of Restricted Stock Units, Deferred Stock or other
outstanding Share-based Award. Notwithstanding the foregoing, no such adjustment shall be authorized with respect to any Options
or SARs to the extent that such adjustment would cause the Option or SAR (determined as if such Option or SAR was an Incentive
Stock Option) to violate Section 424(a) of the Code or otherwise subject any Grantee to taxation under Section 409A of the Code;
and provided further that the number of Shares subject to any Award denominated in Shares shall always be a whole number.


 



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(b)        Merger,
Consolidation or Similar Corporate Transaction. In the event of a merger or consolidation of the Company with or into another
corporation or a sale of substantially all of the stock of the Company (a “Corporate Transaction”), unless an outstanding
Award is assumed by the Surviving Company or replaced with an equivalent Award granted by the Surviving Company in substitution
for such outstanding Award, the Committee shall cancel any outstanding Awards that are not vested and nonforfeitable as of the
consummation of such Corporate Transaction (unless the Committee accelerates the vesting of any such Awards) and with respect to
any vested and nonforfeitable Awards, the Committee may either (i) allow all Grantees to exercise such Awards of Options and SARs
within a reasonable period prior to the consummation of the Corporate Transaction and cancel any outstanding Options or SARs that
remain unexercised upon consummation of the Corporate Transaction, or (ii) cancel any or all of such outstanding Awards in exchange
for a payment (in cash, or in securities or other property) in an amount equal to the amount that the Grantee would have received
(net of the Exercise Price with respect to any Options or SARs) if such vested Awards were settled or distributed or such vested
Options and SARs were exercised immediately prior to the consummation of the Corporate Transaction. Notwithstanding the foregoing,
if an Option or SAR is not assumed by the Surviving Company or replaced with an equivalent Award issued by the Surviving Company
and the Exercise Price with respect to any outstanding Option or SAR exceeds the Fair Market Value of the Shares immediately prior
to the consummation of the Corporation Transaction, such Awards shall be cancelled without any payment to the Grantee.


 


(c)        Liquidation
or Dissolution of the Company. In the event of the proposed dissolution or liquidation of the Company, each Award will terminate
immediately prior to the consummation of such proposed action, unless otherwise provided by the Committee. Additionally, the Committee
may, in the exercise of its sole discretion, cause Awards to be vested and non-forfeitable and cause any conditions on any such
Award to lapse, as to all or any part of such Award, including Shares as to which the Award would not otherwise be exercisable
or non-forfeitable and allow all Grantees to exercise such Awards of Options and SARs within a reasonable period prior to the consummation
of such proposed action. Any Awards that remain unexercised upon consummation of such proposed action shall be cancelled.


 



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(d)        Deferred
Compensation and Awards Intended to Comply With the Performance-Based Exception. Notwithstanding the forgoing provisions of
this Section 4.2,


 


(i)          if
an Award (other than an Option or SAR) is intended to comply with the Performance-Based Exception, no payment or settlement of
such Award shall be made pursuant to Section 4.2(b) or (c) until the earlier (i) the consummation of a change of control of the
Company (as determined by the Committee in its sole discretion) or (ii) the attainment of the Performance Measure(s) upon which
the Award is conditioned as certified by the Committee; and


 


(ii)          if
an Award constitutes deferred compensation within the meaning of Code Section 409A, no payment or settlement of such Award shall
be made pursuant to Section 4.2(b) or (c), unless the Corporate Transaction or the dissolution or liquidation of the Company, as
applicable, constitutes a change in ownership or effective control of the Company or a change in ownership of a substantial portion
of the assets of the Company as described in Treasury Regulation Section 1.409A-3(i)(5).


 


4.3       Compliance with Section 162(m)
of the Code.


  


(a)        Section
162(m) Compliance. To the extent the Committee determines that compliance with the Performance-Based Exception is desirable
with respect to an Award, this Section 4.3(a) shall apply. Each Award that is intended to meet the Performance-Based Exception
and is granted to a person the Committee believes is likely to be a Covered Employee at the time such Award is settled shall comply
with the requirements of the Performance-Based Exception; provided, however, that to the extent Code Section 162(m) requires periodic
shareholder approval of performance measures, such approval shall not be required for the continuation of the Plan or as a condition
to grant any Award hereunder after such approval is required. In addition, in the event that changes are made to Code Section 162(m)
to permit flexibility with respect to the Award or Awards available under the Plan, the Committee may, subject to this Section
4.3, make any adjustments to such Awards as it deems appropriate.


 


(b)        Annual
Individual Limitations. Except as provided in Section 5.6(b), no Grantee may be granted Awards (other than Awards that cannot
be settled in Shares) with respect to more than 500,000 Shares in a single calendar year, subject to adjustment as provided in
Section 4.2(a). The maximum potential value of Awards to be settled in cash or property (other than Shares) that may be granted
in any calendar year to any Grantee shall not exceed $1,000,000 for all such Awards.


 


(c)        Section
162(m) Transition Rules. The foregoing restrictions and limitations set forth in the forgoing provisions of this Section 4.3
shall not apply to any grants made before the Company becomes Publicly Held or to any grant made during the Section 162(m) Transition
Period. The Company will be “Publicly Held” if any class of its common equity securities is required to be registered
under Section 12 of the Exchange Act. The determination of whether and when the Company becomes Publicly Held and the deductibility
of Awards granted before the Company becomes Publicly Held will be made in accordance with regulations promulgated under Code Section
162(m).


 



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4.4       Performance-Based
Exception Under Section 162(m). Unless and until the Committee proposes for shareholder vote and shareholders approve a change
in the general performance measures set forth in this Section 4.4, for Awards (other than Options or SARs) designed to qualify
for the Performance-Based Exception, the objective Performance Measure(s) shall be chosen from among the following: the attainment
by a Share of a specified Fair Market Value for a specified period of time or within a specified period of time; earnings per
Share; earnings per Share from continuing operations; total shareholder return; return on assets; return on equity; return on
capital; earnings before or after taxes, interest, depreciation, and/or amortization; return on investment; interest expense;
cash flow; cash flow from operations; revenues; sales; costs; assets; debt; expenses; inventory turnover; economic value added;
cost of capital; operating margin; gross margin; net income before or after taxes; operating earnings either before or after interest
expense and either before or after incentives or asset impairments; attainment of cost reduction goals; revenue per customer;
customer turnover rate; asset impairments; financing costs; capital expenditures; working capital; strategic business criteria,
consisting of one or more objectives based on meeting specified revenue, market penetration, geographic business expansion goals,
objectively identified project milestones, production volume levels, cost targets, and goals relating to acquisitions or divestitures;
customer satisfaction, aggregate product price and other product price measures; safety record; service reliability; debt rating;
and achievement of business and operational goals, such as market share, new products, and/or business development. Any applicable
Performance Measure may be applied on a pre- or post-tax basis. The Committee may, on the Grant Date of an Award intended to comply
with the Performance-Based Exception, and in the case of other grants, at any time, provide that the formula for such Award may
include or exclude items to measure specific objectives, such as losses from discontinued operations, extraordinary gains or losses,
the cumulative effect of accounting changes, acquisitions or divestitures, foreign exchange impacts and any unusual, nonrecurring
gain or loss. The levels of performance required with respect to Performance Measures may be expressed in absolute or relative
levels and may be based upon a set increase, set positive result, maintenance of the status quo, set decrease or set negative
result. Performance Measures may differ for Awards to different Grantees. The Committee shall specify the weighting (which may
be the same or different for multiple objectives) to be given to each performance objective for purposes of determining the final
amount payable with respect to any such Award. Any one or more of the Performance Measures may apply to the Grantee, a department,
unit, division or function within the Company or any one or more Affiliates; and may apply either alone or relative to the performance
of other businesses or individuals (including industry or general market indices). For Awards intended to comply with the Performance-Based
Exception, the Committee shall set the Performance Measures within the time period prescribed by Section 162(m) of the Code.


 



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The Committee shall
have the discretion to adjust the determinations of the degree of attainment of the pre-established performance goals; provided,
however, that Awards which are designed to qualify for the Performance-Based Exception may not (unless the Committee determines
to amend the Award so that it no longer qualified for the Performance-Based Exception) be adjusted upward (the Committee shall
retain the discretion to adjust such Awards downward). The Committee may not, unless the Committee determines to amend the Award
so that it no longer qualifies for the Performance-Based Exception, delegate any responsibility with respect to Awards intended
to qualify for the Performance-Based Exception. All determinations by the Committee as to the achievement of the Performance Measure(s)
shall be in writing prior to payment of the Award.


 


In the event that applicable
laws change to permit Committee discretion to alter the governing performance measures without obtaining shareholder approval of
such changes, and still qualify for the Performance-Based Exception, the Committee shall have sole discretion to make such changes
without obtaining shareholder approval.


 


Article 5.

Eligibility and General Conditions of Awards


 


5.1       Eligibility.
The Committee may in its discretion grant Awards to any Eligible Person, whether or not he or she has previously received an Award;
provided, however, that all Awards made to Non-Employee Directors shall be determined by the Board in its sole discretion.


 


5.2       Award
Agreement. To the extent not set forth in the Plan, the terms and conditions of each Award shall be set forth in an Award
Agreement.


 


5.3       General
Terms and Termination of Affiliation. The Committee may impose on any Award or the exercise or settlement thereof, at the
date of grant or, subject to the provisions of Section 16.2, thereafter, such additional terms and conditions not inconsistent
with the provisions of the Plan as the Committee shall determine, including terms requiring forfeiture, acceleration or pro-rata
acceleration of Awards in the event of a Termination of Affiliation by the Grantee. Except as may be required under the Delaware
General Corporation Law, Awards may be granted for no consideration other than prior and future services. Except as otherwise
determined by the Committee pursuant to this Section 5.3, all Options that have not been exercised, or any other Awards that remain
subject to a risk of forfeiture or which are not otherwise vested, or which have outstanding Performance Periods, at the time
of a Termination of Affiliation shall be forfeited to the Company.


 


5.4       Nontransferability
of Awards.


 


(a)        Each
Award and each right under any Award shall be exercisable only by the Grantee during the Grantee’s lifetime, or, if permissible
under applicable law, by the Grantee’s guardian or legal representative or by a transferee receiving such Award pursuant
to a qualified domestic relations order (a “QDRO”) as defined in the Code or Title I of the Employee Retirement Income
Security Act of 1974, as amended, or the rules thereunder.


 


(b)        No
Award (prior to the time, if applicable, Shares are delivered in respect of such Award), and no right under any Award, may be assigned,
alienated, pledged, attached, sold or otherwise transferred or encumbered by a Grantee otherwise than by will or by the laws of
descent and distribution (or in the case of Restricted Shares, to the Company) or pursuant to a QDRO, and any such purported assignment,
alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliate;
provided that the designation of a beneficiary to receive benefits in the event of the Grantee’s death shall not constitute
an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.


 



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(c)        Notwithstanding
subsections (a) and (b) above, to the extent provided in the Award Agreement, Options (other than Incentive Stock Options) and
Restricted Shares, may be transferred, without consideration, to a Permitted Transferee. For this purpose, a “Permitted Transferee”
in respect of any Grantee means any member of the Immediate Family of such Grantee, any trust of which all of the primary beneficiaries
are such Grantee or members of his or her Immediate Family, or any partnership (including limited liability companies and similar
entities) of which all of the partners or members are such Grantee or members of his or her Immediate Family; and the “Immediate
Family” of a Grantee means the Grantee’s spouse, children, stepchildren, grandchildren, parents, stepparents, siblings,
grandparents, nieces and nephews. Such Option may be exercised by such transferee in accordance with the terms of the Award Agreement.
If so determined by the Committee, a Grantee may, in the manner established by the Committee, designate a beneficiary or beneficiaries
to exercise the rights of the Grantee, and to receive any distribution with respect to any Award upon the death of the Grantee.
A transferee, beneficiary, guardian, legal representative or other person claiming any rights under the Plan from or through any
Grantee shall be subject to and consistent with the provisions of the Plan and any applicable Award Agreement, except to the extent
the Plan and Award Agreement otherwise provide with respect to such persons, and to any additional restrictions or limitations
deemed necessary or appropriate by the Committee.


 


(d)        Nothing
herein shall be construed as requiring the Committee to honor a QDRO except to the extent required under applicable law.


 


5.5       Cancellation
and Rescission of Awards. Unless the Award Agreement specifies otherwise, the Committee may cancel, rescind, suspend, withhold,
or otherwise limit or restrict any unexercised Award at any time if the Grantee is not in compliance with all applicable provisions
of the Award Agreement and the Plan or if the Grantee has a Termination of Affiliation.


 


5.6       Stand-Alone,
Tandem and Substitute Awards.


 


(a)        Awards
granted under the Plan may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with, or in
substitution for, any other Award granted under the Plan unless such tandem or substitution Award would subject the Grantee to
tax penalties imposed under Section 409A of the Code; provided further that if the stand-alone, tandem or substitute Award is intended
to qualify for the Performance-Based Exception, it must separately satisfy the requirements of the Performance-Based Exception.
If an Award is granted in substitution for another Award or any non-Plan award or benefit, the Committee shall require the surrender
of such other Award or non-Plan award or benefit in consideration for the grant of the new Award. Awards granted in addition to
or in tandem with other Awards or non-Plan awards or benefits may be granted either at the same time as or at a different time
from the grant of such other Awards or non-Plan awards or benefits; provided, however, that if any SAR is granted in tandem with
an Incentive Stock Option, such SAR and Incentive Stock Option must have the same Grant Date, Term and the Exercise Price of the
SAR may not be less than the Exercise Price of the Incentive Stock Option.


 



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(b)        The
Committee may, in its discretion and on such terms and conditions as the Committee considers appropriate in the circumstances,
grant Awards under the Plan (“Substitute Awards”) in substitution for stock and stock-based awards (“Acquired
Entity Awards”) held by current or former employees or non-employee directors of, or consultants to, another corporation
or entity who become Eligible Persons as the result of a merger or consolidation of the employing corporation or other entity (the
“Acquired Entity”) with the Company or an Affiliate or the acquisition by the Company or an Affiliate of property or
stock of the Acquired Entity immediately prior to such merger, consolidation or acquisition in order to preserve for the Grantee
the economic value of all or a portion of such Acquired Entity Award at such price as the Committee determines necessary to achieve
preservation of economic value. The limitations of Sections 4.1 and 4.3 on the number of Shares reserved or available for grants
shall not apply to Substitute Awards granted under this Section 5.6(b).


 


5.7       Compliance
with Rule 16b-3. The provisions of this Section 5.7 will not apply unless and until the Company has a class of stock that
is registered under Section 12 of the Exchange Act.


 


(a)        Six-Month
Holding Period Advice.  Unless a Grantee could otherwise dispose of or exercise a derivative security or dispose of Shares
delivered under the Plan without incurring liability under Section 16(b) of the Exchange Act, the Committee may advise or require
a Grantee to comply with the following in order to avoid incurring liability under Section 16(b) of the Exchange Act: (i) at least
six months must elapse from the date of acquisition of a derivative security under the Plan to the date of disposition of the
derivative security (other than upon exercise or conversion) or its underlying equity security, and (ii) Shares granted or awarded
under the Plan other than upon exercise or conversion of a derivative security must be held for at least six months from the date
of grant of an Award.


 


(b)        Reformation
to Comply with Exchange Act Rules. To the extent the Committee determines that a grant or other transaction by a Section 16
Person should comply with applicable provisions of Rule 16b-3 (except for transactions exempted under alternative Exchange Act
rules), the Committee shall take such actions as necessary to make such grant or other transaction so comply, and if any provision
of this Plan or any Award Agreement relating to a given Award does not comply with the requirements of Rule 16b-3 as then applicable
to any such grant or transaction, such provision will be construed or deemed amended, if the Committee so determines, to the extent
necessary to conform to the then applicable requirements of Rule 16b-3.


 


(c)        Rule
16b-3 Administration.  Any function relating to a Section 16 Person shall be performed solely by the Committee or the Board
if necessary to ensure compliance with applicable requirements of Rule 16b-3, to the extent the Committee determines that such
compliance is desired. Each member of the Committee or person acting on behalf of the Committee shall be entitled to, in good
faith, rely or act upon any report or other information furnished to him by any officer, manager or other employee of the Company
or any Affiliate, the Company’s independent certified public accountants or any executive compensation consultant or attorney
or other professional retained by the Company to assist in the administration of the Plan.


 



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5.8       Deferral
of Award Payouts.  The Committee may permit a Grantee to defer, or if and to the extent specified in an Award Agreement require
the Grantee to defer, receipt of the payment of cash or the delivery of Shares that would otherwise be due by virtue of the lapse
or waiver of restrictions with respect to Restricted Stock Units, the satisfaction of any requirements or goals with respect to
Performance Units or Performance Shares, the lapse or waiver of the deferral period for Deferred Stock, or the lapse or waiver
of restrictions with respect to Other Stock-Based Awards or Cash Incentive Awards. If the Committee permits such deferrals, the
Committee shall establish rules and procedures for making such deferral elections and for the payment of such deferrals, which
shall conform in form and substance with applicable regulations promulgated under Section 409A of the Code and Article 17 to ensure
that the Grantee is not subjected to tax penalties under Section 409A of the Code with respect to such deferrals. Except as otherwise
provided in an Award Agreement, any payment or any Shares that are subject to such deferral shall be made or delivered to the
Grantee as specified in the Award Agreement or pursuant to the Grantee’s deferral election.


 


Article 6.

Stock Options


 


6.1       Grant
of Options.  Subject to and consistent with the provisions of the Plan, Options may be granted to any Eligible Person in such
number, and upon such terms, and at any time and from time to time as shall be determined by the Committee.


 


6.2       Award
Agreement.  Each Option grant shall be evidenced by an Award Agreement that shall specify the Exercise Price, the Term of the
Option, the number of Shares to which the Option pertains, the time or times at which such Option shall be exercisable and such
other provisions as the Committee shall determine.


 


6.3       Option
Exercise Price.  The Exercise Price of an Option under this Plan shall be determined in the sole discretion of the Committee
but may not be less than 100% of the Fair Market Value of a Share on the Grant Date.


 


6.4       Grant
of Incentive Stock Options.  At the time of the grant of any Option, the Committee may in its discretion designate that such
Option shall be made subject to additional restrictions to permit it to qualify as an Incentive Stock Option. Any Option designated
as an Incentive Stock Option:


 


(a)        shall
be granted only to an employee of the Company or a Subsidiary Corporation;


 


(b)        shall
have an Exercise Price of not less than 100% of the Fair Market Value of a Share on the Grant Date, and, if granted to a person
who owns capital stock (including stock treated as owned under Section 424(d) of the Code) possessing more than 10% of the total
combined voting power of all classes of capital stock of the Company or any Subsidiary Corporation (a “More Than 10% Owner”),
have an Exercise Price not less than 110% of the Fair Market Value of a Share on its Grant Date;


 



    	 	17	 



    	 	 	 



    






(c)        shall
be for a period of not more than 10 years (five years if the Grantee is a More Than 10% Owner) from its Grant Date, and shall be
subject to earlier termination as provided herein or in the applicable Award Agreement;


 


(d)        shall
not have an aggregate Fair Market Value (as of the Grant Date) of the Shares with respect to which Incentive Stock Options (whether
granted under the Plan or any other stock option plan of the Grantee’s employer or any parent or Subsidiary Corporation (“Other
Plans”)) are exercisable for the first time by such Grantee during any calendar year (“Current Grant”), determined
in accordance with the provisions of Section 422 of the Code, which exceeds $100,000 (the “$100,000 Limit”);


 


(e)        shall,
if the aggregate Fair Market Value of the Shares (determined on the Grant Date) with respect to the Current Grant and all Incentive
Stock Options previously granted under the Plan and any Other Plans which are exercisable for the first time during a calendar
year (“Prior Grants”) would exceed the $100,000 Limit, be, as to the portion in excess of the $100,000 Limit, exercisable
as a separate option that is not an Incentive Stock Option at such date or dates as are provided in the Current Grant;


 


(f)         shall
require the Grantee to notify the Committee of any disposition of any Shares delivered pursuant to the exercise of the Incentive
Stock Option under the circumstances described in Section 421(b) of the Code (relating to holding periods and certain disqualifying
dispositions) (“Disqualifying Disposition”) within 10 days of such a Disqualifying Disposition;


 


(g)        shall
by its terms not be assignable or transferable other than by will or the laws of descent and distribution and may be exercised,
during the Grantee’s lifetime, only by the Grantee; provided, however, that the Grantee may, to the extent provided in the
Plan in any manner specified by the Committee, designate in writing a beneficiary to exercise his or her Incentive Stock Option
after the Grantee’s death; and


 


(h)        shall,
if such Option nevertheless fails to meet the foregoing requirements, or otherwise fails to meet the requirements of Section 422
of the Code for an Incentive Stock Option, be treated for all purposes of this Plan, except as otherwise provided in subsections
(d) and (e) above, as an Option that is not an Incentive Stock Option.


 


Notwithstanding the
foregoing and Section 3.2, the Committee may, without the consent of the Grantee, at any time before the exercise of an Option
(whether or not an Incentive Stock Option), take any action necessary to prevent such Option from being treated as an Incentive
Stock Option.


 


6.5       Payment
of Exercise Price.  Except as otherwise provided by the Committee in an Award Agreement, Options shall be exercised by the
delivery of a written notice of exercise to the Company, setting forth the number of Shares with respect to which the Option is
to be exercised, accompanied by full payment for the Shares made by any one or more of the following means:


 



    	 	18	 



    	 	 	 



    

 


(a)     cash,
personal check or wire transfer;


 


(b)    delivery
of Shares owned by the Grantee prior to exercise, valued at their Fair Market Value on the date of exercise;


 


(c)    with
the approval of the Committee, Shares acquired upon the exercise of such Option, such Shares valued at their Fair Market Value
on the date of exercise;


 


(d)    with
the approval of the Committee, Restricted Shares held by the Grantee prior to the exercise of the Option, each such share valued
at the Fair Market Value of a Share on the date of exercise; or


 


(e)    subject
to applicable law (including the prohibited loan provisions of Section 402 of the Sarbanes Oxley Act of 2002), through the sale
of the Shares acquired on exercise of the Option through a broker-dealer to whom the Grantee has submitted an irrevocable notice
of exercise and irrevocable instructions to deliver promptly to the Company the amount of sale proceeds sufficient to pay for such
Shares, together with, if requested by the Company, the amount of federal, state, local or foreign withholding taxes payable by
Grantee by reason of such exercise.


 


The Committee may in
its discretion specify that, if any Restricted Shares (“Tendered Restricted Shares”) are used to pay the Exercise Price,
(x) all the Shares acquired on exercise of the Option shall be subject to the same restrictions as the Tendered Restricted Shares,
determined as of the date of exercise of the Option, or (y) a number of Shares acquired on exercise of the Option equal to the
number of Tendered Restricted Shares shall be subject to the same restrictions as the Tendered Restricted Shares, determined as
of the date of exercise of the Option.


 


Article 7.

Stock Appreciation Rights


 


7.1        Issuance.  Subject to and
consistent with the provisions of the Plan, the Committee, at any time and from time to time, may grant SARs to any Eligible Person
either alone or in addition to other Awards granted under the Plan. Such SARs may, but need not, be granted in connection with
a specific Option granted under Article 6. The Committee may impose such conditions or restrictions on the exercise of any SAR
as it shall deem appropriate.


 


7.2       Award
Agreements.  Each SAR grant shall be evidenced by an Award Agreement in such form as the Committee may approve and shall contain
such terms and conditions not inconsistent with other provisions of the Plan as shall be determined from time to time by the Committee.


 


7.3       SAR
Exercise Price.  The Exercise Price of a SAR shall be determined by the Committee in its sole discretion; provided that the
Exercise Price shall not be less than 100% of the Fair Market Value of a Share on the date of the grant of the SAR.


 


7.4       Exercise
and Payment.  Upon the exercise of an SAR, a Grantee shall be entitled to receive payment from the Company in an amount determined
by multiplying:


 



    	 	19	 



    	 	 	 



    

 


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


 


(b)        The
number of Shares with respect to which the SAR is exercised.


 


SARs shall be deemed
exercised on the date written notice of exercise in a form acceptable to the Committee is received by the Secretary of the Company.
The Company shall make payment in respect of any SAR within five (5) days of the date the SAR is exercised. Any payment by the
Company in respect of a SAR may be made in cash, Shares, other property, or any combination thereof, as the Committee, in its sole
discretion, shall determine.


 


7.5       Grant
Limitations.  The Committee may at any time impose any other limitations upon the exercise of SARs which, in the Committee's
sole discretion, are necessary or desirable in order for Grantees to qualify for an exemption from Section 16(b) of the Exchange
Act.


 


Article 8.

Restricted Shares


 


8.1       Grant
of Restricted Shares.  Subject to and consistent with the provisions of the Plan, the Committee, at any time and from time
to time, may grant Restricted Shares to any Eligible Person in such amounts as the Committee shall determine.


 


8.2       Award
Agreement.  Each grant of Restricted Shares shall be evidenced by an Award Agreement that shall specify the Period(s) of Restriction,
the number of Restricted Shares granted, and such other provisions as the Committee shall determine. The Committee may impose
such conditions and/or restrictions on any Restricted Shares granted pursuant to the Plan as it may deem advisable, including
restrictions based upon the achievement of specific performance goals, time-based restrictions on vesting following the attainment
of the performance goals, and/or restrictions under applicable securities laws; provided that such conditions and/or restrictions
may lapse, if so determined by the Committee, in the event of the Grantee’s Termination of Affiliation due to death, Disability,
or involuntary termination by the Company or an Affiliate without “cause.”


 


8.3       Consideration
for Restricted Shares.  The Committee shall determine the amount, if any, that a Grantee shall pay for Restricted Shares.


 


8.4       Effect
of Forfeiture.  If Restricted Shares are forfeited, and if the Grantee was required to pay for such shares or acquired such
Restricted Shares upon the exercise of an Option, the Grantee shall be deemed to have resold such Restricted Shares to the Company
at a price equal to the lesser of (x) the amount paid by the Grantee for such Restricted Shares, or (y) the Fair Market Value
of a Share on the date of such forfeiture. The Company shall pay to the Grantee the deemed sale price as soon as is administratively
practical. Such Restricted Shares shall cease to be outstanding and shall no longer confer on the Grantee thereof any rights as
a shareholder of the Company, from and after the date of the event causing the forfeiture, whether or not the Grantee accepts
the Company’s tender of payment for such Restricted Shares.


 


8.5       Escrow;
Legends.  The Committee may provide that the certificates for any Restricted Shares (x) shall be held (together with a stock
power executed in blank by the Grantee) in escrow by the Secretary of the Company until such Restricted Shares become nonforfeitable
or are forfeited and/or (y) shall bear an appropriate legend restricting the transfer of such Restricted Shares under the Plan.
If any Restricted Shares become nonforfeitable, the Company shall cause certificates for such shares to be delivered without such
legend.


 



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Article 9.

Performance Units and Performance Shares


 


9.1       Grant
of Performance Units and Performance Shares.  Subject to and consistent with the provisions of the Plan, Performance Units
or Performance Shares may be granted to any Eligible Person in such amounts and upon such terms, and at any time and from time
to time, as shall be determined by the Committee.


 


9.2       Value/Performance
Goals.  The Committee shall set performance goals in its discretion which, depending on the extent to which they are met, will
determine the number or value of Performance Units or Performance Shares that will be paid to the Grantee. With respect to Covered
Employees and to the extent the Committee deems it appropriate to comply with Section 162(m) of the Code, all performance goals
shall be objective Performance Measures satisfying the requirements for the Performance-Based Exception and shall be set by the
Committee within the time period prescribed by Section 162(m) of the Code and related regulations.


 


(a)        Performance
Unit. Each Performance Unit shall have an initial value that is established by the Committee at the time of grant.


 


(b)        Performance
Share. Each Performance Share shall have an initial value equal to the Fair Market Value of a Share on the date of grant.


 


9.3       Earning
of Performance Units and Performance Shares.  After the applicable Performance Period has ended, the holder of Performance
Units or Performance Shares shall be entitled to payment based on the level of achievement of performance goals set by the Committee.
If a Performance Unit or Performance Share Award is intended to comply with the Performance-Based Exception, the Committee shall
certify the level of achievement of the performance goals in writing before the Award is settled.


 


At the discretion of
the Committee, the settlement of Performance Units or Performance Shares may be in cash, Shares of equivalent value, or in some
combination thereof, as set forth in the Award Agreement.


 


If a Grantee is promoted,
demoted or transferred to a different business unit of the Company during a Performance Period, then, to the extent the Committee
determines that the Award, the performance goals, or the Performance Period are no longer appropriate, the Committee may adjust,
change, eliminate or cancel the Award, the performance goals, or the applicable Performance Period, as it deems appropriate in
order to make them appropriate and comparable to the initial Award, the performance goals, or the Performance Period.


 


At the discretion of
the Committee, a Grantee may be entitled to receive any dividends or Dividend Equivalents declared with respect to Shares deliverable
in connection with grants of Performance Units or Performance Shares which have been earned, but not yet delivered to the Grantee.


 



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Article 10.

Deferred Stock and Restricted Stock Units


 


10.1     Grant
of Deferred Stock and Restricted Stock Units.  Subject to and consistent with the provisions of the Plan, the Committee, at
any time and from time to time, may grant Deferred Stock and/or Restricted Stock Units to any Eligible Person, in such amount
and upon such terms as the Committee shall determine. Deferred Stock must conform in form and substance with applicable regulations
promulgated under Section 409A of the Code and with Article 17 to ensure that the Grantee is not subjected to tax penalties under
Section 409A of the Code with respect to such Deferred Stock.


 


10.2     Vesting
and Delivery.


 


(a)        Delivery
With Respect to Deferred Stock. Delivery of Shares subject to a Deferred Stock grant will occur upon expiration of the deferral
period or upon the occurrence of one or more of the distribution events described in Section 409A(a)(2) of the Code as specified
by the Committee in the Grantee’s Award Agreement for the Award of Deferred Stock. An Award of Deferred Stock may be subject
to such substantial risk of forfeiture conditions as the Committee may impose, which conditions may lapse at such times or upon
the achievement of such objectives as the Committee shall determine at the time of grant or thereafter. Unless otherwise determined
by the Committee, to the extent that the Grantee has a Termination of Affiliation while the Deferred Stock remains subject to a
substantial risk of forfeiture, such Deferred Shares shall be forfeited, unless the Committee determines that such substantial
risk of forfeiture shall lapse in the event of the Grantee’s Termination of Affiliation due to death, Disability, or involuntary
termination by the Company or an Affiliate without “cause.”


 


(b)        Delivery
With Respect to Restricted Stock Units. Delivery of Shares subject to a grant of Restricted Stock Units shall occur no later
than the 15th day of the third month following the end of the taxable year of the Grantee or the fiscal year of the
Company in which the Grantee’s rights under such Restricted Stock Units are no longer subject to a substantial risk of forfeiture
as defined in final regulations under Section 409A of the Code. Unless otherwise determined by the Committee, to the extent that
the Grantee has a Termination of Affiliation while the Restricted Stock Units remains subject to a substantial risk of forfeiture,
such Restricted Stock Units shall be forfeited, unless the Committee determines that such substantial risk of forfeiture shall
lapse in the event of the Grantee’s Termination of Affiliation due to death, Disability, or involuntary termination by the
Company or an Affiliate without “cause.”


 


10.3     Voting
and Dividend Equivalent Rights Attributable to Deferred Stock and Restricted Stock Units.  A Grantee awarded Deferred Stock
or Restricted Stock Units will have no voting rights with respect to such Deferred Stock or Restricted Stock Units prior to the
delivery of Shares in settlement of such Deferred Stock and/or Restricted Stock Units. Unless otherwise determined by the Committee,
a Grantee will have the rights to receive Dividend Equivalents in respect of Deferred Stock and/or Restricted Stock Units, which
Dividend Equivalents shall be deemed reinvested in additional Shares of Deferred Stock or Restricted Stock Units, as applicable,
which shall remain subject to the same forfeiture conditions applicable to the Deferred Stock or Restricted Stock Units to which
such Dividend Equivalents relate.


 



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Article 11.

Dividend Equivalents


 


The Committee is authorized
to grant Awards of Dividend Equivalents alone or in conjunction with other Awards; provided, however, that no Dividend Equivalents
may be granted in conjunction with any grant of Options or SARs. The Committee may provide that Dividend Equivalents shall be paid
or distributed when accrued or shall be deemed to have been reinvested in additional Shares or additional Awards or otherwise reinvested.


 


Article 12.

Bonus Shares


 


Subject to the terms
of the Plan, the Committee may grant Bonus Shares to any Eligible Person, in such amount and upon such terms and at any time and
from time to time as shall be determined by the Committee.


 


Article 13.

Other Stock-Based Awards


 


The Committee is authorized,
subject to limitations under applicable law, to grant such other Awards that are denominated or payable in, valued in whole or
in part by reference to, or otherwise based on, or related to, Shares, as deemed by the Committee to be consistent with the purposes
of the Plan, including Shares awarded which are not subject to any restrictions or conditions, convertible or exchangeable debt
securities or other rights convertible or exchangeable into Shares, and Awards valued by reference to the value of securities of
or the performance of specified Affiliates. Subject to and consistent with the provisions of the Plan, the Committee shall determine
the terms and conditions of such Awards. Except as provided by the Committee, Shares delivered pursuant to a purchase right granted
under this Article 13 shall be purchased for such consideration, paid for by such methods and in such forms, including cash, Shares,
outstanding Awards or other property, as the Committee shall determine.


 


Article 14.

Non-Employee Director Awards


 


Subject to the terms
of the Plan, the Board may grant Awards to any Non-Employee Director, in such amount and upon such terms and at any time and from
time to time as shall be determined by the full Board in its sole discretion. Except as otherwise provided in Section 5.6(b), a
Non-Employee Director may not be granted Awards with respect to more than 400,000 Shares in a single calendar year, subject to
adjustment as provided in Section 4.2(a).


 






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Article 15.

Cash Incentive Awards


 


15.1     Cash
Incentive Awards.  Subject to the terms and provisions of the Plan, the Committee, at any time and from time to time, may grant
Cash Incentive Awards to any Eligible Person in such amounts and upon such terms, including the achievement of specific performance
goals during the Performance Period, as the Committee may determine. With respect to Covered Employees and to the extent the Committee
deems it appropriate to comply with Section 162(m) of the Code, all performance goals shall be objective Performance Measures
satisfying the requirements for the Performance-Based Exception and shall be set by the Committee within the time period prescribed
by Section 162(m) of the Code and related regulations. An Eligible Person may have more than one Cash Incentive Award outstanding
at any time. For instance, the Committee may grant an Eligible Person one Cash Incentive Award with a calendar year or fiscal
year Performance Period (an annual incentive bonus) and a separate Cash Incentive Award with a Performance Period that covers
more than one calendar or fiscal year (a long-term cash incentive bonus).


 


15.2     Value
of Cash Incentive Awards.  Each Cash Incentive Award shall specify a payment amount or payment range as determined by the Committee.
The Committee shall establish performance goals applicable to each Cash Incentive Award in its discretion and the amount that
will be paid to the Grantee pursuant to such Cash Incentive Award if the applicable performance goals for the Performance Period
are met.


 


15.3     Payment
of Cash Incentive Awards.  Payment, if any, with respect to a Cash Incentive Awards shall be made in cash in accordance with
the terms of the Award Agreement; provided, however, that if the Award Agreement does not specify a payment date with respect
to a Cash Incentive Award, payment of the Cash Incentive Award will be made no later than the 15th day of the third month following
the end of the taxable year of the Grantee or the fiscal year of the Company during which the Performance Period ends.


 


15.4     Termination
of Affiliation.  The Committee shall determine the extent to which a Grantee shall have the right to receive Cash Incentive
Awards following his or her Termination of Affiliation. Such provisions shall be determined in the sole discretion of the Committee,
such provisions may be included in an Award Agreement entered into with each Grantee, but need not be uniform among all Cash Incentive
Awards granted pursuant to the Plan, and may reflect distinctions based on the reasons for termination.


 


Article 16.

Amendment, Modification, and Termination


 


16.1     Amendment,
Modification, and Termination.  Subject to Section 16.2, the Board may, at any time and from time to time, alter, amend, suspend,
discontinue or terminate the Plan in whole or in part without the approval of the Company’s shareholders, except that (a)
any amendment or alteration shall be subject to the approval of the Company’s shareholders if such shareholder approval
is required by any federal or state law or regulation or the rules of any stock exchange or automated quotation system on which
the Shares may then be listed or quoted, and (b) the Board may otherwise, in its discretion, determine to submit other such amendments
or alterations to shareholders for approval.


 



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16.2     Awards
Previously Granted.  Except as otherwise specifically permitted in the Plan or an Award Agreement, no termination, amendment,
or modification of the Plan shall adversely affect in any material way any Award previously granted under the Plan, without the
written consent of the Grantee of such Award.


 


Article 17.

Compliance with Code Section 409A


 


17.1     Awards
Subject to Code Section 409A.  The provisions of this Article 17 shall apply to any Award or portion thereof that is or becomes
deferred compensation subject to Code Section 409A (a “409A Award”), notwithstanding any provision to the contrary
contained in the Plan or the Award Agreement applicable to such Award.


 


17.2     Deferral
and/or Distribution Elections.  Except as otherwise permitted or required by Code Section 409A, the following rules shall apply
to any deferral and/or elections as to the form or timing of distributions (each, an “Election”) that may be permitted
or required by the Committee with respect to a 409A Award:


 


(a)        Any
Election must be in writing and specify the amount being deferred, and the time and form of distribution (i.e., lump sum or installments)
as permitted by this Plan. An Election may but need not specify whether payment will be made in cash, Shares or other property.


 


(b)        Any
Election shall become irrevocable as of the deadline specified by the Committee, which shall not be later than December 31 of the
year preceding the year in which services relating to the Award commence; provided, however, that if the Award qualifies as “performance-based
compensation” for purposes of Code Section 409A and is based on services performed over a period of at least twelve (12)
months, then the deadline may be no later than six (6) months prior to the end of such Performance Period.


 


(c)        Unless
otherwise provided by the Committee, an Election shall continue in effect until a written election to revoke or change such Election
is received by the Committee, prior to the last day for making an Election for the subsequent year.


 


17.3     Subsequent
Elections.  Except as otherwise permitted or required by Code Section 409A, any 409A Award which permits a subsequent Election
to further defer the distribution or change the form of distribution shall comply with the following requirements:


 


(a)        No
subsequent Election may take effect until at least twelve (12) months after the date on which the subsequent Election is made;


 


(b)        Each
subsequent Election related to a distribution upon separation from service, a specified time, or a change in control as defined
in Section 17.4(e) must result in a delay of the distribution for a period of not less than five (5) years from the date such distribution
would otherwise have been made; and


 


(c)        No
subsequent Election related to a distribution to be made at a specified time or pursuant to a fixed schedule shall be made less
than twelve (12) months prior to the date the first scheduled payment would otherwise be made.


 



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17.4     Distributions
Pursuant to Deferral Elections.  Except as otherwise permitted or required by Code Section 409A, no distribution in settlement
of a 409A Award may commence earlier than:


 


(a)        Separation
from Service;


 


(b)       The
date the Participant becomes Disabled (as defined in Section 2.14(b));


 


(c)       The
Participant’s death;


 


(d)        A
specified time (or pursuant to a fixed schedule) that is either (i) specified by the Committee upon the grant of the Award and
set forth in the Award Agreement or (ii) specified by the Grantee in an Election complying with the requirements of Section 17.2
and/or 17.3, as applicable; or


 


(e)        A
change in control of the Company within the meaning of Treasury Regulation Section 1.409A-3(h)(5).


 


17.5     Six
Month Delay.  Notwithstanding anything herein or in any Award Agreement or Election to the contrary, to the extent that distribution
of a 409A Award is triggered by a Grantee’s Separation from Service, if the Grantee is then a “specified employee”
(as defined in Treasury Regulation Section 1.409A-1(i)), no distribution may be made before the date which is six (6) months after
such Grantee’s Separation from Service, or, if earlier, the date of the Grantee’s death.


 


17.6     Death
or Disability.  Unless the Award Agreement otherwise provides, if a Grantee dies or becomes Disabled before complete distribution
of amounts payable upon settlement of a 409A Award, such undistributed amounts, to the extent vested, shall be distributed as
provided in the Participants Election. If the Participant has made no Election with respect to distributions upon death or Disability,
all such distributions shall be paid in a lump sum within 90 days following the date of the Participant’s death or Disability.


 


17.7     No
Acceleration of Distributions.  This Plan does not permit the acceleration of the time or schedule of any distribution under
a 409A Award, except as provided by Code Section 409A and/or applicable regulations or rulings issued thereunder.


 


Article 18.

Withholding


 


18.1     Required
Withholding.


 


(a)        The
Committee in its sole discretion may provide that when taxes are to be withheld in connection with the exercise of an Option or
SAR, or upon the lapse of restrictions on Restricted Shares, or upon the transfer of Shares, or upon payment of any other benefit
or right under this Plan (the date on which such exercise occurs or such restrictions lapse or such payment of any other benefit
or right occurs hereinafter referred to as the “Tax Date”), the Grantee may elect to make payment for the withholding
of federal, state and local taxes, including Social Security and Medicare (“FICA”) taxes by one or a combination of
the following methods:


 



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(i)       payment
of an amount in cash equal to the amount to be withheld (including cash obtained through the sale of the Shares acquired on exercise
of an Option or SAR, upon the lapse of restrictions on Restricted Shares, or upon the transfer of Shares, through a broker-dealer
to whom the Grantee has submitted an irrevocable instructions to deliver promptly to the Company, the amount to be withheld);


 


(ii)      delivering
part or all of the amount to be withheld in the form of Shares valued at its Fair Market Value on the Tax Date;


 


(iii)     requesting
the Company to withhold from those Shares that would otherwise be received upon exercise of the Option or SAR, upon the lapse of
restrictions on Restricted Stock, or upon the transfer of Shares, a number of Shares having a Fair Market Value on the Tax Date
equal to the amount to be withheld; or


 


(iv)     withholding
from any compensation otherwise due to the Grantee.


 


The Committee
in its sole discretion may provide that the maximum amount of tax withholding upon exercise of an Option or SARs, upon the lapse
of restrictions on Restricted Shares, or upon the transfer of Shares, to be satisfied by withholding Shares upon exercise of such
Option or SAR, upon the lapse of restrictions on Restricted Shares, or upon the transfer of Shares, pursuant to clause (iii) above
shall not exceed the minimum amount of taxes, including FICA taxes, required to be withheld under federal, state and local law.
An election by Grantee under this subsection is irrevocable. Any fractional share amount and any additional withholding not paid
by the withholding or surrender of Shares must be paid in cash. If no timely election is made, the Grantee must deliver cash to
satisfy all tax withholding requirements.


 


(b)        Any
Grantee who makes a Disqualifying Disposition (as defined in Section 6.4(f)) or an election under Section 83(b) of the Code shall
remit to the Company an amount sufficient to satisfy all resulting tax withholding requirements in the same manner as set forth
in subsection (a).


 


18.2     Notification
under Code Section 83(b).  If the Grantee, in connection with the exercise of any Option, or the grant of Restricted Shares,
makes the election permitted under Section 83(b) of the Code to include in such Grantee’s gross income in the year of transfer
the amounts specified in Section 83(b) of the Code, then such Grantee shall notify the Company of such election within 10 days
of filing the notice of the election with the Internal Revenue Service, in addition to any filing and notification required pursuant
to regulations issued under Section 83(b) of the Code. The Committee may, in connection with the grant of an Award or at any time
thereafter, prohibit a Grantee from making the election described above.


 



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Article 19.

Additional Provisions


 


19.1     Successors.
 All obligations of the Company under the Plan with respect to Awards granted hereunder shall be binding on any successor to the
Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise
of all or substantially all of the business and/or assets of the Company.


 


19.2     Severability.
 If any part of the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity
shall not invalidate any other part of the Plan. Any Section or part of a Section so declared to be unlawful or invalid shall,
if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest
extent possible while remaining lawful and valid.


 


19.3     Requirements
of Law.  The granting of Awards and the delivery of Shares under the Plan shall be subject to all applicable laws, rules, and
regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. Notwithstanding
any provision of the Plan or any Award, Grantees shall not be entitled to exercise, or receive benefits under, any Award, and
the Company (and any Affiliate) shall not be obligated to deliver any Shares or deliver benefits to a Grantee, if such exercise
or delivery would constitute a violation by the Grantee or the Company of any applicable law or regulation.


 


19.4     Securities
Law Compliance.


 


(a)        If
the Committee deems it necessary to comply with any applicable securities law, or the requirements of any stock exchange upon which
Shares may be listed, the Committee may impose any restriction on Awards or Shares acquired pursuant to Awards under the Plan as
it may deem advisable. In addition, if requested by the Company and any underwriter engaged by the Company, Shares acquired pursuant
to Awards may not be sold or otherwise transferred or disposed of for such period following the effective date of any registration
statement of the Company filed under the Securities Act as the Company or such underwriter shall specify reasonably and in good
faith, not to exceed 180 days in the case of the Company’s initial public offering or 90 days in the case of any other public
offering. All certificates for Shares delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to
such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements
of the SEC, any stock exchange upon which Shares are then listed, any applicable securities law, and the Committee may cause a
legend or legends to be put on any such certificates to make appropriate reference to such restrictions. If so requested by the
Company, the Grantee shall make a written representation to the Company that he or she will not sell or offer to sell any Shares
unless a registration statement shall be in effect with respect to such Shares under the Securities Act of 1933, as amended, and
any applicable state securities law or unless he or she shall have furnished to the Company an opinion of counsel, in form and
substance satisfactory to the Company, that such registration is not required.


 


(b)        If
the Committee determines that the exercise or nonforfeitability of, or delivery of benefits pursuant to, any Award would violate
any applicable provision of securities laws or the listing requirements of any national securities exchange or national market
system on which are listed any of the Company’s equity securities, then the Committee may postpone any such exercise, nonforfeitability
or delivery, as applicable, but the Company shall use all reasonable efforts to cause such exercise, nonforfeitability or delivery
to comply with all such provisions at the earliest practicable date.


 



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19.5     Awards
Subject to Claw-Back Policies.  Notwithstanding any provisions herein to the contrary, if the Company has a class of stock
that is registered under Section 12 of the Exchange Act, all Awards granted hereunder shall be subject to the terms of any recoupment
policy currently in effect or subsequently adopted by the Board to implement Section 304 of the Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley
Act") or Section 10D of the Exchange Act (or with any amendment or modification of such recoupment policy adopted by the
Board) to the extent that such Award (whether or not previously exercised or settled) or the value of such Award is required to
be returned to the Company pursuant to the terms of such recoupment policy.


 


19.6     No
Rights as a Shareholder.  No Grantee shall have any rights as a shareholder of the Company with respect to the Shares (other
than Restricted Shares) which may be deliverable upon exercise or payment of such Award until such Shares have been delivered
to him or her. Restricted Shares, whether held by a Grantee or in escrow by the Secretary of the Company, shall confer on the
Grantee all rights of a shareholder of the Company, except as otherwise provided in the Plan or Award Agreement. At the time of
a grant of Restricted Shares, the Committee may require the payment of cash dividends thereon to be deferred and, if the Committee
so determines, reinvested in additional Restricted Shares. Stock dividends and deferred cash dividends issued with respect to
Restricted Shares shall be subject to the same restrictions and other terms as apply to the Restricted Shares with respect to
which such dividends are issued. The Committee may in its discretion provide for payment of interest on deferred cash dividends.


 


19.7     Nature
of Payments.  Unless otherwise specified in the Award Agreement, Awards shall be special incentive payments to the Grantee
and shall not be taken into account in computing the amount of salary or compensation of the Grantee for purposes of determining
any pension, retirement, death or other benefit under (a) any pension, retirement, profit sharing, bonus, insurance or other employee
benefit plan of the Company or any Affiliate, except as such plan shall otherwise expressly provide, or (b) any agreement between
(i) the Company or any Affiliate and (ii) the Grantee, except as such agreement shall otherwise expressly provide.


 


19.8     Non-Exclusivity
of Plan.  Neither the adoption of the Plan by the Board nor its submission to the shareholders of the Company for approval
shall be construed as creating any limitations on the power of the Board to adopt such other compensatory arrangements for employees
or Non-Employee Directors as it may deem desirable.


 


19.9     Governing
Law.  The Plan, and all agreements hereunder, shall be construed in accordance with and governed by the laws of the State of
Delaware, other than its laws respecting choice of law.


 



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19.10   Unfunded Status
of Awards; Creation of Trusts.  The Plan is intended to constitute an “unfunded” plan for incentive and deferred
compensation. With respect to any payments not yet made to a Grantee pursuant to an Award, nothing contained in the Plan or any
Award Agreement shall give any such Grantee any rights that are greater than those of a general creditor of the Company; provided,
however, that the Committee may authorize the creation of trusts or make other arrangements to meet the Company’s obligations
under the Plan to deliver cash, Shares or other property pursuant to any Award which trusts or other arrangements shall be consistent
with the “unfunded” status of the Plan unless the Committee otherwise determines.


 


19.11   Affiliation. 
Nothing in the Plan or an Award Agreement shall interfere with or limit in any way the right of the Company or any Affiliate to
terminate any Grantee’s employment or consulting contract at any time, nor confer upon any Grantee the right to continue
in the employ of or as an officer of or as a consultant to the Company or any Affiliate.


 


19.12   Participation. 
No employee or officer shall have the right to be selected to receive an Award under this Plan or, having been so selected, to
be selected to receive a future Award.


 


19.13   Military Service. 
Awards shall be administered in accordance with Section 414(u) of the Code and the Uniformed Services Employment and Reemployment
Rights Act of 1994.


 


19.14   Construction. 
The following rules of construction will apply to the Plan: (a) the word “or” is disjunctive but not necessarily exclusive,
and (b) words in the singular include the plural, words in the plural include the singular, and words in the neuter gender include
the masculine and feminine genders and words in the masculine or feminine gender include the other neuter genders.


 


19.15   Headings. 
The headings of articles and sections are included solely for convenience of reference, and if there is any conflict between such
headings and the text of this Plan, the text shall control.


 


19.16   Obligations.  Unless otherwise specified in the Award Agreement, the obligation to deliver, pay or transfer any amount of money or other property
pursuant to Awards under this Plan shall be the sole obligation of a Grantee’s employer; provided that the obligation to
deliver or transfer any Shares pursuant to Awards under this Plan shall be the sole obligation of the Company.


 


19.17   No Right to Continue
as Director.  Nothing in the Plan or any Award Agreement shall confer upon any Non-Employee Director the right to continue
to serve as a director of the Company.


 


19.18   Shareholder Approval. 
All Awards granted on or after the Effective Date and prior to the date the Company’s shareholders approve the Plan are
expressly conditioned upon and subject to approval of the Plan by the Company’s shareholders.


 



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