Exhibit 10.44


 


ACTINIUM
PHARMACEUTICALS, INC. AMENDED AND RESTATED 2013


EQUITY
INCENTIVE PLAN


 


		1.	Purpose;
    Eligibility.


 


1.1     General
Purpose. The name of this plan is the Actinium Pharmaceuticals, Inc. 2013 Equity Incentive Plan (the "Plan").
The purposes of the Plan are to (a) enable Actinium Pharmaceuticals, Inc., a Delaware corporation (the "Company"),
and any Affiliate to attract and retain the types of Employees, Consultants and Directors who will contribute to the Company's
long range success; (b) provide incentives that align the interests of Employees, Consultants and Directors with those of the
shareholders of the Company; and (c) promote the success of the Company's business.


 


1.2     Eligible
Award Recipients. The persons eligible to receive Awards are the Employees, Consultants and Directors of the Company and its
Affiliates and such other individuals designated by the Committee who are reasonably expected to become Employees, Consultants
and Directors after the receipt of Awards.


 


1.3      Available
Awards. Awards that may be granted under the Plan include: (a) Restricted Awards, (b) Performance Share Awards, and (c) Performance
Compensation Awards.


 


		2.	Definitions.


 


"Affiliate" means
a corporation or other entity that, directly or through one or more intermediaries, controls, is controlled by or is under common
control with, the Company.


 


"Applicable
Laws" means the requirements related to or implicated by the administration of the Plan under applicable state corporate
law, United States federal and state securities laws, the Code, any stock exchange or quotation system on which the shares of
Common Stock are listed or quoted, and the applicable laws of any foreign country or jurisdiction where Awards are granted under
the Plan.


 


"Award" means
any right granted under the Plan, including a Restricted Award, a Performance Share Award or a Performance Compensation Award.


 


"Award
Agreement" means a written agreement, contract, certificate or other instrument or document evidencing the terms
and conditions of an individual Award granted under the Plan which may, in the discretion of the Company, be transmitted electronically
to any Participant. Each Award Agreement shall be subject to the terms and conditions of the Plan.


 


 "Beneficial
Owner" has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in
calculating the beneficial ownership of any particular "person" (as that term is used in Section 13(d)(3) of the Exchange
Act), such "person" shall be deemed to have beneficial ownership of all securities that such "person" has
the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable
only after the passage of time. The terms "Beneficially Owns" and "Beneficially Owned" have a corresponding
meaning.


 


"Board" means
the Board of Directors of the Company, as constituted at any time.


 


"Cause" means:


 


With
respect to any Employee or Consultant: (a) If the Employee or Consultant is a party to an employment or service agreement with
the Company or its Affiliates and such agreement provides for a definition of Cause, the definition contained therein; or (b)
If no such agreement exists, or if such agreement does not define Cause: (i) the commission of, or plea of guilty or no contest
to, a felony or a crime involving moral turpitude or the commission of any other act involving willful malfeasance or material
fiduciary breach with respect to the Company or an Affiliate; (ii) conduct that results in or is reasonably likely to result in
harm to the reputation or business of the Company or any of its Affiliates; (iii) gross negligence or willful misconduct with
respect to the Company or an Affiliate; or (iv) material violation of state or federal securities laws.


 



    	 



    	 



    

 


With
respect to any Director, a determination by a majority of the disinterested Board members that the Director has engaged in any
of the following: (a) malfeasance in office; (b) gross misconduct or neglect; (c) false or fraudulent misrepresentation inducing
the director's appointment; (d) wilful conversion of corporate funds; or (e) repeated failure to participate in Board meetings
on a regular basis despite having received proper notice of the meetings in advance.


 


The
Committee, in its absolute discretion, shall determine the effect of all matters and questions relating to whether a Participant
has been discharged for Cause.


 


"Change
in Control" (a) The direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger
or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the
Company and its subsidiaries, taken as a whole, to any Person that is not a subsidiary of the Company; (b) The Incumbent Directors
cease for any reason to constitute at least a majority of the Board; (c) The date which is 10 business days prior to the consummation
of a complete liquidation or dissolution of the Company; (d) The acquisition by any Person of Beneficial Ownership of 50% or more
(on a fully diluted basis) of either (i) the then outstanding shares of Common Stock of the Company, taking into account as outstanding
for this purpose such Common Stock issuable upon the exercise of options or warrants, the conversion of convertible stock or debt,
and the exercise of any similar right to acquire such Common Stock (the "Outstanding Company Common Stock") or (ii)
the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election
of directors (the "Outstanding Company Voting Securities"); provided, however, that for purposes of this Plan, the following
acquisitions shall not constitute a Change in Control: (A) any acquisition by the Company or any Affiliate, (B) any acquisition
by any employee benefit plan sponsored or maintained by the Company or any subsidiary, (C) any acquisition which complies with
clauses, (i), (ii) and (iii) of subsection (e) of this definition or (D) in respect of an Award held by a particular Participant,
any acquisition by the Participant or any group of persons including the Participant (or any entity controlled by the Participant
or any group of persons including the Participant); or (e) The consummation of a reorganization, merger, consolidation, statutory
share exchange or similar form of corporate transaction involving the Company that requires the approval of the Company's shareholders,
whether for such transaction or the issuance of securities in the transaction (a "Business Combination"), unless immediately
following such Business Combination: (i) more than 50% of the total voting power of (A) the entity resulting from such Business
Combination (the "Surviving Company"), or (B) if applicable, the ultimate parent entity that directly or indirectly
has beneficial ownership of sufficient voting securities eligible to elect a majority of the members of the board of directors
(or the analogous governing body) of the Surviving Company (the "Parent Company"), is represented by the Outstanding
Company Voting Securities that were outstanding immediately prior to such Business Combination (or, if applicable, is represented
by shares into which the Outstanding Company Voting Securities were converted pursuant to such Business Combination), and such
voting power among the holders thereof is in substantially the same proportion as the voting power of the Outstanding Company
Voting Securities among the holders thereof immediately prior to the Business Combination; (ii) no Person (other than any employee
benefit plan sponsored or maintained by the Surviving Company or the Parent Company) is or becomes the Beneficial Owner, directly
or indirectly, of 50% or more of the total voting power of the outstanding voting securities eligible to elect members of the
board of directors of the Parent Company (or the analogous governing body) (or, if there is no Parent Company, the Surviving Company);
and (iii) at least a majority of the members of the board of directors (or the analogous governing body) of the Parent Company
(or, if there is no Parent Company, the Surviving Company) following the consummation of the Business Combination were Board members
at the time of the Board's approval of the execution of the initial agreement providing for such Business Combination.


 


"Code" means
the Internal Revenue Code of 1986, as it may be amended from time to time. Any reference to a section of the Code shall be deemed
to include a reference to any regulations promulgated thereunder.


 


"Committee" means
a committee of one or more members of the Board appointed by the Board to administer the Plan in accordance with Section
3.3 and Section 3.4.


 



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"Common
Stock" means the common stock, $0.001 par value per share, of the Company, or such other securities of the Company
as may be designated by the Committee from time to time in substitution thereof.


 


"Company" means
Actinium Pharmaceuticals, Inc. a Delaware corporation, and any successor thereto.


 


"Consultant" means
any individual who is engaged by the Company or any Affiliate to render consulting or advisory services.


 


"Continuous
Service" means that the Participant's service with the Company or an Affiliate, whether as an Employee, Consultant
or Director, is not interrupted or terminated. The Participant's Continuous Service shall not be deemed to have terminated merely
because of a change in the capacity in which the Participant renders service to the Company or an Affiliate as an Employee, Consultant
or Director or a change in the entity for which the Participant renders such service, provided that there is no interruption
or termination of the Participant's Continuous Service; provided further that if any Award is subject to Section 409A of
the Code, this sentence shall only be given effect to the extent consistent with Section 409A of the Code. For example, a change
in status from an Employee of the Company to a Director of an Affiliate will not constitute an interruption of Continuous Service.
The Committee or its delegate, in its sole discretion, may determine whether Continuous Service shall be considered interrupted
in the case of any leave of absence approved by that party, including sick leave, military leave or any other personal or family
leave of absence.


 


"Covered
Employee" has the same meaning as set forth in Section 162(m)(3) of the Code, as interpreted by Internal Revenue
Service (www.practicallaw.com/0-382-3556) Notice 2007-49.


 


"Director" means
a member of the Board.


 


"Effective
Date" shall mean the date as of which this Plan is adopted by the Board.


 


"Employee" means
any person, including an Officer or Director, employed by the Company or an Affiliate. Mere service as a Director or payment of
a director's fee by the Company or an Affiliate shall not be sufficient to constitute "employment" by the Company or
an Affiliate.


 


"Exchange
Act" means the Securities Exchange Act of 1934, as amended.


 


"Fair
Market Value" means, as of any date, the value of the Common Stock as determined below. If the Common Stock is listed
on any established stock exchange or a national market system, including without limitation, the OTCBB, the New York Stock Exchange
or the NASDAQ Stock Market, the Fair Market Value shall be the closing price of a share of Common Stock (or if no sales were reported
the closing price on the date immediately preceding such date) as quoted on such exchange or system on the day of determination,
as reported in the Wall Street Journal or such other source as the Committee deems reliable. In the absence of an established
market for the Common Stock, the Fair Market Value shall be determined in good faith by the Committee and such determination shall
be conclusive and binding on all persons.


 


"Grant
Date" means the date on which the Committee adopts a resolution, or takes other appropriate action, expressly granting
an Award to a Participant that specifies the key terms and conditions of the Award or, if a later date is set forth in such resolution,
then such date as is set forth in such resolution.


 


"Incumbent
Directors" means individuals who, on the Effective Date, constitute the Board, provided that any individual
becoming a Director subsequent to the Effective Date whose election or nomination for election to the Board was approved by a
vote of at least two-thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy
statement of the Company in which such person is named as a nominee for Director without objection to such nomination) shall be
an Incumbent Director. No individual initially elected or nominated as a director of the Company as a result of an actual or threatened
election contest with respect to Directors or as a result of any other actual or threatened solicitation of proxies by or on behalf
of any person other than the Board shall be an Incumbent Director.


 



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"Negative
Discretion" means the discretion authorized by the Plan to be applied by the Committee to eliminate or reduce the
size of a Performance Compensation Award in accordance with Section 7.4(d)(iv) of the Plan; provided, that, the
exercise of such discretion would not cause the Performance Compensation Award to fail to qualify as "performance-based compensation"
under Section 162(m) of the Code.


 


"Non-Employee
Director" means a Director who is a "non-employee director" within the meaning of Rule 16b-3.


 


"Officer" means
a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated
thereunder.


 


"Outside
Director" means a Director who is an "outside director" within the meaning of Section 162(m) of the Code
and Treasury Regulations Section 1.162-27(e)(3) or any successor to such statute and regulation.


 


"Participant" means
an eligible person to whom an Award is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding
Award.


 


"Performance
Compensation Award" means any Award designated by the Committee as a Performance Compensation Award pursuant to
Section 7.4 of the Plan.


 


"Performance
Criteria" means the criterion or criteria that the Committee shall select for purposes of establishing the Performance
Goal(s) for a Performance Period with respect to any Performance Compensation Award under the Plan. The Performance Criteria that
will be used to establish the Performance Goal(s) shall be based on the attainment of specific levels of performance of the Company
(or Affiliate, division, business unit or operational unit of the Company) and shall be limited to the following: (a) net
earnings or net income (before or after taxes); (b) basic or diluted earnings per share (before or after taxes); (c) net revenue
or net revenue growth; (d) gross revenue; (e) gross profit or gross profit growth; (f) net operating profit (before or after taxes);
(g) return on assets, capital, invested capital, equity, or sales; (h) cash flow (including, but not limited to, operating cash
flow, free cash flow, and cash flow return on capital); (i) earnings before or after taxes, interest, depreciation and/or amortization;
(j) gross or operating margins; (k) improvements in capital structure; (l) budget and expense management; (m) productivity ratios;
(n) economic value added or other value added measurements; (o) share price (including, but not limited to, growth measures and
total shareholder return); (p) expense targets; (q) margins; (r) operating efficiency; (s) working capital targets; (t) enterprise
value; (u) safety record; and (v) completion of acquisitions or business expansion.


 


Any
one or more of the Performance Criteria may be used on an absolute or relative basis to measure the performance of the Company
and/or an Affiliate as a whole or any division, business unit or operational unit of the Company and/or an Affiliate or any combination
thereof, as the Committee may deem appropriate, or as compared to the performance of a group of comparable companies, or published
or special index that the Committee, in its sole discretion, deems appropriate, or the Committee may select Performance Criterion
(o) above as compared to various stock market indices. The Committee also has the authority to provide for accelerated vesting
of any Award based on the achievement of Performance Goals pursuant to the Performance Criteria specified in this paragraph. To
the extent required under Section 162(m) of the Code, the Committee shall, within the first 90 days of a Performance Period (or,
if longer or shorter, within the maximum period allowed under Section 162(m) of the Code), define in an objective fashion the
manner of calculating the Performance Criteria it selects to use for such Performance Period. In the event that applicable tax
and/or securities laws change to permit the Committee discretion to alter the governing Performance Criteria without obtaining
shareholder approval of such changes, the Committee shall have sole discretion to make such changes without obtaining shareholder
approval.


 


"Performance
Formula" means, for a Performance Period, the one or more objective formulas applied against the relevant Performance
Goal to determine, with regard to the Performance Compensation Award of a particular Participant, whether all, some portion but
less than all, or none of the Performance Compensation Award has been earned for the Performance Period.


 



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"Performance
Goals" means, for a Performance Period, the one or more goals established by the Committee for the Performance Period
based upon the Performance Criteria. The Committee is authorized at any time during the first 90 days of a Performance Period
(or, if longer or shorter, within the maximum period allowed under Section 162(m) of the Code), or at any time thereafter (but
only to the extent the exercise of such authority after such period would not cause the Performance Compensation Awards granted
to any Participant for the Performance Period to fail to qualify as "performance-based compensation" under Section 162(m)
of the Code), in its sole and absolute discretion, to adjust or modify the calculation of a Performance Goal for such Performance
Period to the extent permitted under Section 162(m) of the Code in order to prevent the dilution or enlargement of the rights
of Participants based on the following events:  (a) asset write-downs; (b) litigation or claim judgments or settlements;
(c) the effect of changes in tax laws, accounting principles, or other laws or regulatory rules affecting reported results; (d)
any reorganization and restructuring programs; (e) extraordinary nonrecurring items as described in Accounting Principles Board
Opinion No. 30 (or any successor or pronouncement thereto) and/or in management's discussion and analysis of financial condition
and results of operations appearing in the Company's annual report to shareholders for the applicable year; (f) acquisitions or
divestitures; (g) any other specific unusual or nonrecurring events, or objectively determinable category thereof; (h) foreign
exchange gains and losses; and (i) a change in the Company's fiscal year.


 


"Performance
Period" means the one or more periods of time not less than one fiscal quarter in duration, as the Committee may
select, over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant's
right to and the payment of a Performance Compensation Award.


 


"Performance
Share Award" means any Award granted pursuant to Section 7.3 hereof.


 


"Performance
Share" means the grant of a right to receive a number of actual shares of Common Stock or share units based upon
the performance of the Company during a Performance Period, as determined by the Committee.


 


"Plan" means
this Actinium Pharmaceuticals, Inc. 2013 Equity Incentive Plan, as amended and/or amended and restated from time to time.


 


"Restricted
Award" means any Award granted pursuant to Section 7.2(a).


 


"Restricted
Period" has the meaning set forth in Section 7.2(a).


 


"Rule
16b-3" means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3, as in effect from time
to time.


 


"Securities
Act" means the Securities Act of 1933, as amended.


 


		3.	Administration.


 


3.1      Authority
of Committee. The Plan shall be administered by the Committee or, in the Board's sole discretion, by the Board. Subject to
the terms of the Plan, the Committee's charter and Applicable Laws, and in addition to other express powers and authorization
conferred by the Plan, the Committee shall have the authority:


 


(a)      to
construe and interpret the Plan and apply its provisions;


 


(b)      to
promulgate, amend, and rescind rules and regulations relating to the administration of the Plan;


 


(c)      to
authorize any person to execute, on behalf of the Company, any instrument required to carry out the purposes of the Plan;


 


(d)      to
delegate its authority to one or more Officers of the Company with respect to Awards that do not involve Covered Employees or
"insiders" within the meaning of Section 16 of the Exchange Act;


 



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(e)     to
determine when Awards are to be granted under the Plan and the applicable Grant Date;


 


(f)      from
time to time to select, subject to the limitations set forth in this Plan, those Participants to whom Awards shall be granted;


 


(g)      to
determine the number of shares of Common Stock to be made subject to each Award;


 


(h)      to
prescribe the terms and conditions of each Award, including, without limitation, the exercise price and medium of payment and
vesting provisions, and to specify the provisions of the Award Agreement relating to such grant;


 


(i)      to
determine the target number of Performance Shares to be granted pursuant to a Performance Share Award, the performance measures
that will be used to establish the performance goals, the performance period(s) and the number of Performance Shares earned by
a Participant;


 


(j)      to
designate an Award (including a cash bonus) as a Performance Compensation Award and to select the Performance Criteria that will
be used to establish the Performance Goals;


 


(k)      to
amend any outstanding Awards, including for the purpose of modifying the time or manner of vesting, or the term of any outstanding
Award; provided, however, that if any such amendment impairs a Participant's rights or increases a Participant's obligations
under his or her Award or creates or increases a Participant's federal income tax liability with respect to an Award, such amendment
shall also be subject to the Participant's consent;


 


(l)      to
determine the duration and purpose of leaves of absences which may be granted to a Participant without constituting termination
of their employment for purposes of the Plan, which periods shall be no shorter than the periods generally applicable to Employees
under the Company's employment policies;


 


(m)     to
make decisions with respect to outstanding Awards that may become necessary upon a change in corporate control or an event that
triggers anti-dilution adjustments;


 


(n)     to
interpret, administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in the Plan and any instrument
or agreement relating to, or Award granted under, the Plan; and


 


(o)     to
exercise discretion to make any and all other determinations which it determines to be necessary or advisable for the administration
of the Plan.


 


The
Committee also may modify the purchase price or the exercise price of any outstanding Award, provided that if the modification
effects a repricing, shareholder approval shall be required before the repricing is effective.


 


3.2      Committee
Decisions Final. All decisions made by the Committee pursuant to the provisions of the Plan shall be final and binding on
the Company and the Participants, unless such decisions are determined by a court having jurisdiction to be arbitrary and capricious.


 


3.3      Delegation.
The Committee, or if no Committee has been appointed, the Board, may delegate administration of the Plan to a committee or committees
of one or more members of the Board, and the term "Committee" shall apply to any person or persons to whom such
authority has been delegated. The Committee shall have the power to delegate to a subcommittee any of the administrative powers
the Committee is authorized to exercise (and references in this Plan to the Board or the Committee shall thereafter be to the
committee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be
adopted from time to time by the Board. The Board may abolish the Committee at any time and revest in the Board the administration
of the Plan. The members of the Committee shall be appointed by and serve at the pleasure of the Board. From time to time, the
Board may increase or decrease the size of the Committee, add additional members to, remove members (with or without cause) from,
appoint new members in substitution therefor, and fill vacancies, however caused, in the Committee. The Committee shall act pursuant
to a vote of the majority of its members or, in the case of a Committee comprised of only two members, the unanimous consent of
its members, whether present or not, or by the written consent of the majority of its members and minutes shall be kept of all
of its meetings and copies thereof shall be provided to the Board. Subject to the limitations prescribed by the Plan and the Board,
the Committee may establish and follow such rules and regulations for the conduct of its business as it may determine to be advisable.


 



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3.4      Committee
Composition. Except as otherwise determined by the Board, the Committee shall consist solely of two or more Non-Employee Directors
who are also Outside Directors. The Board shall have discretion to determine whether or not it intends to comply with the exemption
requirements of Rule 16b-3 and/or Section 162(m) of the Code. However, if the Board intends to satisfy such exemption requirements,
with respect to Awards to any Covered Employee and with respect to any insider subject to Section 16 of the Exchange Act, the
Committee shall be a compensation committee of the Board that at all times consists solely of two or more Non-Employee Directors
who are also Outside Directors. Within the scope of such authority, the Board or the Committee may (a) delegate to a committee
of one or more members of the Board who are not Outside Directors the authority to grant Awards to eligible persons who are either
(i) not then Covered Employees and are not expected to be Covered Employees at the time of recognition of income resulting from
such Award or (ii) not persons with respect to whom the Company wishes to comply with Section 162(m) of the Code or (b) delegate
to a committee of one or more members of the Board who are not Non-Employee Directors the authority to grant Awards to eligible
persons who are not then subject to Section 16 of the Exchange Act. Nothing herein shall create an inference that an Award is
not validly granted under the Plan in the event Awards are granted under the Plan by a compensation committee of the Board that
does not at all times consist solely of two or more Non-Employee Directors who are also Outside Directors.


 


3.5      Indemnification.
In addition to such other rights of indemnification as they may have as Directors or members of the Committee, and to the extent
allowed by Applicable Laws, the Committee shall be indemnified by the Company against the reasonable expenses, including attorney's
fees, actually incurred in connection with any action, suit or proceeding or in connection with any appeal therein, to which the
Committee may be party by reason of any action taken or failure to act under or in connection with the Plan or any Award granted
under the Plan, and against all amounts paid by the Committee in settlement thereof (provided, however, that the settlement
has been approved by the Company, which approval shall not be unreasonably withheld) or paid by the Committee in satisfaction
of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action,
suit or proceeding that such Committee did not act in good faith and in a manner which such person reasonably believed to be in
the best interests of the Company, or in the case of a criminal proceeding, had no reason to believe that the conduct complained
of was unlawful; provided, however, that within 60 days after institution of any such action, suit or proceeding, such
Committee shall, in writing, offer the Company the opportunity at its own expense to handle and defend such action, suit or proceeding.


 


		4.	Shares
    Subject to the Plan.


 


4.1      Subject
to adjustment in accordance with Section 11, a total of 1,000,000 shares of Common Stock shall be available for
the grant of Awards under the Plan. During the terms of the Awards, the Company shall keep available at all times the number of
shares of Common Stock required to satisfy such Awards.


 


4.2      Shares
of Common Stock available for distribution under the Plan may consist, in whole or in part, of authorized and unissued shares,
treasury shares or shares reacquired by the Company in any manner.


 


4.3      Any
shares of Common Stock subject to an Award that is canceled, forfeited or expires prior to exercise or realization, either in
full or in part, shall again become available for issuance under the Plan. Notwithstanding anything to the contrary contained
herein: shares subject to an Award under the Plan shall not again be made available for issuance or delivery under the Plan if
such shares are delivered or withheld by the Company to satisfy any tax withholding obligation.


 


		5.	Eligibility.


 


5.1      Eligibility
for Specific Awards. Awards may be granted to Employees, Consultants and Directors and those individuals whom the Committee
determines are reasonably expected to become Employees, Consultants and Directors following the Grant Date.


 



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		6.	Intentionally
    left blank.


 


		7.	Provisions
    of Awards.


 


7.1      Intentionally
left blank.  


 


7.2      Restricted
Awards.  


 


(a)     General


 


A
Restricted Award is an Award of actual shares of Common Stock ("Restricted Stock") or hypothetical Common Stock
units ("Restricted Stock Units") having a value equal to the Fair Market Value of an identical number of shares
of Common Stock, which may, but need not, provide that such Restricted Award may not be sold, assigned, transferred or otherwise
disposed of, pledged or hypothecated as collateral for a loan or as security for the performance of any obligation or for any
other purpose for such period (the "Restricted Period") as the Committee shall determine. Each Restricted Award
granted under the Plan shall be evidenced by an Award Agreement. Each Restricted Award so granted shall be subject to the conditions
set forth in this Section 7.2, and to such other conditions not inconsistent with the Plan as may be reflected in the applicable
Award Agreement.


 


(b)     Restricted
Stock and Restricted Stock Units


 


	 	(i)	Each Participant
    granted Restricted Stock shall execute and deliver to the Company an Award Agreement with respect to the Restricted Stock
    setting forth the restrictions and other terms and conditions applicable to such Restricted Stock. If the Committee determines
    that the Restricted Stock shall be held by the Company or in escrow rather than delivered to the Participant pending the release
    of the applicable restrictions, the Committee may require the Participant to additionally execute and deliver to the Company
    (A) an escrow agreement satisfactory to the Committee, if applicable and (B) the appropriate blank stock power with respect
    to the Restricted Stock covered by such agreement. If a Participant fails to execute an agreement evidencing an Award of Restricted
    Stock and, if applicable, an escrow agreement and stock power, the Award shall be null and void. Subject to the restrictions
    set forth in the Award, the Participant generally shall have the rights and privileges of a shareholder as to such Restricted
    Stock, including the right to vote such Restricted Stock and the right to receive dividends; provided that, any cash
    dividends and stock dividends with respect to the Restricted Stock shall be withheld by the Company for the Participant's
    account, and interest may be credited on the amount of the cash dividends withheld at a rate and subject to such terms as
    determined by the Committee. The cash dividends or stock dividends so withheld by the Committee and attributable to any particular
    share of Restricted Stock (and earnings thereon, if applicable) shall be distributed to the Participant in cash or, at the
    discretion of the Committee, in shares of Common Stock having a Fair Market Value equal to the amount of such dividends, if
    applicable, upon the release of restrictions on such share and, if such share is forfeited, the Participant shall have no
    right to such dividends.


 


	 	(ii)	The terms and
    conditions of a grant of Restricted Stock Units shall be reflected in an Award Agreement. No shares of Common Stock shall
    be issued at the time a Restricted Stock Unit is granted, and the Company will not be required to set aside a fund for the
    payment of any such Award. A Participant shall have no voting rights with respect to any Restricted Stock Units granted hereunder.
    At the discretion of the Committee, each Restricted Stock Unit (representing one share of Common Stock) may be credited with
    cash and stock dividends paid by the Company in respect of one share of Common Stock ("Dividend Equivalents").
    Dividend Equivalents shall be withheld by the Company for the Participant's account, and interest may be credited on the amount
    of cash Dividend Equivalents withheld at a rate and subject to such terms as determined by the Committee. Dividend Equivalents
    credited to a Participant's account and attributable to any particular Restricted Stock Unit (and earnings thereon, if applicable)
    shall be distributed in cash or, at the discretion of the Committee, in shares of Common Stock having a Fair Market Value
    equal to the amount of such Dividend Equivalents and earnings, if applicable, to the Participant upon settlement of such Restricted
    Stock Unit and, if such Restricted Stock Unit is forfeited, the Participant shall have no right to such Dividend Equivalents.


 



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(c)     Restrictions


 


	 	(i)	Restricted Stock
    awarded to a Participant shall be subject to the following restrictions until the expiration of the Restricted Period, and
    to such other terms and conditions as may be set forth in the applicable Award Agreement: (A) if an escrow arrangement is
    used, the Participant shall not be entitled to delivery of the stock certificate; (B) the shares shall be subject to the restrictions
    on transferability set forth in the Award Agreement; (C) the shares shall be subject to forfeiture to the extent provided
    in the applicable Award Agreement; and (D) to the extent such shares are forfeited, the stock certificates shall be returned
    to the Company, and all rights of the Participant to such shares and as a shareholder with respect to such shares shall terminate
    without further obligation on the part of the Company.


 


	 	(ii)	Restricted Stock
    Units awarded to any Participant shall be subject to (A) forfeiture until the expiration of the Restricted Period, and satisfaction
    of any applicable Performance Goals during such period, to the extent provided in the applicable Award Agreement, and to the
    extent such Restricted Stock Units are forfeited, all rights of the Participant to such Restricted Stock Units shall terminate
    without further obligation on the part of the Company and (B) such other terms and conditions as may be set forth in the applicable
    Award Agreement.


 


	 	(iii)	The Committee
    shall have the authority to remove any or all of the restrictions on the Restricted Stock and Restricted Stock Units whenever
    it may determine that, by reason of changes in Applicable Laws or other changes in circumstances arising after the date the
    Restricted Stock or Restricted Stock Units are granted, such action is appropriate.


 


(d)     Restricted
Period


 


With
respect to Restricted Awards, the Restricted Period shall commence on the Grant Date and end at the time or times set forth on
a schedule established by the Committee in the applicable Award Agreement.


 


No
Restricted Award may be granted or settled for a fraction of a share of Common Stock. The Committee may, but shall not be required
to, provide for an acceleration of vesting in the terms of any Award Agreement upon the occurrence of a specified event.


 


(e)     Delivery
of Restricted Stock and Settlement of Restricted Stock Units


 


Upon
the expiration of the Restricted Period with respect to any shares of Restricted Stock, the restrictions set forth in Section
7.2(c) and the applicable Award Agreement shall be of no further force or effect with respect to such shares, except as
set forth in the applicable Award Agreement. If an escrow arrangement is used, upon such expiration, the Company shall deliver
to the Participant, or his or her beneficiary, without charge, the stock certificate evidencing the shares of Restricted Stock
which have not then been forfeited and with respect to which the Restricted Period has expired (to the nearest full share) and
any cash dividends or stock dividends credited to the Participant's account with respect to such Restricted Stock and the interest
thereon, if any. Upon the expiration of the Restricted Period with respect to any outstanding Restricted Stock Units, the Company
shall deliver to the Participant, or his or her beneficiary, without charge, one share of Common Stock for each such outstanding
Restricted Stock Unit ("Vested Unit") and cash equal to any Dividend Equivalents credited with respect to each
such Vested Unit in accordance with Section 7.2(b)(ii) hereof and the interest thereon or, at the discretion of
the Committee, in shares of Common Stock having a Fair Market Value equal to such Dividend Equivalents and the interest thereon,
if any; provided, however, that, if explicitly provided in the applicable Award Agreement, the Committee may, in its sole
discretion, elect to pay cash or part cash and part Common Stock in lieu of delivering only shares of Common Stock for Vested
Units. If a cash payment is made in lieu of delivering shares of Common Stock, the amount of such payment shall be equal to the
Fair Market Value of the Common Stock as of the date on which the Restricted Period lapsed with respect to each Vested Unit.


 



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(f)     Stock
Restrictions


 


Each
certificate representing Restricted Stock awarded under the Plan shall bear a legend in such form as the Company deems appropriate.


 


7.3      Performance
Share Awards.  


 


(a)     Grant
of Performance Share Awards


 


Each
Performance Share Award granted under the Plan shall be evidenced by an Award Agreement. Each Performance Share Award so granted
shall be subject to the conditions set forth in this Section 7.3, and to such other conditions not inconsistent with the Plan
as may be reflected in the applicable Award Agreement. The Committee shall have the discretion to determine: (i) the number of
shares of Common Stock or stock-denominated units subject to a Performance Share Award granted to any Participant; (ii) the performance
period applicable to any Award; (iii) the conditions that must be satisfied for a Participant to earn an Award; and (iv) the other
terms, conditions and restrictions of the Award.


  


(b)     Earning
Performance Share Awards


 


The
number of Performance Shares earned by a Participant will depend on the extent to which the performance goals established by the
Committee are attained within the applicable Performance Period, as determined by the Committee. No payout shall be made with
respect to any Performance Share Award except upon written certification by the Committee that the minimum threshold performance
goal(s) have been achieved.


 


7.4      Performance
Compensation Awards.  


 


(a)     General


 


The
Committee shall have the authority, at the time of grant of any Award described in this Plan, to designate such Award as a Performance
Compensation Award in order to qualify such Award as "performance-based compensation" under Section 162(m) of the Code.
In addition, the Committee shall have the authority to make an Award of a cash bonus to any Participant and designate such Award
as a Performance Compensation Award in order to qualify such Award as "performance-based compensation" under Section
162(m) of the Code.


 


(b)     Eligibility


 


The
Committee will, in its sole discretion, designate within the first 90 days of a Performance Period (or, if longer or shorter,
within the maximum period allowed under Section 162(m) of the Code) which Participants will be eligible to receive Performance
Compensation Awards in respect of such Performance Period. However, designation of a Participant eligible to receive an Award
hereunder for a Performance Period shall not in any manner entitle the Participant to receive payment in respect of any Performance
Compensation Award for such Performance Period. The determination as to whether or not such Participant becomes entitled to payment
in respect of any Performance Compensation Award shall be decided solely in accordance with the provisions of this Section 7.4.
Moreover, designation of a Participant eligible to receive an Award hereunder for a particular Performance Period shall not require
designation of such Participant eligible to receive an Award hereunder in any subsequent Performance Period and designation of
one person as a Participant eligible to receive an Award hereunder shall not require designation of any other person as a Participant
eligible to receive an Award hereunder in such period or in any other period.


 






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(c)     Discretion
of Committee with Respect to Performance Compensation Awards


 


With
regard to a particular Performance Period, the Committee shall have full discretion to select the length of such Performance Period
(provided any such Performance Period shall be not less than one fiscal quarter in duration), the type(s) of Performance Compensation
Awards to be issued, the Performance Criteria that will be used to establish the Performance Goal(s), the kind(s) and/or level(s)
of the Performance Goal(s) that is (are) to apply to the Company and the Performance Formula. Within the first 90 days of a Performance
Period (or, if longer or shorter, within the maximum period allowed under Section 162(m) of the Code), the Committee shall, with
regard to the Performance Compensation Awards to be issued for such Performance Period, exercise its discretion with respect to
each of the matters enumerated in the immediately preceding sentence of this Section 7.4(c) and record the same in writing.


 


(d)     Payment
of Performance Compensation Awards


 


(i)     Condition
to Receipt of Payment


Unless
otherwise provided in the applicable Award Agreement, a Participant must be employed by the Company on the last day of a Performance
Period to be eligible for payment in respect of a Performance Compensation Award for such Performance Period.


 


(ii)    Limitation


A
Participant shall be eligible to receive payment in respect of a Performance Compensation Award only to the extent that: (A) the
Performance Goals for such period are achieved; and (B) the Performance Formula as applied against such Performance Goals determines
that all or some portion of such Participant's Performance Compensation Award has been earned for the Performance Period.


 


(iii)   Certification


Following
the completion of a Performance Period, the Committee shall review and certify in writing whether, and to what extent, the Performance
Goals for the Performance Period have been achieved and, if so, calculate and certify in writing the amount of the Performance
Compensation Awards earned for the period based upon the Performance Formula. The Committee shall then determine the actual size
of each Participant's Performance Compensation Award for the Performance Period and, in so doing, may apply Negative Discretion
in accordance with Section 7.4(d)(iv) hereof, if and when it deems appropriate.


 


(iv)   Use
of Discretion


In
determining the actual size of an individual Performance Compensation Award for a Performance Period, the Committee may reduce
or eliminate the amount of the Performance Compensation Award earned under the Performance Formula in the Performance Period through
the use of Negative Discretion if, in its sole judgment, such reduction or elimination is appropriate. The Committee shall not
have the discretion to (A) grant or provide payment in respect of Performance Compensation Awards for a Performance Period if
the Performance Goals for such Performance Period have not been attained or (B) increase a Performance Compensation Award above
the maximum amount payable under Section 7.4(d)(vi) of the Plan.


 


(v)    Timing
of Award Payments


Performance
Compensation Awards granted for a Performance Period shall be paid to Participants as soon as administratively practicable following
completion of the certifications required by this Section 7.4 but in no event later than 2 1/2 months following the end of the
fiscal year during which the Performance Period is completed.


 



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(vi)   Maximum
Award Payable


Notwithstanding
any provision contained in this Plan to the contrary, the maximum Performance Compensation Award payable to any one Participant
under the Plan for a Performance Period is 1,000,000 shares of Common Stock or, in the event such Performance Compensation Award
is paid in cash, the equivalent cash value thereof on the first or last day of the Performance Period to which such Award relates,
as determined by the Committee. The maximum amount that can be paid in any calendar year to any Participant pursuant to a cash
bonus Award described in the last sentence of Section 7.4(a) shall be $150,000. Furthermore, any Performance Compensation
Award that has been deferred shall not (between the date as of which the Award is deferred and the payment date) increase (A)
with respect to a Performance Compensation Award that is payable in cash, by a measuring factor for each fiscal year greater than
a reasonable rate of interest set by the Committee or (B) with respect to a Performance Compensation Award that is payable in
shares of Common Stock, by an amount greater than the appreciation of a share of Common Stock from the date such Award is deferred
to the payment date.


 


8.     Securities
Law Compliance. Each Award Agreement shall provide that no shares of Common Stock shall be purchased or sold thereunder unless
and until (a) any then applicable requirements of state or federal laws and regulatory agencies have been fully complied with
to the satisfaction of the Company and its counsel and (b) if required to do so by the Company, the Participant has executed and
delivered to the Company a letter of investment intent in such form and containing such provisions as the Committee may require.
The Company shall use reasonable efforts to seek to obtain from each regulatory commission or agency having jurisdiction over
the Plan such authority as may be required to grant Awards and to issue and sell shares of Common Stock upon exercise of the Awards;
provided, however, that this undertaking shall not require the Company to register under the Securities Act the Plan, any
Award or any Common Stock issued or issuable pursuant to any such Award. If, after reasonable efforts, the Company is unable to
obtain from any such regulatory commission or agency the authority which counsel for the Company deems necessary for the lawful
issuance and sale of Common Stock under the Plan, the Company shall be relieved from any liability for failure to issue and sell
Common Stock upon exercise of such Awards unless and until such authority is obtained.


 


9.     Use
of Proceeds from Stock. Proceeds from the sale of Common Stock pursuant to Awards, or upon exercise thereof, shall constitute
general funds of the Company.


 


10.   Miscellaneous.


 


10.1     Acceleration
of Exercisability and Vesting. The Committee shall have the power to accelerate the time at which an Award may first be exercised
or the time during which an Award or any part thereof will vest in accordance with the Plan, notwithstanding the provisions in
the Award stating the time at which it may first be exercised or the time during which it will vest.


 


10.2     Shareholder
Rights. Except as provided in the Plan or an Award Agreement, no Participant shall be deemed to be the holder of, or to have
any of the rights of a holder with respect to, any shares of Common Stock subject to such Award unless and until such Participant
has satisfied all requirements for exercise of the Award pursuant to its terms and no adjustment shall be made for dividends (ordinary
or extraordinary, whether in cash, securities or other property) or distributions of other rights for which the record date is
prior to the date such Common Stock certificate is issued, except as provided in Section 11 hereof.


 


10.3     No
Employment or Other Service Rights. Nothing in the Plan or any instrument executed or Award granted pursuant thereto shall
confer upon any Participant any right to continue to serve the Company or an Affiliate in the capacity in effect at the time the
Award was granted or shall affect the right of the Company or an Affiliate to terminate (a) the employment of an Employee with
or without notice and with or without Cause or (b) the service of a Director pursuant to the By-laws of the Company or an Affiliate,
and any applicable provisions of the corporate law of the state in which the Company or the Affiliate is incorporated, as the
case may be.


 


10.4     Transfer;
Approved Leave of Absence. For purposes of the Plan, no termination of employment by an Employee shall be deemed to result
from either (a) a transfer to the employment of the Company from an Affiliate or from the Company to an Affiliate, or from one
Affiliate to another, or (b) an approved leave of absence for military service or sickness, or for any other purpose approved
by the Company, if the Employee's right to reemployment is guaranteed either by a statute or by contract or under the policy pursuant
to which the leave of absence was granted or if the Committee otherwise so provides in writing, in either case, except to the
extent inconsistent with Section 409A of the Code if the applicable Award is subject thereto.


 



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10.5     Withholding
Obligations. To the extent provided by the terms of an Award Agreement and subject to the discretion of the Committee, the
Participant may satisfy any federal, state or local tax withholding obligation relating to the exercise or acquisition of Common
Stock under an Award by any of the following means (in addition to the Company's right to withhold from any compensation paid
to the Participant by the Company) or by a combination of such means: (a) tendering a cash payment; (b) authorizing the Company
to withhold shares of Common Stock from the shares of Common Stock otherwise issuable to the Participant as a result of the exercise
or acquisition of Common Stock under the Award, provided, however, that no shares of Common Stock are withheld with a value
exceeding the minimum amount of tax required to be withheld by law; or (c) delivering to the Company previously owned and unencumbered
shares of Common Stock of the Company.


 


11.     Adjustments
Upon Changes in Stock. In the event of changes in the outstanding Common Stock or in the capital structure of the Company
by reason of any stock or extraordinary cash dividend, stock split, reverse stock split, an extraordinary corporate transaction
such as any recapitalization, reorganization, merger, consolidation, combination, exchange, or other relevant change in capitalization
occurring after the Grant Date of any Award, Awards granted under the Plan and any Award Agreements, the maximum number of shares
of Common Stock subject to all Awards stated in Section 4 and the maximum number of shares of Common Stock with
respect to which any one person may be granted Awards during any period stated in Section 4 and Section 7.4(d)(vi)
will be equitably adjusted or substituted, as to the number, price or kind of a share of Common Stock or other consideration subject
to such Awards to the extent necessary to preserve the economic intent of such Award. Any adjustments made under this Section
11 shall be made in a manner which does not adversely affect the exemption provided pursuant to Rule 16b-3 under the Exchange
Act. Further, with respect to Awards intended to qualify as "performance-based compensation" under Section 162(m) of
the Code, any adjustments or substitutions will not cause the Company to be denied a tax deduction on account of Section 162(m)
of the Code. The Company shall give each Participant notice of an adjustment hereunder and, upon notice, such adjustment shall
be conclusive and binding for all purposes.


 


12.     Effect
of Change in Control.


 


12.1     Unless
otherwise provided in an Award Agreement, notwithstanding any provision of the Plan to the contrary:


 


(a)     
With respect to Performance Compensation Awards, in the event of a Change in Control, all incomplete Performance Periods in respect
of such Award in effect on the date the Change in Control occurs shall end on the date of such change and the Committee shall
(i) determine the extent to which Performance Goals with respect to each such Performance Period have been met based upon such
audited or unaudited financial information then available as it deems relevant and (ii) cause to be paid to the applicable Participant
partial or full Awards with respect to Performance Goals for each such Performance Period based upon the Committee's determination
of the degree of attainment of Performance Goals or, if not determinable, assuming that the applicable "target" levels
of performance have been attained, or on such other basis determined by the Committee.


 


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


 


12.2     In
addition, in the event of a Change in Control, the Committee may in its discretion and upon at least 10 days' advance notice to
the affected persons, cancel any outstanding Awards and pay to the holders thereof, in cash or stock, or any combination thereof,
the value of such Awards based upon the price per share of Common Stock received or to be received by other shareholders of the
Company in the event.


 


12.3     The
obligations of the Company under the Plan shall be binding upon any successor corporation or organization resulting from the merger,
consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding to all or substantially
all of the assets and business of the Company and its Affiliates, taken as a whole.


 



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13.     Amendment
of the Plan and Awards.


 


13.1     Amendment
of Plan. The Board at any time, and from time to time, may amend or terminate the Plan. However, except as provided in Section
11 relating to adjustments upon changes in Common Stock and Section 13.3, no amendment shall be effective
unless approved by the shareholders of the Company to the extent shareholder approval is necessary to satisfy any Applicable Laws.
At the time of such amendment, the Board shall determine, upon advice from counsel, whether such amendment will be contingent
on shareholder approval.


 


13.2     Shareholder
Approval. The Board may, in its sole discretion, submit any other amendment to the Plan for shareholder approval, including,
but not limited to, amendments to the Plan intended to satisfy the requirements of Section 162(m) of the Code and the regulations
thereunder regarding the exclusion of performance-based compensation from the limit on corporate deductibility of compensation
paid to certain executive officers.


 


13.3     Intentionally
left blank.


 


13.4     No
Impairment of Rights. Rights under any Award granted before amendment of the Plan shall not be impaired by any amendment of
the Plan unless (a) the Company requests the consent of the Participant and (b) the Participant consents in writing.


 


13.5     Amendment
of Awards. The Committee at any time, and from time to time, may amend the terms of any one or more Awards; provided, however,
that the Committee may not affect any amendment which would otherwise constitute an impairment of the rights under any Award unless
(a) the Company requests the consent of the Participant and (b) the Participant consents in writing.


 


14.     General
Provisions.


 


14.1     Forfeiture
Events. The Committee may specify in an Award Agreement that the Participant's rights, payments and benefits with respect
to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain events, in addition
to applicable vesting conditions of an Award. Such events may include, without limitation, breach of non-competition, non-solicitation,
confidentiality, or other restrictive covenants that are contained in the Award Agreement or otherwise applicable to the Participant,
a termination of the Participant's Continuous Service for Cause, or other conduct by the Participant that is detrimental to the
business or reputation of the Company and/or its Affiliates.


 


14.2     Other
Compensation Arrangements. Nothing contained in this Plan shall prevent the Board from adopting other or additional compensation
arrangements, subject to shareholder approval if such approval is required; and such arrangements may be either generally applicable
or applicable only in specific cases.


 


14.3     Sub-plans.
The Committee may from time to time establish sub-plans under the Plan for purposes of satisfying blue sky, securities, tax or
other laws of various jurisdictions in which the Company intends to grant Awards. Any sub-plans shall contain such limitations
and other terms and conditions as the Committee determines are necessary or desirable. All sub-plans shall be deemed a part of
the Plan, but each sub-plan shall apply only to the Participants in the jurisdiction for which the sub-plan was designed.


 


14.4     Deferral
of Awards. The Committee may establish one or more programs under the Plan to permit selected Participants the opportunity
to elect to defer receipt of consideration upon exercise of an Award, satisfaction of performance criteria, or other event that
absent the election would entitle the Participant to payment or receipt of shares of Common Stock or other consideration under
an Award. The Committee may establish the election procedures, the timing of such elections, the mechanisms for payments of, and
accrual of interest or other earnings, if any, on amounts, shares or other consideration so deferred, and such other terms, conditions,
rules and procedures that the Committee deems advisable for the administration of any such deferral program.


 


14.5     Unfunded
Plan. The Plan shall be unfunded. Neither the Company, the Board nor the Committee shall be required to establish any special
or separate fund or to segregate any assets to assure the performance of its obligations under the Plan.


 



    	14



    	 



    

 


14.6     Recapitalizations.
Each Award Agreement shall contain provisions required to reflect the provisions of Section 11.


 


14.7     Delivery.
Upon exercise of a right granted under this Plan, the Company shall issue Common Stock or pay any amounts due within a reasonable
period of time thereafter. Subject to any statutory or regulatory obligations the Company may otherwise have, for purposes of
this Plan, 30 days shall be considered a reasonable period of time.


 


14.8     No
Fractional Shares. No fractional shares of Common Stock shall be issued or delivered pursuant to the Plan. The Committee shall
determine whether cash, additional Awards or other securities or property shall be issued or paid in lieu of fractional shares
of Common Stock or whether any fractional shares should be rounded, forfeited or otherwise eliminated.


 


14.9     Other
Provisions. The Award Agreements authorized under the Plan may contain such other provisions not inconsistent with this Plan,
including, without limitation, restrictions upon the exercise of the Awards, as the Committee may deem advisable.


 


14.10     Section
409A. The Plan is intended to comply with Section 409A of the Code to the extent subject thereto, and, accordingly, to the
maximum extent permitted, the Plan shall be interpreted and administered to be in compliance therewith. Any payments described
in the Plan that are due within the "short-term deferral period" as defined in Section 409A of the Code shall not be
treated as deferred compensation unless Applicable Laws require otherwise. Notwithstanding anything to the contrary in the Plan,
to the extent required to avoid accelerated taxation and tax penalties under Section 409A of the Code, amounts that would otherwise
be payable and benefits that would otherwise be provided pursuant to the Plan during the six (6) month period immediately following
the Participant's termination of Continuous Service shall instead be paid on the first payroll date after the six-month anniversary
of the Participant's separation from service (or the Participant's death, if earlier). Notwithstanding the foregoing, neither
the Company nor the Committee shall have any obligation to take any action to prevent the assessment of any excise tax or penalty
on any Participant under Section 409A of the Code and neither the Company nor the Committee will have any liability to any Participant
for such tax or penalty.


 


14.11     Section
16. It is the intent of the Company that the Plan satisfy, and be interpreted in a manner that satisfies, the applicable requirements
of Rule 16b-3 as promulgated under Section 16 of the Exchange Act so that Participants will be entitled to the benefit of Rule
16b-3, or any other rule promulgated under Section 16 of the Exchange Act, and will not be subject to short-swing liability under
Section 16 of the Exchange Act. Accordingly, if the operation of any provision of the Plan would conflict with the intent expressed
in this Section 14.11, such provision to the extent possible shall be interpreted and/or deemed amended so as to avoid such conflict.


 


14.12     Section
162(m). To the extent the Committee issues any Award that is intended to be exempt from the deduction limitation of Section
162(m) of the Code, the Committee may, without shareholder or grantee approval, amend the Plan or the relevant Award Agreement
retroactively or prospectively to the extent it determines necessary in order to comply with any subsequent clarification of Section
162(m) of the Code required to preserve the Company's federal income tax deduction for compensation paid pursuant to any such
Award.


 


14.13     Beneficiary
Designation. Each Participant under the Plan may from time to time name any beneficiary or beneficiaries by whom any right
under the Plan is to be exercised in case of such Participant's death. Each designation will revoke all prior designations by
the same Participant, shall be in a form reasonably prescribed by the Committee and shall be effective only when filed by the
Participant in writing with the Company during the Participant's lifetime.


 


14.14     Expenses.
The costs of administering the Plan shall be paid by the Company.


 


14.15     Severability.
If any of the provisions of the Plan or any Award Agreement is held to be invalid, illegal or unenforceable, whether in whole
or in part, such provision shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability
and the remaining provisions shall not be affected thereby.


 



    	15



    	 



    

 


14.16     Plan
Headings. The headings in the Plan are for purposes of convenience only and are not intended to define or limit the construction
of the provisions hereof.


 


14.17     Non-Uniform
Treatment. The Committee's determinations under the Plan need not be uniform and may be made by it selectively among persons
who are eligible to receive, or actually receive, Awards. Without limiting the generality of the foregoing, the Committee shall
be entitled to make non-uniform and selective determinations, amendments and adjustments, and to enter into non-uniform and selective
Award Agreements.


 


15.     Effective
Date of Plan. The Plan shall become effective as of the Effective Date.


 


16.     Termination
or Suspension of the Plan. The Plan shall terminate automatically on September 9, 2023. No Award shall be granted pursuant
to the Plan after such date, but Awards theretofore granted may extend beyond that date. The Board may suspend or terminate the
Plan at any earlier date pursuant to Section 13.1 hereof. No Awards may be granted under the Plan while the Plan
is suspended or after it is terminated. Unless the Company determines to submit Section 7.4 of the Plan and the
definition of "Performance Goal" and "Performance Criteria" to the Company's shareholders at the first shareholder
meeting that occurs in the fifth year following the year in which the Plan was last approved by shareholders (or any earlier meeting
designated by the Board), in accordance with the requirements of Section 162(m) of the Code, and such shareholder approval is
obtained, then no further Performance Compensation Awards shall be made to Covered Employees under Section 7.4 after
the date of such annual meeting, but the Plan may continue in effect for Awards to Participants not in accordance with Section
162(m) of the Code.


 


17.     Choice
of Law. The law of the State of Delaware shall govern all questions concerning the construction, validity and interpretation
of this Plan, without regard to such state's conflict of law rules.


 


As
adopted by the Board of Directors of Actinium Pharmaceuticals, Inc. on September 9, 2013.


 


 


16