Exhibit 10.3 – 2014 Stock Option Plan of
Greenwood Hall, Inc.


 


GREENWOOD HALL, INC.


 


2014 STOCK PLAN


 




    	 



    	 



    




 


Exhibit 10.3 – 2014 Stock Option Plan of
Greenwood Hall, Inc.


 


GREENWOOD HALL, INC.


2014 Stock
Plan


 


		1.	Establishment, Purpose and Term of Plan.



 


1.1           Establishment.
The Greenwood Hall, Inc. 2014 Stock Plan (the “Plan”) was approved by the Board on July 28, 2014, and
shall be subject to approval by the shareholders of the Company at which time it shall become effective (the “Effective
Date”).


 


1.2           Purpose.
The purpose of the Plan is to advance the interests of the Participating Company Group and its shareholders by providing an incentive
to attract, retain and reward persons performing services for the Participating Company Group and by motivating such persons to
contribute to the growth and profitability of the Participating Company Group. The Plan seeks to achieve this purpose by providing
for Awards in the form of Options, Stock Appreciation Rights, Restricted Stock Purchase Rights, Restricted Stock Bonuses, Restricted
Stock Units, Performance Shares, Performance Units, Cash-Based Awards, Other Stock-Based Awards, and Deferred Compensation Awards.


 


1.3           Term
of Plan. The Plan shall continue in effect until its termination by the Committee; provided, however, that all Awards shall
be granted, if at all, on or before ten (10) years from the earlier of the Plan’s adoption by the Board and its approval
by the shareholders of the Company.


 


		2.	Definitions and Construction.



 


2.1           Definitions.
Whenever used herein, the following terms shall have their respective meanings set forth below:


 


 (a)          “Affiliate”
means (i) a parent entity, other than a Parent Corporation, that directly, or indirectly through one or more intermediary
entities, controls the Company or (ii) a subsidiary entity, other than a Subsidiary Corporation, that is controlled by the
Company directly or indirectly through one or more intermediary entities. For this purpose, the terms “parent,” “subsidiary,”
“control” and “controlled by” shall have the meanings assigned such terms for the purposes of registration
of securities on Form S-8 under the Securities Act.


 


 (b)          “Award”
means any Option, Stock Appreciation Right, Restricted Stock Purchase Right, Restricted Stock Bonus, Restricted Stock Unit, Performance
Share, Performance Unit, Cash-Based Award, Other Stock-Based Award or Deferred Compensation Award granted under the Plan.


 


 (c)          “Award
Agreement” means a written or electronic agreement between the Company and a Participant setting forth the terms,
conditions and restrictions applicable to an Award.


 


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


 




    	 



    	 



    

 


(e)          “Cash-Based
Award” means an Award denominated in cash and granted pursuant to Section 11.


 


(f)          “Cashless
Exercise” means a Cashless Exercise as defined in Section 6.3(b)(i).


 


(g)          “Cause”
means, unless such term or an equivalent term is otherwise defined by the applicable Award Agreement or other written agreement
between a Participant and a Participating Company applicable to an Award, any of the following: (i) the Participant’s
theft, dishonesty, willful misconduct, breach of fiduciary duty for personal profit, or falsification of any Participating Company
documents or records; (ii) the Participant’s material failure to abide by a Participating Company’s code of conduct
or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct); (iii) the
Participant’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate
opportunity of a Participating Company (including, without limitation, the Participant’s improper use or disclosure of a
Participating Company’s confidential or proprietary information); (iv) any intentional act by the Participant which
has a material detrimental effect on a Participating Company’s reputation or business; (v) the Participant’s repeated
failure or inability to perform any reasonable assigned duties after written notice from a Participating Company of, and a reasonable
opportunity to cure, such failure or inability; (vi) any material breach by the Participant of any employment, service, non-disclosure,
non-competition, non-solicitation or other similar agreement between the Participant and a Participating Company, which breach
is not cured pursuant to the terms of such agreement; or (vii) the Participant’s conviction (including any plea of guilty
or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which impairs
the Participant’s ability to perform his or her duties with a Participating Company.


 


(h)          “Change
in Control” means, unless such term or an equivalent term is otherwise defined by the applicable Award Agreement
or other written agreement between the Participant and a Participating Company applicable to an Award, the occurrence of any one
or a combination of the following:


 


(i)          any
“person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial
owner” (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the
Company representing more than fifty percent (50%) of the total Fair Market Value or total combined voting power of the Company’s
then-outstanding securities entitled to vote generally in the election of Directors; provided, however, that a Change in Control
shall not be deemed to have occurred if such degree of beneficial ownership results from any of the following: (A) an acquisition
by any person who on the Effective Date is the beneficial owner of more than fifty percent (50%) of such voting power, (B) any
acquisition directly from the Company, including, without limitation, pursuant to or in connection with a public offering of securities,
(C) any acquisition by the Company, (D) any acquisition by a trustee or other fiduciary under an employee benefit plan
of a Participating Company or (E) any acquisition by an entity owned directly or indirectly by the shareholders of the Company
in substantially the same proportions as their ownership of the voting securities of the Company; or


 




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(ii)         an
Ownership Change Event or series of related Ownership Change Events (collectively, a “Transaction”) in
which the shareholders of the Company immediately before the Transaction do not retain immediately after the Transaction direct
or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding securities
entitled to vote generally in the election of Directors or, in the case of an Ownership Change Event described in Section 2.1(ff)(iii),
the entity to which the assets of the Company were transferred (the “Transferee”), as the case may be;
or


 


(iii)        approval
by the shareholders of a plan of complete liquidation or dissolution of the Company;


 


provided, however, that a Change in Control
shall be deemed not to include a transaction described in subsections (i) or (ii) of this Section 2.1(h) in which a majority
of the members of the board of directors of the continuing, surviving or successor entity, or parent thereof, immediately after
such transaction is comprised of Incumbent Directors.


 


For purposes of the preceding
sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting securities
of one or more corporations or other business entities which own the Company or the Transferee, as the case may be, either directly
or through one or more subsidiary corporations or other business entities. The Committee shall determine whether multiple acquisitions
of the voting securities of the Company and/or multiple Ownership Change Events are related and to be treated in the aggregate
as a single Change in Control, and its determination shall be final, binding and conclusive.


 


(i)          “Code”
means the Internal Revenue Code of 1986, as amended, and any applicable regulations or administrative guidelines promulgated thereunder.


 


(j)          “Committee”
means the Compensation Committee and such other committee or subcommittee of the Board, if any, duly appointed to administer the
Plan and having such powers in each instance as shall be specified by the Board. If, at any time, there is no committee of the
Board then authorized or properly constituted to administer the Plan, the Board shall exercise all of the powers of the Committee
granted herein, and, in any event, the Board may in its discretion exercise any or all of such powers.


 


(k)          “Company”
means Greenwood Hall, Inc., a Nevada corporation, or any successor corporation thereto.


 


(l)          “Consultant”
means a person engaged to provide consulting or advisory services (other than as an Employee or a member of the Board) to a Participating
Company, provided that the identity of such person, the nature of such services or the entity to which such services are provided
would not preclude the Company from offering or selling securities to such person pursuant to the Plan in reliance on registration
on Form S-8 under the Securities Act.


 


(m)         “Covered
Employee” means, at any time the Plan is subject to Section 162(m), any Employee who is or may reasonably
be expected to become a “covered employee” as defined in Section 162(m), or any successor statute, and who is designated,
either as an individual Employee or a member of a class of Employees, by the Committee no later than the earlier of (i) the
date that is ninety (90) days after the beginning of the Performance Period, or (ii) the date on which twenty-five percent (25%)
of the Performance Period has elapsed, as a “Covered Employee” under this Plan for such applicable Performance Period.


 




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(n)          “Deferred
Compensation Award” means an Award granted to a Participant pursuant to Section 12.


 


(o)          “Director”
means a member of the Board.


 


(p)          “Disability” means
the permanent and total disability of the Participant, within the meaning of Section 22(e)(3) of the Code.


 


(q)          “Dividend
Equivalent Right” means the right of a Participant, granted at the discretion of the Committee or as otherwise provided
by the Plan, to receive a credit for the account of such Participant in an amount equal to the cash dividends paid on one share
of Stock for each share of Stock represented by an Award held by such Participant.


 


(r)          “Employee”
means any person treated as an employee (including an Officer or a member of the Board who is also treated as an employee) in the
records of a Participating Company and, with respect to any Incentive Stock Option granted to such person, who is an employee for
purposes of Section 422 of the Code; provided, however, that neither service as a member of the Board nor payment of a director’s
fee shall be sufficient to constitute employment for purposes of the Plan. The Company shall determine in good faith and in the
exercise of its discretion, whether an individual has become or has ceased to be an Employee and the effective date of such individual’s
employment or termination of employment, as the case may be. For purposes of an individual’s rights, if any, under the terms
of the Plan as of the time of the Company’s determination of whether or not the individual is an Employee, all such determinations
by the Company shall be final, binding and conclusive as to such rights, if any, notwithstanding that the Company or any court
of law or governmental agency subsequently makes a contrary determination as to such individual’s status as an Employee.


 


(s)          “ERISA”
means the Employee Retirement Income Security Act of 1974 and any applicable regulations or administrative guidelines promulgated
thereunder.


 


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


 


(u)         “Fair
Market Value” means, as of any date, the value of a share of Stock or other property as determined by the Committee,
in its discretion, or by the Company, in its discretion, if such determination is expressly allocated to the Company herein, subject
to the following:


 


(i)          Except
as otherwise determined by the Committee, if, on such date, the Stock is listed or quoted on a national or regional securities
exchange or quotation system, the Fair Market Value of a share of Stock shall be the closing price of a share of Stock as quoted
on the national or regional securities exchange or quotation system constituting the primary market for the Stock, as reported
in The Wall Street Journal or such other source as the Company deems reliable. If the relevant date does not fall on a day
on which the Stock has traded on such securities exchange or quotation system, the date on which the Fair Market Value shall be
established shall be the last day on which the Stock was so traded or quoted prior to the relevant date, or such other appropriate
day as shall be determined by the Committee, in its discretion.


 




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(ii)         Notwithstanding
the foregoing, the Committee may, in its discretion, determine the Fair Market Value of a share of Stock on the basis of the opening,
closing, or average of the high and low sale prices of a share of Stock on such date or the preceding trading day, the actual sale
price of a share of Stock received by a Participant, any other reasonable basis using actual transactions in the Stock as reported
on a national or regional securities exchange or quotation system, or on any other basis consistent with the requirements of Section
409A. The Committee may vary its method of determination of the Fair Market Value as provided in this Section for different purposes
under the Plan to the extent consistent with the requirements of Section 409A.


 


(iii)        If,
on such date, the Stock is not listed or quoted on a national or regional securities exchange or quotation system, the Fair Market
Value of a share of Stock shall be as determined by the Committee in good faith without regard to any restriction other than a
restriction which, by its terms, will never lapse, and in a manner consistent with the requirements of Section 409A.


 


(v)         “Incentive
Stock Option” means an Option intended to be (as set forth in the Award Agreement) and which qualifies as an incentive
stock option within the meaning of Section 422(b) of the Code.


 


(w)          “Incumbent
Director” means a director who either (i) is a member of the Board as of the Effective Date or (ii) is elected, or
nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of
such election or nomination (but excluding a director who was elected or nominated in connection with an actual or threatened proxy
contest relating to the election of directors of the Company).


 


(x)          “Insider”
means an Officer, Director or any other person whose transactions in Stock are subject to Section 16 of the Exchange Act.


 


(y)          “Net
Exercise” means a Net Exercise as defined in Section 6.3(b)(iii).


 


(z)          “Nonemployee
Director” means a Director who is not an Employee.


 


(aa)        “Nonemployee
Director Award” means any Award granted to a Nonemployee Director.


 


(bb)       “Nonstatutory
Stock Option” means an Option not intended to be (as set forth in the Award Agreement) or which does not qualify
as an incentive stock option within the meaning of Section 422(b) of the Code.


 




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(cc)         “Officer”
means any person designated by the Board as an officer of the Company.


 


(dd)         “Option”
means an Incentive Stock Option or a Nonstatutory Stock Option granted pursuant to the Plan.


 


(ee)         “Other
Stock-Based Award” means an Award denominated in shares of Stock and granted pursuant to Section 11.


 


(ff)       
  “Ownership Change Event” means the occurrence of any of the following with respect to
the Company: (i) the direct or indirect sale or exchange in a single or series of related transactions by the shareholders of
the Company of securities of the Company representing more than fifty percent (50%) of the total combined voting power of the
Company’s then outstanding securities entitled to vote generally in the election of Directors; (ii) a merger or
consolidation in which the Company is a party; or (iii) the sale, exchange, or transfer of all or substantially all of the
assets of the Company (other than a sale, exchange or transfer to one or more subsidiaries of the Company).


 


(gg)         “Parent
Corporation” means any present or future “parent corporation” of the Company, as defined in Section 424(e)
of the Code.


 


(hh)        “Participant”
means any eligible person who has been granted one or more Awards.


 


(ii)      
   “Participating Company” means the Company or any Parent Corporation, Subsidiary
Corporation or Affiliate.


 


(jj)      
   “Participating Company Group” means, at any point in time, the Company and all
other entities collectively which are then Participating Companies.


 


(kk)         “Performance
Award” means an Award of Performance Shares or Performance Units.


 


(ll)      
   “Performance Award Formula” means, for any Performance Award, a formula or table
established by the Committee pursuant to Section 10.3 which provides the basis for computing the value of a Performance
Award at one or more levels of attainment of the applicable Performance Goal(s) measured as of the end of the applicable
Performance Period.


 


(mm)        “Performance-Based
Compensation” means compensation under an Award that satisfies the requirements of Section 162(m) for certain performance-based
compensation paid to Covered Employees.


 


(nn)        “Performance
Goal” means a performance goal established by the Committee pursuant to Section 10.3.


 


(oo)        “Performance
Period” means a period established by the Committee pursuant to Section 10.3 at the end of which one or more
Performance Goals are to be measured.


 




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(pp)         “Performance
Share” means a right granted to a Participant pursuant to Section 10 to receive a payment equal to the value of a
Performance Share, as determined by the Committee, based upon attainment of applicable Performance Goal(s).


 


(qq)         “Performance
Unit” means a right granted to a Participant pursuant to Section 10 to receive a payment equal to the value of a
Performance Unit, as determined by the Committee, based upon attainment of applicable Performance Goal(s).


 


(rr)         
“Restricted Stock Award” means an Award of a Restricted Stock Bonus or a Restricted Stock Purchase Right.


 


(ss)         “Restricted
Stock Bonus” means Stock granted to a Participant pursuant to Section 8.


 


(tt)       
  “Restricted Stock Purchase Right” means a right to purchase Stock granted to a
Participant pursuant to Section 8.


 


(uu)        “Restricted
Stock Unit” means a right granted to a Participant pursuant to Section 9 to receive on a future date or event a share
of Stock or cash in lieu thereof, as determined by the Committee.


 


(vv)        “Rule
16b-3” means Rule 16b-3 under the Exchange Act, as amended from time to time, or any successor rule or regulation.


 


(ww)       “SAR”
or “Stock Appreciation Right” means a right granted to a Participant pursuant to Section 7 to receive
payment, for each share of Stock subject to such Award, of an amount equal to the excess, if any, of the Fair Market Value of a
share of Stock on the date of exercise of the Award over the exercise price thereof.


 


(xx)    
    “Section 162(m)” means Section 162(m) of the Code.


 


(yy)        “Section 409A”
means Section 409A of the Code.


 


(zz)         “Section
409A Deferred Compensation” means compensation provided pursuant to an Award that constitutes nonqualified deferred
compensation within the meaning of Section 409A.


 


(aaa)       “Securities
Act” means the Securities Act of 1933, as amended.


 


(bbb)      “Service”
means a Participant’s employment or service with the Participating Company Group, whether as an Employee, a Director or a
Consultant. Unless otherwise provided by the Committee, a Participant’s Service shall not be deemed to have terminated merely
because of a change in the capacity in which the Participant renders such Service or a change in the Participating Company for
which the Participant renders such Service, provided that there is no interruption or termination of the Participant’s Service.
Furthermore, a Participant’s Service shall not be deemed to have been interrupted or terminated if the Participant takes
any military leave, sick leave, or other bona fide leave of absence approved by the Company. However, unless otherwise provided
by the Committee, if any such leave taken by a Participant exceeds ninety (90) days, then on the ninety-first (91st) day following
the commencement of such leave the Participant’s Service shall be deemed to have terminated, unless the Participant’s
right to return to Service is guaranteed by statute or contract. Notwithstanding the foregoing, unless otherwise designated by
the Company or required by law, an unpaid leave of absence shall not be treated as Service for purposes of determining vesting
under the Participant’s Award Agreement. A Participant’s Service shall be deemed to have terminated either upon an
actual termination of Service or upon the business entity for which the Participant performs Service ceasing to be a Participating
Company. Subject to the foregoing, the Company, in its discretion, shall determine whether the Participant’s Service has
terminated and the effective date of such termination.


 




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(ccc)        “Stock”
means the common stock of the Company, as adjusted from time to time in accordance with Section 4.3.


 


(ddd)        “Stock
Tender Exercise” means a Stock Tender Exercise as defined in Section 6.3(b)(ii).


 


(eee)        “Subsidiary
Corporation” means any present or future “subsidiary corporation” of the Company, as defined in Section 424(f)
of the Code.


 


(fff)     
    “Ten Percent Owner” means a Participant who, at the time an Option is granted to
the Participant, owns stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock
of a Participating Company (other than an Affiliate) within the meaning of Section 422(b)(6) of the Code.


 


(ggg)        “Trading
Compliance Policy” means the written policy of the Company pertaining to the purchase, sale, transfer or other disposition
of the Company’s equity securities by Directors, Officers, Employees or other service providers who may possess material,
nonpublic information regarding the Company or its securities.


 


(hhh)        “Vesting
Conditions” mean those conditions established in accordance with the Plan prior to the satisfaction of which an Award
or shares subject to an Award remain subject to forfeiture or a repurchase option in favor of the Company exercisable for the Participant’s
monetary purchase price, if any, for such shares upon the Participant’s termination of Service.


 


2.2           Construction.
Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision
of the Plan. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include
the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.


 


		3.	Administration.



 


3.1           Administration
by the Committee. The Plan shall be administered by the Committee. All questions of interpretation of the Plan, of any Award
Agreement or of any other form of agreement or other document employed by the Company in the administration of the Plan or of any
Award shall be determined by the Committee, and such determinations shall be final, binding and conclusive upon all persons having
an interest in the Plan or such Award, unless fraudulent or made in bad faith. Any and all actions, decisions and determinations
taken or made by the Committee in the exercise of its discretion pursuant to the Plan or Award Agreement or other agreement thereunder
(other than determining questions of interpretation pursuant to the preceding sentence) shall be final, binding and conclusive
upon all persons having an interest therein. All expenses incurred in the administration of the Plan shall be paid by the Company.


 




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3.2           Authority
of Officers. Any Officer shall have the authority to act on behalf of the Company with respect to any matter, right, obligation,
determination or election which is the responsibility of or which is allocated to the Company herein, provided that the Officer
has apparent authority with respect to such matter, right, obligation, determination or election.


 


3.3           Administration
with Respect to Insiders. With respect to participation by Insiders in the Plan, at any time that any class of equity security
of the Company is registered pursuant to Section 12 of the Exchange Act, the Plan shall be administered in compliance with
the requirements, if any, of Rule 16b-3.


 


3.4           Committee
Complying with Section 162(m). If the Company is a “publicly held corporation” within the meaning of Section 162(m),
the Board may establish a Committee of “outside directors” within the meaning of Section 162(m) to approve the
grant of any Award intended to result in the payment of Performance-Based Compensation.


 


3.5           Powers
of the Committee. In addition to any other powers set forth in the Plan and subject to the provisions of the Plan, the
Committee shall have the full and final power and authority, in its discretion:


 


(a)          to
determine the persons to whom, and the time or times at which, Awards shall be granted and the number of shares of Stock, units
or monetary value to be subject to each Award;


 


(b)          to
determine the type of Award granted;


 


(c)          to
determine the Fair Market Value of shares of Stock or other property;


 


(d)          to
determine the terms, conditions and restrictions applicable to each Award (which need not be identical) and any shares acquired
pursuant thereto, including, without limitation, (i) the exercise or purchase price of shares pursuant to any Award, (ii) the
method of payment for shares purchased pursuant to any Award, (iii) the method for satisfaction of any tax withholding obligation
arising in connection with any Award, including by the withholding or delivery of shares of Stock, (iv) the timing, terms
and conditions of the exercisability or vesting of any Award or any shares acquired pursuant thereto, (v) the Performance
Measures, Performance Period, Performance Award Formula and Performance Goals applicable to any Award and the extent to which such
Performance Goals have been attained, (vi) the time of the expiration of any Award, (vii) the effect of the Participant’s
termination of Service on any of the foregoing, and (viii) all other terms, conditions and restrictions applicable to any
Award or shares acquired pursuant thereto not inconsistent with the terms of the Plan;


 




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(e)          to
determine whether an Award will be settled in shares of Stock, cash, other property or in any combination thereof;


 


(f)     
     to approve one or more forms of Award Agreement;


 


(g)          to
amend, modify, extend, cancel or renew any Award or to waive any restrictions or conditions applicable to any Award or any shares
acquired pursuant thereto;


 


(h)          to
accelerate, continue, extend or defer the exercisability or vesting of any Award or any shares acquired pursuant thereto, including
with respect to the period following a Participant’s termination of Service;


 


(i)          to
prescribe, amend or rescind rules, guidelines and policies relating to the Plan, or to adopt sub-plans or supplements to, or alternative
versions of, the Plan, including, without limitation, as the Committee deems necessary or desirable to comply with the laws or
regulations of or to accommodate the tax policy, accounting principles or custom of, foreign jurisdictions whose citizens may be
granted Awards; and


 


(j)          to
correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award Agreement and to make all other
determinations and take such other actions with respect to the Plan or any Award as the Committee may deem advisable to the extent
not inconsistent with the provisions of the Plan or applicable law.


 


3.6           Option
or SAR Repricing. Without the affirmative vote of holders of a majority of the shares of Stock cast in person or by proxy at
a meeting of the shareholders of the Company at which a quorum representing a majority of all outstanding shares of Stock is present
or represented by proxy, the Committee shall not approve a program providing for either (a) the cancellation of outstanding
Options or SARs having exercise prices per share greater than the then Fair Market Value of a share of Stock (“Underwater
Awards”) and the grant in substitution therefore of new Options or SARs having a lower exercise price, Full Value Awards,
or payments in cash, or (b) the amendment of outstanding Underwater Awards to reduce the exercise price thereof. This Section
shall not apply to adjustments pursuant to the assumption of or substitution for an Option or SAR in a manner that would comply
with Section 424(a) or Section 409A of the Code or to an adjustment pursuant to Section 4.3.


 


3.7           Indemnification.
In addition to such other rights of indemnification as they may have as members of the Board or the Committee or as officers or
employees of the Participating Company Group, to the extent permitted by applicable law, members of the Board or the Committee
and any officers or employees of the Participating Company Group to whom authority to act for the Board, the Committee or the Company
is delegated shall be indemnified by the Company against all reasonable expenses, including attorneys’ fees, actually and
necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein,
to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan,
or any right granted hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved
by independent legal counsel selected by the Company) or paid by them 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 person
is liable for gross negligence, bad faith or intentional misconduct in duties; provided, however, that within sixty (60) days after
the institution of such action, suit or proceeding, such person shall offer to the Company, in writing, the opportunity at its
own expense to handle and defend the same.


 




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		4.	Shares Subject to Plan.



 


4.1           Maximum
Number of Shares Issuable. Subject to adjustment as provided in Sections 4.2 and 4.3, the maximum aggregate number of
shares of Stock that may be issued under the Plan pursuant to Awards shall be equal to 5,000,000 and shall consist of authorized
but unissued or reacquired shares of Stock or any combination thereof.


 


4.2           Annual
Increase in Maximum Number of Shares Issuable. Subject to adjustment as provided in Section 4.4, the maximum aggregate number
of shares of Stock that may be issued under the Plan as set forth in Section 4.1 shall be cumulatively increased on January 1,
2015 and on each subsequent January 1 through and including January 1, 2024, by a number of shares (the “Annual Increase”)
equal to the smaller of (a) five percent (5%) of the number of shares of Stock issued and outstanding on the immediately preceding
December 31, or (b) an amount determined by the Board.


 


4.3           Share
Counting. If an outstanding Award for any reason expires or is terminated or canceled without having been exercised or settled
in full, or if shares of Stock acquired pursuant to an Award subject to forfeiture or repurchase are forfeited or repurchased by
the Company for an amount not greater than the Participant’s purchase price, the shares of Stock allocable to the terminated
portion of such Award or such forfeited or repurchased shares of Stock shall again be available for issuance under the Plan. Shares
of Stock shall not be deemed to have been issued pursuant to the Plan with respect to any portion of an Award that is settled in
cash. Shares withheld or reacquired by the Company in satisfaction of tax withholding obligations applicable to SARs and
Options pursuant to Section 17.2 shall not again be available for issuance under the Plan. Upon payment in shares of Stock
pursuant to the exercise of an SAR, the number of shares available for issuance under the Plan shall be reduced by the gross number
of shares for which the SAR is exercised. If the exercise price of an Option is paid by tender to the Company, or attestation to
the ownership, of shares of Stock owned by the Participant, or by means of a Net-Exercise, the number of shares available for issuance
under the Plan shall be reduced by the gross number of shares for which the Option is exercised.


 




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4.4           Adjustments
for Changes in Capital Structure. Subject to any required action by the shareholders of the Company and the requirements
of Sections 409A and 424 of the Code to the extent applicable, in the event of any change in the Stock effected without receipt
of consideration by the Company, whether through merger, consolidation, reorganization, reincorporation, recapitalization, reclassification,
stock dividend, stock split, reverse stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, or
similar change in the capital structure of the Company, or in the event of payment of a dividend or distribution to the shareholders
of the Company in a form other than Stock (excepting regular, periodic cash dividends) that has a material effect on the Fair Market
Value of shares of Stock, appropriate and proportionate adjustments shall be made in the number and kind of shares subject to the
Plan and to any outstanding Awards, the Award limits set forth in Section 5.3, and in the exercise or purchase price per share
under any outstanding Award in order to prevent dilution or enlargement of Participants’ rights under the Plan. For purposes
of the foregoing, conversion of any convertible securities of the Company shall not be treated as “effected without receipt
of consideration by the Company.” If a majority of the shares which are of the same class as the shares that are subject
to outstanding Awards are exchanged for, converted into, or otherwise become (whether or not pursuant to an Ownership Change Event)
shares of another corporation (the “New Shares”),
the Committee may unilaterally amend the outstanding Awards to provide that such Awards are for New Shares. In the event of any
such amendment, the number of shares subject to, and the exercise or purchase price per share of, the outstanding Awards shall
be adjusted in a fair and equitable manner as determined by the Committee, in its discretion. Any fractional share resulting from
an adjustment pursuant to this Section shall be rounded down to the nearest whole number, and in no event may the exercise or purchase
price under any Award be decreased to an amount less than the par value, if any, of the stock subject to such Award. The Committee
in its discretion, may also make such adjustments in the terms of any Award to reflect, or related to, such changes in the capital
structure of the Company or distributions as it deems appropriate, including modification of Performance Goals, Performance Award
Formulas and Performance Periods. The adjustments determined by the Committee pursuant to this Section shall be final, binding
and conclusive.


 


4.5           Assumption
or Substitution of Awards. The Committee may, without affecting the number of shares of Stock reserved or available hereunder,
authorize the issuance or assumption of benefits under this Plan in connection with any merger, consolidation, acquisition of property
or stock, or reorganization upon such terms and conditions as it may deem appropriate, subject to compliance with Section 409A
and any other applicable provisions of the Code.


 


		5.	Eligibility, Participation and Award Limitations.



 


5.1           Persons
Eligible for Awards. Awards may be granted only to Employees, Consultants and Directors.


 


5.2           Participation
in the Plan. Awards are granted solely at the discretion of the Committee. Eligible persons may be granted more than one Award.
However, eligibility in accordance with this Section shall not entitle any person to be granted an Award, or, having been granted
an Award, to be granted an additional Award.


 




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5.3          Award
Limitations.


 


(a)          Incentive
Stock Option Limitations.


 


(i)          Maximum
Number of Shares Issuable Pursuant to Incentive Stock Options. Subject to adjustment as provided in Sections 4.2 and 4.3,
the maximum aggregate number of shares of Stock that may be issued under the Plan pursuant to the exercise of Incentive Stock Options
shall not exceed 5,000,000.


 


(ii)         Persons
Eligible. An Incentive Stock Option may be granted only to a person who, on the effective date of grant, is an Employee of
the Company, a Parent Corporation or a Subsidiary Corporation (each being an “ISO-Qualifying Corporation”).
Any person who is not an Employee of an ISO-Qualifying Corporation on the effective date of the grant of an Option to such person
may be granted only a Nonstatutory Stock Option.


 


(iii)        Fair
Market Value Limitation. To the extent that options designated as Incentive Stock Options (granted under all stock option plans
of the Participating Company Group, including the Plan) become exercisable by a Participant for the first time during any calendar
year for stock having a Fair Market Value greater than One Hundred Thousand Dollars ($100,000), the portion of such options which
exceeds such amount shall be treated as Nonstatutory Stock Options. For purposes of this Section, options designated as Incentive
Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of stock shall be
determined as of the time the option with respect to such stock is granted. If the Code is amended to provide for a limitation
different from that set forth in this Section, such different limitation shall be deemed incorporated herein effective as of the
date and with respect to such Options as required or permitted by such amendment to the Code. If an Option is treated as an Incentive
Stock Option in part and as a Nonstatutory Stock Option in part by reason of the limitation set forth in this Section, the Participant
may designate which portion of such Option the Participant is exercising. In the absence of such designation, the Participant shall
be deemed to have exercised the Incentive Stock Option portion of the Option first. Upon exercise, shares issued pursuant to each
such portion shall be separately identified.


 


(b)          Section 162(m)
Award Limits. Subject to adjustment as provided in Section 4.3, no Employee shall be granted within any fiscal year
of the Company one or more Awards intended to qualify for treatment as Performance-Based Compensation which in the aggregate are
for more than 1,000,000 shares or, if applicable, which could result in such Employee receiving more than 1,000,000 for each full
fiscal year of the Company contained in the Performance Period for such Award. Notwithstanding the foregoing, with respect to a
newly hired Participant, the share limit set forth above shall be 1,000,000. With respect to an Award of Performance Based Compensation
payable in cash, the maximum amount shall be $1,000,000 for each fiscal year contained in the Performance Period.


 


		6.	Stock Options.



 


Options shall be evidenced
by Award Agreements specifying the number of shares of Stock covered thereby, in such form as the Committee shall from time to
time establish. Award Agreements evidencing Options may incorporate all or any of the terms of the Plan by reference and shall
comply with and be subject to the following terms and conditions:


 




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6.1           Exercise
Price. The exercise price for each Option shall be established in the discretion of the Committee; provided, however, that
(a) the exercise price per share shall be not less than the Fair Market Value of a share of Stock on the effective date of grant
of the Option and (b) no Incentive Stock Option granted to a Ten Percent Owner shall have an exercise price per share less than
one hundred ten percent (110%) of the Fair Market Value of a share of Stock on the effective date of grant of the Option. Notwithstanding
the foregoing, an Option (whether an Incentive Stock Option or a Nonstatutory Stock Option) may be granted with an exercise price
lower than the minimum exercise price set forth above if such Option is granted pursuant to an assumption or substitution for another
option in a manner that would qualify under the provisions of Section 409A or 424(a) of the Code.


 


6.2           Exercisability
and Term of Options. Options shall be exercisable at such time or times, or upon such event or events, and subject to such
terms, conditions, performance criteria and restrictions as shall be determined by the Committee and set forth in the Award Agreement
evidencing such Option; provided, however, that (a) no Option shall be exercisable after the expiration of ten (10) years after
the effective date of grant of such Option, (b) no Incentive Stock Option granted to a Ten Percent Owner shall be exercisable after
the expiration of five (5) years after the effective date of grant of such Option and (c) no Option granted to an Employee who
is a non-exempt employee for purposes of the Fair Labor Standards Act of 1938, as amended, shall be first exercisable until at
least six (6) months following the date of grant of such Option (except in the event of such Employee’s death, disability
or retirement, upon a Change in Control, or as otherwise permitted by the Worker Economic Opportunity Act). Subject to the foregoing,
unless otherwise specified by the Committee in the grant of an Option, each Option shall terminate ten (10) years after the effective
date of grant of the Option, unless earlier terminated in accordance with its provisions.


 


6.3           Payment
of Exercise Price.


 


(a)          Forms
of Consideration Authorized. Except as otherwise provided below, payment of the exercise price for the number of shares
of Stock being purchased pursuant to any Option shall be made (i) in cash, by check or in cash equivalent; (ii) if permitted
by the Committee and subject to the limitations contained in Section 6.3(b), by means of (1) a Cashless Exercise, (2) a
Stock Tender Exercise or (3) a Net Exercise; (iii) by such other consideration as may be approved by the Committee from
time to time to the extent permitted by applicable law, or (iv) by any combination thereof. The Committee may at any time
or from time to time grant Options which do not permit all of the foregoing forms of consideration to be used in payment of the
exercise price or which otherwise restrict one or more forms of consideration.


 


(b)          Limitations
on Forms of Consideration.


 


(i)          Cashless
Exercise. A “Cashless Exercise” means the delivery of a properly executed notice of exercise together
with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect
to some or all of the shares being acquired upon the exercise of the Option (including, without limitation, through an exercise
complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve
System). The Company reserves, at any and all times, the right, in the Company’s sole and absolute discretion, to establish,
decline to approve or terminate any program or procedures for the exercise of Options by means of a Cashless Exercise, including
with respect to one or more Participants specified by the Company notwithstanding that such program or procedures may be available
to other Participants.


 




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(ii)         Stock
Tender Exercise. A “Stock Tender Exercise” means the delivery of a properly executed exercise notice
accompanies by a Participant’s tender to the Company, or attestation to the ownership, in a form acceptable to the Company
of whole shares of Stock owned by the Participant having a Fair Market Value that does not exceed the aggregate exercise price
for the shares with respect to which the Option is exercised. A Stock Tender Exercise shall not be permitted if it would constitute
a violation of the provisions of any law, regulation or agreement restricting the redemption of the Company’s stock. If required
by the Company, an Option may not be exercised by tender to the Company, or attestation to the ownership, of shares of Stock unless
such shares either have been owned by the Participant for a period of time required by the Company (and not used for another option
exercise by attestation during such period) or were not acquired, directly or indirectly, from the Company.


 


(iii)        Net
Exercise. A “Net Exercise” means the delivery of a properly executed exercise notice followed by
a procedure pursuant to which (1) the Company will reduce the number of shares otherwise issuable to a Participant upon the
exercise of an Option by the largest whole number of shares having a Fair Market Value that does not exceed the aggregate exercise
price for the shares with respect to which the Option is exercised, and (2) the Participant shall pay to the Company in cash
the remaining balance of such aggregate exercise price not satisfied by such reduction in the number of whole shares to be issued.


 


6.4           Effect
of Termination of Service.


 


(a)          Option
Exercisability. Subject to earlier termination of the Option as otherwise provided by this Plan and unless otherwise provided
by the Committee, an Option shall terminate immediately upon the Participant’s termination of Service to the extent that
it is then unvested and shall be exercisable after the Participant’s termination of Service to the extent it is then vested
only during the applicable time period determined in accordance with this Section and thereafter shall terminate. Except as otherwise
provided in the Award Agreement, or other agreement governing the Option, vested Options shall remain exercisable following a termination
of Service as follows:


 


(i)          Disability.
If the Participant’s Service terminates because of the Disability of the Participant, the Option, to the extent unexercised
and exercisable for vested shares on the date on which the Participant’s Service terminated, may be exercised by the Participant
(or the Participant’s guardian or legal representative) at any time prior to the expiration of twelve (12) months after the
date on which the Participant’s Service terminated, but in any event no later than the date of expiration of the Option’s
term as set forth in the Award Agreement evidencing such Option (the “Option Expiration Date”).


 




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(ii)         Death.
If the Participant’s Service terminates because of the death of the Participant, the Option, to the extent unexercised and
exercisable for vested shares on the date on which the Participant’s Service terminated, may be exercised by the Participant’s
legal representative or other person who acquired the right to exercise the Option by reason of the Participant’s death at
any time prior to the expiration of twelve (12) months after the date on which the Participant’s Service terminated, but
in any event no later than the Option Expiration Date. The Participant’s Service shall be deemed to have terminated on account
of death if the Participant dies within three (3) months after the Participant’s termination of Service.


 


(iii)        Termination
for Cause. Notwithstanding any other provision of the Plan to the contrary, if the Participant’s Service is terminated
for Cause or if, following the Participant’s termination of Service and during any period in which the Option otherwise would
remain exercisable, the Participant engages in any act that would constitute Cause, the Option shall terminate in its entirety
and cease to be exercisable immediately upon such termination of Service or act.


 


(iv)        Other
Termination of Service. If the Participant’s Service terminates for any reason, except Disability, death or Cause, the
Option, to the extent unexercised and exercisable for vested shares on the date on which the Participant’s Service terminated,
may be exercised by the Participant at any time prior to the expiration of ninety (90) days after the date on which the Participant’s
Service terminated, but in any event no later than the Option Expiration Date.


 


(b)          Extension
if Exercise Prevented by Law. Notwithstanding the foregoing, other than termination of Service for Cause, if the exercise
of an Option within the applicable time periods set forth in Section 6.4(a) is prevented by the provisions of Section 15
below, the Option shall remain exercisable until the later of (i) thirty (30) days after the date such exercise first would
no longer be prevented by such provisions or (ii) the end of the applicable time period under Section 6.4(a), but in
any event no later than the Option Expiration Date.


 


6.5           Transferability
of Options. During the lifetime of the Participant, an Option shall be exercisable only by the Participant or the Participant’s
guardian or legal representative. An Option shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer,
assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except
transfer by will or by the laws of descent and distribution. Notwithstanding the foregoing, to the extent permitted by the Committee,
in its discretion, and set forth in the Award Agreement evidencing such Option, a Nonstatutory Stock Option may be assignable or
transferable subject to the applicable limitations, if any, described in the General Instructions to Form S-8 under the Securities
Act. An Incentive Stock Option shall not be assignable or transferable in any manner.


 


		7.	Stock Appreciation Rights.



 


Stock Appreciation Rights
shall be evidenced by Award Agreements specifying the number of shares of Stock subject to the Award, in such form as the Committee
shall from time to time establish. Award Agreements evidencing SARs may incorporate all or any of the terms of the Plan by reference
and shall comply with and be subject to the following terms and conditions:


 




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7.1           Types
of SARs Authorized. SARs may be granted in tandem with all or any portion of a related Option (a “Tandem SAR”)
or may be granted independently of any Option (a “Freestanding SAR”). A Tandem SAR may only be granted
concurrently with the grant of the related Option.


 


7.2           Exercise
Price. The exercise price for each SAR shall be established in the discretion of the Committee; provided, however, that (a)
the exercise price per share subject to a Tandem SAR shall be the exercise price per share under the related Option and (b) the
exercise price per share subject to a Freestanding SAR shall be not less than the Fair Market Value of a share of Stock on the
effective date of grant of the SAR. Notwithstanding the foregoing, a SAR may be granted with an exercise price lower than the minimum
exercise price set forth above if such SAR is granted pursuant to an assumption or substitution for another stock appreciation
right in a manner that would qualify under the provisions of Section 409A of the Code.


 


7.3           Exercisability
and Term of SARs.


 


(a)          Tandem
SARs. Tandem SARs shall be exercisable only at the time and to the extent, and only to the extent, that the related Option
is exercisable, subject to such provisions as the Committee may specify where the Tandem SAR is granted with respect to less than
the full number of shares of Stock subject to the related Option. The Committee may, in its discretion, provide in any Award Agreement
evidencing a Tandem SAR that such SAR may not be exercised without the advance approval of the Company and, if such approval is
not given, then the Option shall nevertheless remain exercisable in accordance with its terms. A Tandem SAR shall terminate and
cease to be exercisable no later than the date on which the related Option expires or is terminated or canceled. Upon the exercise
of a Tandem SAR with respect to some or all of the shares subject to such SAR, the related Option shall be canceled automatically
as to the number of shares with respect to which the Tandem SAR was exercised. Upon the exercise of an Option related to a Tandem
SAR as to some or all of the shares subject to such Option, the related Tandem SAR shall be canceled automatically as to the number
of shares with respect to which the related Option was exercised.


 


(b)          Freestanding
SARs. Freestanding SARs shall be exercisable at such time or times, or upon such event or events, and subject to such terms,
conditions, performance criteria and restrictions as shall be determined by the Committee and set forth in the Award Agreement
evidencing such SAR; provided, however, that (i) no Freestanding SAR shall be exercisable after the expiration of ten (10) years
after the effective date of grant of such SAR, and (ii) no Freestanding SAR granted to an Employee who is a non-exempt employee
for purposes of the Fair Labor Standards Act of 1938, as amended, shall be first exercisable until at least six (6) months following
the date of grant of such SAR (except in the event of such Employee’s death, disability or retirement, upon a Change in Control,
or as otherwise permitted by the Worker Economic Opportunity Act). Subject to the foregoing, unless otherwise specified by the
Committee in the grant of a Freestanding SAR, each Freestanding SAR shall terminate ten (10) years after the effective date of
grant of the SAR, unless earlier terminated in accordance with its provisions.


 




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7.4           Exercise
of SARs. Upon the exercise (or deemed exercise pursuant to Section 7.5) of an SAR, the Participant (or the Participant’s
legal representative or other person who acquired the right to exercise the SAR by reason of the Participant’s death) shall
be entitled to receive payment of an amount for each share with respect to which the SAR is exercised equal to the excess, if any,
of the Fair Market Value of a share of Stock on the date of exercise of the SAR over the exercise price. Payment of such amount
shall be made (a) in the case of a Tandem SAR, solely in shares of Stock in a lump sum upon the date of exercise of the SAR
and (b) in the case of a Freestanding SAR, in cash, shares of Stock, or any combination thereof as determined by the Committee,
in a lump sum upon the date of exercise of the SAR. When payment is to be made in shares of Stock, the number of shares to be issued
shall be determined on the basis of the Fair Market Value of a share of Stock on the date of exercise of the SAR. For purposes
of Section 7, an SAR shall be deemed exercised on the date on which the Company receives notice of exercise from the Participant
or as otherwise provided in Section 7.5.


 


7.5           Deemed
Exercise of SARs. If, on the date on which an SAR would otherwise terminate or expire, the SAR by its terms remains exercisable
immediately prior to such termination or expiration and, if so exercised, would result in a payment to the holder of such SAR,
then any portion of such SAR which has not previously been exercised shall automatically be deemed to be exercised as of such date
with respect to such portion pursuant to a Net Exercise procedure and withholding of Shares as described in Section 17.2.


 


7.6           Effect
of Termination of Service. Subject to earlier termination of the SAR as otherwise provided herein and unless otherwise provided
by the Committee, an SAR shall be exercisable after a Participant’s termination of Service only to the extent and during
the applicable time period determined in accordance with Section 6.4 (treating the SAR as if it were an Option) and thereafter
shall terminate.


 


7.7           Transferability
of SARs. During the lifetime of the Participant, an SAR shall be exercisable only by the Participant or the Participant’s
guardian or legal representative. An SAR shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer,
assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except
transfer by will or by the laws of descent and distribution. Notwithstanding the foregoing, to the extent permitted by the Committee,
in its discretion, and set forth in the Award Agreement evidencing such Award, a Tandem SAR related to a Nonstatutory Stock Option
or a Freestanding SAR may be assignable or transferable subject to the applicable limitations, if any, described in the General
Instructions to Form S-8 under the Securities Act.


 


		8.	Restricted Stock Awards.



 


Restricted Stock Awards shall
be evidenced by Award Agreements specifying whether the Award is a Restricted Stock Bonus or a Restricted Stock Purchase Right
and the number of shares of Stock subject to the Award, in such form as the Committee shall from time to time establish. Award
Agreements evidencing Restricted Stock Awards may incorporate all or any of the terms of the Plan by reference and shall comply
with and be subject to the following terms and conditions:


 




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8.1           Types
of Restricted Stock Awards Authorized. Restricted Stock Awards may be granted in the form of either a Restricted Stock Bonus
or a Restricted Stock Purchase Right. Restricted Stock Awards may be granted upon such conditions as the Committee shall determine,
including, without limitation, upon the attainment of one or more Performance Goals described in Section 10.4. If either the
grant of or satisfaction of Vesting Conditions applicable to a Restricted Stock Award is to be contingent upon the attainment of
one or more Performance Goals, the Committee shall follow procedures substantially equivalent to those set forth in Sections 10.3
through 10.5(a).


 


8.2           Purchase
Price. The purchase price for shares of Stock issuable under each Restricted Stock Purchase Right shall be established by the
Committee in its discretion. No monetary payment (other than applicable tax withholding) shall be required as a condition of receiving
shares of Stock pursuant to a Restricted Stock Bonus, the consideration for which shall be services actually rendered to a Participating
Company or for its benefit. Notwithstanding the foregoing, if required by applicable state corporate law, the Participant shall
furnish consideration in the form of cash or past services rendered to a Participating Company or for its benefit having a value
not less than the par value of the shares of Stock subject to a Restricted Stock Award.


 


8.3           Purchase
Period. A Restricted Stock Purchase Right shall be exercisable within a period established by the Committee, which shall in
no event exceed thirty (30) days from the effective date of the grant of the Restricted Stock Purchase Right.


 


8.4           Payment
of Purchase Price. Except as otherwise provided below, payment of the purchase price for the number of shares of Stock being
purchased pursuant to any Restricted Stock Purchase Right shall be made (a) in cash, by check or in cash equivalent, (b) by
such other consideration as may be approved by the Committee from time to time to the extent permitted by applicable law, or (c) by
any combination thereof.


 


8.5           Vesting
and Restrictions on Transfer. Shares issued pursuant to any Restricted Stock Award may (but need not) be made subject to Vesting
Conditions based upon the satisfaction of such Service requirements, conditions, restrictions or performance criteria, including,
without limitation, Performance Goals as described in Section 10.4, as shall be established by the Committee and set forth
in the Award Agreement evidencing such Award. During any period in which shares acquired pursuant to a Restricted Stock Award remain
subject to Vesting Conditions, such shares may not be sold, exchanged, transferred, pledged, assigned or otherwise disposed of
other than pursuant to an Ownership Change Event or as provided in Section 8.8. The Committee, in its discretion, may provide
in any Award Agreement evidencing a Restricted Stock Award that, if the satisfaction of Vesting Conditions with respect to any
shares subject to such Restricted Stock Award would otherwise occur on a day on which the sale of such shares would violate the
provisions of the Trading Compliance Policy, then satisfaction of the Vesting Conditions automatically shall be determined on the
next trading day on which the sale of such shares would not violate the Trading Compliance Policy. Upon request by the Company,
each Participant shall execute any agreement evidencing such transfer restrictions prior to the receipt of shares of Stock hereunder
and shall promptly present to the Company any and all certificates representing shares of Stock acquired hereunder for the placement
on such certificates of appropriate legends evidencing any such transfer restrictions.


 




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8.6           Voting
Rights; Dividends and Distributions. Except as provided in this Section, Section 8.5 and any Award Agreement, during any period
in which shares acquired pursuant to a Restricted Stock Award remain subject to Vesting Conditions, the Participant shall have
all of the rights of a shareholder of the Company holding shares of Stock, including the right to vote such shares and to receive
all dividends and other distributions paid with respect to such shares; provided, however, unless otherwise determined by the Committee
and provided by the Award Agreement, such dividends and distributions shall be subject to the same Vesting Conditions as the shares
subject to the Restricted Stock Award with respect to which such dividends or distributions were paid, and otherwise shall be paid
no later than the end of the calendar year in which such dividends or distributions are paid to shareholders (or, if later, the
15th day of the third month following the date such dividends or distributions are paid to shareholders). In the event of a dividend
or distribution paid in shares of Stock or other property or any other adjustment made upon a change in the capital structure of
the Company as described in Section 4.3, any and all new, substituted or additional securities or other property (other than regular,
periodic cash dividends) to which the Participant is entitled by reason of the Participant’s Restricted Stock Award shall
be immediately subject to the same Vesting Conditions as the shares subject to the Restricted Stock Award with respect to which
such dividends or distributions were paid or adjustments were made.


 


8.7           Effect
of Termination of Service. Unless otherwise provided by the Committee in the Award Agreement evidencing a Restricted Stock
Award, if a Participant’s Service terminates for any reason, whether voluntary or involuntary (including the Participant’s
death or disability), then (a) the Company shall have the option to repurchase for the purchase price paid by the Participant
any shares acquired by the Participant pursuant to a Restricted Stock Purchase Right which remain subject to Vesting Conditions
as of the date of the Participant’s termination of Service and (b) the Participant shall forfeit to the Company any
shares acquired by the Participant pursuant to a Restricted Stock Bonus which remain subject to Vesting Conditions as of the date
of the Participant’s termination of Service. The Company shall have the right to assign at any time any repurchase right
it may have, whether or not such right is then exercisable, to one or more persons as may be selected by the Company.


 


8.8           Nontransferability
of Restricted Stock Award Rights. Rights to acquire shares of Stock pursuant to a Restricted Stock Award shall not be subject
in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance or garnishment by creditors
of the Participant or the Participant’s beneficiary, except transfer by will or the laws of descent and distribution. All
rights with respect to a Restricted Stock Award granted to a Participant hereunder shall be exercisable during his or her lifetime
only by such Participant or the Participant’s guardian or legal representative.


 


9.        Restricted
Stock Unit Awards. Restricted Stock Unit Awards shall be evidenced by Award Agreements specifying the number of
Restricted Stock Units subject to the Award, in such form as the Committee shall from time to time establish. Award Agreements
evidencing Restricted Stock Units may incorporate all or any of the terms of the Plan by reference and shall comply with and be
subject to the following terms and conditions:







 




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9.1           Grant
of Restricted Stock Unit Awards. Restricted Stock Unit Awards may be granted upon such conditions as the Committee shall determine,
including, without limitation, upon the attainment of one or more Performance Goals described in Section 10.4. If either the
grant of a Restricted Stock Unit Award or the Vesting Conditions with respect to such Award is to be contingent upon the attainment
of one or more Performance Goals, the Committee shall follow procedures substantially equivalent to those set forth in Sections 10.3
through 10.5(a).


 


9.2           Purchase
Price. No monetary payment (other than applicable tax withholding, if any) shall be required as a condition of receiving a
Restricted Stock Unit Award, the consideration for which shall be services actually rendered to a Participating Company or for
its benefit. Notwithstanding the foregoing, if required by applicable state corporate law, the Participant shall furnish consideration
in the form of cash or past services rendered to a Participating Company or for its benefit having a value not less than the par
value of the shares of Stock issued upon settlement of the Restricted Stock Unit Award.


 


9.3           Vesting.
Restricted Stock Unit Awards may (but need not) be made subject to Vesting Conditions based upon the satisfaction of such Service
requirements, conditions, restrictions or performance criteria, including, without limitation, Performance Goals as described in
Section 10.4, as shall be established by the Committee and set forth in the Award Agreement evidencing such Award. The Committee,
in its discretion, may provide in any Award Agreement evidencing a Restricted Stock Unit Award that, if the satisfaction of Vesting
Conditions with respect to any shares subject to the Award would otherwise occur on a day on which the sale of such shares would
violate the provisions of the Trading Compliance Policy, then the satisfaction of the Vesting Conditions automatically shall be
determined on the first to occur of (a) the next trading day on which the sale of such shares would not violate the Trading Compliance
Policy or (b) the later of (i) last day of the calendar year in which the original vesting date occurred or (ii) the last
day of the Company’s taxable year in which the original vesting date occurred.


 


9.4           Voting
Rights, Dividend Equivalent Rights and Distributions. Participants shall have no voting rights with respect to shares of Stock
represented by Restricted Stock Units until the date of the issuance of such shares (as evidenced by the appropriate entry on the
books of the Company or of a duly authorized transfer agent of the Company). However, the Committee, in its discretion, may provide
in the Award Agreement evidencing any Restricted Stock Unit Award that the Participant shall be entitled to Dividend Equivalent
Rights with respect to the payment of cash dividends on Stock during the period beginning on the date such Award is granted and
ending, with respect to each share subject to the Award, on the earlier of the date the Award is settled or the date on which it
is terminated. Such Dividend Equivalent Rights, if any, shall be paid by crediting the Participant with a cash amount with additional
whole Restricted Stock Units as of the date of payment of such cash dividends on Stock as determined by the Committee. The number
of additional Restricted Stock Units (rounded to the nearest whole number) to be so credited shall be determined by dividing (a) the
amount of cash dividends paid on such date with respect to the number of shares of Stock represented by the Restricted Stock Units
previously credited to the Participant by (b) the Fair Market Value per share of Stock on such date. Such additional Restricted
Stock Units shall be subject to the same terms and conditions and shall be settled in the same manner and at the same time as the
Restricted Stock Units originally subject to the Restricted Stock Unit Award. In the event of a dividend or distribution paid in
shares of Stock or other property or any other adjustment made upon a change in the capital structure of the Company as described
in Section 4.3, appropriate adjustments shall be made in the Participant’s Restricted Stock Unit Award so that it represents
the right to receive upon settlement any and all new, substituted or additional securities or other property (other than regular,
periodic cash dividends) to which the Participant would be entitled by reason of the shares of Stock issuable upon settlement of
the Award, and all such new, substituted or additional securities or other property shall be immediately subject to the same Vesting
Conditions as are applicable to the Award.


 




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9.5           Effect
of Termination of Service. Unless otherwise provided by the Committee and set forth in the Award Agreement evidencing a Restricted
Stock Unit Award, if a Participant’s Service terminates for any reason, whether voluntary or involuntary (including the Participant’s
death or disability), then the Participant shall forfeit to the Company any Restricted Stock Units pursuant to the Award which
remain subject to Vesting Conditions as of the date of the Participant’s termination of Service.


 


9.6           Settlement
of Restricted Stock Unit Awards. The Company shall issue to a Participant on the date on which Restricted Stock Units subject
to the Participant’s Restricted Stock Unit Award vest or on such other date determined by the Committee, in its discretion,
and set forth in the Award Agreement one (1) share of Stock (and/or any other new, substituted or additional securities or other
property pursuant to an adjustment described in Section 9.4) for each Restricted Stock Unit then becoming vested or otherwise
to be settled on such date, subject to the withholding of applicable taxes, if any. If permitted by the Committee, the Participant
may elect, consistent with the requirements of Section 409A, to defer receipt of all or any portion of the shares of Stock
or other property otherwise issuable to the Participant pursuant to this Section, and such deferred issuance date(s) and amount(s)
elected by the Participant shall be set forth in the Award Agreement. Notwithstanding the foregoing, the Committee, in its discretion,
may provide for settlement of any Restricted Stock Unit Award by payment to the Participant in cash of an amount equal to the Fair
Market Value on the payment date of the shares of Stock or other property otherwise issuable to the Participant pursuant to this
Section.


 


9.7           Nontransferability
of Restricted Stock Unit Awards. The right to receive shares pursuant to a Restricted Stock Unit Award shall not be subject
in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors
of the Participant or the Participant’s beneficiary, except transfer by will or by the laws of descent and distribution.
All rights with respect to a Restricted Stock Unit Award granted to a Participant hereunder shall be exercisable during his or
her lifetime only by such Participant or the Participant’s guardian or legal representative.


 


10.         Performance
Awards. Performance Awards shall be evidenced by Award Agreements in such form as the Committee shall from time
to time establish. Award Agreements evidencing Performance Awards may incorporate all or any of the terms of the Plan by reference
and shall comply with and be subject to the following terms and conditions:


 




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10.1         Types
of Performance Awards Authorized. Performance Awards may be granted in the form of either Performance Shares or Performance
Units. Each Award Agreement evidencing a Performance Award shall specify the number of Performance Shares or Performance Units
subject thereto, the Performance Award Formula, the Performance Goal(s) and Performance Period applicable to the Award, and the
other terms, conditions and restrictions of the Award.


 


10.2         Initial
Value of Performance Shares and Performance Units. Unless otherwise provided by the Committee in granting a Performance Award,
each Performance Share shall have an initial monetary value equal to the Fair Market Value of one (1) share of Stock, subject to
adjustment as provided in Section 4.3, on the effective date of grant of the Performance Share, and each Performance Unit
shall have an initial monetary value established by the Committee at the time of grant. The final value payable to the Participant
in settlement of a Performance Award determined on the basis of the applicable Performance Award Formula will depend on the extent
to which Performance Goals established by the Committee are attained within the applicable Performance Period established by the
Committee.


 


10.3         Establishment
of Performance Period, Performance Goals and Performance Award Formula. In granting each Performance Award, the Committee shall
establish in writing the applicable Performance Period, Performance Award Formula and one or more Performance Goals which, when
measured at the end of the Performance Period, shall determine on the basis of the Performance Award Formula the final value of
the Performance Award to be paid to the Participant. Unless otherwise permitted in compliance with the requirements under Section 162(m)
with respect to each Performance Award intended to result in the payment of Performance-Based Compensation, the Committee shall
establish the Performance Goal(s) and Performance Award Formula applicable to each Performance Award no later than the earlier
of (a) the date ninety (90) days after the commencement of the applicable Performance Period or (b) the date on which
25% of the Performance Period has elapsed, and, in any event, at a time when the outcome of the Performance Goals remains substantially
uncertain. Once established, the Performance Goals and Performance Award Formula applicable to a Covered Employee shall not be
changed during the Performance Period. The Company shall notify each Participant granted a Performance Award of the terms of such
Award, including the Performance Period, Performance Goal(s) and Performance Award Formula.


 


10.4         Measurement
of Performance Goals. Performance Goals shall be established by the Committee on the basis of targets to be attained (“Performance
Targets”) with respect to one or more measures of business or financial performance (each, a “Performance
Measure”), subject to the following:


 




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(a)          Performance
Measures. Performance Measures shall be calculated in accordance with the Company’s financial
statements, or, if such terms are not used in the Company’s financial statements, they shall be calculated in accordance
with generally accepted accounting principles, a method used generally in the Company’s industry, or in accordance with a
methodology established by the Committee prior to the grant of the Performance Award. Performance Measures shall be calculated
with respect to the Company and each Subsidiary Corporation consolidated therewith for financial reporting purposes or such division
or other business unit as may be selected by the Committee. Unless otherwise determined by the Committee prior to the grant of
the Performance Award, the Performance Measures applicable to the Performance Award shall be calculated prior to the accrual of
expense for any Performance Award for the same Performance Period and excluding the effect (whether positive or negative) on the
Performance Measures of any change in accounting standards or any extraordinary, unusual or nonrecurring item, as determined by
the Committee, occurring after the establishment of the Performance Goals applicable to the Performance Award. Each such adjustment,
if any, shall be made solely for the purpose of providing a consistent basis from period to period for the calculation of Performance
Measures in order to prevent the dilution or enlargement of the Participant’s rights with respect to a Performance Award.
Performance Measures may be one or more of the following, as determined by the Committee:


 


		(i)	revenue;



 


		(ii)	sales;



 


		(iii)	expenses;



 


		(iv)	operating income;



 


		(v)	gross margin;



 


		(vi)	operating margin;



 


		(vii)	earnings before any one or more of: stock-based compensation
expense, interest, taxes, depreciation and amortization;



 


		(viii)	pre-tax profit;



 


		(ix)	net operating income;



 


		(x)	net income;



 


		(xi)	economic value added;



 


		(xii)	free cash flow;



 


		(xiii)	operating cash flow;



 


		(xiv)	balance of cash, cash equivalents and marketable securities;



 


		(xv)	stock price;



 


		(xvi)	earnings per share;



 


		(xvii)	return on shareholder equity;



 




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		(xviii)	return on capital;



 


		(xix)	return on assets;



 


		(xx)	return on investment;



 


		(xxi)	total shareholder return;



 


		(xxii)	employee satisfaction;



 


		(xxiii)	employee retention;



 


		(xxiv)	market share;



 


		(xxv)	customer satisfaction;



 


		(xxvi)	product development;



 


		(xxvii)	research and development expenses;



 


		(xxviii)	completion of an identified special project; and



 


		(xxix)	completion of a joint venture or other corporate transaction.



 


(b)          Performance
Targets. Performance Targets may include a minimum, maximum, target level and intermediate levels of performance, with
the final value of a Performance Award determined under the applicable Performance Award Formula by the level attained during the
applicable Performance Period. A Performance Target may be stated as an absolute value, an increase or decrease in a value, or
as a value determined relative to an index, budget or other standard selected by the Committee.


 


10.5        Settlement
of Performance Awards.


 


(a)          Determination
of Final Value. As soon as practicable following the completion of the Performance Period applicable to a Performance Award,
the Committee shall certify in writing the extent to which the applicable Performance Goals have been attained and the resulting
final value of the Award earned by the Participant and to be paid upon its settlement in accordance with the applicable Performance
Award Formula.


 


(b)          Discretionary
Adjustment of Award Formula. In its discretion, the Committee may, either at the time it grants a Performance Award or
at any time thereafter, provide for the positive or negative adjustment of the Performance Award Formula applicable to a Performance
Award granted to any Participant who is not a Covered Employee to reflect such Participant’s individual performance in his
or her position with the Company or such other factors as the Committee may determine. If permitted under a Covered Employee’s
Award Agreement, the Committee shall have the discretion, on the basis of such criteria as may be established by the Committee,
to reduce some or all of the value of the Performance Award that would otherwise be paid to the Covered Employee upon its settlement
notwithstanding the attainment of any Performance Goal and the resulting value of the Performance Award determined in accordance
with the Performance Award Formula. No such reduction may result in an increase in the amount payable upon settlement of another
Participant’s Performance Award that is intended to result in Performance-Based Compensation.


 




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(c)          Effect
of Leaves of Absence. Unless otherwise required by law or a Participant’s Award Agreement, payment of the final value,
if any, of a Performance Award held by a Participant who has taken in excess of thirty (30) days in unpaid leaves of absence during
a Performance Period shall be prorated on the basis of the number of days of the Participant’s Service during the Performance
Period during which the Participant was not on an unpaid leave of absence.


 


(d)          Notice
to Participants. As soon as practicable following the Committee’s determination and certification in accordance with
Sections 10.5(a) and (b), the Company shall notify each Participant of the determination of the Committee.


 


(e)          Payment
in Settlement of Performance Awards. As soon as practicable following the Committee’s determination and certification
in accordance with Sections 10.5(a) and (b), but in any event within the Short-Term Deferral Period described in Section 16.1
(except as otherwise provided below or consistent with the requirements of Section 409A), payment shall be made to each eligible
Participant (or such Participant’s legal representative or other person who acquired the right to receive such payment by
reason of the Participant’s death) of the final value of the Participant’s Performance Award. Payment of such amount
shall be made in cash, shares of Stock, or a combination thereof as determined by the Committee. Unless otherwise provided in the
Award Agreement evidencing a Performance Award, payment shall be made in a lump sum. If permitted by the Committee, the Participant
may elect, consistent with the requirements of Section 409A, to defer receipt of all or any portion of the payment to be made
to the Participant pursuant to this Section, and such deferred payment date(s) elected by the Participant shall be set forth in
the Award Agreement. If any payment is to be made on a deferred basis, the Committee may, but shall not be obligated to, provide
for the payment during the deferral period of Dividend Equivalent Rights or interest.


 


(f)          Provisions
Applicable to Payment in Shares. If payment is to be made in shares of Stock, the number of such shares shall be determined
by dividing the final value of the Performance Award by the Fair Market Value of a share of Stock determined by the method specified
in the Award Agreement. Shares of Stock issued in payment of any Performance Award may be fully vested and freely transferable
shares or may be shares of Stock subject to Vesting Conditions as provided in Section 8.5. Any shares subject to Vesting Conditions
shall be evidenced by an appropriate Award Agreement and shall be subject to the provisions of Sections 8.5 through 8.8 above.


 




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10.6         Voting
Rights; Dividend Equivalent Rights and Distributions. Participants shall have no voting rights with respect to shares of Stock
represented by Performance Share Awards until the date of the issuance of such shares, if any (as evidenced by the appropriate
entry on the books of the Company or of a duly authorized transfer agent of the Company). However, the Committee, in its discretion,
may provide in the Award Agreement evidencing any Performance Share Award that the Participant shall be entitled to Dividend Equivalent
Rights with respect to the payment of cash dividends on Stock during the period beginning on the date the Award is granted and
ending, with respect to each share subject to the Award, on the earlier of the date on which the Performance Shares are settled
or the date on which they are forfeited. Such Dividend Equivalent Rights, if any, shall be credited to the Participant either in
cash or in the form of additional whole Performance Shares as of the date of payment of such cash dividends on Stock. The number
of additional Performance Shares (rounded down to the nearest whole number); if any, as determined by the Committee to be so credited
shall be determined by dividing (a) the amount of cash dividends paid on the dividend payment date with respect to the number
of shares of Stock represented by the Performance Shares previously credited to the Participant by (b) the Fair Market Value
per share of Stock on such date. Dividend Equivalent Rights shall be accumulated and paid to the extent that Performance Shares
become nonforfeitable, as determined by the Committee. Settlement of Dividend Equivalent Rights may be made in cash, shares of
Stock, or a combination thereof as determined by the Committee, and may be paid on the same basis as settlement of the related
Performance Share as provided in Section 10.5. In the event of a dividend or distribution paid in shares of Stock or other
property or any other adjustment made upon a change in the capital structure of the Company as described in Section 4.3, appropriate
adjustments shall be made in the Participant’s Performance Share Award so that it represents the right to receive upon settlement
any and all new, substituted or additional securities or other property (other than regular, periodic cash dividends) to which
the Participant would be entitled by reason of the shares of Stock issuable upon settlement of the Performance Share Award, and
all such new, substituted or additional securities or other property shall be immediately subject to the same Performance Goals
as are applicable to the Award.


 


10.7         Effect
of Termination of Service. Unless otherwise provided by the Committee and set forth in the Award Agreement evidencing a Performance
Award or in the Participant’s employment agreement, if any, referencing such Awards, the effect of a Participant’s
termination of Service on the Performance Award shall be as follows:


 


(a)          Death
or Disability. If the Participant’s Service terminates because of the death or Disability of the Participant before
the completion of the Performance Period applicable to the Performance Award, the final value of the Participant’s Performance
Award shall be determined by the extent to which the applicable Performance Goals have been attained with respect to the entire
Performance Period and shall be prorated based on the number of months of the Participant’s Service during the Performance
Period. Payment shall be made following the end of the Performance Period in any manner permitted by Section 10.5.


 


(b)          Other
Termination of Service. If the Participant’s Service terminates for any reason except death or Disability before
the completion of the Performance Period applicable to the Performance Award, such Award shall be forfeited in its entirety.


 


10.8         Nontransferability
of Performance Awards. Prior to settlement in accordance with the provisions of the Plan, no Performance Award shall be subject
in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors
of the Participant or the Participant’s beneficiary, except transfer by will or by the laws of descent and distribution.
All rights with respect to a Performance Award granted to a Participant hereunder shall be exercisable during his or her lifetime
only by such Participant or the Participant’s guardian or legal representative.


 




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11.         Cash-Based
Awards and Other Stock-Based Awards. Cash-Based Awards and Other Stock-Based Awards shall be evidenced by Award
Agreements in such form as the Committee shall from time to time establish. Award Agreements evidencing Cash-Based Awards and Other
Stock-Based Awards may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the
following terms and conditions:


 


11.1         Grant
of Cash-Based Awards. Subject to the provisions of the Plan, the Committee, at any time and from time to time, may grant Cash-Based
Awards to Participants in such amounts and upon such terms and conditions, including the achievement of performance criteria, as
the Committee may determine.


 


11.2         Grant
of Other Stock-Based Awards. The Committee may grant other types of equity-based or equity-related Awards not otherwise described
by the terms of this Plan (including the grant or offer for sale of unrestricted securities, stock-equivalent units, stock appreciation
units, securities or debentures convertible into common stock or other forms determined by the Committee) in such amounts and subject
to such terms and conditions as the Committee shall determine. Other Stock-Based Awards may be made available as a form of payment
in the settlement of other Awards or as payment in lieu of compensation to which a Participant is otherwise entitled. Other Stock-Based
Awards may involve the transfer of actual shares of Stock to Participants, or payment in cash or otherwise of amounts based on
the value of Stock and may include, without limitation, Awards designed to comply with or take advantage of the applicable local
laws of jurisdictions other than the United States.


 


11.3         Value
of Cash-Based and Other Stock-Based Awards. Each Cash-Based Award shall specify a monetary payment amount or payment range
as determined by the Committee. Each Other Stock-Based Award shall be expressed in terms of shares of Stock or units based on such
shares of Stock, as determined by the Committee. The Committee may require the satisfaction of such Service requirements, conditions,
restrictions or performance criteria, including, without limitation, Performance Goals as described in Section 10.4, as shall
be established by the Committee and set forth in the Award Agreement evidencing such Award. If the Committee exercises its discretion
to establish performance criteria, the final value of Cash-Based Awards or Other Stock-Based Awards that will be paid to the Participant
will depend on the extent to which the performance criteria are met. The establishment of performance criteria with respect to
the grant or vesting of any Cash-Based Award or Other Stock-Based Award intended to result in Performance-Based Compensation shall
follow procedures substantially equivalent to those applicable to Performance Awards set forth in Section 10.


 


11.4         Payment
or Settlement of Cash-Based Awards and Other Stock-Based Awards. Payment or settlement, if any, with respect to a Cash-Based
Award or an Other Stock-Based Award shall be made in accordance with the terms of the Award, in cash, shares of Stock or other
securities or any combination thereof as the Committee determines. The determination and certification of the final value with
respect to any Cash-Based Award or Other Stock-Based Award intended to result in Performance-Based Compensation shall comply with
the requirements applicable to Performance Awards set forth in Section 10. To the extent applicable, payment or settlement
with respect to each Cash-Based Award and Other Stock-Based Award shall be made in compliance with the requirements of Section
409A.


 




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11.5         Voting
Rights; Dividend Equivalent Rights and Distributions. Participants shall have no voting rights with respect to shares of Stock
represented by Other Stock-Based Awards until the date of the issuance of such shares of Stock (as evidenced by the appropriate
entry on the books of the Company or of a duly authorized transfer agent of the Company), if any, in settlement of such Award.
However, the Committee, in its discretion, may provide in the Award Agreement evidencing any Other Stock-Based Award that the Participant
shall be entitled to Dividend Equivalent Rights with respect to the payment of cash dividends on Stock during the period beginning
on the date such Award is granted and ending, with respect to each share subject to the Award, on the earlier of the date the Award
is settled or the date on which it is terminated. Such Dividend Equivalent Rights, if any, shall be paid in accordance with the
provisions set forth in Section 9.4. Dividend Equivalent Rights shall not be granted with respect to Cash-Based Awards. In the
event of a dividend or distribution paid in shares of Stock or other property or any other adjustment made upon a change in the
capital structure of the Company as described in Section 4.3, appropriate adjustments shall be made in the Participant’s
Other Stock-Based Award so that it represents the right to receive upon settlement any and all new, substituted or additional securities
or other property (other than regular, periodic cash dividends) to which the Participant would be entitled by reason of the shares
of Stock issuable upon settlement of such Award, and all such new, substituted or additional securities or other property shall
be immediately subject to the same Vesting Conditions and performance criteria, if any, as are applicable to the Award.


 


11.6         Effect
of Termination of Service. Each Award Agreement evidencing a Cash-Based Award or Other Stock-Based Award shall set forth the
extent to which the Participant shall have the right to retain such Award following termination of the Participant’s Service.
Such provisions shall be determined in the discretion of the Committee, need not be uniform among all Cash-Based Awards or Other
Stock-Based Awards, and may reflect distinctions based on the reasons for termination, subject to the requirements of Section 409A,
if applicable.


 


11.7         Nontransferability
of Cash-Based Awards and Other Stock-Based Awards. Prior to the payment or settlement of a Cash-Based Award or Other Stock-Based
Award, the Award shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge,
encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by will or
by the laws of descent and distribution. The Committee may impose such additional restrictions on any shares of Stock issued in
settlement of Cash-Based Awards and Other Stock-Based Awards as it may deem advisable, including, without limitation, minimum holding
period requirements, restrictions under applicable federal securities laws, under the requirements of any stock exchange or market
upon which such shares of Stock are then listed and/or traded, or under any state securities laws or foreign law applicable to
such shares of Stock.


 




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		12.	Deferred Compensation Awards.



 


12.1         Establishment
of Deferred Compensation Award Programs. This Section 12 shall not be effective unless and until the Committee determines
to establish a program pursuant to this Section. If the Committee determines that any such program may constitute an “employee
pension benefit plan” within the meaning of Section 3(2) of ERISA, the Committee shall adopt and implement such program
through a separate subplan to this Plan. Eligibility to participate in such subplan shall be limited to Directors and a select
group of management or highly compensated employees, and the Committee shall take all additional actions required to qualify such
subplan as a “top-hat” unfunded deferred compensation plan, including filing with the U.S. Department of Labor within
120 days following the adoption of such subplan a notice pursuant to Department of Labor Regulations Section 2520.104-23.


 


12.2         Terms
and Conditions of Deferred Compensation Awards. Deferred Compensation Awards shall be evidenced by Award Agreements in such
form as the Committee shall from time to time establish. Award Agreements evidencing Deferred Compensation Awards may incorporate
all or any of the terms of the Plan by reference and, except as provided below, shall comply with and be subject to the terms and
conditions applicable to the appropriate form of Award as set forth in the applicable section of this Plan.


 


(a)          Limitation
on Elections. Notwithstanding any Participant’s prior election to reduce cash compensation pursuant to a program
established in accordance with this Section 12, no Deferred Compensation Award may be granted to the Participant after termination
of the Plan or termination of the Participant’s Service, and any such cash compensation shall be paid at the normal time
and in accordance with the terms of the applicable cash compensation arrangement.


 


(b)          Election
Irrevocable. A Participant’s election to reduce cash compensation pursuant to a program established in accordance
with this Section 12 shall become irrevocable on the last day of the calendar year prior to the year in which the services
are to be rendered with respect to which such cash compensation would otherwise become payable, or at the time otherwise required
by Section 409A.


 


(c)          Vesting.
Deferred Compensation Awards may be fully vested at grant or may be subject to such Vesting Conditions as the Committee determines.


 


		13.	Standard Forms of Award Agreement.



 


13.1         Award
Agreements. Each Award shall comply with and be subject to the terms and conditions set forth in the appropriate form
of Award Agreement approved by the Committee and as amended from time to time. No Award or purported Award shall be a valid and
binding obligation of the Company unless evidenced by a fully executed Award Agreement, which execution may be evidenced by electronic
means.


 


13.2         Authority
to Vary Terms. The Committee shall have the authority from time to time to vary the terms of any standard form of Award
Agreement either in connection with the grant or amendment of an individual Award or in connection with the authorization of a
new standard form or forms; provided, however, that the terms and conditions of any such new, revised or amended standard form
or forms of Award Agreement are not inconsistent with the terms of the Plan.


 




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		14.	Change in Control.



 


14.1         Effect
of Change in Control on Awards. Subject to the requirements and limitations of Section 409A, if applicable, the Committee may
provide for any one or more of the following:


 


(a)          Accelerated
Vesting. In its discretion, the Committee may provide in the grant of any Award or at any other time may take such action
as it deems appropriate to provide for acceleration of the exercisability, vesting and/or settlement in connection with a Change
in Control of each or any outstanding Award or portion thereof and shares acquired pursuant thereto upon such conditions, including
termination of the Participant’s Service prior to, upon, or following such Change in Control, and to such extent as the Committee
shall determine.


 


(b)          Assumption,
Continuation or Substitution. In the event of a Change in Control, the surviving, continuing, successor, or purchasing
corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without
the consent of any Participant, assume or continue the Company’s rights and obligations under each or any Award or portion
thereof outstanding immediately prior to the Change in Control or substitute for each or any such outstanding Award or portion
thereof a substantially equivalent award with respect to the Acquiror’s stock, as applicable. For purposes of this Section,
if so determined by the Committee in its discretion, an Award denominated in shares of Stock shall be deemed assumed if, following
the Change in Control, the Award confers the right to receive, subject to the terms and conditions of the Plan and the applicable
Award Agreement, for each share of Stock subject to the Award immediately prior to the Change in Control, the consideration (whether
stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date
of the Change in Control was entitled (and if holders were offered a choice of consideration, the type of consideration chosen
by the holders of a majority of the outstanding shares of Stock); provided, however, that if such consideration is not solely common
stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the
exercise or settlement of the Award, for each share of Stock subject to the Award, to consist solely of common stock of the Acquiror
equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. Any Award
or portion thereof which is neither assumed, substituted for, or otherwise continued by the Acquiror in connection with the Change
in Control nor exercised or settled as of the time of consummation of the Change in Control shall terminate and cease to be outstanding
effective as of the time of consummation of the Change in Control.


 




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(c)          Cash-Out
of Outstanding Stock-Based Awards. The Committee may, in its discretion and without the consent of any Participant, determine
that, upon the occurrence of a Change in Control, each or any Award denominated in shares of Stock or portion thereof outstanding
immediately prior to the Change in Control and not previously exercised or settled shall be canceled in exchange for a payment
with respect to each vested share (and each unvested share, if so determined by the Committee) of Stock subject to such canceled
Award in (i) cash, (ii) stock of the Company or of a corporation or other business entity a party to the Change in Control,
or (iii) other property which, in any such case, shall be in an amount having a Fair Market Value equal to the Fair Market
Value of the consideration to be paid per share of Stock in the Change in Control, reduced (but not below zero) by the exercise
or purchase price per share, if any, under such Award. In the event such determination is made by the Committee, an Award having
an exercise or purchase price per share equal to or greater than the Fair Market Value of the consideration to be paid per share
of Stock in the Change in Control may be canceled without payment of consideration to the holder thereof. Payment pursuant to this
Section (reduced by applicable withholding taxes, if any) shall be made to Participants in respect of the vested portions of their
canceled Awards as soon as practicable following the date of the Change in Control and in respect of the unvested portions of their
canceled Awards in accordance with the vesting schedules applicable to such Awards.


 


14.2        Effect
of Change in Control on Nonemployee Director Awards. Subject to the requirements and limitations of Section 409A, if applicable,
including as provided by Section 16.4(f), in the event of a Change in Control, each outstanding Nonemployee Director Award
shall become immediately exercisable and vested in full and, except to the extent assumed, continued or substituted for pursuant
to Section 14.1(b), shall be settled effective immediately prior to the time of consummation of the Change in Control.


 


14.3        Federal
Excise Tax Under Section 4999 of the Code.


 


(a)          Excess
Parachute Payment. In the event that any acceleration of vesting pursuant to an Award and any other payment or benefit
received or to be received by a Participant would subject the Participant to any excise tax pursuant to Section 4999 of the Code
due to the characterization of such acceleration of vesting, payment or benefit as an “excess parachute payment” under
Section 280G of the Code, the Participant may elect to reduce the amount of any acceleration of vesting called for under the Award
in order to avoid such characterization.


 


(b)          Determination
by Independent Accountants. To aid the Participant in making any election called for under Section 14.3(a), no later
than the date of the occurrence of any event that might reasonably be anticipated to result in an “excess parachute payment”
to the Participant as described in Section 14.3(a), the Company shall request a determination in writing by independent public
accountants selected by the Company (the “Accountants”). As soon as practicable thereafter, the Accountants
shall determine and report to the Company and the Participant the amount of such acceleration of vesting, payments and benefits
which would produce the greatest after-tax benefit to the Participant. For the purposes of such determination, the Accountants
may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company
and the Participant shall furnish to the Accountants such information and documents as the Accountants may reasonably request in
order to make their required determination. The Company shall bear all fees and expenses the Accountants charge in connection with
their services contemplated by this Section.


 




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		15.	Compliance with Securities Law.



 


The grant of Awards and the
issuance of shares of Stock pursuant to any Award shall be subject to compliance with all applicable requirements of federal, state
and foreign law with respect to such securities and the requirements of any stock exchange or market system upon which the Stock
may then be listed. In addition, no Award may be exercised or shares issued pursuant to an Award unless (a) a registration
statement under the Securities Act shall at the time of such exercise or issuance be in effect with respect to the shares issuable
pursuant to the Award, or (b) in the opinion of legal counsel to the Company, the shares issuable pursuant to the Award may
be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. The
inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s
legal counsel to be necessary to the lawful issuance and sale of any shares under the Plan shall relieve the Company of any liability
in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained. As a
condition to issuance of any Stock, the Company may require the Participant to satisfy any qualifications that may be necessary
or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect
thereto as may be requested by the Company.


 


		16.	Compliance with Section 409A.



 


16.1         Awards
Subject to Section 409A. The Company intends that Awards granted pursuant to the Plan shall either be exempt from or comply
with Section 409A, and the Plan shall be so construed. The provisions of this Section 16 shall apply to any Award or
portion thereof that constitutes or provides for payment of Section 409A Deferred Compensation. Such Awards may include, without
limitation:


 


(a)          A
Nonstatutory Stock Option or SAR that includes any feature for the deferral of compensation other than the deferral of recognition
of income until the later of (i) the exercise or disposition of the Award or (ii) the time the stock acquired pursuant
to the exercise of the Award first becomes substantially vested.


 


(b)          Any
Restricted Stock Unit Award, Performance Award, Cash-Based Award or Other Stock-Based Award that either (i) provides by its
terms for settlement of all or any portion of the Award at a time or upon an event that will or may occur later than the end of
the Short-Term Deferral Period (as defined below) or (ii) permits the Participant granted the Award to elect one or more dates
or events upon which the Award will be settled after the end of the Short-Term Deferral Period.


 


Subject to the provisions
of Section 409A, the term “Short-Term Deferral Period” means the 21⁄2 month period ending
on the later of (i) the 15th day of the third month following the end of the Participant’s taxable year in which the
right to payment under the applicable portion of the Award is no longer subject to a substantial risk of forfeiture or (ii) the
15th day of the third month following the end of the Company’s taxable year in which the right to payment under the applicable
portion of the Award is no longer subject to a substantial risk of forfeiture. For this purpose, the term “substantial risk
of forfeiture” shall have the meaning provided by Section 409A.


 




    	33



    	 



    




 


16.2         Deferral
and/or Distribution Elections. Except as otherwise permitted or required by Section 409A, the following rules shall apply
to any compensation deferral and/or payment elections (each, an “Election”) that may be permitted or
required by the Committee pursuant to an Award providing Section 409A Deferred Compensation:


 


(a)          Elections
must be in writing and specify the amount of the payment in settlement of an Award being deferred, as well as the time and form
of payment as permitted by this Plan.


 


(b)          Elections
shall be made by the end of the Participant’s taxable year prior to the year in which services commence for which an Award
may be granted to such Participant.


 


(c)          Elections
shall continue in effect until a written revocation or change in Election is received by the Company, except that a written revocation
or change in Election must be received by the Company prior to the last day for making the Election determined in accordance with
paragraph (b) above or as permitted by Section 16.3.


 


16.3         Subsequent
Elections. Except as otherwise permitted or required by Section 409A, any Award providing Section 409A Deferred
Compensation which permits a subsequent Election to delay the payment or change the form of payment in settlement of such Award
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 payment in settlement of an Award not described in Section 16.4(a)(ii), 16.4(a)(iii) or 16.4(a)(vi)
must result in a delay of the payment for a period of not less than five (5) years from the date on which such payment would otherwise
have been made.


 


(c)          No
subsequent Election related to a payment pursuant to Section 16.4(a)(iv) shall be made less than twelve (12) months before
the date on which such payment would otherwise have been made.


 


(d)          Subsequent
Elections shall continue in effect until a written revocation or change in the subsequent Election is received by the Company,
except that a written revocation or change in a subsequent Election must be received by the Company prior to the last day for making
the subsequent Election determined in accordance the preceding paragraphs of this Section 16.3.


 


16.4         Payment
of Section 409A Deferred Compensation.


 


(a)          Permissible
Payments. Except as otherwise permitted or required by Section 409A, an Award providing Section 409A Deferred Compensation
must provide for payment in settlement of the Award only upon one or more of the following:


 




    	34



    	 



    




 


(i)          The
Participant’s “separation from service” (as defined by Section 409A);


 


(ii)         The
Participant’s becoming “disabled” (as defined by Section 409A);


 


(iii)        The
Participant’s death;


 


(iv)        A
time or fixed schedule that is either (i) specified by the Committee upon the grant of an Award and set forth in the Award
Agreement evidencing such Award or (ii) specified by the Participant in an Election complying with the requirements of Section 16.2
or 16.3, as applicable;


 


(v)         A
change in the ownership or effective control or the Company or in the ownership of a substantial portion of the assets of the Company
determined in accordance with Section 409A; or


 


(vi)        The
occurrence of an “unforeseeable emergency” (as defined by Section 409A).


 


(b)          Installment
Payments. It is the intent of this Plan that any right of a Participant to receive installment payments (within the meaning
of Section 409A) shall, for all purposes of Section 409A, be treated as a right to a series of separate payments.


 


(c)          Required
Delay in Payment to Specified Employee Pursuant to Separation from Service. Notwithstanding any provision of the Plan or
an Award Agreement to the contrary, except as otherwise permitted by Section 409A, no payment pursuant to Section 16.4(a)(i)
in settlement of an Award providing for Section 409A Deferred Compensation may be made to a Participant who is a “specified
employee” (as defined by Section 409A) as of the date of the Participant’s separation from service before the
date (the “Delayed Payment Date”) that is six (6) months after the date of such Participant’s
separation from service, or, if earlier, the date of the Participant’s death. All such amounts that would, but for this paragraph,
become payable prior to the Delayed Payment Date shall be accumulated and paid on the Delayed Payment Date.


 


(d)          Payment
Upon Disability. All distributions of Section 409A Deferred Compensation payable by reason of a Participant becoming
disabled shall be paid in a lump sum or in periodic installments as established by the Participant’s Election. If the Participant
has made no Election with respect to distributions of Section 409A Deferred Compensation upon becoming disabled, all such
distributions shall be paid in a lump sum upon the determination that the Participant has become disabled.


 


(e)          Payment
Upon Death. If a Participant dies before complete distribution of amounts payable upon settlement of an Award subject to
Section 409A, such undistributed amounts shall be distributed to his or her beneficiary under the distribution method for
death established by the Participant’s Election upon receipt by the Committee of satisfactory notice and confirmation of
the Participant’s death. If the Participant has made no Election with respect to distributions of Section 409A Deferred
Compensation upon death, all such distributions shall be paid in a lump sum upon receipt by the Committee of satisfactory notice
and confirmation of the Participant’s death.


 




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(f)          Payment
Upon Change in Control. Notwithstanding any provision of the Plan or an Award Agreement to the contrary, to the extent
that any amount constituting Section 409A Deferred Compensation would become payable under this Plan by reason of a Change in Control,
such amount shall become payable only if the event constituting a Change in Control would also constitute a change in ownership
or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company within the
meaning of Section 409A. Any Award which constitutes Section 409A Deferred Compensation and which would vest and otherwise become
payable upon a Change in Control as a result of the failure of the Acquiror to assume, continue or substitute for such Award in
accordance with Section 14.1(b) shall vest to the extent provided by such Award but shall be converted automatically at the
effective time of such Change in Control into a right to receive, in cash on the date or dates such award would have been settled
in accordance with its then existing settlement schedule (or as required by Section 16.4(c)), an amount or amounts equal in
the aggregate to the intrinsic value of the Award at the time of the Change in Control.


 


(g)          Payment
Upon Unforeseeable Emergency. The Committee shall have the authority to provide in the Award Agreement evidencing any Award
providing for Section 409A Deferred Compensation for payment in settlement of all or a portion of such Award in the event
that a Participant establishes, to the satisfaction of the Committee, the occurrence of an unforeseeable emergency. In such event,
the amount(s) distributed with respect to such unforeseeable emergency cannot exceed the amounts reasonably necessary to satisfy
the emergency need plus amounts necessary to pay taxes reasonably anticipated as a result of such distribution(s), after taking
into account the extent to which such emergency need is or may be relieved through reimbursement or compensation by insurance or
otherwise, by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause
severe financial hardship) or by cessation of deferrals under the Award. All distributions with respect to an unforeseeable emergency
shall be made in a lump sum upon the Committee’s determination that an unforeseeable emergency has occurred. The Committee’s
decision with respect to whether an unforeseeable emergency has occurred and the manner in which, if at all, the payment in settlement
of an Award shall be altered or modified, shall be final, conclusive, and not subject to approval or appeal.


 


(h)          Prohibition
of Acceleration of Payments. Notwithstanding any provision of the Plan or an Award Agreement to the contrary, this Plan
does not permit the acceleration of the time or schedule of any payment under an Award providing Section 409A Deferred Compensation,
except as permitted by Section 409A.


 


(i)       
   No Representation Regarding Section 409A Compliance. Notwithstanding any other provision of
the Plan, the Company makes no representation that Awards shall be exempt from or comply with Section 409A. No Participating
Company shall be liable for any tax, penalty or interest imposed on a Participant by Section 409A.


 




    	36



    	 



    




 


		17.	Tax Withholding.



 


17.1         Tax
Withholding in General. The Company shall have the right to deduct from any and all payments made under the Plan, or to require
the Participant, through payroll withholding, cash payment or otherwise, to make adequate provision for, the federal, state, local
and foreign taxes (including social insurance), if any, required by law to be withheld by any Participating Company with respect
to an Award or the shares acquired pursuant thereto. The Company shall have no obligation to deliver shares of Stock, to release
shares of Stock from an escrow established pursuant to an Award Agreement, or to make any payment in cash under the Plan until
the Participating Company Group’s tax withholding obligations have been satisfied by the Participant.


 


17.2         Withholding
in or Directed Sale of Shares. The Committee shall have the right, but not the obligation to cause the Company, to deduct from
the shares of Stock issuable to a Participant upon the exercise or settlement of an Award, or to accept from the Participant the
tender of, a number of whole shares of Stock having a Fair Market Value, as determined by the Company, equal to all or any part
of the tax withholding obligations of any Participating Company. The Fair Market Value of any shares of Stock withheld or tendered
to satisfy any such tax withholding obligations shall not exceed the amount determined by the applicable minimum statutory withholding
rates. The Company may require a Participant to direct a broker, upon the vesting, exercise or settlement of an Award, to sell
a portion of the shares subject to the Award determined by the Company in its discretion to be sufficient to cover the tax withholding
obligations of any Participating Company and to remit an amount equal to such tax withholding obligations to such Participating
Company in cash.


 


18.         Amendment,
Suspension or Termination of Plan. The
Committee may amend, suspend or terminate the Plan at any time. However, without the approval of the Company’s shareholders,
there shall be (a) no increase in the maximum aggregate number of shares of Stock that may be issued under the Plan (except
by operation of the provisions of Section 4.3), (b) no change in the class of persons eligible to receive Incentive Stock
Options, and (c) no other amendment of the Plan that would require approval of the Company’s shareholders under any
applicable law, regulation or rule, including the rules of any stock exchange or quotation system upon which the Stock may then
be listed or quoted. No amendment, suspension or termination of the Plan shall affect any then outstanding Award unless expressly
provided by the Committee. Except as provided by the next sentence, no amendment, suspension or termination of the Plan may adversely
affect any then outstanding Award without the consent of the Participant. Notwithstanding any other provision of the Plan to the
contrary, the Committee may, in its sole and absolute discretion and without the consent of any Participant, amend the Plan or
any Award Agreement, to take effect retroactively or otherwise, as it deems necessary or advisable for the purpose of conforming
the Plan or such Award Agreement to any present or future law, regulation or rule applicable to the Plan, including, but not limited
to, Section 409A.


 


		19.	Miscellaneous Provisions.



 


19.1         Repurchase
Rights. Shares issued under the Plan may be subject to one or more repurchase options, or other conditions and restrictions
as determined by the Committee in its discretion at the time the Award is granted. The Company shall have the right to assign at
any time any repurchase right it may have, whether or not such right is then exercisable, to one or more persons as may be selected
by the Company. Upon request by the Company, each Participant shall execute any agreement evidencing such transfer restrictions
prior to the receipt of shares of Stock hereunder and shall promptly present to the Company any and all certificates representing
shares of Stock acquired hereunder for the placement on such certificates of appropriate legends evidencing any such transfer restrictions.


 




    	37



    	 



    




 


19.2        Forfeiture
Events.


 


(a)          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 specified events, in addition to
any otherwise applicable vesting or performance conditions of an Award. Such events may include, but shall not be limited to, termination
of Service for Cause or any act by a Participant, whether before or after termination of Service, that would constitute Cause for
termination of Service.


 


(b)          If
the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct,
with any financial reporting requirement under the securities laws, any Participant who knowingly or through gross negligence engaged
in the misconduct, or who knowingly or through gross negligence failed to prevent the misconduct, and any Participant who is one
of the individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002, shall reimburse the Company
for (i) the amount of any payment in settlement of an Award received by such Participant during the twelve- (12-) month period
following the first public issuance or filing with the United States Securities and Exchange Commission (whichever first occurred)
of the financial document embodying such financial reporting requirement, and (ii) any profits realized by such Participant
from the sale of securities of the Company during such twelve- (12-) month period.


 


19.3        Provision
of Information. Each Participant shall be given access to information concerning the Company equivalent to that information
generally made available to the Company’s common shareholders.


 


19.4        Rights
as Employee, Consultant or Director. No person, even though eligible pursuant to Section 5, shall have a right to be selected
as a Participant, or, having been so selected, to be selected again as a Participant. Nothing in the Plan or any Award granted
under the Plan shall confer on any Participant a right to remain an Employee, Consultant or Director or interfere with or limit
in any way any right of a Participating Company to terminate the Participant’s Service at any time. To the extent that an
Employee of a Participating Company other than the Company receives an Award under the Plan, that Award shall in no event be understood
or interpreted to mean that the Company is the Employee’s employer or that the Employee has an employment relationship with
the Company.


 


19.5        Rights
as a Shareholder. A Participant shall have no rights as a shareholder with respect to any shares covered by an Award until
the date of the issuance of such shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record date
is prior to the date such shares are issued, except as provided in Section 4.3 or another provision of the Plan.


 




    	38



    	 



    




 


19.6         Delivery
of Title to Shares. Subject to any governing rules or regulations, the Company shall issue or cause to be issued the shares
of Stock acquired pursuant to an Award and shall deliver such shares to or for the benefit of the Participant by means of one or
more of the following: (a) by delivering to the Participant evidence of book entry shares of Stock credited to the account
of the Participant, (b) by depositing such shares of Stock for the benefit of the Participant with any broker with which the
Participant has an account relationship, or (c) by delivering such shares of Stock to the Participant in certificate form.


 


19.7         Fractional
Shares. The Company shall not be required to issue fractional shares upon the exercise or settlement of any Award.


 


19.8         Retirement
and Welfare Plans. Neither Awards made under this Plan nor shares of Stock or cash paid pursuant to such Awards may be included
as “compensation” for purposes of computing the benefits payable to any Participant under any Participating Company’s
retirement plans (both qualified and non-qualified) or welfare benefit plans unless such other plan expressly provides that such
compensation shall be taken into account in computing a Participant’s benefit.


 


19.9         Beneficiary
Designation. Subject to local laws and procedures, each Participant may file with the Company a written designation of a beneficiary
who is to receive any benefit under the Plan to which the Participant is entitled in the event of such Participant’s death
before he or she receives any or all of such benefit. Each designation will revoke all prior designations by the same Participant,
shall be in a form prescribed by the Company, and will be effective only when filed by the Participant in writing with the Company
during the Participant’s lifetime. If a married Participant designates a beneficiary other than the Participant’s spouse,
the effectiveness of such designation may be subject to the consent of the Participant’s spouse. If a Participant dies without
an effective designation of a beneficiary who is living at the time of the Participant’s death, the Company will pay any
remaining unpaid benefits to the Participant’s legal representative.


 


19.10         Severability.
If any one or more of the provisions (or any part thereof) of this Plan shall be held invalid, illegal or unenforceable in any
respect, such provision shall be modified so as to make it valid, legal and enforceable, and the validity, legality and enforceability
of the remaining provisions (or any part thereof) of the Plan shall not in any way be affected or impaired thereby.


 


19.11         No
Constraint on Corporate Action. Nothing in this Plan shall be construed to: (a) limit, impair, or otherwise affect the
Company’s or another Participating Company’s right or power to make adjustments, reclassifications, reorganizations,
or changes of its capital or business structure, or to merge or consolidate, or dissolve, liquidate, sell, or transfer all or any
part of its business or assets; or (b) limit the right or power of the Company or another Participating Company to take any
action which such entity deems to be necessary or appropriate.


 




    	39



    	 



    




 


19.12         Unfunded
Obligation. Participants shall have the status of general unsecured creditors of the Company. Any amounts payable to Participants
pursuant to the Plan shall be considered unfunded and unsecured obligations for all purposes, including, without limitation, Title I
of the Employee Retirement Income Security Act of 1974. No Participating Company shall be required to segregate any monies from
its general funds, or to create any trusts, or establish any special accounts with respect to such obligations. The Company shall
retain at all times beneficial ownership of any investments, including trust investments, which the Company may make to fulfill
its payment obligations hereunder. Any investments or the creation or maintenance of any trust or any Participant account shall
not create or constitute a trust or fiduciary relationship between the Committee or any Participating Company and a Participant,
or otherwise create any vested or beneficial interest in any Participant or the Participant’s creditors in any assets of
any Participating Company. The Participants shall have no claim against any Participating Company for any changes in the value
of any assets which may be invested or reinvested by the Company with respect to the Plan.


 


19.13         Choice
of Law. Except to the extent governed by applicable federal law, the validity, interpretation, construction and performance
of the Plan and each Award Agreement shall be governed by the laws of the State of Nevada, without regard to its conflict of law
rules.


 


[Remainder of Page Intentionally Left
Blank; Signature Page Follows]


 




    	40



    	 



    




 


IN WITNESS WHEREOF, the
undersigned Secretary of the Company certifies that the foregoing sets forth the Greenwood Hall, Inc. 2014 Stock Plan as duly adopted
by the Board on July 28, 2014.


 


	 	/s/ John Hall
	 	John Hall, President and Secretary


 




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Table
of Contents


 


	 	 	 	Page
	 	 	 	 
	1.	Establishment, Purpose and Term of Plan	1
	 	 	 	 
	 	1.1	Establishment	1
	 	1.2	Purpose	1
	 	1.3	Term of Plan	1
	 	 	 	 
	2.	Definitions and Construction	1
	 	 	 	 
	 	2.1	Definitions	1
	 	2.2	Construction	8
	 	 	 	 
	3.	Administration	8
	 	 	 	 
	 	3.1	Administration by the Committee	8
	 	3.2	Authority of Officers	9
	 	3.3	Administration with Respect to Insiders	9
	 	3.4	Committee Complying with Section 162(m)	9
	 	3.5	Powers of the Committee	9
	 	3.6	Option or SAR Repricing	10
	 	3.7	Indemnification	10
	 	 	 	 
	4.	Shares Subject to Plan	11
	 	 	 	 
	 	4.1	Maximum Number of Shares Issuable	11
	 	4.2	Annual Increase in Maximum Number of Shares Issuable	11
	 	4.3	Share Counting	11
	 	4.4	Adjustments for Changes in Capital Structure	12
	 	4.5	Assumption or Substitution of Awards	12
	 	 	 	 
	5.	Eligibility, Participation and Award Limitations	12
	 	 	 	 
	 	5.1	Persons Eligible for Awards	12
	 	5.2	Participation in the Plan	12
	 	5.3	Award Limitations	13
	 	 	 	 
	6.	Stock Options	13
	 	 	 	 
	 	6.1	Exercise Price	14
	 	6.2	Exercisability and Term of Options	14
	 	6.3	Payment of Exercise Price	14
	 	6.4	Effect of Termination of Service	15
	 	6.5	Transferability of Options	16
	 	 	 	 
	7.	Stock Appreciation Rights	16


 




    	-i-



    	 



    

 


Table
of Contents


(continued)


 


	 	 	 	Page
	 	 	 	 
	 	7.1	Types of SARs Authorized	17
	 	7.2	Exercise Price	17
	 	7.3	Exercisability and Term of SARs	17
	 	7.4	Exercise of SARs	18
	 	7.5	Deemed Exercise of SARs	18
	 	7.6	Effect of Termination of Service	18
	 	7.7	Transferability of SARs	18
	 	 	 	 
	8.	Restricted Stock Awards	18
	 	 	 	 
	 	8.1	Types of Restricted Stock Awards Authorized	19
	 	8.2	Purchase Price	19
	 	8.3	Purchase Period	19
	 	8.4	Payment of Purchase Price	19
	 	8.5	Vesting and Restrictions on Transfer	19
	 	8.6	Voting Rights; Dividends and Distributions	20
	 	8.7	Effect of Termination of Service	20
	 	8.8	Nontransferability of Restricted Stock Award Rights	20
	 	 	 	 
	9.	Restricted Stock Unit Awards	20
	 	 	 	 
	 	9.1	Grant of Restricted Stock Unit Awards	21
	 	9.2	Purchase Price	21
	 	9.3	Vesting	21
	 	9.4	Voting Rights, Dividend Equivalent Rights and Distributions	21
	 	9.5	Effect of Termination of Service	22
	 	9.6	Settlement of Restricted Stock Unit Awards	22
	 	9.7	Nontransferability of Restricted Stock Unit Awards	22
	 	 	 	 
	10.	Performance Awards	22
	 	 	 	 
	 	10.1	Types of Performance Awards Authorized	23
	 	10.2	Initial Value of Performance Shares and Performance Units	23
	 	10.3	Establishment of Performance Period, Performance Goals and Performance Award Formula	23
	 	10.4	Measurement of Performance Goals	23
	 	10.5	Settlement of Performance Awards	25
	 	10.6	Voting Rights; Dividend Equivalent Rights and Distributions	27
	 	10.7	Effect of Termination of Service	27
	 	10.8	Nontransferability of Performance Awards	27
	 	 	 	 
	11.	Cash-Based Awards and Other Stock-Based Awards	28
	 	 	 	 
	 	11.1	Grant of Cash-Based Awards	28


 




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Table
of Contents


(continued)


 


	 	 	 	Page
	 	 	 	 
	 	11.2	Grant of Other Stock-Based Awards	28
	 	11.3	Value of Cash-Based and Other Stock-Based Awards	28
	 	11.4	Payment or Settlement of Cash-Based Awards and Other Stock-Based Awards	28
	 	11.5	Voting Rights; Dividend Equivalent Rights and Distributions	29
	 	11.6	Effect of Termination of Service	29
	 	11.7	Nontransferability of Cash-Based Awards and Other Stock-Based Awards	29
	 	 	 	 
	12.	Deferred Compensation Awards	30
	 	 	 	 
	 	12.1	Establishment of Deferred Compensation Award Programs	30
	 	12.2	Terms and Conditions of Deferred Compensation Awards	30
	 	 	 	 
	13.	Standard Forms of Award Agreement	30
	 	 	 	 
	 	13.1	Award Agreements	30
	 	13.2	Authority to Vary Terms	30
	 	 	 	 
	14.	Change in Control	31
	 	 	 	 
	 	14.1	Effect of Change in Control on Awards	31
	 	14.2	Effect of Change in Control on Nonemployee Director Awards	32
	 	14.3	Federal Excise Tax Under Section 4999 of the Code	32
	 	 	 	 
	15.	Compliance with Securities Law	33
	 	 	 	 
	16.	Compliance with Section 409A 	33
	 	 	 	 
	 	16.1	Awards Subject to Section 409A	33
	 	16.2	Deferral and/or Distribution Elections	34
	 	16.3	Subsequent Elections	34
	 	16.4	Payment of Section 409A Deferred Compensation	34
	 	 	 	 
	17.	Tax Withholding	37
	 	 	 	 
	 	17.1	Tax Withholding in General	37
	 	17.2	Withholding in or Directed Sale of Shares	37
	 	 	 	 
	18.	Amendment, Suspension or Termination of Plan	37
	 	 	 	 
	19.	Miscellaneous Provisions	37
	 	 	 	 
	 	19.1	Repurchase Rights	37
	 	19.2	Forfeiture Events	38
	 	19.3	Provision of Information	38


 




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Table
of Contents


(continued)


 


	 	 	 	Page
	 	 	 	 
	 	19.4	Rights as Employee, Consultant or Director	38
	 	19.5	Rights as a Shareholder	38
	 	19.6	Delivery of Title to Shares	39
	 	19.7	Fractional Shares	39
	 	19.8	Retirement and Welfare Plans	39
	 	19.9	Beneficiary Designation	39
	 	19.10	Severability	39
	 	19.11	No Constraint on Corporate Action	39
	 	19.12	Unfunded Obligation	40
	 	19.13	Choice of Law	40


 




    	-iv-