Exhibit
10.5


 


EXCELERATE
ENERGY, INC 


LONG-TERM
INCENTIVE PLAN


 


		1.	Purpose



 


The
purpose of this Excelerate Energy, Inc. Long-Term Incentive Plan (the “Plan”) is to promote and closely
align the interests of employees, officers, non-employee directors and other service providers of Excelerate Energy, Inc. and
its stockholders by providing stock-based compensation and other performance-based compensation. The objectives of the Plan are
to attract and retain the best available employees for positions of substantial responsibility and to motivate Participants to
optimize the profitability and growth of the Company through incentives that are consistent with the Company’s goals and
that link the personal interests of Participants to those of the Company’s stockholders. The Plan provides for the grant
of Options, Stock Appreciation Rights, Restricted Stock Units, Restricted Stock, Other Stock-Based Awards and Incentive Bonuses.


 


		2.	Definitions



 


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


 


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


 


(b)          “Affiliate” means with respect to any Person, any other Person that directly or indirectly, through
one or more intermediaries, Controls, is Controlled by, or is under common Control with, such first Person.


 


(c)          “Award” means an Option, Stock Appreciation Right, Restricted Stock Unit, Restricted Stock, Other Stock-Based
Award or Incentive Bonus granted to a Participant pursuant to the provisions of the Plan, any of which may be subject to performance
conditions.


 


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


 


(e)          “Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the Act.


 


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


 


(g)          “Cause” has the meaning set forth in the written employment, offer, services or severance agreement
or letter between the Participant and the Company or an Affiliate, or if there is no such agreement or no such term is defined
in such agreement, means the Participant (i) committing a serious act that constitutes fraud, theft or dishonesty; (ii) engaging
in misconduct or gross neglect that has caused serious injury, monetary or reputational, to the Company or an Affiliate; (iii)
being indicted, charged, convicted of or pleading guilty or “no contest” to a felony or any criminal act involving
moral turpitude; (iv) ceasing to fulfill his or her duties under any agreement with the Company or an Affiliate, materially breaching
his or her obligations under any agreement with the Company or an Affiliate or refusing or failing to carry out his or her duties
under any agreement with the Company or an Affiliate or to obey reasonable, ethical and legal orders or instructions from the
Company. A Participant’s employment or service will be deemed to have been terminated for Cause if it is determined subsequent
to such Participant’s Termination of Employment that grounds for a Termination of Employment for Cause existed at the time
of such Termination of Employment, as determined by the Committee.




 



 










 



(h)          “Change in Control” means, except as otherwise provided in an Award Agreement, the occurrence of any
one of the following:


 


(i)         any Third Party Stakeholder becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing more
than 50% of the combined voting power of the Company’s then outstanding voting securities; or


 


(ii)        the following individuals cease for any reason to constitute a majority of the directors of the Company then serving: (A) individuals
who, on the Effective Date, constitute the Board, and (B) any new director (other than a director whose initial assumption of
office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation) whose
appointment by the Board or nomination for election by the Company’s shareholders was approved or recommended by a vote
of at least 2/3 of the directors then still in office who either were directors on the Effective Date or whose appointment or
nomination for election was previously so approved or recommended by the directors referred to in this clause (B);


 


(iii)       there is consummated a merger or consolidation of the Company or any direct or indirect Subsidiary of the Company with any other
corporation or other entity, and, immediately after the consummation of such merger or consolidation, either (A) the members of
the Board immediately before the merger or consolidation do not constitute at least a majority of the board of directors of the
company surviving the merger or, if the surviving company is a Subsidiary, the ultimate parent thereof, or (B) all of the Persons
who were the respective Beneficial Owners of the voting securities of the Company immediately before such merger or consolidation
do not Beneficially Own, directly or indirectly, more than 50% of the combined voting power of the then-outstanding voting securities
of the Person resulting from such merger or consolidation; or


 


(iv)      the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company, or there is consummated
an agreement or series of related agreements for the sale or other disposition, directly or indirectly, by the Company of all
or substantially all of the Company’s assets, other than the sale or other disposition by the Company of all or substantially
all of the Company’s assets to an entity, more than 50% of the combined voting power of the voting securities of which are
Beneficially Owned by shareholders of the Company in substantially the same proportions as their Beneficial Ownership of such
securities of the Company immediately before such sale.


 


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





 



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(j)           “Committee” means the Compensation Committee of the Board (or any successor committee) or such other
committee as designated by the Board to administer the Plan under Section 6.


 


(k)          “Common Stock” means the Class A common stock of the Company, $0.001 par value per share, or such other
class or kind of shares or other securities as may be applicable under Section 16.


 


(l)           “Company” means Excelerate Energy, Inc., a Delaware corporation, and except as utilized in the definition
of Change in Control, any successor corporation.


 


(m)         “Control” means the possession, direct or indirect, of the power to direct or cause the direction of
the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.


 


(n)          “Disability” has the meaning set forth in a written employment, offer, services or severance agreement
or letter between the Participant and the Company or an Affiliate, or if there is no such agreement or no such term is defined
in such agreement, means, as determined by the Company in good faith, the Participant’s inability to perform the essential
functions of Participant’s position because of physical or mental illness, incapacity or disability.


 


(o)          “Dividend Equivalent” means an amount payable in cash or Common Stock, as determined by the Committee,
equal to the dividends that would have been paid to the Participant if the share of Common Stock with respect to which the Dividend
Equivalent relates had been owned by the Participant.


 


(p)          “Effective Date” means the date on which the Plan takes effect, as defined pursuant to Section 4.


 


(q)          “Eligible Person” any current or prospective employee, officer, non-employee director or other service
provider of the Company or any of its Affiliates; provided however that Incentive Stock Options may only be granted to employees
of the Company or any of its “subsidiary corporations” within the meaning of Section 424 of the Code.


 


(r)           “Fair Market Value” means as of any date, the value of the Common Stock determined as follows: (i) if
the Common Stock is listed on any established stock exchange, system or market, its Fair Market Value shall be the closing price
for the Common Stock as quoted on such exchange, system or market as reported in the Wall Street Journal or such other source
as the Committee deems reliable (or, if no sale of Common Stock is reported for such date, on the next preceding date on which
any sale shall have been reported); and (ii) in the absence of an established market for the Common Stock, the Fair Market Value
thereof shall be determined in good faith by the Committee by the reasonable application of a reasonable valuation method, taking
into account factors consistent with Treas. Reg. § 409A-1(b)(5)(iv)(B) as the Committee deems appropriate.


 


(s)          “Incentive Bonus” means a bonus opportunity awarded under Section 12 pursuant to which a Participant
may become entitled to receive an amount based on satisfaction of such performance criteria established for a specified performance
period as specified in the Award Agreement.





 



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


 


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


 


(v)          “Option” means a right to purchase a number of shares of Common Stock at such exercise price, at such
times and on such other terms and conditions as are specified in or determined pursuant to an Award Agreement. Options granted
pursuant to the Plan may be Incentive Stock Options or Nonqualified Stock Options.


 


(w)         “Other Stock-Based Award” means an Award granted to an Eligible Person under Section 11.


 


(x)          “Participant” means any Eligible Person to whom Awards have been granted from time to time by the Committee
and any authorized transferee of such individual.


 


(y)          “Person” means any individual, corporation, firm, partnership, joint venture, limited liability company,
estate, trust, business association, organization, governmental entity, or other entity.


 


(z)          “Restricted Stock” means an Award or issuance of Common Stock the vesting and/or transferability of
which is subject during specified periods of time to such conditions (including continued employment or engagement or performance
conditions) and terms as the Committee deems appropriate.


 


(aa)        “Restricted Stock Unit” means an Award denominated in units of Common Stock under which the issuance
of shares of Common Stock (or cash payment in lieu thereof) is subject to such conditions (including continued employment or engagement
or performance conditions) and terms as the Committee deems appropriate.


 


(bb)       “Separation from Service” or “Separates from Service” means a Termination
of Employment that constitutes a “separation from service” within the meaning of Section 409A of the Code.


 


(cc)        “Stock Appreciation Right” or “SAR” means a right that entitles the Participant
to receive, in cash or Common Stock or a combination thereof, as determined by the Committee, value equal to the excess of (i)
the Fair Market Value of a specified number of shares of Common Stock at the time of exercise over (ii) the exercise price of
the right, as established by the Committee on the date of grant.


 


(dd)       “Subsidiary” means any business association (including a corporation or a partnership, other than the
Company) in an unbroken chain of such associations beginning with the Company if each of the associations other than the last
association in the unbroken chain owns equity interests (including stock or partnership interests) possessing 50% or more of the
total combined voting power of all classes of equity interests in one of the other associations in such chain.





 



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


 


(ff)         “Termination of Employment” means ceasing to serve as an employee of the Company and its Subsidiaries
or, with respect to a non-employee director or other service provider, ceasing to serve as such for the Company and its Subsidiaries,
except that with respect to all or any Awards held by a Participant (i) the Committee may determine that a leave of absence or
employment on a less than full-time basis is considered a “Termination of Employment,” (ii) service as a member of
the Board shall constitute continued employment with respect to Awards granted to a Participant while he or she served as an employee,
(iii) service as an employee of the Company or a Subsidiary shall constitute continued employment with respect to Awards granted
to a Participant while he or she served as a member of the Board or other service provider, and (iv) the Committee may determine
that a transition from employment with the Company or an Affiliate to service to the Company or an Affiliate other than as an
employee shall constitute a “Termination of Employment”. The Committee shall determine whether any corporate transaction,
such as a sale or spin-off of a division or Subsidiary that employs or engages a Participant, shall be deemed to result in a Termination
of Employment with the Company and its Affiliates for purposes of any affected Participant’s Awards, and the Committee’s
decision shall be final and binding.


 


(gg)       “Third Party Stakeholder” means any Person or any group of Persons, the acting together of which would
constitute a “group” for purposes of Section 13(d) of the Act, or any successor provisions thereto, excluding the
Company, Excelerate Energy Limited Partnership, any Person who is or becomes a party to that certain Tax Receivable Agreement
dated as of April 18, 2022 by and among the Company, Excelerate Energy Limited Partnership, and the other parties thereto (each,
a “TRA Party”), and each of their respective Affiliates. For purposes
of this definition, the Affiliates of a TRA Party shall include the estate of a TRA Party and any Person who is a successor of
a TRA Party as a direct result of a gift, bequest, or similar transfer.


 


		3.	Eligibility



 


Any
Eligible Person is eligible for selection by the Committee to receive an Award.


 


		4.	Effective
                                         Date and Termination of Plan



 


This
Plan became effective on April 8, 2022 (the “Effective Date”). The Plan shall remain available for the
grant of Awards until the 10th anniversary of the Effective Date. Notwithstanding the foregoing, the Plan may be terminated at
such earlier time as the Board may determine. Termination of the Plan will not affect the rights and obligations of the Participants
and the Company arising under Awards theretofore granted.





 



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		5.	Shares
                                         Subject to the Plan and to Awards



 


(a)          Aggregate Limits. The aggregate number of shares of Common Stock issuable under the Plan shall be equal to (i) 10,750,000,
plus (ii) any shares of Common Stock added as a result of the following sentence (collectively, the “Share Pool”).
The Share Pool will automatically increase on January 1 of each year beginning in 2023 and ending with a final increase on January
1, 2032 in an amount equal to 4% of the total number of shares of Common Stock outstanding on the preceding December 31; provided,
however, that the Committee may provide that there will be no January 1 increase in the Share Pool for any such year or that the
increase in the Share Pool for any such year will be a smaller number of shares of Common Stock than would otherwise occur pursuant
to this sentence. The aggregate number of shares of Common Stock available for grant under this Plan and the number of shares
of Common Stock subject to Awards outstanding at the time of any event described in Section 16 shall be subject to adjustment
as provided in Section 16. The shares of Common Stock issued pursuant to Awards granted under this Plan may be shares that
are authorized and unissued or shares that were reacquired by the Company, including shares purchased in the open market.


 


(b)          Issuance of Shares. For purposes of Section 5(a), the aggregate number of shares of Common Stock issued under this
Plan at any time shall equal only the number of shares of Common Stock actually issued upon exercise or settlement of an Award.
Shares of Common Stock subject to Awards that have been canceled, expired, forfeited or otherwise not issued under an Award and
shares of Common Stock subject to Awards settled in cash shall not count as shares of Common Stock issued under this Plan. The
aggregate number of shares available for issuance under this Plan at any time shall not be reduced by (i) shares subject to Awards
that have been terminated, expired unexercised, forfeited or settled in cash, (ii) shares subject to Awards that have been retained
or withheld by the Company in payment or satisfaction of the exercise price, purchase price or tax withholding obligation of an
Award, or (iii) shares subject to Awards that otherwise do not result in the issuance of shares in connection with payment or
settlement thereof. In addition, shares that have been delivered (either actually or by attestation) to the Company in payment
or satisfaction of the exercise price, purchase price or tax withholding obligation of an Award shall be available for issuance
under this Plan.


 


(c)          Substitute Awards. Substitute Awards shall not reduce the shares of Common Stock authorized for issuance under the Plan
or authorized for grant to a Participant in any calendar year. Additionally, in the event that a company acquired by the Company
or any Subsidiary, or with which the Company or any Subsidiary combines, has shares available under a pre-existing plan approved
by stockholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to
the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation
ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stock
of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the shares
of Common Stock authorized for issuance under the Plan; provided that, Awards using such available shares (i) shall not be made
after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination,
(ii) shall only be made to individuals who were not employees or service providers of the Company or its Affiliates at the time
of such acquisition or combination, and (iii) shall comply with the requirements of any stock exchange or market or quotation
system on which the Common Stock is traded, listed or quoted.





 



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(d)          Tax Code Limits. The aggregate number of shares of Common Stock that may be issued pursuant to the exercise of Incentive
Stock Options granted under this Plan shall be equal to 10,750,000, which number shall be calculated and adjusted pursuant to
Section 16 only to the extent that such calculation or adjustment will not affect the status of any Option intended to
qualify as an Incentive Stock Option under Section 422 of the Code.


 


(e)          Limits on Non-Employee Director Compensation. The aggregate dollar value of equity-based (based on the grant date fair
market value of equity-based Awards) and cash compensation granted under this Plan or otherwise during any calendar year to any
non-employee director shall not exceed $700,000.


 


		6.	Administration
                                         of the Plan



 


(a)          Administrator of the Plan. The Plan shall be administered by the Committee. The Board shall fill vacancies on, and from
time to time may remove or add members to, the Committee. The Committee shall act pursuant to a majority vote or unanimous written
consent. Any power of the Committee may also be exercised by the Board. To the extent that any permitted action taken by the Board
conflicts with action taken by the Committee, the Board action shall control. To the maximum extent permissible under applicable
law, the Committee (or any successor) may by resolution delegate any or all of its authority to one or more subcommittees composed
of one or more directors and/or officers of the Company, and any such subcommittee shall be treated as the Committee for all purposes
under this Plan. Notwithstanding the foregoing, if the Board or the Committee (or any successor) delegates to a subcommittee comprised
of one or more officers of the Company (who are not also directors) the authority to grant Awards, the resolution so authorizing
such subcommittee shall specify the total number of shares of Common Stock such subcommittee may award pursuant to such delegated
authority, and no such subcommittee shall designate any officer serving thereon or any officer (within the meaning of Section
16 of the Act) or non-employee director of the Company as a recipient of any Awards granted under such delegated authority. The
Committee hereby delegates to and designates the Chief Human Resources Officer of the Company (or such other officer with similar
authority), and to his or her delegates or designees, the authority to assist the Committee in the day-to-day administration of
the Plan and of Awards granted under the Plan, including those powers set forth in Section 6(b)(iv) through (ix)
and to execute Award Agreements or other documents entered into under this Plan on behalf of the Committee or the Company. The
Committee may further designate and delegate to one or more additional officers or employees of the Company or any Subsidiary,
and/or one or more agents, authority to assist the Committee in any or all aspects of the day-to-day administration of the Plan
and/or of Awards granted under the Plan.


 


(b)          Powers of Committee. Subject to the express provisions of this Plan, the Committee shall be authorized and empowered to
do all things that it determines to be necessary or appropriate in connection with the administration of this Plan, including:





 



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(i)        to prescribe, amend and rescind rules and regulations relating to this Plan and to define terms not otherwise defined herein;


 


(ii)       to determine which Persons are Eligible Persons, to which of such Eligible Persons, if any, Awards shall be granted hereunder
and the timing of any such Awards;


 


(iii)      to prescribe and amend the terms of the Award Agreements, to grant Awards and determine the terms and conditions thereof;


 


(iv)      to establish and verify the extent of satisfaction of any performance goals or other conditions applicable to the grant, issuance,
retention, vesting, exercisability or settlement of any Award;


 


(v)       to prescribe and amend the terms of or form of any document or notice required to be delivered to the Company by Participants
under this Plan;


 


(vi)      to determine the extent to which adjustments are required pursuant to Section 16;


 


(vii)     to interpret and construe this Plan, any rules and regulations under this Plan and the terms and conditions of any Award granted
hereunder, and to make exceptions to any such provisions if the Committee, in good faith, determines that it is appropriate to
do so;


 


(viii)    to approve corrections in the documentation or administration of any Award; and


 


(ix)       to make all other determinations deemed necessary or advisable for the administration of this Plan.


 


Notwithstanding
anything in this Plan to the contrary, with respect to any Award that is “deferred compensation” under Section 409A
of the Code, the Committee shall exercise its discretion in a manner that causes such Awards to be compliant with or exempt from
the requirements of Section 409A of the Code. Without limiting the foregoing, unless expressly agreed to in writing by the Participant
holding such Award, the Committee shall not take any action with respect to any Award which constitutes (x) a modification of
a stock right within the meaning of Treas. Reg. § 1.409A-1(b)(5)(v)(B) so as to constitute the grant of a new stock right,
(y) an extension of a stock right, including the addition of a feature for the deferral of compensation within the meaning of
Treas. Reg. § 1.409A-1 (b)(5)(v)(C), or (z) an impermissible acceleration of a payment date or a subsequent deferral of a
stock right subject to Section 409A of the Code within the meaning of Treas. Reg. § 1.409A-1(b)(5)(v)(E).


 


The
Committee may, in its sole and absolute discretion, without amendment to the Plan but subject to the limitations otherwise set
forth in Section 20, waive or amend the operation of Plan provisions respecting exercise after Termination of Employment.
The Committee or any member thereof may, in its sole and absolute discretion, except as otherwise provided in Section 20,
waive, settle or adjust any of the terms of any Award so as to avoid unanticipated consequences or address unanticipated events
(including any temporary closure of an applicable stock exchange, disruption of communications or natural catastrophe).





 



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(c)          Determinations by the Committee. All decisions, determinations and interpretations by the Committee regarding the Plan,
any rules and regulations under the Plan and the terms and conditions of, or operation of, any Award granted hereunder, shall
be final and binding on all Participants, beneficiaries, heirs, assigns or other persons holding or claiming rights under the
Plan or any Award. The Committee shall consider such factors as it deems relevant, in its sole and absolute discretion, to making
such decisions, determinations and interpretations, including the recommendations or advice of any officer or other employee of
the Company and such attorneys, consultants and accountants as it may select. Members of the Board and members of the Committee
acting under the Plan shall be fully protected in relying in good faith upon the advice of counsel and shall incur no liability
except for as a result of gross negligence or willful misconduct in the performance of their duties.


 


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


 


		7.	Plan
                                         Awards



 


(a)          Terms Set Forth in Award Agreement. Awards may be granted to Eligible Persons as determined by the Committee at any time
and from time to time prior to the termination of the Plan. The terms and conditions of each Award shall be set forth in an Award
Agreement in a form approved by the Committee for such Award, which Award Agreement may contain such terms and conditions as specified
from time to time by the Committee, provided such terms and conditions do not conflict with the Plan. The Award Agreement for
any Award (other than Restricted Stock Awards) shall include the time or times at or within which and the consideration, if any,
for which any shares of Common Stock or cash, as applicable, may be acquired from the Company. The terms of Awards may vary among
Participants, and the Plan does not impose upon the Committee any requirement to make Awards subject to uniform terms. Accordingly,
the terms of individual Award Agreements may vary.


 


(b)          Termination of Employment. Subject to the express provisions of the Plan, the Committee shall specify before, at, or after
the time of grant of an Award the provisions governing the effect(s) upon an Award of a Participant’s Termination of Employment.


 


(c)          Rights of a Stockholder. Except as otherwise set forth in the applicable Award Agreement, a Participant shall have no rights
as a stockholder (including voting rights) with respect to shares of Common Stock covered by an Award, other than Restricted Stock,
until the date the Participant becomes the holder of record of such shares of Common Stock. No adjustment shall be made for dividends
or other rights for which the record date is prior to such date, except as provided in Sections 10(b), 11(b) or
16 of this Plan or as otherwise provided by the Committee.





 



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(d)          No Fractional Shares. No fractional shares of Common Stock shall be issued pursuant to an Award or in settlement thereof.


 


		8.	Options



 


(a)          Grant, Term and Price. The grant, issuance, retention, vesting and/or settlement of any Option shall occur at such time
and be subject to such terms and conditions as determined by the Committee or under criteria established by the Committee, which
may include conditions based on continued employment or engagement, passage of time, attainment of age and/or service requirements,
and/or satisfaction of performance conditions. The term of an Option shall in no event be greater than 10 years; provided, however,
the term of an Option (other than an Incentive Stock Option) shall be automatically extended if, at the time of its scheduled
expiration, the Participant holding such Option is prohibited by law or the Company’s insider trading policy from exercising
the Option, which extension shall expire on the 30th day following the date such prohibition no longer applies. The Committee
will establish the price at which Common Stock may be purchased upon exercise of an Option, which in no event will be less than
the Fair Market Value of such shares on the date of grant; provided, however, that the exercise price per share of Common Stock
with respect to an Option that is granted as a Substitute Award may be less than the Fair Market Value of the shares of Common
Stock on the date such Option is granted if such exercise price is based on a formula set forth in the terms of the options held
by such optionees or in the terms of the agreement providing for such merger or other acquisition that satisfies the requirements
of (i) Section 409A of the Code, if such options held by such optionees are not intended to qualify as “incentive stock
options” within the meaning of Section 422 of the Code, and (ii) Section 424(a) of the Code, if such options held by such
optionees are intended to qualify as “incentive stock options” within the meaning of Section 422 of the Code. The
exercise price of any Option may be paid in cash or such other method as determined by the Committee, including an irrevocable
commitment by a broker to pay over such amount from a sale of the shares of Common Stock issuable under an Option, the delivery
of previously owned shares of Common Stock or withholding of shares of Common Stock otherwise deliverable upon exercise.


 


(b)          No Repricing without Stockholder Approval. Other than in connection with a change in the Company’s capitalization
(as described in Section 16), the Committee shall not, without stockholder approval, reduce the exercise price of a previously
awarded Option, and at any time when the exercise price of a previously awarded Option is above the Fair Market Value of a share
of Common Stock, the Committee shall not, without stockholder approval, cancel and re-grant or exchange such Option for cash or
a new Award with a lower (or no) exercise price.


 


(c)          No Reload Grants. Options shall not be granted under the Plan in consideration for, and shall not be conditioned upon the
delivery of, shares of Common Stock to the Company in payment of the exercise price and/or tax withholding obligation under any
other employee stock option.





 



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(d)          Incentive Stock Options. Notwithstanding anything to the contrary in this Section 8, in the case of the grant of
an Incentive Stock Option, if the Participant owns stock possessing more than 10% of the combined voting power of all classes
of stock of the Company, the exercise price of such Option must be at least 110% of the Fair Market Value of the shares of Common
Stock on the date of grant and the Option must expire within a period of not more than five years from the date of grant. Notwithstanding
anything in this Section 8 to the contrary, Options designated as Incentive Stock Options shall not be eligible for treatment
under the Code as Incentive Stock Options (and will be deemed to be Nonqualified Stock Options) to the extent that either (i)
the aggregate Fair Market Value of shares of Common Stock (determined as of the time of grant) with respect to which such Options
are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and any Subsidiary)
exceeds $100,000, taking Options into account in the order in which they were granted, or (ii) such Options otherwise remain exercisable
but are not exercised within three months (or such other period of time provided in Section 422 of the Code) of separation of
service (as determined in accordance with Section 3401(c) of the Code and the regulations promulgated thereunder).


 


(e)          No Stockholder Rights. Participants shall have no voting rights and will have no rights to receive dividends or Dividend
Equivalents in respect of an Option or any shares of Common Stock subject to an Option until the Participant has become the holder
of record of such shares.


 


		9.	Stock
                                         Appreciation Rights



 


(a)          General Terms. The grant, issuance, retention, vesting and/or settlement of any Stock Appreciation Right shall occur at
such time and be subject to such terms and conditions as determined by the Committee or under criteria established by the Committee,
which may include conditions based on continued employment or engagement, passage of time, attainment of age and/or service requirements,
and/or satisfaction of performance conditions. The term of Stock Appreciation Right shall in no event be greater than 10 years;
provided, however, the term of an Stock Appreciation Right shall be automatically extended if, at the time of its scheduled expiration,
the Participant holding such Stock Appreciation Right is prohibited by law or the Company’s insider trading policy from
exercising the Stock Appreciation Right which extension shall expire on the 30th day following the date such prohibition no longer
applies. Stock Appreciation Rights may be granted to Participants from time to time either in tandem with or as a component of
Options granted under the Plan (“tandem SARs”) or not in conjunction with other Awards (“freestanding
SARs”). Upon exercise of a tandem SAR as to some or all of the shares covered by the grant, the related Option shall
be canceled automatically to the extent of the number of shares covered by such exercise. Conversely, if the related Option is
exercised as to some or all of the shares covered by the grant, the related tandem SAR, if any, shall be canceled automatically
to the extent of the number of shares covered by the Option exercise. Any Stock Appreciation Right granted in tandem with an Option
may be granted at the same time such Option is granted or at any time thereafter before exercise or expiration of such Option,
provided that the Fair Market Value of Common Stock on the date of the SAR’s grant is not greater than the exercise price
of the related Option. All freestanding SARs shall be granted subject to the same terms and conditions applicable to Options as
set forth in Section 8 and all tandem SARs shall have the same exercise price as the Option to which they relate. Subject
to the provisions of Section 8 and the immediately preceding sentence, the Committee may impose such other conditions or
restrictions on any Stock Appreciation Right as it shall deem appropriate. Stock Appreciation Rights may be settled in Common
Stock, cash, Restricted Stock or a combination thereof, as determined by the Committee and set forth in the applicable Award Agreement.





 



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(b)          No Repricing without Stockholder Approval. Other than in connection with a change in the Company’s capitalization
(as described in Section 16), the Committee shall not, without stockholder approval, reduce the exercise price of a previously
awarded Stock Appreciation Right, and at any time when the exercise price of a previously awarded Stock Appreciation Right is
above the Fair Market Value of a share of Common Stock, the Committee shall not, without stockholder approval, cancel and re-grant
or exchange such Stock Appreciation Right for cash or a new Award with a lower (or no) exercise price.


 


(c)          No Stockholder Rights. Participants shall have no voting rights and will have no rights to receive dividends or Dividend
Equivalents in respect of an Award of Stock Appreciation Rights or any shares of Common Stock subject to an Award of Stock Appreciation
Rights until the Participant has become the holder of record of such shares.


 


		10.	Restricted
                                         Stock and Restricted Stock Units



 


(a)          Vesting and Performance Criteria. The grant, issuance, vesting and/or settlement of any Award of Restricted Stock or Restricted
Stock Units shall occur at such time and be subject to such terms and conditions as determined by the Committee or under criteria
established by the Committee, which may include conditions based on continued employment or engagement, passage of time, attainment
of age and/or service requirements, and/or satisfaction of performance conditions. In addition, the Committee shall have the right
to grant Restricted Stock or Restricted Stock Unit Awards as the form of payment for grants or rights earned or due under other
stockholder-approved compensation plans or arrangements of the Company.


 


(b)          Dividends and Distributions. Participants in whose name Restricted Stock is granted shall be entitled to receive all dividends
and other distributions paid with respect to those shares of Common Stock, unless determined otherwise by the Committee. The Committee
will determine whether any such dividends or distributions will be automatically reinvested in additional shares of Restricted
Stock and/or subject to the same restrictions on transferability and vesting conditions as the Restricted Stock with respect to
which they were distributed or whether such dividends or distributions will be paid in cash. Shares underlying Restricted Stock
Units shall be entitled to dividends or distributions only to the extent provided by the Committee.


 


		11.	Other
                                         Stock-Based Awards



 


(a)          General Terms. The Committee is authorized, subject to limitations under applicable law, to grant to Eligible Persons such
other Awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related
to, Common Stock, as deemed by the Committee to be consistent with the purposes of the Plan. The Committee shall determine the
terms and conditions of such Other Stock-Based Awards. Common Stock delivered pursuant to an Other Stock-Based Award in the nature
of a purchase right granted under this Section 11 shall be purchased for such consideration, paid for at such times, by
such methods, and in such forms, including cash, Common Stock, other Awards, or other property, as the Committee shall determine.





 



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(b)          Dividends and Distributions. Shares underlying Other Stock-Based Awards shall be entitled to dividends or distributions
only to the extent provided by the Committee.


 


		12.	Incentive
                                         Bonuses



 


(a)          Performance Criteria. The Committee shall establish the performance criteria and level of achievement versus such criteria
that shall determine the amount payable under an Incentive Bonus, which may include a target, threshold and/or maximum amount
payable and any formula for determining such achievement, and which criteria may be based on performance conditions.


 


(b)          Timing and Form of Payment. The Committee shall determine the timing of payment of any Incentive Bonus. Payment of the
amount due under an Incentive Bonus may be made in cash or in Common Stock, as determined by the Committee.


 


(c)          Discretionary Adjustments. Notwithstanding satisfaction of any performance goals and, the amount paid under an Incentive
Bonus on account of either corporate performance or personal performance evaluations may be adjusted by the Committee on the basis
of such further considerations as the Committee shall determine.


 


		13.	Performance
                                         Awards



 


The
Committee may establish performance criteria and level of achievement versus such criteria that shall determine the number of
shares of Common Stock, Restricted Stock Units, or cash to be granted, retained, vested, issued or issuable under or in settlement
of or the amount payable pursuant to an Award (any such Award, a “Performance Award”). A Performance
Award may be identified as “Performance Share,” “Performance Equity,” “Performance Unit” or
other such term as chosen by the Committee.


 


		14.	Deferral
                                         of Payment



 


The
Committee may, in an Award Agreement or otherwise, provide for the deferred delivery of Common Stock or cash upon vesting or other
events with respect to Restricted Stock Units, Other Stock-Based Awards or in payment or satisfaction of an Incentive Bonus. Notwithstanding
anything herein to the contrary, in no event will any election to defer the delivery of Common Stock or any other payment with
respect to any Award be allowed if the Committee determines, in its sole discretion, that the deferral would result in the imposition
of the additional tax under Section 409A(a)(1)(B) of the Code. No Award shall provide for deferral of compensation that does not
comply with Section 409A of the Code. The Company, any Subsidiary or Affiliate which is in existence or hereafter comes into existence,
the Board and the Committee shall have no liability to a Participant, or any other party, if an Award that is intended to be exempt
from, or compliant with, Section 409A of the Code is not so exempt or compliant or for any action taken by the Board or the Committee
in respect thereof.





 



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		15.	Conditions
                                         and Restrictions Upon Securities Subject to Awards



 


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


 


		16.	Adjustment
                                         of and Changes in the Stock



 


(a)          The number and kind of shares of Common Stock available for issuance under this Plan (including under any Awards then outstanding),
and the number and kind of shares of Common Stock subject to the limits set forth in Section 5, shall be equitably adjusted
by the Committee to reflect any reorganization, reclassification, combination of shares, stock split, reverse stock split, spin-off,
dividend or distribution of securities, property or cash (other than regular, quarterly cash dividends), or any other event or
transaction that affects the number or kind of shares of Common Stock outstanding. Such adjustment may be designed to comply with
Section 424 of the Code or may be designed to treat the shares of Common Stock available under the Plan and subject to Awards
as if they were all outstanding on the record date for such event or transaction or to increase the number of such shares of Common
Stock to reflect a deemed reinvestment in shares of Common Stock of the amount distributed to the Company’s securityholders.
The terms of any outstanding Award shall also be equitably adjusted by the Committee as to price, number or kind of shares of
Common Stock subject to such Award, vesting, performance criteria, and other terms to reflect the foregoing events, which adjustments
need not be uniform as between different Awards or different types of Awards. No fractional shares of Common Stock shall be issued
or issuable pursuant to such an adjustment.


 


(b)          In the event there shall be any other change in the number or kind of outstanding shares of Common Stock, or any stock or other
securities into which such Common Stock shall have been changed, or for which it shall have been exchanged, by reason of a Change
in Control, other merger, consolidation or otherwise, then the Committee shall determine the appropriate and equitable adjustment
to be effected, which adjustments need not be uniform between different Awards or different types of Awards. In addition, in the
event of such change described in this paragraph, the Committee may accelerate the time or times at which any Award may be exercised,
consistent with and as otherwise permitted under Section 409A of the Code, and may provide for cancellation of such accelerated
Awards that are not exercised within a time prescribed by the Committee in its sole discretion.





 



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(c)          Unless otherwise expressly provided in the Award Agreement or another contract, including an employment, offer, services or severance
agreement or letter, or under the terms of a transaction constituting a Change in Control, the Committee may provide that any
or all of the following shall occur upon a Participant’s Termination of Employment without Cause within 24 months following
a Change in Control: (i) in the case of an Option or Stock Appreciation Right, the Participant shall have the ability to exercise
any portion of the Option or Stock Appreciation Right not previously exercisable, (ii) in the case of any Award the vesting of
which is in whole or in part subject to performance criteria or an Incentive Bonus, all conditions to the grant, issuance, retention,
vesting or transferability of, or any other restrictions applicable to, such Award shall immediately lapse and the Participant
shall have the right to receive a payment based on target level achievement or actual performance through a date determined by
the Committee, and (iii) in the case of outstanding Restricted Stock, Restricted Stock Units or Other Stock-Based Awards (other
than those referenced in subsection (ii)), all conditions to the grant, issuance, retention, vesting or transferability of, or
any other restrictions applicable to, such Award shall immediately lapse. Notwithstanding anything herein to the contrary, in
the event of a Change in Control in which the acquiring or surviving company in the transaction does not assume or continue outstanding
Awards or issue substitute awards upon the Change in Control, immediately prior to the Change in Control, all Awards that are
not assumed, continued or substituted for shall be treated as follows effective immediately prior to the Change in Control: (A)
in the case of an Option or Stock Appreciation Right, the Participant shall have the ability to exercise such Option or Stock
Appreciation Right, including any portion of the Option or Stock Appreciation Right not previously exercisable, (B) in the case
of any Award the vesting of which is in whole or in part subject to performance criteria or an Incentive Bonus, all conditions
to the grant, issuance, retention, vesting or transferability of, or any other restrictions applicable to, such Award shall immediately
lapse and the Participant shall have the right to receive a payment based on target level achievement or actual performance through
a date determined by the Committee, as determined by the Committee, and (C) in the case of outstanding Restricted Stock, Restricted
Stock Units or Other Stock-Based Awards (other than those referenced in subsection (B)), all conditions to the grant, issuance,
retention, vesting or transferability of, or any other restrictions applicable to, such Award shall immediately lapse. In no event
shall any action be taken pursuant to this Section 16(c) that would change the payment or settlement date of an Award in
a manner that would result in the imposition of any additional taxes or penalties pursuant to Section 409A of the Code.


 


(d)          Notwithstanding anything in this Section 16 to the contrary, in the event of a Change in Control, the Committee may provide
for the cancellation and cash settlement of all outstanding Awards upon such Change in Control (including the cancellation for
no consideration of any Option or Stock Appreciation Right with an exercise price that equals or exceeds the per share consideration
in such transaction).


 


(e)          Notwithstanding anything in this Section 16 to the contrary, an adjustment to an Option or Stock Appreciation Right under
this Section 16 shall be made in a manner that will not result in the grant of a new Option or Stock Appreciation Right
under Section 409A of the Code.





 



15 










 



		17.	Transferability



 


Each
Award may not be sold, transferred for value, pledged, assigned, or otherwise alienated or hypothecated by a Participant other
than by will or the laws of descent and distribution, and each Option or Stock Appreciation Right shall be exercisable only by
the Participant during his or her lifetime. Notwithstanding the foregoing, (a) outstanding Options may be exercised following
the Participant’s death by the Participant’s beneficiaries or as permitted by the Committee and (b) as permitted by
the Committee, a Participant may transfer or assign an Award as a gift to any “family member” (as such term is defined
for purposes of the Registration Statement on Form S-8) (an “Assignee Entity”), provided that such Assignee
Entity shall be entitled to exercise assigned Options and Stock Appreciation Rights only during the lifetime of the assigning
Participant (or following the assigning Participant’s death, by the Participant’s beneficiaries or as otherwise permitted
by the Committee) and provided further that such Assignee Entity shall not further sell, pledge, transfer, assign or otherwise
alienate or hypothecate such Award.


 


		18.	Compliance
                                         with Laws and Regulations



 


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


 


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





 



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		19.	Withholding



 


To
the extent required by applicable federal, state, local or foreign law, the Committee may, and/or a Participant shall, make arrangements
satisfactory to the Company for the satisfaction of any withholding tax obligations that arise with respect to any Award or the
issuance or sale of any shares of Common Stock. The Company shall not be required to recognize any Participant rights under an
Award, to issue shares of Common Stock or to recognize the disposition of such shares of Common Stock until such obligations are
satisfied. To the extent permitted or required by the Committee, these obligations may or shall be satisfied by the Company withholding
cash from any compensation otherwise payable to or for the benefit of a Participant, the Company withholding a portion of the
shares of Common Stock that otherwise would be issued to a Participant under such Award or any other Award held by the Participant,
or by the Participant tendering to the Company cash or, if allowed by the Committee, shares of Common Stock.


 


		20.	Amendment
                                         of the Plan or Awards



 


The
Board may amend, alter, suspend or terminate this Plan, and the Committee may amend or alter any Award Agreement or other document
evidencing an Award made under this Plan; however, except as provided pursuant to the provisions of Section 16, no such
amendment shall, without the approval of the stockholders of the Company:


 


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


 


(b)          reduce the price at which Options may be granted below the price provided for in Section 8(a);


 


(c)          reprice outstanding Options or SARs as described in Sections 8(b) and 9(b);


 


(d)          extend the term of this Plan;


 


(e)          change the class of Persons eligible to be Participants;


 


(f)           increase the individual maximum limits in Section 5(e); or


 


(g)          otherwise amend the Plan in any manner requiring stockholder approval by law or the rules of any stock exchange or market or quotation
system on which the Common Stock is traded, listed or quoted.


 


No
amendment or alteration to the Plan or an Award or Award Agreement shall be made which would materially impair the rights of the
holder of an Award without such holder’s consent; provided that no such consent shall be required if the Committee determines
in its sole discretion and prior to the date of any Change in Control that such amendment or alteration either (i) is required
or advisable in order for the Company, the Plan or the Award to satisfy any law or regulation or to meet the requirements of,
or avoid adverse financial accounting consequences under, any accounting standard, or (ii) is not reasonably likely to significantly
diminish the benefits provided under such Award, or that any such diminishment has been adequately compensated.





 



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		21.	No
                                         Liability of Company



 


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


 


		22.	Non-Exclusivity
                                         of Plan



 


Neither
the adoption of this Plan by the Board nor the submission of this Plan to the stockholders of the Company for approval shall be
construed as creating any limitations on the power of the Board or the Committee to adopt such other incentive arrangements as
either may deem desirable, including the granting of equity awards otherwise than under this Plan, and such arrangements may be
either generally applicable or applicable only in specific cases.


 


		23.	Governing
                                         Law



 


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


 


		24.	No
                                         Right to Employment, Reelection or Continued Service



 


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


 


		25.	Specified
                                         Employee Delay



 


To
the extent any payment under this Plan is considered deferred compensation subject to the restrictions contained in Section 409A
of the Code, such payment may not be made to a specified employee (as determined in accordance with a uniform policy adopted by
the Company with respect to all arrangements subject to Section 409A of the Code) upon Separation from Service before the date
that is six months after the specified employee’s Separation form Service (or, if earlier, the specified employee’s
death). Any payment that would otherwise be made during this period of delay shall be accumulated and paid on the sixth month
plus one day following the specified employee’s Separation from Service (or, if earlier, as soon as administratively practicable
after the specified employee’s death).





 



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		26.	No
                                         Liability of Committee Members



 


No
member of the Committee shall be personally liable by reason of any contract or other instrument executed by such member or on
his or her behalf in his or her capacity as a member of the Committee nor for any mistake of judgment made in good faith, and
the Company shall indemnify and hold harmless each member of the Committee and each other employee, officer or director of the
Company to whom any duty or power relating to the administration or interpretation of the Plan may be allocated or delegated,
against any cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim) arising out
of any act or omission to act in connection with the Plan, unless arising out of such Person’s own fraud or willful bad
faith; provided, however, that approval of the Board shall be required for the payment of any amount in settlement of a claim
against any such Person. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification
to which such Persons may be entitled under the Company’s Certificate of Incorporation and Bylaws (as each may be amended
from time to time), as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.


 


		27.	Severability



 


If
any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction
or as to any Person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such
provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended
without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall
be stricken as to such jurisdiction, Person or Award, and the remainder of the Plan and any such Award shall remain in full force
and effect.


 


		28.	Unfunded
                                         Plan



 


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


 


		29.	Clawback/Recoupment



 


Awards
granted under this Plan will be subject to recoupment in accordance with any clawback policy that the Company adopts or is required
to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities
are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law.
In addition, the Committee may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Committee
determines necessary or appropriate, including a reacquisition right in respect of previously acquired shares of Common Stock
or other cash or property upon the occurrence of misconduct. No recovery of compensation under such a clawback policy will be
an event giving rise to a right to resign for “good reason” or be deemed a “constructive termination”
(or any similar term) as such terms are used in any agreement between any Participant and the Company.





 



19 










 



		30.	Beneficiary
                                         Designation



 


Participants
may designate beneficiaries with respect to Awards under the Plan in accordance with the procedures determined by the Committee.
In the absence of a beneficiary designation, a Participant’s estate will be the deemed beneficiary.


 


		31.	Interpretation



 


Headings
are given to the Sections and subsections of the Plan solely as a convenience to facilitate reference and shall not be deemed
in any way material or relevant to the construction or interpretation of the Plan or any provision thereof. Words in the masculine
gender shall include the feminine gender, and where appropriate, the plural shall include the singular and the singular shall
include the plural. The use herein of the word “including” following any general statement, term or matter shall not
be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word
or to similar items or matters, whether or not non-limiting language (such as “without limitation”, “but not
limited to”, or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other
items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter. References
herein to any agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented
and modified from time to time to the extent permitted by the provisions thereof and not prohibited by the Plan.


 


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