Exhibit 4.2


 


iPic
Entertainment Inc.


2017 EQUITY INCENTIVE PLAN


(Adopted as of December 21, 2017)


 


		1.	Purpose.



 


The purpose of the Plan
is to assist the Company with attracting, retaining, incentivizing and motivating officers and employees, consultants to, and non-employee
directors providing services to the Company and its Subsidiaries and to promote the success of the Company’s business by
providing such participating individuals with a proprietary interest in the performance of the Company. The Company believes that
this incentive program will cause participating officers, employees, consultants and non-employee directors to increase their interest
in the welfare of the Company and its Subsidiaries and to align those interests with those of the stockholders of the Company and
its Subsidiaries.


 


		2.	Definitions.



 


For purposes of the Plan:


 


2.1.         “Adjustment
Event” shall have the meaning ascribed to such term in Section 12.1.


 


2.2.         “Award”
means, individually or collectively, a grant of an Option, Restricted Stock, a Restricted Stock Unit, a Stock Appreciation Right,
a Performance Award, a Dividend Equivalent Right, a Share Award or any or all of them.


 


2.3.         “Award
Agreement” means a written or electronic agreement between the Company and a Participant evidencing the grant of an Award
and setting forth the terms and conditions thereof.


 


2.4.         “Base
Price” shall have the meaning ascribed to such term in Section 6.4.


 


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


 


2.6.         “Cause”
shall mean (a) if a Participant is a party to an employment or a severance agreement with the Company or one of the Subsidiaries
in which “Cause” is defined, the occurrence of any circumstances defined as “Cause” in such employment
or severance agreement, or (b) if a Participant is not a party to an employment or severance agreement with the Company or one
of the Subsidiaries in which “Cause” is defined, (i) the Participant’s indictment for, or conviction or entry
of a plea of guilty or nolo contendere to (A) any felony or (B) any crime (whether or not a felony) involving moral turpitude,
fraud, theft, breach of trust or other similar acts, whether under the laws of the United States or any state thereof or any similar
foreign law to which the Participant may be subject, (ii) the Participant’s being or having been engaged in conduct constituting
breach of fiduciary duty, willful misconduct or gross negligence relating to the Company or any of the Subsidiaries or the performance
of the Participant’s duties, (iii) the Participant’s willful failure to (A) follow a reasonable and lawful directive
of the Company or of the Subsidiary at which he or she is employed or provides services, or the Board or (B) comply with any written
rules, regulations, policies or procedures of the Company or a Subsidiary at which he or she is employed which, if not complied
with, would reasonably be expected to have an adverse effect (other than a de minimis adverse effect) on the business or financial
condition of the Company, (iv) the Participant’s violation of his or her employment, separation or similar agreement with
the Company or any non-disclosure, non-solicitation or non-competition covenant in any other agreement to which the Participant
is subject, (v) the Participant’s deliberate and continued failure to perform his or her material duties to the Company or
any of its Subsidiaries or (vi) the Participant’s violation of the Company’s code of business conduct and ethics or
similar policy, as it may be amended from time to time.


 






     

     


    

 


2.7.          “Change
in Control” means the occurrence of any of the following:


 


(a)       An
acquisition (other than directly from the Company) of any voting securities of the Company (the “Voting Securities”)
by any Person, immediately after which such Person first acquires “Beneficial Ownership” (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of fifty percent (50%) or more of the combined voting power of the Company’s then-outstanding
Voting Securities; provided, however, that in determining whether a Change in Control has occurred pursuant to this Section
2.7(a), the acquisition of Voting Securities in a Non-Control Acquisition (as hereinafter defined) shall not constitute a Change
in Control. A “Non-Control Acquisition” shall mean an acquisition by (i) an employee benefit plan (or a trust
forming a part thereof) maintained by (A) the Company or (B) any corporation or other Person the majority of the voting power,
voting equity securities or equity interest of which is owned, directly or indirectly, by the Company (for purposes of this definition,
a “Related Entity”), (ii) the Company or any Related Entity or (iii) any Person in connection with a Non-Control
Transaction (as hereinafter defined);


 


(b)       The
individuals who, as of the Effective Date are members of the Board (the “Incumbent Board”), cease for any reason
to constitute at least a majority of the members of the Board; provided, however, that if the election, or nomination for
election by the Company’s common stockholders, of any new director was approved by a vote of at least two-thirds of the Incumbent
Board, such new director shall, for purposes of this Plan, be considered as a member of the Incumbent Board; provided further,
however, that no individual shall be considered a member of the Incumbent Board if such individual initially assumed office
as a result of either an actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board
(a “Proxy Contest”) including by reason of any agreement intended to avoid or settle any Proxy Contest;


 


(c)       The
consummation of:


 


(i)       A
merger, consolidation or reorganization (x) with or into the Company or (y) in which securities of the Company are issued
(a “Merger”), unless such Merger is a Non-Control Transaction. A “Non-Control Transaction”
shall mean a Merger in which:


 


(A)       the
stockholders of the Company immediately before such Merger own directly or indirectly immediately following such Merger at least
a majority of the combined voting power of the outstanding voting securities of (1) the corporation resulting from such Merger
(the “Surviving Corporation”), if fifty percent (50%) or more of the combined voting power of the then outstanding
voting securities of the Surviving Corporation is not Beneficially Owned, directly or indirectly, by another Person (a “Parent
Corporation”), or (2) if there is one or more than one Parent Corporation, the ultimate Parent Corporation;


 






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(B)       the
individuals who were members of the Board immediately prior to the execution of the agreement providing for such Merger constitute
at least a majority of the members of the board of directors of (1) the Surviving Corporation, if there is no Parent Corporation,
or (2) if there is one or more than one Parent Corporation, the ultimate Parent Corporation; and


 


(C)       no
Person other than (1) the Company or another corporation that is a party to the agreement of Merger, (2) any Related Entity, (3) any
employee benefit plan (or any trust forming a part thereof) that, immediately prior to the Merger, was maintained by the Company
or any Related Entity or (4) any Person who, immediately prior to the Merger, had Beneficial Ownership of Voting Securities representing
more than fifty percent (50%) of the combined voting power of the Company’s then-outstanding Voting Securities, has Beneficial
Ownership, directly or indirectly, of fifty percent (50%) or more of the combined voting power of the outstanding voting securities
of (x) the Surviving Corporation, if there is no Parent Corporation, or (y) if there is one or more than one Parent Corporation,
the ultimate Parent Corporation;


 


(ii)       A
complete liquidation or dissolution of the Company; or


 


(iii)       The
sale or other disposition of all or substantially all of the assets of the Company and its Subsidiaries taken as a whole to any
Person (other than (x) a transfer to a Related Entity or (y) the distribution to the Company’s stockholders of the stock
of a Related Entity or any other assets).


 


Notwithstanding the foregoing, a Change
in Control shall not be deemed to occur solely because any Person (the “Subject Person”) acquired Beneficial
Ownership of more than the permitted amount of the then outstanding Voting Securities as a result of the acquisition of Voting
Securities by the Company which, by reducing the number of Voting Securities then outstanding, increases the proportional number
of shares Beneficially Owned by the Subject Person; provided that if a Change in Control would occur (but for the operation
of this sentence) as a result of the acquisition of Voting Securities by the Company and, after such acquisition by the Company,
the Subject Person becomes the Beneficial Owner of any additional Voting Securities and such Beneficial Ownership increases the
percentage of the then outstanding Voting Securities Beneficially Owned by the Subject Person, then a Change in Control shall occur.


 


2.8.         “Code”
means the Internal Revenue Code of 1986, as amended.


 






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2.9.         “Committee”
means the Committee which administers the Plan as provided in Section 3.


 


2.10.       “Company”
means iPic Entertainment Inc., a Delaware corporation, or any successor thereto.


 


2.11.       “Consultant”
means any consultant or advisor, other than an Employee or Director, who is a natural person and who renders services to the Company
or a Subsidiary that (a) are not in connection with the offer and sale of the Company’s securities in a capital raising transaction
and (b) do not directly or indirectly promote or maintain a market for the Company’s securities.


 


2.12.       “Corporate
Transaction” means (a) a merger, consolidation, reorganization, recapitalization or other transaction or event having
a similar effect on the Company’s capital stock or (b) a Change in Control.


 


2.13.       “Covered
Employee” means, for any Performance Cycle:


 


(a)       an
Employee who:


 


(i)       as
of the beginning of the Performance Cycle is an officer subject to Section 16 of the Exchange Act, and


 


(ii)       prior
to determining Performance Objectives for the Performance Cycle pursuant to Section 9, the Committee designates as a Covered
Employee for that Performance Cycle; provided that, if the Committee does not make the designation in clause (ii) for a
Performance Cycle, all Employees described in clause (i) shall be deemed to be Covered Employees for purposes of this Plan, and


 


(b)       
any other Employee that the Committee designates as a Covered Employee for that Performance Cycle.


 


2.14.       “Director”
means a member of the Board.


 


2.15.       “Disability”
means, with respect to a Participant, a permanent and total disability as defined in Code Section 22(e)(3). A determination of
Disability may be made by a physician selected or approved by the Committee and, in this respect, the Participant shall submit
to any reasonable examination(s) required by such physician upon request. Notwithstanding the foregoing provisions of this Section
2.15, in the event any Award is considered to be “deferred compensation” as that term is defined under Section 409A
and the terms of the Award are such that the definition of “disability” is required to comply with the requirements
of Section 409A then, in lieu of the foregoing definition, the definition of “Disability” for purposes of such Award
shall mean, with respect to a Participant, that the Participant is unable to engage in any substantial gainful activity by reason
of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last
for a continuous period of not less than twelve (12) months.


 






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2.16.       “Division”
means any of the operating units or divisions of the Company designated as a Division by the Committee.


 


2.17.       “Dividend
Equivalent Right” means a right to receive cash or Shares based on the value of dividends that are paid with respect
to Shares.


 


2.18.       “Effective
Date” means the date of the Plan’s approval by the Board, subject to the approval of the Company’s stockholders.


 


2.19.       “Eligible
Individual” means any Employee, Director or Consultant.


 


2.20.       “Employee”
means any individual performing services for the Company or a Subsidiary and designated as an employee of the Company or the Subsidiary
on its payroll records. An Employee shall not include any individual during any period he or she is classified or treated by the
Company or Subsidiary as an independent contractor, a consultant or an employee of an employment, consulting or temporary agency
or any other entity other than the Company or Subsidiary, without regard to whether such individual is subsequently determined
to have been, or is subsequently retroactively reclassified, as a common-law employee of the Company or Subsidiary during such
period. An individual shall not cease to be an Employee in the case of (i) any leave of absence approved by the Company or (ii)
transfers between locations of the Company or any Subsidiary, or between the Company and any Subsidiaries.


 


2.21.       “Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


2.22.       “Fair
Market Value” on any date means:


 


(a)       if
the Shares are listed for trading on a national securities exchange, the closing price at the close of the primary trading session
of the Shares on the date of determination on the principal national securities exchange on which the common stock is listed or
admitted to trading as officially quoted in the consolidated tape of transactions on such exchange or such other source as the
Committee deems reliable for the applicable date, or if there has been no such closing price of the Shares on such date, on the
next preceding date on which there was such a closing price;


 


(b)       if
the Shares are not listed for trading on a national securities exchange, the fair market value of the Shares as determined in good
faith by the Committee, and, if applicable, in accordance with Sections 409A and 422 of the Code.


 


2.23.       “Incentive
Stock Option” means an Option satisfying the requirements of Section 422 of the Code and designated by the Committee
as an Incentive Stock Option.


 


2.24.       “Nonemployee
Director” means a Director of the Board who is a “nonemployee director” within the meaning of Rule 16b-3
promulgated under the Exchange Act.


 


2.25.       “Nonqualified
Stock Option” means an Option which is not an Incentive Stock Option.


 






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2.26.       “Option”
means a Nonqualified Stock Option or an Incentive Stock Option.


 


2.27.       “Option
Price” means the price at which a Share may be purchased pursuant to an Option.


 


2.28.       “Parent”
means any corporation which is a “parent corporation” (within the meaning of Section 424(e) of the Code) with respect
to the Company.


 


2.29.       “Participant”
means an Eligible Individual to whom an Award has been granted under the Plan.


 


2.30.       “Performance
Awards” means Performance Share Units, Performance Units, Performance-Based Restricted Stock or any or all of them.


 


2.31.       “Performance-Based
Restricted Stock” means Shares issued or transferred to an Eligible Individual under Section 9.2.


 


2.32.       “Performance
Cycle” means the time period specified by the Committee at the time Performance Awards are granted during which the performance
of the Company, a Subsidiary or a Division will be measured.


 


2.33.       “Performance
Objectives” means the objectives set forth in Section 9.3 for the purpose of determining, either alone or together with
other conditions, the degree of payout and/or vesting of Performance Awards.


 


2.34.       “Performance
Share Units” means Performance Share Units granted to an Eligible Individual under Section 9.1(b).


 


2.35.       “Performance
Units” means Performance Units granted to an Eligible Individual under Section 9.1(a).


 


2.36.       “Person”
shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) of the
Exchange Act.


 


2.37.       
“Plan” means this iPic Entertainment Inc. 2017 Equity Incentive Plan, as amended from time to time.


 


2.38.       “Plan
Termination Date” means the date that is ten (10) years after the Effective Date, unless the Plan is earlier terminated
by the Board pursuant to Section 15 hereof.


 


2.39.       
“Restricted Stock” means Shares issued or transferred to an Eligible Individual pursuant to Section 8.1.


 


2.40.       “Restricted
Stock Units” means rights granted to an Eligible Individual under Section 8.2 representing a number of hypothetical Shares.


 






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2.41.       “SAR
Payment Amount” shall have the meaning ascribed to such term in Section 6.4.


 


2.42.       
“Section 409A” means Section 409A of Code, and all regulations, guidance, and other interpretative authority
issued thereunder.


 


2.43.       “Securities
Act” means the Securities Act of 1933, as amended.


 


2.44.       “Share
Award” means an Award of Shares granted pursuant to Section 10.


 


2.45.       “Shares”
means the common stock, par value $0.0001 per share, of the Company and any other securities into which such shares are changed
or for which such shares are exchanged.


 


2.46.       “Stock
Appreciation Right” means a right to receive all or some portion of the increase, if any, in the value of the Shares
as provided in Section 6 hereof.


 


2.47.       
“Subsidiary” means (a) except as provided in subsection (b) below, any corporation which is a subsidiary corporation
within the meaning of Section 424(f) of the Code with respect to the Company and (b) in relation to the eligibility to receive
Awards other than Incentive Stock Options and continued employment or the provision of services for purposes of Awards (unless
the Committee determines otherwise), any entity, whether or not incorporated, in which the Company directly or indirectly owns
at least twenty-five percent (25%) of the outstanding equity or other ownership interests.


 


2.48.       “Ten-Percent
Shareholder” means an Eligible Individual who, at the time an Incentive Stock Option is to be granted to him or her,
owns (within the meaning of Section 422(b)(6) of the Code) stock possessing more than ten percent (10%) of the total combined voting
power of all classes of stock of the Company, a Parent or a Subsidiary.


 


2.49.       “Termination”,
“Terminated” or “Terminates” shall mean (a) with respect to a Participant who is an Employee,
the date such Participant ceases to be employed by the Company and its Subsidiaries, for any reason whatsoever (including by reason
of death, Disability or adjudicated incompetency), (b) with respect to a Participant who is a Consultant, the date such Participant
ceases to provide services to the Company and its Subsidiaries or (c) with respect to a Participant who is a Director, the date
such Participant ceases to be a Director, in each case, for any reason whatsoever (including by reason of death, Disability or
adjudicated incompetency). Unless otherwise set forth in an Award Agreement, (a) if a Participant is both an Employee and a Director
and terminates as an Employee but remains as a Director, the Participant will be deemed to have continued in employment without
interruption and shall be deemed to have Terminated.


 






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		3.	Administration.



 


3.1.         Committee.
The Plan shall be administered by a Committee appointed by the Board. The Committee shall consist of at least two Directors of
the Board and may consist of the entire Board; provided, however, that if the Committee consists of less than the entire
Board, then, with respect to any Award granted to an Eligible Individual who is subject to Section 16 of the Exchange Act, the
Committee shall consist solely of two or more Nonemployee Directors. For purposes of the preceding sentence, if one or more members
of the Committee is not a Nonemployee Director but recuses himself or herself or abstains from voting with respect to a particular
action taken by the Committee, then the Committee, with respect to that action, shall be deemed to consist only of the members
of the Committee who have not recused themselves or abstained from voting. The acts of a majority of the total membership of the
Committee at any meeting, or the acts approved in writing by all of its members, shall be the acts of the Committee. All decisions
and determinations by the Committee in the exercise of its powers hereunder shall be final, binding and conclusive upon the Company,
its Subsidiaries, the Participants and all other Persons having any interest therein.


 


3.2.         Board
Reservation and Delegation.


 


(a)       The
Board may, in its discretion, reserve to itself or exercise any or all of the authority and responsibility of the Committee hereunder.
To the extent the Board has reserved to itself or exercises the authority and responsibility of the Committee, the Board shall
be deemed to be acting as the Committee for purposes of the Plan and references to the Committee in the Plan shall be to the Board.


 


(b)       Subject
to applicable law, the Board may delegate, in whole or in part, any of the authority of the Committee hereunder (subject to such
limits as may be determined by the Board) to any individual or committee of individuals (who need not be Directors), including
without limitation the authority to make Awards to Eligible Individuals who are not officers or directors of the Company or any
of its Subsidiaries and who are not subject to Section 16 of the Exchange Act. To the extent that the Board delegates any such
authority to make Awards as provided by this Section 3.2(b), all references in the Plan to the Committee’s authority to make
Awards and determinations with respect thereto shall be deemed to include the Board’s delegate.


 


3.3.         Committee
Powers. Subject to the express terms and conditions set forth herein, the Committee shall have all of the powers necessary
to enable it to carry out its duties under the Plan, including, without limitation, the power from time to time to:


 


(a)       determine
those Eligible Individuals to whom Awards shall be granted under the Plan and determine the number of Shares or amount of cash
in respect of which each Award is granted, prescribe the terms and conditions (which need not be identical) of each such Award,
including, (i) in the case of Options, the Option Price and the duration of the Option and (ii) in the case of Stock Appreciation
Rights, the Base Price per Share and the duration of the Stock Appreciation Right, and make any amendment or modification to any
Agreement consistent with the terms of the Plan;


 


(b)       construe
and interpret the Plan and the Awards granted hereunder, establish, amend and revoke rules, regulations and guidelines as it deems
are necessary or appropriate for the administration of the Plan, including, but not limited to, correcting any defect, supplying
any omission or reconciling any inconsistency in the Plan or in any Award Agreement in the manner and to the extent it shall
deem necessary or advisable, including so that the Plan and the operation of the Plan comply with Rule 16b-3 under the Exchange
Act, the Code to the extent applicable and other applicable law, and otherwise make the Plan fully effective;


 






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(c)       determine
the duration and purposes for leaves of absence which may be granted to a Participant on an individual basis without constituting
a Termination for purposes of the Plan;


 


(d)       cancel,
with the consent of the Participant, outstanding Awards or as otherwise permitted under the terms of the Plan;


 


(e)       exercise
its discretion with respect to the powers and rights granted to it as set forth in the Plan; and


 


(f)       generally,
exercise such powers and perform such acts as are deemed necessary or advisable to promote the best interests of the Company with
respect to the Plan.


 


3.4.       Non-Uniform
Determinations. The Committee’s determinations under the Plan need not be uniform and may be made by it selectively among
Persons who receive, or are eligible to receive, Awards (whether or not such Persons are similarly situated). Without limiting
the generality of the foregoing, the Committee shall be entitled, among other things, to make non-uniform and selective determinations,
and to enter into non-uniform and selective Award Agreements, as to the Eligible Individuals to receive Awards under the Plan and
the terms and provision of Awards under the Plan.


 


3.5.      Non-U.S. Employees.
Notwithstanding anything herein to the contrary, with respect to Participants working outside the United States, the Committee
may establish subplans, determine the terms and conditions of Awards, and make such adjustments to the terms thereof as are necessary
or advisable to fulfill the purposes of the Plan taking into account matters of local law or practice, including tax and securities
laws of jurisdictions outside the United States.


 


3.6.       Indemnification.
No member of the Committee shall be liable for any action, failure to act, determination or interpretation made in good faith with
respect to the Plan or any transaction hereunder. The Company hereby agrees to indemnify each member of the Committee for all costs
and expenses and, to the extent permitted by applicable law, any liability incurred in connection with defending against, responding
to, negotiating for the settlement of or otherwise dealing with any claim, cause of action or dispute of any kind arising in connection
with any actions in administering the Plan or in authorizing or denying authorization to any transaction hereunder.


 


3.7.       No
Repricing of Options or Stock Appreciation Rights. The Committee shall have no authority to (i) make any adjustment (other
than in connection with an Adjustment Event, a Corporate Transaction or other transaction where an adjustment is permitted or required
under the terms of the Plan) or amendment, and no such adjustment or amendment shall be made, that reduces or would have the effect
of reducing the Option Price of an Option or Base Price of a Stock Appreciation Right previously granted under the Plan, whether
through amendment, cancellation or replacement grants or other means, or (ii) cancel for cash or other consideration any Option
whose Option Price is greater than the then Fair Market Value of a Share or Stock Appreciation Right whose Base Price is greater
than the then Fair Market Value of a Share unless, in either case the Company’s stockholders shall have approved such adjustment,
amendment or cancellation.


 






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		4.	Stock Subject to the Plan; Grant Limitations.



 


4.1.       Aggregate
Number of Shares Authorized for Issuance. Subject to any adjustment as provided in the Plan, the maximum number of Shares that
may be issued pursuant to Awards granted under the Plan shall not exceed 1,600,000 Shares (subject to the automatic increases as
set forth in Section 5.2), all of which may granted as Incentive Stock Options (subject to the limitations set forth herein). The
Shares to be issued under the Plan may be, in whole or in part, authorized but unissued Shares or issued Shares which shall have
been reacquired by the Company and held by it as treasury shares.


 


4.2.       Automatic
Share Reserve Increase. The number of Shares available for issuance under the Plan will be increased on the first day of each
fiscal year beginning with the 2019 fiscal year, by a number of Shares equal to three percent (3%) of the outstanding Shares on
the last day of the immediately preceding fiscal year.


 


4.3.       Director
Awards. With respect to Awards granted to a Director, the aggregate number of Shares that may be issued pursuant to Awards
granted under the Plan in any calendar year to an individual Director may not exceed that number of Shares representing a Fair
Market Value equal to the positive difference, if any, between $300,000 and the aggregate value of any annual cash retainer paid
to the Director (excluding the value any chairperson retainer or fee and meeting fees received by a Director in respect of such
calendar year).


 


4.4.       Calculating
Shares Available. If an Award or any portion thereof that is granted under the Plan (i) expires or otherwise terminates without
all of the Shares covered by such Award having been issued or (ii) is settled in cash (i.e., the Participant receives cash rather
than Shares), such expiration, termination or settlement will not reduce (or otherwise offset) the number of Shares that may be
available for issuance under the Plan. If any Shares issued pursuant to an Award are forfeited and returned back to or reacquired
by the Company because of the failure to meet a contingency or condition required to vest such Shares in the Participant, then
the Shares that are forfeited or reacquired will again become available for issuance under the Plan. Any Shares tendered or withheld
(i) to pay the Option Price of an Option or (ii) to satisfy tax withholding obligations associated with an Award granted under
this Plan shall not become available again for issuance under this Plan.


 


		5.	Stock Options.



 


5.1.       Authority of Committee.
The Committee may grant Options to Eligible Individuals in accordance with the Plan, the terms and conditions of the grant of which
shall be set forth in an Award Agreement. Incentive Stock Options may be granted only to Eligible Individuals who are employees
of the Company or any of its Subsidiaries on the date the Incentive Stock Option is granted. Options shall be subject to the following
terms and provisions:


 






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5.2.       Option Price.
The Option Price or the manner in which the Option Price is to be determined shall be determined by the Committee and set forth
in the Award Agreement; provided, however, that the Option Price shall not be less than the greater of (i) the par value
of a Share and (ii) 100% of the Fair Market Value of a Share on the date the Option is granted (110% in the case of an Incentive
Stock Option granted to a Ten-Percent Shareholder).


 


5.3.       Maximum Duration.
Options granted hereunder shall be for such term as the Committee shall determine; provided that an Incentive Stock Option
shall not be exercisable after the expiration of ten (10) years from the date it is granted (five (5) years in the case of an Incentive
Stock Option granted to a Ten-Percent Shareholder) and a Nonqualified Stock Option shall not be exercisable after the expiration
of ten (10) years from the date it is granted; provided, further, however, that unless the Committee provides otherwise,
(i) an Option (other than an Incentive Stock Option) may, upon the death of the Participant prior to the expiration of the Option,
be exercised for up to one (1) year following the date of the Participant’s death (but in no event beyond the date on which
the Option otherwise would expire by its terms), and (ii) if, at the time an Option (other than an Incentive Stock Option) would
otherwise expire at the end of its term, the exercise of the Option is prohibited by applicable law or the Company’s insider
trading policy, the term shall be extended until thirty (30) days after the prohibition no longer applies. The Committee may, subsequent
to the granting of any Option, extend the period within which the Option may be exercised (including following a Participant’s
Termination), but in no event shall the period be extended to a date that is later than the earlier of the latest date on which
the Option could have been exercised and the 10th anniversary of the date of grant of the Option, except as otherwise provided
herein in this Section 5.3.


 


5.4.       Vesting.
The Committee shall determine and set forth in the applicable Award Agreement the time or times at which an Option shall become
vested and exercisable. To the extent not exercised, vested installments shall accumulate and be exercisable, in whole or in part,
at any time after becoming exercisable, but not later than the date the Option expires. The Committee may accelerate the exercisability
of any Option or portion thereof at any time.


 


5.5.       Limitations
on Incentive Stock Options. To the extent that the aggregate Fair Market Value (determined as of the date of the grant) of
Shares with respect to which Incentive Stock Options granted under the Plan and “incentive stock options” (within the
meaning of Section 422 of the Code) granted under all other plans of the Company or its Subsidiaries (in either case determined
without regard to this Section 5.5) are exercisable by a Participant for the first time during any calendar year exceeds $100,000,
such Incentive Stock Options shall be treated as Nonqualified Stock Options. In applying the limitation in the preceding sentence
in the case of multiple Option grants, unless otherwise required by applicable law, Options which were intended to be Incentive
Stock Options shall be treated as Nonqualified Stock Options according to the order in which they were granted such that the most
recently granted Options are first treated as Nonqualified Stock Options.


 


5.6.       Method
of Exercise. The exercise of an Option shall be made only by giving notice in the form and to the Person designated by the
Company, specifying the number of Shares to be exercised and, to the extent applicable, accompanied by payment therefor and otherwise
in accordance with the Award Agreement pursuant to which the Option was granted. The Option Price for any Shares purchased pursuant
to the exercise of an Option shall be paid in any of, or any combination of, the following forms: (a) cash or its equivalent (e.g.,
a check), (b) if permitted by the Committee, the transfer, either actually or by attestation, to the Company of Shares that have
been held by the Participant for at least six (6) months (or such lesser period as may be permitted by the Committee) prior to
the exercise of the Option, such transfer to be upon such terms and conditions as determined by the Committee, (c) through a registered
broker-dealer pursuant to such cashless exercise procedures that are, from time to time, deemed acceptable by the Committee or
(d) in the form of other property as determined by the Committee. No fractional Shares (or cash in lieu thereof) shall be issued
upon exercise of an Option and the number of Shares that may be purchased upon exercise shall be rounded down to the nearest number
of whole Shares.


 






    	 	11	 



     


    

 


5.7.       Rights
of Participants. No Participant shall be deemed for any purpose to be the owner of any Shares subject to any Option unless
and until (a) the Option shall have been exercised with respect to such Shares pursuant to the terms of the applicable Award Agreement,
(b) the Company shall have issued and delivered Shares (whether or not certificated) to the Participant, a securities broker acting
on behalf of the Participant or such other nominee of the Participant and (c) the Participant’s name, or the name of his
or her broker or other nominee, shall have been entered as a shareholder of record on the books of the Company. Thereupon, the
Participant shall have full voting, dividend and other ownership rights with respect to such Shares, subject to such terms and
conditions as may be set forth in the applicable Award Agreement.


 


5.8.       Effect
of Change in Control. Any specific terms applicable to an Option in the event of a Change in Control and not otherwise provided
in the Plan shall be set forth in the applicable Award Agreement.


 


		6.	Stock Appreciation Rights.



 


6.1.       Grant.
The Committee may grant Stock Appreciation Rights to Eligible Individuals in accordance with the Plan, the terms and conditions
of which shall be set forth in an Award Agreement. A Stock Appreciation Right may be granted (a) at any time if unrelated
to an Option or (b) if related to an Option, either at the time of grant or at any time thereafter during the term of the Option.
Awards of Stock Appreciation Rights shall be subject to the following terms and provisions.


 


6.2.       Terms;
Duration. Stock Appreciation Rights shall contain such terms and conditions as to exercisability, vesting and duration as the
Committee shall determine, but in no event shall they have a term of greater than ten (10) years; provided, however,
that unless the Committee provides otherwise, (i) a Stock Appreciation Right may, upon the death of the Participant prior to the
expiration of the Award, be exercised for up to one (1) year following the date of the Participant’s death (but in no event
beyond the date on which the Stock Appreciation Right otherwise would expire by its terms) and (ii) if, at the time a Stock Appreciation
Right would otherwise expire at the end of its term, the exercise of the Stock Appreciation Right is prohibited by applicable law
or the Company’s insider trading policy, the term shall be extended until thirty (30) days after the prohibition no longer
applies. The Committee may, subsequent to the granting of any Stock Appreciation Right, extend the period within which the Stock
Appreciation Right may be exercised (including following a Participant’s Termination), but in no event shall the period be
extended to a date that is later than the earlier of the latest date on which the Stock Appreciation Right could have been exercised
and the 10th anniversary of the date of grant of the Stock Appreciation Right, except as otherwise provided herein in this Section
6.2.


 






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6.3.       Vesting.
The Committee shall determine and set forth in the applicable Award Agreement the time or times at which a Stock Appreciation Right
shall become vested and exercisable. To the extent not exercised, vested installments shall accumulate and be exercisable, in whole
or in part, at any time after becoming exercisable, but not later than the date the Stock Appreciation Right expires. The Committee
may accelerate the exercisability of any Stock Appreciation Right or portion thereof at any time.


 


6.4.       Amount
Payable. Upon exercise of a Stock Appreciation Right, the Participant shall be entitled to receive an amount determined by
multiplying (i) the excess of the Fair Market Value of a Share on the last business day preceding the date of exercise of such
Stock Appreciation Right over the Fair Market Value of a Share on the date the Stock Appreciation Right was granted (the “Base
Price”) by (ii) the number of Shares as to which the Stock Appreciation Right is being exercised (the “SAR Payment
Amount”). Notwithstanding the foregoing, the Committee may limit in any manner the amount payable with respect to any
Stock Appreciation Right by including such a limit in the Award Agreement evidencing the Stock Appreciation Right at the time it
is granted.


 


6.5.       Method
of Exercise. Stock Appreciation Rights shall be exercised by a Participant only by giving notice in the form and to the Person
designated by the Company, specifying the number of Shares with respect to which the Stock Appreciation Right is being exercised.


 


6.6.       Form
of Payment. Payment of the SAR Payment Amount may be made in the discretion of the Committee solely in whole Shares having
an aggregate Fair Market Value equal to the SAR Payment Amount, solely in cash or in a combination of cash and Shares. If the Committee
decides to make full payment in Shares and the amount payable results in a fractional Share, payment shall be rounded down to the
nearest whole Share.


 


6.7.       Effect
of Change in Control. Any specific terms applicable to a Stock Appreciation Right in the event of a Change in Control and not
otherwise provided in the Plan shall be set forth in the applicable Award Agreement.


 


		7.	Dividend Equivalent Rights.



 


The Committee may grant
Dividend Equivalent Rights, either in tandem with an Award or as a separate Award, to Eligible Individuals in accordance with the
Plan. The terms and conditions applicable to each Dividend Equivalent Right shall be specified in the Award Agreement evidencing
the Award. Amounts payable in respect of Dividend Equivalent Rights may be payable currently or may be deferred until the lapsing
of restrictions on such Dividend Equivalent Rights or until the vesting, exercise, payment, settlement or other lapse of restrictions
on the Award to which the Dividend Equivalent Rights relate. In the event that the amount payable in respect of Dividend Equivalent
Rights is to be deferred, the Committee shall determine whether such amount is to be held in cash or reinvested in Shares or deemed
(notionally) to be reinvested in Shares. Dividend Equivalent Rights may be settled in cash or Shares or a combination thereof,
in a single installment or multiple installments, as determined by the Committee.


 






    	 	13	 



     


    

 


		8.	Restricted Stock; Restricted Stock Units.



 


8.1.       Restricted
Stock. The Committee may grant Awards of Restricted Stock to Eligible Individuals in accordance with the Plan, the terms and
conditions of which shall be set forth in an Award Agreement. Each Award Agreement shall contain such restrictions, terms and conditions
as the Committee may, in its discretion, determine and (without limiting the generality of the foregoing) such Award Agreements
may require that an appropriate legend be placed on Share certificates. With respect to Shares in a book entry account in a Participant’s
name, the Committee may cause appropriate stop transfer instructions to be delivered to the account custodian, administrator or
the Company’s corporate secretary as determined by the Committee in its sole discretion. Awards of Restricted Stock shall
be subject to the following terms and provisions:


 


(a)       Rights
of Participant. Shares of Restricted Stock granted pursuant to an Award hereunder shall be issued in the name of the Participant
as soon as reasonably practicable after the Award is granted provided that the Participant has executed an Award Agreement evidencing
the Award and any other documents which the Committee may require as a condition to the issuance of such Shares. At the discretion
of the Committee, Shares issued in connection with an Award of Restricted Stock may be held in escrow by an agent (which may be
the Company) designated by the Committee. Unless the Committee determines otherwise and as set forth in the Award Agreement, upon
the issuance of the Shares, the Participant shall have all of the rights of a shareholder with respect to such Shares, including
the right to vote the Shares and to receive all dividends or other distributions paid or made with respect to the Shares.


 


(b)       Terms
and Conditions. Each Award Agreement shall specify the number of Shares of Restricted Stock to which it relates, the conditions
which must be satisfied in order for the Shares of Restricted Stock to vest and the circumstances under which the Award will be
forfeited.


 


(c)       Delivery
of Shares. Upon the lapse of the restrictions on Shares of Restricted Stock, the Committee shall cause a Share certificate
or evidence of book entry Shares to be delivered to the Participant with respect to such Shares of Restricted Stock, free of all
restrictions hereunder.


 


(d)       Treatment
of Dividends. At the time an Award of Restricted Stock is granted, the Committee may, in its discretion, determine that the
payment to the Participant of dividends, or a specified portion thereof, declared or paid on such Shares by the Company shall be
paid currently or instead shall be (i) deferred until the lapsing of the restrictions imposed upon such Shares and (ii) held by
the Company for the account of the Participant until such time; provided, however, that a dividend payable in respect
of Restricted Stock that vests based on the achievement of performance goals shall be subject to restrictions and risk of forfeiture
to the same extent as the Restricted Stock with respect to which such dividends are payable. In the event that dividends are to
be deferred, the Committee shall determine whether such dividends are to be reinvested in Shares (which shall be held as additional
Shares of Restricted Stock) or held in cash. Payment of deferred dividends in respect of Shares of Restricted Stock (whether held
in cash or as additional Shares of Restricted Stock), shall be made upon the lapsing of restrictions imposed on the Shares in respect
of which the deferred dividends were paid, and any dividends deferred in respect of any Shares of Restricted Stock shall be forfeited
upon the forfeiture of such Shares.


 






    	 	14	 



     


    

 


(e)       Effect
of Change in Control. Any specific terms applicable to Restricted Stock in the event of a Change in Control and not otherwise
provided in the Plan shall be set forth in the applicable Award Agreement.


 


8.2.       Restricted
Stock Unit Awards. The Committee may grant Awards of Restricted Stock Units to Eligible Individuals in accordance with the
Plan, the terms and conditions of which shall be set forth in an Award Agreement. Each such Award Agreement shall contain such
restrictions, terms and conditions as the Committee may, in its discretion, determine. Awards of Restricted Stock Units shall be
subject to the following terms and provisions:


 


(a)       Payment
of Awards. Each Restricted Stock Unit shall represent the right of the Participant to receive one Share upon vesting of the
Restricted Stock Unit or on any later date specified by the Committee; provided, however, that the Committee may
provide for the settlement of Restricted Stock Units in cash equal to the Fair Market Value of the Shares that would otherwise
be delivered to the Participant (determined as of the date the Shares would have been delivered), or a combination of cash and
Shares. The Committee may, at the time a Restricted Stock Unit is granted, provide a limitation on the amount payable in respect
of each Restricted Stock Unit.


 


(b)       Effect
of Change in Control. Any specific terms applicable to Restricted Stock Units in the event of a Change in Control and not otherwise
provided in the Plan shall be set forth in the applicable Award Agreement.


 


		9.	Performance Awards.



 


9.1.       Performance
Units and Performance Share Units. The Committee may grant Awards of Performance Units and/or Performance Share Units to Eligible
Individuals in accordance with the Plan, the terms and conditions of which shall be set forth in an Award Agreement. Awards of
Performance Units and Performance Share Units shall be subject to the following terms and provisions:


 


(a)       Performance
Units. Performance Units shall be denominated in a specified dollar amount and, contingent upon the attainment of specified
Performance Objectives within the Performance Cycle and such other vesting conditions as may be determined by the Committee (including
without limitation, a continued employment requirement following the end of the applicable Performance Cycle), represent the right
to receive payment as provided in Sections 9.1(c) and (d) of the specified dollar amount or a percentage or multiple of the specified
dollar amount depending on the level of Performance Objective attained. The Committee may at the time a Performance Unit is granted
specify a maximum amount payable in respect of a vested Performance Unit.


 






    	 	15	 



     


    

 


(b)       Performance
Share Units. Performance Share Units shall be denominated in Shares and, contingent upon the attainment of specified Performance
Objectives within the Performance Cycle and such other vesting conditions as may be determined by the Committee (including without
limitation, a continued employment requirement following the end of the applicable Performance Cycle), represent the right to receive
payment as provided in Sections 9.1(c) and (d) of the Fair Market Value of a Share on the date the Performance Share Unit became
vested or any other date specified by the Committee. The Committee may at the time a Performance Share Unit is granted specify
a maximum amount payable in respect of a vested Performance Share Unit.


 


(c)       Terms
and Conditions; Vesting and Forfeiture. Each Award Agreement shall specify the number of Performance Units or Performance Share
Units to which it relates, the Performance Objectives and other conditions which must be satisfied in order for the Performance
Units or Performance Share Units to vest and the Performance Cycle within which such Performance Objectives must be satisfied and
the circumstances under which the Award will be forfeited.


 


(d)       Payment
of Awards. Subject to Section 9.3(c), payment to Participants in respect of vested Performance Units and Performance Share
Units shall be made as soon as practicable after the last day of the Performance Cycle to which such Award relates or at such other
time or times as the Committee may determine that the Award has become vested. Such payments may be made entirely in Shares valued
at their Fair Market Value, entirely in cash or in such combination of Shares and cash as the Committee in its discretion shall
determine at any time prior to such payment.


 


9.2.       Performance-Based
Restricted Stock. The Committee, may grant Awards of Performance-Based Restricted Stock to Eligible Individuals in accordance
with the Plan, the terms and conditions of which shall be set forth in an Award Agreement. Each Award Agreement may require that
an appropriate legend be placed on Share certificates. With respect to Shares in a book entry account in a Participant’s
name, the Committee may cause appropriate stop transfer instructions to be delivered to the account custodian, administrator or
the Company’s corporate secretary as determined by the Committee in its sole discretion. Awards of Performance-Based Restricted
Stock shall be subject to the following terms and provisions:


 


(a)       Rights
of Participant. Performance-Based Restricted Stock shall be issued in the name of the Participant as soon as reasonably practicable
after the Award is granted or at such other time or times as the Committee may determine; provided, however, that no Performance-Based
Restricted Stock shall be issued until the Participant has executed an Award Agreement evidencing the Award, and any other documents
which the Committee may require as a condition to the issuance of such Performance-Based Restricted Stock. At the discretion of
the Committee, Shares issued in connection with an Award of Performance-Based Restricted Stock may be held in escrow by an agent
(which may be the Company) designated by the Committee. Unless the Committee determines otherwise and as set forth in the Award
Agreement, upon issuance of the Shares, the Participant shall have all of the rights of a shareholder with respect to such Shares,
including the right to vote the Shares and to receive all dividends or other distributions paid or made with respect to the Shares.


 






    	 	16	 



     


    

 


(b)       Terms
and Conditions. Each Award Agreement shall specify the number of Shares of Performance-Based Restricted Stock to which it relates,
the Performance Objectives and other conditions which must be satisfied in order for the Performance-Based Restricted Stock to
vest, the Performance Cycle within which such Performance Objectives must be satisfied and the circumstances under which the Award
will be forfeited.


 


(c)       Treatment of Dividends.
At the time the Award of Performance-Based Restricted Stock is granted, the Committee may, in its discretion, determine that the
payment to the Participant of dividends, or a specified portion thereof, declared or paid on Shares represented by such Award which
have been issued by the Company to the Participant shall be (i) deferred until the lapsing of the restrictions imposed upon
such Performance-Based Restricted Stock and (ii) held by the Company for the account of the Participant until such time; provided,
however, that a dividend payable in respect of Performance-Based Restricted Stock shall be subject to restrictions and risk
of forfeiture to the same extent as the Performance-Based Restricted Stock with respect to which such dividends are payable. In
the event that dividends are to be deferred, the Committee shall determine whether such dividends are to be reinvested in Shares
(which shall be held as additional Shares of Performance-Based Restricted Stock) or held in cash. Payment of deferred dividends
in respect of Shares of Performance-Based Restricted Stock (whether held in cash or in additional Shares of Performance-Based Restricted
Stock) shall be made upon the lapsing of restrictions imposed on the Performance-Based Restricted Stock in respect of which the
deferred dividends were paid, and any dividends deferred in respect of any Performance-Based Restricted Stock shall be forfeited
upon the forfeiture of such Performance-Based Restricted Stock.


 


(d)       Delivery of Shares.
Upon the lapse of the restrictions on Shares of Performance-Based Restricted Stock awarded hereunder, the Committee shall cause
a Share certificate or evidence of book entry Shares to be delivered to the Participant with respect to such Shares, free of all
restrictions hereunder.


 


9.3.       Performance
Objectives.


 


(a)       Establishment.
With respect to any Performance Awards, Performance Objectives for Performance Awards may be expressed in terms of: (i) net earnings;
(ii) earnings per share; (iii) net debt; (iv) revenue or sales growth; (v) net or operating income; (vi) net operating profit;
(vii) return measures (including, but not limited to, return on assets, capital, equity or sales); (viii) cash flow (including,
but not limited to, operating cash flow, distributable cash flow and free cash flow); (ix) earnings before or after taxes, interest,
depreciation, amortization and/or rent; (x) share price (including, but not limited to growth measures and total stockholder return);
(xi) expense control or loss management; (xii) customer satisfaction; (xiii) market share; (xiv) economic value added; (xv) working
capital; (xvi) the formation of joint ventures or the completion of other corporate transactions; (xvii) gross or net profit margins;
(xviii) revenue mix; (xix) operating efficiency; (xx) product diversification; (xxi) market penetration; (xxii) measurable achievement
in quality, operation or compliance initiatives; (xxiii) quarterly dividends or distributions; (xxiv) employee retention or turnover;
(xxv) any combination of or a specified increase in any of the foregoing or (xxvi) any other performance criteria as may be established
by the Committee. Performance Objectives may be in respect of the performance of the Company, any of its Subsidiaries, any of its
Divisions or any combination thereof. Performance Objectives may be absolute or relative (to prior performance of the Company or
to the performance of one or more other entities or external indices) and may be expressed in terms of a progression within a specified
range.


 






    	 	17	 



     


    

 


(b)       Effect
of Certain Events. The Committee may, at the time the Performance Objectives in respect of a Performance Award are established,
provide for the manner in which performance will be measured against the Performance Objectives to reflect the impact of specified
events, including any one or more of the following with respect to the Performance Period (i) the gain, loss, income or expense
resulting from changes in accounting principles or tax laws that become effective during the Performance Period; (ii) the gain,
loss, income or expense reported publicly by the Company with respect to the Performance Period that are extraordinary or unusual
in nature or infrequent in occurrence; (iii) the gains or losses resulting from and the direct expenses incurred in connection
with, the disposition of a business, or the sale of investments or non-core assets; (iv) the gain or loss from all or certain claims
and/or litigation and all or certain insurance recoveries relating to claims or litigation; or (v) the impact of investments or
acquisitions made during the year or, to the extent provided by the Committee, any prior year. The events may relate to the Company
as a whole or to any part of the Company’s business or operations, as determined by the Committee at the time the Performance
Objectives are established. Any adjustments based on the effect of certain events are to be determined in accordance with generally
accepted accounting principles and standards, unless another objective method of measurement is designated by the Committee.


 


(c)       Determination
of Performance. Prior to the vesting, payment, settlement or lapsing of any restrictions with respect to any Performance Award,
the Committee shall certify in writing that the applicable Performance Objectives have been satisfied. In respect of a Performance
Award, the Committee may, in its sole discretion, (i) reduce the amount of cash paid or number of Shares to be issued or that have
been issued and that become vested or on which restrictions lapse, and/or (ii) establish rules and procedures that have the effect
of limiting the amount payable to any Participant to an amount that is less than the amount that otherwise would be payable under
an Award granted under this Section 9. The Committee may exercise such discretion in a non-uniform manner among Participants.


 


(d)       Effect
of Change in Control. Any specific terms applicable to a Performance Award in the event of a Change in Control and not otherwise
provided in the Plan shall be set forth in the applicable Award Agreement.


 






    	 	18	 



     


    

 


		10.	Share Awards.



 


The Committee may grant
a Share Award to any Eligible Individual on such terms and conditions as the Committee may determine in its sole discretion. Share
Awards may be made as additional compensation for services rendered by the Eligible Individual or may be in lieu of cash or other
compensation to which the Eligible Individual is entitled from the Company.


 


		11.	Effect of Termination of Employment; Transferability.



 


11.1.      Termination.The
Award Agreement evidencing the grant of each Award shall set forth the terms and conditions applicable to such Award upon Termination,
which shall be as the Committee may, in its discretion, determine at the time the Award is granted or at anytime thereafter.


 


11.2.       Transferability
of Awards and Shares.


 


(a)       Non-Transferability
of Awards. Except as set forth in Section 11.2(c) or (d) or as otherwise permitted by the Committee and as set forth in the
applicable Award Agreement, either at the time of grant or at anytime thereafter, no Award (other than Restricted Stock or Performance-Based
Restricted Stock with respect to which the restrictions have lapsed) shall be (i) sold, transferred or otherwise disposed of, (ii)
pledged or otherwise hypothecated or (iii) subject to attachment, execution or levy of any kind; and any purported transfer, pledge,
hypothecation, attachment, execution or levy in violation of this Section 11.2 shall be null and void.


 


(b)       Restrictions
on Shares. The Committee may impose such restrictions on any Shares acquired by a Participant under the Plan as it may deem
advisable, including, without limitation, minimum holding period requirements, restrictions under applicable federal securities
laws, restrictions under the requirements of any stock exchange or market upon which such Shares are then listed or traded and
restrictions under any blue sky or state securities laws applicable to such Shares.


 


(c)       Transfers
By Will or by Laws of Descent or Distribution. Any Award may be transferred by will or by the laws of descent or distribution;
provided, however, that (i) any transferred Award will be subject to all of the same terms and conditions as provided in
the Plan and the applicable Award Agreement; and (ii) the Participant’s estate or beneficiary appointed in accordance with
this Section 11.2(c) will remain liable for any withholding tax that may be imposed by any federal, state or local tax authority.


 


(d)       Beneficiary
Designation. To the extent permitted by applicable law, the Company may from time to time permit each Participant to name one
or more individuals (each, a “Beneficiary”) to whom any benefit under the Plan is to be paid or who may exercise
any rights of the Participant under any Award granted under the Plan in the event of the Participant’s death before he or
she receives any or all of such benefit or exercises such Award. Each such designation shall 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. In the absence of any such designation or if any such designation is
not effective under applicable law as determined by the Committee, benefits under Awards remaining unpaid at the Participant’s
death and rights to be exercised following the Participant’s death shall be paid to or exercised by the Participant’s
estate.


 






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		12.	Adjustment upon Changes in Capitalization.



 


12.1.       In
the event that (a) the outstanding Shares are changed into or exchanged for a different number or kind of Shares or other stock
or securities or other equity interests of the Company or another corporation or entity, whether through merger, consolidation,
reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, substitution or other similar
corporate event or transaction or (b) there is an extraordinary dividend or distribution by the Company in respect of its Shares
or other capital stock or securities convertible into capital stock in cash, securities or other property (any event described
in (a) or (b), an “Adjustment Event”), the Committee shall determine the appropriate adjustments to (i) the
maximum number and kind of shares of stock or other securities or other equity interests as to which Awards may be granted under
the Plan, (ii) the maximum number and class of Shares or other stock or securities that may be issued upon exercise of Incentive
Stock Options, (iii) the number and kind of Shares or other securities covered by any or all outstanding Awards that have been
granted under the Plan, (iv) the Option Price of outstanding Options and the Base Price of outstanding Stock Appreciation Rights,
and (v) the Performance Objectives applicable to outstanding Performance Awards.


 


12.2.       Any
such adjustment in the Shares or other stock or securities (a) subject to outstanding Incentive Stock Options (including any
adjustments in the exercise price) shall be made in a manner intended not to constitute a modification as defined by Section 424(h)(3)
of the Code and only to the extent otherwise permitted by Sections 422 and 424 of the Code and (b) with respect to any Award that
is not subject to Section 409A, in a manner intended not to subject the Award to Section 409A and, with respect to any Award that
is subject to Section 409A, in a manner intended to comply with Section 409A.


 


12.3.       If,
by reason of an Adjustment Event, pursuant to an Award, a Participant shall be entitled to, or shall be entitled to exercise an
Award with respect to, new, additional or different shares of stock or securities of the Company or any other corporation, such
new, additional or different shares shall thereupon be subject to all of the conditions, restrictions and performance criteria
which were applicable to the Shares subject to the Award prior to such Adjustment Event, as may be adjusted in connection with
such Adjustment Event in accordance with this Section 12.


 






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		13.	Effect of Certain Transactions.



 


13.1.       Except
as otherwise provided in the applicable Award Agreement, in connection a Corporate Transaction, either:


 


(a)       outstanding
Awards shall, unless otherwise provided in connection with the Corporate Transaction, continue following the Corporate Transaction
and shall be adjusted if and as provided for in the agreement or plan (in the case of a liquidation or dissolution) entered into
or adopted in connection with the Corporate Transaction (the “Transaction Agreement”), which may include, in
the sole discretion of the Committee or the parties to the Corporate Transaction, the assumption or continuation of such Awards
by, or the substitution for such Awards of new awards of, the surviving, successor or resulting entity, or a parent or subsidiary
thereof, with such adjustments as to the number and kind of shares or other securities or property subject to such new awards,
exercise prices and other terms of such new awards as the Committee or the parties to the Corporate Transaction shall agree, or


 


(b)       outstanding
Awards shall terminate upon the consummation of the Corporate Transaction; provided, however, that vested Awards shall not
be terminated without:


 


(i)       in
the case of vested Options and Stock Appreciation Rights (including those Options and Stock Appreciation Rights that would become
vested upon the consummation of the Corporate Transaction), (1) providing the holders of affected Options and Stock Appreciation
Rights a period of at least fifteen (15) calendar days prior to the date of the consummation of the Corporate Transaction to exercise
the Options and Stock Appreciation Rights, or (2) providing the holders of affected Options and Stock Appreciation Rights payment
(in cash or other consideration upon or immediately following the consummation of the Corporate Transaction, or, to the extent
permitted by Section 409A, on a deferred basis) in respect of each Share covered by the Option or Stock Appreciation Rights being
cancelled an amount equal to the excess, if any, of the per Share consideration to be paid or distributed to stockholders in the
Corporate Transaction (the value of any non-cash consideration, if not otherwise distributed to the Participant, to be determined
by the Committee in good faith) over the Option Price of the Option or the Base Price of the Stock Appreciation Rights, or


 


(ii)       in
the case of vested Awards other than Options or Stock Appreciation Rights (including those Awards that would become vested upon
the consummation of the Corporate Transaction), providing the holders of affected Awards payment (in cash or other consideration
upon or immediately following the consummation of the Corporate Transaction, or, to the extent permitted by Section 409A, on a
deferred basis) in respect of each Share covered by the Award being cancelled of the per Share consideration to be paid or distributed
to stockholders in the Corporate Transaction, in each case with the value of any non-cash consideration, if not otherwise distributed
to the Participant, to be determined by the Committee in good faith.


 


(c)       For
the avoidance of doubt, if the amount determined pursuant to clause (b)(i)(2) above is zero or less, the affected Option or Stock
Appreciation Rights may be terminated without any payment therefor.


 






    	 	21	 



     


    

 


13.2.        Without
limiting the generality of the foregoing or being construed as requiring any such action, in connection with any such Corporate
Transaction the Committee may, in its sole and absolute discretion, cause any of the following actions to be taken effective upon
or at any time prior to any Corporate Transaction (and any such action may be made contingent upon the occurrence of the Corporate
Transaction):


 


(a)       cause
any or all unvested Options and Stock Appreciation Rights to become fully vested and immediately exercisable (as applicable) and/or
provide the holders of such Options and Stock Appreciation Rights a reasonable period of time prior to the date of the consummation
of the Corporate Transaction to exercise the Options and Stock Appreciation Rights;


 


(b)       with
respect to unvested Options and Stock Appreciation Rights that are terminated in connection with the Corporate Transaction, provide
to the holders thereof a payment (in cash and/or other consideration) in respect of each Share covered by the Option or Stock Appreciation
Right being terminated in an amount equal to all or a portion of the excess, if any, of the per Share consideration to be paid
or distributed to stockholders in the Corporate Transaction (the value of any non-cash consideration, if not otherwise distributed
to the Participant, to be determined by the Committee in good faith) over the exercise price of the Option or the Base Price of
the Stock Appreciation Right, which may, to the extent permitted by Section 409A, be paid in accordance with the vesting schedule
of the Award as set forth in the applicable Award Agreement, upon the consummation of the Corporate Transaction or at such other
time or times as the Committee may determine;


 


(c)       with
respect to unvested Awards (other than Options or Stock Appreciation Rights) that are terminated in connection with the Corporate
Transaction, provide to the holders thereof a payment (in cash and/or other consideration) in respect of each Share covered by
the Award being terminated in an amount equal to all or a portion of the per Share consideration to be paid or distributed to stockholders
in the Corporate Transaction (the value of any non-cash consideration, if not otherwise distributed to the Participant, to be determined
by the Committee in good faith), which may, to the extent permitted by Section 409A, be paid in accordance with the vesting schedule
of the Award as set forth in the applicable Award Agreement, upon the consummation of the Corporate Transaction or at such other
time or times as the Committee may determine.


 


(d)       For
the avoidance of doubt, if the amount determined pursuant to clause (b) above is zero or less, the affected Option or Stock Appreciation
Rights may be terminated without any payment therefor.


 






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13.3.        Notwithstanding
anything to the contrary in this Plan or any Agreement,


 


(a)       the
Committee may, in its sole discretion, provide in the Transaction Agreement or otherwise for different treatment for different
Awards or Awards held by different Participants and, where alternative treatment is available for a Participant’s Awards,
may allow the Participant to choose which treatment shall apply to such Participant's Awards;


 


(b)       any
action permitted under this Section 13 may be taken without the need for the consent of any Participant. To the extent a Corporate
Transaction also constitutes an Adjustment Event and action is taken pursuant to this Section 13 with respect to an outstanding
Award, such action shall conclusively determine the treatment of such Award in connection with such Corporate Transaction notwithstanding
any provision of the Plan to the contrary (including Section 12).


 


(c)       to
the extent the Committee chooses to make payments to affected Participants pursuant to Section 13.1(b)(i)(2) or (ii) or Section
13.2(b) or (c) above, any Participant who has not returned any letter of transmittal or similar acknowledgment that the Committee
requires be signed in connection with such payment within the time period established by the Committee for returning any such letter
or similar acknowledgement shall forfeit his or her right to any payment and his or her associated Awards may be cancelled without
any payment therefor.


 


		14.	Interpretation.



 


14.1.       Section
16 Compliance. The Plan is intended to comply with Rule 16b-3 promulgated under the Exchange Act (to the extent applicable)
and the Committee shall interpret and administer the provisions of the Plan or any Award Agreement in a manner consistent therewith.
Any provisions inconsistent with such Rule shall be inoperative and shall not affect the validity of the Plan.


 


14.2.       Compliance
with Section 409A. All Awards granted under the Plan are intended either not to be subject to Section 409A or, if subject to
Section 409A, to be administered, operated and construed in compliance with Section 409A. Notwithstanding this or any other provision
of the Plan or any Award Agreement to the contrary, the Committee may amend the Plan or any Award granted hereunder in any manner
or take any other action that it determines, in its sole discretion, is necessary, appropriate or advisable (including replacing
any Award) to cause the Plan or any Award granted hereunder to comply with Section 409A and all regulations and other guidance
issued thereunder or to not be subject to Section 409A. Any such action, once taken, shall be deemed to be effective from the earliest
date necessary to avoid a violation of Section 409A and shall be final, binding and conclusive on all Eligible Individuals and
other individuals having or claiming any right or interest under the Plan.


 


		15.	Term; Plan Termination and Amendment of the Plan; Modification of Awards.



 


15.1.       Term.
The Plan shall terminate on the Plan Termination Date and no Award shall be granted after that date. The applicable terms of the
Plan and any terms and conditions applicable to Awards granted prior to the Plan Termination Date shall survive the termination
of the Plan and continue to apply to such Awards.


 






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15.2.       Plan
Amendment or Plan Termination. The Board may earlier terminate the Plan and the Board may at any time and from time to time
amend, modify or suspend the Plan; provided, however, that:


 


(a)       except
as otherwise provided in Section 14.2, no such amendment, modification, suspension or termination shall materially and adversely
alter any Awards theretofore granted under the Plan, except with the consent of the Participant, nor shall any amendment, modification,
suspension or termination deprive any Participant of any Shares which he or she may have acquired through or as a result of the
Plan; and


 


(b)       to
the extent necessary under any applicable law, regulation or exchange requirement or as provided in Section 3.7, no other amendment
shall be effective unless approved by the stockholders of the Company in accordance with applicable law, regulation or exchange
requirement.


 


15.3.       Modification
of Awards. No modification of an Award shall materially and adversely alter or impair any rights or obligations under the Award
without the consent of the Participant.


 


		16.	Non-Exclusivity of the Plan.



 


The adoption of the Plan
by the Board shall not be construed as amending, modifying or rescinding any previously approved incentive arrangement or as creating
any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including, without
limitation, the granting of stock options otherwise than under the Plan, and such arrangements may be either applicable generally
or only in specific cases.


 


		17.	Limitation of Liability.



 


As illustrative of the
limitations of liability of the Company, but not intended to be exhaustive thereof, nothing in the Plan shall be construed to:


 


(a)       give
any person any right to be granted an Award other than at the sole discretion of the Committee;


 


(b)       limit
in any way the right of the Company or any of its Subsidiaries to terminate the employment of or the provision of services by any
person at any time;


 


(c)       be
evidence of any agreement or understanding, express or implied, that the Company will pay any person at any particular rate of
compensation or for any particular period of time; or


 


(d)       be
evidence of any agreement or understanding, express or implied, that the Company will employ any person at any particular rate
of compensation or for any particular period of time.


 






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		18.	Regulations and Other Approvals; Governing Law.



 


18.1.       Governing
Law. Except as to matters of federal law, the Plan and the rights of all persons claiming hereunder shall be construed and
determined in accordance with the laws of the State of Delaware without giving effect to conflicts of laws principles thereof.


 


18.2.       Compliance
with Law.


 


(a)       The
obligation of the Company to sell or deliver Shares with respect to Awards granted under the Plan shall be subject to all applicable
laws, rules and regulations, including all applicable federal and state securities laws, and the obtaining of all such approvals
by governmental agencies as may be deemed necessary or appropriate by the Committee.


 


(b)       The
Board may make such changes as may be necessary or appropriate to comply with the rules and regulations of any government authority
or to obtain for Eligible Individuals granted Incentive Stock Options the tax benefits under the applicable provisions of the Code
and regulations promulgated thereunder.


 


(c)       Each
grant of an Award and the issuance of Shares or other settlement of the Award is subject to compliance with all applicable federal,
state and foreign law. Further, if at any time the Committee determines, in its discretion, that the listing, registration or qualification
of Shares issuable pursuant to the Plan is required by any securities exchange or under any federal, state or foreign law, or that
the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with,
the grant of an Award or the issuance of Shares, no Awards shall be or shall be deemed to be granted or payment made or Shares
issued, in whole or in part, unless listing, registration, qualification, consent or approval has been effected or obtained free
of any conditions that are not acceptable to the Committee. Any person exercising an Option or receiving Shares in connection with
any other Award shall make such representations and agreements and furnish such information as the Board or Committee may request
to assure compliance with the foregoing or any other applicable legal requirements.


 


18.3.       Transfers
of Plan Acquired Shares. Notwithstanding anything contained in the Plan or any Award Agreement to the contrary, in the event
that the disposition of Shares acquired pursuant to the Plan is not covered by a then current registration statement under the
Securities Act and is not otherwise exempt from such registration, such Shares shall be restricted against transfer to the extent
required by the Securities Act and Rule 144 or other regulations promulgated thereunder. The Committee may require any individual
receiving Shares pursuant to an Award granted under the Plan, as a condition precedent to receipt of such Shares, to represent
and warrant to the Company in writing that the Shares acquired by such individual are acquired without a view to any distribution
thereof and will not be sold or transferred other than pursuant to an effective registration thereof under the Securities Act or
pursuant to an exemption applicable under the Securities Act or the rules and regulations promulgated thereunder. The certificates
evidencing any of such Shares shall be appropriately amended or have an appropriate legend placed thereon to reflect their status
as restricted securities as aforesaid.


 






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		19.	Miscellaneous.



 


19.1.Award Agreements.
Each Award Agreement shall either be (a) in writing in a form approved by the Committee and executed on behalf of the Company by
an officer duly authorized to act on its behalf, or (b) an electronic notice in a form approved by the Committee and recorded by
the Company (or its designee) in an electronic recordkeeping system used for the purpose of tracking Awards as the Committee may
provide. If required by the Committee, an Award Agreement shall be executed or otherwise electronically accepted by the recipient
of the Award in such form and manner as the Committee may require. The Committee may authorize any officer of the Company to execute
any or all Award Agreements on behalf of the Company.


 


19.2.       Forfeiture
Events; Clawback. 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, clawback or recoupment upon the occurrence of
certain specified events or as required by law, in addition to any otherwise applicable forfeiture provisions that apply to the
Award. Without limiting the generality of the foregoing, any Award under the Plan shall be subject to the terms of any clawback
policy maintained by the Company or as required by law, as it may be amended from time to time.


 


19.3.       Multiple
Agreements. The terms of each Award may differ from other Awards granted under the Plan at the same time or at some other time.
The Committee may also grant more than one Award to a given Eligible Individual during the term of the Plan, either in addition
to or, subject to Section 3.7, in substitution for one or more Awards previously granted to that Eligible Individual.


 


19.4.       Withholding
of Taxes. The Company or any of its Subsidiaries may withhold from any payment of cash or Shares to a Participant or other
Person under the Plan an amount sufficient to cover any withholding taxes which may become required with respect to such payment
or take any other action it deems necessary to satisfy any income or other tax withholding requirements as a result of the grant,
exercise, vesting or settlement of any Award under the Plan. The Company or any of its Subsidiaries shall have the right to require
the payment of any such taxes or to withhold from wages or other amounts otherwise payable to a Participant or other Person, and
require that the Participant or other Person furnish all information deemed necessary by the Company or any of its Subsidiaries
to meet any tax reporting obligation as a condition to exercise or before making any payment or the issuance or release of any
Shares pursuant to an Award. If the Participant or other Person shall fail to make such tax payments as are required, the Company
or its Subsidiaries shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind
otherwise due to such Participant or other Person or to take such other action as may be necessary to satisfy such withholding
obligations. If specified in an Award Agreement at the time of grant or otherwise approved by the Committee in its sole discretion,
a Participant may, in satisfaction of his or her obligation to pay withholding taxes in connection with the exercise, vesting or
other settlement of an Award, elect to (i) make a cash payment to the Company, (ii) have withheld a portion of the Shares then
issuable to him or her or the cash otherwise payable to him or her pursuant to an Award or (iii) deliver Shares owned by the Participant
prior to the exercise, vesting or other settlement of an Award, in each case having an aggregate Fair Market Value equal to the
withholding taxes. To the extent that Shares are used to satisfy withholding obligations of a Participant pursuant to this Section
19.4 (whether previously-owned Shares or Shares withheld from an Award), they may only be used to satisfy the minimum tax withholding
required by law (or such other amount as will not have any adverse accounting impact as determined by the Committee).


 


19.5.Disposition
of ISO Shares.If a Participant makes a disposition, within the meaning of Section 424(c) of the Code and regulations promulgated
thereunder, of any Share or Shares issued to such Participant pursuant to the exercise of an Incentive Stock Option within the
two-year period commencing on the day after the date of the grant or within the one-year period commencing on the day after the
date of transfer of such Share or Shares to the Participant pursuant to such exercise, the Participant shall, within ten (10) days
of such disposition, notify the Company thereof, by delivery of written notice to the Company at its principal executive office.


 


19.6.       Plan
Unfunded. The Plan shall be unfunded. Except for reserving a sufficient number of authorized Shares to the extent required
by law to meet the requirements of the Plan, the Company shall not be required to establish any special or separate fund or to
make any other segregation of assets to assure payment of any Award granted under the Plan.


 


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