InnSuites
Hospitality Trust 

2017 EQUITY INCENTIVE PLAN


 


1.
Establishment, Purpose, Duration.


 


(a)
Establishment. InnSuites Hospitality Trust (the “Company”), hereby establishes an equity compensation
plan to be known as the InnSuites Hospitality Trust 2017 Equity Incentive Plan (the “Plan”). The Plan is effective
as of June 19, 2017 (the “Effective Date”), subject to the approval of the Plan by the shareholders of the
Company. Definitions of capitalized terms used in the Plan are contained in Section 2 of the Plan.


 


(b)
Purpose. The purpose of the Plan is to attract and retain Trustees, Consultants, officers and other key Employees of the
Company and its Subsidiaries and to provide to such persons incentives and rewards for superior performance.


 


(c)
Duration. No Award may be granted under the Plan after the day immediately preceding the tenth (10th) anniversary of the
Effective Date, or such earlier date as the Board shall determine. The Plan will remain in effect with respect to outstanding
Awards until no Awards remain outstanding.


 


2.
Definitions. As used in the Plan, the following definitions shall apply.


 


“Applicable
Laws” means the applicable requirements relating to the administration of equity-based compensation plans under U.S.
state corporate laws, U.S. federal and state securities laws, the Code, the rules of any stock exchange or quotation system on
which the Shares are listed or quoted and the applicable laws of any other country or jurisdiction where Awards are granted under
the Plan.


 


“Award”
means an award of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Shares, Restricted
Share Units, Other Share-Based Awards, or Cash-Based Awards granted pursuant to the terms and conditions of the Plan.


 


“Award
Agreement” means either: (a) an agreement, either in written or electronic format, entered into by the Company and a
Participant setting forth the terms and provisions applicable to an Award granted under the Plan; or (b) a statement, either in
written or electronic format, issued by the Company to a Participant describing the terms and provisions of such Award, which
need not be signed by the Participant.


 


“Board”
means the Board of Trustees of the Company.


 


“Cash-Based
Award” means a cash Award granted pursuant to Section 11 of the Plan.


 


“Change
in Control” means the occurrence of one of the following events:


 


(a)
The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a
“Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
50% or more of either (i) the then outstanding shares of beneficial interest in the Company (the “Outstanding Common
Shares”) or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote
generally in the election of trustees (the “Outstanding Voting Securities”); provided, however, that for purposes
of this subsection (i), the following acquisitions shall not constitute a Change in Control: (A) any acquisition directly from
the Company, (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored
or maintained by the Company or its affiliates or (D) any acquisition by any corporation pursuant to a transaction which complies
with clauses (A), (B) and (C) of subsection (iii) of this definition; or


 






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(b)
Individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason
to constitute at least a majority of the Board; provided, however, that any individual becoming a Trustee subsequent to the Effective
Date whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority
of the Trustees then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent
Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual
or threatened election contest with respect to the election or removal of trustees or other actual or threatened solicitation
of proxies or consents by or on behalf of a Person other than the Board; or


 


(c)
Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets
of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (i) all
or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Common Shares
and Outstanding Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more
than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors or trustees, as the case may be, of the corporation or other
entity resulting from such Business Combination (including, without limitation, a corporation or other entity which as a result
of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one
or more of its affiliated companies) in substantially the same proportions as their ownership, immediately prior to such Business
Combination of the Outstanding Common Shares and Outstanding Voting Securities, as the case may be, (ii) no Person (excluding
any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such
corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 50% or more of, respectively,
the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting
power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to
the Business Combination and (iii) at least a majority of the members of the board of directors or trustees of the entity resulting
from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of
the action of the Board, providing for such Business Combination; or


 


(d)
Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.


 


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


 


“Committee”
means the Compensation Committee of the Board or such other committee or subcommittee of the Board as may be duly appointed to
administer the Plan and having such powers in each instance as shall be specified by the Board. To the extent required by Applicable
Laws, the Committee shall consist of two or more members of the Board, each of whom is a “non-employee director” within
the meaning of Rule 16b-3 promulgated under the Exchange Act, an “outside director” within the meaning of regulations
promulgated under Section 162(m) of the Code, and an “independent director” within the meaning of applicable rules
of any securities exchange upon which Shares are listed.


 


“Company”
has the meaning given such term in Section 1(a) and any successor thereto.


 


“Consultant”
means an independent contractor that (a) performs services for the Company or a Subsidiary in a capacity other than as an Employee
or Trustee and (b) qualifies as a consultant under the applicable rules of the SEC for registration of shares on a Form S-8 Registration
Statement.


 


“Date
of Grant” means the date as of which an Award is determined to be effective and designated in a resolution by the Committee
and is granted pursuant to the Plan. The Date of Grant shall not be earlier than the date of the resolution and action therein
by the Committee. In no event shall the Date of Grant be earlier than the Effective Date.


 






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“Effective
Date” has the meaning given such term in Section 1(a).


 


“Employee”
means any employee of the Company or a Subsidiary; provided, however, that for purposes of determining whether any
person may be a Participant for purposes of any grant of Incentive Stock Options, the term “Employee” has the meaning
given to such term in Section 3401(c) of the Code, as interpreted by the regulations thereunder and Applicable Law.


 


“Exchange
Act” means the Securities Exchange Act of 1934 and the rules and regulations thereunder, as such law, rules and regulations
may be amended from time to time.


 


“Fair
Market Value” means the value of one Share on any relevant date, determined under the following rules: (a) the closing
sale price per Share on that date as reported on the principal exchange on which Shares are then trading, if any, or if applicable
the NYSE MKT, or if there are no sales on that date, on the next preceding trading day during which a sale occurred; (b) if the
Shares are not reported on a principal exchange or national market system, the average of the closing bid and asked prices last
quoted on that date by an established quotation service for over-the-counter securities; or (c) if neither (a) nor (b) applies,
(i) with respect to Stock Options, Stock Appreciation Rights and any Award of stock rights that is subject to Section 409A of
the Code, the value as determined by the Committee through the reasonable application of a reasonable valuation method, taking
into account all information material to the value of the Company, within the meaning of Section 409A of the Code, and (ii) with
respect to all other Awards, the fair market value as determined by the Committee in good faith.


 


“Incentive
Stock Option” means a Stock Option that is designated as an Incentive Stock Option and that is intended to meet the
requirements of Section 422 of the Code.


 


“Nonqualified
Stock Option” means a Stock Option that is not intended to meet the requirements of Section 422 of the Code or otherwise
does not meet such requirements.


 


“Other
Share-Based Award” means an equity-based or equity-related Award not otherwise described by the terms of the Plan, granted
in accordance with the terms and conditions set forth in Section 10.


 


“Participant”
means any eligible individual as set forth in Section 5 who holds one or more outstanding Awards.


 


“Performance-Based
Exception” means the performance-based exception from the tax deductibility limitations of Section 162(m) of the Code.


 


“Performance
Objectives” means the performance objective or objectives established by the Committee pursuant to the Plan. Any Performance
Objectives may relate to the performance of the Company or one or more of its Subsidiaries, divisions, departments, units, functions,
partnerships, joint ventures or minority investments, product lines or products, or the performance of the individual Participant,
and may include, without limitation, the Performance Objectives set forth in Section 13(b). The Performance Objectives may be
made relative to the performance of a group of comparable companies, or published or special index that the Committee, in its
sole discretion, deems appropriate, or the Company may select Performance Objectives as compared to various stock market indices.
Performance Objectives may be stated as a combination of the listed factors.


 


“Plan”
has the meaning given such term in Section 1(a).


 


“Restricted
Shares” means Shares granted or sold pursuant to Section 8 as to which neither the substantial risk of forfeiture nor
the prohibition on transfers referred to in such Section 8 has expired.


 






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“Restricted
Share Units” means a grant or sale of the right to receive Shares or cash at the end of a specified restricted period
made pursuant to Section 9.


 


“SEC”
means the United States Securities and Exchange Commission.


 


“Share”
means a share of beneficial interest of the Company, without par value, or any security into which such Share may be changed by
reason of any transaction or event of the type referred to in Section 15.


 


“Stock
Appreciation Right” means a right granted pursuant to Section 7.


 


“Stock
Option” means a right to purchase a Share granted to a Participant under the Plan in accordance with the terms and conditions
set forth in Section 6. Stock Options may be either Incentive Stock Options or Nonqualified Stock Options.


 


“Subsidiary”
means: (a) with respect to an Incentive Stock Option, a “subsidiary corporation” as defined under Section 424(f) of
the Code; and (b) for all other purposes under the Plan, any corporation or other entity in which the Company owns, directly or
indirectly, a proprietary interest of more than 50% by reason of stock ownership or otherwise.


 


“Ten
Percent Shareholder” means any Participant who owns more than 10% of the combined voting power of all classes of stock
of the Company, within the meaning of Section 422 of the Code.


 


“Trustee”
means any individual who is a member of the Board who is not an Employee.


 


3.
Shares Available Under the Plan.


 


(a)
Shares Available for Awards. The maximum number of Shares that may be issued or delivered pursuant to Awards under the
Plan shall be 1,600,000, all of which may be granted with respect to Incentive Stock Options. Shares issued or delivered pursuant
to an Award may be authorized but unissued Shares, treasury Shares, including Shares purchased in the open market, or a combination
of the foregoing. The aggregate number of Shares available for issuance or delivery under the Plan shall be subject to adjustment
as provided in Section 15.


 


(b)
Share Counting. The following Shares shall not count against the Share limit in Section 3(a): (i) Shares covered by an
Award that expires or is forfeited, canceled, surrendered, or otherwise terminated without the issuance of such Shares; (ii) Shares
covered by an Award that is settled only in cash; and (iii) Shares granted through the assumption of, or in substitution for,
outstanding awards granted by a company to individuals who become Employees, Trustees, or Consultants as the result of a merger,
consolidation, acquisition or other corporate transaction involving such company and the Company or any of its affiliates (except
as may be required by reason of the rules and regulations of any stock exchange or other trading market on which the Shares are
listed). This Section 3(b) shall apply to the number of Shares reserved and available for Incentive Stock Options only to the
extent consistent with applicable Treasury Regulations relating to Incentive Stock Options under the Code.


 


(c)
Prohibition of Share Recycling. The following Shares subject to an Award shall not again be available for grant as described
above, regardless of whether those Shares are actually issued or delivered to the Participant: (i) Shares tendered in payment
of the exercise price of a Stock Option; (ii) Shares withheld by the Company or any Subsidiary to satisfy a tax withholding obligation;
and (iii) Shares that are repurchased by the Company with Stock Option proceeds. Without limiting the foregoing, with respect
to any Stock Appreciation Right that is settled in Shares, the full number of Shares subject to the Award shall count against
the number of Shares available for Awards under the Plan regardless of the number of Shares used to settle the Stock Appreciation
Right upon exercise.


 






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(d)
Per Participant Limits for Performance-Based Exception. Subject to adjustment as provided in Section 15 of the Plan, the
following limits shall apply with respect to Awards that are intended to qualify for the Performance-Based Exception: (i) the
maximum aggregate number of Shares that may be subject to Stock Options or Stock Appreciation Rights granted in any calendar year
to any one Participant shall be 1,200,000 Shares; (ii) the maximum aggregate number of Restricted Shares and Shares issuable or
deliverable under Restricted Share Units and Other Share-Based Awards granted in any calendar year to any one Participant shall
be 1,200,000 Shares; (iii) the maximum aggregate compensation that can be paid pursuant to Cash-Based Awards or Other Share-Based
Awards granted in any calendar year to any one Participant shall be $3,000,000 or a number of Shares having an aggregate Fair
Market Value not in excess of such amount; and (iv) the maximum dividend equivalents that may be paid in any calendar year to
any one Participant shall be $300,000 or a number of Shares having an aggregate Fair Market Value not in excess of such amount.


 


(e)
Per Trustee Limits. Notwithstanding any other provision of the Plan to the contrary, the aggregate grant date fair value
(determined as of the applicable Date(s) of Grant in accordance with applicable financial accounting rules) of all Awards granted
under the Plan to any single Trustee during any single calendar year shall not exceed $100,000.


 


4.
Administration of the Plan.


 


(a)
In General. The Plan shall be administered by the Committee. Except as otherwise provided by the Board, the Committee shall
have full and final authority in its discretion to take all actions determined by the Committee to be necessary in the administration
of the Plan, including, without limitation, discretion to: select Award recipients; determine the sizes and types of Awards; determine
the terms and conditions of Awards in a manner consistent with the Plan; grant waivers of terms, conditions, restrictions and
limitations applicable to any Award, or accelerate the vesting or exercisability of any Award, in a manner consistent with the
Plan; construe and interpret the Plan and any Award Agreement or other agreement or instrument entered into under the Plan; establish,
amend, or waive rules and regulations for the Plan’s administration; and take such other action, not inconsistent with the
terms of the Plan, as the Committee deems appropriate. To the extent permitted by Applicable Laws, the Committee may, in its discretion,
delegate to one or more Trustees or Employees any of the Committee’s authority under the Plan. The acts of any such delegates
shall be treated hereunder as acts of the Committee with respect to any matters so delegated.


 


(b)
Determinations. The Committee shall have no obligation to treat Participants or eligible Participants uniformly, and the
Committee may make determinations under the Plan selectively among Participants who receive, or Employees, Trustees, or Consultants
who are eligible to receive, Awards (whether or not such Participants or eligible Employees, Trustees, or Consultants are similarly
situated). All determinations and decisions made by the Committee pursuant to the provisions of the Plan and all related orders
and resolutions of the Committee shall be final, conclusive and binding on all persons, including the Company, its Subsidiaries,
shareholders, Employees, Trustees, Consultants, Participants and their estates and beneficiaries.


 


(c)
Authority of the Board. The Board may reserve to itself any or all of the authority or responsibility of the Committee
under the Plan or may act as the administrator of the Plan for any and all purposes. To the extent the Board has reserved any
such authority or responsibility or during any time that the Board is acting as administrator of the Plan, it shall have all the
powers of the Committee hereunder, and any reference herein to the Committee (other than in this Section 4(c)) shall include the
Board. To the extent that any action of the Board under the Plan conflicts with any action taken by the Committee, the action
of the Board shall control. Without limiting the foregoing, the Board specifically reserves the exclusive authority to approve
and administer all Awards granted to Trustees under the Plan.


 






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5.
Eligibility and Participation. Each Employee, Trustee, and Consultant is eligible to participate in the Plan. Subject to the provisions
of the Plan, the Committee may, from time to time, select from all eligible Employees, Trustees, and Consultants those to whom
Awards shall be granted and shall determine, in its sole discretion, the nature of any and all terms permissible by Applicable
Law and the amount of each Award.


 


6.
Stock Options. Subject to the terms and conditions of the Plan, Stock Options may be granted to Participants in such number, and
upon such terms and conditions, as shall be determined by the Committee in its sole discretion.


 


(a)
Award Agreement. Each Stock Option shall be evidenced by an Award Agreement that shall specify the exercise price, the
term of the Stock Option, the number of Shares covered by the Stock Option, the conditions upon which the Stock Option shall become
vested and exercisable and such other terms and conditions as the Committee shall determine and which are not inconsistent with
the terms and conditions of the Plan. The Award Agreement also shall specify whether the Stock Option is intended to be an Incentive
Stock Option or a Nonqualified Stock Option. No dividend equivalents may be granted with respect to the Shares underlying a Stock
Option.


 


(b)
Exercise Price. The exercise price per Share of a Stock Option shall be determined by the Committee at the time the Stock
Option is granted and shall be specified in the related Award Agreement; provided, however, that in no event shall the
exercise price per Share of any Stock Option be less than 100% of the Fair Market Value of a Share on the Date of Grant.


 


(c)
Term. The term of a Stock Option shall be determined by the Committee and set forth in the related Award Agreement; provided,
however, that in no event shall the term of any Stock Option exceed ten (10) years from its Date of Grant.


 


(d)
Exercisability. Stock Options shall become vested and exercisable at such times and upon such terms and conditions as shall
be determined by the Committee and set forth in the related Award Agreement. Such terms and conditions may include, without limitation,
the satisfaction of (i) performance goals based on one or more Performance Objectives, and (ii) time-based vesting requirements.


 


(e)
Exercise of Stock Options. Except as otherwise provided in the Plan or in a related Award Agreement, a Stock Option may
be exercised for all or any portion of the Shares for which it is then exercisable. A Stock Option shall be exercised by the delivery
of a notice of exercise to the Company or its designee in a form specified by the Company which sets forth the number of Shares
with respect to which the Stock Option is to be exercised and full payment of the exercise price for such Shares. The exercise
price of a Stock Option may be paid, in the discretion of the Committee and as set forth in the applicable Award Agreement: (i)
in cash or its equivalent; (ii) by tendering (either by actual delivery or attestation) previously acquired Shares having an aggregate
Fair Market Value at the time of exercise equal to the aggregate exercise price; (iii) by a cashless exercise (including by withholding
Shares deliverable upon exercise and through a broker-assisted arrangement to the extent permitted by Applicable Laws); (iv) by
a combination of the methods described in clauses (i), (ii) and/or (iii); or (v) through any other method approved by the Committee
in its sole discretion. As soon as practicable after receipt of the notification of exercise and full payment of the exercise
price, the Company shall cause the appropriate number of Shares to be issued to the Participant.


 


(f)
Special Rules Applicable to Incentive Stock Options. Notwithstanding any other provision in the Plan to the contrary:


 


(i)
Incentive Stock Options may be granted only to Employees of the Company and its Subsidiaries. The terms and conditions of Incentive
Stock Options shall be subject to and comply with the requirements of Section 422 of the Code.


 






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(ii)
To the extent that the aggregate Fair Market Value of the Shares (determined as of the Date of Grant) with respect to which an
Incentive Stock Option is exercisable for the first time by any Participant during any calendar year (under all plans of the Company
and its Subsidiaries) is greater than $100,000 (or such other amount specified in Section 422 of the Code), as calculated under
Section 422 of the Code, then the Stock Option shall be treated as a Nonqualified Stock Option.


 


(iii)
No Incentive Stock Option shall be granted to any Participant who, on the Date of Grant, is a Ten Percent Shareholder, unless
(x) the exercise price per Share of such Incentive Stock Option is at least 110% of the Fair Market Value of a Share on the Date
of Grant, and (y) the term of such Incentive Stock Option shall not exceed five (5) years from the Date of Grant.


 


7.
Stock Appreciation Rights. Subject to the terms and conditions of the Plan, Stock Appreciation Rights may be granted to Participants
in such number, and upon such terms and conditions, as shall be determined by the Committee in its sole discretion.


 


(a)
Award Agreement. Each Stock Appreciation Right shall be evidenced by an Award Agreement that shall specify the exercise
price, the term of the Stock Appreciation Right, the number of Shares covered by the Stock Appreciation Right, the conditions
upon which the Stock Appreciation Right shall become vested and exercisable and such other terms and conditions as the Committee
shall determine and which are not inconsistent with the terms and conditions of the Plan. No dividend equivalents may be granted
with respect to the Shares underlying a Stock Appreciation Right.


 


(b)
Exercise Price. The exercise price per Share of a Stock Appreciation Right shall be determined by the Committee at the
time the Stock Appreciation Right is granted and shall be specified in the related Award Agreement; provided, however,
that in no event shall the exercise price per Share of any Stock Appreciation Right be less than 100% of the Fair Market Value
of a Share on the Date of Grant.


 


(c)
Term. The term of a Stock Appreciation Right shall be determined by the Committee and set forth in the related Award Agreement;
provided, however, that in no event shall the term of any Stock Appreciation Right exceed ten (10) years from its Date
of Grant.


 


(d)
Exercisability of Stock Appreciation Rights. A Stock Appreciation Right shall become vested and exercisable at such times
and upon such terms and conditions as may be determined by the Committee and set forth in the related Award Agreement. Such terms
and conditions may include, without limitation, the satisfaction of (i) performance goals based on one or more Performance Objectives,
and (ii) time-based vesting requirements.


 


(e)
Exercise of Stock Appreciation Rights. Except as otherwise provided in the Plan or in a related Award Agreement, a Stock
Appreciation Right may be exercised for all or any portion of the Shares for which it is then exercisable. A Stock Appreciation
Right shall be exercised by the delivery of a notice of exercise to the Company or its designee in a form specified by the Company
which sets forth the number of Shares with respect to which the Stock Appreciation Right is to be exercised. Upon exercise, a
Stock Appreciation Right shall entitle a Participant to an amount equal to (a) the excess of (i) the Fair Market Value of a Share
on the exercise date over (ii) the exercise price per Share, multiplied by (b) the number of Shares with respect to which the
Stock Appreciation Right is exercised. A Stock Appreciation Right may be settled in whole Shares, cash or a combination thereof,
as specified by the Committee in the related Award Agreement.


 






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8.
Restricted Shares. Subject to the terms and conditions of the Plan, Restricted Shares may be granted or sold to Participants in
such number, and upon such terms and conditions, as shall be determined by the Committee in its sole discretion.


 


(a)
Award Agreement. Each Restricted Shares Award shall be evidenced by an Award Agreement that shall specify the number of
Restricted Shares, the restricted period(s) applicable to the Restricted Shares, the conditions upon which the restrictions on
the Restricted Shares will lapse and such other terms and conditions as the Committee shall determine and which are not inconsistent
with the terms and conditions of the Plan.


 


(b)
Terms, Conditions and Restrictions. The Committee shall impose such other terms, conditions and/or restrictions on any
Restricted Shares as it may deem advisable, including, without limitation, a requirement that the Participant pay a purchase price
for each Restricted Share, restrictions based on the achievement of specific Performance Objectives, time-based restrictions or
holding requirements or sale restrictions placed on the Shares by the Company upon vesting of such Restricted Shares. Unless otherwise
provided in the related Award Agreement or required by Applicable Law, the restrictions imposed on Restricted Shares shall lapse
upon the expiration or termination of the applicable restricted period and the satisfaction of any other applicable terms and
conditions.


 


(c)
Custody of Certificates. To the extent deemed appropriate by the Committee, the Company may retain the certificates representing
Restricted Shares in the Company’s possession until such time as all terms, conditions and/or restrictions applicable to
such Shares have been satisfied or lapse.


 


(d)
Rights Associated with Restricted Shares during Restricted Period. During any restricted period applicable to Restricted
Shares: (i) the Restricted Shares may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated; (ii)
unless otherwise provided in the related Award Agreement, the Participant shall be entitled to exercise full voting rights associated
with such Restricted Shares; and (iii) the Participant shall be entitled to all dividends and other distributions paid with respect
to such Restricted Shares during the restricted period. The Award Agreement may require that receipt of any dividends or other
distributions with respect to the Restricted Shares shall be subject to the same terms and conditions as the Restricted Shares
with respect to which they are paid. Notwithstanding the preceding sentence, dividends or other distributions with respect to
Restricted Shares that vest based on the achievement of Performance Objectives shall be accumulated until such Award is earned,
and the dividends or other distributions shall not be paid if the Performance Objectives are not satisfied.


 


9.
Restricted Share Units. Subject to the terms and conditions of the Plan, Restricted Share Units may be granted or sold to Participants
in such number, and upon such terms and conditions, as shall be determined by the Committee in its sole discretion.


 


(a)
Award Agreement. Each Restricted Share Unit Award shall be evidenced by an Award Agreement that shall specify the number
of units, the restricted period(s) applicable to the Restricted Share Units, the conditions upon which the restrictions on the
Restricted Share Units will lapse, the time and method of payment of the Restricted Share Units, and such other terms and conditions
as the Committee shall determine and which are not inconsistent with the terms and conditions of the Plan.


 


(b)
Terms, Conditions and Restrictions. The Committee shall impose such other terms, conditions and/or restrictions on any
Restricted Share Units as it may deem advisable, including, without limitation, a requirement that the Participant pay a purchase
price for each Restricted Share Unit, restrictions based on the achievement of specific Performance Objectives or time-based restrictions
or holding requirements.


 


(c)
Form of Settlement. Restricted Share Units may be settled in whole Shares, cash or a combination thereof, as specified
by the Committee in the related Award Agreement.


 






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(d)
Dividend Equivalents. Restricted Share Units may provide the Participant with dividend equivalents, on either a current
or deferred or contingent basis, and either in cash or in additional Shares, as determined by the Committee in its sole discretion
and set forth in the related Award Agreement; provided that dividend equivalents with respect to Restricted Share Units
that vest based on the achievement of Performance Objectives shall be accumulated until such Award is earned, and the dividend
equivalents shall not be paid if the Performance Objectives are not satisfied.


 


10.
Other Share-Based Awards. Subject to the terms and conditions of the Plan, Other Share-Based Awards may be granted to Participants
in such number, and upon such terms and conditions, as shall be determined by the Committee in its sole discretion. Other Share-Based
Awards are Awards that are valued in whole or in part by reference to, or otherwise based on the Fair Market Value of, Shares,
and shall be in such form as the Committee shall determine, including without limitation, unrestricted Shares or time-based or
performance-based units that are settled in Shares and/or cash.


 


(a)
Award Agreement. Each Other Share-Based Award shall be evidenced by an Award Agreement that shall specify the terms and
conditions upon which the Other Share-Based Award shall become vested, if applicable, the time and method of settlement, the form
of settlement and such other terms and conditions as the Committee shall determine and which are not inconsistent with the terms
and conditions of the Plan.


 


(b)
Form of Settlement. An Other Share-Based Award may be settled in whole Shares, cash or a combination thereof, as specified
by the Committee in the related Award Agreement.


 


(c)
Dividend Equivalents. Other Share-Based Awards may provide the Participant with dividend equivalents, on either a current
or deferred or contingent basis, and either in cash or in additional Shares, as determined by the Committee in its sole discretion
and set forth in the related Award Agreement; provided that dividend equivalents with respect to Other Share-Based Awards
that vest based on the achievement of Performance Objectives shall be accumulated until such Award is earned, and the dividend
equivalents shall not be paid if the Performance Objectives are not satisfied.


 


11.
Cash-Based Awards. Subject to the terms and conditions of the Plan, Cash-Based Awards may be granted to Participants in such amounts
and upon such other terms and conditions as shall be determined by the Committee in its sole discretion. Each Cash-Based Award
shall be evidenced by an Award Agreement that shall specify the payment amount or payment range, the time and method of settlement
and the other terms and conditions, as applicable, of such Award which may include, without limitation, restrictions based on
the achievement of specific Performance Objectives.


 


12.
Compliance with Section 409A. Awards granted under the Plan shall be designed and administered in such a manner that they are
either exempt from the application of, or comply with, the requirements of Section 409A of the Code. To the extent that the Committee
determines that any award granted under the Plan is subject to Section 409A of the Code, the Award Agreement shall incorporate
the terms and conditions necessary to avoid the imposition of an additional tax under Section 409A of the Code upon a Participant.
Notwithstanding any other provision of the Plan or any Award Agreement (unless the Award Agreement provides otherwise with specific
reference to this Section 12): (a) an Award shall not be granted, deferred, accelerated, extended, paid out, settled, substituted
or modified under the Plan in a manner that would result in the imposition of an additional tax under Section 409A of the Code
upon a Participant; and (b) if an Award is subject to Section 409A of the Code, and if the Participant holding the award is a
“specified employee” (as defined in Section 409A of the Code, with such classification to be determined in accordance
with the methodology established by the Company), then, to the extent required to avoid the imposition of an additional tax under
Section 409A of the Code upon a Participant, no distribution or payment of any amount shall be made before the date that is six
(6) months following the date of such Participant’s “separation from service” (as defined in Section 409A of
the Code) or, if earlier, the date of the Participant’s death. Although the Company intends to administer the Plan so that
Awards will be exempt from, or will comply with, the requirements of Section 409A of the Code, the Company does not warrant that
any Award under the Plan will qualify for favorable tax treatment under Section 409A of the Code or any other provision of federal,
state, local, or non-United States law. The Company shall not be liable to any Participant for any tax, interest, or penalties
the Participant might owe as a result of the grant, holding, vesting, exercise, or payment of any Award under the Plan.


 






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13.
Compliance with Section 162(m).


 


(a)
In General. Notwithstanding anything in the Plan to the contrary, Awards may be granted in a manner that is intended to
qualify for the Performance-Based Exception. As determined by the Committee in its sole discretion, the grant, vesting, exercisability
and/or settlement of any Restricted Shares, Restricted Share Units, Other Share-Based Awards and Cash-Based Awards intended to
qualify for the Performance-Based Exception shall be conditioned on the attainment of one or more Performance Objectives during
a performance period established by the Committee and must satisfy the requirements of this Section 13.


 


(b)
Performance Objectives. If an Award is intended to qualify for the Performance-Based Exception, then the Performance Objectives
shall be based on specified levels of or growth in one or more of the following criteria, which may be applied with respect to
the Company, any Subsidiary or any business unit, or, if applicable, any Participant, and which may be measured on an absolute
or relative to a peer-group or other market measure basis: profit before income tax; gross profit, operating profit, return on
net assets, return on capital employed, economic value added, sales, earnings per share, income before income taxes, net income,
return on equity, total shareholder return, market valuation, cash flow and completion of acquisitions. In the case of Awards
that are not intended to qualify for the Performance-Based Exception, the Committee shall designate performance criteria from
among the foregoing or such other business criteria as it shall determine it its sole discretion.


 


(c)
Establishment of Performance Goals. With respect to Awards intended to qualify for the Performance-Based Exception, the
Committee shall establish: (i) the applicable Performance Objectives and performance period, and (ii) the formula for computing
the payout. Such terms and conditions shall be established in writing while the outcome of the applicable performance period is
substantially uncertain, but in no event later than the earlier of: (x) ninety days after the beginning of the applicable performance
period; or (y) the expiration of 25% of the applicable performance period.


 


(d)
Certification of Performance. With respect to any Award intended to qualify for the Performance-Based Exception, the Committee
shall certify in writing whether the applicable Performance Objectives and other material terms imposed on such Award have been
satisfied, and, if they have, ascertain the amount of the payout or vesting of the Award. Notwithstanding any other provision
of the Plan, payment or vesting of any such Award shall not be made until the Committee certifies in writing that the applicable
Performance Objectives and any other material terms of such Award were in fact satisfied in a manner conforming to applicable
regulations under Section 162(m) of the Code.


 


(e)
Negative Discretion. With respect to any Award intended to qualify for the Performance-Based Exception, after the date
that the Performance Objectives are required to be established in writing pursuant to Section 13(c), the Committee shall not have
discretion to increase the amount of compensation that is payable upon achievement of the designated Performance Objectives. However,
the Committee may, in its sole discretion, reduce the amount of compensation that is payable upon achievement of the designated
Performance Objectives.


 


14.
Transferability. Except as otherwise determined by the Committee, no Award or dividend equivalents paid with respect to any Award
shall be transferable by the Participant except by will or the laws of descent and distribution; provided, that if so determined
by the Committee, each Participant may, in a manner established by the Board or the Committee, designate a beneficiary to exercise
the rights of the Participant with respect to any Award upon the death of the Participant and to receive Shares or other property
issued or delivered under such Award. Except as otherwise determined by the Committee, Stock Options and Stock Appreciation Rights
will be exercisable during a Participant’s lifetime only by the Participant or, in the event of the Participant’s
legal incapacity to do so, by the Participant’s guardian or legal representative acting on behalf of the Participant in
a fiduciary capacity under state law and/or court supervision.


 






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15.
Adjustments. In the event of any equity restructuring (within the meaning of Financial Accounting Standards Board Accounting Standards
Codification Topic 718, Compensation – Stock Compensation), such as a stock dividend, stock split, reverse stock split,
spinoff, rights offering, or recapitalization through a large, nonrecurring cash dividend, the Committee shall cause there to
be an equitable adjustment in the numbers of Shares specified in Section 3 of the Plan and, with respect to outstanding Awards,
in the number and kind of Shares subject to outstanding Awards and the exercise price or other price of Shares subject to outstanding
Awards, in each case to prevent dilution or enlargement of the rights of Participants. In the event of any other change in corporate
capitalization, or in the event of a merger, consolidation, liquidation, or similar transaction, the Committee may, in its sole
discretion, cause there to be an equitable adjustment as described in the foregoing sentence, to prevent dilution or enlargement
of rights; provided, however, that, unless otherwise determined by the Committee, the number of Shares subject to
any Award shall always be rounded down to a whole number. Notwithstanding the foregoing, the Committee shall not make any adjustment
pursuant to this Section 15 that would (a) cause any Stock Option intended to qualify as an Incentive Stock Option to fail to
so qualify, (b) cause an Award that is otherwise exempt from Section 409A of the Code to become subject to Section 409A of the
Code, or (c) cause an Award that is subject to Section 409A of the Code to fail to satisfy the requirements of Section 409A of
the Code. The determination of the Committee as to the foregoing adjustments, if any, shall be conclusive and binding on all Participants
and any other persons claiming under or through any Participant.


 


16.
Fractional Shares. The Company shall not be required to issue or deliver any fractional Shares pursuant to the Plan and, unless
otherwise provided by the Committee, fractional shares shall be settled in cash.


 


17.
Withholding Taxes. To the extent required by Applicable Law, a Participant shall be required to satisfy, in a manner satisfactory
to the Company or Subsidiary, as applicable, any withholding tax obligations that arise by reason of a Stock Option or Stock Appreciation
Right exercise, the vesting of or settlement of Shares under an Award, an election pursuant to Section 83(b) of the Code or otherwise
with respect to an Award. The Company and its Subsidiaries shall not be required to issue or deliver Shares, make any payment
or to recognize the transfer or disposition of Shares until such obligations are satisfied. The Committee may permit or require
these obligations to be satisfied by having the Company withhold a portion of the Shares that otherwise would be issued or delivered
to a Participant upon exercise of a Stock Option or Stock Appreciation Right or upon the vesting or settlement of an Award, or
by tendering Shares previously acquired, in each case having a Fair Market Value equal to the minimum amount required to be withheld
or paid, or such other amount that will not result in a negative accounting impact to the Company. Any such elections are subject
to such conditions or procedures as may be established by the Committee and may be subject to disapproval by the Committee.


 


18.
Foreign Employees. Without amending the Plan, the Committee may grant Awards to Participants who are foreign nationals, or who
are subject to Applicable Laws of one or more non-United States jurisdictions, on such terms and conditions different from those
specified in the Plan as may in the judgment of the Committee be necessary or desirable to foster and promote achievement of the
purposes of the Plan, and, in furtherance of such purposes, the Committee may make such modifications, amendments, procedures,
and the like as may be necessary or advisable to comply with provisions of Applicable Laws of other countries in which the Company
or its Subsidiaries operate or have employees.


 


19.
Change in Control. In the event of a Change in Control, the Committee, in its sole discretion, may take such actions, if any,
as it deems necessary or desirable with respect to any Award that is outstanding as of the date of the consummation of the Change
in Control. Such actions may include, without limitation: (a) the acceleration of the vesting, settlement and/or exercisability
of an Award; (b) the payment of a cash amount in exchange for the cancellation of an Award; (c) the cancellation of Stock Options
and/or Stock Appreciation Rights without payment therefor if the Fair Market Value of a Share on the date of the Change in Control
does not exceed the exercise price per Share of the applicable Awards; and/or (d) the issuance of substitute Awards that substantially
preserve the value, rights and benefits of any affected Awards.


 






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20.
Amendment, Modification and Termination.


 


(a)
In General. The Board may at any time and from time to time, alter, amend, suspend or terminate the Plan in whole or in
part; provided, however, that no alteration or amendment that requires shareholder approval in order for the Plan
to comply with any rule promulgated by the SEC or any securities exchange on which Shares are listed or any other Applicable Laws
shall be effective unless such amendment shall be approved by the requisite vote of shareholders of the Company entitled to vote
thereon within the time period required under such applicable listing standard or rule.


 


(b)
Adjustments to Outstanding Awards. The Committee may in its sole discretion at any time (i) provide that all or a portion
of a Participant’s Stock Options, Stock Appreciation Rights and other Awards in the nature of rights that may be exercised
shall become fully or partially exercisable; (ii) provide that all or a part of the time-based vesting restrictions on all or
a portion of the outstanding Awards shall lapse, and/or that any Performance Objectives or other performance-based criteria with
respect to any Awards shall be deemed to be wholly or partially satisfied; or (iii) waive any other limitation or requirement
under any such Award, in each case, as of such date as the Committee may, in its sole discretion, declare. Unless otherwise determined
by the Committee, any such adjustment that is made with respect to an Award that is intended to qualify for the Performance-Based
Exception shall be made at such times and in such manner as will not cause such Awards to fail to qualify under the Performance-Based
Exception. Additionally, the Committee shall not make any adjustment pursuant to this Section 20(b) that would cause an Award
that is otherwise exempt from Section 409A of the Code to become subject to Section 409A of the Code, or that would cause an Award
that is subject to Section 409A of the Code to fail to satisfy the requirements of Section 409A of the Code.


 


(c)
Prohibition on Repricing. Except for adjustments made pursuant to Sections 15 or 19, the Board or the Committee will not,
without the further approval of the shareholders of the Company, authorize the amendment of any outstanding Stock Option or Stock
Appreciation Right to reduce the exercise price. No Stock Option or Stock Appreciation Right will be cancelled and replaced with
an Award having a lower exercise price, or for another Award, or for cash without further approval of the shareholders of the
Company, except as provided in Sections 15 or 19. Furthermore, no Stock Option or Stock Appreciation Right will provide for the
payment, at the time of exercise, of a cash bonus or grant or sale of another Award without further approval of the shareholders
of the Company. This Section 20(c) is intended to prohibit the repricing of “underwater” Stock Options or Stock Appreciation
Rights without shareholder approval and will not be construed to prohibit the adjustments provided for in Sections 15 or 19.


 


(d)
Effect on Outstanding Awards. Notwithstanding any other provision of the Plan to the contrary (other than Sections 15,
19, 20(b) and 22(d)), no termination, amendment, suspension, or modification of the Plan or an Award Agreement shall adversely
affect in any material way any Award previously granted under the Plan, without the written consent of the Participant holding
such Award; provided that the Committee may modify an Incentive Stock Option held by a Participant to disqualify such Stock
Option from treatment as an “incentive stock option” under Section 422 of the Code without the Participant’s
consent.


 


21.
Applicable Laws. The obligations of the Company with respect to Awards under the Plan shall be subject to all Applicable Laws
and such approvals by any governmental agencies as the Committee determines may be required. The Plan and each Award Agreement
shall be governed by the laws of the State of Ohio, excluding any conflicts or choice of law rule or principle that might otherwise
refer construction or interpretation of the Plan to the substantive law of another jurisdiction.


 






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22.
Miscellaneous.


 


(a)
Deferral of Awards. Except with respect to Stock Options, Stock Appreciation Rights and Restricted Shares, the Committee
may permit Participants to elect to defer the issuance or delivery of Shares or the settlement of Awards in cash under the Plan
pursuant to such rules, procedures or programs as it may establish for purposes of the Plan. The Committee also may provide that
deferred issuances and settlements include the payment or crediting of dividend equivalents or interest on the deferral amounts.
All elections and deferrals permitted under this provision shall comply with Section 409A of the Code, including setting forth
the time and manner of the election (including a compliant time and form of payment), the date on which the election is irrevocable,
and whether the election can be changed until the date it is irrevocable.


 


(b)
No Right of Continued Employment. The Plan shall not confer upon any Participant any right with respect to continuance
of employment or other service with the Company or any Subsidiary, nor shall it interfere in any way with any right the Company
or any Subsidiary would otherwise have to terminate such Participant’s employment or other service at any time. No Employee,
Trustee, or Consultant shall have the right to be selected to receive an Award under the Plan, or, having been so selected, to
be selected to receive future Awards.


 


(c)
Unfunded, Unsecured Plan. Neither a Participant nor any other person shall, by reason of participation in the Plan, acquire
any right or title to any assets, funds or property of the Company or any Subsidiary, including without limitation, any specific
funds, assets or other property which the Company or any Subsidiary may set aside in anticipation of any liability under the Plan.
A Participant shall have only a contractual right to an Award or the amounts, if any, payable under the Plan, unsecured by any
assets of the Company or any Subsidiary, and nothing contained in the Plan shall constitute a guarantee that the assets of the
Company or any Subsidiary shall be sufficient to pay any benefits to any person.


 


(d)
Severability. If any provision of the Plan is or becomes invalid, illegal or unenforceable in any jurisdiction, or would
disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed
amended or limited in scope to conform to Applicable Laws or, in the discretion of the Committee, it shall be stricken and the
remainder of the Plan shall remain in full force and effect.


 


(e)
Acceptance of Plan. By accepting any benefit under the Plan, each Participant and each person claiming under or through
any such Participant shall be conclusively deemed to have indicated their acceptance and ratification of, and consent to, all
of the terms and conditions of the Plan and any action taken under the Plan by the Committee, the Board or the Company, in any
case in accordance with the terms and conditions of the Plan.


 


(f)
Successors. All obligations of the Company under the Plan and with respect to Awards shall be binding on any successor
to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation,
or other event, or a sale or disposition of all or substantially all of the business and/or assets of the Company and references
to the “Company” herein and in any Award Agreements shall be deemed to refer to such successors.


 


[END
OF DOCUMENT]


 




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