Exhibit 10.4


 


 


 


 


 


 





 



 





 


Nextnav
inc.


 


2021 OMNIBUS INCENTIVE PLAN 


 


 





 



 


 


 


 


 


 







 






     


     


    

 


Table
of Contents


 


	 	 	 	Page
	1.	 	PURPOSE	1
	 	 	 	 
	2.	 	DEFINITIONS	1
	 	 	 	 
	3.	 	ADMINISTRATION OF THE PLAN	6
	 	 	3.1	 	Committee	6
	 	 	 	 	3.1.1	 	Powers and Authorities	6
	 	 	 	 	3.1.2	 	Composition of the Committee	7
	 	 	 	 	3.1.3	 	Other Committees	7
	 	 	 	 	3.1.4	 	Delegation by the Committee.	7
	 	 	3.2	 	Board	7
	 	 	3.3	 	Terms of Awards	8
	 	 	 	 	3.3.1	 	Committee Authority	8
	 	 	 	 	3.3.2	 	Forfeiture; Recoupment	8
	 	 	3.4	 	No Repricing Without Stockholder Approval	8
	 	 	3.5	 	Deferral Arrangement	9
	 	 	3.6	 	Registration; Share Certificates	9
	 	 	 	 
	4.	 	STOCK SUBJECT TO THE PLAN	9
	 	 	4.1	 	Number of Shares of Stock Available for Awards	9
	 	 	4.2	 	Adjustments in Authorized Shares of Stock	9
	 	 	4.3	 	Share Usage	10
	 	 	 	 
	5.	 	TERM; AMENDMENT AND TERMINATION	10
	 	 	5.1	 	Term	10
	 	 	5.2	 	Amendment, Suspension, and Termination	10
	 	 	 	 
	6.	 	AWARD ELIGIBILITY AND LIMITATIONS	11
	 	 	6.1	 	Eligible Grantees	11
	 	 	6.2	 	Stand-Alone, Additional, Tandem, and Substitute Awards	11
	 	 	 	 
	7.	 	AWARD AGREEMENT	11
	 	 	 	 
	8.	 	TERMS AND CONDITIONS OF OPTIONS	11
	 	 	8.1	 	Option Price	11
	 	 	8.2	 	Vesting and Exercisability	11
	 	 	8.3	 	Term	12
	 	 	8.4	 	Termination of Service	12
	 	 	8.5	 	Limitations on Exercise of Option	12
	 	 	8.6	 	Method of Exercise	12
	 	 	8.7	 	Rights of Holders of Options	12
	 	 	8.8	 	Delivery of Stock	12
	 	 	8.9	 	Transferability of Options	12
	 	 	8.10	 	Family Transfers	13
	 	 	8.11	 	Limitations on Incentive Stock Options.	13
	 	 	8.12	 	Notice of Disqualifying Disposition.	13
	 	 	 	 
	9.	 	TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS	13
	 	 	9.1	 	Right to Payment and SAR Price	13
	 	 	9.2	 	Other Terms	13
	 	 	9.3	 	Term	14
	 	 	9.4	 	Rights of Holders of SARs.	14
	 	 	9.5	 	Transferability of SARs	14
	 	 	9.6	 	Family Transfers	14



 






    i


     


    

 







	 	 	 	Page
	10.	 	TERMS AND CONDITIONS OF RESTRICTED STOCK, RESTRICTED STOCK UNITS, AND DEFERRED STOCK UNITS	14
	 	 	10.1	 	Grant of Restricted Stock, Restricted Stock Units, and Deferred Stock Units	14
	 	 	10.2	 	Restrictions	14
	 	 	10.3	 	Registration; Restricted Stock Certificates	15
	 	 	10.4	 	Rights of Holders of Restricted Stock	15
	 	 	10.5	 	Rights of Holders of Restricted Stock Units and Deferred Stock Units	15
	 	 	 	 	10.5.1	 	Voting and Dividend Rights	15
	 	 	 	 	10.5.2	 	Creditor’s Rights	15
	 	 	10.6	 	Termination of Service	15
	 	 	10.7	 	Purchase of Restricted Stock and Shares of Stock Subject to Restricted Stock Units and Deferred Stock Units	16
	 	 	10.8	 	Delivery of Shares of Stock	16
	 	 	 	 
	11.	 	TERMS AND CONDITIONS OF UNRESTRICTED STOCK AWARDS AND OTHER EQUITY-BASED AWARDS	16
	 	 	11.1	 	Unrestricted Stock Awards	16
	 	 	11.2	 	Other Equity-Based Awards	16
	 	 	 	 
	12.	 	TERMS AND CONDITIONS OF DIVIDEND EQUIVALENT RIGHTS	17
	 	 	12.1	 	Dividend Equivalent Rights	17
	 	 	12.2	 	Termination of Service	17
	 	 	 	 
	13.	 	TERMS AND CONDITIONS OF PERFORMANCE AWARDS	17
	 	 	13.1	 	Grant of Performance Awards	17
	 	 	13.2	 	Value of Performance Awards	17
	 	 	13.3	 	Earning of Performance Awards	17
	 	 	13.4	 	Form and Timing of Payment of Performance Awards	17
	 	 	13.5	 	Performance Conditions	18
	 	 	13.6	 	Performance Measures	18
	 	 	 	 
	14.	 	FORMS OF PAYMENT	18
	 	 	14.1	 	General Rule	18
	 	 	14.2	 	Surrender of Shares of Stock	18
	 	 	14.3	 	Cashless Exercise	18
	 	 	14.4	 	Other Forms of Payment	19
	 	 	 	 
	15.	 	REQUIREMENTS OF LAW	19
	 	 	15.1	 	General	19
	 	 	15.2	 	Rule 16b-3	19
	 	 	 	 
	16.	 	EFFECT OF CHANGES IN CAPITALIZATION	20
	 	 	16.1	 	Changes in Stock	20
	 	 	16.2	 	Transaction in Which the Company is the Surviving Entity Which Does not Constitute a Change in Control	20
	 	 	16.3	 	Change in Control in which Awards are not Assumed	21
	 	 	16.4	 	Change in Control in which Awards are Assumed	21
	 	 	16.5	 	Adjustments.	22
	 	 	16.6	 	No Limitations on Company	22




 






    ii


     


    

 







	 	 	 	Page
	17.	 	PARACHUTE LIMITATIONS	22
	 	 	 	 
	18.	 	GENERAL PROVISIONS	23
	 	 	18.1	 	Disclaimer of Rights	23
	 	 	18.2	 	Nonexclusivity of the Plan	23
	 	 	18.3	 	Withholding Taxes	23
	 	 	18.4	 	Captions	24
	 	 	18.5	 	Construction	24
	 	 	18.6	 	Other Provisions	24
	 	 	18.7	 	Number and Gender	24
	 	 	18.8	 	Severability	24
	 	 	18.9	 	Governing Law	24
	 	 	18.10	 	Foreign Jurisdictions	24
	 	 	18.11	 	Section 409A of the Code	24
	 	 	18.12	 	Limitation on Liability.	25




 






    iii


     


    

 




NEXTNAV INC.

2021 OMNIBUS INCENTIVE PLAN


 


1. PURPOSE



 


The Plan is intended to (a) provide eligible
individuals with an incentive to contribute to the success of the Company and to operate and manage the Company’s business in a
manner that will provide for the Company’s long-term growth and profitability and that will benefit its stockholders and other important
stakeholders, including its employees and customers, and (b) provide a means of recruiting, rewarding, and retaining key personnel.
To this end, the Plan provides for the grant of Awards of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units,
Deferred Stock Units, Unrestricted Stock, Dividend Equivalent Rights, Other Equity-Based Awards, and cash bonus awards. Any of these Awards
may, but need not, be made as performance incentives to reward the holders of such Awards for the achievement of performance goals in
accordance with the terms of the Plan. Options granted under the Plan may be Nonqualified Stock Options or Incentive Stock Options.


 


2. DEFINITIONS



 


For purposes of interpreting the Plan documents,
including the Plan and Award Agreements, the following capitalized terms shall have the meanings specified below, unless the context clearly
indicates otherwise:


 


2.1 “Affiliate”
shall mean any Person that controls, is controlled by, or is under common control with the Company within the meaning of Rule 405
of Regulation C under the Securities Act, including any Subsidiary. For purposes of making a grant of Options or Stock Appreciation Rights,
an entity shall not be considered an Affiliate unless the Company holds a Controlling Interest in such entity. The preceding sentence
does not, however, apply for purposes of determining whether Service is uninterrupted for purposes of vesting, exercisability, or expiration
of Options and Stock Appreciation Rights.


 


2.2 “Applicable
Laws” shall mean the legal requirements relating to the Plan and the Awards under (a) applicable provisions of the Code,
the Securities Act, the Exchange Act, any rules or regulations thereunder, and any other laws, rules, regulations, and government orders
of any jurisdiction applicable to the Company or its Affiliates, (b) applicable provisions of the corporate, securities, tax, and
other laws, rules, regulations, and government orders of any jurisdiction applicable to Awards granted to residents thereof, and (c) the
rules of any Stock Exchange or Securities Market on which the Stock is listed or publicly traded.


 


2.3 “Award”
shall mean a grant under the Plan of an Option, a Stock Appreciation Right, Restricted Stock, a Restricted Stock Unit, a Deferred Stock
Unit, Unrestricted Stock, a Dividend Equivalent Right, a Performance Share or other Performance Award, an Other Equity-Based Award, or
cash.


 


2.4 “Award
Agreement” shall mean the written agreement, in such written, electronic, or other form as determined by the Committee, between
the Company and a Grantee that evidences and sets forth the terms and conditions of an Award.


 


2.5  “Beneficial
Owner” shall have the meaning set forth in Rule 13d-3 under the Exchange Act.


 


2.6 “Benefit
Arrangement” shall mean any formal or informal plan or other arrangement for the direct or indirect provision of compensation
to a Grantee (including groups or classes of Grantees or beneficiaries of which the Grantee is a member), whether or not such compensation
is deferred, is in cash, or is in the form of a benefit to or for the Grantee.


 


2.7 “Board”
shall mean the Board of Directors of the Company.


 


2.8 “Capital
Stock” shall mean, with respect to any Person, any and all shares, interests, participations, or other equivalents (however
designated, whether voting or non-voting) in equity of such Person, whether outstanding on the Effective Date or issued thereafter, including,
without limitation, all shares of Stock.


 






    1


     


    

 


2.9 “Cause” shall
have the meaning set forth in an applicable agreement between a Grantee and the Company or an Affiliate, and in the absence of any
such agreement, shall mean, with respect to any Grantee and as determined by the Committee, (a) gross negligence or willful
misconduct in connection with the performance of duties; (b) conviction of, or pleading guilty or nolo contendere to, a
criminal offense (other than minor traffic offenses); (c) engagement in material dishonesty which is injurious to the Company
or an Affiliate; (d) engagement in misconduct or gross neglect that causes material harm to the Company or an Affiliate;
(e) material violation of the Company’s or an Affiliate’s written policies relating to sexual harassment; or
(f) material breach of any term of any employment, consulting or other services, confidentiality, intellectual property, or
non-competition agreements, if any, between such Grantee and the Company or an Affiliate. Any determination by the Committee
regarding whether an event constituting Cause shall have occurred shall be final, binding, and conclusive.


 


2.10  “Change in Control”
shall mean, subject to Section 18.11, the occurrence of any of the following:


 


(a)    A
transaction or a series of related transactions whereby any Person or Group (other than the Company or any Affiliate) becomes the Beneficial
Owner of fifty percent (50%) or more of the total voting power of the Voting Stock of the Company, on a Fully Diluted Basis;


 


(b)    Individuals
who, as of the Effective Date, constitute the Board (the “Incumbent Board”) (together with any new directors whose
election by such Incumbent Board or whose nomination by such Incumbent Board for election by the stockholders of the Company was approved
by a vote of at least a majority of the members of such Incumbent Board then in office who either were members of such Incumbent Board
or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the members
of such Board then in office;


 


(c)    The
Company consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, the Company (regardless
of whether the Company is the surviving Person), other than any such transaction in which the Prior Stockholders own directly or indirectly
at least a majority of the voting power of the Voting Stock of the surviving Person in such merger or consolidation immediately after
such transaction;


 


(d)    The
consummation of any direct or indirect sale, lease, transfer, conveyance, or other disposition (other than by way of reorganization, merger,
or consolidation), in one transaction or a series of related transactions, of all or substantially all of the assets of the Company and
its Subsidiaries, taken as a whole, to any Person or Group (other than the Company or any Affiliate), except any such transaction or series
of transactions in which the Prior Stockholders own directly or indirectly at least a majority of the voting power of the Voting Stock
of such Person or Group immediately after such transaction or series of transactions; or


 


(e)    The
consummation of a plan or proposal for the liquidation, winding up, or dissolution of the Company.


 


Notwithstanding the foregoing, the transactions
contemplated by that certain Merger Agreement, dated as of June 9, 2021, by and among the Company, Spartacus Acquisition Corporation,
NextNav Holdings, LLC, NextNav, LLC and the other parties thereto shall not, individually or collectively, constitute a Change in Control.


 


The Board shall have full and final authority, in
its sole discretion, to determine conclusively whether a Change in Control has occurred pursuant to the above definition, the date of
the occurrence of such Change in Control, and any incidental matters relating thereto.


 


2.11  “Code”
shall mean the Internal Revenue Code of 1986, as amended, as now in effect or as hereafter amended, and any successor thereto. References
in the Plan to any Code Section shall be deemed to include, as applicable, regulations and guidance promulgated under such Code Section.


 


2.12  “Committee”
shall mean a committee of, and designated from time to time by resolution of, the Board, which shall be constituted as provided in Section 3.1.2
and Section 3.1.3 (or, if no Committee has been so designated, the Board).


 


2.13   “Company”
shall mean NextNav Inc., a Delaware corporation, and any successor thereto.


 


2.14  “Controlling
Interest” shall have the meaning set forth in Treasury Regulation Section 1.414(c)-2(b)(2)(i); provided that
(a) except as specified in clause (b) below, an interest of “at least 50 percent” shall be used instead
of an interest of “at least 80 percent” in each case where “at least 80 percent” appears in Treasury
Regulation Section 1.414(c)-2(b)(2)(i), and (b) where a grant of Options or Stock Appreciation Rights is based upon a
legitimate business criterion, an interest of “at least 20 percent” shall be used instead of an interest of “at
least 80 percent” in each case where “at least 80 percent” appears in Treasury Regulation
Section 1.414(c)-2(b)(2)(i).


 






    2


     


    

 


2.15  “Deferred Stock
Unit” shall mean a Restricted Stock Unit, the terms of which provide for delivery of the underlying shares of Stock, cash, or
a combination thereof subsequent to the date of vesting, at a time or times consistent with the requirements of Code Section 409A.


 


2.16  “Disability”
shall mean the inability of a Grantee to perform each of the essential duties of such Grantee’s position by reason of a medically
determinable physical or mental impairment which is potentially permanent in character or which can be expected to last for a continuous
period of not less than twelve (12) months; provided that, with respect to rules regarding the expiration of an Incentive Stock Option
following termination of a Grantee’s Service, Disability shall mean the inability of such Grantee to engage in any substantial gainful
activity by reason of a medically determinable physical or mental impairment which can be expected to result in death or which has lasted
or can be expected to last for a continuous period of not less than twelve (12) months.


 


2.17  “Disqualified Individual”
shall have the meaning set forth in Code Section 280G(c).


 


2.18  “Dividend Equivalent
Right” shall mean a right, granted to a Grantee pursuant to Article 12, entitling the Grantee thereof to receive,
or to receive credits for the future payment of, cash, Stock, other Awards, or other property equal in value to dividend payments or distributions,
or other periodic payments, declared or paid with respect to a number of shares of Stock specified in such Dividend Equivalent Right (or
other Award to which such Dividend Equivalent Right relates) as if such shares of Stock had been issued to and held by the Grantee of
such Dividend Equivalent Right as of the record date of the declaration thereof.


 


2.19  “Effective Date”
shall mean the date the Plan is adopted by the Board, subject to approval of the Plan by the Company’s stockholders in accordance
with Section 5.1.


 


2.20  “Employee”
shall mean, as of any date of determination, an employee (including an officer) of the Company or an Affiliate.


 


2.21  “Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended, as now in effect or as hereafter amended, and any successor thereto.


 


2.22  “Fair Market Value”
shall mean the fair market value of a share of Stock for purposes of the Plan, which shall be, as of any date of determination:


 


(a)    If
on such date the shares of Stock are listed on a Stock Exchange, or are publicly traded on another Securities Market, the Fair Market
Value of a share of Stock shall be the closing price of the Stock as reported on such Stock Exchange or such Securities Market (provided
that, if there is more than one such Stock Exchange or Securities Market, the Committee shall designate the appropriate Stock Exchange
or Securities Market for purposes of the Fair Market Value determination). If there is no such reported closing price on such date, the
Fair Market Value of a share of Stock shall be the closing price of the Stock on the next preceding day on which any sale of Stock shall
have been reported on such Stock Exchange or such Securities Market.


 


(b)    If
on such date the shares of Stock are not listed on a Stock Exchange or publicly traded on a Securities Market, the Fair Market Value of
a share of Stock shall be the value of the Stock as determined by the Committee by the reasonable application of a reasonable valuation
method, in a manner consistent with Code Section 409A.


 


Notwithstanding this Section 2.22
or Section 18.3, for purposes of determining taxable income and the amount of the related tax withholding obligation
pursuant to Section 18.3, the Fair Market Value shall be determined by the Committee in good faith using any reasonable
method it deems appropriate, to be applied consistently with respect to Grantees; provided that the Committee shall determine the
Fair Market Value of shares of Stock for tax withholding obligations due in connection with sales, by or on behalf of a Grantee, of
such shares of Stock subject to an Award to pay the Option Price, SAR Price, and/or any tax withholding obligation on the same date
on which such shares may first be sold pursuant to the terms of the applicable Award Agreement (including broker-assisted cashless
exercises of Options and Stock Appreciation Rights, as described in Section 14.3, and sell-to-cover transactions) in any
manner consistent with applicable provisions of the Code, including, without limitation, by using the sale price of such shares on
such date (or if sales of such shares are effectuated at more than one sale price, the weighted average sale price of such shares on
such date) as the Fair Market Value of such shares, so long as such Grantee has provided the Company, or its designee or agent, with
advance written notice of such sale.


 






    3


     


    

 


2.23   “Family Member”
shall mean, with respect to any Grantee as of any date of determination, (a) a Person who is a spouse, former spouse, child, stepchild,
grandchild, parent, stepparent, grandparent, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother, sister,
brother-in-law, or sister-in-law, including adoptive relationships, of such Grantee, (b) any Person sharing such Grantee’s
household (other than a tenant or employee), (c) a trust in which any one or more of the Persons specified in clauses (a) and
(b) above (and such Grantee) own more than fifty percent (50%) of the beneficial interest, (d) a foundation in which any
one or more of the Persons specified in clauses (a) and (b) above (and such Grantee) control the management of assets, and (e) any
other entity in which one or more of the Persons specified in clauses (a) and (b) above (and such Grantee) own more than fifty
percent (50%) of the voting interests.


 


2.24  “Fully Diluted Basis”
shall mean, as of any date of determination, the sum of (x) the number of shares of Voting Stock outstanding as of such date of determination
plus (y) the number of shares of Voting Stock issuable upon the exercise, conversion, or exchange of all then-outstanding warrants,
options, convertible Capital Stock or indebtedness, exchangeable Capital Stock or indebtedness, or other rights exercisable for or convertible
or exchangeable into, directly or indirectly, shares of Voting Stock, whether at the time of issue or upon the passage of time or upon
the occurrence of some future event, and whether or not in-the-money as of such date of determination.


 


2.25  “Grant Date”
shall mean, as determined by the Committee, the latest to occur of (a) the date as of which the Committee approves the Award, (b) the
date on which the recipient of an Award first becomes eligible to receive an Award under Article 6 hereof (for example, in the
case of a new hire, the first date on which such new hire performs any Service), or (c) such date later than the dates specified
in clauses (a) and (b) specified by the Committee in the corporate action approving the Award.


 


2.26  “Grantee”
shall mean a Person who receives or holds an Award under the Plan.


 


2.27  “Group”
shall have the meaning set forth in Sections 13(d) and 14(d)(2) of the Exchange Act.


 


2.28  “Incentive Stock
Option” shall mean an “incentive stock option” within the meaning of Code Section 422.


 


2.29  “Nonqualified Stock
Option” shall mean an Option that is not an Incentive Stock Option.


 


2.30  “Non-Employee Director”
shall have the meaning set forth in Rule 16b-3 under the Exchange Act.


 


2.31  “Officer”
shall have the meaning set forth in Rule 16a-1(f) under the Exchange Act.


 


2.32   “Option”
shall mean an option to purchase one or more shares of Stock at a specified Option Price awarded to a Grantee pursuant to Article 8.


 


2.33  “Option Price”
shall mean the per share exercise price for shares of Stock subject to an Option.


 


2.34  “Other Agreement”
shall mean any agreement, contract, or understanding heretofore or hereafter entered into by a Grantee with the Company or an Affiliate,
except an agreement, contract, or understanding that expressly addresses Code Section 280G and/or Code Section 4999.


 


2.35  “Other Equity-Based
Award” shall mean an Award representing a right or other interest that may be denominated or payable in, valued in whole or
in part by reference to, or otherwise based on or related to Stock, other than an Option, a Stock Appreciation Right, Restricted Stock,
a Restricted Stock Unit, a Deferred Stock Unit, Unrestricted Stock, a Dividend Equivalent Right, or a Performance Share or other Performance
Award.


 


2.36   “Parachute Payment”
shall mean a “parachute payment” within the meaning of Code Section 280G(b)(2), or the corresponding provision of any
subsequently enacted tax statute, as amended from time to time.




 






    4


     


    






 


2.37  “Performance Award”
shall mean an Award of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Deferred Stock Units, Performance
Shares, Other Equity-Based Awards, or cash made subject to the achievement of Performance Measures (as provided in Article 13)
over a Performance Period specified by the Committee.


 


2.38   “Performance Measures”
shall mean performance criteria on which performance goals under Performance Awards are based.


 


2.39  “Performance Period”
shall mean the period of time, up to ten (10) years, during or over which the Performance Measures under Performance Awards must be met
in order to determine the degree of payout and/or vesting with respect to any such Performance Awards.


 


2.40  “Performance Shares”
shall mean a Performance Award representing a right or other interest that may be denominated or payable in, valued in whole or in part
by reference to, or otherwise based on or related to Stock, made subject to the achievement of Performance Measures (as provided in Article 13)
over a Performance Period of up to ten (10) years.


 


2.41  “Person”
shall mean an individual, a corporation, a partnership, a limited liability company, an association, a trust, or any other entity or organization,
including a government or political subdivision or an agency or instrumentality thereof; provided that, for purposes of Section 2.10(a)
and Section 2.10(d), Person shall have the meaning set forth in Sections 13(d) and 14(d)(2) of the Exchange Act.


 


2.42  “Plan”
shall mean this NextNav Inc. 2021 Omnibus Incentive Plan, as amended and/or restated from time to time.


 


2.43  “Prior Stockholders”
shall mean the holders of equity securities that represented one hundred percent (100%) of the Voting Stock of the Company immediately
prior to a reorganization, merger, or consolidation involving the Company or any sale or other disposition of all or substantially all
of the assets of the Company and its Subsidiaries, taken as a whole (or other equity securities into which the Stock or such other equity
securities are converted as part of such reorganization, merger, or consolidation transaction).


 


2.44   “Restricted Period”
shall mean a period of time established by the Committee during which an Award of Restricted Stock, Restricted Stock Units, or Deferred
Stock Units is subject to restrictions.


 


2.45  “Restricted Stock”
shall mean shares of Stock awarded to a Grantee pursuant to Article 10.


 


2.46  “Restricted Stock
Unit” shall mean a bookkeeping entry representing the equivalent of one (1) share of Stock awarded to a Grantee pursuant
to Article 10 that may be settled, subject to the terms and conditions of the applicable Award Agreement, in shares of Stock, cash,
or a combination thereof.


 


2.47  “SAR Price”
shall mean the per share exercise price of a SAR.


 


2.48  “Securities Act”
shall mean the Securities Act of 1933, as amended, as now in effect or as hereafter amended, and any successor thereto.


 


2.49  “Securities Market”
shall mean an established securities market.


 


2.50  “Separation from
Service” shall have the meaning set forth in Code Section 409A.


 


2.51  “Service”
shall mean service qualifying a Grantee as a Service Provider to the Company or an Affiliate. Unless otherwise provided in the applicable
Award Agreement, a Grantee’s change in position or duties shall not result in interrupted or terminated Service, so long as such
Grantee continues to be a Service Provider to the Company or an Affiliate. Subject to the preceding sentence, any determination by the
Committee whether a termination of Service shall have occurred for purposes of the Plan shall be final, binding, and conclusive. If a
Service Provider’s employment or other Service relationship is with an Affiliate and the applicable entity ceases to be an Affiliate,
a termination of Service shall be deemed to have occurred when such entity ceases to be an Affiliate unless the Service Provider transfers
his or her employment or other Service relationship to the Company or any other Affiliate.




 






    5


     


    

 




2.52  “Service Provider”
shall mean (a) an Employee or director of the Company or an Affiliate, or (b) a consultant or adviser to the Company or an Affiliate
(i) who is a natural person, (ii) who is currently providing bona fide services to the Company or an Affiliate, and (iii) whose
services are not in connection with the Company’s sale of securities in a capital-raising transaction and do not directly or indirectly
promote or maintain a market for the Company’s Capital Stock.


 


2.53  “Service Recipient
Stock” shall have the meaning set forth in Code Section 409A.


 


2.54  “Share Limit”
shall have the meaning set forth in Section 4.1.


 


2.55  “Short-Term Deferral
Period” shall have the meaning set forth in Code Section 409A.


 


2.56  “Stock”
shall mean the common stock, par value $0.0001 per share, of the Company, or any security into which shares of Stock may be changed or
for which shares of Stock may be exchanged as provided in Section 16.1.


 


2.57  “Stock Appreciation
Right” or “SAR” shall mean a right granted to a Grantee pursuant to Article 9.


 


2.58  “Stock Exchange”
shall mean the New York Stock Exchange, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or
another established national or regional stock exchange.


 


2.59  “Subsidiary”
shall mean any corporation (other than the Company) or non-corporate entity with respect to which the Company owns, directly or indirectly,
fifty percent (50%) or more of the total combined voting power of all classes of Voting Stock. In addition, any other entity may
be designated by the Committee as a Subsidiary, provided that (a) such entity could be considered as a subsidiary according to generally
accepted accounting principles in the United States of America and (b) in the case of an Award of Options or Stock Appreciation
Rights, such Award would be considered to be granted in respect of Service Recipient Stock under Code Section 409A.


 


2.60  “Substitute Award”
shall mean an Award granted upon assumption of, or in substitution for, outstanding awards previously granted under a compensatory plan
of the Company, an Affiliate, or a business entity acquired or to be acquired by the Company or an Affiliate or with which the Company
or an Affiliate has combined or will combine.


 


2.61  “Ten Percent Stockholder”
shall mean a natural Person who owns more than ten percent (10%) of the total combined voting power of all classes of Voting Stock
of the Company, the Company’s parent (if any), or any of the Company’s Subsidiaries. In determining stock ownership, the attribution
rules of Code Section 424(d) shall be applied.


 


2.62  “Unrestricted Stock”
shall mean Stock that is free of any restrictions.


 


2.63  “Voting Stock”
shall mean, with respect to any Person, Capital Stock of any class or kind ordinarily having the power to vote for the election of directors,
managers, or other voting members of the governing body of such Person. Without limiting the generality of the foregoing, the Stock shall
be Voting Stock of the Company.


 


3. ADMINISTRATION
OF THE PLAN 


 


3.1 Committee. 


 


3.1.1 Powers
and Authorities. 


 


The Committee shall administer the Plan and shall
have such powers and authorities related to the administration of the Plan as are consistent with the Company’s certificate of
incorporation and bylaws and Applicable Laws. Without limiting the generality of the foregoing, the Committee shall have full power and
authority to take all actions and to make all determinations required or provided for under the Plan, any Award, or any Award Agreement
and shall have full power and authority to take all such other actions and to make all such other determinations not inconsistent with
the specific terms and provisions of the Plan which the Committee deems to be necessary or appropriate to the administration of the Plan,
any Award, or any Award Agreement. All such actions and determinations shall be made by (a) the affirmative vote of a majority of
the members of the Committee present at a meeting at which a quorum is present, or (b) the unanimous consent of the members of the
Committee executed in writing or evidenced by electronic transmission in accordance with the Company’s certificate of incorporation
and bylaws and Applicable Laws. Unless otherwise expressly determined by the Board, the Committee shall have the authority to interpret
and construe all provisions of the Plan, any Award, and any Award Agreement, and any such interpretation or construction, and any other
determination contemplated to be made under the Plan or any Award Agreement, by the Committee shall be final, binding, and conclusive
on all Persons, whether or not expressly provided for in any provision of the Plan, such Award, or such Award Agreement.


 






    6


     


    

 


In the event that the Plan, any Award, or any Award
Agreement provides for any action to be taken by the Board or any determination to be made by the Board, such action may be taken or such
determination may be made by the Committee constituted in accordance with this Section 3.1 if the Board has delegated the
power and authority to do so to such Committee.


 


3.1.2 Composition
of the Committee. 


 


The Committee shall be a committee composed of not
fewer than two (2) directors of the Company designated by the Board to administer the Plan. Each member of the Committee shall (a) be
a Non-Employee Director and (b) satisfy the composition requirements of any Stock Exchange on which the Stock is listed. Any action
taken by the Committee shall be valid and effective whether or not members of the Committee at the time of such action are later determined
not to have satisfied the requirements for membership set forth in this Section 3.1.2 or otherwise provided in any charter
of the Committee. Without limiting the generality of the foregoing, the Committee may be the Compensation Committee of the Board or a
subcommittee thereof.


 


3.1.3 Other
Committees. 


 


The Board also may appoint one or more committees
of the Board, each composed of one or more directors of the Company, which (a) may administer the Plan with respect to Grantees who
are not Officers or directors of the Company, (b) may grant Awards under the Plan to such Grantees, and (c) may determine all
terms of such Awards subject, if applicable, to the requirements of Rule 16b-3 under the Exchange Act and the rules of any Stock
Exchange or Securities Market on which the Stock is listed or publicly traded.


 


3.1.4 Delegation
by the Committee. 


 


If and to the extent permitted by Applicable Laws,
the Committee, by resolution, may delegate some or all of its authority with respect to the Plan and Awards to the Chief Executive Officer
of the Company and/or any other officer of the Company designated by the Committee, provided that the Committee may not delegate its authority
hereunder (a) to make Awards to directors of the Company, (b) to make Awards to Employees who are (i) Officers or (ii) officers
of the Company who are delegated authority by the Committee pursuant to this Section 3.1.4, or (c) to interpret the Plan,
any Award, or any Award Agreement. Any delegation hereunder will be subject to the restrictions and limits that the Committee specifies
at the time of such delegation or thereafter. Nothing in the Plan will be construed as obligating the Committee to delegate authority
to any officer of the Company, and the Committee may at any time rescind the authority delegated to an officer of the Company appointed
hereunder and delegate authority to one or more other officers of the Company. At all times, an officer of the Company delegated authority
pursuant to this Section 3.1.4 will serve in such capacity at the pleasure of the Committee. Any action undertaken by any
such officer of the Company in accordance with the Committee’s delegation of authority will have the same force and effect as if
undertaken directly by the Committee, and any reference in the Plan to the “Committee” will, to the extent consistent with
the terms and limitations of such delegation, be deemed to include a reference to each such officer.


 


3.2 Board. 


 


The Board, from time to time, may exercise any or
all of the powers and authorities related to the administration and implementation of the Plan, as set forth in Section 3.1
and other applicable provisions of the Plan, as the Board shall determine, consistent with the Company’s certificate of incorporation
and bylaws and Applicable Laws.




 






    7


     


    

 


3.3 Terms of Awards. 


 


3.3.1 Committee
Authority. 


 


Subject to the other terms and conditions of the
Plan, the Committee shall have full and final authority to:


 


(a)  designate Grantees;


 


(b) determine the type or
types of Awards to be made to a Grantee;


 


(c)  determine the number
of shares of Stock to be subject to an Award or to which an Award relates;


 


(d) establish the terms and
conditions of each Award (including the Option Price of any Option, the SAR Price for any Stock Appreciation Right, and the purchase price
for applicable Awards, the nature and duration of any restriction or condition (or provision for lapse thereof) relating to the vesting,
exercise, transfer, or forfeiture of an Award or the shares of Stock subject thereto, the treatment of an Award in the event of a Change
in Control (subject to applicable agreements), and any terms or conditions that may be necessary to qualify Options as Incentive Stock
Options);


 


(e)  prescribe the form
of each Award Agreement evidencing an Award;


 


(f)  subject to the
limitation on repricing in Section 3.4, amend, modify, or supplement the terms of any outstanding Award, which authority shall
include the authority, in order to effectuate the purposes of the Plan but without amending the Plan, to make Awards or to modify outstanding
Awards made to eligible natural Persons who are foreign nationals or are natural Persons who are employed outside the United States
to reflect differences in local law, tax policy, or custom; provided that, notwithstanding the foregoing, no amendment, modification,
or supplement of the terms of any outstanding Award shall, without the consent of the Grantee thereof, impair such Grantee’s rights
under such Award; and


 


(g) make Substitute Awards.


 


3.3.2 Forfeiture;
Recoupment. 


 


The Committee may reserve the right in an Award
Agreement to cause a forfeiture of the gain realized by a Grantee with respect to an Award thereunder on account of actions taken by,
or failed to be taken by, such Grantee in violation or breach of, or in conflict with, any (a) employment agreement, (b) non-competition
agreement, (c) agreement prohibiting solicitation of Employees or clients of the Company or an Affiliate, (d) confidentiality
obligation with respect to the Company or an Affiliate, (e) policy or procedure of the Company or an Affiliate, (f) other agreement,
or (g) other obligation of such Grantee to the Company or an Affiliate, as and to the extent specified in such Award Agreement. If
the Grantee of an outstanding Award is an Employee of the Company or an Affiliate and such Grantee’s Service is terminated for Cause,
the Committee may annul such Grantee’s outstanding Award as of the date of the Grantee’s termination of Service for Cause.


 


Any Award granted pursuant to the Plan shall be
subject to mandatory repayment by the Grantee to the Company (x) to the extent set forth in the Plan or an Award Agreement or (y) to
the extent the Grantee is, or in the future becomes, subject to (1) any Company or Affiliate “clawback” or recoupment
policy that is adopted to comply with the requirements of any Applicable Laws, or (2) any Applicable Laws which impose mandatory
recoupment, under circumstances set forth in such Applicable Laws.


 


3.4 No Repricing Without Stockholder
Approval. 


 


Except in connection with a corporate
transaction involving the Company (including, without limitation, any stock dividend, distribution (whether in the form of cash,
shares of Stock, other securities, or other property), stock split, extraordinary dividend, recapitalization, Change in Control,
reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of shares of Stock, or other
securities or similar transaction), the Company may not: (a) amend the terms of outstanding Options or SARs to reduce the
Option Price or SAR Price, as applicable, of such outstanding Options or SARs; (b) cancel outstanding Options or SARs in
exchange for, or in substitution of, Options or SARs with an Option Price or SAR Price, as applicable, that is less than the Option
Price or SAR Price, as applicable, of the original Options or SARs; or (c) cancel outstanding Options or SARs with an Option
Price or SAR Price, as applicable, above the current Fair Market Value in exchange for cash or other securities, in each case,
unless such action (i) is subject to and approved by the Company’s stockholders or (ii) would not be deemed to be a
repricing under the rules of any Stock Exchange or Securities Market on which the Stock is listed or publicly traded.


 






    8


     


    

 


3.5 Deferral Arrangement.



 


The Committee may permit or require the deferral
of any payment pursuant to any Award into a deferred compensation arrangement, subject to such rules and procedures as it may establish,
which may include provisions for the payment or crediting of interest or Dividend Equivalent Rights and, in connection therewith, provisions
for converting such credits into Deferred Stock Units and for restricting deferrals to comply with hardship distribution rules affecting
tax-qualified retirement plans subject to Code Section 401(k)(2)(B)(IV), provided that no Dividend Equivalent Rights may be granted
in connection with, or related to, an Award of Options or SARs. Any such deferrals shall be made in a manner that complies with Code Section 409A,
including, if applicable, with respect to when a Separation from Service occurs.


 


3.6 Registration; Share
Certificates. 


 


Notwithstanding any provision of the Plan to the
contrary, the ownership of the shares of Stock issued under the Plan may be evidenced in such a manner as the Committee, in its sole discretion,
deems appropriate, including by book-entry or direct registration (including transaction advices) or the issuance of one or more share
certificates.


 


4. STOCK
SUBJECT TO THE PLAN 


 


4.1 Number of Shares of Stock Available
for Awards. 


 


Subject to such additional shares of Stock as shall
be available for issuance under the Plan pursuant to Section 4.2 and Section 4.3(c), and subject to adjustment
pursuant to Article 16, the maximum number of shares of Stock reserved for issuance under the Plan shall be equal to the sum of
(a) 12,818,902 shares of Stock and (b) an annual increase to be added on the first business day of the calendar year beginning with
the calendar year following the calendar year in which the Plan becomes effective equal to the lesser of: (i) 5,636,259 shares of Stock;
or (ii) a lesser number of shares of Stock as determined by the Committee (collectively, the “Share Limit”). Such
shares of Stock may be authorized and unissued shares of Stock, treasury shares of Stock, or any combination of the foregoing, as may
be determined from time to time by the Board or by the Committee. Any of the shares of Stock reserved and available for issuance under
the Plan may be used for any type of Award under the Plan, and any or all of the shares of Stock reserved for issuance under the Plan
shall be available for issuance pursuant to Incentive Stock Options.


 


4.2 Adjustments in Authorized Shares
of Stock. 


 


In connection with mergers, reorganizations, separations,
or other transactions to which Code Section 424(a) applies, the Committee shall have the right to cause the Company to assume awards
previously granted under a compensatory plan of another business entity that is a party to such transaction and to grant Substitute Awards
under the Plan for such awards. The Share Limit pursuant to Section 4.1 shall be increased by the number of shares of Stock
subject to any such assumed awards and Substitute Awards. Shares available for issuance under a stockholder-approved plan of a business
entity that is a party to such transaction (as appropriately adjusted, if necessary, to reflect such transaction) may be used for Awards
under the Plan and shall not reduce the number of shares of Stock otherwise available for issuance under the Plan, subject to applicable
rules of any Stock Exchange or Securities Market on which the Stock is listed or publicly traded.




 






    9


     


    






 


4.3 Share Usage. 


 


(a)  Shares of Stock
covered by an Award shall be counted as used as of the Grant Date for purposes of calculating the number of shares of Stock available
for issuance under Section 4.1.


 


(b) Any shares of Stock that
are subject to Awards, including shares of Stock acquired through dividend reinvestment pursuant to Article 10, will be counted
against the Share Limit set forth in Section 4.1 as one (1) share of Stock for every one (1) share of Stock subject
to an Award. The number of shares of Stock subject to an Award of SARs will be counted against the Share Limit set forth in Section 4.1
as one (1) share of Stock for every one (1) share of Stock subject to such Award regardless of the number of shares of Stock
actually issued to settle such SARs upon the exercise of the SARs. At least the target number of shares of Stock issuable under a Performance
Award grant shall be counted against the Share Limit set forth in Section 4.1 as of the Grant Date, but such number shall
be adjusted to equal the actual number of shares of Stock issued upon settlement of the Performance Award to the extent different from
such target number of shares of Stock.


 


(c)  If any shares of
Stock covered by an Award granted under the Plan are not purchased or are forfeited or expire or if an Award otherwise terminates without
delivery of any Stock subject thereto or is settled in cash in lieu of shares, then the number of shares of Stock counted against the
Share Limit with respect to such Award shall, to the extent of any such forfeiture, termination, expiration, or settlement, again be available
for making Awards under the Plan.


 


(d) The number of shares
of Stock available for issuance under the Plan will not be increased by the number of shares of Stock (i) tendered, withheld, or
subject to an Award granted under the Plan surrendered in connection with the purchase of shares of Stock upon exercise of an Option,
(ii) that were not issued upon the net settlement or net exercise of a Stock-settled SAR granted under the Plan, (iii) deducted
or delivered from payment of an Award granted under the Plan in connection with the Company’s tax withholding obligations as provided
in Section 18.3, or (iv) purchased by the Company with proceeds from Option exercises.


 


5. TERM;
AMENDMENT AND TERMINATION 


 


5.1 Term. 


 


The Plan shall become effective as of the Effective
Date, subject to approval of the Plan by the Company’s stockholders within twelve (12) months of the Effective Date. Upon approval
of the Plan by the Company’s stockholders, all Awards made under the Plan on or after the Effective Date shall be fully effective
as if the stockholders of the Company had approved the Plan on the Effective Date. If the Stockholders do not approve the Plan within
twelve (12) months of the Effective Date, any Awards made under the Plan on or after the Effective Date shall not be exercisable, settleable,
or deliverable, except to the extent such Awards could have otherwise been made under the Plan. The Plan shall terminate on the first
to occur of (a) 11:59PM ET on the day before the tenth (10th) anniversary of the Effective Date, (b) the date determined
in accordance with Section 5.2, and (c) the date determined in accordance with Section 16.3. Upon such termination
of the Plan, all outstanding Awards shall continue to have full force and effect in accordance with the provisions of the terminated Plan
and the applicable Award Agreement (or other documents evidencing such Awards).


 


5.2 Amendment, Suspension, and Termination.



 


The Board may, at any time and from time to time,
amend, suspend, or terminate the Plan; provided that, with respect to Awards theretofore granted under the Plan, no amendment, suspension,
or termination of the Plan shall, without the consent of any Grantee affected thereby, impair the rights or obligations under any such
Award. The effectiveness of any amendment to the Plan shall be conditioned upon approval of such amendment by the Company’s stockholders
to the extent provided by the Board or required by Applicable Laws; provided that no amendment shall be made to the no-repricing provisions
of Section 3.4, the Option pricing provisions of Section 8.1, or the SAR pricing provisions of Section 9.1
without the approval of the Company’s stockholders.




 






    10


     


    

 




6. AWARD
ELIGIBILITY AND LIMITATIONS 


 


6.1 Eligible Grantees. 


 


Subject to this Article 6, Awards may
be made under the Plan to (a) any Service Provider, as the Committee shall determine and designate from time to time, and (b) any
other individual whose participation in the Plan is determined to be in the best interests of the Company by the Committee.


 


6.2 Stand-Alone, Additional, Tandem,
and Substitute Awards. 


 


Subject to Section 3.4, Awards granted
under the Plan may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with, or in substitution
or exchange for, (a) any other Award, (b) any award granted under another plan of the Company, an Affiliate, or any business
entity that has been a party to a transaction with the Company or an Affiliate, or (c) any other right of a Grantee to receive payment
from the Company or an Affiliate. Such additional, tandem, exchange, or Substitute Awards may be granted at any time. If an Award is granted
in substitution or exchange for another Award, or for an award granted under another plan of the Company, an Affiliate, or any business
entity that has been a party to a transaction with the Company or an Affiliate, the Committee shall require the surrender of such other
Award or award under such other plan in consideration for the grant of such exchange or Substitute Award. In addition, Awards may be granted
in lieu of cash compensation, including in lieu of cash payments under other plans of the Company or an Affiliate. Notwithstanding Section 8.1
and Section 9.1, but subject to Section 3.4, the Option Price of an Option or the SAR Price of a SAR that is a
Substitute Award may be less than one hundred percent (100%) of the Fair Market Value of a share of Stock on the original Grant Date;
provided that such Option Price or SAR Price is determined in accordance with the principles of Code Section 424 for any Incentive
Stock Option and consistent with Code Section 409A for any other Option or SAR.


 


7. AWARD
AGREEMENT 


 


Each Award granted pursuant to the Plan shall be
evidenced by an Award Agreement, which shall be in such form or forms as the Committee shall from time to time determine. Award Agreements
utilized under the Plan from time to time or at the same time need not contain similar provisions but shall be consistent with the terms
of the Plan. Each Award Agreement evidencing an Award of Options shall specify whether such Options are intended to be Nonqualified Stock
Options or Incentive Stock Options, and, in the absence of such specification, such Options shall be deemed to constitute Nonqualified
Stock Options. In the event of any inconsistency between the Plan and an Award Agreement, the provisions of the Plan shall control.


 


8. TERMS
AND CONDITIONS OF OPTIONS 


 


8.1 Option Price. 


 


The Option Price of each Option shall be fixed by
the Committee and stated in the Award Agreement evidencing such Option. Except in the case of Substitute Awards, the Option Price of each
Option shall be at least the Fair Market Value of one (1) share of Stock on the Grant Date; provided that, in the event that a Grantee
is a Ten Percent Stockholder, the Option Price of an Option granted to such Grantee that is intended to be an Incentive Stock Option shall
be not less than one hundred ten percent (110%) of the Fair Market Value of one (1) share of Stock on the Grant Date. In no case
shall the Option Price of any Option be less than the par value of one (1) share of Stock.


 


8.2 Vesting and Exercisability.



 


Subject to Sections 8.3 and 16.3,
each Option granted under the Plan shall become vested and/or exercisable at such times and under such conditions as shall be determined
by the Committee and stated in the Award Agreement, in another agreement with the Grantee, or otherwise in writing; provided that no Option
shall be granted to Grantees who are entitled to overtime under Applicable Laws that will vest or be exercisable within a six (6)-month
period starting on the Grant Date.




 






    11


     


    

 




8.3 Term. 


 


Each Option granted under the Plan shall terminate,
and all rights to purchase shares of Stock thereunder shall cease, on the tenth (10th) anniversary of the Grant Date of
such Option, or under such circumstances and on such date prior thereto as is set forth in the Plan or as may be fixed by the Committee
and stated in the Award Agreement relating to such Option; provided that, in the event that the Grantee is a Ten Percent Stockholder,
an Option granted to such Grantee that is intended to be an Incentive Stock Option shall not be exercisable after the fifth (5th) anniversary
of the Grant Date of such Option; and provided, further, that, to the extent deemed necessary or appropriate by the Committee to reflect
differences in local law, tax policy, or custom with respect to any Option granted to a Grantee who is a foreign national or is a natural
Person who is employed outside the United States, such Option may terminate, and all rights to purchase shares of Stock thereunder
may cease, upon the expiration of a period longer than ten (10) years from the Grant Date of such Option as the Committee shall determine.


 


8.4 Termination of Service. 


 


Each Award Agreement with respect to the grant of
an Option shall set forth the extent to which the Grantee thereof, if at all, shall have the right to exercise such Option following termination
of such Grantee’s Service. Such provisions shall be determined in the sole discretion of the Committee, need not be uniform among
all Options issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination of Service.


 


8.5 Limitations on Exercise of Option.



 


Notwithstanding any provision of the Plan to the
contrary, in no event may any Option be exercised, in whole or in part, after the occurrence of an event referred to in Article 16
which results in the termination of such Option.


 


8.6 Method of Exercise. 


 


Subject to the terms of Article 14 and
Section 18.3, an Option that is exercisable may be exercised by the Grantee’s delivery to the Company or its designee
or agent of notice of exercise on any business day, at the Company’s principal office or the office of such designee or agent, on
the form specified by the Company and in accordance with any additional procedures specified by the Committee. Such notice shall specify
the number of shares of Stock with respect to which such Option is being exercised and shall be accompanied by payment in full of the
Option Price of the shares of Stock for which such Option is being exercised, plus the amount (if any) of federal and/or other taxes which
the Company may, in its judgment, be required to withhold with respect to the exercise of such Option.


 


8.7 Rights of Holders of Options.



 


Unless otherwise stated in the applicable Award
Agreement, a Grantee or other Person holding or exercising an Option shall have none of the rights of a stockholder of the Company (for
example, the right to receive cash or dividend payments or distributions attributable to the shares of Stock subject to such Option, to
direct the voting of the shares of Stock subject to such Option, or to receive notice of any meeting of the Company’s stockholders)
until the shares of Stock subject thereto are fully paid and issued to such Grantee or other Person. Except as provided in Article 16,
no adjustment shall be made for dividends, distributions, or other rights with respect to any shares of Stock subject to an Option for
which the record date is prior to the date of issuance of such shares of Stock.


 


8.8 Delivery of Stock. 


 


Promptly after the exercise of an Option by a Grantee
and the payment in full of the Option Price with respect thereto, such Grantee shall be entitled to receive such evidence of such Grantee’s
ownership of the shares of Stock subject to such Option as shall be consistent with Section 3.6.


 


8.9 Transferability of Options.



 


Except as provided in Section 8.10,
during the lifetime of a Grantee of an Option, only such Grantee (or, in the event of such Grantee’s legal incapacity or incompetency,
such Grantee’s guardian or legal representative) may exercise such Option. Except as provided in Section 8.10, no Option
shall be assignable or transferable by the Grantee to whom it is granted, other than by will or the laws of descent and distribution.


 






    12


     


    

 




8.10  Family Transfers. 


 


If authorized in the applicable Award Agreement
and by the Committee, in its sole discretion, a Grantee may transfer, not for value, all or part of an Option which is not an Incentive
Stock Option to any Family Member. For the purpose of this Section 8.10, a transfer “not for value” is a transfer
which is (a) a gift, (b) a transfer under a domestic relations order in settlement of marital property rights, or (c) unless
Applicable Laws do not permit such transfer, a transfer to an entity in which more than fifty percent (50%) of the voting interests
are owned by Family Members (and/or the Grantee) in exchange for an interest in such entity. Following a transfer under this Section 8.10,
any such Option shall continue to be subject to the same terms and conditions as were applicable thereto immediately prior to such transfer.
Subsequent transfers of transferred Options shall be prohibited except to Family Members of the original Grantee in accordance with this
Section 8.10 or by will or the laws of descent and distribution. The provisions of Section 8.4 relating to termination
of Service shall continue to be applied with respect to the original Grantee of the Option, following which such Option shall be exercisable
by the transferee only to the extent, and for the periods specified, in Section 8.4.


 


8.11  Limitations on Incentive Stock Options.



 


An Option shall constitute an Incentive Stock Option
only (a) if the Grantee of such Option is an Employee of the Company or any corporate Subsidiary, (b) to the extent specifically
provided in the related Award Agreement, and (c) to the extent that the aggregate Fair Market Value (determined at the time such
Option is granted) of the shares of Stock with respect to which all Incentive Stock Options held by such Grantee become exercisable for
the first time during any calendar year (under the Plan and all other plans of the Company and its Affiliates) does not exceed one hundred
thousand dollars ($100,000). Except to the extent provided in the regulations under Code Section 422, this limitation shall be applied
by taking Options into account in the order in which they were granted.


 


8.12  Notice of Disqualifying Disposition. 


 


If any Grantee shall make any disposition of shares
of Stock issued pursuant to the exercise of an Incentive Stock Option under the circumstances provided in Code Section 421(b) (relating
to certain disqualifying dispositions), such Grantee shall notify the Company of such disposition immediately but in no event later than
ten (10) days thereafter.


 


9. TERMS
AND CONDITIONS OF STOCK APPRECIATION RIGHTS 


 


9.1 Right to Payment and SAR Price.



 


A SAR shall confer on the Grantee to whom it is
granted a right to receive, upon exercise thereof, the excess of (a) the Fair Market Value of one (1) share of Stock on the
date of exercise, over (b) the SAR Price as determined by the Committee. The Award Agreement for a SAR shall specify the SAR Price,
which shall be no less than the Fair Market Value of one (1) share of Stock on the Grant Date of such SAR. SARs may be granted in
tandem with all or part of an Option granted under the Plan or at any subsequent time during the term of such Option, in combination with
all or any part of any other Award, or without regard to any Option or other Award; provided that a SAR that is granted in tandem with
all or part of an Option will have the same term, and expire at the same time, as the related Option; provided, further, that a SAR that
is granted subsequent to the Grant Date of a related Option must have a SAR Price that is no less than the Fair Market Value of one (1) share
of Stock on the Grant Date of such SAR.


 


9.2 Other Terms. 


 


The Committee shall determine, on the Grant Date
or thereafter, the time or times at which, and the circumstances under which, a SAR may be exercised in whole or in part (including based
on achievement of performance goals and/or future Service requirements); the time or times at which SARs shall cease to be or become exercisable
following termination of Service or upon other conditions; the method of exercise, method of settlement, form of consideration payable
in settlement, method by or forms in which shares of Stock shall be delivered or deemed to be delivered to Grantees, whether or not a
SAR shall be granted in tandem or in combination with any other Award; and any and all other terms and conditions of any SAR; provided
that no SARs shall be granted to Grantees who are entitled to overtime under Applicable Laws that will vest or be exercisable within a
six (6)-month period starting on the Grant Date.




 






    13


     


    

 




9.3 Term. 


 


Each SAR granted under the Plan shall terminate,
and all rights thereunder shall cease, on the tenth (10th) anniversary of the Grant Date of such SAR or under such circumstances
and on such date prior thereto as is set forth in the Plan or as may be fixed by the Committee and stated in the Award Agreement relating
to such SAR.


 


9.4 Rights of Holders of SARs.


 


Unless otherwise stated in the applicable Award
Agreement, a Grantee or other Person holding or exercising a SAR shall have none of the rights of a stockholder of the Company (for example,
the right to receive cash or dividend payments or distributions attributable to the shares of Stock underlying such SAR, to direct the
voting of the shares of Stock underlying such SAR, or to receive notice of any meeting of the Company’s stockholders) until the
shares of Stock underlying such SAR, if any, are issued to such Grantee or other Person. Except as provided in Article 16,
no adjustment shall be made for dividends, distributions, or other rights with respect to any shares of Stock underlying a SAR for which
the record date is prior to the date of issuance of such shares of Stock, if any.


 


9.5 Transferability of SARs. 


 


Except as provided in Section 9.6, during
the lifetime of a Grantee of a SAR, only the Grantee (or, in the event of such Grantee’s legal incapacity or incompetency, such
Grantee’s guardian or legal representative) may exercise such SAR. Except as provided in Section 9.6, no SAR shall be
assignable or transferable by the Grantee to whom it is granted, other than by will or the laws of descent and distribution.


 


9.6 Family Transfers. 


 


If authorized in the applicable Award Agreement
and by the Committee, in its sole discretion, a Grantee may transfer, not for value, all or part of a SAR to any Family Member. For the
purpose of this Section 9.6, a transfer “not for value” is a transfer which is (a) a gift, (b) a transfer
under a domestic relations order in settlement of marital property rights, or (c) unless Applicable Laws do not permit such transfer,
a transfer to an entity in which more than fifty percent (50%) of the voting interests are owned by Family Members (and/or the Grantee)
in exchange for an interest in such entity. Following a transfer under this Section 9.6, any such SAR shall continue to be
subject to the same terms and conditions as were in effect immediately prior to such transfer. Subsequent transfers of transferred SARs
shall be prohibited except to Family Members of the original Grantee in accordance with this Section 9.6 or by will or the
laws of descent and distribution.


 


10. TERMS
AND CONDITIONS OF RESTRICTED STOCK, RESTRICTED STOCK UNITS, AND DEFERRED STOCK UNITS 


 


10.1  Grant of Restricted Stock, Restricted Stock
Units, and Deferred Stock Units. 


 


Awards of Restricted Stock, Restricted Stock Units,
and Deferred Stock Units may be made for consideration or for no consideration, other than the par value of the shares of Stock, which
shall be deemed paid by past Service or, if so provided in the related Award Agreement or a separate agreement, the promise by the Grantee
to perform future Service to the Company or an Affiliate.


 


10.2  Restrictions. 


 


At the time a grant of Restricted Stock, Restricted
Stock Units, or Deferred Stock Units is made, the Committee may, in its sole discretion, (a) establish a Restricted Period applicable
to such Restricted Stock, Restricted Stock Units, or Deferred Stock Units and (b) prescribe restrictions in addition to or other
than the expiration of the Restricted Period, including the achievement of corporate or individual performance goals, which may be applicable
to all or any portion of such Restricted Stock, Restricted Stock Units, or Deferred Stock Units as provided in Article 13.
Awards of Restricted Stock, Restricted Stock Units, and Deferred Stock Units may not be sold, transferred, assigned, pledged, or otherwise
encumbered or disposed of during the Restricted Period or prior to the satisfaction of any other restrictions prescribed by the Committee
with respect to such Awards.


 






    14


     


    

 




10.3  Registration; Restricted Stock Certificates.



 


Pursuant to Section 3.6, to the extent
that ownership of Restricted Stock is evidenced by a book-entry registration or direct registration (including transaction advices), such
registration shall be notated to evidence the restrictions imposed on such Award of Restricted Stock under the Plan and the applicable
Award Agreement. Subject to Section 3.6 and the immediately following sentence, the Company may issue, in the name of each
Grantee to whom Restricted Stock has been granted, certificates representing the total number of shares of Restricted Stock granted to
the Grantee, as soon as reasonably practicable after the Grant Date of such Restricted Stock. The Committee may provide in an Award Agreement
with respect to an Award of Restricted Stock that either (a) the Secretary of the Company shall hold such certificates for such Grantee’s
benefit until such time as such shares of Restricted Stock are forfeited to the Company or the restrictions applicable thereto lapse and
such Grantee shall deliver a stock power to the Company with respect to each certificate, or (b) such certificates shall be delivered
to such Grantee, provided that such certificates shall bear legends that comply with Applicable Laws and make appropriate reference to
the restrictions imposed on such Award of Restricted Stock under the Plan and such Award Agreement.


 


10.4  Rights of Holders of Restricted Stock.



 


Unless the Committee provides otherwise in an Award
Agreement and subject to the restrictions set forth in the Plan, any applicable Company program, and the applicable Award Agreement, holders
of Restricted Stock shall have the right to vote such shares of Restricted Stock and the right to receive any dividend payments or distributions
declared or paid with respect to such shares of Restricted Stock. The Committee may provide in an Award Agreement evidencing a grant of
Restricted Stock that (a) any cash dividend payments or distributions paid on Restricted Stock shall be reinvested in shares of Stock,
which may or may not be subject to the same vesting conditions and restrictions as applicable to such underlying shares of Restricted
Stock or (b) any dividend payments or distributions declared or paid on shares of Restricted Stock shall only be made or paid upon
satisfaction of the vesting conditions and restrictions applicable to such shares of Restricted Stock. Dividend payments or distributions
declared or paid on shares of Restricted Stock which vest or are earned based upon the achievement of performance goals shall not vest
unless such performance goals for such shares of Restricted Stock are achieved, and if such performance goals are not achieved, the Grantee
of such shares of Restricted Stock shall promptly forfeit and, to the extent already paid or distributed, repay to the Company such dividend
payments or distributions. All stock dividend payments or distributions, if any, received by a Grantee with respect to shares of Restricted
Stock as a result of any stock split, stock dividend, combination of stock, or other similar transaction shall be subject to the same
vesting conditions and restrictions as applicable to such underlying shares of Restricted Stock.


 


10.5  Rights of Holders of Restricted Stock Units
and Deferred Stock Units. 


 


10.5.1 Voting
and Dividend Rights. 


 


Holders of Restricted Stock Units and Deferred Stock
Units shall have no rights as stockholders of the Company (for example, the right to receive dividend payments or distributions attributable
to the shares of Stock underlying such Restricted Stock Units and Deferred Stock Units, to direct the voting of the shares of Stock underlying
such Restricted Stock Units and Deferred Stock Units, or to receive notice of any meeting of the Company’s stockholders). The Committee
may provide in an Award Agreement evidencing a grant of Restricted Stock Units or Deferred Stock Units that the holder of such Restricted
Stock Units or Deferred Stock Units, as applicable, shall be entitled to receive Dividend Equivalent Rights, in accordance with Article
12.


 


10.5.2 Creditor’s
Rights. 


 


A holder of Restricted Stock Units or Deferred Stock
Units shall have no rights other than those of a general unsecured creditor of the Company. Restricted Stock Units and Deferred Stock
Units represent unfunded and unsecured obligations of the Company, subject to the terms and conditions of the applicable Award Agreement.


 


10.6  Termination of Service. 


 


Unless the Committee provides otherwise in an
Award Agreement, in another agreement with the Grantee, or otherwise in writing after such Award Agreement is issued, but prior to
termination of Grantee’s Service, upon the termination of such Grantee’s Service, any Restricted Stock, Restricted Stock
Units, or Deferred Stock Units held by such Grantee that have not vested, or with respect to which all applicable restrictions and
conditions have not lapsed, shall immediately be deemed forfeited. Upon forfeiture of such Restricted Stock, Restricted Stock Units,
or Deferred Stock Units, the Grantee thereof shall have no further rights with respect thereto, including any right to vote such
Restricted Stock or any right to receive dividends or Dividend Equivalent Rights, as applicable, with respect to such Restricted
Stock, Restricted Stock Units, or Deferred Stock Units.


 






    15


     


    

 


10.7  Purchase of Restricted
Stock and Shares of Stock Subject to Restricted Stock Units and Deferred Stock Units. 


 


The Grantee of an Award of Restricted Stock, vested
Restricted Stock Units, or vested Deferred Stock Units shall be required, to the extent required by Applicable Laws, to purchase such
Restricted Stock or the shares of Stock subject to such vested Restricted Stock Units or Deferred Stock Units from the Company at a purchase
price equal to the greater of (x) the aggregate par value of the shares of Stock represented by such Restricted Stock or such vested
Restricted Stock Units or Deferred Stock Units or (y) the purchase price, if any, specified in the Award Agreement relating to such
Restricted Stock or such vested Restricted Stock Units or Deferred Stock Units. Such purchase price shall be payable in a form provided
in Article 14 or, in the sole discretion of the Committee, in consideration for Service rendered or to be rendered by the
Grantee to the Company or an Affiliate.


 


10.8  Delivery of Shares of Stock. 


 


Upon the expiration or termination of any Restricted
Period and the satisfaction of any other conditions prescribed by the Committee, including, without limitation, any performance goals
or delayed delivery period, the restrictions applicable to Restricted Stock, Restricted Stock Units, or Deferred Stock Units settled in
shares of Stock shall lapse, and, unless otherwise provided in the applicable Award Agreement, a book-entry or direct registration (including
transaction advices) or a certificate evidencing ownership of such shares of Stock shall, consistent with Section 3.6, be
issued, free of all such restrictions, to the Grantee thereof or such Grantee’s beneficiary or estate, as the case may be. Neither
the Grantee, nor the Grantee’s beneficiary or estate, shall have any further rights with regard to a Restricted Stock Unit or Deferred
Stock Unit once the shares of Stock represented by such Restricted Stock Unit or Deferred Stock Unit have been delivered in accordance
with this Section 10.8.


 


11. TERMS
AND CONDITIONS OF UNRESTRICTED STOCK AWARDS AND OTHER EQUITY-BASED AWARDS 


 


11.1  Unrestricted Stock Awards. 


 


The Committee may, in its sole discretion, grant
(or sell at the par value of a share of Stock or at such other higher purchase price as shall be determined by the Committee) an Award
to any Grantee pursuant to which such Grantee may receive shares of Unrestricted Stock under the Plan. Awards of Unrestricted Stock may
be granted or sold to any Grantee as provided in the immediately preceding sentence in respect of Service rendered or, if so provided
in the related Award Agreement or a separate agreement, to be rendered by the Grantee to the Company or an Affiliate or other valid consideration,
in lieu of or in addition to any cash compensation due to such Grantee.


 


11.2  Other Equity-Based Awards. 


 


The Committee may, in its sole discretion, grant
Awards in the form of Other Equity-Based Awards, as deemed by the Committee to be consistent with the purposes of the Plan. Awards granted
pursuant to this Section 11.2 may be granted with vesting, value, and/or payment contingent upon the achievement of one or
more performance goals. The Committee shall determine the terms and conditions of Other Equity-Based Awards on the Grant Date or thereafter.
Unless the Committee provides otherwise in an Award Agreement, in another agreement with the Grantee, or otherwise in writing after such
Award Agreement is issued, but prior to termination of Grantee’s Service, upon the termination of a Grantee’s Service, any
Other Equity-Based Awards held by such Grantee that have not vested, or with respect to which all applicable restrictions and conditions
have not lapsed, shall immediately be deemed forfeited. Upon forfeiture of any Other Equity-Based Award, the Grantee thereof shall have
no further rights with respect to such Other Equity-Based Award.




 






    16


     


    

 




12. TERMS
AND CONDITIONS OF DIVIDEND EQUIVALENT RIGHTS 


 


12.1  Dividend Equivalent Rights. 


 


A Dividend Equivalent Right may be granted hereunder,
provided that no Dividend Equivalent Rights may be granted in connection with, or related to, an Award of Options or SARs. The terms and
conditions of Dividend Equivalent Rights shall be specified in the Award Agreement therefor. Dividend equivalents credited to the holder
of a Dividend Equivalent Right may be paid currently (with or without being subject to forfeiture or a repayment obligation) or may be
deemed to be reinvested in additional shares of Stock or Awards, which may thereafter accrue additional Dividend Equivalent Rights (with
or without being subject to forfeiture or a repayment obligation). Any such reinvestment shall be at the Fair Market Value thereof on
the date of such reinvestment. Dividend Equivalent Rights may be settled in cash, shares of Stock, or a combination thereof, in a single
installment or in multiple installments, all as determined in the sole discretion of the Committee. A Dividend Equivalent Right granted
as a component of another Award may (a) provide that such Dividend Equivalent Right shall be settled upon exercise, settlement, or
payment of, or lapse of restrictions on, such other Award and that such Dividend Equivalent Right shall expire or be forfeited or annulled
under the same conditions as such other Award or (b) contain terms and conditions which are different from the terms and conditions
of such other Award, provided that Dividend Equivalent Rights credited pursuant to a Dividend Equivalent Right granted as a component
of another Award which vests or is earned based upon the achievement of performance goals shall not vest unless such performance goals
for such underlying Award are achieved, and if such performance goals are not achieved, the Grantee of such Dividend Equivalent Rights
shall promptly forfeit and, to the extent already paid or distributed, repay to the Company payments or distributions made in connection
with such Dividend Equivalent Rights.


 


12.2  Termination of Service. 


 


Unless the Committee provides otherwise in an Award
Agreement, in another agreement with the Grantee, or otherwise in writing after such Award Agreement is issued, a Grantee’s rights
in all Dividend Equivalent Rights shall automatically terminate upon such Grantee’s termination of Service for any reason.


 


13. TERMS
AND CONDITIONS OF PERFORMANCE AWARDS 


 


13.1  Grant of Performance Awards. 


 


Subject to the terms and provisions of the Plan,
the Committee, at any time and from time to time, may grant Performance Awards in such amounts and upon such terms as the Committee shall
determine.


 


13.2  Value of Performance Awards. 


 


Each grant of a Performance Award shall have an
initial cash value or an actual or target number of shares of Stock that is established by the Committee as of the Grant Date. The Committee
shall set performance goals in its discretion which, depending on the extent to which they are achieved, shall determine the amount of
cash or value and/or number of shares of Stock that will be paid out to the Grantee thereof.


 


13.3  Earning of Performance Awards. 


 


Subject to the terms of the Plan, after the applicable
Performance Period has ended, the Grantee of a Performance Award shall be entitled to receive a payout of the value earned under such
Performance Award by such Grantee over such Performance Period, to be determined based on the extent to which the corresponding performance
goals have been achieved.


 


13.4  Form and Timing of Payment of Performance
Awards. 


 


Payment of the value earned under a
Performance Award shall be made, as determined by the Committee, in the form, at the time, and in the manner described in the
applicable Award Agreement. Subject to the terms of the Plan, the Committee, in its sole discretion, (a) may pay the value
earned under Performance Awards in the form of cash, shares of Stock, other Awards, or a combination thereof, including shares of
Stock and/or Awards that are subject to any restrictions deemed appropriate by the Committee, and (b) shall pay the value
earned under Performance Awards at the close of the applicable Performance Period, or as soon as reasonably practicable after the
Committee has determined that the performance goal or goals relating thereto have been achieved; provided that, unless specifically
provided in the Award Agreement for such Performance Awards, such payment shall occur no later than the fifteenth (15th)
day of the third (3rd) month following the end of the calendar year in which such Performance Period ends. Any shares of
Stock paid out under a Performance Award may be granted subject to any restrictions deemed appropriate by the Committee. The
determination of the Committee with respect to the form of payout of such Awards shall be set forth in the Award Agreement for the
Performance Award.


 






    17


     


    

 


13.5  Performance Conditions. 


 


The right of a Grantee to exercise or receive a
grant or settlement of any Performance Award, and the timing thereof, may be subject to the achievement of such Performance Measures as
may be specified by the Committee. The Committee may use such business criteria and other measures of performance as it may deem appropriate
in establishing any performance conditions.


 


13.6  Performance Measures.


 


Performance under any Performance Measures (a) may
be used to measure the performance of (i) the Company, its Subsidiaries, and other Affiliates as a whole, (ii) the Company,
any Subsidiary, and/or any other Affiliate or any combination thereof, or (iii) any one or more business units or operating segments
of the Company, any Subsidiary, and/or any other Affiliate, in each case as the Committee, in its sole discretion, deems appropriate and
(b) may be compared to the performance of one or more other companies or one or more published or special indices designated or approved
by the Committee for such comparison, as the Committee, in its sole discretion, deems appropriate. In addition, the Committee, in its
sole discretion, may select a Performance Measure for comparison to performance under one or more stock market indices designated or approved
by the Committee. The Committee shall also have the authority to provide for accelerated vesting of any Performance Award based on the
achievement of performance goals pursuant to any Performance Measures. For the avoidance of doubt, nothing herein is intended to prevent
the Committee from granting Awards subject to subjective performance conditions (including individual performance conditions).


 


14. FORMS
OF PAYMENT 


 


14.1  General Rule. 


 


Payment of the Option Price for the shares of Stock
purchased pursuant to the exercise of an Option or the purchase price, if any, for Restricted Stock, vested Restricted Stock Units, and/or
vested Deferred Stock Units shall be made in cash or in cash equivalents acceptable to the Company.


 


14.2  Surrender of Shares of Stock. 


 


To the extent that the applicable Award Agreement
so provides, payment of the Option Price for shares of Stock purchased pursuant to the exercise of an Option or the purchase price, if
any, for Restricted Stock, vested Restricted Stock Units, and/or vested Deferred Stock Units may be made all or in part through the tender
or attestation to the Company of shares of Stock, which shall be valued, for purposes of determining the extent to which such Option Price
or purchase price has been paid thereby, at their Fair Market Value on the date of such tender or attestation.


 


14.3  Cashless Exercise. 


 


To the extent permitted by Applicable Laws and
to the extent the Award Agreement so provides, payment of the Option Price for shares of Stock purchased pursuant to the exercise of
an Option may be made all or in part by delivery (on a form acceptable to the Committee) of an irrevocable direction to a licensed securities
broker acceptable to the Company to sell shares of Stock and to deliver all or part of the proceeds of such sale to the Company in payment
of such Option Price and/or any withholding taxes described in Section 18.3.


 






    18


     


    

 




14.4  Other Forms of Payment. 


 


To the extent that the applicable Award Agreement
so provides and/or unless otherwise specified in an Award Agreement, payment of the Option Price for shares of Stock purchased pursuant
to exercise of an Option or the purchase price, if any, for Restricted Stock, vested Restricted Stock Units, and/or vested Deferred Stock
Units may be made in any other form that is consistent with Applicable Laws, including (a) with respect to Restricted Stock, vested
Restricted Stock Units, and/or vested Deferred Stock Units only, Service rendered or to be rendered by the Grantee thereof to the Company
or an Affiliate and (b) with the consent of the Company, by withholding the number of shares of Stock that would otherwise vest or
be issuable in an amount equal in value to the Option Price or purchase price and/or the required tax withholding amount.


 


15. REQUIREMENTS
OF LAW 


 


15.1  General. 


 


The Company shall not be required to offer, sell,
or issue any shares of Stock under any Award, whether pursuant to the exercise of an Option, a SAR, or otherwise, if the offer, sale,
or issuance of such shares of Stock would constitute a violation by the Grantee, the Company, an Affiliate, or any other Person of any
provision of the Company’s certificate of incorporation or bylaws or of Applicable Laws, including any federal or state securities
laws or regulations. If at any time the Company shall determine, in its discretion, that the listing, registration, or qualification of
any shares of Stock subject to an Award upon any Stock Exchange or Securities Market or under any governmental regulatory body is necessary
or desirable as a condition of, or in connection with, the offering, sale, issuance, or purchase of shares of Stock in connection with
any Award, no shares of Stock may be offered, sold, or issued to the Grantee or any other Person under such Award, whether pursuant to
the exercise of an Option, a SAR, or otherwise, unless such listing, registration, or qualification shall have been effected or obtained
free of any conditions not acceptable to the Company, and any delay caused thereby shall in no way affect the date of termination of such
Award. Without limiting the generality of the foregoing, upon the exercise of any Option or any SAR that may be settled in shares of Stock
or the delivery of any shares of Stock underlying an Award, unless a registration statement under the Securities Act is in effect with
respect to the shares of Stock subject to such Award, the Company shall not be required to offer, sell, or issue such shares of Stock
unless the Committee shall have received evidence satisfactory to it that the Grantee or any other Person exercising such Option or SAR
or accepting delivery of such shares may acquire such shares of Stock pursuant to an exemption from registration under the Securities
Act. Any determination by the Committee in connection with the foregoing shall be final, binding, and conclusive. The Company may register,
but shall in no event be obligated to register, any shares of Stock or other securities issuable pursuant to the Plan pursuant to the
Securities Act. The Company shall not be obligated to take any affirmative action in order to cause the exercise of an Option or a SAR
or the issuance of shares of Stock or other securities issuable pursuant to the Plan or any Award to comply with any Applicable Laws.
As to any jurisdiction that expressly imposes the requirement that an Option or SAR that may be settled in shares of Stock shall not be
exercisable until the shares of Stock subject to such Option or SAR are registered under the securities laws thereof or are exempt from
such registration, the exercise of such Option or SAR under circumstances in which the laws of such jurisdiction apply shall be deemed
to be conditioned upon the effectiveness of such registration or the availability of such an exemption.


 


15.2  Rule 16b-3. 


 


During any time when the Company has any class of
common equity securities registered under Section 12 of the Exchange Act, it is the intention of the Company that Awards pursuant
to the Plan and the exercise of Options and SARs granted hereunder that would otherwise be subject to Section 16(b) of the Exchange
Act shall qualify for the exemption provided by Rule 16b-3 under the Exchange Act. To the extent that any provision of the Plan or
action by the Committee does not comply with the requirements of such Rule 16b-3, such provision or action shall be deemed inoperative
with respect to such Awards to the extent permitted by Applicable Laws and deemed advisable by the Committee and shall not affect the
validity of the Plan. In the event that such Rule 16b-3 is revised or replaced, the Committee may exercise its discretion to modify
the Plan in any respect necessary or advisable in its judgment to satisfy the requirements of, or to permit the Company to avail itself
of the benefits of, the revised exemption or its replacement.




 






    19


     


    

 


16.
EFFECT OF CHANGES IN CAPITALIZATION 


 


16.1  Changes in Stock. 


 


If the number of outstanding shares of Stock is
increased or decreased or the shares of Stock are changed into or exchanged for a different number of shares or kind of Capital Stock
or other securities of the Company on account of any recapitalization, reclassification, stock split, reverse stock split, spin-off, combination
of stock, exchange of stock, stock dividend or other distribution payable in capital stock, or other increase or decrease in shares of
Stock effected without receipt of consideration by the Company occurring after the Effective Date, the number and kinds of shares of Capital
Stock for which grants of Options and other Awards may be made under the Plan, including the Share Limit set forth in Section 4.1,
which includes the number and kinds of issued shares of Capital Stock by which the Plan reserve may be increased annually, shall be adjusted
proportionately and accordingly by the Committee. In addition, the number and kind of shares of Capital Stock for which Awards are outstanding
shall be adjusted proportionately and accordingly by the Committee so that the proportionate interest of the Grantee therein immediately
following such event shall, to the extent practicable, be the same as immediately before such event. Any such adjustment in outstanding
Options or SARs shall not change the aggregate Option Price or SAR Price payable with respect to shares that are subject to the unexercised
portion of such outstanding Options or SARs, as applicable, but shall include a corresponding proportionate adjustment in the per share
Option Price or SAR Price, as the case may be. The conversion of any convertible securities of the Company shall not be treated as an
increase in shares effected without receipt of consideration. Notwithstanding the foregoing, in the event of any distribution to the Company’s
stockholders of securities of any other entity or other assets (including an extraordinary dividend, but excluding a non-extraordinary
dividend, declared and paid by the Company) without receipt of consideration by the Company, the Board or the Committee constituted pursuant
to Section 3.1.2 shall, in such manner as the Board or the Committee deems appropriate, adjust (a) the number and kind
of shares of Capital Stock subject to outstanding Awards and/or (b) the aggregate and per share Option Price of outstanding Options
and the aggregate and per share SAR Price of outstanding SARs as required to reflect such distribution.


 


16.2   Transaction in
Which the Company is the Surviving Entity Which Does not Constitute a Change in Control. 


 


Subject to Section 16.3, if the Company
shall be the surviving entity in any reorganization, merger, or consolidation of the Company with one or more other entities which does
not constitute a Change in Control, any Award theretofore granted pursuant to the Plan shall pertain to and apply to the Capital Stock
to which a holder of the number of shares of Stock subject to such Award would have been entitled immediately following such reorganization,
merger, or consolidation, with a corresponding proportionate adjustment of the per share Option Price or SAR Price of any outstanding
Option or SAR so that the aggregate Option Price or SAR Price thereafter shall be the same as the aggregate Option Price or SAR Price
of the shares of Stock remaining subject to the Option or SAR as in effect immediately prior to such reorganization, merger, or consolidation.
Subject to any contrary language in an Award Agreement, in another agreement with the Grantee, or as otherwise set forth in writing, any
restrictions applicable to such Award shall apply as well to any replacement shares of Capital Stock subject to such Award received by
the Grantee as a result of such reorganization, merger, or consolidation. In the event of any reorganization, merger, or consolidation
of the Company referred to in this Section 16.2, Performance Awards shall be adjusted (including any adjustment to the Performance
Measures or other performance goals applicable to such Awards deemed appropriate by the Committee) so as to apply to the Capital Stock
that a holder of the number of shares of Stock subject to the Performance Awards would have been entitled to receive immediately following
such reorganization, merger, or consolidation.




 






    20


     


    

 




16.3  Change in Control in which Awards are not
Assumed. 


 


Except as otherwise provided in the applicable Award
Agreement, in another agreement with the Grantee, or as otherwise set forth in writing, upon the occurrence of a Change in Control in
which outstanding Awards are not being assumed or continued, the following provisions shall apply to such Awards, to the extent not assumed
or continued:


 


(a)  Immediately prior
to the occurrence of such Change in Control, in each case with the exception of Performance Awards, all outstanding shares of Restricted
Stock and all Restricted Stock Units, Deferred Stock Units, and Dividend Equivalent Rights shall be deemed to have vested, and all shares
of Stock and/or cash subject to such Awards shall be delivered; and either or both of the following two (2) actions shall be taken:


 


(i)  At
least fifteen (15) days prior to the scheduled consummation of such Change in Control, all Options and SARs outstanding hereunder
shall become immediately exercisable and shall remain exercisable for a period of fifteen (15) days. Any exercise of an Option or
SAR during this fifteen (15)-day period shall be conditioned upon the consummation of the applicable Change in Control and shall be effective
only immediately before the consummation thereof, and upon consummation of such Change in Control, the Plan and all outstanding but unexercised
Options and SARs shall terminate, with or without consideration (including, without limitation, consideration in accordance with clause
(ii) below) as determined by the Committee in its sole discretion. The Committee shall send notice of an event that shall result
in such a termination to all Persons who hold Options and SARs not later than the time at which the Company gives notice thereof to its
stockholders.


 


and/or


 


(ii)    The
Committee may elect, in its sole discretion, to cancel any outstanding Awards of Options, SARs, Restricted Stock, Restricted Stock Units,
Deferred Stock Units, and/or Dividend Equivalent Rights and pay or deliver, or cause to be paid or delivered, to the holder thereof an
amount in cash or Capital Stock having a value (as determined by the Committee acting in good faith), in the case of Restricted Stock,
Restricted Stock Units, Deferred Stock Units, and Dividend Equivalent Rights (for shares of Stock subject thereto), equal to the formula
or fixed price per share paid to holders of shares of Stock pursuant to such Change in Control and, in the case of Options or SARs, equal
to the product of the number of shares of Stock subject to such Options or SARs multiplied by the amount, if any, by which (x) the
formula or fixed price per share paid to holders of shares of Stock pursuant to such transaction exceeds (y) the Option Price or
SAR Price applicable to such Options or SARs.


 


(b) For Performance Awards,
if less than half of the Performance Period has lapsed, such Awards shall be treated as though the target performance thereunder has been
achieved. If at least half of the Performance Period has lapsed, such Performance Awards shall be earned, as of immediately prior to but
contingent on the occurrence of such Change in Control, based on the greater of (i) deemed achievement of target performance or (ii) determination
of actual performance as of a date reasonably proximate to the date of consummation of the Change in Control as determined by the Committee,
in its sole discretion. After application of this Section 16.3(b), if any Awards arise from application of this Article
16, such Awards shall be settled under the applicable provision of Section 16.3(a).


 


(c)  Other Equity-Based
Awards shall be governed by the terms of the applicable Award Agreement.


 


16.4  Change in Control in which Awards are Assumed.



 


Except as otherwise provided in the applicable Award
Agreement, in another agreement with the Grantee, or as otherwise set forth in writing, upon the occurrence of a Change in Control in
which outstanding Awards are being assumed or continued, the following provisions shall apply to such Award, to the extent assumed or
continued:


 


The Plan and the Options, SARs, Restricted
Stock, Restricted Stock Units, Deferred Stock Units, Dividend Equivalent Rights, and Other Equity-Based Awards granted under the
Plan shall continue in the manner and under the terms so provided in the event of any Change in Control to the extent that provision
is made in writing in connection with such Change in Control for the assumption or continuation of such Options, SARs, Restricted
Stock, Restricted Stock Units, Deferred Stock Units, Dividend Equivalent Rights, and Other Equity-Based Awards, or for the
substitution for such Options, SARs, Restricted Stock, Restricted Stock Units, Deferred Stock Units, Dividend Equivalent Rights, and
Other Equity-Based Awards of new stock options, stock appreciation rights, restricted stock, restricted stock units, deferred stock
units, dividend equivalent rights, and other equity-based awards relating to the Capital Stock of a successor entity, or a parent or
subsidiary thereof, with appropriate adjustments as to the number of shares (disregarding any consideration that is not common
stock) and exercise prices of options and stock appreciation rights.


 






    21


     


    

 


16.5  Adjustments. 


 


Adjustments under this Article 16 related
to shares of Stock or other Capital Stock of the Company shall be made by the Committee, whose determination in that respect shall be
final, binding, and conclusive. No fractional shares or other securities shall be issued pursuant to any such adjustment, and any fractions
resulting from any such adjustment shall be eliminated in each case by rounding downward to the nearest whole share. The Committee may
provide in the applicable Award Agreement as of the Grant Date, in another agreement with the Grantee, or otherwise in writing at any
time thereafter with the consent of the Grantee, for different provisions to apply to an Award in place of those provided in Sections 16.1,
16.2, 16.3, and 16.4. This Article 16 shall not limit the Committee’s ability to provide for alternative
treatment of Awards outstanding under the Plan in the event of a change in control event involving the Company that is not a Change in
Control.


 


16.6  No Limitations on Company. 


 


The making of Awards pursuant to the Plan shall
not affect or limit in any way the right or power of the Company to make adjustments, reclassifications, reorganizations, or changes of
its capital or business structure or to merge, consolidate, dissolve, or liquidate, or to sell or transfer all or any part of its business
or assets (including all or any part of the business or assets of any Subsidiary or other Affiliate) or to engage in any other transaction
or activity.


 


17. PARACHUTE
LIMITATIONS 


 


If any Grantee is a Disqualified Individual, then,
notwithstanding any other provision of the Plan or of any Other Agreement to the contrary and notwithstanding any Benefit Arrangement,
any right of such Grantee to any exercise, vesting, payment, or benefit under the Plan shall be reduced or eliminated:


 


(a)  to the extent that
such right to exercise, vesting, payment, or benefit, taking into account all other rights, payments, or benefits to or for the Grantee
under the Plan, all Other Agreements, and all Benefit Arrangements, would cause any exercise, vesting, payment, or benefit to such Grantee
under the Plan to be considered a Parachute Payment; and


 


(b) if, as a result of receiving
such Parachute Payment, the aggregate after-tax amounts received by the Grantee from the Company under the Plan, all Other Agreements,
and all Benefit Arrangements would be less than the maximum after-tax amount that could be received by the Grantee without causing any
such payment or benefit to be considered a Parachute Payment.


 


Except as required by Code Section 409A or
to the extent that Code Section 409A permits discretion, the Committee shall have the right, in the Committee’s sole discretion,
to designate those rights, payments, or benefits under the Plan, all Other Agreements, and all Benefit Arrangements that should be reduced
or eliminated so as to avoid having such rights, payments, or benefits be considered a Parachute Payment; provided, that, to the extent
any payment or benefit constitutes deferred compensation under Code Section 409A, in order to comply with Code Section 409A,
except as otherwise provided in an applicable agreement between a Grantee and the Company or an Affiliate, the Company shall instead accomplish
such reduction by first reducing or eliminating any cash payments (with the payments to be made furthest in the future being reduced first),
then by reducing or eliminating any accelerated vesting of Performance Awards, then by reducing or eliminating any accelerated vesting
of Options or SARs, then by reducing or eliminating any accelerated vesting of Restricted Stock, Restricted Stock Units, or Deferred Stock
Units, then by reducing or eliminating any other remaining Parachute Payments.


 






    22


     


    

 




18. GENERAL
PROVISIONS 


 


18.1  Disclaimer of Rights. 


 


No provision in the Plan, any Award, or any Award
Agreement shall be construed (a) to confer upon any individual the right to remain in the Service of the Company or an Affiliate,
(b) to interfere in any way with any contractual or other right or authority of the Company or an Affiliate either to increase or
decrease the compensation or other payments to any Person at any time, or (c) to terminate any Service or other relationship between
any Person and the Company or an Affiliate. In addition, notwithstanding any provision of the Plan to the contrary, unless otherwise stated
in the applicable Award Agreement, in another agreement with the Grantee, or otherwise in writing, no Award granted under the Plan shall
be affected by any change of duties or position of the Grantee thereof, so long as such Grantee continues to provide Service. The obligation
of the Company to pay any benefits pursuant to the Plan shall be interpreted as a contractual obligation to pay only those amounts provided
herein, in the manner and under the conditions prescribed herein. The Plan and Awards shall in no way be interpreted to require the Company
to transfer any amounts to a third-party trustee or otherwise to hold any amounts in trust or escrow for payment to any Grantee or beneficiary
under the terms of the Plan.


 


18.2  Nonexclusivity of the Plan. 


 


Neither the adoption of the Plan nor the submission
of the Plan to the stockholders of the Company for approval shall be construed as creating any limitations upon the right and authority
of the Board or the Committee to adopt such other incentive compensation arrangements (which arrangements may be applicable either generally
to a class or classes of individuals or specifically to a particular individual or particular individuals) as the Board or the Committee
in their discretion determine desirable.


 


18.3  Withholding Taxes. 


 


The Company or an Affiliate, as the case may be,
shall have the right to deduct from payments of any kind otherwise due to a Grantee any federal, state, or local taxes of any kind required
by Applicable Laws to be withheld with respect to the vesting of or other lapse of restrictions applicable to an Award or upon the issuance
of any shares of Stock upon the exercise of an Option or pursuant to any other Award. At the time of such vesting, lapse of restrictions,
or exercise, the Grantee shall pay in cash to the Company or an Affiliate, as the case may be, any amount that the Company or such Affiliate
may reasonably determine to be necessary to satisfy such withholding obligation; provided that if there is a same-day sale of shares of
Stock subject to an Award, the Grantee shall pay such withholding obligation on the day on which such same-day sale is completed. Subject
to the prior approval of the Company or an Affiliate, which may be withheld by the Company or such Affiliate, as the case may be, in its
sole discretion, the Grantee may elect to satisfy such withholding obligation, in whole or in part, (a) by causing the Company or
such Affiliate to withhold shares of Stock otherwise issuable to the Grantee or (b) by delivering to the Company or such Affiliate
shares of Stock already owned by the Grantee. The shares of Stock so withheld or delivered shall have an aggregate Fair Market Value equal
to such withholding obligation. The Fair Market Value of the shares of Stock used to satisfy such withholding obligation shall be determined
by the Company or such Affiliate as of the date on which the amount of tax to be withheld is to be determined. A Grantee who has made
an election pursuant to this Section 18.3 may satisfy such Grantee’s withholding obligation only with shares of Stock
that are not subject to any repurchase, forfeiture, unfulfilled vesting, or other similar requirements. The maximum number of shares of
Stock that may be withheld from any Award to satisfy any federal, state, or local tax withholding requirements upon the exercise, vesting,
or lapse of restrictions applicable to any Award or payment of shares of Stock pursuant to such Award, as applicable, may not exceed such
number of shares of Stock having a Fair Market Value equal to the minimum statutory amount required by the Company or the applicable Affiliate
to be withheld and paid to any such federal, state, or local taxing authority with respect to such exercise, vesting, lapse of restrictions,
or payment of shares of Stock; provided, however, that for so long as Accounting Standards Update 2016-09 or a similar rule remains in
effect, the Board or the Committee has full discretion to choose, or to allow a Grantee to elect, to withhold a number of Shares having
an aggregate Fair Market Value that is greater than the applicable minimum statutory required withholding obligation (but such withholding
may in no event be in excess of the maximum required statutory withholding amount(s) in such Grantee’s relevant tax jurisdiction).




 






    23


     


    






 


18.4  Captions. 


 


The use of captions in the Plan or any Award Agreement
is for convenience of reference only and shall not affect the meaning of any provision of the Plan or such Award Agreement.


 


18.5  Construction.


 


Unless the context otherwise requires, all references
in the Plan to “including” shall mean “including without limitation.”


 


18.6  Other Provisions. 


 


Each Award granted under the Plan may contain such
other terms and conditions not inconsistent with the Plan as may be determined by the Committee, in its sole discretion.


 


18.7  Number and Gender. 


 


With respect to words used in the Plan, the singular
form shall include the plural form, and the masculine gender shall include the feminine gender, as the context requires.


 


18.8  Severability. 


 


If any provision of the Plan or any Award Agreement
shall be determined to be illegal or unenforceable by any court of law in any jurisdiction, the remaining provisions hereof and thereof
shall be severable and enforceable in accordance with their terms, and all provisions shall remain enforceable in any other jurisdiction.


 


18.9  Governing Law. 


 


The Plan and the instruments evidencing the Awards
hereunder shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, other than any conflicts
or choice of law rule or principle that might otherwise refer construction or interpretation of the Plan and the instruments evidencing
the Awards granted hereunder to the substantive laws of any other jurisdiction.


 


18.10  Foreign Jurisdictions.


 


To the extent the Committee determines that the
material terms set by the Committee imposed by the Plan preclude the achievement of the material purposes of the Plan in jurisdictions
outside the United States, the Committee will have the authority and discretion to modify those terms and provide for such additional
terms and conditions as the Committee determines to be necessary, appropriate, or desirable to accommodate differences in local law, policy,
or custom or to facilitate administration of the Plan. The Committee may adopt or approve sub-plans, appendices, or supplements to, or
amendments, restatements, or alternative versions of the Plan as in effect for any other purposes. The special terms and any sub-plans,
appendices, supplements, amendments, restatements, or alternative versions, however, shall not include any provisions that are inconsistent
with the terms of the Plan as in effect, unless the Plan could have been amended to eliminate such inconsistency without further approval
by the Company’s stockholders.


 


18.11  Section 409A of the Code. 


 


The Plan is intended to comply with Code Section 409A
to the extent subject thereto, and, accordingly, to the maximum extent permitted, the Plan will be interpreted and administered to be
in compliance with Code Section 409A. Any payments described in the Plan that are due within the Short-Term Deferral Period will
not be treated as deferred compensation unless Applicable Laws require otherwise. Any grant of an Option or SAR pursuant to the Plan is
intended to comply with the “stock rights” exemption from Code Section 409A. Notwithstanding any provision of the Plan
to the contrary, to the extent required to avoid accelerated taxation and tax penalties under Code Section 409A, amounts that would
otherwise be payable and benefits that would otherwise be provided pursuant to the Plan during the six (6)-month period immediately following
the Grantee’s Separation from Service will instead be paid on the first payroll date after the six (6)-month anniversary of the
Grantee’s Separation from Service (or the Grantee’s death, if earlier).


 






    24


     


    

 




Furthermore, notwithstanding anything in the Plan
to the contrary, in the case of an Award that is characterized as deferred compensation under Code Section 409A, and pursuant to
which settlement and delivery of the cash or shares of Stock subject to the Award is triggered based on a Change in Control, in no event
will a Change in Control be deemed to have occurred for purposes of such settlement and delivery of cash or shares of Stock if the transaction
is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial
portion of the assets of” the Company as determined under Treasury Regulation Section 1.409A-3(i)(5) (without regard to any
alternative definition thereunder). If an Award characterized as deferred compensation under Code Section 409A is not settled and
delivered on account of the provision of the preceding sentence, the settlement and delivery shall occur on the next succeeding settlement
and delivery triggering event that is a permissible triggering event under Code Section 409A. No provision of this paragraph shall
in any way affect the determination of a Change in Control for purposes of vesting in an Award that is characterized as deferred compensation
under Code Section 409A.


 


Notwithstanding the foregoing, neither the Company
nor the Committee will have any obligation to take any action to prevent the assessment of any excise tax or penalty on any Grantee under
Code Section 409A, and neither the Company or an Affiliate nor the Board or the Committee will have any liability to any Grantee
for such tax or penalty.


 


18.12  Limitation on Liability.


 


No member of the Board or the Committee shall be
liable for any action or determination made in good faith with respect to the Plan, any Award, or any Award Agreement. Notwithstanding
any provision of the Plan to the contrary, neither the Company, an Affiliate, the Board, the Committee, nor any person acting on behalf
of the Company, an Affiliate, the Board, or the Committee will be liable to any Grantee or to the estate or beneficiary of any Grantee
or to any other holder of an Award under the Plan by reason of any acceleration of income, or any additional tax (including any interest
and penalties), asserted by reason of the failure of an Award to satisfy the requirements of Code Section 422 or Code Section 409A
or by reason of Code Section 4999, or otherwise asserted with respect to the Award; provided, that this Section 18.12
shall not affect any of the rights or obligations set forth in an applicable agreement between the Grantee and the Company or an Affiliate.


 


[Remainder of Page Intentionally Left Blank]




 


 


25