Exhibit 10.7


 


BM TECHNOLOGIES, INC.

2020 EQUITY INCENTIVE PLAN

Effective as of January 4, 2021


 


1. Purpose and Stockholder Approval.


 


(a) BM Technologies, Inc., a Delaware corporation
(as successor to Megalith Financial Acquisition Corp., the “Company”), hereby adopts the BM Technologies, Inc.
2020 Equity Incentive Plan (the “Plan”), effective as of January 4, 2021. The Plan is intended to recognize
the contributions made to the Company and its Affiliates by the Employees, Directors and Advisors of the Company, to provide such
persons with additional incentive to devote themselves to the future success of the Company, to improve the ability of the Company
to attract, retain, and motivate individuals upon whom the Company’s sustained growth and financial success depend, by providing
such persons with an opportunity to acquire or increase their proprietary interest in the Company. To this end, the Plan provides
for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units and dividend equivalent rights.
Any of these awards may, but need not, be made as performance incentives to reward attainment of annual or long-term performance
goals at the Committee’s sole and absolute discretion. Stock options granted under the Plan may be Non-Qualified Stock
Options or Incentive Stock Options, as provided herein, except that stock options granted to any person who is not an Employee
of the Company shall in all cases be Non-Qualified Stock Options.


 


(b) The adoption the Plan is was approved by the Company’s
stockholders at the Company’s stockholders meeting on December 21, 2020.


 


2. Definitions. Unless the context clearly indicates
otherwise, the following terms shall have the following meanings:


 


“Advisor” means any person, including
a consultant, who is engaged by the Company or an Affiliate to render consulting or advisory services and is compensated for such
services,


 


“Affiliate” means a corporation
that is a parent corporation or a subsidiary corporation with respect to the Company within the meaning of Section 424(e)
or (f) of the Code, and any other non-corporate entity that would be such a subsidiary corporation if such entity were
a corporation.


 


“Award” means an award of Restricted
Stock, Restricted Stock Units, Stock Options, Stock Appreciation Rights or Dividend Equivalent Rights granted under the Plan, designated
by the Committee at the time of such grant as an Award, and containing the terms specified herein for Awards.


 


“Award Document” means the document
that sets forth the terms and conditions of each grant of an Award. Awards shall be evidenced by an Award Document in such form
as the Committee shall from time to time approve, which Award Document shall comply with and be subject to the terms and conditions
of the Plan and such other terms and conditions as the Committee shall from time to time require that are not inconsistent with
the terms of the Plan. A Grantee shall not have any rights with respect to an Award until and unless such Grantee shall have executed
an Award Document containing the terms and conditions determined by the Committee.


 






     


     


    

 


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


 


“Cause” shall have the same definition
as under any employment agreement between the Company or any Affiliate and the Grantee or, if no such employment agreement exists
or if such employment agreement does not contain any such definition or words of similar import, “Cause” means, except
as otherwise provided in an Award Document, that an employee-Grantee should be or was dismissed as a result of:


 


(i) any material breach by the Grantee of any agreement
to which the Grantee and the Company or an Affiliate are parties;


 


(ii) any act (other than retirement) or omission
to act by the Grantee, including without limitation, the commission of any crime (other than ordinary traffic violations) that
may have a material and adverse effect on the business of the Company or any Affiliate or on the Grantee’s ability to perform
services for the Company or any Affiliate; or


 


(iii) any material misconduct or neglect of duties
by the Grantee in connection with the business or affairs of the Company or any Affiliate.


 


“Change of Control” shall mean,
except as otherwise provided in the Award Document, the first to occur of any of the following events:


 


(i) The date any transaction is consummated that constitutes
the sale or other disposition of all or substantially all of the assets of the Company, other than where such transaction results
in all or substantially all of the assets of the Company being held by an entity as to which at least a majority of the equity
ownership of such entity immediately after the sale or disposition is held by the same persons and in the same proportions as the
Company’s common stock was held immediately before such sale or other disposition;


 


(ii) The date any transaction is consummated that
constitutes a merger or consolidation of the Company with or into another corporation, other than a merger or consolidation of
the Company in which holders of shares of the Common Stock immediately prior to the merger or consolidation will hold at least
a majority of the ownership of common stock of the surviving corporation (and, if one class of common stock is not the only class
of voting securities entitled to vote on the election of directors of the surviving corporation, a majority of the voting power
of the surviving corporation’s voting securities) immediately after the merger or consolidation, which common stock (and,
if applicable, voting securities) is to be held in the same proportion as such holders’ ownership of Common Stock immediately
before the merger or consolidation;


 






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(iii) The date any entity, person or group, (within
the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934, as amended), other than the
Company or any of its subsidiaries or any employee benefit plan (or related trust) sponsored or maintained by the Company or any
of its subsidiaries, shall have become the beneficial owner of, or shall have obtained voting control over, more than fifty percent
(50%) of the outstanding shares of the Common Stock;


 


(iv) The first day after the date this Plan is
effective when directors are elected such that a majority of the Board of Directors shall have been members of the Board of Directors
for less than twenty four (24) months, unless the nomination for election of each new director who was not a director at the beginning
of such twenty four (24) month period was approved by a vote of at least two thirds of the directors then still in office who were
directors at the beginning of such period; or


 


(v) The date the stockholders of the Company (or the
Board of Directors, if stockholder action is not required) approve a plan or other arrangement pursuant to which the Company will
be dissolved or liquidated and no further contingences remain that could prevent the consummation of such plan or arrangement.
For avoidance of doubt, any transaction done exclusively for the purpose of changing the domicile of the company shall not constitute
a Change of Control.


 


“Closing” means the consummation
of the transactions contemplated by the Merger Agreement.


 


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


 


“Committee” shall have the meaning
set forth in Section 3(a).


 


“Common Stock” means the Company’s
Common Stock, par value $0.0001 per share.


 


“Director” means a member of the
Board.


 


“Disability” shall have the meaning
set forth in Section 22(e)(3) of the Code.


 


“Dividend Equivalent Right” means
a right, granted to a Grantee under the terms of the Plan, to receive cash, Stock, other Awards or other property equal in value
to dividends paid with respect to a specified number of shares of Stock, or other periodic payments.


 


“Employee” means an employee of
the Company (including an officer or Director who is also an employee), but excluding any person who is classified by the Company
as a “contractor” or “consultant,” no matter how characterized by the Internal Revenue Service, other governmental
agency or a court. Any change of characterization of an individual by the Internal Revenue Service or any court or government agency
shall have no effect upon the classification of an individual as an Employee for purposes of this Plan, unless the Committee determines
otherwise.


 






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“Exchange Act” means the Securities
Exchange Act of 1934, as amended, and all rules and regulations promulgated thereunder. Reference to a specific section of the
Exchange Act or regulation thereunder shall include such section or regulation, any valid regulation or interpretation promulgated
under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding
such section or regulation.


 


“Fair Market Value” shall mean:


 


(i) If the Common Stock is traded on any national stock
exchange or quotation system, then the Fair Market Value per Share shall be, the last reported sale price per share thereof on
the relevant date (or the closing price as of the most recent trading day prior to the relevant date if the relevant date is not
a trading day), as reported on the stock exchange or quotation system that reflects the principal market on which the Common Stock
is traded on such date; or


 


(ii) If the Common Stock is not traded on any national
stock exchange or quotation system on the relevant date, the Fair Market Value shall be as determined in good faith by the Committee.


 


“Good Reason” shall have the same
definition as under any employment agreement between the Company or any Affiliate and the Grantee or, if no such employment agreement
exists or if such employment agreement does not contain any such definition or words of similar import, “Good Reason”
shall mean, except as otherwise provided in an Award Document, the termination of employment by the Grantee following the occurrence,
without the Grantee’s written consent, after a Change of Control of:


 


(i) a material reduction in the Grantee’s base
salary or wage rate or target incentive opportunity; or


 


(ii) the relocation of the Grantee’s principal
place of employment to a location more than fifty miles from the Grantee’s principal place of employment as of immediately
prior to the Change of Control;


 


provided, however, that the foregoing
events shall constitute Good Reason only if the Grantee provides the Company with written objection to the event within thirty
days following the occurrence thereof, the Company does not reverse or otherwise cure the event within thirty days of receiving
that written objection and the Grantee resigns the Grantee’s employment within twenty days following the expiration of the
Company’s thirty-day cure period.


 


“Grant Date” means the date established
by the Committee as of which any Award has been granted to a Grantee.


 


“Grantee” means any person who
is granted an Award.


 






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“ISO” or “Incentive Stock
Option” means an Option granted under the Plan that is intended to qualify as an “incentive stock option” within
the meaning of Section 422(b) of the Code.


 


“Merger Agreement” means the Agreement
and Plan of Merger, dated effective as of August 6, 2020, by and among Megalith Financial Acquisition Corp., MFAC Merger Sub
Inc., Customers Bank and BankMobile Technologies, Inc., as it may be amended and supplemented from time to time.


 


“Non-Employee Director” means
a Director who either (i) is not a current employee or officer of the Company or an Affiliate, does not receive compensation,
either directly or indirectly, from the Company or an Affiliate for services rendered as a consultant or in any capacity other
than as a Director (except for an amount as to which disclosure would not be required under Item 404(a) of Regulation S-K promulgated
pursuant to the Securities Act (“Regulation S-K”)), does not possess an interest in any other transaction for which
disclosure would be required under Item 404(a) of Regulation S-K, and is not engaged in a business relationship for which
disclosure would be required pursuant to Item 404(b) of Regulation S-K; or (ii) is otherwise considered a “non-employee director”
for purposes of Rule 16b-3.


 


“Non-Qualified Stock Option”
means an Option granted under the Plan that is not intended to qualify, or otherwise does not qualify, as an “incentive stock
option” within the meaning of Section 422(b) of the Code.


 


“Option” or “Stock Option”
means either an ISO or a Non-Qualified Stock Option granted under the Plan.


 


“Option Price” means the price
at which Shares may be purchased upon exercise of an Option, as calculated pursuant to the applicable provisions of the Plan.


 


“Restricted Stock” means Shares
issued to a person pursuant to an Award.


 


“Rule 16b-3” means Rule 16b-3 promulgated
under the Act or any successor Rule.


 


“Restricted Stock Unit” or “RSU”
means a bookkeeping entry representing the equivalent of one (1) share of Common Stock awarded to a Grantee under Section 8
of the Plan.


 


“Shares” means the shares of Common
Stock that are the subject of Awards.


 


“Stock Appreciation Rights” or
“SAR” means a right granted to a grantee under Section 7 of the Plan.


 


“Termination of Employment or Service in
Connection with a Change of Control” shall be deemed to occur with respect to a Grantee if, within the one-year period
(or such longer period as may be specified in an Award Document) beginning on the date of a Change of Control, the employment or
service of the Grantee shall be terminated either (i) involuntarily for any reason other than for Cause, (ii) voluntarily
for Good Reason or (iii) in the case of Directors, a required resignation from the Board of Directors.


 






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3. Administration of the Plan.


 


(a) Committee. The Plan shall be administered
by the Compensation Committee of the Board of Directors provided such committee consists of at least two members of the Board of
Directors, each of whom qualifies as a Non-Employee Director and as an “independent director” (as that phrase
is used by the rules of the stock exchange on which the Company’s shares are traded). The foregoing requirement for members
of the Compensation Committee to act as the Committee shall not be applicable if the Company ceases to be a publicly-traded corporation.
Notwithstanding anything in this Section 3(a) to the contrary, the Board of Directors may establish more than one committee
to administer the Plan with respect to separate classes of Grantees (other than officers of the Company who are subject to Section 16
of the Exchange Act), and, provided further, that the Board of Directors itself shall act as the Committee with respect to Awards
made to Non-Employee Directors.


 


(b) Grants. The Committee shall from time
to time at its discretion direct the Company to grant Awards pursuant to the terms of the Plan. The Committee shall have plenary
authority to (i) determine the Grantees to whom and the times at which Awards shall be granted, (ii) determine the price
at which Options shall be granted, (iii) determine the type of Option to be granted and the number of Shares subject thereto,
(iv) determine the number of Shares to be granted pursuant to each Award and (v) approve the form and terms and conditions
of the Award Documents and of each Award; all subject, however, to the express provisions of the Plan, including, specifically,
Section 10 regarding grants of Awards to Non-Employee Directors. In making such determinations, the Committee may take
into account the nature of the Grantee’s services and responsibilities, the Grantee’s present and potential contribution
to the Company’s success and such other factors as it may deem relevant. The interpretation and construction by the Committee
of any provisions of the Plan or of any Award granted under it shall be final, binding and conclusive.


 


(c) Exculpation. No member of the Committee
shall be personally liable for monetary damages as such for any action taken or any failure to take any action in connection with
the administration of the Plan or the granting of Awards thereunder except to the extent such exculpation is prohibited by provisions
of the applicable business corporations law; provided, however, that the provisions of this Section 3(c) shall
not apply to the responsibility or liability of a member of the Committee pursuant to any criminal statute or to the liability
of a member of the Committee for the payment of taxes pursuant to local, state or federal law.


 


(d) Indemnification. Service on the Committee
shall constitute service as a member of the Board of Directors. Each member of the Committee shall be entitled without further
act on his or her part to indemnity from the Company to the fullest extent provided by applicable law and the Company’s Certificate
of Incorporation and/or Bylaws in connection with or arising out of any action, suit or proceeding with respect to the administration
of the Plan or the granting of Options or Awards thereunder in which he or she may be involved by reason of his or her being or
having been a member of the Committee, whether or not he or she continues to be such member of the Committee at the time of the
action, suit or proceeding.


 






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4. Eligibility. Employees (including Employees who
are members of the Board of Directors or its Affiliates), Non-Employee Directors, and Advisors of the Company or its Affiliates
shall be eligible to receive Awards hereunder; provided, that only Employees of the Company or its Affiliates
shall be eligible to receive ISOs. The Committee, in its sole discretion, shall determine whether an individual qualifies as an
Employee of the Company or its Affiliates.


 


5. Term of the Plan. No Award may be granted under
the Plan after [•], 2030.


 


6. Stock Options and Terms. Each Option granted
under the Plan shall be a Non-Qualified Stock Option unless the Option shall be specifically designated at the time of grant
to be an ISO. Options granted pursuant to the Plan shall be evidenced by the Award Documents in such form as the Committee shall
from time to time approve, which Award Documents shall comply with and be subject to the following terms and conditions and such
other terms and conditions as the Committee shall from time to time require that are not inconsistent with the terms of the Plan.


 


(a) Number of Shares. Each Award Document
shall state the number of Shares to which it pertains. A Grantee may receive more than one Option, which may include Options that
are intended to be ISOs and Options that are not intended to be ISOs, but only on the terms and subject to the conditions and restrictions
of the Plan.


 


(b) Option Price. Each Award Document
shall state the Option Price that shall be at least 100% of the Fair Market Value of the Shares at the time the Option is granted
as determined by the Committee in accordance with this Section 6(b); provided, however, that
if an ISO is granted to a Grantee who then owns, directly or by attribution under Section 424(d) of the Code, shares of capital
stock of the Company possessing more than 10% of the total combined voting power of all classes of stock of the Company or an Affiliate,
then the Option Price shall be at least 110% of the Fair Market Value of the Shares at the time the Option is granted.


 


(c) Exercise. No Option shall be deemed
to have been exercised prior to the receipt by the Company of written notice of such exercise and of payment in full of the Option
Price for the Shares to be purchased. Each such notice shall specify the number of Shares to be purchased and shall (unless the
Shares are covered by a then effective registration statement or a Notification under Regulation A under the Securities Act of
1933, as amended (the “Act”)), contain the Grantee’s acknowledgment in form and substance satisfactory
to the Company that (i) such Shares are being purchased for investment and not for distribution or resale (other than a distribution
or resale that, in the opinion of counsel satisfactory to the Company, may be made without violating the registration provisions
of the Act), (ii) the Grantee has been advised and understands that (A) the Shares have not been registered under the
Act and are “restricted securities” within the meaning of Rule 144 under the Act and are subject to restrictions
on transfer and (B) the Company is under no obligation to register the Shares under the Act or to take any action that would
make available to the Grantee any exemption from such registration, (iii) such Shares may not be transferred without compliance
with all applicable federal and state securities laws, and (iv) an appropriate legend referring to the foregoing restrictions
on transfer and any other restrictions imposed under the Award Documents may be endorsed on the certificates. Notwithstanding the
foregoing, if the Company determines that issuance of Shares should be delayed pending (I) registration under federal or state
securities laws, (II) the receipt of an opinion that an appropriate exemption from such registration is available, (III) the listing
or inclusion of the Shares on any securities exchange or in an automated quotation system or (IV) the consent or approval of any
governmental regulatory body whose consent or approval is necessary in connection with the issuance of such Shares, the Company
may defer exercise of any Option granted hereunder until any of the events described in this Section 6(c) has occurred.


 






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(d) No Stockholder Rights Prior to Exercise.
No Grantee shall, solely by reason of having been granted one or more Options, have any rights as a stockholder of the Company
and shall have no right to vote Shares subject to the Option, nor any right to receive any dividends declared or paid with respect
to such Shares unless and until the Grantee has exercised his or her Option and acquired such Shares.


 


(e) Medium of Payment. A Grantee shall
pay for Shares (i) in cash, (ii) by certified check from a U.S. bank payable to the order of the Company, or (iii) by
such other mode of payment as the Committee may approve, including, without limitation, payment through a broker in accordance
with procedures permitted by Regulation T of the Federal Reserve Board. Furthermore, the Committee may provide in an Award Document
that payment may be made in whole or in part in shares of Common Stock held by the Grantee. If payment is made in whole or in part
in shares of Common Stock, then the Grantee shall deliver to the Company certificates registered in the name of such Grantee representing
the shares of Common Stock owned by such Grantee, free of all liens, claims and encumbrances of every kind and having an aggregate
Fair Market Value on the date of delivery that is at least as great as the Option Price of the Shares (or relevant portion thereof)
with respect to which such Option is to be exercised by the payment in shares of Common Stock, accompanied by stock powers duly
endorsed in blank by the Grantee. A Grantee may also pay for Shares by delivery of Shares to be acquired upon the exercise of such
Option, with such Shares being valued at the Fair Market Value on the date of exercise. Notwithstanding the foregoing, the Committee
may impose from time to time such limitations and prohibitions on the use of shares of Common Stock to exercise an Option as it
deems appropriate.


 






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(f) Termination of Options.


 


(i) No Option shall be exercisable after
the first to occur of the following:


 


(1) Expiration of the Option term specified in the Award
Document, which shall not exceed (i) ten years from the Grant Date, or (ii) five years from the Grant Date of an ISO
if the Grantee on the Grant Date owns, directly or by attribution under Section 424(d) of the Code, shares of capital stock
of the Company possessing more than ten percent (10%) of the total combined voting power of all classes of capital stock of the
Company or of an Affiliate;


 


(2) Except as otherwise provided in the Award Document,
expiration of ninety (90) days from the date the Grantee’s employment or service with the Company or its Affiliate terminates
for any reason other than Disability or death or as otherwise specified in this Section 6 or Section 13 below;


 


(3) Except as otherwise provided in the Award Document,
expiration of one year from the date the Grantee’s employment or service with the Company or its Affiliate terminates due
to the Grantee’s Disability or death;


 


(4) The date on which the employment or service of the
Grantee shall be terminated for Cause. In such event, in addition to immediate termination of the Option, the Grantee shall automatically
forfeit all Shares for which the Company has not yet delivered the share certificates upon refund by the Company of the Option
Price of such Shares; or


 


(5) The date, if any, set by the Board of Directors
as an accelerated expiration date pursuant to Section 12 hereof.


 


(ii) Notwithstanding the foregoing, in the event
that on the last business day of the term of an Option (other than an Incentive Stock Option), the exercise of the Option is prohibited
by applicable law, including a prohibition on purchases or sales of Common Stock under the Company’s insider trading policy,
the term of the Option shall be extended for a period of 30 days following the end of the legal prohibition, unless the Committee
determines otherwise.


 


(iii) Notwithstanding the foregoing, the Committee
may extend the period during which an Option may be exercised to a date no later than the date of the expiration of the Option
term specified in the Award Documents, as they may be amended, provided that any change pursuant to this Section 6(f)(ii) that
would cause an ISO to become a Non-Qualified Stock Option may be made only with the consent of the Grantee and provided, further,
that any such extension may only be made in compliance with Section 409A of the Code, to the extent applicable .


 


(iv) During the period in which an Option may
be exercised after the termination of the Grantee’s employment or service with the Company or any Affiliate, such Option
shall only be exercisable to the extent it was exercisable immediately prior to such Grantee’s termination of service or
employment, except to the extent specifically provided to the contrary in the applicable Award Document.


 






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(g) Transfers. Except as provided in Section 24,
no Option may be transferred except by will or by the laws of descent and distribution. During the lifetime of the person to whom
an Option is granted, such Option may be exercised only by him or her except as provided in Section 24. Notwithstanding the
foregoing, a Non-Qualified Stock Option may be transferred pursuant to the terms of a “qualified domestic relations
order” within the meaning of Sections 401(a)(13) and 414(p) of the Code or within the meaning of Title I of the Employee
Retirement Income Security Act of 1974, as amended.


 


(h) Exercisability. No Option may be exercised
except to the extent the Option has become vested pursuant to its terms.


 


(i) Limitation on ISO Grants. In no event
shall the aggregate Fair Market Value of the Shares (determined at the time the ISO is granted) with respect to which an ISO is
exercisable for the first time by the Grantee during any calendar year (under all incentive stock option plans of the Company or
its Affiliates) exceed $100,000 (determined as of the Grant Date or Dates).


 


(j) Other Provisions. The Award Documents
shall contain such other provisions including, without limitation, provisions authorizing the Committee to accelerate the exercisability
of all or any portion of an Option, additional restrictions upon the exercise of the Option or additional limitations upon the
term of the Option, as the Committee shall deem advisable.


 


(k) Amendment. The Committee shall have
the right to amend Award Documents issued to a Grantee, subject to the Grantee’s consent if such amendment is not favorable
to the Grantee, except that the consent of the Grantee shall not be required for any amendment made under Section 13.


 


7. Stock Appreciation Rights.


 


(a) An SAR is an Award in the form of a right to receive
cash or Common Stock, upon surrender of the SAR, in an amount equal to the appreciation in the value of the Common Stock over a
base price established in the Award. An 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 share of Common Stock on the date of exercise over (B) the grant
price of the SAR as determined by the Committee. The Award Document for an SAR shall specify the grant price of the SAR, which
shall be at least the Fair Market Value of a share of Common Stock on the Grant Date. SARs may be granted in conjunction with all
or part of an Option granted under the Plan or at any subsequent time during the term of such Option, in conjunction with all or
part of any other Award or without regard to any Option or other Award; provided that an SAR that is granted subsequent to the
Grant Date of a related Option must have an SAR Price that is no less than the Fair Market Value of one share of Common Stock on
the Grant Date of the Option.


 






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(b) The Committee shall determine at the Grant Date
or thereafter, the time or times at which and the circumstances under which an 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 will be delivered or deemed to be delivered to
Grantees, whether or not an SAR shall be in tandem or in combination with any other Award, and any other terms and conditions of
any SAR.


 


(c) Each SAR granted under the Plan shall terminate,
and all rights thereunder shall cease, upon the expiration of not more than ten years from the date such SAR is granted, 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 Document relating to such SAR.


 


(d) Holders of an SAR shall have no rights as stockholders
of the Company solely by reason of having granted one or more SARs. Holders of an SAR shall have no right to vote such Shares or
the right to receive any dividends declared or paid with respect to such Shares.


 


(e) A holder of an SAR shall have no rights other
than those of a general creditor of the Company. An SAR represents an unfunded and unsecured obligation of the Company, subject
to the terms and conditions of the applicable Award Document.


 


(f) Unless the Committee otherwise provides in an
Award Document, in the event that a Grantee’s employment with the Company terminates for any reason other than because of
death or Disability, any SAR held by such Grantee shall be forfeited by the Grantee and reacquired by the Company. In the event
that a Grantee’s employment terminates as a result of the Grantee’s death or Disability, all remaining restrictions
with respect to such Grantee’s SAR shall immediately lapse, unless otherwise provided in the Award Document. Upon forfeiture
of an SAR, the Grantee shall have no further rights with respect to such Award.


 


(g) Except as provided in this Section 7, during
the lifetime of a Grantee, only the Grantee (or, in the event of legal incapacity or incompetency, the Grantee’s guardian
or legal representative) may exercise an SAR. Except as provided in this Section 7 or Section 24, 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.


 






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8. Restricted Stock and Restricted Stock Units.


 


(a) Restricted Stock is an Award of shares of Common
Stock that is granted subject to the satisfaction of such conditions and restrictions as the Committee may determine. In lieu of,
or in addition to any Awards of Restricted Stock, the Committee may grant Restricted Stock Units to any Grantee subject to the
same conditions and restrictions as the Committee would have imposed in connection with any Award of Restricted Stock. Each Restricted
Stock Unit shall have a value equal to the fair market value of one share of Common Stock. Each Award Document shall state the
number of shares of Restricted Stock or Restricted Stock Units to which it pertains. No cash or other consideration shall be required
to be paid by a Grantee for an Award.


 


(b) At the time a grant of Restricted Stock or Restricted
Stock Units is made, the Committee may, in its sole discretion, establish a period of time (a “restricted period”)
applicable to such Restricted Stock or Restricted Stock Units. Each Award of Restricted Stock or Restricted Stock Units may be
subject to a different restricted period. The Committee may, in its sole discretion, at the time a grant of Restricted Stock or
Restricted Stock Units is made, prescribe restrictions in addition to or other than the expiration of the restricted period, including
the satisfaction of corporate or individual performance objectives, which may be applicable to all or any portion of the Restricted
Stock or Restricted Stock Units. Except as provided in Section 24, neither Restricted Stock nor Restricted Stock Units may
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 Restricted Stock or Restricted Stock Units.


 


(c) The Company shall issue, in the name of each Grantee
to whom Restricted Stock has been granted, stock certificates representing the total number of shares of Restricted Stock granted
to the Grantee, as soon as reasonably practicable after the Grant Date. The Committee may provide in an Award Document that either
(i) the Secretary of the Company shall hold such certificates for the Grantee’s benefit until such time as the Restricted
Stock is forfeited to the Company or the restrictions lapse, or (ii) such certificates shall be delivered to the Grantee, provided, however,
that such certificates shall bear a legend or legends that comply with the applicable securities laws and regulations and makes
appropriate reference to the restrictions imposed under the Plan and the Award Document.


 


(d) Unless the Committee otherwise provides in an
Award Document, holders of Restricted Stock shall have the right to vote such Shares. Under no circumstances shall the holder of
Restricted Stock be entitled to receive any dividends declared or paid with respect to such Shares until such time as the Restricted
Stock becomes vested. The Committee may provide that any dividends paid on Restricted Stock must be reinvested in shares of Common
Stock, which shall then be subject to the same vesting conditions and restrictions applicable to such Restricted Stock. All distributions,
if any, received by a Grantee with respect to Restricted Stock as a result of any stock split, stock dividend, combination of shares,
or other similar transaction shall be subject to the restrictions applicable to the original Grant.


 






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(e) Holders of Restricted Stock Units shall have no
rights as stockholders of the Company. The Committee may provide in an Award Document evidencing a grant of Restricted Stock Units
that the holder of such Restricted Stock Units shall be entitled to receive, upon the Company’s payment of a cash dividend
on its outstanding Common Stock, a cash payment for each Restricted Stock Unit held equal to the per-share dividend paid on
the Common Stock; provided, however, that such cash dividend shall not be distributed to the holder of such Restricted Stock Units
until the Restricted Stock Units become vested. The Award Document may also provide that such cash payment will be deemed reinvested
in additional Restricted Stock Units at a price per unit equal to the Fair Market Value of a share of Common Stock on the date
that such dividend is paid, but such additional Restricted Stock Units shall in all cases be subject to the same restrictions that
apply to the original Restricted Stock Units.


 


(f) A holder of Restricted Stock Units shall have
no rights other than those of a general creditor of the Company. Restricted Stock Units represent an unfunded and unsecured obligation
of the Company, subject to the terms and conditions of the applicable Award Document.


 


(g) Unless the Committee otherwise provides in an
Award Document, in the event that a Grantee’s employment with the Company terminates for any reason other than death or Disability,
any Restricted Stock or Restricted Stock Units held by such Grantee shall be forfeited by the Grantee and reacquired by the Company.
In the event that a Grantee’s employment terminates as a result of the Grantee’s death or Disability, all remaining
restrictions with respect to such Grantee’s Restricted Stock shall immediately lapse, unless otherwise provided in the Award
Document. Upon forfeiture of Restricted Stock or Restricted Stock Units, the Grantee shall have no further rights with respect
to such Award, including but not limited to any right to vote Restricted Stock or any right to receive dividends with respect to
shares of Restricted Stock or Restricted Stock Units.


 


(h) Upon the expiration or termination of any restricted
period and the satisfaction of any other conditions prescribed by the Committee, the restrictions applicable to shares of Restricted
Stock or Restricted Stock Units settled in Stock shall lapse, and, unless otherwise provided in the Award Document, a stock certificate
for such shares shall be delivered, free of all such restrictions, to the Grantee or the Grantee’s beneficiary or estate,
as the case may be. The restrictions upon such Restricted Stock or Restricted Stock Units shall lapse only if the Grantee on the
date of such lapse is, and has continuously been an employee of the Company or its Affiliate from the date such Award was granted.
Neither the Grantee, nor the Grantee’s beneficiary or estate, shall have any further rights with regard to a Restricted Stock
Unit once the share of Stock represented by the Restricted Stock Unit has been delivered.


 


(i) Restricted Stock and Restricted Stock Units are
intended to be subject to a substantial risk of forfeiture during the restricted period, and, in the case of Restricted Stock (but
not Restricted Stock Units) subject to federal income tax in accordance with section 83 of the Code. Section 83 generally
provides that Grantee will recognize compensation income with respect to each installment of the Restricted Stock on the Vesting
Date in an amount equal to the then Fair Market Value of the shares for which restrictions have lapsed. Alternatively, Grantee
may elect, pursuant to Section 83(b) of the Code, to recognize compensation income for all or any part of the Restricted Stock
at the Grant Date in an amount equal to the fair market value of the Restricted Stock subject to the election on the Grant Date.
Such election must be made within 30 days of the Grant Date and Grantee shall immediately notify the Company if such an election
is made.


 






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9. Dividend Equivalent Rights. A Dividend Equivalent
Right is an Award entitling the Grantee to receive credits based on cash distributions that would have been paid on the shares
of Common Stock subject to an equity-based Award granted to such Grantee, determined as though such shares had been issued
to and held by the Grantee. Notwithstanding the foregoing, no Dividend Equivalent Right may be granted hereunder to any Grantee
in connection with a Stock Option or SAR granted to such Grantee. The terms and conditions of Dividend Equivalent Rights shall
be specified in the Award Document. Dividend equivalents credited to the holder of a Dividend Equivalent Right may be deemed reinvested
in additional shares of Common Stock, which may thereafter accrue additional equivalents, or may be treated as a cumulative right
to the cash amount of such dividends. Any reinvestment of deemed dividends in shares of Common Stock shall be at Fair Market Value
on the date of the deemed dividend distribution. Dividend Equivalent Rights may be settled in cash or Common Stock or a combination
thereof, and shall be paid or distributed in a single payment or distribution on (or as soon as practicable following) the date
the underlying Award has vested (taking into account the extent of such vesting) and any such Dividend Equivalent Right shall expire
or be forfeited or annulled under the same conditions and to the same extent as the underlying Award to which the Dividend Equivalent
Right is related expires or is forfeited. Except as may otherwise be provided by the Committee in the Award Document, a Grantee’s
rights in all Dividend Equivalent Rights or interest equivalents shall automatically terminate upon the Grantee’s termination
of Service for any reason.


 


10. Grants of Awards to Non-Employee Directors.
Notwithstanding anything herein to the contrary, no Awards shall be granted under the Plan to any Non-Employee Director except
as provided for in this Section 10. Specifically, Non-Employee Directors shall only receive Awards as follows:


 


(a) Grants may be in the form of any Option (other
than an ISO) or Award permitted under the Plan;


 


(b) The fair value of Awards granted to any Non-Employee Director
during any one calendar year, along with cash compensation paid to such Non-Employee Director in respect of such director’s
service as a member of the Board of Directors during such year (including service as a member or chair of any committees of the
Board of Directors) during such fiscal year shall not be in excess of three hundred thousand dollars ($300,000).


 






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11. Limitations on Awards.


 


(a) Shares Subject to Plan. The aggregate
maximum number of Shares for which Awards may be granted pursuant to the Plan shall be fixed immediately after the Closing as a
number of Shares equal to ten percent (10%) of the number of issued and outstanding shares of Common Stock immediately after the
Closing; provided, that such number of Shares shall be subject to adjustment thereafter as provided in Section 13.
All of such Shares may be granted as ISOs.


 


(i) The Shares shall be issued from authorized and unissued
Common Stock or Common Stock held in or hereafter acquired for the treasury of the Company.


 


(ii) Shares covered by an Award shall be counted
against the limit set forth in this Section 11(a). If any Shares 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 Common Stock subject thereto, then the
number of Shares counted against the aggregate number of Shares available under the Plan with respect to such Award shall, to the
extent of any such forfeiture, termination, cash-settlement or expiration, again be available for the grant of Awards under
the Plan in the same amount as such Shares were counted against the limit set forth in this section.


 


(iii) If an Option or an SAR terminates or expires
without having been fully exercised for any reason, or is canceled or forfeited or cash-settled pursuant to the terms of an
Award, the Shares for which the Option or SAR was not exercised may again be the subject of an Award granted pursuant to the Plan.
To the extent Shares subject to an Option or stock-settled SAR are withheld by the Company for payment of purchase price or
as a means of paying the exercise price, or for payment of federal, state or local income or wage tax withholding requirements,
the Shares that are so withheld shall be treated as granted and shall not again be available for subsequent grants of Awards under
the Plan.


 


(iv) If any full-value Award (i.e., an equity-based Award
other than an Option or SAR) is canceled or forfeited or cash-settled pursuant to the terms of an Award, the Shares for which
such Award was canceled or forfeited or cash-settled may again be subject of an Award granted pursuant to the Plan. To the
extent Shares subject to a full-value Award are not actually issued to the Grantee at the time the Award is exercised or settled,
including where Shares are withheld for payment of federal, state or local income or wage tax withholding, the Shares that are
so withheld shall again be available for grants of Awards under the Plan.


 


(b) No Repricing. Other than pursuant
to Section 13, the Committee shall not without the approval of the Company’s stockholders (a) lower the exercise
price per Share of an Option or SAR after it is granted, (b) cancel an Option or SAR when the exercise price per Share exceeds
the Fair Market Value of one Share in exchange for cash or another Award (other than in connection with a Change in Control), or
(c) take any other action with respect to an Option or SAR that would be treated as a repricing under the rules and regulations
of the principal U.S. national securities exchange on which the Shares are listed. The foregoing limitations on modifications of
SARs and Options shall not be applicable to changes the Committee determines to be necessary in order to achieve compliance with
applicable law, including Internal Revenue Code Section 409A.


 






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12. Change of Control. In the event of a Change
of Control, the Committee may take whatever action with respect to Awards outstanding as it deems necessary or desirable, including,
without limitation, accelerating the expiration or termination date or the date of exercisability in any Award Documents, settling
any Award by means of a cash payment (including a cash payment equal to the amount paid per share of Common Stock in such Change
of Control less, in the case of Options, the Option Price) or removing any restrictions from or imposing any additional restrictions
on any outstanding Awards. Except to the extent otherwise provided in an Award Document, the following provisions shall apply in
the event of a Change of Control:


 


(a) Awards Assumed or Substituted by Surviving
Entity. Awards assumed by an entity that is the surviving or successor entity following a Change of Control (the “Surviving
Entity”) or are otherwise equitably converted or substituted in connection with a Change of Control shall have the same
vesting schedule in effect following the Change of Control. Following the Change in Control, if a Termination of Employment or
Service in Connection with a Change in Control occurs, then all of the Grantee’s outstanding Awards shall become fully exercisable and/or
vested as the case may be as of the date of termination, with payout to such Grantee within 60 days following the date of
termination of employment, provided that the payment date of any Awards that are considered to be deferred compensation shall not
be accelerated.


 


(b) Awards not Assumed or Substituted by Surviving
Entity. Upon the occurrence of a Change of Control, and except with respect to any Awards assumed by the Surviving Entity or
otherwise equitably converted or substituted in connection with the Change of Control in a manner approved by the Committee or
the Board of Directors, all outstanding Awards shall become immediately vested and exercisable, as the case may be, at or immediately
prior to the consummation of the event that constitutes the Change of Control and there shall be a payout of the Award (to the
extent applicable under the terms of the Award) to Grantees within sixty (60) days following the Change of Control.


 


13. Adjustments on Changes in Capitalization. The
aggregate number of Shares and class of Shares as to which Awards may be granted hereunder, the limitation as to grants to individuals
set forth in Section 10(b) hereof, the number of Shares covered by each outstanding Award, and the Option Price for each related
outstanding Option and SAR, shall be appropriately adjusted in the event of a stock dividend, extraordinary cash dividend, stock
split, recapitalization or other change in the number or class of issued and outstanding equity securities of the Company resulting
from a subdivision or consolidation of the Common Stock and/or, if appropriate, other outstanding equity securities or a recapitalization
or other capital adjustment (not including the issuance of Common Stock on the conversion of other securities of the Company that
are convertible into Common Stock) affecting the Common Stock which is effected without receipt of consideration by the Company.
The Committee shall have authority to determine the adjustments to be made under this Section, and any such determination by the
Committee shall be final, binding and conclusive; provided, however, that no adjustment shall
be made that will cause an ISO to lose its status as such without the consent of the Grantee, except for adjustments made pursuant
to Section 12 hereof.


 






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14. Substitute Awards. Notwithstanding anything
in the Plan to the contrary, the Committee may grant Awards under the Plan in substitution for stock and stock-based awards
held by employees of another entity who become employees of the Company or an Affiliate as a result of a merger or consolidation
of the former employing entity with the Company or an Affiliate or the acquisition by the Company or an Affiliate of property or
stock of the former employing corporation. The Committee may direct that the substitute awards be made on such terms and conditions
as the Committee considers appropriate in the circumstances.


 


15. Amendment of the Plan. The Board of Directors
may amend the Plan from time to time in such manner as it may deem advisable; provided that, without obtaining stockholder approval,
the Board of Directors may not: (i) increase the maximum number of Shares as to which Awards may be granted, except for adjustments
pursuant to Section 13; (ii) materially expand the eligible participants; or (iii) otherwise adopt any amendment
constituting a change requiring stockholder approval under applicable laws or applicable listing requirements of the Nasdaq Stock
Market or any other exchange on which the Company’s securities are listed. No amendment to the Plan shall adversely materially
affect any outstanding Award, however, without the consent of the Grantee.


 


16. No Commitment to Retain. The grant of an Award
shall not be construed to imply or to constitute evidence of any agreement, express or implied, on the part of the Company or any
Affiliate to retain the Grantee in the employ of the Company or an Affiliate and/or as a member of the Company’s Board
of Directors or in any other capacity.


 


17. Withholding of Taxes. Whenever the Company proposes
or is required to deliver or transfer Shares in connection with an Award or the exercise of an Option, the Company shall have the
right to (a) require the recipient to remit or otherwise make available to the Company an amount sufficient to satisfy any
federal, state and/or local withholding tax requirements prior to the delivery or transfer of any certificate or certificates
for such Shares or (b) take whatever other action it deems necessary to protect its interests with respect to tax liabilities.
The Company’s obligation to make any delivery or transfer of Shares shall be conditioned on the Grantee’s compliance,
to the Company’s satisfaction, with any withholding requirement. The Grantee may elect to make payment for the withholding
of federal, state and local taxes by one or a combination of the following methods: (i) payment of an amount in cash equal
to the amount to be withheld (including cash obtained through the sale of the Shares acquired on exercise of an Option or SAR,
upon the lapse of restrictions on Restricted Stocker, or upon the transfer of Shares, through a broker-dealer to whom the
Grantee has submitted irrevocable instructions to deliver promptly to the Company, the amount to be withheld); (ii) delivering
part or all of the amount to be withheld in the form of Shares valued at Fair Market Value; (iii) requesting the Company to
withhold from those Shares that would otherwise be received upon exercise of the Option or SAR, upon the lapse of restrictions
on Restricted Stock or Restricted Stock Unit, or upon the transfer of Shares, a number of Shares having a Fair Market Value; or
(iv) withholding from any compensation otherwise due to the Grantee.


 


18. Source of Shares; Fractional Shares. The Common
Stock that may be issued (which term includes Common Stock reissued or otherwise delivered) pursuant to an Award under the Plan
shall be authorized but unissued Stock. No fractional shares of Stock shall be issued under the Plan, and shares issued shall be
rounded down to the nearest whole share, but fractional interests may be accumulated pursuant to the terms of an Award. Notwithstanding
anything in the Plan to the contrary, the Company may satisfy its obligation to issue Shares hereunder by book-entry registration.


 






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19. Deferred Arrangements. The Committee may permit
or require the deferral of any award payment 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 Equivalents, including converting
such credits into deferred Common Stock equivalents. Any such deferrals shall be made in a manner that complies with Code Section 409A.


 


20. Parachute Limitations. Notwithstanding any other
provision of this Plan or of any other agreement, contract, or understanding heretofore or hereafter entered into by a Grantee
with the Company or any Affiliate, except an agreement, contract, or understanding that expressly addresses Section 280G or
Section 4999 of the Code (an “Other Agreement”), and notwithstanding any formal or informal plan or other
arrangement for the direct or indirect provision of compensation to the 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 (a “Benefit Arrangement”), if the Grantee is a “disqualified individual,” as
defined in Section 280G(c) of the Code, any Option, Restricted Stock, Restricted Stock Unit, Stock Appreciation Right or Dividend
Equivalent Right held by that Grantee and any right to receive any payment or other benefit under this Plan shall not become exercisable
or vested 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 this Plan, all Other Agreements, and all Benefit Arrangements, would cause any payment
or benefit to the Grantee under this Plan to be subject to excise tax under Code Section 4999; provided, however, that the
foregoing limitation on Options or Awards under the Plan shall only be applicable to the extent that the imposition of such limitation
is, on a net after tax basis, beneficial to the Grantee. The Committee shall have the authority to determine what restrictions and/or
reductions in payments shall be made under this Section 20 in order to avoid the detrimental tax consequences of Code Section 4999,
and may use such authority to cause a reduction to payments or benefits that would be made by reason of contracts, agreements or
arrangements that are outside the scope of the Plan, to the extent such a reduction would result in a greater, net after-tax benefit
to the Grantee.


 


21. Section 409A. The Committee intends to
comply with Section 409A of the Code (“Section 409A”) with regard to any Awards hereunder that constitute
nonqualified deferred compensation within the meaning of Section 409A, and otherwise to provide Awards that are exempt from
Section 409A. If a Grant is subject to Section 409A of the Code, (i) distributions shall only be made in a manner
and upon an event permitted under Section 409A of the Code, (ii) payments to be made upon a termination of employment
or service shall only be made upon a “separation from service” under section 409A of the Code, (iii) unless the
Grant specifies otherwise, each installment payment shall be treated as a separate payment for purposes of Section 409A of
the Code, and (iv) in no event shall a Grantee, directly or indirectly, designate the calendar year in which a distribution
is made except in accordance with Section 409A of the Code. Any Grant that is subject to Section 409A of the Code and
that is to be distributed to a Key Employee (as defined below) upon separation from service shall be administered so that any distribution
with respect to such Grant shall be postponed for six months following the date of the Grantee’s separation from service
(unless an earlier death), if required by Section 409A. The determination of Key Employees, including the number and identity
of persons considered Key Employees and the identification date, shall be made by the Committee or its delegate each year in accordance
with section 416(i) of the Code and the “specified employee” requirements of Section 409A of the Code. Notwithstanding
anything in the Plan or any Award Agreement to the contrary, each Grantee shall be solely responsible for the tax consequences
of Grants under the Plan, and in no event shall the Company or any Affiliate of the Company have any responsibility or liability
to the Grantee or any other person if a Grant does not meet any applicable requirements of Section 409A of the Code. Although
the Company intends to administer the Plan to prevent taxation under Section 409A of the Code, the Company does not represent
or warrant that the Plan or any Grant complies with any provision of federal, state, local or other tax law.


 






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22. Unfunded Status of Plan. The Plan shall be unfunded.
Neither the Company, nor the Board of Directors nor the Committee shall be required to segregate any assets that may at any time
be represented by Awards made pursuant to the Plan. Neither the Company, nor the Board of Directors, nor the Committee shall be
deemed to be a trustee of any amounts to be paid or securities to be issued under the Plan.


 


23. Compensation Recovery.


 


(a) In the event the Company is required to provide
an accounting restatement for any of the prior three fiscal years of the Company for which audited financial statements have been
completed as a result of material noncompliance with financial reporting requirements under federal securities laws (a “Restatement”),
the amount of any Excess Compensation (as defined below) realized by an any Executive Officer (as defined below) shall be subject
to recovery by the Company.


 


(b) For purposes of this Section 23:


 


(i) An “Executive Officer” shall
mean any officer of the Company who holds an office of executive vice president or above; and


 


(ii) “Excess Compensation” shall
mean the excess of (i) the actual amount of cash-based or equity-based incentive compensation received by an Executive
Officer over (ii) the compensation that would have been received based on the restated financial results during the three-year period
preceding the date on which the Company is required to prepare such restatement.


 


(c) Recovery of Excess Compensation under this Section 23
shall not preclude the Company from seeking relief under any other agreement, policy or law. The Company’s recoupment rights
under this Section 23 shall be in addition to, and not in lieu of, actions that the Company may take to remedy or discipline
any act of misconduct by an Executive Officer including, but not limited to, termination of employment or initiation of appropriate
legal action.


 


(d) The recovery of compensation under this Section 23
is separate from and in addition to the compensation recovery requirements of Section 304 of the Sarbanes-Oxley Act of
2002 that are applicable to the Company’s Chief Executive Officer and Chief Financial Officer, and the Committee shall reduce
the recoupment under this Section 23 by any amounts paid to the Company by the Chief Executive Officer and Chief Financial
Officer pursuant to such section.


 






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24. Permitted Transfers. Notwithstanding anything
contained herein to the contrary, Awards (other than ISOs and corresponding Awards), may be transferred, without consideration,
to a Permitted Transferee. For this purpose, a “Permitted Transferee” in respect of a Grantee means any member of the
Immediate Family of such Grantee, any trust of which all of the primary beneficiaries are such Grantee or members of his or her
Immediate Family, or any partnership (including limited liability companies and similar entities) of which all of the partners
or members are such Grantee or members of his or her Immediate Family; and the “Immediate Family” of a Grantee means
the Grantee’s spouse, any person sharing the Grantee’s household (other than a tenant or employee), children, stepchildren,
grandchildren, parents, stepparents, siblings, grandparents, nieces and nephews. Such Award may be exercised by such Permitted
Transferee in accordance with the terms of the Award Document. If so determined by the Committee, a Grantee may, in the manner
established by the Committee, designate a beneficiary or beneficiaries to exercise the rights of the Grantee, and to receive any
distribution with respect to any Award upon the death of the Grantee. A transferee, beneficiary, guardian, legal representative
or other person claiming any rights under the Plan from or through any Grantee shall be subject to and consistent with the provisions
of the Plan and any applicable Award Document, except to the extent the Plan and Award Document otherwise provide with respect
to such persons, and to any additional restrictions or limitations deemed necessary or appropriate by the Committee.


 


25. Subplans. The Board may from time to time establish
one or more sub-plans under the Plan for purposes of satisfying applicable blue sky, securities or tax laws of various jurisdictions.
The Board shall establish such sub-plans by adopting supplements to the Plan setting forth (i) such limitations on the
Committee’s discretion under the Plan as the Board deems necessary or desirable and (ii) such additional terms and conditions
not otherwise inconsistent with the Plan as the Board shall deem necessary or desirable. All supplements adopted by the Board shall
be deemed to be part of the Plan, but each supplement shall apply only to Grantees within the affected jurisdiction and the Company
shall not be required to provide copies of any supplement to Grantees in any jurisdiction that is not affected.


 


26. No Obligation to Notify or Minimize Taxes. The
Company shall have no duty or obligation to any Grantee to advise such Grantee as to the time or manner of exercising any Award.
Furthermore, the Company shall have no duty or obligation to warn or otherwise advise such Grantee of a pending termination or
expiration of an Award or a possible period in which the Award may not be exercised. The Company has no duty or obligation to minimize
the tax consequences of an Award to any person.


 


27. Governing Law. The validity, performance, construction
and effect of this Plan shall, except to the extent preempted by federal law, be governed by the laws of the state of Delaware,
without giving effect to principles of conflicts of law.


 


 


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