Exhibit 10.1


 


NORTHERN
TECHNOLOGIES INTERNATIONAL CORPORATION


AMENDED
AND RESTATED 2019 STOCK INCENTIVE PLAN


 


(As amended on January 15, 2021)


 


1.            Purpose of Plan.


 


The purpose of the Northern
Technologies International Corporation 2019 Stock Incentive Plan (this “Plan”) is to advance the interests of Northern
Technologies International Corporation (the “Company”) and its stockholders by enabling the Company and its Subsidiaries
to attract and retain qualified individuals through opportunities for equity participation in the Company, and to reward those
individuals who contribute to the achievement of the Company’s economic objectives. The original version of this Plan initially
became effective upon its approval by the Company’s stockholders on January 18, 2019 (the “Initial Effective Date”)
and at that time replaced the Northern Technologies International Corporation Amended and Restated 2007 Stock Incentive Plan (the
“Prior Plan”); provided, however, that awards outstanding under the Prior Plan as of the Initial Effective Date remained
outstanding in accordance with their terms. After the Initial Effective Date, no more grants of awards were be made under the Prior
Plan. This Plan has been approved by the Board and shall become effective upon approval by the stockholders of the Company on January
15, 2021 or such later date as this Plan is approved by the Company’s stockholders (the “Effective Date”).


 


2.            Definitions.


 


The following terms
will have the meanings set forth below, unless the context clearly otherwise requires:


 


2.1.            
“Adverse Action” means any action or conduct by a Participant that the Committee, in its sole discretion,
determines to be injurious, detrimental, prejudicial or adverse to the interests of the Company or any Subsidiary, including: (a)
disclosing confidential information of the Company or any Subsidiary to any person not authorized by the Company or Subsidiary
to receive it, (b) engaging, directly or indirectly, in any commercial activity that in the judgment of the Committee competes
with the business of the Company or any Subsidiary or (c) interfering with the relationships of the Company or any Subsidiary and
their respective employees, independent contractors, customers, prospective customers and vendors.


 


2.2.            
“Board” means the Board of Directors of the Company.


 


2.3.            
“Broker Exercise Notice” means a written notice pursuant to which a Participant, upon exercise of an
Option, irrevocably instructs a broker or dealer to sell a sufficient number of shares of Common Stock or loan a sufficient amount
of money to pay all or a portion of the exercise price of the Option and/or any related withholding tax obligations and remit such
sums to the Company and directs the Company to deliver shares of Common Stock to be issued upon such exercise directly to such
broker or dealer or their nominee.


 


2.4.            
“Cause” means (a) “Cause” as defined in any Individual Agreement; or (b) dishonesty, fraud,
misrepresentation, embezzlement or other act of dishonesty with respect to the Company or any Subsidiary, (c) any unlawful or criminal
activity of a serious nature, (d) any intentional and deliberate breach of a duty or duties that, individually or in the aggregate,
are material in relation to the Participant’s overall duties, or (e) any material breach of any employment, service, confidentiality
or non-compete agreement entered into with the Company or any Subsidiary.


 



     

     


    




2.5.            
“Change in Control” means an event described in Section 14.1 of this Plan; provided, however, if distribution
of an Incentive Award subject to Section 409A of the Code is triggered by a Change in Control, the term Change in Control will
mean a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets
of the Company, as defined in Section 409A of the Code and the regulations and rulings issued thereunder.


 


2.6.            
“Code” means the Internal Revenue Code of 1986, as amended (including, when the context requires, all
regulations, interpretations and rulings issued thereunder).


 


2.7.            
“Committee” means the group of individuals administering this Plan, as provided in Section 3 of this
Plan.


 


2.8.            
“Common Stock” means the common stock of the Company, par value $0.02 per share, or the number and kind
of shares of stock or other securities into which such Common Stock may be changed in accordance with Section 4.3 of this Plan.


 


2.9.            
“Disability” means, with respect to a Participant who is a party to an Individual Agreement, which agreement
contains a definition of “disability” or “permanent disability” (or words of like import) for purposes
of termination of employment thereunder by the Company, “disability” or “permanent disability” as defined
in the most recent of such agreements; or in all other cases, means the disability of the Participant such as would entitle the
Participant to receive disability income benefits pursuant to the long-term disability plan of the Company or Subsidiary then covering
the Participant or, if no such plan exists or is applicable to the Participant, the permanent and total disability of the Participant
within the meaning of Section 22(e)(3) of the Code; provided, however, if distribution of an Incentive Award subject to Section
409A of the Code is triggered by an Eligible Recipient’s Disability, such term will mean that the Eligible Recipient is disabled
as defined by Section 409A of the Code and the regulations and rulings issued thereunder.


 


2.10.         
“Dividend Equivalents” means a credit, made at the discretion of the Committee, to the account of a Participant
in an amount equal to the cash dividends paid on one share of Common Stock for each share of Common Stock represented by an Incentive
Award held by such Participant, subject to Section 11 of this Plan and any other provision of this Plan and which Dividend Equivalents
may be subject to the same conditions and restrictions as the Incentive Awards to which they attach and may be settled in the form
of cash, shares of Common Stock, or in any combination of both.


 


2.11.         
“Effective Date” means January 15, 2021 or such later date as this Plan is approved by the Company’s
stockholders.


 


2.12.         
“Eligible Recipients” means (a) for the purposes of granting Incentive Stock Options, all employees (including,
without limitation, officers and directors who are also employees) of the Company or any Subsidiary and (b) for the purposes of
granting Non-Statutory Stock Options and other Incentive Awards, all employees (including, without limitation, officers and directors
who are also employees) of the Company or any Subsidiary and any non-employee directors, consultants, advisors and independent
contractors of the Company or any Subsidiary; provided, however, that an Eligible Recipient shall not include any person engaged
to provide consulting or advisory services (other than as an employee or a director) to the Company or any Subsidiary that are
in connection with the offer and sale of the Company’s securities in a capital raising transaction or directly or indirectly
promote or maintain a market for the Company’s securities.


 


2.13.         
“Exchange Act” means the Securities Exchange Act of 1934, as amended.


 



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2.14.         
“Fair Market Value” means, with respect to the Common Stock, as of any date: (a) the mean between the
reported high and low sale prices of the Common Stock as of such date during the regular daily trading session, as reported on
the Nasdaq Global Select Market, Nasdaq Global Market, Nasdaq Stock Market, the New York Stock Exchange, NYSE American or any other
national securities exchange on which the Common Stock is then listed or quoted (or, if no shares were traded or quoted on such
date, as of the next preceding date on which there was such a trade or quote); or (b) if the Common Stock is not so listed, admitted
to unlisted trading privileges, or reported on any national securities exchange, the mean between the reported high and low sale
prices as of such date during the regular daily trading session, as reported by the OTC Bulletin Board, OTC Markets or other comparable
quotation service (or, if no shares were traded or quoted on such date, as of the next preceding date on which there was such a
trade or quote); or (c) if the Common Stock is not so listed or reported, such price as the Committee determines in good faith,
and consistent with the definition of “fair market value” under Section 409A of the Code. If determined by the Committee,
such determination will be final, conclusive and binding for all purposes and on all persons, including the Company, the stockholders
of the Company, the Participants and their respective successors-in-interest. No member of the Committee will be liable for any
determination regarding the fair market value of the Common Stock that is made in good faith.


 


2.15.         
“Incentive Award” means an Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock
Unit, Performance Award or Other Stock-Based Award granted to an Eligible Recipient pursuant to this Plan.


 


2.16.         
“Incentive Award Agreement” means either: (a) a written or electronic agreement entered into by the Company
and a Participant setting forth the terms and provisions applicable to an Incentive Award granted under this Plan, including any
amendment or modification thereof, or (b) a written or electronic statement issued by the Company to a Participant describing the
terms and provisions of an Incentive Award, including any amendment or modification thereof.


 


2.17.         
“Incentive Stock Option” means a right to purchase shares of Common Stock granted to an Eligible Recipient
pursuant to Section 6 of this Plan that qualifies as an “incentive stock option” within the meaning of Section 422
of the Code.


 


2.18.         
“Individual Agreement” means any employment, consulting, severance or similar agreement between the Participant
and the Company or one of its Subsidiaries.


 


2.19.         
“Initial Effective Date” means January 18, 2019.


 


2.20.         
 “Non-Employee Director” means a member of the Board who is not an employee of the Company or any of
its subsidiaries.


 


2.21.         
“Non-Statutory Stock Option” means a right to purchase shares of Common Stock granted to an Eligible
Recipient pursuant to Section 6 of this Plan that does not qualify as an Incentive Stock Option.


 


2.22.         
“Option” means an Incentive Stock Option or a Non-Statutory Stock Option.


 


2.23.         
“Other Stock-Based Award” means an award of shares of Common Stock granted to an Eligible Recipient pursuant
to Section 10 of this Plan.


 



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2.24.         
“Participant” means an Eligible Recipient who receives one or more Incentive Awards under this Plan.


 


2.25.         
“Performance Award” means a right granted to an Eligible Recipient pursuant to Section 9 of this Plan
to receive an amount of cash, a number of shares of Common Stock, or a combination of both, contingent upon and the value of which
at the time it is payable is determined as a function of the extent of the achievement of one or more Performance Criteria during
a specified performance period or the achievement of other objectives during a specified period.


 


2.26.         
 “Performance Criteria” means the performance criteria that may be used by the Committee in granting
Incentive Awards contingent upon achievement of performance goals, including, without limitation, net sales; operating income;
income before income taxes; income before interest, taxes, depreciation and amortization; income before income taxes; income before
interest, taxes, depreciation and amortization and other non-cash items; net income; net income per share (basic or diluted); profitability
as measured by return ratios (including return on assets, return on equity, return on capital, return on investment and return
on sales); cash flows; market share; cost of sales; sales, general and administrative expense, cost reduction goals; margins (including
one or more of gross, operating and net income margins); stock price; total return to stockholders; economic value added; working
capital and strategic plan development and implementation. The Committee may select one criterion or multiple criteria for measuring
performance, and the measurement may be based upon Company, Subsidiary or business unit performance, either absolute or by relative
comparison to prior periods or other companies or any other external measure of the selected criteria.


 


2.27.         
“Previously Acquired Shares” means shares of Common Stock that are already owned by the Participant or,
with respect to any Incentive Award, that are to be issued to the Participant upon the grant, exercise or vesting of such Incentive
Award.


 


2.28.         
“Prior Plan” means the Northern Technologies International Corporation Amended and Restated 2007 Stock
Incentive Plan.


 


2.29.         
“Restricted Stock Award” means an award of shares of Common Stock granted to an Eligible Recipient pursuant
to Section 8 of this Plan that are subject to restrictions on transferability and a risk of forfeiture imposed by the provisions
of such Section 8.


 


2.30.         
“Restricted Stock Unit” means an award denominated in shares of Common Stock granted to an Eligible Recipient
pursuant to Section 8 of this Plan.


 


2.31.         
“Retirement” means termination of employment or service pursuant to and in accordance with the regular
(or, if approved by the Board for purposes of this Plan, early) retirement/pension plan or practice of the Company or Subsidiary
then covering the Participant, provided that if the Participant is not covered by any such plan or practice, the Participant will
be deemed to be covered by the Company plan or practice for purposes of this determination/termination of employment or if the
Company does not have any such retirement/pension plan or practice, service at age 55 or older and completion of at least 10 years
of continuous service.


 


2.32.         
“Securities Act” means the Securities Act of 1933, as amended.


 


2.33.         
“Separation from Service” has the meaning set forth in Section 12.4(c) of this Plan.


 



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2.34.         
“Stock Appreciation Right” means a right granted to an Eligible Recipient pursuant to Section 7 of this
Plan to receive a payment from the Company, in the form of shares of Common Stock, cash or a combination of both, equal to the
difference between the Fair Market Value of one or more shares of Common Stock and a specified exercise price of such shares.


 


2.35.         
“Subsidiary” means any entity that is directly or indirectly controlled by the Company or any entity
in which the Company has a significant equity interest, as determined by the Committee provided the Company has a “controlling
interest” in the Subsidiary as defined in Treas. Reg. Sec. 1.409A-1(b)(5)(iii)(E)(1).


 


2.36.         
“Tax Date” means the date any withholding tax obligation arises under the Code for a Participant with
respect to an Incentive Award.


 


2.37.         
 Tax Laws” has the meaning set forth in Section 21.9 of this Plan.


 


3.            Plan Administration.


 


3.1.            
The Committee. This Plan will be administered by the Board or by a committee of the Board. So long as the Company
has a class of its equity securities registered under Section 12 of the Exchange Act, any committee administering this Plan will
consist solely of two or more members of the Board who are “non-employee directors” within the meaning of Rule 16b-3
under the Exchange Act and who are “independent directors” under the Listing Rules of the Nasdaq Stock Market (or other
applicable market or exchange on which the Company’s Common Stock may be quoted or traded). Such a committee, if established,
will act by majority approval of the members (but may also take action by the written consent of all of the members of such committee),
and a majority of the members of such a committee will constitute a quorum. As used in this Plan, “Committee” will
refer to the Board or to such a committee, if established. To the extent consistent with applicable corporate law of the Company’s
jurisdiction of incorporation, the Committee may delegate to any officers of the Company the duties, power and authority of the
Committee under this Plan pursuant to such conditions or limitations as the Committee may establish; provided, however, that only
the Committee may exercise such duties, power and authority with respect to Eligible Recipients who are subject to Section 16 of
the Exchange Act. The Committee may exercise its duties, power and authority under this Plan in its sole and absolute discretion
without the consent of any Participant or other party, unless this Plan specifically provides otherwise. Each determination, interpretation
or other action made or taken by the Committee pursuant to the provisions of this Plan will be final, conclusive and binding for
all purposes and on all persons, and no member of the Committee will be liable for any action or determination made in good faith
with respect to this Plan or any Incentive Award granted under this Plan.


 


3.2.            
Authority of the Committee.


 


(a)               
In accordance with and subject to the provisions of this Plan, the Committee will have full and exclusive discretionary
power and authority to take such actions as it deems necessary and advisable with respect to the administration of this Plan, including
the following:


 


(i)                
To designate the Eligible Recipients to be selected as Participants;


 


(ii)             
To determine the nature and extent of the Incentive Awards to be made to each Participant (including the number of
shares of Common Stock to be subject to each Incentive Award, any exercise price, the manner in which Incentive Awards will vest
or become exercisable and whether Incentive Awards will be granted in tandem with other Incentive Awards) and the form of an Incentive
Award Agreement;


 



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(iii)           
To determine the time or times when Incentive Awards will be granted;


 


(iv)            
To determine the duration of each Incentive Award;


 


(v)              
To determine the terms, restrictions and other conditions to which the payment or vesting of Incentive Awards may
be subject;


 


(vi)            
To pay the economic value of any Incentive Award in the form of cash, Common Stock or any combination of both;


 


(vii)         
To construe and interpret this Plan and Incentive Awards granted under it, and to establish, amend and revoke rules
and regulations for its administration and in so doing, to correct any defect, omission, or inconsistency in this Plan or in an
Incentive Award Agreement, in a manner and to the extent it will deem necessary or expedient to make this Plan fully effective;


 


(viii)       
To determine Fair Market Value in accordance with Section 2.14 of this Plan;


 


(ix)            
To amend this Plan or any Incentive Award Agreement, as provided in this Plan;


 


(x)              
To adopt subplans or special provisions applicable to Incentive Awards regulated by the laws of a jurisdiction other
than, and outside of, the United States, which except as otherwise provided in this Plan, such subplans or special provisions may
take precedence over other provisions of this Plan;


 


(xi)            
To authorize any person to execute on behalf of the Company any Incentive Award Agreement or any other instrument
required to effect the grant of an Incentive Award previously granted by the Committee;


 


(xii)         
To determine whether Incentive Awards will be settled in shares of Common Stock, cash or in any combination thereof;


 


(xiii)       
To determine whether Incentive Awards will be adjusted for Dividend Equivalents; and


 


(xiv)        
To impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of
any resales by a Participant or other subsequent transfers by the Participant of any shares of Common Stock, including restrictions
under an insider trading policy, stock ownership guidelines, restrictions as to the use of a specified brokerage firm for such
resales or other transfers and other restrictions designed to increase equity ownership by Participants or otherwise align the
interests of Participants with the Company’s stockholders.






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(b)               
Subject to Section 3.2(d) of this Plan, the Committee will have the authority under this Plan to amend or modify the terms
of any outstanding Incentive Award in any manner, including, without limitation, the authority to modify the number of shares of
Common Stock or other terms and conditions of an Incentive Award, extend the term of an Incentive Award, accelerate the exercisability
or vesting or otherwise terminate any restrictions relating to an Incentive Award, accept the surrender of any outstanding Incentive
Award or, to the extent not previously exercised or vested, authorize the grant of new Incentive Awards in substitution for surrendered
Incentive Awards; provided, however that the amended or modified terms are permitted by this Plan as then in effect and that any
Participant adversely affected by such amended or modified terms has consented to such amendment or modification.


 


(c)               
In the event of (i) any reorganization, merger, consolidation, recapitalization, liquidation, reclassification, stock dividend,
stock split, combination of shares, rights offering, extraordinary dividend or divestiture (including a spin-off) or any other
similar change in corporate structure or shares; (ii) any purchase, acquisition, sale, disposition or write-down of a significant
amount of assets or a significant business; (iii) any change in accounting principles or practices, tax laws or other such laws
or provisions affecting reported results; (iv) any uninsured catastrophic losses or extraordinary non-recurring items as described
in management’s discussion and analysis of financial performance appearing in the Company’s annual report to stockholders
for the applicable year; or (v) any other similar change, in each case with respect to the Company or any other entity whose performance
is relevant to the grant or vesting of an Incentive Award, the Committee (or, if the Company is not the surviving corporation in
any such transaction, the board of directors of the surviving corporation) may, without the consent of any affected Participant,
amend or modify the vesting criteria (including Performance Criteria) of any outstanding Incentive Award that is based in whole
or in part on the financial performance of the Company (or any Subsidiary or division or other subunit thereof) or such other entity
so as equitably to reflect such event, with the desired result that the criteria for evaluating such financial performance of the
Company or such other entity will be substantially the same (in the sole discretion of the Committee or the board of directors
of the surviving corporation) following such event as prior to such event; provided, however, that the amended or modified terms
are permitted by this Plan as then in effect.


 


(d)               
Notwithstanding any other provision of this Plan other than Section 4.3, the Committee may not, without prior approval of
the Company’s stockholders, seek to effect any re-pricing of any previously granted, “underwater” Option or Stock
Appreciation Right by: (i) amending or modifying the terms of the Option or Stock Appreciation Right to lower the exercise price;
(ii) canceling the underwater Option or Stock Appreciation Right in exchange for (A) cash; (B) replacement Options or Stock Appreciation
Rights having a lower exercise price; or (C) other Incentive Awards; or (iii) repurchasing the underwater Options or Stock Appreciation
Rights and granting new Incentive Awards under this Plan. For purposes of this Section 3.2(d), an Option or Stock Appreciation
Right will be deemed to be “underwater” at any time when the Fair Market Value of the Common Stock is less than the
exercise price of the Option or Stock Appreciation Right.


 


(e)               
In addition to the authority of the Committee under Section 3.2(a) of this Plan and notwithstanding any other provision
of this Plan, the Committee may, in its sole discretion, amend the terms of this Plan or Incentive Awards with respect to Participants
resident outside of the United States or employed by a non-U.S. Subsidiary in order to comply with local legal requirements, to
otherwise protect the Company’s or Subsidiary’s interests, or to meet objectives of this Plan, and may, where appropriate,
establish one or more sub-plans (including the adoption of any required rules and regulations) for the purposes of qualifying for
preferred tax treatment under foreign tax laws. The Committee shall have no authority, however, to take action pursuant to this
Section 3.2(e) of this Plan: (i) to reserve shares of Common Stock or grant Incentive Awards in excess of the limitations provided
in Section 4.1 of this Plan; (ii) to effect any re-pricing in violation of Section 3.2(d) of this Plan; (iii) to grant Options
or Stock Appreciation Rights having an exercise price less than 100% of the Fair Market Value of one share of Common Stock on the
date of grant in violation of Section 6.2 or 7.2 of this Plan, as the case may be; or (iv) for which stockholder approval would
then be required pursuant to Section 422 of the Code or the Listing Rules of the Nasdaq Stock Market (or other applicable market
or exchange on which the Company’s Common Stock may be quoted or traded).


 



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4.            Shares
Available for Issuance.


 


4.1.            
Maximum Number of Shares Available; Incentive Award and Non-Employee Director Compensation Limitations. Subject to
adjustment as provided in Section 4.3 of this Plan, the maximum number of shares of Common Stock that will be available for issuance
under this Plan will be the sum of:


 


(a)               
1,600,000;


 


(b)               
the number of shares of Common Stock subject to Incentive Awards outstanding under the Prior Plan as of the Initial Effective
Date but only to the extent that such outstanding Incentive Awards are forfeited, expire or otherwise terminate without the issuance
of such shares of Common Stock;


 


(c)               
the number of shares issued or Incentive Awards granted under this Plan in connection with the settlement, assumption or
substitution of outstanding awards or obligations to grant future awards as a condition of the Company and/or any Subsidiary(ies)
acquiring, merging or consolidating with another entity; and


 


(d)               
the number of shares that are unallocated and available for grant under a stock plan assumed by the Company or any Subsidiary(ies)
in connection with the merger, consolidation, or acquisition of another entity by the Company and/or any of its Subsidiaries, based
on the applicable exchange ratio and other transaction terms, but only to the extent that such shares may be utilized by the Company
or its Subsidiaries following the transaction pursuant to the Listing Rules of the Nasdaq Stock Market (or other applicable market
or exchange on which the Company’s Common Stock may be quoted or traded).


 


Notwithstanding any other provisions of this
Plan to the contrary, (i) no more than 1,600,000 shares of Common Stock may be issued pursuant to the exercise of Incentive Stock
Options granted under this Plan; (ii) no more than 800,000 shares of Common Stock may be issued or issuable under this Plan in
connection with the grant of Incentive Awards, other than Options or Stock Appreciation Rights; and (iii) the sum of any cash compensation,
or other compensation, and the value (determined as of the grant date in accordance with Financial Accounting Standards Board Accounting
Standards Codification Topic 718, or any successor thereto) of Incentive Awards granted to a Non-Employee Director as compensation
for services as a Non-Employee Director during any fiscal year of the Company may not exceed $200,000 (increased to $250,000 with
respect to any Non-Employee Director serving as Chairman of the Board or Lead Independent Director or in the fiscal year of a Non-Employee
Director's initial service as a Non-Employee Director) (with any compensation that is deferred counting towards this limit for
the year in which the compensation is first earned, and not a later year of settlement). All of the foregoing share limits are
subject, in each case, to adjustment as provided in Section 4.3 of this Plan. The limit in clause (ii) will not apply, however,
to the extent Incentive Awards are granted as a result of the Company’s assumption or substitution of like awards issued
by any acquired, merged or consolidated entity pursuant to the applicable transaction terms, nor will any Incentive Stock Options
issued in any such assumption or substitution pursuant to applicable provisions of the Code count towards the limit in clause (i).


 



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4.2.            
Accounting for Incentive Awards. Shares of Common Stock that are issued under this Plan or that are subject to outstanding
Incentive Awards will be applied to reduce the maximum number of shares of Common Stock remaining available for issuance under
this Plan only to the extent they are used; provided, however, that; (a) any shares which would have been issued upon any exercise
of an Option but for the fact that the exercise price was paid by a “net exercise” pursuant to Section 6.4(b) of this
Plan or the tender or attestation as to ownership of Previously Acquired Shares pursuant to Section 6.4(a) of this Plan will not
again become available for issuance under this Plan; and (b) the full number of shares of Common Stock subject to a Stock Appreciation
Right granted that are settled by the issuance of shares of Common Stock will be counted against the shares authorized for issuance
under this Plan, regardless of the number of shares actually issued upon settlement of such Stock Appreciation Right, and will
not again become available for issuance under this Plan. Furthermore, any shares of Common Stock withheld to satisfy tax withholding
obligations on Incentive Awards issued under this Plan, any shares of Common Stock withheld to pay the exercise price of Incentive
Awards under this Plan and any shares of Common Stock not issued or delivered as a result of the “net exercise” of
an outstanding Option pursuant to Section 6.4 or settlement of a Stock Appreciation Right in shares of Common Stock pursuant to
Section 7.1 will be counted against the shares of Common Stock authorized for issuance under this Plan and will not be available
again for grant under this Plan. Any shares of Common Stock repurchased by the Company on the open market using the proceeds from
the exercise of an Incentive Award will not increase the number of shares of Common Stock available for future grant of Incentive
Awards. Any shares of Common Stock related to Incentive Awards granted under this Plan or under the Prior Plan that terminate by
expiration, forfeiture, cancellation or otherwise without the issuance of the shares of Common Stock, or are settled in cash in
lieu of shares of Common Stock, or are exchanged with the Committee’s permission, prior to the issuance of shares of Common
Stock, for Incentive Awards not involving shares of Common Stock, will be available again for grant under this Plan and correspondingly
increase the total number of shares of Common Stock available for issuance under this Plan under Section 4.1.


 


4.3.            
Adjustments to Shares and Incentive Awards. In the event of any reorganization, merger, consolidation, recapitalization,
liquidation, reclassification, stock dividend, stock split, combination of shares, rights offering, divestiture or extraordinary
dividend (including a spin-off) or any other similar change in the corporate structure or shares of the Company, the Committee
(or, if the Company is not the surviving corporation in any such transaction, the board of directors of the surviving corporation)
will make appropriate adjustment (which determination will be conclusive) as to the number and kind of securities or other property
(including cash) available for issuance or payment under this Plan and, in order to prevent dilution or enlargement of the rights
of Participants, (a) the number and kind of securities or other property (including cash) subject to outstanding Incentive Awards,
and (b) the exercise price of outstanding Options and Stock Appreciation Rights.


 


5.            Participation.


 


Participants in this Plan
will be those Eligible Recipients who, in the judgment of the Committee, have contributed, are contributing or are expected to
contribute to the achievement of economic objectives of the Company or its Subsidiaries. Eligible Recipients may be granted from
time to time one or more Incentive Awards, singly or in combination or in tandem with other Incentive Awards, as may be determined
by the Committee in its sole discretion. Incentive Awards will be deemed to be granted as of the date specified in the grant resolution
of the Committee, which date will be the date of any related agreement with the Participant.


 



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6.            Options.


 


6.1.            
Grant. An Eligible Recipient may be granted one or more Options under this Plan, and such Options will be subject
to such terms and conditions, consistent with the other provisions of this Plan, as may be determined by the Committee in its sole
discretion. The Committee may designate whether an Option is to be considered an Incentive Stock Option or a Non-Statutory Stock
Option. To the extent that any Incentive Stock Option (or portion thereof) granted under this Plan ceases for any reason to qualify
as an “incentive stock option” for purposes of Section 422 of the Code, such Incentive Stock Option (or portion thereof)
will continue to be outstanding for purposes of this Plan but will thereafter be deemed to be a Non-Statutory Stock Option. Options
may be granted to an Eligible Recipient for services provided to a Subsidiary only if, with respect to such Eligible Recipient,
the underlying shares of Common Stock constitute “service recipient stock” within the meaning of Treas. Reg. Section
1.409A-1(b)(5)(iii).


 


6.2.            
Exercise Price. The per share price to be paid by a Participant upon exercise of an Option will be determined by
the Committee in its discretion at the time of the Option grant, provided that such price will not be less than 100% of the Fair
Market Value of one share of Common Stock on the date of grant (or 110% of the Fair Market Value of one share of Common Stock on
the date of grant of an Incentive Stock Option if, at the time the Incentive Stock Option is granted, the Participant owns, directly
or indirectly, more than 10% of the total combined voting power of all classes of stock of the Company or any parent or subsidiary
corporation of the Company). Notwithstanding the foregoing, to the extent that Options are granted under this Plan as a result
of the Company’s assumption or substitution of options issued by any acquired, merged or consolidated entity, the exercise
price for such Options shall be the price determined by the Committee pursuant to the conversion terms applicable to the transaction.


 


6.3.            
Exercisability and Duration. An Option will become exercisable at such times and in such installments and upon such
terms and conditions as may be determined by the Committee in its sole discretion at the time of grant (including without limitation
(a) the achievement of one or more of the Performance Criteria; and/or that (b) the Participant remain in the continuous employ
or service of the Company or a Subsidiary for a certain period); provided, however, that no Option may be exercisable after 10
years from its date of grant (five years from its date of grant in the case of an Incentive Stock Option if, at the time the Incentive
Stock Option is granted, the Participant owns, directly or indirectly, more than 10% of the total combined voting power of all
classes of stock of the Company or any parent or subsidiary corporation of the Company). Notwithstanding the foregoing, if the
exercise of an Option that is exercisable in accordance with its terms is prevented by the provisions of Section 16 of this Plan,
the Option will remain exercisable until thirty (30) days after the date such exercise first would no longer be prevented by such
provisions, but in any event no later than the expiration date of such Option.


 


6.4.            
Payment of Exercise Price.


 


(a)               
The total purchase price of the shares to be purchased upon exercise of an Option will be paid entirely in cash (including
check, bank draft or money order); provided, however, that the Committee, in its sole discretion and upon terms and conditions
established by the Committee, may allow such payments to be made, in whole or in part, by (i) tender of a Broker Exercise Notice;
(ii) by tender, or attestation as to ownership, of Previously Acquired Shares that are acceptable to the Committee; (iii) by a
“net exercise” of the Option (as further described in paragraph (b), below); or (iv) by a combination of such methods.
Notwithstanding any other provision of this Plan to the contrary, no Participant who is a director or an “executive officer”
of the Company within the meaning of Section 13(k) of the Exchange Act will be permitted to make payment with respect to any Incentive
Awards granted under this Plan, or continue any extension of credit with respect to such payment with a loan from the Company or
a loan arranged by the Company in violation of Section 13(k) of the Exchange Act.


 



    	 	10	 



     


    




(b)               
In the case of a “net exercise” of an Option, the Company will not require a payment of the exercise price of
the Option from the Participant but will reduce the number of shares of Common Stock issued upon the exercise by the largest number
of whole shares that has a Fair Market Value on the exercise date that does not exceed the aggregate exercise price for the shares
exercised under this method. Shares of Common Stock will no longer be outstanding under an Option (and will therefore not thereafter
be exercisable) following the exercise of such Option to the extent of (i) shares used to pay the exercise price of an Option under
the “net exercise,” (ii) shares actually delivered to the Participant as a result of such exercise and (iii) any
shares withheld for purposes of tax withholding pursuant to Section 13.1 of this Plan.


 


(c)               
Previously Acquired Shares tendered or covered by an attestation as payment of an Option exercise price will be valued at
their Fair Market Value on the exercise date.


 


6.5.            
Manner of Exercise. An Option may be exercised by a Participant in whole or in part from time to time, subject to
the conditions contained in this Plan and in the Incentive Award Agreement relating to such Option, by delivery in person, by facsimile
or electronic transmission or through the mail of written notice of exercise to the Company at its principal executive office in
Circle Pines, Minnesota and by paying in full the total exercise price for the shares of Common Stock to be purchased in accordance
with Section 6.4 of this Plan.


 


6.6.            
Early Exercise. An Option may, but need not, include a provision whereby the Participant may elect at any time before
the Participant’s employment or service terminates to exercise the Option as to any part or all of the shares subject to
the Option prior to the full vesting of the Option. Any unvested shares so purchased shall be subject to a repurchase option in
favor of the Company and to any other restriction the Committee determines to be appropriate.


 


7.            Stock
Appreciation Rights.


 


7.1.            
Grant. An Eligible Recipient may be granted one or more Stock Appreciation Rights under this Plan, and such Stock
Appreciation Rights will be subject to such terms and conditions, consistent with the other provisions of this Plan, as may be
determined by the Committee in its sole discretion. The Committee will have the sole discretion to determine the form in which
payment of the economic value of Stock Appreciation Rights will be made to a Participant (i.e., cash, shares of Common Stock or
any combination thereof) or to consent to or disapprove the election by a Participant of the form of such payment. Stock Appreciation
Rights may be granted to an Eligible Recipient for services provided to a Subsidiary only if, with respect to such Eligible Recipient,
the underlying shares of Common Stock constitute “service recipient stock” within the meaning of Treas. Reg. Section
1.409A-1(b)(5)(iii).


 


7.2.            
Exercise Price. The exercise price of a Stock Appreciation Right will be determined by the Committee, in its discretion,
at the date of grant but may not be less than 100% of the Fair Market Value of one share of Common Stock on the date of grant,
except as provided in Section 7.4 of this Plan. Notwithstanding the foregoing, to the extent that Stock Appreciation Rights are
granted under this Plan as a result of the Company’s assumption or substitution of stock appreciation rights issued by any
acquired, merged or consolidated entity, the exercise price for such Stock Appreciation Rights shall be the price determined by
the Committee pursuant to the conversion terms applicable to the transaction.


 



    	 	11	 



     


    




7.3.            
Exercisability and Duration. A Stock Appreciation Right will become exercisable at such time and in such installments
as may be determined by the Committee in its sole discretion at the time of grant; provided, however, that no Stock Appreciation
Right may be exercisable after 10 years from its date of grant. A Stock Appreciation Right will be exercised by giving notice in
the same manner as for Options, as set forth in Section 6.5 of this Plan. Notwithstanding the foregoing, if the exercise of a Stock
Appreciation Right that is exercisable in accordance with its terms is prevented by the provisions of Section 16 of this Plan,
the Stock Appreciation Right will remain exercisable until thirty (30) days after the date such exercise first would no longer
be prevented by such provisions, but in any event no later than the expiration date of such Stock Appreciation Right.


 


7.4.            
Grants in Tandem with Options. Stock Appreciation Rights may be granted alone or in addition to other Incentive Awards,
or in tandem with an Option, either at the time of grant of the Option or at any time thereafter during the term of the Option.
A Stock Appreciation Right granted in tandem with an Option shall cover the same number of shares of Common Stock as covered by
the Option (or such lesser number as the Committee may determine), shall be exercisable at such time or times and only to the extent
that the related Option is exercisable, have the same term as the Option and shall have an exercise price equal to the exercise
price for the Option. Upon the exercise of a Stock Appreciation Right granted in tandem with an Option, the Option shall be canceled
automatically to the extent of the number of shares covered by such exercise; conversely, upon exercise of an Option having a related
Stock Appreciation Right, the Stock Appreciation Right shall be canceled automatically to the extent of the number of shares covered
by the Option exercise.


 


8.           Restricted
Stock Awards and Restricted Stock Units.


 


8.1.            
Grant. An Eligible Recipient may be granted one or more Restricted Stock Awards or Restricted Stock Units under this
Plan, and such Incentive Awards will be subject to such terms and conditions, consistent with the other provisions of this Plan,
as may be determined by the Committee in its sole discretion. Restricted Stock Units will be similar to Restricted Stock Awards
except that no shares of Common Stock are actually awarded to the Participant on the date of grant of the Restricted Stock Units
and will be denominated in shares of Common Stock but paid in cash, shares of Common Stock or a combination of cash and shares
of Common Stock as the Committee, in its sole discretion, will determine, and as provided in the Incentive Award Agreement. The
Committee may impose such restrictions or conditions, not inconsistent with the provisions of this Plan, to the vesting of such
Restricted Stock Awards or Restricted Stock Units as it deems appropriate, including, without limitation, (a) the achievement of
one or more of the Performance Criteria; and/or that (b) the Participant remain in the continuous employ or service of the Company
or a Subsidiary for a certain period.


 


8.2.            
Rights as a Stockholder; Transferability. Except as provided in Sections 8.1, 8.3, 8.4 and 15.3 of this Plan, a Participant
will have all voting, dividend, liquidation and other rights with respect to shares of Common Stock issued to the Participant as
a Restricted Stock Award under this Section 8 upon the Participant becoming the holder of record of such shares as if such Participant
were a holder of record of shares of unrestricted Common Stock. A Participant will have no voting rights to any Restricted Stock
Units granted hereunder.


 


8.3.            
Dividends and Distributions.


 


(a)               
Unless the Committee determines otherwise in its sole discretion (either in an Incentive Award Agreement at the time of
grant or at any time after the grant of the Restricted Stock Award), any dividends or distributions (including regular quarterly
cash dividends) paid with respect to shares of Common Stock subject to the unvested portion of a Restricted Stock Award will be
subject to the same restrictions as the shares to which such dividends or distributions relate. In the event the Committee determines
not to pay such dividends or distributions currently, the Committee will determine in its sole discretion whether any interest
will be paid on such dividends or distributions. In addition, the Committee in its sole discretion may require such dividends and
distributions to be reinvested (and in such case the Participants consent to such reinvestment) in shares of Common Stock that
will be subject to the same restrictions as the shares to which such dividends or distributions relate.


 



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(b)               
Unless the Committee determines otherwise in its sole discretion (either in a Participant’s Incentive Award Agreement
or at any time after the grant of the Restricted Stock Unit), to the extent permitted or required by applicable law, as determined
by the Committee, prior to settlement or forfeiture, any Restricted Stock Units awarded under this Plan may, at the Committee’s
discretion, carry with it a right to Dividend Equivalents. Such right entitles the Participant to be credited with an amount equal
to all cash dividends paid on one share of Common Stok while the Restricted Stock Unit is outstanding. Dividend Equivalents may
be converted into additional Restricted Stock Units and may (and will, to the extent required below) be made subject to the same
conditions and restricted as the Restricted Stock Units to which they attach. Settlement of Dividend Equivalents may be made in
the form of cash, in the form of shares of Common Stock, or in a combination of both. Dividend Equivalents as to Restricted Stock
Units will be subject to forfeiture and termination to the same extent as the corresponding Restricted Stock Units as to which
the Dividend Equivalents relate. In no event will Participants holding Restricted Stock Units receive any Dividend Equivalents
on such Restricted Stock Units until the vesting provisions of such Restricted Stock Units lapse.


 


8.4.            
Enforcement of Restrictions on Restricted Stock Awards. To enforce the restrictions referred to in this Section 8,
the Committee may place a legend on the stock certificates referring to such restrictions and may require the Participant, until
the restrictions have lapsed, to keep the stock certificates, together with duly endorsed stock powers, in the custody of the Company
or its transfer agent, or to maintain evidence of stock ownership, together with duly endorsed stock powers, in a certificateless
book-entry stock account with the Company’s transfer agent. Alternatively, Restricted Stock Awards may be held in non-certificated
form pursuant to such terms and conditions as the Company may establish with its registrar and transfer agent or any third-party
administrator designated by the Company to hold Restricted Stock Awards on behalf of Participants.


 


9.            Performance Awards.


 


An Eligible Recipient
may be granted one or more Performance Awards under this Plan, and such Performance Awards will be subject to such terms and conditions,
if any, consistent with the other provisions of this Plan, as may be determined by the Committee in its sole discretion, including,
but not limited to, the achievement of one or more of the Performance Criteria; provided, however, that in all cases payment of
the Performance Award will be made within two and one-half months following the end of the Eligible Recipient’s tax year
during which receipt of the Performance Award is no longer subject to a “substantial risk of forfeiture” within the
meaning of Section 409A of the Code, except to the extent an Eligible Recipient has properly elected to defer the income that may
be attributable to a Performance Award under a Company or Subsidiary deferred compensation plan.


 


10.          Other Stock-Based Awards.


 


An Eligible Recipient
may be granted one or more Other Stock-Based Awards under this Plan, and such Other-Stock Based Awards will be subject to such
terms and conditions, consistent with the other provisions of this Plan, as may be determined by the Committee in its sole discretion,
not otherwise described by the terms of this Plan (including the grant or offer for sale of unrestricted shares of Common Stock)
in such amounts and subject to such terms and conditions as the Committee will determine. Such Other-Stock Based Awards may involve
the transfer of actual shares of Common Stock to Participants as a bonus or in lieu of obligations to pay cash or deliver other
property under this Plan or under other plans or compensatory arrangements, or payment in cash or otherwise of amounts based on
the value of shares of Common Stock, and may include Incentive Awards designed to comply with or take advantage of the applicable
local laws of jurisdictions other than the United States; provided, however, that in all cases payment of the Other Stock-Based
Award will be made within two and one-half months following the end of the Eligible Recipient’s tax year during which receipt
of the Other Stock-Based Award is no longer subject to a “substantial risk of forfeiture” within the meaning of Section
409A of the Code, except to the extent an Eligible Recipient has properly elected to defer the income that may be attributable
to an Other Stock-Based Award under a Company or Subsidiary deferred compensation plan.


 



    	 	13	 



     


    




11.          Dividend
Equivalents


 


Subject to the provisions
of this Plan and any Incentive Award Agreement, any Participant selected by the Committee may be granted Dividend Equivalents based
on the dividends declared on shares of Common Stock that are subject to any Incentive Award, to be credited as of dividend payment
dates, during the period between the date the Incentive Award is granted and the date the Incentive Award is exercised, vests,
settles, is paid or expires, as determined by the Committee. Such Dividend Equivalents will be converted to cash or additional
shares of Common Stock by such formula and at such time and subject to such limitations as may be determined by the Committee and
the Committee may provide that such amounts (if any) will be deemed to have been reinvested in additional shares of Common Stock
or otherwise reinvested. Notwithstanding the foregoing, the Committee may not grant Dividend Equivalents based on the dividends
declared on shares of Common Stock that are subject to an Option or Stock Appreciation Right; and further, no dividends or Dividend
Equivalents will be paid out with respect to any unvested Incentive Awards, including Performance Awards.


 


12.          Effect
of Termination of Employment or Other Service. The following provisions shall apply upon termination of a Participant’s
employment or other service with the Company and all Subsidiaries, unless otherwise expressly provided by the Committee in its
sole discretion in an Incentive Award Agreement or the terms of an Individual Agreement or determined by the Committee pursuant
to Section 12.3 of this Plan.


 


12.1.         
Termination Due to Death, Disability or Retirement. In the event a Participant’s employment or other service
with the Company and all Subsidiaries is terminated by reason of death, Disability or Retirement:


 


(a)               
All outstanding Options and Stock Appreciation Rights then held by the Participant will, to the extent exercisable as of
such termination, remain exercisable in full for a period of twelve (12) months after such termination (but in no event after the
expiration date of any such Option or Stock Appreciation Right). Options and Stock Appreciation Rights not exercisable as of such
termination will be forfeited and terminate.


 


(b)               
All Restricted Stock Awards then held by the Participant that have not vested as of such termination will be terminated
and forfeited; and


 



    	 	14	 



     


    




(c)               
All outstanding but unpaid and non-vested Restricted Stock Units, Performance Awards and Other Stock-Based Awards then held
by the Participant will be terminated and forfeited.


 


12.2.         
Termination for Reasons Other than Death, Disability or Retirement. In the event a Participant’s employment
or other service is terminated with the Company and all Subsidiaries for any reason other than death, Disability or Retirement,
or a Participant is in the employ or service of a Subsidiary and the Subsidiary ceases to be a Subsidiary of the Company (unless
the Participant continues in the employ or service of the Company or another Subsidiary):


 


(a)               
All outstanding Options and Stock Appreciation Rights then held by the Participant will, to the extent exercisable as of
such termination, remain exercisable in full for a period of three (3) months after such termination (but in no event after the
expiration date of any such Option or Stock Appreciation Right). Options and Stock Appreciation Rights not exercisable as of such
termination will be forfeited and terminate;


 


(b)               
All Restricted Stock Awards then held by the Participant that have not vested as of such termination will be terminated
and forfeited; and


 


(c)               
All outstanding but unpaid and non-vested Restricted Stock Units, Performance Awards and Other Stock-Based Awards then held
by the Participant will be terminated and forfeited.


 


12.3.         
Modification of Rights Upon Termination. Notwithstanding the other provisions of this Section 12, upon a Participant’s
termination of employment or other service with the Company and all Subsidiaries, the Committee may, in its sole discretion (which
may be exercised at any time on or after the date of grant, including following such termination), except as provided in clause
(ii), below, cause Options or Stock Appreciation Rights (or any part thereof) then held by such Participant to terminate, become
or continue to become exercisable and/or remain exercisable following such termination of employment or service (but not beyond
the earlier of the original maximum term of such Option or Stock Appreciation Right or ten (10) years from the original date of
grant of such Option or Stock Appreciation Right), and Restricted Stock Awards, Restricted Stock Units, Performance Awards or Other
Stock-Based Awards then held by such Participant to terminate, vest and/or continue to vest or become free of restrictions and
conditions to payment, as the case may be, following such termination of employment or service, in each case in the manner determined
by the Committee; and (ii) any such action adversely affecting any outstanding Incentive Award will not be effective without the
consent of the affected Participant (subject to the right of the Committee to take whatever action it deems appropriate under Sections
3.2(c), 4.3 and 14 of this Plan).


 


12.4.         
Determination of Termination of Employment or Other Service.


 


(a)               
The change in a Participant’s status from that of an employee of the Company or any Subsidiary to that of a non-employee
consultant, director or advisor of the Company or any Subsidiary will, for purposes of this Plan, be deemed to result in a termination
of such Participant’s employment with the Company and its Subsidiaries, unless the Committee otherwise determines in its
sole discretion.


 


(b)               
The change in a Participant’s status from that of a non-employee consultant, director or advisor of the Company or
any Subsidiary to that of an employee of the Company or any Subsidiary will not, for purposes of this Plan, be deemed to result
in a termination of such Participant’s service as a non-employee consultant, director or advisor with the Company and its
Subsidiaries, and such Participant will thereafter be deemed to be an employee of the Company or its Subsidiaries until such Participant’s
employment or service is terminated, in which event such Participant will be governed by the provisions of this Plan relating to
termination of employment or service (subject to paragraph (a), above).


 



    	 	15	 



     


    




(c)               
Unless the Committee otherwise determines in its sole discretion, a Participant’s employment or other service will,
for purposes of this Plan, be deemed to have terminated on the date recorded on the personnel or other records of the Company or
the Subsidiary for which the Participant provides employment or other service, as determined by the Committee in its sole discretion
based upon such records; provided, however, if distribution or forfeiture of an Incentive Award subject to Section 409A of the
Code is triggered by a termination of a Participant’s employment or other service, such termination must also constitute
a “separation from service” within the meaning of Section 409A of the Code (a “Separation from Service”)
and a Separation from Service shall constitute a termination of employment or other service.


 


12.5.         
Effect of Actions Constituting Cause or Adverse Action. Notwithstanding anything in this Plan to the contrary and
in addition to the other rights of the Committee under this Section 12, if a Participant is determined by the Committee, acting
in its sole discretion, to have taken any action that would constitute Cause or an Adverse Action during or within one (1) year
after the termination of employment or other service with the Company or a Subsidiary, irrespective of whether such action or the
Committee’s determination occurs before or after termination of such Participant’s employment or other service with
the Company or any Subsidiary and irrespective of whether or not the Participant was terminated as a result of such Cause or Adverse
Action, (a) all rights of the Participant under this Plan and any Incentive Award Agreements then held by the Participant will
terminate and be forfeited without notice of any kind, and (b) the Committee in its sole discretion will have the authority to
rescind the exercise, vesting or issuance of, or payment in respect of, any Incentive Awards of the Participant that were exercised,
vested or issued, or as to which such payment was made, and to require the Participant to pay to the Company, within ten (10) days
of receipt from the Company of notice of such rescission, any amount received or the amount of any gain realized as a result of
such rescinded exercise, vesting, issuance or payment (including any dividends paid or other distributions made with respect to
any shares subject to any Incentive Award). The Company may defer the exercise of any Option or Stock Appreciation Right for a
period of up to six (6) months after receipt of the Participant’s written notice of exercise or the issuance of share certificates
upon the vesting of any Incentive Award for a period of up to six (6) months after the date of such vesting in order for the Committee
to make any determination as to the existence of Cause or an Adverse Action. The Company will be entitled to withhold and deduct
from future wages of the Participant (or from other amounts that may be due and owing to the Participant from the Company or a
Subsidiary) or make other arrangements for the collection of all amounts necessary to satisfy such payment obligations. Unless
otherwise provided by the Committee in an Incentive Award Agreement, this Section 12.5 will not apply to any Participant following
a Change in Control.


 


12.6.         
Forfeiture of Incentive Awards. Notwithstanding anything in this Plan to the contrary and in addition to the other
rights of the Committee under this Section 12, if the Company is required to prepare an accounting restatement due to the material
noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws, then
any Participant who is one of the individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002
will reimburse the Company for the amount of any Incentive Award received by such individual under this Plan during the 12-month
period following the first public issuance or filing with the Securities and Exchange Commission, as the case may be, of the financial
document embodying such financial reporting requirement. The Company also may seek to recover the amount of any Incentive Award
received as required by the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act or any other clawback,
forfeiture or recoupment provision required by applicable law or under the requirements of any stock exchange or market upon which
the shares of Common Stock are then listed or traded. In addition, all Incentive Awards under this Plan will be subject to forfeiture
or other penalties pursuant to any clawback or forfeiture policy of the Company, as in effect from time to time, and such forfeiture
and/or penalty conditions or provisions as determined by the Committee.


 



    	 	16	 



     


    




13.          Payment
of Withholding Taxes.


 


13.1.         
General Rules. The Company is entitled to (a) withhold and deduct from future wages of the Participant (or from other
amounts that may be due and owing to the Participant from the Company or a Subsidiary), or make other arrangements for the collection
of, all legally required amounts necessary to satisfy any and all federal, foreign, state and local withholding and employment-related
tax requirements attributable to an Incentive Award, including, without limitation, the grant, exercise or vesting of, or payment
of dividends with respect to, an Incentive Award or a disqualifying disposition of stock received upon exercise of an Incentive
Stock Option; (b) withhold cash paid or payable or shares of Common Stock from the shares issued or otherwise issuable to the Participant
in connection with an Incentive Award; or (c) require the Participant promptly to remit the amount of such withholding to the Company
before taking any action, including issuing any shares of Common Stock, with respect to an Incentive Award. Shares of Common Stock
issued or otherwise issuable to the Participant in connection with an Incentive Award that gives rise to tax withholding obligations
that are withheld for purposes of satisfying the Participant’s withholding or employment-related tax obligation will be valued
at their Fair Market Value on the Tax Date. When withholding for taxes is effected under this Plan, it shall be withheld only up
to an amount of tax withholding based on the maximum statutory tax rates in the Participant’s applicable tax jurisdictions
or such other rate that will not trigger a negative accounting impact on the Company.


 


13.2.         
Special Rules. The Committee may, in its sole discretion and upon terms and conditions established by the Committee,
permit or require a Participant to satisfy, in whole or in part, any withholding or employment-related tax obligation described
in Section 13.1 of this Plan by withholding shares of Common Stock underlying an Incentive Award, by electing to tender, or by
attestation as to ownership of, Previously Acquired Shares, by delivery of a Broker Exercise Notice or a combination of such methods.
For purposes of satisfying a Participant’s withholding or employment-related tax obligation, shares of Common Stock withheld
by the Company or Previously Acquired Shares tendered or covered by an attestation will be valued at their Fair Market Value on
the Tax Date.


 


14.          Change in Control.


 


14.1.         
Definition of Change in Control. Unless otherwise provided in an Incentive Award Agreement or Individual Agreement,
a “Change in Control” shall be deemed to have occurred if the event set forth in any one of the following clauses shall
have occurred. For purposes of this Section 14.1, a “Change in Control” of the Company will mean (a) the sale, lease,
exchange or other transfer of substantially all of the assets of the Company (in one transaction or in a series of related transaction)
to a person or entity that is not controlled, directly or indirectly, by the Company, (b) a merger or consolidation to which the
Company is a party if the stockholders of the Company immediately prior to effective date of such merger or consolidation do not
have “beneficial ownership” (as defined in Rule 13d-3 under the Exchange Act) immediately following the effective date
of such merger or consolidation of more than 80% of the combined voting power of the surviving corporation’s outstanding
securities ordinarily having the right to vote at elections of directors, or (c) a change in control of the Company of a nature
that would be required to be reported pursuant to Section 13 or 15(d) of the Exchange Act, whether or not the Company is then subject
to such reporting requirements, including, without limitation, such time as (i) any person becomes, after the effective date of
this Plan, the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 40%
or more of the combined voting power of the Company’s outstanding securities ordinarily having the right to vote at elections
of directors, or (ii) individuals who constitute the Board on the effective date of this Plan cease for any reason to constitute
at least a majority of the Board, provided that any person becoming a director subsequent to the effective date of this Plan whose
election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the
directors comprising the Board on the effective date of this Plan will, for purposes of this clause (ii), be considered as though
such persons were a member of the Board on the Effective Date of this Plan.


 



    	 	17	 



     


    




14.2.         
Acceleration of Vesting. Without limiting the authority of the Committee under Sections 3.2 and 4.3 of this Plan,
if a Change in Control of the Company occurs, then, if approved by the Committee in its sole discretion either in an Incentive
Award Agreement at the time of grant or at any time after the grant of an Incentive Award: (a) all outstanding Options and Stock
Appreciation Rights will become immediately exercisable in full and will remain exercisable in accordance with their terms, regardless
of whether the Participants to whom such Options or Stock Appreciation Rights have been granted remain in the employ or service
of the Company or any Subsidiary; (b) all outstanding Restricted Stock Awards will become immediately fully vested and non-forfeitable;
and (c) all outstanding Restricted Stock Units, Performance Awards and Other Stock-Based Awards then held by the Participant will
vest and/or continue to vest in the manner determined by the Committee and set forth in the Incentive Award Agreement evidencing
such Restricted Stock Units, Performance Awards and Other Stock-Based Awards.


 


14.3.         
Cash Payment. In connection with a Change in Control, the Committee in its sole discretion, either in an Incentive
Award Agreement at the time of grant of an Incentive Award or at any time after the grant of such an Incentive Award, may determine
that any or all outstanding Incentive Awards granted under the Plan, whether or not exercisable or vested, as the case may be,
will be canceled and terminated and that in connection with such cancellation and termination the holder of such Incentive Award
will receive for each share of Common Stock subject to such Incentive Award a cash payment (or the delivery of shares of stock,
other securities or a combination of cash, stock and securities with a fair market value (as determined by the Committee in good
faith) equivalent to such cash payment) equal to the difference, if any, between the consideration received by stockholders of
the Company in respect of a share of Common Stock in connection with such Change in Control and the purchase price per share, if
any, under the Incentive Award, multiplied by the number of shares of Common Stock subject to such Incentive Award (or in which
such Incentive Award is denominated); provided, however, that if such product is zero ($0) or less or to the extent
that the Incentive Award is not then exercisable, the Incentive Award may be canceled and terminated without payment therefor.
If any portion of the consideration pursuant to a Change in Control may be received by holders of shares of Common Stock on a contingent
or delayed basis, the Committee may, in its sole discretion, determine the fair market value per share of such consideration as
of the time of the Change in Control on the basis of the Committee’s good faith estimate of the present value of the probable
future payment of such consideration. Notwithstanding the foregoing, any shares of Common Stock issued pursuant to an Incentive
Award that immediately prior to the effectiveness of the Change in Control are subject to no further restrictions pursuant to the
Plan or an Incentive Award Agreement (other than pursuant to the securities laws) will be deemed to be outstanding shares of Common
Stock and receive the same consideration as other outstanding shares of Common Stock in connection with the Change in Control.


 



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14.4.         
Limitation on Change in Control Payments. Notwithstanding anything in Section 14.2 or 14.3 of this Plan to the
contrary, if, with respect to a Participant, the acceleration of the vesting of an Incentive Award as provided in Section 14.2
of this Plan or the payment of cash in exchange for all or part of an Incentive Award as provided in Section 14.3 of this Plan
(which acceleration or payment could be deemed a “payment” within the meaning of Section 280G(b)(2) of the Code),
together with any other “payments” that such Participant has the right to receive from the Company or any corporation
that is a member of an “affiliated group” (as defined in Section 1504(a) of the Code without regard to Section 1504(b)
of the Code) of which the Company is a member, would constitute a “parachute payment” (as defined in Section 280G(b)(2)
of the Code), then the “payments” to such Participant pursuant to Section 14.2 or 14.3 of this Plan will be reduced
to the largest amount as will result in no portion of such “payments” being subject to the excise tax imposed by Section
4999 of the Code; provided, that such reduction shall be made only if the aggregate amount of the payments after such reduction
exceeds the difference between (A) the amount of such payments absent such reduction minus (B) the aggregate amount of the excise
tax imposed under Section 4999 of the Code attributable to any such excess parachute payments. Notwithstanding the foregoing sentence,
if a Participant is subject to a separate agreement with the Company or a Subsidiary that expressly addresses the potential application
of Sections 280G or 4999 of the Code (including, without limitation, that “payments” under such agreement or otherwise
will be reduced, that the Participant will have the discretion to determine which “payments” will be reduced, that
such “payments” will not be reduced or that such “payments” will be “grossed up” for tax purposes),
then this Section 14.4 will not apply, and any “payments” to a Participant pursuant to Section 14.2 or 14.3 of this
Plan will be treated as “payments” arising under such separate agreement. provided, however, such separate
agreement may not modify the time or form of payment under any Award that constitutes deferred compensation subject to Section
409A of the Code if the modification would cause such Incentive Award to become subject to the adverse tax consequences specified
in Section 409A of the Code.


 


15.          Rights of Eligible Recipients and Participants; Transferability.


 


15.1.         
Employment or Service. Nothing in this Plan will interfere with or limit in any way the right of the Company or any
Subsidiary to terminate the employment or service of any Eligible Recipient or Participant at any time, nor confer upon any Eligible
Recipient or Participant any right to continue in the employ or service of the Company or any Subsidiary.


 


15.2.         
No Rights to Incentive Awards. No Participant or Eligible Recipient will have any claim to be granted any Incentive
Award under this Plan.


 


15.3.         
Rights as a Stockholder. As a holder of Incentive Awards (other than Restricted Stock Awards), a Participant will
have no rights as a stockholder unless and until such Incentive Awards are exercised for, or paid in the form of, shares of Common
Stock and the Participant becomes the holder of record of such shares. Except as otherwise provided in this Plan or otherwise provided
by the Committee, no adjustment will be made in the amount of cash payable or in the number of shares of Common Stock issuable
under Incentive Awards denominated in or based on the value of shares of Common Stock as a result of cash dividends or distributions
paid to holders of Common Stock prior to the payment of, or issuance of shares of Common Stock under, such Incentive Awards.


 


15.4.         
Restrictions on Transfer.


 


(a)               
Except pursuant to testamentary will or the laws of descent and distribution or as otherwise expressly permitted by subsections
(b) and (c) below, no right or interest of any Participant in an Incentive Award prior to the exercise (in the case of Options)
or vesting or issuance (in the case of Restricted Stock Awards, Restricted Stock Units, Performance Awards and Other Stock-Based
Awards) of such Incentive Award will be assignable or transferable, or subjected to any lien, during the lifetime of the Participant,
either voluntarily or involuntarily, directly or indirectly, by operation of law or otherwise.


 



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(b)               
A Participant will be entitled to designate a beneficiary to receive an Incentive Award upon such Participant’s death,
and in the event of such Participant’s death, payment of any amounts due under this Plan will be made to, and exercise of
any Options or Stock Appreciation Rights (to the extent permitted pursuant to Section 12 of this Plan) may be made by, such beneficiary.
If a deceased Participant has failed to designate a beneficiary, or if a beneficiary designated by the Participant fails to survive
the Participant, payment of any amounts due under this Plan will be made to, and exercise of any Options or Stock Appreciation
Rights (to the extent permitted pursuant to Section 12 of this Plan) may be made by, the Participant’s legal representatives,
heirs and legatees. If a deceased Participant has designated a beneficiary and such beneficiary survives the Participant but dies
before complete payment of all amounts due under this Plan or exercise of all exercisable Options or Stock Appreciation Rights,
then such payments will be made to, and the exercise of such Options or Stock Appreciation Rights may be made by, the legal representatives,
heirs and legatees of the beneficiary.


 


(c)               
Upon a Participant’s request, the Committee may, in its sole discretion, permit a transfer of all or a portion of
a Non-Statutory Stock Option, other than for value, to such Participant’s child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law,
or sister-in-law, any person sharing such Participant’s household (other than a tenant or employee), a trust in which any
of the foregoing have more than fifty percent (50%) of the beneficial interests, a foundation in which any of the foregoing (or
the Participant) control the management of assets, and any other entity in which these persons (or the Participant) own more than
fifty percent (50%) of the voting interests. Any permitted transferee will remain subject to all the terms and conditions applicable
to the Participant prior to the transfer. A permitted transfer may be conditioned upon such requirements as the Committee may,
in its sole discretion, determine, including, but not limited to execution and/or delivery of appropriate acknowledgements, opinion
of counsel, or other documents by the transferee.


 


(d)               
The Committee may impose such restrictions on any shares of Common Stock acquired by a Participant under this Plan as it
may deem advisable, including minimum holding period requirements, restrictions under applicable federal securities laws, under
the requirements of any stock exchange or market upon which the Common Stock is then listed or under any blue sky or state securities
laws applicable to such shares or the Company’s insider trading policy.


 


15.5.         
Non-Exclusivity of this Plan. Nothing contained in this Plan is intended to modify or rescind any previously approved
compensation plans or programs of the Company or create any limitations on the power or authority of the Board to adopt such additional
or other compensation arrangements as the Board may deem necessary or desirable.


 


16.         Securities
Law and Other Restrictions.


 


Notwithstanding any other
provision of this Plan or any agreements entered into pursuant to this Plan, the Company will not be required to issue any shares
of Common Stock under this Plan, and a Participant may not sell, assign, transfer or otherwise dispose of shares of Common Stock
issued pursuant to Incentive Awards granted under this Plan, unless (a) there is in effect with respect to such shares a registration
statement under the Securities Act and any applicable securities laws of a state or foreign jurisdiction or an exemption from such
registration under the Securities Act and applicable state or foreign securities laws, and (b) there has been obtained any other
consent, approval or permit from any other U.S. or foreign regulatory body which the Committee, in its sole discretion, deems necessary
or advisable. The Company may condition such issuance, sale or transfer upon the receipt of any representations or agreements from
the parties involved, and the placement of any legends on certificates representing shares of Common Stock, as may be deemed necessary
or advisable by the Company in order to comply with such securities law or other restrictions.


 



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17.          Deferred Compensation; Compliance with Section 409A.


 


It is intended that all
Incentive Awards issued under this Plan be in a form and administered in a manner that will comply with the requirements of Section
409A of the Code, or the requirements of an exception to Section 409A of the Code, and the Incentive Award Agreements and this
Plan will be construed and administered in a manner that is consistent with and gives effect to such intent. The Committee is authorized
to adopt rules or regulations deemed necessary or appropriate to qualify for an exception from or to comply with the requirements
of Section 409A of the Code. With respect to an Incentive Award that constitutes a deferral of compensation subject to Code Section
409A: (a) if any amount is payable or forfeited under such Incentive Award upon a termination of service, a termination of service
will be treated as having occurred only at such time the Participant has experienced a Separation from Service; (b) if any amount
is payable under such Incentive Award upon a Disability, a Disability will be treated as having occurred only at such time the
Participant has experienced a “disability” as such term is defined for purposes of Code Section 409A; (c) if any amount
is payable under such Incentive Award on account of the occurrence of a Change in Control, a Change in Control will be treated
as having occurred only at such time a “change in the ownership or effective control of the corporation or in the ownership
of a substantial portion of the assets of the corporation” as such terms are defined for purposes of Code Section 409A, (d)
if any amount becomes payable under such Incentive Award on account of a Participant’s Separation from Service at such time
as the Participant is a “specified employee” within the meaning of Code Section 409A, then no payment will be made,
except as permitted under Code Section 409A, prior to the first business day after the earlier of (i) the date that is six (6)
months after the date of the Participant’s Separation from Service or (ii) the Participant’s death, and (e) no amendment
to or payment under such Incentive Award, including by way of an Individual Agreement, will be made except and only to the extent
permitted under Code Section 409A.


 


18.          Plan
Amendment, Modification and Termination.


 


The Board may suspend
or terminate this Plan or any portion thereof at any time. In addition to the authority of the Committee to amend this Plan under
Section 3.2(e) of this Plan, the Board may amend this Plan from time to time in such respects as the Board may deem advisable in
order that Incentive Awards under this Plan will conform to any change in applicable laws or regulations or in any other respect
the Board may deem to be in the best interests of the Company; provided, however, that no such amendments to this Plan will be
effective without approval of the Company’s stockholders if: (i) stockholder approval of the amendment is then required pursuant
to Section 422 of the Code or the Listing Rules of the Nasdaq Stock Market (or other applicable market or exchange on which the
Company’s Common Stock may be quoted or traded); or (ii) such amendment seeks to increase the number of shares authorized
for issuance hereunder (other than by virtue of an adjustment under Section 4.3 of this Plan) or to modify Section 3.2(d) of this
Plan. No termination, suspension or amendment of this Plan may adversely affect any outstanding Incentive Award without the consent
of the affected Participant; provided, however, that this sentence will not impair the right of the Committee to take whatever
action it deems appropriate under Sections 3.2(c), 4.3 and 14 of this Plan. Notwithstanding any other provision of this Plan to
the contrary, the Committee may amend this Plan, to take effect retroactively or otherwise, as deemed necessary or advisable for
the purpose of conforming this Plan to any present or future law relating to plans of this or similar nature, and to the administration
regulations and rulings promulgated thereunder. By accepting an Incentive Award under this Plan, a Participant agrees to any amendment
made pursuant to the preceding sentence to any Incentive Award granted under this Plan without further consideration or action.


 



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19.          Substituted Awards.


 


The Committee may grant
Incentive Awards under this Plan in substitution for stock and stock-based awards held by employees of another entity who become
employees of the Company or a Subsidiary as a result of a merger or consolidation of the former employing entity with the Company
or a Subsidiary or the acquisition by the Company or a Subsidiary of property or stock of the former employing corporation. The
Committee may direct that the substitute Incentive Awards be granted on such terms and conditions as the Committee considers appropriate
in the circumstances.


 


20.          Effective Date and Duration of this Plan.


 


This Plan will be effective
as of the Initial Effective Date and will terminate at midnight on the day before the tenth (10th) anniversary of the
Initial Effective Date, and may be terminated prior to such time by Board action. No Incentive Award will be granted after termination
of this Plan. Incentive Awards outstanding upon termination of this Plan may continue to be exercised, earned or become free of
restrictions, according to their terms.


 


21.          Miscellaneous.


 


21.1.         
Usage. In this Plan, except where otherwise indicated by clear contrary intention, (a) any masculine term used herein
also will include the feminine, (b) the plural will include the singular, and the singular will include the plural, (c) “including”
(and with correlative meaning “include”) means including without limiting the generality of any description preceding
such term, and (d) “or” is used in the inclusive sense of “and/or”.


 


21.2.         
Unfunded Plan. Participants will have no right, title or interest whatsoever in or to any investments that the Company
or its Subsidiaries may make to aid it in meeting its obligations under this Plan. Nothing contained in this Plan, and no action
taken pursuant to its provisions, will create or be construed to create a trust of any kind, or a fiduciary relationship between
the Company and any Participant, beneficiary, legal representative, or any other individual. To the extent that any individual
acquires a right to receive payments from the Company or any Subsidiary under this Plan, such right will be no greater than the
right of an unsecured general creditor of the Company or the Subsidiary, as the case may be. All payments to be made hereunder
will be paid from the general funds of the Company or the Subsidiary, as the case may be, and no special or separate fund will
be established and no segregation of assets will be made to assure payment of such amounts except as expressly set forth in this
Plan.


 


21.3.         
Relationship to Other Benefits. Neither Incentive Awards made under this Plan nor shares of Common Stock paid pursuant
to such Incentive Awards under this Plan will be included as “compensation” for purposes of computing the benefits
payable to any Participant under any pension, retirement (qualified or non-qualified), savings, profit sharing, group insurance,
welfare, or benefit plan of the Company or any Subsidiary unless provided otherwise in such plan.


 


21.4.         
Fractional Shares. No fractional shares of Common Stock will be issued or delivered under this Plan or any Incentive
Award. The Committee will determine whether cash, other Incentive Awards or other property will be issued or paid in lieu of fractional
shares of Common Stock or whether such fractional shares of Common Stock or any rights thereto will be forfeited or otherwise eliminated
by rounding up or down.


 



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21.5.         
Governing Law; Venue. Except to the extent expressly provided herein or in connection with other matters of corporate
governance and authority (all of which shall be governed by the laws of the Company’s jurisdiction of incorporation), the
validity, construction, interpretation, administration and effect of this Plan and any rules, regulations and actions relating
to this Plan will be governed by and construed exclusively in accordance with the laws of the State of Minnesota, notwithstanding
the conflicts of laws principles of any jurisdictions. Unless otherwise provided in an Incentive Award Agreement, recipients of
an Incentive Award under this Plan are deemed to submit to the exclusive jurisdiction and venue of the federal or state courts
of the State of Minnesota to resolve any and all issues that may arise out of or relate to this Plan or any Incentive Award Agreement.


 


21.6.         
Successors and Assigns. This Plan will be binding upon and inure to the benefit of the successors and permitted assigns
of the Company and the Participants.


 


21.7.         
Construction. Wherever possible, each provision of this Plan and any Incentive Award Agreement granted under this
Plan will be interpreted so that it is valid under the applicable law. If any provision of this Plan or any Incentive Award Agreement
granted under this Plan is to any extent invalid under the applicable law, that provision will still be effective to the extent
it remains valid. The remainder of this Plan and the Incentive Award Agreement also will continue to be valid, and the entire Plan
and Incentive Award Agreement will continue to be valid in other jurisdictions.


 


21.8.         
Delivery and Execution of Electronic Documents. To the extent permitted by applicable law, the Company may: (a) deliver
by email or other electronic means (including posting on a Web site maintained by the Company or by a third party under contract
with the Company) all documents relating to this Plan or any Incentive Award hereunder (including prospectuses required by the
Securities and Exchange Commission) and all other documents that the Company is required to deliver to its security holders (including
annual reports and proxy statements), and (b) permit Participants to use electronic, internet or other non-paper means to execute
applicable Plan documents (including Incentive Award Agreements) and take other actions under this Plan in a manner prescribed
by the Committee.


 


21.9.         
No Representations or Warranties Regarding Tax Effect. Notwithstanding any provision of this Plan to the contrary,
the Company and its Subsidiaries, the Board, and the Committee neither represent nor warrant the tax treatment under any federal,
state, local, or foreign laws and regulations thereunder (individually and collectively referred to as the “Tax Laws”)
of any Incentive Award granted or any amounts paid to any Participant under this Plan including, but not limited to, when and to
what extent such Incentive Awards or amounts may be subject to tax, penalties, and interest under the Tax Laws.


 


21.10.     
Indemnification. Subject to any limitations and requirements of Delaware law, each individual who is or will have
been a member of the Board, or a Committee appointed by the Board, or an officer or employee of the Company to whom authority was
delegated in accordance with Section 3.1 of this Plan, will be indemnified and held harmless by the Company against and from any
loss, cost, liability or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting
from any claim, action, suit or proceeding to which he or she may be a party or in which he or she may be involved by reason of
any action taken or failure to act under this Plan and against and from any and all amounts paid by him or her in settlement thereof,
with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such action, suit or proceeding
against him or her, provided he or she will give the Company an opportunity, at its own expense, to handle and defend the same
before he or she undertakes to handle and defend it on his/her own behalf. The foregoing right of indemnification will not be exclusive
of any other rights of indemnification to which such individuals may be entitled under the Company’s Certificate of Incorporation
or Bylaws, as a matter of law, or otherwise, or pursuant to any agreement with the Company, or any power that the Company may have
to indemnify them or hold them harmless.


 


 


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