Exhibit 10.7


 


2018 EQUITY COMPENSATION PLAN 


 


Section 1. Purpose


 


The 2018 Equity Compensation
Plan (the "Plan") is hereby established to foster and promote the long-term success of Hanover Bancorp, Inc. (the "Company"),
the holding company of Hanover Community Bank (the “Bank”), and its shareholders by providing members of management,
including employees and management officials, with an equity interest in the Company. The Plan will assist the Company in attracting
and retaining the highest quality of experienced persons to serve as employees and Directors and in aligning the interests of such
persons more closely with the interests of the Company's shareholders by encouraging such parties to maintain an equity interest
in the Company.


 


Section 2. Definitions


 


Capitalized terms not
specifically defined elsewhere herein shall have the following meaning:


 


"Act" means
the Securities Exchange Act of 1934, as amended from time to time, and any rules and regulations promulgated thereunder.


 


“Award” means
the grant of Options, Restricted Stock or Performance Units hereunder.


 


"Board" means
the Board of Directors of the Company.


 


“Change
in Control” means any of the following:


 


		(i)	a reorganization, merger, consolidation or sale of all or substantially all of the assets of the
Company, or a similar transaction, in any case in which the holders of the voting stock of the Company prior to such transaction
do not hold (in substantially the same proportion) a majority of the voting power of the resulting entity (or an entity that wholly
owns the resulting entity);



 


		(ii)	individuals who constitute the Incumbent Board (as herein defined) of the Company cease for any reason to constitute a majority
thereof; or



 


		(iii)	any person becomes the beneficial owner of securities representing 25% or more of the combined voting stock of the Company
other than (1) the Participant or any group that includes the Participant or (2) an entity referred to in the parenthetical
to clause (i) of this definition.



 


For these purposes, “Incumbent
Board” means the Board of Directors of the Company on the date hereof and any person who becomes a director subsequent to
the date hereof whose election was approved by a voting of at least three-quarters of the directors comprising the Incumbent Board
or whose nomination for election by members or stockholders was approved by the same nominating committee serving under an Incumbent
Board. However, the Incumbent Board will not include anyone who becomes a member of the Board of Directors as a result of
either (i) an actual or threatened election contest or proxy or consent solicitation on behalf of anyone other than the Board of
the Directors, including as a result of any appointment, nomination or other agreement intended to avoid or settle a contest or
solicitation, or (ii) agreement with any third party.


 






     


     


    

 


“Committee”
means the Compensation Committee of the Board, or such successor committee of the Board undertaking the responsibilities currently
exercised by the Compensation Committee. Each member of the Committee shall at all times qualify as a "Non-Employee Director"
within the meaning of SEC Rule 16b-3(b)(3) and an "outside director" within the meaning of Regulation 1.162-27 under
Code Section 162(m).


 


"Common Stock"
or "Stock" means the common stock, no par value per share, of the Company.


 


"Company" means
Hanover Bancorp, Inc. and any present or future subsidiary or parent corporations of Hanover Bancorp, Inc. (as defined in Section
424 of the Code) or any successor to such corporations.


 


"Disability"
shall mean the Participant’s inability for a period of three (3) consecutive months, or for six (6) months during any twelve
(12) month period, to perform the requirements of the Participant’s position with the Company due to physical or mental impairment;
provided, however, with respect to a Participant who has been granted an Incentive Stock Option such term shall have the meaning
set forth in Section 422(c)(6) of the Code. For purposes of Restricted Stock Awards under Section 8, “Disability” shall
be as defined in Section 8.3(a)(1). The determination of whether a Disability exists will be made by the Committee.


 


"Fair Market Value"
means, with respect to shares of Common Stock, the fair market value as determined by the Committee in good faith and in a manner
established by the Committee from time to time, taking into account such factors as the Committee shall deem relevant, including
the book value of the Common Stock and, to the extent the Common Stock is traded on a national securities exchange, the Fair Market
Value of the Common Stock shall be the closing price of the Common Stock on the date the Fair Market Value is determined.


 


"Incentive Stock
Option" means an option to purchase shares of Common Stock granted to a Participant under the Plan which is intended to meet
the requirements of Section 422 of the Code.


 


“Incumbent Board”
means the Board of Directors of the Company on the date of Board approval of this Plan, provided that any person becoming a director
subsequent to such date whose election was approved by a vote of at least three quarters of the directors comprising the Incumbent
Board, or whose nomination for election by stockholders was approved by the same nominating committee serving under an Incumbent
Board, shall be considered as though such individual were a member of the Incumbent Board.


 






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"Management Official"
means an employee of the Company, a non-employee member of the Board, a member of any advisory committee or any other service provider
to the Company.


 


"Non-Qualified Stock
Option" means an option to purchase shares of Common Stock granted to a Participant under the Plan which is not intended to
be an Incentive Stock Option.


 


"Option" means
a Non-Qualified Stock Option granted hereunder.


 


"Participant"
means a Management Official selected by the Committee to receive an Award under the Plan.


 


“Performance Cycle
or Cycle” means the period selected by the Committee during which the performance of the Company is measured for the purpose
of determining the extent to which an award of Performance Units has been earned. Applicable performance goals relating to each
Performance Cycle shall be established not later than the earlier of (1) 90 days after the beginning of any performance period
applicable to such Performance Units or (2) the time 25% of such performance period has elapsed.


 


“Performance Goals”
means the objectives established by the Committee for a Performance Cycle, for the purpose of determining and measuring the extent
to which Performance Units, which have been contingently awarded for such Cycle, have been earned. For purposes of qualifying Awards
intended by the Committee to be exempt under Code Section 162(m) and regulations thereunder, the Committee may use one or more
of the following as Performance Goals: (1) earnings or earnings growth; (2) earnings per share; (3) return on equity, assets, capital
employed or investment; (4) revenues or revenue growth; (5) gross profit; (6) gross margin; (7) net income or net income per common
share; (8) operating margin; (9) operating cash flow; (10) stock price appreciation and total shareholder return, (11) economic
profit or value created, (12) interest expense, (13) strategic business criteria, (14) efficiency ratio, (15) growth in assets,
loan and/or deposits, (16) net interest margin, (17) loan production volume, (18) asset quality, including net charge offs, levels
of classified assets and non-performing loan levels, (19) interest rate risk sensitivity, (21) capital compliance, or any combination
of any of the forgoing. Targeted level or levels of performance with respect to such business criteria may be established at such
levels and in such terms as the Committee may determine, in its discretion, including in absolute terms, as a goal relative to
performance in prior periods, or as a goal compared to the performance of one or more comparable companies or an index covering
multiple companies. Performance Goals may be particular to a Participant, the Company, subsidiary or other business segment of
the Company, or may be based on the performance of the Company as a whole.


 






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“Performance Units
or Units” means a fixed or variable dollar or Common Stock share denominated Unit contingently awarded under Section 8 of
the Plan.


 


"Plan" means
the 2018 Equity Compensation Plan.


 


“Restricted Stock
Award” means a grant of shares of Common Stock pursuant to Section 8 hereof.


 


“SEC” means
the Securities and Exchange Commission.


 


"Termination for
Cause" means termination because of Participant's intentional failure to perform stated duties, personal dishonesty, willful
violation of any law, rule regulation (other than traffic violations or similar offenses) or final cease and desist order issued
by any regulatory agency having jurisdiction over the Participant or the Company.


 


Section 3. Administration


 


(a)        The
Plan shall be administered by the Committee. Among other things, the Committee shall have authority, subject to the terms of the
Plan, to grant Awards, to determine the type of Award granted, to determine the individuals to whom and the time or times at which
Awards may be granted, to determine the terms and conditions of any Award granted hereunder, including whether to impose a vesting
period more stringent than the minimum set forth in Section 10(a), and if the Award is an Option, the exercise price thereof, subject
to the requirements of this Plan.


 


(b)       Subject
to the other provisions of the Plan, the Committee shall have authority to adopt, amend, alter and repeal such administrative rules,
guidelines and practices governing the operation of the Plan as it shall from time to time consider advisable, to interpret the
provisions of the Plan and any Award and to decide all disputes arising in connection with the Plan. The Committee may correct
any defect or supply any omission or reconcile any inconsistency in the Plan or in any grant agreement in the manner and to the
extent it shall deem appropriate to carry the Plan into effect, in its sole and absolute discretion. The Committee's decision and
interpretations shall be final and binding. Any action of the Committee with respect to the administration of the Plan shall be
taken pursuant to a majority vote or by the unanimous written consent of its members.


 


(c)       The
Committee may employ such legal counsel, consultants and agents as it may deem desirable for the administration of the Plan and
may rely upon any opinion received from any such counsel or consultant and any computation received from any such consultant or
agent.


 






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Section 4. Eligibility and Participation


 


Management Officials
of the Company shall be eligible to participate in the Plan. The Participants under the Plan shall be selected from time to time
by the Committee, in its sole discretion, from among those eligible, and the Committee shall determine in its sole discretion the
numbers of shares to be covered by the Award or Awards granted to each Participant. Options intended to qualify as Incentive Stock
Options shall be granted only to persons who are eligible to receive such options under Section 422 of the Code; i.e., employees
of the Company.


 


Section 5. Shares of Stock Available
for Awards


 


(a)       The
maximum number of shares of Common Stock or equivalents which may be issued under the Plan is 346,000, subject to the adjustments
as provided in this Section 5 and Section 10, to the extent applicable. If an Award granted under this Plan expires or terminates
before exercise or is forfeited for any reason, without a payment in the form of Common Stock being granted to the Participant,
the shares of Common Stock subject to such Award, to the extent of such expiration, termination or forfeiture, shall again be available
for subsequent Award grant under the Plan. Shares withheld pursuant to Section 11(g) in connection with tax obligations shall not
be available for subsequent Awards under the Plan.


 


(b)       In
the event that any stock dividend, stock split, reverse stock split or combination, extraordinary cash dividend, creation of a
class of equity securities, recapitalization, reclassification, reorganization, merger, consolidation, split-up, spin-off, combination,
exchange of shares, warrants or rights offering to purchase Common Stock at a price substantially below Fair Market Value, or other
similar transaction affects the Common Stock such that an adjustment is required in order to preserve the benefits or potential
benefits intended to be granted or made available under the Plan to Participants, the Committee shall proportionately and appropriately
adjust equitably any or all of (i) the maximum number and kind of shares of Common Stock in respect of which Awards may be granted
under the Plan to Participants, (ii) the number and kind of shares of Common Stock subject to outstanding Options held by Participants,
and (iii) the exercise price with respect to any Options held by Participants, without changing the aggregate purchase price as
to which such Options remain exercisable, and if considered appropriate, the Committee may make provision for a cash payment with
respect to any outstanding Options held by a Participant, provided that no adjustment shall be made pursuant to this Section if
such adjustment would cause the Plan to fail to comply with the requirements of Rule 16b-3 under the Act or any successor or replacement
regulation, to the extent then applicable to the Company. No fractional Shares shall be issued on account of any such adjustment.


 


(c)       Any
adjustments under this Section will be made by the Committee, whose determination as to what adjustments, will be made and the
extent thereof will be final, binding and conclusive.


 






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Section 6. Non-Qualified Stock Options


 


6.1       Grant
of Non-Qualified Stock Options.


 


Subject to the provisions
hereof, the Committee may, from time to time, grant Non-Qualified Stock Options to Participants upon such terms and conditions
as the Committee may determine, and may grant Non-Qualified Stock Options in exchange for and upon surrender of previously granted
Options under this Plan. Non-Qualified Stock Options granted under this Plan are subject to the following terms and conditions:


 


(a)       Price.
The purchase price per share of Common Stock deliverable upon the exercise of each Non-Qualified Stock Option shall be determined
by the Committee on the date the option is granted. The purchase price shall not be less than one hundred percent (100%) of the
Fair Market Value of the Common Stock on the date of grant. Shares may be purchased only upon full payment of the purchase price.


 


(b)       Terms
of Options. The term during which each Non-Qualified Stock Option may be exercised shall be determined by the Committee, but
in no event shall a Non-Qualified Stock Option be exercisable in whole or in part more than ten (10) years from the date of grant.


 


(c)       Termination
of Service. Except as provided herein, unless otherwise determined by the Committee, upon the termination of the service of
a Participant for any reason other than Disability, death or Termination for Cause, the Participant's Non-Qualified Stock Options
shall be exercisable only as to those shares which were immediately exercisable by the participant at the date of termination and
only for one (1) year from the date of such termination. In the event of death or termination of service of a Participant as a
result of Disability of the Participant, all Non-Qualified Stock Options held by the Participant, whether or not exercisable at
such time, shall be exercisable by the Participant or his legal representatives, or beneficiaries of the Participant for one (1)
year from the date of such termination. Notwithstanding any other provisions set forth herein to the contrary nor any provision
contained in any agreement relating to the award of an option, in the event of a Termination for Cause, all of the Participant's
Non-Qualified Stock Options shall immediately expire upon such Termination for Cause and shall not be exercisable, regardless of
whether such Non-Qualified Stock Options were vested.


 


(d)       Transferability.
Except as provided for hereunder, no Option granted under the Plan shall be assignable or transferable by a Participant, and any
attempted disposition thereof shall be null and void and of no effect. Nothing contained herein shall be deemed to prevent transfers
by will or by the applicable laws of descent and distribution.


 


Section
7. Restricted Stock


 


7.1       Grant
of Restricted Stock Awards


 


(a)       Grants.
The Committee may grant Restricted Stock Awards entitling recipients to acquire shares of Common Stock, subject to the right of
the Company to require forfeiture of such shares from the Participant in the event that conditions specified by the Committee in
the applicable Restricted Stock Award are not satisfied prior to the end of the applicable restriction period or periods established
by the Committee for such Restricted Award. During the restricted period, shares constituting a Restricted Stock Award may not
be transferred, although a Participant shall be entitled to exercise other indicia of ownership, including the right to vote such
shares and receive any dividends declared on such shares.


 






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(b)       Terms
and Conditions. Subject to Section 7.2, the Committee shall determine the terms and conditions of any such Restricted Stock
Award, including the conditions for forfeiture.


 


(c)       Stock
Certificates. The Company may cause shares issued as part of a Restricted Stock Award to be issued in either book entry form
or certificated form. Shares issued in book entry form will be maintained in an account at the Company’s transfer agent,
and only released to a Participant upon satisfaction of any required restrictions. Any stock certificates issued in respect of
a Restricted Stock Award shall be registered in the name of the Participant and, unless otherwise determined by the Committee,
deposited by the Participant, together with a stock power endorsed in blank, with the Company (or its designee). At the expiration
of the applicable restriction periods, the Company (or such designee) shall deliver the certificates no longer subject to such
restrictions to the Participant or if the Participant has died, to the beneficiary designated, in a manner determined by the Committee,
by a Participant to receive amounts due or exercise rights of the Participant in the event of the Participant’s death (the
 “Designated Beneficiary”). In the absence of an effective designation by a Participant, Designated Beneficiary shall
mean the Participant’s estate.


 


7.2       Distribution
of Restricted Stock Awards


 


(a)       Restricted Stock Awards shall not be distributed and the restrictions pertaining to such award shall not expire earlier
than –


 


(1)        upon the completion or satisfaction of the conditions specified by the Committee in the Award;


 


(2)        a Participant’s separation from service;


 


(3)        the
date a Participant becomes disabled (as defined in Section 7.3(b));


 


(4)        upon
the death of a Participant;


 


(5)        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 described in Section 10(c) or, if in conflict therewith, to the extent necessary, by the Secretary of Treasury
under regulations issued under Code section 409A; or


 






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(6)        upon
the occurrence of an unforeseeable emergency.


 


(b)       A payment of a Participant’s vested interest in a Restricted
Stock Award may, in the discretion of the Committee, be made in the event of a Participant’s Disability, upon the occurrence
of a Change-in-Control or Unforeseeable Emergency (as defined below). Payments in settlement of a Participant’s vested interest
in a Restricted Stock Award shall be made as soon as practicable after such occurrence or after the Participant otherwise vests
in such award. For the purposes of section 409A of the Code, the entitlement to a series of installment payments will be treated
as the entitlement to a single payment.


 


(c)       Other provisions of the Plan
notwithstanding, if, upon the written application of a Participant, the Committee determines that the Participant has an unforeseeable
emergency (as defined in Section 7.3(b)), the Committee may, in its sole discretion, direct the payment to the Participant of all
or a portion of the balance of his or her vested interest in a Restricted Stock Award in a lump sum payment, provided that any
such withdrawal shall be limited by the Committee to the amount reasonably necessary to meet the emergency, including amounts needed
to pay any income taxes or penalties reasonably anticipated to result from the payment. No payment may be made to the extent that
such emergency is or may be relieved through reimbursement or compensation from insurance or otherwise, by liquidation of the Participant’s
assets or to the extent the liquidation of such assets would not cause severe financial hardship.


 


7.3       Definitions
for Restricted Stock Awards


 


(a)       For purposes
of this Section 7, the following definitions shall apply-


 


(1)        “Disability” shall mean (i) the inability of a Participant to engage in any substantial gainful activity
by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected
to last for a continuous period of not less than twelve (12) months, or (ii) if the Participant is, by reason of any medically
determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous
period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months
under an accident and health plan covering employees of the Company.


 


(2)        “Unforeseeable Emergency” shall mean a severe financial hardship to the Participant resulting from an illness
or accident of the Participant, the Participant’s spouse, or a dependent (as defined in Code section 152(a)) of the Participant,
loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising
as a result of events beyond the control of the Participant.


 






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Section 8. Performance
Units


 


8.1
        Authority of Committee


 


Subject to the provisions of the Plan, the
Committee shall have sole and complete authority to determine (i) the Participants who shall receive Performance Units and the
number of Units awarded for each Performance Cycle; (ii) the duration of each Performance Cycle; and (iii) the value of or valuation
methodology for each Performance Unit. Performance Units may be denominated in fixed or variable dollar amounts, or may be made
equal to one or more shares of Common Stock. There may be more than one Performance Cycle in existence at any one time, and the
duration of such Performance Cycles may differ, as determined by the Committee.


 


8.2        Performance
Goals


 


The Committee shall
establish Performance Goals for each Cycle on the basis of such criteria and to accomplish such objectives as the Committee may
from time to time select. During any Cycle, the Committee may adjust the Performance Goals for such Cycle as it deems equitable
in recognition of unusual or non-recurring events affecting the Corporation or changes in applicable tax laws or accounting principles;
provided however, that no such adjustment shall be made with respect to Awards intended by the Committee to qualify as exempt under
Code Section 162(m) if such adjustment would result in the loss of such exemption.


 


8.3        Terms
and Conditions


 


The Committee shall
determine the number of Performance Units that have been earned on the basis of the Company's performance in relation to the established
Performance Goals. Performance Units may not be sold, assigned, transferred, pledged or otherwise encumbered, except as herein
provided, during the Performance Cycle. Payment for Performance Units shall be in cash or shares of Common Stock, in such proportions
as the Committee shall determine.


 


8.4        Termination


 


A Participant must
be a Management Official at the end of a Performance Cycle to be entitled to payment of Performance Units in respect of such Cycle;
provided, however, that in the event a Participant ceases to be a Management Official with the Committee’s consent before
the end of such Cycle, or upon the occurrence of a Participant's death or Disability prior to the end of such Cycle, the Committee,
in its discretion and after taking into consideration the performance of such Participant and the performance of the Company during
the Cycle, may authorize payment to such Participant (or the Participant's legal representative) of all or a portion of the Performance
Units deemed by the Committee to have been earned by the Participant through the date of termination.


 


Section 9. Extension


 


The Committee may, in
its sole discretion, extend the dates during which all or any particular Option or Options granted under the Plan may be exercised;
provided, however, that no such extension shall be permitted if it would cause Options issued under the Plan to fail to comply
with Section 409A of the Code. An election to defer the lapse of restrictions on a Restricted Stock Award shall not take effect
until at least twelve (12) months after the date on which the election is made and in the event that an election to defer the lapse
of restrictions is made other than in the event of death, disability or the occurrence of an unforeseeable emergency, payment of
such award must be deferred for a period of not less than five (5) years from the date that restrictions would have otherwise lapsed.
Nothing contained in this provision, or elsewhere in this Plan, shall be construed to provide the Committee with authority to change
the exercise price of any Award, other than in connection with any adjustment provided for under Section 5(b) hereof, or such changes
as may be approved by the Company’s shareholders.


 






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Section 10. General Provisions Applicable
to Awards 


 


(a)       Each
Award under the Plan shall be evidenced by a writing delivered to the Participant specifying the terms and conditions thereof and
containing such other terms and conditions not inconsistent with the provisions of the Plan as the Committee considers necessary
or advisable to achieve the purposes of the Plan or comply with applicable tax and regulatory laws and accounting principles. Notwithstanding
the foregoing, each Award shall be subject to a vesting requirement of not less than one year.


 


(b)       Each
Award may be granted alone, in addition to or in relation to any other Award. The terms of each Award need not be identical, and
the Committee need not treat Participants uniformly. Except as otherwise provided by the Plan or a particular Award, any determination
with respect to an Award may be made by the Committee at the time of grant or at any time thereafter.


 


(c)       In
the event of a consolidation, reorganization, merger or sale of all or substantially all of the assets of the Company, in each
case in which outstanding shares of Common Stock are exchanged for securities, cash or other property of any other corporation
or business entity or in the event of a liquidation of the Company, the Committee will provide for any one or more of the following
actions, as to outstanding Awards: (i) provide that such Awards shall be assumed, or equivalent Awards shall be substituted, by
the acquiring or succeeding corporation (or an affiliate thereof), , (ii) upon written notice to the Participants, provide that
all unexercised Options will terminate immediately prior to the consummation of such transaction unless exercised (to the extent
then exercisable) by the Participant within a specified period following the date of such notice, (iii) in the event of a merger
or consolidation, make or provide for a cash payment to the Participants equal to the difference between (A) the value of the consideration
to be received by the shareholders of the Company upon consummation of the transaction (the “Merger Price”) times the
number of shares of Common Stock subject to outstanding Options (to the extent then exercisable at prices not in excess of the
Merger Price) and (B) the aggregate exercise price of all such outstanding Options in exchange for the termination of such Options,
or (iv) provide that all or any outstanding Awards shall become exercisable in full, or that the restrictions on such Awards shall
lapse, immediately prior to such event.


 






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(d)       For
purposes of the Plan, the following events shall not be deemed a termination of service of a Participant:


 


(i)          a
transfer to the employment of the Company from a subsidiary or from the Company to a subsidiary, or from one subsidiary to another,
or


 


(ii)        an
approved leave of absence for military service or sickness, or for any other purpose approved by the Company, if the Participant's
right to reemployment is guaranteed either by a statute or by contract or under the policy pursuant to which the leave of absence
was granted or if the Committee otherwise so provides in writing.


 


(e)       The
Committee may at any time, and from time to time, amend, modify or terminate the Plan or any outstanding Award held by a Participant,
including substituting therefore another Award of the same or a different type or changing the date of exercise or realization,
provided that the Participant's consent to each action shall be required unless the Committee determines that the action, taking
into account any related action, would not materially and adversely affect the Participant, and further provided that no amendment
increasing the number of shares subject to the Plan or decreasing the exercise price for any Option provided for under the Plan
may be effectuated without the approval of the shareholders of the Company; provided, however, that no such amendment or modification
will be effective if such amendment or modification would cause the Plan to fail to comply with the requirements of Rule 16b-3
under the Act or any successor or replacement regulation, to the extent than applicable to the Company. Notwithstanding the foregoing,
the Committee shall not reprice, adjust or amend the exercise price of any Award previously awarded to any Participant, directly
or indirectly, whether through amendment, cancellation and replacement grant, or any other means, nor shall the Committee have
any authority to adjust or amend any Award if any such amendment would cause the Award to fail to comply with or be exempt from
Section 409A


 


(f)       The
Committee may, in its sole discretion, terminate the Plan (in whole or in part) with respect to one or more Participants and distribute
to such affected Participants their vested interest in any Restricted Stock award in a lump sum as soon as reasonably practicable
following such termination, but if, and only if, (i) all nonqualified defined contribution deferred compensation plans maintained
by the Company and its Affiliates are terminated, (ii) no payments other than payments that would be payable under the terms of
the Plan if the termination had not occurred are made within twelve (12) months of the termination of the Plan, (iii) all payments
of the vested interest in Restricted Stock awards are made within twenty-four (24) months of the termination of the Plan, and (iv)
the Company acknowledges to the Participants that it will not adopt any new nonqualified defined contribution deferred compensation
plans at any time within five (5) years following the date of the termination of the Plan.


 


(g)       Tax
Withholding


 






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		(i)	In General.    The Company shall have the right to deduct from any and
all Awards made under the Plan, or to require the Participant, through payroll withholding, cash payment or otherwise, to make
adequate provision for, the federal, state, local and foreign taxes, if any, required by law to be withheld by the Company with
respect to an Award or the shares acquired pursuant thereto. The Company shall have no obligation to deliver shares of Stock, to
release shares of Stock from an escrow, or to make any payment in cash under the Plan until the Company’s tax withholding
obligations have been satisfied by the Participant.
	 	 	 
	 	(ii)	Withholding
in Shares.    The Company shall have the right, but not the obligation, to deduct from the shares of Stock
issuable to a Participant upon the exercise or settlement of an Award, or to accept from the Participant the tender of, a number
of whole shares of Stock having a Fair Market Value, as determined by the Company, equal to all or any part of the tax withholding
obligations of the Company. The Fair Market Value of any shares of Stock withheld or tendered to satisfy any such tax withholding
obligations shall not exceed the amount determined by the applicable maximum statutory withholding rates.



 


Section 11. Miscellaneous


 


(a)        No
person shall have any claim or right to be granted an Award, and the grant of an Award shall not be construed as giving a Participant
the right to continued employment or service on the Company's Board. The Company expressly reserves the right at any time to dismiss
a Participant free from any liability or claim under the Plan, except as expressly provided in the applicable Award.


 


(b)       Nothing
contained in the Plan shall prevent the Company from adopting other or additional compensation arrangements.


 


(c)       Subject
to the provisions of the applicable Award, no Participant shall have any rights as a shareholder (including, without limitation,
any rights to receive dividends, or non-cash distributions with respect to such shares) with respect to any shares of Common Stock
to be distributed under the Plan until he or she becomes the holder thereof.


 


(d)       Notwithstanding
anything to the contrary expressed in this Plan, any provisions hereof that vary from or conflict with any applicable Federal or
State securities laws (including any regulations promulgated thereunder) shall be deemed to be modified to conform to and comply
with such laws.


 


(e)       No
member of the Committee shall be liable for any action or determination taken or granted in good faith with respect to this Plan
nor shall any member of the Committee be liable for any agreement issued pursuant to this Plan or any grants under it. Each member
of the Committee shall be indemnified by the Company against any losses incurred in such administration of the Plan, unless his
action constitutes serious and willful misconduct.


 






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(f)       Awards
may not be granted under the Plan more than ten (10) years after approval of the Plan by the Company's shareholders, but then outstanding
Awards may extend beyond such date.


 


(g)       To
the extent that State laws shall not have been preempted by any laws of the United States, the Plan shall be construed, regulated,
interpreted and administered according to the other laws of the State of New York.


 


(h)       A
Participant in the Plan shall have no right to receive payment (in any form) with respect to his or her restricted Stock award
until legal and contractual obligations of the Company relating to establishment of the Plan and the making of such payments shall
have been complied with in full. In addition, the Company shall impose such restrictions on stock delivered to a Participant hereunder
and any other interest constituting a security as it may deem advisable in order to comply with the Securities Act of 1933, as
amended, the requirements of any stock exchange or automated quotation system upon which the stock is then listed or quoted, any
applicable state securities laws, any provision of the Company’s certificate of incorporation or bylaws, or any other law,
regulation, or binding contract to which the Company is a party.


 






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