Exhibit
10.37


 


CLEVER
LEAVES HOLDINGS INC.


 


2020
INCENTIVE AWARD PLAN


 


ARTICLE
1

PURPOSE


 


The
purpose of the Clever Leaves Holdings Inc. 2020 Incentive Award Plan (as it may be amended or restated from time to time, the
“Plan”) is to promote the success and enhance the value of Clever Leaves Holdings Inc. (the “Company”)
and its Subsidiaries and affiliates by linking the individual interests of the members of the Board, Employees, and Consultants
to those of Company shareholders and by providing such individuals with an incentive for outstanding performance to generate superior
returns to Company shareholders. The Plan is further intended to provide flexibility to the Company in its ability to motivate,
attract, and retain the services of members of the Board, Employees, and Consultants upon whose judgment, interest, and special
effort the successful conduct of the Company’s operation is largely dependent.


 


ARTICLE
2

DEFINITIONS AND CONSTRUCTION


 


Wherever
the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise.
The singular pronoun shall include the plural where the context so indicates.


 


2.1 “Administrator”
shall mean the entity that conducts the general administration of the Plan as provided in Article 11. With reference to the duties
of the Committee under the Plan which have been delegated to one or more persons pursuant to Section 11.6, or as to which the
Board has assumed, the term “Administrator” shall refer to such person(s) unless the Committee or the Board has revoked
such delegation or the Board has terminated the assumption of such duties.


 


2.2 “Applicable
Accounting Standards” shall mean Generally Accepted Accounting Principles in the United States, International Financial
Reporting Standards or such other accounting principles or standards as may apply to the Company’s financial statements
under United States federal securities laws from time to time.


 


2.3 “Applicable
Law” shall mean any applicable law, including without limitation: (a) provisions of the Code, the Securities Act, the
Exchange Act and any rules or regulations thereunder; (b) corporate, securities, tax or other laws, statutes, rules, requirements
or regulations, whether federal, state, local or foreign; and (c) rules of any securities exchange or automated quotation system
on which the Shares are listed, quoted or traded.


 


2.4 “Award”
shall mean an Option, a Share Appreciation Right, a Restricted Share award, a Restricted Share Unit award, an Other Share or Cash
Based Award or a Dividend Equivalent award, which may be awarded or granted under the Plan.


 


2.5 “Award
Agreement” shall mean any written notice, agreement, terms and conditions, contract or other instrument or document
evidencing an Award, including through electronic medium, which shall contain such terms and conditions with respect to an Award
as the Administrator shall determine consistent with the Plan.


 






    1


     


    

 


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


 


2.7 “Change
in Control” shall mean and includes each of the following:


 


		(a)	A
transaction or series of transactions (other than an offering of Shares to the general public through a registration statement
filed with the Securities and Exchange Commission) whereby any “person” or related “group” of “persons”
(as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) directly or indirectly acquires beneficial ownership
(within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) of securities of the Company possessing more than 50% of
the total combined voting power of the Company’s securities outstanding immediately after such acquisition; provided,
however, that the following acquisitions shall not constitute a Change in Control: (i) any acquisition by the Company or
any of its Subsidiaries or a “person” that, prior to such transaction, directly or indirectly controls, is controlled
by, or is under common control with, the Company; (ii) any acquisition by an employee benefit plan maintained by the Company or
any of its Subsidiaries; (iii) any acquisition which complies with Sections 2.7(c)(i), 2.7(c)(ii) or 2.7(c)(iii); or (iv) in respect
of an Award held by a particular Holder, any acquisition by the Holder or any group of persons including the Holder (or any entity
controlled by the Holder or any group of persons including the Holder); or



 


		(b)	The
Incumbent Directors cease for any reason to constitute a majority of the Board; or



 


		(c)	The
consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries)
of (x) a merger, consolidation, reorganization, or business combination, (y) a sale or other disposition of all or substantially
all of the Company’s assets in any single transaction or series of related transactions or (z) the acquisition of assets
or shares of another entity, in each case other than a transaction:



 


		(i)	which
results in the Company’s voting securities outstanding immediately before the transaction continuing to represent (either
by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction,
controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s
assets or otherwise succeeds to the business of the Company (the Company or such person, the “Successor Entity”))
directly or indirectly, at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities
immediately after the transaction, and



 


		(ii)	after
which no person or group beneficially owns voting securities representing 50% or more of the combined voting power of the Successor
Entity; provided, however, that no person or group shall be treated for purposes of this Section 2.7(c)(ii)
as beneficially owning 50% or more of the combined voting power of the Successor Entity solely as a result of the voting power
held in the Company prior to the consummation of the transaction; and



 






    2


     


    

 


		(iii)	after
which at least a majority of the members of the board of directors (or the analogous governing body) of the Successor Entity were
Board members at the time of the Board’s approval of the execution of the initial agreement providing for such transaction;
or



 


		(d)	The
date specified by the Board following approval by the Company’s shareholders of a plan of complete liquidation or dissolution
of the Company.



 


Notwithstanding
the foregoing, if a Change in Control constitutes a payment event with respect to any Award (or any portion of an Award) that
provides for the deferral of compensation that is subject to Section 409A, to the extent required to avoid the imposition of additional
taxes under Section 409A, the transaction or event described in subsection (a), (b), (c) or (d) with respect to such Award (or
portion thereof) shall only constitute a Change in Control for purposes of the payment timing of such Award if such transaction
also constitutes a “change in control event,” as defined in Treasury Regulation Section 1.409A-3(i)(5). The Administrator
shall have full and final authority, which shall be exercised in its sole discretion, to determine conclusively whether a Change
in Control has occurred pursuant to the above definition, the date of the occurrence of such Change in Control and any incidental
matters relating thereto; provided that any exercise of authority in conjunction with a determination of whether a Change in Control
is a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5) shall be consistent with such
regulation.


 


2.8 “Code”
shall mean the Internal Revenue Code of 1986, as amended from time to time, together with the regulations and official guidance
promulgated thereunder, whether issued prior or subsequent to the grant of any Award.


 


2.9 “Committee”
shall mean the Compensation Committee of the Board, or another committee or subcommittee of the Board or the Compensation Committee
of the Board described in Article 11 hereof.


 


2.10 “Company”
shall have the meaning set forth in Article 1.


 


2.11 “Consultant”
shall mean any consultant or adviser engaged to provide services to the Company or any Subsidiary who qualifies as a consultant
or advisor under the applicable rules of the Securities and Exchange Commission for registration of shares on a Form S-8 Registration
Statement.


 


2.12 “Director”
shall mean a member of the Board, as constituted from time to time.


 


2.13 “Director
Limit” shall have the meaning set forth in Section 4.6.


 






    3


     


    

 


2.14 “Dividend
Equivalent” shall mean a right to receive the equivalent value (in cash or Shares) of dividends paid on Shares, awarded
under Section 9.2.


 


2.15 “DRO”
shall mean a “domestic relations order” as defined by the Code or Title I of the Employee Retirement Income Security
Act of 1974, as amended from time to time, or the rules thereunder.


 


2.16 “Effective
Date” shall mean the date the Plan is adopted by the Board, subject to approval by the Company’s shareholders.


 


2.17 “Eligible
Individual” shall mean any person who is an Employee, a Consultant or a Non-Employee Director, as determined by the
Administrator.


 


2.18 “Employee”
shall mean any officer or other employee (as determined in accordance with Section 3401(c) of the Code and the Treasury Regulations
thereunder) of the Company or of any Subsidiary.


 


2.19 “Equity
Restructuring” shall mean a nonreciprocal transaction between the Company and its shareholders, such as a share dividend,
share split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend, that affects the number
or kind of Shares (or other securities of the Company) or the share price of Shares (or other securities) and causes a change
in the per-share value of the Shares underlying outstanding Awards.


 


2.20 “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.


 


2.21 “Expiration
Date” shall have the meaning given to such term in Section 12.1(c).


 


2.22 “Fair
Market Value” shall mean, as of any given date, the value of a Share determined as follows:


 


		(a)	If
the Shares are (i) listed on any established securities exchange (such as the New York Stock Exchange, the Nasdaq Capital Market,
the Nasdaq Global Market and the Nasdaq Global Select Market), (ii) listed on any national market system or (iii) quoted or traded
on any automated quotation system, its Fair Market Value shall be the closing sales price for a Share as quoted on such exchange
or system for such date or, if there is no closing sales price for a Share on the date in question, the closing sales price for
a Share on the last preceding date for which such quotation exists, as reported in The Wall Street Journal or such other
source as the Administrator deems reliable;



 


		(b)	If
the Shares are not listed on an established securities exchange, national market system or automated quotation system, but the
Shares are regularly quoted by a recognized securities dealer, its Fair Market Value shall be the mean of the high bid and low
asked prices for such date or, if there are no high bid and low asked prices for a Share on such date, the high bid and low asked
prices for a Share on the last preceding date for which such information exists, as reported in The Wall Street Journal
or such other source as the Administrator deems reliable; or



 


		(c)	If
the Shares are neither listed on an established securities exchange, national market system or automated quotation system nor
regularly quoted by a recognized securities dealer, its Fair Market Value shall be established by the Administrator in its discretion.



 






    4


     


    

 


2.23 “Greater
Than 10% Shareholder” shall mean an individual then owning (within the meaning of Section 424(d) of the Code) more than
10% of the total combined voting power of all classes of shares of the Company or any subsidiary corporation (as defined in Section
424(f) of the Code) or parent corporation thereof (as defined in Section 424(e) of the Code).


 


2.24 “Holder”
shall mean a person who has been granted an Award.


 


2.25 “Incentive
Stock Option” shall mean an Option that is intended to qualify as an incentive stock option and conforms to the applicable
provisions of Section 422 of the Code.


 


2.26 “Incumbent
Directors’ shall mean for any period of 12 consecutive months, individuals who, at the beginning of such period, constitute
the Board together with any new Director(s) (other than a Director designated by a person who shall have entered into an agreement
with the Company to effect a transaction described in Section 2.7(a) or 2.7(c)) whose election or nomination for election to the
Board was approved by a vote of at least a majority (either by a specific vote or by approval of the proxy statement of the Company
in which such person is named as a nominee for Director without objection to such nomination) of the Directors then still in office
who either were Directors at the beginning of the 12-month period or whose election or nomination for election was previously
so approved. No individual initially elected or nominated as a director of the Company as a result of an actual or threatened
election contest with respect to Directors or as a result of any other actual or threatened solicitation of proxies by or on behalf
of any person other than the Board shall be an Incumbent Director.


 


2.27 “Non-Employee
Director” shall mean a Director of the Company who is not an Employee.


 


2.28 “Non-Qualified
Stock Option” shall mean an Option that is not an Incentive Stock Option or which is designated as an Incentive Stock
Option but does not meet the applicable requirements of Section 422 of the Code.


 


2.29 “Option”
shall mean a right to purchase Shares at a specified exercise price, granted under Article 5. An Option shall be either a Non-Qualified
Stock Option or an Incentive Stock Option; provided, however, that Options granted to Non-Employee Directors and
Consultants shall only be Non-Qualified Stock Options.


 


2.30 “Option
Term” shall have the meaning set forth in Section 5.4.


 


2.31 “Organizational
Documents” shall mean, collectively, (a) the Company’s certificate of incorporation, notice of articles and articles
or other similar organizational documents relating to the creation and governance of the Company, and (b) the Committee’s
charter or other similar organizational documentation relating to the creation and governance of the Committee.


 


2.32 “Other
Share or Cash Based Award” shall mean a cash payment, cash bonus award, share payment, share bonus award, performance
award or incentive award that is paid in cash, Shares or a combination of both, awarded under Section 9.1, which may include,
without limitation, deferred shares, deferred share units, performance awards, retainers, committee fees, and meeting-based fees.


 






    5


     


    

 


2.33 “Permitted
Transferee” shall mean, with respect to a Holder, any “family member” of the Holder, as defined in the General
Instructions to Form S-8 Registration Statement under the Securities Act (or any successor form thereto), or any other transferee
specifically approved by the Administrator after taking into account Applicable Law.


 


2.34 “Plan”
shall have the meaning set forth in Article 1.


 


2.35 “Program”
shall mean any program adopted by the Administrator pursuant to the Plan containing the terms and conditions intended to govern
a specified type of Award granted under the Plan and pursuant to which such type of Award may be granted under the Plan.


 


2.36 “Restricted
Share Units” shall mean the right to receive Shares awarded under Article 8.


 


2.37 “Restricted
Shares” shall mean Shares awarded under Article 7 that are subject to certain restrictions and may be subject to risk
of forfeiture or repurchase.


 


2.38 “SAR
Term” shall have the meaning set forth in Section 5.4.


 


2.39 “Section
409A” shall mean Section 409A of the Code and the Department of Treasury regulations and other interpretive guidance
issued thereunder, including, without limitation, any such regulations or other guidance that may be issued after the Effective
Date.


 


2.40 “Securities
Act” shall mean the Securities Act of 1933, as amended.


 


2.41 “Share
Appreciation Right” shall mean an Award entitling the Holder (or other person entitled to exercise pursuant to the Plan)
to exercise all or a specified portion thereof (to the extent then exercisable pursuant to its terms) and to receive from the
Company an amount determined by multiplying (a) the difference obtained by subtracting (i) the exercise price per share of such
Award from (ii) the Fair Market Value on the date of exercise of such Award by (b) the number of Shares with respect to which
such Award shall have been exercised, subject to any limitations the Administrator may impose.


 


2.42 “Shares”
shall mean the common shares of the Company without par value.


 


2.43 “Subsidiary”
shall mean any entity (other than the Company), whether domestic or foreign, in an unbroken chain of entities beginning with the
Company if each of the entities other than the last entity in the unbroken chain beneficially owns, at the time of the determination,
securities or interests representing at least fifty percent (50%) of the total combined voting power of all classes of securities
or interests in one of the other entities in such chain.


 


2.44 “Substitute
Award” shall mean an Award granted under the Plan in connection with a corporate transaction, such as a merger, combination,
consolidation or acquisition of property or shares, in any case, upon the assumption of, or in substitution for, outstanding equity
awards previously granted by a company or other entity; provided, however, that in no event shall the term “Substitute
Award” be construed to refer to an award made in connection with the cancellation and repricing of an Option or Share Appreciation
Right.


 






    6


     


    

 


2.45 “Termination
of Service” shall mean the date the Holder ceases to be an Eligible Individual.


 


The
Administrator, in its sole discretion, shall determine the effect of all matters and questions relating to any Termination of
Service, including, without limitation, whether a Termination of Service has occurred, whether a Termination of Service resulted
from a discharge for cause and all questions of whether particular leaves of absence constitute a Termination of Service; provided,
however, that, with respect to Incentive Stock Options, unless the Administrator otherwise provides in the terms of any
Program, Award Agreement or otherwise, or as otherwise required by Applicable Law, a leave of absence, change in status from an
employee to an independent contractor or other change in the employee-employer relationship shall constitute a Termination of
Service only if, and to the extent that, such leave of absence, change in status or other change interrupts employment for the
purposes of Section 422(a)(2) of the Code and the then-applicable regulations and revenue rulings under said Section. For purposes
of the Plan, a Holder’s employee-employer relationship or consultancy relations shall be deemed to be terminated in the
event that the Subsidiary employing or contracting with such Holder ceases to remain a Subsidiary following any merger, sale of
shares or other corporate transaction or event (including, without limitation, a spin-off).


 


ARTICLE
3

SHARES SUBJECT TO THE PLAN


3.1 Number
of Shares.


 





		(a)	Subject
to Sections 3.1(b) and 12.2 the aggregate number of Shares which may be issued or transferred pursuant to Awards under the Plan
is 2,813,215, all of which
may be issued in the form of Incentive Stock Options. Any Shares distributed pursuant to an Award may consist, in whole or in
part, of authorized and unissued Shares, treasury Shares or Shares purchased on the open market.












 


		(b)	If
any Shares subject to an Award are forfeited or expire, are converted to shares of another person in connection with a recapitalization,
reorganization, merger, consolidation, split-up, spin-off, combination, exchange of shares or other similar event, or such Award
is settled for cash (in whole or in part) (including Shares repurchased by the Company under Section 7.4 at the same price paid
by the Holder), the Shares subject to such Award shall, to the extent of such forfeiture, expiration, conversion or cash settlement,
again be available for future grants of Awards under the Plan. Notwithstanding anything to the contrary contained herein, the
following Shares shall not be added to the Shares authorized for grant under Section 3.1(a) and shall not be available for future
grants of Awards: (i) Shares tendered by a Holder or withheld by the Company in payment of the exercise price of an Option; (ii)
Shares tendered by the Holder or withheld by the Company to satisfy any tax withholding obligation with respect to an Award; (iii)
Shares subject to a Share Appreciation Right or other share-settled Award (including Awards that may be settled in cash or stock)
that are not issued in connection with the settlement or exercise, as applicable, of the Share Appreciation Right or other share-settled
Award; and (iv) Shares purchased on the open market by the Company with the cash proceeds received from the exercise of Options.
Any Shares repurchased by the Company under Section 7.4 at the same price paid by the Holder so that such Shares are returned
to the Company shall again be available for Awards. The payment of Dividend Equivalents in cash in conjunction with any outstanding
Awards shall not be counted against the Shares available for issuance under the Plan. Notwithstanding the provisions of this Section
3.1(b), no Shares may again be optioned, granted or awarded if such action would cause an Incentive Stock Option to fail to qualify
as an incentive stock option under Section 422 of the Code.



 






    7


     


    

 


		(c)	Substitute
Awards may be granted on such terms as the Administrator deems appropriate, notwithstanding limitations on Awards in the Plan.
Substitute Awards shall not reduce the Shares authorized for grant under the Plan, except as may be required by reason of Section
422 of the Code, and Shares subject to such Substitute Awards shall not be added to the Shares available for Awards under the
Plan as provided in Section 3.1(b) above. Additionally, in the event that a company acquired by the Company or any Subsidiary
or with which the Company or any Subsidiary combines has shares available under a pre-existing plan approved by its shareholders
and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such
pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or
formula used in such acquisition or combination to determine the consideration payable to the holders of common shares of the
entities party to such acquisition or combination) may subject to Applicable Law, be used for Awards under the Plan and shall
not reduce the Shares authorized for grant under the Plan (and Shares subject to such Awards shall not be added to the Shares
available for Awards under the Plan as provided in Section 3.1(b) above); provided that Awards using such available Shares
shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition
or combination, and shall only be made to individuals who were not employed by or providing services to the Company or its Subsidiaries
immediately prior to such acquisition or combination.



 


ARTICLE
4

GRANTING OF AWARDS


4.1 Participation.
The Administrator may, from time to time, select from among all Eligible Individuals, those to whom an Award shall be granted
and shall determine the nature and amount of each Award, which shall not be inconsistent with the requirements of the Plan. No
Eligible Individual or other person shall have any right to be granted an Award pursuant to the Plan and neither the Company nor
the Administrator is obligated to treat Eligible Individuals, Holders or any other persons uniformly. Participation by each Holder
in the Plan shall be voluntary and nothing in the Plan or any Program shall be construed as mandating that any Eligible Individual
or other person shall participate in the Plan.


 






    8


     


    

 


4.2 Award
Agreement. Each Award shall be evidenced by an Award Agreement that sets forth the terms, conditions and limitations for such
Award as determined by the Administrator in its sole discretion (consistent with the requirements of the Plan and any applicable
Program). Award Agreements evidencing Incentive Stock Options shall contain such terms and conditions as may be necessary to meet
the applicable provisions of Section 422 of the Code.


 


4.3 Limitations
Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan, the Plan, and any Award granted or awarded
to any individual who is then subject to Section 16 of the Exchange Act, shall be subject to any additional limitations set forth
in any applicable exemptive rule under Section 16 of the Exchange Act (including Rule 16b-3 of the Exchange Act and any amendments
thereto) that are requirements for the application of such exemptive rule. To the extent permitted by Applicable Law, the Plan
and Awards granted or awarded hereunder shall be deemed amended to the extent necessary to conform to such applicable exemptive
rule.


 


4.4 At-Will
Service. Nothing in the Plan or in any Program or Award Agreement hereunder shall confer upon any Holder any right to continue
in the employ of, or as a Director or Consultant for, the Company or any Subsidiary, or shall interfere with or restrict in any
way the rights of the Company and any Subsidiary, which rights are hereby expressly reserved, to discharge any Holder at any time
for any reason whatsoever, with or without cause, and with or without notice, or to terminate or change all other terms and conditions
of employment or engagement, except to the extent expressly provided otherwise in a written agreement between the Holder and the
Company or any Subsidiary.


 


4.5 Foreign
Holders. Notwithstanding any provision of the Plan or applicable Program to the contrary, in order to comply with the laws
in countries other than the United States in which the Company and its Subsidiaries operate or have Employees, Non-Employee Directors
or Consultants, or in order to comply with the requirements of any foreign securities exchange or other Applicable Law, the Administrator,
in its sole discretion, shall have the power and authority to: (a) determine which Subsidiaries shall be covered by the Plan;
(b) determine which Eligible Individuals outside the United States are eligible to participate in the Plan; (c) modify the terms
and conditions of any Award granted to Eligible Individuals outside the United States to comply with Applicable Law (including,
without limitation, applicable foreign laws or listing requirements of any foreign securities exchange); (d) establish subplans
and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable; provided,
however, that no such subplans and/or modifications shall increase the share limitation contained in Section 3.1 or the
Director Limit; and (e) take any action, before or after an Award is made, that it deems advisable to obtain approval or comply
with any necessary local governmental regulatory exemptions or approvals or listing requirements of any foreign securities exchange.


 


4.6 Non-Employee
Director Limit. Notwithstanding any provision to the contrary in the Plan, the grant date fair value (determined as of the
grant date in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any successor
thereto) of equity-based Awards granted to a Non-Employee Director as compensation for services as a Non-Employee Director during
any calendar year under the Plan and the Clever Leaves Holdings Inc. 2020 Earnout Award Plan shall not exceed $300,000 in the
aggregate (the “Director Limit”).


 






    9


     


    

 


ARTICLE
5

GRANTING OF OPTIONS AND SHARE APPRECIATION RIGHTS


 


5.1 Granting
of Options and Share Appreciation Rights to Eligible Individuals. The Administrator is authorized to grant Options and Share
Appreciation Rights to Eligible Individuals from time to time, in its sole discretion, on such terms and conditions as it may
determine, which shall not be inconsistent with the Plan.


 


5.2 Qualification
of Incentive Stock Options. The Administrator may grant Options intended to qualify as Incentive Stock Options only to employees
of the Company, any of the Company’s present or future “parent corporations” or “subsidiary corporations”
as defined in Sections 424(e) or (f) of the Code, respectively, and any other entities the employees of which are eligible to
receive Incentive Stock Options under the Code. No person who qualifies as a Greater Than 10% Shareholder may be granted an Incentive
Stock Option unless such Incentive Stock Option conforms to the applicable provisions of Section 422 of the Code. To the extent
that the aggregate fair market value of shares with respect to which “incentive stock options” (within the meaning
of Section 422 of the Code, but without regard to Section 422(d) of the Code) are exercisable for the first time by a Holder during
any calendar year under the Plan, and all other plans of the Company and any parent corporation or subsidiary corporation thereof
(as defined in Section 424(e) and 424(f) of the Code, respectively), exceeds $100,000, the Options shall be treated as Non-Qualified
Stock Options to the extent required by Section 422 of the Code. The rule set forth in the immediately preceding sentence shall
be applied by taking Options and other “incentive stock options” into account in the order in which they were granted
and the fair market value of shares shall be determined as of the time the respective options were granted. Any interpretations
and rules under the Plan with respect to Incentive Stock Options shall be consistent with the provisions of Section 422 of the
Code. Neither the Company nor the Administrator shall have any liability to a Holder, or any other person, (a) if an Option (or
any part thereof) which is intended to qualify as an Incentive Stock Option fails to qualify as an Incentive Stock Option or (b)
for any action or omission by the Company or the Administrator that causes an Option not to qualify as an Incentive Stock Option,
including without limitation, the conversion of an Incentive Stock Option to a Non-Qualified Stock Option or the grant of an Option
intended as an Incentive Stock Option that fails to satisfy the requirements under the Code applicable to an Incentive Stock Option.


 


5.3 Option
and Share Appreciation Right Exercise Price. The exercise price per Share subject to each Option and Share Appreciation Right
shall be set by the Administrator, but, for any such Award granted to a Holder subject to taxation in the United States, shall
not be less than 100% of the Fair Market Value of a Share on the date the Option or Share Appreciation Right, as applicable, is
granted (or, as to Incentive Stock Options, on the date the Option is modified, extended or renewed for purposes of Section 424(h)
of the Code). In addition, in the case of Incentive Stock Options granted to a Greater Than 10% Shareholder, such price shall
not be less than 110% of the Fair Market Value of a Share on the date the Option is granted (or the date the Option is modified,
extended or renewed for purposes of Section 424(h) of the Code). Notwithstanding the foregoing, in the case of an Option or Share
Appreciation Right that is a Substitute Award, the exercise price per share of the Shares subject to such Option or Share Appreciation
Right, as applicable, may be less than the Fair Market Value per share on the date of grant for the applicable Holder (whether
or not such Holder is subject to taxation in the United States); provided that the exercise price of any Substitute Award
shall be determined in accordance with the applicable requirements of Section 424 and 409A of the Code.


 






    10


     


    

 


5.4 Option
and SAR Term. The term of each Option (the “Option Term”) and the term of each Share Appreciation Right
(the “SAR Term”) shall be set by the Administrator in its sole discretion; provided, however,
that the Option Term or SAR Term, as applicable, shall not be more than (a) ten (10) years from the date the Option or Share Appreciation
Right, as applicable, is granted to an Eligible Individual (other than, in the case of Incentive Stock Options, a Greater Than
10% Shareholder), or (b) five (5) years from the date an Incentive Stock Option is granted to a Greater Than 10% Shareholder.
Except as limited by the requirements of Section 409A or Section 422 of the Code and regulations and rulings thereunder or the
first sentence of this Section 5.4 and without limiting the Company’s rights under Section 10.7, the Administrator may extend
the Option Term of any outstanding Option or the SAR Term of any outstanding Share Appreciation Right, and may extend the time
period during which vested Options or Share Appreciation Rights may be exercised, in connection with any Termination of Service
of the Holder or otherwise, and may amend, subject to Section 10.7 and 12.1, any other term or condition of such Option or Share
Appreciation Right relating to such Termination of Service of the Holder or otherwise.


 


5.5 Option
and SAR Vesting. The period during which the right to exercise, in whole or in part, an Option or Share Appreciation Right
vests in the Holder shall be set by the Administrator and set forth in the applicable Award Agreement. Notwithstanding the foregoing
and unless determined otherwise by the Administrator, in the event that on the last business day of the term of an Option or Share
Appreciation Right (other than an Incentive Stock Option) (a) the exercise of the Option or Share Appreciation Right is prohibited
by Applicable Law, as determined by the Administrator, or (b) Shares may not be purchased or sold by the applicable Holder due
to any Company insider trading policy (including blackout periods) or a “lock-up” agreement undertaken in connection
with an issuance of securities by the Company, then in either case the term of the Option or Share Appreciation Right shall be
extended until the date that is thirty (30) days after the end of the legal prohibition, black-out period or lock-up agreement,
as determined by the Administrator; provided, however, in no event shall the extension last beyond the term of the
applicable Option or Share Appreciation Right. Unless otherwise determined by the Administrator in the Award Agreement, the applicable
Program or by action of the Administrator following the grant of the Option or Share Appreciation Right, (a) no portion of an
Option or Share Appreciation Right which is unexercisable at a Holder’s Termination of Service shall thereafter become exercisable
and (b) the portion of an Option or Share Appreciation Right that is exercisable at a Holder’s Termination of Service
shall automatically expire thirty (30) days following such Termination of Service.


 






    11


     


    

 


5.6 Substitution
of Share Appreciation Rights; Early Exercise of Options. The Administrator may provide in the applicable Program or Award
Agreement evidencing the grant of an Option that the Administrator, in its sole discretion, shall have the right to substitute
a Share Appreciation Right for such Option at any time prior to or upon exercise of such Option; provided that such Share
Appreciation Right shall be exercisable with respect to the same number of Shares for which such substituted Option would have
been exercisable, and shall also have the same exercise price, vesting schedule and remaining term as the substituted Option.
The Administrator may provide in the terms of an Award Agreement that the Holder may exercise an Option in whole or in part prior
to the full vesting of the Option in exchange for unvested Restricted Shares with respect to any unvested portion of the Option
so exercised. Restricted Shares acquired upon the exercise of any unvested portion of an Option shall be subject to such terms
and conditions as the Administrator shall determine.


 


ARTICLE
6

EXERCISE OF OPTIONS AND SHARE APPRECIATION RIGHTS


 


6.1 Exercise
and Payment. An exercisable Option or Share Appreciation Right may be exercised in whole or in part. However, unless the Administrator
otherwise determines, an Option or Share Appreciation Right shall not be exercisable with respect to fractional Shares and the
Administrator may require that, by the terms of the Option or Share Appreciation Right, a partial exercise must be with respect
to a minimum number of Shares. Payment of the amounts payable with respect to Options and Share Appreciation Rights pursuant to
this Article 6 shall be in cash, Shares (based on its Fair Market Value as of the date the Option or Share Appreciation Right
is exercised), or a combination of both, as determined by the Administrator.


 


6.2 Manner
of Exercise. All or a portion of an exercisable Option or Share Appreciation Right shall be deemed exercised upon delivery
of all of the following to the Secretary of the Company, the share plan administrator of the Company or such other person designated
by the Administrator, or his, her or its office, as applicable:


 


		(a)	A
written or electronic notice complying with the applicable rules established by the Administrator stating that the Option or Share
Appreciation Right, or a portion thereof, is exercised. The notice shall be signed or otherwise acknowledged electronically by
the Holder or other person then entitled to exercise the Option or Share Appreciation Right or such portion thereof;



 


		(b)	Such
representations and documents as the Administrator, in its sole discretion, deems necessary or advisable to effect compliance
with Applicable Law.



 


		(c)	In
the event that the Option shall be exercised pursuant to Section 10.3 by any person or persons other than the Holder, appropriate
proof of the right of such person or persons to exercise the Option or Share Appreciation Right, as determined in the sole discretion
of the Administrator; and



 






    12


     


    

 


		(d)	Full
payment of the exercise price and applicable withholding taxes for the Shares with respect to which the Option or Share Appreciation
Right, or portion thereof, is exercised, in a manner permitted by the Administrator in accordance with Sections 10.1 and 10.2.



 


6.3 Notification
Regarding Disposition. The Holder shall give the Company prompt written or electronic notice of any disposition or other transfer
of Shares acquired by exercise of an Incentive Stock Option which occurs within (a) two years from the date of granting (including
the date the Option is modified, extended or renewed for purposes of Section 424(h) of the Code) such Option to such Holder, or
(b) one year after the date of transfer of such Shares to such Holder. Such notice shall specify the date of such disposition
or other transfer and the amount realized, in cash, other property, assumption of indebtedness or other consideration, by the
Holder in such disposition or other transfer.


 


ARTICLE
7

AWARD OF RESTRICTED SHARES


 


7.1 Award
of Restricted Shares. The Administrator is authorized to grant Restricted Shares, or the right to purchase Restricted Shares
to Eligible Individuals, and shall determine the terms and conditions, including the restrictions applicable to each award of
Restricted Shares, which terms and conditions shall not be inconsistent with the Plan or any applicable Program, and may impose
such conditions on the issuance of such Restricted Shares as it deems appropriate. The Administrator shall establish the purchase
price, if any, and form of payment for Restricted Shares; provided, however, that if a purchase price is charged,
such purchase price shall be no less than the par value, if any, of the Shares to be purchased, unless otherwise permitted by
Applicable Law. In all cases, legal consideration shall be required for each issuance of Restricted Shares to the extent required
by Applicable Law.


 


7.2 Rights
as Shareholders. Subject to Section 7.4, upon issuance of Restricted Shares, the Holder shall have, unless otherwise provided
by the Administrator, all of the rights of a shareholder with respect to said Shares, subject to the restrictions in the Plan,
any applicable Program and/or the applicable Award Agreement, including the right to vote and the right to receive all dividends
and other distributions paid or made with respect to the Shares to the extent such dividends and other distributions have a record
date that is on or after the date on which the Holder to whom such Shares are granted becomes the record holder of such Restricted
Shares; provided, however, that, in the sole discretion of the Administrator, any extraordinary distributions with
respect to the Shares may be subject to the restrictions set forth in Section 7.3. In addition, notwithstanding anything to the
contrary herein, with respect to a Restricted Share, dividends which are paid prior to vesting shall only be paid out to the Holder
to the extent that the Restricted Share vests.


 


7.3 Restrictions.
All Restricted Shares (including any shares received by Holders thereof with respect to Restricted Shares as a result of share
dividends, share splits or any other form of recapitalization) shall be subject to such restrictions and vesting requirements
as the Administrator shall provide in the applicable Program or Award Agreement. By action taken after the Restricted Shares are
issued, the Administrator may, on such terms and conditions as it may determine to be appropriate, accelerate the vesting of such
Restricted Shares by removing any or all of the restrictions imposed by the terms of the applicable Program or Award Agreement.


 






    13


     


    

 


7.4 Repurchase
or Forfeiture of Restricted Shares. Except as otherwise determined by the Administrator, if no price was paid by the Holder
for the Restricted Shares, upon a Termination of Service during the applicable restriction period, the Holder’s rights in
unvested Restricted Shares then subject to restrictions shall lapse, and such Restricted Shares shall be surrendered to the Company
and cancelled without consideration on the date of such Termination of Service. If a price was paid by the Holder for the Restricted
Shares, upon a Termination of Service during the applicable restriction period, the Company shall have the right to repurchase
from the Holder the unvested Restricted Shares then subject to restrictions at a cash price per share equal to the price paid
by the Holder for such Restricted Shares or such other amount as may be specified in the applicable Program or Award Agreement.
Notwithstanding the foregoing, the Administrator, in its sole discretion, may provide that upon certain events, including, without
limitation, the Holder’s death, retirement or disability or any other specified Termination of Service or any other event,
the Holder’s rights in unvested Restricted Shares then subject to restrictions shall not lapse, such Restricted Shares shall
vest and cease to be forfeitable and, if applicable, the Company shall cease to have a right of repurchase.


 


7.5 Section
83(b) Election. If a Holder makes an election under Section 83(b) of the Code to be taxed with respect to the Restricted Shares
as of the date of transfer of the Restricted Shares rather than as of the date or dates upon which the Holder would otherwise
be taxable under Section 83(a) of the Code, the Holder shall be required to deliver a copy of such election to the Company promptly
after filing such election with the Internal Revenue Service along with proof of the timely filing thereof with the Internal Revenue
Service.


 


ARTICLE
8


AWARD
OF RESTRICTED SHARE UNITS


 


8.1 Grant
of Restricted Share Units. The Administrator is authorized to grant Awards of Restricted Share Units to any Eligible Individual
selected by the Administrator in such amounts and subject to such terms and conditions as determined by the Administrator. A Holder
will have no rights of a shareholder with respect to Shares subject to any Restricted Share Unit unless and until the Shares are
delivered in settlement of the Restricted Share Unit.


 


8.2 Vesting
of Restricted Share Units. At the time of grant, the Administrator shall specify the date or dates on which the Restricted
Share Units shall become fully vested and nonforfeitable, and may specify such conditions to vesting as it deems appropriate.


 


8.3 Maturity
and Payment. At the time of grant, the Administrator shall specify the maturity date applicable to each grant of Restricted
Share Units, which shall be no earlier than the vesting date or dates of the Award and may be determined at the election of the
Holder (if permitted by the applicable Award Agreement); provided that, except as otherwise determined by the Administrator,
and subject to compliance with Section 409A, in no event shall the maturity date relating to each Restricted Share Unit occur
following the later of (a) the 15th day of the third month following the end of the calendar year in which the applicable portion
of the Restricted Share Unit vests; and (b) the 15th day of the third month following the end of the Company’s fiscal year
in which the applicable portion of the Restricted Share Unit vests. On the maturity date, the Company shall, in accordance with
the applicable Award Agreement and subject to Section 10.4(f), transfer to the Holder one unrestricted, fully transferable Share
for each Restricted Share Unit scheduled to be paid out on such date and not previously forfeited, or in the sole discretion of
the Administrator, an amount in cash equal to the Fair Market Value of such Shares on the maturity date or a combination of cash
and Shares as determined by the Administrator.


 






    14


     


    

 


8.4 Payment
upon Termination of Service. An Award of Restricted Share Units shall be payable only while the Holder is an Employee, a Consultant
or a member of the Board, as applicable; provided, however, that the Administrator, in its sole discretion, may
provide (in an Award Agreement or otherwise) that a Restricted Share Unit award may be paid subsequent to a Termination of Service
in certain events, including the Holder’s death, retirement or disability or any other specified Termination of Service.


 


ARTICLE
9

AWARD OF OTHER SHARE OR CASH BASED AWARDS AND DIVIDEND EQUIVALENTS


 


9.1 Other
Share or Cash Based Awards. The Administrator is authorized to grant Other Share or Cash Based Awards, including awards entitling
a Holder to receive Shares or cash to be delivered immediately or in the future, to any Eligible Individual. Subject to the provisions
of the Plan and any applicable Program, the Administrator shall determine the terms and conditions of each Other Share or Cash
Based Award, including the term of the Award, any exercise or purchase price, performance goals, transfer restrictions, vesting
conditions and other terms and conditions applicable thereto, which shall be set forth in the applicable Award Agreement. Other
Share or Cash Based Awards may be paid in cash, Shares, or a combination of cash and Shares, as determined by the Administrator,
and may be available as a form of payment in the settlement of other Awards granted under the Plan, as stand-alone payments, as
a part of a bonus, deferred bonus, deferred compensation or other arrangement, and/or as payment in lieu of compensation to which
an Eligible Individual is otherwise entitled.


 


9.2 Dividend
Equivalents. Dividend Equivalents may be granted by the Administrator, either alone or in tandem with another Award, based
on dividends declared on the Shares, to be credited as of dividend payment dates during the period between the date the Dividend
Equivalents are granted to a Holder and the date such Dividend Equivalents terminate or expire, as determined by the Administrator.
Such Dividend Equivalents shall be converted to cash or additional Shares by such formula and at such time and subject to such
restrictions and limitations as may be determined by the Administrator. In addition, Dividend Equivalents with respect to an Award
that are based on dividends paid prior to the vesting of such Award shall only be paid out to the Holder to the extent that the
vesting conditions are subsequently satisfied and the Award vests. Notwithstanding the foregoing, no Dividend Equivalents shall
be payable with respect to Options or Share Appreciation Rights.


 






    15


     


    

 


ARTICLE
10


ADDITIONAL
TERMS OF AWARDS


 


10.1 Payment.
The Administrator shall determine the method or methods by which payments by any Holder with respect to any Awards granted under
the Plan shall be made, including, without limitation: (a) cash, wire transfer of immediately available funds or check, (b) Shares,
including, without limitation, (i) in the case of payment of the exercise price of an Award, Shares issuable pursuant to the exercise
of the Award or (ii) Shares held for such minimum period of time as may be established by the Administrator, in each case having
a Fair Market Value on the date of delivery equal to the aggregate payments required, (c) delivery of a written or electronic
notice that the Holder has placed a market sell order with a broker acceptable to the Company with respect to Shares then issuable
upon exercise or vesting of an Award, and that the broker has been directed to pay a sufficient portion of the net proceeds of
the sale to the Company in satisfaction of the aggregate payments required; provided that payment of such proceeds is then
made to the Company upon settlement of such sale, (d) other form of legal consideration acceptable to the Administrator in its
sole discretion, or (e) any combination of the above permitted forms of payment. Notwithstanding any other provision of the Plan
to the contrary, no Holder who is a Director or an “executive officer” of the Company within the meaning of Section
13(k) of the Exchange Act shall be permitted to make payment with respect to any Awards granted under the 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.


 


10.2 Tax
Withholding. The Company or any Subsidiary shall have the authority and the right to deduct or withhold, or require a Holder
to remit to the Company, an amount sufficient to satisfy federal, state, local and foreign taxes (including the Holder’s
FICA, employment tax or other social security contribution obligation) required by law to be withheld with respect to any taxable
event concerning a Holder arising as a result of the Plan or any Award. The Administrator may, in its sole discretion and in satisfaction
of the foregoing requirement, or in satisfaction of such additional withholding obligations as a Holder may have elected, allow
a Holder to satisfy such obligations by any payment means described in Section 10.1 hereof, including without limitation, by allowing
such Holder to elect to have the Company or any Subsidiary withhold Shares otherwise issuable under an Award (or allow the surrender
of Shares). The number of Shares that may be so withheld or surrendered shall be limited to the number of Shares that have a fair
market value on the date of withholding or repurchase no greater than the aggregate amount of such liabilities based on the maximum
statutory withholding rates in such Holder’s applicable jurisdiction for federal, state, local and foreign income tax and
payroll tax purposes that are applicable to such taxable income. The Administrator shall determine the fair market value of the
Shares, consistent with applicable provisions of the Code, for tax withholding obligations due in connection with a broker-assisted
cashless Option or Share Appreciation Right exercise involving the sale of Shares to pay the Option or Share Appreciation Right
exercise price or any tax withholding obligation.


 


10.3 Transferability
of Awards.


 


		(a)	Except
as otherwise provided in Sections 10.3(b) and 10.3(c):



 


		(i)	No
Award under the Plan may be sold, pledged, assigned or transferred in any manner other than (A) by will or the laws of descent
and distribution or (B) subject to the consent of the Administrator, pursuant to a DRO, unless and until such Award has been exercised
or the Shares underlying such Award have been issued, and all restrictions applicable to such Shares have lapsed;



 


		(ii)	No
Award or interest or right therein shall be liable for or otherwise subject to the debts, contracts or engagements of the Holder
or the Holder’s successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge,
hypothecation, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation
of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy) unless and
until such Award has been exercised, or the Shares underlying such Award have been issued, and all restrictions applicable to
such Shares have lapsed, and any attempted disposition of an Award prior to satisfaction of these conditions shall be null and
void and of no effect, except to the extent that such disposition is permitted by Section 10.3(a)(i); and



 


		(iii)	During
the lifetime of the Holder, only the Holder may exercise any exercisable portion of an Award granted to such Holder under the
Plan, unless it has been disposed of pursuant to a DRO. After the death of the Holder, any exercisable portion of an Award may,
prior to the time when such portion becomes unexercisable under the Plan or the applicable Program or Award Agreement, be exercised
by the Holder’s personal representative or by any person empowered to do so under the deceased Holder’s will or under
the then-applicable laws of descent and distribution.



 


		(b)	Notwithstanding
Section 10.3(a), the Administrator, in its sole discretion, may determine to permit a Holder or a Permitted Transferee of such
Holder to transfer an Award other than an Incentive Stock Option (unless such Incentive Stock Option is intended to become a Non-Qualified
Stock Option) to any one or more Permitted Transferees of such Holder, subject to the following terms and conditions: (i) an Award
transferred to a Permitted Transferee shall not be assignable or transferable by the Permitted Transferee other than (A) to another
Permitted Transferee of the applicable Holder or (B) by will or the laws of descent and distribution or, subject to the consent
of the Administrator, pursuant to a DRO; (ii) an Award transferred to a Permitted Transferee shall continue to be subject to all
the terms and conditions of the Award as applicable to the original Holder (other than the ability to further transfer the Award
to any person other than another Permitted Transferee of the applicable Holder); (iii) the Holder (or transferring Permitted Transferee)
and the receiving Permitted Transferee shall execute any and all documents requested by the Administrator, including, without
limitation documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements for an
exemption for the transfer under Applicable Law and (C) evidence the transfer; and (iv) the transfer of an Award to a Permitted
Transferee shall be without consideration. In addition, and further notwithstanding Section 10.3(a), hereof, the Administrator,
in its sole discretion, may determine to permit a Holder to transfer Incentive Stock Options to a trust that constitutes a Permitted
Transferee if, under Section 671 of the Code and other Applicable Law, the Holder is considered the sole beneficial owner of the
Incentive Stock Option while it is held in the trust.



 






    16


     


    

 


		(c)	Notwithstanding
Section 10.3(a), a Holder may, in the manner determined by the Administrator, designate a beneficiary to exercise the rights of
the Holder and to receive any distribution with respect to any Award upon the Holder’s death. A beneficiary, legal guardian,
legal representative, or other person claiming any rights pursuant to the Plan is subject to all terms and conditions of the Plan
and any Program or Award Agreement applicable to the Holder and any additional restrictions deemed necessary or appropriate by
the Administrator. If the Holder is married or a domestic partner in a domestic partnership qualified under Applicable Law and
resides in a community property state, a designation of a person other than the Holder’s spouse or domestic partner, as
applicable, as the Holder’s beneficiary with respect to more than 50% of the Holder’s interest in the Award shall
not be effective without the prior written or electronic consent of the Holder’s spouse or domestic partner. If no beneficiary
has been designated or survives the Holder, payment shall be made to the person entitled thereto pursuant to the Holder’s
will or the laws of descent and distribution. Subject to the foregoing, a beneficiary designation may be changed or revoked by
a Holder at any time; provided that the change or revocation is delivered in writing to the Administrator prior to the
Holder’s death.



 


10.4 Conditions
to Issuance of Shares.


 


		(a)	The
Administrator shall determine the methods by which Shares shall be delivered or deemed to be delivered to Holders. Notwithstanding
anything herein to the contrary, the Company shall not be required to issue or deliver any certificates or make any book entries
evidencing Shares pursuant to the exercise of any Award, unless and until the Administrator has determined that the issuance of
such Shares is in compliance with Applicable Law and the Shares are covered by an effective registration statement or applicable
exemption from registration. In addition to the terms and conditions provided herein, the Administrator may require that a Holder
make such reasonable covenants, agreements and representations as the Administrator, in its sole discretion, deems advisable in
order to comply with Applicable Law.



 


		(b)	All
share certificates delivered pursuant to the Plan and all Shares issued pursuant to book entry procedures are subject to any stop-transfer
orders and other restrictions as the Administrator deems necessary or advisable to comply with Applicable Law. The Administrator
may place legends on any share certificate or book entry to reference restrictions applicable to the Shares (including, without
limitation, restrictions applicable to Restricted Shares).



 






    17


     


    

 


		(c)	The
Administrator shall have the right to require any Holder to comply with any timing or other restrictions with respect to the settlement,
distribution or exercise of any Award, including a window-period limitation, as may be imposed in the sole discretion of the Administrator.



 


		(d)	Unless
the Administrator otherwise determines, no fractional Shares shall be issued and the Administrator, in its sole discretion, shall
determine whether cash shall be given in lieu of fractional Shares or whether such fractional Shares shall be eliminated by rounding
down.



 


		(e)	The
Company, in its sole discretion, may (i) retain physical possession of any share certificate evidencing Shares until any restrictions
thereon shall have lapsed and/or (ii) require that the share certificates evidencing such Shares be held in custody by a designated
escrow agent (which may but need not be the Company) until the restrictions thereon shall have lapsed, and that the Holder deliver
a share power, endorsed in blank, relating to such Shares.



 


		(f)	Notwithstanding
any other provision of the Plan, unless otherwise determined by the Administrator or required by Applicable Law, the Company shall
not deliver to any Holder certificates evidencing Shares issued in connection with any Award and instead such Shares shall be
recorded in the books of the Company (or, as applicable, its transfer agent or share plan administrator).



 


10.5 Forfeiture
and Claw-Back Provisions. All Awards (including any proceeds, gains or other economic benefit actually or constructively received
by a Holder upon any receipt or exercise of any Award or upon the receipt or resale of any Shares underlying the Award and any
payments of a portion of an incentive-based bonus pool allocated to a Holder) shall be subject to the provisions of any claw-back
policy implemented by the Company, including, without limitation, any claw-back policy adopted to comply with the requirements
of Applicable Law, including, without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules
or regulations promulgated thereunder, whether or not such claw-back policy was in place at the time of grant of an Award, to
the extent set forth in such claw-back policy and/or in the applicable Award Agreement.


 


10.6 Repricing.
Subject to Section 12.2, the Administrator shall not, without the approval of the shareholders of the Company, (a) authorize the
amendment of any outstanding Option or Share Appreciation Right to reduce its price per Share, or (b) cancel any Option or Share
Appreciation Right in exchange for cash or another Award when the Option or Share Appreciation Right price per Share exceeds the
Fair Market Value of the underlying Shares.


 


10.7 Amendment
of Awards. Subject to Applicable Law, the Administrator may amend, modify or terminate any outstanding Award, including but
not limited to, substituting therefor another Award of the same or a different type, changing the date of exercise or settlement,
and converting an Incentive Stock Option to a Non-Qualified Stock Option. The Holder’s consent to such action shall be required
unless (a) the Administrator determines that the action, taking into account any related action, would not materially and adversely
affect the Holder, or (b) the change is otherwise permitted under the Plan (including, without limitation, under Sections 10.6,
12.2 or 12.10).


 






    18


     


    

 


10.8 Lock-Up
Period. The Company may, in connection with registering the offering of any Company securities under the Securities Act, prohibit
Holders from, directly or indirectly, selling or otherwise transferring any Shares or other Company securities during any period
determined by the underwriter or the Company. In order to enforce the foregoing, the Company shall have the right to place restrictive
legends on the certificates of any securities of the Company held by the Holder and to impose stop transfer instructions with
the Company’s transfer agent with respect to any securities of the Company held by the Holder until the end of such period.


 


10.9 Data
Privacy. As a condition of receipt of any Award, each Holder explicitly and unambiguously consents to the collection, use
and transfer, in electronic or other form, of personal data as described in this Section 10.9 by and among, as applicable, the
Company and its Subsidiaries for the exclusive purpose of implementing, administering and managing the Holder’s participation
in the Plan. The Company and its Subsidiaries may hold certain personal information about a Holder, including but not limited
to, the Holder’s name, home address and telephone number, date of birth, social security or insurance number or other identification
number, salary, nationality, job title(s), any shares held in the Company or any of its Subsidiaries and details of all Awards,
in each case, for the purpose of implementing, managing and administering the Plan and Awards (the “Data”).
The Company and its Subsidiaries may transfer the Data amongst themselves as necessary for the purpose of implementation, administration
and management of a Holder’s participation in the Plan, and the Company and its Subsidiaries may each further transfer the
Data to any third parties assisting the Company and its Subsidiaries in the implementation, administration and management of the
Plan. These recipients may be located in the Holder’s country, or elsewhere, and the Holder’s country may have different
data privacy laws and protections than the recipients’ country. Through acceptance of an Award, each Holder authorizes such
recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing,
administering and managing the Holder’s participation in the Plan, including any requisite transfer of such Data as may
be required to a broker or other third party with whom the Company or any of its Subsidiaries or the Holder may elect to deposit
any Shares. The Data related to a Holder will be held only as long as is necessary to implement, administer, and manage the Holder’s
participation in the Plan. A Holder may, at any time, view the Data held by the Company with respect to such Holder, request additional
information about the storage and processing of the Data with respect to such Holder, recommend any necessary corrections to the
Data with respect to the Holder or refuse or withdraw the consents herein in writing, in any case without cost, by contacting
his or her local human resources representative. The Company may cancel the Holder’s ability to participate in the Plan
and, in the Administrator’s discretion, the Holder may forfeit any outstanding Awards if the Holder refuses or withdraws
his or her consents as described herein. For more information on the consequences of refusal to consent or withdrawal of consent,
Holders may contact their local human resources representative.


 






    19


     


    

 


ARTICLE
11


ADMINISTRATION


 


11.1 Administrator.
The Committee shall administer the Plan (except as otherwise permitted herein). To the extent necessary to comply with Rule 16b-3
of the Exchange Act, the Committee shall take all action with respect to such Awards, and the individuals taking such action shall
consist solely of two or more Non-Employee Directors, each of whom is intended to qualify as a “non-employee director”
as defined by Rule 16b-3 of the Exchange Act or any successor rule. Additionally, to the extent required by Applicable Law, each
of the individuals constituting the Committee shall be an “independent director” under the rules of any securities
exchange or automated quotation system on which the Shares are listed, quoted or traded. Notwithstanding the foregoing, any action
taken by the Committee shall be valid and effective, whether or not members of the Committee at the time of such action are later
determined not to have satisfied the requirements for membership set forth in this Section 11.1 or the Organizational Documents.
Except as may otherwise be provided in the Organizational Documents or as otherwise required by Applicable Law, (a) appointment
of Committee members shall be effective upon acceptance of appointment, (b) Committee members may resign at any time by delivering
written or electronic notice to the Board and (c) vacancies in the Committee may only be filled by the Board. Notwithstanding
the foregoing, (i) the full Board, acting by a majority of its members in office, shall conduct the general administration of
the Plan with respect to Awards granted to Non-Employee Directors and, with respect to such Awards, the term “Administrator”
as used in the Plan shall be deemed to refer to the Board and (ii) the Board or Committee may delegate its authority hereunder
to the extent permitted by Section 11.6.


 


11.2 Duties
and Powers of Administrator. It shall be the duty of the Administrator to conduct the general administration of the Plan in
accordance with its provisions. The Administrator shall have the power to interpret the Plan, all Programs and Award Agreements,
and to adopt such rules for the administration, interpretation and application of the Plan and any Program as are not inconsistent
with the Plan, to interpret, amend or revoke any such rules and to amend the Plan or any Program or Award Agreement; provided
that the rights or obligations of the Holder of the Award that is the subject of any such Program or Award Agreement are not
materially and adversely affected by such amendment, unless the consent of the Holder is obtained or such amendment is otherwise
permitted under Section 10.7 or Section 12.10. In its sole discretion, the Board may at any time and from time to time exercise
any and all rights and duties of the Committee in its capacity as the Administrator under the Plan except with respect to matters
which under Rule 16b-3 under the Exchange Act or any successor rule, or any regulations or rules issued thereunder, or the rules
of any securities exchange or automated quotation system on which the Shares are listed, quoted or traded are required to be determined
in the sole discretion of the Committee.


 






    20


     


    

 


11.3 Action
by the Administrator. Unless otherwise established by the Board, set forth in any Organizational Documents or as required
by Applicable Law, a majority of the Administrator shall constitute a quorum and the acts of a majority of the members present
at any meeting at which a quorum is present, and acts approved in writing by all members of the Administrator in lieu of a meeting,
shall be deemed the acts of the Administrator. Each member of the Administrator is entitled to, in good faith, rely or act upon
any report or other information furnished to that member by any officer or other employee of the Company or any Subsidiary, the
Company’s independent certified public accountants, or any executive compensation consultant or other professional retained
by the Company to assist in the administration of the Plan. Neither the Administrator nor any member or delegate thereof shall
have any liability to any person (including any Holder) for any action taken or omitted to be taken or any determination made
in good faith with respect to the Plan or any Award.


 


11.4 Authority
of Administrator. Subject to the Organizational Documents, any specific designation in the Plan and Applicable Law, the Administrator
has the exclusive power, authority and sole discretion to:


 


		(a)	Designate
Eligible Individuals to receive Awards;



 


		(b)	Determine
the type or types of Awards to be granted to each Eligible Individual (including, without limitation, any Awards granted in tandem
with another Award granted pursuant to the Plan);



 


		(c)	Determine
the number of Awards to be granted and the number of Shares to which an Award will relate;



 


		(d)	Determine
the terms and conditions of any Award granted pursuant to the Plan, including, but not limited to, the exercise price, grant price,
purchase price, any performance criteria, any restrictions or limitations on the Award, any schedule for vesting, lapse of forfeiture
restrictions or restrictions on the exercisability of an Award, and accelerations or waivers thereof, and any provisions related
to non-competition and claw-back and recapture of gain on an Award, based in each case on such considerations as the Administrator
in its sole discretion determines;



 


		(e)	Determine
whether, to what extent, and under what circumstances an Award may be settled in, or the exercise price of an Award may be paid
in cash, Shares, other Awards, or other property, or an Award may be canceled, forfeited, or surrendered;



 


		(f)	Prescribe
the form of each Award Agreement, which need not be identical for each Holder;



 


		(g)	Decide
all other matters that must be determined in connection with an Award;



 


		(h)	Establish,
adopt, or revise any Programs, rules and regulations as it may deem necessary or advisable to administer the Plan;



 


		(i)	Interpret
the terms of, and any matter arising pursuant to, the Plan, any Program or any Award Agreement;



 


		(j)	Make
all other decisions and determinations that may be required pursuant to the Plan or as the Administrator deems necessary or advisable
to administer the Plan; and



 






    21


     


    

 


		(k)	Accelerate
wholly or partially the vesting or lapse of restrictions of any Award or portion thereof at any time after the grant of an Award,
subject to whatever terms and conditions it selects and Section 12.2.



 


11.5 Decisions
Binding. The Administrator’s interpretation of the Plan, any Awards granted pursuant to the Plan, any Program or any
Award Agreement and all decisions and determinations by the Administrator with respect to the Plan are final, binding and conclusive
on all persons.


 


11.6 Delegation
of Authority. The Board or Committee may from time to time delegate to a committee of one or more members of the Board or
one or more officers of the Company the authority to grant or amend Awards or to take other administrative actions pursuant to
this Article 11; provided, however, that in no event shall an officer of the Company be delegated the authority
to grant Awards to, or amend Awards held by, the following individuals: (a) individuals who are subject to Section 16 of the Exchange
Act, or (b) officers of the Company (or Directors) to whom authority to grant or amend Awards has been delegated hereunder; provided,
further, that any delegation of administrative authority shall only be permitted to the extent it is permissible under
any Organizational Documents and Applicable Law. Any delegation hereunder shall be subject to the restrictions and limits that
the Board or Committee specifies at the time of such delegation or that are otherwise included in the applicable Organizational
Documents, and the Board or Committee, as applicable, may at any time rescind the authority so delegated or appoint a new delegatee.
At all times, the delegatee appointed under this Section 11.6 shall serve in such capacity at the pleasure of the Board or the
Committee, as applicable, and the Board or the Committee may abolish any committee at any time and re-vest in itself any previously
delegated authority.


 


ARTICLE
12

MISCELLANEOUS PROVISIONS


 


12.1 Amendment,
Suspension or Termination of the Plan.


 


		(a)	Except
as otherwise provided in Section 12.1(b), the Plan may be wholly or partially amended or otherwise modified, suspended or terminated
at any time or from time to time by the Board; provided that, except as provided in Section 10.7 and Section 12.10, no
amendment, suspension or termination of the Plan shall, without the consent of the Holder, materially and adversely affect any
rights or obligations under any Award theretofore granted or awarded, unless the Award itself otherwise expressly so provides.



 


		(b)	Notwithstanding
Section 12.1(a), the Board may not, except as provided in Section 12.2, take any of the following actions without approval of
the Company’s shareholders given within twelve (12) months before or after such action: (i) increase the limit imposed in
Section 3.1 on the maximum number of Shares which may be issued under the Plan, (ii) reduce the price per share of any outstanding
Option or Share Appreciation Right granted under the Plan or take any action prohibited under Section 10.6, or (iii) cancel any
Option or Share Appreciation Right in exchange for cash or another Award in violation of Section 10.6.



 






    22


     


    

 


		(c)	No
Awards may be granted or awarded during any period of suspension or after termination of the Plan, and notwithstanding anything
herein to the contrary, in no event may any Award be granted under the Plan after the tenth (10th) anniversary of the earlier
of (i) the date on which the Plan was adopted by the Board or (ii) the date the Plan was approved by the Company’s shareholders
(such anniversary, the “Expiration Date”). Any Awards that are outstanding on the Expiration Date shall remain
in force according to the terms of the Plan, the applicable Program and the applicable Award Agreement.



 


12.2 Changes
in Shares or Assets of the Company, Acquisition or Liquidation of the Company and Other Corporate Events.


 


		(a)	In
the event of any share dividend, share split, combination or exchange of shares, merger, consolidation or other distribution (other
than normal cash dividends) of Company assets to shareholders, or any other change affecting the Company’s shares or the
share price of the Company’s shares other than an Equity Restructuring, the Administrator may make equitable adjustments,
if any, to reflect such change with respect to: (i) the aggregate number and kind of Shares that may be issued under the Plan
(including, but not limited to, adjustments of the limitations in Section 3.1 on the maximum number and kind of Shares which may
be issued under the Plan); (ii) the number and kind of Shares (or other securities or property) subject to outstanding Awards;
(iii) the terms and conditions of any outstanding Awards (including, without limitation, any applicable performance targets or
criteria with respect thereto); and (iv) the grant or exercise price per share for any outstanding Awards under the Plan.



 


		(b)	In
the event of any transaction or event described in Section 12.2(a), including, without limitation, a Change in Control, or any
unusual or nonrecurring transactions or events affecting the Company, any Subsidiary of the Company, or the financial statements
of the Company or any Subsidiary, or of changes in Applicable Law or Applicable Accounting Standards, the Administrator, in its
sole discretion, and on such terms and conditions as it deems appropriate, either by the terms of the Award or by action taken
prior to the occurrence of such transaction or event, is hereby authorized to take any one or more of the following actions whenever
the Administrator determines that such action is appropriate in order to prevent dilution or enlargement of the benefits or potential
benefits intended to be made available under the Plan or with respect to any Award under the Plan, to facilitate such transactions
or events or to give effect to such changes in Applicable Law or Applicable Accounting Standards:



 


		(i)	To
provide for the termination of any such Award in exchange for an amount of cash and/or other property with a value equal to the
amount that would have been attained upon the exercise of such Award or realization of the Holder’s rights (and, for the
avoidance of doubt, if as of the date of the occurrence of the transaction or event described in this Section 12.2 the Administrator
determines in good faith that no amount would have been attained upon the exercise of such Award or realization of the Holder’s
rights, then such Award may be terminated by the Company without payment);



 






    23


     


    

 


		(ii)	To
provide that such Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted
for by similar options, rights or awards covering the shares of the successor or survivor corporation, or a parent or subsidiary
thereof, with appropriate adjustments as to the number and kind of shares and applicable exercise or purchase price, in all cases,
as determined by the Administrator;



 


		(iii)	To
make adjustments in the number and type of the Company’s shares (or other securities or property) subject to such Award,
and/or in the terms and conditions of (including the grant or exercise price), and the criteria included in, outstanding Awards
and Awards which may be granted in the future;



 


		(iv)	To
provide that such Award shall be exercisable or payable or fully vested with respect to all Shares covered thereby, notwithstanding
anything to the contrary in the Plan or the applicable Program or Award Agreement; provided, however, that, in the
event of a Change in Control, the actions contemplated by this Section 12.2(b)(iv) may only be taken to the extent that the successor
corporation in a Change in Control does not assume or substitute such Award (or any portion thereof);



 


		(v)	To
replace such Award with other rights or property selected by the Administrator; and/or



 


		(vi)	To
provide that the Award cannot vest, be exercised or become payable after such event.



 


		(c)	In
connection with the occurrence of any Equity Restructuring, and notwithstanding anything to the contrary in Sections 12.2(a) and
12.2(b):



 


		(i)	The
number and type of securities subject to each outstanding Award and the exercise price or grant price thereof, if applicable,
shall be equitably adjusted (and the adjustments provided under this Section 12.2(c)(i) shall be nondiscretionary and shall be
final and binding on the affected Holder and the Company); and/or



 


		(ii)	The
Administrator shall make such equitable adjustments, if any, as the Administrator, in its sole discretion, may deem appropriate
to reflect such Equity Restructuring with respect to the aggregate number and kind of Shares that may be issued under the Plan
(including, but not limited to, adjustments of the limitation in Section 3.1 on the maximum number and kind of Shares which may
be issued under the Plan).



 


		(d)	Notwithstanding
any other provision of the Plan, in the event of a Change in Control, in the event that the successor corporation in a Change
in Control does not assume or substitute for an Award (or any portion thereof), the Administrator may cause (i) any or all of
such Award (or portion thereof) to terminate in exchange for cash, rights or other property pursuant to Section 12.2(b)(i) or
(ii) any or all of such Award (or portion thereof) to become fully exercisable immediately prior to the consummation of such transaction
and all forfeiture restrictions on any or all of such Award to lapse. If any such Award is exercisable in lieu of assumption or
substitution in the event of a Change in Control, the Administrator shall notify the Holder that such Award shall be fully exercisable
for a period of fifteen (15) days from the date of such notice, contingent upon the occurrence of the Change in Control, and such
Award shall terminate upon the expiration of such period.



 






    24


     


    

 


		(e)	For
the purposes of this Section 12.2, an Award shall be considered assumed if, following the Change in Control, the Award confers
the right to purchase or receive, for each Share subject to the Award immediately prior to the Change in Control, the consideration
(whether shares, cash, or other securities or property) received in the Change in Control by holders of Shares for each Share
held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration
chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received
in the Change in Control was not solely common shares of the successor corporation or its parent, the Administrator may, with
the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Award, for each
Share subject to an Award, to be solely common shares of the successor corporation or its parent equal in fair market value to
the per-share consideration received by holders of Shares in the Change in Control.



 


		(f)	The
Administrator, in its sole discretion, may include such further provisions and limitations in any Award, agreement or certificate,
as it may deem equitable and in the best interests of the Company that are not inconsistent with the provisions of the Plan.



 


		(g)	Unless
otherwise determined by the Administrator, no adjustment or action described in this Section 12.2 or in any other provision of
the Plan shall be authorized to the extent it would (i) cause the Plan to violate Section 422(b)(1) of the Code, (ii) result in
short-swing profits liability under Section 16 of the Exchange Act or violate the exemptive conditions of Rule 16b-3 of the Exchange
Act, or (iii) cause an Award to fail to be exempt from or comply with Section 409A.



 


		(h)	The
existence of the Plan, any Program, any Award Agreement and/or the Awards granted hereunder shall not affect or restrict in any
way the right or power of the Company or the shareholders of the Company to make or authorize any adjustment, recapitalization,
reorganization or other change in the Company’s capital structure or its business, any merger or consolidation of the Company,
any issue of shares or of options, warrants or rights to purchase shares or of bonds, debentures, preferred or prior preference
shares the rights of which are superior to or affect the Shares or the rights thereof or that are convertible into or exchangeable
for Shares, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business,
or any other corporate act or proceeding, whether of a similar character or otherwise.



 


		(i)	In
the event of any pending share dividend, share split, combination or exchange of shares, merger, consolidation or other distribution
(other than normal cash dividends) of Company assets to shareholders, or any other change affecting the Shares or the share price
of the Shares including any Equity Restructuring, for reasons of administrative convenience, the Administrator, in its sole discretion,
may refuse to permit the exercise of any Award during a period of up to thirty (30) days prior to the consummation of any such
transaction.



 






    25


     


    

 


12.3 Approval
of Plan by Shareholders. The Plan shall be submitted for the approval of the Company’s shareholders within twelve (12)
months after the date of the Board’s initial adoption of the Plan.


 


12.4 No
Shareholders Rights. Except as otherwise provided herein or in an applicable Program or Award Agreement, a Holder shall have
none of the rights of a shareholder with respect to Shares covered by any Award until the Holder becomes the record owner of such
Shares.


 


12.5 Paperless
Administration. In the event that the Company establishes, for itself or using the services of a third party, an automated
system for the documentation, granting or exercise of Awards, such as a system using an internet website or interactive voice
response, then the paperless documentation, granting or exercise of Awards by a Holder may be permitted through the use of such
an automated system.


 


12.6 Effect
of Plan upon Other Compensation Plans. The adoption of the Plan shall not affect any other compensation or incentive plans
in effect for the Company or any Subsidiary. Nothing in the Plan shall be construed to limit the right of the Company or any Subsidiary:
(a) to establish any other forms of incentives or compensation for Employees, Directors or Consultants of the Company or any Subsidiary,
or (b) to grant or assume options or other rights or awards otherwise than under the Plan in connection with any proper corporate
purpose including without limitation, the grant or assumption of options in connection with the acquisition by purchase, lease,
merger, consolidation or otherwise, of the business, shares or assets of any corporation, partnership, limited liability company,
firm or association.


 


12.7 Compliance
with Laws. The Plan, the granting and vesting of Awards under the Plan and the issuance and delivery of Shares and the payment
of money under the Plan or under Awards granted or awarded hereunder are subject to compliance with all Applicable Law (including
but not limited to state, federal and foreign securities law and margin requirements), and to such approvals by any listing, regulatory
or governmental authority as may, in the opinion of counsel for the Company, be necessary or advisable in connection therewith.
Any securities delivered under the Plan shall be subject to such restrictions, and the person acquiring such securities shall,
if requested by the Company, provide such assurances and representations to the Company as the Company may deem necessary or desirable
to assure compliance with all Applicable Law. The Administrator, in its sole discretion, may take whatever actions it deems necessary
or appropriate to effect compliance with Applicable Law, including, without limitation, placing legends on share certificates
and issuing stop-transfer notices to agents and registrars. Notwithstanding anything to the contrary herein, the Administrator
may not take any actions hereunder, and no Awards shall be granted, that would violate Applicable Law. To the extent permitted
by Applicable Law, the Plan and Awards granted or awarded hereunder shall be deemed amended to the extent necessary to conform
to Applicable Law.


 






    26


     


    

 


12.8 Titles
and Headings, References to Sections of the Code or Exchange Act. The titles and headings of the Sections in the Plan are
for convenience of reference only and, in the event of any conflict, the text of the Plan, rather than such titles or headings,
shall control. References to sections of the Code or the Exchange Act shall include any amendment or successor thereto.


 


12.9 Governing
Law. The Plan and any Programs and Award Agreements hereunder shall be administered, interpreted and enforced under the laws
of the Province of British Columbia and the federal laws of Canada applicable therein without regard to conflicts of laws thereof
or of any other jurisdiction.


 


12.10 Section
409A. To the extent that the Administrator determines that any Award granted under the Plan is subject to Section 409A, the
Plan, the Program pursuant to which such Award is granted and the Award Agreement evidencing such Award shall incorporate the
terms and conditions required by Section 409A. In that regard, to the extent any Award under the Plan or any other compensatory
plan or arrangement of the Company or any of its Subsidiaries is subject to Section 409A, and such Award or other amount is payable
on account of a Holder’s Termination of Service (or any similarly defined term), then (a) such Award or amount shall only
be paid to the extent such Termination of Service qualifies as a “separation from service” as defined in Section 409A,
and (b) if such Award or amount is payable to a “specified employee” as defined in Section 409A then to the extent
required in order to avoid a prohibited distribution under Section 409A, such Award or other compensatory payment shall not be
payable prior to the earlier of (i) the expiration of the six-month period measured from the date of the Holder’s Termination
of Service, or (ii) the date of the Holder’s death. To the extent applicable, the Plan, the Program and any Award Agreements
shall be interpreted in accordance with Section 409A. Notwithstanding any provision of the Plan to the contrary, in the event
that following the Effective Date the Administrator determines that any Award may be subject to Section 409A, the Administrator
may (but is not obligated to), without a Holder’s consent, adopt such amendments to the Plan and the applicable Program
and Award Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect),
or take any other actions, that the Administrator determines are necessary or appropriate to (A) exempt the Award from Section
409A and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (B) comply with the requirements
of Section 409A and thereby avoid the application of any penalty taxes under Section 409A. The Company makes no representations
or warranties as to the tax treatment of any Award under Section 409A or otherwise. The Company shall have no obligation under
this Section 12.10 or otherwise to take any action (whether or not described herein) to avoid the imposition of taxes, penalties
or interest under Section 409A with respect to any Award and shall have no liability to any Holder or any other person if any
Award, compensation or other benefits under the Plan are determined to constitute non-compliant, “nonqualified deferred
compensation” subject to the imposition of taxes, penalties and/or interest under Section 409A.


 






    27


     


    

 


12.11 Unfunded
Status of Awards. The Plan is intended to be an “unfunded” plan for incentive compensation. With respect to any
payments not yet made to a Holder pursuant to an Award, nothing contained in the Plan or any Program or Award Agreement shall
give the Holder any rights that are greater than those of a general creditor of the Company or any Subsidiary.


 


12.12 Indemnification.
To the extent permitted under Applicable Law and the Organizational Documents, each member of the Administrator (and each delegate
thereof pursuant to Section 11.6) shall be indemnified and held harmless by the Company from any loss, cost, liability, or expense
that may be imposed upon or reasonably incurred by such member 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 or failure to act pursuant
to the Plan or any Award Agreement and against and from any and all amounts paid by him or her, with the Board’s approval,
in satisfaction of judgment in such action, suit, or proceeding against him or her; provided he or she gives 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 or
her own behalf and, once the Company gives notice of its intent to assume such defense, the Company shall have sole control over
such defense with counsel of the Company’s choosing. The foregoing right of indemnification shall not be available to the
extent that a court of competent jurisdiction in a final judgment or other final adjudication, in either case not subject to further
appeal, determines that the acts or omissions of the person seeking indemnity giving rise to the indemnification claim resulted
from such person’s bad faith, fraud or willful criminal act or omission. The foregoing right of indemnification shall not
be exclusive of any other rights of indemnification to which such persons may be entitled pursuant to the Organizational Documents,
as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.


 


12.13 Relationship
to Other Benefits. No payment pursuant to the Plan shall be taken into account in determining any benefits under any pension,
retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary except to
the extent otherwise expressly provided in writing in such other plan or an agreement thereunder.


 


12.14 Expenses.
The expenses of administering the Plan shall be borne by the Company and its Subsidiaries.


 


 


28