Exhibit 10.1


 


EMCORE CORPORATION


AMENDED AND RESTATED 2019 EQUITY INCENTIVE
PLAN


 


		1.	PURPOSE OF PLAN



 


The purpose of this EMCORE Corporation Amended and
Restated 2019 Equity Incentive Plan (this “Plan”) of EMCORE Corporation, a New Jersey corporation (the “Corporation”),
is to promote the success of the Corporation by providing an additional means through the grant of awards to attract, motivate,
retain and reward selected employees and other eligible persons and to enhance the alignment of the interests of the selected
participants with the interests of the Corporation’s stockholders.


 


		2.	ELIGIBILITY



 


The Administrator (as such term is defined in Section 3.1)
may grant awards under this Plan only to those persons that the Administrator determines to be Eligible Persons. An “Eligible
Person” is any person who is either: (a) an officer (whether or not a director) or employee of the Corporation
or one of its Subsidiaries; (b) a director of the Corporation or one of its Subsidiaries; or (c) an individual consultant
or advisor who renders or has rendered bona fide services (other than services in connection with the offering or sale of securities
of the Corporation or one of its Subsidiaries in a capital-raising transaction or as a market maker or promoter of securities
of the Corporation or one of its Subsidiaries) to the Corporation or one of its Subsidiaries and who is selected to participate
in this Plan by the Administrator; provided, however, that a person who is otherwise an Eligible Person under clause (c) above
may participate in this Plan only if such participation would not adversely affect either the Corporation’s eligibility
to use Form S-8 to register under the Securities Act of 1933, as amended (the “Securities Act”), the offering
and sale of shares issuable under this Plan by the Corporation or the Corporation’s compliance with any other applicable
laws. An Eligible Person who has been granted an award (a “participant”) may, if otherwise eligible, be granted
additional awards if the Administrator shall so determine. As used herein, “Subsidiary” means any corporation
or other entity a majority of whose outstanding voting stock or voting power is beneficially owned directly or indirectly by the
Corporation; and “Board” means the Board of Directors of the Corporation.


 


		3.	PLAN ADMINISTRATION



 


		3.1	The
                                         Administrator. This Plan shall be administered by and all awards under this Plan
                                         shall be authorized by the Administrator. The “Administrator” means
                                         the Board or one or more committees (or subcommittees, as the case may be) appointed
                                         by the Board or another committee (within its delegated authority) to administer all
                                         or certain aspects of this Plan. Any such committee shall be comprised solely of one
                                         or more directors or such number of directors as may be required under applicable law.
                                         A committee may delegate some or all of its authority to another committee so constituted,
                                         subject to the provisions of this Plan and any other policies as the Corporation, the
                                         Board or such committee may adopt. The Board or a committee comprised solely of directors
                                         may also delegate, to the extent permitted by N.J.S.A. Section 14A:8-1(4) (or
                                         successor provision) and any other applicable law, to one or more officers of the Corporation,
                                         its authority under this Plan. The Board or another committee (within its delegated authority)
                                         may delegate different levels of authority to different committees or persons with administrative
                                         and grant authority under this Plan. Unless otherwise provided in the Bylaws of the Corporation
                                         or the applicable charter of any Administrator: (a) a majority of the members of
                                         the acting Administrator shall constitute a quorum, and (b) the vote of a majority
                                         of the members present assuming the presence of a quorum or the unanimous written consent
                                         of the members of the Administrator shall constitute action by the acting Administrator.



 


		3.2	Powers
                                         of the Administrator. Subject to the express provisions of this Plan, the Administrator
                                         is authorized and empowered to do all things necessary or desirable in connection with
                                         the authorization of awards and the administration of this Plan (in the case of a committee
                                         or delegation to one or more officers, within any express limits on the authority delegated
                                         to that committee or person(s)), including, without limitation, the authority to:



 


		(a)	determine eligibility and, from among those persons determined
                                         to be eligible, determine the particular Eligible Persons who will receive an award under
                                         this Plan;



 


		(b)	grant awards to Eligible Persons, determine the price (if
                                         any) at which securities will be offered or awarded and the number of securities to be
                                         offered or awarded to any of such persons (in the case of securities-based awards), determine
                                         the other specific terms and conditions of awards consistent with the express limits
                                         of this Plan, establish the installment(s) (if any) in which such awards shall become
                                         exercisable or shall vest (which may include, without limitation, performance and/or
                                         time-based schedules), or determine that no delayed exercisability or vesting is required,
                                         establish any applicable performance-based exercisability or vesting requirements, determine
                                         the circumstances in which any performance-based goals (or the applicable measure of
                                         performance) will be adjusted and the nature and impact of any such adjustment, determine
                                         the extent (if any) to which any applicable exercise and vesting requirements have been
                                         satisfied, establish the events (if any) on which exercisability or vesting may accelerate
                                         (which may include, without limitation, retirement and other specified terminations of
                                         employment or services, or other circumstances), and establish the events (if any) of
                                         termination, expiration or reversion of such awards;



 






     


     


    

 


		(c)	approve the forms of any award agreements (which need not
                                         be identical either as to type of award or among participants);



 


		(d)	construe and interpret this Plan and any agreements defining
                                         the rights and obligations of the Corporation, its Subsidiaries, and participants under
                                         this Plan, make any and all determinations under this Plan and any such agreements, further
                                         define the terms used in this Plan, and prescribe, amend and rescind rules and regulations
                                         relating to the administration of this Plan or the awards granted under this Plan;



 


		(e)	cancel, modify, or waive the Corporation’s rights with
                                         respect to, or modify, discontinue, suspend, or terminate any or all outstanding awards,
                                         subject to any required consent under Section 8.6.5;



 


		(f)	accelerate, waive or extend the vesting or exercisability,
                                         or modify or extend the term of, any or all such outstanding awards (in the case of options
                                         or stock appreciation rights, within the maximum term of such awards) in such circumstances
                                         as the Administrator may deem appropriate (including, without limitation, in connection
                                         with a retirement or other termination of employment or services, or other circumstances)
                                         subject to any required consent under Section 8.6.5;



 


		(g)	adjust the number of shares of Common Stock subject to any
                                         award, adjust the price of any or all outstanding awards or otherwise waive or change
                                         previously imposed terms and conditions, in such circumstances as the Administrator may
                                         deem appropriate, in each case subject to Sections 4 and 8.6 (and subject to the no repricing
                                         provision below);



 


		(h)	determine the date of grant of an award, which may be a designated
                                         date after but not before the date of the Administrator’s action to approve the
                                         award (unless otherwise designated by the Administrator, the date of grant of an award
                                         shall be the date upon which the Administrator took the action approving the award);



 


		(i)	determine whether, and the extent to which, adjustments are
                                         required pursuant to Section 7.1 hereof and take any other actions contemplated
                                         by Section 7 in connection with the occurrence of an event of the type described
                                         in Section 7;



 


		(j)	acquire or settle (subject to Sections 7 and 8.6) rights under
                                         awards in cash, stock of equivalent value, or other consideration (subject to the no
                                         repricing provision below); and



 


		(k)	determine the fair market value of the Common Stock or awards
                                         under this Plan from time to time and/or the manner in which such value will be determined.



 


		3.3	Prohibition
                                         on Repricing. Notwithstanding anything to the contrary in Section 3.2 and
                                         except for an adjustment pursuant to Section 7.1 or a repricing approved by stockholders,
                                         in no case may the Administrator (1) amend an outstanding stock option or SAR to
                                         reduce the exercise price or base price of the award, (2) cancel, exchange, or surrender
                                         an outstanding stock option or SAR in exchange for cash or other awards for the purpose
                                         of repricing the award, or (3) cancel, exchange, or surrender an outstanding stock
                                         option or SAR in exchange for an option or SAR with an exercise or base price that is
                                         less than the exercise or base price of the original award.



 


		3.4	Binding
                                         Determinations. Any determination or other action taken by, or inaction of, the
                                         Corporation, any Subsidiary, or the Administrator relating or pursuant to this Plan (or
                                         any award made under this Plan) and within its authority hereunder or under applicable
                                         law shall be within the absolute discretion of that entity or body and shall be conclusive
                                         and binding upon all persons. Neither the Board nor any other Administrator, nor any
                                         member thereof or person acting at the direction thereof, shall be liable for any act,
                                         omission, interpretation, construction or determination made in good faith in connection
                                         with this Plan (or any award made under this Plan), and all such persons shall be entitled
                                         to indemnification and reimbursement by the Corporation in respect of any claim, loss,
                                         damage or expense (including, without limitation, attorneys’ fees) arising or resulting
                                         therefrom to the fullest extent permitted by law and/or under any directors and officers
                                         liability insurance coverage that may be in effect from time to time. Neither the Board
                                         nor any other Administrator, nor any member thereof or person acting at the direction
                                         thereof, nor the Corporation or any of its Subsidiaries, shall be liable for any damages
                                         of a participant should an option intended as an ISO (as defined below) fail to meet
                                         the requirements of the Internal Revenue Code of 1986, as amended (the “Code”),
                                         applicable to ISOs, should any other award(s) fail to qualify for any intended tax
                                         treatment, should any award grant or other action with respect thereto not satisfy Rule 16b-3
                                         promulgated under the Securities Exchange Act of 1934, as amended, or otherwise for any
                                         tax or other liability imposed on a participant with respect to an award.



 






     


     


    

 


		3.5	Reliance
                                         on Experts. In making any determination or in taking or not taking any action
                                         under this Plan, the Administrator may obtain and may rely upon the advice of experts,
                                         including employees and professional advisors to the Corporation. No director, officer
                                         or agent of the Corporation or any of its Subsidiaries shall be liable for any such action
                                         or determination taken or made or omitted in good faith.



 


		3.6	Delegation.
                                         The Administrator may delegate ministerial, non-discretionary functions to individuals
                                         who are officers or employees of the Corporation or any of its Subsidiaries or to third
                                         parties.



 


		3.7	Minimum
                                         Vesting Requirement. Notwithstanding anything to the contrary in Section 3.2
                                         and except as provided in the next sentence, all awards granted under this Plan shall
                                         be subject to a minimum vesting requirement for one year, and no portion of any such
                                         award may vest earlier than the first anniversary of the grant date of the award (the
                                         “Minimum Vesting Requirement”). The Minimum Vesting Requirement shall
                                         not apply to 5% of the total number of shares available under this Plan.



 


		4.	SHARES OF COMMON STOCK SUBJECT TO THE PLAN; SHARE
LIMITS



 


		4.1	Shares
                                         Available. Subject to the provisions of Section 7.1, the capital stock that
                                         may be delivered under this Plan shall be shares of the Corporation’s authorized
                                         but unissued Common Stock and any shares of its Common Stock held as treasury shares.
                                         For purposes of this Plan, “Common Stock” shall mean the common stock
                                         of the Corporation and such other securities or property as may become the subject of
                                         awards under this Plan, or may become subject to such awards, pursuant to an adjustment
                                         made under Section 7.1.



 


		4.2	Aggregate
                                         Share Limit. The maximum number of shares of Common Stock that may be delivered
                                         pursuant to awards granted to Eligible Persons under this Plan (the “Share Limit”)
                                         is equal to the sum of the following:



 


		(1)	5,813,160 shares of Common Stock, plus



 


		(2)	the number of any shares subject to stock options granted under
                                         the Corporation’s 2012 Equity Incentive Plan, as amended or amended and restated
                                         (the “2012 Plan”) and the Corporation’s 2010 Equity Incentive
                                         Plan, as amended (the “2010 Plan” and together with the 2012 Plan,
                                         the “Prior Plans”) that were outstanding on March 22, 2019 (the
                                         date of initial stockholder approval of this Plan, the “Stockholder Approval
                                         Date”) which expire, or for any reason are cancelled or terminated, after the
                                         Stockholder Approval Date without being exercised, plus



 


		(3)	the number of any shares subject to restricted stock and restricted
                                         stock unit awards granted under the Prior Plans that were outstanding and unvested on
                                         the Stockholder Approval Date and that are forfeited, terminated, cancelled or otherwise
                                         reacquired by the Corporation without having become vested, after the Stockholder Approval
                                         Date.



 


provided that in no event shall the Share Limit exceed
7,106,420 shares (which is the sum of the 5,813,160 shares set forth above, plus the aggregate number of shares subject to awards
previously granted and outstanding under the Prior Plans as of the Stockholder Approval Date).


 


		4.3	Additional
                                         Share Limits. The following limits also apply with respect to awards granted
                                         under this Plan. These limits are in addition to, not in lieu of, the aggregate Share
                                         Limit in Section 4.2.



 


		(a)	The maximum number of shares of Common Stock that may be delivered
                                         pursuant to options qualified as incentive stock options granted under this Plan is 5,813,160
                                         shares.



 






     


     


    

 


		(b)	Awards that are granted under this Plan during any one calendar
                                         year to any person who, on the grant date of the award, is a non-employee director are
                                         subject to the limits of this Section 4.3(b). The maximum number of shares of Common
                                         Stock subject to those awards that are granted under this Plan during any one calendar
                                         year to an individual who, on the grant date of the award, is a non-employee director
                                         is the number of shares that produce a grant date fair value for the award that, when
                                         combined with the grant date fair value of any other awards granted under this Plan during
                                         that same calendar year to that individual in his or her capacity as a non-employee director,
                                         is $250,000; provided that this limit is $350,000 as to (1) a non-employee director
                                         who is serving as the independent Chair of the Board or as a lead independent director
                                         at the time the applicable grant is made or (2) any new non-employee director for
                                         the calendar year in which the non-employee director is first elected or appointed to
                                         the Board. For purposes of this Section 4.3(b), a “non-employee director”
                                         is an individual who, on the grant date of the award, is a member of the Board who is
                                         not then an officer or employee of the Corporation or one of its Subsidiaries. For purposes
                                         of this Section 4.3(b), “grant date fair value” means the value
                                         of the award as of the date of grant of the award and as determined using the equity
                                         award valuation principles applied in the Corporation’s financial reporting. The
                                         limits of this Section 4.3(b) do not apply to, and shall be determined without
                                         taking into account, any award granted to an individual who, on the grant date of the
                                         award, is an officer or employee of the Corporation or one of its Subsidiaries. The limits
                                         of this Section 4.3(b) apply on an individual basis and not on an aggregate
                                         basis to all non-employee directors as a group.



 


		4.4	Share-Limit
                                         Counting Rules. The Share Limit shall be subject to the following provisions
                                         of this Section 4.4:



 


		(a)	Shares that are subject to or underlie awards granted under this
                                         Plan which expire or for any reason are cancelled or terminated, are forfeited, fail
                                         to vest, or for any other reason are not paid or delivered under this Plan shall not
                                         be counted against the Share Limit and shall be available for subsequent awards under
                                         this Plan.



 


		(b)	To the extent that shares of Common Stock are delivered pursuant
                                         to the exercise of a stock appreciation right granted under this Plan, the total number
                                         of underlying shares subject to such stock appreciation right shall be counted against
                                         the Share Limit. (For purposes of clarity, if a stock appreciation right relates to 100,000
                                         shares and is exercised in full at a time when the payment due to the participant is
                                         15,000 shares, 100,000 shares shall be counted against the Share Limit with respect to
                                         such exercise.)



 


		(c)	Shares that are exchanged by a participant or withheld by the
                                         Corporation as full or partial payment in connection with any stock option or stock appreciation
                                         right granted under this Plan, as well as any shares exchanged by a participant or withheld
                                         by the Corporation or one of its Subsidiaries to satisfy the tax withholding obligations
                                         related to any stock option or stock appreciation right granted under this Plan, shall
                                         be counted against the Share Limit and shall not be available for subsequent awards under
                                         this Plan. Shares that are exchanged by a participant or withheld by the Corporation
                                         as full or partial payment in connection with any “full-value award” granted
                                         under this Plan, as well as any shares exchanged by a participant or withheld by the
                                         Corporation or one of its Subsidiaries to satisfy the tax withholding obligations related
                                         to any full-value award granted under this Plan, shall be counted against the Share Limit
                                         and shall not be available for subsequent awards under this Plan.



 


		(d)	In addition, shares that are exchanged by a participant or withheld
                                         by the Corporation after the Stockholder Approval Date as full or partial payment in
                                         connection with any award granted under the Prior Plans, as well as any shares exchanged
                                         by a participant or withheld by the Corporation or one of its Subsidiaries after the
                                         Stockholder Approval Date to satisfy the tax withholding obligations related to any award
                                         granted under the Prior Plans, shall not be available for new awards under this Plan.



 


		(e)	To the extent that an award granted under this Plan is settled
                                         in cash or a form other than shares of Common Stock, the shares that would have been
                                         delivered had there been no such cash or other settlement shall not be counted against
                                         the Share Limit and shall be available for subsequent awards under this Plan.



 


		(f)	In the event that shares of Common Stock are delivered in respect
                                         of a dividend equivalent right granted under this Plan, the number of shares delivered
                                         with respect to the award shall be counted against the Share Limit. (For purposes of
                                         clarity, if 1,000 dividend equivalent rights are granted and outstanding when the Corporation
                                         pays a dividend, and 50 shares are delivered in payment of those rights with respect
                                         to that dividend, 50 shares shall be counted against the Share Limit). Except as otherwise
                                         provided by the Administrator, shares delivered in respect of dividend equivalent rights
                                         shall not count against any individual award limit under this Plan other than the aggregate
                                         Share Limit.



 






     


     


    

 


		(g)	The Corporation may not increase the Share Limit by repurchasing
                                         shares of Common Stock on the market (by using cash received through the exercise of
                                         stock options or otherwise).



 


Refer to Section 8.10 for application of the share
limits of this Plan, including the limits in Sections 4.2 and 4.3, with respect to assumed awards. Each of the numerical limits
and references in Sections 4.2 and 4.3, and in this Section 4.4, is subject to adjustment as contemplated by Section 4.3,
Section 7 and Section 8.10.


 


		4.5	No
                                         Fractional Shares; Minimum Issue. Unless otherwise expressly provided by the
                                         Administrator, no fractional shares shall be delivered under this Plan. The Administrator
                                         may pay cash in lieu of any fractional shares in settlements of awards under this Plan.
                                         The Administrator may from time to time impose a limit (of not greater than 100 shares)
                                         on the minimum number of shares that may be purchased or exercised as to awards (or any
                                         particular award) granted under this Plan unless (as to any particular award) the total
                                         number purchased or exercised is the total number at the time available for purchase
                                         or exercise under the award.



 


		5.	AWARDS



 


		5.1	Type
                                         and Form of Awards. The Administrator shall determine the type or types
                                         of award(s) to be made to each selected Eligible Person. Awards may be granted singly,
                                         in combination or in tandem. Awards also may be made in combination or in tandem with,
                                         in replacement of, as alternatives to, or as the payment form for grants or rights under
                                         any other employee or compensation plan of the Corporation or one of its Subsidiaries.
                                         The types of awards that may be granted under this Plan are:



 


5.1.1      Stock
Options. A stock option is the grant of a right to purchase a specified number of shares of Common Stock during a specified
period as determined by the Administrator. An option may be intended as an incentive stock option within the meaning of Section 422
of the Code (an “ISO”) or a nonqualified stock option (an option not intended to be an ISO). The agreement
evidencing the grant of an option will indicate if the option is intended as an ISO; otherwise it will be deemed to be a nonqualified
stock option. The maximum term of each option (ISO or nonqualified) shall be ten (10) years. The per share exercise price
for each option shall be not less than 100% of the fair market value of a share of Common Stock on the date of grant of the option.
When an option is exercised, the exercise price for the shares to be purchased shall be paid in full in cash or such other method
permitted by the Administrator consistent with Section 5.4.


 


5.1.2      Additional
Rules Applicable to ISOs. To the extent that the aggregate fair market value (determined at the time of grant of
the applicable option) of stock with respect to which ISOs first become exercisable by a participant in any calendar year exceeds
$100,000, taking into account both Common Stock subject to ISOs under this Plan and stock subject to ISOs under all other plans
of the Corporation or one of its Subsidiaries (or any parent or predecessor corporation to the extent required by and within the
meaning of Section 422 of the Code and the regulations promulgated thereunder), such options shall be treated as nonqualified
stock options. In reducing the number of options treated as ISOs to meet the $100,000 limit, the most recently granted options
shall be reduced first. To the extent a reduction of simultaneously granted options is necessary to meet the $100,000 limit, the
Administrator may, in the manner and to the extent permitted by law, designate which shares of Common Stock are to be treated
as shares acquired pursuant to the exercise of an ISO. ISOs may only be granted to employees of the Corporation or one of its
subsidiaries (for this purpose, the term “subsidiary” is used as defined in Section 424(f) of the Code,
which generally requires an unbroken chain of ownership of at least 50% of the total combined voting power of all classes of stock
of each subsidiary in the chain beginning with the Corporation and ending with the subsidiary in question). No ISO may be granted
to any person who, at the time the option is granted, owns (or is deemed to own under Section 424(d) of the Code) shares
of outstanding Common Stock possessing more than 10% of the total combined voting power of all classes of stock of the Corporation,
unless the exercise price of such option is at least 110% of the fair market value of the stock subject to the option and such
option by its terms is not exercisable after the expiration of five years from the date such option is granted. If an otherwise-intended
ISO fails to meet the applicable requirements of Section 422 of the Code, the option shall be a nonqualified stock option.


 


5.1.3      Stock
Appreciation Rights. A stock appreciation right or “SAR” is a right to receive a payment, in cash and/or
Common Stock, equal to the excess of the fair market value of a specified number of shares of Common Stock on the date the SAR
is exercised over the “base price” of the award, which base price shall be set forth in the applicable award
agreement and shall be not less than 100% of the fair market value of a share of Common Stock on the date of grant of the SAR.
The maximum term of a SAR shall be ten (10) years.


 






     


     


    

 


5.1.4      Other
Awards; Dividend Equivalent Rights. The other types of awards that may be granted under this Plan include: (a) stock
bonuses, restricted stock, performance stock, stock units, restricted stock units, deferred shares, phantom stock or similar rights
to purchase or acquire shares, whether at a fixed or variable price (or no price) or fixed or variable ratio related to the Common
Stock, and, subject to the Minimum Vesting Requirement, any of which may (but need not) be fully vested at grant or vest upon
the passage of time, the occurrence of one or more events, the satisfaction of performance criteria or other conditions, or any
combination thereof; or (b) cash awards. The types of cash awards that may be granted under this Plan include the opportunity
to receive a payment for the achievement of one or more goals established by the Administrator, on such terms as the Administrator
may provide, as well as discretionary cash awards. Dividend equivalent rights may be granted as a separate award or in connection
with another award under this Plan; provided, however, that dividend equivalent rights may not be granted as to a stock option
or SAR granted under this Plan. In addition, any dividends and/or dividend equivalents as to the portion of an award that is subject
to unsatisfied vesting requirements will be subject to termination and forfeiture to the same extent as the corresponding portion
of the award to which they relate in the event the applicable vesting requirements are not satisfied.


 


5.1.5       Performance
Goals. The grant, vesting, exercisability or payment of an award may (but need not) depend on the degree of achievement
of one or more performance goals relative to a pre-established targeted level or levels using business criteria as selected by
the Administrator in its sole discretion.


 


		5.2	Award
                                         Agreements. Each award shall be evidenced by a written or electronic award agreement
                                         or notice in a form approved by the Administrator (an “award agreement”),
                                         and, in each case and if required by the Administrator, executed or otherwise electronically
                                         accepted by the recipient of the award in such form and manner as the Administrator may
                                         require.



 


		5.3	Deferrals
                                         and Settlements. Payment of awards may be in the form of cash, Common Stock,
                                         other awards or combinations thereof as the Administrator shall determine, and with such
                                         restrictions (if any) as it may impose. The Administrator may also require or permit
                                         participants to elect to defer the issuance of shares or the settlement of awards in
                                         cash under such rules and procedures as it may establish under this Plan. The Administrator
                                         may also provide that deferred settlements include the payment or crediting of interest
                                         or other earnings on the deferral amounts, or the payment or crediting of dividend equivalents
                                         where the deferred amounts are denominated in shares.



 


		5.4	Consideration
                                         for Common Stock or Awards. The purchase price (if any) for any award granted
                                         under this Plan or the Common Stock to be delivered pursuant to an award, as applicable,
                                         may be paid by means of any lawful consideration as determined by the Administrator,
                                         including, without limitation, one or a combination of the following methods:



 


		(a)	services rendered by the recipient of such award;



 


		(b)	cash, check payable to the order of the Corporation,
or electronic funds transfer;



 


		(c)	notice and third party payment in such manner as may
be authorized by the Administrator;



 


		(d)	the delivery of previously owned shares of Common Stock;



 


		(e)	by a reduction in the number of shares otherwise deliverable
pursuant to the award; or



 


		(f)	subject to such procedures as the Administrator may adopt,
pursuant to a “cashless exercise” with a third party who provides financing for the purposes of (or who otherwise
facilitates) the purchase or exercise of awards.



 


In no event shall any shares newly-issued by the Corporation
be issued for less than the minimum lawful consideration for such shares or for consideration other than consideration permitted
by applicable state law. Shares of Common Stock used to satisfy the exercise price of an option shall be valued at their fair
market value. The Corporation will not be obligated to deliver any shares unless and until it receives full payment of the exercise
or purchase price therefor and any related withholding obligations under Section 8.5 and any other conditions to exercise
or purchase have been satisfied. Unless otherwise expressly provided in the applicable award agreement, the Administrator may
at any time eliminate or limit a participant’s ability to pay any purchase or exercise price of any award or shares by any
method other than cash payment to the Corporation.


 






     


     


    

 


		5.5	Definition
                                         of Fair Market Value. For purposes of this Plan, “fair market value”
                                         shall mean, unless otherwise determined or provided by the Administrator in the circumstances,
                                         the closing price (in regular trading) for a share of Common Stock on the Nasdaq Stock
                                         Market (the “Market”) for the date in question or, if no sales of
                                         Common Stock were reported on the Market on that date, the closing price (in regular
                                         trading) for a share of Common Stock on the Market for the next preceding day on which
                                         sales of Common Stock were reported on the Market. The Administrator may, however, provide
                                         with respect to one or more awards that the fair market value shall equal the closing
                                         price (in regular trading) for a share of Common Stock on the Market on the last trading
                                         day preceding the date in question or the average of the high and low trading prices
                                         of a share of Common Stock on the Market for the date in question or the most recent
                                         trading day. If the Common Stock is no longer listed or is no longer actively traded
                                         on the Market as of the applicable date, the fair market value of the Common Stock shall
                                         be the value as reasonably determined by the Administrator for purposes of the award
                                         in the circumstances. The Administrator also may adopt a different methodology for determining
                                         fair market value with respect to one or more awards if a different methodology is necessary
                                         or advisable to secure any intended favorable tax, legal or other treatment for the particular
                                         award(s) (for example, and without limitation, the Administrator may provide that
                                         fair market value for purposes of one or more awards will be based on an average of closing
                                         prices (or the average of high and low daily trading prices) for a specified period preceding
                                         the relevant date).



 


		5.6	Transfer Restrictions.



 


5.6.1       Limitations
on Exercise and Transfer. Unless otherwise expressly provided in (or pursuant to) this Section 5.6 or required by
applicable law: (a) all awards are non-transferable and shall not be subject in any manner to sale, transfer, anticipation,
alienation, assignment, pledge, encumbrance or charge; (b) awards shall be exercised only by the participant; and (c) amounts
payable or shares issuable pursuant to any award shall be delivered only to (or for the account of) the participant.


 


5.6.2       Exceptions.
The Administrator may permit awards to be exercised by and paid to, or otherwise transferred to, other persons or entities pursuant
to such conditions and procedures, including limitations on subsequent transfers, as the Administrator may, in its sole discretion,
establish in writing. Any permitted transfer shall be subject to compliance with applicable federal and state securities laws
and shall not be for value (other than nominal consideration, settlement of marital property rights, or for interests in an entity
in which more than 50% of the voting interests are held by the Eligible Person or by the Eligible Person’s family members).


 


5.6.3      Further
Exceptions to Limits on Transfer. The exercise and transfer restrictions in Section 5.6.1 shall not apply to:


 


		(a)	transfers to the Corporation (for example, in connection with
                                         the expiration or termination of the award);



 


		(b)	the designation of a beneficiary to receive benefits in the event
                                         of the participant’s death or, if the participant has died, transfers to or exercise
                                         by the participant’s beneficiary, or, in the absence of a validly designated beneficiary,
                                         transfers by will or the laws of descent and distribution;



 


		(c)	subject to any applicable limitations on ISOs, transfers to a
                                         family member (or former family member) pursuant to a domestic relations order if received
                                         by the Administrator;



 


		(d)	if the participant has suffered a disability, permitted transfers
                                         or exercises on behalf of the participant by his or her legal representative; or



 


		(e)	the authorization by the Administrator of “cashless exercise”
                                         procedures with third parties who provide financing for the purpose of (or who otherwise
                                         facilitate) the exercise of awards consistent with applicable laws and any limitations
                                         imposed by the Administrator.



 


		5.7	International
                                         Awards. One or more awards may be granted to Eligible Persons who provide services
                                         to the Corporation or one of its Subsidiaries outside of the United States. Any awards
                                         granted to such persons may be granted pursuant to the terms and conditions of any applicable
                                         sub-plans, if any, appended to this Plan and approved by the Administrator from time
                                         to time. The awards so granted need not comply with other specific terms of this Plan,
                                         provided that stockholder approval of any deviation from the specific terms of this Plan
                                         is not required by applicable law or any applicable listing agency.



 



     


     


    

 





		6.	EFFECT OF TERMINATION OF EMPLOYMENT OR SERVICE ON
AWARDS



 


		6.1	General.
                                         The Administrator shall establish the effect (if any) of a termination of employment
                                         or service on the rights and benefits under each award under this Plan and in so doing
                                         may make distinctions based upon, inter alia, the cause of termination and type of award.
                                         If the participant is not an employee of the Corporation or one of its Subsidiaries,
                                         is not a member of the Board, and provides other services to the Corporation or one of
                                         its Subsidiaries, the Administrator shall be the sole judge for purposes of this Plan
                                         (unless a contract or the award otherwise provides) of whether the participant continues
                                         to render services to the Corporation or one of its Subsidiaries and the date, if any,
                                         upon which such services shall be deemed to have terminated.



 


		6.2	Events
                                         Not Deemed Terminations of Employment. Unless the express policy of the Corporation
                                         or one of its Subsidiaries, or the Administrator, otherwise provides, or except as otherwise
                                         required by applicable law, the employment relationship shall not be considered terminated
                                         in the case of: (a) sick leave, (b) military leave, or (c) any other leave
                                         of absence authorized by the Corporation or one of its Subsidiaries, or the Administrator;
                                         provided that, unless reemployment upon the expiration of such leave is guaranteed by
                                         contract or law or the Administrator otherwise provides, such leave is for a period of
                                         not more than three months. In the case of any employee of the Corporation or one of
                                         its Subsidiaries on an approved leave of absence, continued vesting of the award while
                                         on leave from the employ of the Corporation or one of its Subsidiaries may be suspended
                                         until the employee returns to service, unless the Administrator otherwise provides or
                                         applicable law otherwise requires. In no event shall an award be exercised after the
                                         expiration of any applicable maximum term of the award.



 


		6.3	Effect
                                         of Change of Subsidiary Status. For purposes of this Plan and any award, if an
                                         entity ceases to be a Subsidiary of the Corporation a termination of employment or service
                                         shall be deemed to have occurred with respect to each Eligible Person in respect of such
                                         Subsidiary who does not continue as an Eligible Person in respect of the Corporation
                                         or another Subsidiary that continues as such after giving effect to the transaction or
                                         other event giving rise to the change in status unless the Subsidiary that is sold, spun-off
                                         or otherwise divested (or its successor or a direct or indirect parent of such Subsidiary
                                         or successor) assumes the Eligible Person’s award(s) in connection with such
                                         transaction.



 


		7.	ADJUSTMENTS; ACCELERATION



 


		7.1	Adjustments.



 


		(a)	Subject to Section 7.2, upon (or, as may be necessary
                                         to effect the adjustment, immediately prior to): any reclassification, recapitalization,
                                         stock split (including a stock split in the form of a stock dividend) or reverse stock
                                         split; any merger, combination, consolidation, conversion or other reorganization; any
                                         spin-off, split-up, or similar extraordinary dividend distribution in respect of the
                                         Common Stock; or any exchange of Common Stock or other securities of the Corporation,
                                         or any similar, unusual or extraordinary corporate transaction in respect of the Common
                                         Stock; then the Administrator shall equitably and proportionately adjust: (1) the
                                         number and type of shares of Common Stock (or other securities) that thereafter may be
                                         made the subject of awards (including the specific share limits, maximums and numbers
                                         of shares set forth elsewhere in this Plan); (2) the number, amount and type of
                                         shares of Common Stock (or other securities or property) subject to any outstanding awards;
                                         (3) the grant, purchase, or exercise price (which term includes the base price of
                                         any SAR or similar right) of any outstanding awards; and/or (4) the securities,
                                         cash or other property deliverable upon exercise or payment of any outstanding awards,
                                         in each case to the extent necessary to preserve (but not increase) the level of incentives
                                         intended by this Plan and the then-outstanding awards.



 


		(b)	Without limiting the generality of Section 3.4, any good
                                         faith determination by the Administrator as to whether an adjustment is required in the
                                         circumstances pursuant to this Section 7.1, and the extent and nature of any such
                                         adjustment, shall be conclusive and binding on all persons.



 






     


     


    

 


		7.2	Corporate Transactions - Assumption and Termination
of Awards.



 


		(a)	Upon any event in which the Corporation does not survive, or
                                         does not survive as a public company in respect of its Common Stock (including, without
                                         limitation, a dissolution, merger, combination, consolidation, conversion, exchange of
                                         securities, or other reorganization, or a sale of all or substantially all of the business,
                                         stock or assets of the Corporation, in any case in connection with which the Corporation
                                         does not survive or does not survive as a public company in respect of its Common Stock),
                                         then the Administrator may make provision for a cash payment in settlement of, or for
                                         the termination, assumption, substitution or exchange of any or all outstanding awards
                                         or the cash, securities or property deliverable to the holder of any or all outstanding
                                         awards, based upon, to the extent relevant under the circumstances, the distribution
                                         or consideration payable to holders of the Common Stock upon or in respect of such event.
                                         Upon the occurrence of any event described in the preceding sentence in connection with
                                         which the Administrator has made provision for the award to be terminated (and the Administrator
                                         has not made a provision for the substitution, assumption, exchange or other continuation
                                         or settlement of the award): (1) unless otherwise provided in the applicable award
                                         agreement, each then-outstanding option and SAR shall become fully vested,all shares
                                         of restricted stock then outstanding shall fully vest free of restrictions, and each
                                         other award granted under this Plan that is then outstanding shall become payable to
                                         the holder of such award (with any performance goals applicable to the award in each
                                         case being deemed met, unless otherwise provided in the award agreement, at the “target”
                                         performance level); and (2) each award (including any award or portion thereof that,
                                         by its terms, does not accelerate and vest in the circumstances) shall terminate upon
                                         the related event; provided that the holder of an option or SAR shall be given reasonable
                                         advance notice of the impending termination and a reasonable opportunity to exercise
                                         his or her outstanding vested options and SARs (after giving effect to any accelerated
                                         vesting required in the circumstances) in accordance with their terms before the termination
                                         of such awards (except that in no case shall more than ten days’ notice of the
                                         impending termination be required and any acceleration of vesting and any exercise of
                                         any portion of an award that is so accelerated may be made contingent upon the actual
                                         occurrence of the event).



 


		(b)	Without limiting the preceding paragraph, in connection with
                                         any event referred to in the preceding paragraph or any change in control event defined
                                         in any applicable award agreement, the Administrator may, in its discretion, provide
                                         for the accelerated vesting of any award or awards as and to the extent determined by
                                         the Administrator in the circumstances.



 


		(c)	For purposes of this Section 7.2, an award shall be deemed
                                         to have been “assumed” if (without limiting other circumstances in which
                                         an award is assumed) the award continues after an event referred to above in this Section 7.2,
                                         and/or is assumed and continued by the surviving entity following such event (including,
                                         without limitation, an entity that, as a result of such event, owns the Corporation or
                                         all or substantially all of the Corporation’s assets directly or through one or
                                         more subsidiaries (a “Parent”)), and confers the right to purchase
                                         or receive, as applicable and subject to vesting and the other terms and conditions of
                                         the award, for each share of Common Stock subject to the award immediately prior to the
                                         event, the consideration (whether cash, shares, or other securities or property) received
                                         in the event by the stockholders of the Corporation for each share of Common Stock sold
                                         or exchanged in such event (or the consideration received by a majority of the stockholders
                                         participating in such event if the stockholders were offered a choice of consideration);
                                         provided, however, that if the consideration offered for a share of Common Stock in the
                                         event is not solely the ordinary common stock of a successor corporation or a Parent,
                                         the Administrator may provide for the consideration to be received upon exercise or payment
                                         of the award, for each share subject to the award, to be solely ordinary common stock
                                         of the successor corporation or a Parent equal in fair market value to the per share
                                         consideration received by the stockholders participating in the event.



 


		(d)	The Administrator may adopt such valuation methodologies for
                                         outstanding awards as it deems reasonable in the event of a cash or property settlement
                                         and, in the case of options, SARs or similar rights, but without limitation on other
                                         methodologies, may base such settlement solely upon the excess if any of the per share
                                         amount payable upon or in respect of such event over the exercise or base price of the
                                         award. In the case of an option, SAR or similar right as to which the per share amount
                                         payable upon or in respect of such event is less than or equal to the exercise or base
                                         price of the award, the Administrator may terminate such award in connection with an
                                         event referred to in this Section 7.2 without any payment in respect of such award.



 


		(e)	In
                                         any of the events referred to in this Section 7.2, the Administrator may take such
                                         action contemplated by this Section 7.2 prior to such event (as opposed to on the
                                         occurrence of such event) to the extent that the Administrator deems the action necessary
                                         to permit the participant to realize the benefits intended to be conveyed with respect
                                         to the underlying shares. Without limiting the generality of the foregoing, the
                                         Administrator may deem an acceleration and/or termination to occur immediately prior
                                         to the applicable event and, in such circumstances, will reinstate the original terms
                                         of the award if an event giving rise to an acceleration and/or termination does not occur.



 






     


     


    

 


		(f)	Without limiting the generality of Section 3.4, any good
                                         faith determination by the Administrator pursuant to its authority under this Section 7.2
                                         shall be conclusive and binding on all persons.



 


		(g)	The Administrator may override the provisions of this Section 7.2
                                         by express provision in the award agreement and may accord any Eligible Person a right
                                         to refuse any acceleration, whether pursuant to the award agreement or otherwise, in
                                         such circumstances as the Administrator may approve. The portion of any ISO accelerated
                                         in connection with an event referred to in this Section 7.2 (or such other circumstances
                                         as may trigger accelerated vesting of the award) shall remain exercisable as an ISO only
                                         to the extent the applicable $100,000 limitation on ISOs is not exceeded. To the extent
                                         exceeded, the accelerated portion of the option shall be exercisable as a nonqualified
                                         stock option under the Code.



 


		8.	OTHER PROVISIONS



 


		8.1	Compliance
                                         with Laws. This Plan, the granting and vesting of awards under this Plan, the
                                         offer, issuance and delivery of shares of Common Stock, and/or the payment of money under
                                         this Plan or under awards are subject to compliance with all applicable federal, state,
                                         local and foreign laws, rules and regulations (including, but not limited to, state
                                         and federal securities law and federal margin requirements) and to such approvals by
                                         any listing, regulatory or governmental authority as may, in the opinion of counsel for
                                         the Corporation, be necessary or advisable in connection therewith. The person acquiring
                                         any securities under this Plan will, if requested by the Corporation or one of its Subsidiaries,
                                         provide such assurances and representations to the Corporation or one of its Subsidiaries
                                         as the Administrator may deem necessary or desirable to assure compliance with all applicable
                                         legal and accounting requirements.



 


		8.2	No
                                         Rights to Award. No person shall have any claim or rights to be granted an award
                                         (or additional awards, as the case may be) under this Plan, subject to any express contractual
                                         rights (set forth in a document other than this Plan) to the contrary.



 


		8.3	No
                                         Employment/Service Contract. Nothing contained in this Plan (or in any other
                                         documents under this Plan or in any award) shall confer upon any Eligible Person or other
                                         participant any right to continue in the employ or other service of the Corporation or
                                         one of its Subsidiaries, constitute any contract or agreement of employment or other
                                         service or affect an employee’s status as an employee at will, nor shall interfere
                                         in any way with the right of the Corporation or one of its Subsidiaries to change a person’s
                                         compensation or other benefits, or to terminate his or her employment or other service,
                                         with or without cause. Nothing in this Section 8.3, however, is intended to adversely
                                         affect any express independent right of such person under a separate employment or service
                                         contract other than an award agreement.



 


		8.4	Plan
                                         Not Funded. Awards payable under this Plan shall be payable in shares or from
                                         the general assets of the Corporation, and no special or separate reserve, fund or deposit
                                         shall be made to assure payment of such awards. No participant, beneficiary or other
                                         person shall have any right, title or interest in any fund or in any specific asset (including
                                         shares of Common Stock, except as expressly otherwise provided) of the Corporation or
                                         one of its Subsidiaries by reason of any award hereunder. Neither the provisions of this
                                         Plan (or of any related documents), nor the creation or adoption of this Plan, nor any
                                         action taken pursuant to the provisions of this Plan shall create, or be construed to
                                         create, a trust of any kind or a fiduciary relationship between the Corporation or one
                                         of its Subsidiaries and any participant, beneficiary or other person. To the extent that
                                         a participant, beneficiary or other person acquires a right to receive payment pursuant
                                         to any award hereunder, such right shall be no greater than the right of any unsecured
                                         general creditor of the Corporation.



 


		8.5	Tax
                                         Withholding. Upon any exercise, vesting, or payment of any award, or upon the
                                         disposition of shares of Common Stock acquired pursuant to the exercise of an ISO prior
                                         to satisfaction of the holding period requirements of Section 422 of the Code, or
                                         upon any other tax withholding event with respect to any award, arrangements satisfactory
                                         to the Corporation shall be made to provide for any taxes the Corporation or any of its
                                         Subsidiaries may be required or permitted to withhold with respect to such award event
                                         or payment. Such arrangements may include (but are not limited to) any one of (or a combination
                                         of) the following:



 






     


     


    

 


		(a)	The Corporation or one of its Subsidiaries shall have the right
                                         to require the participant (or the participant’s personal representative or beneficiary,
                                         as the case may be) to pay or provide for payment of the amount of any taxes which the
                                         Corporation or one of its Subsidiaries may be required or permitted to withhold with
                                         respect to such award event or payment.



 


		(b)	The Corporation or one of its Subsidiaries shall have the right
                                         to deduct from any amount otherwise payable in cash (whether related to the award or
                                         otherwise) to the participant (or the participant’s personal representative or
                                         beneficiary, as the case may be) the amount of any taxes which the Corporation or one
                                         of its Subsidiaries may be required or permitted to withhold with respect to such award
                                         event or payment.



 


		(c)	In any case where a tax is required to be withheld in connection
                                         with the delivery of shares of Common Stock under this Plan, the Administrator may in
                                         its sole discretion (subject to Section 8.1) require or grant (either at the time
                                         of the award or thereafter) to the participant the right to elect, pursuant to such rules and
                                         subject to such conditions as the Administrator may establish, that the Corporation reduce
                                         the number of shares to be delivered by (or otherwise reacquire) the appropriate number
                                         of shares, valued in a consistent manner at their fair market value or at the sales price
                                         in accordance with authorized procedures for cashless exercises, necessary to satisfy
                                         any applicable withholding obligation on exercise, vesting or payment.



 


		8.6	Effective Date, Termination and Suspension, Amendments.



 


8.6.1       Effective
Date. This Plan was originally effective as of December 14, 2018, the date of its original approval by the Board
(the “Effective Date”). This amended version of this Plan is effective as of December 10, 2020, the date
this amended version of this Plan was approved by the Board (the “Amendment Date”). This Plan shall be submitted
for and subject to stockholder approval no later than twelve months after the Amendment Date. Unless earlier terminated by the
Board and subject to any extension that may be approved by stockholders, this Plan shall terminate at the close of business on
the day before the eighth anniversary of the Amendment Date. After the termination of this Plan either upon such stated termination
date or its earlier termination by the Board, no additional awards may be granted under this Plan, but previously granted awards
(and the authority of the Administrator with respect thereto, including the authority to amend such awards) shall remain outstanding
in accordance with their applicable terms and conditions and the terms and conditions of this Plan.


 


8.6.2      Board
Authorization. The Board may, at any time, terminate or, from time to time, amend, modify or suspend this Plan, in whole
or in part. No awards may be granted during any period that the Board suspends this Plan.


 


8.6.3      Stockholder
Approval. To the extent then required by applicable law or deemed necessary or advisable by the Board, any amendment to
this Plan shall be subject to stockholder approval.


 


8.6.4      Amendments
to Awards. Without limiting any other express authority of the Administrator under (but subject to) the express limits
of this Plan, the Administrator by agreement or resolution may waive conditions of or limitations on awards to participants that
the Administrator in the prior exercise of its discretion has imposed, without the consent of a participant, and (subject to the
requirements of Sections 3.2 and 8.6.5) may make other changes to the terms and conditions of awards. Any amendment or other action
that would constitute a repricing of an award is subject to the no-repricing provision of Section 3.3.


 


8.6.5      Limitations
on Amendments to Plan and Awards. No amendment, suspension or termination of this Plan or amendment of any outstanding
award agreement shall, without written consent of the participant, affect in any manner materially adverse to the participant
any rights or benefits of the participant or obligations of the Corporation under any award granted under this Plan prior to the
effective date of such change. Changes, settlements and other actions contemplated by Section 7 shall not be deemed to constitute
changes or amendments for purposes of this Section 8.6.


 


		8.7	Privileges
                                         of Stock Ownership. Except as otherwise expressly authorized by the Administrator,
                                         a participant shall not be entitled to any privilege of stock ownership as to any shares
                                         of Common Stock not actually delivered to and held of record by the participant. Except
                                         as expressly required by Section 7.1 or otherwise expressly provided by the Administrator,
                                         no adjustment will be made for dividends or other rights as a stockholder for which a
                                         record date is prior to such date of delivery.



 






     


     


    

 


		8.8	Governing Law; Severability.



 


8.8.1      Choice
of Law. This Plan, the awards, all documents evidencing awards and all other related documents shall be governed by, and
construed in accordance with the laws of the State of New Jersey, notwithstanding any New Jersey or other conflict of law provision
to the contrary.


 


8.8.2      Severability.
If a court of competent jurisdiction holds any provision invalid and unenforceable, the remaining provisions of this Plan shall
continue in effect.


 


		8.9	Captions.
                                         Captions and headings are given to the sections and subsections of this Plan solely as
                                         a convenience to facilitate reference. Such headings shall not be deemed in any way material
                                         or relevant to the construction or interpretation of this Plan or any provision thereof.



 


		8.10	Stock-Based
                                         Awards in Substitution for Stock Options or Awards Granted by Other Corporation.
                                         Awards may be granted to Eligible Persons in substitution for or in connection with an
                                         assumption of employee stock options, SARs, restricted stock or other stock-based awards
                                         granted by other entities to persons who are or who will become Eligible Persons in respect
                                         of the Corporation or one of its Subsidiaries, in connection with a distribution, merger
                                         or other reorganization by or with the granting entity or an affiliated entity, or the
                                         acquisition by the Corporation or one of its Subsidiaries, directly or indirectly, of
                                         all or a substantial part of the stock or assets of the employing entity. The awards
                                         so granted need not comply with other specific terms of this Plan, provided the awards
                                         reflect adjustments giving effect to the assumption or substitution consistent with any
                                         conversion applicable to the common stock (or the securities otherwise subject to the
                                         award) in the transaction and any change in the issuer of the security. Any shares that
                                         are delivered and any awards that are granted by, or become obligations of, the Corporation,
                                         as a result of the assumption by the Corporation of, or in substitution for, outstanding
                                         awards previously granted or assumed by an acquired company (or previously granted or
                                         assumed by a predecessor employer (or direct or indirect parent thereof) in the case
                                         of persons that become employed by the Corporation or one of its Subsidiaries in connection
                                         with a business or asset acquisition or similar transaction) shall not be counted against
                                         the Share Limit or other limits on the number of shares available for issuance under
                                         this Plan.



 


		8.11	Non-Exclusivity
                                         of Plan. Nothing in this Plan shall limit or be deemed to limit the authority
                                         of the Board or the Administrator to grant awards or authorize any other compensation,
                                         with or without reference to the Common Stock, under any other plan or authority.



 


		8.12	No
                                         Corporate Action Restriction. The existence of this Plan, the award agreements
                                         and the awards granted hereunder shall not limit, affect, or restrict in any way the
                                         right or power of the Corporation or any Subsidiary (or any of their respective shareholders,
                                         boards of directors or committees thereof (or any subcommittees), as the case may be)
                                         to make or authorize: (a) any adjustment, recapitalization, reorganization or other
                                         change in the capital structure or business of the Corporation or any Subsidiary, (b) any
                                         merger, amalgamation, consolidation or change in the ownership of the Corporation or
                                         any Subsidiary, (c) any issue of bonds, debentures, capital, preferred or prior
                                         preference stock ahead of or affecting the capital stock (or the rights thereof) of the
                                         Corporation or any Subsidiary, (d) any dissolution or liquidation of the Corporation
                                         or any Subsidiary, (e) any sale or transfer of all or any part of the assets or
                                         business of the Corporation or any Subsidiary, (f) any other award, grant, or payment
                                         of incentives or other compensation under any other plan or authority (or any other action
                                         with respect to any benefit, incentive or compensation), or (g) any other corporate
                                         act or proceeding by the Corporation or any Subsidiary. No participant, beneficiary or
                                         any other person shall have any claim under any award or award agreement against any
                                         member of the Board or the Administrator, or the Corporation or any employees, officers
                                         or agents of the Corporation or any Subsidiary, as a result of any such action. Awards
                                         need not be structured so as to be deductible for tax purposes.



 


		8.13	Other
                                         Company Benefit and Compensation Programs. Payments and other benefits received
                                         by a participant under an award made pursuant to this Plan shall not be deemed a part
                                         of a participant’s compensation for purposes of the determination of benefits under
                                         any other employee welfare or benefit plans or arrangements, if any, provided by the
                                         Corporation or any Subsidiary, except where the Administrator expressly otherwise provides
                                         or authorizes in writing. Awards under this Plan may be made in addition to, in combination
                                         with, as alternatives to or in payment of grants, awards or commitments under any other
                                         plans, arrangements or authority of the Corporation or its Subsidiaries.



 






     


     


    

 


		8.14	Clawback
                                         Policy. The awards granted under this Plan are subject to the terms of the Corporation’s
                                         recoupment, clawback or similar policy as it may be in effect from time to time, as well
                                         as any similar provisions of applicable law, any of which could in certain circumstances
                                         require repayment or forfeiture of awards or any shares of Common Stock or other cash
                                         or property received with respect to the awards (including any value received from a
                                         disposition of the shares acquired upon payment of the awards).



 


		8.15	Administrative
                                         Discretion. Notwithstanding Section 3.7, the Minimum Vesting Requirement
                                         shall not limit or restrict the Administrator’s discretion to accelerate the vesting
                                         of any awards granted under this Plan in circumstances it determines to be appropriate
                                         (whether in connection with a transaction, termination of employment or for any other
                                         reason).