Exhibit 10.1


 


CHICKEN SOUP FOR THE SOUL ENTERTAINMENT, INC.


 


Amended and Restated 2017 Long Term Incentive
Plan


 


Section 1.              Purpose;
Definitions.


 


1.1.          Purpose. The
purpose of the Plan is to enable the Company to offer to employees, officers and directors of and consultants to the Company (and its
Parent companies, Subsidiaries and Affiliates) whose past, present and/or potential future contributions to the Company and its Subsidiaries
have been, are or will be important to the success of the Company, an opportunity to share monetarily in the success of and/or acquire
a proprietary interest in the Company. The various types of long-term incentive awards that may be provided under the Plan will enable
the Company to respond to changes in compensation practices, tax laws, accounting regulations and the size and diversity of its businesses.


 


1.2.         Definitions. For
purposes of the Plan, the following terms shall be defined as set forth below:


 


(a)          “Affiliate”
means a corporation, limited liability company or other entity that controls, is controlled by, or is under common control with the Company
and designated by the Committee from time to time as such.


 


(b)          “Agreement”
means the agreement between the Company and the Holder, or such other document as may be determined by the Committee, setting forth the
terms and conditions of an award under the Plan.


 


(c)          “Board”
means the Board of Directors of the Company.


 


(d)          “Change
of Control” means a transaction in which any one person, or more than one person acting as a group, acquires the ownership of stock
of the Company that, together with the stock held by such person or group, constitutes more than 50% of the total voting power of the
stock of the Company.


 


(e)          “Code”
means the Internal Revenue Code of 1986, as amended from time to time.


 


(f)          “Committee”
means the committee of the Board designated to administer the Plan as provided in Section 2.1. If no Committee is so designated, then
all references in this Plan to “Committee” shall mean the Board.


 






     


     


    

 


(g)          “Common
Stock” means the Class A Common Stock of the Company, par value $.0001 per share.


 


(h)          “Company”
means Chicken Soup for the Soul Entertainment, Inc., a corporation organized under the laws of the State of Delaware.


 


(i)           “Disability”
means physical or mental impairment as determined under procedures established by the Committee for purposes of the Plan.


 


(j)           “Effective
Date” means the date determined pursuant to Section 12.1.


 


(k)          “Fair
Market Value,” unless otherwise required by any applicable provision of the Code or any regulations issued thereunder, means, as
of any given date: (i) if the Common Stock is listed on a national securities exchange or is traded over-the-counter and last sale information
is available, the last sale price of the Common Stock in the principal trading market for the Common Stock on such date, as reported by
the exchange or by such source that the Committee deems reliable, as the case may be; or (ii) if the fair market value of the Common Stock
cannot be determined pursuant to clause (i), such price as the Committee shall determine, in good faith.


 


(l)           “Holder”
means a person who has received an award under the Plan.


 


(m)          “Incentive
Bonus” means a bonus opportunity awarded under Section 9 pursuant to which a recipient may become entitled to receive an amount
based on satisfaction of such Performance Goals as are specified in the award Agreement.


 


(n)          “Incentive
Stock Option” means any Stock Option intended to be and designated as an “incentive stock option” within the meaning
of Section 422 of the Code.


 


(o)          “Non-qualified
Stock Option” means any Stock Option that is not an Incentive Stock Option.


 


(p)          “Normal
Retirement” means retirement from active employment with the Company or any Subsidiary on or after such age which may be designated
by the Committee as “retirement age” for any particular Holder. If no age is designated, it shall be 65.


 


(q)          “Other
Stock-Based Award” means an award under Section 8 that is valued in whole or in part by reference to, or is otherwise based upon,
Common Stock.


 


(r)           “Parent”
means any present or future “parent corporation” of the Company, as such term is defined in Section 424(e) of the Code.


 






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(s)          “Performance
Goal” means any goals the Committee establishes that relate to one or more of the following with respect to the Company or any one
or more of its Subsidiaries or its or their respective business units, in all cases before Excluded Items (defined below) except as otherwise
determined by the Committee upon the grant of an award: sales or other revenues; cost of goods sold; gross profit; expenses or expense
or cost reductions; income or earnings, including net income or income from operations; earnings before one or more items such as interest,
taxes, depreciation and amortization; margins; working capital or any of its components, including accounts receivable, inventories and/or
accounts payable; assets or productivity of assets; return on shareholders’ equity, capital, assets, debt or ratio of debt to equity
or other financial measure that appears on the Company’s financial statements or is derived from one or more amounts that appear
on the Company’s financial statements; stock price; dividend payments; economic value added, or other measure of profitability that
considers the cost of capital employed; cash flow; net increase (decrease) in cash and cash equivalents; customer satisfaction; market
share; product quality; new product introductions or launches; sustainability, including energy or materials utilization; business efficiency
measures; retail sales; safety; or any combination of the foregoing. Performance Goals also may include earnings per share on a consolidated
basis and total shareholder return. Unless otherwise determined by the Committee at the time of grant, as to each Performance Goal, the
relevant measurement of performance shall be computed in accordance with U.S. generally accepted accounting principles to the extent applicable,
but will exclude the effects of the following: (i) charges for reorganizing and restructuring, (ii) discontinued operations, (iii) asset
write-downs, (iv) gains or losses on the disposition of a business or business segment or arising from the sale of assets outside the
ordinary course of business, (v) changes in tax or accounting principles, regulations or laws, (vi) extraordinary, unusual, transition,
one-time and/or non-recurring expenses, revenues or other items of gain or loss, (vii) changes in interest expenses as a result of modified
debt structures and (viii) mergers and acquisitions, that, in case of each of the foregoing, the Company identifies in its publicly filed
periodic or current reports, its audited financial statements, including notes to the financial statements, or the Management’s
Discussion and Analysis section of the Company’s annual report, to the extent applicable (collectively, the “Excluded Items”).
With respect to any award intended to qualify as performance-based compensation under Section 162(m) of the Code, such exclusions shall
be made only to the extent consistent with Section 162(m) of the Code. To the extent consistent with Section 162(m) of the Code, the Committee
may also provide for other adjustments to Performance Goals in the Agreement. In addition, the Committee may appropriately adjust any
evaluation of performance under a Performance Goal to exclude any of the following events that occurs during a performance period: (i)
litigation, claims, judgments or settlements; (ii) the effects of changes in other laws or regulations affecting reported results; and
(iii) accruals of any amounts for payment under this Plan or any other compensation arrangements maintained by the Company; provided that,
with respect to any award intended to qualify as performance-based compensation under Section 162(m) of the Code, such adjustment may
be made only to the extent consistent with Code Section 162(m) of the Code. Where applicable, the Performance Goals may be expressed,
without limitation, in terms of attaining a specified level of the particular criterion or the attainment of an increase or decrease (expressed
as absolute numbers, averages and/or percentages) in the particular criterion or achievement in relation to a peer group or other index.
The Performance Goals may include a threshold level of performance below which no payment will be made (or no vesting will occur), levels
of performance at which specified payments will be paid (or specified vesting will occur), and a maximum level of performance above which
no additional payment will be made (or at which full vesting will occur). In addition, in the case of awards that the Committee determines
at the date of grant will not be considered performance based compensation under Section 162(m) of the Code, the Administrator may establish
other Performance Goals and provide for other exclusions or adjustments not listed in this Plan.


 


(t)           “Plan”
means the Company’s 2017 Long Term Incentive Plan, as hereinafter amended from time to time.


 


(u)          “Repurchase
Value” shall mean the Fair Market Value if the award to be settled under Section 2.2(d) or repurchased under Section 5.2(l) is comprised
of shares of Common Stock and the difference between Fair Market Value and the exercise price (if lower than Fair Market Value) if the
award is a Stock Option or Stock Appreciation Right; in each case, multiplied by the number of shares subject to the award. “Repurchase
Value” if the award to be repurchased under Section 10.2 is comprised of shares of Common Stock shall mean the greater of the Fair
Market Value or the value of such award based upon the price per share of Common Stock received or to be received by other shareholders
of the Company in the event. “Repurchase Value” if the award to be repurchased under Section 10.2 is comprised of Stock Options
or Stock Appreciation Rights shall mean the difference between the greater of (1) the Fair Market Value or the value of such award based
upon the price per share of Common Stock received or to be received by other shareholders of the Company in the event and (2) the exercise
price (if lower), multiplied by the number of shares subject to the award.


 






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(v)          “Restriction
Period” means the time or conditions within which awards may be subject to forfeiture, including upon termination of employment
or failure of performance conditions.


 


(w)          “Restricted
Stock” means Common Stock received under an award made pursuant to Section 7 that is subject to restrictions under Section
7.


 


(x)           “Restricted
Stock Unit” means an unfunded, unsecured right to receive, on the applicable settlement date, one share or an amount in cash or
other consideration determined by the Committee to be of equal value as of such settlement date, subject to certain vesting conditions
and other restrictions.


 


(y)          “SAR
Value” means the excess of the Fair Market Value (on the exercise date) over (a) the exercise price that the participant would have
otherwise had to pay to exercise the related Stock Option or (b) if a Stock Appreciation Right is granted unrelated to a Stock Option,
the Fair Market Value of a share of Common Stock on the date of grant of the Stock Appreciation Right, in either case, multiplied by the
number of shares for which the Stock Appreciation Right is exercised.


 


(z)           “Stock
Appreciation Right” means the right to receive from the Company, without a cash payment to the Company, either a number of shares
of Common Stock equal to the SAR Value divided by the Fair Market Value (on the exercise date), or, at the Company’s election, cash
in the amount of the SAR Value.


 


(aa)         “Stock
Option” or “Option” means any option to purchase shares of Common Stock which is granted pursuant to the Plan.


 


(bb)        “Subsidiary”
means any present or future “subsidiary corporation” of the Company, as such term is defined in Section 424(f) of the Code.


 


(cc)         “Vest”
means to become exercisable or to otherwise obtain ownership rights in an award. No award shall vest in less than a one-year period.


 


Section 2.              Administration.


 


2.1.          Committee
Membership. The Plan shall be administered by the Board or a Committee. If administered by a Committee, such Committee shall
be composed of at least two directors, all of whom are “outside directors” within the meaning of the regulations issued
under Section 162(m) of the Code and “non-employee” directors within the meaning of Rule 16b-3 under the Securities Exchange
Act of 1934, as amended. Committee members shall serve for such term as the Board may in each case determine and shall be subject to removal
at any time by the Board.


 


2.2.          Powers
of Committee. The Committee shall have full authority to award, pursuant to the terms of the Plan: (i) Stock Options, (ii) Stock
Appreciation Rights, (iii) Restricted Stock, (iv) Restricted Stock Units, (v) Other Stock-Based Awards, and/or (vi) Incentive Bonuses.
For purposes of illustration and not of limitation, the Committee shall have the authority (subject to the express provisions of this
Plan):


 


(a)          to
select the officers, employees, directors and consultants of the Company, Parent, Subsidiary or Affiliate to whom Stock Options, Stock
Appreciation Rights, Restricted Stock, Restricted Stock Units, Other Stock-Based Awards and/or Incentive Bonuses may from time to time
be awarded hereunder;


 






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(b)          to
determine the terms and conditions, not inconsistent with the terms of the Plan, of any award granted hereunder (including, but not limited
to, number of shares, share exercise price or types of consideration paid upon exercise of such options, such as other securities of the
Company or other property, any restrictions or limitations, and any vesting, exchange, surrender, cancellation, acceleration, termination,
exercise or forfeiture provisions, or any Performance Goals, as the Committee shall determine);


 


(c)          to
determine the terms and conditions under which awards granted hereunder are to operate on a tandem basis and/or in conjunction with or
apart from other awards under this Plan and cash and non-cash awards made by the Company, Parent, Subsidiary and/or Affiliate outside
of this Plan; and


 


(d)          to
make payments and distributions with respect to awards (i.e., to “settle” awards) through cash payments in an amount
equal to the Repurchase Value.


 


The Committee may not modify or amend any outstanding
Option or Stock Appreciation Right to reduce the exercise price of such Option or Stock Appreciation Right, as applicable, below the exercise
price as of the date of grant of such Option or Stock Appreciation Right. In addition, no payment of cash or other property having a value
greater than the Repurchase Value may be made, and no Option or Stock Appreciation Right with a lower exercise price may be granted, in
exchange for, or in connection with, the cancellation or surrender of an Option or Stock Appreciation Right.


 


Notwithstanding anything to the contrary, the Committee
shall not grant to any one Holder in any one calendar year Options and/or Stock Appreciation Rights and/or any other awards with respect
to more than 100,000 shares in the aggregate or Incentive Bonuses for more than $200,000 in the aggregate. In all cases, determinations
of these limits should be made in a manner that is consistent with the exemption for performance-based compensation that Section 162(m)
of the Code provides. Non-employee Directors may not be granted any awards covering more than 15,000 shares of Common Stock in any year.


 


2.3.          Interpretation
of Plan. Subject to Section 11, the Committee shall have the authority to adopt, alter and repeal such administrative rules, guidelines
and practices governing the Plan as it shall from time to time deem advisable, to interpret the terms and provisions of the Plan and any
award issued under the Plan (and to determine the form and substance of all Agreements relating thereto), and to otherwise supervise the
administration of the Plan. Subject to Section 11, all decisions made by the Committee pursuant to the provisions of the Plan shall be
made in the Committee’s sole discretion and shall be final and binding upon all persons, including the Company, its Parent, Subsidiaries,
Affiliates and Holders.


 






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Section 3.             Stock
Subject to Plan.


 


3.1.          Number
of Shares. The total number of shares of Common Stock reserved and available for issuance under the Plan shall be up to 5,000,000
(five million) shares and no more than 5,000,000 (five million) shares of Common Stock may be granted as Incentive Stock Options. Shares
of Common Stock under the Plan (“Shares”) may consist, in whole or in part, of authorized and unissued shares or treasury
shares. If any shares of Common Stock that have been granted pursuant to a Stock Option cease to be subject to a Stock Option, or if any
shares of Common Stock that are subject to any Stock Appreciation Right, Restricted Stock award, Restricted Stock Units or Other Stock-Based
Award granted hereunder are forfeited, or any such award otherwise terminates without a payment being made to the Holder in the form of
Common Stock, such shares shall again be available for distribution in connection with future grants and awards under the Plan.
If a Holder pays the exercise price of a Stock Option by surrendering any previously owned shares and/or arranges to have the appropriate
number of shares otherwise issuable upon exercise withheld to cover the withholding tax liability associated with the Stock Option exercise,
then, in the Committee’s discretion, the number of shares available under the Plan may be increased by the lesser of (i) the number
of such surrendered shares and shares used to pay taxes; and (ii) the number of shares purchased under such Stock Option.


 


3.2.          Adjustment
Upon Changes in Capitalization, Etc. In the event of any common stock dividend payable on shares of Common Stock, Common Stock
split or reverse split, combination or exchange of shares of Common Stock, or other extraordinary or unusual event which results in a
change in the shares of Common Stock of the Company as a whole, the Committee shall determine, in its sole discretion, whether such change
equitably requires an adjustment in the terms of any award in order to prevent dilution or enlargement of the benefits available
under the Plan (including number of shares subject to the award and the exercise price) or the aggregate number of shares reserved for
issuance under the Plan. Any such adjustments will be made by the Committee, whose determination will be final, binding and conclusive.


 


3.3.          Administrative
Stand Still. In the event of any changes in capitalization described above in Section 3.2, or any other extraordinary
transaction or change affecting the shares or the share price of Common Stock, including any equity restructuring or any securities offering
or other similar transaction, for administrative convenience, the Committee may refuse to permit the exercise of any award for up to sixty
days before and/or after such transaction; provided, however, that the Committee may not refuse to permit the exercise of any award during
the last five trading days prior to the expiration of such award.


 


3.4.          Substitute
Awards. In connection with an entity’s merger or consolidation with the Company or any Subsidiary or Affiliate or
the Company’s or any Subsidiary’s or Affiliate’s acquisition of an entity’s property or stock, the
Committee may grant awards in substitution for any options or other stock or stock-based awards granted before such merger or consolidation
by such entity or its affiliate. Substitute awards may be granted on such terms as the Committee deems appropriate, notwithstanding limitations
on awards in the Plan. Substitute awards will not count against the plan limit, except that shares acquired by exercise of substitute
Incentive Stock Options will count against the maximum number of shares that may be issued pursuant to the exercise of Incentive Stock
Options under the Plan.


 


Section 4.              Eligibility.


 


Awards may be made or granted to employees, officers,
directors and consultants of the Company, Parent companies, Subsidiaries or Affiliates who are deemed to have rendered or to be able to
render significant services to the Company or Subsidiaries and who are deemed to have contributed or to have the potential to contribute
to the success of the Company or Subsidiary and which recipients are qualified to receive options under the regulations governing Form
S-8 registration statements under the Securities Act of 1933, as amended (“Securities Act”). No Incentive Stock Option shall
be granted to any person who is not an employee of the Company, Parent or Subsidiary (including any non-employee directors) at the
time of grant or so qualified as set forth in the immediately preceding sentence. Notwithstanding anything to the contrary, an award may
be made or granted to a person in connection with his hiring or retention, or at any time on or after the date he reaches an agreement
(oral or written) with the Company, Subsidiaries, Parents or Affiliates with respect to such hiring or retention, even though it may be
prior to the date the person first performs services for the Company or Subsidiaries; provided, however, that no portion of any such award
shall vest prior to the date the person first performs such services and the date of grant shall be deemed to be the date hiring or retention
commences.


 






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Section 5.              Stock
Options.


 


5.1.          Grant
and Exercise. Stock Options granted under the Plan may be of two types: (i) Incentive Stock Options and (ii) Non-qualified Stock
Options. Any Stock Option granted under the Plan shall contain such terms, not inconsistent with this Plan, or with respect to Incentive
Stock Options, not inconsistent with the Plan and the Code, as the Committee may from time to time approve. The Committee shall have the
authority to grant Incentive Stock Options or Non-qualified Stock Options, or both types of Stock Options which may be granted alone
or in addition to other awards granted under the Plan.


 


5.2.          Terms
and Conditions. Stock Options granted under the Plan shall be subject to the following terms and conditions:


 


(a)          Option
Term. The term of each Stock Option shall be fixed by the Committee; provided, however, that no Stock Option may be exercisable
after the expiration of ten years from the date of grant; provided, further, that no Incentive Stock Option granted to a person who, at
the time of grant, owns stock possessing more than 10% of the total combined voting power of all classes of voting stock of the Company
(“10% Shareholder”) may be exercisable after the expiration of five years from the date of grant.


 


(b)          Exercise
Price. The exercise price per share of Common Stock purchasable under a Stock Option shall be determined by the Committee at
the time of grant; provided, however, that the exercise price of a Stock Option may not be less than 100% of the Fair Market Value on
the date of grant or, if greater, the par value of a share of Common Stock; provided, further, that the exercise price of an Incentive
Stock Option granted to a 10% Shareholder may not be less than 110% of the Fair Market Value on the date of grant.


 


(c)          Exercisability. Stock
Options shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee.
The Committee intends generally to provide that Stock Options be exercisable only in installments, i.e., that they vest over time, generally
over a two- to five-year period. The Committee may waive such installment exercise provisions at any time at or after the time of grant
in whole or in part, based upon such factors as the Committee determines.


 






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(d)          Method
of Exercise. Subject to whatever installment, exercise and waiting period provisions are applicable in a particular case, Stock
Options may be exercised in whole or in part at any time during the term of the Option by giving written notice of exercise to the Company
specifying the number of shares of Common Stock to be purchased. Such notice shall be accompanied by payment in full of the purchase price,
which shall be in cash or, if provided in the Agreement, either in shares of Common Stock (including Restricted Stock and other contingent
awards under this Plan) or partly in cash and partly in such Common Stock, or such other means which the Committee determines are consistent
with the Plan’s purpose and applicable law. Cash payments shall be made by wire transfer, certified or bank check or personal check,
in each case payable to the order of the Company; provided, however, that the Company shall not be required to deliver certificates for
shares of Common Stock with respect to which an Option is exercised until the Company has confirmed the receipt of good and available
funds in payment of the purchase price thereof (except that, in the case of an exercise arrangement approved by the Committee and described
in the last sentence of this paragraph, payment may be made as soon as practicable after the exercise). The Committee may permit
a Holder to elect to pay the exercise price upon the exercise of a Stock Option by irrevocably authorizing a third party to sell shares
of Common Stock (or a sufficient portion of the shares) acquired upon exercise of the Stock Option and remit to the Company a sufficient
portion of the sale proceeds to pay the entire exercise price and any tax withholding resulting from such exercise. The Committee may
also authorize other means for paying the exercise price of a Stock Option, including using the value of the Stock Option (as determined
by the difference in the market price of the Common Stock and the exercise price of the Stock Option or other means determined by the
Committee).


 


(e)          Stock
Payments. Payments in the form of Common Stock shall be valued at the Fair Market Value on the date of exercise. Such payments
shall be made by delivery of stock certificates in negotiable form that are effective to transfer good and valid title thereto to the
Company, free of any liens or encumbrances.


 


(f)          Transferability. Except
as may be set forth in the next sentence of this Section or in the Agreement, no Stock Option shall be transferable by the Holder other
than by will or by the laws of descent and distribution, and all Stock Options shall be exercisable, during the Holder’s lifetime,
only by the Holder (or, to the extent of legal incapacity or incompetency, the Holder’s guardian or legal representative). Notwithstanding
the foregoing, a Holder, with the approval of the Committee, may transfer a Non-Qualified Stock Option (i) (A) by gift, for
no consideration, or (B) pursuant to a domestic relations order, in either case, to or for the benefit of the Holder’s “Immediate
Family” (as defined below), or (ii) to an entity in which the Holder and/or members of Holder’s Immediate Family own more
than fifty percent of the voting interest, subject to such limits as the Committee may establish and the execution of such documents as
the Committee may require, and the transferee shall remain subject to all the terms and conditions applicable to the Non-Qualified Stock
Option prior to such transfer. The term “Immediate Family” shall mean any child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law
or sister-in-law, including adoptive relationships, any person sharing the Holder’s household (other than a tenant or employee),
a trust in which these persons have more than fifty percent beneficial interest, and a foundation in which these persons (or the Holder)
control the management of the assets. The Committee may, in its sole discretion, permit transfer of an Incentive Stock Option in a manner
consistent with applicable tax and securities law upon the Holder’s request.


 


(g)          Termination
by Reason of Death. If a Holder’s employment by, or association with, the Company, Parent, Subsidiary or Affiliate terminates
by reason of death, any Stock Option held by such Holder, unless otherwise determined by the Committee and set forth in the Agreement,
shall thereupon automatically terminate, except that the portion of such Stock Option that has vested on the date of death may thereafter
be exercised by the legal representative of the estate or by the legatee of the Holder under the will of the Holder, for a period of one
year (or such other greater or lesser period as the Committee may specify in the Agreement) from the date of such death or until the expiration
of the stated term of such Stock Option, whichever period is shorter.


 






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(h)          Termination
by Reason of Disability. If a Holder’s employment by, or association with, the Company, Parent, Subsidiary or Affiliate
terminates by reason of Disability, any Stock Option held by such Holder, unless otherwise determined by the Committee and set forth in
the Agreement, shall thereupon automatically terminate, except that the portion of such Stock Option that has vested on the date of termination
may thereafter be exercised by the Holder for a period of one year (or such other greater or lesser period as the Committee may specify
in the Agreement) from the date of such termination or until the expiration of the stated term of such Stock Option, whichever period
is shorter.


 


(i)            Termination
by Reason of Normal Retirement. Subject to the provisions of Section 13.4, if such Holder’s employment by, or association
with, the Company, Parent, Subsidiary or Affiliate terminates due to Normal Retirement, any Stock Option held by such Holder, unless otherwise
determined by the Committee and set forth in the Agreement, shall thereupon automatically terminate, except that the portion of such Stock
Option that has vested on the date of termination may thereafter be exercised by the Holder for a period of one year in the case of a
Non-Qualified Stock Option or three months in the case of an Incentive Stock Option (or such other greater or lesser period as the Committee
may specify in the Agreement) from the date of such termination or until the expiration of the stated term of such Stock Option,
whichever period is shorter.


 


(j)            Other
Termination. Subject to the provisions of Section 13.4, if such Holder’s employment by, or association with, the Company,
Parent, Subsidiary or Affiliate terminates for any reason other than death, Disability or Normal Retirement, any Stock Option held by
such Holder, unless otherwise determined by the Committee and set forth in the Agreement, shall thereupon automatically terminate, except
that, if the Holder’s employment is terminated by the Company, Parent, Subsidiary or Affiliate without cause, the portion
of such Stock Option that has vested on the date of termination may thereafter be exercised by the Holder for a period of three months (or
such other greater or lesser period as the Committee may specify in the Agreement) from the date of such termination or until the
expiration of the stated term of such Stock Option, whichever period is shorter.


 


(k)           Incentive
Stock Options. The aggregate Fair Market Value (on the date of grant of the Stock Option) with respect to which Incentive Stock
Options become exercisable for the first time by a Holder during any calendar year (under all such plans of the Company and its Parent
and Subsidiaries) shall not exceed $100,000. To the extent that any Stock Option intended to qualify as an Incentive Stock Option
does not so qualify, including by reason of the immediately preceding sentence, it shall constitute a separate Non-qualified Stock
Option. The Company shall have no liability to any Holder or any other person if a Stock Option designated as an Incentive Stock Option
fails to qualify as such at any time or if a Stock Option is determined to constitute “nonqualified deferred compensation”
within the meaning of Section 409A of the Code and the terms of such Stock Option do not satisfy the requirements of Section 409A of the
Code.


 


(l)            Buyout
and Settlement Provisions. The Committee may at any time, in its sole discretion, offer to repurchase a Stock Option previously
granted, at a purchase price not to exceed the Repurchase Value, based upon such terms and conditions as the Committee shall establish
and communicate to the Holder at the time that such offer is made.


 


(m)          Rights
as Shareholder. A Holder shall have none of the rights of a Shareholder with respect to the shares subject to the Option until such
shares shall be transferred to the Holder upon the exercise of the Option.


 






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Section 6.              Stock
Appreciation Rights.


 


6.1.          Grant
and Exercise.  Subject to the terms and conditions of the Plan, the Committee may grant Stock Appreciation Rights in tandem
with an Option or alone and unrelated to an Option. The Committee may grant Stock Appreciation Rights to participants who have been or
are being granted Stock Options under the Plan as a means of allowing such participants to exercise their Stock Options without the
need to pay the exercise price in cash. In the case of a Non-qualified Stock Option, a Stock Appreciation Right may be granted
either at or after the time of the grant of such Non-qualified Stock Option. In the case of an Incentive Stock Option, a Stock Appreciation
Right may be granted only at the time of the grant of such Incentive Stock Option.


 


6.2.          Terms
and Conditions. Stock Appreciation Rights shall be subject to the following terms and conditions:


 


(a)           Exercisability. Stock
Appreciation Rights shall be exercisable as shall be determined by the Committee and set forth in the Agreement, subject, for Stock Appreciation
Rights granted in tandem with an Incentive Stock Option, to the limitations, if any, imposed by the Code with respect to related Incentive
Stock Options.


 


(b)          Termination. All
or a portion of a Stock Appreciation Right granted in tandem with a Stock Option shall terminate and shall no longer be exercisable upon
the termination or after the exercise of the applicable portion of the related Stock Option.


 


(c)           Method
of Exercise.  Stock Appreciation Rights shall be exercisable upon such terms and conditions as shall be determined by the
Committee and set forth in the Agreement and, for Stock Appreciation Rights granted in tandem with a Stock Option, by surrendering the
applicable portion of the related Stock Option. Upon exercise of all or a portion of a Stock Appreciation Right and, if applicable, surrender
of the applicable portion of the related Stock Option, the Holder shall be entitled to receive a number of shares of Common Stock equal
to the SAR Value divided by the Fair Market Value on the date the Stock Appreciation Right is exercised or, at the Company’s election,
cash for the value so calculated.


 


(d)          Shares
Available Under Plan. The granting of a Stock Appreciation Right in tandem with a Stock Option shall not affect the number of shares
of Common Stock available for awards under the Plan. The number of shares available for awards under the Plan will, however, be reduced
by the number of shares of Common Stock acquirable upon exercise of the Stock Option to which such Stock Appreciation Right relates.


 


Section 7.              Restricted
Stock; Restricted Stock Units.


 


7.1.          Grant. Shares
of Restricted Stock may be awarded either alone or in addition to other awards granted under the Plan. The Committee shall determine the
eligible persons to whom, and the time or times at which, grants of Restricted Stock will be awarded, the number of shares to be awarded,
the price (if any) to be paid by the Holder, any Restriction Period, the vesting schedule and rights to acceleration thereof, the Performance
Goal(s), if any, and level of achievement versus the Performance Goal(s) that shall determine the number of shares of Restricted Stock
granted, issued and/or vested, the term of the performance period, if any, as to which performance will be measured for determining the
number of such shares of Restricted Stock and all other terms and conditions of the awards. In addition, the Committee may
award Restricted Stock Units, which may be subject to vesting and forfeiture conditions during the applicable Restriction Period, as set
forth in an Agreement.


 






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7.2.          Restricted
Stock Terms and Conditions. Each Restricted Stock award shall be subject to the following terms and conditions:


 


(a)          Certificates. Restricted
Stock, when issued, will be represented by a stock certificate or certificates registered in the name of the Holder to whom such Restricted
Stock shall have been awarded. During the Restriction Period, certificates representing the Restricted Stock and any securities constituting
Retained Distributions (as defined below) shall bear a legend to the effect that ownership of the Restricted Stock (and such Retained
Distributions) and the enjoyment of all rights appurtenant thereto are subject to the restrictions, terms and conditions provided in the
Plan and the Agreement. Such certificates shall be deposited by the Holder with the Company, together with stock powers or other instruments
of assignment, each endorsed in blank, which will permit transfer to the Company of all or any portion of the Restricted Stock
and any securities constituting Retained Distributions that shall be forfeited or that shall not become vested in accordance with the
Plan and the Agreement.


 


(b)          Rights
of Holder. Restricted Stock shall constitute issued and outstanding shares of Common Stock for all corporate purposes. The Holder
will have the right to vote such Restricted Stock and to exercise all other rights, powers and privileges of a holder of Common Stock
with respect to such Restricted Stock, with the exceptions that (i) the Holder will not be entitled to delivery of the stock certificate or
certificates representing such Restricted Stock until the Restriction Period shall have expired and unless all other vesting requirements
with respect thereto shall have been fulfilled; (ii) the Company will retain custody of the stock certificate or certificates representing
the Restricted Stock during the Restriction Period; (iii) the Company will retain custody of all dividends and distributions (“Retained
Distributions”) made, paid or declared with respect to the Restricted Stock (and such Retained Distributions will be subject to
the same restrictions, terms and conditions as are applicable to the Restricted Stock) until such time, if ever, as the Restricted Stock
with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested and with respect to
which the Restriction Period shall have expired; and (iv) a breach by the Holder of any of the restrictions, terms or conditions contained
in this Plan or the Agreement or otherwise established by the Committee with respect to any Restricted Stock or Retained Distributions
will cause a forfeiture of such Restricted Stock and any Retained Distributions with respect thereto.


 


(c)          Vesting;
Forfeiture. Upon the expiration of the Restriction Period with respect to each award of Restricted Stock and the satisfaction
of any other applicable restrictions, terms and conditions, which may include Performance Goals, (i) all or part of such Restricted Stock
shall become vested in accordance with the terms of the Agreement, and (ii) any Retained Distributions with respect to such Restricted
Stock shall become vested to the extent that the Restricted Stock related thereto shall have become vested. Any such Restricted Stock
and Retained Distributions that do not vest shall be forfeited to the Company and the Holder shall not thereafter have any rights
with respect to such Restricted Stock and Retained Distributions that shall have been so forfeited.


 


(d)          Discretionary
Adjustments and Limits. Notwithstanding the satisfaction of any Performance Goals, the number of shares of Restricted Stock granted,
issued and/or vested under an award of Restricted Stock on account of either financial performance or personal performance evaluations
may, to the extent specified in the Agreement, be reduced, but not increased, by the Committee on the basis of such further considerations
as the Committee shall determine.


 






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7.3.          Restricted
Stock Units Terms and Conditions. Each Restricted Stock Units award shall be subject to the following terms and conditions:


 


(a)          Settlement.
The Committee may provide that settlement of Restricted Stock Units will occur upon or as soon as reasonably practicable after the Restricted
Stock Units vest or will instead be deferred, on a mandatory basis or at the Holder’s election, in a manner intended to comply with
Section 409A.


 


(b)          Shareholder
Rights.  A Holder will have no rights of a holder of Common Stock with respect to shares subject to any Restricted Stock Unit
unless and until the shares are delivered in settlement of the Restricted Stock Unit.


 


(c)          Dividend
Equivalents. If the Committee provides, a grant of Restricted Stock Units may provide a Holder with the right to receive dividend
equivalents. Dividend equivalents may be paid currently or credited to an account for the Holder, settled in cash or shares and subject
to the same restrictions on transferability and forfeitability as the Restricted Stock Units with respect to which the dividend equivalents
are granted and subject to other terms and conditions as set forth in the Agreement.


 


Section 8.              Other
Stock-Based Awards.


 


Other Stock-Based Awards may be awarded, subject
to limitations under applicable law, that are denominated or payable in, valued in whole or in part by reference to, or otherwise based
on or related to, shares of Common Stock, as deemed by the Committee to be consistent with the purposes of the Plan, including, without
limitation, purchase rights, shares of Common Stock awarded which are not subject to any restrictions or conditions, convertible or exchangeable
debentures, or other rights convertible into shares of Common Stock and awards valued by reference to the value of securities of or the
performance of specified Subsidiaries. These other stock-based awards may include performance shares or options, whose award is tied
to specific Performance Goals. Other Stock-Based Awards may be awarded either alone or in addition to or in tandem with any other
awards under this Plan or any other plan of the Company. Each other Stock-Based Award shall be subject to such terms and conditions as
may be determined by the Committee.


 


Section 9.              Incentive
Bonuses.


 


9.1.          General.
Each Incentive Bonus award will confer upon the Holder the opportunity to earn a future payment tied to the level of achievement with
respect to one or more Performance Goal(s) established for a performance period established by the Committee.


 


9.2.          Incentive
Bonus Document. The terms of any Incentive Bonus will be set forth in an Agreement. Each Agreement evidencing an Incentive Bonus shall
contain provisions regarding (i) the target and maximum amount payable to the Holder as an Incentive Bonus, (ii) the Performance Goal(s)
and level of achievement versus the Performance Goal(s) that shall determine the amount of such payment, (iii) the term of the performance
period as to which performance shall be measured for determining the amount of any payment, (iv) the timing of any payment earned by virtue
of performance, (v) restrictions on the alienation or transfer of the Incentive Bonus prior to actual payment, (vi) forfeiture provisions
and (vii) such further terms and conditions, in each case not inconsistent with this Plan as may be determined from time to time by the
Committee.


 






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9.3.          Performance
Goals. The Committee shall establish the Performance Goal(s) and level of achievement versus the Performance Goal(s) that shall determine
the target and maximum amount payable under an Incentive Bonus.


 


9.4.          Timing
and Form of Payment. The Committee shall determine the timing of payment of any Incentive Bonus. Payment of the amount due under an
Incentive Bonus shall be made in cash. The Committee may provide for or, subject to such terms and conditions as the Committee may specify,
may permit a Holder to elect for, the payment of any Incentive Bonus to be deferred to a specified date or event.


 


9.5.          Discretionary
Adjustments. Notwithstanding satisfaction of any Performance Goals, the amount paid under an Incentive Bonus on account of either
financial performance or personal performance evaluations may, to the extent specified in the Agreement, be reduced, but not increased,
by the Committee on the basis of such further considerations as the Committee shall determine.


 


9.6.          Termination.
If a Holder’s employment by, or association with, the Company or any Subsidiary, Parent or Affiliate terminates
for any reason (including by reason of death or Disability), the Holder shall receive payment in respect of any Incentive Bonuses
only to the extent specified by the Committee, unless otherwise expressly provided in the Agreement or another contract, including
an employment agreement. Payments in respect of any such Incentive Bonuses shall be made at the time specified by the Committee and set
forth in the Agreement.


 


Section 10.           Accelerated
Vesting and Exercisability.


 


10.1.        Non-Approved
Transactions.  If there is a Change of Control, and the Board does not authorize or otherwise approve such transaction,
then the vesting periods of any and all Stock Options and other awards granted and outstanding under the Plan shall be accelerated and
all such Stock Options and awards will immediately and entirely vest, and the respective holders thereof will have the immediate right
to purchase and/or receive any and all Common Stock subject to such Stock Options and awards on the terms set forth in this Plan
and the respective Agreements respecting such Stock Options and awards, and all Performance Goals will be deemed achieved at 100% of target
levels and all other terms and conditions will be deemed met. An increase in the percentage of stock owned by any one person, or
persons acting as a group, as a result of a transaction in which the Company acquires its stock in exchange for property is not treated
as an acquisition of stock for purposes of this Section 10.1.


 






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10.2.       Approved
Transactions.  The Committee may, in the event of an acquisition by any one person, or more than one person acting as a
group, together with acquisitions during the 12-month period ending on the date of the most recent acquisition by such person or persons,
of assets from the Company that have a total gross fair market value equal to or more than 50% of the total gross fair market value of
all of the assets of the Company immediately before such acquisition or acquisitions, or there is a Change of Control that has been
approved by the Company’s Board of Directors, (i) accelerate the vesting of any and all Stock Options and other awards granted
and outstanding under the Plan; (ii) require a Holder of any Stock Option, Stock Appreciation Right, Restricted Stock award or Other Stock-Based
Award granted under this Plan to relinquish such award to the Company upon the tender by the Company to Holder of cash, stock or other
property, or any combination thereof, in an amount equal to the Repurchase Value of such award; provided, however, that the obligation
to tender the Repurchase Value to such Holders may be subject to any terms and conditions to which the tender of consideration to the
Company’s shareholders in connection with the acquisition is subject, including any terms and conditions of the acquisition providing
for an adjustment to or escrow of such consideration; and provided, further, that in the case of any Stock Option or Stock Appreciation
Right with an exercise price that equals or exceeds the price paid for a share of Common Stock in connection with the acquisition, the
Committee may cancel the Stock Option or Stock Appreciation Right without the payment of consideration therefor; and/or (iii) terminate
all incomplete performance periods in respect of awards in effect on the date the acquisition occurs, determine the extent to which Performance
Goals have been met based upon such information then available as it deems relevant and cause to be paid to the Holder all or the applicable
portion of the award based upon the Committee's determination of the degree of attainment of Performance Goals, or on such other basis
determined by the Committee. For this purpose, gross fair market value means the value of the assets of the Company, or the value
of the assets being disposed of, determined without regard to any liabilities associated with such assets.


 


10.3.       Code
Section 409A. Notwithstanding any provisions of this Plan or any award granted hereunder to the contrary, no acceleration shall
occur with respect to any award to the extent such acceleration would cause the Plan or an award granted hereunder to fail to comply with
Code Section 409A.


 


Section 11.           Amendment
and Termination.


 


The Board may at any time, and from time to time,
amend alter, suspend or discontinue any of the provisions of the Plan or any Agreement, but no amendment, alteration, suspension or discontinuance
shall be made that would impair the rights of a Holder under any Agreement theretofore entered into hereunder, without the Holder’s
consent, except as set forth in this Plan or the Agreement. Notwithstanding anything to the contrary herein, no amendment to the provisions
of the Plan shall be effective unless approved by the shareholders of the Company to the extent shareholder approval is necessary to satisfy
any provision of the Code or other applicable law or the listing requirements of any national securities exchange on which the Company’s
securities are listed.


 


Section 12.            Term
of Plan.


 


12.1.        Effective
Date.  The Effective Date of the Plan shall be January 1, 2017, subject to the approval of the Plan by the Company’s
shareholders within one year after the Effective Date. Only Stock Options may be granted under the Plan prior to such approval of the
Plan by the Company’s shareholders; provided, however, that if the Plan is not approved by the affirmative vote of the
holders of a majority of the Common Stock within one year from the Effective Date, then (i) no Incentive Stock Options may be granted
hereunder and (ii) all Incentive Stock Options previously granted hereunder shall be automatically converted into Non-qualified Stock
Options.


 


12.2.        Termination
Date. Unless terminated by the Board, this Plan shall continue to remain effective until such time as no further awards may be
granted and all awards granted under the Plan are no longer outstanding. Notwithstanding the foregoing, grants of Incentive Stock Options
may be made only during the ten-year period beginning on the Effective Date.


 






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Section 13.           General
Provisions.


 


13.1.        Written
Agreements. Each award granted under the Plan shall be confirmed by, and shall be subject to the terms of, the Agreement
executed by the Company and the Holder, or such other document as may be determined by the Committee. The Committee may terminate any
award made under the Plan if the Agreement relating thereto is not executed and returned to the Company within 10 days after
the Agreement has been delivered to the Holder for his or her execution.


 


13.2.        Performance
Awards.  The Committee, in its sole discretion, may determine at the time an award is granted or at any time thereafter
whether such award is intended to qualify as “performance based compensation” within the meaning of Section 162(m) of the
Code. For the avoidance of doubt, nothing herein shall require the Committee to structure any awards in a manner intended to constitute
performance based compensation and the Committee shall be free, in its sole discretion, to grant awards that are not intended to be performance
based compensation. Notwithstanding any other provision of the Plan and except as otherwise determined by the Committee, any award which
is granted under the Plan and is intended to qualify as performance based compensation` shall be subject to any additional limitations
set forth in Section 162(m) of the Code or any regulations or rulings issued thereunder that are requirements for qualification as performance
based compensation, and the Plan and the applicable Agreement shall be deemed amended to the extent necessary to conform to such requirements.
In addition, Restricted Stock awards, Other Stock-Based Awards and Incentive Bonus awards that are intended to qualify as performance
based compensation under Section 162(m) of the Code shall be subject to the following provisions, which shall control over any conflicting
provision in the Plan or any Agreement:


 


(a)          To
the extent necessary to comply with the requirements of Section 162(m)(4)(C) of the Code, no later than 90 days following the commencement
of any performance period or any designated fiscal period or period of service (or such earlier time as may be required under Section
162(m) of the Code), the Committee shall, in writing, (a) designate the recipient to receive such award, (b) select the performance criteria
applicable to the performance period, (c) establish the Performance Goals, and amounts of such awards, as applicable, which may be earned
for such performance period based on the performance criteria, and (d) specify the relationship between performance criteria and the Performance
Goals and the amounts of such awards, as applicable, to be earned by each covered employee for such performance period.


 


(b)          Following
the completion of each performance period, the Committee shall certify in writing whether and the extent to which the applicable Performance
Goals have been achieved for such performance period. In determining the amount earned under such awards, the Committee shall have the
right to reduce or eliminate (but not to increase) the amount payable at a given level of performance to take into account additional
factors that the Committee may deem relevant, including the assessment of individual or corporate performance for the performance period.


 


(c)          No
adjustment or action described in Section 3.2 or in any other provision of the Plan shall be authorized to the extent that such adjustment
or action would cause such award to fail to so qualify as performance based compensation, unless the Committee determines that the award
should not so qualify.


 






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13.3.        Unfunded
Status of Plan. The Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation.
With respect to any payments not yet made to a Holder by the Company, nothing contained herein shall give any such Holder any rights that
are greater than those of a general creditor of the Company.


 


13.4.        Employees.


 


(a)          Engaging
in Competition With the Company; Solicitation of Customers and Employees; Disclosure of Confidential Information.  If a
Holder’s employment with the Company, Parent, Subsidiary or Affiliate is terminated for any reason whatsoever, and Holder
(i) within three months after the date thereof, accepts employment with any competitor of, or otherwise engages in competition with, the
Company, Parent, Subsidiary or Affiliate, (ii) within two years after the date thereof, solicits any customers or employees of the Company,
Parent, Subsidiary or Affiliate to do business with or render services to the Holder or any business with which the Holder becomes affiliated
or to which the Holder renders services or (iii) at any time uses or discloses to anyone outside the Company any confidential information
or material of the Company, Parent, Subsidiary or Affiliate in violation of the Company’s policies or any agreement between the
Holder and the Company, Parent, Subsidiary or Affiliate, the Committee, in its sole discretion, may require such Holder to return (through
the payment of cash, return and transfer to the Company of shares of Common Stock or by other methods determined by the Committee) to
the Company the economic value of any award that was realized or obtained by such Holder at any time during the period beginning on the
date that is six months prior to the date such Holder’s employment with the Company is terminated; provided, however, that if the
Holder is a resident of the State of California, such right must be exercised by the Company for cash within six months after the date
of termination of the Holder’s service to the Company or within six months after exercise of the applicable Stock Option, whichever
is later. In such event, Holder agrees to (1) remit to the Company, in cash, an amount equal to the difference between the Fair Market
Value of the shares subject to the award on the date of termination (or the sales price of such shares if the shares were sold during
such six month period) and the price the Holder paid the Company for such shares, or (2) in the case of SARs, shall, at the Company’s
election, return the full amount paid to the Holder in connection therewith.


 


(b)          Termination
for Cause. If a Holder’s employment with the Company, Parent, subsidiary or Affiliate is terminated for cause, the Committee
may, in its sole discretion, require such Holder to return to the Company the economic value of any award that was realized or obtained
by such Holder at any time during the period beginning on that date that is six months prior to the date such Holder’s employment with
the Company is terminated. In such event, Holder agrees to (1) remit to the Company, in cash, an amount equal to the difference between
the Fair Market Value of the shares on the date of termination (or the sales price of such Shares if the shares were sold during such
six month period) and the price the Holder paid the Company for such shares, (2) with the consent of the Company, which may be withheld
for any reason or no reason, shares of Common Stock having Fair Market Value surrendered to the Company equal to the Fair Market Value
on the date they were acquired upon exercise of the Option or (3) in the case of SARs, shall return the full amount paid to
the Holder in connection therewith.


 


(c)          No
Right of Employment. Nothing contained in the Plan or in any award hereunder shall be deemed to confer upon any Holder who is
an employee of the Company, Parent, Subsidiary or Affiliate any right to continued employment with the Company, Parent,
Subsidiary or Affiliate, nor shall it interfere in any way with the right of the Company, Parent, Subsidiary or Affiliate to
terminate the employment of any Holder who is an employee at any time.


 






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13.5.        No
Fractional Shares. No fractional shares of Common Stock shall be issued or delivered pursuant to the Plan. The Committee shall determine
whether cash, additional awards or other securities or property shall be issued or paid in lieu of fractional shares of Common Stock or
whether any fractional shares should be rounded, forfeited or otherwise eliminated.


 


13.6.        Provisions
for Foreign Participants.  The Committee may modify awards granted to Holders who are foreign nationals or employed outside the
United States or establish subplans or procedures under the Plan to address differences in laws, rules, regulations or customs of such
foreign jurisdictions with respect to tax, securities, currency, employee benefit or other matters.


 


13.7.        Limitations
on Liability. 


 


(a)          Notwithstanding
any other provisions of the Plan, no individual acting as a director, officer, other employee or agent of the Company or any Subsidiary,
Parent or Affiliate will be liable to any Holder, former Holder, spouse, beneficiary, or any other person for any claim, loss,
liability, or expense incurred in connection with the Plan or any award, and such individual will not be personally liable with respect
to the Plan because of any contract or other instrument executed in his or her capacity as member of the Committee, director, officer,
other employee or agent of the Company or any Subsidiary, Parent or Affiliate. The Company will indemnify and hold harmless each director,
officer, other employee and agent of the Company or any Subsidiary, Parent or Affiliate that has been or will be granted or
delegated any duty or power relating to the Plan’s administration or interpretation, against any cost or expense (including attorneys’
fees) or liability (including any sum paid in settlement of a claim with the Committee’s approval) arising from any act or omission
concerning this Plan unless arising from such person’s own fraud or bad faith.


 


(b)          Neither
the Company nor any Subsidiary shall be liable to a Holder or any other person as to: (i) the non-issuance or sale of shares as to which
the Company has been unable to obtain from any regulatory body having jurisdiction the authority deemed by the Company’s counsel
to be necessary to the lawful issuance and sale of any shares hereunder; and (ii) any tax consequence expected, but not realized, by any
Holder or other person due to the receipt, exercise or settlement of any Award granted hereunder.


 


13.8.        Lock-Up
Period. The Company may, at the request of any underwriter representative, placement agent or otherwise, in connection with the registered
offering of any Company securities under the Securities Act or pursuant to an exemption therefrom, prohibit Holders from, directly or
indirectly, selling or otherwise transferring any shares or other Company securities acquired under this Plan during a period of up to
one hundred eighty days following either the effective date of a Company registration statement filed under the Securities Act, in the
case of a registered offering, or the closing date of the sale of the Company securities, in the case of an offering exempt from registration,
or for such longer period as determined by the underwriter, representative or placement agent.


 






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13.9.        Data
Privacy. As a condition for receiving 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 paragraph by and among the Company and its Parent, Subsidiaries and
Affiliates exclusively for implementing, administering and managing the Holder’s participation in the Plan. The Company and its
Parent, Subsidiaries and Affiliates may hold certain personal information about a Holder, including the Holder’s name, address and
telephone number; birthdate; social security, insurance number or other identification number; salary; nationality; job title(s); any
shares held in the Company or its Parent, Subsidiaries and Affiliates; and award details, to implement, manage and administer the Plan
and awards (the “Data”). The Company and its Parent, Subsidiaries and Affiliates may transfer the Data amongst themselves
as necessary to implement, administer and manage a Holder’s participation in the Plan, and the Company and its Subsidiaries and
Affiliates may transfer the Data to third parties assisting the Company with Plan implementation, administration and management. 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. By accepting an award, each Holder authorizes such recipients to receive, possess,
use, retain and transfer the Data, in electronic or other form, to implement, administer and manage the Holder’s participation in
the Plan, including any required Data transfer to a broker or other third party with whom the Company or the Holder may elect to deposit
any shares. The Data related to a Holder will be held only as long as necessary to implement, administer, and manage the Holder’s
participation in the Plan. A Holder may, at any time, view the Data that the Company holds regarding such Holder, request additional information
about the storage and processing of the Data regarding such Holder, recommend any necessary corrections to the Data regarding the Holder
or refuse or withdraw the consents in this Section 13.9 in writing, without cost, by contacting the local human resources representative.
The Company may cancel Holder’s ability to participate in the Plan and, in the Committee’s discretion, the Holder may forfeit
any outstanding awards if the Holder refuses or withdraws the consents in this Section 13.9. For more information on the consequences
of refusing or withdrawing consent, Holders may contact their local human resources representative.


 


13.10.      Successor.
The obligations of the Company under the Plan shall be binding upon any successor corporation or organization resulting from the merger,
consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding to all or substantially
all of the assets and business of the Company and its Subsidiaries, taken as a whole.


 


13.11.      Investment
Representations; Company Policy. The Committee may require each person acquiring shares of Common Stock pursuant to a Stock Option
or other award under the Plan to represent to and agree with the Company in writing that the Holder is acquiring the shares for investment
without a view to distribution thereof. Each person acquiring shares of Common Stock pursuant to a Stock Option or other award under the
Plan shall be required to abide by all policies of the Company in effect at the time of such acquisition and thereafter with respect to
the ownership and trading of the Company’s securities.


 


13.12.      Additional
Incentive Arrangements. Nothing contained in the Plan shall prevent the Board from adopting such other or additional incentive
arrangements as it may deem desirable, including, but not limited to, the granting of Stock Options and the awarding of Common Stock
and cash otherwise than under the Plan; and such arrangements may be either generally applicable or applicable only in specific cases.


 






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13.13.      Withholding
Taxes. Not later than the date as of which an amount must first be included in the gross income of the Holder for Federal income
tax purposes with respect to any Stock Option or other award under the Plan, the Holder shall pay to the Company, or make arrangements
satisfactory to the Committee regarding the payment of, any Federal, state and local taxes of any kind required by law to be withheld
or paid with respect to such amount. If permitted by the Committee, tax withholding or payment obligations may be settled with Common
Stock, including Common Stock that is part of the award that gives rise to the withholding requirement. The obligations of the
Company under the Plan shall be conditioned upon such payment or arrangements and the Company or the Holder’s employer (if not the
Company) shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to
the Holder from the Company or any Subsidiary.


 


13.14.      Clawback.
Notwithstanding any other provisions of the Plan, any award which is subject to recovery under any law, government regulation or listing
requirement of any national securities exchange on which the Company’s securities are listed, will be subject to such deductions
and clawback as may be required to be made pursuant to such law, government regulation or listing requirement (or any policy adopted by
the Company pursuant to any such law, government regulation or listing requirement).


 


13.15.      Governing
Law. The Plan and all awards made and actions taken thereunder shall be governed by and construed in accordance with
the law of the State of Delaware (without regard to choice of law provisions).


 


13.16.      Other
Benefit Plans. Any award granted under the Plan shall not be deemed compensation for purposes of computing benefits under any
retirement plan of the Company or any Parent, Subsidiary or Affiliate and shall not affect any benefits under any
other benefit plan now or subsequently in effect under which the availability or amount of benefits is related to the level of compensation
(unless required by specific reference in any such other plan to awards under this Plan).


 


13.17.      Non-Transferability. Except
as otherwise expressly provided in the Plan or the Agreement, no right or benefit under the Plan may be alienated, sold, assigned, hypothecated,
pledged, exchanged, transferred, encumbranced or charged, and any attempt to alienate, sell, assign, hypothecate, pledge, exchange,
transfer, encumber or charge the same shall be void.


 


13.18.      Applicable
Laws. The obligations of the Company with respect to all Stock Options and other awards under the Plan shall be subject to
(i) all applicable laws, rules and regulations and such approvals by any governmental agencies as may be required, including, without
limitation, the Securities Act, and (ii) the rules and regulations of any securities exchange on which the Common Stock may be listed. Notwithstanding
anything herein to the contrary, the Plan and all awards will be administered only in conformance with such applicable laws. To the extent
such applicable laws permit, the Plan and all Agreements will be deemed amended as necessary to conform to such applicable laws.


 


13.19.      Conflicts. If
any of the terms or provisions of the Plan or an Agreement conflict with the requirements of Section 422 of the Code, then such terms
or provisions shall be deemed inoperative to the extent they so conflict with such requirements. Additionally, if this Plan or any Agreement
does not contain any provision required to be included herein under Section 422 of the Code, such provision shall be deemed to be incorporated
herein and therein with the same force and effect as if such provision had been set out at length herein and therein. If any of the terms
or provisions of any Agreement conflict with any terms or provisions of the Plan, then such Agreement shall be deemed entered
into outside of this Plan. Additionally, if any Agreement does not contain any provision required to be included therein under the Plan,
such provision shall be deemed to be incorporated therein with the same force and effect as if such provision had been set out at length
therein.


 






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13.20.      Compliance
with Section 409A of the Code. The Company intends that any awards be structured in compliance with, or to satisfy an exemption
from, Section 409A of the Code, such that there are no adverse tax consequences, interest, or penalties pursuant to Section 409A of the
Code as a result of the awards. Notwithstanding the Company’s intention, in the event any award is subject to Section 409A of the
Code, the Committee may, in its sole discretion and without a participant’s prior consent, amend this Plan and/or outstanding Agreements,
adopt policies and procedures, or take any other actions (including amendments, policies, procedures and actions with retroactive effect)
as are necessary or appropriate to (i) exempt this Plan and/or any award from the application of Section 409A of the Code, (ii)
preserve the intended tax treatment of any such award, or (iii) comply with the requirements of Section 409A of the Code, including without
limitation any such regulations guidance, compliance programs and other interpretive authority that may be issued after the date of grant
of an award. This Plan shall be interpreted at all times in such a manner that the terms and provisions of the Plan and the awards are
exempt from or comply with Section 409A of the Code.


 


13.21.      Sub-Plans.
The Committee may from time to time establish sub-plans under the Plan for purposes of satisfying blue sky, securities, tax or other laws
of various jurisdictions in which the Company intends to grant Awards. Any sub-plans shall contain such limitations and other terms and
conditions as the Committee determines are necessary or desirable. All sub-plans shall be deemed a part of the Plan, but each sub-plan
shall apply only to the participants in the jurisdiction for which the sub-plan was designed.


 


13.22.      Non-Registered
Stock. The shares of Common Stock to be distributed under this Plan have not been, as of the Effective Date, registered under
the Securities Act or any applicable state or foreign securities laws and the Company has no obligation to any Holder to register the
Common Stock or to assist the Holder in obtaining an exemption from the various registration requirements, or to list the Common Stock
on a national securities exchange or any other trading or quotation system.


 


13.23.      Non-Uniform
Treatment. The Committee's determinations under the Plan need not be uniform and may be made by it selectively among persons who are
eligible to receive, or actually receive, Awards. Without limiting the generality of the foregoing, the Committee shall be entitled to
make non-uniform and selective determinations, amendments and adjustments, and to enter into non-uniform and selective Award Agreements. 


 






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