Exhibit 4.4


 


AMENDED AND RESTATED


 


HCIT HOLDINGS, INC.
2009 EQUITY INCENTIVE PLAN


 


Section 1.     Purpose.


 


This plan shall be known as the “Amended and Restated HCIT Holdings, Inc.
2009 Equity Incentive Plan” (the “Plan”). The purpose of the Plan is to promote the interests of HCIT Holdings, Inc.,
a Delaware corporation (the “Company”), its stockholders, and the Company Group by (i) attracting and retaining
key officers, employees, and directors of, and consultants to, the Company Group; (ii) motivating such individuals by means of performance-related
incentives to achieve long-range performance goals; (iii) enabling such individuals to participate in the long-term growth and financial
success of the Company Group; (iv) encouraging ownership of stock in the Company by such individuals; and (v) linking their
compensation to the long-term interests of the Company and its stockholders. With respect to any awards granted under the Plan that are
intended to comply with the requirements of “performance-based compensation” under Section 162(m) of the Code,
the Plan shall be interpreted in a manner consistent with such requirements.


 


The Plan represents the successor to the Amended and Restated 2009
Equity Incentive Plan of Change Healthcare, Inc. (the “2009 Plan”), which plan and certain awards outstanding
thereunder were assumed by the Company in connection with the transactions contemplated under the Contribution Agreement entered into
by the Company, Change Healthcare Inc. and the other parties thereto dated as of June 28, 2016 (the “Transaction”).


 


In connection with the Transaction, the Company assumed the 2009 Plan,
the Company assumed certain awards outstanding thereunder, as adjusted for the Transaction (the “Converted Awards”),
and the Company amended and restated the 2009 Plan. The Converted Awards will remain outstanding under the Plan and be subject to the
terms and conditions of the Plan and the Award Agreements evidencing such Converted Awards. For the avoidance of doubt, Converted Awards
shall not constitute Substitute Awards.


 


Section 2.     Definitions.


 


As used in the Plan, the following terms shall have the meanings set
forth below:


 


(a)            “Affiliate”
means, with respect to any specified Person, (i) any other Person which directly or indirectly through one or more intermediaries
controls, or is controlled by, or is under common control with, such specified Person (for the purposes of this definition and the definition
of “Subsidiary”, “control” (including, with correlative meanings, the terms “controlling,” “controlled
by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly,
of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities,
by agreement or otherwise) and (ii) with respect to any natural Person, any Member of the Immediate Family of such natural Person
(for purposes of the Stockholders Agreement); provided, that for purposes of this Agreement (A) no Stockholder or such Stockholder’s
Affiliates (each as defined in the Stockholders Agreement) (other than the Company, the JV and their Subsidiaries) shall be deemed an
Affiliate of the Company, the JV or any of its Subsidiaries, (B) no Sponsor (as defined in the Stockholders Agreement) shall be
considered an Affiliate of any of its portfolio companies nor shall any portfolio company of a Sponsor be considered to be an Affiliate
of such Sponsor, (C) the Company, the Stockholders (including the Sponsors), the JV and their respective Affiliates, on the one
hand, shall not be deemed to be Affiliates of McKesson and its Affiliates, on the other hand, and (D) for the avoidance of doubt,
the JV shall not be deemed to be an Affiliate of any Sponsor.


 






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(b)            “Award”
shall mean any Option, Stock Appreciation Right, Restricted Share Award, Restricted Share Unit, Performance Award, Other Stock-Based
Award or other award granted under the Plan, whether singly, in combination or in tandem, to a Participant by the Committee (or the Board)
pursuant to such terms, conditions, restrictions and/or limitations, if any, as the Committee (or the Board) may establish or which are
required by applicable legal requirements.


 


(c)            “Award
Agreement” shall mean any written agreement, contract or other instrument or document evidencing any Award, which may, but
need not, be executed or acknowledged by a Participant.


 


(d)            “Beneficial
Ownership” (including correlative terms) shall have the meaning given such term in Rule 13d-3 promulgated under the Exchange
Act.


 


(e)            “Board”
shall mean the Board of Directors of the Company.


 


(f)            “Cause”
shall mean, unless otherwise defined in the applicable Award Agreement, a Service Recipient having “cause” to terminate
a Participant’s employment or service, as defined in any written employment agreement then in effect between the Participant and
the Service Recipient, or in the absence of such an agreement with respect to any Participant, such Participant’s (i) failure
to comply with the employment policies of the Service Recipient or a material breach of an employment, consulting or other agreement,
including any written confidentiality, non-compete, non-solicitation or business opportunity covenant contained in any agreement entered
into by such Participant and the Service Recipient; (ii) commission of any material act of dishonesty, breach of trust or misconduct
in connection with performance of employment-related duties; or (iii) conviction of, or pleading guilty or nolo contendere to, any
felony or to any crime involving dishonesty, theft or unethical business conduct, or conduct which could impair or injure a member of
the Company Group or its reputation.


 


(g)            “Change
of Control” means the occurrence of any of the following events:


 


(A) prior to an IPO, (1) any acquisition,
merger or consolidation of the JV by, with or into any other entity or any other similar transaction (including through an acquisition
of shares of the Company), whether in a single transaction or series of related transactions, in which (A) the members of the JV
and their Affiliates immediately prior to such transaction in the aggregate cease to Beneficially Own more than 50% of the general voting
power of the entity surviving or resulting from such transaction (or its equity holders) or (B) any Person or any group of Persons
acting together which would constitute a “group” for purposes of Section 13(d) of the Securities and Exchange Act
of 1934, or any successor provisions thereto (a “Group”) (other than a Group composed solely of members of the JV
and their respective Affiliates) becomes the “beneficial owner” (as such term is defined in Rule 13d-3 and Rule 13d-5
promulgated under the Exchange Act, as amended (the “Exchange Act”), a “Beneficial Owner”) of more than
50% of the general voting power of the entity surviving or resulting from such transaction (or its equity holders), (2) any transaction
or series of related transactions in which more than 50% of the JV’s general voting power is transferred to or acquired by any
Person or Group (other than a Group composed solely of members of the JV and their respective Affiliates), including through an acquisition
of shares of the Company or (3) the sale or transfer by the JV of all or substantially all of its assets; provided, however,
that, in determining whether a Change of Control under this clause (i) has occurred, transfers to any Permitted Transferee (as defined
in the LLC Agreement) shall not be taken into account;


 






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(B)            following
an IPO and excluding stockholders who become stockholders pursuant to the Qualified MCK Exit (as defined in the LLC Agreement), any Person
or any Group, excluding a corporation or other entity owned, directly or indirectly, by the stockholders of the Company in substantially
the same proportions as their ownership of stock in the Company, is or becomes the Beneficial Owner, directly or indirectly, of securities
of the Company representing more than 50% of the combined voting power of the Company’s then outstanding voting securities immediately
prior to such Person or Group becoming a Beneficial Owner;


 


(C)            following
an IPO, the following individuals cease for any reason to constitute a majority of the number of directors of the Company then serving:
individuals who, immediately following the Qualified MCK Exit, constitute the Board and any new director whose appointment or election
by the Board or nomination for election by the Company’s shareholders was approved or recommended by a vote of at least two-thirds
(2/3) of the directors then still in office who either were directors immediately following the Qualified MCK Exit or whose appointment,
election or nomination for election was previously so approved or recommended by the directors referred to in this clause (C);


 


(D)            following
an IPO, there is consummated a merger or consolidation of the Company with any other corporation or other entity, and, immediately after
the consummation of such merger or consolidation, either (x) the Board immediately prior to the merger or consolidation does not
constitute at least a majority of the board of directors of the company surviving the merger or consolidation or, if the surviving company
is a Subsidiary, the ultimate parent thereof, or (y) the voting securities of the Company immediately prior to such merger or consolidation
do not continue to represent or are not converted or exchanged into more than 50% of the combined voting power of the then outstanding
voting securities of the Person resulting from such merger or consolidation or, if the surviving company is a Subsidiary, the ultimate
parent thereof; or


 


(E) the shareholders
of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement or series of
related agreements for the sale, lease or other disposition, directly or indirectly, by the Company of all or substantially all of the
Company’s assets, other than such sale or other disposition by the Company of all or substantially all of its assets to an entity,
at least 50% of the combined voting power of the voting securities which are Beneficially Owned, directly or indirectly, by shareholders
of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale.


 






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Notwithstanding the foregoing, (i) a “Change
of Control” shall be deemed not to have occurred by reason of an Exchange (as defined in the LLC Agreement) and (ii) except
with respect to clause (C) and clause (D)(x) above, a “Change of Control” shall not be deemed to have occurred
by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders
of the shares of the Company immediately prior to such transaction or series of transactions continue to have substantially the same
proportionate ownership in, and own substantially all of the shares of, an entity which owns all or substantially all of the assets of
the Company immediately following such transaction or series of transactions. For the avoidance of doubt, neither an IPO nor a Qualified
MCK Exit shall constitute a “Change of Control.”


 


(h)            “Code”
shall mean the Internal Revenue Code of 1986, as amended from time to time.


 


(i)            “Committee”
shall mean the Compensation Committee of the Board or a subcommittee thereof, or such other committee designated by the Board to
administer the Plan. To the extent that compensation realized in respect of Awards is intended to be “performance based”
under Section 162(m) and the Committee is not comprised solely of individuals who are “outside directors” within
the meaning of Section 162(m), the Committee may from time to time delegate some or all of its functions under the Plan to a committee
or subcommittee composed of members that meet the relevant requirements.


 


(j)            “Company
Group” shall mean the Company, JV, eRx, and their respective Subsidiaries and Affiliates, or any Affiliate as designated by
the Board as being a participating employer in the Plan.


 


(k)            “Consultant”
shall mean any consultant to a Service Recipient.


 


(l)            “Covered
Officer” shall mean at any date (i) any individual who, with respect to the previous taxable year of the Company, was
a “covered employee” of the Company within the meaning of Section 162(m); provided, however, that the term “Covered
Officer” shall not include any such individual who is designated by the Committee, in its discretion, at the time of any Award
or at any subsequent time, as reasonably expected not to be such a “covered employee” with respect to the current taxable
year of the Company or with respect to the taxable year of the Company in which any applicable Award will be paid or vested and (ii) any
individual who is designated by the Committee, in its discretion, at the time of any Award or at any subsequent time, as reasonably expected
to be such a “covered employee” with respect to the current taxable year of the Company or with respect to the taxable year
of the Company in which any applicable Award will be paid or vested.


 


(m)            “Director”
shall mean a member of the board of directors or board of managers of any member of the Company Group.


 


(n)            “Disability”
shall mean, unless otherwise defined in the applicable Award Agreement, the a Service Recipient having cause to terminate a Participant’s
employment or service on account of “disability,” as defined in any written employment agreement then in effect between the
Participant and a Service Recipient, or in the absence of such an agreement, a condition entitling the Participant to receive benefits
under a long-term disability plan of the Service Recipient or, in the absence of such a plan, the complete and permanent inability by
reason of illness or accident to perform the duties of the occupation at which a Participant was employed or served when such disability
commenced or, as determined by the Committee based upon medical evidence acceptable to it.


 






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(o)            “Employee”
shall mean a current or prospective officer or employee of a member of the Company Group.


 


(p)            “Employment”
shall mean (i) a Participant’s employment if the Participant is an Employee of a member of the Company Group, (ii) a
Participant’s services as a Consultant or independent contractor, if the Participant is a Consultant to or independent contractor
of any member of the Company Group, and (iii) a Participant’s services as a Director, if the Participant is a non-employee
director of the board of directors of a member of the Company Group, or any of their respective Subsidiaries.


 


(q)            “eRx”
shall mean eRx Network Holdings, Inc. and its Subsidiaries.


 


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


 


(s)            “Fair
Market Value” means, for the purposes of the Plan and with respect to Awards granted pursuant to the Plan, as of any date,
the value of a Share as determined by the Committee, in its discretion, subject to the following: (i) if, on such date, Shares are
listed on a national or regional securities exchange or market system, or Share prices are quoted on the Over the Counter Bulletin Board
(OTCBB), the Fair Market Value of a Share shall be the closing price of a Share (or the mean of the closing bid and asked prices of a
Share if the Share price is so quoted instead) as quoted on such national, regional securities exchange, market system or OTCBB constituting
the primary market for the Shares, as reported in The Wall Street Journal, the OTCBB or such other source as the Company deems reliable
for such date; if the relevant date does not fall on a day on which the Shares have traded over the counter or on such securities exchange
or market system, the date on which the Fair Market Value shall be established shall be the last day on which the Shares were so traded
prior to the relevant date, or such other appropriate day as shall be determined by the Committee, in its discretion, and (ii) in
the event there is no public market for the Shares on such date, the fair market value as determined by the Board or Committee pursuant
to the reasonable application of such reasonable valuation method as the Board or Committee in its sole discretion shall deem appropriate;
provided, however, that, with respect to Incentive Stock Options, “fair market value” shall be determined pursuant to Section 422(c)(7) of
the Code. For the avoidance of doubt, “Fair Market Value” for the purpose of the Stockholders’ Agreement shall have
the meanings ascribed to such term therein.


 


(t)            “Good
Reason” shall mean, unless otherwise defined in an applicable Award Agreement, the Participant having “good reason”
to terminate employment or service with the Service Recipient, as defined in any existing employment agreement between the Participant
and the Service Recipient, or in the absence of such an agreement (x) a material reduction in the Participant’s base salary
from the Service Recipient or (y) the relocation by more than 50 miles of the Participant’s principal place of employment
with the Service Recipient.


 






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(u)            “Grant
Price” means the price established at the time of grant of an SAR pursuant to Section 6 used to determine whether there
is any payment due upon exercise of the SAR.


 


(v)            “Incentive
Stock Option” shall mean an option to purchase Shares from the Company that is granted under Section 6 of the Plan and
that is intended to meet the requirements of Section 422 of the Code or any successor provision thereto.


 


(w)            “IPO”
means (a) a Qualified IPO or (b) if a Qualified IPO has not yet occurred, a public offering registered under the Securities
Act (or any successor federal statute, and the rules and regulations thereunder, which shall be in effect at the time) of Echo Shares
(as defined in the LLC Agreement) pursuant to which Echo Shares (as defined in the LLC Agreement) are listed for trading on The New York
Stock Exchange, the NASDAQ Stock Market, or any other securities exchange or quotation system in any jurisdiction that has been agreed
to by the Initial Members (as defined in the LLC Agreement) in writing.


 


(x)            “JV”
shall mean Change Healthcare LLC and its Subsidiaries.


 


(y)            “LLC
Agreement” shall mean the Third Amended and Restated Limited Liability Company Agreement of the JV as may be amended or supplemented
from time to time in accordance with the terms thereof.


 


(z)            “Non-Qualified
Stock Option” shall mean an option to purchase Shares from the Company that is granted under Sections 6 or 10 of the Plan and
is not an Incentive Stock Option.


 


(aa)         “Non-Employee
Director” shall mean a Director who is not an officer or employee of any member of the Company Group.


 


(bb)         “Option”
shall mean an Incentive Stock Option or a Non-Qualified Stock Option.


 


(cc)         “Option
Price” shall mean the purchase price payable to purchase one Share upon the exercise of an Option.


 


(dd)         “Other
Stock-Based Award” shall mean any other Award granted under Sections 9 or 10 of the Plan that is not described in Sections
6 or 7 of the Plan.


 


(ee)         “Participant”
shall mean any Employee, Director, Consultant or other person who receives an Award under the Plan.


 


(ff)         “Performance
Award” shall mean any Award granted under Section 8 of the Plan.


 


(gg)         “Person”
shall mean any individual, corporation, partnership, limited liability company, association, joint-stock company, trust, unincorporated
organization, government or political subdivision thereof or other entity.


 


(hh)         “Qualified
IPO” has the meaning set forth in the LLC Agreement.


 


(ii)            “Restricted
Share” shall mean any Share granted under Sections 7 or 10 of the Plan.


 


(jj)         “Restricted
Share Award” shall mean any Award of Restricted Shares granted under Sections 7 or 10 of the Plan.


 






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(kk)         “Restricted
Share Unit” shall mean any unit granted under Sections 7 or 10 of the Plan.


 


(ll)         “Retirement”
shall mean, unless otherwise defined in the applicable Award Agreement, “retirement” as defined in any existing employment
agreement between the Participant and the Service Recipient, or in the absence of such an agreement, the Participant “retiring”
from providing services to the Service Recipient, as defined in any existing employment agreement between the Participant and the Service
Recipient, or in the absence of such an agreement, retirement of a Participant from the employ or service of the Service Recipient at
normal retirement age in accordance with the terms of the applicable Service Recipient retirement plan or, if a Participant is not covered
by any such plan, retirement on or after such Participant’s 65th birthday; provided, in no event shall termination by a Service
Recipient be deemed Retirement.


 


(mm)         “SEC”
shall mean the Securities and Exchange Commission or any successor thereto.


 


(nn)         “Securities
Act” means the Securities Act of 1933, as amended.


 


(oo)            “Section 16”
shall mean Section 16 of the Exchange Act and the rules promulgated thereunder and any successor provision thereto as in
effect from time to time.


 


(pp)         “Section 162(m)”
shall mean Section 162(m) of the Code and the regulations promulgated thereunder and any successor provision thereto as
in effect from time to time.


 


(qq)         “Service
Recipient” means, with respect to a Participant holding a given Award, the member of the Company Group by which the original
recipient of such Award is, or following a Termination was most recently, principally employed or to which such original recipient provides,
or following a Termination was most recently providing, services, as applicable.


 


(rr)         “Shares”
shall mean shares of the common stock of the Company, $0.001 par value, of the Company.


 


(ss)         “Stock
Appreciation Right” or “SAR” shall mean a stock appreciation right granted under Sections 6 or 10 of the Plan that
entitles the holder to receive, with respect to each Share encompassed by the exercise of such SAR, the amount determined by the Committee
and specified in an Award Agreement. In the absence of such a determination, the holder shall be entitled to receive, with respect to
each Share encompassed by the exercise of such SAR, the excess of the Fair Market Value of such Share on the date of exercise over the
Grant Price applicable to such SAR.


 


(tt)         “Stockholders’
Agreement” shall mean the Stockholders’ Agreement entered into by and among the Company, the JV, McKesson Corporation,
the Company’s stockholders, and the other parties thereto dated as of March 1, 2017, as may be amended or supplemented from
time to time in accordance with the terms thereof.


 


(uu)         “Subsidiary”
shall mean, with respect to any Person, any individual, corporation, partnership, limited liability company, association, joint-stock
company, trust, unincorporated organization, government or political subdivision thereof or other entity of which a majority of its voting
power or its equity securities or equity interest is owned directly or indirectly by such Person.


 






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(vv)         “Substitute
Awards” shall mean Awards granted solely in assumption of, or in substitution for, outstanding awards previously granted by
a company acquired by the Company or with which the Company combines.


 


Section 3.     Administration.


 


3.1            Authority
of Committee. The Plan shall be administered by the Committee, which shall be appointed by and serve at the pleasure of the Board;
provided, however, with respect to Awards to Non-Employee Directors, all references in the Plan to the Committee shall be deemed to be
references to the Board. Subject to the terms of the Plan and applicable law, and in addition to other express powers and authorizations
conferred on the Committee by the Plan, the Committee shall have full power and authority in its discretion to:


 


(i)            designate
Participants;


 


(ii)            determine
eligibility for participation in the Plan and decide all questions concerning eligibility for and the amount of Awards under the Plan;


 


(iii)            determine
the type or types of Awards to be granted to a Participant;


 


(iv)            determine
the number of Shares to be covered by, or with respect to which payments, rights or other matters are to be calculated in connection
with Awards;


 


(v)            determine
the timing, terms, and conditions of any Award;


 


(vi)            accelerate
the time at which all or any part of an Award may be settled or exercised;


 


(vii)            determine
whether, to what extent, and under what circumstances, Awards may be settled or exercised in cash, Shares, other securities, other Awards
or other property, or canceled, forfeited or suspended and the method or methods by which Awards may be settled, exercised, canceled,
forfeited or suspended;


 


(viii)            determine
whether, to what extent, and under what circumstances cash, Shares, other securities, other Awards, other property, and other amounts
payable with respect to an Award shall be deferred either automatically or at the election of the holder thereof or of the Committee;


 


(ix)            grant
Awards as an alternative to, or as the form of payment for grants or rights earned or payable under, other bonus or compensation plans,
arrangements or policies of any member of the Company Group;


 


(x)            grant
Substitute Awards on such terms and conditions as the Committee may prescribe, subject to compliance with the Incentive Stock Option
rules under Section 422 of the Code and the nonqualified deferred compensation rules under Section 409A of the Code,
where applicable;


 






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(xi)            make
all determinations under the Plan concerning termination of any Participant’s employment or service with a Service Recipient, including
whether such termination occurs by reason of Cause, Disability; Retirement, or in connection with a Change of Control and whether a leave
constitutes a termination of employment;


 


(xii)            interpret
and administer the Plan and any instrument or agreement relating to, or Award made under, the Plan;


 


(xiii)            except
to the extent prohibited by Section 6.2, amend or modify the terms of any Award at or after grant with the consent of the holder
of the Award;


 


(xiv)            establish,
amend, suspend or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration
of the Plan; and


 


(xv)            make
any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan,
subject to the exclusive authority of the Board under Section 14 hereunder to amend or terminate the Plan. The exercise of an Option
or receipt of an Award shall be effective only if an Award Agreement shall have been duly executed and delivered on behalf of the Company
following the grant of the Option or other Award.


 


3.2            Committee
Discretion Binding. Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other
decisions under or with respect to the Plan or any Award shall be within the sole discretion of the Committee, may be made at any time
and shall be final, conclusive, and binding upon all Persons, including the Company and any Affiliate, any Participant and any holder
or beneficiary of any Award. A Participant or other holder of an Award may contest a decision or action by the Committee with respect
to such person or Award only on the grounds that such decision or action was arbitrary or capricious or was unlawful, and any review
of such decision or action shall be limited to determining whether the Committee’s decision or action was arbitrary or capricious
or was unlawful.


 


3.3            Delegation;
Limitation of Authority.


 


(a)              Subject
to the terms of the Plan, the Committee’s charter and applicable law, the Committee may delegate to one or more officers or managers
of the Company or of any Affiliate, or to a Committee of such officers or managers, the authority, subject to such terms and limitations
as the Committee shall determine, to grant Awards to or to cancel, modify or waive rights with respect to, or to alter, discontinue,
suspend or terminate Awards held by Participants who are not officers or directors of the Company for purposes of Section 16 or
who are otherwise not subject to such Section.


 


(b)            Any
grant, issuance, settlement, determination, modification, or any other action taken by the Board or the Committee under, pursuant to,
or in accordance with the Plan, including, without limitation, any act or determination the Committee may take in its sole discretion
under the Plan, shall be subject to any applicable terms, conditions, and limitations set forth in the LLC Agreement, and any other agreement
of JV or its equity holders regarding equity interests of the Company or the grant, issuance, or settlement of such awards.


 






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Section 4.     Shares
Available For Awards.


 


4.1            Shares
Available. Subject to the provisions of Section 4.2 hereof, the stock to be subject to Awards under the Plan shall be the Shares
of the Company and the number of Shares that may be delivered pursuant to Awards under the Plan shall be 300,000. Subject to, in the
case of ISOs, any limitations applicable thereto under the Code, if (a) any Shares are subject to an Option, SAR, or other Award
which for any reason expires or is terminated or canceled without having been fully exercised or satisfied, or are subject to any Restricted
Share Award (including any Shares subject to a Participant’s Restricted Share Award that are repurchased by the Company at the
Participant’s cost), Restricted Share Unit Award or other Award granted under the Plan which are forfeited, or (b) any Award
based on Shares is settled for cash, expires or otherwise terminates without the issuance of such Shares, the Shares subject to such
Award shall, to the extent of any such expiration, termination, cancellation, forfeiture or cash settlement, be available for delivery
in connection with future Awards under the Plan. If any Shares subject to an Award are not delivered to a Participant because the Award
is exercised through a reduction of Shares subject to the Award (i.e., “net exercised”) or an appreciation distribution in
respect of a SAR is paid in Shares, then the number of Shares subject to the Award that are not delivered to the Participant shall remain
available for subsequent issuance under the Plan. If any Shares subject to an Award are not delivered to a Participant because such Shares
are withheld in satisfaction of the withholding of taxes incurred in connection with the exercise of an Option, Stock Appreciation Right,
or the issuance of Shares under a Restricted Share Award or Restricted Share Unit, the number of Shares that are not delivered to the
Participant shall remain available for subsequent issuance under the Plan. If the exercise price of any Award is satisfied by tendering
Shares by the Participant (either by actual delivery or attestation), then the number of Shares so tendered shall remain available for
subsequent issuance under the Plan. Notwithstanding the foregoing and subject to adjustment as provided in Section 4.2 hereof, no
Participant may receive Options or SARs under the Plan in any calendar year that, taken together, relate to more than 1,500,000 Shares.


 


4.2            Adjustments.
In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities or other property), recapitalization,
stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares
or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company, or other
similar corporate transaction or event affects the Shares, then the Committee shall in an equitable and proportionate manner as deemed
appropriate by the Committee (and, as applicable, in such manner as is consistent with Sections 162(m), 422 and 409A of the Code and
the regulations thereunder) either: (i) adjust any or all of (1) the aggregate number of Shares or other securities of the
Company (or number and kind of other securities or property) with respect to which Awards may be granted under the Plan; (2) the
number of Shares or other securities of the Company (or number and kind of other securities or property) subject to outstanding Awards
under the Plan, provided that the number of Shares subject to any Award shall always be a whole number; (3) the grant or exercise
price with respect to any Award under the Plan; and (4) the limits on the number of Shares or Awards that may be granted to Participants
under the Plan in any calendar year; (ii) provide for an equivalent award in respect of securities of the surviving entity of any
merger, consolidation or other transaction or event having a similar effect; or (iii) make provision for a cash payment to the holder
of an outstanding Award.


 






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4.3            Substitute
Awards. Any Shares issued by the Company as Substitute Awards in connection with the assumption or substitution of outstanding grants
from any acquired corporation shall not reduce the Shares available for Awards under the Plan.


 


4.4            Sources
of Shares Deliverable Under Awards. Any Shares delivered pursuant to an Award may consist, in whole or in part, of authorized and
unissued Shares or of issued Shares which have been reacquired by the Company.


 


Section 5.     Eligibility.


 


Any Employee, Director or Consultant shall be eligible to be designated
a Participant; provided, however, that Non-Employee Directors shall only be eligible to receive Awards granted consistent with Section 10.


 


Section 6.     Stock
Options And Stock Appreciation Rights.


 


6.1            Grant.
Subject to the provisions of the Plan including, without limitation, Section 3.3 above and other applicable legal requirements,
the Committee shall have sole and complete authority to determine the Participants to whom Options and SARs shall be granted, the number
of Shares subject to each Award, the exercise price and the conditions and limitations applicable to the exercise of each Option and
SAR. An Option may be granted with or without a related SAR. A SAR may be granted with or without a related Option. The grant of an Option
shall take place when the Committee by resolution, written consent or other appropriate action determines to grant such Option for a
particular number of Shares to a particular Participant at a particular Option Price. The Committee shall have the authority to grant
Incentive Stock Options and to grant Non-Qualified Stock Options. In the case of Incentive Stock Options, the terms and conditions of
such grants shall be subject to and comply with Section 422 of the Code, as from time to time amended, and any regulations implementing
such statute. A person who has been granted an Option or SAR under this Plan may be granted additional Options or SARs under the Plan
if the Committee shall so determine; provided, however, that to the extent the aggregate Fair Market Value (determined at the time the
Incentive Stock Option is granted) of the Shares with respect to which all Incentive Stock Options are exercisable for the first time
by an Employee during any calendar year (under all plans described in of Section 422(d) of the Code of the Employee’s
employer corporation and its parent and Subsidiaries) exceeds $100,000, such Options shall be treated as Non-Qualified Stock Options.


 


6.2            Price.
The Committee in its sole discretion shall establish the Option Price at the time each Option is granted and the Grant Price at the time
each SAR is granted. Except in the case of Substitute Awards, the Option Price of an Option may not be less than one hundred percent
(100%) of the Fair Market Value of the Shares with respect to which the Option is granted on the date of grant of such Option. In the
case of Substitute Awards or Awards granted in connection with an adjustment provided for in Section 4.2 of the Plan in the form
of Options, such grants shall have an Option Price per Share that is intended to maintain the economic value of the Award that was replaced
or adjusted, as determined by the Committee. Notwithstanding the foregoing and except as permitted by the provisions of Section 4.2
hereof, the Committee shall not have the power to (i) amend the terms of previously granted Options or SARs to reduce the Option
Price of such Options or the Grant Price of such SARs, or (ii) cancel such Options or SARs and grant substitute Options or SARs
with a lower Option Price or Grant Price than the cancelled Options or SARs, in each case without the approval of the Company’s
stockholders. Except with respect to Substitute Awards, SARs may not have a Grant Price less than the Fair Market Value of a Share on
the date of grant.


 






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6.3            Term.
Subject to the Committee’s authority under Section 3.1 and the provisions of Section 6.6, each Option and SAR and all
rights and obligations thereunder shall expire on the date determined by the Committee and specified in the Award Agreement. The Committee
shall be under no duty to provide terms of like duration for Options or SARs granted under the Plan. Notwithstanding the foregoing, but
subject to the last sentence of the first paragraph of Section 6.4, no Option or SAR shall be exercisable after the expiration of
ten (10) years from the date such Option or SAR was granted.


 


6.4            Exercise.


 


(a)            Each
Option and SAR shall be exercisable at such times and subject to such terms and conditions as the Committee may, in its sole discretion,
specify in the applicable Award Agreement or thereafter. The Committee shall have full and complete authority to determine whether an
Option or SAR will be exercisable in full at any time or from time to time during the term of the Option or SAR, or to provide for the
exercise thereof in such installments, upon the occurrence of such events and at such times during the term of the Option or SAR as the
Committee may determine. An Award Agreement may provide that the period of time over which an Option, other than an Incentive Stock Option,
may be exercised shall be automatically extended if on the scheduled expiration of such Option, the Participant’s exercise of such
Option would violate applicable securities law; provided, however, that during the extended exercise period the Option may only be exercised
to the extent the Option was exercisable in accordance with its terms immediately prior to such scheduled expiration date; provided further,
however, that such extended exercise period shall end not later than thirty (30) days after the exercise of such Option first would no
longer violate such laws.


 


(b)            The
Committee may impose such conditions with respect to the exercise of Options, including without limitation, any relating to the application
of federal, state or foreign securities laws or the Code, as it may deem necessary or advisable. The exercise of any Option granted hereunder
shall be effective only at such time as the sale of Shares pursuant to such exercise will not violate any state or federal securities
or other laws.


 


(c)            An
Option or SAR may be exercised in whole or in part at any time, with respect to whole Shares only, within the period permitted thereunder
for the exercise thereof, and shall be exercised by written notice of intent to exercise the Option or SAR, delivered to the Company
at its principal office, and payment in full to the Company at the direction of the Committee of the amount of the Option Price for the
number of Shares with respect to which the Option is then being exercised.


 


(d)            Payment
of the Option Price shall be made in (i) cash or cash equivalents, or, (ii) at the discretion of the Committee, by transfer,
either actually or by attestation, to the Company of unencumbered Shares previously acquired by the Participant, valued at the Fair Market
Value of such Shares on the date of exercise (or next succeeding trading date, if the date of exercise is not a trading date), together
with any applicable withholding taxes, such transfer to be upon such terms and conditions as determined by the Committee, (iii) by
a combination of (i) or (ii), or (iv) by any other method approved or accepted by the Committee in its sole discretion, including,
if the Committee so determines, (x) a cashless (broker-assisted) exercise that complies with applicable laws or (y) withholding
Shares (net-exercise) otherwise deliverable to the Participant pursuant to the Option having an aggregate Fair Market Value at the time
of exercise equal to the total Option Price. Until the optionee has been issued the Shares subject to such exercise, he or she shall
possess no rights as a stockholder with respect to such Shares.


 






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(e)            At
the Committee’s discretion, the amount payable to the Participant as a result of the exercise of a SAR may be settled in cash,
Shares or a combination of cash and Shares. A fractional Share shall not be deliverable upon the exercise of a SAR but a cash payment
will be made in lieu thereof.


 


6.5            Termination
of Employment or Service. Except as otherwise provided in the applicable Award Agreement, an Option may be exercised only to the
extent that it is then exercisable, and if at all times during the period beginning with the date of granting such Option and ending
on the date of exercise of such Option the Participant is an Employee, Non-Employee Director or Consultant, and shall terminate immediately
upon a termination of the Participant’s employment with the Company Group. Notwithstanding the foregoing provisions of this Section 6.5
to the contrary, the Committee may determine in its discretion that an Option may be exercised following any such termination of employment,
whether or not exercisable at the time of such termination of employment; provided, however, that in no event may an Option be exercised
after the expiration date of such Option specified in the applicable Award Agreement, except as provided in the last sentence of the
first paragraph of Section 6.4.


 


6.6            Ten
Percent Stock Rule. Notwithstanding any other provisions in the Plan, if at the time an Option is otherwise to be granted pursuant
to the Plan, the optionee or rights holder owns directly or indirectly (within the meaning of Section 424(d) of the Code) Shares
of the Company possessing more than ten percent (10%) of the total combined voting power of all classes of Stock of the Company or its
parent or Subsidiary corporations (within the meaning of Section 422(b)(6) of the Code), then any Incentive Stock Option to
be granted to such optionee or rights holder pursuant to the Plan shall satisfy the requirement of Section 422(c)(5) of the
Code, and the Option Price shall be not less than one hundred ten percent (110%) of the Fair Market Value of the Shares of the Company,
and such Option by its terms shall not be exercisable after the expiration of five (5) years from the date such Option is granted.


 


6.7            Buyout
Provisions. Notwithstanding any other provision of the Plan, the Committee may at any time offer to buy out for a payment in cash,
Shares or Restricted Shares an Option previously granted, based on such terms and conditions as the Committee shall establish and communicate
to the Participant at the time that such offer is made.


 


Section 7.     Restricted
Shares And Restricted Share Units.


 


7.1            Grant.


 


(a)            Subject
to the provisions of the Plan and other applicable legal requirements, the Committee shall have sole and complete authority to determine
the Participants to whom Restricted Shares and Restricted Share Units shall be granted, the number of Restricted Shares and/or the number
of Restricted Share Units to be granted to each Participant, the duration of the period during which, and the conditions under which,
the Restricted Shares and Restricted Share Units may be forfeited to the Company, and the other terms and conditions of such Awards.
The Restricted Share and Restricted Share Unit Awards shall be evidenced by Award Agreements in such form as the Committee shall from
time to time approve, which agreements shall comply with and be subject to the terms and conditions provided hereunder and any additional
terms and conditions established by the Committee that are consistent with the terms of the Plan.


 






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(b)            Each
Restricted Share and Restricted Share Unit Award made under the Plan shall be for such number of Shares as shall be determined by the
Committee and set forth in the Award Agreement containing the terms of such Restricted Share or Restricted Share Unit Award. Such agreement
shall set forth a period of time during which the grantee must remain in the continuous employment of the Company in order for the forfeiture
and transfer restrictions to lapse. If the Committee so determines, the restrictions may lapse during such restricted period in installments
with respect to specified portions of the Shares covered by the Restricted Share or Restricted Share Unit Award. The Award Agreement
may also, in the discretion of the Committee, set forth performance or other conditions that will subject the Shares to forfeiture and
transfer restrictions. The Committee may, at its discretion, waive all or any part of the restrictions applicable to any or all outstanding
Restricted Share and Restricted Share Unit Awards.


 


7.2            Dividends
and Other Distributions.


 


(a)            Prior
to the lapse of any applicable transfer restrictions, Participants holding Restricted Shares shall be credited with any cash dividends
paid with respect to such Restricted Shares while they are so held, unless determined otherwise by the Committee and set forth in the
Award Agreement. The Committee may apply any restrictions to such dividends that the Committee deems appropriate. Except as set forth
in the Award Agreement or otherwise determined by the Committee, in the event (a) of any adjustment as provided in Section 4.2,
or (b) any shares or securities are received as a dividend, or an extraordinary dividend is paid in cash, on Restricted Shares,
any new or additional shares or securities or any extraordinary dividends paid in cash received by a Participant on such Restricted Shares
shall be subject to the same terms and conditions, including any transfer restrictions, as relate to the original Restricted Shares.


 


(b)            The
applicable Award Agreement will specify whether a Participant will be entitled to receive dividend equivalent rights in respect of Restricted
Stock Units at the time of any payment of dividends to stockholders on Shares. If the applicable Award Agreement specifies that a Participant
will be entitled to receive dividend equivalent rights, (i) the amount of any such dividend equivalent right shall equal the amount
that would be payable to the Participant as a stockholder in respect of a number of Shares equal to the number of Restricted Stock Units
then credited to the Participant, (ii) any such dividend equivalent right shall be paid in accordance with the Service Recipient’s
payroll or payment practices as may be established from time to time and as of the date on which such dividend would have been payable
in respect of outstanding Shares, and (iii) the applicable Award Agreement will specify whether dividend equivalents shall be paid
in respect of Restricted Share Units that are not yet vested.


 






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7.3            Transfer
Restrictions on Restricted Shares. At the time of a Restricted Share Award, a certificate representing the number of Shares awarded
thereunder shall be registered in the name of the grantee. Such certificate shall be held by the Company or any custodian appointed by
the Company for the account of the grantee subject to the terms and conditions of the Plan, and shall bear such a legend setting forth
the restrictions imposed thereon as the Committee, in its discretion, may determine. The foregoing to the contrary notwithstanding, the
Committee may, in its discretion, provide that a Participant’s ownership of Restricted Shares prior to the lapse of any transfer
restrictions or any other applicable restrictions shall, in lieu of such certificates, be evidenced by a “book entry” (i.e.,
a computerized or manual entry) in the records of the Company or its designated agent in the name of the Participant who has received
such Award, and confirmation and account statements sent to the Participant with respect to such book-entry Shares may bear the restrictive
legend referenced in the preceding sentence. Such records of the Company or such agent shall, absent manifest error, be binding on all
Participants who receive Restricted Share Awards evidenced in such manner. The holding of Restricted Shares by the Company or such an
escrow holder, or the use of book entries to evidence the ownership of Restricted Shares, in accordance with this Section 7.3, shall
not affect the rights of Participants as owners of the Restricted Shares awarded to them, nor affect the restrictions applicable to such
shares under the Award Agreement or the Plan, including the transfer restrictions.


 


7.4            Other
Rights of Restricted Stockholders. Unless otherwise provided in the applicable Award Agreement, the grantee shall have all other
rights of a stockholder with respect to the Restricted Shares, including the right to vote such Shares, subject to the following restrictions:
(i) the grantee shall not be entitled to delivery of the stock certificate until the expiration of the restricted period and the
fulfillment of any other restrictive conditions set forth in the Award Agreement with respect to such Shares; (ii) none of the Shares
may be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered or disposed of during such restricted period or until
after the fulfillment of any such other restrictive conditions; and (iii) except as otherwise determined by the Committee at or
after grant, all of the Shares shall be forfeited and all rights of the grantee to such Shares shall terminate, without further obligation
on the part of the Company, unless the grantee remains in the continuous employment of the Company for the entire restricted period in
relation to which such Shares were granted and unless any other restrictive conditions relating to the Restricted Share Award are met.


 


7.5            Termination
of Restrictions on Restricted Shares. At the end of the restricted period and provided that any other restrictive conditions of the
Restricted Share Award are met, or at such earlier time as otherwise determined by the Committee, all restrictions set forth in the Award
Agreement relating to the Restricted Share Award or in the Plan shall lapse as to the restricted Shares subject thereto, and a stock
certificate for the appropriate number of Shares, free of the restrictions and restricted stock legend, shall be delivered to the Participant
or the Participant’s beneficiary or estate, as the case may be (or, in the case of book-entry Shares, such restrictions and restricted
stock legend shall be removed from the confirmation and account statements delivered to the Participant or the Participant’s beneficiary
or estate, as the case may be, in book-entry form).


 


7.6            Payment
of Restricted Share Units. Each Restricted Share Unit shall have a value equal to the Fair Market Value of a Share. Restricted Share
Units shall be paid in cash, Shares, other securities or other property, as determined in the sole discretion of the Committee, upon
the lapse of the restrictions applicable thereto, or otherwise in accordance with the applicable Award Agreement. Except as otherwise
determined by the Committee at or after grant, Restricted Share Units may not be sold, assigned, transferred, pledged, hypothecated or
otherwise encumbered or disposed of, and all Restricted Share Units and all rights of the grantee to such Restricted Share Units shall
terminate, without further obligation on the part of the Company, unless the grantee remains in continuous employment of the Company
for the entire restricted period in relation to which such Restricted Share Units were granted and unless any other restrictive conditions
relating to the Restricted Share Unit Award are met. Except as otherwise provided in the Plan or the applicable Award Agreement, a Participant
shall have no rights of a stockholder with respect to Restricted Share Units.


 






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Section 8.     Performance
Awards.


 


8.1            Grant.
The Committee shall have sole and complete authority to determine the Participants who shall receive a Performance Award, which shall
consist of a right that is (i) denominated in cash or Shares (including but not limited to Restricted Shares and Restricted Share
Units), (ii) valued, as determined by the Committee, in accordance with the achievement of such performance goals during such performance
periods as the Committee shall establish, and (iii) payable at such time and in such form as the Committee shall determine.


 


8.2            Terms
and Conditions. Subject to the terms of the Plan and any applicable Award Agreement, the Committee shall determine the performance
goals to be achieved during any performance period, the length of any performance period, the amount of any Performance Award and the
amount and kind of any payment or transfer to be made pursuant to any Performance Award, and may amend specific provisions of the Performance
Award; provided, however, that such amendment may not adversely affect existing Performance Awards made within a performance period commencing
prior to implementation of the amendment.


 


8.3            Payment
of Performance Awards. Performance Awards may be paid in a lump sum or in installments following the close of the performance period
or, in accordance with the procedures established by the Committee, on a deferred basis. Notwithstanding the foregoing, the Committee
may in its discretion, waive any performance goals and/or other terms and conditions relating to a Performance Award. A Participant’s
rights to any Performance Award may not be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered or disposed of
in any manner, except by will or the laws of descent and distribution, and/or except as the Committee may determine at or after grant.


 


8.4            Termination
of Employment or Service. Each Award Agreement shall set forth the extent to which the Participant shall have the right to retain
Performance Awards following such Participant’s termination of employment. Such provisions shall be determined in the sole discretion
of the Committee, shall be included in the applicable Award Agreement, not need be uniform among all such Awards issued pursuant to the
Plan, and may reflect distinctions based on the reasons for the termination of employment.


 


Section 9.     Other
Stock-Based Awards.


 


The Committee shall have the authority to determine the Participants
who shall receive an Other Stock-Based Award, which shall consist of any right that is (i) not an Award described in Sections 6
or 7 above and (ii) an Award of Shares or an Award denominated or payable in, valued in whole or in part by reference to, or otherwise
based on or related to, Shares (including, without limitation, securities convertible into Shares), as deemed by the Committee to be
consistent with the purposes of the Plan. Subject to the terms of the Plan and any applicable Award Agreement, the Committee shall determine
the terms and conditions of any such Other Stock-Based Award.


 






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Section 10.     Non-Employee
Director Awards.


 


10.1            The
Board may provide that all or a portion of a Non-Employee Director’s annual retainer, meeting fees and/or other awards or compensation
as determined by the Board, be payable (either automatically or at the election of a Non-Employee Director) in the form of Non-Qualified
Stock Options, Restricted Shares, Restricted Share Units and/or Other Stock-Based Awards, including unrestricted Shares. The Board shall
determine the terms and conditions of any such Awards, including the terms and conditions which shall apply upon a termination of the
Non-Employee Director’s service as a member of the Board, and shall have full power and authority in its discretion to administer
such Awards, subject to the terms of the Plan and applicable law.


 


10.2            Subject
to applicable legal requirements, the Board may also grant Awards to Non-Employee Directors pursuant to the terms of the Plan, including
any Award described in Sections 6, 7 or 9 above.


 


Section 11.     Provisions
Applicable To Covered Officers And Performance Awards.


 


11.1            Notwithstanding
anything in the Plan to the contrary, unless the Committee determines that a Performance Award to be granted to a Covered Officer should
not qualify as “performance-based compensation” for purposes of Section 162(m), Performance Awards granted to Covered
Officers shall be subject to the terms and provisions of this Section 11. Accordingly, unless otherwise determined by the Committee,
if any provision of the Plan or any Award Agreement relating to such an Award does not comply or is inconsistent with Section 162(m),
such provision shall be construed or deemed amended to the extent necessary to conform to such requirements, and no provision shall be
deemed to confer upon the Committee discretion to increase the amount of compensation otherwise payable to a Covered Officer in connection
with any such Award upon the attainment of the performance criteria established by the Committee.


 


11.2            The
Committee may grant Performance Awards to Covered Officers based solely upon the attainment of performance targets related to one or
more performance goals selected by the Committee from among the goals specified below. For the purposes of this Section 11, performance
goals shall be limited to one or more of the following Company Group, operating unit, business segment or division financial performance
measures:


 


(a)            earnings
before interest, taxes, depreciation and/or amortization;


 


(b)            operating
income or profit;


 


(c)            operating
efficiencies;


 


(d)            return
on equity, assets, capital, capital employed or investment;


 






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(e)            net
income;


 


(f)            earnings
(gross, net, pre-tax, after tax or per share);


 


(g)            utilization;


 


(h)            gross
or net profit margins;


 


(i)            stock
price or total stockholder return;


 


(j)            customer
growth or sales;


 


(k)            debt
reduction;


 


(l)            revenue;


 


(m)            market
share;


 


(n)            strategic
business objectives, consisting of one or more objectives based on meeting specified cost targets, business expansion goals or goals
relating to acquisitions or divestitures; or


 


(o)            any
combination thereof.


 


Each goal may be expressed on an absolute and/or relative basis, may
be based on or otherwise employ comparisons based on internal targets, the past performance of the Company or any Subsidiary, any member
of the Company Group, or any operating unit, business segment or division of any member of the Company Group and/or the past or current
performance of other companies, and in the case of earnings-based measures, may use or employ comparisons relating to capital, stockholders’
equity and/or Shares outstanding, or to assets or net assets. The Committee may appropriately adjust any evaluation of performance under
criteria set forth in this Section 11 to exclude any of the following events that occurs during a performance period: (i) asset
write-downs, (ii) litigation or claim judgments or settlements, (iii) the effect of changes in tax law, accounting principles
or other such laws or provisions affecting reported results, (iv) accruals for reorganization and restructuring programs and (v) any
extraordinary non-recurring items as described in Accounting Principles Board Opinion No. 30 and/or in management’s discussion
and analysis of financial condition and results of operations appearing in the Company’s annual report to stockholders for the
applicable year.


 


11.3            With
respect to any Covered Officer, the maximum annual number of Shares in respect of which all Performance Awards may be granted under Section 8
of the Plan is 1,500,000 and the maximum amount of all Performance Awards that are settled in cash and that may be granted under Section 8
of the Plan in any year is $5,000,000.


 






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11.4            To
the extent necessary to comply with Section 162(m), with respect to grants of Performance Awards, no later than 90 days following
the commencement of each performance period (or such other time as may be required or permitted by Section 162(m) of the Code),
the Committee shall, in writing, (1) select the performance goal or goals applicable to the performance period, (2) establish
the various targets and bonus amounts which may be earned for such performance period, and (3) specify the relationship between
performance goals and targets and the amounts to be earned by each Covered Officer for such performance period. Following the completion
of each performance period, the Committee shall certify in writing whether the applicable performance targets have been achieved and
the amounts, if any, payable to Covered Officers for such performance period. In determining the amount earned by a Covered Officer for
a given performance period, subject to any applicable Award Agreement, the Committee shall have the right to reduce (but not increase)
the amount payable at a given level of performance to take into account additional factors that the Committee may deem relevant in its
sole discretion to the assessment of individual or corporate performance for the performance period.


 


Section 12.     Termination
Of Employment.


 


The Committee shall have the full power and authority to determine
the terms and conditions that shall apply to any Award upon a termination of employment with a Service Recipient, including a termination
by a Service Recipient with or without Cause, by a Participant voluntarily, or by reason of death, Disability or Retirement, and may
provide such terms and conditions in the Award Agreement or in such rules and regulations as it may prescribe.


 


Section 13.     Change
Of Control.


 


13.1            Accelerated
Vesting and Payment of Awards. The Committee may, in its discretion, either by the terms of an Award Agreement or by resolution adopted
prior to the occurrence of a Change of Control, provide that in the event of a Change of Control, each Option and SAR then outstanding
shall be fully exercisable regardless of the exercise schedule otherwise applicable to such Option and/or SAR, and the Restricted Period
shall lapse as to each Restricted Share and each Restricted Share Unit then outstanding. In connection with such a Change of Control,
the Committee may, in its discretion, either by the terms of the Award Agreement applicable to any Award or by resolution adopted prior
to the occurrence of the Change of Control, provide that each Option, SAR, Restricted Share, Restricted Share Unit and/or Other Stock-Based
Award shall, upon the occurrence of such Change of Control, be cancelled in exchange for a payment in cash in an amount based on the
fair market value of the Shares subject to the Award (less any Exercise or Grant Price) with reference to the Change of Control consideration,
which amount may be zero (0) if applicable.


 


13.2            Performance
Awards. The Committee may, in its discretion, either by the terms of an Award Agreement or by resolution adopted prior to the occurrence
of a Change of Control, provide that in the event of a Change of Control, (a) any outstanding Performance Awards relating to performance
periods ending prior to the Change of Control which have been earned but not paid shall become immediately payable, (b) all then-in-progress
performance periods for Performance Awards that are outstanding shall end, and either (i) all Participants shall be deemed to have
earned an award equal to the Participant’s target award opportunity for the performance period in question, or (ii) at the
Committee’s discretion, the Committee shall determine the extent to which performance criteria have been met with respect to each
such Performance Awards and (c) the Company shall cause to be paid to each Participant such partial or full Performance Awards,
in cash, Shares or other property as determined by the Committee, within thirty (30) days of such Change of Control, based on the Change
of Control consideration, which amount may be zero (0) if applicable.


 






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13.3            No
Implied Rights; Other Limitations. No Participant shall have any right to prevent the consummation of any of the acts described in
Section 4.2 or Section 13.1 affecting the number of Shares available to, or other entitlement of, such Participant under the
Plan or such Participant’s Award. Any actions or determinations of the Committee under this Section 13 need not be uniform
as to all outstanding Awards, nor treat all Participants identically. Any changes to Incentive Stock Options pursuant to this Section 13
shall, unless the Committee determines otherwise, only be effective to the extent such adjustments or changes do not cause a “modification”
(within the meaning of Section 424(h)(3) of the Code) of such Incentive Stock Options or adversely affect the tax status of
such Incentive Stock Options.


 


13.4            Termination,
Amendment, and Modifications of Change of Control Provisions. Notwithstanding any other provision of the Plan (but subject to the
limitations of Section 14.1 and Section 14.2) or any Award Agreement provision, the provisions of this Section 13 may
not be terminated, amended, or modified on or after the date of a Change of Control to materially impair any Participant’s Award
theretofore granted and then outstanding under the Plan without the prior written consent of such Participant.


 


Section 14.     Amendment
And Termination.


 


14.1            Amendments
to the Plan. The Board may amend, alter, suspend, discontinue or terminate the Plan or any portion thereof at any time; provided
that no such amendment, alteration, suspension, discontinuation or termination shall be made without stockholder approval if such approval
is necessary to comply with any tax or regulatory requirement for which or with which the Board deems it necessary or desirable to comply.


 


14.2            Amendments
to Awards. Subject to the restrictions and shareholder approval requirements set forth in Section 6.2, the Committee may waive
any conditions or rights under, amend any terms of or alter, suspend, discontinue, cancel or terminate, any Award theretofore granted,
prospectively or retroactively; provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination
that would materially and adversely affect the rights of any Participant or any holder or beneficiary of any Award theretofore granted
shall not to that extent be effective without the consent of the affected Participant, holder or beneficiary.


 


14.3            Adjustments
of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events. The Committee is hereby authorized to make equitable and
proportionate adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring
events (and shall make such adjustments for events described in Section 4.2 hereof) affecting any member of the Company Group, or
the financial statements of any member of the Company Group, or of changes in applicable laws, regulations or accounting principles.


 


14.4            Section 409A
Compliance. No Award (or modification thereof) shall provide for deferral of compensation that does not comply with Section 409A
of the Code unless the Committee, at the time of grant, specifically provides that the Award is not intended to comply with Section 409A
of the Code. Notwithstanding any provision of this Plan to the contrary, if one or more of the payments or benefits received or to be
received by a Participant pursuant to an Award would cause the Participant to incur any additional tax or interest under Section 409A
of the Code, the Committee may reform such provision to maintain to the maximum extent practicable the original intent of the applicable
provision without violating the provisions of Section 409A of the Code.


 






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Section 15.     General
Provisions.


 


15.1            Limited
Transferability of Awards. Subject to this Section 15.1, each Award shall be exercisable only by a Participant during the Participant’s
lifetime, or, if permissible under applicable law, by the Participant’s legal guardian or representative. No Award may be assigned,
alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant other than by will or by the laws of descent
and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable
against the Company and its Affiliates; provided that the designation of a beneficiary shall not constitute an assignment, alienation,
pledge, attachment, sale, transfer or encumbrance.


 


(a)            Notwithstanding
the foregoing, the Committee may, in its sole discretion, permit Awards other than Incentive Stock Options to be transferred by a Participant,
without consideration, subject to such rules as the Committee may adopt consistent with any applicable Award Agreement to preserve
the purposes of the Plan, to:


 


(i)            any
person who is a “family member” of the Participant, as such term is used in the instructions to Form S-8 (collectively,
the “Immediate Family Members”);


 


(ii)            a
trust solely for the benefit of the Participant and his or her Immediate Family Members;


 


(iii)            a
partnership or limited liability company whose only partners or shareholders are Persons described in (i) or (ii) above; or


 


(iv)            any
other transferee as may be approved by the Committee in its sole discretion or as provided in the applicable Award Agreement; (each transferee
described in clauses (i), (ii), (iii) and (iv) above is hereinafter referred to as a “Permitted Transferee”);
provided that the Participant gives the Committee advance written notice describing the terms and conditions of the proposed transfer
and the Committee notifies the Participant in writing that such a transfer would comply with the requirements of the Plan and any applicable
Award Agreement.


 


(b)            The
terms of any Award transferred in accordance with the immediately preceding Section shall apply to the Permitted Transferee and
any reference in the Plan, or in any applicable Award Agreement, to a Participant shall be deemed to refer to the Permitted Transferee,
except that (i) Permitted Transferees shall not be entitled to transfer any Award, other than by will or the laws of descent and
distribution, (ii) Permitted Transferees shall not be entitled to exercise any transferred Option unless there shall be in effect
a registration statement on an appropriate form covering the Shares to be acquired pursuant to the exercise of such Option if the Committee
determines, consistent with any applicable Award Agreement, that such a registration statement is necessary or appropriate, (iii) the
Committee or the Company shall not be required to provide any notice to a Permitted Transferee, whether or not such notice is or would
otherwise have been required to be given to the Participant under the Plan or otherwise, and (iv) the consequences of the termination
of the Participant’s employment by, or services to, the Company or an Affiliate under the terms of the Plan and the applicable
Award Agreement shall continue to be applied with respect to the Participant, including, without limitation, that an Option shall be
exercisable by the Permitted Transferee only to the extent, and for the periods, specified in the Plan and the applicable Award Agreement.


 






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15.2            Dividend
Equivalents. In the sole and complete discretion of the Committee, an Award may provide the Participant with dividends or dividend
equivalents, payable in cash, Shares, other securities or other property on a current or deferred basis. All dividend or dividend equivalents
which are not paid currently may, at the Committee’s discretion, accrue interest, be reinvested into additional Shares, or, in
the case of dividends or dividend equivalents credited in connection with Performance Awards, be credited as additional Performance Awards
and paid to the Participant if and when, and to the extent that, payment is made pursuant to such Award. The total number of Shares available
for grant under Section 4 shall not be reduced to reflect any dividends or dividend equivalents that are reinvested into additional
Shares or credited as Performance Awards.


 


15.3            No
Rights to Awards. No Person shall have any claim to be granted any Award, and there is no obligation for uniformity of treatment
of Participants or holders or beneficiaries of Awards. The terms and conditions of Awards need not be the same with respect to each Participant.


 


15.4            Share
Certificates. All certificates for Shares or other securities of the Company or any Affiliate (or, if any such Shares or securities
are in book-entry form, such book-entry balances and confirmation and account statements with respect thereto) delivered under the Plan
pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may
deem advisable under the Plan or the rules, regulations and other requirements of the SEC or any state securities commission or regulatory
authority, any stock exchange or other market upon which such Shares or other securities are then listed, and any applicable Federal
or state laws, and the Committee may cause a legend or legends to be put on any such certificates (or confirmation and account statements
for book-entry Shares) to make appropriate reference to such restrictions.


 


15.5            Tax
Withholding. A Participant may be required to pay to the Company or such Person designated by the Company, and the Company or any
Service Recipient shall have the right and is hereby authorized to withhold from any Award, from any payment due or transfer made under
any Award or under the Plan, or from any compensation or other amount owing to a Participant the amount (in cash, Shares, other securities,
other Awards or other property) of any applicable withholding or other tax-related obligations in respect of an Award, its exercise or
any other transaction involving an Award, or any payment or transfer under an Award or under the Plan and to take such other action as
may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes. The Committee may provide for
additional cash payments to holders of Options to defray or offset any tax arising from the grant, vesting, exercise or payment of any
Award.


 






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15.6            Withholding
or Tendering Shares. Without limiting the generality of Section 15.5, the Committee may in its discretion permit a Participant
to satisfy or arrange to satisfy, in whole or in part, Federal, state, local or foreign tax requirements, liabilities and obligations
incident to an Award, if any, by: (a) electing to have the Company withhold Shares or other property otherwise deliverable to such
Participant pursuant to his or her Award in an amount equal to or greater than the minimum applicable amount necessary to satisfy such
tax requirements, liabilities and obligations (provided, however, that the amount of any Shares so withheld shall not exceed the maximum
statutory withholding amounts in the Participant’s jurisdiction) and/or (b) tendering to the Company Shares owned by such
Participant (or by such Participant and his or her spouse jointly) and purchased or held for the requisite period of time as may be required
to avoid the Company’s or the Affiliates’ incurring an adverse accounting charge, based, in each case, on the Fair Market
Value of the Shares on the payment date as determined by the Committee. All such elections shall be irrevocable, made in writing, signed
by the Participant, and shall be subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate.


 


15.7            Award
Agreements. Each Award hereunder shall be evidenced by an Award Agreement that shall be delivered to the Participant and may specify
the terms and conditions of the Award and any rules applicable thereto. In the event of a conflict between the terms of the Plan
and any Award Agreement, the terms of the Plan shall prevail. The Committee shall, subject to applicable law, determine the date an Award
is deemed to be granted. The Committee or, except to the extent prohibited under applicable law, its delegate(s) may establish the
terms of agreements or other documents evidencing Awards under this Plan and may, but need not, require as a condition to any such agreement’s
or document’s effectiveness that such agreement or document be executed by the Participant, including by electronic signature or
other electronic indication of acceptance, and that such Participant agree to such further terms and conditions as specified in such
agreement or document. The grant of an Award under this Plan shall not confer any rights upon the Participant holding such Award other
than such terms, and subject to such conditions, as are specified in this Plan as being applicable to such type of Award (or to all Awards)
or as are expressly set forth in the agreement or other document evidencing such Award.


 


15.8            No
Limit on Other Compensation Arrangements. Nothing contained in the Plan shall prevent the Company or any Affiliate from adopting
or continuing in effect other compensation arrangements, which may, but need not, provide for the grant of Options, Restricted Shares,
Restricted Share Units, Other Stock-Based Awards or other types of Awards provided for hereunder.


 


15.9            No
Right to Employment. The grant of an Award shall not be construed as giving a Participant the right to be retained in the employ
of any member of the Company Group or any Service Recipient. Further, a Service Recipient may at any time dismiss a Participant from
employment, free from any liability or any claim under the Plan, unless otherwise expressly provided in an Award Agreement.


 


15.10            No
Rights as Stockholder. Subject to the provisions of the Plan and the applicable Award Agreement, no Participant or holder or beneficiary
of any Award shall have any rights as a stockholder with respect to any Shares to be distributed under the Plan until such person has
become a holder of such Shares. Notwithstanding the foregoing, in connection with each grant of Restricted Shares hereunder, the applicable
Award Agreement shall specify if and to what extent the Participant shall not be entitled to the rights of a stockholder in respect of
such Restricted Shares.


 






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15.11            No
Guarantee of Favorable Tax Treatment. Although the Company intends to administer the Plan so that Awards will be exempt from, or
will comply with, the requirements of Section 409A of the Code, the Company does not warrant that any Award under the Plan will
qualify for favorable tax treatment under Section 409A of the Code or any other provision of federal, state, local or foreign law.
The Company shall not be liable to any Participant for any tax, interest, or penalties that Participant might owe as a result of the
grant, holding, vesting, exercise, or payment of any Award under the Plan.


 


15.12            Governing
Law. The validity, construction and effect of the Plan and any rules and regulations relating to the Plan and any Award Agreement
shall be determined in accordance with the laws of the State of Delaware without giving effect to conflicts of laws principles.


 


15.13            Severability.
If any provision of the Plan or any Award is, or becomes, or is deemed to be invalid, illegal or unenforceable in any jurisdiction or
as to any Person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision
shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the
determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such
jurisdiction, Person or Award and the remainder of the Plan and any such Award shall remain in full force and effect.


 


15.14            Other
Laws. The Committee may refuse to issue or transfer any Shares or other consideration under an Award if, acting in its sole discretion,
it determines that the issuance or transfer of such Shares or such other consideration might violate any applicable law or regulation
(including applicable non- U.S. laws or regulations) or entitle the Company to recover the same under Section 16(b) of the
Exchange Act, and any payment tendered to the Company by a Participant, other holder or beneficiary in connection with the exercise of
such Award shall be promptly refunded to the relevant Participant, holder or beneficiary.


 


15.15            No
Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind
or a fiduciary relationship between the Company or any Affiliate and a Participant or any other Person. To the extent that any Person
acquires a right to receive payments from the Company or any Affiliate pursuant to an Award, such right shall be no greater than the
right of any unsecured general creditor of the Company or any Affiliate.


 


15.16            No
Fractional Shares. Awards may be granted with respect to whole or fractional Shares under the Plan, provided, the Committee may,
in its sole discretion, determine whether cash, other securities or other property shall be paid or transferred in lieu of any fractional
Shares or whether such fractional Shares or any rights thereto shall be canceled, terminated or otherwise eliminated.


 


15.17            Headings.
Headings are given to the sections and subsections of the 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 the Plan or any provision thereof.


 






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15.18            No
Section 83(b) Elections Without Consent of Company. No election under Section 83(b) of the Code or under a similar
provision of law may be made unless expressly permitted by the terms of the applicable Award Agreement or by action of the Committee
in writing prior to the making of such election. If a Participant, in connection with the acquisition of shares of Common Stock under
the Plan or otherwise, is expressly permitted to make such election and the Participant makes the election, the Participant shall notify
the Company of such election within ten (10) days of filing notice of the election with the Internal Revenue Service or other governmental
authority, in addition to any filing and notification required pursuant to Section 83(b) of the Code or other applicable provision.


 


Section 16.     Term
Of The Plan.


 


16.1            Effective
Date. The Plan shall be effective as of the date adopted by the Board, provided it is approved by the Company’s stockholders.


 


16.2            Expiration
Date. No new Awards shall be granted under the Plan after the tenth anniversary of the Effective Date. Unless otherwise expressly
provided in the Plan or in an applicable Award Agreement, any Award granted hereunder may, and the authority of the Board or the Committee
to amend, alter, adjust, suspend, discontinue or terminate any such Award or to waive any conditions or rights under any such Award shall,
continue after the tenth anniversary of the Effective Date.


 


Date Adopted by the Board: February 28, 2017


 


Date Approved by the Stockholders: February 28, 2017


 






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