Exhibit 4.1


 





SMITH-MIDLAND CORPORATION


 


2016 EQUITY INCENTIVE PLAN


 


Smith-Midland Corporation (the “Company”),
a Delaware corporation, hereby establishes and adopts the following Smith-Midland Corporation 2016 Equity Incentive Plan (the “Plan”).


 


1.             PURPOSE
OF THE PLAN


 


The purpose of the Plan is to assist the Company
and its Subsidiaries in attracting and retaining selected individuals to serve as employees, directors and consultants of the Company
and its Subsidiaries who are expected to contribute to the Company’s success and to achieve long-term objectives which will
inure to the benefit of all stockholders of the Company through the additional incentives inherent in the Awards hereunder.


 


2.             DEFINITIONS


 


2.1.           
“Affiliate” means, as to any Person, any other Person directly or indirectly controlling,
controlled by or under direct or indirect common control with such Person. For the purposes of this definition, “control,”
when used with respect to any Person, means the power to direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise. The term “controlling” and “controlled”
shall have meanings correlative to the foregoing.


 


2.2.           
“Award” shall mean any Restricted Stock Award, Restricted Stock Unit Award, Other Share-Based
Award or Performance Award granted pursuant to the provisions of the Plan.


 


2.3.           
“Award Agreement” shall mean any agreement, contract or other instrument or document evidencing
any Award hereunder, whether in writing or through an electronic medium.


 


2.4.           
“Board” shall mean the board of directors of the Company; a member thereof may be referred
to herein as a “director.”


 


2.5.           
“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.


 


2.6.           
“Committee” shall mean the Compensation Committee of the Board or the full Board during such
times as no committee is appointed by the Board or during such times as the Board is acting in lieu of the Committee; provided
that, at any time that securities of the Company are listed on a national securities exchange, including the Nasdaq Global Market
(“NASDAQ”), the Committee shall consist of no fewer than two Directors, each of whom is (i) a “Non-Employee
Director” within the meaning of Rule 16b-3 of the Exchange Act, (ii) an “outside director” within the
meaning of Section 162(m) of the Code, and (iii) an “independent director” to the extent required by the rules and
regulations of the national securities exchange on which the Shares are then listed.


 






     


     


    

  


2.7.           
“Covered Employee” shall mean an employee of the Company or any Subsidiary who is a “covered
employee” within the meaning of Section 162(m) of the Code to the extent required by such rules.


 


2.8.           
“Director” shall mean a member of the Board who is not an employee of the Company or any of
its Subsidiaries.


 


2.9.           
“Dividend Equivalents” shall have the meaning set forth in Section 11.5.


 


2.10.       
“Employee” shall mean any employee of the Company or any Subsidiary and any prospective employee
conditioned upon, and effective not earlier than, such person becoming an employee of the Company or any Subsidiary. Solely for
purposes of the Plan, an Employee shall also mean any consultant who is a natural person and who provides services to the Company
or any Subsidiary, so long as such person (i) renders bona fide services that are not in connection with the offer and sale
of the securities in a capital-raising transaction and (ii) does not directly or indirectly promote or maintain a market for
the Company’s securities.


 


2.11.       
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.


 


2.12.       
“Fair Market Value” shall mean, with respect to any property other than Shares, the market
value of such property determined by such methods or procedures as shall be established from time to time by the Committee. The
Fair Market Value of Shares means, on any given date, (i) if the Shares are then listed on a national securities exchange, including
NASDAQ, the closing sales price per Share on the exchange for such date, or if no sale was made on such date on the exchange, on
the last preceding day on which a sale occurred; (ii) if Shares are not then listed on a national securities exchange but are then
quoted on another stock quotation system, the closing price for the Shares as quoted on such quotation system on such date, or
if no sale was made on such date on such quotation system, on the last preceding day on which a sale was made; or (iii) if (i)
and (ii) do not apply, such value as the Committee in its discretion may in good faith determine.


 


2.13.       
 “Limitations” shall have the meaning set forth in Section 9.5.


 


2.14.       
“Option” shall mean any right granted to a Participant under the Plan allowing such Participant
to purchase Shares at such price or prices and during such period or periods as the Committee shall determine.


 


2.15.       
“Other Share-Based Award” shall have the meaning set forth in Section 7.1.


 


2.16.       
“Participant” shall mean an Employee or director of the Company who is selected by the Committee
to receive an Award under the Plan.


 


2.17.       
“Payee” shall have the meaning set forth in Section 12.1.


 


2.18.       
“Performance Award” shall mean any Award of Performance Cash or Performance Shares granted
pursuant to Article 8.


 






     


     


    

  


2.19.       
“Performance Cash” shall mean any cash incentives granted pursuant to Article 8 which
will be paid to the Participant upon the achievement of such performance goals as the Committee shall establish.


 


2.20.       
“Performance Period” shall mean the period established by the Committee of not less than 6 months
during which any performance goals specified by the Committee with respect to such Award are to be measured.


 


2.21.       
“Performance Share” shall mean any grant pursuant to Article 8 of a unit valued by reference
to a designated number of Shares, which value will be paid to the Participant upon achievement of such performance goals as the
Committee shall establish.


 


2.22.       
“Permitted Assignee” shall have the meaning set forth in Section 11.3.


 


2.23.       
“Person” means any individual, corporation, partnership, joint venture, limited liability
company, estate, trust, unincorporated association, any federal, state, county or municipal government or any bureau, department
or agency thereof and any fiduciary acting in such capacity on behalf of any of the foregoing.


 


2.24.       
“Restricted Stock” shall mean any Share issued with the restriction that the holder may not
sell, transfer, pledge or assign such Share and with such other restrictions as the Committee, in its sole discretion, may impose
(including any restriction on the right to vote such Share and the right to receive any dividends), which restrictions may lapse
separately or in combination at such time or times, in installments or otherwise, as the Committee may deem appropriate.


 


2.25.       
“Restricted Stock Award” shall have the meaning set forth in Section 6.1.


 


2.26.       
“Restricted Stock Unit” means an Award that is valued by reference to a Share, which value
may be paid to the Participant by delivery of such property as the Committee shall determine, including without limitation, cash
or Shares, or any combination thereof, and that has such restrictions as the Committee, in its sole discretion, may impose, including
without limitation, any restriction on the right to retain such Awards, to sell, transfer, pledge or assign such Awards, and/or
to receive any Dividend Equivalents with respect to such Awards, which restrictions may lapse separately or in combination at such
time or times, in installments or otherwise, as the Committee may deem appropriate.


 


2.27.       
“Restricted Stock Unit Award” shall have the meaning set forth in Section 6.1.


 


2.28.       
“Shares” shall mean the shares of the common stock of the Company, par value $0.01 per share.


 


2.29.       
“Subsidiary” shall mean any corporation (other than the Company) in an unbroken chain of corporations
beginning with the Company if, at the relevant time each of the corporations other than the last corporation in the unbroken chain
owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in
the chain.


 






     


     


    

  


2.30.       
“Substitute Awards” shall mean Awards granted or Shares issued by the Company in assumption
of, or in substitution or exchange for, awards previously granted, or the right or obligation to make future awards, in each case
by a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines.


 


3.             SHARES
SUBJECT TO THE PLAN


 


3.1.           
Number of Shares. (a) Subject to adjustment as provided in Section 11.2, a total of 400,000 Shares
shall be authorized for issuance under the Plan.


 


(b)              
If any Shares subject to an Award are forfeited, expire or otherwise terminate without issuance of such Shares, or any Award
is settled for cash or otherwise does not result in the issuance of all or a portion of the Shares subject to such Award, such
Shares shall, to the extent of such forfeiture, expiration, termination, cash settlement or non-issuance, again be available for
issuance under the Plan.


 


(c)               
In the event that withholding tax liabilities arising from such an Award are satisfied by the tendering of Shares (either
actually or by attestation) or by the withholding of Shares by the Company, then the Shares so tendered or withheld shall be available
for issuance under the Plan.


 


(d)              
Substitute Awards shall not reduce the Shares authorized for grant under the Plan or authorized for grant to a Participant
in any calendar year. Additionally, in the event that a company acquired by the Company or any Subsidiary or with which the Company
or any Subsidiary combines has shares available under a pre-existing plan approved by stockholders and not adopted in contemplation
of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted,
to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition
or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition
or combination) may be used for Awards under the Plan and shall not reduce the Shares authorized for grant under the Plan; provided
that Awards using such available shares shall not be made after the date awards or grants could have been made under the terms
of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not Employees or
Directors prior to such acquisition or combination.


 


3.2.           
Character of Shares. Any Shares issued hereunder may consist, in whole or in part, of authorized and unissued
shares, treasury shares or shares purchased in the open market or otherwise.


 


4.             ELIGIBILITY
AND ADMINISTRATION


 


4.1.           
Eligibility. Any Employee or director of the Company shall be eligible to be selected as a Participant.


 


4.2.           
Administration. (a) The Plan shall be administered by the Committee. The Committee shall have full power
and authority, subject to the provisions of the Plan and subject to such orders or resolutions not inconsistent with the provisions
of the Plan as may from time to time be adopted by the Board, to: (i) select the Employees and directors of the Company to
whom Awards may from time to time be granted hereunder; (ii) determine the type or types of Awards, not inconsistent with
the provisions of the Plan, to be granted to each Participant hereunder; (iii) determine the number of Shares or dollar value
to be covered by each Award granted hereunder; (iv) determine the terms and conditions, not inconsistent with the provisions
of the Plan, of any Award granted hereunder; (v) determine whether, to what extent and under what circumstances Awards may
be settled in cash, Shares or other property; (vi) determine whether, to what extent, and under what circumstances cash, Shares,
other property and other amounts payable with respect to an Award made under the Plan shall be deferred either automatically or
at the election of the Participant; (vii) determine whether, to what extent and under what circumstances any Award shall be
canceled or suspended; (viii) interpret and administer the Plan and any instrument or agreement entered into under or in connection
with the Plan, including any Award Agreement; (ix) correct any defect, supply any omission or reconcile any inconsistency
in the Plan or any Award in the manner and to the extent that the Committee shall deem desirable to carry it into effect; (x) establish
such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; (xi) determine
whether any Award will have Dividend Equivalents; and (xii) make any other determination and take any other action that the
Committee deems necessary or desirable for administration of the Plan.


 






     


     


    

  


(b)              
Decisions of the Committee shall be final, conclusive and binding on all persons or entities, including the Company, any
Participant, and any Subsidiary.


 


(c)               
To the extent not inconsistent with applicable law, including Section 162(m) of the Code, or any national securities exchange
on which the Shares are then traded, the Committee may delegate to (i) a committee of one or more directors of the Company
any of the authority of the Committee under the Plan, including the right to grant, cancel or suspend Awards and (ii) to the
extent permitted by law, one or more executive officers or a committee of executive officers the right to grant Awards to Employees
who are not Directors or executive officers of the Company.


 


5.             OPTIONS


 


5.1.           
Notwithstanding anything in the Plan to the contrary, Options may not be granted under the Plan.


 


6.             RESTRICTED STOCK AND RESTRICTED STOCK UNITS


 


6.1.           
Grants. Awards of Restricted Stock and Restricted Stock Units may be issued hereunder to Participants
either alone or in addition to other Awards granted under the Plan (a “Restricted Stock Award” or “Restricted
Stock Unit Award” respectively), and such Restricted Stock Awards and Restricted Stock Unit Awards shall also be available
as a form of payment of Performance Awards and other earned cash-based incentive compensation. A Restricted Stock Award or Restricted
Stock Unit Award shall be subject to vesting restrictions imposed by the Committee covering a period of time specified by the Committee,
unless (i) the Committee determines that there are no vesting conditions or (ii) the Committee applies Article 9 to the Award as
provided in Section 9.1. The Committee has absolute discretion to determine whether any consideration (other than services) is
to be received by the Company or any Subsidiary as a condition precedent to the issuance of Restricted Stock or Restricted Stock
Units.


 


6.2.           
Award Agreements. The terms of any Restricted Stock Award or Restricted Stock Unit Award granted under
the Plan shall be set forth in an Award Agreement which shall contain provisions determined by the Committee and not inconsistent
with the Plan. The terms of Restricted Stock Awards and Restricted Stock Unit Awards need not be the same with respect to each
Participant.


 






     


     


    

  


6.3.           
Rights of Holders of Restricted Stock and Restricted Stock Units. Unless otherwise provided in the Award
Agreement, beginning on the date of grant of the Restricted Stock Award and subject to execution of the Award Agreement, the Participant
shall become a stockholder of the Company with respect to all Shares subject to the Award Agreement and shall have all of the rights
of a stockholder, including the right to vote such Shares and the right to receive distributions made with respect to such Shares.
A Participant receiving a Restricted Stock Unit Award shall not possess any rights of a stockholder with respect to such Award.
Except as otherwise provided in an Award Agreement any Shares or any other property (including cash) distributed as a dividend
or otherwise with respect to any Restricted Stock Award as to which the restrictions have not yet lapsed shall be subject to the
same restrictions as such Restricted Stock Award. Notwithstanding the provisions of this Section, cash dividends with respect to
any Restricted Stock Award and any other property distributed as a dividend or otherwise with respect to any Restricted Stock Award
or the number of Shares covered by a Restricted Stock Unit Award that vests based on achievement of performance goals shall either
(i) not be paid or credited or (ii) be accumulated, shall be subject to restrictions and risk of forfeiture to the same extent
as the Restricted Stock or Restricted Stock Units with respect to which such cash, Shares or other property has been distributed
and shall be paid at the time such restrictions and risk of forfeiture lapse.


 


6.4.           
Effect of Termination of Employment. The Award Agreement for Restricted Stock Award or Restricted Stock
Unit Award shall set forth the extent to which the Participant shall have the right to retain Restricted Stock or Restricted Stock
Units following termination of the Participant’s employment with or provision of services to the Company (including service
as a director of the Company) and its Subsidiaries.


 


6.5.           
Issuance of Shares. Any Restricted Stock granted under the Plan may be evidenced in such manner as the
Committee may deem appropriate, including book-entry registration or issuance of a stock certificate or certificates, which certificate
or certificates shall be held by the Company. Such certificate or certificates shall be registered in the name of the Participant
and shall bear an appropriate legend referring to the restrictions applicable to such Restricted Stock.


 


7.             OTHER
SHARE-BASED AWARDS


 


7.1.           
Grants. Other Awards of Shares and other Awards that are valued in whole or in part by reference to, or
are otherwise based on, Shares or other property (“Other Share-Based Awards”) may be granted hereunder to Participants
either alone or in addition to other Awards granted under the Plan. Other Share-Based Awards shall also be available as a form
of payment of other Awards granted under the Plan and other earned cash-based compensation. Other Share-Based Awards shall be subject
to vesting restrictions imposed by the Committee covering a period of time specified by the Committee, unless the Committee applies
Article 9 to the Award as provided in Section 9.1.


 






     


     


    

  


7.2.           
Award Agreements. The terms of Other Share-Based Award granted under the Plan shall be set forth in an
Award Agreement which shall contain provisions determined by the Committee and not inconsistent with the Plan. The terms of such
Awards need not be the same with respect to each Participant. Notwithstanding the provisions of this Section, Dividend Equivalents
and cash and any property distributed as a dividend or otherwise with respect to the number of Shares covered by a Other Share-Based
Award shall be subject to restrictions and risk of forfeiture to the same extent as the Shares covered by a Other Share-Based Award
with respect to which such cash, Shares or other property has been distributed.


 


7.3.           
Effect of Termination of Employment. The Award Agreement for an Other Share-Based Award shall set forth
the extent to which the Award will be retained following termination of the Participant’s employment with or provision of
services to the Company (including service as a director of the Company) and its Subsidiaries.


 


7.4.           
Payment. Except as may be provided in an Award Agreement, Other Share-Based Awards may be paid in cash,
Shares, other property, or any combination thereof, in the sole discretion of the Committee. Other Share-Based Awards may be paid
in a lump sum or in installments or, in accordance with procedures established by the Committee, on a deferred basis subject to
the requirements of Section 409A of the Code.


 


8.             PERFORMANCE
AWARDS


 


8.1.           
Grants. Performance Awards in the form of Performance Cash or Performance Shares, as determined by the
Committee in its sole discretion, may be granted hereunder to Participants, for no consideration or for such minimum consideration
as may be required by applicable law, either alone or in addition to other Awards granted under the Plan. The performance goals
to be achieved for each Performance Period shall be conclusively determined by the Committee and may be based upon criteria set
forth in Section 9.2.


 


8.2.           
Award Agreements. The terms of any Performance Award granted under the Plan shall be set forth in an Award
Agreement which shall contain provisions determined by the Committee and not inconsistent with the Plan, including whether such
Awards shall have Dividend Equivalents. The terms of Performance Awards need not be the same with respect to each Participant.


 


8.3.           
Terms and Conditions. The performance criteria to be achieved during any Performance Period and the length
of the Performance Period shall be determined by the Committee upon the grant of each Performance Award. The amount of the Award
to be distributed shall be conclusively determined by the Committee.


 


8.4.           
Effect of Termination of Employment. The Award Agreement for Performance Awards shall set forth the extent
to which the Participant shall have the right to retain Performance Awards following termination of the Participant’s employment
with or provision of services to the Company and its Subsidiaries.


 






     


     


    

  


8.5.           
Payment. Except as provided in Article 10 or as may be provided in an Award Agreement, Performance
Awards will be paid only after the end of the relevant Performance Period. Performance Awards may be paid in cash, Shares, other
property, or any combination thereof, in the sole discretion of the Committee. Performance Awards may be paid in a lump sum or
in installments following the close of the Performance Period or, in accordance with procedures established by the Committee, on
a deferred basis subject to the requirements of Section 409A of the Code.


 


9.             CODE SECTION 162(m) PROVISIONS


 


9.1.           
Covered Employees. Notwithstanding any other provision of the Plan, if the Committee determines at the
time a Restricted Stock Award, a Restricted Stock Unit Award, a Performance Award or an Other Share-Based Award is granted to a
Participant who is, or is likely to be, as of the end of the tax year in which the Company would claim a tax deduction in connection
with such Award, a Covered Employee, then the Committee may provide that this Article 9 is applicable to such Award.


 


9.2.           
Performance Criteria. If the Committee determines that a Restricted Stock Award, a Restricted Stock Unit,
a Performance Award or an Other Share-Based Award is intended to be subject to this Article 9, the lapsing of restrictions
thereon and the distribution of cash, Shares or other property pursuant thereto, as applicable, shall be subject to the achievement
of one or more objective performance goals established by the Committee, which shall be based on the attainment of specified levels
of one or any combination of the following: net sales; booking value of contract awards; year-end backlog; days sales outstanding;
revenue; revenue growth or product revenue growth; operating income (before or after taxes); pre- or after-tax income (before or
after allocation of corporate overhead and bonus); earnings per share; net income (before or after taxes); return on equity; total
shareholder return; return on assets or net assets; appreciation in and/or maintenance of the price of the Shares or any other
publicly traded securities of the Company; market share; gross profits; earnings (including earnings before taxes, earnings before
interest and taxes or earnings before interest, taxes, depreciation and amortization); economic value-added models or equivalent
metrics; comparisons with various stock market indices; reductions in costs; cash flow or cash flow per share (before or after
dividends); return on capital (including return on total capital or return on invested capital); cash flow return on investment;
improvement in or attainment of expense levels or working capital levels; operating margins, gross margins or cash margin; year-end
cash; debt reductions; stockholder equity; market share; regulatory achievements; and implementation, completion or attainment
of measurable objectives with respect to research, development, products or projects, production volume levels, acquisitions and
divestitures and recruiting and maintaining personnel. Such performance goals also may be based solely by reference to the Company’s
performance or the performance of a Subsidiary, division, business segment or business unit of the Company, or based upon the relative
performance of other companies or upon comparisons of any of the indicators of performance relative to other companies. The Committee
may also exclude charges related to an event or occurrence which the Committee determines should appropriately be excluded, including
(a) restructurings, discontinued operations, extraordinary items, and other unusual or non-recurring charges, (b) an
event either not directly related to the operations of the Company or not within the reasonable control of the Company’s
management, or (c) the cumulative effects of tax or accounting changes in accordance with U.S. generally accepted accounting
principles. Such performance goals shall be set by the Committee within the time period prescribed by, and shall otherwise comply
with the requirements of, Section 162(m) of the Code, and the regulations thereunder.


 






     


     


    

  


9.3.           
Adjustments. Notwithstanding any provision of the Plan (other than Article 10), with respect to any
Restricted Stock Award, Restricted Stock Unit Award, Performance Award or Other Share-Based Award that is subject to this Section 9,
the Committee may adjust downwards, but not upwards, the amount payable pursuant to such Award, and the Committee may not waive
the achievement of the applicable performance goals, except in the case of the death or disability of the Participant or as otherwise
determined by the Committee in special circumstances.


 


9.4.           
Restrictions. The Committee shall have the power to impose such other restrictions on Awards subject to
this Article as it may deem necessary or appropriate to ensure that such Awards satisfy all requirements for “performance-based
compensation” within the meaning of Section 162(m) of the Code.


 


9.5.           
Limitations on Grants to Individual Participants. Subject to adjustment as provided in Section 11.2,
no Participant may be granted Restricted Stock Awards, Restricted Stock Unit Awards, Performance Awards and/or Other Share-Based
Awards in any 12-month period that are intended to comply with the performance-based exception under Code Section 162(m) and are
denominated in Shares with respect to more than 200,000 Shares (the “Limitations”). In addition to the foregoing, the
maximum dollar value that may be earned by any Participant in any 12-month period with respect to Performance Awards that are intended
to comply with the performance-based exception under Code Section 162(m) and are denominated in cash is $5,000,000. If an Award
is cancelled, the cancelled Award shall continue to be counted toward the applicable Limitations.


 


10.           CHANGE
IN CONTROL PROVISIONS


 


10.1.       
Treatment of Awards. (a) Unless otherwise provided in an Award Agreement, in the event of a Change in
Control of the Company in which the successor company assumes or replaces a Restricted Stock Award, Restricted Stock Unit Award,
Performance Award or Other Share-Based Award (or in which the Company is the ultimate parent corporation and continues the Award),
if a Participant’s employment with such successor company (or a subsidiary thereof) terminates (other than a termination
by the Company for cause (as defined in an Award Agreement) within 24 months following such Change in Control (or such other
period set forth in the Award Agreement, including prior thereto if applicable): (i)  restrictions, limitations and other
conditions on Restricted Stock and Restricted Stock Units shall lapse and the Restricted Stock and Restricted Stock Units shall
become free of all restrictions, limitations and conditions and become fully vested, (ii) all Performance Awards shall be
considered to be earned and payable (pro rata based on the portion of Performance Period completed as of the date of the Change
in Control), and any other restriction shall lapse and such Performance Awards shall be immediately settled or distributed, and
(iii) the restrictions, limitations and other conditions applicable to any Other Share-Based Awards shall lapse, and such Other
Share-Based Awards shall become free of all restrictions, limitations and conditions and become fully vested and transferable to
the full extent of the original grant. For the purposes of this Section 10.1, a Restricted Stock Award, Restricted Stock Unit
Award, Performance Award or Other Share-Based Award shall be considered assumed or replaced if following the Change in Control,
the assumed or replacement award confers the right to purchase or receive, for each Share subject to a Restricted Stock Award,
Restricted Stock Unit Award, Performance Award or Other Share-Based Award immediately prior to the Change in Control, the consideration
(whether stock, cash or other securities or property) received in the transaction constituting a Change in Control by holders of
Shares for each Share subject to Award on the effective date of such transaction (and if holders were offered a choice of consideration,
the type of consideration chosen by the holders of a majority of the outstanding shares).


 






     


     


    

  


(b)              
Unless otherwise provided in an Award Agreement, in the event of any Change in Control of the Company, to the extent the
successor company does not assume or replace a Restricted Stock Award, Restricted Stock Unit Award, Performance Award or Other
Share-Based Award (or in which the Company is the ultimate parent corporation and does not continue the Award): (i)  restrictions,
limitations and other conditions applicable to Restricted Stock and Restricted Stock Units that are not assumed or replaced shall
lapse and the Restricted Stock and Restricted Stock Units shall become free of all restrictions, limitations and conditions and
become fully vested, (ii) all Performance Awards shall be considered to be earned and payable (pro rata based on the portion
of Performance Period completed as of the date of the Change in Control), and any other restriction shall lapse and such Performance
Awards shall be immediately settled or distributed, and (iii) the restrictions, limitations and other conditions applicable to
any Other Share-Based Awards shall lapse, and such Other Share-Based Awards shall become free of all restrictions, limitations
and conditions and become fully vested and transferable to the full extent of the original grant.


 


10.2.       
Change in Control. For purposes of the Plan, Change in Control means the occurrence of any of the following
events:


 


(a)               
(i) sale of all or substantially all of the assets of the Company to any Person or group of Persons which is not an
Affiliate of Rodney Smith and/or Ashley Smith (who are, as of the date of adoption of the Plan, executive officers of the Company);
(ii) any Person or group of Persons (other than a Person or group consisting solely of Affiliates of Rodney Smith and/or Ashley
Smith) is or shall become the “beneficial owner” (as defined in Rule 13(d)-3 and 13(d)-5 under the Exchange Act), directly
or indirectly, of more than 50% of the voting stock of the Company then outstanding or (iii) a merger or consolidation pursuant
to which any Person or group of Persons (other than a Person or group consisting solely of Affiliates of Rodney Smith and/or Ashley
Smith) becomes the “beneficial owner” (as defined in clause (ii) above) of more than 50% of the voting stock of the
Company or the surviving or resulting entity immediately following the consummation of such transaction; or


 


(b)              
consummation of a complete liquidation or dissolution of the Company.


 


11.           GENERALLY APPLICABLE PROVISIONS


 


11.1.       
Amendment and Termination of the Plan. The Board may, from time to time, alter, amend, suspend or terminate
the Plan as it shall deem advisable, subject to any requirement for stockholder approval imposed by applicable law; provided that
the Board may not amend the Plan in any manner that would result in noncompliance with Rule 16b-3 of the Exchange Act. Unless
required by applicable law, rule or regulation, no amendments to, or suspension or termination of, the Plan shall impair the rights
of a Participant in any material respect under any Award previously granted without such Participant’s consent.


 






     


     


    

  


11.2.       
Adjustments. In the event of any merger, reorganization, consolidation, recapitalization, dividend or
distribution (whether in cash, shares or other property, other than a regular cash dividend), stock split, reverse stock split,
spin-off or similar transaction or other change in corporate structure affecting the Shares or the value thereof, such adjustments
and other substitutions shall be made to the Plan and to Awards as the Committee deems equitable or appropriate to prevent dilution
or enlargement of the rights of Participants under the Plan, taking into consideration the accounting and tax consequences, including
such adjustments in the aggregate number, class and kind of securities that may be delivered under the Plan, in the aggregate or
to any one Participant, the Limitations, and, in the number, class and kind of securities subject to outstanding Awards granted
under the Plan (including, if the Committee deems appropriate, the substitution of similar awards denominated in the shares of
another company) as the Committee may determine to be appropriate provided, however, that the number of Shares subject to any Award
shall always be a whole number.


 


11.3.       
Transferability of Awards. Except as provided below, no Award and no Shares subject to Awards described
in Article 7 that have not been issued or as to which any applicable restriction, performance or deferral period has not lapsed,
may be sold, assigned, transferred, pledged or otherwise encumbered, other than by will or the laws of descent and distribution,
and such Award may be exercised during the life of the Participant only by the Participant or the Participant’s guardian
or legal representative. To the extent and under such terms and conditions as determined by the Committee, a Participant may assign
or transfer an Award without consideration (each transferee thereof, a “Permitted Assignee”) to (i) the Participant’s
spouse, children or grandchildren (including any adopted and step children or grandchildren), parents, grandparents or siblings,
(ii) to a trust for the benefit of one or more of the Participant or the persons referred to in clause (i), (iii) to
a partnership, limited liability company or corporation in which the Participant or the Persons referred to in clause (i) are
the only partners, members or shareholders or (iv) for charitable donations; provided that such Permitted Assignee shall be
bound by and subject to all of the terms and conditions of the Plan and the Award Agreement relating to the transferred Award and
shall execute an agreement satisfactory to the Company evidencing such obligations; and provided further that such Participant
shall remain bound by the terms and conditions of the Plan. The Company shall cooperate with any Permitted Assignee and the Company’s
transfer agent in effectuating any transfer permitted under this Section.


 


11.4.       
Termination of Employment. The Committee shall determine and set forth in each Award Agreement whether
any Awards granted in such Award Agreement will continue to be exercisable, and the terms of such exercise, on and after the date
that a Participant ceases to be employed by or to provide services to the Company or any Subsidiary (including as a director of
the Company), whether by reason of death, disability, voluntary or involuntary termination of employment or services, or otherwise.
The date of termination of a Participant’s employment or services will be determined by the Committee, which determination
will be final.


 






     


     


    

  


11.5.       
Deferral; Dividend Equivalents. The Committee shall be authorized to establish procedures pursuant
to which the payment of any Award may be deferred. Subject to the provisions of the Plan and any Award Agreement, the recipient
of an Award (including any deferred Award), may, if so determined by the Committee, be entitled to receive, currently or on a deferred
basis amounts equivalent to cash, stock or other property dividends on Shares (“Dividend Equivalents”) with respect
to the number of Shares covered by the Award, as determined by the Committee, in its sole discretion. The Committee may provide
the Dividend Equivalents (if any) shall be deemed to have been reinvested in additional Shares or otherwise reinvested and may
provide that such amounts and Dividend Equivalents are subject to the same vesting or performance conditions as the underlying
Award. Notwithstanding the foregoing, Dividend Equivalents credited in connection with an Award that vests based on the achievement
of performance goals shall be subject to restrictions and risk of forfeiture to the same extent as the Award with respect to which
such cash, stock or other property has been distributed.


 


12.           MISCELLANEOUS


 


12.1.       
Tax Withholding. The Company shall have the right to make all payments or distributions pursuant to the
Plan to a Participant (or a Permitted Assignee thereof) (any such person, a “Payee”) net of any applicable federal,
state and local taxes required to be paid or withheld as a result of (a) the grant of any Award, (b)  the delivery
of Shares or cash, (c) the lapse of any restrictions in connection with any Award or (e) any other event occurring pursuant
to the Plan. The Company or any Subsidiary shall have the right to withhold from wages or other amounts otherwise payable to such
Payee such withholding taxes as may be required by law, or to otherwise require the Payee to pay such withholding taxes. If the
Payee shall fail to make such tax payments as are required, the Company or its Subsidiaries shall, to the extent permitted by law,
have the right to deduct any such taxes from any payment of any kind otherwise due to such Payee or to take such other action as
may be necessary to satisfy such withholding obligations. The Committee shall be authorized to establish procedures for election
by Participants to satisfy such obligation for the payment of such taxes by tendering previously acquired Shares (either actually
or by attestation, valued at their then Fair Market Value), or by directing the Company to retain Shares (up to the Participant’s
minimum required tax withholding rate or such other rate that will not trigger a negative accounting impact) otherwise deliverable
in connection with the Award.


 


12.2.       
Right of Discharge Reserved; Claims to Awards. Nothing in the Plan nor the grant of an Award hereunder
shall confer upon any Employee or director the right to continue in the employment or service of the Company or any Subsidiary
or affect any right that the Company or any Subsidiary may have to terminate the employment or service of (or to demote or to exclude
from future Awards under the Plan) any such Employee or director at any time for any reason. Except as specifically provided by
the Committee, the Company shall not be liable for the loss of existing or potential profit from an Award granted in the event
of termination of an employment or other relationship. No Employee or Participant shall have any claim to be granted any Award
under the Plan, and there is no obligation for uniformity of treatment of Employees or Participants under the Plan.


 


 






     


     


    

  


12.3.       
Substitute Awards. Notwithstanding any other provision of the Plan, the terms of Substitute Awards may
vary from the terms set forth in the Plan to the extent the Committee deems appropriate to conform, in whole or in part, to the
provisions of the awards in substitution for which they are granted.


 


12.4.       
Forfeiture Events. (a) The Committee may specify in an Award Agreement that the Participant’s rights,
payments, and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture, or recoupment upon the
occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award.
Such events may include, but shall not be limited to, termination of employment for cause, termination of the Participant’s
provision of services to the Company and/or a Subsidiary, violation of material Company and/or Subsidiary policies, breach of noncompetition,
non-solicitation, confidentiality, or other restrictive covenants that may apply to the Participant, or other conduct by the Participant
that is detrimental to the business or reputation of the Company, and/or its Subsidiaries.


 


(b)              
If the Company is required to file an accounting restatement due to the material noncompliance of the Company, as a result
of misconduct, with any financial reporting requirement under the securities laws, if the Participant knowingly or recklessly engaged
in the misconduct, or knowingly or recklessly failed to prevent or report the misconduct, or if the Participant is one of the individuals
subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002, the Participant shall reimburse the Company
the amount of any payment in settlement of an Award earned or accrued for such period as determined by the Committee following
the first public issuance or filing with the United States Securities and Exchange Commission (whichever just occurred) of the
financial document reflecting such material noncompliance.


 


12.5.       
Stop Transfer Orders. All certificates for Shares delivered under the Plan pursuant to any Award shall
be subject to such stop-transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations
and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Shares are then listed, and
any applicable federal or state securities law, and the Committee may cause a legend or legends to be put on any such certificates
to make appropriate reference to such restrictions.


 


12.6.       
Nature of Payments. All Awards made pursuant to the Plan are in consideration of services performed or
to be performed for the Company or any Subsidiary, division or business unit of the Company. Any income or gain realized pursuant
to Awards under the Plan constitutes a special incentive payment to the Participant and shall not be taken into account, to the
extent permissible under applicable law, as compensation for purposes of any of the employee benefit plans of the Company or any
Subsidiary except as may be determined by the Committee or by the Board or board of directors of the applicable Subsidiary.


 


12.7.       
Other Plans. Nothing contained in the Plan shall prevent the Board from adopting other or additional compensation
arrangements, subject to stockholder approval if such approval is required; and such arrangements may be either generally applicable
or applicable only in specific cases.


 






     


     


    

  


12.8.       
  Severability. If any provision of the Plan shall be held unlawful or otherwise invalid or unenforceable
in whole or in part by a court of competent jurisdiction or by reason of a change in law or regulation, such provision shall (a)
be deemed limited to the extent that such court of competent jurisdiction deems it lawful, valid and/or enforceable and as so limited
shall remain in full force and effect, and (b) not affect any other provision of the Plan or part thereof, each of which shall
remain in full force and effect. If the making of any payment or the provision of any other benefit required under the Plan shall
be held unlawful or otherwise invalid or unenforceable by a court of competent jurisdiction, such unlawfulness, invalidity or unenforceability
shall not prevent any other payment or benefit from being made or provided under the Plan, and if the making of any payment in
full or the provision of any other benefit required under the Plan in full would be unlawful or otherwise invalid or unenforceable,
then such unlawfulness, invalidity or unenforceability shall not prevent such payment or benefit from being made or provided in
part, to the extent that it would not be unlawful, invalid or unenforceable, and the maximum payment or benefit that would not
be unlawful, invalid or unenforceable shall be made or provided under the Plan.


 


12.9.       
  Construction. As used in the Plan, the words “include” and “including,”
and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without
limitation.”


 


12.10.    
 Unfunded Status of the Plan. The Plan is intended to constitute an “unfunded” plan for
incentive compensation. With respect to any payments not yet made to a Participant by the Company, nothing contained herein
shall give any such Participant any rights that are greater than those of a general unsecured creditor of the Company. In its
sole discretion, the Committee may authorize the creation of trusts or other arrangements to meet the obligations created
under the Plan to deliver the Shares or payments in lieu of or with respect to Awards hereunder; provided, however, that the
existence of such trusts or other arrangements is consistent with the unfunded status of the Plan.


 


12.11.   
   Governing Law. The Plan and all determinations made and actions taken thereunder, to the extent not otherwise
governed by the Code or the laws of the United States, shall be governed by the laws of the State of New York, without reference
to principles of conflict of laws, and construed accordingly.


 


12.12.   
   Effective Date of Plan; Termination of Plan. The Plan shall be effective on the date of the approval of
the Plan by the Board (i.e. October 13, 2016). Awards may be granted under the Plan at any time and from time to time on or prior
to the tenth anniversary of the effective date of the Plan, on which date the Plan will expire except as to Awards then outstanding
under the Plan. Such outstanding Awards shall remain in effect until they have been exercised or terminated, or have expired.


 


12.13.   
    Foreign Employees. Awards may be granted to Participants who are foreign nationals or employed outside
the United States, or both, on such terms and conditions different from those applicable to Awards to Employees employed in the
United States as may, in the judgment of the Committee, be necessary or desirable in order to recognize differences in local law
or tax policy. The Committee also may impose conditions on the exercise or vesting of Awards in order to minimize the Company’s
obligation with respect to tax equalization for Employees on assignments outside their home country.


 






     


     


    

  


12.14.   
   Compliance with Section 409A of the Code. This Plan is intended to comply and shall be administered
in a manner that is intended to comply with Section 409A of the Code and shall be construed and interpreted in accordance
with such intent. To the extent that an Award or the payment, settlement or deferral thereof is subject to Section 409A of
the Code, the Award shall be granted, paid, settled or deferred in a manner that will comply with Section 409A of the Code,
including regulations or other guidance issued with respect thereto, except as otherwise determined by the Committee. Any provision
of this Plan that would cause the grant of an Award or the payment, settlement or deferral thereof to fail to satisfy Section 409A
of the Code shall be amended to comply with Section 409A of the Code on a timely basis, which may be made on a retroactive
basis, in accordance with regulations and other guidance issued under Section 409A of the Code.


 


12.15.   
   No Registration Rights; No Right to Settle in Cash. The Company has no obligation to register with any
governmental body or organization any of (a) the offer or issuance of any Award, (b) any Shares issuable upon the exercise of any
Award, or (c) the sale of any Shares issued upon exercise of any Award, regardless of whether the Company in fact undertakes to
register any of the foregoing. In particular, in the event that any of (x) any offer or issuance of any Award, (y) any Shares issuable
upon exercise of any Award, or (z) the sale of any Shares issued upon exercise of any Award are not registered with any governmental
body or organization, the Company will not under any circumstance be required to settle its obligations, if any, under this Plan
in cash.


 


12.16.   
    Captions. The captions in the Plan are for convenience of reference only, and are not intended to narrow,
limit or affect the substance or interpretation of the provisions contained herein.