Exhibit 10.8


 


Confidential


 


FTS INTERNATIONAL, INC.





 


2020 EQUITY AND INCENTIVE COMPENSATION
PLAN


 


1.            Purpose.
The purpose of the Amended and Restated 2020 Equity and Incentive Compensation Plan is to attract and retain non-employee Directors,
officers and other key employees of the Company and its Subsidiaries and to provide to such persons incentives and rewards for
performance.


 


2.            Definitions.
As used in this Plan:


 


(a)            “Affiliate”
means any Person that directly or indirectly controls, is controlled by, or is under common control with the Company. The term
“control” (including, with the correlative meaning, the terms “controlled by” and “under
common control with"), as applied to any Person, means the possession, directly or indirectly, of the power to direct
or cause the direction of the management and policies of such Person, whether through the ownership of voting or other securities,
by contract, or otherwise.


 


(b)            “Appreciation
Right” means a right granted pursuant to Section 7 of this Plan.


 


(c)            “Base
Price” means the price to be used as the basis for determining the Spread upon the exercise of an Appreciation Right.


 


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


 


(e)            “Cash
Incentive Award” means a cash award granted pursuant to Section 8 of this Plan.


 


(f)            “Change
in Control” has the meaning set forth in Section 12 of this Plan.


 


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


 


(h)            “Committee”
means the Compensation Committee of the Board (or its successor(s)), or any other committee of the Board designated by the Board
to administer the Plan pursuant to Section 10 of this Plan, and to the extent of any delegation by the Committee to
a subcommittee pursuant to Section 10 of this Plan, such subcommittee.


 


(i)            “Common
Stock” means the class A common stock, par value $0.01 per share, of the Company or any security into which such common
stock may be changed by reason of any transaction or event of the type referred to in Section 11 of this Plan.


 


(j)            “Company”
means FTS International, Inc., a Delaware corporation, and its successors.


 


(k)            “Date
of Grant” means the date specified by the Committee on which a grant of Restricted Stock Units, Restricted Stock, Option
Rights, Appreciation Rights, Cash Incentive Awards, Performance Shares, Performance Units, or other awards contemplated by Section 9
of this Plan, or a grant or sale of Restricted Stock Units, Restricted Stock, or other awards contemplated by Section 9
of this Plan, will become effective (which date will not be earlier than the date on which the Committee takes action with respect
thereto).


 






    


    


    




 


(l)            “Director”
means a member of the Board.


 


(m)            “Effective
Date” means November 19, 2020.


 


(n)            “Evidence
of Award” means an agreement, certificate, resolution or other type or form of writing or other evidence approved by
the Committee that sets forth the terms and conditions of the awards granted under the Plan. An Evidence of Award may be in an
electronic medium, may be limited to notation on the books and records of the Company and, unless otherwise determined by the Committee,
need not be signed by a representative of the Company or a Participant.


 


(o)            “Exchange
Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, as such law, rules and
regulations may be amended from time to time.


 


(p)            “Incentive
Stock Option” means an Option Right that is intended to qualify as an “incentive stock option” under Section 422
of the Code or any successor provision.


 


(q)            “Management
Objectives” means the measurable performance objective or objectives established by the Committee in its discretion pursuant
to this Plan for Participants who have received grants of Performance Shares, Performance Units or Cash Incentive Awards or, when
so determined by the Committee, Restricted Stock Units, Restricted Stock, Option Rights, Appreciation Rights, dividend equivalents
or other awards pursuant to this Plan. Management Objectives may be described in terms of Companywide objectives or objectives
that are related to time, the performance of the individual Participant or of one or more of the Subsidiaries, divisions, departments,
regions, functions or other organizational units within the Company or its Subsidiaries.


 


(r)            Market
Value per Share” means, as of any particular date, the closing price of a share of Common Stock as reported for that
date on the New York Stock Exchange or, if the shares of Common Stock are not then listed on the New York Stock Exchange, on any
other national securities exchange on which the shares of Common Stock are listed, or if there are no sales on such date, on the
next preceding trading day during which a sale occurred. If there is no regular public trading market for the shares of Common
Stock, then the Market Value per Share shall be the fair market value as determined in good faith by the Committee.


 


(s)            “Nonstatutory
Stock Option” means an Option Right that does not qualify as an Incentive Stock Option.


 






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(t)            “Optionee”
means the optionee named in an Evidence of Award evidencing an outstanding Option Right.


 


(u)            “Option
Price” means the purchase price payable on exercise of an Option Right.


 


(v)            '“Option
Right” means the right to purchase shares of Common Stock upon exercise of an award granted pursuant to Section 6
of this Plan.


 


(w)            ““Participant”
means a person who is selected by the Committee to receive benefits under this Plan and who is at the time (i) an officer
or other key employee of the Company or any Subsidiary, including a person who has agreed to commence serving in such capacity
within 90 days of the Date of Grant, (ii) a person who provides services to the Company or any Subsidiary that are equivalent
to those typically provided by an employee (provided that such person satisfies the Form S-8 definition of an “employee”),
or (iii) a non-employee Director.


 


(x)            “Performance
Period” means, in respect of a Cash Incentive Award, Performance Share or Performance Unit, a period of time established
pursuant to Section 8 of this Plan within which the Management Objectives relating to such Cash Incentive Award, Performance
Share or Performance Unit are to be achieved.


 


(y)            “Performance
Share” means a bookkeeping entry that records the equivalent of one share of Common Stock awarded pursuant to Section 8
of this Plan.


 


(z)            “Performance
Unit” means a bookkeeping entry awarded pursuant to Section 8 of this Plan that records a unit equivalent
to $1.00 or such other value as is determined by the Committee.


 


(aa)         “Person”
means any individual, entity, or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange
Act).


 


(bb)        “Plan”
means this FTS International, Inc. 2020 Equity and Incentive Compensation Plan, as amended from time to time.


 


(cc)         “Restricted
Stock” means shares of Common Stock granted or sold pursuant to Section 5 of this Plan as to which neither
the substantial risk of forfeiture nor the prohibition on transfers has expired.


 


(dd)         “Restricted
Stock Unit” means an award made pursuant to Section 4 of this Plan of the right to receive shares of Common
Stock, cash or a combination thereof at the end of a specified period.


 


(ee)          “Restriction
Period” means the period of time during which Restricted Stock Units are subject to restrictions, as provided in Section 4
of this Plan.


 






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(ff)           “Spread”
means the excess of the Market Value per Share on the date when an Option Right or Appreciation Right is exercised over the
Option Price or Base Price provided for in the related Option Right or Appreciation Right, respectively.


 


(gg)         “Stockholder”
means an individual or entity that owns one or more shares of Common Stock.


 


(hh)         “Subsidiary”
means a corporation, company or other entity (i) more than 50 percent of whose outstanding shares or securities (representing
the right to vote for the election of directors or other managing authority) are, or (ii) which does not have outstanding
shares or securities (as may be the case in a partnership, joint venture, limited liability company, unincorporated association
or other similar entity), but more than 50 percent of whose ownership interest representing the right generally to make decisions
for such other entity is, now or hereafter, owned or controlled, directly or indirectly, by the Company; provided, however,
that for purposes of determining whether any person may be a Participant for purposes of any grant of Incentive Stock Options,
 “Subsidiary” means any corporation in which at the time the Company owns or controls, directly or indirectly, more
than 50 percent of the total combined Voting Power represented by all classes of stock issued by such corporation.


 


(ii)            “Voting
Power” means, at any time, the combined voting power of the then-outstanding securities entitled to vote generally in
the election of Directors in the case of the Company, or members of the board of directors or similar body in the case of another
entity.


 


3.            Shares
Available Under the Plan.


 


(a)           Maximum
Shares Available Under Plan.


 


(i)            Subject
to adjustment as provided in Section 11 of this Plan and the share counting rules set forth in Section 3(b) of
this Plan, the number of shares of Common Stock available under the Plan for awards of Restricted Stock Units, (B) Restricted
Stock, (C) Option Rights or Appreciation Rights, (D) Performance Shares or Performance Units, (E) awards contemplated
by Section 9 of this Plan, or (F) dividend equivalents paid with respect to awards made under the Plan will not
exceed 2,160,492 shares of Common Stock (the “Plan Reserve”). Such shares may be shares of original issuance or treasury
shares or a combination of the foregoing.


 


(ii)            The
aggregate number of shares of Common Stock available under Section 3(a)(1) of this Plan will be reduced by one
share of Common Stock for every one share of Common Stock subject to an award granted under this Plan.


 


(b)           Share
Counting Rules.


 


(i)            Except
as provided in Section 22, if any award granted under this Plan is cancelled (other than for a cash payment) or forfeited,
or expires (in whole or in part), the shares of Common Stock subject to such award will, to the extent of such cancellation, forfeiture,
expiration, or cash settlement, again be available under Section 3(a) above. Awards settled for or in cash will
not again be available under Section 3(a) above.


 






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(ii)            Except
as provided in Section 22: (A) shares of Common Stock withheld by the Company, tendered or otherwise used in payment
of the Option Price of an Option Right will be added (or added back, as applicable) to the aggregate number of shares of Common
Stock available under Section 3(a)(i) above and (B) shares of Common Stock subject to an Appreciation Right
that are not actually issued in connection with the settlement of such Appreciation Right on the exercise thereof, will be added
to the aggregate number of shares of Common Stock available under Section 3(a)(i) above.


 


(iii)            Notwithstanding
anything to the contrary contained herein, (A) shares of Common Stock reacquired by the Company on the open market or otherwise
using cash proceeds from the exercise of Option Rights will not be added to the aggregate number of shares of Common Stock available
under Section 3(a)(i) above and (B) shares of Common Stock withheld by the Company, tendered or otherwise
used to satisfy a tax withholding obligation will not be added back to the aggregate number of shares of Common Stock available
under Section 3(a)(i) above.


 


(iv)            If,
under this Plan, a Participant has elected to give up the right to receive compensation in exchange for shares of Common Stock
based on fair market value, such shares of Common Stock will not count against the aggregate limit under Section 3(a)(i) above
but only to the extent the compensation exchanged for such right was payable in shares of Common Stock that had already reduced
the Plan Reserve.


 


(c)            Initial
Grant and Future Grants. Notwithstanding anything to the contrary contained herein, no less than 1,080,246 shares of Common
Stock of the Plan Reserve shall be granted in the form of Restricted Stock Units, Performance Stock Units or Option Rights upon
the Effective Date, in the amounts and to the individuals listed on Exhibit A (the “Emergence Awards”). The Emergence
Awards shall be granted in accordance with the form of Emergence Restricted Stock Unit Award Agreement attached hereto on Exhibit B,
the form of Emergence Performance Stock Unit Award Agreement attached hereto on Exhibit C, and the form of Emergence Option
Right Award Agreement attached hereto on Exhibit D. The portion of the Plan Reserve that does not constitute the Emergence
Awards, plus any Awards granted pursuant to the Plan Reserve that have been forfeited or cancelled for no value before vesting
or exercise, may be granted on terms and conditions, and at such times, as determined by the Committee in its discretion following
the Effective Date.


 


(d)            Limit
on Incentive Stock Options. Notwithstanding anything in this Section 3 or elsewhere in this Plan to the contrary,
and subject to adjustment as provided in Section 11 of this Plan, the aggregate number of shares of Common Stock actually
issued or transferred by the Company upon the exercise of Incentive Stock Options will not exceed 2,160,492 shares of Common Stock.
If the aggregate fair market value (determined as of the time of grant) of the Common Stock with respect to which Incentive Stock
Options are exercisable for the first time by an eligible Participant during any fiscal year (under all such plans of the Company
and of any Subsidiary or parent corporation of the Company) exceeds $100,000 (or such other limit established in the Code), the
portion of the Incentive Stock Options that exceeds such limit (according to the order in which they were granted) will be treated
as Nonstatutory Stock Options.


 






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(e)            Non-Employee
Director Limits. Notwithstanding anything in this Section 3 or elsewhere in this Plan to the contrary, and subject
to adjustment as provided in Section 11 of this Plan, no non-employee Director will be granted, in any period of one
calendar year, awards under the Plan having an aggregate maximum value at the Date of Grant (calculating the value of any such
awards based on the grant date fair value for financial reporting purposes), taken together with any cash fees payable to such
non-employee Director during the fiscal year, in excess of $750,000.


 


4.            Restricted
Stock Units. The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the granting
or sale of Restricted Stock Units to Participants. Each such grant or sale may utilize any or all of the authorizations, and will
be subject to all of the requirements, contained in the following provisions:


 


(a)            Each
such grant or sale will constitute the agreement by the Company to deliver shares of Common Stock or cash, or a combination thereof,
to the Participant in the future in consideration of the performance of services, but subject to the fulfillment of such conditions
(which may include the achievement of Management Objectives) during the Restriction Period as the Committee may specify.


 


(b)            Each
such grant or sale may be made without additional consideration or in consideration of a payment by such Participant that is less
than or equal to the Market Value per Share at the Date of Grant.


 


(c)            Notwithstanding
anything to the contrary contained in this Plan, any grant or sale of Restricted Stock Units may provide for the earlier lapse
or other modification of the Restriction Period, including, but not limited to, in the event of the retirement, death or disability
of a Participant or in the event of a Change in Control.


 


(d)            During
the Restriction Period, the Participant will have no right to transfer any rights under his or her award and will have no rights
of ownership in the shares of Common Stock deliverable upon payment of the Restricted Stock Units and will have no right to vote
them, but the Committee may, at or after the Date of Grant, authorize the payment of dividend equivalents on such Restricted Stock
Units on either a current or deferred or contingent basis, either in cash or in additional shares of Common Stock; provided, however,
that dividend equivalents or other distributions on shares of Common Stock underlying Restricted Stock Units with restrictions
that lapse as a result of the achievement of Management Objectives will be deferred until and paid contingent upon the achievement
of the applicable Management Objectives.


 






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(e)            Each
grant or sale of Restricted Stock Units will specify the time and manner of payment of the Restricted Stock Units that have been
earned. Each grant or sale will specify that the amount payable with respect thereto will be paid by the Company in shares of Common
Stock or cash, or a combination thereof.


 


(f)            Each
grant or sale of Restricted Stock Units will be evidenced by an Evidence of Award. Each Evidence of Award will be subject to this
Plan and will contain such terms and provisions, consistent with this Plan, as the Committee may approve.


 


5.            Restricted
Stock. The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the grant or
sale of Restricted Stock to Participants. Each such grant or sale may utilize any or all of the authorizations, and will be subject
to all of the requirements, contained in the following provisions:


 


(a)            Each
such grant or sale will constitute an immediate transfer of the ownership of shares of Common Stock to the Participant in consideration
of the performance of services, entitling such Participant to voting, dividend and other ownership rights, but subject to the substantial
risk of forfeiture and restrictions on transfer hereinafter referred to.


 


(b)            Each
such grant or sale may be made without additional consideration or in consideration of a payment by such Participant that is less
than or equal to the Market Value per Share at the Date of Grant.


 


(c)            Each
such grant or sale will provide that the Restricted Stock covered by such grant or sale will be subject to a “substantial
risk of forfeiture” within the meaning of Section 83 of the Code for a period to be determined by the Committee at the
Date of Grant or until achievement of Management Objectives.


 


(d)            Each
such grant or sale will provide that during or after the period for which such substantial risk of forfeiture is to continue, the
transferability of the Restricted Stock will be prohibited or restricted in the manner and to the extent prescribed by the Committee
at the Date of Grant (which restrictions may include, without limitation, rights of repurchase or first refusal in the Company
or provisions subjecting the Restricted Stock to a continuing substantial risk of forfeiture in the hands of any transferee).


 


(e)            Notwithstanding
anything to the contrary contained in this Plan, any grant or sale of Restricted Stock may provide for the earlier termination
of restrictions on such Restricted Stock, including, but not limited to, in the event of the retirement, death or disability of
a Participant or in the event of a Change in Control.


 


(f)            Any
such grant or sale of Restricted Stock may require that any or all dividends or other distributions paid thereon during the period
of such restrictions be automatically deferred and/or reinvested in additional Restricted Stock, which may be subject to the same
restrictions as the underlying award; provided, however, that dividends or other distributions on Restricted Stock with restrictions
that lapse as a result of the achievement of Management Objectives will be deferred until and paid contingent upon the achievement
of the applicable Management Objectives.


 






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(g)            Each
grant or sale of Restricted Stock will be evidenced by an Evidence of Award. Each Evidence of Award will be subject to this Plan
and will contain such terms and provisions, consistent with this Plan, as the Committee may approve. Unless otherwise directed
by the Committee, (i) all certificates representing Restricted Stock will be held in custody by the Company until all restrictions
thereon will have lapsed, together with a stock power or powers executed by the Participant in whose name such certificates are
registered, endorsed in blank and covering such shares or (ii) all Restricted Stock will be held at the Company’s transfer
agent in book entry form with appropriate restrictions relating to the transfer of such Restricted Stock.


 


6.            Option
Rights. The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the granting
to Participants of Option Rights. Each such grant may utilize any or all of the authorizations, and will be subject to all of the
requirements, contained in the following provisions:


 


(a)            Each
grant will specify the number of shares of Common Stock to which it pertains subject to the limitations set forth in Section 3
of this Plan.


 


(b)            Each
grant will specify an Option Price per share, which (except with respect to awards under Section 22 of this Plan) may not
be less than the Market Value per Share on the Date of Grant.


 


(c)            Each
grant will specify whether the Option Price will be payable (i) in cash or by check acceptable to the Company or by wire transfer
of immediately available funds, (ii) by the actual or constructive transfer to the Company of shares of Common Stock owned
by the Optionee having a value at the time of exercise equal to the total Option Price, subject to any conditions or limitations
established by the Committee, by the Company’s withholding of shares of Common Stock otherwise issuable upon exercise of
an Option Right pursuant to a “net exercise” arrangement (it being understood that, solely for purposes of determining
the number of treasury shares held by the Company, the shares of Common Stock so withheld will not be treated as issued and acquired
by the Company upon such exercise), (iv) by a combination of such methods of payment, or (v) by such other methods as
may be approved by the Committee.


 


(d)            To
the extent permitted by law, any grant may provide for deferred payment of the Option Price from the proceeds of sale through a
bank or broker on a date satisfactory to the Company of some or all of the shares to which such exercise relates.


 


(e)            Successive
grants may be made to the same Participant whether or not any Option Rights previously granted to such Participant remain unexercised.


 


(f)            Each
grant will specify the period or periods of continuous service by the Optionee with the Company or any Subsidiary that is necessary
before the Option Rights or installments thereof will become exercisable. A grant of Option Rights may provide for the earlier
exercise of such Option Rights, including, but not limited to, in the event of the retirement, death or disability of a Participant
or in the event of a Change in Control.


 






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(g)            Any
grant of Option Rights may specify Management Objectives that must be achieved as a condition to the exercise of such rights.


 


(h)            Option
Rights granted under this Plan may be (i) options, including, without limitation, Incentive Stock Options, that are intended
to qualify under particular provisions of the Code, (ii) options that are not intended to so qualify, or combinations
of the foregoing. Incentive Stock Options may only be granted to Participants who meet the definition of “employees”
under Section 3401(c) of the Code.





 


(i)            No
Option Right will be exercisable more than 10 years from the Date of Grant. The Committee may provide in any Evidence of Award
for the automatic exercise of an Option Right upon such terms and conditions as established by the Committee.


 


(j)            Option
Rights granted under this Plan may not provide for any dividends or dividend equivalents thereon.


 


(k)            Each
grant of Option Rights will be evidenced by an Evidence of Award. Each Evidence of Award will be subject to this Plan and will
contain such terms and provisions, consistent with this Plan, as the Committee may approve.


 


7.            Appreciation
Rights.


 


(a)            The
Committee may, from time to time and upon such terms and conditions as it may determine, authorize the granting to any Participant
of Appreciation Rights. An Appreciation Right will be a right of the Participant to receive from the Company an amount determined
by the Committee, which will be expressed as a percentage of the Spread (not exceeding 100 percent) at the time of exercise.


 


(b)            Each
grant of Appreciation Rights may utilize any or all of the authorizations, and will be subject to all of the requirements, contained
in the following provisions:


 


(i)             Each
grant may specify that the amount payable on exercise of an Appreciation Right will be paid by the Company in cash, shares of Common
Stock or any combination thereof.


 


(ii)            Any
grant may specify that the amount payable on exercise of an Appreciation Right may not exceed a maximum specified by the Committee
at the Date of Grant.


 


(iii)           Any
grant may specify waiting periods before exercise and permissible exercise dates or periods.


 


(iv)           Each
grant will specify the period or periods of continuous service by the Participant with the Company or any Subsidiary that is necessary
before the Appreciation Rights or installments thereof will become exercisable. A grant of Appreciation Rights may provide for
the earlier exercise of such Appreciation Rights, including, but not limited to, in the event of the retirement, death or disability
of a Participant or in the event of a Change in Control.


 






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(v)            Any
grant of Appreciation Rights may specify Management Objectives that must be achieved as a condition of the exercise of such Appreciation
Rights.


 


(vi)           Appreciation
Rights granted under this Plan may not provide for any dividends or dividend equivalents thereon.


 


(vii)          Successive
grants of Appreciation Rights may be made to the same Participant regardless of whether any Appreciation Rights previously granted
to the Participant remain unexercised.


 


(viii)         Each
grant of Appreciation Rights will be evidenced by an Evidence of Award. Each Evidence of Award will be subject to this Plan and
will contain such terms and provisions, consistent with this Plan, as the Committee may approve.


 


(c)            Also,
regarding Appreciation Rights:


 


(i)             Each
grant will specify in respect of each Appreciation Right a Base Price, which (except with respect to awards under Section 22
of this Plan) may not be less than the Market Value per Share on the Date of Grant; and


 


(ii)            No
Appreciation Right granted under this Plan may be exercised more than 10 years from the Date of Grant. The Committee may provide
in any Evidence of Award for the automatic exercise of an Appreciation Right upon such terms and conditions as established by the
Committee.


 


8.            Cash
Incentive Awards, Performance Shares and Performance Units. The Committee may, from time to time and upon such terms and conditions
as it may determine, authorize the granting of Cash Incentive Awards, Performance Shares and Performance Units. Each such grant
may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions:


 


(a)            Each
grant will specify the number or amount of Performance Shares or Performance Units, or amount payable with respect to Cash Incentive
Awards, to which it pertains, which number or amount may be subject to adjustment to reflect changes in compensation or other factors.


 


(b)            The
Performance Period with respect to each Cash Incentive Award, Performance Share or Performance Unit will be such period of time
as will be determined by the Committee at the time of grant, which may be subject to earlier lapse or other modification, including,
but not limited to, in the event of the retirement, death or disability of a Participant or in the event of a Change in Control.


 






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(c)            Each
grant of Cash Incentive Awards, Performance Shares or Performance Units will specify Management Objectives which, if achieved,
will result in payment or early payment of the award, and each grant may specify in respect of such specified Management Objectives
a minimum acceptable level or levels of achievement and may set forth a formula for determining the number of Performance Shares
or Performance Units, or amount payable with respect to Cash Incentive Awards, that will be earned if performance is at or above
the minimum or threshold level or levels, or is at or above the target level or levels, but falls short of maximum achievement
of the specified Management Objectives.


 


(d)            Each
grant will specify the time and manner of payment of Cash Incentive Awards, Performance Shares or Performance Units that have been
earned. Any grant may specify that the amount payable with respect thereto may be paid by the Company in cash, in shares of Common
Stock, in Restricted Stock Units or Restricted Stock or in any combination thereof.


 


(e)            Any
grant of Cash Incentive Awards, Performance Shares or Performance Units may specify that the amount payable or the number of shares
of Common Stock, Restricted Stock Units or Restricted Stock payable with respect thereto may not exceed a maximum specified by
the Committee at the Date of Grant.


 


(f)            The
Committee may, at the Date of Grant of Performance Shares, provide for the payment of dividend equivalents to the holder thereof
either in cash or in additional shares of Common Stock, subject in all cases to deferral and payment on a contingent basis based
on the Participant’s earning of the Performance Shares with respect to which such dividend equivalents are paid.


 


(g)            Each
grant of Cash Incentive Awards, Performance Shares or Performance Units will be evidenced by an Evidence of Award. Each Evidence
of Award will be subject to this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee may
approve.


 


9.            Other
Awards.


 


(a)            Subject
to applicable law and the applicable limits set forth in Section 3 of this Plan, the Committee may grant to any Participant
shares of Common Stock or such other awards that may be denominated or payable in, valued in whole or in part by reference to,
or otherwise based on, or related to, shares of Common Stock or factors that may influence the value of such shares, including,
without limitation, convertible or exchangeable debt securities, other rights convertible or exchangeable into shares of Common
Stock, purchase rights for shares of Common Stock, awards with value and payment contingent upon performance of the Company or
specified Subsidiaries, Affiliates or other business units thereof or any other factors designated by the Committee, and awards
valued by reference to the book value of the shares of Common Stock or the value of securities of, or the performance of specified
Subsidiaries or Affiliates or other business units of the Company. The Committee will determine the terms and conditions of such
awards. Shares of Common Stock delivered pursuant to an award in the nature of a purchase right granted under this Section 9
will be purchased for such consideration, paid for at such time, by such methods, and in such forms, including, without limitation,
shares of Common Stock, other awards, notes or other property, as the Committee determines.


 






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(b)            Cash
awards, as an element of or supplement to any other award granted under this Plan, may also be granted pursuant to this Section 9.


 


(c)            The
Committee may grant shares of Common Stock as a bonus, or may grant other awards in lieu of obligations of the Company or a Subsidiary
to pay cash or deliver other property under this Plan or under other plans or compensatory arrangements, subject to such terms
as will be determined by the Committee in a manner that complies with Section 409A of the Code.


 


(d)            Notwithstanding
anything to the contrary contained in this Plan, any grant of an award under this Section 9 may provide for the earning or
vesting of, or earlier elimination of restrictions applicable to, such award, including, but not limited to, in the event of the
retirement, death or disability of a Participant or in the event of a Change in Control.


 


(e)            The
Committee may, at or after the Date of Grant, authorize the payment of dividends or dividend equivalents on awards granted under
this Section 9 on a deferred and contingent basis, either in cash or in additional shares of Common Stock; provided, however,
that dividend equivalents or other distributions on shares of Common Stock underlying awards granted under this Section 9
will be deferred until and paid contingent upon the earning of such awards.


 


10.           Administration
of this Plan.


 


(a)            This
Plan will be administered by the Committee. The Committee may from time to time delegate all or any part of its authority under
this Plan to a subcommittee thereof. To the extent of any such delegation, references in this Plan to the Committee will be deemed
to be references to such subcommittee.


 


(b)            The
interpretation and construction by the Committee of any provision of this Plan or of any Evidence of Award (or related documents)
and any determination by the Committee pursuant to any provision of this Plan or of any such agreement, notification or document
will be final and conclusive. No member of the Committee shall be liable for any such action or determination made in good faith.
In addition, the Committee is authorized to take any action it determines in its sole discretion to be appropriate subject only
to the express limitations contained in this Plan, and no authorization in any Plan Section or other provision of this Plan
is intended or may be deemed to constitute a limitation on the authority of the Committee.


 


(c)            To
the extent permitted by law, the Committee may delegate to one or more of its members or to one or more officers of the Company,
or to one or more agents or advisors, such administrative duties or powers as it may deem advisable, and the Committee, the subcommittee,
or any person to whom duties or powers have been delegated as aforesaid, may employ one or more persons to render advice with respect
to any responsibility the Committee, the subcommittee or such person may have under the Plan. The Committee may, by resolution,
authorize one or more officers of the Company to do one or both of the following on the same basis as the Committee: (i) designate
employees to be recipients of awards under this Plan; and (ii) determine the size of any such awards; provided, however, that
(A) the Committee will not delegate such responsibilities to any such officer for awards granted to an employee who is an
officer, Director, or more than 10% “beneficial owner” (as such term is defined in Rule 13-d promulgated under
the Exchange Act) of any class of the Company’s equity securities that is registered pursuant to Section 12 of the Exchange
Act, as determined by the Committee in accordance with Section 16 of the Exchange Act; (B) the resolution providing for
such authorization shall set forth the total number of shares of Common Stock such officer(s) may grant; and (C) the
officer(s) will report periodically to the Committee regarding the nature and scope of the awards granted pursuant to the
authority delegated.


 






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(d)            Notwithstanding
anything to the contrary in this Plan, the terms, conditions and allocations of the Emergence Awards are set forth in Exhibit A,
Exhibit B, Exhibit C, and Exhibit D, and such Emergence Awards shall be made on the Effective Date without any further
action of the Company or the Committee required.


 


11.            Adjustments.
The Committee shall make or provide for such adjustments in the numbers of shares of Common Stock covered by outstanding Restricted
Stock Units, Restricted Stock, Option Rights, Appreciation Rights, Performance Shares and Performance Units granted hereunder and,
if applicable, in the number of shares of Common Stock covered by other awards granted pursuant to Section 9 hereof, in the
Option Price and Base Price provided in outstanding Option Rights and Appreciation Rights, respectively, in the kind of shares
covered thereby, in Cash Incentive Awards, and in other award terms, as the Committee, in its sole discretion, exercised in good
faith, determines is equitably required to prevent dilution or enlargement of the rights of Participants that otherwise would result
from (a) any extraordinary cash dividend, stock dividend, stock split, combination of shares, recapitalization or other change
in the capital structure of the Company, (b) any merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization,
partial or complete liquidation or other distribution of assets, issuance of rights or warrants to purchase securities, or (c) any
other corporate transaction or event having an effect similar to any of the foregoing. Moreover, in the event of any such transaction
or event or in the event of a Change in Control, the Committee may provide in substitution for any or all outstanding awards under
this Plan such alternative consideration (including cash), if any, as it, in good faith, may determine to be equitable in the circumstances
and shall require in connection therewith the surrender of all awards so replaced in a manner that complies with Section 409A
of the Code. In addition, for each Option Right or Appreciation Right with an Option Price or Base Price, respectively, greater
than the consideration offered in connection with any such transaction or event or Change in Control, the Committee may in its
discretion elect to cancel such Option Right or Appreciation Right without any payment to the Person holding such Option Right
or Appreciation Right. The Committee shall also make or provide for such adjustments in the number of shares of Common Stock specified
in Section 3 of this Plan as the Committee in its sole discretion, exercised in good faith, determines is appropriate to reflect
any transaction or event described in this Section 11; provided, however, that any such adjustment to the number specified
in Section 3(c) will be made only if and to the extent that such adjustment would not cause any Option Right intended
to qualify as an Incentive Stock Option to fail to so qualify.


 






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12.            Change
in Control. For purposes of this Plan, except as may be otherwise prescribed by the Committee in an Evidence of Award made
under this Plan, a “Change in Control” will be deemed to have occurred upon the occurrence of any of the following
events:


 


(a)            any
Person is or becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act), directly
or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired
directly from the Company or its affiliates) representing 35% or more of the combined voting power of the Company’s then
outstanding securities, excluding any Person who becomes such a beneficial owner in connection with a transaction described in
clause (i) of Section 12(c) of this Plan; provided, however, that the event described in this Section 12(a) will
not be deemed to be a Change in Control by virtue of the ownership, or acquisition, of securities of the Company: (i) by the
Company, (ii) by any employee benefit plan (or related trust) sponsored or maintained by the Company or (iii) by any
underwriter temporarily holding securities pursuant to an offering of such securities;


 


(b)            the
following individuals cease for any reason to constitute a majority of the number of Directors then serving on the Board: individuals
who, on the Effective Date, constitute the Board and any new Director (other than a Director whose initial assumption of office
is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to
the election of Directors) whose appointment or election by the Board or nomination for election by the Stockholders 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 on the Effective
Date or whose appointment, election or nomination for election was previously so approved or recommended (the “Incumbent
Board"); provided, however, that no individual shall be considered a member of the Incumbent Board if such individual initially
assumed office as a result of either an actual or threatened election contest (an “Election Contest”) or other actual
or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board (a “Proxy Contest”),
including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest;


 


(c)            there
is consummated a merger, consolidation, wind-up, reorganization or restructuring of the Company with or into any other entity,
or a similar event or series of such events, other than (i) any such event or series of events which results in (A) the
voting securities of the Company outstanding immediately prior to such event or series of events continuing to represent (either
by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), in combination
with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any subsidiary
of the Company, at least 51% of the combined voting power of the securities of the Company or such surviving entity or any parent
thereof outstanding immediately after such merger or consolidation and individuals who comprise the Board immediately prior thereto
constituting immediately thereafter at least a majority of the board of directors of the Company, the entity surviving such merger
or consolidation or, if the Company or the entity surviving such merger is then a subsidiary, the ultimate parent thereof, or (ii) any
such event or series of events effected to implement a recapitalization of the Company (or similar transaction) in which no Person
is or becomes the beneficial owner, directly or indirectly, of securities of the Company (not including in the securities beneficially
owned by such Person any securities acquired directly from the Company or its affiliates) representing 35% or more of the combined
voting power of the Company’s then outstanding securities; or


 






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(d)            there
is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets
(it being conclusively presumed that any sale or disposition is a sale or disposition by the Company of all or substantially all
of its assets if the consummation of the sale or disposition is contingent upon approval by the Stockholders unless the Board expressly
determines in writing that such approval is required solely by reason of any relationship between the Company and any other Person
or an affiliate of the Company and any other Person), other than a sale or disposition by the Company of all or substantially all
of the Company’s assets to an entity (i) at least 51% of the combined voting power of the voting securities of which
are owned by Stockholders in substantially the same proportions as their ownership of the Company immediately prior to such sale
or disposition and (ii) the majority of whose board of directors immediately following such sale or disposition consists of
individuals who comprise the Board immediately prior thereto.





 


Notwithstanding the
foregoing, a Change in Control will not be deemed to occur solely because any Person acquires beneficial ownership securities of
the Company representing 35% or more of the combined voting power of the Company’s then outstanding securities as a result
of the acquisition of securities of the Company by the Company which reduces the number of securities of the Company outstanding;
provided that if after such acquisition by the Company such Person becomes the beneficial owner of additional securities of the
Company that increases the percentage of combined voting power of the Company’s then outstanding securities beneficially
owned by such person, a Change in Control will then occur. In no event will a Change in Control be deemed to have occurred as a
result of the acquisition of any shares of Common Stock or other securities of the Company by any Person who is part of a “group”
(as of the Effective Date) within the meaning of Section 13(d)(3) of the Exchange Act from any other member of such group.
For the avoidance of doubt, the 2020 restructuring and recapitalization under chapter 11 of title 11 of the United States Code
of the Company shall not constitute a Change in Control.


 


13.            Detrimental
Activity and Recapture Provisions. Any Evidence of Award may provide for the cancellation or forfeiture of an award or the
forfeiture and repayment to the Company of any gain related to an award, or other provisions intended to have a similar effect,
upon such terms and conditions as may be determined by the Committee from time to time, if a Participant, either (a) during
employment or other service with the Company or a Subsidiary, or (b) within a specified period after termination of such employment
or service, engages in any detrimental activity or otherwise violates any clawback policy of the Company, as in effect from time
to time. In addition, notwithstanding anything in this Plan to the contrary, any Evidence of Award will be subject to cancellation
or forfeiture of an award or the forfeiture and repayment to the Company of any gain related to an award, or other provisions intended
to have a similar effect, upon such terms and conditions as may be required by the Committee or under Section 10D of the Exchange
Act and any applicable rules or regulations promulgated by the Securities and Exchange Commission or any national securities
exchange or national securities association on which the shares of Common Stock may be traded.


 






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14.            Non
U.S. Participants. In order to facilitate the making of any grant or combination of grants under this Plan, the Committee may
provide for such special terms for awards to Participants who are foreign nationals or who are employed by the Company or any Subsidiary
outside of the United States of America or who provide services to the Company or any Subsidiary under an agreement with a foreign
nation or agency, as the Committee may consider necessary or appropriate to accommodate differences in local law, tax policy or
custom. Moreover, the Committee may approve such supplements to or amendments, restatements or alternative versions of this Plan
(including, without limitation, sub-plans) as it may consider necessary or appropriate for such purposes, without thereby affecting
the terms of this Plan as in effect for any other purpose, and the secretary or other appropriate officer of the Company may certify
any such document as having been approved and adopted in the same manner as this Plan. No such special terms, supplements, amendments
or restatements, however, will include any provisions that are inconsistent with the terms of this Plan as then in effect unless
this Plan could have been amended to eliminate such inconsistency without further approval by the Stockholders.





 


15.           Transferability.


 


(a)            Except
as otherwise determined by the Committee, no Restricted Stock Unit, Restricted Stock, Option Right, Appreciation Right, Cash Incentive
Award, Performance Share, Performance Unit, award contemplated by Section 9 of this Plan or dividend equivalents paid with
respect to awards made under this Plan will be transferable by the Participant except (i) if it is made by the Participant
for no consideration to Immediate Family Members or to a bona fide trust, partnership or other entity controlled by and for the
benefit of one or more Immediate Family Members ("Immediate Family Members” mean the Participant’s spouse, children,
stepchildren, parents, stepparents, siblings (including half brothers and sisters), in-laws, and other individuals who have a relationship
to the Participant arising because of legal adoption; however, no transfer may be made to the extent that transferability would
cause Form S-8 or any successor form thereto not to be able to register shares of Common Stock related to an award) or (ii) by
will or the laws of descent and distribution. In no event will any such award granted under the Plan be transferred for value.
Except as otherwise determined by the Committee, Option Rights and Appreciation Rights will be exercisable during the Participant’s
lifetime only by him or her or, in the event of the Participant’s legal incapacity to do so, by his or her guardian or legal
representative acting on behalf of the Participant in a fiduciary capacity under state law or court supervision.


 


(b)            The
Committee may specify at the Date of Grant that part or all of the shares of Common Stock that are (i) to be issued or transferred
by the Company upon the exercise of Option Rights or Appreciation Rights, upon the termination of the Restriction Period applicable
to Restricted Stock Units or upon payment under any grant of Performance Shares or Performance Units or (ii) no longer subject
to the substantial risk of forfeiture and restrictions on transfer referred to in Section 5 of this Plan, will be subject
to further restrictions on transfer.


 






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16.            Withholding
Taxes. To the extent that the Company is required to withhold federal, state, local or foreign taxes or other amounts in connection
with any payment made or benefit realized by a Participant or other Person under this Plan, and the amounts available to the Company
for such withholding are insufficient, it will be a condition to the receipt of such payment or the realization of such benefit
that the Participant or such other Person make arrangements satisfactory to the Company for payment of the balance of such taxes
or other amounts required to be withheld, which arrangements (in the discretion of the Committee) may include relinquishment of
a portion of such benefit. If a Participant’s benefit is to be received in the form of shares of Common Stock, the Committee
may provide, in its discretion for the withholding of shares of Common Stock having a value equal to the amount required to be
withheld. Notwithstanding the foregoing, when a Participant is required to pay the Company an amount required to be withheld under
applicable income, employment, tax or other laws, the Participant may elect, if permitted by the Committee in its discretion, to
satisfy the obligation, in whole or in part, by having withheld, from the shares required to be delivered to the Participant, shares
of Common Stock having a value equal to the amount required to be withheld or by delivering to the Company other shares of Common
Stock held by such Participant. The shares used for tax or other withholding will be valued at an amount equal to the market value
of such shares of Common Stock on the date the benefit is to be included in Participant’s income. In no event will the market
value of the shares of Common Stock to be withheld and delivered pursuant to this Section to satisfy applicable withholding
taxes or other amounts in connection with the benefit exceed the minimum amount required to be withheld, unless (i) an additional
amount can be withheld and not result in adverse accounting consequences and (ii) is permitted by the Committee. Participants
will also make such arrangements as the Company may require for the payment of any withholding tax or other obligation that may
arise in connection with the disposition of shares of Common Stock acquired upon the exercise of Option Rights.





 


17.          Compliance
with Section 409A of the Code.


 


(a)            To
the extent applicable, it is intended that this Plan and any grants made hereunder comply with the provisions of Section 409A
of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Participants.
With respect to any award that constitutes nonqualified deferred compensation subject to Section 409A of the Code, if the
award includes a ‘series of installment payments’ (within the meaning of Section 1.409A- 2(b)(2)(iii) of
the regulations promulgated under the Code by the United States Treasury Department, as amended), the Participant’s right
to the series of installment payments will be treated as a right to a series of separate payments and not as a right to a single
payment. This Plan and any grants made hereunder will be administered in a manner consistent with this intent. Any reference in
this Plan to Section 409A of the Code will also include any regulations or any other formal guidance promulgated with respect
to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.


 






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(b)            Neither
a Participant nor any of a Participant’s creditors or beneficiaries will have the right to subject any deferred compensation
(within the meaning of Section 409A of the Code) payable under this Plan and grants hereunder to any anticipation, alienation,
sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A of the
Code, any deferred compensation (within the meaning of Section 409A of the Code) payable to a Participant or for a Participant’s
benefit under this Plan and grants hereunder may not be reduced by, or offset against, any amount owing by a Participant to the
Company or any of its Subsidiaries.


 


(c)            If,
at the time of a Participant’s separation from service (within the meaning of Section 409A of the Code), (i) the
Participant will be a specified employee (within the meaning of Section 409A of the Code and using the identification methodology
selected by the Company from time to time) and (ii) the Company makes a good faith determination that an amount payable hereunder
constitutes deferred compensation (within the meaning of Section 409A of the Code) the payment of which is required to be
delayed pursuant to the six-month delay rule set forth in Section 409A of the Code in order to avoid taxes or penalties
under Section 409A of the Code, then the Company will not pay such amount on the otherwise scheduled payment date but will
instead pay it, without interest, on or about the fifth business day of the seventh month after such separation from service.


 


(d)            Solely
with respect to any award that constitutes nonqualified deferred compensation subject to Section 409A of the Code and that
is payable on account of a Change in Control (including any installments or stream of payments that are accelerated on account
of a Change in Control), a Change in Control shall occur only if such event also constitutes a “change in the ownership,”
 “change in effective control,” and/or a “change in the ownership of a substantial portion of assets” of
the Company as those terms are defined under Treasury Regulation §1.409A-3(i)(5), but only to the extent necessary to establish
a time and form of payment that complies with Section 409A of the Code, without altering the definition of Change in Control
for any purpose in respect of such award.


 


(e)            Notwithstanding
any provision of this Plan and grants hereunder to the contrary, in light of the uncertainty with respect to the proper application
of Section 409A of the Code, the Company reserves the right to make amendments to this Plan and grants hereunder as the Company
deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A of the Code. In any case, a
Participant will be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on a Participant
or for a Participant’s account in connection with this Plan and grants hereunder (including any taxes and penalties under
Section 409A of the Code), and neither the Company nor any of its affiliates will have any obligation to indemnify or otherwise
hold a Participant harmless from any or all of such taxes or penalties.


 


18.           Amendments.


 


(a)            The
Board may at any time and from time to time amend this Plan in whole or in part; provided, however, that if an amendment to this
Plan (i) would materially increase the benefits accruing to Participants under this Plan, (ii) would materially increase
the number of securities which may be issued under this Plan, (iii) would materially modify the requirements for participation
in this Plan, or (iv) must otherwise be approved by the Stockholders in order to comply with applicable law or the rules of
the New York Stock Exchange or, if the shares of Common Stock are not traded on the New York Stock Exchange, the principal national
securities exchange upon which the shares of Common Stock are traded or quoted, then, such amendment will be subject to Stockholder
approval and will not be effective unless and until such approval has been obtained.


 






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(b)            Except
in connection with a corporate transaction or event described in Section 11 of this Plan or in connection with a Change in
Control, the terms of outstanding awards may not be amended to reduce the Option Price of outstanding Option Rights or the Base
Price of outstanding Appreciation Rights, or cancel outstanding “underwater” Option Rights or Appreciation Rights in
exchange for cash, other awards or Option Rights or Appreciation Rights with an Option Price or Base Price, as applicable, that
is less than the Option Price of the original Option Rights or Base Price of the original Appreciation Rights, as applicable, without
Stockholder approval. This Section 18(b) is intended to prohibit the repricing of “underwater” Option Rights
and Appreciation Rights and will not be construed to prohibit the adjustments provided for in Section 11 of this Plan. Notwithstanding
any provision of this Plan to the contrary, this Section 18(b) may not be amended without approval by the Stockholders.


 


(c)            If
permitted by Section 409A of the Code, but subject to the paragraph that follows, and including in the case of termination
of employment by reason of death, disability or retirement, or in the case of unforeseeable emergency or other special circumstances
or in the event of a Change in Control, to the extent a Participant holds an Option Right or Appreciation Right not immediately
exercisable in full, or any Restricted Stock as to which the substantial risk of forfeiture or the prohibition or restriction on
transfer has not lapsed, or any Restricted Stock Units as to which the Restriction Period has not been completed, or any Cash Incentive
Awards, Performance Shares or Performance Units which have not been fully earned, or any other awards made pursuant to Section 9
subject to any vesting schedule or transfer restriction, or who holds shares of Common Stock subject to any transfer restriction
imposed pursuant to Section 15(b) of this Plan, the Committee may, in its sole discretion, accelerate the time at which
such Option Right, Appreciation Right or other award may be exercised or the time at which such substantial risk of forfeiture
or prohibition or restriction on transfer will lapse or the time when such Restriction Period will end or the time at which such
Cash Incentive Awards, Performance Shares or Performance Units will be deemed to have been fully earned or the time when such transfer
restriction will terminate or may waive any other limitation or requirement under any such award.


 


(d)            Subject
to Section 18(b) hereof, the Committee may amend the terms of any award theretofore granted under this Plan prospectively
or retroactively. Subject to Section 11 above, no such amendment will adversely affect the rights of any Participant without
his or her consent. The Board may, in its discretion, terminate this Plan at any time. Termination of this Plan will not adversely
affect the rights of Participants or their successors under any awards outstanding hereunder and not exercised in full on the date
of termination.


 






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19.           Governing
Law. This Plan and all grants and awards and actions taken hereunder will be governed by and construed in accordance with the
internal substantive laws of the State of Delaware.


 


20.           Effective
Date/Termination. This Plan will be effective as of the Effective Date. No grant will be made under this Plan after the tenth
anniversary of the Effective Date, but all grants made on or prior to such date will continue in effect thereafter subject to the
terms thereof and of this Plan.


 


21.           Miscellaneous
Provisions.


 


(a)            The
Company will not be required to issue any fractional shares of Common Stock pursuant to this Plan. The Committee may provide for
the elimination of fractions or for the settlement of fractions in cash.


 


(b)            This
Plan will not confer upon any Participant any right with respect to continuance of employment or other service with the Company
or any Subsidiary, nor will it interfere in any way with any right the Company or any Subsidiary would otherwise have to terminate
such Participant’s employment or other service at any time.


 


(c)            Except
with respect to Section 21(e), to the extent that any provision of this Plan would prevent any Option Right that was intended
to qualify as an Incentive Stock Option from qualifying as such, that provision will be null and void with respect to such Option
Right. Such provision, however, will remain in effect for other Option Rights and there will be no further effect on any provision
of this Plan.


 


(d)            No
award under this Plan may be exercised by the holder thereof if such exercise, and the receipt of cash or stock thereunder, would
be, in the opinion of counsel selected by the Company, contrary to law or the regulations of any duly constituted authority having
jurisdiction over this Plan.


 


(e)            Absence
on leave approved by a duly constituted officer of the Company or any of its Subsidiaries will not be considered interruption or
termination of service of any employee for any purposes of this Plan or awards granted hereunder except, that with respect to any
senior executive of the Company, such leave must be approved by the Committee.


 


(f)            No
Participant will have any rights as a Stockholder with respect to any shares of Common Stock subject to awards granted to him or
her under this Plan prior to the date as of which he or she is actually recorded as the holder of such shares upon the stock records
of the Company.


 


(g)            The
Committee may condition the grant of any award or combination of awards authorized under this Plan on the surrender or deferral
by the Participant of his or her right to receive a cash bonus or other compensation otherwise payable by the Company or a Subsidiary
to the Participant.


 






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(h)            Except
with respect to Option Rights and Appreciation Rights, the Committee may permit Participants to elect to defer the issuance of
shares of Common Stock under the Plan pursuant to such rules, procedures or programs as it may establish for purposes of this Plan
and which are intended to comply with the requirements of Section 409A of the Code. The Committee also may provide that deferred
issuances and settlements include the payment or crediting of dividend equivalents or interest on the deferral amounts.


 


(i)            If
any provision of this Plan is or becomes invalid or unenforceable in any jurisdiction, or would disqualify this Plan or any award
under any law deemed applicable by the Committee, such provision will be construed or deemed amended or limited in scope to conform
to applicable laws or, in the discretion of the Committee, it will be stricken and the remainder of this Plan will remain in full
force and effect.





 


22.           Stock-Based
Awards in Substitution for Option Rights or Awards Granted by Other Company. Notwithstanding anything in this Plan to the contrary:


 


(a)            Awards
may be granted under this Plan in substitution for or in conversion of, or in connection with an assumption of, restricted stock
units, restricted stock, stock options, stock appreciation rights, or other stock or stock-based awards held by awardees of an
entity engaging in a corporate acquisition or merger transaction with the Company or any Subsidiary. Any conversion, substitution
or assumption will be effective as of the close of the merger or acquisition, and, to the extent applicable, will be conducted
in a manner that complies with Section 409A of the Code. The awards so granted may reflect the original terms of the awards
being assumed or substituted or converted for and need not comply with other specific terms of this Plan, and may account for shares
of Common Stock substituted for the securities covered by the original awards and the number of shares subject to the original
awards, as well as any exercise or purchase prices applicable to the original awards, adjusted to account for differences in stock
prices in connection with the transaction.


 


(b)            In
the event that a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary merges has shares
available under a pre-existing plan previously approved by stockholders and not adopted in contemplation of such acquisition or
merger, the shares available for grant pursuant to the terms of such plan (as adjusted, to the extent appropriate, to reflect such
acquisition or merger) may be used for awards made after such acquisition or merger under the Plan; provided, however, that awards
using such available shares may 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 merger, and may only be made to individuals who were not employees or directors of the Company or
any Subsidiary prior to such acquisition or merger.


 






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(c)            Any
shares of Common Stock that are issued or transferred by, or that are subject to any awards that are granted by, or become obligations
of, the Company under Sections 22(a) or 22(b) above will not reduce the shares of Common Stock available for issuance
or transfer under the Plan or otherwise count against the limits contained in Section 3 of the Plan. In addition, no shares
of Common Stock subject to an award that is granted by, or becomes an obligation, of the Company under Sections 22(a) or 22(b) above,
will be added to the aggregate limit contained in Section 3(a)(i) in the following circumstances: (i) if such award
is cancelled or forfeited, expires or is settled for cash (in whole or in part), (ii) if such shares of Common Stock are withheld
by the Company, tendered or otherwise used in payment of the Option Price of an Option or to satisfy a tax withholding obligation
with respect to any award or (iii) if such shares of Common Stock are not actually issued in connection with the settlement
of an Appreciation Right on the exercise thereof.


 






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