Exhibit 10.1


 


AUDIOEYE, INC.


2020 EQUITY INCENTIVE PLAN


 


1.            Purpose.
The purpose of the AudioEye, Inc. 2020 Equity Incentive Plan (the “Plan”) is to attract and retain the best available
personnel for positions of responsibility with the Company, to provide additional incentives to them and align their interests
with those of the Company’s stockholders, and to thereby promote the Company’s long-term business success.


 


2.            Definitions.
In this Plan, the following definitions will apply.


 


(a)            “Affiliate”
means any entity that is a Subsidiary or Parent of the Company.


 


(b)            “Award”
means a grant made under the Plan in the form of Options, Stock Appreciation Rights, Restricted Stock, Stock Units, Other Stock-Based
Awards or Cash Incentive Awards.


 


(c)            “Award
Agreement” means the written or electronic agreement, notice or other document containing the terms and conditions applicable
to each Award granted under the Plan, including all amendments thereto. An Award Agreement is subject to the terms and conditions
of the Plan.


 


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


 


(e)            “Cash
Incentive Award” means a dollar-denominated performance-based Award as described in Section 11(b).


 


(f)             “Cause”
with respect to any Participant shall have the meaning specified in the Participant’s Award Agreement. In the absence of
any definition in the Award Agreement, “Cause” shall have the equivalent meaning or the same meaning as “cause”
or “for cause” set forth in any employment, consulting, or other agreement for the performance of services between
the Participant and the Company or an Affiliate or, in the absence of any such agreement or any such definition in such agreement,
such term shall mean (i) Participant’s failure to substantially perform the fundamental duties and responsibilities associated
with Participant’s position for any reason other than a physical or mental disability, including Participant’s failure
or refusal to carry out reasonable instructions; (ii) Participant’s material breach of any material written Company policy;
(iii) Participant’s gross misconduct in the performance of Participant’s duties for the Company; (iv) Participant’s
material breach of the terms of his or her employment, consulting or other similar agreement with the Company or an Affiliate,
if any; (v) being arrested or charged with any fraudulent or felony criminal offense or any other criminal offense which reflects
adversely on the Company or reflects conduct or character that the Board reasonably concludes is inconsistent with continued employment;
or (vi) any criminal conduct that is a “statutory disqualifying event” (as defined under federal securities laws,
rules and regulations). 


 






     


     


    

 




 


(g)           “Change
in Control” means, unless otherwise defined in a then-effective written agreement (including an Award Agreement) between
a Participant and the Company or any Affiliate, one of the following:


 


(1)           An
Exchange Act Person becomes the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the
Company representing more than 80% of the combined voting power of the Company’s then outstanding Voting Securities, except
that the following will not constitute a Change in Control:


 


(A)            any
acquisition of securities of the Company by an Exchange Act Person


from the Company for the purpose of providing
financing to the Company;


 


(B)             any
formation of a Group consisting solely of beneficial owners of the Company's Voting Securities as of the effective date of this
Plan; or


 


(C)             any
repurchase or other acquisition by the Company of its Voting Securities that causes any Exchange Act Person to become the beneficial
owner of more than 80%.


 


If, however, an Exchange Act Person or
Group referenced in clause (A), (B) or (C) above acquires beneficial ownership of additional Company Voting Securities after initially
becoming the beneficial owner of more than 80% of the combined voting power of the Company’s Voting Securities by one of
the means described in those clauses, then a Change in Control will be deemed to have occurred.


 


(2)           Individuals
who are Continuing Directors cease for any reason to constitute a majority of the members of the Board.


 


(3)           A
Corporate Transaction is consummated, unless, immediately following such Corporate Transaction: (A) all or substantially all of
the individuals and entities who were the beneficial owners of the Company's Voting Securities immediately prior to such Corporate
Transaction beneficially own, directly or indirectly, more than 80% of the combined voting power of the then outstanding Voting
Securities of the surviving or acquiring entity resulting from such Corporate Transaction (including beneficial ownership through
any Parent of such entity) in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction,
of the Company's Voting Securities; (B) no Exchange Act Person beneficially owns, directly or indirectly, more than 80% of the
combined voting power of the Voting Securities of the entity resulting from such Corporate Transaction; and (C) at least a
majority of the members of the board of directors (or comparable governors) of the entity resulting from such Corporate
Transaction were Continuing Directors at the time of the initial agreement, or the action of the Board, providing for such Corporate
Transaction.


 


Notwithstanding the foregoing, to the
extent that any Award constitutes a deferral of compensation subject to Code Section 409A, and if that Award provides for a change
in the time or form of payment upon a Change in Control, then no Change in Control shall be deemed to have occurred upon an event
described in this Section 2(g) unless the event would also constitute a change in ownership or effective control of, or a change
in the ownership of a substantial portion of the assets of, the Company under Code Section 409A.


 


(h)            “Code”
means the Internal Revenue Code of 1986, as amended and in effect from time to time. For purposes of the Plan, references to sections
of the Code shall be deemed to include any applicable regulations thereunder and any successor or similar statutory provisions.


 


(i)             “Committee”
means two or more Non-Employee Directors designated by the Board to administer the Plan under Section 3, each member of which
shall be (i) an independent director within the meaning of applicable stock exchange rules and regulations and (ii) a non-employee
director within the meaning of Exchange Act Rule 16b-3.


 


(j)             “Company”
means AudioEye, Inc., a Delaware corporation, and any successor thereto.


 






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(k)          “Continuing
Director” means an individual (i) who is, as of the effective date of the Plan, a director of the Company, or (ii) who becomes
a director of the Company after the effective date hereof and whose initial election, or nomination for election by the Company’s
stockholders, was approved by at least a majority of the then Continuing Directors, but excluding, for purposes of this clause
(ii), an individual whose initial assumption of office occurs as the result of an actual or threatened proxy contest involving
the solicitation of proxies or consents by a person or Group other than the Board, or by reason of an agreement intended to avoid
or settle an actual or threatened proxy contest.


 


(l)           “Corporate
Transaction” means (i) a sale or other disposition of all or substantially all of the assets of the Company, or (ii) a merger,
consolidation, share exchange or similar transaction involving the Company, regardless of whether the Company is the surviving
entity.


 


(m)         “Disability”
means (A) any permanent and total disability under any long-term disability plan or policy of the Company or its Affiliates that
covers the Participant, or (B) if there is no such long-term disability plan or policy, “total and permanent disability”
within the meaning of Code Section 22(e)(3).


 


(n)          “Employee”
means an employee of the Company or an Affiliate.


 


(o)         “Exchange
Act” means the Securities Exchange Act of 1934, as amended and in effect from time to time.


 


(p)         “Exchange
Act Person” means any natural person, entity or Group other than (i) the Company or any Affiliate; (ii) any employee benefit
plan (or related trust) sponsored or maintained by the Company or any Affiliate; (iii) an underwriter temporarily holding securities
in connection with a registered public offering of such securities; or (iv) an entity whose Voting Securities are beneficially
owned by the beneficial owners of the Company’s Voting Securities in substantially the same proportions as their beneficial
ownership of the Company’s Voting Securities.


 


(q)         “Fair
Market Value” means the fair market value of a Share determined as follows:


 


(1)           If
the Shares are readily tradable on an established securities market (as determined under Code Section 409A), then Fair Market
Value will be the closing sales price for a Share on the principal securities market on which it trades on the date for which
it is being determined, or if no sale of Shares occurred on that date, on the next preceding date on which a sale of Shares occurred,
as reported in The Wall Street Journal or such other source as the Committee deems reliable; or


 


(2)           If
the Shares are not then readily tradable on an established securities market (as determined under Code Section 409A), then Fair
Market Value will be determined by the Committee as the result of a reasonable application of a reasonable valuation method that
satisfies the requirements of Code Section 409A.


 


(r)           “Full
Value Award” means an Award other than an Option Award, Stock Appreciation Right Award or Cash Incentive Award.


 


(s)          “Good
Reason” with respect to any Participant shall have the meaning specified in the Participant’s Award Agreement. In
the absence of any definition in the Award Agreement, “Good Reason” shall have the equivalent meaning or the same
meaning as “good reason” or “for good reason” set forth in any employment, consulting, or other agreement
for the performance of services between the Participant and the Company or an Affiliate or, in the absence of any such agreement
or any such definition in such agreement, such term shall mean (i) the assignment to the Participant of any duties inconsistent
in any material respect with the Participant’s duties or responsibilities as assigned by the Company or an Affiliate, or
any other action by the Company or an Affiliate which results in a material diminution in such duties or responsibilities, excluding
for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company
or an Affiliate promptly after receipt of notice thereof given by the Participant; or (ii) any material failure by the Company
or an Affiliate to comply with its obligations to the Participant as agreed upon, other than an isolated, insubstantial and inadvertent
failure not occurring in bad faith and which is remedied by the Company or an Affiliate promptly after receipt of notice thereof
given by the Participant. An event or action will not give the Participant grounds for Good Reason unless (A) the Participant
gives the Company written notice within 60 days after the initial existence of the event or action that the Participant intends
to resign for Good Reason due to such event or action; (B) the event or action is not reasonably cured by the Company within 30
days after the Company receives written notice from the Participant; and (C) the Participant terminates service within 30 days
after the end of the cure period.


 






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(t)             “Grant
Date” means the date on which the Committee approves the grant of an Award under the Plan, or such later date as may be
specified by the Committee on the date the Committee approves the Award.


 


(u)            “Group”
means two or more persons who act, or agree to act together, as a partnership, limited partnership, syndicate or other group for
the purpose of acquiring, holding, voting or disposing of securities of the Company.


 


(v)            “Non-Employee
Director” means a member of the Board who is not an Employee.


 


(w)           “Option”
means a right granted under the Plan to purchase a specified number of Shares at a specified price. An “Incentive Stock
Option” or “ISO” means any Option designated as such and granted in accordance with the requirements of Code
Section 422. A “Non-Qualified Stock Option” or “NQSO” means an Option other than an Incentive Stock
Option.


 


(x)            “Other
Stock-Based Award” means an Award described in Section 11(a) of this Plan.


 


(y)           “Parent”
means a “parent corporation,” as defined in Code Section 424(e).


 


(z)            “Participant”
means a Service Provider to whom a then-outstanding Award has been granted under the Plan.


 


(aa)         “Plan”
means this AudioEye, Inc. 2020 Equity Incentive Plan, as amended and in effect from time to time.


 


(bb)         “Restricted
Stock” means Shares issued to a Participant that are subject to such restrictions on transfer, vesting conditions and other
restrictions or limitations as may be set forth in this Plan and the applicable Award Agreement.


 


(cc)          “Service”
means the provision of services by a Participant to the Company or any Affiliate in any Service Provider capacity. A Service Provider’s
Service shall be deemed to have terminated either upon an actual cessation of providing services to the Company or any Affiliate
or upon the entity to which the Service Provider provides services ceasing to be an Affiliate. Except as otherwise provided in
this Plan or any Award Agreement, Service shall not be deemed terminated in the case of (i) any approved leave of absence; (ii)
transfers among the Company and any Affiliates in any Service Provider capacity; or (iii) any change in status so long as the
individual remains in the service of the Company or any Affiliate in any Service Provider capacity.


 






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(dd)          “Service
Provider” means an Employee, a Non-Employee Director, or any natural person who is a consultant or advisor, or is employed
by a consultant or advisor retained by the Company or any Affiliate, and who provides services (other than in connection with
(i) a capital-raising transaction or (ii) promoting or maintaining a market in Company securities) to the Company or any Affiliate.


 


(ee)          “Share”
means a share of Stock.


 


(ff)            “Stock”
means the common stock, $0.00001 par value per Share, of the Company.


 


(gg)          “Stock
Appreciation Right” or “SAR” means the right to receive, in cash and/or Shares as determined by the Committee,
an amount equal to the appreciation in value of a specified number of Shares between the Grant Date of the SAR and its exercise
date.


 


(hh)          “Stock
Unit” means a right to receive, in cash and/or Shares as determined by the Committee, the Fair Market Value of a Share,
subject to such restrictions on transfer, vesting conditions and other restrictions or limitations as may be set forth in this
Plan and the applicable Award Agreement.


 


(ii)            “Subsidiary”
means a “subsidiary corporation,” as defined in Code Section 424(f), of the Company.


 


(jj)            “Substitute
Award” means an Award granted upon the assumption of, or in substitution or exchange for, outstanding awards granted by
a company or other entity acquired by the Company or any Affiliate or with which the Company or any Affiliate combines. The terms
and conditions of a Substitute Award may vary from the terms and conditions set forth in the Plan to the extent that the Committee
at the time of the grant may deem appropriate to conform, in whole or in part, to the provisions of the award in substitution
for which it has been granted.


 


(kk)         “Voting
Securities” of an entity means the outstanding equity securities (or comparable equity interests) entitled to vote generally
in the election of directors of such entity.


 


3.            Administration
of the Plan.


 


(a)            Administration.
The authority to control and manage the operations and administration of the Plan shall be vested in the Committee in accordance
with this Section 3.


 


(b)            Scope
of Authority. Subject to the terms of the Plan, the Committee shall have the authority, in its discretion, to take such actions
as it deems necessary or advisable to administer the Plan, including:


 


(1)           determining
the Service Providers to whom Awards will be granted, the timing of each such Award, the type of and the number of Shares covered
by each Award, the terms, conditions, performance criteria, restrictions and other provisions of Awards, and the manner in which
Awards are paid or settled;


 






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(2)           cancelling
or suspending an Award, accelerating the vesting or extending the exercise period of an Award, or otherwise amending the terms
and conditions of any outstanding Award, subject to the requirements of Sections 15(d) and 15(e);


 


(3)           adopting
sub-plans or special provisions applicable to Awards, establishing, amending or rescinding rules to administer the Plan, interpreting
the Plan and any Award or Award Agreement, reconciling any inconsistency, correcting any defect or supplying an omission in the
Plan or any Award Agreement, and making all other determinations necessary or desirable for the administration of the Plan;


 


(4)           granting
Substitute Awards under the Plan;


 


(5)           taking
such actions as are provided in Section 3(c) with respect to Awards to foreign Service Providers; and


 


(6)           requiring
or permitting the deferral of the settlement of an Award, and establishing the terms and conditions of any such deferral.


 


Notwithstanding the foregoing, the Board
shall perform the duties and have the responsibilities of the Committee with respect to Awards made to Non-Employee Directors.


 


(c)            Awards
to Foreign Service Providers. The Committee may grant Awards to Service Providers who are foreign nationals, who are located
outside of the United States or who are not compensated from a payroll maintained in the United States, or who are otherwise subject
to (or could cause the Company to be subject to) legal or regulatory requirements of countries outside of the United States, on
such terms and conditions different from those specified in the Plan as may, in the judgment of the Committee, be necessary or
desirable to comply with applicable foreign laws and regulatory requirements and to promote achievement of the purposes of the
Plan. In connection therewith, the Committee may establish such subplans and modify exercise procedures and other Plan rules and
procedures to the extent such actions are deemed necessary or desirable, and may take any other action that it deems advisable
to obtain local regulatory approvals or to comply with any necessary local governmental regulatory exemptions.


 


(d)            Acts
of the Committee; Delegation. A majority of the members of the Committee shall constitute a quorum for any meeting of the
Committee, and any act of a majority of the members present at any meeting at which a quorum is present or any act unanimously
approved in writing by all members of the Committee shall be the act of the Committee. Any such action of the Committee shall
be valid and effective even if one or more members of the Committee at the time of such action are later determined not to have
satisfied all of the criteria for membership in clauses (i) and (ii) of Section 2(i). To the extent not inconsistent with applicable
law or stock exchange rules, the Committee may delegate all or any portion of its authority under the Plan to any one or more
of its members or, as to Awards to Participants who are not subject to Section 16 of the Exchange Act, to one or more directors
or executive officers of the Company or to a committee of the Board comprised of one or more directors of the Company. The Committee
may also delegate non-discretionary administrative responsibilities in connection with the Plan to such other persons as it deems
advisable.


 


(e)            Finality
of Decisions. The Committee’s interpretation of the Plan and of any Award or Award Agreement made under the Plan and
all related decisions or resolutions of the Board or Committee shall be final and binding on all parties with an interest therein.


 






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(f)            Indemnification.
Each person who is or has been a member of the Committee or of the Board, and any other person to whom the Committee delegates
authority under the Plan, shall be indemnified by the Company, to the maximum extent permitted by law, against liabilities and
expenses imposed upon or reasonably incurred by such person in connection with or resulting from any claims against such person
by reason of the performance of the individual's duties under the Plan. This right to indemnification is conditioned upon such
person providing the Company an opportunity, at the Company’s expense, to handle and defend the claims before such person
undertakes to handle and defend them on such person’s own behalf. The Company will not be required to indemnify any person
for any amount paid in settlement of a claim unless the Company has first consented in writing to the settlement. The foregoing
right of indemnification shall not be exclusive of any other rights of indemnification to which such person or persons may be
entitled under the Company’s Certificate of Incorporation or Bylaws, as a matter of law, or otherwise.


 


4.            Shares
Available Under the Plan.


 


(a)             Maximum
Shares Available. Subject to Section 4(b) and to adjustment as provided in Section 12(a), the number of Shares that may be
the subject of Awards and issued under the Plan shall be 1,000,000. No further awards may be made under the AudioEye, Inc. 2019
Equity Incentive Plan after the effective date of this Plan. Shares issued under the Plan may come from authorized and unissued
shares or treasury shares. In determining the number of Shares to be counted against this share reserve in connection with any
Award, the following rules shall apply:


 


(1)           Where
the number of Shares subject to an Award is variable on the Grant Date, the number of Shares to be counted against the share reserve
shall be the maximum number of Shares that could be received under that particular Award, until such time as it can be determined
that only a lesser number of shares could be received.


 


(2)           Where
two or more types of Awards are granted to a Participant in tandem with each other, such that the exercise of one type of Award
with respect to a number of Shares cancels at least an equal number of Shares of the other, the number of Shares to be counted
against the share reserve shall be the largest number of Shares that would be counted against the share reserve under either of
the Awards.


 


(3)           Shares
subject to Substitute Awards shall not be counted against the share reserve, nor shall they reduce the Shares authorized for grant
to a Participant in any calendar year.


 


(4)           Awards
that may be settled solely in cash shall not be counted against the share reserve, nor shall they reduce the Shares authorized
for grant to a Participant in any calendar year.


 


(b)           Effect
of Forfeitures and Other Actions. Any Shares subject to an Award that expires, is cancelled or forfeited or is settled for
cash shall, to the extent of such cancellation, forfeiture, expiration or cash settlement, again become available for Awards under
this Plan, and the share reserve under Section 4(a) shall be correspondingly replenished. The following Shares shall not, however,
again become available for Awards or replenish the share reserve under Section 4(a): (i) Shares tendered (either actually or by
attestation) by the Participant or withheld by the Company in payment of the exercise price of a stock option issued under this
Plan, (ii) Shares tendered (either actually or by attestation) by the Participant or withheld by the Company to satisfy any tax
withholding obligation with respect to an award under this Plan, (iii) Shares repurchased by the Company with proceeds received
from the exercise of a stock option issued under this Plan, and (iv) Shares subject to a stock appreciation right award issued
under this Plan that are not issued in connection with the stock settlement of that award upon its exercise.


 






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(c)            Effect
of Plans Operated by Acquired Companies. If 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 supplement the Share reserve under Section 4(a). 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 Non-Employee Directors
prior to such acquisition or combination.


 


(d)            No
Fractional Shares. Unless otherwise determined by the Committee, the number of Shares subject to an Award shall always be
a whole number. No fractional Shares may be issued under the Plan, but the Committee may, in its discretion, adopt any rounding
convention it deems suitable or pay cash in lieu of any fractional Share in settlement of an Award.


 


(e)            Limits
on Awards to Non-Employee Directors. The maximum number of Shares subject to Awards granted to any Non-Employee Director during
any calendar year, together with any cash fees paid to such Non-Employee Director during such calendar year, shall not exceed
a total value of $400,000 (calculating the value of any Awards based on the grant date fair value for financial reporting purposes).


 


5.            Eligibility.
Participation in the Plan is limited to Service Providers. Incentive Stock Options may only be granted to Employees.


 


6.            General
Terms of Awards.


 


(a)           Award
Agreement. Each Award shall be evidenced by an Award Agreement setting forth the amount of the Award together with such other
terms and conditions applicable to the Award (and not inconsistent with the Plan) as determined by the Committee. An Award to
a Participant may be made singly or in combination with any form of Award. Two types of Awards may be made in tandem with each
other such that the exercise of one type of Award with respect to a number of Shares reduces the number of Shares subject to the
related Award by at least an equal amount.


 


(b)           Vesting
and Term. Each Award Agreement shall set forth the period until the applicable Award is scheduled to vest and, if applicable,
expire (which shall not be more than ten years from the Grant Date), and the applicable vesting conditions and any applicable
performance period. The Committee may provide in an Award Agreement for such vesting conditions and timing as it may determine.


 


(c)            Transferability.
Except as provided in this Section 6(c), (i) during the lifetime of a Participant, only the Participant or the Participant’s
guardian or legal representative may exercise an Option or SAR, or receive payment with respect to any other Award; and (ii) no
Award may be sold, assigned, transferred, exchanged or encumbered, voluntarily or involuntarily, other than by will or the laws
of descent and distribution. Any attempted transfer in violation of this Section 6(c) shall be of no effect. The Committee
may, however, provide in an Award Agreement or otherwise that an Award (other than an Incentive Stock Option) may be transferred
pursuant to a domestic relations order or may be transferable by gift to any “family member” (as defined in General
Instruction A.1(a)(5) to Form S-8 under the Securities Act of 1933) of the Participant. Any Award held by a transferee shall continue
to be subject to the same terms and conditions that were applicable to that Award immediately before the transfer thereof. For
purposes of any provision of the Plan relating to notice to a Participant or to acceleration or termination of an Award upon the
death or termination of Service of a Participant, the references to “Participant” shall mean the original grantee
of an Award and not any transferee.


 






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(d)           Designation
of Beneficiary. Each Participant under the Plan may from time to time name any beneficiary or beneficiaries by whom any right
under the Plan is to be exercised in case of such Participant’s death. Each designation will revoke all prior designations
by the same Participant, shall be in a form reasonably prescribed by the Committee and shall be effective only when filed by the
Participant in writing with the Company during the Participant’s lifetime.


 


(e)             Termination
of Service. Unless otherwise provided in an applicable Award Agreement or another then-effective written agreement between
a Participant and the Company, and subject to Section 12 of this Plan, if a Participant’s Service with the Company and all
of its Affiliates terminates, the following provisions shall apply (in all cases subject to the scheduled expiration of an Option
or SAR Award, as applicable):


 


(1)           Upon
termination of Service for Cause, all unexercised Option and SAR Awards and all unvested portions of any other outstanding Awards
shall be immediately forfeited without consideration.


 


(2)           Upon
termination of Service for any other reason, all unvested and unexercisable portions of any outstanding Awards shall be immediately
forfeited without consideration.


 


(3)           Upon
termination of Service for any reason other than Cause, death or Disability, the currently vested and exercisable portions of
Option and SAR Awards may be exercised for a period of three months after the date of such termination. However, if a Participant
thereafter dies during such three-month period, the vested and exercisable portions of the Option and SAR Awards may be exercised
for a period of one year after the date of such termination.


 


(4)           Upon
termination of Service due to death or Disability, the currently vested and exercisable portions of Option and SAR Awards may
be exercised for a period of one year after the date of such termination.


 


(f)            Rights
as Stockholder. No Participant shall have any rights as a stockholder with respect to any Shares covered by an Award unless
and until the date the Participant becomes the holder of record of the Shares, if any, to which the Award relates.


 


(g)           Performance-Based
Awards. Any Award may be granted as a performance-based Award if the Committee establishes one or more measures of corporate,
business unit or individual performance which must be attained, and the performance period over which the specified performance
is to be attained, as a condition to the grant, vesting, exercisability, lapse of restrictions and/or settlement in cash or Shares
of such Award. In connection with any such Award, the Committee shall determine the extent to which performance measures have
been attained and other applicable terms and conditions have been satisfied, and the degree to which the grant, vesting, exercisability,
lapse of restrictions and/or settlement of such Award has been earned. The Committee shall also have the authority to provide,
in an Award Agreement or otherwise, for the modification of a performance period and/or adjustments to or waivers of the achievement
of performance goals under specified circumstances such as (i) the occurrence of events that are unusual in nature or infrequently
occurring, such as a Change in Control, an equity restructuring (as described in Section 12(a)), acquisitions, divestitures, restructuring
activities, recapitalizations, or asset write-downs, (ii) a change in applicable tax laws or accounting principles, or (iii) the
Participant’s death or Disability.


 






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(h)            Dividends
and Dividend Equivalents. No dividends, dividend equivalents or distributions will be paid with respect to Shares subject
to an Option or SAR Award. Any dividends or distributions payable with respect to Shares that are subject to the unvested portion
of a Restricted Stock Award will be subject to the same restrictions and risk of forfeiture as the Shares to which such dividends
or distributions relate. In its discretion, the Committee may provide in an Award Agreement for a Stock Unit Award or an Other
Stock-Based Award that the Participant will be entitled to receive dividend equivalents, based on dividends actually declared
and paid on outstanding Shares, on the units or other Share equivalents subject to the Stock Unit Award or Other Stock-Based Award,
and such dividend equivalents will be subject to the same restrictions and risk of forfeiture as the units or other Share equivalents
to which such dividend equivalents relate. The additional terms of any such dividend equivalents will be as set forth in the applicable
Award Agreement, including the time and form of payment and whether such dividend equivalents will be credited with interest or
deemed to be reinvested in additional units or Share equivalents. Any Shares issued or issuable during the term of this Plan as
the result of the reinvestment of dividends or the deemed reinvestment of dividend equivalents in connection with an Award shall
be counted against, and replenish upon any subsequent forfeiture, the Plan’s share reserve as provided in Section 4.


 


(i)            Deferrals
of Full Value Awards and Cash Incentive Awards. The Committee may, in its discretion, permit or require the deferral by a
Participant of the issuance of Shares or payment of cash in settlement of any Full Value Award or Cash Incentive Award, subject
to such terms, conditions, rules and procedures as it may establish or prescribe for such purpose and with the intention of complying
with the applicable requirements of Code Section 409A. The terms, conditions, rules and procedures for any such deferral shall
be set forth in writing in the relevant Award Agreement or in such other agreement, plan or document as the Committee may determine,
or some combination of such documents. The terms, conditions, rules and procedures for any such deferral shall address, to the
extent relevant, matters such as: (i) the amount of compensation that may or must be deferred (or the method for calculating the
amount); (ii) the permissible time(s) and form(s) of payment of deferred amounts; (iii) the terms and conditions of any deferral
elections by a Participant or of any deferral required by the Company; and (iv) the crediting of interest or dividend equivalents
on deferred amounts.


 


7.            Stock
Option Awards.


 


(a)            Type
and Exercise Price. The Award Agreement pursuant to which an Option Award is granted shall specify whether the Option is an
Incentive Stock Option or a Non-Qualified Stock Option. The exercise price at which each Share subject to an Option Award may
be purchased shall be determined by the Committee and set forth in the Award Agreement, and shall not be less than the Fair Market
Value of a Share on the Grant Date, except in the case of Substitute Awards (to the extent consistent with Code Section 409A and,
in the case of Incentive Stock Options, Code Section 424).


 


(b)            Payment
of Exercise Price. The purchase price of the Shares with respect to which an Option Award is exercised shall be payable in
full at the time of exercise. The purchase price may be paid in cash or in such other manner as the Committee may permit, including
by payment under a broker-assisted sale and remittance program, by withholding Shares otherwise issuable to the Participant upon
exercise of the Option or by delivery to the Company of Shares (by actual delivery or attestation) already owned by the Participant
(in either case, such Shares having a Fair Market Value as of the date the Option is exercised equal to the purchase price of
the Shares being purchased).


 






    	 	10	 



     


    

 


(c)            Exercisability
and Expiration. Each Option Award shall be exercisable in whole or in part on the terms provided in the Award Agreement. No
Option Award shall be exercisable at any time after its scheduled expiration. When an Option Award is no longer exercisable, it
shall be deemed to have terminated.


 


(d)            Incentive
Stock Options.


 


(1)           An
Option Award will constitute an Incentive Stock Option Award only if the Participant receiving the Option Award is an Employee,
and only to the extent that (i) it is so designated in the applicable Award Agreement and (ii) the aggregate Fair Market Value
(determined as of the Option Award’s Grant Date) of the Shares with respect to which Incentive Stock Option Awards held
by the Participant first become exercisable in any calendar year (under the Plan and all other plans of the Company and its Affiliates)
does not exceed $100,000 or such other amount specified by the Code. To the extent an Option Award granted to a Participant exceeds
this limit, the Option Award shall be treated as a Non-Qualified Stock Option Award. The maximum
number of Shares that may be issued upon the exercise of Incentive Stock Option Awards under the Plan shall be 1,000,000, subject
to adjustment as provided in Section 12(a).


 


(2)           No
Participant may receive an Incentive Stock Option Award under the Plan if, immediately after the grant of such Award, the Participant
would own (after application of the rules contained in Code Section 424(d)) Shares possessing more than 10% of the total combined
Voting Power of all classes of stock of the Company or an Affiliate, unless (i) the per Share exercise price for such Award is
at least 110% of the Fair Market Value of a Share on the Grant Date and (ii) such Award will expire no later than five years after
its Grant Date.


 


(3)             For
purposes of continued Service by a Participant who has been granted an Incentive Stock Option Award, no approved leave of absence
may exceed three months unless reemployment upon expiration of such leave is provided by statute or contract. If reemployment
is not so provided, then on the date six months following the first day of such leave, any Incentive Stock Option held by the
Participant shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Non-Qualified Stock
Option.


 


(4)             If
an Incentive Stock Option Award is exercised after the expiration of the exercise periods that apply for purposes of Code Section
422, such Option shall thereafter be treated as a Non-Qualified Stock Option.


 


(5)             The
Award Agreement covering an Incentive Stock Option Award shall contain such other terms and provisions that the Committee determines
necessary to qualify the Option Award as an Incentive Stock Option Award.


 


(e)           Extension
if Exercise Prevented by Law. Notwithstanding the foregoing, if the exercise of an Option Award during the applicable post-termination
of Service exercise period as set forth in Section 6(e) or in the applicable Award Agreement is prevented by Section 16(c), the
Option shall remain exercisable until the later of (i) 30 days after the date the exercise of the Option would no longer be prevented
by such provision, or (ii) the end of the applicable post-termination exercise period, but in no event later than the scheduled
expiration date of the Option as set forth in the applicable Award Agreement.


 






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8.            Stock
Appreciation Right Awards. 


 


(a)           Nature
of Award. An Award of Stock Appreciation Rights shall be subject to such terms and conditions as are determined by the Committee,
and shall provide a Participant the right to receive upon exercise of the SAR Award all or a portion of the excess of (i) the
Fair Market Value as of the date of exercise of the SAR Award of the number of Shares as to which the SAR Award is being exercised,
over (ii) the aggregate exercise price for such number of Shares. The per Share exercise price for any SAR Award shall be determined
by the Committee and set forth in the applicable Award Agreement, and shall not be less than the Fair Market Value of a Share
on the Grant Date, except in the case of Substitute Awards (to the extent consistent with Code Section 409A).


 


(b)           Exercise
of SAR. Each SAR Award may be exercisable in whole or in part at the times, on the terms and in the manner provided in the
Award Agreement. No SAR Award shall be exercisable at any time after its scheduled expiration. When a SAR Award is no longer exercisable,
it shall be deemed to have terminated. Upon exercise of a SAR Award, payment to the Participant shall be made at such time or
times as shall be provided in the Award Agreement in the form of cash, Shares or a combination of cash and Shares as determined
by the Committee. The Award Agreement may provide for a limitation upon the amount or percentage of the total appreciation on
which payment (whether in cash and/or Shares) may be made in the event of the exercise of a SAR Award.


 


9.            Restricted
Stock Awards.


 


(a)             Vesting
and Consideration. Shares subject to a Restricted Stock Award shall be subject to vesting and the lapse of applicable restrictions
based on such conditions or factors and occurring over such period of time as the Committee may determine in its discretion. The
Committee may provide whether any consideration other than Services must be received by the Company or any Affiliate as a condition
precedent to the grant of a Restricted Stock Award, and may correspondingly provide for Company reacquisition or repurchase rights
if such additional consideration has been required and some or all of a Restricted Stock Award does not vest.


 


(b)            Shares
Subject to Restricted Stock Awards. Unvested Shares subject to a Restricted Stock Award shall be evidenced by a book-entry
in the name of the Participant with the Company’s transfer agent or by one or more Stock certificates issued in the name
of the Participant. Any such Stock certificate shall be deposited with the Company or its designee, together with an assignment
separate from the certificate, in blank, signed by the Participant, and bear an appropriate legend referring to the restricted
nature of the Restricted Stock evidenced thereby. Any book-entry shall be subject to comparable restrictions and corresponding
stop transfer instructions. Upon the vesting of Shares of Restricted Stock, and the Company’s determination that any necessary
conditions precedent to the release of vested Shares (such as satisfaction of tax withholding obligations and compliance with
applicable legal requirements) have been satisfied, such vested Shares shall be made available to the Participant in such manner
as may be prescribed or permitted by the Committee. Except as otherwise provided in the Plan or an applicable Award Agreement,
a Participant with a Restricted Stock Award shall have all the rights of a shareholder, including the right to vote the Shares
of Restricted Stock.


 






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10.          Stock
Unit Awards.


 


(a)           Vesting
and Consideration. A Stock Unit Award shall be subject to vesting and the lapse of applicable restrictions based on such conditions
or factors and occurring over such period of time as the Committee may determine in its discretion. If vesting of a Stock Unit
Award is conditioned on the achievement of specified performance goals, the extent to which they are achieved over the specified
performance period and the number of Stock Units that will be earned and eligible to vest shall be determined by the Committee.
The Committee may provide whether any consideration other than Services must be received by the Company or any Affiliate as a
condition precedent to the settlement of a Stock Unit Award.


 


(b)           Settlement
of Award. Following the vesting of a Stock Unit Award, and the Company’s determination that any necessary conditions
precedent to the settlement of the Award (such as satisfaction of tax withholding obligations and compliance with applicable legal
requirements) have been satisfied, settlement of the Award and payment to the Participant shall be made at such time or times
in the form of cash, Shares (which may themselves be considered Restricted Stock under the Plan) or a combination of cash and
Shares as determined by the Committee.


 


11.          Other
Awards.


 


(a)            Other
Stock-Based Awards. The Committee may from time to time grant Shares and other Awards that are valued by reference to and/or
payable in whole or in part in Shares under the Plan. The Committee shall determine the terms and conditions of such Awards, which
shall be consistent with the terms and purposes of the Plan. The Committee may direct the Company to issue Shares subject to restrictive
legends and/or stop transfer instructions that are consistent with the terms and conditions of the Award to which the Shares relate.


 


(b)           Cash
Incentive Awards. A Cash Incentive Award shall be considered a performance-based Award for purposes of, and subject to, Section
6(g), the payment of which shall be contingent upon the degree to which one or more specified performance goals have been achieved
over the specified performance period. Cash Incentive Awards may be granted to any Participant in such dollar-denominated amounts
and upon such terms and at such times as shall be determined by the Committee. Following the completion of the applicable performance
period and the vesting of a Cash Incentive Award, payment of the settlement amount of the Award to the Participant shall be made
at such time or times in the form of cash, Shares or other forms of Awards under the Plan (valued for these purposes at their
grant date fair value) or a combination of cash, Shares and other forms of Awards as determined by the Committee and specified
in the applicable Award Agreement.


 


12.          Changes
in Capitalization, Corporate Transactions, Change in Control. 


 


(a)            Adjustments
for Changes in Capitalization. In the event of any equity restructuring (within the meaning of FASB ASC Topic 718) that causes
the per share value of Shares to change, such as a stock dividend, stock split, spinoff, rights offering or recapitalization through
an extraordinary dividend, the Committee shall make such adjustments as it deems equitable and appropriate to (i) the aggregate
number and kind of Shares or other securities issued or reserved for issuance under the Plan, (ii) the number and kind of Shares
or other securities subject to outstanding Awards, (iii) the exercise price of outstanding Options and SARs, and (iv) any maximum
limitations prescribed by the Plan with respect to certain types of Awards or the grants to individuals of certain types of Awards.
In the event of any other change in corporate capitalization, including a merger, consolidation, reorganization, or partial or
complete liquidation of the Company, such equitable adjustments described in the foregoing sentence may be made as determined
to be appropriate and equitable by the Committee to prevent dilution or enlargement of rights of Participants.  In either
case, any such adjustment shall be conclusive and binding for all purposes of the Plan.  No adjustment shall be made pursuant
to this Section 12(a) in connection with the conversion of any convertible securities of the Company, or in a manner that would
cause Incentive Stock Options to violate Section 422(b) of the Code or cause an Award to be subject to adverse tax consequences under Section
409A of the Code.


 






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(b)           Corporate
Transactions. Unless otherwise provided in an applicable Award Agreement or another written agreement between a Participant
and the Company, the following provisions shall apply to outstanding Awards in the event of a Change in Control that involves
a Corporate Transaction.


 


(1)           Continuation,
Assumption or Replacement of Awards. In the event of a Corporate Transaction, then the surviving or successor entity (or
its Parent) may continue, assume or replace Awards outstanding as of the date of the Corporate Transaction (with such adjustments
as may be required or permitted by Section 12(a)), and such Awards or replacements therefor shall remain outstanding and be governed
by their respective terms, subject to Section 12(b)(4) below. A surviving or successor entity may elect to continue, assume or
replace only some Awards or portions of Awards. For purposes of this Section 12(b)(1), an Award shall be considered assumed or
replaced if, in connection with the Corporate Transaction and in a manner consistent with Code Section 409A (and Code Section
424 if the Award is an ISO), either (i) the contractual obligations represented by the Award are expressly assumed by the surviving
or successor entity (or its Parent) with appropriate adjustments to the number and type of securities subject to the Award and
the exercise price thereof that preserves the intrinsic value of the Award existing at the time of the Corporate Transaction,
or (ii) the Participant has received a comparable equity-based award that preserves the intrinsic value of the Award existing
at the time of the


Corporate Transaction and contains terms
and conditions that are substantially similar to those of the Award.


 


(2)           Acceleration.
If and to the extent that outstanding Awards under the Plan are not continued, assumed or replaced in connection with a Corporate
Transaction, then (i) all outstanding Option and SAR Awards shall become fully vested and exercisable for such period of time
prior to the effective time of the Corporate Transaction as is deemed fair and equitable by the Committee, and shall terminate
at the effective time of the Corporate Transaction, (ii) all outstanding Full Value Awards shall fully vest immediately prior
to the effective time of the Corporate Transaction, and (iii) to the extent vesting of any Award is subject to satisfaction of
specified performance goals, such Award shall be deemed “fully vested” for purposes of this Section 12(b)(2) if the
performance goals are deemed to have been satisfied at the target level of performance and the vested portion of the Award at
that level of performance is proportionate to the portion of the performance period that has elapsed as of the effective time
of the Corporate Transaction. The Committee shall provide written notice of the period of accelerated exercisability of Option
and SAR Awards to all affected Participants. The exercise of any Option or SAR Award whose exercisability is accelerated as provided
in this Section 12(b)(2) shall be conditioned upon the consummation of the Corporate Transaction and shall be effective only immediately
before such consummation.


 


(3)           Payment
for Awards. If and to the extent that outstanding Awards under the Plan are not continued, assumed or replaced in connection
with a Corporate Transaction, then the Committee may provide that some or all of such outstanding Awards shall be canceled at
or immediately prior to the effective time of the Corporate Transaction in exchange for payments to the holders as provided in
this Section 12(b)(3). The Committee will not be required to treat all Awards similarly for purposes of this Section 12(b)(3).
The payment for any Award canceled shall be in an amount equal to the difference, if any, between (i) the fair market value (as
determined in good faith by the Committee) of the consideration that would otherwise be received in the Corporate Transaction
for the number of Shares subject to the Award, and (ii) the aggregate exercise price (if any) for the Shares subject to such Award.
If the amount determined pursuant to the preceding sentence is not a positive number with respect to any Award, such Award may
be canceled pursuant to this Section 12(b)(3) without payment of any kind to the affected Participant. With respect to an Award
whose vesting is subject to the satisfaction of specified performance goals, the number of Shares subject to such an Award for
purposes of this Section 12(b)(3) shall be the number of Shares as to which the Award would have been deemed “fully vested”
for purposes of Section 12(b)(2). Payment of any amount under this Section 12(b)(3) shall be made in such form, on such terms
and subject to such conditions as the Committee determines in its discretion, which may or may not be the same as the form, terms
and conditions applicable to payments to the Company’s stockholders in connection with the Corporate Transaction, and may,
in the Committee’s discretion, include subjecting such payments to vesting conditions comparable to those of the Award canceled,
subjecting such payments to escrow or holdback terms comparable to those imposed upon the Company’s stockholders under the
Corporate Transaction, or calculating and paying the present value of payments that would otherwise be subject to escrow or holdback
terms.


 






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(4)         Termination
After a Corporate Transaction. If and to the extent that Awards are continued, assumed or replaced under the circumstances
described in Section 12(b)(1), and if within 12 months after the Corporate Transaction a Participant experiences an involuntary
termination of Service for reasons other than Cause, or voluntarily terminates his or her Service for Good Reason, then (i) outstanding
Option and SAR Awards issued to the Participant that are not yet fully exercisable shall immediately become exercisable in full
and shall remain exercisable for one year following the Participant’s termination of Service, and (ii) any Full Value Awards
that are not yet fully vested shall immediately vest in full (with vesting in full for a performance-based award determined as
provided in Section 12(b)(2), except that the proportionate vesting amount will be determined with respect to the


portion of the performance period during
which the Participant was a Service Provider).


 


(c)           Other
Change in Control. Unless otherwise provided in an applicable Award Agreement or another written agreement between a Participant
and the Company, in the event of a Change in Control that does not involve a Corporate Transaction, all Awards will continue in
accordance with their terms; provided, however, if within 12 months after the Change in Control a Participant experiences an involuntary
termination of Service for reasons other than Cause or voluntarily terminates his or her Service for Good Reason, then (i) outstanding
Option and SAR Awards issued to the Participant that are not yet fully exercisable shall immediately become exercisable in full
and shall remain exercisable for one year following the Participant’s termination of Service, (ii) subject to clause (iii)
below, any Full Value Awards that are not yet fully vested shall immediately vest in full, and (iii) to the extent vesting of any
Award is subject to satisfaction of specified performance goals, such Award shall be deemed “fully vested” for purposes
of this Section 12(c) if the performance goals are deemed to have been satisfied at the target level of performance and the vested
portion of the Award at that level of performance is proportionate to the portion of the performance period that has occurred up
to the date of such Participant’s termination of Service.


 


(d)           Dissolution
or Liquidation. Unless otherwise provided in an applicable Award Agreement, in the event of a proposed dissolution or liquidation
of the Company, the Committee will notify each Participant as soon as practicable prior to the effective date of such proposed
transaction. An Award will terminate immediately prior to the consummation of such proposed action.


 


13.           Plan
Participation and Service Provider Status. Status as a Service Provider shall not be construed as a commitment that any
Award will be made under the Plan to that Service Provider or to eligible Service Providers generally. Nothing in the Plan or in
any Award Agreement or related documents shall confer upon any Service Provider or Participant any right to continued Service with
the Company or any Affiliate, nor shall it interfere with or limit in any way any right of the Company or any Affiliate to terminate
the person’s Service at any time with or without Cause or change such person’s compensation, other benefits, job responsibilities
or title.


 






    	 	15	 



     


    

 


14.           Tax
Withholding. The Company or any Affiliate, as applicable, shall have the right to (i) withhold from any cash payment under
the Plan or any other compensation owed to a Participant an amount sufficient to cover any required withholding taxes related to
the grant, vesting, exercise or settlement of an Award, and (ii) require a Participant or other person receiving Shares under the
Plan to pay a cash amount sufficient to cover any required withholding taxes before actual receipt of those Shares. In lieu of
all or any part of a cash payment from a person receiving Shares under the Plan, the Committee may permit the Participant to satisfy
all or any part of the required tax withholding obligations (but not to exceed the maximum individual statutory tax rate in each
applicable jurisdiction) by authorizing the Company to withhold a number of the Shares that would otherwise be delivered to the
Participant pursuant to the Award, or by transferring to the Company Shares already owned by the Participant, with the Shares so
withheld or delivered having a Fair Market Value on the date the taxes are required to be withheld equal to the amount of taxes
to be withheld.


 


15.           Effective
Date, Duration, Amendment and Termination of the Plan.


 


(a)            Effective
Date. The Plan shall become effective on the date it is approved by the Company’s stockholders, which shall be considered
the date of its adoption for purposes of Treasury Regulation §1.422-2(b)(2)(i). No Awards shall be made under the Plan prior
to its effective date.


 


(b)           Duration
of the Plan. The Plan shall remain in effect until all Shares subject to it are distributed, all Awards have expired or
terminated, the Plan is terminated pursuant to Section 15(c), or the tenth anniversary of the effective date of the Plan,
whichever occurs first (the “Termination Date”). Awards made before the Termination Date shall continue to be
outstanding in accordance with their terms and the terms of the Plan unless otherwise provided in the applicable Award
Agreements.


 


(c)            Amendment
and Termination of the Plan. The Board may at any time terminate, suspend or amend the Plan. The Company shall submit any amendment
of the Plan to its stockholders for approval only to the extent required by applicable laws or regulations or the rules of any
securities exchange on which the Shares may then be listed. No termination, suspension, or amendment of the Plan may materially
impair the rights of any Participant under a previously granted Award without the Participant's consent, unless such action is
necessary to comply with applicable law or stock exchange rules.


 


(d)           Amendment
of Awards. Subject to Section 15(e), the Committee may unilaterally amend the terms of any Award Agreement evidencing an Award
previously granted, except that no such amendment may materially impair the rights of any Participant under the applicable Award
without the Participant's consent, unless such amendment is necessary to comply with applicable law or stock exchange rules or
any compensation recovery policy as provided in Section 16(i).


 


(e)            No
Option or SAR Repricing. Except as provided in Section 12(a), no Option or Stock Appreciation Right Award granted under the
Plan may be (i) amended to decrease the exercise price thereof, (ii) cancelled in conjunction with the grant of any new Option
or Stock Appreciation Right Award with a lower exercise price, (iii) cancelled in exchange for cash, other property or the grant
of any Full Value Award at a time when the per share exercise price of the Option or Stock Appreciation Right Award is greater
than the current Fair Market Value of a Share, or (iv) otherwise subject to any action that would be treated under accounting rules
as a “repricing” of such Option or Stock Appreciation Right Award, unless such action is first approved by the Company’s
stockholders.


 






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16.           Other
Provisions.


 


(a)           Unfunded
Plan. The Plan shall be unfunded and the Company shall not be required to segregate any assets that may at any time be represented
by Awards under the Plan. Neither the Company, its Affiliates, the Committee, nor the Board shall be deemed to be a trustee of
any amounts to be paid under the Plan nor shall anything contained in the Plan or any action taken pursuant to its provisions create
or be construed to create a fiduciary relationship between the Company and/or its Affiliates, and a Participant. To the extent
any person has or acquires a right to receive a payment in connection with an Award under the Plan, this right shall be no greater
than the right of an unsecured general creditor of the Company.


 


(b)           Limits
of Liability. Except as may be required by law, neither the Company nor any member of the Board or of the Committee, nor any
other person participating (including participation pursuant to a delegation of authority under Section 3(c) of the Plan) in any
determination of any question under the Plan, or in the interpretation, administration or application of the Plan, shall have any
liability to any party for any action taken, or not taken, in good faith under the Plan.


 


(c)            Compliance
with Applicable Legal Requirements and Company Policies. No Shares distributable pursuant to the Plan shall be issued and
delivered unless and until the issuance of the Shares complies with all applicable legal requirements, including compliance
with the provisions of applicable state and federal securities laws, and the requirements of any securities exchanges on
which the Company’s Shares may, at the time, be listed. During any period in which the offering and issuance of Shares
under the Plan is not registered under federal or state securities laws, Participants shall acknowledge that they are
acquiring Shares under the Plan for investment purposes and not for resale, and that Shares may not be transferred except
pursuant to an effective registration statement under, or an exemption from the registration requirements of, such securities
laws.  Any stock certificate or book-entry evidencing Shares issued under the Plan that are subject to securities law
restrictions shall bear or be accompanied by an appropriate restrictive legend or stop transfer instruction. Notwithstanding
any other provision of this Plan, the acquisition, holding or disposition of Shares acquired pursuant to the Plan shall in
all events be subject to compliance with any applicable Company policies, including those relating to insider trading,
pledging or hedging transactions, minimum post-vesting holding periods and stock ownership guidelines, and to forfeiture or
recovery of compensation as provided in Section 16(i).


 


(d)           Other
Benefit and Compensation Programs. Payments and other benefits received by a Participant under an Award made pursuant to the
Plan shall not be deemed a part of a Participant’s regular, recurring compensation for purposes of the termination, indemnity
or severance pay laws of any country and shall not be included in, nor have any effect on, the determination of benefits under
any other employee benefit plan, contract or similar arrangement provided by the Company or an Affiliate unless expressly so provided
by such other plan, contract or arrangement, or unless the Committee expressly determines that an Award or portion of an Award
should be included to accurately reflect competitive compensation practices or to recognize that an Award has been made in lieu
of a portion of competitive cash compensation.


 


(e)           Governing
Law. To the extent that federal laws do not otherwise control, the Plan and all determinations made and actions taken pursuant
to the Plan shall be governed by the laws of the State of Delaware without regard to its conflicts-of-law principles and shall
be construed accordingly.


 


(f)            Severability.
If any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the
remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.


 






    	 	17	 



     


    

 


(g)           Code
Section 409A. It is intended that (i) all Awards of Options, SARs and Restricted Stock under the Plan will not provide for
the deferral of compensation within the meaning of Code Section 409A and thereby be exempt from Code Section 409A, and (ii) all
other Awards under the Plan will either not provide for the deferral of compensation within the meaning of Code Section 409A, or
will comply with the requirements of Code Section 409A, and Awards shall be structured and the Plan administered and interpreted
in accordance with this intent. The Plan and any Award Agreement may be unilaterally amended by the Company in any manner deemed
necessary or advisable by the Committee or Board in order to maintain such exemption from or compliance with Code Section 409A,
and any such amendment shall conclusively be presumed to be necessary to comply with applicable law. Notwithstanding anything to
the contrary in the Plan or any Award Agreement, with respect to any Award that constitutes a deferral of compensation subject
to Code Section 409A:


 


(1)         If
any amount is payable under such Award upon a termination of Service, a termination of Service will be deemed to have occurred
only at such time as the Participant has experienced a “separation from service” as such term is defined for purposes
of Code Section 409A;


 


(2)         If
any amount shall be payable with respect to any such Award as a result of a Participant’s “separation from service”
at such time as the Participant is a “specified employee” within the meaning of Code Section 409A, then no payment
shall be made, except as permitted under Code Section 409A, prior to the first business day after the earlier of (i) the date
that is six months after the Participant’s separation from service or (ii) the Participant’s death. Unless the Committee
has adopted a specified employee identification policy as contemplated by Code Section 409A, specified employees will be identified
in accordance with the default provisions specified under Code Section 409A.


 


None of the Company, the Board, the Committee
nor any other person involved with the administration of this Plan shall (i) in any way be responsible for ensuring the exemption
of any Award from, or compliance by any Award with, the requirements of Code Section 409A, (ii) have any obligation to design or
administer the Plan or Awards granted thereunder in a manner that minimizes a Participant’s tax liabilities, including the
avoidance of any additional tax liabilities under Code Section 409A, and (iii) shall have any liability to any Participant for
any such tax liabilities.


 


(h)           Rule
16b-3. It is intended that the Plan and all Awards granted pursuant to it shall be administered by the Committee so as to permit
the Plan and Awards to comply with Exchange Act Rule 16b-3. If any provision of the Plan or of any Award would otherwise frustrate
or conflict with the intent expressed in this Section 16(h), that provision to the extent possible shall be interpreted and deemed
amended in the manner determined by the Committee so as to avoid the conflict. To the extent of any remaining irreconcilable conflict
with this intent, the provision shall be deemed void as applied to Participants subject to Section 16 of the Exchange Act to the
extent permitted by law and in the manner deemed advisable by the Committee.


 


(i)            Forfeiture
and Compensation Recovery.


 


(1)         The
Committee may specify in an Award Agreement that the Participant’s rights, payments, and benefits with respect to an Award
will be subject to reduction, cancellation, forfeiture or recovery by the Company upon the occurrence of certain specified events,
in addition to any otherwise applicable vesting or performance conditions of an Award. Such events may include termination of Service
for Cause; violation of any material Company or Affiliate policy; breach of noncompetition, non-solicitation or confidentiality
provisions that apply to the Participant; a determination that the payment of the Award was based on an incorrect determination
that financial or other criteria were met or other conduct by the Participant that is detrimental to the business or reputation
of the Company or its Affiliates.


 


(2)         Awards
and any compensation associated therewith may be made subject to forfeiture, recovery by the Company or other action pursuant to
any compensation recovery policy adopted by the Board or the Committee at any time, including in response to the requirements of
Section 10D of the Exchange Act and any implementing rules and regulations thereunder, or as otherwise required by law. Any Award
Agreement may be unilaterally amended by the Committee to comply with any such compensation recovery policy.


 






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