EXHIBIT 10.1





	EXHIBIT A



FULTON FINANCIAL CORPORATION


2022 AMENDED AND RESTATED


EQUITY AND CASH INCENTIVE
COMPENSATION PLAN


Plan Effective Date: May
17, 2022









	Table of Contents	 
	 	 	 	 
	Article 1. Purpose of the Plan	1
	 	 	 	 
	Article 2. Definitions	1
	2.01	 	“Affiliate”	1
	2.02	 	“Applicable Laws”	1
	2.03	 	“Award”	1
	2.04	 	“Award Agreement”	1
	2.05	 	“Board”	1
	2.06	 	“Business Combination”	1
	2.07	 	“Cause”	1
	2.08	 	“Change in Control”	2
	2.09	 	“Code”	3
	2.10	 	“Code of Conduct”	3
	2.11	 	“Committee”	3
	2.12	 	“Common Stock”	3
	2.13	 	“Company”	3
	2.14	 	“Consultant”	3
	2.15	 	“Continuous Service”	3
	2.16	 	“Date of Grant”	3
	2.17	 	“Date of Exercise”	4
	2.18	 	“Disability”	4
	2.19	 	“Disqualifying Disposition”	4
	2.20	 	“Director”	4
	2.21	 	“Effective Date”	4
	2.22	 	“Employee”	4
	2.23	 	“Exchange Act”	4
	2.24	 	“Exercise”	4
	2.25	 	“Fair Market Value”	4
	2.26	 	“Incentive Stock Option”	4
	2.27	 	“Independent” or “Independence”	4
	2.28	 	“Non-Employee Director”	4
	2.29	 	“Non-Qualified Stock Option”	4
	2.30	 	“Option”	4
	2.31	 	“Optionee”	5
	2.32	 	“Option Exercise Price”	5
	2.33	 	“Participant”	5
	2.34	 	“Performance Compensation Award”	5
	2.35	 	“Performance Criteria”	5
	2.36	 	“Performance Formula”	6
	2.37	 	“Performance Goals”	6
	2.38	 	“Performance Period”	6
	2.39	 	“Performance Share Award” 	6
	2.40	 	“Performance Share”	7
	2.41	 	“Plan”	7
	2.42	 	“Repricing”	7
	2.43	 	“Restricted Award”	7
	2.44	 	“Restricted Period”	7
	2.45	 	“Restricted Stock”	7
	2.46	 	“Restricted Stock Unit”	7
	2.47	 	“Retirement”	7
	2.48	 	“Securities Act”	7
	2.49	 	“Shares”	7
	2.50	 	“Stock Appreciation Right” 	7
	2.51	 	“Ten Percent Shareholder”	7









	Article 3. Administration of the Plan	7
	3.01	 	Committee Composition	7
	3.02	 	Delegation	7
	3.03	 	Authority of Committee	8
	3.04	 	Indemnification	8
	Article 4. Shares Subject to the Plan	9
	4.01	 	Shares Subject to the Plan	9
	4.02	 	Recycling of Shares	9
	Article 5. Eligibility	9
	5.01	 	General	9
	5.02	 	Eligibility for Specific Awards	9
	5.03	 	Ten Percent Shareholders	9
	Article 6. Option Provisions	9
	6.01	 	General	9
	6.02	 	Termination of Continuous Service 	10
	6.03	 	Incentive Stock Option Limitation	11
	6.04	 	Incentive Stock Option Qualifying Disposition	11
	Article 7. Stock Appreciation Rights	11
	7.01	 	General	11
	7.02	 	Term	11
	7.03	 	Exercise and Payment	11
	7.04	 	Exercise Price	11
	7.05	 	Stock Appreciation Right Transferability	12
	7.06	 	Termination of Continuous Service 	12
	Article 8. Restricted Awards	12
	8.01	 	General	12
	8.02	 	Restricted Stock	12
	8.03	 	Dividend Equivalents on Restricted Stock	12
	8.04	 	Restricted Stock Units	13
	8.05	 	Dividend Equivalents on Restricted Stock Units	13
	8.06	 	Restrictions on Awards	13
	8.07	 	Delivery of Restricted Stock and Settlement of Restricted Stock Units	13
	8.08	 	Stock Certificate Restrictions	14
	8.09	 	Restricted Award Transferability	14
	8.10	 	Termination of Continuous Service 	14
	Article 9. Performance Share Awards	14
	9.01	 	Grant of Performance Share Awards	14
	9.02	 	Earning Performance Share Awards	14
	9.03	 	Dividend Equivalents on Performance Share Awards	14
	9.04	 	Termination of Continuous Service 	14
	Article 10. Performance Compensation Awards	15
	10.01	 	General	15
	10.02	 	Eligibility	15
	10.03	 	Discretion of Committee with Respect to Performance Compensation Awards	15
	10.04	 	Payment of Performance Compensation Awards	15
	 	 	 	 








	Article 11. Vesting and Dividend Equivalents	16
	11.01	 	General	16
	11.02	 	Time-Vested Awards and Dividend Equivalents	16
	11.03	 	Performance Awards	16
	11.04	 	Treatment of Dividends and Dividend Equivalents on Unvested Awards	17
	Article 12. Changes in Capital Structure	17
	12.01	 	Adjustment Upon Changes in the Common Stock	17
	12.02	 	Adjustment Binding	17
	12.03	 	Adjustment to Grants	17
	Article 13. Effect of Change in Control	18
	13.01	 	General	18
	13.02	 	Committee Discretion	18
	13.03	 	Successors	18
	Article 14. Registration of Stock	18
	14.01	 	General	18
	14.02	 	Restrictions	18
	Article 15. Tax Withholding	19
	Article 16. Amendment or Termination of the Plan	19
	16.01	 	Amendment of the Plan	19
	16.02	 	Amendments Pertaining to Qualification	19
	16.03	 	Term of the Plan	19
	16.04	 	No Impairment of Rights	19
	Article 17. General Provisions	19
	17.01	 	Non-Uniform Treatment	19
	17.02	 	Shareholders	20
	17.03	 	Employment or Service	20
	17.04	 	Other Compensation Arrangements	20
	17.05	 	Clawback	20
	17.06	 	Recapitalizations	20
	17.07	 	Delivery	20
	17.08	 	Deferral of Awards	20
	17.09	 	Section 409A	20
	17.10	 	Section 16 Compliance 	20
	17.11	 	Beneficiary Designation 	21
	17.12	 	Unfunded Plan	21
	17.13	 	Acceptance of Terms and Conditions	21
	17.14	 	Liability	21
	17.15	 	Choice of Law	21
	17.16	 	Severability	21
	17.17	 	Headings	21
	Article 18. Effective Date	21








FULTON FINANCIAL CORPORATION


2022
AMENDED AND RESTATED


EQUITY
AND CASH INCENTIVE COMPENSATION PLAN


Article 1. Purpose of the Plan.


The purposes of the 2022 Amended
and Restated Equity and Cash Incentive Compensation Plan (the “Plan”) of Fulton Financial Corporation
(the “Company”) are to: (i) align the interests of key individuals with those of the Company’s shareholders
by encouraging and creating ownership of Shares of Common Stock of the Company; (ii) enable the Company to be competitive
among its peers and attract and retain qualified individuals who contribute to the Company’s success by their efforts, service,
ability and ingenuity; (iii) provide long-term equity and cash-based rewards and incentive opportunities to key individuals who
are responsible for the success of the Company and who are in a position to make significant contributions toward its objectives;
and (iv) reward individual performance. The Plan amends and restates the Company’s 2013 Amended and Restated Equity and
Cash Incentive Compensation Plan (the “2013 Plan”). The 2022 Plan is not a new equity plan but amends and restates
the 2013 Plan. Any awards made by the Company under the 2013 Plan after March 1, 2022 will reduce the shares to be awarded under
the 2022 Plan.


All outstanding awards granted
under the Plan prior to its amendment and restatement shall remain subject to the terms of the Plan; provided, that no Awards
granted or awarded prior to the effectiveness of this amendment and restatement that are materially adversely affected by the
changes in the Plan shall be subject to such provisions without the prior consent of the applicable Participant.


Article 2. Definitions.


For purposes of the Plan,
the following words or phrases shall have the meanings assigned to them below:


2.01 “Affiliate”
means a parent or subsidiary corporation of the Company, as defined in Section 424 (e) and (f) of the Code.


2.02 “Applicable
Laws” means the requirements related to or implicated by the administration of the Plan under applicable state corporate
law, United States federal and state securities laws, the Code, and any stock exchange or quotation system on which the Shares
of Common Stock are listed or quoted.


2.03 “Award”
means an Incentive Stock Option, a Non-Qualified Stock Option, a Stock Appreciation Right, a Restricted Award, a Performance Share
Award or a Performance Compensation Award. Each Award shall be subject to the terms and conditions of the Plan and to such other
terms and conditions included by the Committee in the Award Agreement, to the extent not inconsistent with the Plan.


2.04 “Award
Agreement” means a written agreement, contract, certificate or other instrument or document evidencing the terms and
conditions of an individual Award granted under the Plan.


2.05 “Board”
means the Board of Directors of the Company.


2.06 “Business
Combination” has the meaning set forth in Section 2.08(c).


2.07 “Cause”
means with respect to any Employee:


(a) Employee shall have committed
a felony, or misdemeanor resulting or intending to result directly or indirectly in gain or personal enrichment to the Employee;


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(b) Employee’s use of
alcohol or other drugs which interferes with the performance by the Employee of Employee’s duties;


(c) Employee shall have deliberately
and intentionally refused or otherwise failed (for reasons other than incapacity due to accident or physical or mental illness)
to substantially perform any of Employee’s duties to the Company or an Affiliate, with such refusal or failure continuing
for a period of at least thirty (30) consecutive days following the receipt by Employee of written notice from the Company or
Affiliate setting forth in detail the facts upon which the Company or Affiliate relies in concluding that Employee has deliberately
and intentionally refused or failed to perform such duties;


(d) Employee’s conduct
that brings public discredit on or injures the reputation of the Company and/or its Affiliates, in the reasonable opinion of the
Board or a committee of the Board; or


(e) the Company or an Affiliate
is legally precluded from employing Employee for the position and duties described in the Employee’s employment agreement
with the Company or an Affiliate.


Notwithstanding the above
definition, if an Employee is party to an employment agreement with the Company or any Affiliate that has a different definition
of “Cause,” then the definition in such employment agreement will control.


The Committee may determine
that a Consultant is terminated for Cause as a result of a violation of the Company’s Code of Conduct (or similar code of
conduct maintained by an Affiliate). For purposes of the Plan, the Committee shall determine the effect of all matters and questions
relating to whether an Employee has been discharged for Cause, including but not limited to terminations pursuant to the Company’s
Code of Conduct.


2.08 “Change
in Control” of the Company shall be deemed to have occurred when:


(a) during any period of not
more than thirty-six (36) months, individuals who constitute the Board as of the beginning of the period (the “Incumbent
Directors”) cease for any reason to constitute at least a majority of the Board, provided that (i) any person becoming
a director subsequent to the beginning of the period, whose nomination for election or appointment was approved by a vote of at
least two-thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of the Company’s
proxy statement in which such person is named as a nominee for director, without written objection to such nomination) shall be
an Incumbent Director; and (ii) no individual initially nominated or appointed as a result of an actual or publicly threatened
election contest or pursuant to a negotiated agreement with respect to directors or as a result of any other actual or publicly
threatened solicitation of proxies by or on behalf of any person other than the Board shall be deemed to be an Incumbent Director;


(b) the acquisition by any
person (as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended from time to time, or any
successor thereto, and the applicable rules and regulations thereunder (the “Exchange Act”) and as used in
Sections 13(d)(3) and 14(d)(2) of the Exchange Act) of beneficial ownership (as such term is defined in Rule 13d-3 under the Exchange
Act), of the Company’s capital stock entitled to thirty percent (30%) or more of the outstanding voting power of all capital
stock of the Company eligible to vote for the election of the Board (“Voting Securities”); provided, however,
that the event described in this paragraph (b) will not be deemed to be a Change in Control by virtue of the ownership, or
acquisition, of Voting Securities: (i) by the Company or an Affiliate, including
purchases pursuant to a stock repurchase plan; (ii) by any employee benefit plan (or related trust) sponsored or maintained by
the Company or an Affiliate; (iii) by any underwriter temporarily holding securities pursuant to an offering of such securities
or (iv) pursuant to a Non-Qualifying Transaction (as defined in paragraph (c) of this
definition);


(c) the consummation of a
merger, consolidation, division, statutory share exchange, or any other transaction or a series of transactions outside the ordinary
course of business involving the Company (a “Business Combination”), unless immediately following such Business
Combination: (i) more than fifty percent (50%) of the total voting power of (x) the entity resulting from such Business Combination,
or (y) if applicable, the ultimate


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parent corporation that directly or
indirectly has beneficial ownership of at least ninety-five percent (95%) of the voting power of such resulting entity
(either, as applicable, the “Surviving Entity”), is represented by Voting Securities that were outstanding
immediately prior to such Business Combination (or, if applicable, is represented by shares into which such Voting Securities
were converted pursuant to such Business Combination), and such voting power among the holders thereof is in substantially
the same proportion as the voting power of such Voting Securities among the holders thereof immediately prior to the Business
Combination; (ii) no person (other than any employee benefit plan (or related trust) sponsored or maintained by the Surviving
Entity), is or becomes the beneficial owner, directly or indirectly, of thirty percent (30%) or more of the total voting
power of the outstanding voting securities eligible to elect directors of the Surviving Entity and (iii) at least a majority
of the members of the board of directors of the Surviving Entity following the consummation of the Business Combination were
Incumbent Directors at the time of the Board’s approval of the execution of the initial agreement providing for such
Business Combination (any Business Combination which satisfies all of the criteria specified in (i), (ii) and (iii) of this
paragraph (c) will be deemed to be a “Non-Qualifying Transaction”);


(d) the consummation of a
sale of all or substantially all of the assets of the Company (other than to a wholly owned subsidiary of the Company); or


(e) the Company’s shareholders
approve a plan of complete liquidation or dissolution of the Company.


Actions taken by the Company
to merge, consolidate, liquidate or otherwise reorganize one or more of its subsidiaries or affiliates shall not constitute a
Change in Control for purposes of this Agreement.


2.09 “Code”
means the Internal Revenue Code of 1986, and any regulation, as amended from time to time.


2.10 “Code
of Conduct” means the Company’s Code of Conduct approved by the Board, as amended from time to time.


2.11 “Committee”
means the Human Resources Committee of the Board, or such other committee of the Board appointed by the Board to administer the
Plan.


2.12 “Common
Stock” means the common stock of the Company, par value $2.50 per share.


2.13 “Company”
means Fulton Financial Corporation a Pennsylvania business corporation, and any successor thereto.


2.14
“Consultant” means any former director, employee or advisory board member of the Company or an Affiliate
who is subsequently engaged by the Company or an Affiliate to render consulting or advisory services, or an independent
contractor pursuant to a consulting agreement.


2.15 “Continuous
Service” means that the Participant’s service with the Company or an Affiliate, whether as an Employee or Consultant,
is not interrupted or terminated. The Participant’s Continuous Service shall not be deemed to have terminated merely because
of a change in the capacity in which the Participant renders service to the Company or an Affiliate as an Employee or Consultant
or a change in the entity for which the Participant renders such service, provided that there is no interruption or termination
of the Participant’s Continuous Service; provided further that if any Award is subject to Section 409A of the Code, this
sentence shall only be given effect to the extent consistent with Section 409A of the Code. For example, a change in status from
an Employee of the Company to a Director or Consultant of an Affiliate will not constitute an interruption of Continuous Service.
The Committee or its delegate, in its sole discretion, may determine whether Continuous Service shall be considered interrupted
in the case of any leave of absence approved by that party, including sick leave, military leave or any other personal or family
leave of absence.


2.16 “Date
of Grant” means the date the Committee grants an Award to a Participant or, if a later date is set forth in a resolution,
the date as is set forth in such resolution.


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2.17 “Date
of Exercise” means, in respect of any Option granted under the Plan, the date on which the Participant’s written
notice of Exercise is received by the Company pursuant to procedures prescribed by the Committee.


2.18
“Disability” means that the Participant is unable to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a
continuous period of not less than 12 months; provided, however, for purposes of determining the term of an Incentive Stock Option
pursuant to Article 6 hereof, the term Disability shall have the meaning ascribed to it under Section 22(e)(3) of the Code. If
necessary, whether an individual has a Disability shall be determined under procedures established by the Committee. Except in
situations where the Committee is determining Disability for purposes of the term of an Incentive Stock Option pursuant to
Article 6 hereof, the Committee may rely on any determination that a Participant is disabled for purposes of benefits under any
long-term disability plan maintained by the Company or any Affiliate in which a Participant participates. If an Employee has an
employment agreement with the Company or any Affiliate with a different definition of “Disability,” then such employment
agreement definition shall control.


2.19 “Disqualifying Disposition”
has the meaning set forth in Section 6.04.


2.20 “Director”
means a member of the Board.


2.21 “Effective Date”
is described in Article 18.


2.22 “Employee”
means any person employed by the Company or an Affiliate.


2.23 “Exchange Act”
has the meaning set forth in Section 2.08(b).


2.24 “Exercise”
means, in respect of an Option, the delivery by the Participant to the Secretary of the Company of a written notice of exercise
in the form specified by the Committee, accompanied by payment in full of the Option Exercise Price.


2.25 “Fair
Market Value” means, as of any date, the following value of a share of the Common Stock: (a) if the Common Stock
is listed on any national stock exchange, the Fair Market Value shall be the closing price on the trading day of the Date of Grant
(or if no sales of shares were reported on any stock exchange on that day, the closing price on the immediately preceding trading
day on which such price was reported), as reported by Nasdaq on www.Nasdaq.com, in the Wall Street Journal or such other source
as the Committee deems reliable; and (b) in the absence of an established market for the Common Stock, the Fair Market Value shall
be determined in good faith by the Committee and such determination shall be conclusive and binding on all persons.


2.26
“Incentive Stock Option” means an Option issued pursuant to the Plan that meets the requirements of
Section 422 of the Code.


2.27 “Independent”
or “Independence” means, with respect to a Director who is a Committee member, the independence requirements
applicable to a Committee member under the rules and regulations of the U.S. Securities and Exchange Commission and the national
securities exchange or national interdealer quotation system on which the Common Stock is then listed or quoted.


2.28 “Non-Employee
Director” means a non-employee director of the Board within the meaning of Rule 16b-3 promulgated under the Exchange
Act.


2.29 “Non-Qualified
Stock Option” means an Option issued pursuant to the Plan that is not intended to be an Incentive Stock Option.


2.30 “Option”
means a right granted to a Participant to purchase Shares at a specified price during specified time periods. An Option may be
either an Incentive Stock Option or a Non-Qualified Stock Option.


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2.31 “Optionee”
means a Participant to whom an Option has been awarded.


2.32 “Option
Exercise Price” means the price at which a Share of Common Stock may be purchased upon the date of Exercise of an Option.


2.33 “Participant”
means an eligible person to whom an Award is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding
Award.


2.34 “Performance
Compensation Award” means any Award granted by the Committee pursuant to Article 10 of the Plan.


2.35 “Performance
Criteria” means the criterion or criteria that the Committee shall select for purposes of establishing the Performance
Goal(s) for a Performance Period with respect to any Performance Share Award under the Plan. The Performance Criteria that will
be used to establish the Performance Goal(s) shall be based on the attainment of specific levels of performance of the Company
(or Affiliate, division, business unit or operational unit of the Company) and may include, either individually or in ratios or
other combinations:


(a) basic earnings per share;


(b) basic cash earnings per share;


(c) diluted earnings per share;


(d) core earnings per share;


(e) diluted cash earnings per share;


(f) earnings before taxes;


(g) net income;


(h) net interest income;


(i) non-interest income;


(j) revenue;


(k) efficiency ratio;


(l) salaries and benefits efficiency ratio;


(m) return on average assets;


(n) core return on average assets;


(o) core return on equity;


(p) return on average shareholders’
equity;


(q) return on average tangible shareholders’
equity;


(r) core earnings;


(s) operating income;


(t) net interest margin;


(u) net interest rate spread;


(v) growth in assets, loans or deposits;


(w) loan production volume;


(x) sales;


(y) net charge-offs;


(z) nonperforming/classified assets;


(aa) classified loans;


(bb) cash flow;


(cc) capital level (core or risk-based);


5







(dd) interest rate risk exposure-net
portfolio value;


(ee) interest rate risk-sensitivity;


(ff) liquidity;


(gg) strategic business objectives,
cost control, business expansion goals, and goals relating to acquisitions or divestitures, or goals relating to capital raising
and capital management;


(hh) objective customer service
measures or indices,


(ii) stock price (including,
but not limited to, growth measures and total shareholder return);


(jj) operating expense as
a percentage of average assets;


(kk) core deposits as a percentage
of total deposits;


(ll) net charge-off percentage;


(mm) loan delinquency rates;


(nn) market share;


(oo) pre-provision net revenue;
and


(pp) environmental, social
and governance metrics.


Any one or more of the Performance
Criteria may be used on an absolute or relative basis in any combination or ratio, or year-over-year change to measure the performance
of the Company and/or an Affiliate as a whole or any division, business unit or operational unit of the Company and/or an Affiliate
or any combination thereof, or as compared to the performance of a group of comparable companies, or published or special index.


2.36 “Performance
Formula” means, for a Performance Period, the one or more objective formulas applied against the relevant Performance
Goal to determine, with regard to the Performance Share Award of a particular Participant, whether all, some portion but less
than all, or none of the Performance Award has been earned for the Performance Period.


2.37
“Performance Goals” means, for a Performance Period, the one or more goals for the Performance Period
based upon the Performance Criteria. The Committee may adjust or modify the calculation of a Performance Goal for such
Performance Period in order to prevent the dilution or enlargement of the rights of Participants based on corporate events
beyond the control of a Participant, including the following events:


(a) asset write-downs;


(b) litigation or claim judgments
or settlements;


(c) the effect of changes
in tax laws, accounting principles, or other laws or regulatory rules affecting reported results;


(d) any reorganization and
restructuring programs;


(e) extraordinary nonrecurring
items as described in Accounting Principles Board Opinion No. 30 (or any successor or pronouncement thereto) and/or in management’s
discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to shareholders
for the applicable year;


(f) acquisitions or divestitures;


(g) environmental, social
and governance metrics;


(h) any other specific unusual
or nonrecurring events, or objectively determinable category thereof; and


(i) a change in the Company’s
fiscal year.


2.38 “Performance
Period” means the one or more periods of time not less than one fiscal quarter in duration, over which the attainment
of one or more Performance Goals will be measured for the purpose of determining a Participant’s right to any the payment
of a Performance Compensation Award.


2.39 “Performance
Share Award” means any Award granted pursuant to Article 9 under the Plan.


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2.40 “Performance
Share” means the grant of a right to receive a number of actual shares of Common Stock or share units based upon the
performance of the Company during a Performance Period.


2.41 “Plan”
means this Fulton Financial Corporation Amended and Restated Equity and Cash Incentive Compensation Plan.


2.42 “Repricing”
means any transaction performed with the intent or effect of:


(a) reducing the exercise
price of any outstanding Option or Stock Appreciation Right Awards;


(b) cancelling or exchanging
outstanding Options or Stock Appreciation Rights in exchange for cash, other Awards or replacement Options and/or Stock Appreciation
Rights, including through a tender offer process, with exercise prices that are less than the exercise price of the cancelled
or exchanged Options and/or Stock Appreciation Rights; or


(c) any similar share exchange
transaction involving outstanding Awards.


2.43 “Restricted
Award” means any Award granted pursuant to Article 8.


2.44 “Restricted
Period” has the meaning set forth in Section 8.01.


2.45 “Restricted
Stock” has the meaning set forth in Section 8.01.


2.46 “Restricted
Stock Unit” has the meaning set forth in Section 8.01.


2.47 “Retirement”
means retirement from employment with the Company or any Affiliate at the earlier of:


(a) achieving age 60 with
at least 10 years of service to the Company or any Affiliate; or


(b) achieving age 62 with
at least 5 years of service to the Company or any Affiliate.


2.48 “Securities
Act” has the meaning set forth in Section 14.02.


2.49 “Shares”
means shares of Common Stock subject to Awards or available for future Awards under the Plan.


2.50 “Stock
Appreciation Right” means a right granted under Article 7 of the Plan.


2.51 “Ten
Percent Shareholder” means the owner of stock as determined by Section 424(d) of the Code, possessing more than ten
percent of the total combined voting power of all classes of stock of the Company or any one of its Affiliates.


Article 3. Administration of the Plan.


3.01 Committee Composition.
The Plan shall be administered by the Committee, or, in the Board’s sole discretion, by the Independent Directors on the
Board. Each member of the Committee shall be Independent.


3.02 Delegation.
The Committee, or if no Committee has been appointed, the Board, may delegate administration of the Plan to a committee or
committees of one or more members of the Board. The Committee shall have the power to delegate to a subcommittee any of the
administrative powers the Committee is authorized to exercise (and reference in this Plan to the Board or the Committee shall
thereafter be to the committee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions
of the Plan, as may be adopted from time to time by the Board. Within the scope of such authority, the Board or the Committee
may also delegate to a committee of one or more members of the Board or to senior management the authority to grant Awards to
eligible individuals who are not subject to Section 16 of the Exchange Act.


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3.03 Authority of
Committee. Subject to the terms of the Plan, the Committee’s charter and Applicable Laws, and in addition to
other express powers and authorization conferred by the Plan, the Committee shall be vested with full authority:


(a) to adopt, amend and rescind
such rules and regulations as it deems necessary or desirable to administer the Plan;


(b) to construe, interpret and apply the
provisions of the Plan;


(c) to authorize any person to execute, on behalf of the Company, any instrument required to carry out
the purposes of the Plan;


(d) to delegate its authority
to one or more officers of the Company with respect to Awards that do not involve “insiders” within the meaning of
Section 16 of the Exchange Act;


(e) to determine when Awards are to be granted under the Plan and the applicable Date of Grant;


(f) from time to time to select,
subject to the limitations set forth in the Plan, those Participants to whom Awards shall be granted;


(g) to determine the number
of Shares to be made subject to each Award;


(h) to determine whether an
Option is to be an Incentive Stock Option or a Non-Qualified Stock Option;


(i) to prescribe the terms
and conditions of each Award, including, without limitation, the exercise price, medium of payment and vesting provisions, and
to specify the provisions of the Award Agreement relating to such grant;


(j) to determine the
target number of Performance Shares to be granted pursuant to a Performance Share Award, the Performance Criteria that will
be used to establish the Performance Goals, the Performance Period(s) and the number of Performance Shares earned by a
Participant;


(k) to designate an Award
(including a cash bonus) as a Performance Compensation Award and to select the Performance Criteria that will be used to establish
the Performance Goals;


(l) to amend any outstanding
Awards, including for the purpose of modifying the time or manner of vesting, or the term of any outstanding Award; provided,
however, that if any such amendment impairs a Participant’s rights or increases a Participant’s obligations under
his or her Award or creates or increases a Participant’s federal income tax liability with respect to an Award, such amendment
shall also be subject to the Participant’s consent;


(m) to determine the duration
and purpose of leaves of absences which may be granted to a Participant without constituting termination of their employment or
service for purposes of the Plan, which periods shall be no shorter than the periods generally applicable to Employees under the
Company’s employment policies, subject to the requirements of Section 409A of the Code;


(n) to make decisions with
respect to outstanding Awards that may become necessary upon a Change in Control or an event that triggers anti-dilution adjustments;


(o) to interpret, administer,
reconcile any inconsistency in, correct any defect in and/or supply any omission in the Plan and any instrument or agreement relating
to, or Award granted under, the Plan; and


(p) to exercise discretion
to make any and all other determinations which it determines to be necessary or advisable for the administration of the Plan.


The Committee also may modify
the purchase price or the exercise price of any outstanding Award, provided that if the modification effects a Repricing, shareholder
approval shall be required before the Repricing is effective. Any determination, decision or action of the Committee in connection
with the construction, interpretation, administration or application of the Plan shall be final, conclusive and binding upon the
Company and all Participants and any person claiming under or through a Participant.


3.04 Indemnification.
In addition to such other rights of indemnification as they may have as Directors or members of the Committee, and to the extent
allowed by Applicable Laws, no member of the Committee or of the Board shall be liable for any determination, decision or action
made in good faith with respect to the Plan or any Award granted under the Plan.


8







Article 4. Shares Subject to the Plan.


4.01 Shares Subject
to the Plan. Subject to adjustment as provided in Article 12 and excluding any Awards granted prior to the Effective Date,
the total number of Shares available that may be granted under the Plan shall not exceed 5,806,000 Shares as of the Effective
Date. During the term of each Award, the Company shall keep reserved at all times the number of Shares of Common Stock required
to satisfy all such Awards. As the Committee may determine from time to time, the Shares available for distribution under the
Plan may consist either in whole or in part of authorized but unissued Common Stock or Common Stock held in treasury.


4.02 Recycling of Shares.
Any Shares subject to an Award that are cancelled, forfeited or expire prior to exercise or realization, either in full or in
part, shall again become available for issuance under the Plan. Shares delivered to or withheld by the Company to satisfy any
tax withholding obligation on a Performance Share Award or a Restricted Award shall again become available for issuance under
the Plan. Any Shares that are issued upon the exercise or vesting of an Award, except for eligible shares to satisfy a tax withholding
obligation, shall be deducted from the available Shares under the Plan as one (1) Share for each Share issued under the Award.
Notwithstanding anything to the contrary contained herein, Shares subject to an Award under the Plan shall not again be made available
for issuance or delivery under the Plan if such Shares are:


(a) Shares tendered in payment
of the Option Exercise Price;


(b) Shares covering an Option
or a stock-settled Stock Appreciation Right;


(c) Shares withheld by the
Company to satisfy a tax withholding obligation covering an Option or stock-settled Stock Appreciation Right; or


(d) other Awards
that were not issued upon the settlement of the Award.


Article 5. Eligibility.


5.01 General.
All Employees and Consultants of the Company or any of its Affiliates are eligible to participate in the Plan, whether now existing
as an Affiliate or later become an Affiliate. The Committee shall determine which such eligible persons shall be granted Awards
and become Participants in the Plan.


5.02 Eligibility for
Specific Awards. Incentive Stock Options may be granted only to Employees. Awards other than Incentive Stock Options may
be granted to Employees and Consultants and those individuals whom the Committee determines are reasonably expected to become
Employees and Consultants following the Date of Grant.


5.03 Ten Percent
Shareholders. An Incentive Stock Option shall not be granted to a Ten Percent Shareholder unless the Option Exercise
Price is at least 110% of the Fair Market Value of the Common Stock at the Date of Grant and the Option is not exercisable
after the expiration of five (5) years from the Date of Grant.


Article 6. Option Provisions.


6.01 General.
Each Option granted under the Plan shall be evidenced by an Award Agreement. Each Option granted shall be subject to the
conditions set forth in this Article 6, and to such other conditions not inconsistent with the Plan as may be reflected in
the applicable Award Agreement. Each Option shall specify the number of Shares that may be purchased pursuant to the Option,
the Option Exercise Price, the term of the Option, vesting schedule and such other terms, conditions and limitations
established by the Committee as are consistent with the terms of the Plan. The Award Agreement shall identify the Option as a
Non-Qualified Stock Option or an Incentive Stock Option. Notwithstanding the foregoing, the Company shall have no liability
to any Participant or any other person if an Option designated as an Incentive Stock Option fails to qualify as such at any
time or if an Option is determined to constitute “nonqualified deferred compensation” within the meaning of
Section 409A of the Code and the terms of such Option do not satisfy the requirements of Section 409A of the Code. The
provisions of separate Options need not be identical, but each Option shall include (through incorporation of provisions
hereof by reference in the Option or otherwise) the substance of each of the following provisions:


9







(a) Term. Subject
to the provisions of Section 5.03 regarding Ten Percent Shareholders, no Option shall be exercisable after the expiration of ten
(10) years from the Date of Grant.


(b) Option Exercise
Price of an Option. Subject to Section 5.03 regarding Ten Percent Shareholders, the Option Exercise Price of each Option
shall not be less than 100% of the Fair Market Value of the Shares subject to the Option on the Date of Grant. Notwithstanding
the foregoing, an Incentive Stock Option may be granted with an Option Exercise Price lower than that set forth in the preceding
sentence if such Option is granted pursuant to an assumption or substitution for another option in a manner satisfying the provisions
of Section 424(a) and 409A of the Code, and a Non-Qualified Stock Option may be granted with an Option Exercise Price lower than
that set forth in the preceding sentence if such Option is granted pursuant to an assumption or substitution for another option
in a manner satisfying the provisions of Section 409A of the Code.


(c) Consideration.
Each Participant who elects to Exercise an Option granted pursuant to the Plan shall be required to give written notice to the
Company of such election and of the number of Shares he or she has elected to purchase, in such form as the Committee shall have
prescribed or approved. At the time of Exercise of the Option, the price of the Shares purchased shall become immediately due
and payable: (i) in cash or by check; (ii) by tendering to the Company Shares of the Company that have been held by the Participant
for at least six months, having a Fair Market Value as of the Date of Exercise equal to the Option Exercise Price; (iii) by any
method established by the Committee to facilitate ownership of Shares, including so-called “cashless exercise”; (iv)
by reduction in the number of Shares otherwise deliverable upon exercise of such Option with a Fair Market Value equal to the
aggregate Option Exercise Price at the time of Exercise; (v) by any combination of the methods of payment described in (i), (ii)
, (iii) or (iv), or (vi) in any other form of legal consideration that may be acceptable to the Committee. Notwithstanding the
foregoing, during any period for which the Shares are publicly traded (i.e., the Common Stock is listed on any national stock
exchange) an Exercise by a Participant that involves or may involve a direct or indirect extension of credit or arrangement of
an extension of credit by the Company, directly or indirectly, in violation of Section 402(a) of the Sarbanes-Oxley Act of 2002
shall be prohibited with respect to any Award under the Plan.


(d) Option Transferability.
An Option shall not be transferable except by will, by the laws of descent and distribution, or pursuant to a domestic relations
order entered into by a court of competent jurisdiction, and shall be exercisable during the lifetime of the Optionee only by
the Optionee. Notwithstanding the foregoing, the Optionee may, by delivering written notice to the Company, in a form satisfactory
to the Company designate a third party who, in the event of the death of the Optionee, shall thereafter be entitled to Exercise
the Option.


6.02 Termination
of Continuous Service. Unless otherwise provided in the terms of an Award Agreement, a vested Option may be exercised
and paid only: (a) while the Participant is an Employee, a Director or a Consultant to the Company, or an Affiliate, and (b)
has maintained Continuous Service as an Employee, a Director or a Consultant since the Date of Grant of the Option, provided
however, if the Continuous Service of an Optionee is terminated:


(a) as a result of the Optionee’s
Disability, such Optionee may, but only within a one (1) year period from the date of such termination of Continuous Service (and
no later than the date that the Option would otherwise expire), Exercise the Option to the extent the Optionee was entitled to
Exercise it at the date of such termination of Continuous Service;


(b) as a result of the Optionee’s
death, to the extent the Optionee was entitled to Exercise the Option immediately prior to the Optionee’s death, such Option
of the deceased Optionee may be Exercised, but only within one (1) year from the date of the Optionee’s death (and no later
than the date on which such Option would otherwise expire), by the person or persons (including the Optionee’s estate) to
whom the Optionee’s rights under such Option shall have passed by will or by the laws of descent and distribution;


(c) as a result of the Optionee’s
Retirement, the Optionee may Exercise his or her currently exercisable Options for up to one year from the date of his or her
Retirement (but not beyond the date when the Option would


10







otherwise expire); however, if exercisable Incentive
Stock Options are not Exercised within 90 days of Retirement, they will convert automatically to Non-Qualified Stock Options;
and


(d) as a result of termination
without Cause, layoff or position elimination, the Optionee may Exercise vested Options for up to 90 days (but no later than the
date the Option would expire) following the date of such termination.


On the date of termination of Continuous Service,
all unvested Options shall be cancelled.


6.03 Incentive Stock
Option Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) of Shares with
respect to which Incentive Stock Options are exercisable for the first time by any Optionee during any calendar year (under all
plans of the Company and its Affiliates) exceeds the limitation imposed by Section 422 of the Code (currently $100,000), the Options
or portions thereof which exceed such limit (according to the order in which they were granted) shall be treated as Non-Qualified
Stock Options.


6.04 Incentive Stock
Option Qualifying Disposition. With respect to Shares acquired as a result of the Exercise of an Incentive Stock Option,
any disposition of such Shares other than by will or by the laws of descent and distribution before the later of the expiration
of the two (2) year period beginning on the Date of Grant of such Incentive Stock Option, or the expiration of the one (1) year
period beginning on the date of the transfer of such Shares pursuant to such Exercise, will not be prohibited by the Plan, but
may disqualify the disposition from receiving favorable tax treatment under Section 421(a) of the Code. The Committee may require
an Optionee to give prompt notice (as described below) to the Company concerning any disposition of Shares received upon the Exercise
of an Incentive Stock Option within: (i) two (2) years from the date of granting such Incentive Stock Option to such Optionee;
(ii) one (1) year from the transfer of such shares of Stock to such Optionee or (iii) such other period as the Committee may from
time to time determine. The Committee may direct in the applicable Award Agreement that an Optionee with respect to an Incentive
Stock Option undertake to give such notice described in the preceding sentence at such time and containing such information as
the Committee may prescribe, and/or that the certificates or book entry registration evidencing Shares acquired by Exercise of
an Incentive Stock Option refer to such requirement to give such notice. Notice means written notification actually received by
the Company at its executive offices on a day when the Company’s executive offices are open for business, or, if received
after such time, such notice shall be deemed received on the next such day, which notice may be delivered in such manner as may
be prescribed from time to time by the Committee.


Article 7. Stock Appreciation Rights.


7.01 General.
Each Stock Appreciation Right granted under the Plan shall be evidenced by an Award Agreement. Each Stock Appreciation Right
so granted shall be subject to the conditions set forth in this Article 7, and to such other conditions not inconsistent with
the Plan as may be reflected in the applicable Award Agreement.


7.02 Term. The
term of a Stock Appreciation Right granted under the Plan shall be determined by the Committee; provided, however, no Stock Appreciation
Right shall be exercisable later than the tenth anniversary of the Date of Grant.


7.03 Exercise and
Payment. Upon exercise of a Stock Appreciation Right, the Participant shall be entitled to receive from the Company
in cash (unless otherwise provided) an amount equal to the number of Shares subject to the Stock Appreciation Right that is
being Exercised multiplied by the excess of: (i) the Fair Market Value of a Share on the date the Award is exercised, over
(ii) the exercise price specified in the Stock Appreciation Right. Payment shall be made in the form of Shares (with or
without restrictions as to substantial risk of forfeiture and transferability, cash or a combination thereof, as determined
by the Committee.


7.04 Exercise
Price. The exercise price of a Stock Appreciation Right shall be determined by the Committee, but shall not be less
than 100% of the Fair Market Value of one Share on the Date of Grant of such Stock Appreciation Right. A Stock Appreciation
Right, by its terms, shall be exercisable only when the Fair Market Value per Share subject to the Stock Appreciation Right
exceeds the exercise price per Share thereof.


11







7.05 Stock Appreciation
Right Transferability. A Stock Appreciation Right shall not be transferable except by will, by the laws of descent and
distribution, or pursuant to a domestic relations order entered into by a court of competent jurisdiction, and shall be exercisable
during the lifetime of the Participant.


7.06 Termination
of Continuous Service. Unless otherwise provided in the terms of an Award Agreement, a vested Stock Appreciation
Right may be exercised and paid only: (a) while the Participant is an Employee, a Director or a Consultant to the Company, or
an Affiliate, and (b) has maintained Continuous Service as an Employee, a Director or a Consultant since the Date of Grant of
the Stock Appreciation Right, provided however, if the Continuous Service of a Participant is terminated:


(a) as a result of the Participant’s
Disability, such Participant may, but only within a one (1) year period from the date of such termination of Continuous Service
(and no later than the date that the Stock Appreciation Right would otherwise expire), Exercise the Stock Appreciation Right to
the extent the Participant was entitled to Exercise the Stock Appreciation Rightat the date of such termination of Continuous
Service;


(b) as a result of the Participant’s
death, to the extent the Participant was entitled to Exercise the Stock Appreciation Right immediately prior to the Participant’s
death, such Stock Appreciation Right of the deceased participant may be Exercised, but only within one (1) year from the date
of the Participant’s death (and no later than the date on which such Stock Appreciation Right would otherwise expire), by
the person or persons (including the Participant’s estate) to whom the Participant’s rights under such Stock Appreciation
Agreement shall have passed by will or by the laws of descent and distribution;


(c) as a result of the Participant’s
Retirement, the Participant may Exercise his or her currently exercisable Stock Appreciation Rights for up to one year from the
date of his or her Retirement (but not beyond the date when the Stock Appreciation Rights would otherwise expire); and


(d) as a result of
termination without Cause, layoff or position elimination, the Participant may Exercise vested Stock Appreciation Rights for
up to 90 days (but no later than the date the Stock Appreciation Right would expire) following the date of such termination.


On the date of termination of Continuous Service, all unvested Stock Appreciation Rights shall be cancelled.


Article 8. Restricted Awards.


8.01 General.
A Restricted Award is an Award of actual Shares (“Restricted Stock”) or Common Stock units (“Restricted
Stock Units”) having a value equal to the Fair Market Value of an identical number of Shares that shall provide that
such Restricted Award may not be sold, assigned, transferred or otherwise disposed of, pledged or hypothecated as collateral for
a loan or as security for the performance of any obligation (the “Restricted Period”). Each Restricted Award
so granted shall be subject to the conditions set forth in this Article 8, and to such other conditions not inconsistent with
the Plan, as may be reflected in the applicable Award Agreement.


8.02 Restricted Stock.
If the Committee determines that the Restricted Stock shall be held by the Company or in escrow rather than delivered to the Participant
pending the release of the applicable restrictions, the Committee may require the Participant to execute and deliver to the Company
(A) an escrow agreement satisfactory to the Committee, if applicable and (B) the appropriate blank stock power with respect to
the Restricted Stock covered by such agreement. If a Participant fails to execute an Award Agreement evidencing a Restricted Stock
Award and, if applicable, an escrow agreement and stock power, or such other agreements and documents, the Award shall be null
and void. Subject to the restrictions set forth in the Award, the Participant generally shall have the rights and privileges of
a shareholder as to such Restricted Stock, including the right to vote such Restricted Stock.


8.03 Dividend Equivalents
on Restricted Stock. At the discretion of the Committee, a Participant may be granted the right to receive dividends;
provided that any cash dividends and stock dividends with respect to the Restricted Stock shall be withheld by the Company for
the Participant’s account, and interest may be credited on the amount of the cash dividends withheld at a rate and subject
to such terms as determined by the Committee. The cash dividends or stock dividends withheld shall be distributed to the Participant
in cash or, at the discretion of the Committee, in shares of Common Stock having a Fair Market Value equal to the amount of such
dividends, if


12







applicable, upon the release of restrictions
on such share and, if such share is forfeited, the Participant shall have no right to such dividends.


8.04 Restricted Stock
Units. The terms and conditions of a grant of Restricted Stock Units shall be reflected in an Award Agreement. No Shares
shall be issued at the time a Restricted Stock Unit is granted, and the Company will not be required to set aside a fund for the
payment of any such Award. A Participant shall have no voting rights with respect to any Restricted Stock Units granted hereunder.


8.05 Dividend Equivalents
on Restricted Stock Units. At the discretion of the Committee, each Restricted Stock Unit (representing one Share) may
be credited with cash, Shares or other property equivalent to all or a portion of the dividends paid with respect to the outstanding
Common Stock paid by the Company in respect of one Share (“Dividend Equivalents”). Dividend Equivalents shall
be withheld by the Company for the Participant’s account, and interest may be credited on the amount of cash Dividend Equivalents
withheld at a rate and subject to such terms as determined by the Committee. Dividend Equivalents credited to a Participant’s
account and attributable to any particular Restricted Stock Unit (and earnings thereon, if applicable) shall be distributed in
cash or, at the discretion of the Committee, in Shares having a Fair Market Value equal to the amount of such Dividend Equivalents
and earnings, if applicable, to the Participant upon settlement of such Restricted Stock Unit and, if such Restricted Stock Unit
is forfeited, the Participant shall have no right to such Dividend Equivalents.


8.06 Restrictions on
Restricted Awards.


(a) Restricted Stock awarded
to a Participant shall be subject to the following restrictions until the expiration of the Restricted Period, and to such other
terms and conditions as may be set forth in the applicable Award Agreement: (A) if an escrow arrangement is used, the Participant
shall not be entitled to delivery of the stock certificate, or exercise control over a book entry account; (B) the Shares shall
be subject to the restrictions on transferability set forth in the Award Agreement or the Plan; (C) the Shares shall be subject
to forfeiture to the extent provided in the applicable Award Agreement; and (D) to the extent such Shares are forfeited,
the stock certificates shall be returned to the Company, or book entry positions cancelled, and all rights of the Participant
to such Shares and as a shareholder with respect to such Shares shall terminate without further obligation on the part of the
Company.


(b) A Restricted Stock
Units Award shall be subject to forfeiture until the expiration of the Restricted Period, and satisfaction of any applicable
Performance Goals during such period, to the extent provided in the applicable Award Agreement. If the Restricted Stock Units
are forfeited, all rights of the Participant to such Restricted Stock Units shall terminate without further obligation on the
part of the Company.


(c) The Committee shall have
the authority to remove any or all of the restrictions on the Restricted Stock and Restricted Stock Units whenever it may determine
that, by reason of changes in Applicable Laws or other changes in circumstances arising after the date the Restricted Stock or
Restricted Stock Units are granted, such action is appropriate.


8.07 Delivery of Shares for Restricted
Stock and Settlement of Restricted Stock Units.


(a) Delivery of Shares for
Restricted Stock. Upon the expiration of the Restricted Period with respect to any Shares of Restricted Stock, the restrictions
set forth in Section 8.04 and the applicable Award Agreement shall be of no further force or effect with respect to such Shares.
If an escrow arrangement is used, upon such expiration, the Company shall cause a book entry notation to be made or deliver to
the Participant, or his or her beneficiary, without charge, the stock certificate or book entry notation evidencing the Shares
of Restricted Stock that have been released from forfeiture restrictions, plus any cash dividends or stock dividends credited
to the Participant’s account with respect to such Restricted Stock and the interest thereon, if any.


(b) Settlement of Restricted
Stock Units. Upon the expiration of the Restricted Period with respect to any outstanding Restricted Stock Units, the Company
shall deliver to the Participant, or his or her beneficiary, without charge, one Share for each such outstanding Restricted Stock
Unit (“Vested Unit”) and cash equal to any Dividend Equivalents credited with respect to each such Vested Unit
in accordance with Section 8.03 hereof and the


13








interest thereon or, at the discretion of the
Committee, in Shares having a Fair Market Value equal to such Dividend Equivalents and the interest thereon, if any; provided,
however, that, if explicitly provided in the applicable Award Agreement, the Committee may, in its sole discretion, elect to pay
part cash and part Shares in lieu of delivering only Shares for Vested Units. If a cash payment is made in lieu of delivering
Shares, the amount of such payment shall be equal to the Fair Market Value of the Shares as of the date on which the Restricted
Period lapsed with respect to each Vested Unit.


8.08 Stock Certificate
Restrictions. Each certificate, or book entry account, representing Restricted Stock awarded under the Plan shall bear
a legend in such form, or be subject to transfer restrictions, as the Company deems appropriate.


8.09 Restricted Award
Transferability. A Restricted Award shall not be transferable except by will, by the laws of descent and distribution,
or pursuant to a domestic relations order entered into by a court of competent jurisdiction.


8.10 Termination
of Continuous Service. Unless otherwise provided in the terms of an Award Agreement, a time-vested Restricted Award
may vest and be paid only: (a) while the Participant is an Employee, a Director or a Consultant to the Company, or an
Affiliate, and (b) has maintained Continuous Service as an Employee, a Director or a Consultant since the Date of Grant of
the Restricted Award, unless the Participant’s Continuous Service ceases by reason of the Participant’s
termination without Cause, layoff, position elimination, death, Disability or Retirement.


Article 9. Performance Share Awards.


9.01 Grant of Performance
Share Awards. Each Performance Share Award granted under the Plan, in Common Stock or share units based upon the performance
of the Company during a Performance Period, shall be evidenced by an Award Agreement. Each Performance Share Award so granted
shall be subject to the conditions set forth in this Article 9, and to such other conditions not inconsistent with the Plan as
may be reflected in the applicable Award Agreement.


9.02 Earning Performance
Share Awards. The number of Performance Shares earned by a Participant will depend on the extent to which the Performance
Goals established by the Committee are attained within the applicable Performance Period, as determined by the Committee.


9.03 Dividend
Equivalents on Performance Share Awards. At the discretion of the Committee, each Performance Share Award
(representing one Share) may be credited with Dividend Equivalents. Dividend Equivalents shall be withheld by the Company for
the Participant’s account, and interest (for cash-settled Dividend Equivalents) or additional Dividend Equivalents (for
stock-settled Dividend Equivalents) may be credited on the amount of Dividend Equivalents withheld at a rate and subject to
such terms as determined by the Committee. Dividend Equivalents credited to a Participant’s account and attributable to
any particular Performance Share Award (and earnings thereon, if applicable) shall be distributed in cash or, at the
discretion of the Committee, in Shares having a Fair Market Value equal to the amount of such Dividend Equivalents and
earnings, if applicable, to the Participant upon settlement of such Performance Share Award and, if such Performance Share
Award is unearned or is forfeited, the Participant shall have no right to such Dividend Equivalents.


9.04 Termination of
Continuous Service. Unless otherwise approved by the Committee at time of grant or in the Award Agreement, if the Continuous
Service of a Participant is terminated for any reason a Performance Share Award will not vest and will be forfeited as provided
in accordance with Article 11.


14







Article 10. Performance Compensation Awards.


10.01 General.
The Committee shall have the authority, at the time of grant of any Award described in the Plan, to designate an Award as a Performance
Compensation Award in order to qualify such Award as “performance-based compensation”. In addition, the Committee
shall have the authority to make an Award of a cash bonus to any Participant and designate such Award as a Performance Compensation
Award in order to qualify such Award as “performance-based compensation” under the Plan.


10.02 Eligibility.
The Committee will, in its sole discretion, designate within the first 90 days of a Performance Period the Participants that
are eligible to receive Performance Compensation Awards in respect of such Performance Period. However, designation of a
Participant eligible to receive an Award hereunder for a Performance Period shall not in any manner entitle the Participant
to receive payment in respect of any Performance Compensation Award for such Performance Period. The determination as to
whether or not such Participant becomes entitled to payment in respect of any Performance Compensation Award shall be decided
solely in accordance with the provisions of this Article 10.


10.03 Discretion of
Committee with Respect to Performance Compensation Awards. With regard to a particular Performance Period, the Committee
shall have full discretion to select the length of such Performance Period (provided any such Performance Period shall be not
less than one fiscal quarter in duration), the type(s) of Performance Compensation Awards to be issued, the Performance Criteria
that will be used to establish the Performance Goal(s), the kind(s) and/or level(s) of the Performance Goal(s) that is (are) to
apply to the Performance Formula. Within the first 90 days of a Performance Period, the Committee shall, with regard to the Performance
Compensation Awards to be issued for such Performance Period, exercise its discretion with respect to each of the matters enumerated
in the immediately preceding sentence of this Section 10.03 and record the same in writing.


10.04 Payment of Performance
Compensation Awards.


(a) Condition to Receipt
of Payment. Unless otherwise provided in the applicable Award Agreement, a Participant must be employed by the Company
on the last day of a Performance Period to be eligible for payment in respect of a Performance Compensation Award for such Performance
Period.


(b) Limitation.
A Participant shall be eligible to receive payment in respect of a Performance Compensation Award only to the extent that: (A)
the Performance Goals for such period are achieved; and/or (B) the Performance Formula, as applied against such Performance Goals
indicates that all or some portion of such Participant’s Performance Compensation Award has been earned for the Performance
Period.


(c) Certification.
Following the completion of a Performance Period, the Committee shall review and approve whether, and to what extent, the Performance
Goals for the Performance Period have been achieved and, if so, calculate and approve the amount of the Performance Compensation
Awards earned for the period based upon the Performance Formula. The Committee shall then determine the amount of each Participant’s
Performance Compensation Award for the Performance Period.


(d) Use of Discretion.
In determining the amount of an individual Performance Compensation Award for a Performance Period, the Committee may reduce or
eliminate the amount of the Performance Compensation Award earned under the Performance Formula in the Performance Period if,
in its sole judgment, such reduction or elimination is appropriate. The Committee shall not have the discretion to grant or provide
payment in respect of Performance Compensation Awards for a Performance Period if the Performance Goals for such Performance Period
have not been attained.


(e) Timing of Award
Payments. Performance Compensation Awards granted for a Performance Period shall be paid to Participants as soon as administratively
practicable following completion of the certifications required by this Article 10, but in no event earlier than the end of the
Performance Period or later than June 30 of the calendar year following the calendar year during which the Performance Period
is completed. Payment of Awards to an individual Employee may be subject to an election to defer receipt under a nonqualified
deferred compensation plan maintained by the Company.


15







Article 11. Vesting.


11.01 General.
The Committee shall specify the vesting schedule or conditions of each Award. It shall be a condition to the vesting of any Award
made under the Plan, whether or not set forth in an Award Agreement, that the Participant render Continuous Service to the Company
or an Affiliate through the applicable vesting date or dates.


Notwithstanding any other
provision of the Plan, Awards granted under the Plan, other than cash-based awards, shall vest no earlier than the first anniversary
of the date on which the Award is granted (the “Minimum Vesting Requirement”); provided, that the following
Awards shall not be subject to the foregoing: (i) any substitute Awards granted in connection with awards that are assumed, converted
or substituted pursuant to a merger, acquisition or similar transaction entered into by the Company or any of its Affiliates;
(ii) Shares delivered in lieu of fully vested cash obligations and (iii) any additional Awards the Committee may grant, up to
a maximum of five percent (5%) of the available Share reserve authorized for issuance under the Plan pursuant to Section 4.01;
and, provided further, that the Minimum Vesting Requirement does not apply to the Committee’s discretion to provide for
accelerated exercisability or vesting of any Award in cases of Retirement, death, Disability, a Change in Control, termination
without Cause, layoff or position elimination as set forth in the Plan.


11.02 Time-Vested Awards
and Dividend Equivalents.


(a)  Three
Year Cliff Vesting Standard. Awards that have a time or service-based vesting schedule and are not subject to performance
vesting requirements (“Time-Vested Awards”) will vest and become Exercisable, or have lapse of forfeiture restrictions,
as applicable, (unless the Committee provides otherwise in the Award Agreement) on the third anniversary of the Date of Grant.


(b)  Accelerated
Vesting of Time-Vested Awards. All Stock Option and Stock Appreciation Rights Time-Vested Awards shall (unless the Committee
provides otherwise in the Award Agreement) automatically vest upon termination without Cause, layoff, position elimination, death,
Disability or Retirement. Forfeiture restrictions on Restricted Stock Time-Vested Awards shall (unless the Committee provides
otherwise in the Award Agreement) automatically lapse upon termination without Cause, layoff, position elimination, death or Disability,
but shall not automatically lapse upon Retirement. Forfeiture restrictions on Restricted Stock Unit Time-Vested Awards shall (unless
the Committee provides otherwise in the Award Agreement) automatically lapse upon termination without Cause, layoff, position
elimination, death, Disability or Retirement; provided, however, if a Restricted Stock Unit Time-Vested Award becomes payable
upon Retirement (and such Retirement constitutes a separation from service within the meaning of Code Section 409A), such Restricted
Stock Unit Time-Vested Award will not be paid until the date that is six months following such date of Retirement.


(c) Minimum One Year
Vesting for Time-Vested Awards. In no event will the Committee, establish an initial vesting period or initial term in
an Award Agreement for a Restricted Stock or Restricted Stock Unit Time Vested Award that is less than one year after the Date
of Grant and, provided further, that the foregoing restriction does not apply to the Committee’s discretion to provide for
accelerated exercisability or vesting of any Award, including in cases of Retirement, death, Disability, a Change in Control,
termination without Cause, layoff or position elimination, in the terms of the Award Agreement or otherwise.


(d)  Retirement
Vesting. In the case of Restricted Stock Units that vest pursuant to Article 11 (and subject to the six-month delay for
payment of Time-Vested Restricted Stock Units payable upon Retirement), such Awards shall be settled no later than two and a half
months following the end of the year in which such Award vests.


11.03 Performance Awards.


(a)  General.
Each Performance Share Award shall be subject to the Committee determination, based on Performance Goals for the Performance Periods
to which such Award relates, as to whether the Award is earned and the extent to which it is earned.


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(b)  Minimum
One Year Vesting for Performance Share Awards. In no event will the Committee, establish an initial vesting period or
initial term in an Award Agreement for a Performance Award that is less than one year after the Date of Grant and, provided further,
that the foregoing restriction does not apply to the Committee’s discretion to provide for accelerated exercisability or
vesting of any Award, including in cases of Retirement, death, Disability, a Change in Control, termination without Cause, layoff
or position elimination in the terms of the Award Agreement or otherwise.


(c)  Retirement
Vesting. Upon a Participant’s Retirement prior to the end of a Performance Period, the Committee may (i) determine
the extent to which Performance Goals with respect to such Performance Period have been met during or with respect to the period
of the Participant’s active employment, and (ii) cause to be paid to the applicable Participant partial or full Awards for
such future Performance Period based upon the Committee’s determination of the degree of attainment of Performance Goals.
Unless otherwise approved by the Committee at time of grant or in the Award Agreement, if the Continuous Service of a Participant
is terminated for any reason a Performance Award will not vest and will be forfeited.


11.04 Treatment of Dividends
and Dividend Equivalents on Unvested Awards. Notwithstanding any other provision of the Plan to the contrary, with respect
to any Award that provides for or includes a right to dividends or dividend equivalents, if dividends are declared during the
period that an Award is outstanding, such dividends (or dividend equivalents) shall either: (i) not be paid or credited with respect
to such Award or (ii) be accumulated but remain subject to vesting requirement(s) to the same extent as the applicable Award and
shall only be paid at the time or times such vesting requirement(s) are satisfied. In no event shall dividends or dividend equivalents
be paid with respect to Options or Stock Appreciation Rights under the Plan.


Article 12. Changes in Capital Structure.


12.01 Adjustment Upon
Changes in the Common Stock. In the event of any change in the Common Stock through merger, consolidation, reorganization,
recapitalization, reincorporation, stock split, stock dividend or other change in the corporate structure of the Company, the
Committee shall appropriately adjust the maximum number of Shares subject to the Plan, all Awards then currently outstanding,
and the exercise price of Options and Stock Appreciation Rights, so that upon Exercise, the Participant shall receive the same
number of Shares in exchange for the same aggregate exercise price he or she would have received had he or she been the holder
of all Shares subject to his or her outstanding Options and Stock Appreciation Rights immediately before the effective date of
such change in the capital structure of the Company, and the benefits, rights and features relating to Shares underlying Restricted
Awards shall be appropriately adjusted consistent with such change in such manner as the Committee may deem equitable to prevent
substantial dilution or enlargement of the rights granted to, or available for, participants in the Plan. Any such adjustment
shall not result in the issuance of fractional shares, and the Committee shall round down the number of Shares subject to any
outstanding Award unless the transaction that resulted in the capital structure change specifically authorizes a rounding up of
the shares. Each such adjustment shall be made in such manner so as not to constitute a “modification” in the case
of Incentive Stock Options as defined in Section 424 of the Code and in the case of Non-Qualified Stock Options, in such manner
so as not to constitute a “modification” within the meaning of Section 409A of the Code. Any adjustments made under
this Section 12.01 shall be made in a manner which does not adversely affect the exemption provided pursuant to Rule 16b-3 under
the Exchange Act.


12.02 Adjustment Binding.
Any adjustment by the Committee pursuant to this Article 12 in the number of Shares subject to the Plan or to any outstanding
Award, or to the exercise price stated in any Option or Stock Appreciation Right, or to the benefits, rights and features relating
to Restricted Awards, shall be final, binding and conclusive. Notice of any adjustment shall be given by the Company to each Participant
holding an Award which shall have been so adjusted.


12.03 Adjustment to
Grants. The grant of an Award pursuant to the Plan shall not affect in any way the right or power of the Company to make
adjustments, reclassifications, reorganizations or changes in its capital or business structure or to merge, consolidate, dissolve,
liquidate, sell or transfer all or any part of its business or assets.


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Article 13. Effect of Change in Control.


13.01 General.
Unless otherwise provided in an Award Agreement, notwithstanding any provision of the Plan to the contrary, in the event of a
Participant’s termination of Continuous Service without Cause during the 12-month period following a Change in Control,
notwithstanding any provision of the Plan or any applicable Award Agreement to the contrary, all Options and Stock Appreciation
Rights shall become immediately exercisable with respect to 100% of the Shares subject to such Options or Stock Appreciation Rights,
and/or the Restricted Period shall expire immediately with respect to 100% of the shares of Restricted Stock or Restricted Stock
Units as of the date of the Participant’s termination of Continuous Service.


13.02 Committee Discretion.
In the event of a Change in Control, the Committee may in its discretion and upon at least 10 days’ advance notice to the
affected persons, cancel any outstanding Awards and pay to the holders thereof, in cash or stock, or any combination thereof,
the value of such Awards based upon the price per Share received or to be received by other shareholders of the Company. In the
case of any Option or Stock Appreciation Right with an exercise price that equals or exceeds the price paid for a Share in connection
with the Change in Control, the Committee may cancel the Option or Stock Appreciation Right without the payment of consideration
therefor.


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


Article 14. Registration of Stock.


14.01 General.
No Option granted pursuant to the Plan shall be exercisable, nor shall Restricted Stock vest, in whole or in part, if at any time
the Committee shall determine in its discretion that the listing, registration or qualification of the Shares subject to such
Option or the Restricted Stock on any securities exchange or under any applicable law, or the consent or approval of any governmental
regulatory body, is necessary or desirable as a condition of, or in connection with, the granting of such Option (or the issuance
of Shares thereunder) or the vesting of such Restricted Stock, unless such listing, registration, qualification, consent or approval
may be effected or obtained free of any conditions not acceptable to the Committee.


14.02 Restrictions.
If a registration statement under the Securities Act of 1933 (the “Securities Act”) with respect to the Shares
issuable upon Exercise of any Option, Restricted Stock or other Award granted under the Plan is not in effect at the time of Exercise,
as a condition of the issuance of the Shares, the Committee may require the Participant receiving Shares pursuant to an Award
to give the Committee a written statement, satisfactory in form and substance to the Committee, that he or she is acquiring the
Shares for his or her own account for investment and not with a view to its distribution. The Company may place upon any stock
certificate issued in connection with an Award the following legend or such other legend as the Committee may prescribe to prevent
disposition of the Shares in violation of the Securities Act or any other applicable securities law:


“The shares represented by this certificate
have not been registered under the Securities Act of 1933 (the “Act”) and may not be sold, pledged, hypothecated or
otherwise transferred or offered for sale in the absence of an effective registration statement covering such shares which has
been filed under the Act or a written opinion of counsel for the Company that registration is not required.”


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Article 15. Tax Withholding.


To the extent provided
by the terms of an Award Agreement and subject to the discretion of the Committee, the Participant shall satisfy any federal,
state or local tax withholding obligation relating to the exercise or acquisition of Shares under an Award by any of the
following means (in addition to the Company’s right to withhold from any compensation paid to the Participant by the
Company) or by a combination of such means:


(a) tendering a cash payment;


(b) authorizing the Company to withhold Shares
from the Shares otherwise issuable to the Participant as a result of the Exercise or acquisition of Shares under the Award to
the maximum extent permitted by law or regulation; or


(c) delivering to the Company
previously owned and unencumbered Shares of the Company.


Article 16. Amendment or Termination of the
Plan.


16.01 Amendment of the
Plan. The Board or the Committee may, at any time, amend, modify or suspend the Plan or any provision thereof, or the
Board may terminate the Plan; provided that, except as provided in Article 12, the Board or Committee may not, without the consent
of the shareholders of the Company, make any amendment or modification which:


(a) increases the maximum
number of Shares as to which Awards may be granted under the Plan;


(b) changes the class of eligible Participants;


(c) effects
a Repricing transaction;


(d) increases materially the
benefits accruing to a Participant under the Plan; or


(e) otherwise requires
the approval of the shareholders of the Company under Applicable Laws (including the requirements of Section 422 of the Code)
or listing requirements relating to the Shares.


16.02 Amendments Pertaining
to Qualification. Notwithstanding the provisions of Section 16.01 above, the Board reserves the right to amend or modify
the terms and provisions of the Plan and of any outstanding Awards granted under the Plan to the extent necessary to qualify any
or all Options granted under the Plan for such favorable federal income tax treatment (including deferral of taxation upon Exercise)
as may be afforded employee stock options under Section 422 of the Code, the regulations promulgated thereunder, and any amendments
or replacements thereof.


16.03 Term of the Plan.
Unless previously terminated by the Board, the Plan shall terminate on, and no Award shall be granted after, the tenth anniversary
of the Effective Date of the Plan.


16.04 No Impairment
of Rights. No amendment, modification or termination of the Plan (whether by action of the Board or by expiration of the
Plan term) shall in any manner negatively affect any Award theretofore granted under the Plan without the consent of the Participant
or any person claiming under or through the Participant.


Article 17. General Provisions.


17.01 Non-Uniform Treatment.
No Participant or other person shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity
of treatment of Participants.


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17.02 Shareholders.
No Award shall confer on any Participant any of the rights of a shareholder of the Company unless and until Shares are duly issued
or transferred to the Participant in accordance with the terms of the Award.


17.03 Employment or
Service. Nothing contained in the Plan or any applicable award agreement shall confer upon any employee or other person
any right to continue in the employ or service of the Company or any Affiliate or to interfere in any way with the right of the
Company or any Affiliate to terminate his or her employment or service at any time or increase or decrease his or her compensation
or fees from the rate in existence at the time of granting an Award.


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


17.05 Clawback.
Notwithstanding any other provisions in the Plan or an Award Agreement, any Award which is, or may become, subject to recovery
or forfeiture under any law, regulation, Company policy, or stock exchange listing requirement, will be subject to such recovery,
forfeiture, deductions and clawback as may be required to be made pursuant to any policy implemented by the Company, or to effect
such law, regulation, Company policy or stock exchange listing requirement, to clawback and Award under the Plan.


17.06 Recapitalizations.
Each Award Agreement shall be deemed to contain provisions required to reflect the provisions of Article 12.


17.07 Delivery.
Upon exercise of a right granted under the Plan, the Company shall issue Shares or pay any amounts due within a reasonable period
of time thereafter. Subject to any statutory or regulatory obligations the Company shall issue Shares or pay any amounts due within
a reasonable period of time thereafter.


17.08 Deferral of Awards.
The Committee may establish one or more programs under the Plan to permit selected Participants the opportunity to elect to defer
receipt of consideration upon exercise of an Award, satisfaction of performance criteria, or other event that absent the election
would entitle the Participant to payment or receipt of Shares or other consideration under an Award. The Committee may establish
the election procedures, the timing of such elections, the mechanisms for payments of, and accrual of interest or other earnings,
if any, on amounts, shares or other consideration so deferred, and such other terms, conditions, rules and procedures that the
Committee deems advisable for the administration of any such deferral program.


17.09 Section 409A.
The Plan is intended to comply with Section 409A of the Code to the extent subject thereto, and, accordingly, to the maximum extent
permitted, the Committee shall make a good faith effort to interpret and administer the Plan in compliance therewith. Any payments
described in the Plan that are due within the “short-term deferral period” as defined in Section 409A of the Code
shall not be treated as deferred compensation unless Applicable Laws require otherwise. Notwithstanding anything to the contrary
in the Plan, to the extent required to avoid accelerated taxation and tax penalties under Section 409A of the Code, (a) amounts
that would otherwise be payable and benefits that would otherwise be provided pursuant to the Plan during the six (6) month period
immediately following the Participant’s termination of Continuous Service shall instead be paid on the first payroll date
after the six-month anniversary of the Participant’s separation from service (or the Participant’s death, if earlier),
and (b) amounts payable upon the termination of a Participant’s Continuous Service shall only be payable if such termination
constitutes a “separation from service” within the meaning of Section 409A of the Code. Notwithstanding the foregoing,
neither the Company nor the Committee shall have any obligation to take any action to prevent the assessment of any excise tax
or penalty on any Participant under Section 409A of the Code and neither the Company nor the Committee will have any liability
to any Participant for such tax or penalty.


17.10 Section 16 Compliance.
It is the intent of the Company that the Plan satisfy, and be interpreted in a manner that satisfies, the applicable requirements
of Rule 16b-3 as promulgated under Section 16 of the Exchange Act so that Participants will be entitled to the benefit of Rule
16b-3, or any other rule promulgated under Section


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16 of the Exchange Act, and will not be subject
to short-swing liability under Section 16 of the Exchange Act. Accordingly, if the operation of any provision of the Plan would
conflict with the intent expressed in this Section 17.10, such provision to the extent possible shall be interpreted and/or deemed
amended so as to avoid such conflict.


17.11 Beneficiary Designation.
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.


17.12 Unfunded Plan.
The Plan shall be unfunded. The Company shall not be required to establish any special or separate fund or to make any other segregation
of assets to assure the issuance of Shares or the payment of cash upon Exercise or payment of any Award. Proceeds from the issuance
of Shares pursuant to Awards granted under the Plan shall constitute general funds of the Company. The expenses of the Plan shall
be borne by the Company.


17.13 Acceptance of
Terms and Conditions. By accepting any benefit under the Plan, each recipient of an Award under the Plan and each person
claiming under or through such recipient shall be conclusively deemed to have indicated their acceptance and ratification of,
and consent to, all of the terms and conditions of the Plan and any action taken under the Plan by the Committee, the Company
or the Board, in any case in accordance with the terms and conditions of the Plan.


17.14 Liability.
Any liability of the Company or any Affiliate to any recipient of an Award under the Plan with respect to any Award shall be based
solely upon contractual obligations created by the Plan and the Award Agreement. Neither the Company nor any Affiliate nor any
member of the Committee or the Board, nor any other person participating in any determination of any question under the Plan,
or in the interpretation, administration or application of the Plan, shall have any liability, in the absence of bad faith, to
any party for any action taken or not taken in connection with the Plan, except as may expressly be provided by statute.


17.15 Choice of Law.
The Plan shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to
such state’s choice of law provisions, except as superseded by applicable federal law.


17.16 Severability.
If any of the provisions of the Plan or any Award Agreement is held to be invalid, illegal or unenforceable, whether in whole
or in part, such provision shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability
and the remaining provisions shall not be affected thereby.


17.17 Headings.
The words “Article,” “Section” and “paragraph” shall refer to provisions of the Plan, unless
expressly indicated otherwise. Wherever any words are used in the Plan or any Award agreement in the masculine gender they shall
be construed as though they were also used in the feminine gender in all cases where they would so apply, and wherever any words
are used herein in the singular form they shall be construed as though they were also used in the plural form in all cases where
they would so apply.


Article 18. Effective Date.


The Plan was approved by the
Board on March 15, 2022, and shall be submitted to shareholders for approval at the 2022 Annual Meeting of Shareholders of the
Company. The “Effective Date” of the Plan shall be the date on which such shareholder approval is obtained.


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