Exhibit 10.1


HUDSON GLOBAL, INC.

2009 INCENTIVE STOCK AND AWARDS PLAN

As Amended and Restated


 


As further amended on August 3, 2020


As further amended on May 17, 2022


 


1.            Purposes,
History and Effective Date.


 


(a)            Purpose.
The Hudson Global, Inc. 2009 Incentive Stock and Awards Plan, as amended and restated, has two complementary purposes: (i) to
attract and retain outstanding individuals to serve as officers, directors, employees and consultants and (ii) to increase stockholder
value. The Plan will provide participants incentives to increase stockholder value by offering the opportunity to acquire shares of the
Company’s common stock, receive monetary payments based on the value of such common stock, or receive other incentive compensation,
on the potentially favorable terms that this Plan provides.


 


(b)            History.
Prior to the effective date of this Plan, the Company had in effect the Prior Plan, which was originally effective March 12, 2003.
Upon stockholder approval of this Plan on May 12, 2009, the Prior Plan terminated and no new awards have been granted under the Prior
Plan after such date, although awards granted under the Prior Plan and still outstanding continue to be subject to all terms and conditions
of the Prior Plan, subject to Section 15(c) of this Plan. The Plan was amended and restated effective February 24, 2012
and approved by the Company’s stockholders on April 26, 2012. The Board again amended and restated this Plan effective March 1,
2016 (the “Board Approval Date”), contingent on subsequent stockholder approval of this Plan as amended and restated. Subsequently,
the Board further amended this Plan effective August 3, 2020 and April 1, 2022, contingent on stockholder approval of this Plan
as amended.


 


(c)            Effective
Date. This Plan became effective on, and Awards may be granted under this Plan on and after, the Effective Date. This Plan will terminate
as provided in Section 15.


 


2.            Definitions.
Capitalized terms used in this Plan have the following meanings:


 


(a)            “Affiliate”
has the meaning ascribed to such term in Rule 12b-2 promulgated under the Exchange Act or any successor rule or regulation thereto.


 


(b)            “Amendment
Approval Date” means May 17, 2022.


 


(c)            “Award”
means a grant of Options, Stock Appreciation Rights, Performance Shares, Performance Units, Shares, Restricted Stock, Restricted Stock
Units, an Incentive Award or any other type of award permitted under this Plan. Any Award granted under this Plan shall be provided or
made in such manner and at such time as complies with the applicable requirements of Code Section 409A to avoid a plan failure described
in Code Section 409A(a)(1), including, without limitation, deferring payment to a specified employee or until a specified distribution
event, as provided in Code Section 409A(a)(2).


 


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


 


(e)            “Change
in Control” means the occurrence of any one of the following events:


 


(i)            the
consummation of a consolidation, merger, share exchange or reorganization involving the Company, unless such consolidation, merger, share
exchange or reorganization is a “Non-Control Transaction” (as defined below);


 


(ii)            (A) the
stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or (B) the consummation of the
sale or disposition by the Company of all, or substantially all, of the assets of the Company (in one transaction or a series of
related transactions within any period of 24 consecutive months), other than a sale or disposition by the Company of all, or
substantially all, of the Company’s assets to an entity at least 75% of the combined voting power of the voting securities of
which are owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately
prior to such sale;


 






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(iii)            any
Person (other than (A) the Company, (B) any Subsidiary, (C) a trustee or other fiduciary holding securities under any employee
benefit plan (or any trust forming a part thereof) maintained by the Company or any Subsidiary or (D) a corporation owned, directly
or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of Stock in the Company) is
or becomes the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act), directly or indirectly, of securities
of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company after
the Effective Date pursuant to express authorization by the Board that refers to this exception) representing more than 20% of the then
outstanding shares of Stock or the combined voting power of the Company’s then outstanding voting securities; or


 


(iv)            the
following individuals cease for any reason to constitute a majority of the number of Directors then serving: individuals who, as of the
Board Approval Date, constitute the entire Board and any new Director (other than a Director whose initial assumption of office is in
connection with an actual or threatened election contest) whose appointment or election by the Board or nomination for election by the
Company’s stockholders was approved or recommended by a vote of at least two-thirds of the Directors then still in office who either
were Directors on the Board Approval Date or whose appointment, election or nomination for election was previously so approved or recommended.


 


Notwithstanding the foregoing, no “Change
in Control” shall be deemed to have occurred if there is consummated any transaction or series of integrated transactions immediately
following which the record holders of Stock immediately prior to such transaction or series of transactions continue to have substantially
the same proportionate ownership in an entity that owns all or substantially all of the assets or voting securities of the Company immediately
following such transaction or series of transactions. A “Non-Control Transaction” shall mean a consolidation, merger, share
exchange or reorganization of the Company where (A) the stockholders of the Company immediately before such consolidation, merger,
share exchange or reorganization beneficially own, directly or indirectly, more than 50% of the then outstanding shares of common stock
and the combined voting power of the outstanding voting securities of the corporation resulting from such consolidation, merger, share
exchange or reorganization (the “Surviving Corporation”); (B) the individuals who were members of the Board immediately
prior to the execution of the agreement providing for such consolidation, merger, share exchange or reorganization constitute at least
50% of the members of the board of directors of the Surviving Corporation; and (C) no Person (other than (1) the Company, (2) any
Subsidiary or (3) any employee benefit plan (or any trust forming a part thereof) maintained by the Company, the Surviving Corporation
or any Subsidiary) is or becomes the beneficial owner, directly or indirectly, of securities of the Company (not including in the securities
beneficially owned by such Person any securities acquired directly from the Company after the Effective Date pursuant to express authorization
by the Board that refers to this exception) representing more than 20% of the then outstanding shares of the common stock of the Surviving
Corporation or the combined voting power of the Surviving Corporation’s then outstanding voting securities.


 


(f)            “Code”
means the Internal Revenue Code of 1986, as amended. Any reference to a specific provision of the Code includes any successor provision
and the regulations promulgated under such provision.


 


(g)            “Committee”
means the Compensation Committee of the Board (or a successor committee with the same or similar authority).


 


(h)            “Company”
means Hudson Global, Inc., a Delaware corporation, or any successor thereto.


 


(i)            “Director”
means a member of the Board, and “Non-Employee Director” means a Director who is not an employee of the Company or its Subsidiaries.


 


(j)            “Effective
Date” means May 12, 2009.


 


(k)            “Exchange
Act” means the Securities Exchange Act of 1934, as amended. Any reference to a specific provision of the Exchange Act includes any
successor provision and the regulations and rules promulgated under such provision.


 






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(l)            “Fair
Market Value” means, per Share on a particular date, the last sales price on such date on the national securities exchange on which
the Stock is then traded, as reported in The Wall Street Journal, or if no sales of Stock occur on the date in question, on the last preceding
date on which there was a sale on such exchange. If the Shares are not listed on a national securities exchange, but are traded in an
over-the-counter market, the last sales price (or, if there is no last sales price reported, the average of the closing bid and asked
prices) for the Shares on the particular date, or on the last preceding date on which there was a sale of Shares on that market, will
be used. If the Shares are neither listed on a national securities exchange nor traded in an over-the-counter market, the price determined
by the Committee, in its discretion, will be used. Notwithstanding the foregoing, in the case of the sale of Shares, the actual sale price
shall be the Fair Market Value of such Shares.


 


(m)            “Incentive
Award” means the right to receive a cash payment to the extent Performance Goals are achieved, and shall include “Annual Incentive
Awards” as described in Section 10 and “Long-Term Incentive Awards” as described in Section 11.


 


(n)            “Option”
means the right to purchase Shares at a stated price for a specified period of time.


 


(o)            “Participant”
means an individual selected by the Committee to receive an Award.


 


(p)            “Performance
Goals” means any goals the Committee establishes that relate to one or more of the following with respect to the Company or any
one or more Subsidiaries, Affiliates or other business units: revenues; gross margin; expenses; cost reductions; income, including net
income, operating income, income from continuing operations or margins; earnings or earnings per share, including before taxes, income
taxes, interest, other non-operating expense, special charges, and/or depreciation and amortization; cash flow; debt; ratio of debt to
equity or other financial measure that appears on the Company’s financial statements or is derived from one or more amounts that
appear on the Company’s financial statements; return on stockholders equity, capital, assets or other financial measure that appears
on the Company’s financial statements or is derived from one or more amounts that appear on the Company’s financial statements;
working capital or any of its components, including accounts receivable or accounts payable; assets; stock price; dividend payments; economic
value added; market share; employee engagement; or a combination of any of the foregoing. As to each Performance Goal, the relevant measurement
of performance shall be computed in accordance with generally accepted accounting principles to the extent applicable, but, unless otherwise
determined by the Committee, will exclude the effects of (i) gains or losses on the disposition of a business, (ii) changes
in tax or accounting principles, regulations or laws, (iii) changes in the value of individual balance sheet items in excess of $1,000,000
that impact the income statement, and (iv) mergers or acquisitions, that in all of the foregoing the Company identifies in its audited
financial statements, including footnotes, or the Management’s Discussion and Analysis section of the Company’s annual report.
Where applicable, the Performance Goals may be expressed, without limitation, in terms of attaining a specified level of the particular
criterion or the attainment of an increase or decrease (expressed as absolute numbers or a percentage) in the particular criterion or
achievement in relation to a peer group or other index. The Performance Goals may include a threshold level of performance below which
no payment will be made (or no vesting will occur), levels of performance at which specified payments will be paid (or specified vesting
will occur), and a maximum level of performance above which no additional payment will be made (or at which full vesting will occur).


 


(q)            “Performance
Shares” means the right to receive Shares to the extent Performance Goals are achieved.


 


(r)            “Performance
Units” means the right to receive cash and/or Shares valued in relation to a unit that has a designated dollar value or the value
of which is equal to the Fair Market Value of one or more Shares, to the extent Performance Goals are achieved.


 


(s)            “Person”
has the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof.


 


(t)            “Plan”
means this Hudson Global, Inc. 2009 Incentive Stock and Awards Plan, as may be amended from time to time.


 


(u)            “Prior
Plan” means the Hudson Highland Group, Inc. Long Term Incentive Plan, as amended.


 






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(v)            “Restricted
Stock” means Shares that are subject to a risk of forfeiture and/or restrictions on transfer, which may lapse upon the achievement
or partial achievement of Performance Goals and/or upon the completion of a period of service.


 


(w)            “Restricted
Stock Unit” means the right to receive cash and/or Shares the value of which is equal to the Fair Market Value of one Share.


 


(x)            “Rule 16b-3”
means Rule 16b-3 as promulgated by the United States Securities and Exchange Commission under the Exchange Act.


 


(y)            “Section 16
Participants” means Participants who are subject to the provisions of Section 16 of the Exchange Act.


 


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


 


(aa)     “Stock”
means the Common Stock of the Company, $.001 par value.


 


(bb)     “Stock
Appreciation Right” or “SAR” means the right of a Participant to receive cash, and/or Shares with a Fair Market Value,
equal to the appreciation of the Fair Market Value of a Share during a specified period of time.


 


(cc)     “Subsidiary”
means any corporation, limited liability company or other limited liability entity in an unbroken chain of entities beginning with the
Company if each of the entities (other than the last entities in the chain) owns the stock or equity interest possessing more than fifty
percent (50%) of the total combined voting power of all classes of stock or other equity interests in one of the other entities in the
chain.


 


3.            Administration.


 


(a)            Committee
Administration. In addition to the authority specifically granted to the Committee in this Plan, the Committee has full discretionary
authority to administer this Plan, including but not limited to the authority to (i) interpret the provisions of this Plan, (ii) prescribe,
amend and rescind rules and regulations relating to this Plan, (iii) correct any defect, supply any omission, or reconcile any
inconsistency in any Award or agreement covering an Award in the manner and to the extent it deems desirable to carry this Plan into effect
and (iv) make all other determinations necessary or advisable for the administration of this Plan. All Committee determinations shall
be made in the sole discretion of the Committee and are final and binding on all interested parties.


 


(b)            Delegation
to Other Committees or Officers. To the extent applicable law permits, the Board may delegate to another committee of the Board, or
the Committee may delegate to one or more officers of the Company, any or all of the authority and responsibility of the Committee; provided,
however, that no such delegation is permitted with respect to Awards made to Section 16 Participants at the time any such delegated
authority or responsibility is exercised unless the delegation is to another committee of the Board consisting entirely of Non-Employee
Directors. If the Board has made such a delegation, then all references to the Committee in this Plan include such other committee or
one or more officers to the extent of such delegation.


 


(c)            Indemnification.
The Company will indemnify and hold harmless each member of the Board and the Committee, and each officer or member of any other committee
to whom a delegation under Section 3(b) has been made, as to any acts or omissions, or determination made, with respect to this
Plan or any Award to the maximum extent that the law and the Company’s by-laws permit.


 


4.            Eligibility.
The Committee may designate any of the following as a Participant from time to time: any officer or other employee of the Company or its
Affiliates, an individual that the Company or an Affiliate has engaged to become an officer or employee, a consultant or other independent
contractor who provides services to the Company or its Affiliates, or a Director, including a Non-Employee Director. The Committee’s
designation of a Participant in any year will not require the Committee to designate such person to receive an Award in any other year.
The Committee’s granting of a particular type of Award to a Participant will not require the Committee to grant any other type of
Award to such individual.


 






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5.            Types
of Awards. Subject to the terms of this Plan, the Committee may grant any type of Award to any Participant it selects, but only employees
of the Company or a Subsidiary may receive grants of incentive stock options within the meaning of Code Section 422. Awards may be
granted alone or in addition to, in tandem with, or (subject to the prohibition on repricing contained in Section 15(e)) in substitution
for any other Award (or any other award granted under another plan of the Company or any Affiliate).


 


6.            Shares
Reserved under this Plan.


 


(a)            Plan
Reserve. Subject to adjustment as provided in Section 17, as of the Amendment Approval Date, an aggregate of 250,000 Shares,
plus the number of Shares issuable under Awards outstanding under this Plan as of the Amendment Approval Date, plus the number of Shares
available for issuance under this Plan that have not been made subject to an outstanding Award as of the Amendment Approval Date, plus
the number of Shares described in Section 6(c), are reserved for issuance under this Plan; provided that only 250,000 shares may
be issued pursuant to the exercise of incentive stock options. The Shares reserved for issuance may be either authorized and unissued
Shares or Shares reacquired at any time and now or hereafter held as treasury stock. The aggregate number of Shares reserved under this
Section 6(a) shall be depleted on the date of grant of an Award by the maximum number of Shares, if any, with respect to which
such Award is granted. For purposes of determining the aggregate number of Shares reserved for issuance under the Plan, any fractional
Share shall be rounded to the next highest full Share.


 


(b)            Replenishment
of Shares Under this Plan. If (i) an Award lapses, expires, terminates or is cancelled without the issuance of Shares under,
or the payment of other compensation with respect to Shares covered by, the Award (whether due currently or on a deferred basis), (ii) it
is determined during or at the conclusion of the term of an Award that all or some portion of the Shares with respect to which the Award
was granted will not be issuable, or that other compensation with respect to Shares covered by the Award will not be payable, (iii) Shares
are forfeited under an Award, (iv) Shares are issued under any Award and the Company subsequently reacquires them pursuant to rights
reserved upon the issuance of the Shares, (v) Shares are tendered or withheld to satisfy federal, state or local tax withholding
obligations or (vi) Shares are tendered or withheld in payment of the exercise price of an Option or as a result of the net settlement
of an outstanding Stock Appreciation Right, then such Shares shall be recredited to the Plan’s reserve and may again be used for
new Awards under this Plan, but such Shares may not be issued pursuant to incentive stock options. Notwithstanding the foregoing, in no
event shall Shares purchased by the Company using proceeds from Option exercises be recredited to the Plan’s reserve.


 


(c)            Addition
of Shares from Predecessor Plans. After the Amendment Approval Date, if any Shares subject to awards granted under the Prior Plan
would again become available for new grants under the terms of such plan if such plan were still in effect (taking into account such plan’s
provisions concerning termination or expiration, if any), then those Shares will be available for the purpose of granting Awards under
this Plan, thereby increasing the number of Shares available for issuance under this Plan as determined under the first sentence of Section 6(a).
Any such Shares will not be available for future awards under the terms of the Prior Plan.


 


(d)            Participant
Limitations. Subject to adjustment as provided in Section 17, no Participant may be granted Awards that could result in such
Participant:


 


(i)            receiving
Options for, and/or Stock Appreciation Rights with respect to, more than 200,000 Shares (100,000 Shares for Options and/or Stock Appreciation
Rights granted to a Non-Employee Director Participant) during any fiscal year of the Company;


 


(ii)            receiving
Awards of Restricted Stock and/or Restricted Stock Units relating to more than 200,000 Shares (100,000 Shares for Restricted Stock and/or
Restricted Stock Units granted to a Non-Employee Director Participant) during any fiscal year of the Company;


 


(iii)            receiving,
with respect to an Award of Performance Shares and/or an Award of Performance Units the value of which is based on the Fair Market Value
of a Share, payment of more than 200,000 Shares in respect of any period of two consecutive fiscal years of the Company, or of more than
300,000 Shares in respect of any period of three consecutive fiscal years of the Company;


 






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(iv)            receiving,
with respect to an Annual Incentive Award in respect of any fiscal year of the Company, a cash payment of more than $3,000,000;


 


(v)            receiving,
with respect to a Long-Term Incentive Award and/or an Award of Performance Units the value of which is not based on the Fair Market Value
of a Share, a cash payment of more than $6,000,000 in respect of any period of two consecutive fiscal years of the Company, or of more
than $9,000,000 in respect of any period of three consecutive fiscal years of the Company; or


 


(vi)            receiving
other Stock-based Awards pursuant to Section 12 relating to more than 250,000 Shares during any fiscal year of the Company; provided
that the maximum value of other Stock-based Awards granted during a fiscal year to any Non- Employee Director shall not exceed $400,000
in total value (calculating the value of any such other Stock-based Awards based on the grant date fair value of such Stock-based Awards
for financial reporting purposes and excluding, for this purpose, the value of any dividends or dividend equivalents paid on any Shares
or Awards).


 


7.            Options.
Subject to the terms of this Plan, the Committee will determine all terms and conditions of each Option, including but not limited to:
(a) whether the Option is an “incentive stock option” which meets the requirements of Code Section 422, or a “nonqualified
stock option” which does not meet the requirements of Code Section 422; (b) the grant date, which may not be any day prior
to the date that the Committee approves the grant; (c) the number of Shares subject to the Option; (d) the exercise price, which
may never be less than the Fair Market Value of the Shares subject to the Option as determined on the date of grant; (e) the terms
and conditions of exercise, including vesting; and (f) the term, except that an Option must terminate no later than 10 years after
the date of grant. In all other respects, the terms of any incentive stock option should comply with the provisions of Code Section 422
except to the extent the Committee determines otherwise. Except to the extent the Committee determines otherwise, a Participant may exercise
an Option in whole or part after the right to exercise the Option has accrued, provided that any partial exercise must be for one hundred
(100) Shares or multiples thereof. If an Option that is intended to be an incentive stock option fails to meet the requirements thereof,
the Option shall automatically be treated as a nonqualified stock option to the extent of such failure.


 


8.            Stock
Appreciation Rights. Subject to the terms of this Plan, the Committee will determine all terms and conditions of each SAR, including
but not limited to: (a) whether the SAR is granted independently of an Option or relates to an Option; (b) the grant date, which
may not be any day prior to the date that the Committee approves the grant; (c) the number of Shares to which the SAR relates; (d) the
grant price, which may never be less than the Fair Market Value of the Shares subject to the SAR as determined on the date of grant; (e) the
terms and conditions of exercise or maturity, including vesting; (f) the term, provided that an SAR must terminate no later than
10 years after the date of grant; and (g) whether the SAR will be settled in cash, Shares or a combination thereof. If an SAR is
granted in relation to an Option, then unless otherwise determined by the Committee, the SAR shall be exercisable or shall mature at the
same time or times, on the same conditions and to the extent and in the proportion, that the related Option is exercisable and may be
exercised or mature for all or part of the Shares subject to the related Option. Upon exercise of any number of SARs, the number of Shares
subject to the related Option shall be reduced accordingly and such Option may not be exercised with respect to that number of Shares.
The exercise of any number of Options that relate to a SAR shall likewise result in an equivalent reduction in the number of Shares covered
by the related SAR.


 


9.            Performance
and Stock Awards. Subject to the terms of this Plan, the Committee will determine all terms and conditions of each award of Shares,
Restricted Stock, Restricted Stock Units, Performance Shares or Performance Units, including but not limited to: (a) the number of
Shares and/or units to which such Award relates; (b) whether, as a condition for the Participant to realize all or a portion of the
benefit provided under the Award, one or more Performance Goals must be achieved during such period as the Committee specifies; (c) the
length of the vesting and/or performance period and, if different, the date on which payment of the benefit provided under the Award will
be made; (d) with respect to Performance Units, whether to measure the value of each unit in relation to a designated dollar value
or the Fair Market Value of one or more Shares; and (e) with respect to Performance Units and Restricted Stock Units, whether to
settle such Awards in cash, in Shares, or in a combination of cash and Shares. Performance Shares and Performance Units shall not include
a right to receive dividend payments or dividend equivalent payments with respect to Shares subject to the Award that are not earned due
to the failure to satisfy applicable Performance Goals.


 






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10.            Annual
Incentive Awards. Subject to the terms of this Plan, the Committee will determine all terms and conditions of an Annual Incentive
Award, including but not limited to the Performance Goals, performance period, the potential amount payable, the type of payment, and
the timing of payment, subject to the following: (a) the Committee must require that payment of all or any portion of the amount
subject to the Annual Incentive Award is contingent on the achievement or partial achievement of one or more Performance Goals during
the period the Committee specifies, although the Committee may specify that all or a portion of the Performance Goals subject to an Award
are deemed achieved upon a Participant’s death, disability (as defined by the Committee) or retirement (as defined by the Committee)
or such other circumstances as the Committee may specify; (b) the performance period must relate to a period of at least one fiscal
year of the Company except that, if the Award is made at the time of commencement of employment with the Company or on the occasion of
a promotion, then the Award may relate to a period shorter than one fiscal year; and (c) payment will be in cash except to the extent
that the Committee determines that payment will be in Shares or Restricted Stock, either on a mandatory basis or at the election of the
Participant, having a Fair Market Value at the time of the payment equal to the amount payable with respect to the Annual Incentive Award.


 


11.            Long-Term
Incentive Awards. Subject to the terms of this Plan, the Committee will determine all terms and conditions of a Long-Term Incentive
Award, including but not limited to the Performance Goals, performance period, the potential amount payable, the type of payment, and
the timing of payment, subject to the following: (a) the Committee must require that payment of all or any portion of the amount
subject to the Long-Term Incentive Award is contingent on the achievement or partial achievement of one or more Performance Goals during
the period the Committee specifies, although the Committee may specify that all or a portion of the Performance Goals subject to an Award
are deemed achieved upon a Participant’s death, disability (as defined by the Committee) or retirement (as defined by the Committee)
or such other circumstances as the Committee may specify; (b) the performance period must relate to a period of more than one fiscal
year of the Company except that, if the Award is made at the time of commencement of employment with the Company or on the occasion of
a promotion, then the Award may relate to a shorter period; and (c) payment will be in cash except to the extent that the Committee
determines that payment will be in Shares or Restricted Stock, either on a mandatory basis or at the election of the Participant, having
a Fair Market Value at the time of the payment equal to the amount payable with respect to the Long-Term Incentive Award.


 


12.            Other
Stock-Based Awards. Subject to the terms of this Plan, the Committee may grant to Participants other types of Awards, which may be
denominated or payable in, valued in whole or in part by reference to, or otherwise based on, Shares, either alone or in addition to or
in conjunction with other Awards, and payable in Stock or cash. Without limitation, such Award may include the issuance of shares of unrestricted
Stock, which may be awarded in payment of director fees, in lieu of cash compensation, in exchange for cancellation of a compensation
right, as a bonus, or upon the attainment of Performance Goals or otherwise, or rights to acquire Stock from the Company. The Committee
shall determine all terms and conditions of the Award, including but not limited to, the time or times at which such Awards shall be made,
and the number of Shares to be granted pursuant to such Awards or to which such Award shall relate; provided that any Award that provides
for purchase rights shall be priced at 100% of Fair Market Value on the date of the Award.


 


13.            Minimum
Vesting; Amendment of Minimum Vesting and Performance Periods. Each Award shall have a minimum vesting period of one (1) year;
provided that the Committee may accelerate the vesting of an Award in the event of a Participant’s death, disability (as defined
by the Committee) or retirement (as defined by the Committee) or a Change in Control. Notwithstanding any provision of this Plan that
requires a performance period for an Award, the Committee, at the time an Award is granted or any later date, may subject an Award to
a shorter performance period to take into account a Participant’s hire or promotion, or may deem an Award to be earned, in whole
or in part, in the event of a Participant’s death, disability (as defined by the Committee) or retirement (as defined by the Committee)
or a Change in Control.


 


14.            Transferability.
Awards are not transferable other than by will or the laws of descent and distribution, unless and to the extent the Committee allows
a Participant to: (a) designate in writing a beneficiary to exercise the Award or receive payment under the Award after the Participant’s
death; (b) transfer an Award to the former spouse of the Participant as required by a domestic relations order incident to a divorce;
or (c) transfer an Award; provided, however, that the Participant may not receive consideration for such a transfer of an Award.


 






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15.            Termination
and Amendment of Plan; Amendment, Modification or Cancellation of Awards.


 


(a)            Term
of Plan. Unless the Board or the Committee earlier terminates this Plan pursuant to Section 15(b), this Plan will terminate on
the earlier of (i) the date that is 10 years from the Board Approval Date and (ii) the date when all Shares reserved for issuance
have been issued.


 


(b)            Termination
and Amendment. The Board or the Committee may amend, alter, suspend, discontinue or terminate this Plan at any time, subject to the
following limitations:


 


(i)            the
Board must approve any amendment of this Plan to the extent the Company determines such approval is required by: (A) prior action
of the Board, (B) applicable corporate law or (C) any other applicable law;


 


(ii)            stockholders
must approve any amendment of this Plan to the extent the Company determines such approval is required by: (A) Section 16 of
the Exchange Act, (B) the Code, (C) the listing requirements of any principal securities exchange or market on which the Shares
are then traded or (D) any other applicable law; and


 


(iii)            stockholders
must approve any of the following Plan amendments: (A) an amendment to materially increase any number of Shares specified in Section 6(a) or
6(d) (except as permitted by Section 17); or (B) an amendment to the provisions of Section 15(e).


 


(c)            Amendment,
Modification, Cancellation or Recoupment of Awards.


 


(i)            Except
as provided in Section 15(e) and subject to the requirements of this Plan, the Committee may modify or amend any Award, or waive
any restrictions or conditions applicable to any Award or the exercise of the Award, or amend, modify or cancel any terms and conditions
applicable to any Award, in each case by mutual agreement between the Committee and the Participant or any other person(s) as may
then have an interest in the Award, so long as any such action does not increase the number of Shares issuable under this Plan (except
as permitted by Section 17), but the Committee need not obtain Participant (or other interested party) consent for any such action
that is permitted by the provisions of Section 17(a) or for any such action: (i) to the extent the action is deemed necessary
by the Committee to comply with any applicable law or the listing requirements of any principal securities exchange or market on which
the Shares are then traded; (ii) to the extent the action is deemed necessary by the Committee to preserve favorable accounting or
tax treatment of any Award for the Company; or (iii) to the extent the Committee determines that such action does not materially
and adversely affect the value of an Award or that such action is in the best interest of the affected Participant or any other person(s) as
may then have an interest in the Award. In addition, except as provided in Section 15(e) and subject to the requirements of
this Plan, the Committee may modify or amend any Award granted to a Participant under the Prior Plan, or waive any restrictions or conditions
applicable to any such Award, to include Award terms consistent with the permitted terms of Awards granted under this Plan.


 


(ii)            Any
Awards granted pursuant to this Plan on or after February 24, 2012, and any Stock issued or cash paid pursuant to such an Award,
shall be subject to any recoupment or clawback policy that may be adopted by the Company from time to time and to any requirement of applicable
law, regulation or listing standard that requires the Company to recoup or clawback compensation paid pursuant to such an Award.


 


(d)            Survival
of Authority and Awards. Notwithstanding the foregoing, the authority of the Board and the Committee under this Section 15 will
extend beyond the date of this Plan’s termination. In addition, termination of this Plan will not affect the rights of Participants
with respect to Awards previously granted to them, and all unexpired Awards will continue in force and effect after termination of this
Plan except as they may lapse or be terminated by their own terms and conditions.


 


(e)            Repricing
Prohibited. Notwithstanding anything in this Plan to the contrary, and except for the adjustments provided in Section 17,
neither the Committee nor any other person may decrease the exercise price for any outstanding Option or SAR after the date of
grant, cancel an outstanding Option or SAR in exchange for cash or other securities (other than cash or other securities with a Fair
Market Value equal to the excess of the Fair Market Value of the Shares subject to such Option or SAR at the time of cancellation
over the exercise or grant price for such Shares), or allow a Participant to surrender an outstanding Option or SAR to the Company
as consideration for the grant of a new Option or SAR with a lower exercise price.


 






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(f)            Foreign
Participation. To assure the viability of Awards granted to Participants employed or residing in foreign countries, the Committee
may provide for such special terms as it may consider necessary or appropriate to accommodate differences in local law, tax policy or
custom. Moreover, the Committee may approve such supplements to, or amendments, restatements or alternative versions of, this Plan as
it determines is necessary or appropriate for such purposes. Any such amendment, restatement or alternative versions that the Committee
approves for purposes of using this Plan in a foreign country will not affect the terms of this Plan for any other country. In addition,
all such supplements, amendments, restatements or alternative versions must comply with the provisions of Section 15(b)(ii).


 


16.            Taxes.


 


(a)            Withholding.
In the event the Company or an Affiliate of the Company is required to withhold any federal, state or local taxes or other amounts in
respect of any income recognized by a Participant as a result of the grant, vesting, payment or settlement of an Award or disposition
of any Shares acquired under an Award, the Company may deduct (or require an Affiliate to deduct) from any payments of any kind otherwise
due the Participant cash, or with the consent of the Committee, Shares otherwise deliverable or vesting under an Award, to satisfy such
tax obligations. Alternatively, the Company may require such Participant to pay to the Company, in cash, promptly on demand, or make other
arrangements satisfactory to the Company regarding the payment to the Company of the aggregate amount of any such taxes and other amounts.
If Shares are deliverable upon exercise or payment of an Award, the Committee may permit a Participant to satisfy all or a portion of
the federal, state and local withholding tax obligations arising in connection with such Award by electing to (a) have the Company
withhold Shares otherwise issuable under the Award, (b) tender back Shares received in connection with such Award or (c) deliver
other previously owned Shares, in each case having a Fair Market Value equal to the amount to be withheld; provided that the amount to
be withheld may not exceed the total minimum federal, state and local tax withholding obligations associated with the transaction to the
extent needed for the Company to avoid an accounting charge. If an election is provided, the election must be made on or before the date
as of which the amount of tax to be withheld is determined and otherwise as the Committee requires. In any case, the Company may defer
making payment or delivery under any Award if any such tax may be pending unless and until indemnified to its satisfaction.


 


(b)            No
Guarantee of Tax Treatment. Notwithstanding any provision of this Plan to the contrary, the Company does not guarantee to any Participant
or any other person(s) with an interest in an Award that (i) any Award intended to be exempt from Code Section 409A shall
be so exempt, (ii) any Award intended to comply with Code Section 409A or Code Section 422 shall so comply, or (iii) any
Award shall otherwise receive a specific tax treatment under any other applicable tax law, nor in any such case will the Company or any
Affiliate be required to indemnify, defend or hold harmless any individual with respect to the tax consequences of any Award.


 






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17.            Adjustment
Provisions.


 


(a)            Adjustment
of Shares. If (i) the Company shall at any time be involved in a merger or other transaction in which the Shares are
changed or exchanged; or (ii) the Company shall subdivide or combine the Shares or the Company shall declare a dividend payable
in Shares, other securities (other than any associated preferred stock purchase rights issued pursuant to that certain Amended and
Restated Rights Agreement, dated January 15, 2015, between the Company and Computershare Inc., as rights agent (as may be
extended or otherwise amended from time to time), or similar stock purchase rights that the Company might authorize and issue in the
future) or other property; or (iii) the Company shall effect a cash dividend the amount of which exceeds 10% of the trading
price of the Shares at the time the dividend is declared, or the Company shall effect any other dividend or other distribution on
the Shares in the form of cash, or a repurchase of Shares, that the Board determines by resolution is special or extraordinary in
nature or that is in connection with a transaction that the Company characterizes publicly as a recapitalization or reorganization
involving the Shares; or (iv) any other event shall occur which, in the case of this clause (iv), in the judgment of the
Committee necessitates an adjustment to prevent dilution or enlargement of the benefits or potential benefits intended to be made
available under this Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (A) the
number and type of Shares subject to this Plan (including the number and type of Shares described in Sections 6(a) and 6(d))
and which may after the event be made the subject of Awards under this Plan, including incentive stock options, (B) the number
and type of Shares subject to outstanding Awards, (C) the grant, purchase, or exercise price with respect to any Award, and
(D) the Performance Goals of an Award. In any such case, the Committee may also (or in lieu of the foregoing) make provision
for a cash payment to the holder of an outstanding Award in exchange for the cancellation of all or a portion of the Award (without
the consent of the holder of an Award) in an amount determined by the Committee effective at such time as the Committee specifies
(which may be the time such transaction or event is effective). However, in each case, with respect to Awards of incentive stock
options, no such adjustment may be authorized to the extent that such authority would cause this Plan to violate Code
Section 422(b). Further, the number of Shares subject to any Award payable or denominated in Shares must always be a whole
number. In any event, Options or SARs previously granted to Non-Employee Directors at the time of any event described in this
Section 17(a) are subject to only such adjustments as are necessary to maintain the relative proportionate interest the
Options and SARs represented immediately prior to any such event and to preserve, without exceeding, the value of such Options or
SARs. Without limitation, in the event of any such merger or similar transaction, subdivision or combination of Shares, dividend or
other event described above (other than any such transaction in which the Company is the continuing corporation and in which the
outstanding Stock is not being converted into or exchanged for different securities, cash or other property, or any combination
thereof), the Committee shall substitute, on an equitable basis as the Committee determines, for each Share then subject to an
Award, the number and kind of shares of stock, other securities, cash or other property to which holders of Stock are or will be
entitled in respect of each Share pursuant to the transaction. Notwithstanding the foregoing, if the Company shall subdivide the
Shares or the Company shall declare a dividend payable in Shares, and if no action is taken by the Board or the Committee, then the
adjustments contemplated by this Section 17(a) that are proportionate shall nevertheless automatically be made as of the
date of such subdivision of the Shares or dividend in Shares.


 


(b)            Issuance
or Assumption. Notwithstanding any other provision of this Plan, and without affecting the number of Shares otherwise reserved or
available under this Plan, in connection with any merger, consolidation, acquisition of property or stock, or reorganization, the Committee
may authorize the issuance or assumption of awards under this Plan upon such terms and conditions as it may deem appropriate.


 


18.            Miscellaneous.


 


(a)            Other
Terms and Conditions. The grant of any Award may also be subject to other provisions (whether or not applicable to the Award granted
to any other Participant) as the Committee determines appropriate, including, without limitation, provisions for:


 


(i)            one
or more means to enable Participants to defer the delivery of Shares or recognition of taxable income relating to Awards or cash payments
derived from the Awards on such terms and conditions as the Committee determines, including, by way of example, the form and manner of
the deferral election, the treatment of dividends paid on the Shares during the deferral period or a means for providing a return to a
Participant on amounts deferred, and the permitted distribution dates or events (provided that no such deferral means may result in an
increase in the number of Shares issuable under this Plan);


 


(ii)            the
payment of the purchase price of Options (A) by delivery of cash or other Shares or other securities of the Company (including by
attestation) having a then Fair Market Value equal to the purchase price of such Shares, (B) by delivery (including by fax) to the
Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions to a broker-dealer
to sell or margin a sufficient portion of the Shares and deliver the sale or margin loan proceeds directly to the Company to pay for the
exercise price, (C) by surrendering the right to receive Shares otherwise deliverable to the Participant upon exercise of the Award
having a Fair Market Value at the time of exercise equal to the total exercise price, or (D) by any combination of (A), (B) and/or
(C);


 


(iii)            except
in connection with the grant of Awards of Options and SARs, for which Awards this subsection is not applicable, provisions giving the
Participant the right to receive dividend payments or dividend equivalent payments with respect to the Shares subject to the Award (but
only, in the case of Awards subject to Performance Goals, to the extent the Performance Goals are satisfied), which payments may be either
made currently or credited to a nonqualified deferred compensation account for the Participant that complies with the applicable requirements
of Code Section 409A, provides for the deferral of payment of such amounts to a specified employee or until a specified event described
in Code Section 409A(a) (2), and may be settled in cash or Shares, as the Committee determines;


 






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(iv)            restrictions
on resale or other disposition of Shares; and


 


(v)            compliance
with federal or state securities laws and stock exchange requirements.


 


(b)            Employment
and Service. The issuance of an Award shall not confer upon a Participant any right with respect to continued employment or service
with the Company or any Affiliate, or the right to continue as a Director. Unless determined otherwise by the Committee, for purposes
of the Plan and all Awards, the following rules shall apply:


 


(i)            a
Participant who transfers employment between the Company and its Affiliates, or between Affiliates, will not be considered to have terminated
employment;


 


(ii)            a
Participant who ceases to be a Non-Employee Director because he or she becomes an employee of the Company or an Affiliate shall not be
considered to have ceased service as a Director with respect to any Award until such Participant’s termination of employment with
the Company and its Affiliates;


 


(iii)            with
respect only to Awards granted prior to February 24, 2012, a Participant who ceases to be employed by the Company or an Affiliate
and immediately thereafter becomes a Non-Employee Director, a non-employee director of an Affiliate, or a consultant to the Company or
any Affiliate shall not be considered to have terminated employment until such Participant’s service as a director of, or consultant
to, the Company and its Affiliates has ceased; and


 


(iv)            a
Participant employed by an Affiliate will be considered to have terminated employment when such entity ceases to be an Affiliate.


 


Notwithstanding the foregoing, for purposes of
an Award that is subject to Code Section 409A, if a Participant’s termination of employment with the Company or any of its
Subsidiaries or service triggers the payment of compensation under such Award, then the Participant will be deemed to have terminated
employment or service upon his or her “separation from service” within the meaning of Code Section 409A. Notwithstanding
any other provision in this Plan or an Award to the contrary, if any Participant is a “specified employee” within the meaning
of Code Section 409A as of the date of his or her “separation from service” within the meaning of Code Section 409A,
then, to the extent required to avoid the income inclusion, interest and additional tax imposed by Code Section 409A, any payment
made to the Participant on account of such separation from service shall not be made before a date that is six months after the date of
the separation from service. (c) No Fractional Shares. No fractional Shares or other securities may be issued or delivered pursuant
to this Plan, and the Committee may determine whether cash, other securities or other property will be paid or transferred in lieu of
any fractional Shares or other securities, or whether such fractional Shares or other securities or any rights to fractional Shares or
other securities will be canceled, terminated or otherwise eliminated.


 


(c)            Unfunded
Plan. This Plan is unfunded and does not create, and should not be construed to create, a trust or separate fund with respect to this
Plan’s benefits. This Plan does not establish any fiduciary relationship between the Company and any Participant or other person.
To the extent any person holds any rights by virtue of an Award granted under this Plan, such rights are no greater than the rights of
the Company’s general unsecured creditors.


 


(d)            Requirements
of Law and Securities Exchange. The granting of Awards and the issuance of Shares in connection with an Award are subject to all applicable
laws, rules and regulations and to such approvals by any governmental agencies or national securities exchanges as may be required.
Notwithstanding any other provision of this Plan or any award agreement, the Company has no liability to deliver any Shares under this
Plan or make any payment unless such delivery or payment would comply with all applicable laws and the applicable requirements of any
securities exchange or similar entity, and unless and until the Participant has taken all actions required by the Company in connection
therewith. The Company may impose such restrictions on any Shares issued under the Plan as the Company determines necessary or desirable
to comply with all applicable laws, rules and regulations or the requirements of any national securities exchanges. Notwithstanding
any provision of this Plan or any document pertaining to Awards granted hereunder to the contrary, this Plan shall be so construed, interpreted
and administered to meet the applicable requirements of Code Section 409A to avoid a plan failure described in Code Section 409A(a)(1).


 






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(e)            Governing
Law. This Plan, and all agreements under this Plan, will be construed in accordance with and governed by the laws of the State of
Delaware, without reference to any conflict of law principles.


 


(f)            Limitations
on Actions. Any legal action or proceeding with respect to this Plan, any Award or any award agreement must be brought within one
year (365 days) after the day the complaining party first knew or should have known of the events giving rise to the complaint.


 


(g)            Construction.
Whenever any words are used herein in the masculine, they shall be construed as though they were used in the feminine in all cases where
they would so apply; and wherever any words are used in the singular or plural, they shall be construed as though they were used in the
plural or singular, as the case may be, in all cases where they would so apply. Title of sections are for general information only, and
this Plan is not to be construed with reference to such titles.


 


(h)            Severability.
If any provision of this Plan or any award agreement or any Award (i) is or becomes or is deemed to be invalid, illegal or unenforceable
in any jurisdiction, or as to any person or Award, or (ii) would disqualify this Plan, any award agreement or any Award under any
law the Committee deems applicable, then such provision should be construed or deemed amended to conform to applicable laws, or if it
cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the intent of this Plan,
award agreement or Award, then such provision should be stricken as to such jurisdiction, person or Award, and the remainder of this
Plan, such award agreement and such Award will remain in full force and effect.


 






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