Exhibit 10.1


 


BABCOCK
 & WILCOX ENTERPRISES, INC.


 


2021 LONG-TERM
INCENTIVE PLAN


 


Babcock &
Wilcox Enterprises, Inc., a Delaware corporation, sets forth herein the terms of its 2021 Long-Term Incentive Plan, as follows:


 


PURPOSE


 


The Plan is intended
to enhance the Company’s and its Affiliates’ ability to attract and retain highly qualified employees, officers, Non-Employee
Directors, and Consultants, and to motivate such employees, officers, Non- Employee Directors, and Consultants to serve the Company and
its Affiliates and to expend maximum effort to improve the business results and earnings of the Company, by providing to such persons
an opportunity to acquire or increase a direct proprietary interest in the operations and future success of the Company. To this end,
the Plan provides for the grant of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, and Other Stock-based
Awards. Any of these Awards may, but need not, be made as performance incentives to reward attainment of performance goals in accordance
with the terms hereof. Options may be Non-qualified Stock Options or Incentive Stock Options. Upon becoming effective, the Plan replaces,
and no further awards shall be made under, the Predecessor Plan.


 


DEFINITIONS


 


For purposes
of interpreting the Plan and related documents (including Award Agreements), the following definitions shall apply:


 


“Affiliate”
means any company or other trade or business that “controls,” is “controlled by” or is “under common control”
with the Company within the meaning of Rule 405 of Regulation C under the Securities Act, including, without limitation, any Subsidiary.


 


“Award”
means a grant of an Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, or Other Stock-based Award under the
Plan.


 


“Award
Agreement” means a written agreement between the Company and a Participant, or notice from the Company or an Affiliate to a
Participant, that evidences and sets out the terms and conditions of an Award.


 


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


 


“Change in Control” shall
have the meaning set forth in Section 15.3.2.


 


“Code”
means the Internal Revenue Code of 1986, as now in effect or as hereafter amended. References to the Code shall include the valid
and binding governmental regulations, court decisions and other regulatory and judicial authority issued or rendered thereunder.


 


“Committee”
means the Compensation Committee, any successor committee or any committee or other person or persons designated by the Board to administer
the Plan. The Board will cause the Committee to satisfy the applicable requirements of any stock exchange on which the Common Stock may
then be listed. For purposes of Awards to Participants who are subject to Section 16 of the Exchange Act, Committee means all of the members
of the Committee who are “non-employee directors” within the meaning of Rule 16b-3 adopted under the Exchange Act. All references
in the Plan to the Board shall mean such Committee or the Board.


 


“Common
Stock,” “Stock” or “Share” means a share of common stock of the Company, par value $0.01 per
share.


 


“Company” means Babcock
 & Wilcox Enterprises, Inc., a Delaware corporation, or any successor corporation.


 


“Consultant” means
a natural person (qualifying as an “employee” for purposes of Form S-8) who is neither an employee nor a Non-Employee
Director and who performs services for the Company or an Affiliate pursuant to a contract, provided that those services are not in
connection with the offer or sale of securities in a capital- raising transaction and do not directly or indirectly promote or
maintain a market for the Company’s securities..


 






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“Effective Date” means
May 20, 2021, the date the Plan was approved by the Company’s shareholders.


 


“Exchange Act” means
the Securities Exchange Act of 1934, as now in effect or as hereafter amended.


 


“Fair
Market Value” of a share of Common Stock as of a particular date means (i) if the Common Stock is listed on a national securities
exchange, the closing or last price of the Common Stock on the composite tape or other comparable reporting system for the applicable
date, or if the applicable date is not a trading day, the trading day immediately preceding the applicable date, or (ii) if the shares
of Common Stock are not then listed on a national securities exchange, the closing or last price of the Common Stock quoted by an established
quotation service for over-the-counter securities, or (iii) if the shares of Common Stock are not then listed on a national securities
exchange or quoted by an established quotation service for over-the-counter securities, or the value of such shares is not otherwise determinable,
such value as determined by the Board in good faith in its sole discretion.


 


“Family
Member” means a person who is a spouse, former spouse, child, stepchild, grandchild, parent, stepparent, grandparent, niece,
nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother, sister, brother-in-law, or sister-in-law, including adoptive
relationships, of the applicable individual, any person sharing the applicable individual’s household (other than a tenant or employee),
a trust in which any one or more of these persons have more than fifty percent (50%) of the beneficial interest, a foundation in which
any one or more of these persons (or the applicable individual) control the management of assets, and any other entity in which one or
more of these persons (or the applicable individual) own more than fifty percent (50%) of the voting interests.


 


“Grant
Date” means, as determined by the Board, the latest to occur of (i) the date as of which the Board approves an Award, (ii) the
date on which the recipient of an Award first becomes eligible to receive an Award under Section 6 hereof, or (iii) such other
date as may be specified by the Board in the Award Agreement


 


“Incentive
Stock Option” means an “incentive stock option” within the meaning of Section 422 of the Code, or the corresponding
provision of any subsequently enacted tax statute, as amended from time to time.


 


“Non-Employee
Director” means a member of the Board who is not an officer or employee of the Company or any Subsidiary.


 


“Non-qualified Stock Option”
means an Option that is not an Incentive Stock Option. “Option” means an option to purchase one or more shares
of Stock pursuant to the Plan. “Option Price” means the exercise price for each share of Stock subject to an Option.


“Other
Stock-based Awards” means Awards consisting of Stock units, or other Awards, valued in whole or in part by reference to, or
otherwise based on, Common Stock, other than Options, Stock Appreciation Rights, Restricted Stock, and Restricted Stock Units.


 


“Participant” means
a person who receives or holds an Award under the Plan.


 


“Performance Award” means
an Award made subject to the attainment of performance goals (as described in


Section 12) over a performance period
established by the Committee.


 


“Plan”
means this Babcock & Wilcox Enterprises, Inc. 2021 Long-Term Incentive Plan, as amended from time to time.


 


“Predecessor
Plan” means the Babcock & Wilcox Enterprises, Inc. Amended and Restated 2015 Long-Term Incentive Plan (Amended and Restated
as of June 16, 2020).


 


“Purchase Price” means
the purchase price for each share of Stock pursuant to a grant of Restricted Stock.


 


“Restricted Period” shall
have the meaning set forth in Section 10.1.





 






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“Restricted Stock” means
shares of Stock, awarded to a Participant pursuant to Section 10 hereof.


 


“Restricted
Stock Unit” means a bookkeeping entry representing the equivalent of shares of Stock, awarded to a Participant pursuant to Section
10 hereof.


 


“SAR Exercise Price” means
the per share exercise price of a SAR granted to a Participant under Section 9


hereof.


 


“SEC” means the United
States Securities and Exchange Commission.


 


“Section 409A”means
Section 409A of the Code.


 


“Securities Act” means
the Securities Act of 1933, as now in effect or as hereafter amended.


 


“Separation
from Service” means a termination of Service by a Service Provider, as determined by the Board, which determination shall be
final, binding and conclusive; provided if any Award governed by Section 409A is to be distributed on a Separation from Service, then
the definition of Separation from Service for such purposes shall comply with the definition provided in Section 409A.


 


“Service”
means service as a Service Provider to the Company or an Affiliate. Unless otherwise stated in the applicable Award Agreement, a Participant’s
change in position or duties shall not result in interrupted or terminated Service, so long as such Participant continues to be a Service
Provider to the Company or an Affiliate.


 


“Service
Provider” means an employee, officer, Non-Employee Director, or Consultant of the Company or an Affiliate.


 


“Stock Appreciation Right”
or “SAR” means a right granted to a Participant under Section 9 hereof.


 


“Subsidiary”
means any “subsidiary corporation” of the Company within the meaning of Section 424(f) of the Code.


 


“Substitute
Award” means any Award granted in assumption of or in substitution for an award of a company or business acquired by the Company
or an Affiliate or with which the Company or an Affiliate combines.


 


“Ten
Percent Shareholder” means an individual who owns more than ten percent (10%) of the total combined voting power of all classes
of outstanding stock of the Company, its parent or any of its Subsidiaries. In determining stock ownership, the attribution rules of Section
424(d) of the Code shall be applied.


 


“Termination
Date” means the date that is ten (10) years after the Effective Date, unless the Plan is earlier terminated by the Board under
Section 5.2 hereof.


 


ADMINISTRATION
OF THE PLAN


 


General.


 


The
Board shall have such powers and authorities related to the administration of the Plan as are consistent with the Company’s
certificate of incorporation and bylaws and applicable law. The Board shall have the power and authority to delegate its
responsibilities hereunder to the Committee, which shall have full authority to act in accordance with its charter, and with respect
to the authority of the Board to act hereunder, all references to the Board shall be deemed to include a reference to the Committee,
to the extent such power or responsibilities have been delegated. Except as otherwise may be required by applicable law, regulatory
requirement or the certificate of incorporation or the bylaws of the Company, the Board shall have full power and authority to take
all actions and to make all determinations required or provided for under the Plan, any Award or any Award Agreement, and shall have
full power and authority to take all such other actions and make all such other determinations not inconsistent with the specific
terms and provisions of the Plan that the Board deems to be necessary or appropriate to the administration of the Plan. The
Committee shall administer the Plan; provided that, the Board shall retain the right to exercise the authority of the Committee to
the extent consistent with applicable law and the applicable requirements of any securities exchange on which the Common Stock may
then be listed. The interpretation and construction by the Board of any provision of the Plan, any Award or any Award Agreement
shall be final, binding and conclusive. Without limitation, the Board shall have full and final authority, subject to the other
terms and conditions of the Plan, to:


 






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 (i) designate Participants;




 


 (ii) determine the type or types of Awards to be made to a Participant;




 


 (iii) determine the number of shares of Stock to be subject to an Award;




 


(iv)
establish the terms and conditions of each Award (including, but not limited to, the Option Price of any Option, the nature and
duration of any restriction or condition (or provision for lapse thereof) relating to the vesting, exercise, transfer, or forfeiture
of an Award or the shares of Stock subject thereto, and any terms or conditions that may be necessary to qualify Options as
Incentive Stock Options);


 


 (v) prescribe the form of each Award Agreement; and




 


(vi)
amend, modify, or supplement the terms of any outstanding Award including the authority, in order to effectuate the purposes of the Plan,
to modify Awards to foreign nationals or individuals who are employed outside the United States to recognize differences in local law,
tax policy, or custom.


 


To the extent
permitted by applicable law, the Board may delegate its authority as identified herein to any individual or committee of individuals (who
need not be directors), including without limitation the authority to make Awards to Participants who are not subject to Section 16 of
the Exchange Act To the extent that the Board delegates its authority to make Awards as provided by this Section 3.1, all references
in the Plan to the Board’s authority to make Awards and determinations with respect thereto shall be deemed to include the Board’s
delegate. Any such delegate shall serve at the pleasure of, and may be removed at any time by, the Board.


 


No Repricing; No Reload Grants.


 


Notwithstanding
any provision herein to the contrary, the repricing of Options or SARs is prohibited without prior approval of the Company’s shareholders.
For this purpose, a “repricing” means any of the following (or any other action that has the same effect as any of the following):
(i) changing the terms of an Option or SAR to lower its Option Price or SAR Exercise Price; (ii) any other action that is treated as a
 “repricing” under generally accepted accounting principles; and (iii) repurchasing for cash or canceling an Option or SAR
at a time when its Option Price or SAR Exercise Price is greater than the Fair Market Value of the underlying shares in exchange for another
Award, unless the cancellation and exchange occurs in connection with a change in capitalization or similar change under Section 15.
A cancellation and exchange under clause (iii) would be considered a “repricing” regardless of whether it is treated as a
 “repricing” under generally accepted accounting principles and regardless of whether it is voluntary on the part of the Participant.
Notwithstanding any provision herein to the contrary, the Company shall not grant Options or SARs that include a “reload”
feature.


 


Clawbacks.


 


Any Award Agreement
may reference a clawback policy of the Company or provide for the cancellation or forfeiture of an Award or the forfeiture and repayment
to the Company of any gain related to an Award, or other provisions intended to have a similar effect, upon such terms and conditions
as may be determined by the Committee from time to time, if a Participant, either during employment or service with the Company or its
Subsidiaries, or within a specified period after termination of such employment or service, shall engage in any detrimental activity (as
described in the applicable Award Agreement or such clawback policy). In addition, notwithstanding anything in this Plan to the contrary,
any Award Agreement or such clawback policy may also provide for the cancellation or forfeiture of an Award or the forfeiture and repayment
to the Company of any Shares issued under and/or any other benefit related to an Award, or other provisions intended to have a similar
effect, upon such terms and conditions as may be required by the Committee or under Section 10D of the Exchange Act and any applicable
rules or regulations promulgated by the Securities and Exchange Commission or any national securities exchange or national securities
association on which the Shares may be traded.


 


Deferral Arrangement.


 


The Board
may permit or require the deferral of any Award payment into a deferred compensation arrangement, subject to such rules and procedures
as it may establish and in accordance with Section 409A, which may include provisions for the payment or crediting of interest or dividend
equivalents, including converting such credits into deferred Stock units.


 






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No Liability.


 


No member of the
Board or of the Committee shall be liable for any action or determination made in good faith with respect to the Plan, any Award, or Award
Agreement.


 


Book Entry.


 


Notwithstanding
any other provision of this Plan to the contrary, the Company may elect to satisfy any requirement under this Plan for the delivery of
stock certificates through the use of book-entry.


 


STOCK SUBJECT
TO THE PLAN


 


Authorized Number of Shares.


 


Subject
to adjustment under Section 15, the total number of shares of Common Stock authorized to be awarded under the Plan shall not exceed
the sum of: (A) 1,250,000 shares, plus (B) effective upon approval of the Company’s stockholders at the 2022 annual meeting
of stockholders, 4,000,000 shares. In addition, shares of Common Stock underlying any outstanding award granted
under the Predecessor Plan that, following the Effective Date, expires, or is terminated, surrendered, or forfeited for any reason without
issuance of such shares (including for outstanding performance share awards to the extent they are earned at less than maximum) shall
be available for the grant of new Awards under this Plan. As provided in Section 1, no new awards shall be granted under the Predecessor
Plan following the Effective Date. Shares issued under the Plan may consist in whole or in part of authorized but unissued shares, treasury
shares, or shares purchased on the open market or otherwise, all as determined by the Company from time to time.


 


Share Counting.


 


General.


 


Each
share of Common Stock granted in connection with an Award shall be counted as one share against the limit in Section 4.1,
subject to the provisions of this Section 4.2.


 


Cash-Settled
Awards.


 


Any Award settled in cash shall not be counted
as shares of Common Stock for any purpose under this Plan.


 


Expired
or Terminated Awards.


 


If any Award
under the Plan expires, or is terminated, surrendered, or forfeited, in whole or in part, the unissued Common Stock covered by such Award
shall again be available for the grant of Awards under the Plan.


 


Payment of Option Price or Tax Withholding
in Shares.


 


If shares of
Common Stock issuable upon exercise, vesting or settlement of an Award, or shares of Common Stock owned by a Participant (which are not
subject to any pledge or other security interest), are surrendered or tendered to the Company in payment of the Option Price or Purchase
Price of an Award or any taxes required to be withheld in respect of an Award, in each case, in accordance with the terms and conditions
of the Plan and any applicable Award Agreement, such surrendered or tendered shares of Common Stock shall again be available for the grant
of Awards under the Plan. For a share-settled SAR, only the net shares actually issued upon exercise of the SAR shall be counted against
the limit in Section 4.1.


 


Substitute Awards.


 


In the case of
any Substitute Award, such Substitute Award shall not be counted against the number of shares reserved under the Plan.


 


Award Limits.


 


Incentive Stock Options.


 


Subject
to adjustment under Section 15, 5,250,000 shares of Common Stock available for issuance under
the Plan shall be available for issuance under Incentive Stock Options.


 






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Non-Employee Director Compensation.


 


No Awards may
be granted under the Plan during any one calendar year to a Participant who is a Non-Employee Director that exceed, together with any
cash compensation received for such service during the applicable year (based on the Fair Market Value of the shares of Common Stock underlying
the Award as of the applicable Grant Date in the case of Awards other than Options and SARs, and based on the applicable grant date fair
value for accounting purposes in the case of Options or SARs): (i) for any Non-Employee Director not serving as Chairman of the Board,
$500,000; and (ii) for any Non-Employee Director serving as Chairman of the Board, $750,000. The Board may make exceptions to this limit
in extraordinary circumstances for individual Non-Employee Directors, as the Board may determine in its discretion, provided that the
Non-Employee Director receiving such additional compensation may not participate in the decision to award such compensation.


 


EFFECTIVE DATE,
DURATION AND AMENDMENTS


 


Term.


 


The Plan shall
be effective as of the Effective Date, provided that it has been approved by the Company’s shareholders. The Plan shall terminate
automatically on the ten (10) year anniversary of the Effective Date and may be terminated on any earlier date as provided in Section
5.2.


 


Amendment and Termination of the Plan.


 


The Board may,
at any time and from time to time, amend, suspend, or terminate the Plan as to any Awards which have not been made. An amendment shall
be contingent on approval of the Company’s shareholders to the extent stated by the Board, required by applicable law, or required
by applicable stock exchange listing requirements. Notwithstanding the foregoing, any amendment to Section 3.2 shall be contingent
upon the approval of the Company’s shareholders. No Awards shall be made after the Termination Date. The applicable terms of the
Plan, and any terms and conditions applicable to Awards granted prior to the Termination Date shall survive the termination of the Plan
and continue to apply to such Awards. No amendment, suspension, or termination of the Plan shall, without the consent of the Participant,
materially impair rights or obligations under any Award theretofore awarded.


 


AWARD ELIGIBILITY AND LIMITATIONS


 


Service Providers.


 


Subject to this
Section 6.1, Awards may be made to any Service Provider as the Board shall determine and designate from time to time in its discretion,
provided that Incentive Stock Options may be granted only to employees of the Company or any Subsidiary.


 


Successive Awards.


 


An eligible person
may receive more than one Award, subject to such restrictions as are provided herein.


 


Stand-Alone, Additional, Tandem, and
Substitute Awards.


 


Awards may, in
the discretion of the Board, be granted either alone or in addition to, in tandem with, or in substitution or exchange for, any other
Award or any award granted under another plan of the Company, any Affiliate, or any business entity to be acquired by the Company or an
Affiliate, or any other right of a Participant to receive payment from the Company or any Affiliate. Such additional, tandem, and substitute
or exchange Awards may be granted at any time. If an Award is granted in substitution or exchange for another Award, the Board shall have
the right to require the surrender of such other Award in consideration for the grant of the new Award. Subject to Section 3.2,
the Board shall have the right, in its discretion, to make Awards in substitution or exchange for any other award under another plan of
the Company, any Affiliate, or any business entity to be acquired by the Company or an Affiliate. In addition, Awards may be granted in
lieu of cash compensation, including in lieu of cash amounts payable under other plans of the Company or any Affiliate, in which the value
of Stock subject to the Award is equivalent in value to the cash compensation (for example, Restricted Stock Units or Restricted Stock).


 


AWARD AGREEMENT


 


Each
Award shall be evidenced by an Award Agreement, in such form or forms as the Board shall from time to time determine, not
inconsistent with the terms of the Plan. Without limiting the foregoing, an Award Agreement may be provided in the form of a notice
which provides that acceptance of the Award constitutes acceptance of all terms of the Plan and the notice. Award Agreements granted
from time to time or at the same time need not contain similar provisions but shall be consistent with the terms of the Plan. Each
Award Agreement evidencing an Award of Options shall specify whether such Options are intended to be Non-qualified Stock Options or
Incentive Stock Options, and in the absence of such specification such Options shall be deemed Non-qualified Stock Options.


 






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TERMS AND CONDITIONS
OF OPTIONS


 


Option Price.


 


The Option Price
of each Option shall be fixed by the Board and stated in the related Award Agreement. The Option Price of each Option (except those that
constitute Substitute Awards) shall be at least the Fair Market Value on the Grant Date of a share of Stock; provided, however, that in
the event that a Participant is a Ten Percent Shareholder as of the Grant Date, the Option Price of an Option granted to such Participant
that is intended to be an Incentive Stock Option shall be not less than 110 percent of the Fair Market Value of a share of Stock on the
Grant Date. In no case shall the Option Price of any Option be less than the par value of a share of Stock.


 


Vesting.


 


Subject to Section
8.3 hereof, each Option shall become exercisable at such times and under such conditions (including, without limitation, performance
requirements) as shall be determined by the Board and stated in the Award Agreement.


 


Term.


 


Each Option shall
terminate, and all rights to purchase shares of Stock thereunder shall cease, upon the expiration of ten (10) years from the Grant Date,
or under such circumstances and on such date prior thereto as is set forth in the Plan or as may be fixed by the Board and stated in the
related Award Agreement; provided, however, that in the event that the Participant is a Ten Percent Shareholder, an Option granted to
such Participant that is intended to be an Incentive Stock Option at the Grant Date shall not be exercisable after the expiration of five
(5) years from its Grant Date.


 


Limitations on Exercise of Option.


 


Notwithstanding
any other provision of the Plan, in no event may any Option be exercised, in whole or in part, (i) prior to the date the Plan is approved
by the shareholders of the Company as provided herein, or (ii) after the occurrence of an event which results in termination of the Option.


 


Method of Exercise.


 


An Option that
is exercisable may be exercised by the Participant’s delivery of a notice of exercise to the Company, setting forth the number of
shares of Stock with respect to which the Option is to be exercised, accompanied by full payment for the shares. To be effective, notice
of exercise must be made in accordance with procedures established by the Company from time to time.


 


Rights of Holders of Options.


 


Unless otherwise
stated in the related Award Agreement, an individual holding or exercising an Option shall have none of the rights of a shareholder (for
example, the right to receive cash or dividend payments or distributions attributable to the subject shares of Stock or to direct the
voting of the subject shares of Stock) until the shares of Stock covered thereby are fully paid and issued to him. Except as provided
in Section 15 hereof or the related Award Agreement, no adjustment shall be made for dividends, distributions, or other rights
for which the record date is prior to the date of such issuance.


 


Delivery of Stock Certificates.


 


Promptly
after the exercise of an Option by a Participant and the payment in full of the Option Price, such Participant shall be entitled to the
issuance of a stock certificate or certificates evidencing the Participant’s ownership of the shares of Stock subject to the Option.


 






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Limitations
on Incentive Stock Options.


 


An Option shall
constitute an Incentive Stock Option only (i) if the Participant of such Option is an employee of the Company or any Subsidiary of the
Company, (ii) to the extent specifically provided in the related Award Agreement, and (iii) to the extent that the aggregate Fair Market
Value (determined at the time the Option is granted) of the shares of Stock with respect to which all Incentive Stock Options held by
such Participant become exercisable for the first time during any calendar year (under the Plan and all other plans of the Participant’s
employer and its Affiliates) does not exceed $100,000. This limitation shall be applied by taking Options into account in the order in
which they were granted.


 


TERMS AND CONDITIONS
OF STOCK APPRECIATION RIGHTS


 


Right to Payment.


 


A SAR shall confer
on the Participant a right to receive, upon exercise thereof, the excess of (i) the Fair Market Value of one share of Stock on the date
of exercise over (ii) the SAR Exercise Price, as determined by the Board. The Award Agreement for a SAR (except those that constitute
Substitute Awards) shall specify the SAR Exercise Price, which shall be fixed on the Grant Date as not less than the Fair Market Value
of a share of Stock on that date. SARs may be granted alone or in conjunction with all or part of an Option or at any subsequent time
during the term of such Option or in conjunction with all or part of any other Award. A SAR granted in tandem with an outstanding Option
following the Grant Date of such Option shall have a grant price that is equal to the Option Price; provided, however, that the SAR’s
grant price may not be less than the Fair Market Value of a share of Stock on the Grant Date of the SAR to the extent required by Section
409A.


 


Other Terms.


 


The Board shall
determine at the Grant Date the time or times at which and the circumstances under which a SAR may be exercised in whole or in part (including
based on achievement of performance goals and/or future Service requirements), the time or times at which SARs shall cease to be or become
exercisable following Separation from Service or upon other conditions, the method of exercise, whether or not a SAR shall be in tandem
or in combination with any other Award, and any other terms and conditions of any SAR.


 


Term of SARs.


 


The term of a
SAR granted under the Plan shall be determined by the Board, in its sole discretion; provided, however, that such term shall not exceed
ten (10) years.


 


Payment of SAR Amount.


 


Upon exercise
of a SAR, a Participant shall be entitled to receive payment from the Company (in cash or Stock, as determined by the Board) in an amount
determined by multiplying:


 


		(i)	the difference between the Fair Market Value of a share of Stock on the date of exercise over the SAR
Exercise Price; by



 


		(ii)	the number of shares of Stock with respect to which the SAR is exercised.



 


TERMS AND CONDITIONS
OF RESTRICTED STOCK AND RESTRICTED STOCK UNITS


 


Restrictions.


 


At the
time of grant, the Board may, in its sole discretion, establish a period of time (a “Restricted Period”) and any additional
restrictions including the satisfaction of corporate or individual performance objectives applicable to an Award of Restricted Stock
or Restricted Stock Units in accordance with Section 12.1 and 12.2. Each Award of Restricted Stock or Restricted Stock
Units may be subject to a different Restricted Period and additional restrictions. Neither Restricted Stock nor Restricted Stock Units
may be sold, transferred, assigned, pledged, or otherwise encumbered or disposed of during the Restricted Period or prior to the satisfaction
of any other applicable restrictions.


 






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Restricted
Stock Certificates.


 


The Company shall
issue Stock, in the name of each Participant to whom Restricted Stock has been granted, stock certificates or other evidence of ownership
representing the total number of shares of Restricted Stock granted to the Participant, as soon as reasonably practicable after the Grant
Date. The Board may provide in an Award Agreement that either (i) the Secretary of the Company shall hold such certificates for the Participant’s
benefit until such time as the Restricted Stock is forfeited to the Company or the restrictions lapse, or (ii) such certificates shall
be delivered to the Participant; provided, however, that such certificates shall bear a legend or legends that comply with the applicable
securities laws and regulations and make appropriate reference to the restrictions imposed under the Plan and the Award Agreement.


 


Rights of Holders of Restricted Stock.


 


Unless the Board
otherwise provides in an Award Agreement and subject to Section 17.12, holders of Restricted Stock shall have rights as shareholders
of the Company, including voting and dividend rights.


 


Rights of Holders of Restricted Stock
Units.


 


Settlement of Restricted Stock Units.


 


Restricted Stock
Units may be settled in cash or Stock, as determined by the Board and set forth in the Award Agreement. The Award Agreement shall also
set forth whether the Restricted Stock Units shall be settled (i) within the time period specified for “short term deferrals”
under Section 409A or (ii) otherwise within the requirements of Section 409A, in which case the Award Agreement shall specify upon which
events such Restricted Stock Units shall be settled.


 


Voting and Dividend Rights.


 


Unless otherwise
stated in the applicable Award Agreement and subject to Section 17.12, holders of Restricted Stock Units shall not have rights
as shareholders of the Company, including no voting or dividend or dividend equivalents rights.


 


Creditor’s Rights.


 


A holder of Restricted
Stock Units shall have no rights other than those of a general creditor of the Company. Restricted Stock Units represent an unfunded and
unsecured obligation of the Company, subject to the terms and conditions of the applicable Award Agreement.


 


Purchase of Restricted Stock.


 


Unless otherwise
specified in the Award Agreement, past Services provided by the Participant shall be considered adequate consideration for the Restricted
Stock awarded to the Participant or Stock issued in settlement of Restricted Stock Units awarded to the Participant. Notwithstanding the
foregoing, if specified in the Award Agreement, the Company may require a Participant to purchase Restricted Stock or shares of Stock
issued in settlement of Restricted Stock Units at a Purchase Price specified in the Award Agreement. Any such Purchase Price shall be
payable in a form described in Section 11 or, in the discretion of the Board, in consideration for future Services to be rendered.


 


Delivery of Stock.


 


Upon the expiration
or termination of any Restricted Period and the satisfaction of any other conditions prescribed by the Board, the restrictions applicable
to shares of Restricted Stock or Restricted Stock Units settled in Stock shall lapse, and, unless otherwise provided in the Award Agreement,
a stock certificate or certificates evidencing the Participant’s ownership of the shares of Stock shall be delivered, free of all
such restrictions, to the Participant or the Participant’s beneficiary or estate, as the case may be.


 


FORM OF PAYMENT
FOR OPTIONS AND RESTRICTED STOCK


 


General Rule.


 


Payment
of the Option Price for the shares purchased pursuant to the exercise of an Option or the Purchase Price for Restricted Stock shall be
made in cash or in cash equivalents acceptable to the Company, except as provided in this Section 11.


 






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Surrender of Stock.


 


To the extent
the Award Agreement so provides, payment of the Option Price for shares purchased pursuant to the exercise of an Option or the Purchase
Price for Restricted Stock may be made all or in part through the tender to the Company of shares of Stock, which shares shall be valued,
for purposes of determining the extent to which the Option Price or Purchase Price for Restricted Stock has been paid thereby, at their
Fair Market Value on the date of exercise or surrender. Notwithstanding the foregoing, in the case of an Incentive Stock Option, the right
to make payment in the form of already owned shares of Stock may be authorized only at the time of grant.


 


Cashless Exercise.


 


With respect to
an Option only (and not with respect to Restricted Stock), to the extent permitted by law and to the extent the Award Agreement so provides,
payment of the Option Price may be made all or in part by delivery (on a form acceptable to the Company) of an irrevocable direction to
a licensed securities broker acceptable to the Company to sell shares of Stock and to deliver all or part of the sales proceeds to the
Company in payment of the Option Price and any withholding taxes described in Section 17.3.


 


Other Forms of Payment.


 


To the extent
the Award Agreement so provides, payment of the Option Price or the Purchase Price for Restricted Stock may be made in any other form
that is consistent with applicable laws, regulations, and rules, including, but not limited to, the Company’s withholding of shares
of Stock otherwise due to the exercising Participant.


 


TERMS AND CONDITIONS
OF PERFORMANCE AWARDS


 


Performance Conditions.


 


The right of a
Participant to exercise or receive a grant or settlement of any Award, and the timing thereof, may be subject to such performance conditions
as may be specified by the Committee. The Committee may use such business criteria and other measures of performance as it may deem appropriate
in establishing any performance conditions. Such Awards are referred to as “Performance Awards.”


 


Performance Goals Generally.


 


The performance
goals for Performance Awards shall consist of one or more business or other criteria and a targeted level or levels of performance with
respect to each of such criteria, as specified by the Committee consistent with this Section 12.2. The Committee may determine
that such Performance Awards shall be granted, exercised and/or settled upon achievement of any one performance goal or that two or more
of the performance goals must be achieved as a condition to grant, exercise, and/or settlement of such Performance Awards. Performance
goals may, in the discretion of the Committee, be established on a Company-wide basis, or with respect to one or more business units,
divisions, subsidiaries, or business segments, as applicable. Performance goals may be absolute or relative (to the performance of one
or more comparable companies or indices). The Committee may determine the extent to which measurement of performance goals may exclude
the impact of charges for restructuring, discontinued operations, extraordinary items, debt redemption or retirement, asset write downs,
litigation or claim judgments or settlements, acquisitions or divestitures, foreign exchange gains and losses, and other unusual non-recurring
items, and the cumulative effects of tax or accounting changes (each as defined by generally accepted accounting principles and as identified
in the Company’s financial statements or other SEC filings). Performance goals may differ for Performance Awards granted to any
one Participant or to different Participants.


 


Business Criteria.


 


For
purposes of Performance Awards, the Committee may select any business criteria for the Company, on a consolidated basis, and/or
specified subsidiaries or business units of the Company (except with respect to the total shareholder return and earnings per share
criteria), including any of the following: (i) total sales, (ii) sales growth (with or excluding acquisitions), (iii) revenue-based
measures for particular products, product lines, or product groups, (iv) income, (v) earnings per share of Common Stock, (vi)
earnings before interest and taxes, (vii) earnings before interest, taxes, depreciation, and amortization, (viii) free cash flow,
(ix) return on equity, assets, investment, invested capital, capital, total or net capital employed, or sales (pre or post-tax), (x)
cash flow return on investment, (xi) total shareholder return, (xii) Stock price increases, (xiii) total business return, (xiv)
economic value added or similar “after cost of capital” measures, (xv) return on sales or margin rate, in total or for a
particular product, product line, or product group, (xvi) working capital (or any of its components or related metrics), (xvii)
working capital improvement, (xviii)    market share,
(xix) measures of customer satisfaction (including survey results or other measures of satisfaction), (xx) safety (determined by
reference to recordable or lost time rates, first aids, near misses, or a combination of two or more such measures or other
measures), (xxi) measures of operating efficiency such as productivity, cost of non-conformance, cost of quality, on time delivery,
and efficiency ratio, and (xxii) strategic objectives with specifically identified areas of emphasis such as cost reduction,
acquisition assimilation synergies, acquisitions, or organization restructuring; provided, however, that such business criteria
shall include any derivations of business criteria listed above (e.g., income shall include pre-tax income, net income, operating
income, etc.).


 






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OTHER STOCK-BASED
AWARDS


 


Grant of Other Stock-based Awards.


 


Other Stock-based
Awards may be granted either alone or in addition to or in conjunction with other Awards under the Plan. Other Stock-based Awards may
be granted in lieu of other cash or other compensation to which a Service Provider is entitled from the Company or may be used in the
settlement of amounts payable in shares of Common Stock under any other compensation plan or arrangement of the Company. Subject to the
provisions of the Plan, the Committee shall have the sole and complete authority to determine the persons to whom and the time or times
at which such Awards shall be made, the number of shares of Common Stock to be granted pursuant to such Awards, and all other conditions
of such Awards. Unless the Committee determines otherwise, any such Award shall be confirmed by an Award Agreement, which shall contain
such provisions as the Committee determines to be necessary or appropriate to carry out the intent of this Plan with respect to such Award.


 


Terms of Other Stock-based Awards.


 


Any Common Stock
subject to Awards made under this Section 13 may not be sold, assigned, transferred, pledged, or otherwise encumbered prior to
the date on which the shares are issued, or, if later, the date on which any applicable restriction, performance, or deferral period lapses.


 


REQUIREMENTS OF
LAW


 


General.


 


The Company shall
not be required to sell or issue any shares of Stock under any Award if the sale or issuance of such shares would constitute a violation
by the Participant, any other individual exercising an Option, or the Company of any provision of any law or regulation of any governmental
authority, including without limitation any federal or state securities laws or regulations. If at any time the Company shall determine,
in its discretion, that the listing, registration or qualification of any shares subject to an Award upon any securities exchange or under
any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance or purchase of shares
hereunder, no shares of Stock may be issued or sold to the Participant or any other individual exercising an Option pursuant to such Award
unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not
acceptable to the Company, and any delay caused thereby shall in no way affect the date of termination of the Award. Specifically, in
connection with the Securities Act, upon the exercise of any Option or the delivery of any shares of Stock underlying an Award, unless
a registration statement under the Securities Act is in effect with respect to the shares of Stock covered by such Award, the Company
shall not be required to sell or issue such shares unless the Board has received evidence satisfactory to it that the Participant or any
other individual exercising an Option may acquire such shares pursuant to an exemption from registration under the Securities Act. Any
determination in this connection by the Board shall be final, binding, and conclusive. The Company may, but shall in no event be obligated
to, register any securities covered hereby pursuant to the Securities Act. The Company shall not be obligated to take any affirmative
action in order to cause the exercise of an Option or the issuance of shares of Stock pursuant to the Plan to comply with any law or regulation
of any governmental authority. As to any jurisdiction that expressly imposes the requirement that an Option shall not be exercisable until
the shares of Stock covered by such Option are registered or are exempt from registration, the exercise of such Option (under circumstances
in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability
of such an exemption.


 


Rule 16b-3.


 


During
any time when the Company has a class of equity security registered under Section 12 of the Exchange Act, it is the intent of the
Company that Awards and the exercise of Options granted to officers and directors hereunder will qualify for the exemption provided
by Rule 16b-3 under the Exchange Act. To the extent that any provision of the Plan or action by the Board or Committee does not
comply with the requirements of Rule 16b-3, it shall be deemed inoperative to the extent permitted by law and deemed advisable by
the Board, and shall not affect the validity of the Plan. In the event that Rule 16b-3 is revised or replaced, the Board may
exercise its discretion to modify this Plan in any respect necessary to satisfy the requirements of, or to take advantage of any
features of, the revised exemption or its replacement.


 






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EFFECT OF CHANGES
IN CAPITALIZATION


 


Changes in Stock.


 


In the event
of any corporate event or transaction (including, but not limited to, a change in the Common Stock or the capitalization of the Company),
such as any merger, consolidation, reorganization, recapitalization, separation, partial or complete liquidation, stock dividend, stock
split, reverse stock split, split up, spin off, or other distribution of stock or property of the Company, a combination or exchange of
Common Stock, dividend in kind, or other like change in capital structure, number of outstanding shares of Common Stock, distribution
(other than normal cash dividends) to shareholders of the Company, or any similar corporate event or transaction, the Committee or the
Board, in order to prevent dilution or enlargement of participants’ rights under the Plan, shall make equitable and appropriate
adjustments and substitutions, as applicable, to or of the number and kind of shares subject to outstanding Awards, the purchase price
for such shares, the number and kind of shares available for future issuance under the Plan, and other determinations applicable to outstanding
Awards. The Committee shall have the power and sole discretion to determine the amount of the adjustment to be made in each case.


 


Effect of Certain Transactions.


 


If the Company is
a party to a merger, reorganization, consolidation, share exchange, transfer of assets or other transaction having similar effect involving
the Company, outstanding Awards shall be subject to the agreement governing the transaction. Such agreement may provide, without limitation,
for the continuation of outstanding awards by the Company (if the Company is a surviving corporation), for their assumption by the surviving
corporation or its parent or subsidiary, for the substitution by the surviving corporation or its parent or subsidiary of its own awards
for such outstanding awards, for accelerated vesting and accelerated expiration, or for settlement in cash or cash equivalents.


 


Change in Control


 


Consequences of a Change in Control


 


The treatment
of outstanding Awards upon the occurrence of a Change in Control, unless otherwise specifically prohibited under applicable laws, or by
the rules and regulations of any governing governmental agencies or national securities exchanges, shall be determined in the sole discretion
of the Board in accordance with the terms of this Plan and shall be described in the Award Agreements and need not be uniform among all
Participants or Awards granted pursuant to this Plan.


 


Change in Control Defined


 


Except as may
otherwise be defined in an Award Agreement, a “Change in Control” shall mean the occurrence of any of the following
events:


 


		(i)	30% Ownership Change: Any Person, other than an ERISA-regulated pension
plan established by the Company, makes an acquisition of Outstanding Voting Stock and is, immediately thereafter, the beneficial owner
of 30% or more of the then Outstanding Voting Stock, unless such acquisition is made directly from the Company in a transaction approved
by a majority of the Incumbent Directors; or any group is formed that is the beneficial owner of 30% or more of the Outstanding Voting
Stock (other than a group formation for the purpose of making an acquisition directly from the Company and approved (prior to such group
formation) by a majority of the Incumbent Directors); or



 


		(ii)	Board Majority Change: Individuals who are Incumbent Directors cease for
any reason to constitute a majority of the members of the Board; or



 






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		(iii)	Major Mergers and Acquisitions: Consummation of a Business Combination
unless, immediately following such Business Combination, (i) all or substantially all of the individuals and entities that were the beneficial
owners of the Outstanding Voting Stock immediately before such Business Combination beneficially own, directly or indirectly, more than
51% of the then outstanding shares of voting stock of the parent corporation resulting from such Business Combination in substantially
the same relative proportions as their ownership, immediately before such Business Combination, of the Outstanding Voting Stock, (ii)
if the Business Combination involves the issuance or payment by the Company of consideration to another entity or its shareholders, the
total fair market value of such consideration plus the principal amount of the consolidated long-term debt of the entity or business being
acquired (in each case, determined as of the date of consummation of such Business Combination by a majority of the Incumbent Directors)
does not exceed 50% of the sum of the fair market value of the Outstanding Voting Stock plus the principal amount of the Company’s
consolidated long-term debt (in each case, determined immediately before such consummation by a majority of the Incumbent Directors),
(iii) no Person (other than any corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 30% or
more of the then outstanding shares of voting stock of the parent corporation resulting from such Business Combination and (iv) a majority
of the members of the board of directors of the parent corporation resulting from such Business Combination were Incumbent Directors of
the Company immediately before consummation of such Business Combination; or



 


		(iv)	Major Asset Dispositions: Consummation of a Major Asset Disposition unless,
immediately following such Major Asset Disposition, (i) individuals and entities that were beneficial owners of the Outstanding Voting
Stock immediately before such Major Asset Disposition beneficially own, directly or indirectly, more than 70% of the then outstanding
shares of voting stock of the Company (if it continues to exist) and of the entity that acquires the largest portion of such assets (or
the entity, if any, that owns a majority of the outstanding voting stock of such acquiring entity) and (ii) a majority of the members
of the Board (if it continues to exist) and of the entity that acquires the largest portion of such assets (or the entity, if any, that
owns a majority of the outstanding voting stock of such acquiring entity) were Incumbent Directors of the Company immediately before consummation
of such Major Asset Disposition.



 


For purposes of this definition of “Change
in Control”:


 


 (1) “Person” means an individual, entity or group;




 


 (2) “group” is used as it is defined for purposes of Section 13(d)(3) of the Exchange Act;




 


 (3) “beneficial owner” is used as it is defined for purposes of Rule 13d-3 under the Exchange Act;




 


(4)
 “Outstanding Voting Stock” means outstanding voting securities of the Company entitled to vote generally in the election
of directors; and any specified percentage or portion of the Outstanding Voting Stock (or of other voting stock) is determined based
on the combined voting power of such securities;


 


(5) “Incumbent
Director” means a director of the Company (x) who was a director of the Company on the Effective Date or (y) who becomes a
director after such date and whose election, or nomination for election by the Company’s shareholders, was approved by a vote
of a majority of the Incumbent Directors at the time of such election or nomination, except that any such director will not be
deemed an Incumbent Director if his or her initial assumption of office occurs as a result of an actual or threatened election
contest or other actual or threatened solicitation of proxies by or on behalf of a Person other than the Board;


 


(6) “Business
Combination” means: (x) a merger or consolidation involving the Company or its stock; or (y) an acquisition by the
Company, directly or through one or more subsidiaries, of another entity or its stock or assets.


 


(7) “parent
corporation resulting from a Business Combination” means the Company if its stock is not acquired or converted in the
Business Combination and otherwise means the entity which as a result of such Business Combination owns the Company or all or
substantially all the Company’s assets either directly or through one or more subsidiaries; and


 


(8)  “Major Asset Disposition” means the sale or other disposition in one transaction or a series of related transactions
of 70% or more of the assets of the Company and its subsidiaries on a consolidated basis; and any specified percentage or portion of the
assets of the Company will be based on fair market value, as determined by a majority of the Incumbent Directors.


 






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However, in no
event shall a Change in Control be deemed to have occurred under this Plan with respect to a Participant if the Participant is part of
a purchasing group which consummates a transaction resulting in a Change in Control. A Participant shall be deemed “part of a purchasing
group” for purposes of the preceding sentence if the Participant is an equity participant in the purchasing company or group (except
for: (I) passive ownership of less than three percent (3%) of the stock of the purchasing company; or (II) ownership of equity participation
in the purchasing company or group which is otherwise not significant, as determined prior to the Change in Control by a majority of the
non-employee continuing directors).


 


Notwithstanding
the foregoing, if it is determined that an Award hereunder is subject to the requirements of Section 409A and payable upon a Change in
Control, the Company will not be deemed to have undergone a Change in Control unless the Company is deemed to have undergone a “change
in control event” pursuant to the definition of such term in Section 409A.


 


Adjustments


 


Adjustments under
this Section 15 related to shares of Stock or securities of the Company shall be made by the Board, whose determination in that
respect shall be final, binding and conclusive. No fractional shares or other securities shall be issued pursuant to any such adjustment,
and any fractions resulting from any such adjustment shall be eliminated in each case by rounding downward to the nearest whole share.


 


NO LIMITATIONS
ON COMPANY


 


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


 


TERMS APPLICABLE
GENERALLY TO AWARDS GRANTED UNDER THE PLAN


 


Disclaimer of Rights.


 


No provision
in the Plan or in any Award Agreement shall be construed to confer upon any individual the right to remain in the employ or Service of
the Company or any Affiliate, or to interfere in any way with any contractual or other right or authority of the Company either to increase
or decrease the compensation or other payments to any individual at any time, or to terminate any employment or other relationship between
any individual and the Company. In addition, notwithstanding anything contained in the Plan to the contrary, unless otherwise stated in
the applicable Award Agreement, no Award granted under the Plan shall be affected by any change of duties or position of the Participant,
so long as such Participant continues to be a Service Provider. The obligation of the Company to pay any benefits pursuant to this Plan
shall be interpreted as a contractual obligation to pay only those amounts described herein, in the manner and under the conditions prescribed
herein. The Plan shall in no way be interpreted to require the Company to transfer any amounts to a third party trustee or otherwise hold
any amounts in trust or escrow for payment to any Participant or beneficiary under the terms of the Plan.


 


Nonexclusivity of the Plan.


 


Neither the adoption
of the Plan nor the submission of the Plan to the shareholders of the Company for approval shall be construed as creating any limitations
upon the right and authority of the Board to adopt such other incentive compensation arrangements (which arrangements may be applicable
either generally to a class or classes of individuals or specifically to a particular individual or particular individuals), including,
without limitation, the granting of stock options as the Board in its discretion determines desirable.


 


Withholding Taxes.


 


The
Company or an Affiliate, as the case may be, shall have the right to deduct from payments of any kind otherwise due to a Participant
any federal, state, or local taxes of any kind required by law to be withheld (i) with respect to the vesting of or other lapse of
restrictions applicable to an Award, (ii) upon the issuance of any shares of Stock upon the exercise of an Option or SAR, or (iii)
otherwise due in connection with an Award. At the time of such vesting, lapse, or exercise, the Participant shall pay to the Company
or the Affiliate, as the case may be, any amount that the Company or the Affiliate may reasonably determine to be necessary to
satisfy such withholding obligation. Subject to the prior approval of the Company or the Affiliate, which may be withheld by the
Company or the Affiliate, as the case may be, in its sole discretion, the Participant may elect to satisfy such obligations, or the
Company may require such obligations (up to maximum statutory rates) to be satisfied, in whole or in part, (i) by causing the
Company or the Affiliate to withhold the number of shares of Stock otherwise issuable to the Participant as may be necessary to
satisfy such withholding obligation, or (ii) by delivering to the Company or the Affiliate shares of Stock already owned by the
Participant. The shares of Stock so delivered or withheld shall have an aggregate Fair Market Value equal to such withholding
obligations (up to maximum statutory rates). The Fair Market Value of the shares of Stock used to satisfy such withholding
obligation shall be determined by the Company or the Affiliate as of the date that the amount of tax to be withheld is to be
determined. A Participant who has made an election pursuant to this Section 17.3 may satisfy his or her withholding
obligation only with shares of Stock that are not subject to any repurchase, forfeiture, unfulfilled vesting, or other similar
requirements.


 






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Captions.


 


The use of captions
in this Plan or any Award Agreement is for the convenience of reference only and shall not affect the meaning of any provision of the
Plan or any Award Agreement.


 


Other Provisions.


 


Each Award Agreement
may contain such other terms and conditions not inconsistent with the Plan as may be determined by the Board, in its sole discretion.
In the event of any conflict between the terms of an employment agreement and the Plan, the terms of the employment agreement govern.


 


Number and Gender.


 


With respect
to words used in this Plan, the singular form shall include the plural form, the masculine gender shall include the feminine gender, etc.,
as the context requires.


 


Severability.


 


If any provision
of the Plan or any Award Agreement shall be determined to be illegal or unenforceable by any court of law in any jurisdiction, the remaining
provisions hereof and thereof shall be severable and enforceable in accordance with their terms, and all provisions shall remain enforceable
in any other jurisdiction.


 


Governing Law.


 


The Plan shall
be governed by and construed in accordance with the laws of the State of Delaware without giving effect to the principles of conflicts
of law, and applicable federal law.


 


Section 409A.


 


The
Plan is intended to comply with Section 409A to the extent subject thereto, and, accordingly, to the maximum extent permitted, the
Plan shall be interpreted and administered to be in compliance therewith. Any payments described in the Plan that are due within the
 “short-term deferral period” as defined in Section 409A 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, 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 Separation from Service shall instead be
paid on the first payroll date after the six (6)-month anniversary of the Participant’s Separation from Service (or the
Participant’s death, if earlier). 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 and
neither the Company nor the Committee will have any liability to any Participant for such tax or penalty.


 


Separation from Service.


 


The Board shall
determine the effect of a Separation from Service upon Awards, and such effect shall be set forth in the appropriate Award Agreement.
Without limiting the foregoing, the Board may provide in the Award Agreements at the time of grant, or any time thereafter with the consent
of the Participant, the actions that will be taken upon the occurrence of a Separation from Service, including, but not limited to, accelerated
vesting or termination, depending upon the circumstances surrounding the Separation from Service.


 






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Transferability
of Awards.


 


Transfers in General.


 


Except
as provided in Section 17.11.2, no Award shall be assignable or transferable by the Participant to whom it is granted, other than
by will or the laws of descent and distribution, and, during the lifetime of the Participant, only the Participant personally (or the
Participant’s personal representative) may exercise rights under the Plan.


 


Family Transfers.


 


If authorized
in the applicable Award Agreement, a Participant may transfer, not for value, all or part of an Award (other than Incentive Stock Options)
to any Family Member. For the purpose of this Section 17.11.2, a “not for value” transfer is a transfer which is (i)
a gift, (ii) a transfer under a domestic relations order in settlement of marital property rights, or (iii) a transfer to an entity in
which more than fifty percent (50%) of the voting interests are owned by Family Members (or the Participant) in exchange for an interest
in that entity. Following a transfer under this Section 17.11.2, any such Award shall continue to be subject to the same terms
and conditions as were applicable immediately prior to transfer. Subsequent transfers of transferred Awards are prohibited except to Family
Members of the original Participant in accordance with this Section 17.11.2 or by will or the laws of descent and distribution.


 


Dividends and Dividend Equivalent
Rights.


 


If specified
in the Award Agreement, the recipient of an Award (other than Options or SARs) may be entitled to receive dividends or dividend equivalents
with respect to the Common Stock or other securities covered by an Award. The terms and conditions of a dividend equivalent right may
be set forth in the Award Agreement. Dividend equivalents credited to a Participant may be reinvested in additional shares of Stock or
other securities of the Company at a price per unit equal to the Fair Market Value of a share of Stock on the date that such dividend
was paid to shareholders, as determined in the sole discretion of the Committee. Notwithstanding any provision herein to the contrary,
in no event will dividends or dividend equivalents vest or otherwise be paid out prior to the time that the underlying Award (or portion
thereof) has vested and, accordingly, will be subject to cancellation and forfeiture if such Award does not vest (including both time-based
and performance-based Awards).


 


The Plan was adopted by the Board
of Directors on March 28, 2021 and was approved by the shareholders of the Company on May 20, 2021.


 






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