Exhibit
10.1


 


THE
ARENA GROUP HOLDINGS, INC.

2022 STOCK AND INCENTIVE COMPENSATION PLAN


 


1.
Purpose of the Plan.


 


The
purpose of this Plan is to enhance shareholder value by linking the compensation of officers, directors, key employees and consultants
of the Company to increases in the price of The Arena Group Holdings, Inc. common stock and the achievement of other performance objectives,
and to encourage ownership in the Company by key personnel whose long-term employment is considered essential to the Company’s
continued progress and success. The Plan is also intended to assist the Company in the recruitment of new employees and to motivate,
retain and encourage such employees and directors to act in the shareholders’ interest and share in the Company’s success.
In addition, the purpose of this amended and restated Plan is to incorporate the ability to offer Employees options to purchase the Company’s
Shares that qualify as Incentive Stock Options, subject to the approval of the shareholders of the Company.


 


2.
Definitions.


 


As
used herein, the following definitions shall apply:


 


“Administrator”
means the Board, any Committee or such delegates as shall be administering the Plan in accordance with Section 4.


 


“Affiliate”
means any Subsidiary or other entity that is directly or indirectly controlled by the Company or any entity in which the Company
has a significant ownership interest as determined by the Administrator. The Administrator shall, in its sole discretion, determine which
entities are classified as Affiliates and designated as eligible to participate in this Plan.


 


“Applicable
Law” means the requirements relating to the administration of stock option plans under U.S. federal and state laws, any stock
exchange or quotation system on which the Company has listed or submitted for quotation the Common Shares to the extent provided under
the terms of the Company’s agreement with such exchange or quotation system and, with respect to Awards subject to the laws of
any foreign jurisdiction where Awards are, or will be, granted under the Plan, the laws of such jurisdiction.


 


“Award”
means a Stock Award, Option, Stock Appreciation Right, Stock Unit, or Other Stock-Based Award granted in accordance with the terms
of the Plan, or any other property (including cash) granted pursuant to the Plan.


 


“Awardee”
means an Employee, Director or Consultant who has been granted an Award under the Plan.


 


“Award
Agreement” means a Stock Award Agreement, Option Agreement, Stock Appreciation Right Agreement, Restricted Stock Agreement,
Restricted Stock Unit Agreement or Other Stock-Based Award Agreement, which may be in written or electronic format, in such form and
with such terms as may be specified by the Administrator, evidencing the terms and conditions of an individual Award. Each Award Agreement
is subject to the terms and conditions of the Plan. The Award Agreement shall be delivered to the Participant receiving such Award upon,
or as promptly as is reasonably practicable following, the grant of such Award. The effectiveness of an Award shall not be subject to
the Award Agreement’s being signed by the Company or the Participant receiving the Award unless specifically so provided in the
Award Agreement.


 


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


 




    	 



    	 



    

 


“Change
of Control” means the occurrence, in a single transaction or in a series of related transactions, of any one or more of the
following events:


 


(i)
any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company representing more than fifty percent
(50%) of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation
or similar transaction. Notwithstanding the foregoing, a Change of Control will not be deemed to occur (A) on account of the acquisition
of securities of the Company directly from the Company, (B) on account of the acquisition of securities of the Company by an investor,
any affiliate thereof or any other Exchange Act Person that acquires the Company’s securities in a transaction or series of related
transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities or (C) solely
because the level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage
threshold of the outstanding voting securities as a result of a repurchase or other acquisition of voting securities by the Company reducing
the number of shares outstanding, provided that if a Change of Control would occur (but for the operation of this sentence) as a result
of the acquisition of voting securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any
additional voting securities that, assuming the repurchase or other acquisition had not occurred, increases the percentage of the then
outstanding voting securities Owned by the Subject Person over the designated percentage threshold, then a Change of Control will be
deemed to occur;


 


(ii)
there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately
after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto
do not Own, directly or indirectly, either (A) outstanding voting securities representing more than fifty percent (50%) of the combined
outstanding voting power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than fifty percent
(50%) of the combined outstanding voting power of the parent of the surviving Entity in such merger, consolidation or similar transaction,
in each case in substantially the same proportions as their Ownership of the outstanding voting securities of the Company immediately
prior to such transaction; or


 


(iii)
there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets
of the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated
assets of the Company and its Subsidiaries to an Entity, more than fifty percent (50%) 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 outstanding voting
securities of the Company immediately prior to such sale, lease, license or other disposition.


 


Notwithstanding
the foregoing definition or any other provision of this Plan, (A) the term Change of Control will not include a sale of assets, merger
or other transaction effected exclusively for the purpose of changing the domicile of the Company, (B) the definition of Change of Control
(or any analogous term) in an individual written agreement between the Company or any Affiliate and the Participant will supersede the
foregoing definition with respect to Stock Awards subject to such agreement; provided, however, that if no definition of Change of Control
or any analogous term is provided in an individual written agreement, the foregoing definition will apply and (C) if any payment or distribution
event applicable to an Award is subject to the requirements of Section 409A(a)(2)(A) of the Code, the determination of the occurrence
of a Change of Control shall be governed by applicable provisions of Section 409A(a)(2)(A) of the Code for purposes of determining whether
such payment or distribution may then occur.


 




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“Code”
means the United States Internal Revenue Code of 1986, as amended, and any successor thereto, the Treasury Regulations thereunder
and other relevant, lawful interpretive guidance issued by the Internal Revenue Service or the Treasury Department. Reference to any
specific section of the Code shall be deemed to include such regulations and guidance, as well as any successor provision of the Code.


 


“Committee”
means a committee of Directors appointed by the Board in accordance with Section 4 or, in the absence of any such special appointment,
the Compensation Committee of the Board. If there is no Compensation Committee, the full Board shall constitute the Committee.


 


“Common
Shares” means the common stock of the Company or any security of the Company issued in substitution, exchange or lieu thereof.


 


“Company”
means The Arena Group Holdings, Inc. or, except as utilized in the definition of Change of Control, its successor.


 


“Consultant”
means an individual providing services to the Company or any of its Affiliates as an independent contractor, and includes prospective
consultants who have accepted offers of consultancy for the Company or any of its Affiliates, so long as such person (i) renders bona
fide services that are not in connection with the offer and sale of the Company’s securities in a capital-raising transaction,
(ii) does not directly or indirectly promote or maintain a market for the Company’s securities, and (iii) otherwise qualifies as
a consultant under the applicable rules of the SEC for registration of shares of stock on a Form S-8 registration statement.


 


“Continuous
Service” means that the Participant’s service with the Company or an Affiliate, whether as an Employee, Director or Consultant,
is not interrupted or terminated. A change in the capacity in which the Participant renders service to the Company or an Affiliate as
an Employee, Director, or Consultant or a change in the Entity for which the Participant renders the service, provided that there is
no interruption or termination of the Participant’s service with the Company or an Affiliate, will not terminate a Participant’s
Continuous Service; provided, however, if the Entity for which a Participant is rendering service ceases to qualify as an Affiliate,
as determined by the Board in its sole discretion, the Participant’s Continuous Service will be considered to have terminated on
the date the Entity ceases to qualify as an Affiliate. For example, a change in status from an Employee of the Company to a Consultant
of an Affiliate or to a Director will not constitute an interruption of Continuous Service. To the extent permitted by law, the Board
or the chief executive officer of the Company, in that party’s sole discretion, may determine whether Continuous Service will be
considered interrupted in the case of (i) any leave of absence approved by the Board or chief executive officer, including sick leave,
military leave or any other personal leave, or (ii) transfers between the Company, an Affiliate, or their successors. Notwithstanding
the foregoing, a leave of absence will be treated as Continuous Service for purposes of vesting in a Stock Award only to the extent as
may be provided in the Company’s leave of absence policy, in the written terms of any leave of absence agreement or policy applicable
to the Participant, or as otherwise required by law.


 




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“Conversion
Award” has the meaning set forth in Section 4(b)(xii).


 


“Corporate
Transaction” means the occurrence, in a single transaction or in a series of related transactions, of any one or more of the
following events: (i) the consummation of a sale or other disposition of all or substantially all, as determined by the Board in its
sole discretion, of the consolidated assets of the Company and its Subsidiaries; (ii) the consummation of a sale or other disposition
of more than fifty percent (50%) of the outstanding securities of the Company; (iii) the consummation of a merger, consolidation or similar
transaction following which the Company is not the surviving corporation; or (iv) the consummation of a merger, consolidation or similar
transaction following which the Company is the surviving corporation but the Common Shares outstanding immediately preceding the merger,
consolidation or similar transaction are converted or exchanged by virtue of the merger, consolidation or similar transaction into other
property, whether in the form of securities, cash or otherwise.


 


“Director”
means a member of the Board. Any Director who does not serve as an employee of the Company is referred to herein as a “Non-employee
Director.


 


“Disability”
means the inability of a Participant to engage in any substantially gainful activity by reason of any medically determinable physical
or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period
of not less than twelve (12) months as provided in Sections 22(e)(3) and 409A(a)(2)(c)(i) of the Code and will be determined by the Board
on the basis of such medical evidence as the Board deems warranted under the circumstances.


 


“Disaffiliation”
means a Subsidiary’s or Affiliate’s ceasing to be a Subsidiary or Affiliate for any reason (including, without limitation,
because of a public offering, or a spin-off or sale by the Company, of the stock of the Subsidiary or Affiliate) or a sale of a division
of the Company and its Affiliates.


 


“Employee”
means a regular, active employee of the Company or any Affiliate, including an Officer or Director who is also a regular, active
employee of the Company or any Affiliate. For any and all purposes under the Plan, the term “Employee” shall not include
a person hired as a leased employee, Consultant or a person otherwise designated by the Administrator, the Company or an Affiliate at
the time of hire as not eligible to participate in or receive benefits under the Plan or not on the payroll, even if such ineligible
person is subsequently determined to be a common law employee of the Company or an Affiliate or otherwise an employee by any governmental
or judicial authority. Unless otherwise determined by the Administrator in its sole discretion, for purposes of the Plan, an Employee
shall be considered to have terminated employment and to have ceased to be an Employee if his or her employer ceases to be an Affiliate,
even if he or she continues to be employed by such employer.


 


“Entity”
means a corporation, partnership, limited liability company or other entity.


 




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“Exchange
Act” means the United States Securities Exchange Act of 1934, as amended, and any successor thereto, the Securities and Exchange
Commission regulations thereunder and other relevant, lawful interpretive guidance issued by such Commission.


 


“Exchange
Act Person” means any natural person, Entity or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange
Act), except that “Exchange Act Person” will not include (i) the Company or any Subsidiary of the Company, (ii) any employee
benefit plan of the Company or any Subsidiary of the Company or any trustee or other fiduciary holding securities under an employee benefit
plan of the Company or any Subsidiary of the Company, (iii) an underwriter temporarily holding securities pursuant to a registered public
offering of such securities, (iv) an Entity Owned, directly or indirectly, by the stockholders of the Company in substantially the same
proportions as their Ownership of stock of the Company; or (v) any natural person, Entity or “group” (within the meaning
of Section 13(d) or 14(d) of the Exchange Act) that, as of the Effective Date, is the Owner, directly or indirectly, of securities of
the Company representing more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities.


 


“Fair
Market Value” means the closing price for the Common Shares reported on a consolidated basis on the primary national securities
exchange on which such Common Shares are traded on the date of measurement, or if the Common Shares were not traded on such measurement
date, then on the next preceding date on which Common Shares were traded, all as reported by such source as the Committee may select.
If the Common Shares are not listed on a national securities exchange, Fair Market Value shall be determined by the Committee in its
good faith discretion, considering, to the extent appropriate, the requirements of Sections 409A and 422 of the Code and bid and offered
prices on any applicable over the counter market.


 


“Grant
Date” means, with respect to each Award, the date upon which the Award is granted to an Awardee pursuant to this Plan, which
may be a designated future date as of which such Award will be effective, as determined by the Committee.


 


“Incentive
Stock Option” means an Option that is identified in the Option Agreement as intended to qualify as an incentive stock option
within the meaning of Section 422 of the Code and that does so qualify.


 


“Nonqualified
Stock Option” means an Option that is not an Incentive Stock Option.


 


“Officer”
means an officer of the Company within the meaning of Section 16 of the Exchange Act.


 


“Option”
means a right granted under Section 8 to purchase a number of Shares at such exercise price, at such times, and on such other terms
and conditions as are specified in the agreement or other documents evidencing the Award (the “Option Agreement”).
Both Incentive Stock Options and Nonqualified Stock Options may be granted under the Plan.


 


“Other
Stock-Based Award” means an Award granted pursuant to Section 12 on such terms and conditions as are specified in the agreement
or other documents evidencing the Award (the “Other Stock-Based Award Agreement”).


 




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“Own,”
“Owned,” “Owner,” “Ownership.” A person or Entity will be deemed to “Own,” to have
“Owned,” to be the “Owner” of, or to have acquired “Ownership” of securities if such person or Entity,
directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares voting power, which
includes the power to vote or to direct the voting, with respect to such securities.


 


“Participant”
means the Awardee or any person (including any estate) to whom an Award has been assigned or transferred as permitted hereunder.


 


“Performance
Criteria” shall have the meaning set forth in Section 13(b).


 


“Plan”
means this 2022 Stock and Incentive Compensation Plan, as set forth herein and as amended from time to time.


 


“Securities
Act” means the United States Securities Act of 1933, as amended, and any successor thereto, the Securities and Exchange Commission
regulations thereunder and other relevant, lawful interpretive guidance issued by such Commission.


 


“Share”
means a Common Share, as adjusted in accordance with Section 15.


 


“Stock
Appreciation Right” or “SAR” means a right granted under Section 10 on such terms and conditions as are
specified in the agreement or other documents evidencing the Award (the “Stock Appreciation Right Agreement”).


 


“Stock
Award” means an award or issuance of Shares made under Section 11, the grant, issuance, retention, vesting and transferability
of which is subject during specified periods of time to such conditions (including, without limitation, continued employment or performance
conditions) and terms as are expressed in the agreement or other documents evidencing the Award (the “Stock Award Agreement”).


 


“Stock
Unit” means a bookkeeping entry representing an amount equivalent to the Fair Market Value of one Share, payable in cash, property
or Shares. Stock Units represent an unfunded and unsecured obligation of the Company, except as otherwise provided for by the Administrator.


 


“Stock
Unit Award” means an award or issuance of Stock Units made under Section 12 of the Plan, the grant, issuance, retention, vesting
and transferability of which is subject during specified periods of time to such conditions (including, without limitation, continued
employment or performance conditions) and terms as are expressed in the agreement or other documents evidencing the Award (the “Stock
Unit Award Agreement”).


 


“Subsidiary”
means with respect to the Company, (i) any corporation of which more than fifty percent (50%) of the outstanding capital stock having
ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether, at the time, stock
of any other class or classes of such corporation will have or might have voting power by reason of the happening of any contingency)
is at the time, directly or indirectly, Owned by the Company, and (ii) any partnership, limited liability company or other entity in
which the Company has a direct or indirect interest (whether in the form of voting or participation in profits or capital contribution)
of more than fifty percent (50%).


 




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“Termination
for Cause” means, unless otherwise provided in an Award Agreement, Termination of Employment on account of any of the following
events: (i) the Participant’s commission of any felony or any crime involving fraud, dishonesty or moral turpitude under the laws
of the United States or any state thereof; (ii) the Participant’s attempted commission of, or participation in, a fraud or act
of dishonesty against the Company; (iii) the Participant’s intentional, material violation of any contract or agreement between
the Participant and the Company or of any statutory duty owed to the Company; (iv) the Participant’s unauthorized use or disclosure
of the Company’s confidential information or trade secrets; or (v) the Participant’s gross misconduct; , provided that, for
an Employee who is party to an individual severance or employment agreement defining Cause, “Cause” shall have the meaning
set forth in such agreement except as may be otherwise provided in such agreement. For purposes of this Plan, a Participant’s Termination
of Employment shall be deemed to be a Termination for Cause if, after the Participant’s employment has terminated, facts and circumstances
are discovered that would have justified, in the opinion of the Committee, a Termination for Cause.


 


“Termination
of Employment” means, for purposes of this Plan, unless otherwise determined by the Administrator, ceasing Continuous Service
as an Employee (as determined in accordance with Section 3401(c) of the Code) of the Company and any of its Subsidiaries or Affiliates.
The term shall also be deemed to include cessation of a relationship as a Contractor (without related assumption of Employee status).
Unless otherwise determined by the Committee in the terms of an Award Agreement or otherwise, if a Participant’s employment with
the Company and its Affiliates terminates but such Participant continues to provide services to the Company and its Affiliates in a Non-employee
Director capacity, such change in status shall not be deemed a Termination of Employment. A Participant employed by, or performing services
for, a Subsidiary or an Affiliate or a division of the Company and its Affiliates shall be deemed to incur a Termination of Employment
if, as a result of a Disaffiliation, such Subsidiary, Affiliate, or division ceases to be a Subsidiary, Affiliate or division, as the
case may be, and the Participant does not immediately thereafter become an Employee of (or service provider for), or member of the board
of directors of, the Company or another Subsidiary or Affiliate. Temporary absences from employment because of illness, vacation or leave
of absence and transfers among the Company and its Subsidiaries and Affiliates shall not be considered Terminations of Employment. In
addition, Termination of Employment shall mean a “separation from service” within the meaning of Code Section 409A whenever
necessary to ensure compliance therewith for any payment or settlement of a benefit conferred under this Plan that is subject to such
Code section, and, for such purposes, shall be determined based upon a reduction in the bona fide level of services performed to a level
equal to twenty percent (20%) or less of the average level of services performed by the Employee during the immediately preceding 36-month
period.


 


3.
Stock Subject to the Plan.


 


(a)
Aggregate Limit. Subject to the provisions of Section 15(a), the maximum aggregate number of Shares which may be subject to or
delivered under Awards granted under the Plan is 1,800,000 Shares. Shares subject to or delivered under Conversion Awards shall
not reduce the aggregate number of Shares which may be subject to or delivered under Awards granted under this Plan. The Shares issued
under the Plan may be either Shares reacquired by the Company, including Shares purchased in the open market, or authorized but unissued
Shares.


 




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(b)
Code Section 422 Limits; Limit on Awards to Directors; Limit on Stock Performance Awards. Subject to the provisions of Section
15(a), the aggregate number of Shares that may be subject to all Incentive Stock Options granted under the Plan shall not exceed the
total aggregate number of Shares that may be subject to or delivered under Awards under the Plan, as the same may be amended from time
to time. Notwithstanding any other provision of the Plan to the contrary, the aggregate grant date fair value (computed as of the date
of grant in accordance with applicable financial accounting rules) of all Awards granted to any Non-employee Director during any single
fiscal year shall not exceed the fair value of 75,000 Common Shares.


 


(c)
Share Counting Rules.


 


(i)
For purposes of this Section 3, Shares subject to Awards that have been canceled, expired, settled in cash, or not issued or forfeited
for any reason (in whole or in part) shall not reduce the aggregate number of Shares which may be subject to or delivered under Awards
granted under this Plan and shall be available for future Awards granted under this Plan.


 


(ii)
Shares subject to Awards that have been retained by the Company in payment or satisfaction of the purchase price of an Award or the
tax withholding obligation of an Awardee, and Shares that have been delivered (either actually or constructively by attestation) to the
Company in payment or satisfaction of the purchase price of an Award or the tax withholding obligation of an Awardee, shall again be
available for grant under the Plan.


 


(iii)
Conversion Awards shall not reduce the Shares authorized for grant under the Plan or the limitations on Awards to a Participant under
subsection (b), above, nor shall Shares subject to a Conversion Award again be available for an Award under the Plan as provided in this
subsection (c).


 


4.
Administration of the Plan.


 


(a)
Procedure.


 


(i)
Multiple Administrative Bodies. The Plan shall be administered by the Board, a Committee designated by the Board to so administer
this Plan and their respective delegates.


 


(ii)
Rule 16b-3. To the extent desirable to qualify transactions hereunder as exempt under Rule 16b-3 promulgated under the Exchange
Act (“Rule 16b-3”), Awards to Officers and Directors shall be made by the entire Board or a Committee of two or more
“non-employee directors” within the meaning of Rule 16b-3.


 


(iii)
Other Administration. To the extent required by the rules of the principal U.S. national securities exchange on which the
Shares are traded, if applicable, the members of the Committee shall also qualify as “independent directors” as set forth
in such rules. Except to the extent prohibited by Applicable Law, the Board or a Committee may delegate to a Committee of one or more
Directors or to authorized officers of the Company the power to approve Awards to persons eligible to receive Awards under the Plan who
are not subject to Section 16 of the Exchange Act.


 




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(iv)
Awards to Directors. The Board shall have the power and authority to grant Awards to Non-employee Directors, including the
authority to determine the number and type of awards to be granted; determine the terms and conditions, not inconsistent with the terms
of this Plan, of any award; and to take any other actions the Board considers appropriate in connection with the administration of the
Plan.


 


(v)
Delegation of Authority for the Day-to-Day Administration of the Plan. Except to the extent prohibited by Applicable Law,
the Administrator may delegate to one or more individuals the day-to-day administration of the Plan and any of the functions assigned
to it in this Plan. Such delegation may be revoked at any time.


 


(b)
Powers of the Administrator. Subject to the provisions of the Plan and, in the case of a Committee or delegates acting as the
Administrator, subject to the specific duties delegated to such Committee or delegates, the Administrator shall have the authority, in
its discretion:


 


(i)
to select the Non-employee Directors, Consultants and Employees of the Company or its Affiliates to whom Awards are to be granted
hereunder;


 


(ii)
to determine the number of Common Shares to be covered by each Award granted hereunder;


 


(iii)
to determine the type of Award to be granted to the selected Employees, Consultants and Non-employee Directors;


 


(iv)
to approve forms of Award Agreements;


 


(v)
to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. Such terms and
conditions include, but are not limited to, the exercise or purchase price, the time or times when an Award may be exercised (which may
or may not be based on Performance Criteria), the vesting schedule, any vesting and exercisability provisions, terms regarding acceleration
of Awards or waiver of forfeiture restrictions, the acceptable forms of consideration for payment for an Award, the term, and any restriction
or limitation regarding any Award or the Shares relating thereto, based in each case on such factors as the Administrator, in its sole
discretion, shall determine and may be established at the time an Award is granted or thereafter;


 


(vi)
to correct administrative errors;


 


(vii)
to construe and interpret the terms of the Plan (including sub-plans and Plan addenda) and Awards granted pursuant to the Plan;


 


(viii)
to adopt rules and procedures relating to the operation and administration of the Plan to accommodate the specific requirements of
local laws and procedures. Without limiting the generality of the foregoing, the Administrator is specifically authorized (A) to adopt
rules and procedures regarding the conversion of local currency, the shift of tax liability from employer to employee (where legally
permitted) and withholding procedures and handling of stock certificates which vary with local requirements, and (B) to adopt sub-plans
and Plan addenda as the Administrator deems desirable, to accommodate state, local and foreign laws, regulations and practices;


 




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(ix)
to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans
and Plan addenda;


 


(x)
to modify or amend each Award, including, but not limited to, the acceleration of vesting and exercisability, provided, however,
that any such modification or amendment (A) is subject to the plan amendment provisions set forth in Section 16, and (B) may not materially
impair any outstanding Award unless agreed to in writing by the Participant, except that such agreement shall not be required if the
Administrator determines in its sole discretion that such modification or amendment either (Y) is required or advisable in order for
the Company, the Plan or the Award to satisfy any Applicable Law or to meet the requirements of any accounting standard, or (Z) is not
reasonably likely to significantly diminish the benefits provided under such Award, or that adequate compensation has been provided for
any such diminishment, except following a Change of Control;


 


(xi)
to allow or require Participants to satisfy withholding tax amounts by electing to have the Company withhold from the Shares to be
issued upon exercise of a Nonqualified Stock Option or vesting of a Stock Award or Stock Unit Award that number of Shares having a Fair
Market Value equal to the amount required to be withheld. The Fair Market Value of the Shares to be withheld shall be determined in such
manner and on such date that the Administrator shall determine or, in the absence of provision otherwise, on the date that the amount
of tax to be withheld is to be determined. All elections by a Participant to have Shares withheld for this purpose shall be made in such
form and under such conditions as the Administrator may provide;


 


(xii)
to authorize conversion or substitution under the Plan of any or all stock options, stock appreciation rights or other stock awards
held by awardees of an entity acquired by the Company (the “Conversion Awards”). Any conversion or substitution shall
be effective as of the close of the merger or acquisition. The Conversion Awards may be Incentive Stock Options or Nonqualified Stock
Options, as determined by the Administrator, with respect to options granted by the acquired entity;


 


(xiii)
(A) to cancel any outstanding Option or SAR and grant in substitution therefore of (1) a new Option or SAR covering the same or a
different number of Common Shares, (2) a Restricted Stock Award, (3) a Restricted Stock Unit Award, (4) cash or (5) other valuable consideration
(as determined by the Administrator in its sole discretion), or (B) to take any other action that is treated as a repricing under generally
accepted accounting principles, all in accordance with the terms of the Plan;


 


(xiv)
to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted
by the Administrator;


 


(xv)
to impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resale by
a Participant or of other subsequent transfers by the Participant of any Shares issued as a result of or under an Award or upon the exercise
of an Award, including, without limitation, (A) restrictions under an insider trading policy, (B) restrictions as to the use of a specified
brokerage firm for such resale or other transfers, and (C) institution of “blackout” periods on exercises of Awards;


 


(xvi)
to provide, either at the time an Award is granted or by subsequent action, that an Award shall contain as a term thereof, a right,
either in tandem with the other rights under the Award or as an alternative thereto, of the Participant to receive, without payment to
the Company, a number of Shares, cash or a combination thereof, the amount of which is determined by reference to the value of the Award;
and


 




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(xvii)
to make all other determinations deemed necessary or advisable for administering the Plan and any Award granted hereunder.


 


(c)
Effect of Administrator’s Decision. All questions arising under the Plan or under any Award shall be decided by the Administrator
in its total and absolute discretion. All decisions, determinations and interpretations by the Administrator regarding the Plan, any
rules and regulations under the Plan and the terms and conditions of any Award granted hereunder, shall be final and binding on all Participants
and anyone claiming through them. The Administrator shall consider such factors as it deems relevant, in its sole and absolute discretion,
to making such decisions, determinations and interpretations, including, without limitation, the recommendations or advice of any officer
or other employee of the Company and such attorneys, consultants and accountants as it may select.


 


(d)
Indemnity. To the extent allowable under Applicable Law, each member of the Committee or of the Board and any person to whom the
Committee has delegated any of its authority under the Plan shall be indemnified and held harmless by the Company from any loss, cost,
liability, or expense that may be imposed upon or reasonably incurred by such person in connection with or resulting from any claim,
action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action or failure
to act pursuant to the Plan, and against and from any and all amounts paid by him or her in satisfaction of judgment in such action,
suit, or proceeding against him or her; provided he or she gives the Company an opportunity, at its own expense, to handle and defend
the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not
be exclusive of any other rights of indemnification to which such persons may be entitled pursuant to the Company’s Articles of
Incorporation or bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.


 


5.
Eligibility.


 


Awards
may be granted only to Directors, Employees and Consultants of the Company or any of its Affiliates; provided, however, that Incentive
Stock Options may be granted only to Employees of the Company and its Subsidiaries (within the meaning of Section 424(f) of the Code).


 


6.
Term of Plan.


 


The
Plan shall become effective upon its approval by shareholders of the Company. It shall continue in effect from the date the Plan is approved
by the shareholders of the Company (the “Effective Date”) until terminated under Section 16.


 


7.
Term of Award.


 


Subject
to the provisions of the Plan, the term of each Award shall be determined by the Administrator and stated in the Award Agreement and
may extend beyond the termination of the Plan. In the case of an Option or a Stock Appreciation Right, the term shall be ten (10) years
from the Grant Date or such shorter term as may be provided in the Award Agreement. Notwithstanding the foregoing, the term of Awards
other than Awards that are structured to qualify as Incentive Stock Options under Section 9 shall be extended automatically if the Award
would expire at a time when trading in Common Shares is prohibited by law or the Company’s insider trading policy to the 30th
day after the expiration of the prohibition.


 




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8.
Options.


 


The
Administrator may grant an Option or provide for the grant of an Option, either from time to time in the discretion of the Administrator
or automatically upon the occurrence of specified events, including, without limitation, the achievement of performance goals.


 


(a)
Option Agreement. Each Option Agreement shall contain provisions regarding (i) the number of Shares that may be issued upon exercise
of the Option, (ii) the type of Option, (iii) the exercise price of the Option and the means of payment of such exercise price, (iv)
the term of the Option, (v) such terms and conditions regarding the vesting and exercisability of an Option as may be determined from
time to time by the Administrator, (vi) restrictions on the transfer of the Option and forfeiture provisions, and (vii) such further
terms and conditions, in each case not inconsistent with this Plan, as may be determined from time to time by the Administrator.


 


(b)
Exercise Price. The per share exercise price for the Shares to be issued upon exercise of an Option shall be determined by the
Administrator, except that the per Share exercise price shall be no less than 100% of the Fair Market Value per Share on the Grant Date,
except with respect to Conversion Awards, as otherwise allowed under subsection (c) below or to the extent the Option is compliant with
Section 409A of the Code.


 


(c)
Option Repricings. Subject to Section 15(a), the exercise price of an Option may be reduced by the Administrator, but not to less
than 100% of the Fair Market Value per Share on the date of the reduction. Such reduction may be made by the Administrator in its sole
discretion, except: (i) to the extent shareholder approval is required by Applicable Law; or (ii) only with the consent of the affected
Option holder if doing so would, in the aggregate, result in material adverse tax consequences to such holder. Such reduction shall only
be permissible under this Plan if it would not result in taxation under Section 409A of the Code.


 


(d)
Vesting Period and Exercise Dates. Options granted under this Plan shall vest or be exercisable at such time and in such installments
during the period prior to the expiration of the Option’s term as determined by the Administrator and as specified in the Option
Agreement. The Administrator shall have the right to make the timing of the ability to exercise any Option granted under this Plan subject
to continued active employment, the passage of time and such performance requirements as deemed appropriate by the Administrator. At
any time after the grant of an Option, the Administrator may reduce or eliminate any restrictions surrounding any Participant’s
right to exercise all or part of the Option.


 


An
Option may, but need not, include a provision whereby the Option holder may elect at any time before the Option holder’s continuous
active employment terminates to exercise the Option as to any part or all of the Common Shares subject to the Option prior to the full
vesting of the Option. Any unvested Common Shares so purchased shall be subject to such restrictions (on transfer or otherwise) as the
Board determines to be appropriate, may be subject to a repurchase right in favor of the Company or to any other restriction the Board
determines to be appropriate. The Company will not be required to exercise its repurchase right until at least six (6) months (or such
longer or shorter period of time required to avoid classification of the Option as a liability for financial accounting purposes) have
elapsed following exercise of the Option unless the Board otherwise specifically provides in the Option Award.


 




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(e)
Form of Consideration. The Administrator shall determine the acceptable form of consideration for exercising an Option, including
the method of payment, either through the terms of the Option Agreement or at the time of exercise of an Option. Acceptable forms of
consideration may include:


 


(i)
cash or its equivalent;


 


(ii)
check or wire transfer (denominated in U.S. Dollars);


 


(iii)
by delivery to the Company (either by actual delivery or attestation) of shares of Common Stock;


 


(iv)
if the Option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce
the number of Common Shares issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed
the aggregate exercise price; provided, however, that the Company will accept a cash or other payment from the Participant to the extent
of any remaining balance of the aggregate exercise price not satisfied by such reduction in the number of whole shares to be issued;
provided, further, that Common Shares will no longer be subject to an Option and will not be exercisable thereafter to the extent that
(A) shares issuable upon exercise are reduced to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered
to the Participant as a result of such exercise, and (C) shares are withheld to satisfy tax withholding obligations;


 


(v)
by cashless exercise and/or pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that,
prior to the issuance of the stock subject to the Option, results in either the receipt of cash (or check) by the Company or the receipt
of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds;


 


(vi)
subject to any conditions or limitations established by the Administrator, other Shares which were held for a period of more than
six (6) months on the date of surrender and which have a Fair Market Value on the date of surrender equal to or greater than the aggregate
exercise price of the Shares as to which said Option shall be exercised (it being agreed that the excess of the Fair Market Value over
the aggregate exercise price, if any, shall be refunded to the Awardee in cash);


 


(vii)
subject to any conditions or limitations established by the Administrator, the Company withholding Shares otherwise issuable upon
exercise of an Option;


 


(viii)
consideration received by the Company under a broker-assisted sale and remittance program acceptable to the Administrator and in
compliance with Applicable Law;


 


(ix)
such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Law; or


 


(x)
any combination of the foregoing methods of payment.


 




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(f)
Procedure for Exercise; Rights as a Shareholder.


 


(i)
Any Option granted hereunder shall be exercisable according to the terms of the Plan and at such times and under such conditions
as determined by the Administrator and set forth in the applicable Option Agreement.


 


(ii)
An Option shall be deemed exercised when (A) the Company receives (1) written or electronic notice of exercise (in accordance with
the Option Agreement or procedures established by the Administrator) from the person entitled to exercise the Option and (2) full payment
for the Shares with respect to which the related Option is exercised, and (B) with respect to Nonqualified Stock Options, provisions
acceptable to the Administrator have been made for payment of all applicable withholding taxes.


 


(iii)
Unless provided otherwise by the Administrator or pursuant to this Plan, until the Shares are issued (as evidenced by the appropriate
entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any
other rights as a shareholder shall exist with respect to the Shares subject to an Option, notwithstanding the exercise of the Option.


 


(iv)
The Company shall issue (or cause to be issued) such Shares as soon as administratively practicable after the Option is exercised.
An Option may not be exercised for a fraction of a Share.


 


9.
Incentive Stock Option Terms and Limitations.


 


(a)
Eligibility. Only Employees (who qualify as employees under Section 3401(c) of the Code and the regulations promulgated thereunder)
of the Company or any of its Subsidiaries may be granted Incentive Stock Options. No Incentive Stock Option shall be granted to any such
Employee who as of the Grant Date owns stock possessing more than 10% of the total combined voting power of the Company unless at the
time such Option is granted the Option exercise price is at least 110% of the Fair Market Value of the Shares subject to the Option on
the Grant Date and such Option by its terms is not exercisable after the expiration of 5 years from the Grant Date.


 


(b)
$100,000 Limitation. Notwithstanding the designation “Incentive Stock Option” in an Option Agreement, if and to the
extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first
time by the Awardee during any calendar year (under all plans of the Company and any of its Subsidiaries) exceeds U.S. $100,000, such
Options shall be treated as Nonqualified Stock Options. For purposes of this Section 9(b), Incentive Stock Options shall be taken into
account in the order in which they were granted. The Fair Market Value of the Shares shall be determined as of the Grant Date.


 


(c)
Transferability. The Option Agreement must provide that an Incentive Stock Option is not transferable by the Awardee otherwise
than by will or the laws of descent and distribution, and, during the lifetime of such Awardee, must not be exercisable by any other
person. If the terms of an Incentive Stock Option are amended to permit transferability, the Option will be treated for tax purposes
as a Nonqualified Stock Option.


 


(d)
Exercise Price. The per Share exercise price of an Incentive Stock Option shall be consistent with the requirements for qualification
of the Incentive Stock Option under Section 422 of the Code.


 




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(e)
Other Terms. Option Agreements evidencing Incentive Stock Options shall contain such other terms and conditions as may be necessary
to qualify, to the extent determined desirable by the Administrator, with the applicable provisions of Section 422 of the Code. If any
such terms and conditions, as of the Grant Date or any later date, do not so comply, the Option will be treated thereafter for tax purposes
as a Nonqualified Stock Option.


 


10.
Stock Appreciation Rights.


 


A
Stock Appreciation Right entitles the Awardee to receive, in cash or Shares (as determined by the Administrator), value equal to or otherwise
based on the excess of (i) the Fair Market Value of a specified number of Shares at the time of exercise over (ii) the aggregate exercise
price of the right, as established by the Administrator on the Grant Date. All Stock Appreciation Rights under the Plan shall be granted
subject to the same terms and conditions applicable to Options as set forth in Section 8. Stock Appreciation Rights may be granted to
Awardees either alone (“freestanding”) or in addition to or in tandem with other Awards granted under the Plan and may, but
need not, relate to a specific Option granted under Section 8. However, any Stock Appreciation Right granted in tandem with an Option
may be granted at the same time such Option is granted or at any time thereafter before exercise or expiration of such Option, and shall
be based on the Fair Market Value of one Share on the Grant Date or, if applicable, on the Grant Date of the Option with respect to a
Stock Appreciation Right granted in exchange for or in tandem with, but subsequent to, the Option (subject to the requirements of Section
409A of the Code). Subject to the provisions of Section 8, the Administrator may impose such other conditions or restrictions on any
Stock Appreciation Right as it shall deem appropriate.


 


11.
Stock Awards.


 


(a)
Stock Award Agreement. Each Stock Award Agreement shall contain provisions regarding (i) the number of Shares subject to such
Stock Award or a formula for determining such number, (ii) the purchase price of the Shares, if any, and the means of payment for the
Shares, (iii) the Performance Criteria, if any, and level of achievement versus these criteria that shall determine the number of Shares
granted, issued, retainable or vested, (iv) such terms and conditions on the grant, issuance, vesting or forfeiture of the Shares as
may be determined from time to time by the Administrator, (v) restrictions on the transferability of the Stock Award, and (vi) such further
terms and conditions, in each case not inconsistent with this Plan, as may be determined from time to time by the Administrator. The
Committee may, in its sole discretion, waive the vesting restrictions and any other conditions set forth in any Award Agreement under
such terms and conditions as the Committee shall deem appropriate.


 


(b)
Restrictions and Performance Criteria. The grant, issuance, retention or vesting of Stock Awards issued to Employees may be subject
to such Performance Criteria and level of achievement versus these criteria as the Administrator shall determine, which criteria may
be based on financial performance, the occurrence of a specified corporate event, personal performance evaluations or completion of service
by the Awardee. Awards with vesting conditions that are based upon Performance Criteria and level of achievement versus such criteria
are referred to as “Performance Stock Awards” and Awards with vesting conditions that are based upon continued employment
or the passage of time are referred to as “Restricted Stock Awards.”


 


(c)
Rights as a Shareholder. Unless otherwise provided for by the Administrator, the Participant shall have the rights equivalent
to those of a shareholder and shall be a shareholder only after Shares are issued (as evidenced by the appropriate entry on the books
of the Company or of a duly authorized transfer agent of the Company) to the Participant. Any certificate issued in respect of a Restricted
Stock Award shall be registered in the name of the applicable Participant and shall bear an appropriate legend referring to the terms,
conditions, and restrictions applicable to such Award. The Committee may require that the certificates evidencing such Shares be held
in custody by the Company until the restrictions thereon shall have lapsed and that, as a condition of any Award of Restricted Stock,
the applicable Participant shall have delivered a stock power, endorsed in blank, relating to the Common Shares covered by such Award.
The Participant shall not be permitted to sell, assign, transfer, pledge or otherwise encumber a Stock Award.


 




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12.
Stock Unit Awards and Other Stock-Based Awards.


 


(a)
Stock Unit Awards. Each Stock Unit Award Agreement shall contain provisions regarding (i) the number of Shares subject to such
Stock Unit Award or a formula for determining such number, (ii) the Performance Criteria, if any, and level of achievement versus these
criteria that shall determine the number of Shares granted, issued or vested, (iii) such terms and conditions on the grant, issuance,
vesting and forfeiture of the Shares as may be determined from time to time by the Administrator, (iv) restrictions on the transferability
of the Stock Unit Award, and (v) such further terms and conditions, in each case not inconsistent with this Plan, as may be determined
from time to time by the Administrator. The Committee may, in its sole discretion, waive the vesting restrictions and any other conditions
set forth in any Award Agreement under such terms and conditions as the Committee shall deem appropriate.


 


(b)
Restrictions and Performance Criteria. The grant, issuance, retention and vesting of Stock Unit Awards issued to Employees may
be subject to such Performance Criteria and level of achievement versus these criteria as the Administrator shall determine, which criteria
may be based on financial performance, the occurrence of a specified corporate event, personal performance evaluations or completion
of service by the Awardee. Awards with vesting conditions that are based upon Performance Criteria and level of achievement versus such
criteria are referred to as “Performance Stock Unit Awards” and Awards with vesting conditions that are based upon
continued employment or the passage of time are referred to as “Restricted Stock Unit Awards.”


 


(c)
Rights as a Shareholder. Unless otherwise provided for by the Administrator, the Participant shall have the rights equivalent
to those of a shareholder and shall be a shareholder only after Shares are issued (as evidenced by the appropriate entry on the books
of the Company or of a duly authorized transfer agent of the Company) to the Participant.


 


(d)
Other Stock-Based Award. An “Other Stock-Based Award” means any other type of equity-based or equity-related Award
not otherwise described by the terms of this Plan (including the grant or offer for sale of unrestricted Shares), as well as any cash-based
bonus based on the attainment of Performance Criteria as described in Section 13(b), in such amount and subject to such terms and conditions
as the Administrator shall determine. Such Awards may involve the transfer of actual Shares to Participants, or payment in cash or otherwise
of amounts based on the value of Shares or pursuant to attainment of a performance goal. Each Other Stock-Based Award will be evidenced
by an Award Agreement containing such terms and conditions as may be determined by the Administrator.


 


(e)
Value of Other Stock-Based Awards. Each Other Stock-Based Award shall be expressed in terms of Shares or units based on Shares
or a target amount of cash, as determined by the Administrator. The Administrator may establish Performance Criteria in its discretion.
If the Administrator exercises its discretion to establish Performance Criteria, the number and value of Other Stock-Based Awards that
will be paid out to the Participant will depend on the extent to which the performance goals are met.


 


(f)
Payment of Other Stock-Based Awards. Payment, if any, with respect to Other Stock-Based Awards shall be made in accordance with
the terms of the Award, in cash or Shares as the Administrator determines.


 




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13.
Other Provisions Applicable to Awards.


 


(a)
Non-Transferability of Awards. Unless determined otherwise by the Administrator, an Award may not be sold, pledged, assigned,
hypothecated, transferred or disposed of in any manner other than by beneficiary designation, will or by the laws of descent or distribution,
and any such attempted sale, assignment or transfer shall be of no effect prior to the date an Award is vested and settled. If the Administrator
makes an Award transferable, either as of the Grant Date or thereafter, such Award shall contain such additional terms and conditions
as the Administrator deems appropriate, and any transferee shall be deemed to be bound by such terms upon acceptance of such transfer.
Notwithstanding the foregoing provisions of this Section 13(a), an Option or SAR may be transferred pursuant to a domestic relations
order; provided, however, that if an Option is an Incentive Stock Option, such Option will be deemed to be a Nonstatutory Stock Option
as a result of such transfer. In addition, the Company may have the unilateral right to purchase the underlying shares acquired by a
non-Employee regardless of how the interests were transferred.


 


(b)
Performance Criteria. For purposes of this Plan, the term “Performance Criteria” shall mean any one or more
criteria based on financial performance, the occurrence of a specified corporate event (such as an acquisition or merger), personal performance
evaluations or completion of service, either individually, alternatively or in any combination, applied, as applicable, to either the
Company as a whole or to a Subsidiary, business unit, Affiliate or business segment, either individually, alternatively or in any combination,
and measured either annually or cumulatively over a period of years, on an absolute basis or relative to a pre-established target, to
previous years’ results or to a designated comparison group, in each case as specified by the Committee in the Award or by duly
adopted resolution. The Administrator may establish specific performance targets (including thresholds and whether to exclude certain
extraordinary, non-recurring, or similar items) and Award amounts, subject to the right of the Administrator to exercise discretion to
adjust payment amounts, either up or down, following the conclusion of the performance period on the basis of such further considerations
as the Administrator in its sole discretion shall determine. Extraordinary, non-recurring items that may be the basis of adjustment include,
but are not limited to, acquisitions or divestitures, restructurings, discontinued operations, extraordinary items, and other unusual
or non-recurring charges, an event either not directly related to the operations of the Company, Subsidiary, division, business segment
or business unit or not within the reasonable control of management, the cumulative effects of tax or accounting changes in accordance
with U.S. generally accepted accounting principles, and foreign exchange gains or losses. Without limiting the foregoing, performance
criteria may include objective measures with respect to the Company or any Business Unit: earnings, earnings per share, stock price increase,
total shareholder return (stock price increase plus dividends), return on equity, return on assets, return on capital, economic value
added, revenues, operating income, inventories, inventory turns, cash flows or any of the foregoing before the effect of acquisitions,
divestitures, accounting changes, and restructuring and special charges (determined according to criteria established by the Board).


 




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(c)
Termination of Employment or Board Membership. The Administrator shall determine as of the Grant Date (subject to modification
subsequent to the Grant Date) the effect a termination from membership on the Board by a Non-employee Director for any reason or a Termination
of Employment due to Disability, death, or otherwise (including Termination for Cause) shall have on any Award. Unless otherwise provided
in the Award Agreement:


 


(i)
Upon termination from membership on the Board by a Non-employee Director for any reason other than Disability or death or Termination
for Cause, any Option or SAR held by such Director that (1) has not vested and is not exercisable as of the effective date of such termination
from membership on the Board shall be subject to immediate cancellation and forfeiture, or (2) is vested and exercisable as of the effective
date of such termination shall remain exercisable for three (3) months thereafter (or such longer or shorter period specified in the
Award Agreement), or the remaining term of the Option or SAR, if less. Any unvested Stock Award, Stock Unit Award or Other Stock Based
Award held by a Non-employee Director at the time of termination from membership on the Board for a reason other than Disability or death
shall be immediately cancelled and forfeited.


 


(ii)
Termination from membership on the Board by a Non-employee Director due to Disability or death shall result in full vesting of any
outstanding Options or SARs and vesting of a prorated portion of any Stock Award, Stock Unit Award or Other Stock Based Award based upon
the full months of the applicable performance period, vesting period or other period of restriction elapsed as of the end of the month
in which the termination from membership on the Board by a Non-employee Director due to Disability or death occurs over the total number
of months in such period. Any Options or SARs that vest upon Disability shall remain exercisable for one year thereafter (or such longer
or shorter period specified in the Award Agreement), or the remaining term of the Option or SAR, if less. Any Options or SARs that vest
upon death shall remain exercisable for eighteen (18) months thereafter (or such longer or shorter period specified in the Award Agreement),
or the remaining term of the Option or SAR, if less. In the case of any Stock Award, Stock Unit Award or Other Stock Based Award that
vests on the basis of attainment of Performance Criteria, the pro-rata vested amount shall be based upon the target award.


 


(iii)
Upon Termination of Employment due to Disability or death, any Option or SAR held by an Employee shall, if not already fully vested,
become fully vested and exercisable as of the effective date of such Termination of Employment and shall remain exercisable for one year
after such Termination of Employment due to Disability or death (or such longer or shorter period specified in the Award Agreement),
or, in either case, the remaining term of the Option or SAR, if less. Termination of Employment due to Disability or death shall result
in vesting of a prorated portion of any Stock Award, Stock Unit Award or Other Stock Based Award based upon the full months of the applicable
performance period, vesting period or other period of restriction elapsed as of the end of the month in which the Termination of Employment
due to Disability or death occurs over the total number of months in such period. In the case of any Stock Award, Stock Unit Award or
Other Stock Based Award that vests on the basis of attainment of Performance Criteria, the pro-rata vested amount shall be based upon
the target award.


 


(iv)
Any other Termination of Employment shall result in immediate cancellation and forfeiture of all outstanding Awards that have not
vested as of the effective date of such Termination of Employment, and any vested and exercisable Options and SARs held at the time of
such Termination of Employment shall remain exercisable for three (3) months thereafter (or such longer or shorter period specified in
the Award Agreement), or the remaining term of the Option or SAR, if less. Notwithstanding the foregoing, all outstanding and unexercised
Options and SARs shall be immediately cancelled in the event of a Termination for Cause.


 




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(d)
Extension of Termination Date. Except as otherwise provided in the applicable Stock Award Agreement or other agreement between
the Participant and the Company, if the exercise of an Option or SAR following the termination of the Participant’s Continuous
Service (other than for Termination for Cause or upon the Participant’s death or Disability) would be prohibited at any time solely
because the issuance of Common Shares would violate the registration requirements under the Securities Act, then the Option or SAR will
terminate on the earlier of (i) the expiration of a period of three (3) months after the termination of the Participant’s Continuous
Service during which the exercise of the Option or SAR would not be in violation of such registration requirements, or (ii) the expiration
of the term of the Option or SAR as set forth in the Stock Award Agreement. In addition, unless otherwise provided in a Participant’s
Stock Award Agreement, if the sale of any Common Shares received upon exercise of an Option or SAR following the termination of the Participant’s
Continuous Service (other than Termination for Cause) would violate the Company’s insider trading policy, then the Option or SAR
will terminate on the earlier of (i) the expiration of a period equal to the applicable post-termination exercise period after the termination
of the Participant’s Continuous Service during which the exercise of the Option or SAR would not be in violation of the Company’s
insider trading policy, or (ii) the expiration of the term of the Option or SAR as set forth in the applicable Stock Award Agreement.


 


(e)
Non-Exempt Employees. No Option or SAR granted to an Employee who is a non-exempt employee for purposes of the Fair Labor Standards
Act of 1938, as amended, will be first exercisable for any Common Shares until at least six (6) months following the date of grant of
the Option or SAR. Notwithstanding the foregoing, consistent with the provisions of the Worker Economic Opportunity Act, in the event
of the Participant’s death or Disability, upon a Corporate Transaction or a Change in Control in which the vesting of such Options
or SARs accelerates, or upon the Participant’s retirement (as such term may be defined in the Participant’s Stock Award Agreement
or in another applicable agreement or in accordance with the Company’s then current employment policies and guidelines) any such
vested Options and SARs may be exercised earlier than six months following the date of grant. The foregoing provision is intended to
operate so that any income derived by a non-exempt employee in connection with the exercise or vesting of an Option or SAR will be exempt
from his or her regular rate of pay.


 


14.
Dividends and Dividend Equivalents.


 


Awards
other than Options and Stock Appreciation Rights may provide the Awardee with the right to receive dividend payments or dividend equivalent
payments on the Shares subject to the Award, whether or not such Award is vested. Notwithstanding the foregoing, dividends or dividend
equivalents shall not be paid with respect to Stock Awards, Stock Unit Awards or Other Stock-Based Awards that vest based on the achievement
of performance goals prior to the date the performance goals are satisfied and the Award is earned, and then shall be payable only with
respect to the number of Shares or Stock Units actually earned under the Award. Such payments may be made in cash, Shares or Stock Units
or may be credited as cash or Stock Units to an Awardee’s account and later settled in cash or Shares or a combination thereof,
as determined by the Administrator. Such payments and credits may be subject to such conditions and contingencies as the Administrator
may establish.


 




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15.
Adjustments upon Changes in Capitalization, Organic Change or Change of Control.


 


(a)
Adjustment Clause. In the event of (i) a stock dividend, extraordinary cash dividend, stock split, reverse stock split, share
combination, or recapitalization or similar event affecting the capital structure of the Company (each, a “Share Change”),
or (ii) a merger, consolidation, acquisition of property or shares, separation, spin-off, reorganization, stock rights offering, liquidation,
Disaffiliation, or similar event affecting the Company or any of its Subsidiaries (each, an “Organic Change”), the
Administrator or the Board shall make such substitutions or adjustments as it deems appropriate and equitable to (i) the Share limitations
set forth in Section 3, (ii) the number and kind of Shares covered by each outstanding Award, and (iii) the price per Share subject to
each such outstanding Award. In the case of Organic Changes, such adjustments may include, without limitation, (x) the cancellation of
outstanding Awards in exchange for payments of cash, property or a combination thereof having an aggregate value equal to the value of
such Awards, as determined by the Administrator or the Board in its sole discretion (it being understood that in the case of an Organic
Change with respect to which shareholders receive consideration other than publicly traded equity securities of the ultimate surviving
entity, any such determination by the Administrator that the value of an Option or Stock Appreciation Right shall for this purpose be
deemed to equal the excess, if any, of the value of the consideration being paid for each Share pursuant to such Organic Change over
the exercise price of such Option or Stock Appreciation Right shall conclusively be deemed valid); (y) the substitution of other property
(including, without limitation, cash or other securities of the Company and securities of entities other than the Company) for the Shares
subject to outstanding Awards; and (z) in connection with any Disaffiliation, arranging for the assumption of Awards, or replacement
of Awards with new awards based on other property or other securities (including, without limitation, other securities of the Company
and securities of entities other than the Company), by the affected Subsidiary, Affiliate, or division or by the entity that controls
such Subsidiary, Affiliate, or division following such Disaffiliation (as well as any corresponding adjustments to Awards that remain
based upon Company securities). The Committee may adjust in its sole discretion the Performance Criteria applicable to any Awards to
reflect any Share Change and any Organic Change and any unusual or non-recurring events and other extraordinary items, impact of charges
for restructurings, discontinued operations, and the cumulative effects of accounting or tax changes, each as defined by generally accepted
accounting principles or as identified in the Company’s financial statements, notes to the financial statements, management’s
discussion and analysis or the Company’s other SEC filings. Any adjustment under this Section 15(a) need not be the same for all
Participants.


 


(b)
Liquidation and Dissolution. Except as otherwise provided in the Stock Award Agreement, in the event of a dissolution or liquidation
of the Company, all outstanding Stock Awards (other than Stock Awards consisting of vested and outstanding Common Shares not subject
to a forfeiture condition or the Company’s right of repurchase) will terminate immediately prior to the completion of such dissolution
or liquidation, and the Common Shares subject to the Company’s repurchase rights or subject to a forfeiture condition may be repurchased
or reacquired by the Company notwithstanding the fact that the holder of the Stock Award is providing Continuous Service; provided, however,
that the Board may, in its sole discretion, cause some or all Stock Awards to become fully vested, exercisable and no longer subject
to repurchase or forfeiture (to the extent such Stock Awards have not previously expired or terminated) before the dissolution or liquidation
is completed but contingent on its completion.


 




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(c)
Corporate Transactions. The following provisions will apply to Stock Awards in the event of a Corporate Transaction unless otherwise
provided in the instrument evidencing the Stock Award or any other written agreement between the Company or any Affiliate and the holder
of the Stock Award or unless otherwise expressly provided by the Board at the time of grant of the Stock Award. Except as otherwise stated
in the Stock Award Agreement, in the event of a Corporate Transaction, then, notwithstanding any other provision of this Plan, the Board
will take one or more of the following actions with respect to Stock Awards, contingent upon the closing or completion of the Corporate
Transaction:


 


(i)
arrange for the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) to
assume or continue the Stock Award or to substitute a similar stock award for the Stock Award (including, but not limited to, an award
to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate Transaction);


 


(ii)
arrange for the assignment of any reacquisition or repurchase rights held by the Company in respect of Common Shares issued pursuant
to the Stock Award to the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company);



 


(iii)
accelerate the vesting, in whole or in part, of the Stock Award (and, if applicable, the time at which the Stock Award may be exercised)
to a date prior to the effective time of such Corporate Transaction, as the Board will determine (or, if the Board will not determine
such a date, to the date that is five (5) days prior to the effective date of the Corporate Transaction), with the Stock Award terminating
if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction; 


 


(iv)
arrange for the lapse of any reacquisition or repurchase rights held by the Company with respect to the Stock Award; 


 


(v)
cancel or arrange for the cancellation of the Stock Award, to the extent not vested or not exercised prior to the effective time of the
Corporate Transaction, in exchange for cash consideration, if any, as the Board, in its sole discretion, may consider appropriate; or



 


(vi)
provide that holder of the Stock Award may not exercise the Stock Award but will receive a payment, in the form as may be determined
by the Board equal to the excess, if any, of (A) the value of the property the holder of the Stock Award would have received upon the
exercise of the Stock Award, over (B) any exercise price payable by such holder in connection with such exercise. Payments under this
Section 9(c)(vi) may be delayed to the same extent that payment of consideration to the holders of the Common Shares in connection with
the Corporate Transaction is delayed as a result of escrows, earn outs, holdbacks or any other contingencies. 


 


The
Board need not take the same action with respect to all Stock Awards or with respect to all Participants.


 


(d)
Change of Control. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a Change
in Control as may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written agreement
between the Company or any Affiliate and the Participant, but in the absence of such provision, no such acceleration will occur.


 


(e)
Section 409A. Notwithstanding the foregoing: (i) any adjustments made pursuant to Section 14(a) to Awards that are considered
“deferred compensation” within the meaning of Section 409A of the Code shall be made in compliance with the requirements
of Section 409A of the Code; (ii) any adjustments made pursuant to Section 15(a) to Awards that are not considered “deferred compensation”
subject to Section 409A of the Code shall be made in such a manner as to ensure that, after such adjustment, the Awards either continue
not to be subject to Section 409A of the Code or comply with the requirements of Section 409A of the Code; (iii) the Administrator shall
not have the authority to make any adjustments pursuant to Section 15(a) to the extent that the existence of such authority would cause
an Award that is not intended to be subject to Section 409A of the Code to be subject thereto; and (iv) if any Award is subject to Section
409A of the Code, Section 15(b) shall be applicable only to the extent specifically provided in the Award Agreement and permitted pursuant
to Section 24 in order to ensure that such Award complies with Section 409A of the Code.


 




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16.
Amendment and Termination of the Plan.


 


(a)
Amendment and Termination. The Administrator may amend, alter or discontinue the Plan or any Award Agreement, but any such amendment
shall be subject to approval of the shareholders of the Company to the extent required by Applicable Law. In addition, unless approved
by the Board (and the shareholders of the Company to the extent required by Applicable Law) and subject to Section 16(b), no such amendment
shall be made that would increase the maximum aggregate number of Shares which may be subject to Awards granted under the Plan.


 


(b)
Effect of Amendment or Termination. No amendment, suspension or termination of the Plan shall impair the rights of any Participant
with respect to an outstanding Award, unless mutually agreed otherwise between the Participant and the Administrator, which agreement
must be in writing and signed by the Participant and the Company, except that no such agreement shall be required if the Administrator
determines in its sole discretion that such amendment either (i) is required or advisable in order for the Company, the Plan or the Award
to satisfy any Applicable Law or to meet the requirements of any accounting standard, or (ii) is not reasonably likely to significantly
diminish the benefits provided under such Award, or that any such diminishment has been adequately compensated, except that this exception
shall not apply following a Change of Control. Termination of the Plan shall not affect the Administrator’s ability to exercise
the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination.


 


(c)
Effect of the Plan on Other Arrangements. Neither the adoption of the Plan by the Board or a Committee nor the submission of the
Plan to the shareholders of the Company for approval, if required, shall be construed as creating any limitations on the power of the
Board or any Committee to adopt such other incentive arrangements as it or they may deem desirable, including without limitation, the
granting of restricted shares or restricted share units or stock options otherwise than under the Plan, and such arrangements may be
either generally applicable or applicable only in specific cases.


 


17.
Designation of Beneficiary.


 


(a)
An Awardee may file a written designation of a beneficiary who is to receive the Awardee’s rights pursuant to Awardee’s Awards
or the Awardee may include his or her Awards in an omnibus beneficiary designation for all benefits under the Plan. To the extent that
Awardee has completed a designation of beneficiary while employed with the Company or an Affiliate, such beneficiary designation shall
remain in effect with respect to any Award hereunder until changed by the Awardee to the extent enforceable under Applicable Law.


 


(b)
Such designation of beneficiary may be changed by the Awardee at any time by written notice. In the event of the death of an Awardee
and in the absence of a beneficiary validly designated under the Plan who is living at the time of such Awardee’s death, the Company
shall allow the legal representative of the Awardee’s estate to exercise the Award.


 


18.
No Right to Awards or to Employment.


 


No
person shall have any claim or right to be granted an Award and the grant of any Award shall not be construed as giving an Awardee the
right to continue in the employ of the Company or its Affiliates. Further, the Company and its Affiliates expressly reserve the right,
at any time, to dismiss any Employee or Awardee at any time without liability or any claim under the Plan, except as provided herein
or in any Award Agreement entered into hereunder.


 


19.
Legal Compliance.


 


Shares
shall not be issued pursuant to an Option, Stock Appreciation Right, Stock Award, Stock Unit Award or Other Stock-Based Award unless
such Option, Stock Appreciation Right, Stock Award or Other Stock-Based Award and the issuance and delivery of such Shares shall comply
with Applicable Law and shall be further subject to the approval of counsel for the Company with respect to such compliance. Unless the
Awards and Shares covered by this Plan have been registered under the Securities Act or the Company has determined that such registration
is unnecessary, each person receiving an Award or Shares pursuant to any Award may be required by the Company to give a representation
in writing that such person is acquiring such Shares for his or her own account for investment and not with a view to, or for sale in
connection with, the distribution of any part thereof.


 




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20.
Inability to Obtain Authority.


 


To
the extent the Company is unable to or the Administrator deems it unfeasible to obtain authority from any regulatory body having jurisdiction,
which authority is deemed by the Company’s counsel to be advisable or necessary to the lawful issuance and sale of any Shares hereunder,
the Company shall be relieved of any liability with respect to the failure to issue or sell such Shares as to which such requisite authority
shall not have been obtained.


 


21.
Reservation of Shares.


 


The
Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy
the requirements of the Plan.


 


22.
Notice.


 


Any
written notice to the Company required by any provisions of this Plan shall be addressed to the Secretary of the Company and shall be
effective when received. Any notice to a Participant hereunder shall be addressed to the last address of record with the Company and
shall be effective when sent via first class mail, courier service, or electronic mail to such last address of record.


 


23.
Governing Law; Interpretation of Plan and Awards.


 


(a)
This Plan and all determinations made and actions taken pursuant hereto shall be governed by the substantive laws, but not the choice
of law rules, of the state of Delaware, except as to matters governed by U.S. federal law.


 


(b)
If any provision of the Plan or any Award granted under the Plan is declared to be illegal, invalid or otherwise unenforceable by a court
of competent jurisdiction, such provision shall be reformed, if possible, to the extent necessary to render it legal, valid and enforceable,
or otherwise deleted, and the remainder of the terms of the Plan or Award shall not be affected except to the extent necessary to reform
or delete such illegal, invalid or unenforceable provision.


 


(c)
The headings preceding the text of each section hereof are inserted solely for convenience of reference, and shall not constitute a part
of the Plan, nor shall they affect its meaning, construction or effect.


 


(d)
The terms of the Plan and any Award shall inure to the benefit of and be binding upon the parties hereto and their respective permitted
heirs, beneficiaries, successors and assigns.


 




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24.
Section 409A.


 


It
is the intention of the Company that no Award shall be “deferred compensation” subject to Section 409A of the Code, unless
and to the extent that the Administrator specifically determines otherwise, and the Plan and the terms and conditions of all Awards shall
be interpreted accordingly. The terms and conditions governing any Awards that the Administrator determines will be subject to Section
409A of the Code, including any rules for elective or mandatory deferral of the delivery of cash or Shares pursuant thereto and any rules
regarding treatment of such Awards in the event of a Change of Control, shall be set forth in the applicable Award Agreement, deferral
election forms and procedures, and rules established by the Administrator, and shall comply in all respects with Section 409A of the
Code. The following rules will apply to Awards intended to be subject to Section 409A of the Code (“409A Awards”):


 


(a)
If a Participant is permitted to elect to defer an Award or any payment under an Award, such election will be permitted only at times
in compliance with Code Section 409A.


 


(b)
The Company shall have no authority to accelerate distributions relating to 409A Awards in excess of the authority permitted under Section
409A.


 


(c)
Any distribution of a 409A Award following a Termination of Employment that would be subject to Code Section 409A(a)(2)(A)(i) as a distribution
following a separation from service of a “specified employee” as defined under Code Section 409A(a)(2)(B)(i), shall occur
no earlier than the expiration of the six-month period following such Termination of Employment.


 


(d)
In the case of any distribution of a 409A Award, if the timing of such distribution is not otherwise specified in the Plan or an Award
Agreement or other governing document, the distribution shall be made not later than the end of the calendar year during which the settlement
of the 409A Award is specified to occur.


 


(e)
In the case of an Award providing for distribution or settlement upon vesting or the lapse of a risk of forfeiture, if the time of such
distribution or settlement is not otherwise specified in the Plan or an Award Agreement or other governing document, the distribution
or settlement shall be made not later than March 15 of the year following the year in which the Award vested or the risk of forfeiture
lapsed.


 


(f)
Notwithstanding anything herein to the contrary, neither the Company nor the Administrator makes any representation or guarantee that
the Plan or its administration shall comply with Code Section 409A, and in no event shall the Company or the Administrator be liable
for the payment of, or any gross up payment in connection with, any taxes or penalties owed by the Participant pursuant to Code Section
409A.


 


25.
Limitation on Liability.


 


The
Company and any Affiliate which is in existence or hereafter comes into existence shall not be liable to a Participant, an Employee,
an Awardee or any other persons as to:


 


(a)
The Non-Issuance of Shares. The non-issuance or sale of Shares as to which the Company has been unable to obtain from any regulatory
body having jurisdiction the authority deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any shares
hereunder; and


 


(b)
Tax or Exchange Control Consequences. Any tax consequence expected, but not realized, or any exchange control obligation owed,
by any Participant, Employee, Awardee or other person due to the receipt, exercise or settlement of any Option or other Award granted
hereunder.


 


26.
Unfunded Plan.


 


Insofar
as it provides for Awards, the Plan shall be unfunded. Although bookkeeping accounts may be established with respect to Awardees who
are granted Stock Awards, Stock Unit Awards or Other Stock-Based Awards under this Plan, any such accounts will be used merely as a bookkeeping
convenience. The Company shall not be required to segregate any assets which may at any time be represented by Awards, nor shall this
Plan be construed as providing for such segregation. Neither the Company nor the Administrator shall be deemed to be a trustee of Shares
or cash to be awarded under the Plan. Any liability of the Company to any Participant with respect to an Award shall be based solely
upon any contractual obligations which may be created by the Plan; no such obligation of the Company shall be deemed to be secured by
any pledge or other encumbrance on any property of the Company. Neither the Company nor the Administrator shall be required to give any
security or bond for the performance of any obligation which may be created by this Plan.


 




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27.
Foreign Employees and Consultants.


 


Awards
may be granted hereunder to Employees and Consultants who are foreign nationals, who are located outside the United States or who are
not compensated from a payroll maintained in the United States, or who are otherwise subject to (or could cause the Company to be subject
to) legal or regulatory provisions of countries or jurisdictions outside the United States, on such terms and conditions different from
those specified in the Plan as may, in the judgment of the Administrator, be necessary or desirable to foster and promote achievement
of the purposes of the Plan, and, in furtherance of such purposes, the Administrator may make such modifications, amendments, procedures,
or subplans as may be necessary or advisable to comply with such legal or regulatory provisions.


 


28.
Tax Withholding.


 


Each
Participant shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any federal, state,
local or foreign taxes of any kind required by law to be withheld with respect to any Award under the Plan no later than the date as
of which any amount under such Award first becomes includible in the gross income of the Participant for any tax purposes with respect
to which the Company has a tax withholding obligation. Unless otherwise determined by the Company, withholding obligations may be settled
with Shares, including Shares that are part of the Award that gives rise to the withholding requirement; provided, however, that not
more than the maximum statutory withholding requirement may be settled with Shares that are part of the Award. The obligations of the
Company under the Plan shall be conditional on such payment or arrangements, and the Company and its Affiliates shall, to the extent
permitted by law, have the right to deduct any such taxes from any vested Shares or any other payment due to the Participant at that
time or at any future time. The Administrator may establish such procedures as it deems appropriate, including making irrevocable elections,
for the settlement of withholding obligations with Shares.


 


29.
Cancellation of Award; Forfeiture of Gain.


 


Notwithstanding
anything to the contrary contained herein, an Award Agreement may provide that the Award will be cancelled and the Participant will forfeit
the Shares or cash received or payable on the vesting or exercise of the Award, and that the amount of any proceeds of the sale or gain
realized on the vesting or exercise of the Award must be repaid to the Company, under such conditions as may be required by Applicable
Law or established by the Committee in its sole discretion.


 







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