Exhibit 10.1


 


ANIKA
THERAPEUTICS, INC.


2017 OMNIBUS INCENTIVE PLAN


(As amended June 8,
2022)


 


Anika Therapeutics, Inc. sets forth herein the terms
of its 2017 Omnibus Incentive Plan.


 


		1.	PURPOSE



 


The Plan is intended to enhance the ability of the
Company and its Affiliates to attract and retain highly qualified officers, Non-employee Directors, employees, consultants and advisors,
and to motivate such individuals to serve the Company and its Affiliates and to expend maximum effort to improve the business results
and earnings of the Company, by providing to such persons an opportunity to acquire or increase a direct proprietary interest in the operations
and future success of the Company. To this end, the Plan provides for the grant of stock options, stock appreciation rights (“SARs”),
restricted stock, restricted stock units (“RSUs”), unrestricted stock, other share-based awards and cash awards. Any
of these awards may, but need not, be made as performance incentives to reward attainment of performance goals in accordance with the
terms hereof. Upon the Plan becoming effective, no further awards shall be made under the Prior Plan.


 


		2.	DEFINITIONS



 


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


 


“Acquiror”
shall have the meaning set forth in Section 15.2.1.


 


“Affiliate”
means any company or other trade or business that “controls,” is “controlled by” or is “under common control
with” the Company within the meaning of Rule 405 of Regulation C under the Securities Act, including any Subsidiary. 


 


“Annual
Incentive Award” means a cash-based Performance Award with a performance period that is the Company’s
fiscal year or other 12-month (or shorter) performance period as specified under the terms of the Award as approved by the Board.


 


“Award”
means a grant under the Plan of an Option, SAR, Restricted Stock, RSU, Other Share-based Award or cash award. 


 


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


 


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


 


“Business
Combination” shall have the meaning set forth in Section 15.2.2.


 


“Cause”
shall be defined as that term is defined in the Participant’s offer letter or other applicable employment agreement; or, if there
is no such definition, “Cause” means, as determined by the Company in its sole discretion and unless otherwise provided in
the applicable Award Agreement: (i) any material breach by the Participant of any agreement between the Participant and the Company; (ii)
the conviction of or plea of nolo contendere by the Participant to a felony or a crime involving moral turpitude; or (iii) any material
misconduct or willful and deliberate non-performance (other than by reason of disability) by the Participant of the Participant’s
duties to the Company. A Separation from Service for Cause shall be deemed to include a determination by the Company in its sole discretion
following a Participant’s Separation from Service that circumstances existing prior to such Separation from Service would have entitled
the Company or an Affiliate to have terminated the Participant’s service for Cause. All rights a Participant has or may have under
the Plan shall be suspended automatically during the pendency of any investigation by the Company, or during any negotiations between
the Company and the Participant, regarding any actual or alleged act or omission by the Participant of the type described in the applicable
definition of Cause.


 


 






     


     


    

 


“Change in Control” shall have the meaning set forth
in Section 15.2.2.


 


“Code” means the Internal Revenue Code of 1986.


 


“Committee” means the Compensation Committee of the Board,
or such other committee as determined by the Board. The Compensation Committee of the Board may designate a subcommittee of its members
to serve as the Committee (to the extent the Board has not designated another person, committee or entity as the Committee). The Board
will cause the Committee to satisfy the applicable requirements of any securities exchange on which the Common Stock may then be listed.
For purposes of Awards to Covered Employees intended to qualify as Performance-Based Compensation, to the extent required by Section 162(m),
Committee means all of the members of the Compensation Committee who are “outside directors” within the meaning of Section 162(m).
For purposes of Awards to Participants who are subject to Section 16 of the Exchange Act, Committee means all of the members of the
Compensation Committee who are “non-employee directors” within the meaning of Rule 16b-3 adopted under the Exchange Act.


 


“Company” means Anika Therapeutics, Inc., a Massachusetts
corporation, or any successor corporation.


 


“Common Stock” means the common stock of the Company.


 


“Consultant”
means a consultant or advisor that provides bona fide services to the Company or any Affiliate and who qualifies as a consultant or advisor
under Form S-8.


 


“Covered
Employee” means a Participant who is a “covered employee” within the meaning of Section 162(m)
as qualified by Section 12.4.


 


“Disability”
shall be defined as that term is defined in the Participant’s offer letter or other applicable employment agreement; or, if there
is no such definition, “Disability” means, as determined by the Company in its sole discretion and unless otherwise provided
in the applicable Award Agreement, the Participant is unable to perform each of the essential duties of such Participant’s position
by reason of a medically determinable physical or mental impairment which is potentially permanent in character or which can be expected
to last for a continuous period of not less than 12 months; provided, however, that, with respect to rules regarding expiration
of an Incentive Stock Option following termination of the Participant’s employment, “Disability” means “permanent
and total disability” as set forth in Code Section 22(e)(3).


 


“Effective
Date” means June 13, 2017, the date the Plan was approved by the Stockholders. 


 


“Exchange
Act” means the Securities Exchange Act of 1934.


 


“Fair
Market Value” means, as of any date, the value of the Common Stock as determined below. If the
Common Stock is listed on any established stock exchange or a national market system, including without limitation, the New York Stock
Exchange or the NASDAQ Stock Market, the Fair Market Value shall be the closing price of a share of Common Stock (or if no sales were
reported the closing price on the date immediately preceding such date) as quoted on such exchange or system on the day of determination.
In the absence of an established market for the Common Stock, the Fair Market Value shall be determined in good faith by the Board and
such determination shall be conclusive and binding on all persons. 


 


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


 


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


 


 






     


     


    

 


“Incentive
Stock Option” means an “incentive stock option” within the meaning of Code Section 422.



 


“Incumbent
Directors”shall have the meaning set forth in Section 15.2.2.


 


“New
Shares” shall have the meaning set forth in Section 15.1.



 


“Non-employee
Director” means a member of the Board or the board of directors of an Affiliate, in each case
who is not an officer or employee of the Company or any Affiliate. 


 


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


 


“Option”
means an option to purchase one or more Shares pursuant to the Plan. 


 


“Option
Price” means the exercise price for each Share subject to an Option. 


 


“Other
Share-based Awards” means Awards consisting of Share units, or other Awards, valued in whole or
in part by reference to, or otherwise based on, Shares.


 


“Participant”
shall mean a person who, as a Service Provider, has been granted an Award under the Plan; provided, however, that in the
case of the death or Disability of a Participant, the term “Participant” refers to the Participant’s estate or other
legal representative acting in a fiduciary capacity on behalf of the Participant under applicable state law and court supervision. 


 


“Performance
Award” means an Award made subject to the attainment of performance goals (as described in Section 12)
over a performance period established by the Committee, and includes an Annual Incentive Award.


 


“Performance-Based
Compensation” means “performance-based compensation” under Section 162(m).


 


“Plan”
means this Anika Therapeutics, Inc. 2017 Omnibus Incentive Plan. 


 


“Policy”
shall have the meaning set forth in Section 3.2.2. 


 


“Prior
Plan” means the Anika Therapeutics, Inc. Second Amended and Restated 2003 Stock Option and Incentive
Plan, as amended. 


 


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


 


“Restricted
Stock” means restricted Shares, awarded to a Participant pursuant to Section 10.



 


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



 


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


 


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


 


“Section 162(m)”
means Code Section 162(m).


 


“Section 409A”
means Code Section 409A. 


 


“Securities
Act” means the Securities Act of 1933.


 


 






     


     


    

 


“Separation
from Service” means the termination of the applicable Participant’s employment with, and
performance of services for, the Company and each Affiliate. A Participant employed by, or performing services for, an Affiliate or a
division of the Company or an Affiliate shall not be deemed to incur a Separation from Service if such Affiliate or division ceases to
be an Affiliate or division of the Company, as the case may be, and the Participant immediately thereafter becomes an employee of (or
service provider to), or member of the board of directors of, the Company or an Affiliate or a successor company or an affiliate or subsidiary
thereof. Approved temporary absences from employment because of illness, vacation or leave of absence and transfers among the Company
and its Affiliates shall not be considered Separations from Service. Notwithstanding the foregoing, with respect to any Award that constitutes
nonqualified deferred compensation under Section 409A, “Separation from Service” shall mean a “separation from
service” as defined under Section 409A.


 


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


 


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


 


“Share”
means a share of Common Stock.


 


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


 


“Stockholders”
means the stockholders of the Company.


 


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


 


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


 


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


 


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


 


“Voting
Securities” shall have the meaning set forth in Section 15.2.2.


 


		3.	ADMINISTRATION OF THE PLAN



 


3.1.             
General


 


The Board shall have such powers and authorities related
to the administration of the Plan as are consistent with the Company’s certificate of incorporation and bylaws and applicable law.
The Board shall have the power and authority to delegate its responsibilities hereunder to the Committee, which shall have full authority
to act in accordance with its charter, and with respect to the power and authority of the Board to act hereunder, all references to the
Board shall be deemed to include a reference to the Committee, unless such power or authority is specifically reserved by the Board. Except
as specifically provided in Section 14 or as otherwise may be required by applicable law, regulatory requirement or the certificate
of incorporation or the bylaws of the Company, the Board shall have full power and authority to take all actions and to make all determinations
required or provided for under the Plan, any Award or any Award Agreement, and shall have full power and authority to take all such other
actions and make all such other determinations not inconsistent with the specific terms and provisions of the Plan that the Board deems
to be necessary or appropriate to the administration of the Plan. The Committee shall administer the Plan; provided, however,
the Board shall retain the right to exercise the authority of the Committee to the extent consistent with applicable law and the applicable
requirements of any securities exchange on which the Common Stock may then be listed. All actions, determinations and decisions by the
Board or the Committee under the Plan or any Award Agreement, or with respect to any Award, shall be in the sole discretion of the Board
and shall be final, binding and conclusive on all persons. Without limitation, the Board shall have full and final power and authority,
subject to the other terms of the Plan, to:


 


		(i)	designate Participants;



 


 






     


     


    

 


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



 


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



 


		(iv)	establish the terms of each Award (including the Option Price of any Option, the nature and duration of
any restriction or condition (or provision for lapse thereof) relating to the vesting, exercise, transfer or forfeiture of an Award or
the Shares subject thereto and any terms or conditions that may be necessary to qualify Options as Incentive Stock Options);



 


		(v)	subject to applicable law, delegate its authority and duties to the Chief Executive Officer with respect
to the granting of Options to individuals who are not Covered Employees or “insiders” within the meaning of Section 16 of
the Exchange Act. Any such delegation by the Board shall include a limitation as to the amount of Options that may be granted during the
period of the delegation and shall contain guidelines as to the determination of the exercise price and the vesting criteria. The Board
may revoke or amend the terms of a delegation at any time but such action shall not invalidate any prior actions of the Board’ delegate
or delegates that were consistent with the terms of the Plan.;



 


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



 


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



 


3.2.             
Separation from Service for Cause; Clawbacks


 


3.2.1.        
Separation from Service for Cause


 


The Company may annul an Award if the Participant incurs
a Separation from Service for Cause.


 


3.2.2.        
Clawbacks


 


All awards, amounts or benefits received or outstanding
under the Plan shall be subject to clawback, cancellation, recoupment, rescission, payback, reduction or other similar action in accordance
with the terms of any Company clawback or similar policy (the “Policy”) or any applicable law related to such actions,
as may be in effect from time to time. A Participant’s acceptance of an Award shall be deemed to constitute the Participant’s
acknowledgement of and consent to the Company’s application, implementation and enforcement of any applicable Policy that may apply
to the Participant, whether adopted prior to or following the Effective Date, and any provision of applicable law relating to clawback,
cancellation, recoupment, rescission, payback or reduction of compensation, and the Participant’s agreement that the Company may
take such actions as may be necessary to effectuate any such policy or applicable law, without further consideration or action.


 


3.3.             
Deferral Arrangement


 


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


 


3.4.             
No Liability


 


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


 


 






     


     


    

 


3.5.             
Book Entry


 


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


 


3.6.             
No Repricing


 


Notwithstanding any provision herein to the contrary,
the repricing of Options or SARs is prohibited without prior approval of the Stockholders. For this purpose, a “repricing”
means any of the following (or any other action that has the same effect as any of the following): (i) changing the terms or conditions
of an Option or SAR to lower its Option Price or SAR Exercise Price; (ii) any other action that is treated as a “repricing”
under generally accepted accounting principles; and (iii) repurchasing for cash or canceling an Option or SAR at a time when its Option
Price or SAR Exercise Price is greater than the Fair Market Value of the underlying Shares in exchange for another Award, unless the cancellation
and exchange occurs in connection with a change in capitalization or similar change under Section 15. A cancellation and exchange
under clause (iii) would be considered a “repricing” regardless of whether it is treated as a “repricing” under
generally accepted accounting principles and regardless of whether it is voluntary on the part of the Participant.


 


		4.	STOCK SUBJECT TO THE PLAN



 


4.1.             
Authorized Number of Shares


 


Subject to adjustment under Section 15,
the total number of Shares authorized to be awarded under the Plan shall not exceed 4,850,000 shares. The grant of any full value Award
(i.e., an Award other than an Option or a SAR) shall be deemed, for purposes of determining the number of Shares available for issuance
under this Section 4.1, as an Award of two (2) Shares for each Share actually subject to the Award. The grant of an Option or SAR
shall be deemed, for purposes of determining the number of Shares available for issuance under this Section 4.1, as an Award for
one (1) Share for each such Share actually subject to the Award. Any Shares returned to the Plan pursuant to Section 4.2 shall
be returned to the reserved pool of Shares under the Plan in the same manner. In addition, Shares underlying any outstanding award granted
under a Prior Plan that, following the Effective Date, expires, or is terminated, surrendered or forfeited for any reason without issuance
of Shares shall be available for the grant of new Awards. As provided in Section 1, no new awards shall be granted under the
Prior Plan following the Effective Date. Shares issued under the Plan may consist in whole or in part of authorized but unissued Shares,
treasury Shares or Shares purchased on the open market or otherwise.


 


4.2.             
Share Counting


 


4.2.1.        
Any Award settled in cash shall not be counted as issued Shares for any purpose under the Plan.


 


4.2.2.        
If any Award expires, or is terminated, surrendered or forfeited, in whole or in part, the unissued
Shares covered by such Award shall again be available for the grant of Awards.


 


4.2.3.        
If Shares issued pursuant to the Plan are repurchased by, or are surrendered or forfeited to the Company
at no more than cost, such Shares shall again be available for the grant of Awards.


 


4.2.4.        
If Shares issuable upon exercise, vesting or settlement of an Award, or Shares owned by a Participant
(which are not subject to any pledge or other security interest), are surrendered or tendered to the Company in payment of the Option
Price or Purchase Price of an Award or any taxes required to be withheld in respect of an Award, in each case, in accordance with the
terms of the Plan and any applicable Award Agreement, such surrendered or tendered Shares shall not be available again for the grant of
Awards.


 


4.2.5.        
Substitute Awards shall not be counted against the number of Shares available for the grant of Awards.


 


 






     


     


    

 


4.3.             
Award Limits


 


4.3.1.        
Incentive Stock Options


 


Subject to adjustment under Section 15, 4,850,000
Shares available for issuance under the Plan shall be available for issuance as Incentive Stock Options.


 


4.3.2.        
Individual Award Limits for Section 162(m) -- Share-Based Awards


 


Subject to adjustment under Section 15, the maximum
number of each type of Award (other than cash-based Performance Awards) granted to any Participant in any calendar year shall not exceed
the following number of Shares: (i) Options and SARs: 400,000 Shares; and (ii) all share-based Performance Awards (including Restricted
Stock, RSUs and Other Share-based Awards that are Performance Awards): 400,000 Shares.


 


4.3.3.        
Individual Award Limits for Section 162(m) -- Cash-Based Awards


 


The maximum amount of cash-based Performance Awards intended
to qualify as Performance-Based Compensation granted to any Participant in any calendar year shall not exceed the following: (i) Annual
Incentive Awards: $1,000,000; and (ii) all other cash-based Performance Awards: $1,000,000.


 


4.3.4.        
Director Awards


 


The maximum value of Awards granted during any calendar
year to any Non-employee Director, taken together with any cash fees paid to such Non-employee Director during the calendar year and the
value of awards granted to the Non-employee Director under any other equity compensation plan of the Company or an Affiliate during the
calendar year, shall not exceed the following in total value (calculating the value of any Awards or other equity compensation plan awards
based on the fair market value as of grant date for financial reporting purposes): (i) $500,000 for the non-employee Chair or Lead Director
of the Board and (ii) $425,000 for each Non-employee Director other than the Chair or Lead Director of the Board; provided, however,
that awards granted to Non-employee Directors upon their initial election to the Board or the board of directors of an Affiliate shall
not be counted towards the limit under this Section 4.3.4.


 


		5.	EFFECTIVE DATE, DURATION AND AMENDMENTS



 


5.1.             
Term


 


The Plan shall be effective as of the Effective Date,
provided that it has been approved by the Stockholders. The Plan shall terminate automatically on the 10-year anniversary of the
Effective Date and may be terminated on any earlier date as provided in Section 5.2.


 


5.2.             
Amendment and Termination of the Plan


 


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


 


		6.	AWARD ELIGIBILITY AND LIMITATIONS



 


6.1.             
Service Providers


 


Subject to this Section 6, Awards may be
made to any Service Provider as the Board may determine and designate from time to time.


 


 






     


     


    

 


6.2.             
Successive Awards


 


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


 


6.3.             
Stand-Alone, Additional, Tandem, and Substitute Awards


 


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


 


6.4.             
Minimum Vesting


 


Notwithstanding any other provision of the Plan to
the contrary, Share-based Awards granted under the Plan shall vest no earlier than the first anniversary of the date the Award is granted,
excluding, for this purpose, any (i) Substitute Awards, (ii) Shares delivered in lieu of fully vested cash Awards, and (iii) Awards to
Non-employee Directors that vest on the earlier of the one year anniversary of the date of grant or the next annual meeting of stockholders
(provided that such vesting period under this clause (iii) may not be less than 50 weeks after grant; provided, that, the Board may grant
Share-based Awards without regard to the foregoing minimum vesting requirement with respect to a maximum of five percent (5%) of the available
share reserve authorized for issuance under the Plan pursuant to Section 4.1 (subject to adjustment under Section 15); and, provided further,
for the avoidance of doubt, that the foregoing restriction does not apply to the Committee’s discretion to provide for accelerated
exercisability or vesting of any Award, including in cases of retirement, death, disability or a Change in Control, in the terms of the
Award or otherwise.


 


		7.	AWARD AGREEMENT



 


The grant of any Award may be contingent upon the Participant
executing an appropriate Award Agreement, in such form or forms as the Board shall from time to time determine. Without limiting the foregoing,
an Award Agreement may be provided in the form of a notice which provides that acceptance of the Award constitutes acceptance of all terms
of the Plan and the notice. Award Agreements granted from time to time or at the same time need not contain similar provisions but shall
be consistent with the terms of the Plan. Each Award Agreement evidencing an Award of Options shall specify whether such Options are intended
to be Nonqualified Stock Options or Incentive Stock Options, and in the absence of such specification such options shall be deemed Nonqualified
Stock Options.


 


		8.	TERMS AND CONDITIONS OF OPTIONS



 


8.1.             
Option Price


 


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


 


8.2.             
Vesting


 


Subject to Section 8.3, each Option shall
become exercisable at such times and under such conditions (including performance requirements) as stated in the Award Agreement.


 


 






     


     


    

 


8.3.             
Term


 


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


 


8.4.             
Limitations on Exercise of Option


 


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


 


8.5.             
Method of Exercise


 


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


 


8.6.             
Rights of Holders of Options


 


Unless otherwise provided in the applicable Award Agreement,
an individual holding or exercising an Option shall have none of the rights of a Stockholder (for example, the right to direct the voting
of the subject Shares) until the Shares covered thereby are fully paid and issued to him or her. An individual holding an Option shall
not have the right to receive cash or dividend payments or distributions attributable to the subject Shares until the Option has been
exercised and the Shares covered thereby are fully paid and issued to him or her. Except as provided in Section 15 or the
related Award Agreement, no adjustment shall be made for dividends, distributions or other rights for which the record date is prior to
the date of such issuance.


 


8.7.             
Delivery of Stock Certificates


 


Subject to Section 3.5, promptly after
the exercise of an Option by a Participant and the payment in full of the Option Price, such Participant shall be entitled to the issuance
of a stock certificate which evidences, or electronic notice of a book entry which records, his or her ownership of the Shares subject
to the Option.


 


8.8.             
Limitations on Incentive Stock Options


 


An Option shall constitute an Incentive Stock Option
only (i) if the Participant of such Option is an employee of the Company or any Subsidiary of the Company; (ii) to the extent
specifically provided in the related Award Agreement; and (iii) to the extent that the aggregate Fair Market Value (determined at
the time the Option is granted) of the Shares with respect to which all Incentive Stock Options held by such Participant become exercisable
for the first time during any calendar year (under the Plan and all other plans of the Participant’s employer and its Affiliates)
does not exceed $100,000. This limitation shall be applied by taking Options into account in the order in which they were granted. No
Option shall be treated as an Incentive Stock Option unless the Plan has been approved by the Stockholders in a manner intended to comply
with the stockholder approval requirements of Code Section 422(b)(1); provided, however, that any Option intended to be
an Incentive Stock Option shall not fail to be effective solely on account of a failure to obtain such approval, but rather such Option
shall be treated as a Nonqualified Stock Option unless and until such stockholder approval is obtained.


 


 






     


     


    

 


		9.	TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS (SARs)



 


9.1.             
Right to Payment


 


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


 


9.2.             
Other Terms


 


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


 


9.3.             
Term of SARs


 


The term of a SAR granted under the Plan shall be determined
by the Board; provided, however, that such term shall not exceed 10 years.


 


9.4.             
Payment of SAR Amount


 


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


 


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



 


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



 


		10.	TERMS AND CONDITIONS OF RESTRICTED STOCK AND RESTRICTED STOCK UNITS (RSUs)



 


10.1.          
Restrictions (applicable to Restricted Stock and RSUs)


 


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


 


10.2.          
Delivery of Shares (applicable to Restricted Stock and RSUs)


 


Subject to Section 3.5, upon the expiration
or termination of any Service Period and the satisfaction of any other conditions prescribed by the Board, the restrictions applicable
to Shares of Restricted Stock or RSUs settled in Shares shall lapse, and, unless otherwise provided in the applicable Award Agreement,
a stock certificate for such Shares shall be delivered, free of all such restrictions, to the Participant or the Participant’s beneficiary
or estate, as the case may be.


 


 






     


     


    

 


10.3.          
Rights of Holders of Restricted Stock (applicable to Restricted Stock, not RSUs)


 


Unless otherwise provided in the applicable Award Agreement,
holders of Restricted Stock shall have rights as Stockholders, including voting and dividend rights; provided, however,
any dividends with respect to the Restricted Stock shall be withheld by the Company for the Participant’s account, and interest
may be credited on the amount of the dividends withheld at a rate and subject to such terms as determined by the Committee. The dividends
so withheld by the Committee and attributable to any particular share of Restricted Stock (and earnings thereon, if applicable) shall
be distributed to the Participant in cash or, at the discretion of the Committee, in Shares having a Fair Market Value equal to the amount
of such dividends, if applicable, upon the release of restrictions on such Share and, if such Share is forfeited, the Participant shall
have no right to such dividends.


 


10.4.          
Purchase of Restricted Stock (applicable to Restricted Stock, not RSUs)


 


The Participant shall be required, to the extent required
by applicable law, to purchase the Restricted Stock from the Company at a Purchase Price equal to the greater of (i) the aggregate
par value of the Shares represented by such Restricted Stock or (ii) the Purchase Price, if any, specified in the related Award Agreement.
If specified in the Award Agreement, the Purchase Price may be deemed paid by services already rendered. The Purchase Price shall be payable
in a form described in Section 11 or, if so determined by the Board, in consideration for past services rendered.


 


10.5.          
Restricted Stock Certificates (applicable to Restricted Stock, not RSUs)


 


Subject to Section 3.5, the Company shall
issue, in the name of each Participant to whom Restricted Stock has been granted, stock certificates or other evidence of ownership representing
the total number of Shares of Restricted Stock granted to the Participant, as soon as reasonably practicable after the Grant Date. The
Board may provide in an Award Agreement that either (i) the Secretary of the Company shall hold any stock certificates for the Participant’s
benefit until such time as the Restricted Stock is forfeited to the Company or the restrictions lapse or (ii) such certificates shall
be delivered to the Participant; provided, however, that such certificates shall bear a legend or legends that comply with
the applicable securities laws and regulations and make appropriate reference to the restrictions imposed under the Plan and the Award
Agreement.


 


10.6.          
Rights of Holders of RSUs (applicable to RSUs, not Restricted Stock)


 


10.6.1.     
Settlement of RSUs


 


RSUs may be settled in cash or Shares, as set forth in
the Award Agreement. The Award Agreement shall also set forth whether the RSUs shall be settled (i) within the time period specified
in Section 409A for short term deferrals or (ii) otherwise within the requirements of Section 409A, in which case the Award
Agreement shall specify upon which events such RSUs shall be settled.


 


10.6.2.     
Voting and Dividend Rights


 


Unless otherwise provided in the applicable Award Agreement,
holders of RSUs shall not have rights as Stockholders, including voting or dividend or dividend equivalents rights. Dividend equivalent
rights may be granted with respect to RSUs pursuant to Section 17.10.


 


10.6.3.     
Creditor’s Rights


 


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


 


 






     


     


    

 


		11.	FORM OF PAYMENT FOR OPTIONS AND RESTRICTED STOCK



 


11.1.          
General Rule


 


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


 


11.2.          
Surrender of Shares


 


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


 


11.3.          
Cashless Exercise


 


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


 


11.4.          
Other Forms of Payment


 


To the extent the Award Agreement so provides, payment
of the Option Price or the Purchase Price for Restricted Stock may be made in any other form that is consistent with applicable laws,
regulations and rules, including the Company’s withholding of Shares otherwise due to the exercising Participant.


 


		12.	TERMS AND CONDITIONS OF PERFORMANCE AWARDS



 


12.1.          
Performance Conditions


 


The right of a Participant to exercise or receive a
grant or settlement of any Award, and the timing thereof, may be subject to such performance conditions as may be specified by the Board.
The Board may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance
conditions, and may reduce the amounts payable under any Award subject to performance conditions, except as limited under Section 12.2
in the case of Performance-Based Compensation.


 


12.2.          
Performance Awards Granted to Designated Covered Employees


 


If and to the extent that the Board determines that
a Performance Award to be granted to a Participant who is designated by the Board as likely to be a Covered Employee should qualify as
Performance-Based Compensation, the grant, exercise or settlement of such Performance Award shall be contingent upon achievement of pre-established
performance goals and other terms set forth in this Section 12.2. Notwithstanding anything herein to the contrary, the Board
may provide for Performance Awards to Covered Employees that are not intended to qualify as Performance-Based Compensation.


 


 






     


     


    

 


12.2.1.     
Performance Goals Generally


 


The performance goals for Performance Awards shall consist
of one or more business criteria and a targeted level or levels of performance with respect to each of such criteria, as specified by
the Board consistent with this Section 12.2. Performance goals shall be objective and shall otherwise meet the requirements
of Section 162(m), including the requirement that the level or levels of performance targeted by the Board result in the achievement
of performance goals being “substantially uncertain.” The Board may determine that Performance Awards shall be granted, exercised
or settled upon achievement of any one performance goal or that two or more of the performance goals must be achieved as a condition to
grant, exercise or settlement of the Performance Awards. Performance goals may be established on a Company-wide basis, or with respect
to one or more business units, divisions, Affiliates or business segments, as applicable. To the extent consistent with the requirements
of Section 162(m), the Committee may determine at the time that goals under this Section 12 are established the extent
to which measurement of performance goals may exclude the impact of charges for restructuring, discontinued operations, extraordinary
items, debt redemption or retirement, asset write downs, litigation or claim judgments or settlements, acquisitions or divestitures, foreign
exchange gains and losses and other extraordinary, unusual or non-recurring items, and the cumulative effects of tax or accounting changes
(each as defined by generally accepted accounting principles and as identified in the Company’s financial statements or other SEC
filings). Performance goals may differ for Performance Awards granted to any one Participant or to different Participants.


 


12.2.2.     
Business Criteria


 


One or more of the following business criteria for the
Company, on a consolidated basis, or specified Affiliates or business units of the Company (except with respect to the total stockholder
return and earnings per share criteria), shall be used exclusively by the Board in establishing performance goals for Performance Awards:
(i) cash flow; (ii) earnings per share, as adjusted for any stock split, stock dividend or other recapitalization; (iii) earnings measures;
(iv) return on equity; (v) total stockholder return; (vi) share price performance, as adjusted for any stock split, stock dividend or
other recapitalization; (vii) return on capital; (viii) revenue; (ix) income; (x) profit margin; (xi) return on operating revenue; (xii)
brand recognition or acceptance; (xiii) customer satisfaction; (xiv) productivity; (xv) expense targets; (xvi) market share; (xvii) cost
control measures; (xviii) balance sheet metrics; (xix) strategic initiatives; (xx) implementation, completion or attainment of measurable
objectives with respect to recruitment or retention of personnel or employee satisfaction; (xxi) regulatory body approval for commercialization
of a product; (xxii) implementation or completion of critical projects; or (xxiii) any other business criteria established by the Board;
provided, however, that such business criteria shall include any derivations of business criteria listed above (e.g.,
income shall include pre-tax income, net income and operating income).


 


12.2.3.     
Timing for Establishing Performance Goals


 


Performance goals shall be established not later than
90 days after the beginning of any performance period applicable to Performance Awards, or at such other date as may be required or permitted
for Performance-Based Compensation.


 


12.2.4.     
Settlement of Performance Awards; Other Terms


 


Settlement of Performance Awards may be in cash, Shares,
other Awards or other property. The Board may reduce the amount of a settlement otherwise to be made in connection with such Performance
Awards.


 


12.3.          
Written Determinations


 


All determinations by the Board as to the establishment
of performance goals, the amount of any Performance Award pool or potential individual Performance Awards and the achievement of performance
goals relating to Performance Awards, shall be made in writing in the case of any Award intended to qualify as Performance-Based Compensation
to the extent required by Section 162(m). To the extent permitted by Section 162(m), the Board may delegate any responsibility
relating to Performance Awards.



 


12.4.          
Status of Section 12.2 Awards under Section 162(m)


 


It is the intent of the Company that Performance Awards
under Section 12.2 granted to persons who are designated by the Board as likely to be Covered Employees within the meaning
of Section 162(m) shall, if so designated by the Board, qualify as Performance-Based Compensation. Accordingly, the terms of Section 12.2,
including the definitions of Covered Employee and other terms used therein, shall be interpreted in a manner consistent with Section 162(m).
The foregoing notwithstanding, because the Board cannot determine with certainty whether a given Participant will be a Covered Employee
with respect to a fiscal year that has not yet been completed, the term Covered Employee as used herein shall mean only a person designated
by the Board, at the time of grant of Performance Awards, as likely to be a Covered Employee with respect to that fiscal year. If any
provision of the Plan or any agreement relating to such Performance Awards does not comply or is inconsistent with the requirements of
Section 162(m), such provision shall be construed or deemed amended to the extent necessary to conform to such requirements.



 


 






     


     


    













 


		13.	other SHARE-based awards



 


13.1.          
Grant of Other Share-based Awards


 


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


 


13.2.          
Terms of Other Share-based Awards


 


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


 


		14.	REQUIREMENTS OF LAW



 


14.1.          
General


 


The Company shall not be required to sell or issue
any Shares under any Award if the sale or issuance of such Shares would constitute a violation by the Participant, any other individual
exercising an Option or the Company of any provision of any law or regulation of any governmental authority, including any federal or
state securities laws or regulations. If at any time the Board determines that the listing, registration or qualification of any Shares
subject to an Award upon any securities exchange or under any governmental regulatory body is necessary or desirable as a condition of,
or in connection with, the issuance or purchase of Shares hereunder, no Shares may be issued or sold to the Participant or any other individual
exercising an Option pursuant to such Award unless such listing, registration, qualification, consent or approval shall have been effected
or obtained free of any conditions not acceptable to the Company, and any delay caused thereby shall in no way affect the date of termination
of the Award. Specifically, in connection with the Securities Act, upon the exercise of any Option or the delivery of any Shares underlying
an Award, unless a registration statement under such Act is in effect with respect to the Shares covered by such Award, the Company shall
not be required to sell or issue such Shares unless the Board has received evidence satisfactory to it that the Participant or any other
individual exercising an Option may acquire such Shares pursuant to an exemption from registration under the Securities Act. The Company
may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act. The Company shall not
be obligated to take any affirmative action in order to cause the exercise of an Option or the issuance of Shares pursuant to the Plan
to comply with any law or regulation of any governmental authority. As to any jurisdiction that expressly imposes the requirement that
an Option shall not be exercisable until the Shares covered by such Option are registered or are exempt from registration, the exercise
of such Option (under circumstances in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of
such registration or the availability of such an exemption. The Committee may require the Participant to sign such additional documentation,
make such representations and furnish such information as it may consider appropriate in connection with the grant of Awards or issuance
or delivery of Shares in compliance with applicable laws, rules and regulations.


 


14.2.          
Rule 16b-3


 


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


 


 






     


     


    

 


		15.	EFFECT OF CHANGES IN CAPITALIZATION



 


15.1.          
Adjustments for Changes in Capital Structure


 


Subject to any required action by the Stockholders,
in the event of any change in the Common Stock effected without receipt of consideration by the Company, whether through merger, consolidation,
reorganization, reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse stock split, split-up, split-off,
spin-off, combination of shares, exchange of shares or similar change in the capital structure of the Company, or in the event of payment
of a dividend or distribution to the Stockholders in a form other than Shares (excepting normal cash dividends) that has a material effect
on the Fair Market Value, appropriate and proportionate adjustments shall be made in the number and class of shares subject to the Plan
and to any outstanding Awards, and in the Option Price, SAR Exercise Price or Purchase Price per Share of any outstanding Awards in order
to prevent dilution or enlargement of Participants’ rights under the Plan. For purposes of the foregoing, conversion of any convertible
securities of the Company shall not be treated as “effected without receipt of consideration by the Company.” If a majority
of the Shares which are of the same class as the Shares that are subject to outstanding Awards are exchanged for, converted into, or otherwise
become (whether or not pursuant to a Change in Control) shares of another corporation (the “New Shares”), the Board
may unilaterally amend the outstanding Awards to provide that such Awards are for New Shares. In the event of any such amendment, the
number of Shares subject to, and the Option Price, SAR Exercise Price or Purchase Price per Share of, the outstanding Awards shall be
adjusted in a fair and equitable manner. Any fractional share resulting from an adjustment pursuant to this Section 15.1 shall
be rounded down to the nearest whole number and the Option Price, SAR Exercise Price or Purchase Price per share shall be rounded up to
the nearest whole cent. In no event may the exercise price of any Award be decreased to an amount less than the par value, if any, of
the stock subject to the Award. The Board may also make such adjustments in the terms of any Award to reflect, or related to, such changes
in the capital structure of the Company or distributions as it deems appropriate. Adjustments determined by the Board pursuant to this
Section 15.1 shall be made in accordance with Section 409A to the extent applicable.


 


15.2.          
Change in Control


 


15.2.1.     
Consequences of a Change in Control


 


Subject to the requirements and limitations of Section
409A if applicable, the Board may provide for any one or more of the following in connection with a Change in Control, which such actions
need not be the same for all Participants:


 


(a)                
Accelerated Vesting. The Board may provide in any Award Agreement, or in the event of a Change in Control may take such actions
as it deems appropriate to provide, for the acceleration of the exercisability, vesting or settlement in connection with such Change in
Control of each or any outstanding Award or portion thereof and Shares acquired pursuant thereto upon such terms, including a Participant’s
Separation from Service prior to, upon, or following such Change in Control, to such extent as determined by the Board.


 


(b)               
Assumption, Continuation or Substitution. In the event of a Change in Control, the surviving, continuing, successor or purchasing
corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent
of any Participant, either assume or continue the Company’s rights and obligations under each or any Award or portion thereof outstanding
immediately prior to the Change in Control or substitute for each or any such outstanding Award or portion thereof a substantially equivalent
award with respect to the Acquiror’s stock, as applicable. For purposes of this Section 15.2.1, an Award denominated in Shares
shall be deemed assumed if, following the Change in Control, the Award confers the right to receive, subject to the terms of the Plan
and the applicable Award Agreement, for each Share subject to the Award immediately prior to the Change in Control, the consideration
(whether stock, cash, other securities or property or a combination thereof) to which a Stockholder on the effective date of the Change
in Control was entitled; provided, however, that if such consideration is not solely common stock of the Acquiror, the Board may,
with the consent of the Acquiror, provide for the consideration to be received upon the exercise or settlement of the Award, for each
Share subject to the Award, to consist solely of common stock of the Acquiror equal in Fair Market Value to the per Share consideration
received by Stockholders pursuant to the Change in Control. If any portion of such consideration may be received by Stockholders pursuant
to the Change in Control on a contingent or delayed basis, the Board may determine such Fair Market Value as of the time of the Change
in Control on the basis of the Board’s estimate of the present value of the probable future payment of such consideration. Any Award
or portion thereof which is neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised or settled
as of the time of consummation of the Change in Control shall terminate and cease to be outstanding effective as of the time of consummation
of the Change in Control.


 


 






     


     


    

 


(c)                
Cash-Out of Awards. The Board may, without the consent of any Participant, determine that, upon the occurrence of a Change in Control,
each or any Award or a portion thereof outstanding immediately prior to the Change in Control and not previously exercised or settled
shall be canceled in exchange for a payment with respect to each vested Share (and each unvested Share, if so determined by the Board)
subject to such canceled Award in (i) cash, (ii) stock of the Company or of a corporation or other business entity a party to the Change
in Control or (iii) other property which, in any such case, shall be in an amount having a Fair Market Value equal to the Fair Market
Value of the consideration to be paid per Share in the Change in Control, reduced by the exercise or purchase price per Share, if any,
under such Award. If any portion of such consideration may be received by Stockholders pursuant to the Change in Control on a contingent
or delayed basis, the Board may determine such Fair Market Value as of the time of the Change in Control on the basis of the Board’s
estimate of the present value of the probable future payment of such consideration. In the event such determination is made by the Board,
the amount of such payment (reduced by applicable withholding taxes, if any) shall be paid to Participants in respect of the vested portions
of their canceled Awards as soon as practicable following the date of the Change in Control and in respect of the unvested portions of
their canceled Awards in accordance with the vesting schedules applicable to such Awards. For avoidance of doubt, if the amount determined
pursuant to this Section 15.2.1(c) for an Option or SAR is zero or less, the affected Option or SAR may be cancelled without any
payment therefore.


 


15.2.2.     
Change in Control Defined


 


Unless otherwise provided in the applicable Award Agreement,
a “Change in Control” means the consummation of any of the following events:


 


(a)                
the acquisition, other than from the Company, by any individual, entity or group (within the meaning of Section 13(d)(3) or Section 14(d)(2)
of the Exchange Act), other than the Company or any subsidiary, affiliate (within the meaning of Rule 144 promulgated under the Securities
Act) or employee benefit plan of the Company, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange
Act) of more than 50% of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally
in the election of directors (the “Voting Securities”); or


 


(b)               
a reorganization, merger, consolidation or recapitalization of the Company (a “Business Combination”), other than a
Business Combination in which more than 50% of the combined voting power of the outstanding voting securities of the surviving or resulting
entity immediately following the Business Combination is held by the persons who, immediately prior to the Business Combination, were
the holders of the Voting Securities; or


 


(c)                
a complete liquidation or dissolution of the Company, or a sale of all or substantially all of the assets of the Company; or


 


(d)               
during any period of 12 consecutive months, the Incumbent Directors cease to constitute a majority of the Board; “Incumbent Directors”
means individuals who were members of the Board at the beginning of such period or individuals whose election or nomination for election
to the Board by the Stockholders was approved by a vote of at least a majority of the then Incumbent Directors (but excluding any individual
whose initial election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors).


 


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


 


 






     


     


    

 


15.3.          
Adjustments


 


Adjustments under this Section 15 related
to Shares or other securities of the Company shall be made by the Board. No fractional Shares or other securities shall be issued pursuant
to any such adjustment, and any fractions resulting from any such adjustment shall be eliminated in each case by rounding downward to
the nearest whole Share.


 


		16.	No Limitations on Company



 


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


 


		17.	TERMS APPLICABLE GENERALLY TO AWARDS



 


17.1.          
Disclaimer of Rights


 


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


 


17.2.          
Nonexclusivity of the Plan


 


Neither the adoption of the Plan nor the submission
of the Plan to the Stockholders for approval shall be construed as creating any limitations upon the right or authority of the Board or
its delegate to adopt such other compensation arrangements as the Board or its delegate determines desirable.


 


17.3.          
Withholding Taxes


 


The Company or an Affiliate, as the case may be, shall
have the right to deduct from payments of any kind otherwise due to a Participant any federal, state or local taxes of any kind required
by law to be withheld (i) with respect to the vesting of or other lapse of restrictions applicable to an Award, (ii) upon the
issuance of any Shares upon the exercise of an Option or SAR or (iii) otherwise due in connection with an Award. At the time of such
vesting, lapse or exercise, the Participant shall pay to the Company or the Affiliate, as the case may be, any amount that the Company
or the Affiliate may reasonably determine to be necessary to satisfy such withholding obligation. In addition, the Board may provide one
or more Participants with the right to direct the Company to withhold, from the Shares otherwise issuable upon the exercise of an Option
or Stock Appreciation Right or upon the issuance of fully-vested Shares (whether pursuant to Restricted Stock, RSUs, Other Share-based
Awards, or otherwise), a portion of those Shares with an aggregate Fair Market Value equal to the percentage of the applicable withholding
taxes (not to exceed one hundred percent (100%)) designated by the Participant; provided, however, that the amount
of any Shares so withheld shall not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using
not more than the applicable maximum statutory withholding rates (or such other rates as required to avoid adverse accounting treatment
as determined by the Board). The Fair Market Value of the Shares used to satisfy such withholding obligation shall be determined by the
Company or the Affiliate as of the date that the amount of tax to be withheld is to be determined. A Participant who has made an election
pursuant to this Section 17.3 may satisfy his or her withholding obligation only with Shares that are not subject to any repurchase,
forfeiture, unfulfilled vesting or other similar requirements.


 


 






     


     


    

 


17.4.          
Other Provisions; Legends


 


Each Award Agreement may contain such other terms not
inconsistent with the Plan as may be determined by the Board. Any stock certificates for any Shares issued under the Plan shall be subject
to such stop-transfer orders and other restrictions as the Company in its sole discretion may deem advisable under the rules, regulations
and other requirements of the SEC, any securities exchange on which the Common Stock may then be listed and any applicable federal or
state securities law, and the Company in its sole discretion may cause a legend or legends to be placed on such certificates to make appropriate
reference to such restrictions.


 


17.5.          
Severability


 


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


 


17.6.          
Governing Law


 


The Plan shall be governed by and construed in accordance
with the internal laws of the Commonwealth of Massachusetts without regard to the principles of conflicts of law thereof or principles
of conflicts of laws of any other jurisdiction that could cause the application of the laws of any jurisdiction other than the Commonwealth
of Massachusetts. For purposes of resolving any dispute that arises directly or indirectly in connection with the Plan, each Participant,
by virtue of receiving an Award, shall be deemed to have submitted to and consented to the exclusive jurisdiction of the Commonwealth
of Massachusetts and to have agreed that any related litigation shall be conducted solely in the courts of Middlesex County, Massachusetts
or the United States District Court for the District of Massachusetts, where the Plan is made and to be performed, and no other courts.


 


17.7.          
Section 409A


 


The Plan is intended to comply with Section 409A,
and, accordingly, to the maximum extent permitted, the Plan shall be interpreted and administered to be in compliance therewith. Any payments
described in the Plan that are due within the “short-term deferral period” as defined in Section 409A shall not be treated
as deferred compensation unless applicable laws require otherwise. Notwithstanding anything to the contrary in the Plan, to the extent
required to avoid accelerated taxation and tax penalties under Section 409A, amounts that would otherwise be payable and benefits
that would otherwise be provided pursuant to the Plan during the six-month period immediately following the Participant’s Separation
from Service shall instead be paid on the first payroll date after the six-month anniversary of the Participant’s Separation from
Service (or the Participant’s death, if earlier). Notwithstanding the foregoing, neither the Company nor the Committee shall have
any obligation to take any action to prevent the assessment of any excise tax or penalty on any Participant under Section 409A and
neither the Company nor the Board shall have any liability to any Participant for such tax or penalty.


 


17.8.          
Separation from Service


 


The Board shall determine the effect of a Separation
from Service upon Awards, and such effect shall be set forth in the applicable Award Agreement. Without limiting the foregoing, the Board
may provide in the Award Agreements at the time of grant, or any time thereafter with the consent of the Participant, the actions that
will be taken upon the occurrence of a Separation from Service, including accelerated vesting or termination, depending upon the circumstances
surrounding the Separation from Service.


 


17.9.          
Transferability of Awards


 


17.9.1.     
Transfers in General


 


Except as provided in Section 17.9.2, no
Award shall be assignable or transferable by the Participant to whom it is granted, other than by will or the laws of descent and distribution,
and, during the lifetime of the Participant, only the Participant personally (or the Participant’s personal representative) may
exercise rights under the Plan.


 


 






     


     


    

 


17.9.2.     
Family Transfers


 


If authorized in the applicable Award Agreement, a Participant
may transfer, not for value, all or part of an Award (other than Incentive Stock Options) to any Family Member. For the purpose of this
Section 17.9.2, a “not for value” transfer is a transfer which is (i) a gift, (ii) a transfer under
a domestic relations order in settlement of marital property rights or (iii) a transfer to an entity in which more than 50% of the
voting interests are owned by Family Members (or the Participant) in exchange for an interest in that entity. Following a transfer under
this Section 17.9.2, any such Award shall continue to be subject to the same terms as were applicable immediately prior to
transfer. Subsequent transfers of transferred Awards are prohibited except to Family Members of the original Participant in accordance
with this Section 17.9.2 or by will or the laws of descent and distribution.


 


17.10.       
Dividends and Dividend Equivalent Rights


 


If specified in the Award Agreement, the recipient
of an Award may be entitled to receive, currently or on a deferred basis, dividends or dividend equivalents with respect to the Common
Stock or other securities covered by an Award; provided, however, that no dividends or dividend equivalents may be paid
or granted with respect to an Option or SAR or the Shares subject thereto until such Award has been exercised. The terms of a dividend
equivalent right may be set forth in the Award Agreement. Dividend equivalents credited to a Participant may be paid currently or may
be deemed to be reinvested in additional Shares or other securities of the Company at a price per unit equal to the Fair Market Value
on the date that such dividend was paid to Stockholders. Notwithstanding the foregoing, in no event will dividends or dividend equivalents
on any Award that is subject to vesting conditions (including the achievement of performance criteria) be payable before the Award has
become vested.


 


17.11.       
Data Protection


 


A Participant’s acceptance of an Award shall
be deemed to constitute the Participant’s acknowledgement of and consent to the collection and processing of personal data relating
to the Participant so that the Company and the Affiliates can fulfill their obligations and exercise their rights under the Plan and generally
administer and manage the Plan. This data shall include data about participation in the Plan and Shares offered or received, purchased
or sold under the Plan and other appropriate financial and other data (such as the date on which the Awards were granted) about the Participant
and the Participant’s participation in the Plan.


 


17.12.       
Plan Construction


 


In the Plan, unless otherwise stated, the following
uses apply: (i) references to a statute or law refer to the statute or law and any amendments and any successor statutes or laws,
and to all valid and binding governmental regulations, court decisions and other regulatory and judicial authority issued or rendered
thereunder, as amended, or their successors, as in effect at the relevant time; (ii) in computing periods from a specified date to
a later specified date, the words “from” and “commencing on” (and the like) mean “from and including,”
and the words “to,” “until” and “ending on” (and the like) mean “to and including”; (iii) indications
of time of day shall be based upon the time applicable to the location of the principal headquarters of the Company; (iv) the words
“include,” “includes” and “including” (and the like) mean “include, without limitation,”
“includes, without limitation” and “including, without limitation” (and the like), respectively; (v) all
references to articles and sections are to articles and sections in the Plan; (vi) all words used shall be construed to be of such
gender or number as the circumstances and context require; (vii) the captions and headings of articles and sections have been inserted
solely for convenience of reference and shall not be considered a part of the Plan, nor shall any of them affect the meaning or interpretation
of the Plan or any of its provisions; (viii) any reference to an agreement, plan, policy, form, document or set of documents, and
the rights and obligations of the parties under any such agreement, plan, policy, form, document or set of documents, shall mean such
agreement, plan, policy, form, document or set of documents as amended from time to time, and any and all modifications, extensions, renewals,
substitutions or replacements thereof; and (ix) all accounting terms not specifically defined shall be construed in accordance with
GAAP.


 


 






     


     


    

 


	Adopted by the Board:	March 31, 2017
	 	 
	Approved by the Stockholders:	June 13, 2017
	 	 
	Amended by the Stockholders:	June 18, 2019; June 16, 2020; June 16, 2021; June 8, 2022
	 	 
	Scheduled Termination Date:	June 13, 2027