Exhibit 10.1

      

       

      

      ATLANTIC AMERICAN CORPORATION

       

      2022 EQUITY AND INCENTIVE COMPENSATION PLAN

       

      1.           Purpose.  The purpose of this Plan is to permit award grants to non-employee
          directors, consultants, officers and other employees of the Company and its Subsidiaries and to provide to such persons incentives and rewards for performance
          and/or service.

       

      2.           Definitions.  As used in this Plan:

       

      (a)          “Affiliate” means any corporation,
          partnership, joint venture or other entity, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with the Company as determined by the Committee or the Board, as applicable, in its
          discretion.

       

      (b)          “Appreciation Right” means a right
          granted pursuant to Section 5 of this Plan.

       

      (c)          “Base Price” means the price to be
          used as the basis for determining the Spread upon the exercise of an Appreciation Right.

       

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

       

      (e)          “Capital Stock” means all shares,
          options, warrants, general or limited partnership interests, membership interests or other equivalents (regardless of how designated) of or in a corporation, partnership, limited liability company or equivalent entity whether voting or nonvoting,
          including common stock, preferred stock or any other equity security.

       

      (f)          “Cash Incentive Award” means a
          cash award granted pursuant to Section 8 of this Plan.

       

      (g)          “Change in Control” has the
          meaning set forth in Section 12 of this Plan.

       

      (h)          “Code” means the Internal Revenue
          Code of 1986, as amended, and the regulations thereunder, as such law and regulations may be amended from time to time.

       

      (i)          “Committee” means the Stock Option
          and Compensation Committee of the Board (or its successor), or any other committee of the Board designated by the Board to administer this Plan pursuant to Section 10 of this Plan.

       

      (j)          “Common Shares” means the common
          shares, par value $1.00 per share, of the Company or any security into which such common shares may be changed by reason of any transaction or event of the type referred to in Section 11 of this Plan.

       

      (k)          “Company” means Atlantic American
          Corporation, a Georgia corporation, and its successors.

       

      (l)          “Continuing Directors” means the
          members of the Board on the Effective Date and each other director nominated for election or elected to the Board with the approval of a majority of the Continuing Directors who were members of the Board at the time of such nomination or
          election.

       

      
        
          


      

      
      (m)         “Date of Grant” means the date
          provided for by the Committee on which a grant of Option Rights, Appreciation Rights, Performance Shares, Performance Units, Cash Incentive Awards, or other awards contemplated by Section 9 of this Plan, or a grant or sale of Restricted Shares, Restricted Stock Units, or other awards contemplated by Section 9
          of this Plan, will become effective (which date will not be earlier than the date on which the Committee takes action with respect thereto).

       

      (n)          “Detrimental Activity” means,
          unless otherwise set forth in an Evidence of Award or other agreement between the Company and a Participant:

       

      	

            	(i)	
              engaging in any activity as an employee, principal, agent, or consultant for another entity that competes, directly or indirectly, with the Company in any actual, researched, or prospective product, service, system, or business activity
                for which the Participant has had any direct or indirect responsibility during the last two years of his or her employment with, or having acted as a consultant to, the Company or a Subsidiary (or such other period specified in an Evidence
                of Award), in any territory in which the Company or a Subsidiary sells, markets, services, or utilizes such product, service, or system, or engages in such business activity (or any portion of such territory or such other territory
                specified in the Evidence of Award);

            


       

      	

            	(ii)	
              soliciting any employee of the Company or a Subsidiary to terminate his or her employment with the Company or a Subsidiary;

            


       

      	

            	(iii)	
              the disclosure to anyone outside the Company or a Subsidiary, or the use in other than the Company’s or a Subsidiary’s business, without prior written authorization from the Company, of any confidential, proprietary or trade secret
                information or material relating to the business of the Company or its Subsidiaries, acquired by the Participant during his or her employment with the Company or its Subsidiaries or while acting as a director of or consultant for the
                Company or its Subsidiaries;

            


       

      	

            	(iv)	
              the failure or refusal to disclose promptly and to assign to the Company upon request all right, title and interest in any invention or idea, patentable or not, made or conceived by the Participant during employment by, or while
                consulting with, the Company or any Subsidiary, relating in any manner to the actual or anticipated business, research or development work of the Company or any Subsidiary or the failure or refusal to do anything reasonably necessary to
                enable the Company or any Subsidiary to secure a patent where appropriate in the United States and in other countries;

            


       

      
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            	(v)	
              activity that results in Termination for Cause. For the purposes of this Section, “Termination for Cause” will mean a termination:

            


       

      	

            	(1)	
              due to the Participant’s willful and continuous gross neglect of his or her duties for which he or she is employed; or

            


       

      	

            	(2)	
              due to an act of dishonesty on the part of the Participant resulting or intended to result, directly or indirectly, in his or her gain for personal enrichment at the expense of the Company or a Subsidiary; or

            


       

      	

            	(vi)	
              any other conduct or act determined to be injurious, detrimental or prejudicial to any significant interest of the Company or any Subsidiary unless the Participant acted in good faith and in a manner he or she reasonably believed to be
                in or not opposed to the best interests of the Company.

            


       

      (o)          “Director” means a member of the
          Board.

       

      (p)          “Effective Date” means the date
          this Plan is approved by the Shareholders.

       

      (q)          “Evidence of Award” means an
          agreement, certificate, resolution or other type or form of writing or other evidence approved by the Committee that sets forth the terms and conditions of the awards granted under this Plan.  An Evidence of Award may be in an electronic medium,
          may be limited to notation on the books and records of the Company and, unless otherwise determined by the Committee, need not be signed by a representative of the Company or a Participant.

       

      (r)          “Exchange Act” means the
          Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, as such law, rules and regulations may be amended from time to time.

       

      (s)          “Incentive Stock Option” means an
          Option Right that is intended to qualify as an “incentive stock option” under Section 422 of the Code or any successor provision.

       

      (t)          “Management Objectives” means the
          performance objective or objectives established pursuant to this Plan for Participants who have received grants of Performance Shares, Performance Units or Cash Incentive Awards or, when so determined by the Committee, Option Rights, Appreciation
          Rights, Restricted Shares, Restricted Stock Units, dividend equivalents or other awards pursuant to this Plan.  The Management Objectives applicable to an award under this Plan (if any) shall be determined by the Committee, and may be based on
          one or more, or a combination, of metrics under the following categories or such other metrics as may be determined by the Committee (including relative or growth achievement regarding such metrics):

       

      
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            	(i)	
              Profits (e.g., operating income, underwriting income, EBIT, EBT, net income, earnings per share, residual or economic earnings, economic profit — these profitability metrics could be, but are not required to be, measured or subject to
                GAAP definition);

            


       

      	

            	(ii)	
              Cash Flow (e.g., EBITDA, free cash flow, free cash flow with or without specific capital expenditure target or range, including or excluding divestments and/or acquisitions, total cash flow, cash flow in excess of cost of capital or
                residual cash flow or cash flow return on investment);

            


       

      	

            	(iii)	
              Returns (e.g., Profits or Cash Flow returns on: assets, invested capital, net capital employed, and equity);

            


       

      	

            	(iv)	
              Liquidity Measures (e.g., debt-to-capital, debt-to-EBITDA, total debt ratio);

            


       

      	

            	(v)	
              Premium Growth, Underwriting Margin Growth, Cost Initiative and Stock Price Metrics (e.g., premiums earned, total revenues, revenue growth, underwriting margin and underwriting margin growth, material margin and material margin growth,
                stock price appreciation, and total return to shareholders); and

            


       

      	

            	(vi)	
              Strategic Initiative Key Deliverable Metrics consisting of one or more of the following: product development, strategic partnering, research and development, vitality index, market penetration, geographic business expansion goals, cost
                targets, customer satisfaction, employee satisfaction, management of employment practices and employee benefits, supervision of litigation and information technology, and goals relating to acquisitions or divestitures of subsidiaries,
                affiliates and joint ventures.

            


       

      If the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company, or the manner
        in which it conducts its business, or other events or circumstances render the Management Objectives unsuitable, the Committee may in its discretion modify such Management Objectives or the goals or actual levels of achievement regarding the
        Management Objectives, in whole or in part, as the Committee deems appropriate and equitable.

       

      (u)          “Market Value per Share” means, as
          of any particular date, the closing price of a Common Share as reported for that date on the NASDAQ Stock Market or, if the Common Shares are not then listed on the NASDAQ Stock Market, on any other national securities exchange on which the
          Common Shares are listed, or if there are no sales on such date, on the next preceding trading day during which a sale occurred.  If there is no regular public trading market for the Common Shares, then the Market Value per Share shall be the
          fair market value as determined in good faith by the Committee.  The Committee is authorized to adopt another fair market value pricing method provided such method is stated in the applicable Evidence of Award and is in compliance with the fair
          market value pricing rules set forth in Section 409A of the Code.

       

      
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      (v)          “Optionee” means the optionee
          named in an Evidence of Award evidencing an outstanding Option Right.

       

      (w)          “Option Price” means the purchase
          price payable on exercise of an Option Right.

       

      (x)          “Option Right” means the right to
          purchase Common Shares upon exercise of an award granted pursuant to Section 4 of this Plan.

       

      (y)          “Participant” means a person who
          is selected by the Committee to receive benefits under this Plan and who is at the time (i) a non-employee Director, (ii) an officer or other employee of the Company or any Subsidiary, including a person who has agreed to commence serving in such
          capacity within 90 days of the Date of Grant, or (iii) a person, including a consultant, who provides services to the Company or any Subsidiary that are equivalent to those typically provided by an employee (provided that such person satisfies
          the Form S-8 definition of an “employee”).

       

      (z)          “Performance Period” means, in
          respect of a Cash Incentive Award, Performance Share or Performance Unit, a period of time established pursuant to Section 8 of this Plan within which the
          Management Objectives relating to such Cash Incentive Award, Performance Share or Performance Unit are to be achieved.

       

      (aa)        “Performance Share” means a
          bookkeeping entry that records the equivalent of one Common Share awarded pursuant to Section 8 of this Plan.

       

      (bb)        “Performance Unit” means a
          bookkeeping entry awarded pursuant to Section 8 of this Plan that records a unit equivalent to $1.00 or such other value as is determined by the Committee.

       

      (cc)        “Permitted Holder” means: (i) the
          estate of J. Mack Robinson; (ii) Harriet J. Robinson and her lineal descendants and spouses of her lineal descendants, and Hilton H. Howell, Jr. and his lineal descendants and spouses of his lineal descendants; (iii) in the event of the
          incompetence or death of any of the Persons described in clause (ii), such Person’s estate, executor, administrator, committee or other personal representative; (iv) any trusts created for the benefit of the Persons described in clause (i) or
          (ii); (v) any Person controlled by any of the Persons described in clause (i), (ii), (iii) or (iv); and (vi) any group of Persons (as defined in the Exchange Act) in which the Persons described in clause (i), (ii), (iii), (iv) or (v),
          individually or collectively, control such group.

       

      (dd)        “Plan” means this Atlantic American
          Corporation 2022 Equity and Incentive Compensation Plan, as may be amended or amended and restated from time to time.

       

      (ee)        “Predecessor Plan” means the
          Atlantic American Corporation 2012 Equity Incentive Plan.

       

      
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      (ff)         “Predecessor Plan Termination
          Date” means May 1, 2022.

       

      (gg)        “Restricted Shares” means Common
          Shares granted or sold pursuant to Section 6 of this Plan as to which neither the substantial risk of forfeiture nor the prohibition on transfer has
          expired.

       

      (hh)        “Restricted Stock Units” means an
          award made pursuant to Section 7 of this Plan of the right to receive Common Shares, cash or a combination thereof at the end of the applicable Restriction
          Period.

       

      (ii)          “Restriction Period” means the
          period of time during which Restricted Stock Units are subject to restrictions, as provided in Section 7 of this Plan.

       

      (jj)          “Shareholder” means an individual
          or entity that owns one or more Common Shares.

       

      (kk)        “Spread” means the excess of the
          Market Value per Share on the date when an Appreciation Right is exercised over the Base Price provided for with respect to the Appreciation Right.

       

      (ll)          “Subsidiary” means a corporation,
          company or other entity (i) more than 50% of whose outstanding shares or securities (representing the right to vote for the election of directors or other managing authority) are, or (ii) which does not have outstanding shares or securities (as
          may be the case in a partnership, joint venture, limited liability company, unincorporated association or other similar entity), but more than 50% of whose ownership interest representing the right generally to make decisions for such other
          entity is, now or hereafter, owned or controlled, directly or indirectly, by the Company; provided, however,
          that for purposes of determining whether any person may be a Participant for purposes of any grant of Incentive Stock Options, “Subsidiary” means any corporation in which the Company at the time owns or controls, directly or indirectly, more than
          50% of the total combined Voting Power represented by all classes of stock issued by such corporation.

       

      (mm)     “Voting Power” means, at any time, the
          combined voting power of the then-outstanding securities entitled to vote generally in the election of Directors in the case of the Company, or members of the board of directors or similar body in the case of another entity.

       

      3.          Shares Available Under this Plan.

       

      (a)          Maximum Shares Available Under this Plan.

       

      	

            	(i)	
              Subject to adjustment as provided in Section 11 of this Plan and the share counting rules set forth in Section 3(b) of this Plan, the number
                of Common Shares available under this Plan for awards of (A) Option Rights or Appreciation Rights, (B) Restricted Shares, (C) Restricted Stock Units, (D) Performance Shares or Performance Units, (E) awards contemplated by Section 9 of this Plan, or (F) dividend equivalents paid with respect to awards made under this Plan will not exceed in the aggregate (x) 3,000,000
                Common Shares, plus (y) the Common Shares that are subject to awards granted under this Plan or the Predecessor Plan that are added (or added back, as applicable) to the aggregate number of Common Shares available under this Section 3(a)(i) pursuant to the share counting rules of this Plan.  Such shares may be shares of original issuance or treasury shares or a combination of the foregoing.

            


       

      
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            	(ii)	
              Subject to the share counting rules set forth in Section 3(b) of this Plan, the aggregate number of Common Shares available under Section 3(a)(i)
                of this Plan will be reduced by one Common Share for every one Common Share subject to an award granted under this Plan.

            


       

      (b)          Share Counting Rules.

       

      	

            	(i)	
              Except as provided in Section 22 of this Plan, if any award granted under this Plan (in whole or in part) is cancelled or forfeited, expires, is settled for cash, or is unearned, the Common
                Shares subject to such award will, to the extent of such cancellation, forfeiture, expiration, cash settlement, or unearned amount, again be available under Section 3(a)(i) above.

            


       

      	

            	(ii)	
              If, on or after the Predecessor Plan Termination Date, any Common Shares subject to an award granted under the Predecessor Plan are forfeited, or an award granted under the Predecessor Plan (in
                whole or in part) is cancelled or forfeited, expires, is settled for cash, or is unearned, the Common Shares subject to such award will, to the extent of such cancellation, forfeiture, expiration, cash settlement, or unearned amount, be
                available for awards under this Plan.

            


       

      	

            	(iii)	
              Notwithstanding anything to the contrary contained in this Plan: (A) Common Shares withheld by the Company, tendered or otherwise used in payment of the Option Price of an Option Right (or the option price of
                an option granted under the Predecessor Plan) will not be added (or added back, as applicable) to the aggregate number of Common Shares available under Section 3(a)(i) of this Plan; (B) Common
                Shares withheld by the Company, tendered or otherwise used to satisfy tax withholding with respect to awards will not be added (or added back, as applicable) to the aggregate number of Common Shares available under Section 3(a)(i) of this Plan; (C) Common Shares subject to a share-settled Appreciation Right that are not actually issued in connection with the settlement of such Appreciation Right on the
                exercise thereof will not be added (or added back, as applicable) to the aggregate number of Common Shares available under Section 3(a)(i) of this Plan; and (D) Common Shares reacquired by the
                Company on the open market or otherwise using cash proceeds from the exercise of Option Rights will not be added (or added back, as applicable) to the aggregate number of Common Shares available under Section
                    3(a)(i) of this Plan.

            


       

      
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            	(iv)	
              If, under this Plan, a Participant has elected to give up the right to receive compensation in exchange for Common Shares based on fair market value, such Common Shares will not count against the aggregate
                limit under Section 3(a)(i) of this Plan.

            


       

      (c)          Limit on Incentive Stock Options.  Notwithstanding anything to the contrary contained in this Plan, and subject to adjustment as provided in Section 11 of this Plan, the aggregate number of Common Shares actually issued or transferred by the Company upon the exercise of Incentive Stock Options will not exceed 3,000,000 Common Shares.

       

      (d)          Non-Employee Director Compensation Limit.  Notwithstanding anything to the contrary contained in this Plan, in no event will any non-employee Director in any one calendar year be granted compensation
          for such service having an aggregate maximum value (measured at the Date of Grant as applicable, and calculating the value of any awards based on the grant date fair value for financial reporting purposes) in excess of $500,000.

       

      4.           Option Rights.  The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the granting to Participants of Option Rights. 
          Each such grant may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions:

       

      (a)          Each grant will specify the number
          of Common Shares to which it pertains subject to the limitations set forth in Section 3 of this Plan.

       

      (b)          Each grant will specify an Option
          Price per Common Share, which Option Price (except with respect to awards under Section 22 of this Plan) may not be less than the Market Value per Share on
          the Date of Grant.

       

      (c)          Each grant will specify whether
          the Option Price will be payable (i) in cash, by check acceptable to the Company or by wire transfer of immediately available funds, (ii) by the actual or constructive transfer to the Company of Common Shares owned by the Optionee having a value
          at the time of exercise equal to the total Option Price, (iii) subject to any conditions or limitations established by the Committee, by the withholding of Common Shares otherwise issuable upon exercise of an Option Right pursuant to a “net
          exercise” arrangement (it being understood that, solely for purposes of determining the number of treasury shares held by the Company, the Common Shares so withheld will not be treated as issued and acquired by the Company upon such exercise),
          (iv) by a combination of such methods of payment, or (v) by such other methods as may be approved by the Committee.

       

      (d)          To the extent permitted by law,
          any grant may provide for deferred payment of the Option Price from the proceeds of sale through a bank or broker on a date satisfactory to the Company of some or all of the Common Shares to which such exercise relates.

       

      
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      (e)          Each grant will specify the period
          or periods of continuous service by the Optionee with the Company or any Subsidiary, if any, that is necessary before any Option Rights or installments thereof will vest.  Option Rights may provide for continued vesting or the earlier vesting of
          such Option Rights, including in the event of the retirement, death, disability or termination of employment or service of a Participant or in the event of a Change in Control.

       

      (f)          Any grant of Option Rights may
          specify Management Objectives regarding the vesting of such rights.

       

      (g)          Option Rights granted under this
          Plan may be (i) options, including Incentive Stock Options, that are intended to qualify under particular provisions of the Code, (ii) options that are not intended to so qualify, or (iii) combinations of the foregoing.  Incentive Stock Options
          may only be granted to Participants who meet the definition of “employees” under Section 3401(c) of the Code.

       

      (h)          No Option Right will be
          exercisable more than 10 years from the Date of Grant.  The Committee may provide in any Evidence of Award for the automatic exercise of an Option Right upon such terms and conditions as established by the Committee.

       

      (i)          Option Rights granted under this
          Plan may not provide for any dividends or dividend equivalents thereon.

       

      (j)          Each grant of Option Rights will
          be evidenced by an Evidence of Award.  Each Evidence of Award will be subject to this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee may approve.

       

      5.           Appreciation Rights.

       

      (a)          The Committee may, from time to
          time and upon such terms and conditions as it may determine, authorize the granting to any Participant of Appreciation Rights.  An Appreciation Right will be the right of the Participant to receive from the Company an amount determined by the
          Committee, which will be expressed as a percentage of the Spread (not exceeding 100%) at the time of exercise.

       

      (b)          Each grant of Appreciation Rights
          may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions:

       

      	

            	(i)	
              Each grant may specify that the amount payable on exercise of an Appreciation Right will be paid by the Company in cash, Common Shares or any combination thereof.

            


       

      	

            	(ii)	
              Each grant will specify the period or periods of continuous service by the Participant with the Company or any Subsidiary, if any, that is necessary before the Appreciation Rights or installments thereof will vest.  Appreciation Rights
                may provide for continued vesting or the earlier vesting of such Appreciation Rights, including in the event of the retirement, death, disability or termination of employment or service of a Participant or in the event of a Change in
                Control.

            


       

      
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            	(iii)	
              Any grant of Appreciation Rights may specify Management Objectives regarding the vesting of such Appreciation Rights.

            


       

      	

            	(iv)	
              Appreciation Rights granted under this Plan may not provide for any dividends or dividend equivalents thereon.

            


       

      	

            	(v)	
              Each grant of Appreciation Rights will be evidenced by an Evidence of Award.  Each Evidence of Award will be subject to this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee may approve.

            


       

      (c)          Also, regarding Appreciation
          Rights:

       

      	

            	(i)	
              Each grant will specify in respect of each Appreciation Right a Base Price, which (except with respect to awards under Section 22 of this Plan) may not be less than the Market Value per
                Share on the Date of Grant; and

            


       

      	

            	(ii)	
              No Appreciation Right granted under this Plan may be exercised more than 10 years from the Date of Grant.  The Committee may provide in any Evidence of Award for the automatic exercise of an Appreciation Right upon such terms and
                conditions as established by the Committee.

            


       

      6.           Restricted Shares.  The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the grant or sale of Restricted Shares to
          Participants.  Each such grant or sale may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions:

       

      (a)          Each such grant or sale will
          constitute an immediate transfer of the ownership of Common Shares to the Participant in consideration of the performance of services, entitling such Participant to voting, dividend and other ownership rights (subject in particular to Section 6(g) of this Plan), but subject to the substantial risk of forfeiture and restrictions on transfer hereinafter described.

       

      (b)          Each such grant or sale may be
          made without additional consideration or in consideration of a payment by such Participant that is less than the Market Value per Share on the Date of Grant.

       

      (c)          Each such grant or sale will
          provide that the Restricted Shares covered by such grant or sale will be subject to a “substantial risk of forfeiture” within the meaning of Section 83 of the Code for a period to be determined by the Committee on the Date of Grant or until
          achievement of Management Objectives referred to in Section 6(e) of this Plan.

       

      
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      (d)          Each such grant or sale will
          provide that during or after the period for which such substantial risk of forfeiture is to continue, the transferability of the Restricted Shares will be prohibited or restricted in the manner and to the extent prescribed by the Committee on the
          Date of Grant (which restrictions may include rights of repurchase or first refusal of the Company or provisions subjecting the Restricted Shares to a continuing substantial risk of forfeiture while held by any transferee).

       

      (e)          Any grant of Restricted Shares may
          specify Management Objectives regarding the vesting of such Restricted Stock.

       

      (f)          Notwithstanding anything to the
          contrary contained in this Plan, Restricted Shares may provide for continued vesting or the earlier vesting of such Restricted Shares, including in the event of the retirement, death, disability or termination of employment or service of a
          Participant or in the event of a Change in Control.

       

      (g)          Any such grant or sale of
          Restricted Shares may require that any and all dividends or other distributions paid thereon during the period of such restrictions be automatically deferred and/or reinvested in additional Restricted Shares, which will be subject to the same
          restrictions as the underlying award.  For the avoidance of doubt, any such dividends or other distributions on Restricted Shares will be deferred until, and paid contingent upon, the vesting of such Restricted Shares.

       

      (h)          Each grant or sale of Restricted
          Shares will be evidenced by an Evidence of Award.  Each Evidence of Award will be subject to this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee may approve.  Unless otherwise directed by the
          Committee, (i) all certificates representing Restricted Shares will be held in custody by the Company until all restrictions thereon will have lapsed, together with a stock power or powers executed by the Participant in whose name such
          certificates are registered, endorsed in blank and covering such shares or (ii) all Restricted Shares will be held at the Company’s transfer agent in book entry form with appropriate restrictions relating to the transfer of such Restricted
          Shares.

       

      7.           Restricted Stock Units.  The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the granting or sale of Restricted
          Stock Units to Participants.  Each such grant or sale may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions:

       

      (a)          Each such grant or sale will
          constitute the agreement by the Company to deliver Common Shares or cash, or a combination thereof, to the Participant in the future in consideration of the performance of services, but subject to the fulfillment of such conditions (which may
          include achievement regarding Management Objectives) during the Restriction Period as the Committee may specify.

       

      (b)          Each such grant or sale may be
          made without additional consideration or in consideration of a payment by such Participant that is less than the Market Value per Share on the Date of Grant.

       

      (c)          Notwithstanding anything to the
          contrary contained in this Plan, Restricted Stock Units may provide for continued vesting or the earlier lapse or other modification of the Restriction Period, including in the event of the retirement, death, disability or termination of
          employment or service of a Participant or in the event of a Change in Control.

       

      
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      (d)          During the Restriction Period, the
          Participant will have no right to transfer any rights under his or her award and will have no rights of ownership in the Common Shares deliverable upon payment of the Restricted Stock Units and will have no right to vote them, but the Committee
          may, at or after the Date of Grant, authorize the payment of dividend equivalents on such Restricted Stock Units on a deferred and contingent basis, either in cash or in additional Common Shares; provided, however, that dividend equivalents or other distributions on Common Shares underlying Restricted Stock Units shall be deferred until,
          and paid contingent upon, the vesting of such Restricted Stock Units.

       

      (e)          Each grant or sale of Restricted
          Stock Units will specify the time and manner of payment of the Restricted Stock Units that have been earned.  Each grant or sale will specify that the amount payable with respect thereto will be paid by the Company in Common Shares or cash, or a
          combination thereof.

       

      (f)          Each grant or sale of Restricted
          Stock Units will be evidenced by an Evidence of Award.  Each Evidence of Award will be subject to this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee may approve.

       

      8.           Cash Incentive Awards, Performance Shares and Performance Units.  The Committee may, from time to time and upon such terms and conditions as it may determine,
          authorize the granting of Cash Incentive Awards, Performance Shares and Performance Units.  Each such grant may utilize any or all of the authorizations, and will be subject to all of the requirements, contained in the following provisions:

       

      (a)          Each grant will specify the number
          or amount of Performance Shares or Performance Units, or amount payable with respect to a Cash Incentive Award, to which it pertains, which number or amount may be subject to adjustment to reflect changes in compensation or other factors.

       

      (b)          The Performance Period with
          respect to each Cash Incentive Award or grant of Performance Shares or Performance Units will be such period of time as will be determined by the Committee, which may be subject to continued vesting or earlier lapse or other modification,
          including in the event of the retirement, death, disability or termination of employment or service of a Participant or in the event of a Change in Control.

       

      (c)          Each grant of a Cash Incentive
          Award, Performance Shares or Performance Units will specify Management Objectives regarding the earning of the award.

       

      (d)          Each grant will specify the time
          and manner of payment of a Cash Incentive Award, Performance Shares or Performance Units that have been earned.

       

      (e)          The Committee may, on the Date of
          Grant of Performance Shares or Performance Units, provide for the payment of dividend equivalents to the holder thereof either in cash or in additional Common Shares, which dividend equivalents will be subject to deferral and payment on a
          contingent basis based on the Participant’s earning and vesting of the Performance Shares or Performance Units, as applicable, with respect to which such dividend equivalents are paid.

       

      
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      (f)          Each grant of a Cash Incentive
          Award, Performance Shares or Performance Units will be evidenced by an Evidence of Award.  Each Evidence of Award will be subject to this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee may approve.

       

      9.           Other Awards.

       

      (a)          Subject to applicable law and the
          applicable limits set forth in Section 3 of this Plan, the Committee may authorize the grant to any Participant of Common Shares or such other awards that
          may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Common Shares or factors that may influence the value of such shares, including, without limitation, convertible or exchangeable
          debt securities, other rights convertible or exchangeable into Common Shares, purchase rights for Common Shares, awards with value and payment contingent upon performance of the Company or specified Subsidiaries, affiliates or other business
          units thereof or any other factors designated by the Committee, and awards valued by reference to the book value of the Common Shares or the value of securities of, or the performance of specified Subsidiaries or affiliates or other business
          units of the Company.  The Committee will determine the terms and conditions of such awards.  Common Shares delivered pursuant to an award in the nature of a purchase right granted under this Section 9 will be purchased for such consideration, paid for at such time, by such methods, and in such forms, including, without limitation, Common Shares, other awards, notes or other property,
          as the Committee determines.

       

      (b)          Cash awards, as an element of or
          supplement to any other award granted under this Plan, may also be granted pursuant to this Section 9.

       

      (c)          The Committee may authorize the
          grant of Common Shares as a bonus, or may authorize the grant of other awards in lieu of obligations of the Company or a Subsidiary to pay cash or deliver other property under this Plan or under other plans or compensatory arrangements, subject
          to such terms as will be determined by the Committee in a manner that complies with Section 409A of the Code.

       

      (d)          The Committee may, at or after the
          Date of Grant, authorize the payment of dividends or dividend equivalents on awards granted under this Section 9 on a deferred and contingent basis, either
          in cash or in additional Common Shares; provided, however, that dividend equivalents or other
          distributions on Common Shares underlying awards granted under this Section 9 shall be deferred until, and paid contingent upon, the earning and vesting of
          such awards.

       

      (e)          Each grant of an award under this
          Section 9 will be evidenced by an Evidence of Award.  Each such Evidence of Award will be subject to this Plan and will contain such terms and provisions,
          consistent with this Plan, as the Committee may approve, and will specify the time and terms of delivery of the applicable award.

       

      
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      (f)          Notwithstanding anything to the
          contrary contained in this Plan, awards under this Section 9 may provide for the earning or vesting of, or earlier elimination of restrictions applicable
          to, such award, including in the event of the retirement, death, disability or termination of employment or service of a Participant or in the event of a Change in Control.

       

      10.          Administration of this Plan.

       

      (a)          This Plan will be administered by
          the Committee; provided, however, that, at the discretion of the Board, this Plan may be administered by
          the Board, including with respect to the administration of any responsibilities and duties held by the Committee hereunder.  The Committee may from time to time delegate all or any part of its authority under this Plan to a subcommittee thereof. 
          To the extent of any such delegation, references in this Plan to the Committee will be deemed to be references to such subcommittee.

       

      (b)          The interpretation and
          construction by the Committee of any provision of this Plan or of any Evidence of Award (or related documents) and any determination by the Committee pursuant to any provision of this Plan or of any such agreement, notification or document will
          be final and conclusive.  No member of the Committee shall be liable for any such action or determination made in good faith.  In addition, the Committee is authorized to take any action it determines in its sole discretion to be appropriate
          subject only to the express limitations contained in this Plan, and no authorization in any Plan section or other provision of this Plan is intended or may be deemed to constitute a limitation on the authority of the Committee.

       

      (c)          To the extent permitted by law,
          the Committee may delegate to one or more of its members, to one or more officers of the Company, or to one or more agents or advisors, such administrative duties or powers as it may deem advisable, and the Committee, the subcommittee, or any
          person to whom duties or powers have been delegated as aforesaid, may employ one or more persons to render advice with respect to any responsibility the Committee, the subcommittee or such person may have under this Plan.  The Committee may, by
          resolution, authorize one or more officers of the Company to do one or both of the following on the same basis as the Committee:  (i) designate employees to be recipients of awards under this Plan; and (ii) determine the size of any such awards;
          provided, however, that (A) the Committee will not delegate such responsibilities to any such officer for
          awards granted to an employee who is an officer (for purposes of Section 16 of the Exchange Act), Director, or more than 10% “beneficial owner” (as such term is defined in Rule 13d-3 promulgated under the Exchange Act) of any class of the
          Company’s equity securities that is registered pursuant to Section 12 of the Exchange Act, as determined by the Committee in accordance with Section 16 of the Exchange Act; (B) the resolution providing for such authorization shall set forth the
          total number of Common Shares such officer(s) may grant; and (C) the officer(s) will report periodically to the Committee regarding the nature and scope of the awards granted pursuant to the authority delegated.

       

      
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      11.          Adjustments.  The Committee shall make or provide for such adjustments in the number of and kind of Common Shares covered by outstanding Option Rights, Appreciation
          Rights, Restricted Shares, Restricted Stock Units, Performance Shares and Performance Units granted hereunder and, if applicable, in the number of and kind of Common Shares covered by other awards granted pursuant to Section 9 of this Plan, in the Option Price and Base Price provided in outstanding Option Rights and Appreciation Rights, respectively, in Cash Incentive Awards, and in other award
          terms, as the Committee, in its sole discretion, determines in good faith is equitably required to prevent dilution or enlargement of the rights of Participants that otherwise would result from (a) any extraordinary cash dividend, stock dividend,
          stock split, combination of shares, recapitalization or other change in the capital structure of the Company, (b) any merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other
          distribution of assets, issuance of rights or warrants to purchase securities, or (c) any other corporate transaction or event having an effect similar to any of the foregoing.  Moreover, in the event of any such transaction or event or in the
          event of a Change in Control, the Committee may provide in substitution for any or all outstanding awards under this Plan such alternative consideration (including cash), if any, as it, in good faith, may determine to be equitable in the
          circumstances and shall require in connection therewith the surrender of all awards so replaced in a manner that complies with Section 409A of the Code.  In addition, for each Option Right or Appreciation Right with an Option Price or Base Price,
          respectively, greater than the consideration offered in connection with any such transaction or event or Change in Control, the Committee may in its discretion elect to cancel such Option Right or Appreciation Right without any payment to the
          person holding such Option Right or Appreciation Right.  The Committee shall also make or provide for such adjustments in the number of Common Shares specified in Section
              3 of this Plan as the Committee, in its sole discretion, determines in good faith is appropriate to reflect any transaction or event described in this Section
              11; provided, however, that any such adjustment to the number specified in Section 3(c) of this Plan will be made only if and to the extent that such adjustment would not cause any Option Right intended to qualify as an Incentive Stock
          Option to fail to so qualify.

       

      12.         Change in Control.  For purposes of this Plan, except as may be otherwise prescribed by the Committee in an Evidence of Award made under this Plan, a “Change in
          Control” will be deemed to have occurred upon the occurrence (after the Effective Date) of one or more of the following events:

       

      (a)          the acquisition of ownership,
          directly or indirectly, beneficially or of record, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) other than any Permitted Holder of more than 50% of the outstanding shares
          of the voting equity interests of the Company; or

       

      (b)          during any period of 24
          consecutive months, a majority of the members of the Board or other equivalent governing body of the Company cease to be composed of individuals who are Continuing Directors.

       

      13.         Detrimental Activity and Recapture Provisions.  Any Evidence of Award may reference a clawback policy of the Company or provide for the cancellation or forfeiture of an
          award or the forfeiture and repayment to the Company of any gain related to an award, or other provisions intended to have a similar effect, upon such terms and conditions as may be determined by the Committee from time to time, if a Participant,
          either (a) during employment or other service with the Company or a Subsidiary, or (b) within a specified period after termination of such employment or service, engages in any detrimental activity, as described in the definition of “Detrimental
          Activity” in this Plan, in the applicable Evidence of Award, or in such clawback policy.  In addition, notwithstanding anything in this Plan to the contrary, any Evidence of Award or such clawback policy may also provide for the cancellation or
          forfeiture of an award or the forfeiture and repayment to the Company of any Common Shares issued under and/or any other benefit related to an award, or other provisions intended to have a similar effect, including upon such terms and conditions
          as may be required by the Committee or under Section 9D of the Exchange Act and any applicable rules or regulations promulgated by the Securities and Exchange Commission or any national securities exchange or national securities association on
          which the Common Shares may be traded.

       

      
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      14.         Accommodations for Participants of Different Nationalities.  In order to facilitate the making of any grant or combination of grants under this Plan, the Committee may
          provide for such special terms for awards to Participants as the Committee may consider necessary or appropriate to accommodate differences in local law, tax policy or custom given that Participants are expected to be nationals of both the United
          States of America and other countries, or to be employed by the Company or any Subsidiary both within and outside of the United States of America.  Moreover, the Committee may approve such supplements to or amendments, restatements or alternative
          versions of this Plan (including sub-plans) (to be considered part of this Plan) as it may consider necessary or appropriate for such purposes, without thereby affecting the terms of this Plan as in effect for any other purpose, and the Secretary
          or other appropriate officer of the Company may certify any such document as having been approved and adopted in the same manner as this Plan.  No such special terms, supplements, amendments or restatements, however, will include any provisions
          that are inconsistent with the terms of this Plan as then in effect unless this Plan could have been amended to eliminate such inconsistency without further approval by the Shareholders.

       

      15.         Transferability.

       

      (a)          Except as otherwise determined by the Committee, and subject to compliance with Section 17(b) of this Plan and Section 409A of the Code, no Option Right, Appreciation Right, Restricted Shares, Restricted Stock Unit, Performance Share,
        Performance Unit, Cash Incentive Award, award contemplated by Section 9 of this Plan or dividend equivalents paid with respect to awards made under this Plan
        will be transferable by the Participant except by will or the laws of descent and distribution. In no event will any such award granted under this Plan be transferred for value.  Where transfer is permitted, references to “Participant” shall be
        construed, as the Committee deems appropriate, to include any permitted transferee to whom such award is transferred.  Except as otherwise determined by the Committee, Option Rights and Appreciation Rights will be exercisable during the
        Participant’s lifetime only by him or her or, in the event of the Participant’s legal incapacity to do so, by his or her guardian or legal representative acting on behalf of the Participant in a fiduciary capacity under state
        law or court supervision.

       

      (b)          The Committee may specify on the
          Date of Grant that part or all of the Common Shares that are (i) to be issued or transferred by the Company upon the exercise of Option Rights or Appreciation Rights, upon the termination of the Restriction Period applicable to Restricted Stock
          Units or upon payment under any grant of Performance Shares or Performance Units or (ii) no longer subject to the substantial risk of forfeiture and restrictions on transfer referred to in Section 6 of this Plan, will be subject to further restrictions on transfer, including minimum holding periods.

       

      
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      16.         Withholding Taxes.  To the extent that the Company is required to withhold federal, state, local or foreign taxes or other amounts in connection with any payment made
          or benefit realized by a Participant or other person under this Plan, and the amounts available to the Company for such withholding are insufficient, it will be a condition to the receipt of such payment or the realization of such benefit that
          the Participant or such other person make arrangements satisfactory to the Company for payment of the balance of such taxes or other amounts required to be withheld, which arrangements (in the discretion of the Committee) may include
          relinquishment of a portion of such benefit.  If a Participant’s benefit is to be received in the form of Common Shares, and such Participant fails to make arrangements for the payment of taxes or other amounts, then, unless otherwise determined
          by the Committee, the Company will withhold Common Shares having a value equal to the amount required to be withheld.  Notwithstanding the foregoing, when a Participant is required to pay the Company an amount required to be withheld under
          applicable income, employment, tax or other laws, the Committee may require the Participant to satisfy the obligation, in whole or in part, by having withheld, from the Common Shares delivered or required to be delivered to the Participant,
          Common Shares having a value equal to the amount required to be withheld or by delivering to the Company other Common Shares held by such Participant.  The Common Shares used for tax or other withholding will be valued at an amount equal to the
          fair market value of such Common Shares on the date the benefit is to be included in Participant’s income.  In no event will the fair market value of the Common Shares to be withheld and delivered pursuant to this Section 16 exceed the minimum amount required to be withheld, unless (a) an additional amount can be withheld and not result in adverse accounting consequences, and (b) such
          additional withholding amount is authorized by the Committee.  Participants will also make such arrangements as the Company may require for the payment of any withholding tax or other obligation that may arise in connection with the disposition
          of Common Shares acquired upon the exercise of Option Rights.

       

      17.          Compliance with Section 409A of the Code.

       

      (a)          To the extent applicable, it is
          intended that this Plan and any grants made hereunder comply with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Participants.  This Plan and any grants
          made hereunder will be administered in a manner consistent with this intent.  Any reference in this Plan to Section 409A of the Code will also include any regulations or any other formal guidance promulgated with respect to such section by the
          U.S. Department of the Treasury or the Internal Revenue Service.

       

      (b)          Neither a Participant nor any of a
          Participant’s creditors or beneficiaries will have the right to subject any deferred compensation (within the meaning of Section 409A of the Code) payable under this Plan and grants hereunder to any anticipation, alienation, sale, transfer,
          assignment, pledge, encumbrance, attachment or garnishment.  Except as permitted under Section 409A of the Code, any deferred compensation (within the meaning of Section 409A of the Code) payable to a Participant or for a Participant’s benefit
          under this Plan and grants hereunder may not be reduced by, or offset against, any amount owed by a Participant to the Company or any of its Subsidiaries.

       

      
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      (c)          If, at the time of a Participant’s
          separation from service (within the meaning of Section 409A of the Code), (i) the Participant will be a specified employee (within the meaning of Section 409A of the Code and using the identification methodology selected by the Company from time
          to time) and (ii) the Company makes a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A of the Code) the payment of which is required to be delayed pursuant to the
          six-month delay rule set forth in Section 409A of the Code in order to avoid taxes or penalties under Section 409A of the Code, then the Company will not pay such amount on the otherwise scheduled payment date but will instead pay it, without
          interest, on the fifth business day of the seventh month after such separation from service.

       

      (d)          Solely with respect to any award
          that constitutes nonqualified deferred compensation subject to Section 409A of the Code and that is payable on account of a Change in Control (including any installments or stream of payments that are accelerated on account of a Change in
          Control), a Change in Control shall occur only if such event also constitutes a “change in the ownership,” “change in effective control,” and/or a “change in the ownership of a substantial portion of assets” of the Company as those terms are
          defined under Treasury Regulation §1.409A-3(i)(5), but only to the extent necessary to establish a time and form of payment that complies with Section 409A of the Code, without altering the definition of Change in Control for any purpose in
          respect of such award.

       

      (e)          Notwithstanding any provision of
          this Plan and grants hereunder to the contrary, in light of the uncertainty with respect to the proper application of Section 409A of the Code, the Company reserves the right to make amendments to this Plan and grants hereunder as the Company
          deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A of the Code.  In any case, a Participant will be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on a
          Participant or for a Participant’s account in connection with this Plan and grants hereunder (including any taxes and penalties under Section 409A of the Code), and neither the Company nor any of its affiliates will have any obligation to
          indemnify or otherwise hold a Participant harmless from any or all of such taxes or penalties.

       

      18.         Amendments.

       

      (a)          The Board may at any time and from
          time to time amend this Plan in whole or in part; provided, however, that if an amendment to this Plan,
          for purposes of applicable stock exchange rules and except as permitted under Section 11 of this Plan, (i) would materially increase the benefits accruing
          to Participants under this Plan, (ii) would materially increase the number of securities which may be issued under this Plan, (iii) would materially modify the requirements for participation in this Plan, or (iv) must otherwise be approved by the Shareholders in order to comply with applicable law or the rules of the NASDAQ Stock Market or, if the Common Shares are not traded on the NASDAQ Stock Market,
          the principal national securities exchange upon which the Common Shares are traded or quoted, all as determined by the Board, then, such amendment will be subject to Shareholder approval and will not be effective unless and until such approval
          has been obtained.

       

      
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      (b)          Except in connection with a
          corporate transaction or event described in Section 11 of this Plan or in connection with a Change in Control, the terms of outstanding awards may not be
          amended to reduce the Option Price of outstanding Option Rights or the Base Price of outstanding Appreciation Rights, or cancel outstanding “underwater” Option Rights or Appreciation Rights (including following a Participant’s voluntary surrender
          of “underwater” Option Rights or Appreciation Rights) in exchange for cash, other awards or Option Rights or Appreciation Rights with an Option Price or Base Price, as applicable, that is less than the Option Price of the original Option Rights
          or Base Price of the original Appreciation Rights, as applicable, without Shareholder approval.  This Section 18(b) is intended to prohibit the repricing of
          “underwater” Option Rights and Appreciation Rights and will not be construed to prohibit the adjustments provided for in Section 11 of this Plan. 
          Notwithstanding any provision of this Plan to the contrary, this Section 18(b) may not be amended without approval by the Shareholders.

       

      (c)          If permitted by Section 409A of the Code, but subject to Section 18(d), including in the case of termination of employment or service, or in the case of unforeseeable emergency or other circumstances or in the event of a Change in Control, to the extent a
        Participant holds an Option Right or Appreciation Right not immediately exercisable in full, or any Restricted Shares as to which the substantial risk of forfeiture or the prohibition or restriction on transfer has not lapsed, or any Restricted
        Stock Units as to which the Restriction Period has not been completed, or any Cash Incentive Awards, Performance Shares or Performance Units which have not been fully earned, or any dividend equivalents or other awards made pursuant to Section 9 of this Plan subject to any vesting schedule or transfer restriction, or who holds Common Shares subject to any transfer restriction imposed pursuant to
        Section 15(b) of this Plan, the Committee may, in its sole discretion, provide for continued vesting or accelerate the time at which such Option Right,
        Appreciation Right or other award may vest or be exercised or the time at which such substantial risk of forfeiture or prohibition or restriction on transfer will lapse or the time when such Restriction Period will end or the time at which such
        Cash Incentive Awards, Performance Shares or Performance Units will be deemed to have been earned or the time when such transfer restriction will terminate or may waive any other limitation or requirement under any such award.

       

      (d)          Subject to Section 18(b) of this Plan, the Committee may amend the terms of any award theretofore granted under this Plan prospectively or retroactively. Except for adjustments made pursuant to Section 11 of this Plan, no such
          amendment will materially impair the rights of any Participant without his or her consent.  The Board may, in its discretion, terminate this Plan at any time.  Termination of this Plan will not affect the rights of Participants or their
          successors under any awards outstanding hereunder and not exercised in full on the date of termination.

       

      19.         Governing Law.  This Plan and all grants and awards and actions taken hereunder will be governed by and construed in accordance with the internal substantive laws of
          the State of Georgia.

       

      
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      20.         Effective Date/Termination.  This Plan will be effective as of the Effective Date.  No grants will be made on or after the Predecessor Plan Termination Date under the
          Predecessor Plan, provided that outstanding awards granted under the Predecessor Plan will continue thereafter in accordance with their terms. No grant will be made under this Plan on or after the tenth anniversary of the Effective Date, but all
          grants made prior to such date will continue in effect thereafter subject to the terms thereof and of this Plan.  For clarification purposes, the terms and conditions of this Plan shall not apply to or otherwise impact previously granted and
          outstanding awards under the Predecessor Plan, as applicable (except for purposes of providing for Common Shares under such awards to be added to the aggregate number of Common Shares available under Section 3(a)(i) of this Plan pursuant to the share counting rules of this Plan).

       

      21.         Miscellaneous Provisions.

       

      (a)          The Company will not be required
          to issue any fractional Common Shares pursuant to this Plan.  The Committee may provide for the elimination of fractions or for the settlement of fractions in cash.

       

      (b)          This Plan will not confer upon any
          Participant any right with respect to continuance of employment or other service with the Company or any Subsidiary, nor will it interfere in any way with any right the Company or any Subsidiary would otherwise have to terminate such
          Participant’s employment or other service at any time.

       

      (c)          Except with respect to Section 21(e) of this Plan, to the extent that any provision of this Plan would prevent any Option Right that was intended to qualify as an Incentive Stock
          Option from qualifying as such, that provision will be null and void with respect to such Option Right.  Such provision, however, will remain in effect for other Option Rights and there will be no further effect on any provision of this Plan.

       

      (d)          No award under this Plan may be
          exercised by the holder thereof if such exercise, and the receipt of cash or Common Shares thereunder, would be, in the opinion of counsel selected by the Company, contrary to law or the regulations of any duly constituted authority having
          jurisdiction over this Plan.

       

      (e)          Absence on leave approved by a
          duly constituted officer of the Company or any of its Subsidiaries will not be considered interruption or termination of service of any employee for any purposes of this Plan or awards granted hereunder.

       

      (f)          No Participant will have any
          rights as a Shareholder with respect to any Common Shares subject to awards granted to him or her under this Plan prior to the date as of which he or she is actually recorded as the holder of such Common Shares upon the share records of the
          Company.

       

      (g)          The Committee may condition the
          grant of any award or combination of awards authorized under this Plan on the surrender or deferral by the Participant of his or her right to receive a cash bonus or other compensation otherwise payable by the Company or a Subsidiary to the
          Participant.

       

      (h)          Except with respect to Option
          Rights and Appreciation Rights, the Committee may permit Participants to elect to defer the issuance of Common Shares under this Plan pursuant to such rules, procedures or programs as it may establish for purposes of this Plan and which are
          intended to comply with the requirements of Section 409A of the Code.  The Committee also may provide that deferred issuances and settlements include the crediting of dividend equivalents or interest on the deferral amounts.

       

      
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      (i)          If any provision of this Plan is
          or becomes invalid or unenforceable in any jurisdiction, or would disqualify this Plan or any award under any law deemed applicable by the Committee, such provision will be construed or deemed amended or limited in scope to conform to applicable
          laws or, in the discretion of the Committee, it will be stricken and the remainder of this Plan will remain in full force and effect.  Notwithstanding anything in this Plan or an Evidence of Award to the contrary, nothing in this Plan or in an
          Evidence of Award prevents a Participant from providing, without prior notice to the Company, information to governmental authorities regarding possible legal violations or otherwise testifying or participating in any investigation or proceeding
          by any governmental authorities regarding possible legal violations, and for purpose of clarity a Participant is not prohibited from providing information voluntarily to the Securities and Exchange Commission pursuant to Section 21F of the
          Exchange Act.

       

      22.         Share-Based Awards in Substitution for Awards Granted by Another Company.  Notwithstanding anything in this Plan to the contrary:

       

      (a)          Awards may be granted under this
          Plan in substitution for or in conversion of, or in connection with an assumption of, stock options, stock appreciation rights, restricted stock, restricted stock units or other share or share-based awards held by awardees of an entity engaging
          in a corporate acquisition or merger transaction with the Company or any Subsidiary.  Any conversion, substitution or assumption will be effective as of the close of the merger or acquisition, and, to the extent applicable, will be conducted in a
          manner that complies with Section 409A of the Code. The awards so granted may reflect the original terms of the awards being assumed or substituted or converted for and need not comply with other specific terms of this Plan, and may account for
          Common Shares substituted for the securities covered by the original awards and the number of shares subject to the original awards, as well as any exercise or purchase prices applicable to the original awards, adjusted to account for differences
          in stock prices in connection with the transaction.

       

      (b)          In the event that a company
          acquired by the Company or any Subsidiary or with which the Company or any Subsidiary merges has shares available under a pre-existing plan previously approved by shareholders and not adopted in contemplation of such acquisition or merger, the
          shares available for grant pursuant to the terms of such plan (as adjusted, to the extent appropriate, to reflect such acquisition or merger) may be used for awards made after such acquisition or merger under this Plan; provided, however, that awards using such available shares may not be made after the date awards or grants could have been made
          under the terms of the pre-existing plan absent the acquisition or merger, and may only be made to individuals who were not employees or directors of the Company or any Subsidiary prior to such acquisition or merger.

       

      (c)          Any Common
          Shares that are issued or transferred by, or that are subject to any awards that are granted by, or become obligations of, the Company under Sections 22(a)
          or 22(b) of this Plan will not reduce the Common Shares available for issuance or transfer under this Plan or otherwise count against the limits contained
          in Section 3 of this Plan.  In addition, no Common Shares subject to an award that is granted by, or becomes an obligation of, the Company under Sections 22(a) or 22(b) of this Plan will be added to the aggregate limit contained in Section 3(a)(i) of this Plan.

       

      Effective May 24, 2022

    

     

      

    

      21