Exhibit 10.3


 


PRIORITY TECHNOLOGY HOLDINGS, INC.
EARNOUT INCENTIVE PLAN


 


Priority Technology Holdings,
Inc., a Delaware corporation (the “Company”), adopted the Priority Technology Holdings, Inc. Earnout Incentive
Plan (the “Plan”) pursuant to the terms of the Second Amended and Restated Contribution Agreement, dated as
of April 17, 2018, by and among Priority Investment Holdings, LLC, Priority Incentive Equity Holdings, LLC and the Company (the
“Contribution Agreement”). The Plan is effective upon the Closing as defined in the Contribution Agreement (the
“Effective Date”).


 


Article
I.



DEFINITIONS


 


Wherever the following
terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular
pronoun shall include the plural where the context so indicates.


 


1.1.          “Applicable
Exchange” means the NASDAQ Capital Market or other securities exchange or national market system as may at the applicable
time be the principal market for the Common Stock.


 


1.2.          “Award”
means a Restricted Stock Unit Award, a Deferred Stock Award or a Stock Payment Award, in each case, which may be awarded or granted
under the Plan.


 


1.3.          “Award
Agreement” means any written notice, agreement, terms and conditions, contract or other instrument or document evidencing
an Award, including through electronic medium, which shall contain such terms and conditions with respect to an Award as the Committee
shall determine consistent with the Plan.


 


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


 


1.5.          “Code”
means the Internal Revenue Code of 1986, as amended from time to time. Any reference to any section of the Code shall also be a
reference to any successor provision and any Treasury Regulation promulgated thereunder.


 


1.6.          “Committee”
means a committee or subcommittee of the Board, appointed as provided in Section 5.1, consisting of one or more Directors.


 


1.7.          “Common
Stock” means the common stock of the Company, par value $0.001 per share.


 


1.8.          “Consolidated
Adjusted EBITDA” has the meaning set forth in that Credit and Guaranty Agreement (the “Guaranty Agreement”)
dated as of January 3, 2017, among (a) Pipeline Cynergy Holdings, LLC, a Delaware limited liability company, Priority Institutional
Partner Services, LLC, a Delaware limited liability company, and Priority Payment Systems Holdings, LLC, a Georgia limited liability
company, as borrowers, (b) Priority Holdings, LLC and certain of its other subsidiaries, (c) the lenders from time to time party
thereto, and (d) SunTrust Bank, as administrative agent and collateral agent for such lenders, as amended by the First Amendment,
dated as of November 14, 2017 and the Second Amendment, dated as of January 11, 2018 and as further amended, restated, amended
and restated, supplemented, refinanced, replaced or otherwise modified from time to time, provided that any Unrestricted Subsidiaries
(as defined in the Guarantee Agreement) shall be treated as Restricted Subsidiaries (as defined in the Guarantee Agreement) for
purposes of the calculation of Consolidated Adjusted EBITDA under this Plan.


 


1.9.          “Consultant”
means any consultant or adviser of the Company or any of its Subsidiaries if: (a) the consultant or adviser is a natural person,
(b) the consultant or adviser renders bona fide services to the Company or any of its Subsidiaries; and (c) the services rendered
by the consultant or adviser are not in connection with the offer or sale of securities in a capital-raising transaction and do
not directly or indirectly promote or maintain a market for the Company’s securities.


 






    


     


    




 


1.10.        “Deferred
Stock” means a right to receive Common Stock awarded under Section 4.3 of the Plan.


 


1.11.        “Director”
means a member of the Board.


 


1.12.        “DRO”
means any judgment, decree or order which relates to marital property rights of a spouse or former spouse and is made pursuant
to applicable domestic relations law (including community property law).


 


1.13.       
“Eligible Person” means an Employee, Consultant or Non-Employee Director.


 


1.14.        “Employee”
means any officer or other employee of the Company or of its Subsidiaries.


 


1.15.        “Exchange
Act” means the Securities Exchange Act of 1934, as amended from time to time.


 


1.16.        “Equity
Restructuring” means a nonreciprocal transaction between the Company and its stockholders, such as a stock dividend,
stock split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend, that affects the number
or kind of shares of Common Stock (or other securities of the Company) or the share price of Common Stock (or other securities)
and causes a material change in the per share value of the Common Stock underlying outstanding Awards.


 


1.17.        “Fair
Market Value” means the closing sales price for a share of Common Stock as quoted on the Applicable Exchange on a specified
date.


 


1.18.        “Fiscal
Year” means the fiscal year of the Company.


 


1.19.        “GAAP”
means generally accepted accounting principles in the United States as of the Effective Date and consistently applied throughout
the periods involved.


 


1.20.        “Non-Employee
Director” means a Director who is not an Employee.


 


1.21.        “Participant”
means an Employee, Non-Employee Director or Consultant who has been granted an Award.


 


1.22.        “Person”
means any individual, corporation, partnership, limited liability company, firm, joint venture, association, joint-stock company,
trust, incorporated organization, governmental or regulatory or other entity.


 


1.23.       
“Restricted Stock Units” means rights to receive Common Stock awarded under Section 4.4.


 


1.24.        “Rule
16b-3” means Rule 16b-3 promulgated under the Exchange Act, as such Rule may be amended from time to time.


 


1.25.        “Securities
Act” means the Securities Act of 1933, as amended from time to time.


 


1.26.        “Stock
Payment” means a payment in the form of shares of Common Stock.


 


1.27.        “Subsidiary”
means, with respect to any Person, any entity of which (a) securities or other ownership interests having ordinary voting power
to elect a majority of the board of directors or other persons performing similar functions or (b) 50% or more of the equity interests
are at the time directly or indirectly owned by such Person.


 


1.28.        “Termination”
means a Termination of Consultancy, Termination of Directorship or Termination of Employment, as applicable.


 


1.29.        “Termination
of Consultancy” means the time when the engagement of a Participant as a Consultant to the Company or any of its Subsidiaries
is terminated for any reason, with or without cause, including, without limitation, by resignation, discharge, death or retirement,
but excluding terminations where there is a simultaneous commencement of employment with the Company or any of its Subsidiaries
or service as a Non-Employee Director. For purposes of the Plan, the engagement of a Participant as a Consultant to a Subsidiary
of the Company shall be deemed to be terminated in the event that the Subsidiary engaging such Participant ceases to remain a Subsidiary
of the Company for any reason and the Participant has not continued to be engaged by the Company or other Subsidiary of the Company.


 






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1.30.        “Termination
of Directorship” means the time when a Participant who is a Non-Employee Director ceases to be a Director for any reason,
including, without limitation, a termination by resignation, removal, failure to be elected, death or retirement, but excluding
terminations where there is a simultaneous commencement of employment or service as a Consultant with the Company or any of its
Subsidiaries.


 


1.31.        “Termination
of Employment” means the time when the employee-employer relationship between a Participant and the Company or any of
its Subsidiaries is terminated for any reason, with or without cause, including, without limitation, a termination by resignation,
discharge, death, disability or retirement; but excluding a termination where there is a simultaneous (a) reemployment or continuing
employment of the Participant by the Company or any of its Subsidiaries, (b) establishment of a consulting relationship by the
Company or any of its Subsidiaries with the Participant, or (c) commencement of service by the Participant as a Non-Employee Director.
For purposes of the Plan, a Participant’s employment relationship shall be deemed to be terminated in the event that the
Subsidiary of the Company employing such Participant ceases to remain a Subsidiary of the Company for any reason and the Participant
has not continued employment with the Company or other Subsidiary of the Company.


 


Article
II.



SHARES SUBJECT TO PLAN


 


2.1.          Shares
Subject to Plan.


 


(a)            Subject
to Section 6.3 and Section 2.1(b), 5,880,000 shares of Common Stock, in the aggregate, may be issued or transferred pursuant to
Awards under the Plan (the “Share Limit”) as follows:


 


(i)        an
aggregate of 2,940,000 shares of Common Stock (the “Initial Threshold Shares”) may be issued to Eligible Persons
pursuant to Awards under the Plan if: (a) the Consolidated Adjusted EBITDA during the Fiscal Year ending December 31, 2018 equals
or exceeds $82,500,000 and (b) the Fair Market Value of the Common Stock equals or exceeds $12.00 per share for any 20 trading
days within a consecutive 30-trading day period on or before December 31, 2019; and


 


(ii)       subject
to Section 2.1(a)(iii), an aggregate of 2,940,000 shares of Common Stock may be issued to Eligible Persons pursuant to Awards under
the Plan if: (a) the Consolidated Adjusted EBITDA during the Fiscal Year ending December 31, 2019 equals or exceeds $91,500,000
and (b) the Fair Market Value the Common Stock equals or exceeds $14.00 per share for any 20 trading days within a consecutive
30-trading day period during the period beginning on January 1, 2019 and ending on December 31, 2020.


 


(iii)       notwithstanding
the provisions of Section 2.1(a)(i) and (a)(ii), if no Initial Threshold Shares are issuable pursuant to Section 2.1(a)(i) because
the conditions therein were not satisfied, then an aggregate of 5,880,000 shares of Common Stock may be issued to Eligible Persons
pursuant to Section 2.1(a)(ii) (in lieu of 2,940,000) if clauses (a) and (b) of Section 2.1(a)(ii) are satisfied. For the avoidance
of doubt, this Section 2.1(a)(iii) shall not be interpreted to authorize the issuance of shares of Common Stock in excess of the
Share Limit.


 


(b)       In
the event of any termination, expiration, lapse or forfeiture of an Award, any shares of Common Stock subject to such Award shall,
to the extent of such termination, expiration, lapse or forfeiture, again be available for future grants of Awards under the Plan.


 


2.2.          Stock
Distributed. Any Common Stock distributed pursuant to an Award shall consist, in whole or in part, of authorized and unissued
shares of Common Stock or shares of Common Stock held in treasury.


 






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Article
III.



GRANTING OF AWARDS


 


3.1.          Award
Agreement. Each Award shall be evidenced by an Award Agreement.


 


3.2.          Limitations
Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan, the Plan and any Award granted or awarded
to any individual who is then subject to Section 16 of the Exchange Act shall be subject to any additional limitations set forth
in any applicable exemptive rule under Section 16 of the Exchange Act (including Rule 16b-3) that are requirements for the application
of such exemptive rule. To the extent permitted by applicable law, the Plan and Awards granted or awarded hereunder shall be deemed
amended to the extent necessary to conform to such applicable exemptive rule.


 


3.3.       At-Will
Employment. Nothing in the Plan or in any Award Agreement hereunder shall confer upon any Participant any right to continue
in the employ of, or as a Consultant for, the Company or any of its Subsidiaries, or as a Director, or shall interfere with or
restrict in any way the rights of the Company and any of its Subsidiaries, which rights are hereby expressly reserved, to discharge
any Participant at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise
in a written agreement between the Participant and the Company and any of its Subsidiaries.


 


Article
IV.



DEFERRED STOCK, STOCK PAYMENTS, RESTRICTED STOCK UNITS


 


4.1.          Eligibility.
Subject to Section 2.1, one or more Stock Payment Awards, Deferred Stock Awards and/or Restricted Stock Unit Awards may be granted
to any Eligible Person whom the Committee determines should receive such an Award.


 


4.2.          Stock
Payments. Each Eligible Person selected by the Committee may receive Stock Payments in the manner determined from time to time
by the Committee. The Stock Payment shall consist of that number of shares of Common Stock as determined by the Committee and may
be based on any specific criteria determined appropriate by the Committee.


 


4.3.          Deferred
Stock. Any Eligible Person selected by the Committee may be granted an award of Deferred Stock in the manner determined from
time to time by the Committee. The number of shares of Deferred Stock shall be determined by the Committee and may be linked to
the satisfaction of one or more specific performance goals as the Committee determines to be appropriate at the time of grant,
in each case on a specified date or dates or over any period or periods determined by the Committee. Common Stock underlying a
Deferred Stock Award will not be issued until the Deferred Stock Award has vested, pursuant to a vesting schedule or the achievement
of the applicable Performance Goals or other specific performance goals set by the Committee. Unless otherwise provided by the
Committee, a Participant shall have no rights as a Company stockholder with respect to Deferred Stock until such time as the Award
has vested and the Common Stock underlying the Award has been issued.


 


4.4.          Restricted
Stock Units. Any Eligible Person selected by the Committee may be granted an award of Restricted Stock Units in the manner
determined from time to time by the Committee. The Committee is authorized to make awards of Restricted Stock Units in such amounts
and subject to such terms and conditions as determined by the Committee at grant. The Committee shall specify the date or dates
on which the Restricted Stock Units shall become fully vested and nonforfeitable, and may specify such conditions to vesting as
it deems appropriate, and may specify that such Restricted Stock Units become fully vested and nonforfeitable pursuant to the satisfaction
of one or more specific performance goals as the Committee determines to be appropriate at the time of the grant, in each case
on a specified date or dates or over any period or periods determined by the Committee. The Committee shall specify the payment
dates applicable to each Award of Restricted Stock Units which shall be no earlier than the vesting dates and may be determined
at the election of the Eligible Person, subject to compliance with Section 409A of the Code. On the distribution dates, the Company
shall issue to the Participant one unrestricted, fully transferable share of Common Stock for each Restricted Stock Unit.


 






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4.5.          Term.
The term of a Deferred Stock Award, Stock Payment Award and/or Restricted Stock Unit Award shall be set by the Committee in its
discretion.


 


4.6.          Form
of Payment. Payment in respect of an Award shall be in Common Stock.


 


Article
V.



ADMINISTRATION


 


5.1.          Committee.
The members of the Committee shall be appointed by, and shall serve on the Committee at the pleasure of, the Board. As of the Effective
Date, the Committee shall consist of Thomas C. Priore. Appointment of Committee members shall be effective upon acceptance of appointment.
Committee members may resign at any time by delivering written notice to the Board. Vacancies in the Committee may be filled by
the Board.


 


5.2.          Duties
and Powers of Committee. It shall be the duty of the Committee to conduct the general administration of the Plan in accordance
with its provisions. The Committee shall have the power to interpret the Plan and the Award Agreements, and to adopt such rules
for the administration, interpretation and application of the Plan as are consistent therewith, to interpret, amend or revoke any
such rules, to delegate authority in accordance with Section 5.5 and to amend any Award Agreement provided that the rights or obligations
of the Participant of the Award that is the subject of any such Award Agreement are not affected adversely. Any such grant or award
under the Plan need not be the same with respect to each Participant. The Committee may, in its sole discretion, adopt special
guidelines and provisions for persons who are residing in or employed in, or subject to, the taxes of, any domestic or foreign
jurisdictions to comply with applicable tax and securities laws of such domestic or foreign jurisdictions.


 


5.3.          Majority
Rule; Unanimous Written Consent. The Committee shall act by a majority of its members in attendance at a meeting at which a
quorum is present or by a memorandum or other written instrument signed by all members of the Committee.


 


5.4.          Compensation;
Professional Assistance; Good Faith Actions. Members of the Committee shall receive such compensation, if any, for their services
as members as may be determined by the Board; provided, however, that, the member of the Committee as of the Effective
Date shall receive no compensation for such services. All expenses and liabilities which members of the Committee incur in connection
with the administration of the Plan shall be borne by the Company. The Committee may employ attorneys, consultants, accountants,
appraisers, brokers or other persons as it may deem desirable for the administration of the Plan. The Committee, the Company and
the Company’s officers and Directors shall be entitled to rely upon the advice, opinions or valuations of any such persons.
All actions taken and all interpretations and determinations made by the Committee or the Board in good faith shall be final and
binding upon all Participants, the Company and all other interested persons. No members of the Committee or Board shall be personally
liable for any action, determination or interpretation made in good faith with respect to the Plan or Awards, and all members of
the Committee and the Board shall be fully protected by the Company in respect of any such action, determination or interpretation.


 


5.5.          Delegation
of Authority. The Committee may, in its sole discretion, designate employees of the Company and professional advisors to assist
the Committee in the administration of the Plan, including with respect to the execution of Award Agreements or other documents,
and, to the extent permitted by applicable law, delegate from time to time some or all of its authority to grant Awards under the
Plan to a committee or committees consisting of one or more members of the Board and/or one or more officers of the Company. The
authority to grant awards, however, may not be delegated to: (a) individuals who are subject to the reporting rules under Section
16(a) of the Exchange Act and (b) individuals who are officers of the Company who are delegated authority by the Committee hereunder
to grant Awards to himself or herself. Any delegation hereunder shall be subject to the restrictions and limits that the Committee
specifies at the time of such delegation of authority and may be rescinded at any time by the Committee. At all times, any committee
appointed under this Section 5.5 shall serve in such capacity at the pleasure of the Committee.


 






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Article
VI.



MISCELLANEOUS PROVISIONS


 


6.1.          Transferability
of Awards. No Award under the Plan may be sold, pledged, assigned or transferred in any manner other than by will or the laws
of descent and distribution or, subject to the consent of the Committee, pursuant to a DRO, unless and until the shares underlying
such Award have been issued, and all restrictions applicable to such shares have lapsed. No Award or interest or right therein
shall be liable for the debts, contracts or engagements of the Participant or his successors in interest or shall be subject to
disposition by transfer, alienation, anticipation, pledge, hypothecation, encumbrance, assignment or any other means whether such
disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or
equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except
to the extent that such disposition is permitted by the preceding sentence.


 


6.2.          Amendment,
Suspension or Termination of the Plan and Awards. The Plan may be wholly or partially amended or otherwise modified, suspended
or terminated at any time or from time to time by the Board or the Committee, retroactively or otherwise. However, neither the
Board or the Committee may not take any action under this Section 6.2 without stockholder approval that, except as otherwise provided
in the Plan, would require stockholder approval in accordance with applicable law or applicable stock exchange rule. The Board
or the Committee may amend the terms of any Award theretofore granted, prospectively or retroactively, however, except as otherwise
provided in the Plan, no such amendment shall, without the consent of the Participant, alter or impair any rights of the Participant
under such Award without the consent of the Participant unless the Award itself otherwise expressly so provides. Except as otherwise
provided in the Plan or required by law, no amendment, suspension or termination of the Plan shall, without the consent of the
Participant, alter or impair any rights or obligations under any Award theretofore granted or awarded, unless the Award itself
otherwise expressly so provides.


 


6.3.          Changes
in Common Stock or Assets of the Company, Acquisition or Liquidation of the Company and Other Corporate Events.


 


(a)            Subject
to Section 6.3(d), in the event of any dividend or other extraordinary distribution (whether in the form of cash, Common Stock,
other securities or other property), recapitalization, reclassification, stock split, reverse stock split, reorganization, merger,
consolidation, split-up, spin-off, combination, repurchase, liquidation, dissolution, or sale, transfer, exchange or other disposition
of all or substantially all of the assets of the Company, or exchange of Common Stock or other securities of the Company, issuance
of warrants or other rights to purchase Common Stock or other securities of the Company, or other similar corporate transaction
or event that affects the Common Stock, then the Committee shall equitably adjust any or all of the following in order to prevent
dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or with respect to an
Award:


 


(i)        the
number of shares of Common Stock with respect to which Awards may be granted or awarded (including, without limitation, adjustments
to the Share Limit and kind of shares which may be issued under the Plan); and


 


(ii)       the
number of shares of Common Stock (or other securities or property) subject to outstanding Awards.


 


(b)           Subject
to Section 6.3(d), in the event of any transaction or event described in Section 6.3(a) or any unusual or nonrecurring transactions
or events affecting the Company, any of its Subsidiaries, or the financial statements of the Company or any of its Subsidiaries,
or of changes in applicable laws, regulations or accounting principles, the Committee, in its discretion, and on such terms and
conditions as it deems appropriate, either by the terms of the Award or by action taken prior to the occurrence of such transaction
or event and either automatically or upon the Participant’s request, is hereby authorized to take any one or more of the
following actions whenever the Committee determines that such action is appropriate in order to prevent dilution or enlargement
of the benefits or potential benefits intended to be made available under the Plan or with respect to any Award under the Plan,
to facilitate such transactions or events or to give effect to such changes in laws, regulations or principles:


 






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(i)        to
provide for the purchase of any such Award for an amount of cash equal to the amount that could have been attained upon the realization
of the Participant’s rights had such Award been currently payable or fully vested, or for the cancellation of such Award
if no amount could have been attained upon the realization of the Participant’s rights had such Award been currently payable
or fully vested;


 


(ii)       to
provide for the replacement of such Award with other rights or property selected by the Committee in its discretion having an aggregate
value not exceeding the amount that could have been attained upon the realization of the Participant’s rights had such Award
been currently payable or fully vested;


 


(iii)       to
provide that the Award cannot vest or become payable after such event;


 


(iv)      to
provide that such Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted
for by similar rights or awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof,
with appropriate adjustments as to the number and kind of shares and prices;


 


(v)       to
make adjustments in the number and type of shares of Common Stock subject to outstanding Awards, and/or in the terms and conditions
of (including the grant or purchase price), and the criteria included in, outstanding rights and awards and rights and awards which
may be granted in the future; and/or


 


(vi)      to
provide that, for a specified period of time prior to such event, the restrictions imposed under an Award Agreement upon some or
all shares of Restricted Stock Units or Deferred Stock may be terminated.


 


(c)            Subject
to Sections 6.3(d) and 3.2, the Committee may, in its discretion, include such further provisions and limitations in any Award,
agreement or certificate, as it may deem equitable and in the best interests of the Company.


 


(d)            No
adjustment or action shall be authorized to the extent such adjustment or action would result in short-swing profits liability
under Section 16 or violate the exemptive conditions of Rule 16b-3 unless the Committee determines that the Award is not to comply
with such exemptive conditions. The number of shares of Common Stock subject to any Award shall always be rounded down to the next
whole number.


 


(e)            The
existence of the Plan, the Award Agreement and the Awards granted hereunder shall not affect or restrict in any way the right or
power of the Company or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or
other change in the Company’s capital structure or its business, any merger or consolidation of the Company, any issue of
stock or of options, warrants or rights to purchase stock or of bonds, debentures, preferred or prior preference stocks whose rights
are superior to or affect the Common Stock or the rights thereof or which are convertible into or exchangeable for Common Stock,
or the dissolution or liquidation of the company, or any sale or transfer of all or any part of its assets or business, or any
other corporate act or proceeding, whether of a similar character or otherwise.


 


(f)             In
connection with the occurrence of any Equity Restructuring, and notwithstanding anything to the contrary in Sections 6.3(a) and
6.3(b):


 


(i)        the
number and type of securities subject to each outstanding Award and the exercise price or grant price thereof, if applicable, shall
be equitably adjusted; and/or


 


(ii)       the
Committee shall make such equitable adjustments, if any, as the Committee in its discretion may deem appropriate to reflect such
Equity Restructuring with respect to the aggregate number and kind of shares that may be issued under the Plan (including, but
not limited to, adjustments of the limitations in Section 2.1 on the maximum number and kind of shares which may be issued under
the Plan and adjustments of the Award Limit). The adjustments provided under this Section 6.3(f) shall be nondiscretionary and
shall be final and binding on the affected Participant and the Company.


 






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6.4.          Tax
Withholding. The Company or any of its Subsidiaries shall have the authority and the right to deduct or withhold, or require
a Participant to remit to the Company, an amount sufficient to satisfy federal, state, local and foreign taxes (including the Participant’s
Federal Insurance Contributions Act obligation) required by law to be withheld with respect to any taxable event concerning a Participant
arising as a result of this Plan. The Committee may in its discretion and in satisfaction of the foregoing requirement allow a
Participant to elect to have the Company withhold shares of Common Stock otherwise issuable under an Award (or allow the return
of shares of Common Stock) having a Fair Market Value equal to the sums required to be withheld. Notwithstanding any other provision
of the Plan, the number of shares of Common Stock which may be withheld with respect to the issuance, vesting or payment of any
Award (or which may be repurchased from the Participant of such Award) in order to satisfy the Participant’s federal, state,
local and foreign income and payroll tax liabilities with respect to the issuance, vesting or payment of the Award shall be limited
to the number of shares which have a Fair Market Value on the date of withholding or repurchase equal to the aggregate amount of
such tax liabilities based on the minimum statutory withholding rates for federal, state, local and foreign income tax and payroll
tax purposes that are applicable to such supplemental taxable income.


 


6.5.          Forfeiture
and Claw-Back Provisions. Pursuant to its general authority to determine the terms and conditions applicable to Awards under
the Plan, the Committee shall have the right to provide, in an Award Agreement or otherwise, or to require a Participant to agree
by separate written or electronic instrument, that:


 


(a)            (i)
any proceeds, gains or other economic benefit actually or constructively received by the Participant upon any receipt of the Award,
or upon the receipt or resale of any shares underlying the Award, must be paid to the Company, and (ii) the Award shall terminate,
if (x) a Termination occurs prior to a specified date, or within a specified time period following receipt of the Award, or (y)
the Participant at any time, or during a specified time period, engages in any activity in competition with the Company, or which
is inimical, contrary or harmful to the interests of the Company, as further defined by the Committee or (z) the Participant incurs
a Termination for “cause” (as such term is defined in the sole discretion of the Committee, or as set forth in a written
agreement relating to such Award between the Company and the Participant); and


 


(b)           all
Awards (including any proceeds, gains or other economic benefit actually or constructively received by the Participant upon any
receipt of any Award or upon the receipt or resale of any shares underlying the Award) shall be subject to the provisions of any
claw-back policy implemented by the Company, including, without limitation, any claw-back policy adopted to comply with the requirements
of the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder, to the extent
set forth in such claw-back policy and/or in the applicable Award Agreement.


 


6.6.          Effect
of Plan upon Other Compensation Plans. The adoption of the Plan shall not affect any other compensation or incentive plans
in effect for the Company or any of its Subsidiaries. Nothing in the Plan shall be construed to limit the right of the Company
or any of its Subsidiaries: (a) to establish any other forms of incentives or compensation for Eligible Persons or any other Person,
or (b) to grant or assume rights or awards otherwise than under the Plan in connection with any proper corporate purpose.


 


6.7.          Compliance
with Laws. The Plan, the granting and vesting of Awards under the Plan and the issuance and delivery of shares of Common Stock
and the payment of money under the Plan or under Awards granted or awarded hereunder are subject to compliance with all applicable
federal, state, local and foreign laws, rules and regulations (including but not limited to federal, state and foreign securities
law and margin requirements) and to such approvals by any listing, regulatory or governmental authority as may, in the advice of
counsel for the Company, be necessary or advisable in connection therewith. Any securities delivered under the Plan shall be subject
to such restrictions, and the Person acquiring such securities shall, if requested by the Company, provide such assurances and
representations to the Company as the Company may deem necessary or desirable to assure compliance with all applicable legal requirements.
To the extent permitted by applicable law, the Plan and Awards granted or awarded hereunder shall be deemed amended to the extent
necessary to conform to such laws, rules and regulations.


 






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6.8.          Titles.
Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of the Plan.


 


6.9.          Governing
Law. The Plan and any agreements hereunder shall be administered, interpreted and enforced under the internal laws of the State
of Delaware without regard to conflicts of laws thereof.


 


6.10.        Section
409A. To the extent an Award is a Section 409A Covered Award, the Award is intended to comply with Section 409A of the Code
and, to the extent applicable, the Plan and Award Agreements shall be limited, construed and interpreted in accordance with Section
409A of the Code. Neither the Company, nor any of its Subsidiaries, shall be liable for any additional tax, interest or penalties
that may be imposed on a Participant by Section 409A of the Code or any damages for failing to comply with Section 409A of the
Code or this Section 6.10. Notwithstanding anything in the Plan or in an Award to the contrary, the following provisions shall
apply to Section 409A Covered Awards:


 


(a)       A
Termination shall not be deemed to have occurred for purposes of any provision of a Section 409A Covered Award providing for payment
upon or following a Participant’s Termination unless such Termination is also a “Separation from Service” within
the meaning of Code Section 409A and, for purposes of any such provision of Section 409A Covered Award, references to a “termination,”
“termination of employment” or like terms shall mean Separation from Service. Notwithstanding any provision to the
contrary in the Plan or the Award, if the Participant is deemed on the date of the Participant’s Termination to be a “specified
employee” within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected
by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any such
payment under a Section 409A Covered Award, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B),
such payment shall not be made prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of
the Participant’s Separation from Service, and (ii) the date of the Participant’s death. All payments delayed pursuant
to this Section 6.10(a) shall be paid to the Participant on the first day of the seventh month following the date of the Participant’s
Separation from Service or, if earlier, on the date of the Participant’s death.


 


(b)       Whenever
a payment under a Section 409A Covered Award specifies a payment period with reference to a number of days, the actual date of
payment within the specified period shall be within the sole discretion of the Company.


 


(c)       If
under the Section 409A Covered Award an amount is to be paid in two or more installments, for purposes of Code Section 409A, each
installment shall be treated as a separate payment.


 


Notwithstanding any provision of the Plan
to the contrary, the Committee may adopt such amendments to the Plan and outstanding Award Agreements or adopt other policies and
procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Committee
determines are necessary or appropriate to (x) exempt an Award from Section 409A of the Code and/or preserve the intended tax treatment
of the benefits provided with respect to the Award, or (y) comply with the requirements of Section 409A of the Code.


 


6.11.        Paperless
Administration. In the event that the Company establishes, for itself or using the services of a third party, an automated
system for the documentation, granting of Awards, such as a system using an internet website or interactive voice response, then
the paperless documentation, granting of Awards by a Participant may be permitted through the use of such an automated system.


 


6.12.        No
Rights to Awards. No Participant or other Person shall have any claim to be granted any Award pursuant to the Plan, and neither
the Company nor the Committee is obligated to treat Participants or any other Persons uniformly.


 


6.13.        Unfunded
Status of Awards. The Plan is intended to be an “unfunded” plan for incentive compensation. With respect to any
payments not yet made to a Participant pursuant to an Award, nothing contained in the Plan or any program or Award Agreement shall
give the Participant any rights that are greater than those of a general creditor of the Company or any of its Subsidiaries.


 






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6.14.        Relationship
to other Benefits. No payment pursuant to the Plan shall be taken into account in determining any benefits under any pension,
retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any of its Subsidiaries except
to the extent otherwise expressly provided in writing in such other plan or an agreement thereunder.


 


6.15.        Expenses.
The expenses of administering the Plan shall be borne by the Company.


 


6.16.        Severability
of Provisions. If any provision of the Plan shall be held invalid or unenforceable, such invalidity or unenforceability shall
not affect any other provisions hereof, and the Plan shall be construed and enforced as if such provisions had not been included.


 








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