Exhibit 10.8




 


ENERGY XXI GULF COAST, INC.


 


2016 Long Term Incentive Plan


 


1.          Purpose.
The purpose of the Energy XXI Gulf Coast, Inc. 2016 Long Term Incentive Plan (the “Plan”) is to provide
a means through which (a) Energy XXI Gulf Coast, Inc., a Delaware corporation (the “Company”), and its
Affiliates may attract and retain able persons as employees, directors and consultants, thereby enhancing the profitable growth
of the Company and its Affiliates and (b) persons upon whom the responsibilities of the successful administration and management
of the Company and its Affiliates rest, and whose present and potential contributions to the welfare of the Company and its Affiliates
are of importance, can acquire and maintain stock ownership or awards the value of which is tied to the performance of the Company,
thereby strengthening their concern for the welfare of the Company and its Affiliates. Accordingly, the Plan provides for the grant
of Incentive Stock Options, Nonstatutory Options, Stock Appreciation Rights, Restricted Stock Awards, Restricted Stock Units, Stock
Awards, Dividend Equivalents, Other Stock-Based Awards, Cash Awards, Substitute Awards, Performance Awards, or any combination
of the foregoing.


 


2.          Definitions.
For purposes of the Plan, the following terms shall be defined as set forth below:


 


(a)          
“Affiliate” means any corporation, partnership, limited liability company, limited liability partnership,
association, trust or other organization that, directly or indirectly, controls, is controlled by, or is under common control with,
the Company. For purposes of the preceding sentence, “control” (including, with correlative meanings, the terms “controlled
by” and “under common control with”), as used with respect to any entity or organization, shall mean the possession,
directly or indirectly, of the power (i) to vote more than 50% of the securities having ordinary voting power for the election
of directors of the controlled entity or organization, or (ii) to direct or cause the direction of the management and policies
of the controlled entity or organization, whether through the ownership of voting securities, by contract, or otherwise.


 


(b)          “Award”
means any Option, SAR, Restricted Stock Award, Restricted Stock Unit, Stock Award, Dividend Equivalent, Other Stock-Based Award,
Cash Award, Substitute Award or Performance Award, together with any other right or interest, granted under the Plan.


 


(c)          “Award
Agreement” means any written instrument (including any employment, severance or change of control agreement) that
sets forth the terms, conditions, restrictions and/or limitations applicable to an Award, in addition to those set forth under
the Plan.


 


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


 


(e)          “Cash
Award” means an Award denominated in cash granted under Section 6(i).


 




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(f)          “Change
of Control” means, except as otherwise provided in an Award Agreement, the occurrence of any of the following events:


 


(i)          A
“change in the ownership” of the Company within the meaning of Treasury Regulation § 1.409A-3(i)(5)(v), whereby
any one person, or more than one person acting as a “group” (for purposes of this Section 2(f), as such term
is defined in Treasury Regulation § 1.409A-3(i)(5)(vi)), acquires ownership of stock in the Company that, together with stock
held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the
Company.


 


(ii)         A
“change in the effective control” of the Company within the meaning of Treasury Regulation § 1.409A-3(i)(5)(vi),
whereby either (A) any one person, or more than one person acting as a group, acquires (or has acquired during the twelve month
period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing
30% or more of the total voting power of the stock of the Company; or (B) a majority of the members of the Board are replaced during
any twelve-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior
to the date of the appointment or election.


 


(iii)        A
“change in the ownership of a substantial portion” of the Company’s assets within the meaning of Treasury Regulation
§ 1.409A-3(i)(5)(vii), whereby any one person, or more than one person acting as a group, acquires (or has acquired during
the twelve month period ending on the date of the most recent acquisition by such person or persons) assets of the Company that
have a total gross fair market value equal to or more than 40% of the total gross fair market value of all the assets of the Company
immediately prior to such acquisition or acquisitions.


 


In addition, for purposes
of this Section 2(f) and except as otherwise provided in an Award Agreement, “Company” includes (x) the Company,
(y) the entity for whom a Participant performs the services for which an Award is granted, and (z) an entity that is a shareholder
owning more than 50% of the total fair market value and total voting power (a “Majority Shareholder”)
of the Company or the entity identified in (y) above, or any entity in a chain of entities in which each entity is a Majority Shareholder
of another entity in the chain, ending in the Company or the entity identified in (y) above.


 


(g)          “Change
of Control Price” means the amount determined in the following clause (i), (ii), (iii), (iv) or (v), whichever is
applicable, as follows: (i) the price per share offered to holders of Stock in any merger or consolidation, (ii) the per share
Fair Market Value of the Stock immediately before the Change of Control without regard to assets sold in the Change of Control
and assuming the Company has received the consideration paid for the assets in the case of a sale of the assets, (iii) the amount
distributed per share of Stock in a dissolution transaction, (iv) the price per share offered to holders of Stock in any tender
offer or exchange offer whereby a Change of Control takes place, or (v) if such Change of Control occurs other than pursuant to
a transaction described in clauses (i), (ii), (iii), or (iv) of this Section 2(g), the value per share of the Stock that
may otherwise be obtained with respect to such Awards or to which such Awards track, as determined by the Committee as of the date
determined by the Committee to be the date of cancellation and surrender of such Awards. In the event that the consideration offered
to shareholders of the Company in any transaction described in this Section 2(g) or in Section 8(e) consists of anything
other than cash, the Committee shall determine the fair cash equivalent of the portion of the consideration offered which is other
than cash and such determination shall be binding on all affected Participants to the extent applicable to Awards held by such
Participants.


 




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(h)          “Code”
means the Internal Revenue Code of 1986, as amended from time to time, including regulations thereunder and successor provisions
and regulations thereto.


 


(i)          “Committee”
means a committee of one or more directors designated by the Board to administer the Plan; provided, however, that, unless otherwise
determined by the Board, the Committee shall consist solely of two or more Qualified Members.


 


(j)          “Covered
Employee” means an Eligible Person who is designated by the Committee, at the time of grant of a Performance Award,
as likely to be a “covered employee” within the meaning of section 162(m) of the Code for a specified fiscal year.


 


(k)          “Dividend
Equivalent” means a right, granted to an Eligible Person under Section 6(g), to receive cash, Stock, other
Awards or other property equal in value to dividends paid with respect to a specified number of shares of Stock, or other periodic
payments.


 


(l)          “Effective
Date” means December 30, 2016.


 


(m)          “Eligible
Person” means all officers and employees of the Company or of any of its Affiliates, and other persons who provide
services to the Company or any of its Affiliates, including directors of the Company; provided, that, on and after the date
that the Company is subject to the reporting requirements of the Exchange Act, any such individual must be an “employee”
of the Company or any of its parents or subsidiaries within the meaning of General Instruction A.1(a) to Form S-8 if such individual
is granted an Award that may be settled in Stock. An employee on leave of absence may be considered as still in the employ of the
Company or its Affiliates for purposes of eligibility for participation in the Plan.


 


(n)          “Exchange
Act” means the Securities Exchange Act of 1934, as amended from time to time, including rules thereunder and successor
provisions and rules thereto.


 


(o)          “Fair
Market Value” means, as of any specified date and except as otherwise determined by the Committee, (i) if the Stock
is listed on a national securities exchange, the closing sales price of the Stock, as reported on the stock exchange composite
tape on the last date preceding the date of determination on which such sales of the Stock are so reported or, if so determined
by the Committee, any other method utilizing actual sales of Stock; (ii) if the Stock is not traded on a national securities exchange
but is traded over the counter at the time a determination of its fair market value is required to be made under the Plan, the
average between the reported high and low bid and asked prices of Stock on the most recent date on which Stock was publicly traded
or, if so determined by the Committee, any other method utilizing actual sales of Stock; or (iii) regardless of whether the Stock
is listed on a national securities exchange or traded over the counter at the time of such determination, the amount determined
by the Committee in its discretion in such manner as it deems appropriate, taking into account all factors the Committee deems
appropriate including, without limitation, the Nonqualified Deferred Compensation Rules.


 




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(p)          “Incentive
Stock Option” or “ISO” means any Option intended to be and designated as an “incentive
stock option” within the meaning of section 422 of the Code.


 


(q)          “Nonqualified
Deferred Compensation Rules” means the limitations or requirements of section 409A of the Code, as amended from time
to time, including the guidance and regulations promulgated thereunder and successor provisions, guidance and regulations thereto.


 


(r)          “Nonstatutory
Option” means any Option that is not intended to be an “incentive stock option” within the meaning of
section 422 of the Code.


 


(s)          “Option”
means a right, granted to an Eligible Person under Section 6(b), to purchase Stock or other Awards at a specified price
during specified time periods.


 


(t)          “Other
Stock-Based Award” means an Award granted to an Eligible Person under Section 6(h).


 


(u)          “Participant”
means a person who has been granted an Award under the Plan that remains outstanding, including a person who is no longer an Eligible
Person.


 


(v)         “Performance
Award” means an award granted to an Eligible Person under Section 6(k), the grant, vesting, exercisability
and/or settlement of which (and/or the timing or amount thereof) is subject to the achievement of one or more performance goals
specified by the Committee.


 


(w)          “Qualified
Member” means a member of the Board who is (i) a “nonemployee director” within the meaning of Rule 16b-3(b)(3),
(ii) following expiration of the Transition Period (as defined below), an “outside director” within the meaning of
Treasury Regulation § 1.162-27 under section 162(m) of the Code, and (iii) “independent” under the listing standards
or rules of the securities exchange upon which the Stock is traded, but only to the extent such independence is required in order
to take the action at issue pursuant to such standards or rules.


 


(x)          “Qualifying
Public Offering” means a firm commitment underwritten public offering of Stock for cash where the shares of Stock
registered under the Securities Act are listed on a national securities exchange.


 


(y)          “Restricted
Stock” means Stock granted to an Eligible Person under Section 6(d), that is subject to certain restrictions
and to a risk of forfeiture.


 


(z)          “Restricted
Stock Unit” means a right, granted to an Eligible Person under Section 6(e), to receive Stock, cash or a combination
thereof at the end of a specified period (which may or may not be coterminous with the vesting schedule of the Award).


 


(aa)         “Rule
16b-3” means Rule 16b-3, promulgated by the Securities and Exchange Commission under section 16 of the Exchange Act.


 




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(bb)         “Section
162(m) Award” means a Performance Award granted under Section 6(k)(i) to a Covered Employee that is intended
to satisfy the requirements for “performance-based compensation” within the meaning of section 162(m) of the Code.


 


(cc)         “Securities
Act” means the Securities Act of 1933, as amended from time to time, including rules thereunder and successor provisions
and rules thereto.


 


(dd)         “Stock”
means the Company’s Common Stock, par value $0.01 per share, and such other securities as may be substituted (or re-substituted)
for Stock pursuant to Section 8.


 


(ee)         “Stock
Appreciation Right” or “SAR” means a right granted to an Eligible Person under Section
6(c).


 


(ff)         “Stock
Award” means unrestricted shares of Stock granted to an Eligible Person under Section 6(f).


 


(gg)         “Substitute
Award” means an Award granted under Section 6(j) in substitution for a similar award as a result of certain
business transactions.


 


(hh)         
“Transition Period” means, the period beginning on the date that the Stock is required
to be registered under section 12 of the Exchange Act and ending on the earliest to occur of (i) the material modification of the
Plan within the meaning of Treasury Regulation § 1.162-27(h)(1)(iii); (ii) the delivery of the total number of shares of Stock
set forth in Section 4(a); or (iii) the first meeting of shareholders of the Company at which directors are to be elected that
occurs after the close of the third calendar year following the calendar year in which an initial public offering of the Stock
occurs or, in the event the Company becomes publicly held without an initial public offering, the first calendar year following
the calendar year in which the Company first becomes publicly held.


 


3.          Administration.


 


(a)          Authority
of the Committee. The Plan shall be administered by the Committee except to the extent the Board elects to administer the Plan,
in which case references herein to the “Committee” shall be deemed to include references to the “Board.”
Subject to the express provisions of the Plan, and, to the extent applicable, Rule 16b-3 and other laws, the Committee shall have
the authority, in its sole and absolute discretion, to: (i) designate Eligible Persons as Participants; (ii) determine the type
or types of Awards to be granted to an Eligible Person; (iii) determine the number of shares of Stock or amount of cash to be covered
by Awards; (iv) determine the terms and conditions of any Award, including whether, to what extent and under what circumstances
Awards may be vested, settled, exercised, cancelled or forfeited; (v) modify, waive or adjust any term or condition of an Award
that has been granted, which may include the acceleration of vesting, waiver of forfeiture restrictions, modification of the form
of settlement of the Award (for example, from cash to Stock or vice versa) or modification of any other condition or limitation
regarding an Award; (vi) interpret and administer the Plan and any Award Agreement; (vii) establish, amend, suspend, or waive rules
and regulations used to administer the Plan; (viii) correct any defect, supply any omission or reconcile any inconsistency in the
Plan, in any Award, or in any Award Agreement; and (ix) make any other determination and take any other action that the Committee
deems necessary or desirable for the administration of the Plan. The express grant of any specific power to the Committee, and
the taking of any action by the Committee, shall not be construed as limiting any power or authority of the Committee. Any action
of the Committee shall be final, conclusive and binding on all persons, including the Company, its Affiliates, shareholders, Participants,
beneficiaries, and permitted transferees under Section 7(a) or other persons claiming rights from or through a Participant.


 




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(b)          Exercise
of Committee Authority. At any time that the Committee consists of fewer than two members or of members that are not each a
Qualified Member, any action of the Committee relating to (A) an Award granted or to be granted to an Eligible Person who is then
subject to section 16 of the Exchange Act in respect of the Company where such action is not taken by the full Board, or (B) a
Section 162(m) Award, may be taken either (i) by a subcommittee, designated by the Committee, composed solely of two or more Qualified
Members, or (ii) by the Committee but with each such member who is not a Qualified Member abstaining or recusing himself or herself
from such action; provided, however, that upon such abstention or recusal, the Committee remains composed solely
of two or more Qualified Members. Such action, authorized by such a subcommittee or by the Committee upon the abstention or recusal
of such non-Qualified Member(s), shall be the action of the Committee for purposes of the Plan. For the avoidance of doubt, the
full Board may take any action relating to an Award granted or to be granted to an Eligible Person who is then subject to section
16 of the Exchange Act in respect of the Company, provided that such award is not a Section 162(m) Award.


 


(c)          Delegation
of Authority. The Committee may delegate any or all of its powers and duties under the Plan to a subcommittee of directors
or to any officer of the Company, including the power to perform administrative functions and grant Awards under the Plan; provided,
however, that such delegation does not (i) violate state or corporate law, (ii) result in the loss of an exemption
under Rule 16b-3(d)(1) for Awards granted to Participants subject to section 16 of the Exchange Act in respect of the Company,
or (iii) cause Section 162(m) Awards to fail to so qualify. Upon any such delegation, all references in the Plan to the “Committee,”
other than in Section 8, shall be deemed to include any subcommittee or officer of the Company to whom such powers have
been delegated by the Committee. Any such delegation shall not limit the right of such subcommittee members or such an officer
to receive Awards under the Plan; provided, however, that such subcommittee members and any such officer may not
grant Awards to himself or herself, a member of the Board, or any executive officer of the Company or an Affiliate, or take any
action with respect to any Award previously granted to himself or herself, a member of the Board, or any executive officer of the
Company or an Affiliate. The Committee may also appoint agents to assist it in administering the Plan that are not executive officers
of the Company or members of the Board, provided that such individuals may not be delegated the authority to (i) grant or modify
any Awards that will, or may, be settled in Stock or (ii) take any action that would cause Section 162(m) Awards to fail to so
qualify, if applicable.


 




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(d)          Limitation
of Liability. The Committee and each member thereof shall be entitled to, in good faith, rely or act upon any report or other
information furnished to him or her by any officer or employee of the Company or any of its Affiliates, the Company’s legal
counsel, independent auditors, consultants or any other agents assisting in the administration of the Plan. Members of the Committee
and any officer or employee of the Company or any of its Affiliates acting at the direction or on behalf of the Committee shall
not be personally liable for any action or determination taken or made in good faith with respect to the Plan, and shall, to the
fullest extent permitted by law, be indemnified and held harmless by the Company with respect to any such action or determination.


 


4.          Stock
Subject to Plan.


 


(a)          Overall
Number of Shares Available for Delivery. Subject to adjustment in a manner consistent with any adjustment made pursuant to
Section 8, the total number of shares of Stock reserved and available for delivery with respect to Awards under the Plan
is 1,859,552 shares, and such total number of shares of Stock shall be available for the issuance of ISOs.


 


(b)          Application
of Limitation to Grants of Awards. Subject to Section 4(c), no Award may be granted if the number of shares of
Stock to be delivered in connection with such Award exceeds the number of shares of Stock remaining available under the Plan minus
the number of shares of Stock issuable in settlement of or relating to then-outstanding Awards. The Committee may adopt reasonable
counting procedures to ensure appropriate counting, avoid double counting (as, for example, in the case of tandem or Substitute
Awards) and make adjustments if the number of shares of Stock actually delivered differs from the number of shares previously counted
in connection with an Award.


 


(c)          Availability
of Shares Not Delivered under Awards. Shares of Stock subject to an Award under the Plan that expires or is cancelled, forfeited,
exchanged, settled in cash or otherwise terminated (including (i) shares forfeited with respect to Restricted Stock, and (ii) the
number of shares withheld or surrendered to the Company in payment of any exercise or purchase price of an Award or taxes relating
to Awards) shall not be considered “delivered shares” under the Plan and shall again be available for delivery with
respect to Awards under the Plan, except that if any such shares could not again be available for Awards to a particular Participant
under any applicable law or regulation, such shares shall be available exclusively for Awards to Participants who are not subject
to such limitation. If an Award may be settled only in cash, such Award need not be counted against any share limit under this
Section 4, but will remain subject to the limitations in Section 5 to the extent required to preserve the status
of any Award intended to be a Section 162(m) Award.


 


(d)          Stock
Offered. The shares of Stock to be delivered under the Plan shall be made available from (i) authorized but unissued shares
of Stock, (ii) Stock held in the treasury of the Company, or (iii) previously issued shares of Stock reacquired by the Company,
including shares purchased on the open market.


 


5.          Eligibility;
Per Person Award Limitations. Awards may be granted under the Plan only to persons who are Eligible Persons at the time of
grant thereof. Beginning with the calendar year in which the Transition Period expires and for each calendar year thereafter, a
Covered Employee may not be granted Awards intended to be Section 162(m) Awards (a) to the extent such Award is based on a number
of shares of Stock (other than such an Award designated to be paid only in cash) relating to more than 929,776 shares of Stock,
subject to adjustment in a manner consistent with any adjustment made pursuant to Section 8, and (b) to the extent such
Award is designated to be paid only in cash, having a value determined on the date of grant in excess of $10,000,000.


 




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6.          Specific
Terms of Awards.


 


(a)          General.
Awards may be granted on the terms and conditions set forth in this Section 6. Awards granted under the Plan may, in the
discretion of the Committee, be granted either alone, in addition to, or in tandem with any other Award. In addition, the Committee
may impose on any Award or the exercise thereof, at the date of grant or thereafter (subject to Section 10), such additional
terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall determine.


 


(b)          Options.
The Committee is authorized to grant Options, which may be designated as either ISOs or Nonstatutory Options, to Eligible Persons
on the following terms and conditions:


 


(i)          Exercise
Price. Each Award Agreement evidencing an Option shall state the exercise price per share of Stock (the “Exercise
Price”); provided, however, that except as provided in Section 6(j) or in Section 8,
the Exercise Price of an Option shall not be less than the greater of (A) the par value per share of the Stock or (B) 100% of the
Fair Market Value per share of the Stock as of the date of grant of the Option (or in the case of an ISO granted to an individual
who owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or its parent
or any of its subsidiaries, 110% of the Fair Market Value per share of the Stock on the date of grant). Notwithstanding the foregoing,
the Exercise Price of a Nonstatutory Option that (1) does not provide for a deferral of compensation by reason of satisfying the
short-term deferral exception set forth in the Nonqualified Deferred Compensation Rules or (2) provides for a deferral of compensation
and is compliant with the Nonqualified Deferred Compensation Rules, in each case, may be less than 100% of the Fair Market Value
per share of Stock as of the date of grant of the Option as determined by the Committee at the time the Option is granted.


 


(ii)         Time
and Method of Exercise; Other Terms. The Committee shall determine the number of shares of Stock to which the Option relates,
the time or times at which or the circumstances under which an Option may be vested and/or exercised in whole or in part (including
based on achievement of one or more performance goals pursuant to Section 6(k) and/or future service requirements), the
methods by which such Exercise Price may be paid or deemed to be paid, the form of such payment, including without limitation,
cash or cash equivalents, Stock (including previously owned shares or through a cashless or broker-assisted exercise, net settlement
or other reduction of the amount of shares otherwise issuable pursuant to the Option), other Awards or awards granted under other
plans of the Company or any Affiliate, other property, or any other legal consideration the Committee deems appropriate (including
notes or other contractual obligations of Participants to make payment on a deferred basis), the methods by or forms in which Stock
will be delivered or deemed to be delivered to Participants, including, but not limited to, the delivery of Restricted Stock subject
to Section 6(d), and any other terms and conditions of any Option. In the case of an exercise whereby the Exercise Price
is paid with Stock, such Stock shall be valued as of the date of exercise. No Option may be exercisable for a period of more than
ten (10) years following the date of grant of the Option (or in the case of an ISO granted to an individual who owns stock possessing
more than 10% of the total combined voting power of all classes of stock of the Company or its parent or any of its subsidiaries,
for a period of more than five (5) years following the date of grant of the ISO).


 




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(iii)        ISOs.
The terms of any ISO granted under the Plan shall comply in all respects with the provisions of section 422 of the Code. ISOs may
only be granted to Eligible Persons who are employees of the Company or employees of a parent or any subsidiary corporation of
the Company. Except as otherwise provided in Section 8, no term of the Plan relating to ISOs (including any SAR in tandem
therewith) shall be interpreted, amended or altered, nor shall any discretion or authority granted under the Plan be exercised,
so as to disqualify either the Plan or any ISO under section 422 of the Code, unless the Participant has first requested the change
that will result in such disqualification. ISOs shall not be granted more than ten years after the earlier of the adoption of the
Plan or the approval of the Plan by the Company’s shareholders. Notwithstanding the foregoing, the Fair Market Value of shares
of Stock subject to an ISO and the aggregate Fair Market Value of shares of stock of any parent or subsidiary corporation (within
the meaning of sections 424(e) and (f) of the Code) subject to any other “incentive stock option” (within the meaning
of section 422 of the Code) of the Company or a parent or subsidiary corporation (within the meaning of sections 424(e) and (f)
of the Code) that first becomes purchasable by a Participant in any calendar year may not (with respect to that Participant) exceed
$100,000, or such other amount as may be prescribed under section 422 of the Code. As used in the previous sentence, Fair Market
Value shall be determined as of the date the “incentive stock option” is granted. Failure to comply with this provision
shall not impair the enforceability or exercisability of any Option, but shall cause the excess amount of shares to be reclassified
in accordance with the Code.


 


(c)          Stock
Appreciation Rights. The Committee is authorized to grant SARs to Eligible Persons on the following terms and conditions:


 


(i)          Right
to Payment. An SAR is a right to receive, upon exercise thereof, the excess of (A) the Fair Market Value of one share of Stock
on the date of exercise over (B) the grant price of the SAR as determined by the Committee.


 


(ii)         Grant
Price. Each Award Agreement evidencing an SAR shall state the grant price per share of Stock; provided, however,
that except as provided in Section 6(j) or in Section 8, the grant price per share of Stock subject to an SAR shall
not be less than the greater of (A) the par value per share of the Stock or (B) 100% of the Fair Market Value per share of the
Stock as of the date of grant of the SAR. Notwithstanding the foregoing, the grant price of an SAR that (1) does not provide for
a deferral of compensation by reason of satisfying the short-term deferral exception set forth in the Nonqualified Deferred Compensation
Rules or (2) provides for a deferral of compensation and is compliant with the Nonqualified Deferred Compensation Rules, in each
case, may be less than 100% of the Fair Market Value per share of Stock subject to an SAR as of the date of grant of the SAR and
shall be determined by the Committee at the time the SAR is granted.


 




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(iii)        Time
and Method of Exercise; Other Terms. The Committee shall determine the number of shares of Stock to which the SAR relates,
the time or times at which and the circumstances under which an SAR may be vested and/or exercised in whole or in part (including
based on achievement of one or more performance goals pursuant to Section 6(k) and/or future service requirements), the
form of consideration payable upon settlement, the method by or forms in which Stock (if any) will be delivered or deemed to be
delivered to Participants, and any other terms and conditions of any SAR. SARs may be either free-standing or in tandem with other
Awards. No SAR may be exercisable for a period of more than ten (10) years following the date of grant of the SAR.


 


(iv)        Rights
Related to Options. An SAR granted in connection with an Option shall entitle a Participant, upon exercise, to surrender that
Option or any portion thereof, to the extent unexercised, and to receive payment of an amount determined by multiplying (A) the
difference obtained by subtracting the Exercise Price with respect to a share of Stock specified in the related Option from the
Fair Market Value of a share of Stock on the date of exercise of the SAR, by (B) the number of shares as to which that SAR has
been exercised. The Option shall then cease to be exercisable to the extent surrendered. SARs granted in connection with an Option
shall be subject to the terms and conditions of the Award Agreement governing the Option, which shall provide that the SAR is exercisable
only at such time or times and only to the extent that the related Option is exercisable and shall not be transferable except to
the extent that the related Option is transferrable.


 


(d)          Restricted
Stock. The Committee is authorized to grant Restricted Stock to Eligible Persons on the following terms and conditions:


 


(i)          Grant
and Restrictions. Restricted Stock shall be subject to such restrictions on transferability, risk of forfeiture and other restrictions,
if any, as the Committee may impose, which restrictions may lapse separately or in combination at such times, under such circumstances
(including based on achievement of one or more performance goals pursuant to Section 6(k) and/or future service requirements),
in such installments or otherwise, as the Committee may determine at the date of grant or thereafter. During the restricted period
applicable to the Restricted Stock, the Restricted Stock may not be sold, transferred, pledged, hedged, hypothecated, margined
or otherwise encumbered by the Participant.


 


(ii)         Dividends
and Splits. As a condition to the grant of an Award of Restricted Stock, the Committee may allow a Participant to elect, or
may require, that any cash dividends paid on a share of Restricted Stock be automatically reinvested in additional shares of Restricted
Stock, applied to the purchase of additional Awards under the Plan or deferred without interest to the date of vesting of the associated
Award of Restricted Stock. Unless otherwise determined by the Committee and specified in the applicable Award Agreement, Stock
distributed in connection with a Stock split or Stock dividend, and other property (other than cash) distributed as a dividend,
shall be subject to restrictions and a risk of forfeiture to the same extent as the Restricted Stock with respect to which such
Stock or other property has been distributed.


 


(e)          Restricted
Stock Units. The Committee is authorized to grant Restricted Stock Units to Eligible Persons on the following terms and conditions:


 




    	 	10	 



     


    

 


(i)          Award
and Restrictions. Restricted Stock Units shall be subject to such restrictions (which may include a risk of forfeiture) as
the Committee may impose, if any, which restrictions may lapse at the expiration of the deferral period or at earlier specified
times (including based on achievement of one or more performance goals pursuant to Section 6(k) and/or future service requirements),
separately or in combination, in installments or otherwise, as the Committee may determine.


 


(ii)         Settlement.
Settlement of vested Restricted Stock Units shall occur upon expiration of the deferral period specified for such Restricted Stock
Units by the Committee (or, if permitted by the Committee, as elected by the Participant). Settlement of Restricted Stock Units
shall be made by delivery of (A) a number of shares of Stock equal to the number of Restricted Stock Units for which settlement
is due, or (B) cash in an amount equal to the Fair Market Value of the specified number of shares of Stock covered by such Restricted
Stock Units, or a combination thereof, as determined by the Committee at the date of grant or thereafter.


 


(f)          Stock
Awards. The Committee is authorized to grant Stock Awards under the Plan to Eligible Persons as a bonus, as additional compensation,
or in lieu of cash compensation any such Eligible Person is otherwise entitled to receive, in such amounts and subject to such
other terms as the Committee in its discretion determines to be appropriate.


 


(g)          Dividend
Equivalents. The Committee is authorized to grant Dividend Equivalents to Eligible Persons, entitling any such Eligible Person
to receive cash, Stock, other Awards, or other property equal in value to dividends or other distributions paid with respect to
a specified number of shares of Stock, or other periodic payments. Dividend Equivalents may be awarded on a free-standing basis
or in connection with another Award (other than an Award of Restricted Stock or a Stock Award). The Committee may provide that
Dividend Equivalents shall be paid or distributed when accrued or at a later specified date and, if distributed at a later date,
may be deemed to have been reinvested in additional Stock, Awards, or other investment vehicles or accrued in a bookkeeping account
without interest, and subject to such restrictions on transferability and risks of forfeiture, as the Committee may specify. With
respect to Dividend Equivalents granted in connection with another Award, absent a contrary provision in the Award Agreement, such
Dividend Equivalents shall be subject to the same restrictions and risk of forfeiture as the Award with respect to which the dividends
accrue and shall not be paid unless and until such Award has vested and been earned.


 


(h)          Other
Stock-Based Awards. The Committee is authorized, subject to limitations under applicable law, to grant to Eligible Persons
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, Stock, as deemed by the Committee to be consistent with the purposes of the Plan, including without limitation convertible
or exchangeable debt securities, other rights convertible or exchangeable into Stock, purchase rights for Stock, Awards with value
and payment contingent upon performance of the Company or any other factors designated by the Committee, and Awards valued by reference
to the book value of Stock or the value of securities of or the performance of specified Affiliates of the Company. The Committee
shall determine the terms and conditions of such Other Stock-Based Awards. Stock delivered pursuant to an Other-Stock Based Award
in the nature of a purchase right granted under this Section 6(h) shall be purchased for such consideration, paid for at
such times, by such methods, and in such forms, including, without limitation, cash, Stock, other Awards, or other property, as
the Committee shall determine.


 




    	 	11	 



     


    

 


(i)          Cash
Awards. The Committee is authorized to grant Cash Awards, on a free-standing basis or as an element of or supplement to, or
in lieu of, any other Award under the Plan to Eligible Persons in such amounts and subject to such other terms (including the achievement
of one or more performance goals pursuant to Section 6(k) and/or future service requirements) as the Committee in its discretion
determines to be appropriate.


 


(j)          Substitute
Awards; No Repricing. Awards may be granted under the Plan in substitution for similar awards held by individuals who become
Eligible Persons as a result of a merger, consolidation or acquisition of another entity or the assets of another entity by or
with the Company or an Affiliate of the Company. Such Substitute Awards referred to in the immediately preceding sentence that
are Options or Stock Appreciation Rights may have an exercise price that is less than the Fair Market Value of a share of Stock
on the date of the substitution if such substitution complies with the Nonqualified Deferred Compensation Rules and other applicable
laws and exchange rules. Except as provided in this Section 6(j) or in Section 8, the terms of outstanding Awards
may not be amended to reduce the Exercise Price or grant price of outstanding Options or SARs or to cancel outstanding Options
and SARs in exchange for cash, other Awards or Options or SARs with an Exercise Price or grant price that is less than the Exercise
Price or grant price of the original Options or SARs without the approval of the shareholders of the Company.


 


(k)          Performance
Awards. The Committee is authorized to designate any of the Awards granted under the foregoing provisions of this Section
6 as Performance Awards. The Committee may use such business criteria and other measures of performance as it may deem appropriate
in establishing any performance goals applicable to a Performance Award, and may exercise its discretion to reduce or increase
the amounts payable under any Performance Award, except as limited under Section 6(k)(i). Performance goals may differ for
Performance Awards granted to any one Participant or to different Participants. The performance period applicable to any Performance
Award shall be set by the Committee in its discretion but shall not exceed ten (10) years.


 


(i)          Section
162(m) Awards. If the Committee determines in its discretion that a Performance Award granted to a Covered Employee shall be
designated as a Section 162(m) Award, the grant, exercise, vesting and/or settlement of such Performance Award shall be contingent
upon achievement of a pre-established performance goal or goals and other terms set forth in this Section 6(k)(i); provided,
however, that nothing in this Section 6(k) or elsewhere in the Plan shall be interpreted as preventing the Committee
from granting Performance Awards or other Awards to Covered Employees that are not intended to constitute Section 162(m) Awards
or from determining that it is no longer necessary or appropriate for a Section 162(m) Award to qualify as such.


 




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(A)         Performance
Goals Generally. The performance goals for Section 162(m) Awards shall consist of one or more business criteria and a targeted
level or levels of performance with respect to each of such criteria as specified by the Committee. Performance goals shall be
objective and shall otherwise meet the requirements of section 162(m) of the Code (including Treasury Regulation § 1.162-27
and successor regulations thereto), including the requirement that the level or levels of performance targeted by the Committee
must be “substantially uncertain” at the time the Committee actually establishes the performance goal or goals.


 


(B)         Business
Criteria for Performance Goals. One or more of the following business criteria for the Company, on a consolidated basis, and/or
for specified subsidiaries, business or geographical units or operating areas of the Company (except with respect to the total
shareholder return and earnings per share criteria), shall be used by the Committee in establishing performance goals for Section
162(m) Awards: (1) revenues or other income; (2) cash flow, discretionary cash flow, cash flows from operations, cash flows from
investing activities, or cash flows from financing activities; (3) return on net assets, return on assets, return on investment,
return on capital, return on capital employed or return on equity; (4) income, operating income or net income; (5) earnings before
any one or more of depletion, depreciation and amortization expense; exploration and abandonments; impairment of oil and gas properties;
impairment of inventory and other property and equipment; accretion of discount on asset retirement obligations; interest expense;
net gain or loss on the disposition of assets; income or loss from discontinued operations, net of tax; noncash derivative related
activity; amortization of stock-based compensation; income taxes; or other items; (6) equity; net worth; tangible net worth; book
capitalization; debt; debt, net of cash and cash equivalents; capital budget or other balance sheet goals; (7) debt or equity financings
or improvement of financial ratings; (8) production volumes, production growth, or debt-adjusted production growth, which may be
of oil, gas, natural gas liquids or any combination thereof; (9) general and administrative expenses; (10) proved reserves, reserve
replacement, drillbit reserve replacement or reserve growth; (11) exploration and development costs, capital expenditures, finding
and development costs, drillbit finding and development costs, operating costs (including, but not limited to, lease operating
expenses, severance taxes and other production taxes, gathering and transportation and other components of operating expenses),
base operating costs, or production costs; (12) net asset value; (13) Fair Market Value of the Stock, share price, share price
appreciation, total shareholder return or payments of dividends; (14) achievement of savings from business improvement projects
and achievement of capital projects deliverables; (15) working capital or working capital changes; (16) operating profit or net
operating profit; (17) internal research or development programs; (18) geographic business expansion; (19) corporate development
(including, without limitation, licenses, innovation, research or establishment of third party collaborations); (20) performance
against environmental, ethics or sustainability targets; (21) safety performance and/or incident rate; (22) human resources management
targets, including medical cost reductions, employee satisfaction or retention, workforce diversity and time to hire; (23) satisfactory
internal or external audits; (24) consummation, implementation or completion of a Change of Control or other strategic partnerships,
transactions, projects, processes or initiatives or other goals relating to acquisitions or divestitures (in whole or in part),
joint ventures or strategic alliances; (25) regulatory approvals or other regulatory milestones; (26) legal compliance or risk
reduction; and (27) drilling results. Any of the above goals may be determined pre-tax or post-tax, on an absolute or relative
basis, as compared to the performance of a published or special index deemed applicable by the Committee including, but not limited
to, the Standard & Poor’s 500 Stock Index or a group of comparable companies, as a ratio with other business criteria,
as a ratio over a period of time or on a per unit of measure (such as per day, or per barrel, a volume or thermal unit of gas or
a barrel-of-oil equivalent), on a per-share basis (basic or diluted), and on a basis of continuing operations only. The terms above
may, but shall not be required to be, used as applied under generally accepted accounting principles, as applicable.


 






    	 	13	 



     


    

 


(C)         Effect
of Certain Events. The Committee may, at the time the performance goals in respect of a Section 162(m) Award are established,
provide for the manner in which actual performance and performance goals with regard to the business criteria selected will reflect
the impact of specified events during the relevant performance period, which may mean excluding the impact of any or all of the
following events or occurrences for such performance period: (1) asset write-downs or impairments to assets; (2) litigation, claims,
judgments or settlements; (3) accruals for reorganization and restructuring programs; (4) any unusual or infrequent items; (5)
any gain or loss from a discontinued operation; (6) goodwill impairment charges; (7) operating results for any business, asset
or property (or interest therein) acquired or sold; (8) third party expenses associated with any investment or acquisition by the
Company or any Subsidiary; (9) any amounts accrued by the Company or its Subsidiaries pursuant to management bonus plans or cash
profit sharing plans and related employer payroll taxes for the fiscal year; (10) any discretionary or matching contributions
made to a savings and deferred profit-sharing plan or deferred compensation plan for the fiscal year; (11) interest, expenses,
taxes, depreciation and depletion, amortization and accretion charges; (12) mark-to-market adjustments for financial instruments;
and (13) changes in business strategy impacting timing and magnitude of financial operating goals, including, but not limited to,
expenses, operating cash flow, and balance sheet goals. Unless the Committee otherwise elects, the performance goals in respect
of a Section 162(m) Award shall be deemed to exclude the impact of the following events or occurrences for such performance period:
(i) the effect of changes in tax law or other such laws or regulations affecting reported results; (ii) any change in accounting
principles; and (iii) events of force majeure beyond the Company’s control, such as acts of God, wars (declared or undeclared),
insurrections, hostilities, strikes, lockouts, riots, floods, fires, storms, industrial disturbances, acts of the public enemy,
sabotage, blockades, landslides, lightning, earthquakes, washouts, arrests and restraints of rulers and peoples, civil disturbances,
explosions, breakage or accidents to machinery, equipment, facilities or lines of pipe and subsequent repairs, freezing of wells,
pipe or other facilities, partial or entire failure of wells, pipe or other facilities, and action or restraint by court order
or public or governmental authority. In addition, a Section 162(m) Award may be adjusted by the Committee in accordance with the
provisions of Section 8. The adjustments described in this paragraph shall only be made, in each case, to the extent that
such adjustments in respect of a Section 162(m) Award would not cause the Section 162(m) Award to fail to qualify as “performance-based
compensation” under section 162(m) of the Code.


 


(D)         Timing
for Establishing Performance Goals. No later than 90 days after the beginning of any performance period applicable to a Section
162(m) Award, or at such other date as may be required or permitted for “performance-based compensation” under section
162(m) of the Code, the Committee shall establish (i) the Eligible Persons who will be granted Section 162(m) Awards, and (ii)
the objective formula used to calculate the amount of cash or Stock payable, if any, under such Section 162(m) Awards, based upon
the level of achievement of a performance goal or goals with respect to one or more of the business criteria selected by the Committee
from the list set forth in Section 6(k)(i)(B).


 




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(E)         Performance
Award Pool. The Committee may establish an unfunded pool, with the amount of such pool calculated using an objective formula
based upon the level of achievement of one or more performance goals with respect to business criteria selected from the list set
forth in Section 6(k)(i)(B) during the given performance period, as specified by the Committee in accordance with Section
6(k)(i)(D). The Committee may specify the amount of the pool as a percentage of any of such business criteria, a percentage
in excess of a threshold amount with respect to such business criteria, or as another amount which need not bear a direct relationship
to such business criteria but shall be objectively determinable and calculated based upon the level of achievement of pre-established
goals with regard to the business criteria.


 


(F)         Settlement
or Payout of Awards; Other Terms. Except as otherwise permitted under section 162(m) of the Code, after the end of each performance
period and before any Section 162(m) Award is settled or paid, the Committee shall certify the level of performance achieved with
regard to each business criteria established with respect to each Section 162(m) Award and shall determine the amount of cash or
Stock, if any, payable to each Participant with respect to each Section 162(m) Award. The Committee may, in its discretion, reduce
the amount of a payment or settlement otherwise to be made in connection with a Section 162(m) Award, but may not exercise discretion
to increase any such amount payable to a Covered Employee in respect of a Section 162(m) Award.


 


(G)         Written
Determinations. With respect to each Section 162(m) Award, all determinations by the Committee as to (1) the establishment
of performance goals and performance period with respect to the selected business criteria, (2) the establishment of the objective
formula used to calculate the amount of cash or Stock payable, if any, based on the level of achievement of such performance goals,
and (3) the certification of the level of performance achieved during the performance period with regard to each business criteria
selected, shall each be made in writing.


 


(H)         Options
and SARs. Notwithstanding the foregoing provisions of this Section 6(k)(i), Options and SARs with an Exercise Price
or grant price not less than the Fair Market Value on the date of grant awarded to Covered Employees are intended to be Section
162(m) Awards even if not otherwise contingent upon achievement of one or more pre-established performance goal or goals with respect
to business criteria listed above.


 


(ii)         Status
of Section 162(m) Awards. The terms governing Section 162(m) Awards shall be interpreted in a manner consistent with section
162(m) of the Code, in particular the prerequisites for qualification as “performance-based compensation,” and, if
any provision of the Plan as in effect on the date of adoption of any Award Agreement relating to a Section 162(m) Award does not
comply or is inconsistent with the requirements of section 162(m) of the Code, such provision shall be construed or deemed amended
to the extent necessary to conform to such requirements. During the Transition Period, Awards to Covered Employees shall only be
required to comply with the transition relief described in Treasury Regulation § 1.162-27(f).


 




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7.          Certain
Provisions Applicable to Awards.


 


(a)          Limit
on Transfer of Awards.


 


(i)          Except
as provided in Sections 7(a)(iii) and (iv), each Option and SAR shall be exercisable only by the Participant during
the Participant’s lifetime, or by the person to whom the Participant’s rights shall pass by will or the laws of descent
and distribution. Notwithstanding anything to the contrary in this Section 7(a), an ISO shall not be transferable other
than by will or the laws of descent and distribution.


 


(ii)         Except
as provided in Sections 7(a)(iii) and (iv), no Award other than a Stock Award, and no right under any such Award
may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant and any such purported
assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or
any Affiliate.


 


(iii)        To
the extent specifically provided by the Committee, an Award may be transferred by a Participant without consideration to immediate
family members or related family trusts, limited partnerships or similar entities or on such terms and conditions as the Committee
may from time to time establish.


 


(iv)         An
Award may be transferred pursuant to a domestic relations order entered or approved by a court of competent jurisdiction upon delivery
to the Company of a written request for such transfer and a certified copy of such order.


 


(b)          Form
and Timing of Payment under Awards; Deferrals. Subject to the terms of the Plan and any applicable Award Agreement, payments
to be made by the Company or any of its Affiliates upon the exercise or settlement of an Award may be made in such forms as the
Committee shall determine in its discretion, including without limitation cash, Stock, other Awards or other property, and may
be made in a single payment or transfer, in installments, or on a deferred basis (which may be required by the Committee or permitted
at the election of the Participant on terms and conditions established by the Committee); provided, however, that
any such deferred or installment payments will be set forth in the Award Agreement and/or otherwise made in a manner that will
not result in additional taxes under the Nonqualified Deferred Compensation Rules. Payments may include, without limitation, provisions
for the payment or crediting of reasonable interest on installment or deferred payments or the grant or crediting of Dividend Equivalents
or other amounts in respect of installment or deferred payments denominated in Stock. The Plan shall not constitute an “employee
benefit plan” for purposes of section 3(3) of the Employee Retirement Income Security Act of 1974, as amended.


 


(c)          Evidencing
Stock. The Stock or other securities of the Company delivered pursuant to an Award may be evidenced in any manner deemed appropriate
by the Committee in its sole discretion, including, but not limited to, in the form of a certificate issued in the name of the
Participant or by book entry, electronic or otherwise and shall be subject to such stop transfer orders and other restrictions
as the Committee may deem advisable under the Plan or the rules, regulations, and other requirements of the Securities and Exchange
Commission, any stock exchange upon which such Stock or other securities are then listed, and any applicable federal, state or
other laws, and the Committee may cause a legend or legends to be inscribed on any such certificates to make appropriate reference
to such restrictions. If certificates representing Restricted Stock are registered in the name of the Participant, the Committee
may require that such certificates bear an appropriate legend referring to the terms, conditions and restrictions applicable to
such Restricted Stock, that the Company retain physical possession of the certificates, and that the Participant deliver a stock
power to the Company, endorsed in blank, related to the Restricted Stock.


 




    	 	16	 



     


    

 


(d)          Consideration
for Grants. Awards may be granted for such consideration, including services, as the Committee shall determine, but shall not
be granted for less than the minimum lawful consideration.


 


(e)          Additional
Agreements. Each Eligible Person to whom an Award is granted under the Plan may be required to agree in writing, as a condition
to the grant of such Award or otherwise, to subject an Award that is exercised or settled following such Eligible Person’s
termination of employment or service to a general release of claims and/or a noncompetition or other restrictive covenant agreement
in favor of the Company and its Affiliates, with the terms and conditions of such agreement(s) to be determined in good faith by
the Committee.


 


(f)          Termination
of Service. Except as provided herein, the treatment of an Award upon a termination of employment or any other service relationship
by and between a Participant and the Company or any Affiliate shall be specified in the applicable Award Agreement.


 


8.          Subdivision
or Consolidation; Recapitalization; Change of Control; Reorganization.


 


(a)          Existence
of Plans and Awards. The existence of the Plan and the Awards granted hereunder shall not affect in any way the right or power
of the Company, the Board or the shareholders 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 debt or equity securities ahead of or affecting Stock or the rights thereof, the dissolution or liquidation of the Company or
any sale, lease, exchange or other disposition of all or any part of its assets or business or any other corporate act or proceeding.


 


(b)          Subdivision
or Consolidation of Shares. The terms of an Award and the share limitations under the Plan shall be subject to adjustment by
the Committee from time to time, in accordance with the following provisions:


 


(i)          If
at any time, or from time to time, the Company shall subdivide as a whole (by reclassification, by a Stock split, by the issuance
of a distribution on Stock payable in Stock, or otherwise) the number of shares of Stock then outstanding into a greater number
of shares of Stock or in the event the Company distributes an extraordinary cash dividend, then, as appropriate (A) the
maximum number of shares of Stock available for the Plan or in connection with Awards as provided in Sections 4 and 5
shall be increased proportionately, and the kind of shares or other securities available for the Plan shall be appropriately adjusted,
(B) the number of shares of Stock (or other kind of shares or securities) that may be acquired under any then outstanding Award
shall be increased proportionately, and (C) the price (including the Exercise Price or grant price) for each share of Stock (or
other kind of shares or securities) subject to then outstanding Awards shall be reduced proportionately, without changing the aggregate
purchase price or value as to which outstanding Awards remain exercisable or subject to restrictions.


 




    	 	17	 



     


    

 


(ii)         If
at any time, or from time to time, the Company shall consolidate as a whole (by reclassification, by reverse Stock split, or otherwise)
the number of shares of Stock then outstanding into a lesser number of shares of Stock, then, as appropriate (A) the maximum
number of shares of Stock available for the Plan or in connection with Awards as provided in Sections 4 and 5 shall
be decreased proportionately, and the kind of shares or other securities available for the Plan shall be appropriately adjusted,
(B) the number of shares of Stock (or other kind of shares or securities) that may be acquired under any then outstanding Award
shall be decreased proportionately, and (C) the price (including the Exercise Price or grant price) for each share of Stock (or
other kind of shares or securities) subject to then outstanding Awards shall be increased proportionately, without changing the
aggregate purchase price or value as to which outstanding Awards remain exercisable or subject to restrictions.


 


(iii)        Whenever
the number of shares of Stock subject to outstanding Awards and the price for each share of Stock subject to outstanding Awards
are required to be adjusted as provided in this Section 8(b), the Committee shall promptly prepare a notice setting forth,
in reasonable detail, the event requiring adjustment, the amount of the adjustment, the method by which such adjustment was calculated,
and the change in price and the number of shares of Stock, other securities, cash, or property purchasable subject to each Award
after giving effect to the adjustments. The Committee shall promptly provide each affected Participant with such notice.


 


(c)          Recapitalization.
If the Company recapitalizes, reclassifies its capital stock, or otherwise changes its capital structure (a “recapitalization”)
without the occurrence of a Change of Control, the number and class of shares of Stock covered by an Award theretofore granted
shall be adjusted so that such Award shall thereafter cover the number and class of shares of Stock and securities to which the
holder would have been entitled pursuant to the terms of the recapitalization if, immediately prior to the recapitalization, the
holder had been the holder of record of the number of shares of Stock then covered by such Award and the share limitations provided
in Sections 4 and 5 shall be adjusted in a manner consistent with the recapitalization.


 


(d)          Additional
Issuances. Except as expressly provided herein, the issuance by the Company of shares of stock of any class or securities convertible
into shares of stock of any class, for cash, property, labor or services, upon direct sale, upon the exercise of rights or warrants
to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities,
and in any case whether or not for fair value, shall not affect, and no adjustment by reason thereof shall be made with respect
to, the number of shares of Stock subject to Awards theretofore granted or the purchase price per share of Stock, if applicable.


 




    	 	18	 



     


    

 


(e)          Change
of Control and Other Events. Except to the extent otherwise provided in any applicable Award Agreement, vesting of any Award
shall not occur solely upon the occurrence of a Change of Control and, in the event of a Change of Control or other changes in
the outstanding Stock by reason of a recapitalization, reorganization, merger, consolidation, combination, exchange or other relevant
change in capitalization occurring after the date of the grant of any Award and not otherwise provided for by this Section 8,
the Committee, acting in its sole discretion without the consent or approval of any holder, may effect one or more of the following
alternatives, which may vary among individual holders and which may vary among Options, SARs or other Awards held by any individual
holder: (i) remove any applicable forfeiture restrictions on any Award; (ii) accelerate the time of exercisability of an Award
so that such Award may be exercised in full or in part for a limited period of time on or before a date specified by the Committee,
after which specified date all unexercised Awards and all rights of holders thereunder shall terminate; (iii) provide for a cash
payment with respect to outstanding Awards by requiring the mandatory surrender to the Company by selected holders of some or all
of the outstanding Awards held by such holders (irrespective of whether such Awards are then vested or exercisable pursuant to
the Plan) as of a date, specified by the Committee, in which event the Committee shall thereupon cancel such Awards (with respect
to all shares subject to such Awards) and pay to each holder an amount of cash (or other consideration including securities or
other property) per Award (other than a Dividend Equivalent or Cash Award) equal to the Change of Control Price, less the Exercise
Price with respect to an Option and less the grant price with respect to a SAR, as applicable to such Awards; provided,
however, that to the extent the Exercise Price of an Option or the grant price of an SAR exceeds the Change of Control Price,
such Award may be canceled for no consideration; or (iv) make such adjustments to Awards then outstanding as the Committee deems
appropriate to reflect such Change of Control or other such event (including, but not limited to, (x) the substitution, assumption,
or continuation of Awards by the successor company or a parent or subsidiary thereof for new awards, and (y) the adjustment as
to the number and price of shares of Stock or other consideration subject to such Awards); provided, however, that
the Committee may determine in its sole discretion that no adjustment is necessary to Awards then outstanding.


 


9.          General
Provisions.


 


(a)          Restricted
Securities. Prior to a Qualifying Public Offering, the Stock to be issued under this Plan, which may be issued in reliance on the
exemption from registration set forth in Rule 701, shall be deemed to be “restricted securities” as defined in Rule
144, promulgated by the Securities and Exchange Commission under the Securities Act as from time to time in effect and applicable
to the Plan and Participants. Resales of such Stock by the holder thereof shall be in compliance with the Securities Act or an
exemption therefrom. Such Stock may bear a legend if determined necessary by the Committee in substantially the following form:


 


“THE SHARES
OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
LAWS. THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, TRANSFERRED, OR OTHERWISE DISPOSED OF UNTIL THE HOLDER HEREOF PROVIDES
EVIDENCE SATISFACTORY TO ENERGY XXI GULF COAST, INC. (WHICH, IN THE DISCRETION OF ENERGY XXI GULF COAST, INC., MAY INCLUDE AN OPINION
OF COUNSEL SATISFACTORY TO ENERGY XXI GULF COAST, INC.) THAT SUCH OFFER, SALE, PLEDGE, TRANSFER, OR OTHER DISPOSITION WILL NOT
VIOLATE APPLICABLE FEDERAL OR STATE LAWS.”


 




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(b)          Right
of First Refusal. If any Participant (“Transferor”), regardless of whether such Participant is the
original holder of the Award contemplated in this Section 9(b), proposes to sell, transfer, assign, hypothecate, make gifts
of or in any manner dispose of, encumber, or alienate (each individually constituting a “Transfer”) to
a transferee, any Stock, obtained in connection with any Award held by such Transferor, either pursuant to a bona fide offer (“Offer”)
from a potential transferee (“Offeror”) or by effecting a gift of the Stock (“Gift”)
to a donee (“Donee”) without consideration, then the Transferor must comply with the provisions of this
Section 9(b), including, without limitation, acknowledging and allowing the applicable time periods to lapse with respect
to the rights of the Company as provided herein, before accepting any such Offer or otherwise affecting the Transfer of any Stock
pursuant to such Offer, or affecting any such Gift.


 


(i)          Statement
of Offer. Before accepting any Offer or affecting any Gift, the Transferor shall obtain from the Offeror or Donee, as the case
may be, a statement (“Statement”) in writing addressed to the Transferor and signed by the Offeror or
Donee, setting forth: (A) the date of the Statement (the “Statement Date”); (B) the number of shares
of Stock covered by the Offer or Gift and, in the case of an Offer, the price per share to be paid by the Offeror and the terms
of payment of such price; (C) the Offeror’s or Donee’s willingness to be bound by the terms of this Section 9(b)
and execute and deliver to the Company such documentation as required under this Section 9(b); (D) the Offeror’s or
Donee’s name, address and telephone number; and (E) the Offeror’s or Donee’s willingness to supply any additional
information about himself or herself as may be reasonably requested by the Company. Promptly upon receipt of a Statement, and before
accepting the Offer or affecting the Gift to which the Statement relates, the Transferor shall deliver to the Company (1) a copy
of the Statement, and (2) in the case of an Offer, evidence reasonably satisfactory to the Company as to the Offeror’s financial
ability to consummate the proposed purchase.


 




    	 	20	 



     


    

 


(ii)         Company
Rights. Subject to the provisions of Section 9(b)(i), upon receipt of a copy of the Statement, the Company shall have
the exclusive right and option (the “Right”), but not the obligation, to purchase all of the shares of
Stock that the Offeror proposes to purchase from the Transferor or, in the case of a Gift, that the Transferor proposes to give
to the Donee (collectively, “Subject Securities”) (A) in the case of an Offer, for the per share price
and on the terms as set forth in the Statement; provided, however, that if the purchase price is payable in whole
or in part in property (which term shall include the securities of any issuer other than the Company) other than cash, the Company
may pay, in lieu of such property, a sum of cash equal to the fair market value of such property as determined by the Transferor
and the Company in good faith or, if the Transferor and the Company do not agree on the fair market value of such property within
five days after the Company delivers written notice (as described below) of its intention to exercise the Right, then the Transferor
and the Company shall select one independent appraiser (with each of the Transferor and the Company jointly bearing one-half of
the expense of the appraiser) to determine the fair market value of that property and the appraised fair market value of that property
as determined by such appraiser shall be deemed the fair market value of that property for purposes of this Section 9(b)(ii),
or (B) in the case of a Gift, the Fair Market Value of the Subject Securities, as determined in good faith by the Company; provided
that the Transferor may elect to retain the Subject Securities rather than sell the Subject Securities at the Fair Market Value
as determined by the Company by giving written notice thereof to the Company within five days after such determination by the Company
is received in writing by the Transferor. The Company shall exercise the Right by giving written notice thereof to the Transferor.
Upon exercising the Right, the Company shall have the obligation, to the extent it lawfully may do so, to purchase the Subject
Securities within 30 days after the date of the Company’s receipt of its copy of the Statement on and subject to the terms
and conditions hereof. If the terms of the purchase include the Transferor’s release of any pledge or encumbrance on the
Subject Securities and the Transferor shall have failed to obtain the release of the pledge or encumbrance by the purchase date,
at the Company’s option the purchase shall occur on the scheduled date with the purchase price reduced to the extent of all
unpaid indebtedness for which the Subject Securities are then pledged or encumbered. Failure by the Company to exercise the Right,
or failure by the Company to otherwise perform its obligations under this Section 9(b)(ii), within the 30 day period herein
prescribed shall be deemed an election by the Company not to exercise the Right. If the Company exercises the Right and is unable
for any reason to perform its obligations thereunder in accordance with this Section 9(b), the Company may assign all or
a portion of its rights under the Right to any one or more of the Company’s stockholders (other than the Transferor) (“Assignee
Stockholder”), as the Board shall determine, in its sole and absolute discretion.


 


(iii)        Purchase
of Less Than All Shares. Anything in Section 9(b) to the contrary notwithstanding, the Company and any Assignee Stockholder
individually may, pursuant to the exercise of the Right, purchase fewer than all of the Subject Securities provided that such Persons
in the aggregate purchase all, and not less than all, of the Subject Securities, and it shall be a condition precedent to the obligation
of any of such Persons to purchase any Subject Securities, that all, and not less than all, of the Subject Securities have been
elected to be purchased pursuant to the exercise of the Right.


 


(iv)         Failure
to Exercise Right or Consummate Transaction. If the Company elects not to exercise the Right, or if the Right is exercised
and the obligations to be performed thereunder by the Company are not performed in accordance with this Section 9(b), or
if the Company’s rights are assigned to an Assignee Stockholder and such Assignee Stockholder fails to perform his or her
obligations under the assigned Right in accordance with this Section 9(b), then, subject to the application of any applicable
state or federal securities laws, the Transferor may dispose of all of the Subject Securities within 90 days after the date of
the Statement at the per share price and on the terms, if any, as set forth in the Statement free and clear of the terms of this
Section 9(b); provided, however, that (A) any subsequent transfer by the Offeror or Donee, as applicable,
shall once again be subject to this Section 9(b) and (B) if the sale or gift of the Subject Securities is not consummated
within such 90-day period, then the Transfer of any such Stock shall once again be subject to the terms of this Section 9(b).


 




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(v)          Legend.
To assure the enforceability of the Company’s rights under this Section 9(b), until the date of a Qualifying Public
Offering, each certificate or instrument representing Stock or an Award held by him, her, or it may, in the Committee’s discretion,
bear a conspicuous legend in substantially the following form:


 


“THE SHARES [REPRESENTED
BY THIS CERTIFICATE] [ISSUABLE PURSUANT TO THIS AGREEMENT] ARE SUBJECT TO A RIGHT OF FIRST REFUSAL IN FAVOR OF ENERGY XXI GULF
COAST, INC. IN THE CASE OF A TRANSFER AS PROVIDED UNDER THE ENERGY XXI GULF COAST, INC. 2016 LONG TERM INCENTIVE PLAN AND/OR AN
AWARD AGREEMENT ENTERED INTO PURSUANT THERETO. COPIES OF SUCH PLAN AND AWARD AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO ENERGY
XXI GULF COAST, INC. AT ITS PRINCIPAL EXECUTIVE OFFICES.”


 


(vi)         Expiration.
The rights and obligations pursuant to this Section 9(b) hereof will terminate upon the date of a Qualifying Public Offering.


 


(c)          Purchase
Option.


 


(i)          Except
as otherwise expressly provided in any particular Award, (A) if a Participant ceases to be employed by or perform services for
the Company or its Subsidiaries for any reason at any time or (B) upon the occurrence of a Change in Control, the Company (and/or
its designee(s)) shall have the option (the “Purchase Option”) to purchase, and the Participant (or the
Participant’s executor or the administrator of the Participant’s estate in the event of the Participant’s death,
or the transferee of the Stock or Award in the case of any disposition, or the Participant’s legal representative in the
event of the Participant’s incapacity) (hereinafter, collectively with such Participant, the “Grantor”) shall
sell to the Company and/or its designee(s), all or any portion (at the Company’s option) of the shares of Stock issued pursuant
to this Plan and held by the Grantor (such shares of Stock herein referred to as the “Purchasable Shares”).


 


(ii)         The
Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within (a) one year following, as applicable,
the date of the termination of the Participant’s employment or service relationship or the date of the Change in Control
or (b) with respect to an Option exercised following a Participant’s termination of employment or service relationship, one
year following the date of such exercise. Such notice shall state the number of Purchasable Shares to be purchased and the determination
of the Board of the Fair Market Value per share of such Purchasable Shares, or the Change in Control Price, if applicable. If no
notice is given within the time limit specified above, the Purchase Option shall terminate.


 




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(iii)        The
purchase price to be paid for the Purchasable Shares purchased pursuant to the Purchase Option shall be, the Fair Market Value
per share, or the Change in Control Price if applicable, as of the date of the notice of exercise of the Purchase Option times
the number of shares being purchased. The purchase price shall be paid in cash. The closing of such purchase shall take place at
the Company’s principal executive offices within ten (10) days after the purchase price has been determined. At such closing,
the Grantor shall deliver to the purchasers the certificates or instruments evidencing the Purchasable Shares being purchased free
and clear of all liens and encumbrances (if any), duly endorsed (or accompanied by duly executed stock powers) and otherwise in
good form for delivery, against payment of the purchase price by check of the purchasers. In the event that, notwithstanding the
foregoing, the Grantor shall have failed to obtain the release of any pledge or other encumbrance on any Purchasable Shares by
the scheduled closing date, at the option of the purchasers, the closing shall nevertheless occur on such scheduled closing date,
with the cash purchase price being reduced to the extent of all unpaid indebtedness for which such Purchasable Shares are then
pledged or encumbered.


 


(iv)         To
assure the enforceability of the Company’s rights under this Section 9(c), until the date of a Qualifying Public Offering,
each certificate or instrument representing Stock or an Award held by him, her, or it may, in the Committee’s discretion,
bear a conspicuous legend in substantially the following form:


 


“THE SHARES [REPRESENTED
BY THIS CERTIFICATE] [ISSUABLE PURSUANT TO THIS AGREEMENT] ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS
OF THE ENERGY XXI GULF COAST, INC. 2016 LONG TERM INCENTIVE PLAN AND/OR AN AWARD AGREEMENT ENTERED INTO PURSUANT THERETO. COPIES
OF SUCH PLAN AND AWARD AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO ENERGY XXI GULF COAST, INC. AT ITS PRINCIPAL EXECUTIVE OFFICES.”


 


(d)          The
Company’s rights under this Section 9(c) shall terminate upon the date of a Qualifying Public Offering.


 


(e)          Tax
Withholding. The Company and any of its Affiliates are authorized to withhold from any Award granted, or any payment relating
to an Award under the Plan, including from a distribution of Stock, amounts of withholding and other taxes due or potentially payable
in connection with any transaction involving an Award, and to take such other action as the Committee may deem advisable to enable
the Company, its Affiliates and Participants to satisfy obligations for the payment of withholding taxes and other tax obligations
relating to any Award. The Committee shall determine, in its sole discretion, the form of payment acceptable for such tax withholding
obligations, including, without limitation, the delivery of cash or cash equivalents, Stock (including previously owned shares,
net settlement, a broker-assisted sale, or other cashless withholding or reduction of the amount of shares otherwise issuable or
delivered pursuant to the Award), other property, or any other legal consideration the Committee deems appropriate. Any determination
made by the Committee to allow a Participant who is subject to Rule 16b-3 to pay taxes with shares of Stock through net settlement
or previously owned shares shall be approved by either a committee made up of solely two or more Qualified Members or the full
Board. If such tax obligations are satisfied through net settlement or previously owned shares, the maximum number of shares of
Stock that may be so withheld (or surrendered) shall be the number of shares of Stock that have an aggregate Fair Market Value
on the date of withholding or repurchase equal to the aggregate amount of such tax liabilities determined based on the greatest
withholding rates for federal, state, foreign and/or local tax purposes, including payroll taxes, that may be utilized without
creating adverse accounting treatment with respect to such Award, as determined by the Committee.


 




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(f)          Limitation
on Rights Conferred under Plan. Neither the Plan nor any action taken hereunder shall be construed as (i) giving any Eligible
Person or Participant the right to continue as an Eligible Person or Participant or in the employ or service of the Company or
any of its Affiliates, (ii) interfering in any way with the right of the Company or any of its Affiliates to terminate any Eligible
Person’s or Participant’s employment or service relationship at any time, (iii) giving an Eligible Person or Participant
any claim to be granted any Award under the Plan or to be treated uniformly with other Participants and/or employees and/or other
service providers, or (iv) conferring on a Participant any of the rights of a shareholder of the Company unless and until
the Participant is duly issued or transferred shares of Stock in accordance with the terms of an Award.


 


(g)          Governing
Law; Submission to Jurisdiction. All questions arising with respect to the provisions of the Plan and Awards shall be determined
by application of the laws of the State of Delaware, without giving effect to any conflict of law provisions thereof, except to
the extent Delaware law is preempted by federal law. The obligation of the Company to sell and deliver Stock hereunder is subject
to applicable federal and state laws and to the approval of any governmental authority required in connection with the authorization,
issuance, sale, or delivery of such Stock.  With respect to any claim or dispute related to or arising under the Plan,
the Company and each Participant who accepts an Award hereby consent to the exclusive jurisdiction, forum and venue of the state
and federal courts located in Houston, Texas.


 


(h)          Severability
and Reformation. If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable
in any jurisdiction or as to any person or Award, or would disqualify the Plan or any Award under any law deemed applicable by
the Committee, such provision shall be construed or deemed amended to conform to the applicable law or, if it cannot be construed
or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such
provision shall be stricken as to such jurisdiction, person or Award and the remainder of the Plan and any such Award shall remain
in full force and effect. To the fullest extent possible, the grant of any Awards to, or other transaction by, a Participant who
is subject to section 16 of the Exchange Act shall be exempt from such section pursuant to an applicable exemption (except for
transactions acknowledged in writing to be non-exempt by such Participant). If any of the terms or provisions of the Plan or any
Award Agreement conflict with the requirements of Rule 16b-3 (as those terms or provisions are applied to Eligible Persons who
are subject to section 16 of the Exchange Act), section 162(m) of the Code (with respect to any Section 162(m) Award) or section
422 of the Code (with respect to ISOs), then those conflicting terms or provisions shall be deemed inoperative to the extent they
so conflict with the requirements of Rule 16b-3 or section 162(m) of the Code (unless the Board or the Committee, as appropriate,
has expressly determined that the Plan or such Award should not comply with Rule 16b-3 or section 162(m) of the Code) or section
422 of the Code. With respect to ISOs, if the Plan does not contain any provision required to be included herein under section
422 of the Code, that provision shall be deemed to be incorporated herein with the same force and effect as if that provision had
been set out at length herein; provided, further, that, to the extent any Option that is intended to qualify as an ISO cannot
so qualify, that Option (to that extent) shall be deemed a Nonstatutory Option for all purposes of the Plan.


 




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(i)          Unfunded
Status of Awards; No Trust or Fund Created. The Plan is intended to constitute an “unfunded” plan for certain incentive
awards. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary
relationship between the Company or any Affiliate and a Participant or any other person. To the extent that any person acquires
a right to receive payments from the Company or any Affiliate pursuant to an Award, such right shall be no greater than the right
of any general unsecured creditor of the Company or such Affiliate.


 


(j)          Nonexclusivity
of the Plan. Neither the adoption of the Plan by the Board nor its submission to the shareholders of the Company for approval
shall be construed as creating any limitations on the power of the Board or a committee thereof to adopt such other incentive arrangements
as it may deem desirable, including incentive arrangements and awards which do not constitute “performance-based compensation”
under section 162(m) of the Code. Nothing contained in the Plan shall be construed to prevent the Company or any of its Affiliates
from taking any corporate action which is deemed by the Company or such Affiliate to be appropriate or in its best interest, whether
or not such action would have an adverse effect on the Plan or any Award made under the Plan. No employee, beneficiary or other
person shall have any claim against the Company or any of its Affiliates as a result of any such action.


 


(k)          Fractional
Shares. No fractional shares of Stock shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall
determine in its sole discretion whether cash, other securities, or other property shall be paid or transferred in lieu of any
fractional shares of Stock or whether such fractional shares of Stock or any rights thereto shall be canceled, terminated, or otherwise
eliminated with or without consideration.


 


(l)          Interpretation.
Headings are given to the Sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings shall
not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof. Words
in the masculine gender shall include the feminine gender, the plural shall include the singular and the singular shall include
the plural. In the event of any conflict between the terms and conditions of an Award Agreement and the Plan, the provisions of
the Plan shall control.


 


(m)          Facility
of Payment. Any amounts payable hereunder to any individual under legal disability or who, in the judgment of the Committee,
is unable to manage properly his financial affairs, may be paid to the legal representative of such individual, or may be applied
for the benefit of such individual in any manner that the Committee may select, and the Company shall be relieved of any further
liability for payment of such amounts.


 




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(n)          Conditions
to Delivery of Stock. Nothing herein or in any Award Agreement shall require the Company to issue any shares with respect to
any Award if that issuance would, in the opinion of counsel for the Company, constitute a violation of the Securities Act or any
similar or superseding statute or statutes, any other applicable statute or regulation, or the rules of any applicable securities
exchange or securities association, as then in effect. In addition, each Participant who receives an Award under the Plan shall
not sell or otherwise dispose of Stock that is acquired upon grant or vesting of an Award in any manner that would constitute a
violation of any applicable federal or state securities laws, the Plan or the rules, regulations or other requirements of the Securities
and Exchange Commission or any stock exchange upon which the Stock is then listed. At the time of any exercise of an Option or
Stock Appreciation Right, or at the time of any grant of any other Award the Company may, as a condition precedent to the exercise
of such Option or Stock Appreciation Right or settlement of any other Award, require from the Participant (or in the event of his
or her death, his or her legal representatives, heirs, legatees, or distributees) such written representations, if any, concerning
the holder’s intentions with regard to the retention or disposition of the shares of Stock being acquired pursuant to the
Award and such written covenants and agreements, if any, as to the manner of disposal of such shares as, in the opinion of counsel
to the Company, may be necessary to ensure that any disposition by that holder (or in the event of the holder’s death, his
or her legal representatives, heirs, legatees, or distributees) will not involve a violation of the Securities Act or any similar
or superseding statute or statutes, any other applicable state or federal statute or regulation, or any rule of any applicable
securities exchange or securities association, as then in effect. Stock or other securities shall not be delivered pursuant to
any Award until payment in full of any amount required to be paid pursuant to the Plan or the applicable Award Agreement (including,
without limitation, any Exercise Price, grant price, or tax withholding) is received by the Company.


 


(o)          Section
409A of the Code. It is the general intention, but not the obligation, of the Committee to design Awards to comply with or
to be exempt from the Nonqualified Deferred Compensation Rules, and Awards will be operated and construed accordingly. Neither
this Section 9(o) nor any other provision of the Plan is or contains a representation to any Participant regarding the tax
consequences of the grant, vesting, exercise, settlement, or sale of any Award (or the Stock underlying such Award) granted hereunder,
and should not be interpreted as such. In no event shall the Company be liable for all or any portion of any taxes, penalties,
interest or other expenses that may be incurred by the Participant on account of non-compliance with the Nonqualified Deferred
Compensation Rules. Notwithstanding any provision in the Plan or an Award Agreement to the contrary, in the event that a “specified
employee” (as defined under the Nonqualified Deferred Compensation Rules) becomes entitled to a payment under an Award that
would be subject to additional taxes and interest under the Nonqualified Deferred Compensation Rules if the Participant’s
receipt of such payment or benefits is not delayed until the earlier of (i) the date of the Participant’s death, or (ii)
the date that is six months after the Participant’s “separation from service,” as defined under the Nonqualified
Deferred Compensation Rules (such date, the “Section 409A Payment Date”), then such payment or benefit
shall not be provided to the Participant until the Section 409A Payment Date. Any amounts subject to the preceding sentence that
would otherwise be payable prior to the Section 409A Payment Date will be aggregated and paid in a lump sum without interest on
the Section 409A Payment Date. The applicable provisions of the Nonqualified Deferred Compensation Rules are hereby incorporated
by reference and shall control over any Plan or Award Agreement provision in conflict therewith.


 




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(p)          Clawback.
The Plan is subject to any written clawback policies that the Company, with the approval of the Board or an authorized committee
thereof, may adopt either prior to or following the Effective Date, including any policy adopted to conform to the Dodd-Frank Wall
Street Reform and Consumer Protection Act of 2010 and rules promulgated thereunder by the Securities and Exchange Commission and
that the Company determines should apply to Awards under the Plan. Any such policy may subject a Participant’s Awards and
amounts paid or realized with respect to Awards under the Plan to reduction, cancelation, forfeiture or recoupment if certain specified
events or wrongful conduct occur, including but not limited to an accounting restatement due to the Company’s material noncompliance
with financial reporting regulations or other events or wrongful conduct specified in any such clawback policy.


 


(q)          Plan
Effective Date and Term. The Plan was adopted by the Board to be effective on the Effective Date. No Awards may be granted
under the Plan on and after the tenth anniversary of the Effective Date, which is December 30, 2026. However, any Award granted
prior to such termination, and the authority of the Board or Committee to amend, alter, adjust, suspend, discontinue, or terminate
any such Award or to waive any conditions or rights under such Award in accordance with the terms of the Plan, shall extend beyond
such termination date until the final disposition of such Award.


 


10.         Amendments
to the Plan and Awards. The Committee may amend, alter, suspend, discontinue or terminate the Plan or the Committee’s
authority to grant Awards under the Plan without the consent of shareholders or Participants, except that any amendment or alteration
to the Plan, including any increase in any share limitation, shall be subject to the approval of the Company’s shareholders
not later than the annual meeting next following such Committee action if such shareholder approval is required by any federal
or state law or regulation or the rules of any stock exchange or automated quotation system on which the Stock may then be listed
or quoted, and the Committee may otherwise, in its discretion, determine to submit other such changes to the Plan to shareholders
for approval; provided, that, without the consent of an affected Participant, no such Committee action may materially and
adversely affect the rights of such Participant under any previously granted and outstanding Award. The Committee may waive any
conditions or rights under, or amend, alter, suspend, discontinue or terminate any Award theretofore granted and any Award Agreement
relating thereto, except as otherwise provided in the Plan; provided, however, that, without the consent of an affected
Participant, no such Committee action may materially and adversely affect the rights of such Participant under such Award. For
purposes of clarity, any adjustments made to Awards pursuant to Section 8 will be deemed not to materially and adversely
affect the rights of any Participant under any previously granted and outstanding Award and therefore may be made without the consent
of affected Participants.


 




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