ACORN
ENERGY, INC.


AMENDED
AND RESTATED 2006 STOCK INCENTIVE PLAN


(as
in effect on February 5, 2019)


 


ARTICLE
1. ESTABLISHMENT, PURPOSE, AND DURATION


 


1.1
ESTABLISHMENT. Acorn Energy, Inc., a Delaware corporation (the “Company”), establishes an incentive compensation plan
to be known as the Amended and Restated 2006 Stock Incentive Plan (the “Plan”), as set forth in this document.


 


The
Plan permits the grant of Cash-Based Awards, Nonqualified Options, Incentive Options, Share Appreciation Rights (SARs), Restricted
Shares, Restricted Share Units, Performance Shares, Performance Units, and Other Share-Based Awards.


 


1.2
PURPOSE OF THE PLAN. The purpose of the Plan is to provide a means whereby Employees, Directors, and Third Party Service Providers
of the Company develop a sense of proprietorship and personal involvement in the development and financial success of the Company,
and to encourage them to devote their best efforts to the business of the Company, thereby advancing the interests of the Company
and its shareholders. A further purpose of the Plan is to provide a means through which the Company may attract able individuals
to become Employees or serve as Directors, or Third Party Service Providers of the Company and to provide a means whereby those
individuals upon whom the responsibilities of the successful administration and management of the Company are of importance, can
acquire and maintain stock ownership, thereby strengthening their concern for the welfare of the Company.


 


1.
3 DURATION OF THE PLAN. Unless sooner terminated as provided herein, the Plan shall terminate on December 31, 2024. After the
Plan is terminated, no Awards may be granted but Awards previously granted shall remain outstanding in accordance with their applicable
terms and conditions and the Plan’s terms and conditions.


 


ARTICLE
2. DEFINITIONS


 


Whenever
used in the Plan, the following terms shall have the meanings set forth below, and when the meaning is intended, the initial letter
of the word shall be capitalized.


 


2.1
“AFFILIATE” shall have the meaning ascribed to such term in Rule 12b-2 of the General Rules and Regulations of the
Exchange Act.


 


2.2
“ANNUAL AWARD LIMIT” OR “ANNUAL AWARD LIMITS” have the meaning set forth in Section 4.3.


 


2.3
“AWARD” means, individually or collectively, a grant under this Plan of Cash-Based Awards, Nonqualified Options, Incentive
Options, SARs, Restricted Shares, Restricted Share Units, Performance Shares, Performance Units, or Other Share-Based Awards,
in each case subject to the terms of this Plan.


 


2.4
“AWARD AGREEMENT” means either (i) a written agreement entered into by the Company and a Participant setting forth
the terms and provisions applicable to an Award granted under this Plan, or (ii) a written statement issued by the Company to
a Participant describing the terms and provisions of such Award.


 




    	 	 	 



    	 



    

 


2.5
“BENEFICIAL OWNER” or “BENEFICIAL OWNERSHIP” shall have the meaning ascribed to such term in Rule 13d-3
of the General Rules and Regulations under the Exchange Act.


 


2.6
“BOARD” or “BOARD OF DIRECTORS” means the Board of Directors of the Company.


 


2.7
“CASH-BASED AWARD” means an Award granted to a Participant as described in Article 10.


 


2.8
“CODE” means the U.S. Internal Revenue Code of 1986, as amended from time to time.


 


2.9
“COMMITTEE” means the committee designated by the Board to administer this Plan, if such committee has been designated.
In the absence of a designated committee the Board shall serve the committee function, and all references to Committee shall refer
to the Board acting in such capacity. If established, the committee shall consist of members appointed from time to time by, and
serving at the discretion of, the Board and, unless otherwise determined by the Board, the committee shall consist of no fewer
than two directors, each of whom is (i) a “Non-Employee Director” within the meaning of Rule 16b-3 (or any successor
rule) of the Exchange Act, and (ii) an “outside director” within the meaning of Section 162(m) of the Code.


 


2.10
“COMPANY” means Acorn Energy, Inc., a Delaware corporation, and any successor thereto as provided in Article 20 herein.


 


2.11
“COVERED EMPLOYEE” means a Participant who is a “covered employee,” as defined in Code Section 162(m)
and the Treasury Regulations promulgated under Code Section 162(m), or any successor statute.


 


2.12
“DIRECTOR” means any individual who is a member of the Board of Directors of the Company.


 


2.13
[removed and reserved]


 


2.14
“EMPLOYEE” means any officer or employee of the Company, its Affiliates, and/or its Subsidiaries.


 


2.15
“EXCHANGE ACT” means the Securities Exchange Act of 1934, as amended from time to time, or any successor act thereto.


 


2.16
“FAIR MARKET VALUE” or “FMV” means a price that is equal to the opening, closing, actual, high, low, or
average selling prices of a Share reported on the NASDAQ Stock Market or other established stock exchange (or exchanges) on the
applicable date or the preceding trading day, as determined by the Committee in its discretion. Unless the Committee determines
otherwise, if the Shares are traded over-the-counter at the time a determination of its Fair Market Value is required to be made
hereunder, its Fair Market Value shall be deemed to be equal to the last reported sale price or the average between the reported
high and low or closing bid and asked prices of a Share on the most recent date on which Shares were publicly traded on the NASD
OTC Bulletin Board, as determined by the Committee in its discretion. In the event Shares are not publicly traded at the time
a determination of their Fair Market Value is required to be made hereunder, the determination of their Fair Market Value shall
be made by the Committee in such manner as it deems appropriate.


 


Such
definition(s) of FMV shall be specified in each Award Agreement and may differ depending on whether FMV is in reference to the
grant, exercise, vesting, settlement, or payout of an Award.


 




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2.17
“FULL VALUE AWARD” means an Award other than in the form of an ISO, NQSO, or SAR, and which is settled by the issuance
of Shares.


 


2.18
“FREESTANDING SAR” means an SAR that is granted independently of any Options, as described in Article 7.


 


2.19
“GRANT PRICE” means the price established at the time of grant of an SAR pursuant to Article 7, used to determine
whether there is any payment due upon exercise of the SAR.


 


2.20
“INCENTIVE OPTION” or “ISO” means an Option to purchase Shares granted under Article 6 to an Employee
and that is designated as an Incentive Option and that is intended to meet the requirements of Code Section 422, or any successor
provision.


 


2.21
“INSIDER” shall mean an individual who is, on the relevant date, an officer or Director of the Company, or a more
than ten percent (10%) Beneficial Owner of any class of the Company’s equity securities that is registered pursuant to Section
12 of the Exchange Act, as determined by the Board in accordance with Section 16 of the Exchange Act.


 


2.21.1
“NET EXERCISE” shall mean a method for settling Options whereby upon exercise of an Option (or portion thereof) the
Participant makes no payment and receives Shares with an aggregate FMV equal to the difference between the aggregate FMV of the
Shares issuable upon exercise of the Option (or portion thereof) if exercised for cash and the aggregate exercise price of the
Option (or portion thereof).


 


2.22
“NONEMPLOYEE DIRECTOR” means a Director who is not an Employee.


 


2.23
“NONEMPLOYEE DIRECTOR AWARD” means any NQSO, SAR, or Full Value Award granted, whether singly, in combination, or
in tandem, to a Participant who is a Nonemployee Director pursuant to such applicable terms, conditions, and limitations as the
Board or Committee may establish in accordance with this Plan.


 


2.24
“NONQUALIFIED OPTION” or “NQSO” means an Option that is not intended to meet the requirements of Code
Section 422, or that otherwise does not meet such requirements.


 


2.25
“OPTION” means an Incentive Option or a Nonqualified Option, as described in Article 6.


 


2.26
“OPTION PRICE” means the price at which a Share may be purchased by a Participant pursuant to an Option.


 


2.27
“OTHER SHARE-BASED AWARD” means an equity-based or equity-related Award not otherwise described by the terms of this
Plan, granted pursuant to Article 10.


 


2.28
“PARTICIPANT” means any eligible individual as set forth in Article 5 to whom an Award is granted.


 


2.29
“PERFORMANCE-BASED COMPENSATION” means compensation under an Award that satisfies the requirements of Section 162(m)
of the Code and the applicable Treasury Regulations thereunder for certain performance-based compensation paid to Covered Employees.


 


2.30
“PERFORMANCE MEASURES” means (i) those measures described in Section 11.3 hereof on which the performance goals are
based, or (ii) such other measures that have been approved by the Company’s shareholders as contemplated by Article 11 of
this Plan in order to qualify Awards as Performance-Based Compensation.


 




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2.31
“PERFORMANCE PERIOD” means the period of time during which the performance goals must be met in order to determine
the degree of payout and/or vesting with respect to an Award.


 


2.32
“PERFORMANCE SHARE” means an Award granted under Article 9 herein and subject to the terms of this Plan, denominated
in Shares, the value of which at the time it is payable is determined as a function of the extent to which corresponding performance
criteria have been achieved.


 


2.33
“PERFORMANCE UNIT” means an Award granted under Article 9 herein and subject to the terms of this Plan, denominated
in units, the value of which at the time it is payable is determined as a function of the extent to which corresponding performance
criteria have been achieved.


 


2.34
“PERIOD OF RESTRICTION” means the period when Restricted Shares or Restricted Share Units are subject to a substantial
risk of forfeiture (based on the passage of time, the achievement of performance goals, or upon the occurrence of other events
as determined by the Committee, in its discretion), as provided in Article 8.


 


2.35
“PERSON” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections
13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) thereof.


 


2.36
“PLAN” means this 2006 Stock Incentive Plan, as it may hereinafter be amended or restated.


 


2.37
“PLAN YEAR” means the Company’s fiscal year as may be in effect from time to time. The Company’s current
fiscal year is the calendar year.


 


2.38
“RESTRICTED SHARES” means an Award granted to a Participant pursuant to Article 8.


 


2.39
“RESTRICTED SHARE UNIT” means an Award granted to a Participant pursuant to Article 8, except no Shares are actually
awarded to the Participant on the date of grant.


 


2.40
“SHARE” or “SHARES” means the Company’s shares of common stock, par value $.01 per share.


 


2.41
“SHARE APPRECIATION RIGHT” or “SAR” means an Award, designated as a SAR, pursuant to the terms of Article
7 herein.


 


2.42
“SUBSIDIARY” means any corporation, partnership, limited liability company, or other entity, whether domestic or foreign,
in which the Company has or obtains, directly or indirectly, an at least 20% interest or over which the Company exercises significant
influence.


 


2.43
“SHAREHOLDER APPROVAL DATE” means the date of the approval of the Plan by the shareholders of the Company, if so submitted
for approval.


 


2.44
“TANDEM SAR” means an SAR that is granted in connection with a related Option pursuant to Article 7 herein, the exercise
of which shall require forfeiture of the right to purchase a Share under the related Option (and when a Share is purchased under
the Option, the Tandem SAR shall similarly be canceled).


 




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2.45
“THIRD PARTY SERVICE PROVIDER” means any consultant, agent, advisor, or independent contractor who renders services
to the Company, a Subsidiary, or an Affiliate that (a) are not in connection with the offer and sale of the Company’s securities
in a capital raising transaction, and (b) do not directly or indirectly promote or maintain a market for the Company’s securities.


 


2.46
“TREASURY REGULATIONS” means the regulations promulgated under the Code.


 


2.47
“WITHHOLDING TAXES” means any federal, state, local or foreign income taxes, withholding taxes, or employment taxes
required to be withheld by law or regulations.


 


ARTICLE
3. ADMINISTRATION


 


3.1
GENERAL. The Committee shall be responsible for administering the Plan, subject to this Article 3 and the other provisions of
the Plan. The Committee may employ attorneys, consultants, accountants, agents, and other individuals, any of whom may be an Employee,
and the Committee, the Company, and its officers and Directors shall be entitled to rely upon the advice, opinions, or valuations
of any such individuals. All actions taken and all interpretations and determinations made by the Committee shall be final and
binding upon the Participants, the Company, and all other interested individuals.


 


3.2
AUTHORITY OF THE COMMITTEE. The Committee shall have full and exclusive discretionary power to interpret the terms and the intent
of the Plan and any Award Agreement or other agreement or document ancillary to or in connection with the Plan, to determine eligibility
for Awards and to adopt such rules, regulations, forms, instruments, and guidelines for administering the Plan as the Committee
may deem necessary or proper. Such authority shall include, but not be limited to, selecting Award recipients, establishing all
Award terms and conditions, including the terms and conditions set forth in Award Agreements, and, subject to Article 17, adopting
modifications and amendments to the Plan or any Award Agreement, including without limitation, any that are necessary to comply
with the laws of the countries and other jurisdictions in which the Company, its Affiliates, and/or its Subsidiaries operate.


 


3.3
DELEGATION. The Committee may delegate to one or more of its members or to one or more officers of the Company, and/or its Subsidiaries
and Affiliates or to one or more agents or advisors such administrative duties or powers as it may deem advisable, and the Committee
or any individual to whom it has delegated duties or powers as aforesaid may employ one or more individuals to render advice with
respect to any responsibility the Committee or such individual may have under the Plan. The Committee may, by resolution, authorize
one or more officers of the Company to do one or more of the following on the same basis as can the Committee: (a) designate Employees
to be recipients of Awards; (b) designate Third Party Service Providers to be recipients of Awards; and (c) determine the size
of any such Awards; provided, however, (i) the Committee shall not delegate such responsibilities to any such officer for Awards
granted to an Employee that is considered an Insider; (ii) the resolution providing such authorization sets forth the total number
of Awards such officer(s) may grant; and (iii) the officer(s) shall report periodically to the Committee regarding the nature
and scope of the Awards granted pursuant to the authority delegated. Notwithstanding the foregoing, the Committee may not delegate
to any officer the ability to take any action or make any determination regarding issues arising out of Code Section 162(m).


 


ARTICLE
4. SHARES SUBJECT TO THE PLAN AND MAXIMUM AWARDS


 


4.1
NUMBER OF SHARES AVAILABLE FOR AWARDS. Subject to adjustment as provided in Section 4.4 herein, the maximum number of Shares available
for issuance to Participants under the Plan (the “Share Authorization”) shall be 2,665,000 Shares.


 




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4.2
SHARE USAGE. Shares covered by an Award shall only be counted as used to the extent they are actually issued. Any Shares related
to Awards which terminate by expiration, forfeiture, cancellation, or otherwise without the issuance of such Shares, are settled
in cash in lieu of Shares, or are exchanged with the Committee’s permission, prior to the issuance of Shares, for Awards
not involving Shares, shall be available again for grant under the Plan. Subject to the foregoing, the Committee shall have discretion
to employ any method of share counting it deems reasonable. The Shares available for issuance under the Plan may be authorized
and unissued Shares or treasury Shares.


 


4.3
ANNUAL AWARD LIMIT. Unless and until the Committee determines that an Award to a Covered Employee shall not be designed to qualify
as Performance-Based Compensation, the following limits (each an “Annual Award Limit” and, collectively, “Annual
Award Limits”) shall apply to grants of such Awards under the Plan:


 


(a)
OPTIONS: The maximum aggregate number of Shares subject to Options granted in any one Plan Year to any one Participant shall be
200,000 Shares.


 


(b)
SARS: The maximum number of Shares subject to Share Appreciation Rights granted in any one Plan Year to any one Participant shall
be 200,000 Shares.


 


(c)
RESTRICTED SHARES OR RESTRICTED SHARE UNITS: The maximum aggregate grant with respect to Awards of Restricted Shares or Restricted
Share Units in any one Plan Year to any one Participant shall be 200,000.


 


(d)
PERFORMANCE UNITS OR PERFORMANCE SHARES: The maximum aggregate Award of Performance Units or Performance Shares that any one Participant
may receive in any one Plan Year shall be 200,000 Shares (if such Award is payable in Shares), or equal to the value of 200,000
Shares. For this purpose, to the extent an Award is payable in cash or property other than Shares, then such Award shall be treated
as payable in such number of Shares having a value equal to the value of the cash or property (other than Shares) payable under
such Award, determined as of the earlier of the date of vesting or payout.


 


(e)
CASH-BASED AWARDS: The maximum aggregate amount awarded or credited with respect to Cash-Based Awards to any one Participant in
any one Plan Year may not exceed a value of $500,000.


 


(f)
OTHER SHARE-BASED AWARDS. The maximum aggregate grant with respect to Other Share-Based Awards pursuant to Section 10.2 in any
one Plan Year to any one Participant shall be 200,000 Shares.


 


The
above Annual Award Limits are intended to comply with Code Section 162(m) and the Treasury Regulations thereunder, and shall be
applied and/or construed in such a way to ensure compliance with Code Section 162(m) and the Treasury Regulations thereunder.


 


4.4
ADJUSTMENTS IN AUTHORIZED SHARES, ETC. In the event of any corporate event or transaction (including, but not limited to, a change
in the Shares of the Company or the capitalization of the Company) such as a merger, consolidation, reorganization, recapitalization,
separation, stock dividend, stock split, reverse stock split, split up, spin-off, or other distribution of stock or property of
the Company, combination of Shares, exchange of Shares (other than pursuant to a conversion of convertible securities), dividend
in kind, or other like change in capital structure or distribution (other than normal cash dividends) to shareholders of the Company,
or any similar corporate event or transaction, the Committee shall, proportionately and accordingly, in its sole discretion, substitute
and adjust, as applicable, the number and kind of shares for which grants of Options and other Awards may be made under the Plan.
In addition, the number and kind of shares subject to outstanding Awards, the Option Price or Grant Price applicable to outstanding
Awards, the Annual Award Limits, and other value determinations applicable to outstanding Awards shall be adjusted proportionately
and accordingly by the Committee so as to prevent dilution or enlargement of Participants’ rights under the Plan.


 




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The
Committee, in its sole discretion, may also make appropriate adjustments in the terms of any Awards under the Plan to reflect
or related to such changes or distributions and to modify any other terms of outstanding Awards, including modifications of performance
goals and changes in the length of Performance Periods. The determination of the Committee as to the foregoing adjustments, if
any, shall be conclusive and binding on Participants under the Plan.


 


Subject
to the provisions of Article 17, without affecting the number of Shares reserved or available hereunder, the Committee may authorize
the issuance or assumption of benefits under this Plan in connection with any merger, consolidation, spin-off, split-off, split-up,
acquisition of property or stock, or reorganization (collectively, a “Reorganization”) upon such terms and conditions
as it may deem appropriate, subject to compliance with the ISO rules under Section 422 of the Code and the provisions of Section
409A of the Code, where applicable. Without limiting the foregoing, in the event of any Reorganization, the Committee or the Board
may cause any Award outstanding as of the effective date of the Reorganization to be cancelled in consideration of a cash payment
or alternate Award made to the holder of such cancelled Award equal in value to the fair market value of such cancelled Award;
PROVIDED, HOWEVER, that nothing in this Section 4.4 shall permit the repricing, replacing
or regranting of Options or SARs in violation of the provisions of Section 409A of the Code.


 


ARTICLE
5. ELIGIBILITY AND PARTICIPATION


 


5.1
ELIGIBILITY. Individuals eligible to participate in this Plan include all Employees, Directors, and Third Party Service Providers.


 


5.2
ACTUAL PARTICIPATION. Subject to the provisions of the Plan, the Committee may, from time to time, select from all eligible individuals,
those individuals to whom Awards shall be granted and shall determine, in its sole discretion, the nature of, any and all terms
permissible by law, and the amount of each Award.


 


ARTICLE
6. OPTIONS


 


6.1
GRANT OF OPTIONS. Subject to the terms and provisions of the Plan, Options may be granted to Participants in such number, and
upon such terms, and at any time and from time to time as shall be determined by the Committee, in its sole discretion; provided
that ISOs may be granted only to eligible Employees of the Company or of any parent or subsidiary corporation (as permitted by
Section 422 of the Code and the Treasury Regulations thereunder). ISOs may be granted for the purchase of up to an aggregate of
1,600,000 Shares, subject to adjustment as provided in Section 4.4.


 


6.2
AWARD AGREEMENT. Each Option grant shall be evidenced by an Award Agreement that shall specify the Option Price, the maximum duration
of the Option, the number of Shares to which the Option pertains, the conditions upon which an Option shall become vested and
exercisable, and such other provisions as the Committee shall determine which are not inconsistent with the terms of the Plan.
The Award Agreement also shall specify whether the Option is intended to be an ISO or a NQSO.


 


6.3
OPTION PRICE. The Option Price for each grant of an Option under this Plan shall be as determined by the Committee and shall be
specified in the Award Agreement. The Option Price shall be: (i) equal to 100% of the FMV of the Shares on the date of grant or
(ii) set at a premium to the FMV of the Shares on the date of grant.


 




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6.4
DURATION OF OPTIONS. Each Option granted to a Participant shall expire at such time as the Committee shall determine at the time
of grant; provided, however, no Option shall be exercisable later than the tenth anniversary date of its grant. Notwithstanding
the foregoing, for Options (other than ISOs) granted to Participants outside the United States, the Committee has the authority
to grant Options that have a term greater than ten years.


 


6.5
EXERCISE OF OPTIONS. Options granted under this Article 6 shall be exercisable at such times and be subject to such restrictions
and conditions as the Committee shall in each instance approve, which terms and restrictions need not be the same for each grant
or for each Participant.


 


6.6
PAYMENT. Options granted under this Article 6 shall be exercised by the delivery of a notice of exercise to the Company or an
agent designated by the Company in a form specified or accepted by the Committee, or by complying with any alternative procedures
which may be authorized by the Committee, setting forth the number of Shares with respect to which the Option is to be exercised,
accompanied by full payment for the Shares.


 


A
condition of the issuance of the Shares as to which an Option shall be exercised shall be the payment of the Option Price. The
Option Price of any Option shall be payable to the Company in full either: (a) in cash or its equivalent, (b) by tendering (either
by actual delivery or attestation) previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal
to the Option Price (provided that except as otherwise determined by the Committee, the Shares that are tendered must have been
held by the Participant for at least six months prior to their tender to satisfy the Option Price or have been purchased on the
open market); (c) by a combination of (a) and (b); or (d) any other method approved or accepted by the Committee in its sole discretion,
including, without limitation, if the Committee so determines, a cashless (broker-assisted) exercise or Net Exercise.


 


Subject
to any governing rules or regulations, as soon as practicable after receipt of written notification of exercise and full payment
(including satisfaction of any applicable tax withholding), the Company shall deliver to the Participant evidence of the purchased
Shares, including upon the Participant’s request, Share certificates in an appropriate amount based upon the number of Shares
purchased under the Option(s).


 


Unless
otherwise determined by the Committee, all payments under all of the methods indicated above shall be paid in United States dollars.


 


Notwithstanding
anything to the contrary set forth herein, in the event that a Participant has not fully exercised an Option at the end of the
term of such Option and the exercise price of the Option is less than the Fair Market Value of the Shares, the entire outstanding
Option shall automatically be deemed exercised and settled on the expiration date by Net Exercise with no further action by the
Participant.


 


6.7
RESTRICTIONS ON SHARE TRANSFERABILITY. The Committee may impose such restrictions on any Shares acquired pursuant to the exercise
of an Option granted under this Article 6 as it may deem advisable, including, without limitation, minimum holding period requirements,
restrictions under applicable federal securities laws, under the requirements of any stock exchange or market upon which such
Shares are then listed and/or traded, or under any blue sky or State securities laws applicable to such Shares.


 




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6.8
TERMINATION OF EMPLOYMENT. Each Participant’s Award Agreement shall set forth the extent to which the Participant shall
have the right to exercise the Option following termination of the Participant’s employment or provision of services to
the Company, its Affiliates, and/or its Subsidiaries, as the case may be. Such provisions shall be determined in the sole discretion
of the Committee, shall be included in the Award Agreement entered into with each Participant, need not be uniform among all Options
issued pursuant to this Article 6, and may reflect distinctions based on the reasons for termination.


 


6.9
TRANSFERABILITY OF OPTIONS.


 


(a)
INCENTIVE OPTIONS. No ISO granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated,
other than by will or by the laws of descent and distribution. Further, all ISOs granted to a Participant under this Article 6
shall be exercisable during the lifetime of the Participant only by such Participant.


 


(b)
NONQUALIFIED OPTIONS. Except as otherwise provided in a Participant’s Award Agreement or otherwise determined at any time
by the Committee, no NQSO granted under this Article 6 may be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated, other than by will or by the laws of descent and distribution; provided that the Board or Committee may permit further
transferability, on a general or a specific basis, and may impose conditions and limitations on any permitted transferability.
Further, except as otherwise provided in a Participant’s Award Agreement or otherwise determined at any time by the Committee,
or unless the Board or Committee decides to permit further transferability, all NQSOs granted to a Participant under this Article
6 shall be exercisable during the lifetime of the Participant only by such Participant. With respect to those NQSOs, if any, that
are permitted to be transferred to another individual, references in the Plan to exercise or payment of the Option Price by the
Participant shall be deemed to include, as determined by the Committee, the Participant’s permitted transferee.


 


(c)
NOTIFICATION OF DISQUALIFYING DISPOSITION. If any Participant shall make any disposition of Shares issued pursuant to the exercise
of an ISO under the circumstances described in Section 421(b) of the Code (relating to certain disqualifying dispositions), such
Participant shall notify the Company of such disposition within ten days thereof.


 


6.10
SPECIAL ISO RULES FOR 10% SHAREHOLDERS. If any Participant to whom an ISO is to be granted is, on the date of grant, the owner
of Shares (determined using applicable attribution rules) possessing more than 10% of the total combined voting power of all classes
of equity securities of his or her employer (or of its parent or subsidiary), then the following special provisions will apply
to the ISO granted to that Participant:


 


(a)
The Option Price per Share of the ISO will not be less than 110% of the Fair Market Value of the Shares underlying such ISO on
the date of grant; and


 


(b)
The ISO will not have a term in excess of five years from the date of grant.


 


ARTICLE
7. SHARE APPRECIATION RIGHTS


 


7.1
GRANT OF SARS. Subject to the terms and conditions of the Plan, SARs may be granted to Participants at any time and from time
to time as shall be determined by the Committee. The Committee may grant Freestanding SARs, Tandem SARs, or any combination of
these forms of SARs. Notwithstanding the foregoing, SARs may be granted only if Shares are traded on an established securities
market at the date of grant. Subject to the terms and conditions of the Plan, the Committee shall have complete discretion in
determining the number of SARs granted to each Participant and, consistent with the provisions of the Plan, in determining the
terms and conditions pertaining to such SARs.


 




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The
Grant Price for each grant of a Freestanding SAR shall be determined by the Committee and shall be specified in the Award Agreement.
The Grant Price shall be: (i) based on 100% of the FMV of the Shares on the date of grant or (ii) set at a premium to the FMV
of the Shares on the date of grant.


 


7.2
SAR AGREEMENT. Each SAR Award shall be evidenced by an Award Agreement that shall specify the Grant Price, the term of the SAR,
and such other provisions as the Committee shall determine.


 


7.3
TERM OF SAR. The term of an SAR granted under the Plan shall be determined by the Committee, in its sole discretion, and except
as determined otherwise by the Committee and specified in the SAR Award Agreement, no SAR shall be exercisable later than the
tenth anniversary date of its grant. Notwithstanding the foregoing, for SARs granted to Participants outside the United States,
the Committee has the authority to grant SARs that have a term greater than ten years.


 


7.4
EXERCISE OF FREESTANDING SARS. Freestanding SARs may be exercised upon whatever terms and conditions the Committee, in its sole
discretion, imposes.


 


7.5
EXERCISE OF TANDEM SARS. Tandem SARs may be exercised for all or part of the Shares subject to the related Option upon the surrender
of the right to exercise the equivalent portion of the related Option. A Tandem SAR may be exercised only with respect to the
Shares for which its related Option is then exercisable.


 


Notwithstanding
any other provision of this Plan to the contrary, with respect to a Tandem SAR granted in connection with an ISO: (a) the Tandem
SAR will expire no later than the expiration of the underlying ISO; (b) the exercise of the Tandem SAR may not have economic and
tax consequences more favorable than the exercise of the ISO followed by an immediate sale of the underlying Shares, and the value
of the payout with respect to the Tandem SAR may be for no more than 100% of the excess of the Fair Market Value of the Shares
subject to the underlying ISO at the time the Tandem SAR is exercised over the Option Price of the underlying ISO; (c) the Tandem
SAR may be exercised only when the Fair Market Value of the Shares subject to the ISO exceeds the Option Price of the ISO; (d)
the Tandem SAR may be exercised only when the underlying ISO is eligible to be exercised; and (e) the Tandem SAR is transferable
only when the underlying ISO is transferable, and under the same conditions.


 


7.6
PAYMENT OF SAR AMOUNT. SARs granted under this Plan shall be payable only in Shares. Upon the exercise of an SAR, a Participant
shall be entitled to receive from the Company such number of Shares determined by multiplying:


 


(a)
The excess of the Fair Market Value of a Share on the date of exercise over the Grant Price; by


 


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


 


Such
product shall then be divided by the Fair Market Value of a Share on the date of exercise. The resulting number (rounded down
to the next whole number) is the number of Shares to be issued to the Participant upon exercise of an SAR.


 




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7.7
TERMINATION OF EMPLOYMENT. Each Award Agreement shall set forth the extent to which the Participant shall have the right to exercise
the SAR following termination of the Participant’s employment with or provision of services to the Company, its Affiliates,
and/or its Subsidiaries, as the case may be. Such provisions shall be determined in the sole discretion of the Committee, shall
be included in the Award Agreement entered into with Participants, need not be uniform among all SARs issued pursuant to the Plan,
and may reflect distinctions based on the reasons for termination.


 


7.8
NONTRANSFERABILITY OF SARS. Except as otherwise provided in a Participant’s Award Agreement or otherwise determined at any
time by the Committee, no SAR granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated,
other than by will or by the laws of descent and distribution. Further, except as otherwise provided in a Participant’s
Award Agreement or otherwise determined at any time by the Committee, all SARs granted to a Participant under the Plan shall be
exercisable during his lifetime only by such Participant. With respect to those SARs, if any, that are permitted to be transferred
to another individual, references in the Plan to exercise of the SAR by the Participant or payment of any amount to the Participant
shall be deemed to include, as determined by the Committee, the Participant’s permitted transferee.


 


7.9
OTHER RESTRICTIONS. The Committee shall impose such other conditions and/or restrictions on any Shares received upon exercise
of a SAR granted pursuant to the Plan as it may deem advisable or desirable. These restrictions may include, but shall not be
limited to, a requirement that the Participant hold the Shares received upon exercise of a SAR for a specified period of time.


 


ARTICLE
8. RESTRICTED SHARES AND RESTRICTED SHARE UNITS


 


8.1
GRANT OF RESTRICTED SHARES OR RESTRICTED SHARE UNITS. Subject to the terms and provisions of the Plan, the Committee, at any time
and from time to time, may grant Restricted Shares and/or Restricted Share Units to Participants in such amounts as the Committee
shall determine. Restricted Share Units shall be similar to Restricted Shares except that no Shares are actually awarded to the
Participant on the date of grant.


 


8.2
RESTRICTED SHARES OR RESTRICTED SHARE UNIT AGREEMENT. Each Restricted Share and/or Restricted Share Unit grant shall be evidenced
by an Award Agreement that shall specify the Period(s) of Restriction, the number of Restricted Shares or the number of Restricted
Share Units granted, and such other provisions as the Committee shall determine. Notwithstanding anything in this Article 8 to
the contrary, delivery of Shares pursuant to an Award of Restricted Share Units (or an Award of Restricted Shares) shall be made
no later than 2-1/2 months after the close of the Company’s first taxable year in which such Shares are no longer subject
to a risk of forfeiture (within the meaning of Section 409A of the Code).


 


8.3
TRANSFERABILITY. Except as provided in this Plan or an Award Agreement, the Restricted Shares and/or Restricted Share Units granted
herein may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable
Period of Restriction established by the Committee and specified in the Award Agreement (and in the case of Restricted Share Units
until the date of delivery or other payment), or upon earlier satisfaction of any other conditions, as specified by the Committee,
in its sole discretion, and set forth in the Award Agreement or otherwise at any time by the Committee. All rights with respect
to the Restricted Shares and/or Restricted Share Units granted to a Participant under the Plan shall be available during his lifetime
only to such Participant, except as otherwise provided in an Award Agreement or at any time by the Committee.


 




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8.4
OTHER RESTRICTIONS. The Committee shall impose such other conditions and/or restrictions on any Restricted Shares or Restricted
Share Units granted pursuant to the Plan as it may deem advisable including, without limitation, a requirement that Participants
pay a stipulated purchase price for each Restricted Share or each Restricted Share Unit, restrictions based upon the achievement
of specific performance goals, time-based restrictions on vesting following the attainment of the performance goals, time-based
restrictions, and/or restrictions under applicable laws or under the requirements of any stock exchange or market upon which such
Shares are listed or traded, or holding requirements or sale restrictions placed on the Shares by the Company upon vesting of
such Restricted Share or Restricted Share Units.


 


To
the extent deemed appropriate by the Committee, the Company may retain the certificates representing Restricted Shares in the
Company’s possession until such time as all conditions and/or restrictions applicable to such Shares have been satisfied
or lapse.


 


Except
as otherwise provided in this Article 8, Restricted Shares covered by each Restricted Share Award shall become freely transferable
by the Participant after all conditions and restrictions applicable to such Shares have been satisfied or lapse (including satisfaction
of any applicable tax withholding obligations), and Restricted Share Units shall be paid in cash, Shares, or a combination of
cash and Shares as the Committee, in its sole discretion shall determine.


 


8.5
CERTIFICATE LEGEND. In addition to any legends placed on certificates pursuant to Section 8.4, each certificate representing Restricted
Shares granted pursuant to the Plan may bear a legend such as the following or as otherwise determined by the Committee in its
sole discretion:


 


“The
sale or transfer of Shares of stock represented by this certificate, whether voluntary, involuntary, or by operation of law, is
subject to certain restrictions on transfer as set forth in the Acorn Energy, Inc. 2006 Stock Incentive Plan, and in the associated
Award Agreement. A copy of the Plan and such Award Agreement may be obtained from Acorn Energy, Inc.”


 


8.6
VOTING RIGHTS. Unless otherwise determined by the Committee and set forth in a Participant’s Award Agreement, to the extent
permitted or required by law, as determined by the Committee, Participants holding Restricted Shares granted hereunder may be
granted the right to exercise full voting rights with respect to those Shares during the Period of Restriction. A Participant
shall have no voting rights with respect to any Restricted Share Units granted hereunder.


 


8.7
TERMINATION OF EMPLOYMENT. Each Award Agreement shall set forth the extent to which the Participant shall have the right to retain
Restricted Shares and/or Restricted Share Units following termination of the Participant’s employment with or provision
of services to the Company, its Affiliates, and/or its Subsidiaries, as the case may be. Such provisions shall be determined in
the sole discretion of the Committee, shall be included in the Award Agreement entered into with each Participant, need not be
uniform among all Restricted Shares or Restricted Share Units issued pursuant to the Plan, and may reflect distinctions based
on the reasons for termination.


 


8.8
SECTION 83(B) ELECTION. The Committee may provide in an Award Agreement that the Award of Restricted Shares is conditioned upon
the Participant making or refraining from making an election with respect to the Award under Section 83(b) of the Code. If a Participant
makes an election pursuant to Section 83(b) of the Code concerning a Restricted Share Award, the Participant shall be required
to file promptly a copy of such election with the Company.


 




    	 	12	 



    	 



    

 


ARTICLE
9. PERFORMANCE UNITS/PERFORMANCE SHARES


 


9.1
GRANT OF PERFORMANCE UNITS/PERFORMANCE SHARES. Subject to the terms and provisions of the Plan, the Committee, at any time and
from time to time, may grant Performance Units and/or Performance Shares to Participants in such amounts and upon such terms as
the Committee shall determine.


 


9.2
VALUE OF PERFORMANCE UNITS/PERFORMANCE SHARES. Each Performance Unit shall have an initial value that is established by the Committee
at the time of grant. Each Performance Share shall have an initial value equal to the Fair Market Value of a Share on the date
of grant. The Committee shall set performance goals in its discretion which, depending on the extent to which they are met, will
determine the value and/or number of Performance Units/Performance Shares that will be paid out to the Participant.


 


9.3
EARNING OF PERFORMANCE UNITS/PERFORMANCE SHARES. Subject to the terms of this Plan, after the applicable Performance Period has
ended, the holder of Performance Units/Performance Shares shall be entitled to receive payout of the value and number of Performance
Units/Performance Shares earned by the Participant over the Performance Period, to be determined as a function of the extent to
which the corresponding performance goals have been achieved.


 


9.4
FORM AND TIMING OF PAYMENT OF PERFORMANCE UNITS/PERFORMANCE SHARES. Payment of earned Performance Units/Performance Shares shall
be as determined by the Committee and as evidenced in the Award Agreement. Subject to the terms of the Plan, the Committee, in
its sole discretion, may pay earned Performance Units/Performance Shares in the form of cash or in Shares (or in a combination
thereof) equal to the value of the earned Performance Units/Performance Shares at the close of the applicable Performance Period,
or as soon as practicable after the end of the Performance Period. Any Shares may be granted subject to any restrictions deemed
appropriate by the Committee. The determination of the Committee with respect to the form of payout of such Awards shall be set
forth in the Award Agreement pertaining to the grant of the Award. Notwithstanding anything in this Article 9 to the contrary,
delivery of Shares, cash or other property pursuant to an Award of Performance Units/Performance Shares shall be made no later
than 2-1/2 months after the close of the Company’s first taxable year in which delivery of such Shares, cash or other property
is no longer subject to a risk of forfeiture (within the meaning of Section 409A of the Code).


 


9.5
TERMINATION OF EMPLOYMENT. Each Award Agreement shall set forth the extent to which the Participant shall have the right to retain
Performance Units and/or Performance Shares following termination of the Participant’s employment with or provision of services
to the Company, its Affiliates, and/or its Subsidiaries, as the case may be. Such provisions shall be determined in the sole discretion
of the Committee, shall be included in the Award Agreement entered into with each Participant, need not be uniform among all Awards
of Performance Units or Performance Shares issued pursuant to the Plan, and may reflect distinctions based on the reasons for
termination.


 


9.6
NONTRANSFERABILITY. Except as otherwise provided in a Participant’s Award Agreement or otherwise determined at any time
by the Committee, Performance Units/Performance Shares may not be sold, transferred, pledged, assigned, or otherwise alienated
or hypothecated, other than by will or by the laws of descent and distribution. Further, except as otherwise provided in a Participant’s
Award Agreement or otherwise determined at any time by the Committee, a Participant’s rights under the Plan shall be exercisable
during his lifetime only by such Participant.


 


ARTICLE
10. CASH-BASED AWARDS AND OTHER SHARE-BASED AWARDS


 


10.1
GRANT OF CASH-BASED AWARDS. Subject to the terms and provisions of the Plan, the Committee, at any time and from time to time,
may grant Cash-Based Awards to Participants in such amounts and upon such terms, including the achievement of specific performance
goals, as the Committee may determine.


 




    	 	13	 



    	 



    

 


10.2
OTHER SHARE-BASED AWARDS. The Committee may grant other types of equity-based or equity-related Awards not otherwise described
by the terms of this Plan (including the grant or offer for sale of unrestricted Shares) in such amounts and subject to such terms
and conditions, as the Committee shall determine. Such Awards may involve the transfer of actual Shares to Participants, or payment
in cash or otherwise of amounts based on the value of Shares and may include, without limitation, Awards designed to comply with
or take advantage of the applicable local laws of jurisdictions other than the United States.


 


10.3
VALUE OF CASH-BASED AND OTHER SHARE-BASED AWARDS. Each Cash-Based Award shall specify a payment amount or payment range as determined
by the Committee. Each Other Share-Based Award shall be expressed in terms of Shares or units based on Shares, as determined by
the Committee. The Committee may establish performance goals in its discretion. If the Committee exercises its discretion to establish
performance goals, the number and/or value of Cash-Based Awards or Other Share-Based Awards that will be paid out to the Participant
will depend on the extent to which the performance goals are met.


 


10.4
PAYMENT OF CASH-BASED AWARDS AND OTHER SHARE-BASED AWARDS. Payment, if any, with respect to a Cash-Based Award or an Other Share-Based
Award shall be made in accordance with the terms of the Award, in cash or Shares as the Committee determines. Notwithstanding
anything in this Article 10 to the contrary, delivery of Shares, cash or other property pursuant to a Cash-Based Award or Other
Share-Based Award shall be made no later than 2-1/2 months after the close of the Company’s first taxable year in which
delivery of such Shares, cash or other property is no longer subject to a risk of forfeiture (within the meaning of Section 409A
of the Code).


 


10.5
TERMINATION OF EMPLOYMENT. The Committee shall determine the extent to which the Participant shall have the right to receive Cash-Based
Awards or Other Share-Based Awards following termination of the Participant’s employment with or provision of services to
the Company, its Affiliates, and/or its Subsidiaries, as the case may be. Such provisions shall be determined in the sole discretion
of the Committee, such provisions may be included in an Award Agreement entered into with each Participant, but need not be uniform
among all Awards of Cash-Based Awards or Other Share-Based Awards issued pursuant to the Plan, and may reflect distinctions based
on the reasons for termination.


 


10.6
NONTRANSFERABILITY. Except as otherwise determined by the Committee, neither Cash-Based Awards nor Other Share-Based Awards may
be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent
and distribution. Further, except as otherwise provided by the Committee, a Participant’s rights under the Plan, if exercisable,
shall be exercisable during his lifetime only by such Participant. With respect to those Cash-Based Awards or Other Share-Based
Awards, if any, that are permitted to be transferred to another individual, references in the Plan to exercise or payment of such
Awards by or to the Participant shall be deemed to include, as determined by the Committee, the Participant’s permitted
transferee.


 




    	 	14	 



    	 



    

 


ARTICLE
11. PERFORMANCE MEASURES


 


11.1
GENERAL.


 


(a)
If the Plan shall have been submitted to and approved by the shareholders of the Company, certain Awards granted under the Plan
may be granted in a manner such that the Awards qualify as Performance-Based Compensation and thus are exempt from the deduction
limitation imposed by Section 162(m) of the Code. Awards shall only qualify as Performance-Based Compensation if, among other
things, at the time of grant the Committee is comprised solely of two or more “outside directors” (as such term is
used in Section 162(m) of the Code and the Treasury Regulations thereunder).


 


(b)
Awards intended to qualify as Performance-Based Compensation may be granted to Participants who are or may be Covered Employees
at any time and from time to time, as shall be determined by the Committee. The Committee shall have complete discretion in determining
the number, amount and timing of awards granted to each Covered Employee.


 


(c)
The Committee shall set performance goals at its discretion which, depending on the extent to which they are met, will determine
the number and/or value of Awards intended to qualify as Performance-Based Compensation that will be paid out to the Covered Employees,
and may attach to such Performance-Based Compensation one or more restrictions.


 


11.2
OTHER AWARDS. Either the granting or vesting of Awards intended to qualify as Performance-Based Compensation (other than Options
and SARs) granted under the Plan shall be subject to the achievement of a performance target or targets, as determined by the
Committee in its sole discretion, based on one or more of the performance measures specified in Section 11.3 below. With respect
to such Performance-Based Compensation:


 


(a)
the Committee shall establish in writing (x) the objective performance-based goals applicable to a given period and (y) the individual
Covered Employees or class of Covered Employees to which such performance-based goals apply no later than 90 days after the commencement
of such period (but in no event after 25 percent of such period has elapsed);


 


(b)
no Performance-Based Compensation shall be payable to or vest with respect to, as the case may be, any Covered Employee for a
given period until the Committee certifies in writing that the objective performance goals (and any other material terms) applicable
to such period have been satisfied; and


 


(c)
after the establishment of a performance goal, the Committee shall not revise such performance goal or increase the amount of
compensation payable thereunder (as determined in accordance with Section 162(m) of the Code) upon the attainment of such performance
goal.


 


11.3
PERFORMANCE MEASURES. Unless and until the Committee proposes for shareholder vote and the shareholders approve a change in the
general Performance Measures set forth in this Article 11, the performance goals upon which the payment or vesting of an Award
to a Covered Employee that is intended to qualify as Performance-Based Compensation shall be limited to the following Performance
Measures:


 


(a)
Net earnings or net income (before or after taxes);


 


(b)
Earnings per share;


 




    	 	15	 



    	 



    

 


(c)
Net sales growth;


 


(d)
Net operating profit;


 


(e)
Return measures (including, but not limited to, return on assets, capital, invested capital, equity, or sales);


 


(f)
Cash flow (including, but not limited to, operating cash flow, free cash flow, and cash flow return on capital);


 


(g)
Earnings before or after taxes, interest, depreciation, and/or amortization;


 


(h)
Gross or operating margins;


 


(i)
Productivity ratios; and


 


(j)
Share price (including, but not limited to, growth measures and total shareholder return).


 


Any
Performance Measure(s) may be used to measure the performance of the Company, Subsidiary, and/or Affiliate as a whole or any business
unit of the Company, Subsidiary, and/or Affiliate or any combination thereof, as the Committee may deem appropriate, or any of
the above Performance Measures as compared to the performance of a group of peer companies, or published or special index that
the Committee, in its sole discretion, deems appropriate, or the Company may select Performance Measure (j) above as compared
to various stock market indices.


 


11.4
EVALUATION OF PERFORMANCE. The Committee may provide in any such Award that any evaluation of performance may include or exclude
any of the following events that occurs during a Performance Period: (a) asset write-downs, (b) litigation or claim judgments
or settlements, (c) the effect of changes in tax laws, accounting principles, or other laws or provisions affecting reported results,
(d) any reorganization and restructuring programs, (e) extraordinary nonrecurring items as described in Accounting Principles
Board Opinion No. 30 and/or in management’s discussion and analysis of financial condition and results of operations appearing
in the Company’s annual report to shareholders for the applicable year, (f) acquisitions or divestitures, and (g) foreign
exchange gains and losses. To the extent such inclusions or exclusions affect Awards to Covered Employees, they shall be prescribed
in a form that meets the requirements of Code Section 162(m) for deductibility.


 


11.5
ADJUSTMENT OF PERFORMANCE-BASED COMPENSATION. Awards intended to qualify as Performance-Based Compensation may not be adjusted
upward. The Committee shall retain the discretion to adjust such Awards downward, either on a formula or discretionary basis or
any combination, as the Committee determines.


 


11.6
COMMITTEE DISCRETION. In the event that applicable tax and/or securities laws change to permit Committee discretion to alter the
governing Performance Measures without obtaining shareholder approval of such changes, the Committee shall have sole discretion
to make such changes without obtaining shareholder approval. In addition, in the event that the Committee determines that it is
advisable to grant Awards that shall not qualify as Performance-Based Compensation, the Committee may make such grants without
satisfying the requirements of Code Section 162(m) and base vesting on Performance Measures other than those set forth in Section
11.1.


 




    	 	16	 



    	 



    

 


ARTICLE
12. NONEMPLOYEE DIRECTOR AWARDS


 


In
addition to the options to be awarded under the Company’s 2006 Stock Option Plan for Non-Employee Directors, the Committee
may provide such additional Awards as it deems appropriate. The terms and conditions of any grant to any such Non-employee Director
shall be set forth in an Award Agreement.


 


ARTICLE
13. DIVIDEND EQUIVALENTS


 


Any
Participant selected by the Committee may be granted dividend equivalents based on the dividends declared on Shares that are subject
to any Award, to be credited as of dividend payment dates, during the period between the date the Award is granted and the date
the Award is exercised, vests or expires, as determined by the Committee. Such dividend equivalents shall be converted to cash
or additional Shares by such formula and at such time and subject to such limitations as may be determined by the Committee (but
subject to the provisions of Section 409A of the Code, if applicable).


 


ARTICLE
14. BENEFICIARY DESIGNATION


 


Each
Participant under the Plan may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively)
to whom any benefit under the Plan is to be paid in case of his death before he receives any or all of such benefit. Each such
designation shall revoke all prior designations by the same Participant, shall be in a form prescribed by the Committee, and will
be effective only when filed by the Participant in writing with the Company during the Participant’s lifetime. In the absence
of any such designation, benefits remaining unpaid at the Participant’s death shall be paid to the Participant’s estate.


 


ARTICLE
15. RIGHTS OF PARTICIPANTS


 


15.1
EMPLOYMENT. Nothing in the Plan or an Award Agreement shall interfere with or limit in any way the right of the Company, its Affiliates,
and/or its Subsidiaries, to terminate any Participant’s employment or service on the Board or to the Company at any time
or for any reason not prohibited by law, nor confer upon any Participant any right to continue his employment or service as a
Director or Third Party Service Provider for any specified period of time.


 


Neither
an Award nor any benefits arising under this Plan shall constitute an employment contract with the Company, its Affiliates, and/or
its Subsidiaries and, accordingly, subject to Articles 3 and 17, this Plan and the benefits hereunder may be terminated at any
time in the sole and exclusive discretion of the Committee without giving rise to any liability on the part of the Company, its
Affiliates, and/or its Subsidiaries.


 


15.2
PARTICIPATION. No individual shall have the right to be selected to receive an Award under this Plan, or, having been so selected,
to be selected to receive a future Award.


 


15.3
RIGHTS AS A SHAREHOLDER. Except as otherwise provided herein, a Participant shall have none of the rights of a shareholder with
respect to Shares covered by any Award until the Participant becomes the record holder of such Shares.


 




    	 	17	 



    	 



    

 


ARTICLE
16. CHANGE OF CONTROL


 


In
addition to the terms and conditions of this Plan, one or more Awards may be subject to the terms and conditions set forth in
a written agreement between the Company and a Participant providing for different terms or provisions with respect to such Awards
upon a “Change of Control” of the Company (as that term may be defined in such written agreement), including but not
limited to acceleration of benefits, lapsing of restrictions, vesting of benefits and such other terms, conditions or provisions
as may be contained in such written agreement; PROVIDED HOWEVER, that such written agreement may not increase the maximum amount
of such Awards.


 


ARTICLE
17. AMENDMENT, MODIFICATION, SUSPENSION, AND TERMINATION


 


17.1
AMENDMENT, MODIFICATION, SUSPENSION, AND TERMINATION. Subject to Section 17.3, the Committee may, at any time and from time to
time, alter, amend, modify, suspend, or terminate the Plan and any Award Agreement in whole or in part, except that no amendment
of the Plan shall be made without shareholder approval if shareholder approval is required by law, regulation, or stock exchange
rule.


 


17.2
ADJUSTMENT OF AWARDS UPON THE OCCURRENCE OF CERTAIN UNUSUAL OR NONRECURRING EVENTS. The Committee may make adjustments in the
terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including, without
limitation, the events described in Section 4.4 hereof) affecting the Company or the financial statements of the Company or of
changes in applicable laws, regulations, or accounting principles, whenever the Committee determines that such adjustments are
appropriate in order to prevent unintended dilution or enlargement of the benefits or potential benefits intended to be made available
under the Plan. The determination of the Committee as to the foregoing adjustments, if any, shall be conclusive and binding on
Participants under the Plan.


 


17.3
AWARDS PREVIOUSLY GRANTED. Notwithstanding any other provision of the Plan to the contrary, and except to the extent necessary
to avoid the imposition of additional tax and/or interest under Section 409A of the Code with respect to Awards that are treated
as nonqualified deferred compensation, no termination, amendment, suspension, or modification of the Plan or an Award Agreement
shall adversely affect in any material way any Award previously granted under the Plan, without the written consent of the Participant
holding such Award. Notwithstanding any other provision of the Plan to the contrary, except in connection with a corporate transaction
involving the Company (including without limitation, any stock dividend, distribution (whether in the form of cash, Shares, other
securities or other property), stock split, extraordinary cash dividend, recapitalization, change in control, reorganization,
merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or other securities, or similar transaction(s)),
the Company may not, without obtaining shareholder approval: (a) amend the terms of outstanding Options or SARs to reduce the
exercise price of such outstanding Options or SARs; (b) cancel outstanding Options or SARs in exchange for Options or SARs with
an exercise price that is less than the exercise price of the original Options or SARs; or (c) cancel outstanding Options or SARs
with an exercise price above the current stock price in exchange for cash or other securities.


 


ARTICLE
18. WITHHOLDING


 


The
Company shall have the right to withhold from a Participant (or a permitted assignee thereof), or otherwise require such Participant
or assignee to pay, any Withholding Taxes arising as a result of the grant of any Award, exercise of an Option or SAR, lapse of
restrictions with respect to Restricted Shares or Restricted Share Units, or any other taxable event occurring pursuant to this
Plan or any Award Agreement. If the Participant (or a permitted assignee thereof) shall fail to make such tax payments as are
required, the Company (or its Affiliates or Subsidiaries) shall, to the extent permitted by law, have the right to deduct any
such Withholding Taxes from any payment of any kind otherwise due to such Participant or to take such other action as may be necessary
to satisfy such Withholding Taxes. In satisfaction of the requirement to pay Withholding Taxes, the Participant (or permitted
assignee) may make a written election which may be accepted or rejected in the discretion of the Committee, (i) to have withheld
a portion of any Shares or other payments then issuable to the Participant (or permitted assignee) pursuant to any Award, or (ii)
to tender other Shares to the Company (either by actual delivery or attestation, in the sole discretion of the Committee, PROVIDED
THAT, except as otherwise determined by the Committee, the Shares that are tendered must have been held by the Participant for
at least six months prior to their tender to satisfy the Option Price or have been purchased on the open market), in either case
having an aggregate Fair Market Value equal to the Withholding Taxes.


 




    	 	18	 



    	 



    

 


ARTICLE
19. SUCCESSORS


 


All
obligations of the Company under the Plan with respect to Awards granted hereunder shall be binding on any successor to the Company,
whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of
all or substantially all of the business and/or assets of the Company.


 


ARTICLE
20. GENERAL PROVISIONS


 


20.1
FORFEITURE EVENTS.


 


(a)
The Committee may specify in an Award Agreement that the Participant’s rights, payments, and benefits with respect to an
Award shall be subject to reduction, cancellation, forfeiture, or recoupment upon the occurrence of certain specified events,
in addition to any otherwise applicable vesting or performance conditions of an Award. Such events may include, but shall not
be limited to, termination of employment for cause, termination of the Participant’s provision of services to the Company,
Affiliate, and/or Subsidiary, violation of material Company, Affiliate, and/or Subsidiary policies, breach of noncompetition,
confidentiality, or other restrictive covenants that may apply to the Participant, or other conduct by the Participant that is
detrimental to the business or reputation of the Company, its Affiliates, and/or its Subsidiaries.


 


(b)
If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result
of misconduct, with any financial reporting requirement under the securities laws, if the Participant knowingly or grossly negligently
engaged in the misconduct, or knowingly or grossly negligently failed to prevent the misconduct, or if the Participant is one
of the individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002, the Participant shall
reimburse the Company the amount of any payment in settlement of an Award earned or accrued during the twelve-month period following,
the earlier of, the first public issuance, or filing with the United States Securities and Exchange Commission, of the financial
document embodying such financial reporting requirement.


 


20.2
LEGEND. The certificates for Shares may include any legend which the Committee deems appropriate to reflect any restrictions on
transfer of such Shares.


 


20.3
GENDER AND NUMBER. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine,
the plural shall include the singular, and the singular shall include the plural.


 


20.4
SEVERABILITY. In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity
shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision
had not been included.


 




    	 	19	 



    	 



    

 


20.5
REQUIREMENTS OF LAW. The granting of Awards and the issuance of Shares under the Plan shall be subject to all applicable laws,
rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.


 


20.6
DELIVERY OF TITLE. The Company shall have no obligation to issue or deliver evidence of title for Shares issued under the Plan
prior to:


 


(a)
Obtaining any approvals from governmental agencies that the Company determines are necessary or advisable; and


 


(b)
Completion of any registration or other qualification of the Shares under any applicable national or foreign law or ruling of
any governmental body that the Company determines to be necessary or advisable.


 


20.7
INABILITY TO OBTAIN AUTHORITY. The inability of the Company to obtain authority from any regulatory body having jurisdiction,
which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder,
shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority
shall not have been obtained.


 


20.8
INVESTMENT REPRESENTATIONS. The Committee may require any individual receiving Shares pursuant to an Award under this Plan to
represent and warrant in writing that the individual is acquiring the Shares for investment and without any present intention
to sell or distribute such Shares.


 


20.9
EMPLOYEES BASED OUTSIDE OF THE UNITED STATES. Notwithstanding any provision of the Plan to the contrary, in order to comply with
the laws in other countries in which the Company, its Affiliates, and/or its Subsidiaries operate or have Employees, Directors,
or Third Party Service Providers, the Committee, in its sole discretion, shall have the power and authority to:


 


(a)
Determine which Affiliates and Subsidiaries shall be covered by the Plan;


 


(b)
Determine which Employees, Directors, or Third Party Service Providers outside the United States are eligible to participate in
the Plan;


 


(c)
Modify the terms and conditions of any Award granted to Employees, Directors, or Third Party Service Providers outside the United
States to comply with applicable foreign laws;


 


(d)
Establish subplans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary
or advisable. Any subplans and modifications to Plan terms and procedures established under this Section 20.9 by the Committee
shall be attached to this Plan document as appendices; and


 


(e)
Take any action, before or after an Award is made, that it deems advisable to obtain approval or comply with any necessary local
government regulatory exemptions or approvals.


 


Notwithstanding
the above, the Committee may not take any actions hereunder, and no Awards shall be granted, that would violate applicable law.


 


20.10
UNCERTIFICATED SHARES. To the extent that the Plan provides for issuance of certificates to reflect the transfer of Shares, the
transfer of such Shares may be effected on a non-certificated basis, to the extent not prohibited by applicable law or the rules
of any stock exchange.


 




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20.11
UNFUNDED PLAN. Participants shall have no right, title, or interest whatsoever in or to any investments that the Company, its
Subsidiaries, and/or its Affiliates may make to aid it in meeting its obligations under the Plan. Nothing contained in the Plan,
and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship
between the Company and any Participant, beneficiary, legal representative, or any other individual. To the extent that any individual
acquires a right to receive payments from the Company, its Subsidiaries, and/or its Affiliates under the Plan, such right shall
be no greater than the right of an unsecured general creditor of the Company, a Subsidiary, or an Affiliate, as the case may be.
All payments to be made hereunder shall be paid from the general funds of the Company, a Subsidiary, or an Affiliate, as the case
may be and no special or separate fund shall be established and no segregation of assets shall be made to assure payment of such
amounts except as expressly set forth in the Plan.


 


20.12
NO FRACTIONAL SHARES. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award. The Committee shall
determine whether cash, Awards, or other property shall be issued or paid in lieu of fractional Shares or whether such fractional
Shares or any rights thereto shall be forfeited or otherwise eliminated.


 


20.13
RETIREMENT AND WELFARE PLANS. Neither Awards made under the Plan nor Shares or cash paid pursuant to such Awards may be included
as “compensation” for purposes of computing the benefits payable to any Participant under the Company’s or any
Subsidiary’s or Affiliate’s retirement plans (both qualified and non-qualified) or welfare benefit plans unless such
other plan expressly provides that such compensation shall be taken into account in computing a Participant’s benefit.


 


20.14
NONEXCLUSIVITY OF THE PLAN. The adoption of this Plan shall not be construed as creating any limitations on the power of the Board
or Committee to adopt such other compensation arrangements as it may deem desirable for any Participant.


 


20.15
NO CONSTRAINT ON CORPORATE ACTION. Nothing in this Plan shall be construed to: (i) limit, impair, or otherwise affect the Company’s
or a Subsidiary’s or an Affiliate’s right or power to make adjustments, reclassifications, reorganizations, or changes
of its capital or business structure, or to merge or consolidate, or dissolve, liquidate, sell, or transfer all or any part of
its business or assets; or, (ii) limit the right or power of the Company or a Subsidiary or an Affiliate to take any action which
such entity deems to be necessary or appropriate.


 


20.16
GOVERNING LAW. The Plan and each Award Agreement shall be governed by the laws of the State of New York, excluding any conflicts
or choice of law rule or principle that might otherwise refer construction or interpretation of the Plan to the substantive law
of another jurisdiction. Unless otherwise provided in the Award Agreement, recipients of an Award under the Plan are deemed to
submit to the exclusive jurisdiction and venue of the federal or state courts of New York, to resolve any and all issues that
may arise out of or relate to the Plan or any related Award Agreement.


 


20.17
INDEMNIFICATION. Each individual who is or shall have been a member of the Board, or a committee appointed by the Board, or an
officer of the Company to whom authority was delegated in accordance with Article 3, shall be indemnified and held harmless by
the Company against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him in connection
with or resulting from any claim, action, suit, or proceeding to which he may be a party or in which he may be involved by reason
of any action taken or failure to act under the Plan and against and from any and all amounts paid by him in settlement thereof,
with the Company’s approval, or paid by him in satisfaction of any judgment in any such action, suit, or proceeding against
him, provided he shall give the Company an opportunity, at its own expense, to handle and defend the same before he undertakes
to handle and defend it on his own behalf, unless such loss, cost, liability, or expense is a result of his own willful misconduct
or except as expressly provided by statute.


 


The
foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such individuals may
be entitled under the Company’s Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or any power that
the Company may have to indemnify them or hold them harmless.


 


20.18
AMENDMENT TO COMPLY WITH APPLICABLE LAW. It is intended that no Award granted under this Plan shall be subject to any interest
or additional tax under Section 409A of the Code. In the event Code Section 409A is amended after the date hereof, or regulations
or other guidance is promulgated after the date hereof that would make an Award under the Plan subject to the provisions of Code
Section 409A, then the terms and conditions of this Plan shall be interpreted and applied, to the extent possible, in a manner
to avoid the imposition of the provisions of Code Section 409.


 






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