Exhibit 10.1


 


CONVERSIONPOINT HOLDINGS,
INC.


 


2018 OMNIBUS INCENTIVE
PLAN


 




     


     


    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	ARTICLE I	DEFINITIONS	1
	 	 	 
	1.01	409A Award	1
	1.02	Affiliate	1
	1.03	Agreement	1
	1.04	Award	1
	1.05	Board	1
	1.06	Cash Award	1
	1.07	Cause	2
	1.08	Change in Control	2
	1.09	Code	3
	1.10	Committee	4
	1.11	Common Stock	4
	1.12	Company	4
	1.13	Control Change Date	4
	1.14	Corresponding SAR	4
	1.15	Disability	4
	1.16	Dividend Equivalent	4
	1.17	Exchange Act	5
	1.18	Fair Market Value	5
	1.19	Full Value Award	5
	1.20	Incentive Award	5
	1.21	Incumbent Board	5
	1.22	Initial Value	6
	1.23	Non-409A Award	6
	1.24	Option	6
	1.25	Other Stock-Based Award	6
	1.26	Participant	6
	1.27	Plan	6
	1.28	Person	6
	1.29	Restricted Stock Award	7
	1.30	Restricted Stock Unit	7
	1.31	Retirement	7
	1.32	SAR	7
	1.33	Ten Percent Shareholder	7
	1.34	Termination Date	7
	 	 	 
	ARTICLE II	PURPOSES	8
	 	 	 
	ARTICLE III	TYPES OF AWARDS	8
	 	 	 
	ARTICLE IV	ADMINISTRATION	8
	 	 	 
	4.01	General Administration	8


 




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	4.02	Delegation of Authority	9
	4.03	Indemnification of Committee	9
	 	 	 
	ARTICLE V	ELIGIBILITY	10
	 	 	 
	ARTICLE VI	COMMON STOCK SUBJECT TO PLAN	10
	 	 	 
	6.01	Common Stock Issued	10
	6.02	Aggregate Limit	11
	6.03	Individual Limit	11
	6.04	Share Counting	12
	 	 	 
	ARTICLE VII	OPTIONS	12
	 	 	 
	7.01	Grant	12
	7.02	Option Price	12
	7.03	Maximum Term of Option	13
	7.04	Exercise	13
	7.05	Payment	13
	7.06	Stockholder Rights	13
	7.07	Disposition of Shares	14
	7.08	No Liability of Company	14
	 	 	 
	ARTICLE VIII	SARS	14
	 	 	 
	8.01	Grant	14
	8.02	Maximum Term of SAR	14
	8.03	Exercise	14
	8.04	Settlement	15
	8.05	Stockholder Rights	15
	 	 	 
	ARTICLE IX	RESTRICTED STOCK AWARDS	15
	 	 	 
	9.01	Award	15
	9.02	Payment	15
	9.03	Vesting	16
	9.04	Maximum Restriction Period	16
	9.05	Stockholder Rights	16
	 	 	 
	ARTICLE X	RESTRICTED STOCK UNITS	17
	 	 	 
	10.01	Grant	17
	10.02	Earning the Award	17
	10.03	Maximum Restricted Stock Unit Award Period	17
	10.04	Payment	17
	10.05	Stockholder Rights	18
	 	 	 
	ARTICLE XI	INCENTIVE AWARDS	18
	 	 	 
	11.01	Grant	18
	11.02	Earning the Award	18
	11.03	Maximum Incentive Award Period	18
	11.04	Payment	19


 




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	11.05	Stockholder Rights	19
	 	 	 
	ARTICLE XII	OTHER STOCK-BASED AWARDS	19
	 	 	 
	12.01	Other Stock-Based Awards	19
	12.02	Bonus Stock and Awards in Lieu of Other Obligations	20
	 	 	 
	ARTICLE XIII	DIVIDEND EQUIVALENTS AND CASH AWARDS	20
	 	 	 
	13.01	Dividend Equivalents	20
	13.02	Cash Awards	20
	 	 	 
	ARTICLE XIV	TERMS APPLICABLE TO ALL AWARDS	21
	 	 	 
	14.01	Written Agreement	21
	14.02	Nontransferability	21
	14.03	Transferable Awards	21
	14.04	Participant Status	22
	14.05	Change in Control	23
	14.06	Stand-Alone, Additional, Tandem and Substitute Awards	24
	14.07	Form and Timing of Payment; Deferrals	24
	14.08	Time and Method of Exercise	25
	14.09	Non U. S. Participants	26
	 	 	 
	ARTICLE XV	PERFORMANCE-BASED COMPENSATION	26
	 	 	 
	15.01	Performance Conditions	26
	15.02	Establishing the Amount of the Award	27
	15.03	Earning the Award	27
	 	 	 
	ARTICLE XVI	ADJUSTMENT UPON CHANGE IN COMMON STOCK	27
	 	 	 
	16.01	General Adjustments	27
	16.02	No Adjustments	28
	16.03	Substitute Awards	28
	16.04	Limitation on Adjustments	28
	 	 	 
	ARTICLE XVII	COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES	29
	 	 	 
	17.01	Compliance	29
	17.02	Postponement of Exercise or Payment	29
	17.03	Forfeiture or Reimbursement	30
	 	 	 
	ARTICLE XVIII	LIMITATION ON BENEFITS	30
	 	 	 
	ARTICLE XIX	GENERAL PROVISIONS	31
	 	 	 
	19.01	Effect on Employment and Service	31
	19.02	Unfunded Plan	31
	19.03	Rules of Construction	31
	19.04	Tax Withholding and Reporting	32
	19.05	Code Section 83(b) Election	32


 




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	19.06	Reservation of Shares	32
	19.07	Governing Law	33
	19.08	Other Actions	33
	19.09	Repurchase of Common Stock	33
	19.10	Other Conditions	33
	19.11	Forfeiture Provisions	34
	19.12	Legends; Payment of Expenses	34
	19.13	Repricing of Awards	34
	19.14	Right of Setoff	35
	19.15	Fractional Shares	35
	19.16	Compensation Recoupment Policy	35
	 	 	 
	ARTICLE XX	CLAIMS PROCEDURES	35
	 	 	 
	20.01	Initial Claim	35
	20.02	Appeal of Claim	36
	20.03	Time to File Suit	36
	 	 	 
	ARTICLE XXI	AMENDMENT	36
	 	 	 
	21.01	Amendment of Plan	36
	21.02	Amendment of Awards	37
	 	 	 
	ARTICLE XXII	CODE SECTION 409A PROVISION	37
	 	 	 
	22.01	Intent of Awards	37
	22.02	409A Awards	37
	22.03	Election Requirements	37
	22.04	Time of Payment	38
	22.05	Acceleration or Deferral	39
	22.06	Distribution Requirements	39
	22.07	Key Employee Rule	39
	22.08	Distributions Upon Vesting	39
	22.09	Scope and Application of this Provision	40
	 	 	 
	ARTICLE XXIII	EFFECTIVE DATE OF PLAN	40
	 	 	 
	ARTICLE XXIV	DURATION OF PLAN	40




 




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ARTICLE I


DEFINITIONS


 


1.01       409A
Award


 


“409A Award”
means an Award that is intended to be subject to Code Section 409A.


 


1.02       Affiliate


 


“Affiliate,”
as it relates to any limitations or requirements with respect to incentive stock options, means any “subsidiary” or
“parent” corporation (as such terms are defined in Code Section 424) of the Company. Affiliate otherwise means any
entity that is part of a controlled group of corporations or is under common control with the Company within the meaning of Code
Sections 1563(a), 414(b) or 414(c), except that, in making any such determination, fifty percent (50%) shall be substituted for
eighty percent (80%) under such Code Sections and the related regulations.


 


1.03       Agreement


 


“Agreement”
means a written or electronic agreement (including any amendment or supplement thereto) between the Company and a Participant specifying
the terms and conditions of an Award granted to such Participant.


 


1.04       Award


 


“Award” means
an Option, SAR, Restricted Stock Award, Restricted Stock Unit, Incentive Award, Other Stock-Based Award, Dividend Equivalent or
Cash Award granted under this Plan.


 


1.05       Board


 


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


 


1.06       Cash
Award


 


“Cash Award”
means an Award stated with reference to a specified dollar amount which, subject to such terms and conditions as may be prescribed
by the Committee, entitles the Participant to receive cash from the Company or an Affiliate.


 




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1.07       Cause


 


“Cause” means
“Cause” as such term is defined in any employment or service agreement between the Company or any Affiliate and the
Participant except as otherwise determined by the Committee and set forth in the applicable Agreement. If no such employment or
service agreement exists or if such employment or service agreement does not contain any such definition, except as otherwise determined
by the Committee and set forth in the applicable Agreement, “Cause” means (a) the Participant’s willful and continued
failure to comply with the lawful directives of the Board or any supervisory personnel of the Participant, (b) any criminal act
or act of dishonesty or willful misconduct by the Participant that has a material adverse effect on the property, operations, business
or reputation of the Company or any Affiliate (willful for purposes of this definition, shall mean done, or omitted to be done,
by the Participant in bad faith and without reasonable belief that the Participant’s action or omission was in the best interest
of the Company or any Affiliate), (c) the material breach by the Participant of the terms of any confidentiality, non-competition,
non-solicitation or other agreement that the Participant has with the Company or any Affiliate or of any duty the Participant owes
the Company or any Affiliate, (d) acts by the Participant of willful malfeasance or gross negligence in a matter of material importance
to the Company or any Affiliate, (e) any act of fraud, embezzlement, theft, misappropriation or misuse by the Participant of the
funds or property of the Company or any Affiliate, (f) any falsification by the Participant of any record or report in connection
with the Participant’s duties and obligations to the Company or any Affiliate, (g) the Participant’s sexual harassment
of any other employees of the Company or any Affiliate, (h) the breach by the Participant of any fiduciary duty against the Company
or any Affiliate, (i) the Participant being indicted for a felony that has a material adverse effect on the property, operations,
business or reputation of the Company or any Affiliate or being convicted of any other felony or plea of guilty or nolo contendre
to any other felony or (j) any other action that may damage the image of the Company’s or an Affiliate’s business or
their or its standing in the industry, including but not limited to the possession, use or sale of illegal drugs, the abuse of
alcohol or prescribed medication, or any other act or omission which the Company or an Affiliate considers to be a violation of
Federal, state or local law or regulations other than a simple traffic violation.


 


1.08       Change
in Control


 


“Change in Control”
means the occurrence of any of the following events except as otherwise determined by the Committee and set forth in the applicable
Agreement:


 


(a)       The
accumulation in any number of related or unrelated transactions by any Person of beneficial ownership (as such term is used in
Rule 13d-3 promulgated under the Exchange Act) of more than fifty percent (50%) of the combined voting power of the Company's voting
stock; provided that for purposes of this subsection (a), a Change in Control will not be deemed to have occurred if the accumulation
of more than fifty percent (50%) of the voting power of the Company's voting stock results from any acquisition of voting stock
(i) directly from the Company that is approved by the Incumbent Board, (ii) by the Company, (iii) by any employee benefit plan
(or related trust) sponsored or maintained by the Company or any Affiliate, or (iv) by any Person pursuant to a merger, consolidation,
reorganization or other transaction (a “Business Combination”) that would not cause a Change in Control under subsections
(b), (c) or (d) below; or


 


(b)       Consummation
of a Business Combination, unless, immediately following that Business Combination, (i) all or substantially all of the Persons
who were the beneficial owners of the voting stock of the Company immediately prior to that Business Combination beneficially own,
directly or indirectly, more than fifty percent (50%) of the then outstanding shares of common stock and more than fifty percent
(50%) of the combined voting power of the then outstanding voting stock entitled to vote generally in the election of directors
of the entity resulting from that Business Combination (including, without limitation, an entity that as a result of that Business
Combination owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries)
in substantially the same proportions relative to each other as their ownership, immediately prior to that Business Combination,
of the voting stock of the Company, or


 




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(c)       A
sale or other disposition of all or substantially all of the assets of the Company, except pursuant to a Business Combination that
would not cause a Change in Control under subsections (b) above or (d) below; or


 


(d)       A
complete liquidation or dissolution of the Company, except pursuant to a Business Combination that would not cause a Change in
Control under subsections (b) and (c) above; or


 


(e)       The
acquisition by any Person, directly or indirectly, of the power to direct or cause the direction of the management and policies
of the Company (i) through the ownership of securities which provide the holder with such power, excluding voting rights attendant
with such securities, or (ii) by contract; provided that a Change in Control will not be deemed to have occurred if such power
was acquired (x) directly from the Company in a transaction approved by the Incumbent Board, (y) by an employee benefit plan (or
related trust) sponsored or maintained by the Company or any Affiliate or (z) by any person pursuant to a Business Combination
that would not cause a Change in Control under subsections (b), (c) or (d) above; or


 


(f)       During
any period of two consecutive years, the Incumbent Board ceases to constitute a majority of the Board.


 


Notwithstanding the
foregoing, a Change in Control shall only be deemed to have occurred with respect to a Participant in connection with the time
or form of payment of the Participant’s 409A Award (or as otherwise required for the 409A Award to be in compliance with
Code Section 409A) if the Change in Control otherwise constitutes a change in the ownership or effective control of the Company,
or in the ownership of a substantial portion of the assets of the Company, within the meaning of Code Section 409A (otherwise,
with respect to vesting of the 409A Award and any other terms of the 409A Award that do not require a Change in Control to comply
with its meaning under Code Section 409A for the 409A Award to be in compliance with Code Section 409A, Change in Control shall
have the same meaning as described above).


 


1.09       Code


 


“Code” means
the Internal Revenue Code of 1986, as amended.


 




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1.10       Committee


 


“Committee”
means the Compensation Committee of the Board or such other Committee as the Board may appoint from time to time to administer
the Plan, or the Board itself if no Compensation Committee or other appointed Committee exists. If such Compensation Committee
or other Committee exists, if and to the extent deemed necessary by the Board, such Committee shall consist of two or more directors,
all of whom are (a) “non-employee directors” within the meaning of Rule 16b-3 under the Exchange Act and (b) independent
directors under the rules of the principal stock exchange on which the Company’s securities are then traded.


 


1.11       Common
Stock


 


“Common Stock”
means the common stock of the Company, no par value per share, or such other class or kind of shares or other securities resulting
from the application of Article XVI, as applicable.


 


1.12       Company


 


“Company”
means ConversionPoint Holdings, Inc., a Delaware corporation, and any successor thereto.


 


1.13       Control
Change Date


 


“Control Change
Date” means the date on which a Change in Control occurs. If a Change in Control occurs on account of a series of transactions,
the “Control Change Date” is the date of the last of such transactions.


 


1.14       Corresponding
SAR


 


“Corresponding
SAR” means a SAR that is granted in relation to a particular Option and that can be exercised only upon the surrender to
the Company, unexercised, of that portion of the Option to which the SAR relates.


 


1.15       Disability


 


“Disability”
means, for purposes of an incentive stock option, a physical, mental or other impairment within the meaning of Code Section 22(e)(3)
and, for all other purposes, any physical or mental condition that would qualify the Participant for a disability under any long-term
disability plan maintained by the Company or any Affiliate that is applicable to such Participant, except as otherwise determined
by the Committee and set forth in the applicable Agreement. Notwithstanding the foregoing, however, to the extent necessary for
any 409A Award to be in compliance with Code Section 409A, Disability, with respect to the time or form of payment of a Participant’s
409A Award (or as otherwise required for the 409A Award to be in compliance with Code Section 409A), means the Participant is Disabled
within the meaning of Code Section 409A.


 


1.16       Dividend
Equivalent


 


“Dividend Equivalent”
means the right, granted under the Plan, to receive cash, shares of Common Stock, other Awards or other property equal in value
to all or a specified portion of dividends paid with respect to a specified number of shares of Common Stock.


 




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1.17       Exchange
Act


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended.


 


1.18       Fair
Market Value


 


“Fair Market Value”
of a share of Common Stock means, on any given date, the fair market value of a share of Common Stock as the Committee, in its
discretion, shall determine; provided, however, that the Committee shall determine Fair Market Value without regard
to any restriction other than a restriction which, by its terms, will never lapse and, if the shares of Common Stock are traded
on any national stock exchange or quotation system, the Fair Market Value of a share of Common Stock shall be the closing price
of a share of Common Stock as reported on such stock exchange or quotation system on such date, or if the shares of Common Stock
are not traded on such stock exchange or quotation system on such date, then on the next preceding day that the shares of Common
Stock were traded on such stock exchange or quotation system, all as reported by such source as the Committee shall select. The
Fair Market Value that the Committee determines shall be final, binding and conclusive on the Company, any Affiliate and each Participant.
Fair Market Value relating to the exercise price, Initial Value, or purchase price of any Non-409A Award that is an Option, SAR
or Other Stock-Based Award in the nature of purchase rights shall conform to the requirements for exempt stock rights under Code
Section 409A.


 


1.19       Full
Value Award


 


“Full Value Award”
means an Award other than an Option, SAR or Other Stock-Based Award in the nature of purchase rights.


 


1.20       Incentive
Award


 


“Incentive Award”
means an Award stated with reference to a specified dollar amount or number of shares of Common Stock which, subject to such terms
and conditions as may be prescribed by the Committee, entitles the Participant to receive shares of Common Stock, cash or a combination
thereof from the Company or an Affiliate.


 


1.21       Incumbent
Board


 


“Incumbent Board”
means a Board of Directors at least a majority of whom consist of individuals who either are (a) members of the Company's Board
at the beginning of any period of two consecutive years or (b) members who become members of the Company's Board subsequent to
such time whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least two-thirds
(2/3) of the directors then comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of
the Company in which that person is named as a nominee for director, without objection to that nomination), but excluding, for
that purpose, any individual whose initial assumption of office occurs as a result of an actual or threatened election contest
(within the meaning of Rule 14a-11 of the Exchange Act) with respect to the election or removal of directors or other actual or
threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors.


 




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1.22       Initial
Value


 


“Initial Value”
means, with respect to a Corresponding SAR, the Option price per share of the related Option and, with respect to a SAR granted
independently of an Option, the amount determined by the Committee on the date of grant which shall not be less than the Fair Market
Value of one share of Common Stock on the date of grant, subject to Section 14.06 and Section 16.03 with respect
to substitute Awards


 


1.23       Non-409A
Award


 


“Non-409A Award”
means an Award that is not intended to be subject to Code Section 409A.


 


1.24       Option


 


“Option”
means a stock option that entitles the holder to purchase from the Company a stated number of shares of Common Stock at the price
set forth in an Agreement.


 


1.25       Other
Stock-Based Award


 


“Other Stock-Based
Award” means an Award granted to the Participant under Article XII of the Plan.


 


1.26       Participant


 


“Participant”
means an employee of the Company or an Affiliate, a member of the Board or Board of Directors of an Affiliate (whether or not an
employee), a Person who provides services to the Company or an Affiliate and any entity which is a wholly-owned alter ego of such
employee, member of the Board or Board of Directors of an Affiliate or Person who provides services and who satisfies the requirements
of Article V and is selected by the Committee to receive an Award.


 


1.27       Plan


 


“Plan” means
this ConversionPoint Holdings, Inc. 2018 Omnibus Incentive Plan, in its current form and as hereafter amended.


 


1.28       Person


 


“Person”
means any individual, corporation, partnership, limited liability company, joint venture, incorporated or unincorporated association,
joint-stock company, trust, unincorporated organization or government or other agency or political subdivision thereof or any other
entity of any kind.


 




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1.29       Restricted
Stock Award


 


“Restricted Stock
Award” means shares of Common Stock granted to a Participant under Article IX.


 


1.30       Restricted
Stock Unit


 


“Restricted Stock
Unit” means an Award granted to a Participant under Article X, stated with respect to a specified number of shares
of Common Stock, that entitles the Participant to receive one share of Common Stock (or, as otherwise determined by the Committee
and set forth in the applicable Agreement, the equivalent Fair Market Value of one share of Common Stock in cash) with respect
to each Restricted Stock Unit that becomes payable under the terms and conditions of the Plan and the applicable Agreement.


 


1.31       Retirement


 


“Retirement”
means the termination of Participant’s employment or service with the Company and its Affiliates on or after (i) attaining
age sixty-five (65) or (ii) attaining age fifty-five (55) and accumulating ten (10) years of service, except as otherwise determined
by the Committee and set forth in the applicable Agreement. For this purpose, years of service shall be determined in accordance
with the Company’s written policies as determined by the Committee.


 


1.32       SAR


 


“SAR” means
a stock appreciation right granted to a Participant under Article VIII that in accordance with the terms of an Agreement
entitles the holder to receive cash or a number of shares of Common Stock, as determined by the Committee and set forth in the
applicable Agreement, based on the increase in the Fair Market Value of the shares underlying the stock appreciation right during
a stated period specified by the Committee over the Initial Value. References to “SARs” include both Corresponding
SARs and SARs granted independently of Options, unless the context requires otherwise.


 


1.33       Ten
Percent Shareholder


 


“Ten Percent Shareholder”
means any individual who (considering the stock attribution rules described in Code Section 424(d)) owns stock possessing more
than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Affiliate.


 


1.34       Termination
Date


 


“Termination Date”
means the day on which a Participant’s employment or service with the Company and its Affiliates terminates or is terminated.


 




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ARTICLE II


PURPOSES


 


The Plan is intended
to assist the Company and its Affiliates in recruiting and retaining individuals with ability and initiative by enabling such Persons
to participate in the future success of the Company and its Affiliates by aligning their interests with those of the Company and
its stockholders.


 


ARTICLE III


TYPES OF AWARDS


 


The Plan is intended
to permit the grant of Options qualifying under Code Section 422 (“incentive stock options”) and Options not
so qualifying, SARs, Restricted Stock Awards, Restricted Stock Units, Incentive Awards, Other Stock-Based Awards, Dividend Equivalents
and Cash Awards in accordance with the Plan and procedures that may be established by the Committee. No Option that is intended
to be an incentive stock option shall be invalid for failure to qualify as an incentive stock option. The proceeds received by
the Company from the sale of shares of Common Stock pursuant to this Plan may be used for general corporate purposes.


 


ARTICLE IV


ADMINISTRATION


 


4.01       General
Administration


 


The Plan shall be administered
by the Committee. The Committee shall have authority to grant Awards upon such terms (not inconsistent with the provisions of this
Plan) as the Committee may consider appropriate. Such terms may include conditions (in addition to those contained in this Plan)
on the grant, exercisability, transferability, settlement and forfeitability of all or any part of an Award, among other terms.
Notwithstanding any such conditions, the Committee may, in its discretion, accelerate the time at which any Award may be exercised,
become transferable or nonforfeitable or be earned and settled including, without limitation, (a) in the event of the Participant’s
death, Disability, Retirement or involuntary termination of employment or service (including a voluntary termination of employment
or service for good reason) or (b) in connection with a Change in Control. In addition, the Committee shall have complete authority
to interpret all provisions of this Plan including, without limitation, the discretion to interpret any terms used in the Plan
that are not defined herein; to prescribe the form of Agreements; to adopt, amend and rescind rules and regulations pertaining
to the administration of the Plan; and to make all other determinations necessary or advisable for the administration of this Plan.
The express grant in the Plan of any specific power to the Committee shall not be construed as limiting any power or authority
of the Committee. Any decision made, or action taken, by the Committee in connection with the administration of this Plan shall
be final and conclusive. The members of the Committee shall not be liable for any act done in good faith with respect to this Plan
or any Agreement or Award. Unless otherwise provided by the Bylaws of the Company, by resolution of the Board or applicable law,
a majority of the members of the Committee shall constitute a quorum, and acts of the majority of the members present at any meeting
at which a quorum is present, and any acts approved in writing by all members of the Committee without a meeting, shall be the
acts of the Committee.


 




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4.02       Delegation
of Authority


 


The Committee may act
through subcommittees, in which case the subcommittee shall be subject to and have the authority hereunder applicable to the Committee,
and the acts of the subcommittee shall be deemed to be the acts of the Committee hereunder. Additionally, to the extent applicable
law so permits, the Committee, in its discretion, may delegate to one or more officers of the Company all or part of the Committee’s
authority and duties with respect to Awards to be granted to individuals who are not subject to the reporting and other provisions
of Section 16 of the Exchange Act and who are not members of the Board or the Board of Directors of an Affiliate. The Committee
may revoke or amend the terms of any delegation at any time but such action shall not invalidate any prior actions of the Committee’s
delegate or delegates that were consistent with the terms of the Plan and the Committee’s prior delegation. Notwithstanding
the foregoing, however, if and to the extent deemed necessary by the Board, all Awards granted to any individual who is subject
to the reporting and other provisions of Section 16 of the Exchange Act shall be made by a Committee comprised solely of two or
more directors, all of whom are “non-employee directors” within the meaning of Rule 16b-3 under the Exchange Act, to
the extent necessary to exempt the Award from the short-swing profit rules of Section 16(b) of the Exchange Act. However, (a) any
Awards granted to any individual who is subject to the reporting and other provisions of Section 16 of the Exchange Act shall not
fail to be valid if made other than by a committee comprised solely of two or more directors, all of whom are “non-employee
directors” within the meaning of Rule 16(b)-3 under the Exchange Act. An Award granted to an individual who is a member of
the Committee may be approved by the Committee in accordance with the applicable Committee charters then in effect and other applicable
law except that the Committee member must abstain from any action with respect to the Committee member’s own Awards.


 


4.03       Indemnification
of Committee


 


The Company shall bear
all expenses of administering this Plan. The Company shall indemnify and hold harmless each Person who is or shall have been a
member of the Committee acting as administrator of the Plan, or any delegate of such, against and from any cost, liability, loss
or expense that may be imposed upon or reasonably incurred by such Person in connection with or resulting from any action, claim,
suit or proceeding to which such Person may be a party or in which such Person may be involved by reason of any action taken or
not taken under the Plan and against and from any and all amounts paid by such Person in settlement thereof, with the Company’s
approval, or paid by such Person in satisfaction of any judgment in any such action, suit or proceeding against such Person, provided
he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes
to handle and defend it on his or her own behalf. Notwithstanding the foregoing, the Company shall not indemnify and hold harmless
any such Person if applicable law or the Company’s Certificate of Incorporation or Bylaws prohibit such indemnification.
The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such Persons may
be entitled under the Company’s Certificate of Incorporation or Bylaws, as a matter of law or otherwise, or under any other
power that the Company may have to indemnify such Person or hold him or her harmless. The provisions of the foregoing indemnity
shall survive indefinitely the term of this Plan.


 




    	 	-9-	 



     


    

 


ARTICLE V


ELIGIBILITY


 


Any employee of the Company
or an Affiliate (including an entity that becomes an Affiliate after the adoption of this Plan), a member of the Board or the Board
of Directors of an Affiliate (including an entity that becomes an Affiliate after the adoption of the Plan) (whether or not such
Board or Board of Directors member is an employee), any Person who provides services to the Company or an Affiliate (including
an entity that becomes an Affiliate after the adoption of the Plan) and any entity which is a wholly-owned alter ego of such employee,
member of the Board or Board of Directors of an Affiliate or other Person who provides services is eligible to participate in this
Plan if the Committee, in its sole discretion, determines that such Person or entity has contributed significantly or can be expected
to contribute significantly to the profits or growth of the Company or any Affiliate or if it is otherwise in the best interest
of the Company or any Affiliate for such Person or entity to participate in this Plan. With respect to any Board member who is
(i) designated or nominated to serve as a Board member by a stockholder of the Company and (ii) an employee of such stockholder
of the Company, then, at the irrevocable election of the employing stockholder, the Person or entity who shall be eligible to participate
in this Plan on behalf of the service of the respective Board member shall be the employing stockholder (or one of its Affiliates).
To the extent such election is made, the respective Board member shall have no rights hereunder as a Participant with respect to
such Board member’s participation in this Plan. An Award may be granted to a Person or entity who has been offered employment
or service by the Company or an Affiliate and who would otherwise qualify as eligible to receive the Award to the extent that Person
or entity commences employment or service with the Company or an Affiliate, provided that such Person or entity may not receive
any payment or exercise any right relating to the Award, and the grant of the Award will be contingent, until such Person or entity
has commenced employment or service with the Company or an Affiliate.


 


ARTICLE VI


COMMON STOCK SUBJECT
TO PLAN


 


6.01       Common
Stock Issued


 


Upon the issuance of
shares of Common Stock pursuant to an Award, the Company may deliver to the Participant (or the Participant’s broker if the
Participant so directs) shares of Common Stock from its authorized but unissued Common Stock, treasury shares or reacquired shares,
whether reacquired on the open market or otherwise.


 




    	 	-10-	 



     


    

 


6.02       Aggregate
Limit


 


The maximum aggregate
number (the “Maximum Aggregate Number”) of shares of Common Stock which may be subject to Awards under this
Plan is 4,500,000 shares of Common Stock.


 


The Maximum Aggregate
Number of shares of Common Stock that may be subject to Awards under the Plan may be subject to Options. To the extent shares of
Common Stock not issued under an Option must be counted against this limit as a condition to satisfying the rules applicable to
incentive stock options, such rule shall apply to the limit on Options granted under the Plan.


 


The Maximum Aggregate
Number of shares of Common Stock that may be subject to Awards under the Plan and the maximum number of shares of Common Stock
that may be subject to Options under the Plan shall, in each instance, be subject to adjustment as provided in Article XVI,
provided, however, that (i) substitute Awards granted under Section 16.03 shall not reduce the Maximum Aggregate
Number of shares of Common Stock that may be subject to Awards under the Plan (to the extent permitted by applicable stock exchange
rules) and (ii) available shares of stock under a stockholder-approved plan of an acquired company (as appropriately adjusted to
reflect the transaction) also may be used for Awards under the Plan and shall not reduce the Maximum Aggregate Number of shares
of Common Stock that may be subject to Awards under the Plan (subject to applicable stock exchange requirements).


 


6.03       Individual
Limit


 


The maximum number of
shares of Common Stock that may be covered by Options, SARs or Other Stock-Based Awards in the nature of purchase rights granted
to any one Participant during any calendar year shall be 1,000,000 shares of Common Stock; provided, however, that
(a) if the Options, SARs or Other Stock-Based Awards in the nature of purchase rights are denominated in shares of Common Stock
but an equivalent amount of cash is delivered in lieu of delivery of shares of Common Stock, the foregoing limit shall be applied
based on the methodology used by the Committee to convert the number of shares of Common Stock into cash and (b) any adjustment
in the number of shares of Common Stock or amount of cash delivered to reflect actual or deemed investment experience shall be
disregarded. For purposes of the foregoing limit, an Option and its corresponding SAR shall be treated as a single Award. For
any Cash Awards that are intended to constitute annual incentive awards, the maximum amount that may be earned and become payable
to any one Participant with respect to any twelve (12)-month period shall equal $5,000,000; provided, however, that
(i) if the Cash Award is denominated in cash but an equivalent amount of shares of Common Stock are delivered in lieu of delivery
of cash, the foregoing limit shall be applied to the cash based on the methodology used by the Committee to convert the cash into
shares of Common Stock and (ii) any adjustment in the number of shares of Common Stock or the amount of cash delivered to reflect
actual or deemed investment experience shall be disregarded. The maximum number of shares that may be granted in any consecutive
rolling thirty-six (36)-month period to any Participant shall be subject to adjustment as provided in Article XVI. In addition
to the limits set forth herein, (i) the maximum number of shares of Common Stock that may be covered by Awards stated with reference
to a specific number of shares of Common Stock and granted to any one Participant in connection with the Participant’s service
as a member of the Board during any twelve (12)-month period shall be 3,000,000 shares of Common Stock and (ii) for Awards stated
with reference to a specific dollar amount, the maximum amount that may be earned and become payable to any one Participant in
connection with the Participant's service as a member of the Board for any consecutive twelve (12)-month period shall equal $3,000,000
(prorated up or down for periods that are greater or lesser than twelve (12) months), in each case applied as described above
for the other individual limitations.


 


A Non-Employee Director may not be granted Awards during any single calendar year that, taken together with any cash fees
paid to such Non-Employee Director during such calendar year in respect of the Non-Employee Director’s service as a member
of the Board during such year, exceeds $750,000 in total value (calculating the value of any such Awards based on the grant
date fair value of such Awards for financial accounting purposes). Notwithstanding the foregoing, the Board may make exceptions
to the foregoing limit (up to twice such limit) for a non-executive chair of the Board or, in extraordinary circumstances,
for other individual Non-Employee Directors, as the Board may determine, provided that the Non-Employee Director receiving
such Awards may not participate in the decision to make such Awards.


 




    	 	-11-	 



     


    

 


6.04       Share
Counting


 


Except as set forth below,
a share of Common Stock subject to any Award under this Plan shall reduce the Maximum Aggregate Number of shares of Common Stock
available for Awards under this Plan, and the maximum number of shares of Common Stock available for Options under this Plan, by
one. Except as otherwise provided herein, (a) any shares of Common Stock subject to an Award granted under this Plan which terminates
by expiration, forfeiture, cancellation or otherwise, which is settled in cash in lieu of Common Stock or which is exchanged, with
the Committee’s permission, for Awards granted under this Plan not involving shares of Common Stock, (b) shares of Common
Stock not issued or delivered as a result of the net exercise or settlement of an outstanding Award granted under this Plan, (c)
shares of Common Stock tendered to pay the exercise or purchase price or withholding taxes relating to an outstanding Award granted
under this Plan, (d) shares of Common Stock repurchased on the open market with the proceeds of the exercise or purchase price
of an Award granted under this Plan, and (e) shares of Common Stock under a stock-settled SAR that are not actually issued in connection
with settlement of the stock-settled SAR, shall all again be available for Awards under the Plan.


 


ARTICLE VII


OPTIONS


 


7.01       Grant


 


Subject to the eligibility
provisions of Article V, the Committee will designate each individual or entity to whom an Option is to be granted and will
specify the number of shares of Common Stock covered by such grant and whether the Option is an incentive stock option or a nonqualified
stock option. Notwithstanding any other provision of the Plan or any Agreement, the Committee may only grant an incentive stock
option to an individual who is an employee of the Company or an Affiliate. An Option may be granted with or without a Corresponding
SAR.


 


7.02       Option
Price


 


The price per share of
Common Stock purchased on the exercise of an Option shall be determined by the Committee on the date of grant, but shall not be
less than the Fair Market Value of a share of Common Stock on the date the Option is granted, subject to Section 14.06 and
Section 16.03 with respect to substitute Awards. However, if at the time of grant of an Option that is intended to be an
incentive stock option, the Participant is a Ten Percent Shareholder, the price per share of Common Stock purchased on the exercise
of such Option shall not be less than one hundred ten percent (110%) of the Fair Market Value of a share of Common Stock on the
date the Option is granted.


 




    	 	-12-	 



     


    

 


7.03       Maximum
Term of Option


 


The maximum time period
in which an Option may be exercised shall be determined by the Committee on the date of grant, except that no Option shall be exercisable
after the expiration of ten (10) years from the date such Option was granted.


 


7.04       Exercise


 


Subject to the provisions
of this Plan and the applicable Agreement, an Option may be exercised in whole at any time or in part from time to time at such
times and in compliance with such requirements as the Committee shall determine; provided, however, that incentive
stock options (granted under the Plan and all plans of the Company and its Affiliates) may not be first exercisable in a calendar
year for shares of Common Stock having a Fair Market Value (determined as of the date the Option is granted) exceeding the limit
set forth under Code Section 422(d) (currently $100,000). If the limitation is exceeded, the Options that cause the limitation
to be exceeded shall be treated as nonqualified stock options. An Option granted under this Plan may be exercised with respect
to any number of whole shares less than the full number for which the Option could be exercised. A partial exercise of an Option
shall not affect the right to exercise the Option from time to time in accordance with this Plan and the applicable Agreement with
respect to the remaining shares subject to the Option. The exercise of an Option shall result in the termination of the Corresponding
SAR to the extent of the number of shares with respect to which the Option is exercised.


 


7.05       Payment


 


Subject to rules established
by the Committee and unless otherwise provided in an Agreement, payment of all or part of the Option price shall be made in cash
or cash equivalent acceptable to the Committee. If the Agreement so provides, the Committee, in its discretion and provided applicable
law so permits, may allow a Participant to pay all or part of the Option price (a) by surrendering (actually or by attestation)
shares of Common Stock to the Company that the Participant already owns; (b) by a cashless exercise through a broker; (c) by means
of a “net exercise” procedure by the surrender of shares of Common Stock to which the Participant is otherwise entitled
under the Option; (d) by such other medium of payment as the Committee, in its discretion, shall authorize; or (e) by any combination
of the aforementioned methods of payment. If shares of Common Stock are used to pay all or part of the Option price, the sum of
the cash and cash equivalent and the Fair Market Value (determined as of the day preceding the date of exercise) of the shares
surrendered must not be less than the Option price of the shares for which the Option is being exercised.


 


7.06       Stockholder
Rights


 


No Participant shall
have any rights as a stockholder with respect to shares subject to his or her Option until the date of exercise of such Option
and the issuance of the shares of Common Stock.


 




    	 	-13-	 



     


    

 


7.07       Disposition
of Shares


 


A Participant shall notify
the Company of any sale or other disposition of shares of Common Stock acquired pursuant to an Option that was designated an incentive
stock option if such sale or disposition occurs (a) within two (2) years of the grant of an Option or (b) within one (1) year of
the issuance of shares of Common Stock to the Participant (subject to any changes in such time periods as set forth in Code Section
422(a)). Such notice shall be in writing and directed to the Secretary of the Company.


 


7.08       No
Liability of Company


 


The Company shall not
be liable to any Participant or any other Person if the Internal Revenue Service or any court or other authority having jurisdiction
over such matter determines for any reason that an Option intended to be an incentive stock option and granted hereunder does not
qualify as an incentive stock option.


 


ARTICLE VIII


SARS


 


8.01       Grant


 


Subject to the eligibility
provisions of Article V, the Committee will designate each individual or entity to whom SARs are to be granted and will
specify the number of shares of Common Stock covered by such grant. In addition, no Participant may be granted Corresponding SARs
(under this Plan and all other incentive stock option plans of the Company and its Affiliates) that are related to incentive stock
options which are first exercisable in any calendar year for shares of Common Stock having an aggregate Fair Market Value (determined
as of the date the related Option is granted) that exceeds $100,000.


 


8.02       Maximum
Term of SAR


 


The maximum term of a
SAR shall be determined by the Committee on the date of grant, except that no SAR shall have a term of more than ten (10) years
from the date such SAR was granted. No Corresponding SAR shall be exercisable or continue in existence after the expiration of
the Option to which the Corresponding SAR relates.


 


8.03       Exercise


 


Subject to the provisions
of this Plan and the applicable Agreement, a SAR may be exercised in whole at any time or in part from time to time at such times
and in compliance with such requirements as the Committee shall determine; provided, however, that a SAR may be exercised
only when the Fair Market Value of the Common Stock that is subject to the exercise exceeds the Initial Value of the SAR and a
Corresponding SAR may be exercised only to the extent that the related Option is exercisable. A SAR granted under this Plan may
be exercised with respect to any number of whole shares less than the full number for which the SAR could be exercised. A partial
exercise of a SAR shall not affect the right to exercise the SAR from time to time in accordance with this Plan and the applicable
Agreement with respect to the remaining shares subject to the SAR. The exercise of a Corresponding SAR shall result in the termination
of the related Option to the extent of the number of shares with respect to which the SAR is exercised.


 




    	 	-14-	 



     


    

 


8.04       Settlement


 


The amount payable to
the Participant by the Company as a result of the exercise of a SAR shall be settled in cash, by the issuance of shares of Common
Stock or by a combination thereof, as the Committee, in its sole discretion, determines and sets forth in the applicable Agreement.
No fractional share will be deliverable upon the exercise of a SAR but a cash payment will be made in lieu thereof.


 


8.05       Stockholder
Rights


 


No Participant shall,
as a result of receiving a SAR, have any rights as a stockholder of the Company or any Affiliate until the date that the SAR is
exercised and then only to the extent that the SAR is settled by the issuance of Common Stock.


 


ARTICLE IX


RESTRICTED STOCK
AWARDS


 


9.01       Award


 


Subject to the eligibility
provisions of Article V, the Committee will designate each individual or entity to whom a Restricted Stock Award is to be
granted, and will specify the number of shares of Common Stock covered by such grant and the price, if any, to be paid for each
share of Common Stock covered by the grant.


 


9.02       Payment


 


Unless the Agreement
provides otherwise, if the Participant must pay for a Restricted Stock Award, payment of the Award shall be made in cash or cash
equivalent acceptable to the Committee. If the Agreement so provides, the Committee, in its discretion and provided applicable
law so permits, may allow a Participant to pay all or part of the purchase price (a) by surrendering (actually or by attestation)
shares of Common Stock to the Company the Participant already owns and, if necessary to avoid adverse accounting consequences,
has held for at least six months, (b) by means of a “net exercise procedure” by the surrender of shares of Common Stock
to which the Participant is otherwise entitled under the Restricted Stock Award, (c) by such other medium of payment as the Committee
in its discretion shall authorize or (d) by any combination of the foregoing methods of payment. If Common Stock is used to pay
all or part of the purchase price, the sum of cash and cash equivalent and other payments and the Fair Market Value (determined
as of the day preceding the date of purchase) of the Common Stock surrendered must not be less than the purchase price of the Restricted
Stock Award. A Participant’s rights in a Restricted Stock Award may be subject to repurchase upon specified events as determined
by the Committee and set forth in the applicable Agreement.


 




    	 	-15-	 



     


    

 


9.03       Vesting


 


The Committee, on the
date of grant of the Restricted Stock Award, shall prescribe that the Restricted Stock Award will become nonforfeitable and transferable
subject to such conditions as are set forth in the applicable Agreement. Notwithstanding any provision herein to the contrary,
the Committee, in its sole discretion, may grant Restricted Stock Awards that are nonforfeitable and transferable immediately upon
grant, including without limitation Restricted Stock Awards granted in payment of earned performance awards or other incentive
compensation under the Plan or any other plans or compensatory arrangements of the Company or any Affiliate. A Restricted Stock
Award can only become nonforfeitable and transferable during the Participant’s lifetime in the hands of the Participant.


 


9.04       Maximum
Restriction Period


 


To the extent the Participant’s
rights in a Restricted Stock Award are forfeitable and nontransferable for a period of time, the Committee on the date of grant
shall determine the maximum period over which the rights may become nonforfeitable and transferable, except that such period shall
not exceed ten (10) years from the date of grant.


 


9.05       Stockholder
Rights


 


Prior to their forfeiture
(in accordance with the applicable Agreement and while the shares of Common Stock granted pursuant to the Restricted Stock Award
may be forfeited and are nontransferable), a Participant will have all rights of a stockholder with respect to a Restricted Stock
Award, including the right to receive dividends and vote the shares; provided, however, that during such period (a)
a Participant may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of shares granted pursuant to a Restricted
Stock Award, (b) the Company shall retain custody of any certificates evidencing shares granted pursuant to a Restricted Stock
Award and (c) the Participant will deliver to the Company a stock power, endorsed in blank, with respect to each Restricted Stock
Award. In lieu of retaining custody of the certificates evidencing shares granted pursuant to a Restricted Stock Award, the shares
of Common Stock granted pursuant to the Restricted Stock Award may, in the Committee’s discretion, be held in escrow by the
Company or recorded as outstanding by notation on the stock records of the Company until the Participant’s interest in such
shares of Common Stock vest. Notwithstanding the preceding sentences, but subject to Section 14.07 below, if and to the
extent deemed necessary by the Committee, dividends payable with respect to Restricted Stock Awards may accumulate (without interest)
and become payable in cash or in shares of Common Stock to the Participant at the time, and only to the extent that, the portion
of the Restricted Stock Award to which the dividends relate has become transferable and nonforfeitable. The limitations set forth
in the preceding sentences shall not apply after the shares granted under the Restricted Stock Award are transferable and are no
longer forfeitable.


 




    	 	-16-	 



     


    

 


ARTICLE X


RESTRICTED STOCK
UNITS


 


10.01     Grant


 


Subject to the eligibility
provisions of Article V, the Committee will designate each individual or entity to whom a grant of Restricted Stock Units
is to be made and will specify the number of shares covered by such grant.


 


10.02     Earning
the Award


 


The Committee, on the
date of grant of the Restricted Stock Units, shall prescribe that the Restricted Stock Units will be earned and become payable
subject to such conditions as are set forth in the applicable Agreement. Notwithstanding any provision herein to the contrary,
the Committee, in its sole discretion, may grant Restricted Stock Units in payment of earned performance awards or other incentive
compensation under the Plan or any other plans or compensatory arrangements of the Company or any Affiliate. If and to the extent
deemed appropriate by the Committee, Restricted Stock Units shall become payable upon the satisfaction of objectively determinable
performance conditions based on the criteria described in Article XV. Notwithstanding any provision herein to the contrary,
the Committee, in its sole discretion, may grant Restricted Stock Units that are earned and payable immediately upon grant.


 


10.03     Maximum
Restricted Stock Unit Award Period


 


The Committee, on
the date of grant, shall determine the maximum period over which Restricted Stock Units may be earned, except that such period
shall not exceed ten (10) years from the date of grant.


 


10.04     Payment


 


The amount payable to
the Participant by the Company when an Award of Restricted Stock Units is earned shall be settled by the issuance of one share
of Common Stock (or, as otherwise determined by the Committee and set forth in the applicable Agreement, the equivalent Fair Market
Value of one share of Common Stock in cash) for each Restricted Stock Unit that is earned. A fractional share of Common Stock shall
not be deliverable when an Award of Restricted Stock Units is earned, but a cash payment will be made in lieu thereof.


 




    	 	-17-	 



     


    

 


10.05     Stockholder
Rights


 


No Participant shall,
as a result of receiving a grant of Restricted Stock Units, have any rights as a stockholder until and then only to the extent
that the Restricted Stock Units are earned and settled in shares of Common Stock, nor shall any Participant receive Dividend Equivalents
solely as a result of receiving a grant of Restricted Stock Units. However, notwithstanding the foregoing, the Committee, in its
sole discretion, may grant Dividend Equivalents in the Agreement in connection with a grant of Restricted Stock Units. By way of
example and not limitation, such Dividend Equivalents may provide that, for so long as the Participant holds any Restricted Stock
Units, if the Company pays any cash dividends on its Common Stock, then (a) the Company may pay the Participant in cash for each
outstanding Restricted Stock Unit covered by the Agreement as of the record date of such dividend, less any required withholdings,
the per share amount of such dividend or (b) the number of outstanding Restricted Stock Units covered by the Agreement may be increased
by the number of Restricted Stock Units, rounded down to the nearest whole number, equal to (i) the product of the number of the
Participant’s outstanding Restricted Stock Units as of the record date for such dividend multiplied by the per share amount
of the dividend divided by (ii) the Fair Market Value of a share of Common Stock on the payment date of such dividend. In the event
additional Restricted Stock Units are awarded, such Restricted Stock Units shall be subject to the same terms and conditions set
forth in the Plan and the Agreement as the outstanding Restricted Stock Units with respect to which they were granted. Notwithstanding
the preceding sentences, but subject to Section 14.07, if and to the extent deemed necessary to the Committee, Dividend
Equivalents payable with respect to Restricted Stock Units may accumulate (without interest) and become payable to the Participant
at the time, and only to the extent that, the portion of the Restricted Stock Units to which the Dividend Equivalents relate has
become earned and payable. The limitations set forth in the preceding sentences shall not apply after the Restricted Stock Units
become earned and payable and shares are issued thereunder.


 


ARTICLE XI


INCENTIVE AWARDS


 


11.01     Grant


 


Subject to the eligibility
provisions of Article V, the Committee will designate each individual or entity to whom Incentive Awards are to be granted.
All Incentive Awards shall be determined exclusively by the Committee under the procedures established by the Committee.


 


11.02     Earning
the Award


 


Subject to the Plan,
the Committee, on the date of grant of an Incentive Award, shall specify in the applicable Agreement the terms and conditions which
govern the grant, including, without limitation, whether the Participant to be entitled to payment must be employed or providing
services to the Company or an Affiliate at the time the Incentive Award is to be paid. If and to the extent deemed appropriate
by the Committee, Incentive Awards shall be earned and become payable upon the satisfaction of objectively determinable performance
conditions based on the criteria described in Article XV.


 


11.03     Maximum
Incentive Award Period


 


The Committee, at the
time an Incentive Award is made, shall determine the maximum period over which the Incentive Award may be earned, except that such
period shall not exceed ten (10) years from the date of grant.


 




    	 	-18-	 



     


    

 


11.04     Payment


 


The amount payable to
the Participant by the Company when an Incentive Award is earned may be settled in cash, by the issuance of shares of Common Stock
or by a combination thereof, as the Committee, in its sole discretion, determines and sets forth in the applicable Agreement. A
fractional share of Common Stock shall not be deliverable when an Incentive Award is earned, but a cash payment will be made in
lieu thereof.


 


11.05     Stockholder
Rights


 


No Participant shall,
as a result of receiving an Incentive Award, have any rights as a stockholder of the Company or any Affiliate on account of such
Incentive Award, unless and then only to the extent that the Incentive Award is earned and settled in shares of Common Stock.


 


ARTICLE XII


OTHER STOCK-BASED
AWARDS


 


12.01     Other
Stock-Based Awards


 


The Committee is authorized,
subject to limitations under applicable law, to grant to a Participant such other Awards that may be denominated or payable in,
valued in whole or in part by reference to or otherwise based on shares of Common Stock, including, without limitation, convertible
or exchangeable securities, and other rights convertible or exchangeable into shares of Common Stock or the cash value of shares
of Common Stock. The Committee shall determine the terms and conditions of any such Other Stock-Based Awards. Unless the Committee
or the Agreement provides otherwise, Other Stock-Based Awards shall be vested, exercisable or earned and payable upon the date
of grant. Common Stock delivered pursuant to an Other Stock-Based Award in the nature of purchase rights (“Purchase Right
Award”) shall be purchased for such consideration not less than the Fair Market Value of the shares of Common Stock as
of the date the Other Stock-Based Award is granted (subject to Section 14.06 and Section 16.03 with respect to substitute
Awards), and may be paid for at such times, by such methods, and in such forms, including, without limitation, cash, shares of
Common Stock, other Awards, notes or other property, as the Committee shall determine. The maximum time period in which an Other
Stock-Based Award in the nature of purchase rights may be exercised shall be determined by the Committee on the date of grant,
except that no Other Stock-Based Award in the nature of purchase rights shall be exercisable after the expiration of ten (10) years
from the date such Other Stock-Based Award was granted.


 




    	 	-19-	 



     


    

 


12.02     Bonus
Stock and Awards in Lieu of Other Obligations


 


The Committee also is
authorized (i) to grant to a Participant shares of Common Stock as a bonus, (ii) to grant shares of Common Stock or other Awards
in lieu of other obligations of the Company or any Affiliate to pay cash or to deliver other property under this Plan or under
any other plans or compensatory arrangements of the Company or any Affiliate, (iii) to use available shares of Common Stock as
the form of payment for compensation, grants or rights earned or due under any other compensation plans or arrangements of the
Company or an Affiliate, and (iv) subject to Section 19.13, to grant as alternatives to or replacements of Awards granted
or outstanding under the Plan or any other plan or arrangement of the Company or any Affiliate, subject to such terms as shall
be determined by the Committee and the overall limitation on the number of shares of Common Stock that may be issued under the
Plan. Notwithstanding any other provision hereof, shares of Common Stock or other securities delivered to a Participant pursuant
to a purchase right granted under this Plan shall be purchased for consideration, the Fair Market Value of which shall not be less
than the Fair Market Value of such shares of Common Stock or other securities as of the date such purchase right is granted.


 


ARTICLE XIII


DIVIDEND EQUIVALENTS
AND CASH AWARDS


 


13.01     Dividend
Equivalents


 


The Committee is authorized
to grant Dividend Equivalents to a Participant which may be awarded on a free-standing basis or in connection with another Award.
Subject to Section 14.07, the Committee may provide that Dividend Equivalents shall be paid or distributed when accrued
or shall be deemed to have been reinvested in additional shares of Common Stock, other Awards or other investment vehicles, subject
to restrictions on transferability, risk of forfeiture and such other terms as the Committee may specify and set forth in the applicable
Agreement. Notwithstanding the foregoing, no Dividend Equivalents may be awarded in connection with an Option, SAR or Other Stock-Based
Award in the nature of purchase rights.


 


13.02     Cash
Awards


 


The Committee is authorized
to grant to a Participant Cash Awards. The Committee shall determine the terms and conditions of any such Cash Awards. Cash Awards
may be granted as an element of or a supplement to any other Award under the Plan or as a stand-alone Cash Award. The Committee,
on the date of grant of Cash Awards, may prescribe that the Cash Awards will be earned and become payable subject to such conditions
as are set forth in the applicable Agreement. By way of example and not of limitation, the Committee may prescribe that Cash Awards
will be earned and become payable upon (a) the satisfaction of objectively determinable performance conditions based on the criteria
described in Article XV, (b) the Participant’s completion of a specified period of employment or service with the
Company or an Affiliate, (c) the Participant’s death, Disability or Retirement or (d) satisfaction of a combination of any
of the foregoing factors. If and to the extent deemed appropriate by the Committee, Cash Awards shall become payable upon the satisfaction
of objectively determinable performance conditions based on the criteria described in Article XV. Notwithstanding any provision
herein to the contrary, the Committee, in its sole discretion, may grant Cash Awards in payment of earned performance awards and
other incentive compensation payable under the Plan or any other plans or compensatory arrangements of the Company or any Affiliate.
Unless the Committee or the Agreement provides otherwise, Cash Awards shall be vested and payable upon the date of grant.


 




    	 	-20-	 



     


    

 


ARTICLE XIV


TERMS APPLICABLE
TO ALL AWARDS


 


14.01     Written
Agreement


 


Each Award shall be evidenced
by a written or electronic Agreement (including any amendment or supplement thereto) between the Company and the Participant specifying
the terms and conditions of the Award granted to such Participant. Each Agreement should specify whether the Award is intended
to be a Non-409A Award or a 409A Award.


 


14.02     Nontransferability


 


Except as provided in
Section 14.03, each Award granted under this Plan shall be nontransferable except by will or by the laws of descent and
distribution or pursuant to the terms of a valid qualified domestic relations order. In the event of any transfer of an Option
or Corresponding SAR (by the Participant or his transferee), the Option and Corresponding SAR that relates to such Option must
be transferred to the same Person or Persons or entity or entities. Except as provided in Section 14.03, during the lifetime
of the Participant to whom the Option or SAR is granted, the Option or SAR may be exercised only by the Participant. No right or
interest of a Participant in any Award shall be liable for, or subject to, any lien, obligation, or liability of such Participant
or his transferee.


 


14.03     Transferable
Awards


 


Section 14.02
to the contrary notwithstanding, if the Agreement so provides, an Award that is not an incentive stock option or a Corresponding
SAR that relates to an incentive stock option may be transferred by a Participant to immediate family members or trusts or other
entities on behalf of the Participant and/or immediate family members or for charitable donations. Any such transfer will be permitted
only if (a) the Participant does not receive any consideration for the transfer and (b) the Committee expressly approves the transfer.
The holder of the Award transferred pursuant to this Section shall be bound by the same terms and conditions that governed the
Award during the period that it was held by the Participant; provided, however, that such transferee may not transfer
the Award except by will or the laws of descent and distribution. Unless transferred as provided in Section 9.05, a Restricted
Stock Award may not be transferred prior to becoming non-forfeitable and transferable.


 




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14.04     Participant
Status


 


If the terms of any Award
provide that it may be exercised or paid only during employment or continued service or within a specified period of time after
termination of employment or continued service, the Committee may decide to what extent leaves of absence for governmental or military
service, illness, temporary disability or other reasons shall not be deemed interruptions of continuous employment or service.
For purposes of the Plan, employment and continued service shall be deemed to exist between the Participant and the Company and/or
an Affiliate if, at the time of the determination, the Participant is a director, officer, employee, consultant or advisor of the
Company or an Affiliate. A Participant on military leave, sick leave or other bona fide leave of absence shall continue to be considered
an employee for purposes of the Plan during such leave if the period of leave does not exceed three (3) months, or, if longer,
so long as the individual’s right to re-employment with the Company or any of its Affiliates is guaranteed either by statute
or by contract. If the period of leave exceeds three (3) months, and the individual’s right to re-employment is not guaranteed
by statute or by contract, the employment shall be deemed to be terminated on the first day after the end of such three (3) month
period. Except as may otherwise be expressly provided in an Agreement, Awards granted to a director, officer, employee, consultant
or advisor shall not be affected by any change in the status of the Participant so long as the Participant continues to be a director,
officer, employee, consultant or advisor to the Company or any of its Affiliates (regardless of having changed from one to the
other or having been transferred from one entity to another). The Participant’s employment or continued service shall not
be considered interrupted in the event the Committee, in its discretion, and as specified at or prior to such occurrence, determines
there is no interruption in the case of a spin-off, sale or disposition of the Participant’s employer from the Company or
an Affiliate, except that if the Committee does not otherwise specify such at or such prior to such occurrence, the Participant
will be deemed to have a termination of employment or continuous service to the extent the Affiliate that employs the Participant
is no longer the Company or an entity that qualifies as an Affiliate. The foregoing provisions apply to a 409A Award only to the
extent Code Section 409A does not otherwise treat the Participant as continuing in service or employment or as having a separation
from service at an earlier time.


 




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14.05     Change
in Control


 


Notwithstanding any provision
of any Agreement, in the event of a Change in Control, the Committee in its discretion may (a) declare that some or all outstanding
Options, SARs and Other Stock-Based Awards in the nature of purchase rights previously granted under the Plan, whether or not then
exercisable, shall terminate on the Control Change Date without any payment to the holder of the Options, SARs and Other Stock-Based
Awards in the nature of purchase rights, provided the Committee gives prior written notice to the holders of such termination and
gives such holders the right to exercise their outstanding Options, SARs and Other Stock-Based Awards in the nature of purchase
rights for at least seven (7) days before such date to the extent then exercisable (or to the extent such Options, SARs or Other
Stock-Based Awards in the nature of purchase rights would have become exercisable as of the Control Change Date), (b) terminate
on the Control Change Date outstanding Restricted Stock Awards, Restricted Stock Units, Incentive Awards, Other Stock-Based Awards
not in the nature of purchase rights and Dividend Equivalents previously granted under the Plan that are not then nonforfeitable
and transferable or earned and payable (and that will not become nonforfeitable and transferable or earned and payable as of the
Control Change Date) without any payment to the holder of the Restricted Stock Award, Restricted Stock Units, Incentive Awards,
Other Stock-Based Awards not in the nature of purchase rights and Dividend Equivalents, other than the return, if any, of the purchase
price of any such Awards, (c) terminate on the Control Change Date some or all outstanding Options, SARs and Other Stock-Based
Awards in the nature of purchase rights previously granted under the Plan, whether or not then exercisable, in consideration of
payment to the holder of the Options, SARs and Other Stock-Based Awards in the nature of purchase rights, with respect to each
share of Common Stock for which the Options, SARs and Other Stock-Based Awards in the nature of purchase rights are then exercisable
(or that will become exercisable as of the Control Change Date), of the excess, if any, of the Fair Market Value on such date of
the Common Stock subject to such portion of the Options, SARs and Other Stock-Based Awards in the nature of purchase rights over
the purchase price or Initial Value, as applicable (provided that any portion of such Options, SARs and Other Stock-Based Awards
in the nature of purchase rights that are not then exercisable and will not become exercisable on the Control Change Date, and
Options, SARs and Other Stock-Based Awards in the nature of purchase rights with respect to which the Fair Market Value of the
Common Stock subject to the Options, SARs and Other Stock-Based Awards in the nature of purchase rights does not exceed the purchase
price or Initial Value, as applicable, shall be cancelled without any payment therefor), (d) terminate on the Control Change Date
outstanding Restricted Stock Awards, Restricted Stock Units, Incentive Awards, Other Stock-Based Awards not in the nature of purchase
rights and Divided Equivalents previously granted under the Plan that will become nonforfeitable and transferable or earned and
payable as of the Control Change Date (or that previously became nonforfeitable and transferable or earned and payable but have
not yet been settled as of the Control Change Date) in exchange for a payment equal to the excess of the Fair Market Value of the
shares of Common Stock subject to such Awards, or the amount of cash payable under the Awards, over any unpaid purchase price,
if any, for such Awards (provided that any portion of such Awards that are not then nonforfeitable and transferable or earned and
payable as of the Control Change Date (and that will not become nonforfeitable and transferable or earned and payable as of the
Control Change Date) shall be cancelled without any payment therefor), or (e) take such other actions as the Committee determines
to be reasonable under the circumstances to permit the Participant to realize the value of the outstanding Awards (which Fair Market
Value for purposes of Awards that are not then exercisable, nonforfeitable and transferable or earned and payable as of the Control
Change Date (and that will not become exercisable, nonforfeitable and transferable or earned and payable as of the Control Change
Date) or with respect to which the Fair Market Value of the Common Stock subject to the Awards does not exceed the purchase price
or Initial Value, as applicable, shall be deemed to be zero). The payments described above may be made in any manner the Committee
determines, including in cash, stock or other property. The Committee may take the actions described above with respect to Awards
that are not then exercisable, nonforfeitable and transferable or earned and payable or with respect to which the Fair Market Value
of the Common Stock subject to the Awards does not exceed the purchase price or Initial Value, as applicable, whether or not the
Participant will receive any payments therefor. The Committee in its discretion may take any of the actions described in this Section
14.05 contingent on consummation of the Change in Control and with respect to some or all outstanding Awards, whether or not
then exercisable, nonforfeitable and transferable or earned and payable or on an Award-by-Award basis, which actions need not be
uniform with respect to all outstanding Awards or Participants. However, outstanding Awards shall not be terminated to the extent
that written provision is made for their continuance, assumption or substitution by the Company or a successor employer or its
parent or subsidiary in connection with the Change in Control except as otherwise provided in the applicable Agreement.


 




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14.06     Stand-Alone,
Additional, Tandem and Substitute Awards


 


Subject to Section
19.13, Awards granted under the Plan may, in the discretion of the Committee, be granted either alone or in addition to, in
tandem with or in substitution or exchange for, any other Award or any Award granted under another plan of the Company or any Affiliate
or any entity acquired by the Company or any Affiliate or any other right of a Participant to receive payment from the Company
or any Affiliate; provided, however, that a 409A Award may not be granted in tandem with a Non-409A Award. Awards
granted in addition to or in tandem with another Award or Awards may be granted either at the same time as or at a different time
from the grant of such other Award or Awards. Subject to applicable law and the restrictions on 409A Awards and repricings in Section
19.13, the Committee may determine that, in granting a new Award, the in-the-money value or Fair Market Value of any surrendered
Award or Awards or the value of any other right to payment surrendered by the Participant may be applied, or otherwise taken into
account with respect, to any other new Award or Awards.


 


14.07     Form
and Timing of Payment; Deferrals


 


Subject to the terms
of the Plan and any applicable Agreement, payments to be made by the Company or an Affiliate upon the exercise of an Option, SAR
or Other Stock-Based Award in the nature of purchase rights or settlement of any other Award may be made in such form as the Committee
may determine and set forth in the applicable Agreement, including, without limitation, cash, shares of Common Stock, other Awards
or other property and may be made in a single payment or transfer, in installments or on a deferred basis. The settlement of an
Award may be accelerated, and cash paid in lieu of shares of Common Stock in connection with such settlement, in the discretion
of the Committee or upon the occurrence of one or more specified events set forth in the applicable Agreement (and to the extent
permitted by the Plan and Code Section 409A). Subject to the Plan, installment or deferred payments may be required by the Committee
or permitted at the election of the Participant on the terms and conditions established by the Committee. Payments may include,
without limitation, provisions for the payment or crediting of reasonable interest on installments or deferred payments or the
grant or crediting of Dividend Equivalents or other amounts in respect of installment or deferred payments denominated in shares
of Common Stock. In the case of any 409A Award that is vested and no longer subject to a substantial risk of forfeiture (within
the meaning of Code Section 83 and Code Section 409A), such Award may be distributed to the Participant, upon application of the
Participant to the Committee, if the Participant has an unforeseeable emergency within the meaning of Code Section 409A, if determined
by the Committee and set forth in the applicable Agreement. Notwithstanding any other provision of the Plan, however, no dividends
payable with respect to an Award or Dividend Equivalents may be paid in connection with any Awards or Dividend Equivalents that
are to become nonforfeitable and transferable or earned and payable based upon performance conditions unless and until the performance
conditions are satisfied, and, if determined by the Committee and set forth in the applicable Agreement, any such dividends and
Dividend Equivalents will accumulate (without interest) and become payable to the Participant at the time, and only to the extent
that, the applicable Awards or Dividend Equivalents have become non-forfeitable and transferable or earned and payable upon satisfaction
of the relevant performance conditions.


 




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14.08     Time
and Method of Exercise


 


The Committee shall determine
and set forth in the applicable Agreement the time or times at which Awards granted under the Plan may be exercised or settled
in whole or in part and shall set forth in the applicable Agreement the rules regarding the exercise, settlement and/or termination
of Awards upon the Participant’s death, Disability, termination of employment or other service or ceasing to be a director.
Unless the Agreement provides otherwise, an Award may be exercised by delivering notice to the Company’s principal office,
to the attention of its Secretary (or the Secretary’s designee) no less than one (1) business day in advance of the effective
date of the proposed exercise. Such notice shall be accompanied by the applicable Agreement, shall specify the number of shares
of Common Stock with respect to which the Award is being exercised and the effective date of the proposed exercise and shall be
signed by the Participant or other person then having the right to exercise the Award. Such notice may be withdrawn at any time
prior to the close of business on the business day immediately preceding the effective date of the proposed exercise. Unless the
Committee otherwise permits through the applicable Agreement or otherwise, no partial exercise of an Award shall be for an aggregate
exercise or purchase price or a base value of less than One Thousand Dollars ($1,000). Notwithstanding any other provision of the
Plan, however, if an Award is to become exercisable, nonforfeitable and transferable or earned and payable on the completion of
a specified period of employment or service with the Company or any Affiliate, without the achievement of any performance conditions
being required, and the Award is not being granted in lieu of any other cash compensation the Participant is to receive that would
be payable over a shorter period of time, then unless the applicable Agreement provides otherwise, the Award shall become exercisable,
non-forfeitable and transferable or earned and payable with respect to twenty-five percent (25%) of the underlying shares of Common
Stock (or any amounts payable thereunder for Awards denoted in dollars) on each of the first, second, third and fourth anniversaries
of the date of grant (subject to acceleration of vesting, to the extent permitted by the Plan and the Committee, in the event of
a Change in Control or the Participant’s death, Disability, Retirement or involuntary termination of employment or service
(including a voluntary termination of employment or service for good reason). Notwithstanding any provision of the Plan providing
for the maximum term of an Award, in the event any Award would expire prior to exercise, vesting or settlement because trading
in shares of Common Stock is prohibited by law or by any insider trading policy of the Company, the term of the Award shall automatically
be extended until thirty (30) days after the expiration of any such prohibitions to permit the Participant to realize the value
of the Award, provided such extension with respect to the applicable Award (a) is permitted by law, (b) does not result in a violation
of Code Section 409A with respect to the Award and (c) does not otherwise adversely impact the tax consequences of the Award (such
as for incentive stock options and related Awards). An Agreement may provide that the Award will be automatically, and without
any action by the Participant, deemed exercised, by means of a “net exercise” procedure, immediately prior to the expiration
of the Award if the then Fair Market Value of the underlying shares of Common Stock at that time exceeds the exercise or purchase
price or base value of the Award, in order to permit the Participant to realize the value of the Award. With respect to an Option
and its Corresponding SAR, the Agreement may provide which Award will be deemed exercised. If the Agreement does not so provide,
the Option shall be deemed exercised and the Corresponding SAR shall expire unexercised.


 




    	 	-25-	 



     


    

 


14.09     Non
U. S. Participants


 


The Committee may grant
Awards to Participants located outside of the United States of America. Notwithstanding any other provision of the Plan (other
than the limitations of Section 6.02 and Section 19.13) the terms of such Awards shall be as the Committee, in its
sole discretion, determines as appropriate and permitted under the law that applies to any Award granted to Participants located
outside of the United States of America.


 


ARTICLE XV


PERFORMANCE-BASED
COMPENSATION


 


15.01     Performance
Conditions


 


In accordance with the
Plan, the Committee may prescribe that Awards will become exercisable, nonforfeitable and transferable, and earned and payable,
based on objectively determinable performance conditions. Objectively determinable performance conditions are performance conditions
(i) that are established in writing and (ii) that are uncertain of achievement at the time they are established. The performance
conditions may be stated with respect to (a) revenue, (b) earnings before interest, taxes, depreciation and amortization (“EBITDA”),
(c) cash earnings (earnings before amortization of intangibles), (d) operating income, (e) pre-or after-tax income, (f) earnings
per share, (g) net cash flow, (h) net cash flow per share, (i) net earnings, (j) return on equity, (k) return on total capital,
(l) return on sales, (m) return on net assets employed, (n) return on assets or net assets, (o) share price performance, (p) total
shareholder return, (q) improvement in or attainment of expense levels, (r) improvement in or attainment of working capital levels,
(s) net sales, (t) revenue growth or product revenue growth, (u) operating income (before or after taxes), (v) pre-or after-tax
income (before or after allocation of corporate overhead and bonus), (w) earnings per share; (x) return on equity, (y) appreciation
in and/or maintenance of the price of the shares of Common, (z) market share, (aa) gross profits, (bb) comparisons with various
stock market indices; (cc) reductions in cost, (dd) cash flow or cash flow per share (before or after dividends), (ee) return on
capital (including return on total capital or return on invested capital), (ff) cash flow return on investments; (gg) improvement
in or attainment of expense levels or working capital levels, (hh) shareholder equity or (ii) other criteria selected by the Committee.
Any performance goals that are financial metrics may be determined in accordance with United States Generally Accepted Accounting
Principles (“GAAP”) or may be adjusted when established to include or exclude any items otherwise includable
or excludable under GAAP. The business criteria above, may be related to a specific customer or group of customers or products
or geographic region. The form of the performance conditions may be measured on a Company, Affiliate, product, division, business
unit, service line, segment or geographic basis, individually, alternatively or in any combination, subset or component thereof.
Performance goals may include one or more of the foregoing business criteria, either individually, alternatively or any combination,
subset or component. Performance goals may reflect absolute performance or a relative comparison of the performance to the performance
of a peer group or index or other external measure of the selected business criteria. Profits, earnings and revenues used for any
performance condition measurement may exclude any extraordinary or non-recurring items. The performance conditions may, but need
not, be based upon an increase or positive result under the aforementioned business criteria and could include, for example and
not by way of limitation, maintaining the status quo or limiting the economic losses (measured, in each case, by reference to the
specific business criteria). The performance conditions may not include solely the mere continued employment of the Participant.
However, the Award may become exercisable, nonforfeitable and transferable or earned and payable contingent on the Participant’s
continued employment or service, and/or employment or service at the time the Award becomes exercisable, nonforfeitable and transferable
or earned and payable, in addition to the performance conditions described above. The Committee shall have the sole discretion
to select one or more periods of time over which the attainment of one or more of the foregoing performance conditions will be
measured for the purpose of determining a Participant’s right to, and the settlement of, an Award that will become exercisable,
nonforfeitable and transferable or earned and payable based on performance conditions.


 




    	 	-26-	 



     


    

 


15.02     Establishing
the Amount of the Award


 


The Committee may, in
its sole discretion, reduce the amount of the Award that will become exercisable, nonforfeitable and transferable or earned and
payable, as applicable, if the Committee determines that such reduction is appropriate under the facts and circumstances. In no
event shall the Committee have the discretion to increase the amount of the Award that will become exercisable, nonforfeitable
and transferable or earned and payable.


 


15.03     Earning
the Award


 


In determining if the
performance conditions have been achieved, the Committee may adjust the performance targets in the event of any unbudgeted acquisition,
divestiture or other unexpected fundamental change in the business of the Company, an Affiliate or business unit or in any product
that is material taken as a whole as appropriate to fairly and equitably determine if the Award is to become exercisable, nonforfeitable
and transferable or earned and payable only pursuant to the conditions set forth in the Award. Additionally, in determining if
such performance conditions have been achieved, the Committee also may adjust the performance targets in the event of any (a) unanticipated
asset write-downs or impairment charges, (b) litigation or claim judgments or settlements thereof, (c) changes in tax laws, accounting
principles or other laws or provisions affecting reported results, (d) costs and accruals for reorganization or restructuring programs,
or extraordinary, unusual, infrequently occurring or non-recurring, (e) acquisitions or dispositions or (f) foreign exchange gains
or losses.


 


ARTICLE XVI


ADJUSTMENT UPON
CHANGE IN COMMON STOCK


 


16.01     General
Adjustments


 


The maximum number of
shares of Common Stock that may be issued pursuant to Awards, the terms of outstanding Awards and the per individual limitations
on the number of shares of Common Stock that may be issued pursuant to Awards shall be adjusted as the Committee shall determine
to be equitably required in the event (a) there occurs a reorganization, recapitalization, stock split, spin-off, split-off, stock
dividend, issuance of stock rights, combination of shares, merger, consolidation or distribution (stock or cash) to stockholders
other than an ordinary cash dividend; (b) the Company engages in a transaction Code Section 424 describes; or (c) there occurs
any other transaction or event which, in the judgment of the Board, necessitates such action. In that respect, the Committee shall
make such adjustments as are necessary in the number or kind of shares of Common Stock or securities which are subject to the Award,
the exercise price or Initial Value of the Award and such other adjustments as are appropriate in the discretion of the Committee.
Such adjustments may provide for the elimination of fractional shares that might otherwise be subject to Awards without any payment
therefor. Notwithstanding the foregoing, the conversion of one or more outstanding shares of preferred stock or convertible debentures
that the Company may issue from time to time into Common Stock shall not in and of itself require any adjustment under this Article
XVI. In addition, the Committee may make such other adjustments to the terms of any Awards to the extent equitable and necessary
to prevent an enlargement or dilution of the Participant’s rights thereunder as a result of any such event or similar transaction.
Any determination made under this Article XVI by the Committee shall be final and conclusive.


 




    	 	-27-	 



     


    

 


16.02     No
Adjustments


 


The issuance by the Company
of stock of any class, or securities convertible into stock of any class, for cash or property, or for labor or services, either
upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of stock or obligations of
the Company convertible into such stock or other securities, shall not affect, and no adjustment by reason thereof shall be made
with respect to, the maximum number of shares that may be issued pursuant to Awards, the per individual limitations on the number
of shares that may be issued pursuant to Awards or the terms of outstanding Awards.


 


16.03     Substitute
Awards


 


The Committee may grant
Awards in substitution for Options, SARs, Restricted Stock Awards, Restricted Stock Units, Incentive Awards or similar Awards held
by an individual who becomes an employee of the Company or an Affiliate in connection with a transaction described in Section
16.01. Notwithstanding any provision of the Plan (other than the limitation of Section 6.02), the terms of such substituted
Awards shall be as the Committee, in its discretion, determines is appropriate.


 


16.04     Limitation
on Adjustments


 


Notwithstanding the foregoing,
no adjustment hereunder shall be authorized or made if and to the extent the existence of such authority or action (a) would cause
a Non-409A Award to be subject to Code Section 409A, (b) would violate Code Section 409A for a 409A Award, (c) would cause a modification
of an incentive stock option under Code Section 424 and loss of treatment as an incentive stock option or (d) would adversely affect
any exemption under Rule 16b-3 of the Exchange Act, unless the Committee determines that such adjustment is necessary and specifically
acknowledges that the adjustment will be made notwithstanding any such result.


 




    	 	-28-	 



     


    

 


ARTICLE XVII


COMPLIANCE WITH
LAW AND APPROVAL OF REGULATORY BODIES


 


17.01     Compliance


 


No Option or SAR shall
be exercisable, no Restricted Stock Award, Restricted Stock Unit, Incentive Award, Other Stock-Based Award, Dividend Equivalents
or Cash Awards shall be granted or settled, no shares of Common Stock shall be issued, no certificates for shares of Common Stock
shall be delivered and no payment shall be made under this Plan except in compliance with all applicable federal and state laws
and regulations (including, without limitation, withholding tax requirements), any listing agreement to which the Company is a
party and the rules of all domestic stock exchanges on which the Company’s shares may be listed. The Company shall have the
right to rely on an opinion of its counsel as to such compliance. Any stock certificate evidencing shares of Common Stock issued
pursuant to an Award may bear such legends and statements as the Committee may deem advisable to assure compliance with federal
and state laws and regulations and to reflect any other restrictions applicable to such shares as the Committee otherwise deems
appropriate. No Option or SAR shall be exercisable, no Restricted Stock Award, Restricted Stock Unit, Incentive Award, Other Stock-Based
Award, Dividend Equivalents or Cash Awards shall be granted or settled, no shares of Common Stock shall be issued, no certificate
for shares of Common Stock shall be delivered and no payment shall be made under this Plan until the Company has obtained such
consent or approval as the Committee may deem advisable from regulatory bodies having jurisdiction over such matters.


 


17.02     Postponement
of Exercise or Payment


 


The Committee may postpone
any grant, exercise, vesting or payment of an Award for such time as the Committee in its sole discretion may deem necessary in
order to permit the Company (a) to effect, amend or maintain any necessary registration of the Plan or the shares of Common Stock
issuable pursuant to the Award under the securities laws; (b) to take any action in order to (i) list such shares of Common Stock
or other shares of stock of the Company on a stock exchange if shares of Common Stock or other shares of stock of the Company are
not then listed on such exchange or (ii) comply with restrictions or regulations incident to the maintenance of a public market
for its shares of Common Stock or other shares of stock of the Company, including any rules or regulations of any stock exchange
on which the shares of Common Stock or other shares of stock of the Company are listed; (c) to determine that such shares of Common
Stock in the Plan are exempt from such registration or that no action of the kind referred to in (b)(ii) above needs to be taken;
(d) to comply with any other applicable law, including without limitation, securities laws; (e) to comply with any legal or contractual
requirements during any such time the Company or any Affiliate is prohibited from doing any of such acts under applicable law,
including without limitation, during the course of an investigation of the Company or any Affiliate, or under any contract, loan
agreement or covenant or other agreement to which the Company or any Affiliate is a party or (f) to otherwise comply with any prohibition
on such acts or payments during any applicable blackout period; and the Company shall not be obligated by virtue of any terms and
conditions of any Agreement or any provision of the Plan to recognize the grant, exercise, vesting or payment of an Award or to
grant, sell or issue shares of Common Stock or make any such payments in violation of the securities laws or the laws of any government
having jurisdiction thereof or any of the provisions hereof. Any such postponement shall not extend the term of the Award and neither
the Company nor its directors and officers nor the Committee shall have any obligation or liability to any Participant or to any
other person with respect to shares of Common Stock or payments as to which the Award shall lapse because of such postponement.


 




    	 	-29-	 



     


    

 


Additionally, the Committee
may postpone any grant, exercise vesting or payment of an Award if the Company reasonably believes the Company's or any applicable
Affiliate's deduction with respect to such Award would be limited or eliminated by application of Code Section 162(m) to the extent
permitted by Code Section 409A; provided, however, that such delay will last only until the earliest date at which
the Company reasonably anticipates that the deduction with respect to the Award will not be limited or eliminated by the application
of Code Section 162(m).


 


17.03     Forfeiture
or Reimbursement


 


A Participant shall be
required to forfeit any and all rights under Awards or to reimburse the Company for any payment under any Award (with interest
as necessary to avoid imputed interest or original issue discount under the Code or as otherwise required by applicable law) to
the extent applicable law or any applicable claw-back or recoupment policy of the Company or any of its Affiliates requires such
forfeiture or reimbursement.


 


ARTICLE XVIII


LIMITATION ON
BENEFITS


 


Despite any other provisions
of this Plan to the contrary, if the receipt of any payments or benefits under this Plan would subject a Participant to tax under
Code Section 4999, the Committee may determine whether some amount of payments or benefits would meet the definition of a “Reduced
Amount.” If the Committee determines that there is a Reduced Amount, the total payments or benefits to the Participant under
all Awards must be reduced to such Reduced Amount, but not below zero. It is the intention of the Company and the Participant to
reduce the payments under this Plan only if the aggregate Net After Tax Receipts to the Participant would thereby be increased.
If the Committee determines that the benefits and payments must be reduced to the Reduced Amount, the Company must promptly notify
the Participant of that determination, with a copy of the detailed calculations by the Committee. All determinations of the Committee
under this Article XVIII are final, conclusive and binding upon the Company and the Participant. As result of the uncertainty
in the application of Code Section 4999 at the time of the initial determination by the Committee under this Article XVIII,
however, it is possible that amounts will have been paid under the Plan to or for the benefit of a Participant which should not
have been so paid (“Overpayment”) or that additional amounts which will not have been paid under the Plan to
or for the benefit of a Participant could have been so paid (“Underpayment”), in each case consistent with the
calculation of the Reduced Amount. If the Committee, based either upon the assertion of a deficiency by the Internal Revenue Service
against the Company or the Participant, which the Committee believes has a high probability of success, or controlling precedent
or other substantial authority, determines that an Overpayment has been made, any such Overpayment must be treated for all purposes
as a loan, to the extent permitted by applicable law, which the Participant must repay to the Company together with interest at
the applicable federal rate under Code Section 7872(f)(2); provided, however, that no such loan may be deemed to
have been made and no amount shall be payable by the Participant to the Company if and to the extent such deemed loan and payment
would not either reduce the amount on which the Participant is subject to tax under Code Sections 1, 3101 or 4999 or generate a
refund of such taxes. If the Committee, based upon controlling precedent or other substantial authority, determines that an Underpayment
has occurred, the Committee must promptly notify the Company of the amount of the Underpayment, which then shall be paid promptly
to the Participant but no later than the end of the Participant’s taxable year next following the Participant’s taxable
year in which the determination is made that the Underpayment has occurred. For purposes of this Section, (a) “Net After
Tax Receipt” means the Present Value of a payment under this Plan net of all taxes imposed on Participant with respect
thereto under Code Sections 1, 3101 and 4999, determined by applying the highest marginal rate under Code Section 1 which applies
to the Participant’s taxable income for the applicable taxable year; (b) “Present Value” means the value
determined in accordance with Code Section 280G(d)(4); and (c) “Reduced Amount” means the smallest aggregate
amount of all payments and benefits under this Plan which (i) is less than the sum of all payments and benefits under this Plan
and (ii) results in aggregate Net After Tax Receipts which are equal to or greater than the Net After Tax Receipts which would
result if the aggregate payments and benefits under this Plan were any other amount less than the sum of all payments and benefits
to be made under this Plan.


 




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ARTICLE XIX


GENERAL PROVISIONS


 


19.01     Effect
on Employment and Service


 


Neither the adoption
of this Plan, its operation nor any documents describing or referring to this Plan (or any part thereof), shall confer upon any
individual or entity any right to continue in the employ or service of the Company or an Affiliate or in any way affect any right
and power of the Company or an Affiliate to terminate the employment or service of any individual or entity at any time with or
without assigning a reason therefor.


 


19.02     Unfunded
Plan


 


This Plan, insofar as
it provides for Awards, shall be unfunded, and the Company shall not be required to segregate any assets that may at any time be
represented by Awards under this Plan. Any liability of the Company to any Person with respect to any Award under this Plan shall
be based solely upon any contractual obligations that may be created pursuant to this Plan. No such obligation of the Company shall
be deemed to be secured by any pledge of, or other encumbrance on, any property of the Company.


 


19.03     Rules
of Construction


 


Headings are given to
the articles and sections of this Plan solely as a convenience to facilitate reference. The reference to any statute, regulation
or other provision of law shall be construed to refer to any amendment to or successor of such provision of law.


 




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19.04     Tax
Withholding and Reporting


 


Unless an Agreement provides
otherwise, each Participant shall be responsible for satisfying in cash or cash equivalent any income and employment (including,
without limitation, Social Security and Medicare) tax withholding obligations, if applicable, attributable to participation in
the Plan and the grant, exercise, vesting or payment of Awards granted hereunder (including the making of a Code Section 83(b)
election with respect to an Award). In accordance with procedures that the Committee establishes, the Committee, to the extent
applicable law permits and only to the extent using shares of Common Stock to pay applicable withholdings would not cause adverse
accounting consequences, may allow a Participant to pay any such applicable amounts (a) by surrendering (actually or by attestation)
shares of Common Stock that the Participant already owns; (b) by a cashless exercise, or surrender of shares of Common Stock already
owned, through a broker; (c) by means of a “net exercise” procedure by the surrender of shares of Common Stock to which
the Participant is otherwise entitled under the Award; (d) by such other medium of payment as the Committee, in its discretion,
shall authorize; or (e) by any combination of the aforementioned methods of payment. The Company shall comply with all such reporting
and other requirements relating to the administration of this Plan and the grant, exercise, vesting or payment of any Award hereunder
as applicable law requires.


 


19.05     Code
Section 83(b) Election


 


The Committee must approve
in advance whether a Participant may make an election under Code Section 83(b) with respect to any Award (to include in gross income
in the year of transfer the amounts specified in Code Section 83(b)) or under similar laws may be made. In any case in which a
Participant is permitted to make such an election in connection with an Award, the Participant shall notify the Company of such
election within ten (10) days of filing notice of the election with the Internal Revenue Service or other governmental authority,
in addition to any filing and notification required pursuant to regulations issued under Code Section 83(b) or other applicable
provisions.


 


19.06     Reservation
of Shares


 


The Company, during the
term of this Plan, shall at all time reserve and keep available such number of shares of Common Stock as shall be sufficient to
satisfy the requirements of the Plan. Additionally, the Company, during the term of this Plan, shall use its best efforts to seek
to obtain from appropriate regulatory agencies any requisite authorizations needed in order to issue and to sell such number of
shares of Common Stock as shall be sufficient to satisfy the requirements of the Plan. However, the inability of the Company to
obtain from any such regulatory agency the requisite authorizations the Company’s counsel deems to be necessary for the lawful
issuance and sale of any shares of Common Stock hereunder, or the inability of the Company to confirm to its satisfaction that
any issuance and sale of any shares of Common Stock hereunder will meet applicable legal requirements, shall relieve the Company
of any liability in respect to the failure to issue or to sell such shares of Common Stock as to which such requisite authority
shall not have been obtained.


 




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19.07     Governing
Law


 


This Plan and all Awards
granted hereunder shall be governed by the laws of the State of Delaware, except to the extent federal law applies.


 


19.08     Other
Actions


 


Nothing in the Plan shall
be construed to limit the authority of the Company to exercise its corporate rights and powers, including, by way of illustration
and not by way of limitation, the right to grant Options, SARs, Restricted Stock Awards, Restricted Stock Units, Incentive Awards,
Other Stock-Based Awards or Dividend Equivalents for proper corporate purposes otherwise than under the Plan to any employee or
to any other Person, firm, corporation, association or other entity, or to grant Options, SARs, Restricted Stock Awards, or Restricted
Stock Units, Incentive Awards, Other Stock-Based Awards or Dividend Equivalents to, or assume such Awards of any Person in connection
with, the acquisition, purchase, lease, merger, consolidation, reorganization or otherwise, of all or any part of the business
and assets of any Person, firm, corporation, association or other entity.


 


19.09     Repurchase
of Common Stock


 


Subject to Section
19.13, the Company or its designee may have the option and right to purchase any Award or any shares of Common Stock issued
pursuant to any Award in accordance with the terms and conditions set forth in the applicable Agreement. However, shares of Common
Stock repurchased pursuant to an Agreement will still be deemed issued pursuant to the Plan and will not be available for issuance
pursuant to future Awards under the Plan (not counting for this purpose any shares of Common Stock repurchased in connection with
the lapse or forfeiture of any Restricted Stock Award).


 


19.10     Other
Conditions


 


The Committee, in its
discretion, may require the Participant on or before the date of grant, exercise, payment or settlement of an Award to enter into
(a) a confidentiality, non-solicitation, non-competition, non-disparagement or other similar agreement with the Company or any
Affiliate, which may become effective on the date of termination of employment or service of the Participant with the Company or
any Affiliate or any other date the Committee may specify and shall contain such terms and conditions as the Committee shall otherwise
specify, (b) an agreement to cancel any other employment agreement, service agreement, fringe benefit or compensation arrangement
in effect between the Company or any Affiliate and such Participant and/or (c) a shareholders' agreement with respect to shares
of Common Stock to be issued pursuant to the Award. If the Participant should fail to enter into any such agreement at the Committee's
request, then no Award shall be granted, exercised, paid or settled and the number of shares of Common Stock that would have been
subject to such Award, if any, shall be added to the remaining shares of Common Stock available under the Plan. In the event the
Participant should enter into any such confidentiality, non-solicitation, non-competition, non-disparagement or other similar agreement
with the Company or any Affiliate, as a condition to the grant, exercise, payment or settlement of the Award, and the Participant
subsequently breach or violate any provision of such agreement, then the Participant shall forfeit any and all further rights under
such Award and the Clawback Requirement shall be triggered.


 




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19.11     Forfeiture
Provisions


 


Notwithstanding any other
provisions of the Plan or any Agreement, all rights to any Award that a Participant has will be immediately discontinued and forfeited,
and the Company shall not have any further obligation hereunder to the Participant with respect to any Award and the Award will
not be exercisable (whether or not previously exercisable) or become vested or payable on and after the time the Participant is
discharged from employment or service with the Company or any Affiliate for Cause.


 


19.12     Legends;
Payment of Expenses


 


The Company may endorse
such legend or legends upon the certificates for shares of Common Stock issued upon the grant or exercise of an Award and may issue
such "stop transfer" instructions to its transfer agent in respect of such shares as it determines, in its sole discretion,
to be necessary or appropriate to (a) prevent a violation of, or to perfect an exemption from, the registration requirements under
the Exchange Act, applicable state securities laws or other requirements, (b) implement the provisions of the Plan or any Agreement
between the Company and the Participant with respect to such shares of Common Stock, (c) permit the Company to determine the occurrence
of a “disqualifying disposition” as described in Code Section 421(b) of the shares of Common Stock transferred upon
the exercise of an incentive stock option granted under the Plan or (d) as may be appropriate to continue an Award’s exemption
or compliance with Code Section 409A. The Company shall pay all issuance taxes with respect to the issuance of shares of Common
Stock upon the grant or exercise of the Award, as well as all fees and expenses incurred by the Company in connection with such
issuance.


 


19.13     Repricing
of Awards


 


Notwithstanding any other
provisions of this Plan, except for adjustments pursuant to Article XVI or to the extent approved by the Company’s
stockholders and consistent with the rules of any stock exchange on which the Company’s securities are traded, this Plan
does not permit (a) any decrease in the exercise or purchase price or base value or Initial Value of any outstanding Awards, (b)
the issuance of any replacement Options, SARs or Other Stock-Based Awards in the nature of purchase rights which shall be deemed
to occur if a Participant agrees to forfeit an existing Option, SAR or Other Stock-Based Award in the nature of purchase rights
in exchange for a new Option, SAR or Other Stock-Based Award in the nature of purchase rights with a lower exercise or purchase
price or base value or Initial Value, (c) the Company to repurchase underwater or out-of-the-money Options, SARs or Other Stock-Based
Awards in the nature of purchase rights, which shall be deemed to be those Options, SARs or Other Stock-Based Awards in the nature
of purchase rights with exercise or purchase prices or base values in excess of the current Fair Market Value of the shares of
Common Stock underlying the Option, SAR or Other Stock-Based Award in the nature of purchase rights, (d) the issuance of any replacement
or substitute Awards or the payment of cash in exchange for, or in substitution of, underwater or out-of-the-money Options, SARs
or Other Stock-Based Awards in the nature of purchase rights, (e) the Company to repurchase any Award if the Award has not become
exercisable, vested or payable prior to the repurchase or (f) any other action that is treated as a repricing under generally accepted
accounting principles.


 




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19.14     Right
of Setoff


 


The Company or an Affiliate
may, to the extent permitted by applicable law, deduct from and setoff against any amounts the Company or Affiliate may owe the
Participant from time to time, including amounts payable in connection with any Award, owed as wages, fringe benefits or other
compensation owed to the Participant, such amounts as may be owed by the Participant to the Company or Affiliate, including but
not limited to any amounts owed under the Plan, although the Participant shall remain liable for any part of the Participant’s
obligation not satisfied through such deduction and setoff. By accepting any Award granted hereunder, the Participant agrees to
any deduction or setoff hereunder.


 


19.15     Fractional
Shares


 


No fractional shares
of Common Stock shall be issued or delivered pursuant to the Plan or any Award. The Committee shall determine whether cash, other
Awards or other property shall be issued or paid in lieu of such fractional shares or whether such fractional shares or any rights
thereof shall be forfeited or otherwise eliminated.


 


19.16     Compensation
Recoupment Policy


 


Notwithstanding any other
provision of this Plan or any Agreement to the contrary, any Award received by the Participant and/or shares of Common Stock issued
and/or cash paid hereunder, and/or any amount received with respect to any sale of any such shares of Common Stock, shall be subject
to potential cancellation, recoupment, rescission, payback or other action in accordance with the terms of the Company’s
Compensation Recoupment Policy, as it may be amended from time to time. By acceptance of the Award, the Participant agrees and
consents to the Company’s application, implementation and enforcement of (a) the Compensation Recoupment Policy or any similar
policy established by the Company or any Affiliate that may apply to the Participant and (b) any provision of applicable law relating
to cancellation, rescission, payback or recoupment of compensation, and expressly agrees that the Company may take such actions
as are necessary to effectuate the Compensation Recoupment Policy, any similar policy (as applicable to the Participant) or applicable
law without further consent or action being required by the Participant. To the extent that the terms of this Plan or any Agreement
and the Compensation Recoupment Policy or any similar policy conflict, then the terms of such policy shall prevail.


 


ARTICLE XX


CLAIMS PROCEDURES


 


20.01     Initial
Claim


 


If a Participant has
exercised an Option or SAR or if shares of Restricted Stock have become vested or Restricted Stock Units, Incentive Awards, Other
Stock-Based Awards or Dividend Equivalents have become payable, and the Participant has not received the benefits to which the
Participant believes he or she is entitled under such Award, then the Participant must submit a written claim for such benefits
to the Committee within ninety (90) days of the date the Participant tried to exercise the Option or SAR, the date the Participant
contends the Restricted Stock vested or the date the Participant contends the Restricted Stock Units, Incentive Awards, Other Stock-Based
Awards or Dividend Equivalents became payable or the claim will be forever barred.


 




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20.02     Appeal
of Claim


 


If a claim of a Participant
is wholly or partially denied, the Participant or his duly authorized representative may appeal the denial of the claim to the
Committee. Such appeal must be made at any time within thirty (30) days after the Participant receives written notice from the
Company of the denial of the claim. In connection therewith, the Participant or his duly authorized representative may request
a review of the denied claim, may review relevant documents and may submit issues and comments in writing. Upon receipt of an appeal,
the Committee shall make a decision with respect to the appeal and, not later than sixty (60) days after receipt of such request
for review, shall furnish the Participant with the decision on review in writing, including the specific reasons for the decision
written in a manner calculated to be understood by the Participant, as well as specific references to the pertinent provisions
of the Plan upon which the decision is based.


 


20.03     Time
to File Suit


 


The Committee has the
discretionary and final authority under the Plan to determine the validity of a claim. Accordingly, any decision the Committee
makes on a Participant’s appeal will be administratively final. If a Participant disagrees with the Committee’s final
decision, the Participant may sue, but only after the claim on appeal has been denied. Any lawsuit must be filed within ninety
(90) days of receipt of the Committee’s final written denial of the Participant’s claim or the claim will be forever
barred.


 


ARTICLE XXI


AMENDMENT


 


21.01     Amendment
of Plan


 


The Board may amend or
terminate this Plan at any time; provided, however, that no amendment to the Plan may materially adversely impair
the rights of a Participant with respect to outstanding Awards without the Participant’s consent. In addition, an amendment
will be contingent on approval of the Company’s stockholders, to the extent required by law or any tax or regulatory requirement
applicable to the Plan or by the rules of any stock exchange on which the Company’s securities are traded or if the amendment
would (i) increase the benefits accruing to Participants under the Plan, including without limitation, any amendment to the Plan
or any Agreement to permit a repricing of any outstanding Awards under Section 19.13, (ii) increase the aggregate number
of shares of Common Stock that may be issued under the Plan or (iii) modify the requirements as to eligibility for participation
in the Plan. Notwithstanding any other provision of the Plan, any termination of the Plan shall comply with the requirements of
Code Section 409A with regard to any 409A Awards.


 




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21.02     Amendment
of Awards


 


The Committee may amend
any outstanding Awards to the extent it deems appropriate; provided, however, that no amendment to an outstanding
Award may materially adversely impair the rights of a Participant without the Participant’s consent.


 


ARTICLE XXII


CODE SECTION 409A
PROVISION


 


22.01     Intent
of Awards


 


It is intended that Awards
that are granted under the Plan shall be exempt from treatment as “deferred compensation” subject to Code Section 409A
unless otherwise specified by the Committee. Towards that end, all Awards under the Plan are intended to contain such terms as
will qualify the Awards for an exemption from Code Section 409A unless otherwise specified by the Committee. The terms of the Plan
and all Awards granted hereunder shall be construed consistent with the foregoing intent. Notwithstanding any other provision hereof,
the Committee may amend any outstanding Award without Participant’s consent if, as determined by the Committee, in its sole
discretion, such amendment is required either to (a) confirm exemption under Code Section 409A, (b) comply with Code Section 409A
or (c) prevent the Participant from being subject to any tax or penalty under Code Section 409A. Notwithstanding the foregoing,
however, neither the Company nor any of its Affiliates nor the Committee shall be liable to a Participant or any other Person if
an Award that is subject to Code Section 409A or the Participant or any other Person is otherwise subject to any additional tax,
interest or penalty under Code Section 409A. Each Participant is solely responsible for the payment of any tax liability (including
any taxes, penalties and interest that may arise under Code Section 409A) that may result from an Award.


 


22.02     409A
Awards


 


The Committee may grant
Awards under the Plan that are intended to be 409A Awards that comply with Code Section 409A. The terms of such 409A Award, including
any authority by the Company and the rights of the Participant with respect to such 409A Award, will be subject to such rules and
limitations and shall be interpreted in a manner as to comply with Code Section 409A.


 


22.03     Election
Requirements


 


If a Participant is permitted
to elect to defer an Award or any payment under an Award, such election shall be made in accordance with the requirements of Code
Section 409A. Each initial deferral election (an “Initial Deferral Election”) must be received by the Committee
prior to the following dates or will have no effect whatsoever:


 


		(a)	Except as otherwise provided below, the September 30 immediately preceding the year in which the
compensation is earned;



 




    	 	-37-	 



     


    

 


		(b)	With respect to any annual or long-term incentive pay which qualifies as “performance-based
compensation” within the meaning of Code Section 409A, by the date six (6) months prior to the end of the performance measurement
period applicable to such incentive pay provided such additional requirements set forth in Code Section 409A are met;



 


		(c)	With respect to “fiscal year compensation” as defined under Code Section 409A, by the
last day of the Company’s fiscal year immediately preceding the year in which the fiscal year compensation is earned; or



 


		(d)	With respect to mid-year Awards or other legally binding rights to a payment of compensation in
a subsequent year that is subject to a forfeiture condition requiring the Participant’s continued service for a period of
at least twelve (12) months, on or before the thirtieth (30th) day following the grant of such Award, provided that
the election is made at least twelve (12) months in advance of the earliest date at which the forfeiture condition could lapse.



 


The Committee may, in
its sole discretion, permit Participants to submit additional deferral elections in order to delay, but not to accelerate, a payment,
or to change the form of payment of an amount of deferred compensation (a “Subsequent Deferral Election”), if,
and only if, the following conditions are satisfied: (a) the Subsequent Deferral Election must not take effect until twelve (12)
months after the date on which it is made, (b) in the case of a payment other than a payment attributable to the Participant’s
death, disability or an unforeseeable emergency (all within the meaning of Code Section 409A) the Subsequent Deferral Election
further defers the payment for a period of not less than five (5) years from the date such payment would otherwise have been made
and (c) the Subsequent Deferral Election is received by the Committee at least twelve (12) months prior to the date the payment
would otherwise have been made. In addition, Participants may be further permitted to revise the form of payment they have elected,
or the number of installments elected, provided that such revisions comply with the requirements of a Subsequent Deferral Election.


 


22.04     Time
of Payment


 


The time and form of
payment of a 409A Award shall be as set forth in an applicable Agreement. A 409A Award may only be paid in connection with a separation
from service, a fixed time, death, disability, Change in Control or an unforeseeable emergency within the meaning of Code Section
409A. The time of distribution of the 409A Award must be fixed by reference to the specified payment event. Notwithstanding the
foregoing, if the time of distribution of the 409A Award is not set forth in the applicable Agreement, then the time of distribution
of the 409A Award shall be within two and one-half months of the end of the later of the calendar year or the fiscal year of the
Company or Affiliate that employs the Participant in which the 409A Award becomes vested and no longer subject to a substantial
risk of forfeiture within the meaning of Code Section 409A. For purposes of Code Section 409A, each installment payment will be
treated as the entitlement to a single payment.


 




    	 	-38-	 



     


    

 


22.05     Acceleration
or Deferral


 


The Company shall have
no authority to accelerate or delay or change the form of any distributions relating to 409A Awards except as permitted under Code
Section 409A.


 


22.06     Distribution
Requirements


 


Any distribution of a
409A Award triggered by a Participant’s termination of employment shall be made only at the time that the Participant has
had a separation from service within the meaning of Code Section 409A. A separation from service shall occur where it is reasonably
anticipated that no further services will be performed after that date or that the level of bona fide services the Participant
will perform after that date (whether as an employee or independent contractor of the Company or an Affiliate) will permanently
decrease to less than fifty percent (50%) of the average level of bona fide services performed over the immediately preceding thirty-six
(36) month period. A Participant shall be considered to have continued employment and to not have a separation from service while
on a leave of absence if the leave does not exceed six (6) consecutive months (twenty-nine (29) months for a disability leave of
absence) or, if longer, so long as the Participant retains a right to reemployment with the Company or Affiliate under an applicable
statute or by contract. For this purpose, a “disability leave of absence” is an absence due to any medically determinable
physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not
less than six (6) months, where such impairment causes the Participant to be unable to perform the duties of Participant’s
position of employment or a substantially similar position of employment. Continued services solely as a director of the Company
or an Affiliate shall not prevent a separation from service from occurring by an employee as permitted by Code Section 409A.




 


22.07     Key
Employee Rule


 


Notwithstanding any other
provision of the Plan, any distribution of a 409A Award that would be made upon a separation from service within six (6) months
following the separation from service of a “specified employee” as defined under Code Section 409A and as determined
under procedures adopted by the Board or its delegate shall instead occur on the first day of the seventh month following the separation
from service (or upon the Participant’s death, if earlier) to the extent required by Code Section 409A. In the case of installments,
this delay shall not affect the timing of any installment otherwise payable after the requisite delay period.


 


22.08     Distributions
Upon Vesting


 


In the case of any Award
providing for a distribution upon the lapse of a substantial risk of forfeiture, if the timing of such distribution is not otherwise
specified in the Plan or the applicable Agreement, the distribution shall be made not later than two and one-half (21⁄2) months
after the calendar year in which the risk of forfeiture lapsed.


 




    	 	-39-	 



     


    

 


22.09     Scope
and Application of this Provision


 


For purposes of this
Article XXII, references to a term or event (including any authority or right of the Company or a Participant) being “permitted”
under Code Section 409A means that the term or event will not cause the Participant to be deemed to be in constructive receipt
of compensation relating to the 409A Award prior to the distribution of cash, shares of Common Stock or other property or to be
liable for payment of interest or a tax penalty under Code Section 409A.


 


ARTICLE XXIII


EFFECTIVE DATE
OF PLAN


 


The Plan is effective
on the date of its adoption by the Board, contingent on the approval of the Plan by the Company’s stockholders within twelve
(12) months after such date. Awards, other than Restricted Stock or outright grants of shares on Common Stock, may be granted under
this Plan on and after the effective date, provided that no Award shall become exercisable, vested, earned or payable unless the
Company’s stockholders approve the Plan within twelve (12) months after the Board’s adoption of the Plan. Restricted
Stock and outright grants of shares of Common Stock may only be granted after the Company’s stockholders approve the Plan.


 


ARTICLE XXIV


DURATION OF PLAN


 


No Award may be granted
under this Plan on and after ten (10) years following the effective date of the Plan. Awards granted before that date shall remain
valid in accordance with their terms.


 




    	 	-40-