EXHIBIT 10.1

  

   

  

  
    
       

      2021 EMPLOYEE LONG-TERM INCENTIVE PLAN

      

      

      Section 1.    Establishment and Purpose

       

      (a) Purpose.  The purposes of this
        ePlus inc. 2021 Long-Term Incentive Plan (the “Employee
          Plan”) are to encourage Employees of ePlus inc. (together with any successor thereto, the “Company”) and its Affiliates (as defined below) to acquire a proprietary interest in the growth and performance of the Company, to generate an increased incentive to contribute to the
        Company’s future success and prosperity, thus enhancing the value of the Company for the benefit of its stockholders, and to enhance the ability of the Company and its Affiliates to attract and retain exceptionally qualified individuals upon whom,
        in large measure, the sustained progress, growth and profitability of the Company depend.

       

      (b) Effective Date; Shareholder Approval.  The
        Plan is effective October 1, 2021, subject to approval by the Company’s shareholders.

       

      Section 2.    Definitions

      

      

      As used in the Employee Plan, the following terms shall have the meanings set forth below:

      

      

      (a) “Affiliate” shall mean (i) any
        entity that, directly or through one or more intermediaries, is controlled by the Company and (ii) any entity in which the Company has no less than a 50% equity interest, as determined by the Committee.  With respect to Incentive Stock Options,
        “Affiliate” means any entity, domestic or foreign, whether or not such entity now exists or is hereafter organized or acquired by the Company or by an Affiliate that is a “subsidiary corporation” within the meaning of Code Section 424(d) and the
        rules thereunder.

      

      

      (b) “Award” shall mean any Option,
        Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Performance Award, Dividend Equivalent, or Other Stock-Based Award granted under the Employee Plan.

      

      

      (c) “Award Agreement” shall mean any
        written agreement, contract, or other instrument or document, including an electronic communication, evidencing any Award granted under the Employee Plan.

      

      

      (d) “Board” shall mean the Board of
        Directors of the Company.

      

      

      (e) “Cause” shall (except as
        otherwise provided in an Award Agreement) mean any of the following acts by the Participant, as determined by the Committee in its reasonable and good faith discretion: (i) failure to substantially perform his or her duties (other than as a result
        of Disability), after the Board or the executive to which the Participant reports delivers to the Participant a written demand for substantial performance that specifically identifies the manner in which the Participant has not substantially
        performed his or her duties; (ii) willful misconduct or gross negligence that is materially injurious to the Company or a subsidiary; (iii) prolonged absence from duty without consent by the Board or the executive to which the Participant reports
        (iv) breach of his or her duty of loyalty to the Company or a subsidiary; (v) Participant has made any material unauthorized disclosure of any of the secrets or confidential information of the Company; (vi) breach of any confidentiality and/or
        non-compete agreement between him or her and the Company; (vii) commission of a felony or a serious crime involving moral turpitude; or (viii) a material violation of the Company’s written policies or codes of conduct, including written policies
        related to discrimination, harassment, performance of illegal or unethical activities, and ethical misconduct.

      

      

      (f) “Change in Control” means an
        event that is “a change in the ownership or effective control of the corporation, or in the ownership of a substantial portion of the assets of the corporation” within the meaning of Section 409A and that also falls within one of the following
        events with respect to the Company:

      

      

      (i) the consummation of any consolidation or merger of the Company in which the Company is not the continuing or
        surviving corporation or pursuant to which Common Stock would be converted into cash, securities or other property, other than a merger of the Company in which the holders of Common Stock immediately prior to the merger own more than fifty percent
        (50%) of the outstanding common stock of the surviving corporation immediately after the merger; or

      

      

      
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      (ii) the consummation of any sale, lease, exchange or other transfer (in one transaction or a series of related
        transactions) of all, or substantially all, of the assets of the Company, other than to a subsidiary or affiliate; or

      

      

      (iii) any action pursuant to which any person (which term may include two or more persons consistent with Section
        13(d)(3) of the Exchange Act), corporation or other entity shall become the “beneficial owner” (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of shares of capital stock entitled to vote generally for the
        election of directors of the Company (“Voting Securities”) representing more than fifty (50%) percent of the combined voting power of the
        Company’s then outstanding Voting Securities (calculated as provided in Rule 13d-3(d) in the case of rights to acquire any such securities); or

      

      

      (iv) the individuals (x) who, as of the Effective Date, constitute the Board (the “Original Directors”) and (y) who thereafter are elected to the Board and whose election, or nomination for election, to the Board was approved by a vote of a majority of
        the Original Directors then still in office (such Directors being called “Additional Original Directors”) and (z) who thereafter are elected to
        the Board and whose election or nomination for election to the Board was approved by a vote of a majority of the Original Directors and Additional Original Directors then still in office, cease for any reason to constitute a majority of the members
        of the Board; or

      

      

      (v) the date of a complete dissolution or liquidation of the Company.

      

      

      (g) “Code” shall mean the Internal
        Revenue Code of 1986, as amended from time to time.

      

      

      (h) “Committee” shall mean the
        Compensation Committee of the Board of Directors of the Company, or such other committee as may be designated by the Board.  However, if a member of the Compensation Committee is not a “non-employee director” as defined in Rule 16b-3 under the
        Exchange Act, the Compensation Committee may from time to time delegate some or all of its functions under the Employee Plan to a committee or subcommittee composed of members that meet the relevant requirements but shall be no fewer than two (2)
        individuals or any other number that Rule 16b-3 may require from time to time.  The term “Committee” includes any such committee or subcommittee, to the extent of the Compensation Committee’s delegation.

      

      

      (i) “Common Stock” shall mean shares
        of the Company’s common stock, par value $0.01 per share.

      

      

      (j) “Disability” shall (except as
        otherwise provided in an Award Agreement) mean 1) any illness or other physical or mental condition of a Participant which renders the Participant incapable of performing his or her customary and usual duties for the Company (with or without a
        reasonable accommodation as required by law) and that in the judgment of the Committee is permanent and continuous in nature, and (2) the Committee or the Company or relevant Affiliate has provided written notice to the Participant that the
        Participant’s employment is terminated due to a permanent “Disability” pursuant to this section. Notwithstanding the above, with respect to an Incentive Stock Option (and if and to the extent required by Code Section 409A with respect to other
        Awards), Disability shall mean Permanent and Total Disability as defined in Section 22(e)(3) of the Code. The Committee may establish any process or procedure it deems appropriate for determining whether a Participant has a “Disability”.

      

      

      (k) “Dividend Equivalent” shall mean
        any right granted under Section 6(e) of the Employee Plan.

      

      

      (l) “Employee” means any person who
        is in the employ of the Company or any Affiliate, subject to the control and direction of the Company or any Affiliate as to both the work to be performed and the manner and method of performance.

      

      

      (m) “Exchange Act” shall mean the
        Securities Exchange Act of 1934, as amended.

      

      

      (n) “Fair Market Value” shall mean,
        as of any date, the value of Common Stock determined as follows:

       

      (i) if the Common Stock is listed on any established stock exchange or a national market system, including without
        limitation the Nasdaq Global Select Market, Nasdaq Global Market or The Nasdaq Capital Market of The Nasdaq Stock Market, the Fair Market Value of a share of Common Stock shall be the closing sales price of a share of Common Stock as quoted on such
        exchange or system for such date (or the most recent trading day preceding such date if there were no trades on such date), as reported in The Wall Street Journal
        or such other source as the Committee deems reliable;

      

      

      
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      (ii) if the Common Stock is regularly quoted by a recognized securities dealer but is not listed in the manner
        contemplated by clause (i) above, the Fair Market Value of a Share of Common Stock shall be the mean between the high bid and low asked prices for the Common Stock on the last market trading day prior to the day of determination, as reported in The Wall Street Journal or such other source as the Committee deems reliable; or

      

      

      (iii) if neither clause (i) above nor clause (ii) above applies, the Fair Market Value of a share of a share of Common
        Stock shall be determined in good faith by the Committee based on the reasonable application of a reasonable valuation method that complies with Code Section 409A and Code Section 422 if and to the extent required.

      

      

      (o) “Incentive Stock Option” shall
        mean an option granted under Section 6(a) of the Employee Plan that is intended to meet the requirements of Sections 422 of the Code, or any successor provision thereto.

      

      

      (p) “Non-Qualified Stock Option”
        shall mean an option granted under Section 6(a) of the Employee Plan that is not an Incentive Stock Option.

      

      

      (q) “Option” shall mean an Incentive
        Stock Option or a Non-Qualified Stock Option.

      

      

      (r) “Other Stock-Based Award” shall
        mean any right granted under Section 6(f) of the Employee Plan.

      

      

      (s) “Participant” shall mean an
        Employee of the Company or of any Affiliate designated to be granted an Award under the Employee Plan.

      

      

      (t) “Performance Award” shall mean
        any right granted under Section 6(d) of the Employee Plan.

      

      

      (u) “Performance Criteria” shall
        mean any quantitative and/or qualitative measures, as determined by the Committee in its discretion, which may be used to measure the level of performance of the Company or any individual Participant during a Performance Period. 

      

      

      (v) “Performance Period” shall mean
        any period as determined by the Committee in its sole discretion.

      

      

      (w) “Person” shall mean any
        individual, corporation, partnership, association, joint-stock company, trust, unincorporated organization, or government or political subdivision thereof.

      

      

      (x) “Restricted Securities” shall
        mean Awards of Restricted Stock or other Awards under which issued and outstanding Shares are held subject to certain restrictions.

      

      

      (y) “Restricted Stock” shall mean
        any award of Shares granted under Section 6(c) of the Employee Plan.

      

      

      (z) “Restricted Stock Unit” shall
        mean any right granted under Section 6(c) of the Employee Plan that is denominated in Shares.

      

      

      (aa) “Retirement” means retirement
        (i) at or after age 55 with ten years of service or (ii) at or after age 65.

      

      

      (bb) “Section 409A” means Section
        409A of Code, and the Treasury regulations and other authoritative guidance issued thereunder.

      

      

      (cc) “Shares” shall mean the Shares
        of Common Stock, and such other securities as may become the subject of Awards, or become subject to Awards, pursuant to an adjustment made under Section 7 of the Employee Plan.

      

      

      (dd) “Stock Appreciation Right”
        shall mean any right granted under Section 6(b) of the Employee Plan.

      

      

      
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      Section 3.    Administration

      

      

      Except as otherwise provided herein, the Employee Plan shall be administered by the Committee, which shall have the power to interpret the
        Employee Plan and to adopt such rules and guidelines for implementing the terms of the Employee Plan as it may deem appropriate.  The Committee shall have the ability to modify the Employee Plan provisions, to the extent necessary, to accommodate
        any changes in laws and regulations in jurisdictions in which Participants will receive Awards.

      

      

      (a) Subject to the terms of the Employee Plan and applicable law, the Committee shall have full power and authority to:

      

      

      	
               

            	
              (i)

            	
              designate Participants;

            


      

      

      	
               

            	
              (ii)

            	
              determine the type or types of Awards to be granted to each Participant under the Employee Plan;

            


      

      

      	
               

            	
              (iii)

            	
              determine the number of Shares to be covered by (or with respect to which payments, rights, or other matters are to be calculated in
                connection with) Awards;

            


      

      

      	
               

            	
              (iv)

            	
              determine the terms and conditions of any Award;

            


      

      

      	
               

            	
              (v)

            	
              Determine the effect of termination of employment on any Award;

            


      

      

      	
               

            	
              (vi)

            	
              determine whether, to what extent, and under what circumstances Awards may be settled or exercised in cash, Shares, other
                securities, or other Awards, or canceled, forfeited, or suspended, and the method or methods by which Awards may be settled, exercised, canceled, forfeited, or suspended;

            


      

      

      	
               

            	
              (vii)

            	
              determine whether, to what extent, and under what circumstances cash, Shares, other securities, other Awards, and other amounts
                payable with respect to an Award under the Employee Plan shall be deferred either automatically or at the election of the holder thereof or of the Committee;

            


      

      

      	
               

            	
              (viii)

            	
              interpret and administer the Employee Plan and any instrument or agreement relating to, or Award made under, the Employee Plan;

            


      

      

      	
               

            	
              (ix)

            	
              establish, amend, suspend, or waive such rules and guidelines;

            


      

      

      	
               

            	
              (x)

            	
              reduce, eliminate or accelerate any restriction or vesting requirement, applicable to an Award at any time after the grant of an
                Award or to extend the time for exercising any Option (but not beyond the original ten-year term), Restricted Stock Awards or Restricted Stock Units;

            


      

      

      	
               

            	
              (xi)

            	
              to determine the duration and purpose of leaves of absences which may be granted to a Participant without constituting termination
                of their employment for purposes of the Employee Plan, which periods shall be no shorter than the periods generally applicable to Employees under the Company’s employment policies;

            


      

      

      	
               

            	
              (xii)

            	
              to amend any Award Agreement or waive any provision, condition or limitation thereof; provided, however, that if any such amendment
                impairs a Participant’s rights or increases a Participant’s obligations under his or her Award or creates or increases a Participant’s federal income tax liability with respect to an Award, such amendment shall also be subject to the
                Participant’s consent;

            


      

      

      	
               

            	
              (xiii)

            	
              make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the
                Employee Plan; and

            


      

      

      	
               

            	
              (xiv)

            	
              correct any defect, supply any omission, or reconcile any inconsistency in the Employee Plan or any Award in the manner and to the
                extent it shall deem desirable to carry the Employee Plan into effect.

            


      

      

      
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      (b) Unless otherwise expressly provided in the Employee Plan, all designations, determinations, interpretations, and other decisions under
        or with respect to the Employee Plan or any Award shall be within the sole discretion of the Committee, may be made at any time, and shall be final, conclusive, and binding upon all Persons, including the Company, any Affiliate, any Participant,
        any holder or beneficiary of any Award, any stockholder, and any employee of the Company or of any Affiliate.  Any determinations and other actions of the Committee with respect to any of the matters referred to in this Section 3 or elsewhere in
        the Employee Plan or in any Award Agreement need not be consistent, even among Participants who are similarly situated and/or who have previously received similar or other Awards, except as may be specifically provided to the contrary in the
        Employee Plan or in the applicable Award Agreement.  In addition, actions of the Committee may be taken by the Committee but with one or more members abstaining or recusing himself or herself from acting on the matter, so long as two or more
        members remain to act on the matter.  Such action, authorized by the Committee upon the abstention or recusal of such members, shall be the action of the Committee for purposes of the Employee Plan.  The Committee may designate the Secretary of the
        Company or other employees of the Company to assist the Committee in the administration and operation of the Employee Plan and may direct such persons to execute documents on behalf of the Committee.

      

      

      Section 4.    Shares Available for Awards

      

      

      Shares Available. Subject to
        adjustment as provided in Section 7, the total number of shares of Common Stock reserved and available for delivery pursuant to Awards granted under the Employee Plan shall be One Million Five Hundred Thousand (1,500,000).  If any Shares covered by
        an Award granted under the Employee Plan, or to which such an Award relates, are forfeited, or if an Award otherwise terminates without the delivery of Shares or of other consideration, then the Shares covered by such Award, or to which such Award
        relates, or the number of Shares otherwise counted against the aggregate number of Shares available under the Employee Plan with respect to such Award, to the extent of any such forfeiture or termination, shall again be available for granting
        Awards under the Employee Plan. Notwithstanding the foregoing but subject to adjustment as provided in Section 7, no more than One Million Five Hundred Thousand (1,500,000). Shares shall be available for delivery pursuant to the exercise of
        Incentive Stock Options.

      

      

      Any Award made under a previous ePlus
        incentive plan shall continue to be subject to the terms and conditions of the plan under which it was awarded and the applicable Award Agreement.

      

      

      	
              (a)

            	
              Accounting for Awards. For
                purposes of this Section 4,

            


      

      

      	
               

            	
              (i)

            	
              if an Award (other than a Dividend Equivalent) is denominated in Shares, the number of Shares covered by such Award, or to which
                such Award relates, shall be counted on the date of grant of such Award against the aggregate number of Shares available for granting Awards under the Employee Plan; and

            


      

      

      	
               

            	
              (ii)

            	
              Dividend Equivalents denominated in Shares and Awards not denominated in Shares but potentially payable in Shares shall be counted
                against the aggregate number of Shares available for granting Awards under the Employee Plan in such amount and at such time as the Dividend Equivalents and such Awards are settled in Shares, provided, however, that Awards that operate in tandem with (whether granted simultaneously with or at a different time from), or that are substituted for, other Awards may only
                be counted once against the aggregate number of Shares available, and the Committee shall adopt procedures, as it deems appropriate, in order to avoid double counting. Any Shares that are delivered by the Company, and any Awards that are
                granted by, or become obligations of, the Company through the assumption by the Company or an Affiliate of, or in substitution for, outstanding awards previously granted by an acquired company, shall not be counted against the Shares
                available for granting Awards under this Plan.

            


       

      	
               

            	
              (iii)

            	
              Notwithstanding anything herein to the contrary, any Shares related to Awards which terminate by expiration, forfeiture,
                cancellation, or otherwise without the issuance of such Shares, are settled in cash in lieu of Shares, or are exchanged with the Committee’s permission, prior to the issuance of Shares, for Awards not involving Shares, or shares withheld
                from an Award, or delivered by a Participant to satisfy minimum tax withholding requirements, shall be available again for grant under this Plan. Shares subject to an Award under the Employee Plan may not again be made available for
                issuance under the Employee Plan if such Shares are: (x) Shares that were subject to an Option or a stock-settled Stock Appreciation Right and were not issued upon the net settlement or net exercise of such Option or Stock Appreciation
                Right, (y) Shares delivered to or withheld by the Company to pay the exercise price under Options or Stock Appreciation Rights, or (z) Shares repurchased on the open market with the proceeds of an Option exercise.

            


      

      

      
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      (b)           Sources of Shares Deliverable
          Under Awards. Any Shares delivered pursuant to an Award may consist, in whole or in part, of authorized but unissued Shares, treasury Shares or Shares reacquired by the Company in any manner.

      

      

      (c)          Substitute Awards. Awards may, in the sole discretion of the Committee, be granted under the Plan in assumption of, or in substitution for,
          outstanding awards previously granted by an entity acquired by the Company or with which the Company combines (“Substitute Awards”). Substitute Awards shall not be counted against the total share reserve; provided, that, Substitute Awards issued
          in connection with the assumption of, or in substitution for, outstanding options intended to qualify as Incentive Stock Options shall be counted against the ISO limit. Subject to applicable stock exchange requirements, available shares under a
          shareholder-approved plan of an entity directly or indirectly acquired by the Company or with which the Company combines (as appropriately adjusted to reflect such acquisition or transaction) may be used for Awards under the Employee Plan and
          shall not count toward the total share limit.

      

      

      Section 5.    Eligibility

      

      

      Any Employee of the Company or of any Affiliate shall be eligible to be designated a Participant.

      

      

      Section 6.    Awards

      

      

      (a) Options. Options granted under
        the Employee Plan may, at the discretion of the Committee, be in the form of either Non-Qualified Stock Options, Incentive Stock Options or a combination of the two.  Where both a Non-Qualified Stock Option and an Incentive Stock Option are granted
        to a Participant at the same time, such Awards shall be deemed to have been granted in separate grants, shall be clearly identified, and in no event will the exercise of one such Award affect the right to exercise the other Award.  Unless otherwise
        specified, an Option shall be a Non-Qualified Stock Option.  Notwithstanding the foregoing, the Company shall have no liability to any Participant or any other person if an Option designated as an Incentive Stock Option fails to qualify as such at
        any time or if an Option is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code and the terms of such Option do not satisfy the requirements of Section 409A of the Code. Subject to Section 3,
        the Committee is hereby authorized to grant Options to Participants with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Employee Plan, as the Committee
        shall determine:

      

      

      	
               

            	
              (i)

            	
              Amount of Shares. The
                Committee may grant Options to a Participant in such amounts as the Committee may determine, subject to the limitations set forth in Section 6(g)(v) of the Employee Plan.  The number of Shares subject to an Option shall be set forth in the
                applicable Award Agreement.

            


      

      

      	
               

            	
              (ii)

            	
              Exercise Price. The exercise
                price per Share under an Option shall be determined by the Committee; provided, however, and except as provided in Section 4(d), that
                such exercise price shall not be less than 100% of the Fair Market Value of a Share on the date of grant of such Option.  The exercise price of an Option, as determined by the Committee pursuant to this Section 6(a)(ii), shall be set forth
                in the applicable Award Agreement.

            


      

      

      	
               

            	
              (iii)

            	
              Option Term. Except as set
                forth in Section 6(a)(vii) below, the term of each Option shall not exceed ten (10) years from the date of grant.

            


       

      
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              (iv)

            	
              Timing of Exercise. Except
                as may otherwise be provided in the Award Agreement or as the Committee may otherwise determine, and subject to the Committee’s authority under Section 3(a) to accelerate the vesting of an Award and to waive or amend any terms, conditions,
                limitations or restrictions of an Award, each Option granted under the Employee Plan shall be exercisable in whole or in part, subject to the following conditions, limitations and restrictions:

            


      

      

      	
               

            	
              (A)

            	
              20% of the Shares subject to an Option shall first become exercisable on the one-year anniversary of the date of grant, 30% shall
                first become exercisable on the two-year anniversary of the date of grant and the remainder shall first become exercisable on the three-year anniversary of the date of grant;

            


      

      

      	
               

            	
              (B)

            	
              All Options subject to the Award shall become immediately exercisable upon a Change in Control;

            


      

      

      	
               

            	
              (C)

            	
              All Options granted to a Participant shall become immediately exercisable upon the death or Disability of the Participant and must
                be exercised, if at all, within one year after such Participant’s death or Disability, but in no event after the date such Options would otherwise lapse. Options of a deceased Participant may be exercised only by the estate of the
                Participant or by the person given authority to exercise such Options by the Participant’s will or by operation of law. In the event an Option is exercised by the executor or administrator of a deceased Participant, or by the person or
                persons to whom the Option has been transferred by the Participant’s will or the applicable laws of descent and distribution, the Company shall be under no obligation to deliver Shares thereunder unless and until the Company is satisfied
                that the person or persons exercising the Option is or are the duly appointed executor(s) or administrator(s) of the deceased Participant or the person to whom the Option has been transferred by the Participant’s will or by the applicable
                laws of descent and distribution;

            


      

      

      	
               

            	
              (D)

            	
              Upon an Employee’s Retirement, all Options that have not become exercisable as of the date of Retirement shall be forfeited and to
                the extent that Options have become exercisable as of such date, such Options must be exercised, if at all, within one year after Retirement, but in no event after the date such Options would otherwise lapse; and

            


      

      

      	
               

            	
              (E)

            	
              The Option shall lapse upon termination of employment for Cause.  Except as otherwise provided in Section 6(a)(vii) or Section
                6(g)(xii), upon an Employee’s termination of employment, for any reason other than death, Disability, Retirement or Cause, all Options that have not become exercisable as of the date of termination shall be forfeited and to the extent that
                Options have become exercisable as of such date, such Options must be exercised, if at all, within 90 days after such termination of employment.

            


      

      

      	
               

            	
              (v)

            	
              Payment of Exercise Price.
                The exercise price shall be paid in full when the Option is exercised and stock certificates shall be registered and delivered only upon receipt of such payment. Unless otherwise provided by the Committee, payment of the exercise price may
                be made in cash or by certified check, bank draft, wire transfer, or postal or express money order or any other form of consideration approved by the Committee. In addition, at the discretion of the Committee, payment of all or a portion of
                the exercise price may be made by

            


      

      

      	
               

            	
              (A)

            	
              Delivering a properly executed exercise notice to the Company, or its agent, together with irrevocable instructions to a broker to
                deliver promptly to the Company the amount of sale proceeds with respect to the portion of the Shares to be acquired upon exercise having a Fair Market Value on the date of exercise equal to the sum of the applicable portion of the exercise
                price being so paid and appropriate tax withholding;

            


       

      	
               

            	
              (B)

            	
              Tendering (actually or by attestation) to the Company previously acquired Shares that have been held by the Participant for at least
                six months having a Fair Market Value on the day prior to the date of exercise equal to the applicable portion of the exercise price being so paid; or

            


      

      

      
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              (C)

            	
              any combination of the foregoing.

            


      

      

      	
               

            	
              (vi)

            	
              Incentive Stock Options. The
                terms of any Incentive Stock Option granted under the Employee Plan shall be designed to comply in all respects with the provisions of Section 422 of the Code, or any successor provision thereto, and any regulations promulgated thereunder
                which are hereby incorporated by reference.  In the event that any provision of the Employee Plan would contravene the Code rules that apply to Incentive Stock Options, such Plan provision shall not apply to Incentive Stock
                Options.  Incentive Stock Options granted under the Employee Plan shall be subject to the following additional conditions, limitations and restrictions:

            


      

      

      	
               

            	
              (A)

            	
              Timing of Grant. No
                Incentive Stock Option shall be granted under the Employee Plan after the 10-year anniversary of the date the Employee Plan is adopted by the Board.

            


      

      

      	
               

            	
              (B)

            	
              Amount of Award. The
                aggregate Fair Market Value of Shares (determined as of the time of grant) with respect to which such Incentive Stock Options are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and
                any subsidiary) may not exceed $100,000, taking Incentive Stock Option into account in the order in which they were granted.  To the extent an Option initially designated as an Incentive Stock Option exceeds the value limit of this Section
                or otherwise fails to satisfy the requirements applicable to Incentive Stock Options, it shall be deemed a Non-Qualified Stock Option and shall otherwise remain in full force and effect.

            


      

      

      	
               

            	
              (C)

            	
              Timing of Exercise.  In the
                event that the Committee exercises its discretion to permit an Incentive Stock Option to be exercised by a Participant more than three months after the Participant’s termination of employment and such exercise occurs more than three months
                after such Participant has ceased being an Employee (or more than 12 months after the Participant is Disabled or dies), such Incentive Stock Option shall thereafter be treated as a Non-Qualified Stock Option for all purposes.

            


      

      

      	
               

            	
              (D)

            	
              Transfer Restrictions. In no
                event shall the Committee permit an Incentive Stock Option to be transferred by a Participant other than by will or the laws of descent and distribution, and any Incentive Stock Option granted hereunder shall be exercisable, during his or
                her lifetime, only by the Participant.

            


      

      

      	
               

            	
              (E)

            	
              Ten Percent Owners. No
                Incentive Stock Option shall be granted to any individual who, at the date of grant, owns stock possessing more than ten percent of the total combined voting power of all classes of stock of the Company or any Affiliate unless the exercise
                price per share of such Option is at least 110% of the Fair Market Value per Share at the date of grant and the Option expires no later than five years after the date of grant.

            


      

      

      	
               

            	
              (vii)

            	
              Extension of Option Term for
                  Blackouts.  At its discretion, the Committee may extend the term of any Option beyond its earlier termination pursuant to Section 6(a)(iii),(iv)(C), (iv)(D) or (iv)(E) if the Company had prohibited the participant from exercising
                the Option prior to termination or expiration in order to comply with applicable Federal, state, local or foreign law, provided that such extension may not exceed  the earlier of 30 days from the date such prohibition is lifted or ten years
                after the Option grant date.

            


      

      

      	
               

            	
              (viii)

            	
              No Deferral Feature.  No
                Option shall provide for any feature for the deferral of compensation other than the deferral of recognition of income until the exercise or disposition of the Option.

            


      

      

      
        8

        
          


      

      (b) Stock Appreciation Rights. The
        Committee is hereby authorized to grant Stock Appreciation Rights to Participants. Subject to the terms of the Employee Plan and any applicable Award Agreement, a Stock Appreciation Right Award granted under the Employee Plan shall confer on the
        holder thereof a right to receive, upon exercise thereof, the excess of (i) the Fair Market Value of one Share on the date of exercise over (ii) the grant price of the Stock Appreciation Right as specified by the Committee, multiplied by the number
        of Stock Appreciation Rights granted.  As determined by the Committee, the payment upon exercise may be paid in cash, Shares to be valued at their Fair Market Value on the date of exercise, any other mode of payment deemed appropriate by the
        Committee or any combination thereof.  The Committee may establish a maximum appreciation value payable for stock appreciation rights.

       

      	
               

            	
              (i)

            	
              Grant Price. Shall be
                determined by the Committee, provided, however, and except as provided in Section 7, that such price shall not be less than 100% of the
                Fair Market Value of one Share on the date of grant of the Stock Appreciation Right, except that if a Stock Appreciation Right is at any time granted in tandem with an Option, the grant price of the Stock Appreciation Right shall not be
                less than the exercise price of such Option.

            


      

      

      	
               

            	
              (ii)

            	
              Term. The term of each Stock
                Appreciation Right shall not exceed ten (10) years from the date of grant.

            


      

      

      	
               

            	
              (iii)

            	
              Time and Method of Exercise.
                The Committee shall establish in the applicable Award Agreement the time or times at which a Stock Appreciation Right may be exercised in whole or in part.

            


      

      

      	
               

            	
              (iv)

            	
              No Deferral Feature.  No
                Stock Appreciation Right shall provide for any feature for the deferral of compensation other than the deferral of recognition of income until the exercise or disposition of the Stock Appreciation Right.

            


      

      

      	
               

            	
              (v)

            	
              Reduction in the Underlying Option Shares. Upon
                any exercise of a tandem Stock Appreciation Right, the number of shares of Common Stock for which any related Option shall be exercisable shall be reduced by the number of shares for which the Stock Appreciation Right has been exercised.
                The number of shares of Common Stock for which a tandem Stock Appreciation Right shall be exercisable shall be reduced upon any exercise of any related Option by the number of shares of Common Stock for which such Option has been exercised.

            


      

      

      

      

       (c) Restricted Stock and Restricted Stock
          Units. The Committee is hereby authorized to grant Awards of Restricted Stock and Restricted Stock Units to Participants.

      

      

      	
               

            	
              (i)

            	
              Restrictions. Shares of
                Restricted Stock and Restricted Stock Units shall be subject to such vesting conditions and other restrictions as the Committee may establish in the applicable Award Agreement (including, without limitation, any limitation on the right to
                vote a Share of Restricted Stock or the right to receive any dividend or other right), which restrictions may lapse separately or in combination at such time or times, in such installments or otherwise, as the Committee may deem
                appropriate. The Committee may remove any vesting condition or other restriction or reduce any restriction period applicable to a particular Restricted Stock Award or, subject to compliance with Code Section 409A, a particular grant of
                Restricted Stock Units. Unrestricted Shares, evidenced in such manner as the Committee shall deem appropriate, shall be delivered to the holder of Restricted Stock promptly after such restrictions have lapsed.  Except as otherwise provided
                in an Award Agreement or any special Plan document governing an Award, the Participant shall have all of the rights of a shareholder with respect to the Restricted Stock, and the Participant shall have none of the rights of a stockholder
                with respect to Restricted Stock Units until such time as Shares are paid in settlement of the Restricted Stock Units. Unless otherwise provided in the applicable Award Agreement, Awards of Restricted Stock will be entitled to full dividend
                rights and any dividends paid thereon will be paid or distributed to the holder no later than the end of the calendar year in which the dividends are paid to shareholders or, if later, the 15th day of the third month following the date the
                dividends are paid to shareholders (or shall otherwise be in compliance with, or exempt from, Code Section 409A).

            


      

      

      	
               

            	
              (ii)

            	
              Registration. Any Restricted
                Stock or Restricted Stock Units granted under the Employee Plan may be evidenced in such manner as the Committee may deem appropriate, including, without limitation, book-entry registration or issuance of a stock certificate or
                certificates. In the event any stock certificate is issued in respect of Shares of Restricted Stock granted under the Employee Plan, such certificate shall be registered in the name of the Participant and shall bear an appropriate legend
                referring to the terms, conditions, and restrictions applicable to such Restricted Stock.

            


      

      

      
        9

        
          


      

      	
               

            	
              (iii)

            	
              Forfeiture. Upon termination
                of employment during the applicable restriction period for any reason other than death or Disability, except as determined otherwise by the Committee, all Shares of Restricted Stock and all Restricted Stock Units still, in either case,
                subject to restriction shall be forfeited and reacquired by the Company.

            


      

      

      	
               

            	
              (iv)

            	
              Compliance with Section 409A.  Each
                Restricted Stock Unit shall comply with the requirements of subsection (a) of Section 409A (to constitute either a short-term deferral or otherwise be excluded from Section 409A, or to meet the requirements of Section 409A applicable to a
                deferral of compensation) and be implemented in accordance with such requirements.

            


      

      

      (d) Performance Awards. The
        Committee is hereby authorized to grant Performance Awards to Participants. Performance Awards include arrangements under which the grant, issuance, retention, vesting and/or transferability of any Award is subject to such Performance Criteria and
        such additional conditions or terms as the Committee may designate. The Committee may establish a maximum Performance Award. Subject to the terms of the Employee Plan and any applicable Award Agreement, a Performance Award granted under the
        Employee Plan:

      

      

      	
               

            	
              (i)

            	
              may be denominated or payable in cash, Shares (including, without limitation, Restricted Stock), other securities, or other Awards;
                and

            


      

      

      	
               

            	
              (ii)

            	
              shall confer on the holder thereof rights valued as determined by the Committee and payable to, or exercisable by, the holder of the
                Performance Award, in whole or in part, upon the achievement of such performance goals during such Performance Periods as the Committee shall establish.

            


      

      

      (e) Dividend Equivalents. The
        Committee is hereby authorized to grant to Participants Awards under which the holders thereof shall be entitled to receive payments equivalent to dividends or interest with respect to a number of Shares determined by the Committee, and the
        Committee may provide that such amounts (if any) shall be deemed to have been reinvested in additional Shares or otherwise reinvested. Subject to the terms of the Employee Plan and any applicable Award Agreement, such Awards may have such terms and
        conditions as the Committee shall determine.

      

      

      (f) Other Stock-Based Awards. The
        Committee is hereby authorized to grant to Participants such other Awards that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Shares (including, without limitation, securities
        convertible into Shares), as are deemed by the Committee to be consistent with the purposes of the Employee Plan, provided, however, that such
        grants must comply with applicable law. Subject to the terms of the Employee Plan and any applicable Award Agreement, the Committee shall determine the terms and conditions of such Awards. Shares or other securities delivered pursuant to a purchase
        right granted under this Section 6(f) shall be purchased for such consideration, which may be paid by such method or methods and in such form or forms, including, without limitation, cash, Shares, other securities, or other Awards, or any
        combination thereof, as the Committee shall determine, the value of which consideration, as established by the Committee, and except as provided in Section 7, shall not be less than the Fair Market Value of such Shares or other securities as of the
        date such purchase right is exercised.

      

      

      (g) General.

      

      

      	
               

            	
              (i)

            	
              No Cash Consideration for Awards.
                Awards shall be granted for no cash consideration or for such minimal cash consideration as may be required by applicable law.

            


      

      

      	
               

            	
              (ii)

            	
              Awards may be Granted Separately or
                  Together. Awards may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with, or in substitution for any other Award or any award granted under any other plan of the Company or any Affiliate.
                Awards granted in addition to or in tandem with other Awards, or in addition to or in tandem with awards granted under any other plan of the Company or any Affiliate, may be granted either at the same time as or at a different time from the
                grant of such other Awards; provided, however, that any tandem Stock Appreciation Right that relates to an Incentive Stock Option must be granted at the same time the Incentive Stock Option is granted.

            


      

      

      
        10

        
          


      

      	
               

            	
              (iii)

            	
              Forms of Payment under Awards.
                Subject to the terms of the Employee Plan and of any applicable Award Agreement, payments or transfers to be made by the Company or an Affiliate upon the grant, exercise, or payment of an Award may be made in such form or forms as the
                Committee shall determine, including, without limitation, cash, Shares, rights in or to Shares issuable under the Award or other Awards, other securities, or other Awards, or any combination thereof, and may be made in a single payment or
                transfer, in installments, or on a deferred basis, in each case in accordance with rules and procedures established by the Committee. Such rules and procedures may include, without limitation, provisions for the payment or crediting of
                reasonable interest on installment or deferred payments or the grant or crediting of Dividend Equivalents in respect of installment or deferred payments.

            


      

      

      	
               

            	
              (iv)

            	
              Limits on Transfer of Awards.
                Except as provided by the Committee, no Award and no right under any such Award, shall be assignable, alienable, saleable, or transferable by a Participant otherwise than by will or by the laws of descent and distribution provided, however, that, if so determined by the Committee, a Participant may, in the manner established by the Committee, designate a
                beneficiary or beneficiaries to exercise the rights of the Participant with respect to any Award upon the death of the Participant. Each designation will revoke all prior designations by the same Participant and shall be effective only when
                filed by the Participant in writing with the Company during the Participant’s lifetime. Each Award, and each right under any Award, shall be exercisable, during the Participant’s lifetime, only by the Participant or, in the case of
                Participant’s Disability, by the Participant’s guardian or legal representative. No Award and no right under any such Award, may be pledged, alienated, attached, or otherwise encumbered, and any purported pledge, alienation, attachment, or
                encumbrance thereof shall be void and unenforceable against the Company or any Affiliate.

            


       

      	
               

            	
              (v)

            	
              Per-Person Limitation on Options
                  and SARs. The number of Shares with respect to which Options and Stock Appreciation Rights may be granted under the Employee Plan during any calendar year to an individual Participant shall not exceed one hundred thousand (100,000)
                Shares, subject to adjustment as provided in Section 7.

            


      

      

      	
               

            	
              (vi)

            	
              Per-Person Limitation on Certain
                  Awards. Other than Options and Stock Appreciation Rights, the aggregate number of Shares with respect to which Restricted Stock, Restricted Stock Units, Performance Awards and Other Stock-Based Awards may be granted under the
                Employee Plan during any calendar year to an individual Participant shall not exceed one hundred thousand (100,000) Shares, subject to adjustment as provided in Section 7.

            


      

      

      	
               

            	
              (vii)

            	
              Conditions and Restrictions upon
                  Securities Subject to Awards. The Committee may provide that the Shares issued upon exercise of an Option or Stock Appreciation Right or otherwise subject to or issued under an Award shall be subject to such further agreements,
                restrictions, conditions or limitations as the Committee in its discretion may specify prior to the exercise of such Option or Stock Appreciation Right or the grant, vesting or settlement of such Award, including without limitation,
                conditions on vesting or transferability and forfeiture or repurchase provisions or provisions on payment of taxes arising in connection with an Award. Without limiting the foregoing, such restrictions may address the timing and manner of
                any resales by the Participant or other subsequent transfers by the Participant of any Shares issued under an Award, including without limitation: (A) restrictions under an insider trading policy or pursuant to applicable law, (B)
                restrictions designed to delay and/or coordinate the timing and manner of sales by Participant and holders of other Company equity compensation arrangements, (C) restrictions as to the use of a specified brokerage firm for such resales or
                other transfers and (D) provisions requiring Shares to be sold on the open market or to the Company in order to satisfy tax withholding or other obligations.

            


      

      

      
        11

        
          


      

      	
               

            	
              (viii)

            	
              Share Certificates. All
                Shares or other securities delivered under the Employee Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Employee Plan or
                the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange or automated quotation system upon which such Shares or other securities are then listed, quoted, or traded, and any applicable
                Federal, state, or local securities laws, and the Committee may cause a legend or legends to be put on any such certificates or issue instructions to the transfer agent to make appropriate reference to such restrictions.

            


      

      

      	
               

            	
              (ix)

            	
              Suspension of Exercise. The
                Company reserves the right from time to time to suspend the exercise of any stock option or stock appreciation right where such suspension is deemed by the Company as necessary or appropriate for corporate purposes.

            


      

      

      	
               

            	
              (x)

            	
              Change in Control.
                Notwithstanding anything to the contrary in the Employee Plan, any conditions or restrictions on Restricted Stock shall lapse upon a Change in Control.

            


      

      

      	
               

            	
              (xi)

            	
              Award Agreement.  Each grant
                of an Award under the Employee Plan will be evidenced by an Award Agreement.  Such document will contain such provisions as the Committee may in its discretion deem advisable, provided that such provisions are not inconsistent with any of the provisions of the Employee Plan.  An Award Agreement may provide that if a Participant fails to execute it within a specified
                period, then the Award shall be null and void.

            


      

      

      	
               

            	
              (xii)

            	
              Special Forfeiture Provision.  If
                the Committee, in its discretion, determines and the applicable Award Agreement so provides, a Participant who, without prior written approval of the Company, enters into any employment or consultation arrangement (including service as an
                agent, partner, stockholder, consultant, officer or director) to any entity or person engaged in any business in which the Company or its affiliates is engaged which, in the sole judgment of the Company, is competitive with the Company or
                any Affiliate, (i) shall forfeit all rights under any outstanding Option or Stock Appreciation Right and shall return to the Company the amount of any profit realized upon the exercise, within such period as the Committee may determine, of
                any Option or Stock Appreciation Right, and (ii) shall forfeit and return to the Company all Shares of Restricted Stock and other Awards which are not then vested or which vested but remain subject to the restrictions imposed by this
                Section 6(g)(xii), as provided in the Award Agreement.

            


       

      	
               

            	
              (xiii)

            	
              No Repricing. Repricing of
                Options or Stock Appreciation Rights shall not be permitted without stockholder approval. For this purpose, a “repricing” means any of
                the following (or any other action that has the same effect as any of the following): (A) changing the terms of an Option or Stock Appreciation Right to lower its exercise price (other than pursuant to Section 7); (B) any other action that
                is treated as a “repricing” under generally accepted accounting principles; and (C) repurchasing for cash or canceling an Option or Stock Appreciation Right at a time when its exercise price is greater than the Fair Market Value of the
                underlying stock in exchange for another Award, unless the cancellation and exchange occurs in connection with an event set forth in Section 7. Such cancellation and exchange would be considered a “repricing” regardless of whether it is
                treated as a “repricing” under generally accepted accounting principles and regardless of whether it is voluntary on the part of the Participant.

            


      

      

      	
               

            	
              (xiv)

            	
              Employment with Affiliate or
                  Successor. Employment by the Company, any Affiliate or a successor to the Company shall be considered employment by the Company for all purposes of any Award. If the Award is assumed or a new award is substituted therefore in any
                corporate reorganization (including, but not limited to, any transaction of the type referred to in Section 424(a) of the Code), employment by such assuming or substituting corporation or by a parent corporation or subsidiary thereof shall
                be considered for all purposes of the Award to be employment by the Company.

               

            


      

      

      
        12

        
          


      

      Section 7.    Changes in Capital Structure

      

      

      (a) Mandatory Adjustments. In the
        event that the Committee shall determine that any stock dividend, recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of
        the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company, or other similar corporate transaction or event constitutes an equity restructuring transaction, as that term is defined in Statement of
        Financial Accounting Standards No. 123 (revised) or otherwise affects the Shares, then the Committee shall adjust the following in a manner that is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the
        benefits or potential benefits intended to be made available under the Employee Plan:

      

      

      	
               

            	
              (i)

            	
              the number and type of Shares or other securities which thereafter may be made the subject of Awards including the limit specified
                in Section 4(a) regarding the number of shares that may be granted in the form of Restricted Stock, Restricted Stock Units, Performance Awards, or Other Stock-Based Awards;

            


      

      

      	
               

            	
              (ii)

            	
              the number and type of Shares or other securities subject to outstanding Awards;

            


      

      

      	
               

            	
              (iii)

            	
              the number and type of Shares or other securities specified as the annual per-participant limitation under Section 6(g)(v) and (vi);

            


      

      

      	
               

            	
              (iv)

            	
              the grant, purchase, or exercise price with respect to any Award, or, if deemed appropriate, make provision for a cash payment to
                the holder of an outstanding Award; and

            


      

      

      	
               

            	
              (v)

            	
              other value determinations applicable to outstanding awards.

            


      

      

      Provided, however, in each case,
        that with respect to Awards of Incentive Stock Options no such adjustment shall be authorized to the extent that such authority would cause the Employee Plan to violate Sections 422(b)(1) of the Code or any successor provision thereto; and provided further, however, that the number of Shares subject to any Award denominated in Shares shall always be a whole number. Notwithstanding the
        foregoing, no adjustment shall be required if the Committee determines that such action could cause an Award to fail to satisfy the conditions of an applicable exception from the requirements of Section 409A of the Code or otherwise could subject a
        Participant to the additional tax imposed under Section 409A in respect of an outstanding Award.

      

      

      (b) Discretionary Adjustments. Upon
        the occurrence of (i) a merger, consolidation, acquisition of property or stock, reorganization or otherwise involving the Company in which the Company is not to be the surviving corporation, (ii) a merger, consolidation, acquisition of property or
        stock, reorganization or otherwise involving the Company in which the Company is the surviving corporation but holders of Shares receive securities of another corporation, or (iii) a sale of all or substantially all of the Company’s assets (as an
        entirety) or capital stock to another person, any Award granted hereunder shall be deemed to apply to the securities, cash or other property (subject to adjustment by cash payment in lieu of fractional interests) to which a holder of the number of
        Shares equal to the number of Shares the Participant would have been entitled, and proper provisions shall be made to ensure that this clause is a condition to any such transaction; provided, however, that for an Award that is not subject to
        Section 409A the Committee (or, if applicable, the board of directors of the entity assuming the Company’s obligations under the Employee Plan) shall, in its discretion, have the power to either:

      

      

      	
               

            	
              (i)

            	
              provide that Awards will be settled in cash rather than Stock;

            


      

      

      	
               

            	
              (ii)

            	
              provide that Awards will be assumed by another party to a transaction or otherwise be equitably converted or substituted in
                connection with such transaction;

            


      

      

      	
               

            	
              (iii)

            	
              provide that performance targets and performance periods for Performance Awards will be modified;

            


      

      

      
        13

        
          


      

      	
               

            	
              (iv)

            	
              provide, upon written notice to Participants, that all Awards that are currently exercisable must be exercised within the time
                period specified in the notice and that all Awards not exercised as of the expiration of such period shall be terminated without consideration; provided, however, that the Committee (or successor board of directors) may provide, in its
                discretion, that, for purposes of this subsection, all outstanding Awards are currently exercisable, whether or not vested;

            


      

      

      	
               

            	
              (v)

            	
              cancel any or all Awards and, in consideration of such cancellation, pay to each Participant an amount in cash with respect to each
                Share issuable under an Award equal to the difference between the Fair Market Value of such Share on such date (or, if greater, the value per Share of the consideration received by holders of Shares as a result of such merger,
                consolidation, reorganization or sale) and the Exercise Price; or

            


      

      

      	
               

            	
              (vi)

            	
              any combination of the foregoing.

            


      

      

      The Committee’s determination may not be uniform and may be different for different Participants whether or not such Participants are
        similarly situated.:

      

      

      Section 8.    Amendment and Termination

      

      

      Except to the extent prohibited by applicable law and unless otherwise expressly provided in an Award Agreement or in the Employee Plan:

      

      

      (a) Amendments to the Employee Plan.
        The Board of Directors of the Company may amend, alter, suspend, discontinue, or terminate the Employee Plan, in whole or in part; provided, however,
        that without the prior approval of the Company’s stockholders, no material amendment shall be made if stockholder approval is required by applicable law, rule or regulation, and; provided, further, that, notwithstanding any other provision of the Employee Plan or any Award Agreement, no such amendment, alteration, suspension, discontinuation, or termination shall be made without the
        approval of the stockholders of the Company that would:

      

      

      	
               

            	
              (i)

            	
              increase the total number of Shares available for Awards under the Employee Plan, except as provided in Section 7 hereof; or

            


      

      

      	
               

            	
              (ii)

            	
              except as provided in Section 7, permit Options, Stock Appreciation Rights, or other Stock-Based Awards encompassing rights to
                purchase Shares to be repriced, replaced, or regranted through cancellation, or by lowering the exercise price of a previously granted Option or the grant price of a previously granted Stock Appreciation Right, or the purchase price of a
                previously granted Other Stock-Based Award.

            


      

      

      (b) Amendments to Awards. The
        Committee may waive any conditions or rights under, amend any terms of, or amend, alter, suspend, discontinue, or terminate, any Awards theretofore granted, prospectively or retroactively. No such amendment or alteration shall be made which would
        impair the rights of any Participant, without such Participant’s consent, under any Award theretofore granted, provided that no such consent
        shall be required with respect to any amendment or alteration if the Committee determines in its sole discretion that such amendment or alteration either (i) is required or advisable in order for the Company, the Employee Plan or the Award to
        satisfy or conform to any law or regulation or to meet the requirements of any accounting standard, or (ii) is not reasonably likely to significantly diminish the benefits provided under such Award.

      

      

      Section 9.    General Provisions

      

      

      (a) No Rights to Awards. No
        Employee, Participant or other Person shall have any claim to be granted any Award under the Employee Plan, or, having been selected to receive an Award under this Plan, to be selected to receive a future Award, and further there is no obligation
        for uniformity of treatment of Employees, Participants, or holders or beneficiaries of Awards under the Employee Plan. The terms and conditions of Awards need not be the same with respect to each recipient.

      

      

      
        14

        
          


      

      (b) Withholding. The Company or any
        Affiliate shall be authorized to withhold from any Award granted or any payment due or transfer made under any Award or under the Employee Plan the amount (in cash, Shares, other securities, or other Awards) of withholding taxes due in respect of
        an Award, its exercise, or any payment or transfer under such Award or under the Employee Plan and to take such other action as may be necessary in the opinion of the Company or Affiliate to satisfy statutory withholding obligations for the payment
        of such taxes.  The Participant may satisfy, totally or in part, his obligations pursuant to this section by electing to have Shares withheld, to redeliver Shares acquired under an Award, or to deliver previously owned Shares, provided that the
        election is made in writing on or prior to (i) the date of exercise, in the case of Options and SAR’s (ii) the date of payment, in respect of Restricted Stock Units, or Performance Awards, and (iii) the expiration of the period of restriction, in
        respect of Restricted Stock. Any election made under this section shall be irrevocable by the Participant and may be disapproved by the Committee at any time in its sole discretion. If an election is disapproved by the Committee, the Participant
        must satisfy his obligations pursuant to this paragraph in cash.

      

      

      (c) Other Company Benefit and Compensation
          Arrangements.  Payments and other benefits received by a Participant under an Award made pursuant to the Employee Plan shall not be deemed a part of a Participant’s regular, recurring compensation for purposes of any termination, indemnity
        or severance pay law and shall not be included in, nor have any effect on, the determination of benefits under any pension or other employee benefit plan or similar arrangement provided by the Company or Affiliate, unless (i) expressly so provided
        by such other plan or arrangement or (ii) the Committee expressly determines that an Award or a portion thereof should be included as recurring compensation. Nothing contained in the Employee Plan shall prevent the Company or any Affiliate from
        adopting or continuing in effect other or additional compensation arrangements, and such arrangements may be either generally applicable or applicable only in specific cases.

      

      

      (d) No Right to Employment. The
        grant of an Award shall not constitute an employment contract nor be construed as giving a Participant the right to be retained in the employ of the Company or any Affiliate. Further, the Company or an Affiliate may at any time dismiss a
        Participant from employment, free from any liability, or any claim under the Employee Plan, unless otherwise expressly provided in the Employee Plan or in any Award Agreement.

      

      

      (e) Governing Law. The validity,
        construction, and effect of the Employee Plan and any rules and regulations relating to the Employee Plan shall be determined in accordance with the laws of the State of Delaware and applicable Federal law without regard to conflict of law.

      

      

      (f) Severability. If any provision
        of the Employee Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction, or as to any Person or Award, or would disqualify the Employee Plan or any Award under any law deemed applicable by the
        Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Employee Plan or
        the Award, such provision shall be stricken as to such jurisdiction, Person, or Award, and the remainder of the Employee Plan and any such Award shall remain in full force and effect.

      

      

      (g) No Trust or Fund Created.
        Neither the Employee Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate and a Participant or any other Person. To the extent that any
        Person acquires a right to receive payments from the Company or any Affiliate pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company or any Affiliate.

      

      

      (h) No Fractional Shares. No
        fractional Shares shall be issued or delivered pursuant to the Employee Plan or any Award, and the Committee shall determine whether cash or other securities shall be paid or transferred in lieu of any fractional Shares, or whether such fractional
        Shares or any rights thereto shall be canceled, terminated, or otherwise eliminated.

      

      

      (i) Headings. Headings are given to
        the Sections and subsections of the Employee Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Employee Plan or any provision
        thereof, and, in the event of any conflict, the text of the Employee Plan, rather than such headings, shall control.

      

      

      
        15

        
          


      

      (j) Indemnification. Subject to
        requirements of Delaware State law, each individual who is or shall have been a member of the Board, or a Committee appointed by the Board or a delegate of the Committee so acting, shall be indemnified and held harmless by the Company against and
        from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be
        involved by reason of any action taken or failure to act under this Plan and against and from any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any
        such action, suit, or proceeding against him or her, 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/her own behalf, unless such loss, cost, liability, or expense is a result of his/her own willful misconduct or except as expressly provided by statute. The foregoing
        right of indemnification shall not be exclusive of any other rights of indemnification to which such individuals may be entitled under the Company’s Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

      

      

      (k) Compliance with Section 409A.
        Except to the extent specifically provided otherwise by the Committee, Awards under the Employee Plan are intended to either be exempt from Section 409A or structured to comply with the requirements of Section so as to avoid the imposition of any
        additional taxes or penalties under Section 409A. If the Committee determines that an Award, Award Agreement, payment, distribution, deferral election, transaction or any other action or arrangement contemplated by the provisions of the Employee
        Plan would, if undertaken, cause a Participant to become subject to any additional taxes or other penalties under Section 409A, then unless the Committee specifically provides otherwise, such Award, Award Agreement, payment, distribution, deferral
        election, transaction or other action or arrangement shall not be given effect to the extent it causes such result and the related provisions of the Employee Plan and/or Award Agreement will be deemed modified, or, if necessary, suspended in order
        to comply with the requirements of Section 409A to the extent determined appropriate by the Committee, in each case without the consent of or notice to the Participant.  For any Award that is subject to Section 409A, all rights to amend, terminate
        or modify the Employee Plan or such Award are subject to the requirements and limitations of Section 409A.  Notwithstanding any provision in the Employee Plan to the contrary, with respect to any Award that is subject to Section 409A, distributions
        on account of a separation from service may not be made to a “specified employee” (as defined by Section 409A) before the date which is six (6) months after the date of separation from service (or, if earlier, the date of death of the employee).  A
        Participant who is subject to the restriction described in the previous sentence shall be paid on the first payroll date after the six-month anniversary of the Participant’s separation from service an amount equal to the benefit that the
        Participant would have received during such six month period absent the restriction.

      

      

      (l) No Representations or Covenants with
          Respect to Tax Qualification. Although the Company may endeavor to (i) qualify an Award for favorable U.S. tax provisions (e.g.,
        incentive stock options under Section 422 of the Code) or (ii) avoid adverse tax treatment (e.g., under Section 409A of the Code), the Company makes no representation to that effect and expressly disavows any covenant to maintain favorable or avoid
        unfavorable tax treatment. The Company shall be unconstrained in its corporate activities without regard to the potential negative tax impact on holders of Awards under the Employee Plan.  Notwithstanding the foregoing, neither the Company nor the
        Committee shall have any obligation to take any action to prevent the assessment of any additional tax or penalty on any Participant under Section 409A of the Code and neither the Company nor the Committee will have any liability to any Participant
        for such tax or penalty.

      

      

      (m) Compliance with Laws. The
        granting of Awards and the issuance of Shares under the Employee Plan shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or stock exchanges or automated quotation systems on which the
        Company is listed, quoted or traded as may be required. The Company shall have no obligation to issue or deliver evidence of title for Shares issued under the Employee Plan prior to:

      

      

      	
               

            	
              (i)

            	
              obtaining any approvals from governmental agencies that the Company determines are necessary or advisable; and

            


      

      

      	
               

            	
              (ii)

            	
              completion of any registration or other qualification of the Shares under any applicable national or foreign law or ruling of any
                governmental body that the Company determines to be necessary or advisable or at a time when any such registration or qualification is not current, has been suspended or otherwise has ceased to be effective.

            


      

      

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

       

      (n) Code Section 83(b) Elections.  Neither
        the Company, any Affiliate, nor the Committee shall have any responsibility in connection with a Participant’s election, or attempt to elect, under Code section 83(b) to include the value of a Restricted Stock Award in the Participant’s gross
        income for the year of payment.  Any Participant who makes a Code section 83(b) election with respect to any such Award shall promptly notify the Committee of such election and provide the Committee with a copy thereof.

      

      

      (o) Shareholder Rights. Except as
        provided in the Employee Plan or an Award Agreement, no Participant shall be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Common Stock subject to such Award unless and until such Participant
        has satisfied all requirements for exercise of the Award pursuant to its terms and no adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions of other rights for which the
        record date is prior to the date such Common Stock certificate is issued, except as provided in Section 7 hereof.

      

      

      (p) Disqualifying Dispositions. Any
        Participant who shall make a “disposition” (as defined in Section 424 of the Code) of all or any portion of shares of Common Stock acquired upon exercise of an Incentive Stock Option within two years from the Grant Date of such Incentive Stock
        Option or within one year after the issuance of the shares of Common Stock acquired upon exercise of such Incentive Stock Option (a “Disqualifying Disposition”) shall be required to immediately advise the Company in writing as to the occurrence of
        the sale and the price realized upon the sale of such shares of Common Stock.

      

      

      (q) Recoupment or Clawback.  Awards
        under the Plan shall be subject to such Company policies or such applicable statutes, rules, or regulations regarding recoupment or clawback as may be in effect from time-to-time, regardless of whether the Participant is in the service of the
        Company or an Affiliate at the time the events giving rise to the recoupment or clawback occur or are discovered.  In particular, and not in limitation of the foregoing, if for any reason the Company’s financial statements must be restated for any
        part of a Performance Period, as a result of material noncompliance with accounting requirements, and the vesting or amount of an Award for a Participant would be materially affected by information changed in such financial statements, then such
        Award will be forfeited, and be repaid to the Company, in such amount or to such extent as the Committee shall determine.

      

      

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

      

      

      Section 10.    Term of the Employee Plan

      

      

      The Plan shall remain in full force and effect through the tenth (10th) anniversary of the Effective Date, unless sooner
        terminated by the Board.  After the Employee Plan is terminated, no future Awards may be granted, but Awards previously granted shall remain outstanding in accordance with their applicable terms and conditions and the Employee Plan’s terms and
        conditions.

       

      

    

  

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