HEALTHCARE TRIANGLE, INC.


 


2020 STOCK
INCENTIVE PLAN


 


ARTICLE
1


 


ESTABLISHMENT, OBJECTIVES,
AND DURATION


 


1.1Establishment
of the Plan. Healthcare Triangle, Inc.,
hereby establishes an incentive compensation
plan to be known as the “Healthcare Triangle,
Inc. 2020
Omnibus
Incentive Plan” (hereinafter referred
to as the “Plan”). The Plan
permits the
granting of Nonqualified
Stock Options,
Incentive Stock
Options, Stock
Appreciation Rights,
Restricted Stock,
Restricted Stock Units, Performance Shares, Performance
Units and
Other Awards.


 


The
Plan will become effective May 1, 2020 (the
“Effective Date”) upon approval
of the Company’s
stockholders.
The Plan shall remain
in effect as provided in Section 1.3
hereof.


 


1.2Objectives
of the Plan. The
objectives of the
Plan are to optimize
the profitability
and growth
of the Company through
incentives
that are consistent
with the Company’s
goals and that
link the personal
interests of Participants
to those of the Company’s
stockholders.


 


The
Plan is further intended
to provide
flexibility
to the Company
in its ability to motivate,
attract and retain the services
of Participants who make
or are expected
to make significant contributions
to the Company’s
success and to allow Participants
to share in the
success of the
Company.


 


1.3Duration
of the Plan. No Award may be granted
under the
Plan after the day immediately preceding
the tenth
anniversary
of the Effective
Date, or such earlier date as the Board
shall determine.
The Plan will remain in effect with respect
to outstanding
Awards until no
Awards remain outstanding.


 


ARTICLE
2


 


DEFINITIONS


 


The following
terms, when capitalized,
shall have
the meanings
set forth below:


 


2.1“Award”
means, individually
or collectively,
Nonqualified Stock
Options, Incentive
Stock Options,
Stock Appreciation
Rights, Restricted Stock, Restricted
Stock Units, Performance
Shares, Performance Units, and
Other Awards granted
under the
Plan.


 


2.2“Award
Agreement”
means an agreement
entered into by the Company
and a Participant setting
forth the
terms and provisions
applicable to an Award.


 


2.3“Beneficial
Ownership” shall
have the
meaning ascribed
to such term in Rule
13d-3 of the
General Rules
and Regulations under
the Exchange
Act.


 


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


 


2.5 “Cause”
means the engaging by a Participant in illegal conduct that, in the sole discretion of the Committee, is materially and demonstrably injurious
to the Company, unless otherwise defined in an agreement between the Participant and the Company.


 


2.6“Change
in Control” means
that the conditions
set forth in any one of
the following
subsections shall have
been satisfied:


 


(a) an acquisition
immediately
after which any Person
possesses direct or indirect
Beneficial Ownership
of 25% or more
of either the
then outstanding
shares of
Company
common stock
(the “Outstanding
Company
Common
Stock”) or the combined
voting power of
the then
outstanding
voting securities of
the Company
entitled to vote generally
in the election
of directors
(the “Outstanding
Company
Voting Securities”); provided
that the following
acquisitions shall
be excluded:
(i) any acquisition
directly from the Company,
other
than an acquisition
by virtue
of the exercise of a conversion
privilege unless
the security being
so converted was itself acquired
directly from the
Company,
(ii) any acquisition
by the Company,
(iii) any acquisition
by any employee
benefit
plan (or related trust)
sponsored
or maintained by
the Company
or a Subsidiary, or
(iv) any acquisition
pursuant
to a transaction
that complies
with paragraphs
(i), (ii) and (iii) of subsection
(c) of this Section 2.6;
or


 


(b)
during any
period of two
consecutive
years, the
individuals
who, as of the beginning
of such
period, constitute
the Board
(such Board
shall
be hereinafter
referred
to as the “Incumbent
Board”) cease
for any reason to
constitute at least a majority
of the Board;
provided
that for purposes
of this
Section 2.6,
any individual
who becomes
a member
of the Board
subsequent to
the beginning
of such
period and whose
election, or nomination
for election by the
Company’s
shareholders,
was approved
by a vote of at least two-thirds
of those individuals
who are members
of the Board and who were also members
of the Incumbent
Board (or
deemed to be such
pursuant
to this proviso)
shall be considered
as though
such individual
were a member
of the Incumbent
Board;
provided,
further, that
any such individual
whose initial assumption
of office occurs
as a result of either
an actual or threatened election contest
or other actual
or threatened
solicitation of proxies
or consents
by or on behalf of a Person
other than the
Board shall not be so
considered
as a member
of the Incumbent
Board; or


 


(c) consummation
of a reorganization,
merger, share
exchange,
consolidation
or sale or other disposition
of all or substantially
all of the assets of the
Company
(“Corporate Transaction”);
excluding,
however,
such a Corporate
Transaction pursuant
to which:


 


(i) all or
substantially
all of the individuals
and entities who have
Beneficial Ownership,
respectively, of the
Outstanding
Company
Common
Stock and Outstanding
Company
Voting Securities immediately
prior to
such Corporate Transaction
will have
Beneficial Ownership,
directly or indirectly,
of more than
50% of, respectively,
the outstanding
shares of common
stock and
the combined
voting power
of the then
outstanding
voting securities entitled
to vote generally
in the election
of directors,
as the case may be,
of the corporation
resulting from
such Corporate
Transaction (including,
without
limitation, the
Company
or a corporation that as a result
of such transaction
owns the Company or all or
substantially all of
the Company’s
assets either directly or
through one
or more
subsidiaries)
(the “Resulting
Corporation”)
in substantially the
same proportions
as their ownership,
immediately prior
to such Corporate
Transaction, of
the Outstanding
Company
Common
Stock and Outstanding
Company
Voting Securities, as the case may
be;


 


(ii) no Person
(other
than (1) the
Company,
(2) an employee
benefit plan (or
related trust) sponsored
or maintained by
the Company
or Resulting Corporation,
or (3) any entity controlled
by the Company
or Resulting
Corporation)
will have Beneficial Ownership,
directly or
indirectly, of 25%
or more
of, respectively,
the outstanding
shares of common
stock of the
Resulting Corporation
or the combined
voting power
of the outstanding
voting securities of the Resulting
Corporation
entitled to vote generally
in the election of directors,
except to the
extent that such
ownership
existed prior to the Corporate Transaction;
and


 


(iii) individuals
who were members
of the
Incumbent
Board will continue
to constitute
at least a majority of
the members
of the board
of directors
of the Resulting Corporation;
or


 


(d)
the approval
by the stockholders
of the Company
of a complete
liquidation or dissolution
of the Company.


 


2.7
“Code” means the Internal Revenue
Code of 1986, as
amended from time
to time.


 


2.8“Committee”
means the entity,
as specified in Section 3.1,
authorized to administer
the Plan.


 


2.9“Company”
means Healthcare Triangle, Inc., and
any successor thereto.


 


2.10“Consultant”
means any natural person that is a consultant or advisor
to the Company
or a Subsidiary.


 


2.11“Director”
means any
individual who is a member
of the Board
of Directors of the
Company
or a Subsidiary.


 


2.12 “Disability”
means an individual: (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental
impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months;
or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected
to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than
three (3) months under an accident and health plan covering employees or directors of the Company. Medical determination of Disability
may be made by either the Social Security Administration or by the provider of an accident or health plan covering Employees or Directors
of the Company provided that the definition of “disability” applied under such disability insurance program complies with
the requirements of the preceding sentence. Upon the request of the plan administrator, the Participant must submit proof to the plan
administrator of the Social Security Administration’s or the provider’s determination.


 


2.13“Dividend
Equivalent”
means, with respect
to Shares subject
to an Award, a right to be paid an amount
equal to the
dividends
declared and paid
on an equal
number
of outstanding
Shares.


 


2.14“Effective
Date” shall have the meaning ascribed
to such term in Section 1.1 hereof.


 


2.15“Employee”
means any employee
of the Company
or a Subsidiary.


 


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


 


2.17“Exercise
Price” means the price at which a Share
may be purchased
by a Participant
pursuant to an Option.


 


2.18“Fair
Market Value” means the fair market
value of a Share as determined
in good faith by the
Committee or pursuant
to a procedure
specified in good
faith by the Committee;
provided,
however,
that if the
Committee has not specified otherwise, Fair
Market Value shall mean (a), if the Company’s shares are listed on the NASDAQ Stock
Market, the closing price of a Share as reported on the NASDAQ Stock Market or (b) if the Company’s shares are not listed on the
NASDAQ Stock Market, but are listed on a different national securities exchange or are quoted on the OTC Markets, the closing price of
a Share as reported on such other national securities exchange or the OTC Markets, as applicable.


 


2.19“Freestanding
SAR” means an
SAR that
is granted independently
of any
Options, as described
in


Article 7 herein.


 


2.20“Incentive
Stock Option” or “ISO”
means an Option that
is intended to meet the
requirements of


Code Section
422.


 


2.21“Nonqualified
Stock Option”
or “NQSO” means an Option
that is not intended
to meet the requirements
of Code Section 422.


 


2.22“Option”
means an Incentive Stock Option or a Nonqualified
Stock Option
granted under
the Plan, as described
in Article 6 herein.


 


2.23“Other
Award” means a cash, Share-based
or Share-related Award
(other
than an Award
described in Article 6,
7, 8, 9 or
10 of the Plan) that is granted
pursuant
to Article 11 herein.


 


2.24“Participant”
means a current
of former
Employee, Director
or Consultant
who has rights
relating to an outstanding
Award.


 


2.25“Performance-Based
Exception”
means the performance-based exception
from the tax deductibility
limitations
of Code Section 162(m).


 


2.26“Performance
Period” means the period during
which a performance
measure must
be met.


 


2.27“Performance
Share” means
an Award granted to a Participant,
as described in Article 9 herein.


 


2.28“Performance
Unit” means an Award
granted to a Participant,
as described
in Article 10 herein.


 


2.29“Period
of Restriction” means
the period Restricted Stock
or Restricted Stock Units are subject
to a substantial risk
of forfeiture
and are not transferable,
as provided
in Articles 8 and 9 herein.


 


2.30“Person”
shall have
the meaning
ascribed to such
term in Section 3(a)(9)
of the Exchange
Act and used
in Sections 13(d)
and14(d)
thereof.


 


2.31“Replacement
Awards” means
Awards issued in substitution
of awards granted
under equity-based
incentive plans
sponsored
or maintained by
an entity with which the Company
engages
in a merger, acquisition
or other
business
transaction, pursuant
to which awards relating
to interests in
such entity (or
a related entity) are outstanding
immediately prior
to such merger,
acquisition or
other business
transaction.
For all purposes
hereunder, Replacement
Awards shall
be deemed Awards.


 


2.32“Restricted
Stock” means
an Award granted to a Participant, as described
in Article 8 herein.


 


2.33“Restricted
Stock Unit” means
an Award granted to
a Participant,
as described
in Article 9 herein.


 


2.34“Share”
means a share
common stock
of the Company, par value
$0.001
per share,
subject
to adjustment pursuant
to Section 4.3 hereof.


 


2.35“Stock
Appreciation Right” or “SAR”
means an Award granted
to a Participant, either
alone or in connection
with a related Option, as described
in Article 7 herein.


 


2.36“Subsidiary”
means any corporation in which
the Company
owns,
directly or
indirectly, at least fifty percent
(50%) of the
total combined
voting power
of all classes of stock,
or any other
entity (including,
but not limited
to, partnerships
and joint ventures)
in which the
Company
owns,
directly or indirectly,
at least fifty percent (50%)
of the combined
equity thereof.
Notwithstanding
the foregoing,
for purposes
of determining
whether
any individual
may be a Participant
for purposes
of any
grant
of Incentive
Stock Options,
“Subsidiary”
shall
have the meaning ascribed
to such term
in Code Section 424(f).


 


2.37“Tandem
SAR” means
an SAR that is granted in connection
with a related Option, as described
in Article 7 herein.


 


ARTICLE
3


 


ADMINISTRATION


 


3.1The
Committee.
The Plan
shall be administered
by the Compensation
Committee of the Board
or such other
committee
as the Board
shall select (the “Committee”)
or if there is no Compensation Committee and the Board has not selected another committee, the Plan shall be administered by the Chief
Executive Officer of the Company and shall have the authorities of the Committee as set forth in Section 3.2.


 


3.2Authority
of the Committee. Except
as limited by law or by
the Certificate of Incorporation
or Bylaws of the Company,
and subject to
the provisions
herein,
the Committee
shall have
full power to
select the Employees,
Directors and
Consultants who
shall participate in the
Plan; determine the
sizes and types of Awards;
determine the
terms and conditions
of Awards in a manner
consistent
with the Plan; construe
and interpret
the Plan and any Award Agreement
or other
agreement
or instrument
entered into
in connection
with the Plan; establish,
amend, or waive
rules and regulations
for the
Plan’s administration;
and,
subject
to the provisions
of Section 19.3
herein,
amend the
terms and conditions
of any outstanding
Award and Award Agreement.
Further,
the Committee
shall make all other determinations
that may
be necessary or advisable
for the
administration of the
Plan. As permitted
by law, the
Committee
may delegate
its authority as identified
herein.


 


3.3Decisions
Binding. All determinations
and decisions made
by the Committee,
the Chief Executive Officer or any of their designees pursuant
to the provisions
of the
Plan and all related orders
and resolutions
of the Board
shall be final, conclusive
and binding
on all Persons, including
the Company,
its Subsidiaries,
its stockholders,
Directors, Employees,
Consultants and
their estates and beneficiaries and any
transferee
of an Award.


 


ARTICLE
4


 


SHARES SUBJECT
TO THE PLAN; INDIVIDUAL
LIMITS; AND
ANTI-DILUTION
ADJUSTMENTS


 


4.1Number
of Shares Available for
Grants.


 


(a) Subject
to adjustment
as provided
in Section 4.3 herein,
the maximum
number of Shares
that may
be delivered pursuant
to Awards under
the Plan shall
be two million two hundred thousand (2,200,000) Shares;
provided
that:


 


(i) Shares
that are potentially
deliverable
under
an Award granted under
the Plan that is canceled, forfeited, settled
in cash, expires or is otherwise
terminated
without delivery
of such
Shares
shall not be
counted as having been delivered
under the Plan.


 


(ii) Shares
that have
been issued in connection
with an Award of Restricted Stock that is canceled
or forfeited prior to vesting
or settled in cash, causing
the Shares to be
returned to the
Company,
shall not be counted
as having been delivered
under the
Plan.


 


If Shares
are returned to the
Company
in satisfaction of taxes relating
to Restricted Stock, in connection
with a cash out
of Restricted Stock (but excluding
upon forfeiture
of Restricted Stock)
or in connection with the
tendering
of Shares by
a Participant in satisfaction
of the Exercise Price or taxes relating
to an Award,
such
issued
Shares
shall not
become
available
again under
the Plan.
Each SAR issued
under
the Plan will be counted
as one share issued
under the Plan without regard
to the number
of Shares issued to the
Participant upon
exercise of such SAR.


 


Shares
delivered pursuant
to the
Plan may be authorized but
unissued Shares,
treasury Shares or Shares purchased
on the open
market.


 


(b) Subject
to adjustment
as provided
in Section 4.3 herein,
two million two hundred thousand (2,200,000) Shares
may be
delivered
in connection with “full
value Awards,”
meaning Awards
other than
Options,
SARs, or Other Awards
for which
the Participant
pays the
grant date
intrinsic value.


 


(c) Notwithstanding
the foregoing,
for purposes
of determining
the number
of Shares
available for
grant as Incentive
Stock Options,
only Shares that are subject
to an Award that
expires or is cancelled,
forfeited
or settled in cash shall be treated as not
having
been issued under
the Plan.


 


4.2Individual
Limits. Subject to adjustment
as provided
in Section 4.3
herein, the
following rules shall apply
with respect to Awards
and any
related dividends or Dividend
Equivalents intended
to qualify
for the
Performance-Based Exception:


 


(a) Options:
The maximum aggregate number
of Shares with respect to which
Options may
be granted
in any one fiscal year to any
one Participant
shall be two hundred twenty thousand
(220,000) Shares.


 


(b) SARs:
The maximum
aggregate number of Shares
with respect to which
Stock Appreciation Rights
may be granted
in any one fiscal year to any
one Participant
shall be two
hundred twenty thousand (220,000) Shares.


 


(c) Restricted
Stock:
The maximum
aggregate number
of Shares
of Restricted Stock that may
be granted in any
one fiscal year to any one
Participant
shall be two
hundred twenty thousand (220,000) Shares.


 


(d) Restricted
Stock Units:
The maximum aggregate number
of Shares with respect to which Restricted Stock
Units may be granted in any one fiscal year to
any one Participant
shall be three hundred thousand (220,000) Shares.
two hundred twenty thousand


 


(e) Performance
Shares: The
maximum
aggregate number of Shares
with respect to which
Performance Shares may be granted
in any one fiscal year to any
one Participant
shall be two
hundred twenty thousand (220,000) Shares.


 


(f) Performance
Units: The maximum
aggregate compensation
that can be paid pursuant
to Performance Units awarded
in any one fiscal year to any
one Participant shall be
$1,000,000
or a number
of Shares having an aggregate
Fair Market
Value not in excess
of such
amount.


 


(g) Other
Awards: The
maximum
aggregate compensation
that can be paid pursuant
to Other Awards awarded
in any one fiscal year to any one
Participant shall
be $1,000,000
or a number of Shares
having an aggregate
Fair Market Value not
in excess of such amount.


 


(h) Dividends
and Dividend Equivalents:
The maximum
dividend or Dividend
Equivalent that
may be paid in any
one fiscal year to any one Participant
shall be $1,000,000.


 


4.3Adjustments
in Authorized
Shares and Awards.
In the event
of any equity restructuring
(within the meaning
of Financial Accounting
Standards No. 123R),
such as a stock
dividend,
stock split,
spin-off,
rights offering or recapitalization
through
a large, nonrecurring
cash dividend,
the Committee
shall cause an equitable adjustment
to be made (i) in the
number and kind
of Shares
that may be delivered
under the
Plan under
Section 4.1 hereof,
(ii) in the individual
limitations
set forth in Section 4.2
hereof and (iii) with respect
to outstanding
Awards, in the
number
and kind of Shares
subject to outstanding
Awards, the
Exercise Price,
grant price
or other price of Shares subject to outstanding
Awards, any performance
conditions relating to
Shares,
the market
price of Shares, or
per-Share results,
and other
terms and conditions of outstanding
Awards, in the
case of (i), (ii) and (iii) to prevent
dilution
or enlargement
of rights. In the
event of any
other change
in corporate capitalization,
such as a merger, consolidation
or liquidation,
the Committee may, in its sole
discretion, cause
an equitable adjustment
as described in the
foregoing
sentence to be
made, to prevent
dilution or enlargement
of rights. The
number of
Shares subject to any
Award shall always
be rounded
down to a whole number
when adjustments
are made pursuant
to this Section 4.3.
Adjustments made by the
Committee
pursuant to
this Section 4.3
shall be
final, binding and
conclusive.


 


ARTICLE
5


 


ELIGIBILITY AND PARTICIPATION


 


5.1Eligibility.
Persons eligible
to participate
in the Plan include
all Employees,
Directors and Consultants.


 


5.2Actual
Participation.
Subject to the provisions
of the Plan, the
Committee
may, from time to time,
select from all eligible
Employees,
Directors and Consultants,
those to whom Awards
shall be granted and
shall determine the nature and
amount of each Award.


 


ARTICLE
6


 


OPTIONS


 


6.1Grant
of Options.
Subject to the terms
and provisions
of the Plan, Options
may be
granted to Participants in such
amounts, upon such
terms, and at such
times as the Committee
shall determine.


 


6.2Award
Agreement.
Each Option grant
shall be evidenced
by an Award Agreement that
shall specify the Exercise Price, the duration
of the Option,
the number
of Shares
to which
the Option
pertains,
and such
other provisions
as the Committee
shall determine. The Award
Agreement
also shall specify whether
the Option
is intended to
be an ISO or an NQSO.
Options that
are intended
to be ISOs shall be
subject to the limitations
set forth in Code Section
422.


 


6.3Exercise
Price. The Exercise Price for each
grant of an
Option under the
Plan shall be at least
equal to one hundred
percent (100%)
of the Fair Market
Value of a Share
on the date the
Option is granted;
provided, however, that this
restriction shall not apply
to Replacement Awards or Awards
that are adjusted pursuant to Section 4.3
herein.
No ISO granted to a Participant
who, at the time
the ISO is granted,
owns stock
representing more
than ten percent
(10%) of the
voting power
of all classes of stock
of the Company
or any Subsidiary
shall have
an Exercise Price
that is less than one
hundred
ten percent
(110%)
of the
Fair Market
Value of
a Share
on the
date the
ISO is granted.


 


6.4Duration
of Options.
Each Option granted
to a Participant
shall expire at such
time as the Committee
shall determine
at the time
of grant; provided,
however,
that no Option
shall be exercisable
later than the tenth (10th)
anniversary date of its grant.
No ISO granted
to a Participant who,
at the time the ISO is granted,
owns stock representing
more than
ten percent (10%)
of the voting
power of all classes of
stock of the
Company
or any
Subsidiary shall
be exercisable
later than the fifth
(5th)
anniversary
of the date of
its grant.


 


6.5Exercise
of Options. Options
granted under
this Article 6 shall be exercisable
at such times and be subject
to such restrictions
and conditions
as set forth in the
Award Agreement and as the
Committee shall in each instance approve,
which need not be the same for each
grant or for each Participant.


 


6.6Payment.
Options granted
under this Article 6 shall
be exercised by
the delivery
of a written notice of exercise to the Company,
setting forth the
number
of Shares
with respect to which the
Option is to be exercised
and specifying
the method of payment
of the Exercise Price.


 


The
Exercise Price of an Option
shall be payable
to the Company
in full: (a) in cash or
its equivalent,
(b) by tendering
Shares or directing the
Company
to withhold
Shares from
the Option
having an
aggregate
Fair Market
Value at the time
of exercise equal to
the Exercise Price, (c) by broker-assisted
cashless exercise,
(d) in any other manner then
permitted by the
Committee, or (e) by a combination
of any
of the permitted
methods of payment.
The Committee
may limit
any method
of payment,
other than
that specified under
(a), for administrative
convenience,
to comply
with applicable law, or
for any other
reason.


 


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


 


6.8Dividend
Equivalents. At the
discretion of the Committee,
an Award of Options
may provide the
Participant with the right to receive Dividend
Equivalents, which
may be paid currently
or credited to
an account for the
Participant, and may
be settled in cash and/or Shares,
as determined
by the Committee
in its sole discretion,
subject in each case to such
terms and conditions
as the Committee shall
establish.


 


6.9Termination
of Employment
or Service. Each Participant’s
Option Award Agreement
shall set forth the
extent to which
the Participant
shall have
the right
to exercise the
Option following
termination
of the Participant’s
employment
or, if the
Participant is a Director
or Consultant,
service with the Company
and/or a Subsidiary, as the
case may be. Such
provisions shall
be determined
in the sole discretion
of the Committee,
need not be uniform
among all Options,
and may
reflect distinctions based
on the
reasons for
termination of
employment
or service.


 


6.10Non-transferability
of Options.


 


(a) Incentive
Stock Options. ISOs may
not be sold,
transferred,
pledged, assigned,
or otherwise alienated or hypothecated,
other than by will or by the
laws of descent
and distribution, and
shall be exercisable during
a Participant’s lifetime
only by such
Participant.


 


(b) Nonqualified
Stock Options.
NQSOs may not be sold,
transferred,
pledged, assigned,
or otherwise alienated or hypothecated,
other than by will or by the
laws of descent
and distribution, and
shall be exercisable during
a Participant’s lifetime
only by such
Participant. NQSOs may
not be transferred
for value or consideration.


 


 


 


ARTICLE
7


 


STOCK APPRECIATION RIGHTS


 


7.1Grant
of SARs. Subject to the
terms and provisions
of the Plan,
SARs may be granted
to Participants in such amounts,
upon such
terms, and at such
times as the Committee
shall determine.
The Committee
may grant Freestanding
SARs, Tandem
SARs, or any
combination
of these
forms
of SAR.


 


The Committee
shall have complete
discretion in determining the number
of SARs granted to each Participant
(subject to Article 4 herein)
and, consistent
with the provisions
of the Plan,
in determining
the terms and conditions
pertaining
to such SARs.


 


The grant
price of a Freestanding SAR shall at least equal the
Fair Market Value of a Share on the date of grant
of the SAR, and the
grant price of a Tandem SAR shall
equal the Exercise
Price of the related Option;
provided, however, that this
restriction shall not apply
to Replacement Awards or Awards
that are adjusted pursuant to Section 4.3
herein.


 


7.2Exercise
of Tandem SARs.
A Tandem SAR may
be exercised only
with respect to the Shares for which its related
Option is then exercisable.
To the extent
exercisable,
Tandem SARs may
be exercised
for all or part of the Shares subject
to the
related Option. The
exercise of all or part
of a Tandem SAR shall
result in the forfeiture
of the right
to purchase
a number of Shares
under the
related Option
equal to the number
of Shares with respect to which the SAR is exercised.
Conversely, upon exercise of all or part of
an Option with respect
to which a Tandem
SAR has been granted,
an equivalent
portion of the Tandem SAR shall
similarly be
forfeited.


 


Notwithstanding
any other provision
of the Plan to the
contrary, with respect
to a Tandem
SAR granted in connection
with an ISO: (i) the Tandem SAR will expire no
later than the
expiration of the
underlying
ISO; (ii) the value
of the payout
with respect to the Tandem SAR may
be for no more
than one
hundred percent
(100%) of the
difference between the Exercise
Price of the underlying
ISO and the Fair Market
Value of the Shares
subject to the
underlying
ISO at the time the
Tandem SAR is exercised;
and (iii) the Tandem SAR may
be exercised only
when the Fair Market
Value of the Shares
subject to the ISO exceeds
the Exercise
Price of the ISO.


 


7.3Exercise
of Freestanding SARs.
Freestanding
SARs may be exercised
upon whatever terms
and conditions
the Committee,
in its sole discretion,
imposes upon
them and sets forth
in the Award Agreement.


 


7.4Award
Agreement.
Each SAR grant shall
be evidenced by an
Award Agreement
that shall specify the grant
price, the term of the
SAR, and such other provisions
as the Committee
shall determine.


 


7.5Term
of SARs. The term of
an SAR granted under
the Plan shall be
determined by
the Committee, in its sole discretion;
provided,
however, that
such term shall not exceed
ten (10) years.


 


7.6Payment
of SAR Amount.
Upon exercise of
an SAR, a Participant shall
be entitled to receive
payment from the Company
in an amount
determined by multiplying:


 


(a) the
difference between the Fair Market Value of a Share on the date of exercise over the grant price; by


 


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


 


At the
discretion
of the Committee,
the payment upon SAR exercise may
be in cash, in Shares
of equivalent value, or
in some
combination
thereof.


 


7.7Dividend
Equivalents. At the
discretion of the Committee,
an Award of SARs
may provide
the Participant with the right to
receive Dividend Equivalents,
which may be paid currently
or credited to
an account for the
Participant, and may
be settled in cash and/or Shares,
as determined
by the Committee
in its sole discretion,
subject in each case to such
terms and conditions
as the Committee shall
establish.


 


7.8Termination
of Employment
or Service. Each SAR Award Agreement
shall set forth the extent
to which the Participant
shall have
the right
to exercise the
SAR following termination
of the Participant’s
employment
or, if the
Participant is a Director
or Consultant,
service with the Company
and/or a Subsidiary, as the case may
be. Such provisions
shall be determined in the
sole discretion
of the Committee,
need not
be uniform among
all SARs, and may reflect distinctions
based on the
reasons for
termination of employment
or service.


 


7.9Non-transferability
of SARs.
SARs may not be
sold, transferred,
pledged, assigned,
or otherwise alienated or hypothecated,
other than by will or by the
laws of descent
and distribution, and
shall be exercisable during
a Participant’s lifetime
only by such
Participant.
SARs may
not be transferred
for value or consideration.


 


ARTICLE
8


 


RESTRICTED
STOCK


 


8.1Grant
of Restricted Stock.
Subject to the terms
and provisions of the Plan, Restricted Stock may
be granted to Participants
in such amounts,
upon such
terms, and at such
times as the Committee
shall determine.


 


8.2Award
Agreement.
Each Restricted
Stock grant
shall be evidenced
by an Award Agreement
that shall specify
the Period(s)
of Restriction and, if applicable,
Performance Period(s), the
number of Shares
of Restricted Stock granted,
and such other
provisions as the
Committee shall
determine.


 


8.3Other
Restrictions. The
Committee shall impose
such other
conditions
and/or restrictions
on any Shares of Restricted
Stock granted
pursuant
to the Plan as it may deem advisable
including,
without limitation,
a requirement
that Participants pay
a stipulated purchase
price for each
Share of Restricted Stock, a requirement
that the issuance of Shares
of Restricted Stock be delayed, restrictions
based upon the
achievement
of specific performance
goals, time-based
restrictions on vesting following
the attainment of the
performance
goals, time-based
restrictions, and/or
restrictions
under
applicable laws or under
the requirements
of any stock
exchange
or market upon which such
Shares are listed or traded,
or holding requirements
or sale restrictions placed on the Shares by
the Company
upon vesting of such
Restricted Stock. The
Company
may retain in its custody
any certificate evidencing
the Shares of Restricted Stock and place thereon
a legend and
institute stop-transfer orders
on such Shares, and
the Participant shall
be obligated
to sign any stock power
requested by the
Company
relating to the Shares to give
effect to the forfeiture
provisions of
the Restricted Stock.


 


8.4Removal
of Restrictions. Subject to applicable
laws, Restricted Stock shall
become freely transferable
by the Participant
after the last day of
the Period of Restriction
applicable thereto. Once Restricted Stock is
released from the restrictions, the
Participant shall be entitled to receive
a certificate evidencing
the Shares.


 


8.5Voting
Rights. Unless otherwise
determined
by the Committee
and set forth in a Participant’s
Award Agreement,
to the extent permitted
or required by law,
as determined
by the
Committee,
Participants holding
Shares of Restricted Stock
granted hereunder
may exercise
full voting
rights
with respect to
those Shares during the Period
of Restriction.


 


8.6Dividends
and Other Distributions.
Except as otherwise
provided in a Participant’s
Award Agreement, during the
Period of Restriction,
Participants holding
Shares of Restricted Stock
shall receive all regular
cash dividends
paid with respect to all Shares while
they are so held,
and, except as otherwise
determined by the Committee,
all other distributions
paid with respect to such
Restricted Stock shall be
credited to Participants
subject to the same
restrictions on transferability
and forfeitability as the
Restricted Stock with respect
to which they were paid
and paid at such time
following
full vesting
as are paid the
Shares of Restricted Stock
with respect to which such
distributions were
made.


 


8.7Termination
of Employment
or Service. Each Award Agreement
shall set forth
the extent
to which the Participant
shall have
the right
to retain unvested Restricted
Stock following
termination
of the Participant’s
employment
or, if the
Participant is a Director or
Consultant,
service with the Company
and/or a Subsidiary, as the
case may be. Such
provisions
shall be determined
in the sole
discretion of the
Committee,
need not be uniform
among
all Awards of Restricted Stock,
and may reflect distinctions
based on the
reasons for termination
of employment or service.


 


8.8Non-transferability
of Restricted Stock.
Except as otherwise
determined
by the Committee,
during the applicable
Period of Restriction, a Participant’s
Restricted Stock
and rights relating thereto shall
be available during
the Participant’s
lifetime only
to such Participant,
and such
Restricted Stock and related rights
may not be sold, transferred,
pledged, assigned,
or otherwise alienated or hypothecated other
than by will or by the laws of descent
and distribution.


 


ARTICLE 9


 


RESTRICTED STOCK UNITS AND PERFORMANCE SHARES


 


9.1 Grant
of Restricted Stock Units/Performance Shares. Subject to the terms and provisions of the Plan, Restricted Stock Units and Performance
Shares may be granted to Participants in such amounts, upon such terms, and at such times as the Committee shall determine.


 


9.2 Award
Agreement. Each grant of Restricted Stock Units or Performance Shares shall be evidenced by an Award Agreement that shall specify
the applicable Period(s) of Restriction and/or Performance Period(s) (as the case may be), the number of Restricted Stock Units or Performance
Shares granted, and such other provisions as the Committee shall determine. The initial value of a Restricted Stock Unit or Performance
Share shall be at least equal to the Fair Market Value of a Share on the date of grant; provided, however, that this restriction shall
not apply to Replacement Awards or Awards that are adjusted pursuant to Section 4.3 herein.


 


9.3 Form
and Timing of Payment. Except as otherwise provided in Article 17 herein or a Participant’s Award Agreement, payment
of Restricted Stock Units or Performance Shares shall be made at a specified settlement date that shall not be earlier than the last day
of the Period of Restriction or Performance Period, as the case may be. The Committee, in its sole discretion, may pay earned Restricted
Stock Units and Performance Shares by delivery of Shares or by payment in cash of an amount equal to the Fair Market Value of such Shares
(or a combination thereof). The Committee may provide that settlement of Restricted Stock Units or Performance Shares shall be deferred,
on a mandatory basis or at the election of the Participant.


 


9.4 Voting
Rights. A Participant shall have no voting rights with respect to any Restricted Stock Units or Performance Shares granted hereunder;
provided, however, that the Committee may deposit Shares potentially deliverable in connection with Restricted Stock Units or Performance
Shares in a rabbi trust, in which case the Committee may provide for pass through voting rights with respect to such deposited Shares.


 


9.5 Dividend
Equivalents. At the discretion of the Committee, an Award of Restricted Stock Units or Performance Shares may provide the Participant
with the right to receive Dividend Equivalents, which may be paid currently or credited to an account for the Participant, and may be
settled in cash and/or Shares, as determined by the Committee in its sole discretion, subject in each case to such terms and conditions
as the Committee shall establish.


 


9.6 Termination
of Employment or Service. Each Award Agreement shall set forth the extent to which the Participant shall have the right to receive
a payout with respect to an Award of Restricted Stock Units or Performance Shares following termination of the Participant’s employment
or, if the Participant is a Director or Consultant, service with the Company and/or a Subsidiary, as the case may be. Such provisions
shall be determined in the sole discretion of the Committee, need not be uniform among all Restricted Stock Units or Performance Shares,
and may reflect distinctions based on the reasons for termination of employment or service.


 


9.7 Non-transferability.
Except as otherwise determined by the Committee, Restricted Stock Units and Performance Shares and rights relating thereto may not be
sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution.


 


ARTICLE 10


 


PERFORMANCE UNITS


 


10.1 Grant
of Performance Units. Subject to the terms and conditions of the Plan, Performance Units may be granted to Participants in such
amounts, upon such terms, and at such times as the Committee shall determine.


 


10.2 Award
Agreement. Each grant of Performance Units shall be evidenced by an Award Agreement that shall specify the number of Performance
Units granted, the Performance Period(s), the performance goals and such other provisions as the Committee shall determine.


 


10.3 Value
of Performance Units. The Committee shall set performance goals in its discretion that, depending on the extent to which they
are met, will determine the number and/or value of Performance Units that will be paid out to the Participants.


 


10.4 Form
and Timing of Payment. Except as otherwise provided in Article 17 herein or a Participant’s Award Agreement, payment
of earned Performance Units shall be made following the close of the applicable Performance Period. The Committee, in its sole discretion,
may pay earned Performance Units in cash or in Shares that have an aggregate Fair Market Value equal to the value of the earned Performance
Units (or a combination thereof). The Committee may provide that settlement of Performance Units shall be deferred, on a mandatory basis
or at the election of the Participant.


 


10.5 Dividend
Equivalents. At the discretion of the Committee, an Award of Performance Units may provide the Participant with the right to receive
Dividend Equivalents, which may be paid currently or credited to an account for the Participant, and may be settled in cash and/or Shares,
as determined by the Committee in its sole discretion, subject in each case to such terms and conditions as the Committee shall establish.


 


10.6 Termination
of Employment or Service. Each Award Agreement shall set forth the extent to which the Participant shall have the right to receive
a payout with respect to an Award of Performance Units following termination of the Participant’s employment or, if the Participant
is a Director or Consultant, service with the Company and/or a Subsidiary, as the case may be. Such provisions shall be determined in
the sole discretion of the Committee, need not be uniform among all Performance Units and may reflect distinctions based on reasons for
termination of employment or service.


 


10.7 Non-transferability.
Except as otherwise determined by the Committee, Performance Units and rights relating thereto may not be sold, transferred, pledged,
assigned or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution.


 


ARTICLE 11


 


OTHER AWARDS


 


11.1 Grant
of Other Awards. Subject to the terms and conditions of the Plan, Other Awards may be granted to Participants in such amounts,
upon such terms, and at such times as the Committee shall determine. Types of Other Awards that may be granted pursuant to this Article
11 include, without limitation, the payment of cash or Shares based on attainment of performance goals established by the Committee,
the payment of Shares as a bonus or in lieu of cash based on attainment of performance goals established by the Committee, and the payment
of Shares in lieu of cash under other Company incentive or bonus programs.


 


11.2 Payment
of Other Awards. Payment under or settlement of any such Awards shall be made in such manner and at such times as the Committee
may determine.


 


11.3 Termination
of Employment or Service. The Committee shall determine the extent to which the Participant shall have the right to receive Other
Awards following termination of the Participant’s employment or, if the Participant is a Director or Consultant, service with the
Company and/or a Subsidiary, as the case may be. Such provisions shall be determined in the sole discretion of the Committee, may be included
in an agreement entered into with each Participant, but need not be uniform among all Other Awards, and may reflect distinctions based
on the reasons for termination of employment or service.


 


11.4 Non-transferability.
Except as otherwise determined by the Committee, Other Awards and rights relating thereto may not be sold, transferred, pledged, assigned,
or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution.


ARTICLE 12


 


REPLACEMENT AWARDS


 


Each Replacement Award shall have
substantially the same terms and conditions (as determined by the Committee) as the award it replaces; provided, however, that the number
of Shares subject to Replacement Awards, the Exercise Price, grant price or other price of Shares subject to Replacement Awards, any performance
conditions relating to Shares underlying Replacement Awards, or the market price of Shares underlying Replacement Awards or per-Share
results may differ from the awards they replace to the extent such differences are determined to be appropriate and equitable by the Committee,
in its sole discretion.


 


ARTICLE 13


 


PERFORMANCE MEASURES


 


The Committee may specify that
the attainment of one or more of the performance measures set forth in this Article 13 shall determine the degree of granting, vesting
and/or payout with respect to Awards (including any related dividends or Dividend Equivalents) that the Committee intends will qualify
for the Performance-Based Exception. The performance goals to be used for such Awards shall be chosen from among the following performance
measure(s): earnings per share, economic value created, market share (actual or targeted growth), net income (before or after taxes),
operating income, earnings before interest, taxes, depreciation and/or amortization, core earnings, core earnings per share, return on
assets (actual or targeted growth), return on capital (actual or targeted growth), return on equity (actual or targeted growth), return
on investment (actual or targeted growth), revenue (actual or targeted growth), cash flow (including operating cash flow and free cash
flow), operating margin, share price, share price growth, total stockholder return, economic value added, and strategic business criteria
consisting of one or more objectives based on meeting specified market penetration goals, market share, productivity measures, geographic
business expansion goals, expense management, expense targets (including SG&A or other allocated or indirect costs), operating efficiency
ratios (including days sales outstanding, accounts payable to sales, inventory turns, and working capital as a percentage of sale), customer
satisfaction or employee satisfaction goals, goals relating to merger synergies, management of employment practices and employee benefits,
or supervision of litigation and information technology, and goals relating to acquisitions or divestitures of Subsidiaries and/or other
affiliates or joint ventures. The targeted level or levels of performance with respect to such performance measures may be established
at such levels and on such terms as the Committee may determine, in its discretion, including in absolute terms, as a goal relative to
performance in prior periods, or as a goal compared to the performance of one or more comparable companies or an index covering multiple
companies. Awards (including any related dividends or Dividend Equivalents) that are not intended to qualify for the Performance-Based
Exception may be based on these or such other performance measures as the Committee may determine.


 


Achievement of performance goals
in respect of Awards intended to qualify under the Performance-Based Exception shall be measured over a Performance Period, and the goals
shall be established not later than ninety (90) days after the beginning of the Performance Period or, if less than (90) days, the number
of days that is equal to twenty-five percent (25%) of the relevant Performance Period applicable to the Award. The Committee shall have
the discretion to adjust the determinations of the degree of attainment of the pre-established performance goals; provided, however, that
Awards that are designed to qualify for the Performance-Based Exception may not be adjusted upward (the Committee may, in its discretion,
adjust such Awards downward).


 


ARTICLE 14


 


BENEFICIARY DESIGNATION


 


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


 


ARTICLE 15


 


DEFERRALS


 


If permitted by the Committee,
a Participant may defer receipt of amounts that would otherwise be provided to such Participant with respect to an Award, including Shares
deliverable upon exercise of an Option or SAR or upon payout of any other Award. If permitted, such deferral (and the required deferral
election) shall be made in accordance with, and shall be subject to, the terms and conditions of the applicable nonqualified deferred
compensation plan, agreement or arrangement under which such deferral is made and such other terms and conditions as the Committee may
prescribe.


 


ARTICLE 16


 


RIGHTS OF PARTICIPANTS


 


16.1 Continued
Service. Nothing in the Plan shall:


 


(a) interfere with or limit in
any way the right of the Company or a Subsidiary to terminate any Participant’s employment or service at any time,


 


(b) confer upon any Participant
any right to continue in the employ or service of the Company or a Subsidiary, nor


 


(c) confer on any Director any
right to continue to serve on the Board of Directors of the Company or a Subsidiary.


 


16.2 Participation.
No Employee, Director or Consultant shall have the right to be selected to receive an Award under the Plan, or, having been so selected,
to be selected to receive future Awards.


 


ARTICLE 17


 


CHANGE IN CONTROL


 


Except as otherwise provided in
a Participant’s Award Agreement, upon the termination of a Participant’s employment for any reason other than Cause, Disability
or death within 12 months following a Change in Control, unless otherwise specifically prohibited under applicable laws, or by the rules
and regulations of any governing governmental agencies or national securities exchanges:


 


(a) any and all outstanding Options
and SARs granted hereunder shall become immediately exercisable; provided, however, that the Committee may instead provide that such Awards
shall be automatically cashed out;


 


(b) any Period of Restriction
or other restriction imposed on Restricted Stock, Restricted Stock Units and Other Awards shall lapse; and


 


(c) any and all Performance Shares,
Performance Units and other Awards (if performance-based) shall be deemed earned at the target level (or if no target level is specified,
the maximum level) with respect to all open Performance Periods.


 


ARTICLE 18


 


ADDITIONAL FORFEITURE PROVISIONS


 


The Committee may condition a
Participant’s right to receive a grant of an Award, to vest in the Award, to exercise the Award, to retain cash, Shares, other Awards,
or other property acquired in connection with the Award, or to retain the profit or gain realized by the Participant in connection with
the Award, including cash or other proceeds received upon sale of Shares acquired in connection with an Award, upon compliance by the
Participant with specified conditions relating to non-competition, confidentiality of information relating to or possessed by the Company,
non-solicitation of customers, suppliers, and employees of the Company, cooperation in litigation, non-disparagement of the Company and
its officers, directors and affiliates, and other restrictions upon or covenants of the Participant, including during specified periods
following termination of employment with or service for the Company and/or a Subsidiary.


 


ARTICLE 19


 


AMENDMENT, MODIFICATION AND TERMINATION


 


19.1 Amendment,
Modification and Termination. The Board may at any time and from time to time, alter, amend, suspend or terminate the Plan in
whole or in part; provided, however, that no amendment that requires stockholder approval (a) in order for the Plan to continue to comply
with Section 162(m) requirements, (b) pursuant to the requirements of any national securities exchange upon which any of the Company’s
securities are listed for trading, or (c) pursuant to any rule promulgated by the United States Securities and Exchange Commission shall
be effective unless such amendment shall be approved by the requisite vote of stockholders of the Company entitled to vote thereon within
the time period required under such applicable listing standard or rule.


 


19.2 Adjustment
of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events. The Committee may make adjustments in the terms and conditions
of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including, without limitation, the events described
in Section 4.3 hereof) affecting the Company or the financial statements of the Company or of changes in applicable laws, regulations,
or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement
of the benefits or potential benefits intended to be made available under the Plan; provided, however, that (except as provided in Section
4.3 hereof) the Committee does not have the power to amend the terms of previously granted options to reduce the exercise price per
share subject to such options, or to cancel such options and grant substitute options with a lower exercise price per share than the cancelled
options. The Company is not permitted to purchase for cash previously granted options with an exercise price that is greater than the
Company’s trading price on the proposed date of purchase. With respect to any Awards intended to comply with the Performance-Based
Exception, any such exception shall be specified at such times and in such manner as will not cause such Awards to fail to qualify under
the Performance-Based Exception.


 


19.3 Awards
Previously Granted. No termination, amendment or modification of the Plan or of any Award shall adversely affect in any material
way any Award previously granted under the Plan without the written consent of the Participant holding such Award, unless such termination,
modification or amendment is required by applicable law and except as otherwise provided herein.


 


19.4 Compliance
with the Performance-Based Exception. If it is intended that an Award (and/or any dividends or Dividend Equivalents relating to
such Award) comply with the requirements of the Performance-Based Exception, the Committee may apply any restrictions it deems appropriate
such that the Awards (and/or dividends or Dividend Equivalents) maintain eligibility for the Performance-Based Exception. If changes are
made to Code Section 162(m) or regulations promulgated thereunder to permit greater flexibility with respect to any Award or Awards available
under the Plan, the Committee may, subject to this Article 19, make any adjustments to the Plan and/or Award Agreements it deems
appropriate.


 


ARTICLE 20


 


WITHHOLDING


 


20.1 Tax
Withholding. The Company shall have the power and the right to deduct or withhold, or require a Participant to remit to the Company,
an amount sufficient to satisfy federal, state, local, domestic or foreign taxes required by law or regulation to be withheld with respect
to any taxable event arising as a result of the Plan.


 


20.2 Use
of Shares to Satisfy Withholding Obligation. With respect to withholding required upon the exercise of Options or SARs, upon the
vesting or settlement of Restricted Stock, Restricted Stock Units, Performance Shares or Performance Units, or upon any other taxable
event arising as a result of Awards granted hereunder, the Committee may require or may permit Participants to elect that the withholding
requirement be satisfied, in whole or in part, by having the Company withhold, or by tendering to the Company, Shares having a Fair Market
Value equal to the minimum statutory withholding (based on minimum statutory withholding rates for federal and state tax purposes, including
payroll taxes) that could be imposed on the transaction and, in any case in which it would not result in additional accounting expense
to the Company, taxes in excess of the minimum statutory withholding amounts. Any such elections by a Participant shall be irrevocable,
made in writing and signed by the Participant.


 


ARTICLE 21


 


INDEMNIFICATION


 


Each person who is or shall have
been a member of the Committee, or of the Board, shall be indemnified and held harmless by the Company to the fullest extent permitted
by the laws of the State of incorporation of 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 the 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 or her own behalf. The foregoing
right of indemnification is subject to the person having been successful in the legal proceedings or having acted in good faith and what
is reasonably believed to be a lawful manner in the Company’s best interests. 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 any power that the Company may have to indemnify them or hold them harmless.


 


ARTICLE 22


 


SUCCESSORS


 


All obligations of the Company
under the Plan and with respect to Awards 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 other event, or a sale or disposition of all or substantially all
of the business and/or assets of the Company.


 


ARTICLE 23


 


LEGAL CONSTRUCTION


 


23.1 Gender,
Number and References. Except where otherwise indicated by the context, any masculine term used herein also shall include the
feminine; the plural shall include the singular and the singular shall include the plural. Any reference in the Plan to an act or code
or to any section thereof or rule or regulation thereunder shall be deemed to refer to such act, code, section, rule or regulation, as
may be amended from time to time, or to any successor act, code, section, rule or regulation.


 


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


 


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


 


23.4 Governing
Law. To the extent not preempted by federal law, the Plan, and all agreements hereunder, shall be construed in accordance with
and governed by the laws Delaware without giving effect to conflicts or choice of law principles.


 


23.5 Non-Exclusive
Plan. Neither the adoption of the Plan by the Board nor its submission to the stockholders of the Company for approval shall be
construed as creating any limitations on the power of the Board or a committee thereof to adopt such other incentive arrangements as it
may deem desirable, including other incentive arrangements and awards that do or do not qualify under the Performance-Based Exception.


 


23.6 Code
Section 409A Compliance. To the extent applicable, it is intended that this Plan and any Awards granted under the Plan comply
with the requirements of Code Section 409A and any related regulations or other guidance promulgated with respect to such Section by the
U.S. Department of the Treasury or the Internal Revenue Service (collectively “Section 409A”). Any provision that would
cause the Plan or any Award granted under the Plan to fail to satisfy Section 409A shall have no force or effect until amended to comply
with Section 409A, which amendment may be retroactive to the extent permitted by Section 409A.