Exhibit 10.1



PRECISION AEROSPACE COMPONENTS,
INC.
2011 OMNIBUS INCENTIVE PLAN

APRIL 10, 2011





















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|ARTICLE I   | ESTABLISHMENT, PURPOSE AND DURATION          | 1
|----------- | -------------------------------------------- | -
|1.1         | Establishment                                | 1
|1.2         | Purpose of the Plan                          | 1
|1.3         | Duration of Plan                             | 1
|            |                                              |  
|ARTICLE II  | DEFINITIONS                                  | 2
|2.1         | Affiliate                                    | 2
|2.2         | Annual Incentive Award                       | 2
|2.3         | Award                                        | 2
|2.4         | Award Agreement                              | 2
|2.5         | Board                                        | 2
|2.6         | Cash-Based Award                             | 2
|2.7         | Change in Control of the Company             | 2
|2.8         | Code                                         | 3
|2.9         | Committee                                    | 3
|2.10        | Company                                      | 3
|2.11        | Corporate Change                             | 3
|2.12        | Covered Employee                             | 3
|2.13        | Director                                     | 3
|2.14        | Disability                                   | 3
|2.15        | Dividend Equivalent                          | 4
|2.16        | Effective Date                               | 4
|2.17        | Employee                                     | 4
|2.18        | Fair Market Value                            | 4
|2.19        | Fiscal Year                                  | 4
|2.20        | Full Value Award                             | 4
|2.21        | Holder                                       | 4
|2.22        | Minimum Statutory Tax Withholding Obligation | 4
|2.23        | Option                                       | 4
|2.24        | Option Price                                 | 4
|2.25        | Other Stock-Based Award                      | 4
|2.26        | Performance-Based Compensation               | 4
|2.27        | Performance Goals                            | 4
|2.28        | Performance Stock Award                      | 4
|2.29        | Performance Unit Award                       | 5
|2.30        | Period of Restriction                        | 5
|2.31        | Permissible under Section 409A               | 5
|2.32        | Plan                                         | 5
|2.33        | Restricted Stock                             | 5
|2.34        | Restricted Stock Award                       | 5
|2.35        | RSU                                          | 5
|2.36        | RSU Award                                    | 5
|2.37        | SAR                                          | 5
|2.38        | Section 409A                                 | 5
|2.39        | Stock                                        | 5
|2.40        | Substantial Risk of Forfeiture               | 5
|2.41        | Termination of Employment                    | 5
|            |                                              |  
|ARTICLE III | ELIGIBILITY AND PARTICIPATION                | 6
|3.1         | Eligibility                                  | 6
|3.2         | Participation                                | 6
|            |                                              |  









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|ARTICLE IV   | GENERAL PROVISIONS RELATING TO AWARDS                                   | 7 
|------------ | ----------------------------------------------------------------------- | --
|4.1          | Authority to Grant Awards                                               | 7 
|4.2          | Dedicated Shares; Maximum Awards                                        | 7 
|4.3          | Assignment and Transfer                                                 | 8 
|4.4          | Requirements of Law                                                     | 8 
|4.5          | Changes in the Company’s Capital Structure                              | 8 
|4.6          | Election Under Section 83(b) of the Code                                | 11
|4.7          | Forfeiture for Cause                                                    | 11
|4.8          | Forfeiture Events                                                       | 11
|4.9          | Award Agreements                                                        | 11
|4.10         | Amendments of Award Agreements                                          | 12
|4.11         | Rights as Stockholder                                                   | 12
|4.12         | Issuance of Shares of Stock                                             | 12
|4.13         | Restrictions on Stock Received                                          | 12
|4.14         | Compliance With Section 409A                                            | 12
|             |                                                                         |   
|ARTICLE V    | OPTIONS                                                                 | 13
|5.1          | Authority to Grant Options                                              | 13
|5.2          | Option Agreement                                                        | 13
|5.3          | Option Price                                                            | 13
|5.4          | Duration of Option                                                      | 13
|5.5          | Amount Exercisable                                                      | 13
|5.6          | Exercise of Option                                                      | 13
|             |                                                                         |   
|ARTICLE VI   | STOCK APPRECIATION RIGHTS                                               | 13
|6.1          | Authority to Grant SAR Awards                                           | 13
|6.2          | General Terms                                                           | 14
|6.3          | SAR Agreement                                                           | 14
|6.4          | Term of SAR                                                             | 14
|6.5          | Exercise of SAR                                                         | 14
|6.6          | Payment of SAR Amount                                                   | 14
|6.7          | Termination of Employment                                               | 14
|             |                                                                         |   
|ARTICLE VII  | RESTRICTED STOCK AWARDS                                                 | 15
|7.1          | Restricted Stock Awards                                                 | 15
|7.2          | Restricted Stock Award Agreement                                        | 15
|7.3          | Holder’s Rights as Stockholder                                          | 15
|             |                                                                         |   
|ARTICLE VIII | RESTRICTED STOCK UNIT AWARDS                                            | 16
|8.1          | Authority to Grant RSU Awards                                           | 16
|8.2          | RSU Award                                                               | 16
|8.3          | RSU Award Agreement                                                     | 16
|8.4          | Dividend Equivalents                                                    | 16
|8.5          | Form of Payment Under RSU Award                                         | 16
|8.6          | Time of Payment Under RSU Award                                         | 16
|             |                                                                         |   
|ARTICLE IX   | PERFORMANCE STOCK AWARDS AND PERFORMANCE UNIT AWARDS                    | 17
|9.1          | Authority to Grant Performance Stock Awards and Performance Unit Awards | 17
|9.2          | Performance Goals                                                       | 17
|9.3          | Time of Establishment of Performance Goals                              | 17









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|9.4          | Written Agreement                                                        | 17
|------------ | ------------------------------------------------------------------------ | --
|9.5          | Form of Payment Under Performance Unit Award                             | 18
|9.6          | Time of Payment Under Performance Unit Award                             | 18
|9.7          | Holder’s Rights as Stockholder With Respect to a Performance Stock Award | 18
|9.8          | Increases Prohibited                                                     | 18
|             |                                                                          |   
|ARTICLE X    | ANNUAL INCENTIVE AWARDS                                                  | 19
|10.1         | Authority to Grant Annual Incentive Awards                               | 19
|10.2         | Covered Employees                                                        | 19
|10.3         | Written Agreement                                                        | 19
|10.4         | Form of Payment Under Annual Incentive Award                             | 19
|10.5         | Time of Payment Under Annual Incentive Award                             | 19
|10.6         | Increases Prohibited                                                     | 19
|             |                                                                          |   
|ARTICLE XI   | OTHER STOCK-BASED AWARDS                                                 | 20
|11.1         | Authority to Grant Other Stock-Based Awards                              | 20
|11.2         | Value of Other Stock-Based Award                                         | 20
|11.3         | Payment of Other Stock-Based Award                                       | 20
|11.4         | Termination of Employment                                                | 20
|             |                                                                          |   
|ARTICLE XII  | CASH-BASED AWARDS                                                        | 21
|12.1         | Authority to Grant Cash-Based Awards                                     | 21
|12.2         | Value of Cash-Based Award                                                | 21
|12.3         | Payment of Cash-Based Award                                              | 21
|12.4         | Termination of Employment                                                | 21
|             |                                                                          |   
|ARTICLE XIII | SUBSTITUTION AWARDS                                                      | 22
|             |                                                                          |   
|ARTICLE XIV  | ADMINISTRATION                                                           | 23
|             |                                                                          |   
|14.1         | Awards                                                                   | 23
|14.2         | Authority of the Committee                                               | 23
|14.3         | Decisions Binding                                                        | 23
|14.4         | No Liability                                                             | 23
|             |                                                                          |   
|ARTICLE XV   | AMENDMENT OR TERMINATION OF PLAN                                         | 25
|15.1         | Amendment, Modification, Suspension, and Termination                     | 25
|15.2         | Awards Previously Granted                                                | 25
|             |                                                                          |   
|ARTICLE XVI  | MISCELLANEOUS                                                            | 26
|16.1         | Unfunded Plan/No Establishment of a Trust Fund                           | 26
|16.2         | No Employment Obligation                                                 | 26
|16.3         | Tax Withholding                                                          | 26
|16.4         | Gender and Number                                                        | 27
|16.5         | Severability                                                             | 27
|16.6         | Headings                                                                 | 27
|16.7         | Other Compensation Plans                                                 | 27
|16.8         | Retirement and Welfare Plans                                             | 27
|16.9         | Other Awards                                                             | 27
|16.10        | Successors                                                               | 27
|16.11        | Law Limitations/Governmental Approvals                                   | 27











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|16.12 | Delivery of Title                             | 27
|----- | --------------------------------------------- | --
|16.13 | Inability to Obtain Authority                 | 27
|16.14 | Investment Representations                    | 28
|16.15 | Persons Residing Outside of the United States | 28
|16.16 | Arbitration of Disputes                       | 28
|16.17 | Governing Law                                 | 28





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ARTICLE
IESTABLISHMENT, PURPOSE AND DURATION

1.1Establishment. The Company hereby establishes an incentive compensation plan, to be known as the “2011 Precision
Aerospace Components Inc. Incentive Plan,” as set forth in this document. The Plan permits the grant of Options, SARs, Restricted
Stock, RSUs, Performance Stock Awards, Performance Unit Awards, Annual Incentive Awards, Cash-Based Awards and Other Stock-Based
Awards. The Plan shall become effective as of the Effective Date.

1.2Purpose of the Plan.The Plan is intended to advance the best interests of the Company, its Affiliates and its stockholders
by providing those persons who have substantial responsibility for the management and growth of the Company and its Affiliates
with additional performance incentives and an opportunity to obtain or increase their proprietary interest in the Company, thereby
encouraging them to continue in their employment or affiliation with the Company or its Affiliates.

1.3Duration of Plan. The Plan shall continue indefinitely until it is terminated pursuant to Section 15.1. The
applicable provisions of the Plan will continue in effect with respect to an Award granted under the Plan for as long as such Award
remains outstanding.





ARTICLE
IIDEFINITIONS

The words and phrases
defined in this Article shall have the meaning set out below throughout the Plan, unless the context in which any such word
or phrase appears reasonably requires a broader, narrower or different meaning.

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

2.2“Annual Incentive Award” means an Award granted to a Holder pursuant to Article X.

2.3“Award”means, individually or collectively, a grant under the Plan of Options, SARs, Restricted
Stock, RSUs, Performance Stock Awards, Performance Unit Awards, Annual Incentive Awards, Other Stock-Based Awards and Cash-Based
Awards, in each case subject to the terms and provisions of the Plan.

2.4“Award Agreement” means an agreement that sets forth the terms and conditions applicable to an
Award granted under the Plan.

2.5“Board”means the board of directors of the Company.

2.6“Cash-Based Award” means an Award granted pursuant to Article XII.

2.7“Change in Control of the Company” means the occurrence of any of the following after the Effective
Date:

(a)the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act)
(a “ Covered Person”) of beneficial ownership (within the meaning of rule 13d-3 promulgated under the Exchange Act)
of 20 percent or more of either (i) the then outstanding shares of the common stock of the Company (the “Outstanding Company
Common Stock”), or (ii) 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, however,
that for purposes of this subsection (a) of this Section 2.7, the following acquisitions shall not constitute a Change in
Control of the Company: (i) any acquisition 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 any entity controlled by the Company,
or (iv) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of subsection
(c) of this Section 2.7; or

(b)individuals who, as of the Effective Date, constitute the Board of Directors (the “Incumbent Board”) cease for
any reason to constitute at least a majority of the Board of Directors; provided, however, that any individual becoming
a director subsequent to the Effective Date whose election, or nomination for election by the Company’s stockholders, was
approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption
of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or
other actual or threatened solicitation of proxies or consents by or on behalf of a Covered Person other than the Board; or

(c)the consummation of (xx) a reorganization, merger or consolidation or sale of the Company, or (yy) a disposition of all
or substantially all of the assets of the Company (a “Business Combination”), in each case, unless, following such
Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively,
of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination
beneficially own, direct or indirectly, more than 80 percent of, respectively, the then 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 Business Combination (including, without limitation, a corporation which
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) in substantially the same proportions as their ownership immediately prior to such Business Combination
of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (ii) no Covered Person (excluding
any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially
owns, directly or indirectly, 20 percent or more of, respectively, the then outstanding shares of common stock of the corporation
resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation,
except to the extent that such ownership existed prior to the Business Combination, and (iii) at least a majority of the members
of the board of directors of the corporation resulting from such Business Combination, were members of the Incumbent Board at the
time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;
or

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

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

2.9“Committee” means the Compensation Committee of the Board.

2.10“Company” means Precision Aerospace Components, Inc., a Delaware corporation, or any successor
(by reincorporation, merger or otherwise).

2.11“Corporate Change” shall have the meaning ascribed to that term in Section 4.5(c).

2.12“Covered Employee” means an Employee who is a “covered employee,” as defined in section 162(m)
of the Code and the regulations or other guidance promulgated by the Internal Revenue Service under section 162(m) of the
Code, or any successor statute.

2.13“Director” means a director of the Company who is not an Employee.

2.14“Disability” means as determined by the Committee in its discretion exercised in good faith, a
physical or mental condition of the Holder that would entitle him to payment of disability income payments under the Company’s
long-term disability insurance policy or plan for Employees as then in effect; or in the event that the Holder is not covered,
for whatever reason, under the Company’s long-term disability insurance policy or plan for Employees or in the event the
Company does not maintain such a long-term disability insurance policy, “Disability” means a permanent and total disability
as defined in section 22(e)(3) of the Code. A determination of Disability may be made by a physician selected or approved
by the Committee and, in this respect, the Holder shall submit to an examination by such physician upon request by the Committee.

2.15“Dividend Equivalent” means a payment equivalent in amount to dividends paid to the Company’s
stockholders.

2.16“Effective Date” means the later of (a) the date the Plan is approved by the Board, (b) the
date the Plan is approved by the stockholder(s) of the Company and (c) the effective date of the Company’s first
effective registration statement filed under the Securities Act of 1933, as amended.

2.17“Employee” means a person employed by the Company or any Affiliate as a common law employee.

2.18“Fair Market Value”of the Stock as of any particular date means (1) if the Stock is traded
on a stock exchange, the closing sale price of the Stock on that date as reported on the principal securities exchange on which
the Stock is traded, or (2) if the Stock is traded in the over-the-counter market, the average between the high bid and low asked
price on that date as reported in such over-the-counter market; provided that (a) if the Stock is not so traded, (b) if
no closing price or bid and asked prices for the stock was so reported on that date or (c) if, in the discretion of the Committee,
another means of determining the fair market value of a share of Stock at such date shall be necessary or advisable, the Committee
may provide for another means for determining such fair market value.

2.19“Fiscal Year” meansthe Company’s fiscal year.

2.20“Full Value Award”means an Award other than in the form of an Option or SAR, and which is settled
by the issuance of shares of stock.

2.21“Holder”means a person who has been granted an Award or any person who is entitled to receive
shares of Stock or cash under an Award.

2.22“Minimum Statutory Tax Withholding Obligation” means, with respect to an Award,
the amount the Company or an Affiliate is required to withhold for federal, state and local taxes based upon the applicable minimum
statutory withholding rates required by the relevant tax authorities.

2.23“Option”means a “nonqualified stock option” to purchase Stock granted pursuant to
Article V that does not satisfy the requirements of section 422 of the Code.

2.24“Option Price” shall have the meaning ascribed to that term in Section 5.3.

2.25“Other Stock-Based Award” means an equity-based or equity-related Award not otherwise described
by the terms and provisions of the Plan that is granted pursuant to Article XI.

2.26“Performance-Based Compensation” means compensation under an Award that satisfies the requirements
of section 162(m) of the Code for deductibility of remuneration paid to Covered Employees.

2.27“Performance Goals” means one or more of the criteria described in Section 9.2 on which the performance
goals applicable to an Award are based.

2.28“Performance Stock Award” means an Award designated as a performance stock award granted to a
Holder pursuant to Article IX.

2.29“Performance Unit Award” means an Award designated as a performance unit award granted to a Holder
pursuant to Article IX.

2.30“Period of Restriction” means the period during which Restricted Stock is subject to a substantial
risk of forfeiture (based on the passage of time, the achievement of performance goals, or upon the occurrence of other events
as determined by the Committee, in its discretion), as provided in Article VII.

2.31“Permissible under Section 409A” means with respect to a particular action (such as, the grant,
payment, vesting, settlement or deferral of an amount or award under the Plan) that such action shall not subject the compensation
at issue to be subject to the additional tax or interest applicable under Section 409A.

2.32“Plan” means the Precision Aerospace Components, Inc 2011 Omnibus Incentive Plan, as set forth
in this document as it may be amended from time to time.

2.33“Restricted Stock” means shares of restricted Stock issued or granted under the Plan pursuant
to Article VII.

2.34“Restricted Stock Award” means an authorization by the Committee to issue or transfer Restricted
Stock to a Holder.

2.35“RSU”means a restricted stock unit credited to a Holder’s ledger account maintained by
the Company pursuant to Article VIII.

2.36“RSU Award”means an Award granted pursuant to Article VIII.

2.37“SAR” means a stock appreciation right granted under the Plan pursuant to Article VI.

2.38“Section 409A” means section 409A of the Code and Department of Treasury rules and regulations
issued thereunder.

2.39“Stock” means the common stock of the Company, $0.01 par value per share (or such other par value
as may be designated by act of the Company’s stockholders). In addition, for purposes of the Plan and the Awards, the term
Stock shall also be deemed to include any rights to purchase (“Rights”) any junior participating preferred stock
of the Company that may then be trading together with the Stock as provided in any agreement entered into by the Company relating
to the Rights.

2.40“Substantial Risk of Forfeiture” shall have the meaning ascribed to that term in Section 409A.

2.41“Termination of Employment” means the termination of the Award recipient’s employment relationship
with the Company and all Affiliates.





ARTICLE
IIIELIGIBILITY and participation

3.1Eligibility. The persons who are eligible to receive Awards under the Plan other than Annual Incentive Awards are
Employees and Directors. The persons who are eligible to receive Annual Incentive Awards under the Plan are executive Employees
who, by the nature and scope of their positions, regularly directly make or influence policy decisions which significantly impact
the overall results or success of the Company.

3.2Participation. Subject to the terms and provisions of the Plan, the Committee may, from time to time, select the
Employees and Directors to whom Awards shall be granted and shall determine the nature and amount of each Award.





ARTICLE
IVGENERAL PROVISIONS RELATING TO AWARDS

4.1Authority to Grant Awards. The Committee may grant Awards to those key Employees and Directors as the Committee shall
from time to time determine, under the terms and conditions of the Plan. Subject only to any applicable limitations set out in
the Plan, the number of shares of Stock or other value to be covered by any Award to be granted under the Plan shall be as determined
by the Committee in its sole discretion.

4.2Dedicated Shares; Maximum Awards.

(a)Number of Shares of Stock Dedicated under the Plan for Awards.

(i)The aggregate number of shares of Stock with respect to which Awards may be granted under the Plan is the greater of 550,000
shares or twenty percent of the highest total number of the Company’s common shares at any time outstanding.

(ii)The aggregate number of shares of Stock with respect to which Full Value Awards may be granted under the Plan is the greater
of 550,000 shares or twenty percent of the highest total number of the Company’s common shares at any time outstanding.

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

(i)The maximum number of shares of Stock with respect to which Options may be granted to an Employee during a Fiscal Year is
258,000.

(ii)The maximum number of shares with respect to which SARs may be granted to an Employee during a Fiscal Year is 258,000.

(iii)The maximum aggregate number of shares of Stock with respect to which Restricted Stock and Performance Stock Awards may
be granted to a Participant during a Fiscal Year is 258,000.

(iv)The maximum number of shares of Stock with respect to which Performance Unit Awards payable in Stock may be granted to an
Employee during a Fiscal Year is 258,000.

(v)The maximum value of cash with respect to which Performance Unit Awards payable in cash may be granted to an Employee during
a Fiscal Year, determined as of the dates of Grants of the Performance Unit Awards, is $500,000.

(vi)The maximum amount that may be paid to an Employee under Annual Incentive Award(s) granted to an Employee during a Fiscal
Year is $500,000.

(c)Share Usage. Each of the foregoing numerical limits stated in this Section 4.2 shall be subject to adjustment in accordance
with the provisions of Section 4.5. The number of shares of Stock stated in this Section 4.2 shall also be increased by such
number of shares of Stock as become subject to substitute Awards granted pursuant to Article XIII; provided, however,that
such increase shall be conditioned upon the approval of the stockholders of the Company to the extent stockholder approval is required
by law or applicable stock exchange rules. If shares of Stock are withheld from payment of an Award to satisfy tax obligations
with respect to the Award, such shares of Stock will count against the aggregate number of shares of Stock with respect to which
Awards may be granted under the Plan. If shares of Stock are tendered in payment of an Option Price of an Option, such shares of
Stock will not be added to the aggregate number of shares of Stock with respect to which Awards may be granted under the Plan.
To the extent that any outstanding Award is forfeited or cancelled for any reason or is settled in cash in lieu of shares of Stock,
the shares of Stock allocable to such portion of the Award may again be subject to an Award granted under the Plan. When a SAR
is settled in shares of Stock, the number of shares of Stock subject to the SAR under the SAR Award Agreement will be counted against
the aggregate number of shares of Stock with respect to which Awards may be granted under the Plan as one share for every share
subject to the SAR, regardless of the number of shares used to settle the SAR upon exercise.

4.3Assignment and Transfer.The rights and interests of a Holder under the Plan may not be assigned, encumbered
or transferred except, in the event of the death of a Holder, by will or the laws of descent and distribution. Notwithstanding
the foregoing, the Committee may, in its discretion, grant stock options to one or more executive officers or nonemployee directors
of the Company (or amend existing stock options) on terms that permit the stock options to be transferred by any such executive
officer or nonemployee director, for estate planning purposes, to (a) the executive officer's or nonemployee director's spouse,
children, grandchildren, parents, siblings, stepchildren, step-grandchildren or in-laws ("Family Members"), (b) entities
that are exclusively family-related, including trusts for the exclusive benefit of Family Members and limited partnerships or limited
liability companies in which Family Members are the only partners or members, or (c) such other persons or entities specifically
approved by the Committee. The terms and conditions applicable to the transfer of any such stock options shall be established by
the Committee, in its discretion but consistent with this Section 4.3, and shall be contained in the applicable stock option agreement
(or an amendment thereto) between the Company and the executive officer.

4.4Requirements of Law. The Company shall not be required to sell or issue any shares of Stock under any Award if issuing
those shares of Stock would constitute or result in a violation by the Holder or the Company of any provision of any law, statute
or regulation of any governmental authority. Specifically, in connection with any applicable statute or regulation relating to
the registration of securities, upon exercise of any Option or pursuant to any other Award, the Company shall not be required to
issue any shares of Stock unless the Committee has received evidence satisfactory to it to the effect that the Holder will not
transfer the shares of Stock except in accordance with applicable law, including receipt of an opinion of counsel satisfactory
to the Company to the effect that any proposed transfer complies with applicable law. The determination by the Committee on this
matter shall be final, binding and conclusive. The Company may, but shall in no event be obligated to, register any shares of Stock
covered by the Plan pursuant to applicable securities laws of any country or any political subdivision. In the event the shares
of Stock issuable on exercise of an Option or pursuant to any other Award are not registered, the Company may imprint on the certificate
evidencing the shares of Stock any legend that counsel for the Company considers necessary or advisable to comply with applicable
law, or, should the shares of Stock be represented by book or electronic entry rather than a certificate, the Company may take
such steps to restrict transfer of the shares of Stock as counsel for the Company considers necessary or advisable to comply with
applicable law. The Company shall not be obligated to take any other affirmative action in order to cause or enable the exercise
of an Option or any other Award, or the issuance of shares of Stock pursuant thereto, to comply with any law or regulation of any
governmental authority.

4.5Changes in the Company’s Capital Structure.

(a)The existence of outstanding Awards shall not affect in any way the right or power of the Company or its stockholders to
make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure
or its business, any merger or consolidation of the Company, any issue of bonds, debentures, preferred or prior preference shares
ahead of or affecting the Stock or Stock rights, the dissolution or liquidation of the Company, any sale or transfer of all or
any part of its assets or business or any other corporate act or proceeding, whether of a similar character or otherwise.

(b)If the Company shall effect a subdivision or consolidation of Stock or other capital readjustment, the payment of a Stock
dividend, or other increase or reduction of the number of shares of Stock outstanding, without receiving compensation therefor
in money, services or property, then (1) the number, class or series and per share price of Stock subject to outstanding Options
or other Awards under the Plan shall be appropriately adjusted in such a manner as to entitle a Holder to receive upon exercise
of an Option or other Award, for the same aggregate cash consideration, the equivalent total number and class or series of Stock
the Holder would have received had the Holder exercised his or her Option or other Award in full immediately prior to the event
requiring the adjustment, and (2) the number and class or series of Stock then reserved to be issued under the Plan shall
be adjusted by substituting for the total number and class or series of Stock then reserved, that number and class or series of
Stock that would have been received by the owner of an equal number of outstanding shares of Stock of each class or series of Stock
as the result of the event requiring the adjustment.

(c)If while unexercised Options or other Awards remain outstanding under the Plan (1) the Company shall not be the surviving
entity in any merger, consolidation or other reorganization (or survives only as a subsidiary of an entity other than an entity
that was wholly-owned by the Company immediately prior to such merger, consolidation or other reorganization), (2) the Company
sells, leases or exchanges or agrees to sell, lease or exchange all or substantially all of its assets to any other person or entity
(other than an entity wholly-owned by the Company), (3) the Company is to be dissolved or (4) the Company is a party
to any other corporate transaction (as defined under section 424(a) of the Code and applicable Department of Treasury regulations)
that is not described in clauses (1), (2) or (3) of this sentence (each such event is referred to herein as a “Corporate
Change”), then, except as otherwise provided in an Award Agreement or another agreement between the Holder and the Company
(provided that such exceptions shall not apply in the case of a reincorporation merger), or as a result of the Committee’s
effectuation of one or more of the alternatives described below, there shall be no acceleration of the time at which any Award
then outstanding may be exercised, and no later than ten days after the approval by the stockholders of the Company of such Corporate
Change, the Committee, acting in its sole and absolute discretion without the consent or approval of any Holder, shall act to effect
one or more of the following alternatives, which may vary among individual Holders and which may vary among Awards held by any
individual Holder (provided that, with respect to a reincorporation merger in which Holders of the Company’s ordinary shares
will receive one ordinary share of the successor corporation for each ordinary share of the Company, none of such alternatives
shall apply and, without Committee action, each Award shall automatically convert into a similar award of the successor corporation
exercisable for the same number of ordinary shares of the successor as the Award was exercisable for ordinary shares of Stock of
the Company):

(1)accelerate the time at which some or all of the Awards then outstanding may be exercised so that such Awards may be exercised
in full for a limited period of time on or before a specified date (before or after such Corporate Change) fixed by the Committee,
after which specified date all such Awards that remain unexercised and all rights of Holders thereunder shall terminate;

(2)require the mandatory surrender to the Company by all or selected Holders of some or all of the then outstanding Awards
held by such Holders (irrespective of whether such Awards are then exercisable under the provisions of the Plan or the applicable
Award Agreement evidencing such Award) as of a date, before or after such Corporate Change, specified by the Committee, in which
event the Committee shall thereupon cancel such Award and the Company shall pay to each such Holder an amount of cash per share
equal to the excess, if any, of the per share price offered to stockholders of the Company in connection with such Corporate Change
over the exercise prices under such Award for such shares;

(3)with respect to all or selected Holders, have some or all of their then outstanding Awards (whether vested or unvested)
assumed or have a new award of a similar nature substituted for some or all of their then outstanding Awards under the Plan (whether
vested or unvested) by an entity which is a party to the transaction resulting in such Corporate Change and which is then employing
such Holder or which is affiliated or associated with such Holder in the same or a substantially similar manner as the Company
prior to the Corporate Change, or a parent or subsidiary of such entity, provided that (A) such assumption or substitution
is on a basis where the excess of the aggregate fair market value of the Stock subject to the Award immediately after the assumption
or substitution over the aggregate exercise price of such Stock is equal to the excess of the aggregate fair market value of all
Stock subject to the Award immediately before such assumption or substitution over the aggregate exercise price of such Stock,
and (B) the assumed rights under such existing Award or the substituted rights under such new Award, as the case may be, will
have the same terms and conditions as the rights under the existing Award assumed or substituted for, as the case may be;

(4)provide that the number and class or series of Stock covered by an Award (whether vested or unvested) theretofore granted
shall be adjusted so that such Award when exercised shall thereafter cover the number and class or series of Stock or other securities
or property (including, without limitation, cash) to which the Holder would have been entitled pursuant to the terms of the agreement
or plan relating to such Corporate Change if, immediately prior to such Corporate Change, the Holder had been the holder of record
of the number of shares of Stock then covered by such Award; or

(5)make such adjustments to Awards then outstanding as the Committee deems appropriate to reflect such Corporate Change (provided,
however, that the Committee may determine in its sole and absolute discretion that no such adjustment is necessary).

Any adjustment
effected by the Committee under Section 4.5 shall be designed to provide the Holder with the intrinsic value of his or her
Award, as determined prior to the Corporate Change, or, if applicable, equalize the Fair Market Value of the Award before and after
the Corporate Change.

In effecting
one or more of the alternatives set out in paragraphs (3), (4) or (5) immediately above, and except as otherwise may be provided
in an Award Agreement, the Committee, in its sole and absolute discretion and without the consent or approval of any Holder, may
accelerate the time at which some or all Awards then outstanding may be exercised.

(d)In the event of changes in the outstanding Stock by reason of recapitalizations, reorganizations, mergers, consolidations,
combinations, exchanges or other relevant changes in capitalization occurring after the date of the grant of any Award and not
otherwise provided for by this Section 4.5, any outstanding Award and any Award Agreement evidencing such Award shall be subject
to adjustment by the Committee in its sole and absolute discretion as to the number and price of Stock or other consideration subject
to such Award. In the event of any such change in the outstanding Stock, the aggregate number of shares of Stock available under
the Plan may be appropriately adjusted by the Committee, whose determination shall be conclusive.

(e)After a merger of one or more corporations into the Company or after a consolidation of the Company and one or more corporations
in which the Company shall be the surviving corporation, each Holder shall be entitled to have his Restricted Stock appropriately
adjusted based on the manner in which the shares of Stock were adjusted under the terms of the agreement of merger or consolidation.

(f)The issuance by the Company of stock of any class or series, or securities convertible into, or exchangeable for, stock
of any class or series, for cash or property, or for labor or services either upon direct sale or upon the exercise of rights or
warrants to subscribe for them, or upon conversion or exchange of stock or obligations of the Company convertible into, or exchangeable
for, stock or other securities, shall not affect, and no adjustment by reason of such issuance shall be made with respect to, the
number, class or series, or price of shares of Stock then subject to outstanding Options or other Awards.

4.6Election Under Section 83(b) of the Code.No Holder shall exercise the election permitted under section 83(b)
of the Code with respect to any Award without the written approval of the Chief Financial Officer or General Counsel of the Company.
Any Holder who makes an election under section 83(b) of the Code with respect to any Award without the written approval of
the Chief Financial Officer or General Counsel of the Company may, in the discretion of the Committee, forfeit any or all Awards
granted to him or her under the Plan.

4.7Forfeiture for Cause. Notwithstanding any other provision of the Plan or an Award Agreement, if the Committee finds
by a majority vote that a Holder, before or after his Termination of Employment (a) committed fraud, embezzlement, theft,
felony or an act of dishonesty in the course of his employment by the Company or an Affiliate which conduct damaged the Company
or an Affiliate or (b) disclosed trade secrets of the Company or an Affiliate, then as of the date the Committee makes its
finding, any Awards awarded to the Holder that have not been exercised by the Holder (including all Awards that have not yet vested)
will be forfeited to the Company. The findings and decision of the Committee with respect to such matter, including those regarding
the acts of the Holder and the damage done to the Company, will be final for all purposes. No decision of the Committee, however,
will affect the finality of the discharge of the individual by the Company or an Affiliate.

4.8Forfeiture Events.The Committee may specify in an Award Agreement that the Holder’s rights, payments, and
benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture, or recoupment upon the occurrence of
certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events may
include, but shall not be limited to, Termination of Employment for cause, termination of the Holder’s provision of services
to the Company or its Affiliates, violation of material policies of the Company and its Affiliates, breach of noncompetition, confidentiality,
or other restrictive covenants that may apply to the Holder, or other conduct by the Holder that is detrimental to the business
or reputation of the Company and its Affiliates.

4.9Award Agreements. Each Award shall be embodied in a written agreement that shall be subject to the terms and conditions
of the Plan. The Award Agreement shall be signed by an executive officer of the Company, other than the Holder, on behalf of the
Company, and may be signed by the Holder to the extent required by the Committee. The Award Agreement may specify the effect of
a Change in Control of the Company on the Award. The Award Agreement may contain any other provisions that the Committee in its
discretion shall deem advisable which are not inconsistent with the terms and provisions of the Plan.

4.10Amendments of Award Agreements.The terms of any outstanding Award under the Plan may be amended from time to time
by the Committee in its discretion in any manner that it deems appropriate and that is consistent with the terms of the Plan. However,
no such amendment shall adversely affect in a material manner any right of a Holder without his or her written consent. Except
as specified in Section 4.5(b), the Committee may not directly or indirectly lower the exercise price of a previously granted Option
or the grant price of a previously granted SAR.

4.11Rights as Stockholder.A Holder shall not have any rights as a stockholder with respect to Stock covered by an Option,
a SAR, an RSU, a Performance Stock Unit, or an Other Stock-Based Award until the date, if any, such Stock is issued by the Company;
and, except as otherwise provided in Section 4.5, no adjustment for dividends, or otherwise, shall be made if the record date
therefor is prior to the date of issuance of such Stock.

4.12Issuance of Shares of Stock. Shares of Stock, when issued, may be represented by a certificate or by book or electronic
entry.

4.13Restrictions on Stock Received. The Committee may impose such conditions and/or restrictions on any shares of Stock
issued pursuant to an Award as it may deem advisable or desirable. These restrictions may include, but shall not be limited to,
a requirement that the Holder hold the shares of Stock for a specified period of time.

4.14Compliance With Section 409A. Awards shall be designed and operated in such a manner that they are either exempt
from the application of, or comply with, the requirements of Section 409A.





ARTICLE
VOPTIONS

5.1Authority to Grant Options.Subject to the terms and provisions of the Plan, the Committee, at any time, and from
time to time, may grant Options under the Plan to eligible persons in such number and upon such terms as the Committee shall determine.

5.2Option Agreement.Each Option grant under the Plan shall be evidenced by an Award Agreement that shall specify (a) the
Option Price, (b) the duration of the Option, (c) the number of shares of Stock to which the Option pertains, (d) the
exercise restrictions, if any, applicable to the Option and (e) such other provisions as the Committee shall determine that
are not inconsistent with the terms and provisions of the Plan.

5.3Option Price.The price at which shares of Stock may be purchased under an Option (the “Option Price”)
shall not be less than one hundred percent (100%) of the Fair Market Value of the shares of Stock on the date the Option is granted.
Subject to the limitations set forth in the preceding sentences of this Section 5.3, the Committee shall determine the Option
Price for each grant of an Option under the Plan.

5.4Duration of Option.An Option shall not be exercisable after the earlier of (i) the general term of the Option
specified in the applicable Award Agreement (which shall not exceed ten years) or (ii) the period of time specified in the
applicable Award Agreement that follows the Holder’s Termination of Employment or severance of affiliation relationship with
the Company.

5.5Amount Exercisable.Each Option may be exercised at the time, in the manner and subject to the conditions the Committee
specifies in the Award Agreement in its sole discretion.

5.6Exercise of Option. Subject to the terms and provisions of the Plan and the applicable Award Agreement, Options
may be exercised in whole or in part from time to time by the delivery of written or electronic notice in the manner designated
by the Committee stating (1) that the Holder wishes to exercise such Option on the date such notice is so delivered, (2) the
number of shares of Stock with respect to which the Option is to be exercised and (3) the address to which any certificate
representing such shares of Stock should be mailed. For the notice to be effective the notice must be accompanied by payment of
the Option Price by any combination of the following: (a) cash, certified check, bank draft or postal or express money order
for an amount equal to the Option Price under the Option, (b) an election to make a cashless or net exercise (if approved
in advance by the Committee or an executive officer of the Company, and in such form as permitted by the Committee) or (c) any
other form of payment which is acceptable to the Committee andpermitted by applicable law.

ARTICLE
VISTOCK APPRECIATION RIGHTS

6.1Authority to Grant SAR Awards.Subject to the terms and provisions of the Plan, the Committee, at any time, and from
time to time, may grant SARs under the Plan to eligible persons in such number and upon such terms as the Committee shall determine.
Subject to the terms and conditions of the Plan, the Committee shall have complete discretion in determining the number of SARs
granted to each Holder and, consistent with the provisions of the Plan, in determining the terms and conditions pertaining to such
SARs.

6.2General Terms. Subject to the terms and conditions of the Plan, a SAR granted under the Plan shall confer on the
recipient a right to receive, upon exercise thereof, an amount equal to the excess of (a) the Fair Market Value of one share
of the Stock on the date of exercise over (b) the grant price of the SAR, which shall not be less than one hundred percent
(100%) of the Fair Market Value of one share of the Stock on the date of grant of the SAR.

6.3SAR Agreement. Each Award of SARs granted under the Plan shall be evidenced by an Award Agreement that shall specify
(a) the grant price of the SAR, (b) the term of the SAR, (c) the vesting and termination provisions of the SAR and
(d) such other provisions as the Committee shall determine that are not inconsistent with the terms and provisions of the
Plan. The Committee may impose such additional conditions or restrictions on the exercise of any SAR as it may deem appropriate.

6.4Term of SAR. The term of a SAR granted under the Plan shall be determined by the Committee, in its sole discretion;
provided that no SAR shall be exercisable on or after the tenth anniversary date of its grant.

6.5Exercise of SAR. A SAR may be exercised upon whatever terms and conditions the Committee, in its sole discretion,
imposes.

6.6Payment of SAR Amount. Upon the exercise of a SAR, a Holder shall be entitled to receive payment from the Company
in an amount determined by multiplying the excess of the Fair Market Value of a share of Stock on the date of exercise over the
grant price of the SAR by the number of shares of Stock with respect to which the SAR is exercised. At the discretion of the Committee,
the payment upon SAR exercise may be in cash, in Stock of equivalent value, in some combination thereof or in any other manner
approved by the Committee in its sole discretion. The Committee's determination regarding the form of SAR payout shall be set forth
in the Award Agreement pertaining to the grant of the SAR.

6.7Termination of Employment. Each Award Agreement shall set forth the extent to which the Holder of a SAR shall have
the right to exercise the SAR following the Holder’s Termination of Employment. Such provisions shall be determined in the
sole discretion of the Committee, may be included in the Award Agreement entered into with the Holder, need not be uniform among
all SARs issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination.





ARTICLE
VIIRESTRICTED Stock AWARDS

7.1Restricted Stock Awards. The Committee may make Awards of Restricted Stock to eligible persons selected by
it. The amount of, the vesting and the transferability restrictions applicable to any Restricted Stock Award shall be determined
by the Committee in its sole discretion. If the Committee imposes vesting or transferability restrictions on a Holder’s rights
with respect to Restricted Stock, the Committee may issue such instructions to the Company’s share transfer agent in connection
therewith as it deems appropriate. The Committee may also cause the certificate for shares of Stock issued pursuant to a Restricted
Stock Award to be imprinted with any legend which counsel for the Company considers advisable with respect to the restrictions
or, should the shares of Stock be represented by book or electronic entry rather than a certificate, the Company may take such
steps to restrict transfer of the shares of Stock as counsel for the Company considers necessary or advisable to comply with applicable
law.

7.2Restricted Stock Award Agreement. Each Restricted Stock Award shall be evidenced by an Award Agreement that contains
any vesting, transferability restrictions and other provisions not inconsistent with the Plan as the Committee may specify.

7.3Holder’s Rights as Stockholder. Subject to the terms and conditions of the Plan, each recipient of a Restricted
Stock Award shall have all the rights of a stockholder with respect to the shares of Restricted Stock included in the Restricted
Stock Award during the Period of Restriction established for the Restricted Stock Award. Dividends paid with respect to Restricted
Stock in cash or property other than shares of Stock or rights to acquire shares of Stock shall be paid to the recipient of the
Restricted Stock Award currently. Dividends paid in shares of Stock or rights to acquire shares of Stock shall be added to and
become a part of the Restricted Stock. During the Period of Restriction, certificates representing the Restricted Stock shall be
registered in the Holder’s name and bear a restrictive legend to the effect that ownership of such Restricted Stock, and
the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms, and conditions provided in the Plan and
the applicable Award Agreement. Such certificates shall be deposited by the recipient with the Secretary of the Company or such
other officer of the Company as may be designated by the Committee, together with all stock powers or other instruments of assignment,
each endorsed in blank, which will permit transfer to the Company of all or any portion of the Restricted Stock which shall be
forfeited in accordance with the Plan and the applicable Award Agreement.





ARTICLE
VIIIRESTRICTED STOCK UNIT AWARDS

8.1Authority to Grant RSU Awards. Subject to the terms and provisions of the Plan, the Committee, at any time, and from
time to time, may grant RSU Awards under the Plan to eligible persons in such amounts and upon such terms as the Committee shall
determine. The amount of, the vesting and the transferability restrictions applicable to any RSU Award shall be determined by the
Committee in its sole discretion. The Committee shall maintain a bookkeeping ledger account which reflects the number of RSUs credited
under the Plan for the benefit of a Holder.

8.2RSU Award. An RSU Award shall be similar in nature to a Restricted Stock Award except that no shares of Stock are
actually transferred to the Holder until a later date specified in the applicable Award Agreement. Each RSU shall have a value
equal to the Fair Market Value of a share of Stock.

8.3RSU Award Agreement.Each RSU Award shall be evidenced by an Award Agreement that contains any Substantial Risk of
Forfeiture, transferability restrictions, form and time of payment provisions and other provisions not inconsistent with the Plan
as the Committee may specify.

8.4Dividend Equivalents.An Award Agreement for an RSU Award may specify that the Holder shall be entitled to the payment
of Dividend Equivalents under the Award.

8.5Form of Payment Under RSU Award. Payment under an RSU Award shall be made in either cash or shares of Stock as specified
in the applicable Award Agreement.

8.6Time of Payment Under RSU Award. A Holder’s payment under an RSU Award shall be made at such time as is specified
in the applicable Award Agreement. The Award Agreement shall specify that the payment will be made (1) by a date that is no later
than the date that is two and one-half (2 1/2) months after the end of the Fiscal Year in which the RSU Award payment is no longer
subject to a Substantial Risk of Forfeiture or (2) at a time that is permissible under Section 409A.





ARTICLE
IXPERFORMANCE STOCK AWARDS and PERFORMANCE UNIT Awards

9.1Authority to Grant Performance Stock Awards and Performance Unit Awards. Subject to the terms and provisions of the
Plan, the Committee, at any time, and from time to time, may grant Performance Stock Awards and Performance Unit Awards under the
Plan to eligible persons in such amounts and upon such terms as the Committee shall determine. The amount of, the vesting and the
transferability restrictions applicable to any Performance Stock Award or Performance Unit Award shall be based upon the attainment
of such Performance Goals as the Committee may determine. If the Committee imposes vesting or transferability restrictions on a
Holder’s rights with respect to Performance Stock or Performance Unit Awards, the Committee may issue such instructions to
the Company’s share transfer agent in connection therewith as it deems appropriate. The Committee may also cause the certificate
for shares of Stock issued pursuant to a Performance Stock or Performance Unit Award to be imprinted with any legend which counsel
for the Company considers advisable with respect to the restrictions or, should the shares of Stock be represented by book or electronic
entry rather than a certificate, the Company may take such steps to restrict transfer of the shares of Stock as counsel for the
Company considers necessary or advisable to comply with applicable law.

9.2Performance Goals.A Performance Goal must be objective such that a third party having knowledge of the relevant
facts could determine whether the goal is met. The Performance Goals upon which the payment or vesting of an Award to a Covered
Employee that is intended to qualify as Performance-Based Compensation shall be limited to one or more of the following Performance
Goals, which may be based on one or more business criteria that apply to the Holder, one or more business units of the Company,
or the Company as a whole, with reference to one or more of the following: earnings per share, total stockholder return, cash return
on capitalization, increased revenue, revenue ratios (per employee or per customer), net income, stock price, market share, return
on equity, return on assets, return on capital, return on capital compared to cost of capital, return on capital employed, return
on invested capital, stockholder value, net cash flow, operating income, earnings before interest and taxes, cash flow, cash flow
from operations, cost reductions and cost ratios (per employee or per customer), or the achievement of specified milestones or
the completion of specified projects identified as contributing substantially to the Company’s success or value or the attainment
of the Company’s strategic goals. Goals may also be based on performance relative to a peer group of companies. Unless otherwise
stated, such a Performance Goal need not be based upon an increase or positive result under a particular business criterion and
could include, for example, maintaining the status quo or limiting economic losses (measured, in each case, by reference to specific
business criteria). In interpreting Plan provisions applicable to Performance Goals and Performance Stock or Performance Unit Awards,
it is intended that the Plan will conform with the standards of section 162(m) of the Code and Treasury Regulations § 1.162-27(e)(2)(i),
and the Committee in establishing such goals and interpreting the Plan shall be guided by such provisions. Prior to the payment
of any compensation based on the achievement of Performance Goals, the Committee must certify in writing that applicable Performance
Goals and any of the material terms thereof were, in fact, satisfied. Subject to the foregoing provisions, the terms, conditions
and limitations applicable to any Performance Stock or Performance Unit Awards made pursuant to the Plan shall be determined by
the Committee.

9.3Time of Establishment of Performance Goals.With respect to an Award to a Covered Employee that is intended to qualify
as Performance-Based Compensation, a Performance Goal for a particular Performance Stock Award or Performance Unit Award must be
established by the Committee prior to the earlier to occur of (a) 90 days after the commencement of the period of service
to which the Performance Goal relates or (b) the lapse of 25 percent of the period of service, and in any event while
the outcome is substantially uncertain.

9.4Written Agreement. Each Performance Stock Award or Performance Unit Award shall be evidenced by an Award Agreement
that contains any vesting, transferability restrictions and other provisions not inconsistent with the Plan as the Committee may
specify.

9.5Form of Payment Under Performance Unit Award. Payment under a Performance Unit Award shall be made in cash and/or
shares of Stock as specified in the Holder’s Award Agreement.

9.6Time of Payment Under Performance Unit Award. A Holder’s payment under a Performance Unit Award shall be made
at such time as is specified in the applicable Award Agreement. The Award Agreement shall specify that the payment will be made
(1) by a date that is no later than the date that is two and one-half (2 1/2) months after the end of the calendar year in which
the Performance Unit Award payment is no longer subject to a Substantial Risk of Forfeiture or (2) at a time that is permissible
under Section 409A.

9.7Holder’s Rights as Stockholder With Respect to a Performance Stock Award. Subject to the terms and conditions
of the Plan, each Holder of a Performance Stock Award shall have all the rights of a stockholder with respect to the shares of
Stock issued to the Holder pursuant to the Award during any period in which such issued shares of Stock are subject to forfeiture
and restrictions on transfer, including without limitation, the right to vote such shares of Stock.

9.8Increases Prohibited. None of the Committee or the Board may increase the amount of compensation payable under a
Performance Stock or Performance Unit Award. If the time at which a Performance Stock or Performance Unit Award will vest or be
paid is accelerated for any reason, the number of shares of Stock subject to, or the amount payable under, the Performance Stock
or Performance Unit Award shall be reduced pursuant to Department of Treasury Regulation section 1.162-27(e)(2)(iii) to reasonably
reflect the time value of money.





ARTICLE
XANNUAL INCENTIVE AWARDS

10.1Authority to Grant Annual Incentive Awards. Subject to the terms and provisions of the Plan, the Committee, at any
time, and from time to time, may grant Annual Incentive Awards under the Plan to key executive Employees who, by the nature and
scope of their positions, regularly directly make or influence policy decisions which significantly impact the overall results
or success of the Company in such amounts and upon such terms as the Committee shall determine. The amount of any Annual Incentive
Awards shall be based on the attainment of such Performance Goals as the Committee may determine.

10.2Covered Employees. The Performance Goals upon which the payment or vesting of an Annual Incentive Award to a Covered
Employee that is intended to qualify as Performance-Based Compensation must meet the requirements of Sections 9.2, 9.3, 9.8 and
9.9 as applied to such Annual Incentive Award. In interpreting Plan provisions applicable to Performance Goals with respect to
Covered Employees, it is intended that the Plan will generally conform with the standards of section 162(m) of the Code and
Treasury Regulations section 1.162-27(e)(2)(i), and the Committee in establishing such goals and interpreting the Plan shall
be guided by such provisions to the extent the Award is intended to qualify as Performance-Based Compensation as described under
section 162(m) of the Code. Prior to the payment of any compensation to a Covered Employee based on the achievement of Performance
Goals, the Committee must certify in writing that applicable Performance Goals and any of the material terms thereof were, in fact,
satisfied.

10.3Written Agreement. Each Annual Incentive Award shall be evidenced by an Award Agreement that contains any vesting,
transferability restrictions and other provisions not inconsistent with the Plan as the Committee may specify.

10.4Form of Payment Under Annual Incentive Award. Payment under an Annual Incentive Award shall be made in cash.

10.5Time of Payment Under Annual Incentive Award. A Holder’s payment under an Annual Incentive Award shall be
made at such time as is specified in the applicable Award Agreement. The Award Agreement shall specify that the payment will be
made (1) by a date that is no later than the date that is two and one-half (2 1/2) months after the end of the calendar year in
which the Annual Incentive Award payment is no longer subject to a Substantial Risk of Forfeiture or (2) at a time that is permissible
under Section 409A.

10.6Increases Prohibited. None of the Committee or the Board may increase the amount of compensation payable under an
Annual Incentive Award. If the time at which an Annual Incentive Award will be paid is accelerated for any reason, the amount payable
under the Annual Incentive Award shall be reduced pursuant to Department of Treasury Regulation section 1.162-27(e)(2)(iii) to
reasonably reflect the time value of money.





ARTICLE
XIOther Stock-Based Awards

11.1Authority to Grant Other Stock-Based Awards. The Committee may grant to eligible persons other types of equity-based
or equity-related Awards not otherwise described by the terms and provisions of the Plan (including the grant or offer for sale
of unrestricted shares of Stock) in such amounts and subject to such terms and conditions, as the Committee shall determine. Such
Awards may involve the transfer of actual shares of Stock to Holders, or payment in cash or otherwise of amounts based on the value
of shares of Stock and may include, without limitation, Awards designed to comply with or take advantage of the applicable local
laws of jurisdictions other than the United States.

11.2Value of Other Stock-Based Award. Each Other Stock-Based Award shall be expressed in terms of shares of Stock or
units based on shares of Stock, as determined by the Committee.

11.3Payment of Other Stock-Based Award. Payment, if any, with respect to an Other Stock-Based Award shall be made in
accordance with the terms of the Award, in cash or shares of Stock as the Committee determines.

11.4Termination of Employment. The Committee shall determine the extent to which a Holder’s rights with respect
to Other Stock-Based Awards shall be affected by the Holder’s Termination of Employment. Such provisions shall be determined
in the sole discretion of the Committee and need not be uniform among all Other Stock-Based Awards issued pursuant to the Plan





ARTICLE
XIICash-Based Awards

12.1Authority to Grant Cash-Based Awards.Subject to the terms and provisions of the
Plan, the Committee, at any time, and from time to time, may grant Cash-Based Awards under the
Plan to eligible persons in such amounts and upon such termsas the Committee shall determine.

12.2Value of Cash-Based Award. Each Cash-Based Award shall specify a payment amount or payment range as determined by
the Committee.

12.3Payment of Cash-Based Award. Payment, if any, with respect to a Cash-Based Award shall be made in accordance with
the terms of the Award, in cash.

12.4Termination of Employment. The Committee shall determine the extent to which a Holder’s rights with respect
to Cash-Based Awards shall be affected by the Holder’s Termination of Employment. Such provisions shall be determined in
the sole discretion of the Committee and need not be uniform among all Cash-Based Awards issued pursuant to the Plan.





ARTICLE
XIIISUBSTITUTION AWARDS

Awards may be granted
under the Plan from time to time in substitution for stock options and other awards held by employees of other entities who are
about to become Employees, or whose employer is about to become an Affiliate as the result of a merger or consolidation of the
Company with another corporation, or the acquisition by the Company of substantially all the assets of another corporation, or
the acquisition by the Company of at least fifty percent (50%) of the issued and outstanding stock of another corporation as the
result of which such other corporation will become a subsidiary of the Company. The terms and conditions of the substitute Awards
so granted may vary from the terms and conditions set forth in the Plan to such extent as the Board at the time of grant may deem
appropriate to conform, in whole or in part, to the provisions of the Award in substitution for which they are granted.





ARTICLE
XIVADMINISTRATION

14.1Awards. The Plan shall be administered by the Committee or, in the absence of the Committee, the Plan shall be administered
by the Board. The members of the Committee shall serve at the discretion of the Board. The Committee shall have full and exclusive
power and authority to administer the Plan and to take all actions that the Plan expressly contemplates or are necessary or appropriate
in connection with the administration of the Plan with respect to Awards granted under the Plan.

14.2Authority of the Committee. The Committee shall have full and exclusive power to interpret and apply the terms and
provisions of the Plan and Awards made under the Plan, and to adopt such rules, regulations and guidelines for implementing the
Plan as the Committee may deem necessary or proper, all of which powers shall be exercised in the best interests of the Company
and in keeping with the objectives of the Plan. A majority of the members of the Committee shall constitute a quorum for the transaction
of business, and the vote of a majority of those members present at any meeting shall decide any question brought before that meeting.
Any decision or determination reduced to writing and signed by a majority of the members shall be as effective as if it had been
made by a majority vote at a meeting properly called and held. All questions of interpretation and application of the Plan, or
as to Awards granted under the Plan, shall be subject to the determination, which shall be final and binding, of a majority of
the whole Committee. No member of the Committee shall be liable for any act or omission of any other member of the Committee or
for any act or omission on his own part, including but not limited to the exercise of any power or discretion given to him under
the Plan, except those resulting from his own gross negligence or willful misconduct. In carrying out its authority under the Plan,
the Committee shall have full and final authority and discretion, including but not limited to the following rights, powers and
authorities to (a) determine the persons to whom and the time or times at which Awards will be made; (b) determine the number and
exercise price of shares of Stock covered in each Award subject to the terms and provisions of the Plan; (c) determine the terms,
provisions and conditions of each Award, which need not be identical and need not match the default terms set forth in the Plan;
(d) accelerate the time at which any outstanding Award will vest; (e) prescribe, amend and rescind rules and regulations relating
to administration of the Plan; and (f) make all other determinations and take all other actions deemed necessary, appropriate or
advisable for the proper administration of the Plan.

The Committee may
correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any Award to a Holder in the manner
and to the extent the Committee deems necessary or desirable to further the Plan's objectives. Further, the Committee shall make
all other determinations that may be necessary or advisable for the administration of the Plan. As permitted by law and the terms
and provisions of the Plan, the Committee may delegate its authority as identified in this Section 14.2. The Committee may
employ attorneys, consultants, accountants, agents, and other persons, any of whom may be an Employee, and the Committee, the Company,
and its officers and Board shall be entitled to rely upon the advice, opinions, or valuations of any such persons.

14.3Decisions Binding.All determinations and decisions made by the Committee or the Board, as the case may be, pursuant
to the provisions of the Plan and all related orders and resolutions of the Committee or the Board, as the case may be, shall be
final, conclusive and binding on all persons, including the Company, its stockholders, its Affiliates, Holders and the estates
and beneficiaries of Holders.

14.4No Liability. Under no circumstances shall the Company, its Affiliates, the Board or the Committee incur liability
for any indirect, incidental, consequential or special damages (including lost profits) of any form incurred by any person, whether
or not foreseeable and regardless of the form of the act in which such a claim may be brought, with respect to the Plan or the
Company's, an Affiliate’s, the Committee’s or the Board’s roles in connection with the Plan.





ARTICLE
XVAMENDMENT OR TERMINATION OF PLAN

15.1Amendment, Modification, Suspension, and Termination. Subject to Section 15.2, the Committee may, at any time
and from time to time, alter, amend, modify, suspend, or terminate the Plan and any Award Agreement in whole or in part; provided,
however, that, without the prior approval of the Company’s stockholders and except as provided in Section 4.5, the Committee
shall not directly or indirectly lower the Option Price of a previously granted Option, and no amendment of the Plan shall be made
without stockholder approval if stockholder approval is required by applicable law or stock exchange rules.

15.2Awards Previously Granted. Notwithstanding any other provision of the Plan to the contrary, no termination, amendment,
suspension, or modification of the Plan or an Award Agreement shall adversely affect in any material way any Award previously granted
under the Plan, without the written consent of the Holder holding such Award.





ARTICLE
XVIMISCELLANEOUS

16.1Unfunded Plan/No Establishment of a Trust Fund.Holders shall have no right, title, or interest whatsoever in or
to any investments that the Company or any of its Affiliates may make to aid in meeting obligations under the Plan. Nothing contained
in the Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary
relationship between the Company and any Holder, beneficiary, legal representative, or any other person. To the extent that any
person acquires a right to receive payments from the Company under the Plan, such right shall be no greater than the right of an
unsecured general creditor of the Company. All payments to be made hereunder shall be paid from the general funds of the Company
and no special or separate fund shall be established and no segregation of assets shall be made to assure payment of such amounts,
except as expressly set forth in the Plan. No property shall be set aside nor shall a trust fund of any kind be established to
secure the rights of any Holder under the Plan. The Plan is not intended to be subject to the Employee Retirement Income Security
Act of 1974, as amended.

16.2No Employment Obligation. The granting of any Award shall not constitute an employment contract, express or implied,
nor impose upon the Company or any Affiliate any obligation to employ or continue to employ, or utilize the services of, any Holder.
The right of the Company or any Affiliate to terminate the employment of any person shall not be diminished or affected by reason
of the fact that an Award has been granted to him, and nothing in the Plan or an Award Agreement shall interfere with or limit
in any way the right of the Company or its Affiliates to terminate any Holder’s employment at any time or for any reason
not prohibited by law.

16.3Tax Withholding. The Company or any Affiliate shall be entitled to deduct from other compensation payable to each
Holder any sums required by federal, state, local or foreign tax law to be withheld with respect to the vesting or exercise of
an Award or lapse of restrictions on an Award. In the alternative, the Company may require the Holder (or other person validly
exercising the Award) to pay such sums for taxes directly to the Company or any Affiliate in cash or by check within one day after
the date of vesting, exercise or lapse of restrictions. In the discretion of the Committee, and with the consent of the Holder,
the Company may reduce the number of shares of Stock issued to the Holder upon such Holder’s exercise of an Option to satisfy
the tax withholding obligations of the Company or an Affiliate; provided that the Fair Market Value of the shares of Stock held
back shall not exceed the Company’s or the Affiliate’s Minimum Statutory Tax Withholding Obligation. The Committee
may, in its discretion, permit a Holder to satisfy any Minimum Statutory Tax Withholding Obligation arising upon the vesting of
an Award by delivering to the Holder a reduced number of shares of Stock in the manner specified herein. If permitted by the Committee
and acceptable to the Holder, at the time of vesting of shares under the Award, the Company shall (a) calculate the amount
of the Company’s or an Affiliate’s Minimum Statutory Tax Withholding Obligation on the assumption that all such shares
of Stock vested under the Award are made available for delivery, (b) reduce the number of such shares of Stock made available
for delivery so that the Fair Market Value of the shares of Stock withheld on the vesting date approximates the Company’s
or an Affiliate’s Minimum Statutory Tax Withholding Obligation and (c) in lieu of the withheld shares of Stock, remit
cash to the United States Treasury and/or other applicable governmental authorities, on behalf of the Holder, in the amount of
the Minimum Statutory Tax Withholding Obligation. The Company shall withhold only whole shares of Stock to satisfy its Minimum
Statutory Tax Withholding Obligation. Where the Fair Market Value of the withheld shares of Stock does not equal the amount of
the Minimum Statutory Tax Withholding Obligation, the Company shall withhold shares of Stock with a Fair Market Value slightly
less than the amount of the Minimum Statutory Tax Withholding Obligation and the Holder must satisfy the remaining minimum withholding
obligation in some other manner permitted under this Section 16.3. The withheld shares of Stock not made available for delivery
by the Company shall be retained as treasury shares or will be cancelled and the Holder’s right, title and interest in such
shares of Stock shall terminate. The Company shall have no obligation upon vesting or exercise of any Award or lapse of restrictions
on an Award until the Company or an Affiliate has received payment sufficient to cover the Minimum Statutory Tax Withholding Obligation
with respect to that vesting, exercise or lapse of restrictions. Neither the Company nor any Affiliate shall be obligated to advise
a Holder of the existence of the tax or the amount which it will be required to withhold.

16.4Gender and Number. If the context requires, words of one gender when used in the Plan shall include the other and
words used in the singular or plural shall include the other.

16.5Severability.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.

16.6Headings. Headings of Articles and Sections are included for convenience of reference only and do not constitute
part of the Plan and shall not be used in construing the terms and provisions of the Plan.

16.7Other Compensation Plans. The adoption of the Plan shall not affect any other option, incentive or other compensation
or benefit plans in effect for the Company or any Affiliate, nor shall the Plan preclude the Company from establishing any other
forms of incentive compensation arrangements for Employees or Directors.

16.8Retirement and Welfare Plans.Neither Awards made under the Plan nor shares of Stock or cash paid pursuant to such
Awards, may be included as “compensation” for purposes of computing the benefits payable to any Participant under the
Company’s or any Affiliate’s retirement plans (both qualified and non-qualified) or welfare benefit plans unless such
other plan expressly provides that such compensation shall be taken into account in computing a participant’s benefit.

16.9Other Awards. The grant of an Award shall not confer upon the Holder the right to receive any future or other Awards
under the Plan, whether or not Awards may be granted to similarly situated Holders, or the right to receive future Awards upon
the same terms or conditions as previously granted.

16.10Successors.All obligations of the Company under the Plan with respect to Awards granted hereunder shall be binding
on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger,
consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.

16.11Law Limitations/Governmental Approvals. The granting of Awards and the issuance of shares of Stock 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.

16.12Delivery of Title. The Company shall have no obligation to issue or deliver evidence of title for shares
of Stock issued under the Plan prior to (a)obtaining any approvals from governmental agencies that the Company determines are necessary
or advisable; and (b)completion of any registration or other qualification of the Stock under any applicable national or foreign
law or ruling of any governmental body that the Company determines to be necessary or advisable.

16.13Inability to Obtain Authority.The inability of the Company to obtain authority from any regulatory body having
jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any shares
of Stock hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such shares of Stock
as to which such requisite authority shall not have been obtained.

16.14Investment Representations.The Committee may require any person receiving Stock pursuant to an Award under
the Plan to represent and warrant in writing that the person is acquiring the shares of Stock for investment and without any present
intention to sell or distribute such Stock.

16.15Persons Residing Outside of the United States. Notwithstanding any provision of the Plan to the contrary, in order
to comply with the laws in other countries in which the Company or any of its Affiliates operates or has Employees, the Committee,
in its sole discretion, shall have the power and authority to (a)determine which Affiliates shall be covered by the Plan; (b)determine
which persons employed outside the United States are eligible to participate in the Plan; (c)amend or vary the terms and provisions
of the Plan and the terms and conditions of any Award granted to persons who reside outside the United States; (d)establish sub-plans
and modify exercise procedures and other terms and procedures to the extent such actions may be necessary or advisable—any
sub-plans and modifications to Plan terms and procedures established under this Section 16.15 by the Committee shall be attached
to the Plan document as Appendices; and (e)take any action, before or after an Award is made, that it deems advisable to obtain
or comply with any necessary local government regulatory exemptions or approvals. Notwithstanding the above, the Committee may
not take any actions hereunder, and no Awards shall be granted, that would violate the Securities Exchange Act of 1934, as amended,
the Code, any securities law or governing statute or any other applicable law.

16.16Arbitration of Disputes. Any controversy arising out of or relating to the Plan or an Award Agreement shall be resolved
by arbitration conducted pursuant to the arbitration rules of the American Arbitration Association. The arbitration shall be final
and binding on the parties.

16.17Governing Law.The provisions of the Plan and the rights of all persons claiming thereunder, to the extent not otherwise
governed by the Code or the laws of the United States, shall be construed and governed under the laws of the State of Delaware,
other than the choice of law provisions thereof.





CERTIFICATE

The
undersigned, officer ofPrecision Aerospace Components, Inc (the “Company”), certifies that the board
of directors of the Company adopted and approved the 2011 Omnibus Incentive Plan on the ____ day of _________________ 2011 and
the stockholder(s) of the Company adopted and approved the 2011 Omnibus Incentive Plan on the ____ day of _________________ 2011.

WITNESS
my hand this ____ day of _________________ 2011.



| |                                      
| | -------------------------------------
| | Andrew S. Prince                     
| | Chief Executive Officer and President









CERTIFICATE

The
undersigned, officer ofPrecision Aerospace Components, Inc (the “Company”), certifies that the board
of directors of the Company adopted and approved the 2011 Omnibus Incentive Plan on the ____ day of _________________ 2011, the
stockholder(s) of the Company adopted and approved the 2011 Omnibus Incentive Plan on the ____ day of _________________ 2011, and
the public stockholders of the Company adopted and approved the Plan the 2011 Omnibus Incentive Plan, for section 162(m) purposes,
on the ____ day of _________________ 2011.

WITNESS
my hand this ____ day of _________________ 200__.





| |                                      
| | -------------------------------------
| | Andrew S. Prince                     
| | Chief Executive Officer and President