Exhibit
10.8


 


Form of


 


ASCEND TELECOM
HOLDINGS LIMITED


 


2015 EQUITY
AND INCENTIVE COMPENSATION PLAN


 


1.           Purpose.
The purpose of this 2015 Equity and Incentive Compensation Plan is to attract and retain
Directors, officers, other employees and consultants of the Company and its Subsidiaries and to provide to such persons incentives
and rewards for performance.


 


2.           Definitions.
As used in this Plan:


 


(a)           “Appreciation
Right” means a right granted pursuant to Section 5 of this Plan, and will include both Free-Standing Appreciation
Rights and Tandem Appreciation Rights.


 


(b)           “Base
Price” means the price to be used as the basis for determining the Spread upon the exercise of a Free-Standing Appreciation
Right or a Tandem Appreciation Right.


 


(c)           “Board”
means the Board of Directors of the Company.


 


(d)           “Change
in Control” has the meaning set forth in Section 12 of this Plan.


 


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


 


(f)           “Committee”
means the Compensation Committee of the Board (or its successor(s)), or any other committee of the Board designated by the Board
to administer this Plan pursuant to Section 10 of this Plan consisting solely of no fewer than two Non-Employee Directors.


 


(g)           “Common
Shares” means the ordinary shares of the Company, with $1.00 per share par value, or any security into which such ordinary
shares may be changed by reason of any transaction or event of the type referred to in Section 11 of this Plan.


 


(h)           “Company”
means Ascend Telecom Holdings Limited, an exempted company incorporated in the Cayman Islands with limited liability, and its successors.


 


(i)           “Covered
Employee” means a Participant who is, or is determined by the Committee to be likely to become, a “covered employee”
within the meaning of Section 162(m) of the Code (or any successor provision).


 


(j)           “Date
of Grant” means the date specified by the Committee on which a grant of Option Rights, Appreciation Rights, Performance Shares,
Performance Units, or other awards contemplated by Section 9 of this Plan, or a grant or sale of Restricted Shares,
Restricted Stock Units, or other awards contemplated by Section 9 of this Plan, will become effective (which date
will not be earlier than the date on which the Committee takes action with respect thereto).


 




     

     

    

 


(k)           “Director”
means a member of the Board.


 


(l)           “Effective
Date” means the date this Plan is approved by the shareholders of the Company.


 


(m)           “Evidence
of Award” means an agreement, certificate, resolution or other type or form of writing or other evidence approved by the
Committee that sets forth the terms and conditions of the awards granted under the Plan. An Evidence of Award may be in an electronic
medium, may be limited to notation on the books and records of the Company and, unless otherwise determined by the Committee, need
not be signed by a representative of the Company or a Participant.


 


(n)           “Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, as such law, rules
and regulations may be amended from time to time.


 


(o)           “Free-Standing
Appreciation Right” means an Appreciation Right granted pursuant to Section 5 of this Plan that is not granted
in tandem with an Option Right.


 


(p)           “Incentive
Stock Options” means Option Rights that are intended to qualify as “incentive stock options” under Section 422
of the Code or any successor provision.


 


(q)           “Management
Objectives” means the measurable performance objective or objectives established pursuant to this Plan for Participants who
have received grants of Performance Shares, Performance Units or, when so determined by the Committee, Option Rights, Appreciation
Rights, Restricted Shares, Restricted Stock Units, dividend equivalents or other awards pursuant to this Plan. Management Objectives
may be described in terms of Company-wide objectives or objectives that are related to the performance of the individual Participant
or of one or more of the Subsidiaries, divisions, departments, regions, functions or other organizational units within the Company
or its Subsidiaries. The Management Objectives may be made relative to the performance of other companies or subsidiaries, divisions,
departments, regions, functions or other organizational units within such other companies, and may be made relative to an index
or one or more of the performance objectives themselves. The Committee may grant awards subject to Management Objectives that are
either Qualified Performance-Based Awards or are not Qualified Performance-Based Awards. The Management Objectives applicable to
any Qualified Performance-Based Award to a Covered Employee will be based on one or more, or a combination, of the following metrics:


 





		(i)	Profits (e.g., operating income, EBIT, EBIT before bonus, EBT, net income, earnings per share, residual or economic
earnings – these profitability metrics could be measured before special items and/or subject to GAAP definition);



 


		(ii)	Cash Flow (e.g., EBITDA, operating cash flow, total cash flow, cash flow in excess of cost of capital or residual cash
flow or cash flow return on investment);





 




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		(iii)	Returns (e.g., profits or cash flow returns on: assets, invested capital, net capital employed, and equity);



 


		(iv)	Working Capital (e.g., working capital divided by sales, days’ sales outstanding, days’ sales inventory,
and days’ sales in payables);



 


		(v)	Profit Margins (e.g., profits divided by revenues, gross margins and material margins divided by revenues, and material
margin divided by sales pounds);



 


		(vi)	Liquidity Measures (e.g., debt-to-capital, debt-to-EBITDA, total debt ratio);



 


		(vii)	Sales Growth, Cost Initiative and Stock Price Metrics (e.g., revenue growth, stock price appreciation, total return
to shareholders, sales and administrative costs divided by sales, and sales and administrative costs divided by profits);



 


		(viii)	Strategic Initiative Key Deliverable Metrics consisting of one or more of the following: product development, strategic
partnering, research and development, market penetration, geographic business expansion goals, cost targets, customer satisfaction,
employee satisfaction, management of employment practices and employee benefits, supervision of litigation and information technology,
and goals relating to acquisitions or divestitures of subsidiaries, affiliates and joint ventures; and



 


		(ix)	Any of the above criteria as compared to the performance of a published or a special index deemed applicable by the Committee,
including, without limitation, the Standard & Poor’s 500 Stock Index.





 


In the case of a Qualified Performance-Based
Award, each Management Objective will be objectively determinable to the extent required under Section 162(m) of the Code, and,
unless otherwise determined by the Committee and to the extent consistent with Code Section 162(m), will exclude the effects of
certain designated items identified at the time of grant. If the Committee determines that a change in the business, operations,
corporate structure or capital structure of the Company, or the manner in which it conducts its business, or other events or circumstances
render the Management Objectives unsuitable, the Committee may in its discretion modify such Management Objectives or the
related minimum acceptable level of achievement, in whole or in part, as the Committee deems appropriate and equitable, except
in the case of a Qualified Performance-Based Award (other than in connection with a Change in Control) where such action would
result in the loss of the otherwise available exemption of the award under Section 162(m) of the Code. In such case, the Committee
will not make any modification of the Management Objectives or minimum acceptable level of achievement with respect to such Covered
Employee.


 




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(r)          “Market
Value per Share” means, as of any particular date, the closing price of a Common Share as reported for that date on the NASDAQ
Stock Market or, if the Common Shares are not then listed on the NASDAQ Stock Market, on any other national securities exchange
on which the Common Shares are listed, or if there are no sales on such date, on the next preceding trading day during which a
sale occurred. If there is no regular public trading market for the Common Shares, then the Market Value per Share shall be the
fair market value as determined in good faith by the Committee. The Committee is authorized to adopt another fair market value
pricing method provided such method is stated in the Evidence of Award and is in compliance with the fair market value pricing
rules set forth in Section 409A of the Code.


 


(s)          “Non-Employee
Director” means a person who is a “Non-Employee Director” of the Company within the meaning of Rule 16b-3 promulgated
under the Exchange Act and an “outside director” within the meaning of Section 162(m) of the Code and the regulations
promulgated thereunder by the U.S. Department of the Treasury.


 


(t)           “Optionee”
means the optionee named in an Evidence of Award evidencing an outstanding Option Right.


 


(u)          “Option
Price” means the purchase price payable on exercise of an Option Right.


 


(v)         “Option
Right” means the right to purchase Common Shares upon exercise of an option granted pursuant to Section 4 of
this Plan.


 


(w)          “Participant”
means a person who is selected by the Committee to receive benefits under this Plan and who is at the time (i) an officer, other
employee or consultant of the Company or any Subsidiary, (ii) a person who provides services to the Company or a Subsidiary that
are equivalent to those typically provided by an employee (provided that such person or consultant satisfies the Form S-8 definition
of an “employee”) or (iii) a non-employee Director.


 


(x)          “Performance
Period” means, in respect of a Performance Share or Performance Unit, a period of time established pursuant to Section 8
of this Plan within which the Management Objectives relating to such Performance Share or Performance Unit are to be achieved.


 


(y)          “Performance
Share” means a bookkeeping entry that records the equivalent of one Common Share awarded pursuant to Section 8
of this Plan.


 


(z)          “Performance
Unit” means a bookkeeping entry awarded pursuant to Section 8 of this Plan that records a unit equivalent
to $1.00 or such other value as is determined by the Committee.


 


(aa)        “Plan”
means this 2015 Equity and Incentive Compensation Plan.


 


(bb)       “Qualified
Performance-Based Award” means any award of Performance Shares, Performance Units, Restricted Shares, Restricted Stock Units
or other awards contemplated under Section 9 of this Plan, or portion of such award, to a Covered Employee that is
intended to satisfy the requirements for “qualified performance-based compensation” under Section 162(m) of the
Code.


 




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(cc)        “Restricted
Shares” means Common Shares granted or sold pursuant to Section 6 of this Plan as to which neither the
substantial risk of forfeiture nor the prohibition on transfers has expired.


 


(dd)       “Restricted
Stock Units” means an award made pursuant to Section 7 of this Plan of the right to receive Common Shares
or cash at the end of a specified period.


 


(ee)        “Restriction
Period” means the period of time during which Restricted Stock Units are subject to restrictions, as provided in Section
7 of this Plan.


 


(ff)         “Spread”
means the excess of the Market Value per Share on the date when an Option Right or Appreciation Right is exercised over the Option
Price or Base Price provided for in the related Option Right or Free-Standing Appreciation Right, respectively.


 


(gg)       “Subsidiary”
means a corporation, company or other entity (i) more than 50 percent of whose outstanding shares or securities (representing the
right to vote for the election of directors or other managing authority) are, or (ii) which does not have outstanding shares or
securities (as may be the case in a partnership, joint venture, limited liability company, or unincorporated association), but
more than 50 percent of whose ownership interest representing the right generally to make decisions for such other entity is, now
or hereafter, owned or controlled, directly or indirectly, by the Company; provided, however, that for purposes of
determining whether any person may be a Participant for purposes of any grant of Incentive Stock Options, “Subsidiary”
means any corporation in which at the time the Company owns or controls, directly or indirectly, more than 50 percent of the total
combined Voting Power represented by all classes of stock issued by such corporation.


 


(hh)       “Tandem
Appreciation Right” means an Appreciation Right granted pursuant to Section 5 of this Plan that is granted
in tandem with an Option Right.


 


(ii)          “Voting
Power” means at any time, the combined voting power of the then-outstanding securities entitled to vote generally in the
election of Directors in the case of the Company, or members of the board of directors or similar body in the case of another entity.


 


3.           Shares
Available Under the Plan. 


 


(a)          Maximum
Shares Available Under Plan.


 


(i)           Subject
to adjustment as provided in Section 11 of this Plan, the number of Common Shares that may be issued or transferred
(A) upon the exercise of Option Rights or Appreciation Rights, (B) as Restricted Shares and released from substantial
risks of forfeiture thereof, (C) in payment of Restricted Stock Units, (D) in payment of Performance Shares or Performance
Units that have been earned, (E) as awards contemplated by Section 9 of this Plan, or (F) in payment of dividend
equivalents paid with respect to awards made under the Plan will not exceed in the aggregate [•]1 shares,
plus any Common Shares that become available under this Plan as a result of forfeiture, cancellation, expiration, or cash settlement
of awards, as provided in Section 3(b) below. Such shares may be shares of original issuance or treasury shares
or a combination of the foregoing.


 





 






1 Amount equal to 2.5% of the
outstanding securities of the Company shall be inserted.


  




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(ii)         The
aggregate number of Common Shares available for issuance or transfer under Section 3(a)(i) of this Plan will be reduced
by one Common Share for every one Common Share issued or transferred in connection with an award granted under this Plan. Subject
to the provisions of Section 3(b) of this Plan, Common Shares covered by an award granted under this Plan will not
be counted as used unless and until they are actually issued or transferred.


 


(b)         Share
Counting Rules.


 


(i)           If
any Common Shares issued or transferred pursuant to an award granted under this Plan are forfeited, or an award granted under this
Plan is cancelled or forfeited, expires or is settled for cash (in whole or in part), the Common Shares issued or transferred pursuant
to, or subject to, such award (as applicable) will, to the extent of such cancellation, forfeiture, expiration, or cash settlement,
again be available for issuance or transfer under Section 3(a) above in accordance with Section 3(b)(iv)
below.


 


(ii)         Notwithstanding
anything to the contrary contained in this Section 3, the following Common Shares will not be added to the aggregate
number of Common Shares available for issuance or transfer under Section 3(a) above: (A) Common Shares tendered
or otherwise used in payment of the Option Price of an Option Right; (B) Common Shares withheld or otherwise used by the Company
to satisfy a tax withholding obligation; (C) Common Shares subject to an Appreciation Right that are not actually issued in
connection with its Common Shares settlement on exercise thereof; and (D) Common Shares reacquired by the Company on the open
market or otherwise using cash proceeds from the exercise of Option Rights. In addition, if, under this Plan, a Participant has
elected to give up the right to receive compensation in exchange for Common Shares based on fair market value, such Common Shares
will not count against the aggregate plan limit under Section 3(a) above.


   




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(iii)        Any
Common Share that becomes available for issuance or transfer under this Plan under this Section 3 will be added back
as one Common Share.


 


(c)          Limit
on Incentive Stock Options. Notwithstanding anything in this Section 3, or elsewhere in this Plan, to the
contrary and subject to adjustment as provided in Section 11 of this Plan, the aggregate number of Common Shares
actually issued or transferred by the Company upon the exercise of Incentive Stock Options will not exceed [•] Common
Shares.


 


(d)          Individual
Participant Limits. Notwithstanding anything in this Section 3, or elsewhere in this Plan, to the contrary,
and subject to adjustment as provided in Section 11 of this Plan:


 


(i)           No
Participant will be granted Option Rights and/or Appreciation Rights, in the aggregate, for more than [•] Common Shares
during any calendar year.


 


(ii)         No
Participant will be granted Qualified Performance-Based Awards of Restricted Shares, Restricted Stock Units, Performance Shares
and/or other awards under Section 9 of this Plan, in the aggregate, for more than [•] Common Shares during
any calendar year.


 


(iii)        In
no event will any Participant in any calendar year receive Qualified Performance-Based Awards of Performance Units and/or other
awards payable in cash under Section 9 of this Plan having an aggregate maximum value as of their respective Dates
of Grant in excess of $[•].


 


(iv)        No
non-employee Director will be granted, in any period of one calendar year, awards under the Plan having an aggregate maximum value
in excess of $[•].


 


4.           Option
Rights. The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the granting
to Participants of Option Rights. Each such grant may utilize any or all of the authorizations, and will be subject to all of the
requirements, contained in the following provisions:


 


(a)           Each
grant will specify the number of Common Shares to which it pertains subject to the limitations set forth in Section 3
of this Plan.


 


(b)           Each
grant will specify an Option Price per share, which (except with respect to awards under Section 22 of this Plan)
may not be less than the Market Value per Share on the Date of Grant.


 




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(c)          Each
grant will specify whether the Option Price will be payable (i) in cash or by check acceptable to the Company or by wire transfer
of immediately available funds, (ii) by the actual or constructive transfer to the Company of Common Shares owned by the Optionee
(or other consideration authorized pursuant to Section 4(d) of this Plan) having a value at the time of exercise
equal to the total Option Price, (iii) subject to any conditions or limitations established by the Committee, the Company’s
withholding of Common Shares otherwise issuable upon exercise of an Option Right pursuant to a “net exercise” arrangement
(it being understood that, solely for purposes of determining the number of treasury shares held by the Company, the Common Shares
so withheld will not be treated as issued and acquired by the Company upon such exercise), (iv) by a combination of such methods
of payment, or (v) by such other methods as may be approved by the Committee.


 


(d)          To
the extent permitted by law, any grant may provide for deferred payment of the Option Price from the proceeds of sale through a
bank or broker on a date satisfactory to the Company of some or all of the shares to which such exercise relates.


 


(e)          Successive
grants may be made to the same Participant whether or not any Option Rights previously granted to such Participant remain unexercised.


 


(f)           Each
grant will specify the period or periods of continuous service by the Optionee with the Company or any Subsidiary that is necessary
before the Option Rights or installments thereof will become exercisable. A grant of Option Rights may provide for the earlier
exercise of such Option Rights, including in the event of the retirement, death or disability of a Participant, if the Participant
is involuntarily terminated for reasons other than for cause, if the Participant terminates his or her employment for good reason,
or in the event of a Change in Control.


 


(g)           Any
grant of Option Rights may specify Management Objectives that must be achieved as a condition to the exercise of such rights.


 


(h)          Option
Rights granted under this Plan may be (i) options, including, without limitation, Incentive Stock Options, that are intended to
qualify under particular provisions of the Code, (ii) options that are not intended so to qualify, or (iii) combinations of the
foregoing. Incentive Stock Options may only be granted to Participants who meet the definition of “employees” under
Section 3401(c) of the Code.


 


(i)           The
exercise of an Option Right will result in the cancellation on a share-for-share basis of any Tandem Appreciation Right authorized
under Section 5 of this Plan.


 


(j)           No
Option Right will be exercisable more than 10 years from the Date of Grant.


 


(k)          Option
Rights granted under this Plan may not provide for any dividends or dividend equivalents thereon.


 


(l)           Each
grant of Option Rights will be evidenced by an Evidence of Award. Each Evidence of Award will be subject to this Plan and will
contain such terms and provisions, consistent with this Plan, as the Committee may approve.


 




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5.           Appreciation
Rights.


 


(a)           The
Committee may, from time to time and upon such terms and conditions as it may determine, authorize the granting (i) to any Optionee,
of Tandem Appreciation Rights in respect of Option Rights granted hereunder, and (ii) to any Participant, of Free-Standing Appreciation
Rights. A Tandem Appreciation Right will be a right of the Optionee, exercisable by surrender of the related Option Right, to receive
from the Company an amount determined by the Committee, which will be expressed as a percentage of the Spread (not exceeding 100
percent) at the time of exercise. Tandem Appreciation Rights may be granted at any time prior to the exercise or termination of
the related Option Rights; provided, however, that a Tandem Appreciation Right awarded in relation to an Incentive
Stock Option must be granted concurrently with such Incentive Stock Option. A Free-Standing Appreciation Right will be a right
of the Participant to receive from the Company an amount determined by the Committee, which will be expressed as a percentage of
the Spread (not exceeding 100 percent) at the time of exercise.


 


(b)          Each
grant of Appreciation Rights may utilize any or all of the authorizations, and will be subject to all of the requirements, contained
in the following provisions:


 


		(i)	Each grant may specify that the amount payable on
exercise of an Appreciation Right will be paid by the Company in cash, Common Shares or any combination thereof.



 


		(ii)	Any grant may specify that the amount payable on exercise
of an Appreciation Right may not exceed a maximum specified by the Committee at the Date of Grant.



 


		(iii)	Any grant may specify waiting periods before exercise and
permissible exercise dates or periods.



 


		(iv)	Each grant may specify the period or periods of continuous
service by the Participant with the Company or any Subsidiary that is necessary before the Appreciation Rights or installments
thereof will become exercisable. A grant of Appreciation Rights may provide for the earlier exercise of such Appreciation Rights,
including in the event of the retirement, death or disability of a Participant, if the Participant is involuntarily terminated
for reasons other than for cause, if the Participant terminates his or her employment for good reason, or in the event of a Change
in Control.



 


		(v)	Any grant of Appreciation Rights may specify Management
Objectives that must be achieved as a condition of the exercise of such Appreciation Rights.



 


		(vi)	Each grant of Appreciation Rights will be evidenced by
an Evidence of Award, which Evidence of Award will describe such Appreciation Rights, identify the related Option Rights (if applicable),
and contain such other terms and provisions, consistent with this Plan, as the Committee may approve.



 




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(c)           Any
grant of Tandem Appreciation Rights will provide that such Tandem Appreciation Rights may be exercised only at a time when the
related Option Right is also exercisable and at a time when the Spread is positive, and by surrender of the related Option Right
for cancellation. Successive grants of Tandem Appreciation Rights may be made to the same Participant regardless of whether any
Tandem Appreciation Rights previously granted to the Participant remain unexercised.


 


(d)           Appreciation
Rights granted under this Plan may not provide for any dividends or dividend equivalents thereon.


 


(e)           Regarding
Free-Standing Appreciation Rights only:


 


(i)           Each
grant will specify in respect of each Free-Standing Appreciation Right a Base Price, which (except with respect to awards under
Section 22 of this Plan) may not be less than the Market Value per Share on the Date of Grant;


 


(ii)         Successive
grants may be made to the same Participant regardless of whether any Free-Standing Appreciation Rights previously granted to the
Participant remain unexercised; and


 


(iii)        No
Free-Standing Appreciation Right granted under this Plan may be exercised more than 10 years from the Date of Grant.


 


6.           Restricted
Shares. The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the grant or
sale of Restricted Shares to Participants. Each such grant or sale may utilize any or all of the authorizations, and will be subject
to all of the requirements, contained in the following provisions:


 


(a)           Each
such grant or sale will constitute an immediate transfer of the ownership of Common Shares to the Participant in consideration
of the performance of services, entitling such Participant to voting, dividend and other ownership rights, but subject to the substantial
risk of forfeiture and/or restrictions on transfer hereinafter referred to.


 


(b)           Each
such grant or sale may be made without additional consideration or in consideration of a payment by such Participant that is less
than the Market Value per Share at the Date of Grant.


 


(c)           Each
such grant or sale will provide that the Restricted Shares covered by such grant or sale that vests upon the passage of time will
be subject to a “substantial risk of forfeiture” within the meaning of Section 83 of the Code for a period to
be determined by the Committee at the Date of Grant or upon achievement of Management Objectives referred to in subparagraph (e) below.


 




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(d)          Each
such grant or sale will provide that during or after the period for which such substantial risk of forfeiture is to continue, the
transferability of the Restricted Shares will be prohibited or restricted in the manner and to the extent prescribed by the Committee
at the Date of Grant (which restrictions may include, without limitation, rights of repurchase or first refusal in the Company
or provisions subjecting the Restricted Shares to a continuing substantial risk of forfeiture in the hands of any transferee).


 


(e)           Any
grant of Restricted Shares may specify Management Objectives that, if achieved, will result in termination or early termination
of the restrictions applicable to such Restricted Shares.


 


(f)           Notwithstanding
anything to the contrary contained in this Plan, any grant or sale of Restricted Shares may provide for the earlier termination
of restrictions on such Restricted Shares, including in the event of the retirement, death or disability of a Participant, if the
Participant is involuntarily terminated for reasons other than for cause, if the Participant terminates his or her employment for
good reason, or in the event of a Change in Control; provided, however, that no award of Restricted Shares intended
to be a Qualified Performance-Based Award will provide for such early termination of restrictions (other than in connection with
the death or disability of the Participant or a Change in Control) to the extent such provisions would cause such award to fail
to be a Qualified Performance-Based Award.


 


(g)          Any
such grant or sale of Restricted Shares may require that any or all dividends or other distributions paid thereon during the period
of such restrictions be automatically deferred and reinvested in additional Restricted Shares, which may be subject to the same
restrictions as the underlying award; provided, however, that dividends or other distributions on Restricted Shares
with restrictions that lapse as a result of the achievement of Management Objectives will be deferred until and paid contingent
upon the achievement of the applicable Management Objectives.


 


(h)          Each
grant or sale of Restricted Shares will be evidenced by an Evidence of Award and will contain such terms and provisions, consistent
with this Plan, as the Committee may approve. Unless otherwise directed by the Committee, (i) all certificates representing Restricted
Shares will be held in custody by the Company until all restrictions thereon will have lapsed, together with a stock power or powers
executed by the Participant in whose name such certificates are registered, endorsed in blank and covering such shares or (ii) all
Restricted Shares will be held at the Company’s transfer agent in book entry form with appropriate restrictions relating
to the transfer of such Restricted Shares.


 


7.           Restricted
Stock Units. The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the granting
or sale of Restricted Stock Units to Participants. Each such grant or sale may utilize any or all of the authorizations, and will
be subject to all of the requirements, contained in the following provisions:


 


(a)          Each
such grant or sale will constitute the agreement by the Company to deliver Common Shares or cash to the Participant in the future
in consideration of the performance of services, but subject to the fulfillment of such conditions (which may include the achievement
of Management Objectives) during the Restriction Period as the Committee may specify.


 




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(b)           Each
such grant or sale may be made without additional consideration or in consideration of a payment by such Participant that is less
than the Market Value per Share at the Date of Grant.


 


(c)           Notwithstanding
anything to the contrary contained in this Plan, any grant or sale of Restricted Stock Units may provide for the earlier lapse
or other modification of the Restriction Period, including in the event of the retirement, death or disability of a Participant,
if the Participant is involuntarily terminated for reasons other than for cause, if the Participant terminates his or her employment
for good reason, or in the event of a Change in Control; provided, however, that no award of Restricted Stock Units
intended to be a Qualified Performance-Based Award will provide for such early lapse or modification of the Restriction Period
(other than in connection with the death or disability of the Participant or a Change in Control) to the extent such provisions
would cause such award to fail to be a Qualified Performance-Based Award.


 


(d)           During
the Restriction Period, the Participant will have no right to transfer any rights under his or her award and will have no rights
of ownership in the Common Shares deliverable upon payment of the Restricted Stock Units and will have no right to vote them, but
the Committee may, at the Date of Grant, authorize the payment of dividend equivalents on such Restricted Stock Units on either
a current or deferred or contingent basis, either in cash or in additional Common Shares; provided, however, that
dividend equivalents or other distributions on Common Shares underlying Restricted Stock Units with restrictions that lapse as
a result of the achievement of Management Objectives will be deferred until and paid contingent upon the achievement of the applicable
Management Objectives.


 


(e)           Each
grant or sale of Restricted Stock Units will specify the time and manner of payment of the Restricted Stock Units that have been
earned. Each grant or sale will specify that the amount payable with respect thereto will be paid by the Company in Common Shares
or cash, or a combination thereof.


 


(f)           Each
grant or sale of Restricted Stock Units will be evidenced by an Evidence of Award and will contain such terms and provisions, consistent
with this Plan, as the Committee may approve.


 


8.           Performance
Shares and Performance Units. The Committee may, from time to time and upon such terms and conditions as it may determine,
authorize the granting of Performance Shares and Performance Units. Each such grant may utilize any or all of the authorizations,
and will be subject to all of the requirements, contained in the following provisions:


 


(a)           Each
grant will specify the number or amount of Performance Shares or Performance Units to which it pertains, which number or amount
may be subject to adjustment to reflect changes in compensation or other factors; provided, however, that no such
adjustment will be made in the case of a Qualified Performance-Based Award (other than in connection with the death or disability
of the Participant or a Change in Control) where such action would result in the loss of the otherwise available exemption of the
award under Section 162(m) of the Code.


 




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(b)           The
Performance Period with respect to each Performance Share or Performance Unit will be such period of time as will be determined
by the Committee at the time of grant, which may be subject to earlier lapse or other modification, including in the event of the
retirement, death or disability of a Participant, if the Participant is involuntarily terminated for reasons other than for cause,
if the Participant terminates his or her employment for good reason, or in the event of a Change in Control; provided, however,
that no such adjustment will be made in the case of a Qualified Performance-Based Award (other than in connection with the death
or disability of the Participant or a Change in Control) where such action would result in the loss of the otherwise available
exemption of the award under Section 162(m) of the Code. In such event, the Evidence of Award will specify the time and terms
of delivery.


 


(c)           Any
grant of Performance Shares or Performance Units will specify Management Objectives which, if achieved, will result in payment
or early payment of the award, and each grant may specify in respect of such specified Management Objectives a minimum acceptable
level or levels of achievement and may set forth a formula for determining the number of Performance Shares or Performance Units
that will be earned if performance is at or above the minimum or threshold level or levels, or is at or above the target level
or levels, but falls short of maximum achievement of the specified Management Objectives.


 


(d)           Each
grant will specify the time and manner of payment of Performance Shares or Performance Units that have been earned. Any grant may
specify that the amount payable with respect thereto may be paid by the Company in cash, in Common Shares, in Restricted Shares
or Restricted Stock Units or in any combination thereof.


 


(e)           Any
grant of Performance Shares or Performance Units may specify that the amount payable or the number of Common Shares or Restricted
Shares or Restricted Stock Units with respect thereto may not exceed a maximum specified by the Committee at the Date of Grant.


 


(f)           The
Committee may, at the Date of Grant of Performance Shares, provide for the payment of dividend equivalents to the holder thereof
either in cash or in additional Common Shares, subject in all cases to deferral and payment on a contingent basis based on the
Participant’s earning of the Performance Shares with respect to which such dividend equivalents are paid.


 


(g)           Each
grant of Performance Shares or Performance Units will be evidenced by an Evidence of Award and will contain such other terms and
provisions, consistent with this Plan, as the Committee may approve.


 


9.           Other
Awards.


 


(a)           Subject
to applicable law and the limit set forth in Section 3 of this Plan, the Committee may grant to any Participant such
other awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related
to, Common Shares or factors that may influence the value of such shares, including, without limitation, convertible or exchangeable
debt securities, other rights convertible or exchangeable into Common Shares, purchase rights for Common Shares, awards with value
and payment contingent upon performance of the Company or specified Subsidiaries, affiliates or other business units thereof or
any other factors designated by the Committee, and awards valued by reference to the book value of the Common Shares or the value
of securities of, or the performance of specified Subsidiaries or affiliates or other business units of the Company. The Committee
will determine the terms and conditions of such awards. Common Shares delivered pursuant to an award in the nature of a purchase
right granted under this Section 9 will be purchased for such consideration, paid for at such time, by such
methods, and in such forms, including, without limitation, Common Shares, other awards, notes or other property, as the Committee
determines.


 




    	 	13	 



     

    

  


(b)           Cash
awards, as an element of or supplement to any other award granted under this Plan, may also be granted pursuant to this Section
9.


 


(c)           The
Committee may grant Common Shares as a bonus, or may grant other awards in lieu of obligations of the Company or a Subsidiary to
pay cash or deliver other property under this Plan or under other plans or compensatory arrangements, subject to such terms as
will be determined by the Committee in a manner that complies with Section 409A of the Code.


 


(d)           Notwithstanding
anything to the contrary contained in this Plan, any grant of an award under this Section 9 may provide for the earning
or vesting of, or earlier elimination of restrictions applicable to, such award, including in the event of the retirement, death
or disability of a Participant, if the Participant is involuntarily terminated for reasons other than for cause, if the Participant
terminates his or her employment for good reason, or in the event of a Change in Control; provided, however, that
no such adjustment will be made in the case of a Qualified Performance-Based Award (other than in connection with the death or
disability of the Participant or a Change in Control) where such action would result in the loss of the otherwise available exemption
of the award under Section 162(m) of the Code. In such event, the Evidence of Award will specify the time and terms of delivery.


 


10.         Administration
of this Plan.


 


(a)           This
Plan will be administered by the Committee. The Committee may from time to time delegate all or any part of its authority under
this Plan to a subcommittee thereof. To the extent of any such delegation, references in this Plan to the Committee will be deemed
to be references to such subcommittee.


 


(b)           The
interpretation and construction by the Committee of any provision of this Plan or of any agreement, notification or document evidencing
the grant of awards under this Plan and any determination by the Committee pursuant to any provision of this Plan or of any such
agreement, notification or document will be final and conclusive. No member of the Committee shall be liable for any such action
or determination made in good faith. In addition, the Committee is authorized to take any action it determines in its sole discretion
to be appropriate subject only to the express limitations contained in this Plan, and no authorization in any Plan Section or other
provision of this Plan is intended or may be deemed to constitute a limitation on the authority of the Committee.


 




    	 	14	 



     

    

 


(c)           To
the extent permitted by law, the Committee may delegate to one or more of its members or to one or more officers of the Company,
or to one or more agents or advisors, such administrative duties or powers as it may deem advisable, and the Committee, the subcommittee,
or any person to whom duties or powers have been delegated as aforesaid, may employ one or more persons to render advice with respect
to any responsibility the Committee, the subcommittee or such person may have under the Plan. The Committee may, by resolution,
authorize one or more officers of the Company to do one or both of the following on the same basis as the Committee: (i) designate
employees to be recipients of awards under this Plan; and (ii) determine the size of any such awards; provided, however,
that (A) the Committee will not delegate such responsibilities to any such officer for awards granted to an employee who is an
officer, Director, or more than 10% beneficial owner of any class of the Company’s equity securities that is registered pursuant
to Section 12 of the Exchange Act, as determined by the Committee in accordance with Section 16 of the Exchange Act, or any Covered
Employee; (B) the resolution providing for such authorization sets forth the total number of Common Shares such officer(s)
may grant; and (C) the officer(s) will report periodically to the Committee regarding the nature and scope of the awards granted
pursuant to the authority delegated.


 


11.         Adjustments.
The Committee shall make or provide for such adjustments in the numbers of Common Shares covered by outstanding Option Rights,
Appreciation Rights, Restricted Shares, Restricted Stock Units, Performance Shares and Performance Units granted hereunder and,
if applicable, in the number of Common Shares covered by other awards granted pursuant to Section 9 hereof, in the
Option Price and Base Price provided in outstanding Option Rights and Appreciation Rights, in the kind of shares covered thereby,
and in the other terms, as the Committee, in its sole discretion, exercised in good faith, shall determine is equitably required
to prevent dilution or enlargement of the rights of Participants or Optionees that otherwise would result from (a) any stock
dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, (b) any
merger, consolidation, spin-off, split- off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution
of assets, issuance of rights or warrants to purchase securities, or (c) any other corporate transaction or event having an
effect similar to any of the foregoing. However, such adjustments shall be made automatically, without the necessity of Committee
action, on the customary arithmetical basis in the case of any stock split, including a stock split effected by means of a stock
dividend, and in the case of any other dividend paid in shares of the Company. Moreover, in the event of any such transaction or
event or in the event of a Change in Control, the Committee shall provide in substitution for any or all outstanding awards under
this Plan such alternative consideration (including cash), if any, as it, in good faith, shall determine to be equitable in the
circumstances and may require in connection therewith the surrender of all awards so replaced in a manner that complies with Section 409A
of the Code. In addition, for each Option Right or Appreciation Right with an Option Price or Base Price greater than the consideration
offered in connection with any such transaction or event or Change in Control, the Committee may in its discretion elect to cancel
such Option Right or Appreciation Right without any payment to the person holding such Option Right or Appreciation Right. The
Committee shall also make or provide for such adjustments in the numbers of shares specified in Section 3 of this
Plan as the Committee in its sole discretion, exercised in good faith, shall determine is appropriate to reflect any transaction
or event described in this Section 11; provided, however, that any such adjustment to the number specified
in Section 3(c) will be made only if and to the extent that such adjustment would not cause any Option Right intended
to qualify as an Incentive Stock Option to fail to so qualify.


 




    	 	15	 



     

    

 


12.         Change
in Control.  


 


(a)           For
purposes of this Plan, except as may be otherwise prescribed by the Committee in an Evidence of Award made under this Plan, a “Change
in Control” will be deemed to have occurred upon the occurrence of any of the following events:


 


(i)           any
individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”)
is or becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of
the combined voting power of the then-outstanding Voting Stock of the Company; provided, however, that:


 


(1)         for
purposes of this Section 12(a)(i), the following acquisitions will not constitute a Change in Control: (A) any acquisition
of Voting Stock of the Company directly from the Company that is approved by a majority of the Incumbent Directors, (B) any acquisition
of Voting Stock of the Company by the Company or any Subsidiary, (C) any acquisition of Voting Stock of the Company by the trustee
or other fiduciary holding securities under any employee benefit plan (or related trust) sponsored or maintained by the Company
or any Subsidiary, and (D) any acquisition of Voting Stock of the Company by any Person pursuant to a Business Transaction
that complies with clauses (A), (B) and (C) of Section 12(a)(iii) below;


 


(2)         if
any Person is or becomes the beneficial owner of 50% or more of combined voting power of the then-outstanding Voting Stock of the
Company as a result of a transaction described in clause (A) of Section 12(a)(i)(1) above and such Person thereafter becomes the
beneficial owner of any additional shares of Voting Stock of the Company representing 1% or more of the then-outstanding Voting
Stock of the Company, other than in an acquisition directly from the Company that is approved by a majority of the Incumbent Directors
or other than as a result of a stock dividend, stock split or similar transaction effected by the Company in which all holders
of Voting Stock are treated equally, such subsequent acquisition will be treated as a Change in Control;


 




    	 	16	 



     

    

 


(3)         a
Change in Control will not be deemed to have occurred if a Person is or becomes the beneficial owner of 50% or more of the Voting
Stock of the Company as a result of a reduction in the number of shares of Voting Stock of the Company outstanding pursuant to
a transaction or series of transactions that is approved by a majority of the Incumbent Directors unless and until such Person
thereafter becomes the beneficial owner of any additional shares of Voting Stock of the Company representing 1% or more of the
then-outstanding Voting Stock of the Company, other than as a result of a stock dividend, stock split or similar transaction effected
by the Company in which all holders of Voting Stock are treated equally; and


 


(4)         if
at least a majority of the Incumbent Directors determine in good faith that a Person has acquired beneficial ownership of 50% or
more of the Voting Stock of the Company inadvertently, and such Person divests as promptly as practicable but no later than the
date, if any, set by the Incumbent Board a sufficient number of shares so that such Person beneficially owns less than 50% of the
Voting Stock of the Company, then no Change in Control will have occurred as a result of such Person’s acquisition; or


 


(ii)         a
majority of the Board ceases to be comprised of Incumbent Directors; or


 


(iii)        the
consummation of a reorganization, merger or consolidation, or sale or other disposition of all or substantially all of the assets
of the Company or the acquisition of the stock or assets of another corporation, or other transaction (each, a “Business
Transaction”), unless, in each case, immediately following such Business Transaction (A) the Voting Stock of the Company
outstanding immediately prior to such Business Transaction continues to represent (either by remaining outstanding or by being
converted into Voting Stock of the surviving entity or any parent thereof), more than 50% of the combined voting power of the then
outstanding shares of Voting Stock of the entity resulting from such Business Transaction (including, without limitation, an entity
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), (B) no Person (other than the Company, such entity resulting from such Business Transaction,
or any employee benefit plan (or related trust) sponsored or maintained by the Company, any Subsidiary or such entity resulting
from such Business Transaction) beneficially owns, directly or indirectly, 50% or more of the combined voting power of the then
outstanding shares of Voting Stock of the entity resulting from such Business Transaction, and (C) at least a majority of the members
of the Board of Directors of the entity resulting from such Business Transaction were Incumbent Directors at the time of the execution
of the initial agreement or of the action of the Board providing for such Business Transaction; or


 




    	 	17	 



     

    

 


(iv)        approval
by the shareholders of the Company of a complete liquidation or dissolution of the Company, except pursuant to a Business Transaction
that complies with clauses (A), (B) and (C) of Section 12(a)(iii).


 


(b)           Specifically
defined terms for purposes of Section 12(a):


 


(i)           “Board”
means the Board of Directors of Ascend Telecom Holdings Limited.


 


(ii)         “Incumbent
Directors” means the individuals who, as of the date hereof, are Directors of the Company (each, a “Director”)
and any individual becoming a Director subsequent to the date hereof whose election, nomination for election by the Company’s
shareholders, or appointment, was approved by a vote of at least two-thirds of the then Incumbent Directors (either by a specific
vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without objection
to such nomination); provided, however, that an individual will not be an Incumbent Director if such individual’s
election or appointment to the Board occurs as a result of an actual or threatened election contest (as described in Rule 14a-12(c)
of the Exchange Act) with respect to the election or removal of Directors or other actual or threatened solicitation of proxies
or consents by or on behalf of a Person other than the Board.


 


(iii)        “Subsidiary”
means an entity in which the Company directly or indirectly beneficially owns 50% or more of the outstanding Voting Stock.


 


(iv)        “Voting
Stock” means securities entitled to vote generally in the election of directors.


 


13.         Detrimental
Activity and Recapture Provisions. Any Evidence of Award may provide for the cancellation or forfeiture of an award or the
forfeiture and repayment to the Company of any gain related to an award, or other provisions intended to have a similar effect,
upon such terms and conditions as may be determined by the Committee from time to time, if a Participant, either (a) during employment
or other service with the Company or a Subsidiary or (b) within a specified period after termination of such employment or service,
shall engage in any detrimental activity. In addition, notwithstanding anything in this Plan to the contrary, any Evidence of Award
may also provide for the cancellation or forfeiture of an award or the forfeiture and repayment to the Company of any gain related
to an award, or other provisions intended to have a similar effect, upon such terms and conditions as may be required by the Committee
or under Section 10D of the Exchange Act and any applicable rules or regulations promulgated by the Securities and Exchange Commission
or any national securities exchange or national securities association on which the Common Shares may be traded.


 




    	 	18	 



     

    

 


14.         Non
U.S. Participants. In order to facilitate the making of any grant or combination of grants under this Plan, the Committee may
provide for such special terms for awards to Participants who are foreign nationals or who are employed by the Company or any Subsidiary
outside of the United States of America or who provide services to the Company under an agreement with a foreign nation or agency,
as the Committee may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. Moreover,
the Committee may approve such supplements to or amendments, restatements or alternative versions of this Plan (including, without
limitation, sub-plans) as it may consider necessary or appropriate for such purposes, without thereby affecting the terms of this
Plan as in effect for any other purpose, and the Secretary or other appropriate officer of the Company may certify any such document
as having been approved and adopted in the same manner as this Plan. No such special terms, supplements, amendments or restatements,
however, will include any provisions that are inconsistent with the terms of this Plan as then in effect unless this Plan could
have been amended to eliminate such inconsistency without further approval by the shareholders of the Company.


 


15.         Transferability.


 


(a)           Except
as otherwise determined by the Committee, no Option Right, Appreciation Right, Restricted Shares, Restricted Stock Unit, Performance
Share, Performance Unit, award contemplated by Section 9 of this Plan or dividend equivalents paid with respect to
awards made under this Plan will be transferable by the Participant except pursuant to a domestic relations order (that contains
any information required by the Company to effectuate the transfer) or by will or the laws of descent and distribution, and in
no event will any such award granted under the Plan be transferred for value. Except as otherwise determined by the Committee,
Option Rights and Appreciation Rights will be exercisable during the Participant’s lifetime only by him or her or, in the
event of the Participant’s legal incapacity to do so, by his or her guardian or legal representative acting on behalf of
the Participant in a fiduciary capacity under state law or court supervision.


 


(b)           The
Committee may specify at the Date of Grant that part or all of the Common Shares that are (i) to be issued or transferred by the
Company upon the exercise of Option Rights or Appreciation Rights, upon the termination of the Restriction Period applicable to
Restricted Stock Units or upon payment under any grant of Performance Shares or Performance Units or (ii) no longer subject to
the substantial risk of forfeiture and restrictions on transfer referred to in Section 6 of this Plan, will be subject
to further restrictions on transfer.


 




    	 	19	 



     

    

 


16.         Withholding
Taxes. To the extent that the Company is required to withhold federal, state, local or foreign taxes in connection with any
payment made or benefit realized by a Participant or other person under this Plan, and the amounts available to the Company for
such withholding are insufficient, it will be a condition to the receipt of such payment or the realization of such benefit that
the Participant or such other person make arrangements satisfactory to the Company for payment of the balance of such taxes required
to be withheld, which arrangements (in the discretion of the Committee) may include relinquishment of a portion of such benefit.
If a Participant’s benefit is to be received in the form of Common Shares, and such Participant fails to make arrangements
for the payment of tax, then, unless otherwise determined by the Committee, the Company will withhold Common Shares having a value
equal to the amount required to be withheld. Notwithstanding the foregoing, when a Participant is required to pay the Company an
amount required to be withheld under applicable income and employment tax laws, the Participant may elect, unless otherwise determined
by the Committee, to satisfy the obligation, in whole or in part, by having withheld, from the shares required to be delivered
to the Participant, Common Shares having a value equal to the amount required to be withheld or by delivering to the Company other
Common Shares held by such Participant. The shares used for tax withholding will be valued at an amount equal to the market value
of such Common Shares on the date the benefit is to be included in Participant’s income. In no event will the market value
of the Common Shares to be withheld and delivered pursuant to this Section to satisfy applicable withholding taxes in connection
with the benefit exceed the minimum amount of taxes required to be withheld. Participants will also make such arrangements as the
Company may require for the payment of any withholding tax obligation that may arise in connection with the disposition of Common
Shares acquired upon the exercise of Option Rights.


 


17.         Compliance
with Section 409A of the Code.


 


(a)           To
the extent applicable, it is intended that this Plan and any grants made hereunder comply with the provisions of Section 409A
of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Participants. This
Plan and any grants made hereunder will be administered in a manner consistent with this intent. Any reference in this Plan to
Section 409A of the Code will also include any regulations or any other formal guidance promulgated with respect to such Section
by the U.S. Department of the Treasury or the Internal Revenue Service.


 


(b)           Neither
a Participant nor any of a Participant’s creditors or beneficiaries will have the right to subject any deferred compensation
(within the meaning of Section 409A of the Code) payable under this Plan and grants hereunder to any anticipation, alienation,
sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A of the
Code, any deferred compensation (within the meaning of Section 409A of the Code) payable to a Participant or for a Participant’s
benefit under this Plan and grants hereunder may not be reduced by, or offset against, any amount owing by a Participant to the
Company or any of its Subsidiaries.


 


(c)           If,
at the time of a Participant’s separation from service (within the meaning of Section 409A of the Code), (i) the
Participant will be a specified employee (within the meaning of Section 409A of the Code and using the identification methodology
selected by the Company from time to time) and (ii) the Company makes a good faith determination that an amount payable hereunder
constitutes deferred compensation (within the meaning of Section 409A of the Code) the payment of which is required to be
delayed pursuant to the six-month delay rule set forth in Section 409A of the Code in order to avoid taxes or penalties under
Section 409A of the Code, then the Company will not pay such amount on the otherwise scheduled payment date but will instead
pay it, without interest, on the first business day of the seventh month after such separation from service.


 




    	 	20	 



     

    

 


(d)           Notwithstanding
any provision of this Plan and grants hereunder to the contrary, in light of the uncertainty with respect to the proper application
of Section 409A of the Code, the Company reserves the right to make amendments to this Plan and grants hereunder as the Company
deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A of the Code. In any case, a
Participant will be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on a Participant
or for a Participant’s account in connection with this Plan and grants hereunder (including any taxes and penalties under
Section 409A of the Code), and neither the Company nor any of its affiliates will have any obligation to indemnify or otherwise
hold a Participant harmless from any or all of such taxes or penalties.


 


18.         Amendments.


 


(a)           The
Board may at any time and from time to time amend this Plan in whole or in part; provided, however, that if an amendment
to this Plan (i) would materially increase the benefits accruing to participants under this Plan, (ii) would materially increase
the number of securities which may be issued under this Plan, (iii) would materially modify the requirements for participation
in this Plan, or (iv) must otherwise be approved by the shareholders of the Company in order to comply with applicable law
or the rules of the NASDAQ Stock Market or, if the Common Shares are not traded on the NASDAQ Stock Market, the principal national
securities exchange upon which the Common Shares are traded or quoted, then, such amendment will be subject to shareholder approval
and will not be effective unless and until such approval has been obtained.


 


(b)           Except
in connection with a corporate transaction or event described in Section 11 of this Plan, the terms of outstanding
awards may not be amended to reduce the Option Price of outstanding Option Rights or the Base Price of outstanding Appreciation
Rights, or cancel outstanding Option Rights or Appreciation Rights in exchange for cash, other awards or Option Rights or Appreciation
Rights with an Option Price or Base Price, as applicable, that is less than the Option Price of the original Option Rights or Base
Price of the original Appreciation Rights, as applicable, without shareholder approval. This Section 18(b) is
intended to prohibit the repricing of “underwater” Option Rights and Appreciation Rights and will not be construed
to prohibit the adjustments provided for in Section 11 of this Plan. Notwithstanding any provision of this Plan to
the contrary, this Section 18(b) may not be amended without approval by the Company’s shareholders.


 


(c)           If
permitted by Section 409A of the Code and Section 162(m) of the Code, but subject to the paragraph that follows, including in the
case of termination of employment by reason of death, disability or retirement, or in the case of unforeseeable emergency or other
special circumstances or in the event of a Change in Control, to the extent a Participant holds an Option Right or Appreciation
Right not immediately exercisable in full, or any Restricted Shares as to which the substantial risk of forfeiture or the prohibition
or restriction on transfer has not lapsed, or any Restricted Stock Units as to which the Restriction Period has not been completed,
or any Performance Shares or Performance Units which have not been fully earned, or any other awards made pursuant to Section
9 subject to any vesting schedule or transfer restriction, or who holds Common Shares subject to any transfer restriction
imposed pursuant to Section 15(b) of this Plan, the Committee may, in its sole discretion, accelerate the time at
which such Option Right, Appreciation Right or other award may be exercised or the time at which such substantial risk of forfeiture
or prohibition or restriction on transfer will lapse or the time when such Restriction Period will end or the time at which such
Performance Shares or Performance Units will be deemed to have been fully earned or the time when such transfer restriction will
terminate or may waive any other limitation or requirement under any such award, except in the case of a Qualified Performance-Based
Award where such action would result in the loss of the otherwise available exemption of the award under Section 162(m) of the
Code.


 




    	 	21	 



     

    

 


Subject to Section 18(b)
hereof, the Committee may amend the terms of any award theretofore granted under this Plan prospectively or retroactively, except
in the case of a Qualified Performance-Based Award (other than in connection with the Participant’s death or disability,
or a Change in Control) where such action would result in the loss of the otherwise available exemption of the award under Section
162(m) of the Code. In such case, the Committee will not make any modification of the Management Objectives or the level or levels
of achievement with respect to such Qualified Performance-Based Award. Subject to Section 11 above, no such
amendment will impair the rights of any Participant without his or her consent. The Board may, in its discretion, terminate this
Plan at any time. Termination of this Plan will not affect the rights of Participants or their successors under any awards outstanding
hereunder and not exercised in full on the date of termination.


 


19.         Governing
Law. This Plan and all grants and awards and actions taken hereunder will be governed by and construed in accordance with the
internal substantive laws of the State of [•].


 


20.         Effective
Date/Termination. This Plan will be effective as of the Effective Date. No grant will be made under this Plan after [•],
20[25], but all grants made on or prior to such date will continue in effect thereafter subject to the terms thereof and
of this Plan.


 


21.         Miscellaneous
Provisions.


 


(a)           The
Company will not be required to issue any fractional Common Shares pursuant to this Plan. The Committee may provide for the elimination
of fractions or for the settlement of fractions in cash.


 


(b)           This
Plan will not confer upon any Participant any right with respect to continuance of employment or other service with the Company
or any Subsidiary, nor will it interfere in any way with any right the Company or any Subsidiary would otherwise have to terminate
such Participant’s employment or other service at any time.


 


(c)           Except
with respect to Section 21(e), to the extent that any provision of this Plan would prevent any Option Right that
was intended to qualify as an Incentive Stock Option from qualifying as such, that provision will be null and void with respect
to such Option Right. Such provision, however, will remain in effect for other Option Rights and there will be no further effect
on any provision of this Plan.


 




    	 	22	 



     

    

 


(d)           No
award under this Plan may be exercised by the holder thereof if such exercise, and the receipt of cash or stock thereunder, would
be, in the opinion of counsel selected by the Company, contrary to law or the regulations of any duly constituted authority having
jurisdiction over this Plan.


 


(e)           Absence
on leave approved by a duly constituted officer of the Company or any of its Subsidiaries will not be considered interruption or
termination of service of any employee for any purposes of this Plan or awards granted hereunder.


 


(f)           No
Participant will have any rights as a shareholder with respect to any shares subject to awards granted to him or her under this
Plan prior to the date as of which he or she is actually recorded as the holder of such shares upon the stock records of the Company.


 


(g)           The
Committee may condition the grant of any award or combination of awards authorized under this Plan on the surrender or deferral
by the Participant of his or her right to receive a cash bonus or other compensation otherwise payable by the Company or a Subsidiary
to the Participant.


 


(h)           Except
with respect to Option Rights and Appreciation Rights, the Committee may permit Participants to elect to defer the issuance of
Common Share under the Plan pursuant to such rules, procedures or programs as it may establish for purposes of this Plan and which
are intended to comply with the requirements of Section 409A of the Code. The Committee also may provide that deferred issuances
and settlements include the payment or crediting of dividend equivalents or interest on the deferral amounts.


 


(i)           If
any provision of this Plan is or becomes invalid, illegal or unenforceable in any jurisdiction, or would disqualify this Plan or
any award under any law deemed applicable by the Committee, such provision will be construed or deemed amended or limited in scope
to conform to applicable laws or, in the discretion of the Committee, it will be stricken and the remainder of this Plan will remain
in full force and effect.


 


22.         Stock-Based
Awards in Substitution for Option Rights or Awards Granted by Other Company. Notwithstanding anything in this Plan to
the contrary:


 


(a)           Awards
may be granted under this Plan in substitution for or in conversion of, or in connection with an assumption of, stock options,
stock appreciation rights, restricted stock, restricted stock units or other stock or stock-based awards held by awardees of an
entity engaging in a corporate acquisition or merger transaction with the Company or any Subsidiary. Any conversion, substitution
or assumption will be effective as of the close of the merger or acquisition, and, to the extent applicable, will be conducted
in a manner that complies with Section 409A of the Code. The awards so granted may reflect the original terms of the awards being
assumed or substituted or converted for and need not comply with other specific terms of this Plan, and may account for Common
Shares substituted for the securities covered by the original awards and the number of shares subject to the original awards, as
well as any exercise or purchase prices applicable to the original awards, adjusted to account for differences in stock prices
in connection with the transaction.


 




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(b)           In
the event that a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary merges has shares
available under a pre-existing plan previously approved by stockholders and not adopted in contemplation of such acquisition or
merger, the shares available for grant pursuant to the terms of such plan (as adjusted, to the extent appropriate, to reflect such
acquisition or merger) may be used for awards made after such acquisition or merger under the Plan; provided, however,
that awards using such available shares may not be made after the date awards or grants could have been made under the terms of
the pre-existing plan absent the acquisition or merger, and may only be made to individuals who were not employees or directors
of the Company or any Subsidiary prior to such acquisition or merger.


 


(c)           Any
Common Shares that are issued or transferred by, or that are subject to any awards that are granted by, or become obligations of,
the Company under Sections 22(a) or 22(b) above will not reduce the Common Shares available
for issuance or transfer under the Plan or otherwise count against the limits contained in Section 3 of the Plan.
In addition, no Common Shares that are issued or transferred by, or that are subject to any awards that are granted by, or become
obligations of, the Company under Sections 22(a) or 22(b) above will be added to the aggregate
plan limit contained in Section 3 of the Plan.


 




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