Exhibit 10.4


 


TRINITY PLACE HOLDINGS INC.


2015 STOCK INCENTIVE PLAN


 


Article
I


General


 


1.1          Purpose


 


The Trinity Place Holdings
Inc. 2015 Stock Incentive Plan (the “Plan”) is designed to provide certain key persons, on whose initiative and efforts
the successful conduct of the business of Trinity Place Holdings Inc., a Delaware corporation (the “Company”) depends,
and who are responsible for the management, growth and protection of the business of the Company, with incentives to: (a) enter
into and remain in the service of the Company or a Company subsidiary, (b) acquire a proprietary interest in the success of the
Company, (c) maximize their performance and (d) enhance the long-term performance of the Company (whether directly or indirectly
through enhancing the long-term performance of a Company subsidiary).


 


1.2          Administration


 


(a)          Administration
by Committee; Constitution of Committee. The Plan shall be administered by the Compensation Committee of the Board of Directors
of the Company (the “Board”) or such other committee or subcommittee as the Board may designate or as shall be formed
by the abstention or recusal of a non-Qualified Member (as defined below) of such committee (the “Committee”). The
members of the Committee shall be appointed by, and serve at the pleasure of, the Board. While it is intended that at all times
that the Committee acts in connection with the Plan, the Committee shall consist solely of two or more Qualified Members, the fact
that the Committee is not so comprised will not invalidate any grant hereunder that otherwise satisfies the terms of the Plan.
A “Qualified Member” is an individual who is a “non-employee director” within the meaning of Rule 16b-3
promulgated under the Securities Exchange Act of 1934 (the “1934 Act”). If the Committee does not exist, or for any
other reason determined by the Board, the Board may take any action under the Plan that would otherwise be the responsibility of
the Committee. The term “Committee” as used herein shall refer to the Board to the extent that the Board is acting
in place of the Committee.


 


(b)          Committee’s
Authority. The Committee shall have the authority to (i) exercise all of the powers granted to it under the Plan, (ii) construe,
interpret and implement the Plan and any Grant Certificates executed pursuant to Section 2.1, (iii) prescribe, amend and rescind
rules and regulations relating to the Plan, including rules governing its own operations, (iv) make all determinations necessary
or advisable in administering the Plan, (v) correct any defect, supply any omission and reconcile any inconsistency in the Plan,
and (vi) amend the Plan to reflect changes in applicable law.


 


(c)          Committee
Action; Delegation. Actions of the Committee shall be taken by the vote of a majority of its members. To the extent permitted
by applicable law, any action may be taken by a written instrument signed by a majority of the Committee members, and action so
taken shall be fully as effective as if it had been taken by a vote at a meeting.  Notwithstanding
the foregoing or any other provision of the Plan, to the fullest extent permitted by Section 157 of the Delaware General Corporation
Law (or any successor provision thereto), the Committee may delegate to one or more officers of the Company the authority to designate
the individuals (other than such officer(s)), among those eligible to receive awards pursuant to the terms of the Plan, who will
receive rights or options under the Plan and the size of each such grant, provided that the Committee shall itself grant awards
to those individuals who could reasonably be considered to be subject to the insider trading provisions of section 16 of the 1934
Act.


 


(d)          Determinations
Final. The determination of the Committee on all matters relating to the Plan or any Grant Certificate shall be final, binding
and conclusive.


 


(e)          Limit
on Committee Members’ Liability. No member of the Committee shall be liable for any action or determination made in good
faith with respect to the Plan or any award thereunder.


 






     


     


    

 


1.3          Persons
Eligible for Awards


 


The persons eligible
to receive awards under the Plan are those officers, directors (whether or not they are employed by the Company), and executive,
managerial, professional or administrative employees of, and consultants to, the Company and its subsidiaries (collectively, “key
persons”) as the Committee in its sole discretion shall select, in each case to the extent permitted under Form S-8 under
the 1934 Act.


 


1.4          Types
of Awards Under Plan


 


Awards may be made
under the Plan in the form of (a) stock options, (b) stock appreciation rights, (c) restricted stock, (d) restricted stock units
and (e) unrestricted stock, all as more fully set forth in Article II. The term “award” means any of the foregoing.


 


1.5          Shares
Available for Awards


 


(a)          Aggregate
Number of Shares.  Subject to Section 1.5(d), awards under the plan may be granted with respect to an aggregate of
800,000 shares of common stock of the Company (“Common Stock”).  Shares issued pursuant to the Plan may be
authorized but unissued Common Stock, authorized and issued Common Stock held in the Company’s treasury or Common Stock acquired
by the Company for the purposes of the Plan.


 


(b)          Certificate
Legends. The Committee may direct that any stock certificate evidencing shares issued pursuant to the Plan shall bear a legend
setting forth such restrictions on transferability as may apply to such shares, and if such shares are in book entry form, that
they be subject to electronic coding or stop order reflecting the applicable restrictions.


 


(c)          Certain
Shares to Become Available Again. The following shares of Common Stock shall again become available for awards under the Plan:
any shares that are subject to an award under the Plan and that remain unissued upon the cancellation or termination of such award
for any reason whatsoever; any shares of restricted stock forfeited pursuant to Section 2.6(e), provided that any dividends paid
on such shares are also forfeited pursuant to such Section 2.6(e); and any shares in respect of which a stock appreciation right
or restricted stock unit award is settled for cash.


 


(d)          Adjustment
Upon Changes in Common Stock. Upon certain changes in Common Stock, the number of shares of Common Stock available for issuance
under the Plan pursuant to Section 1.5(a) shall be adjusted pursuant to Section 3.6(a).


 


1.6          Definitions
of Certain Terms


 


(a)          The
term “cause” in connection with a termination of employment or other service for cause shall mean:


 


(i)          with
respect to a member of the Board, cause shall consist of any acts or omissions that would constitute “cause” under
the by-laws of the Company, as they may be amended from time to time;


 


(ii)         with
respect to an employee or consultant, to the extent that there is an employment, severance or other agreement governing the relationship
between the grantee and the Company or a Company subsidiary, which agreement contains a definition of “cause,” cause
shall consist of those acts or omissions that would constitute “cause” under such agreement; and otherwise,


 


(iii)        any
one or more of the following:


 


(A)         any
failure by the grantee substantially to perform the grantee’s employment or other duties;


 


(B)         any
excessive unauthorized absenteeism by the grantee;


 




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(C)         any
refusal by the grantee to obey the lawful orders of the Board or any other person or committee to whom the grantee reports;


 


(D)         any
act or omission by the grantee that is or may be injurious to the Company, monetarily or otherwise;


 


(E)         any
act by the grantee that is inconsistent with the best interests of the Company;


 


(F)         the
grantee’s material violation of any of the Company’s policies, including, without limitation, those policies relating
to discrimination or sexual harassment;


 


(G)         the
grantee’s unauthorized (a) removal from the premises of the Company or an affiliate of any document (in any medium or form)
relating to the Company or an affiliate or the customers or clients of the Company or an affiliate or (b) disclosure to any person
or entity of any of the Company’s, or its affiliates’, confidential or proprietary information;


 


(H)         the
grantee’s commission of any felony, or any other crime involving moral turpitude; and


 


(I)         the
grantee’s commission of any act involving dishonesty or fraud.


 


Any rights the Company
may have hereunder in respect of the events giving rise to cause shall be in addition to the rights the Company may have under
any other agreement with a grantee or at law or in equity. Any determination of whether a grantee’s employment is (or is
deemed to have been) terminated for cause shall be made by the Committee in its sole discretion. If, subsequent to a grantee’s
voluntary termination of employment or involuntary termination of employment without cause, it is discovered that the grantee’s
employment could have been terminated for cause, the Committee may deem such grantee’s employment to have been terminated
for cause. A grantee’s termination of employment for cause shall be effective as of the date of the occurrence of the event
giving rise to cause, regardless of when the determination of cause is made.


 


(b)          The
term “Code” shall mean the Internal Revenue Code of 1986, as amended.


 


(c)          The
term “director” shall mean a member of the Board and a member of the board of directors of any subsidiary of the Company
and a member of the governing body of any subsidiary of the Company that is a partnership, limited liability company or other form
of entity.


 


(d)          The
term “employment” and “employed” shall be deemed to mean an employee’s employment with, or a consultant’s
provision of services to, the Company or any Company subsidiary and each director’s service as a director.


 


(e)          The
“Fair Market Value” of a share of Common Stock on any day shall be the closing price on any stock exchange on which
Common Stock is listed, as reported for such day in The Wall Street Journal or, if no such price is reported for such day,
the average of the high bid and low asked price of Common Stock as reported for such day. If no quotation is made for the applicable
day, the Fair Market Value of a share of Common Stock on such day shall be determined in the manner set forth in the preceding
sentence using quotations for the next preceding day for which there were quotations, provided that such quotations shall have
been made within the ten (10) business days preceding the applicable day. Notwithstanding the foregoing, if deemed necessary or
appropriate by the Committee, the Fair Market Value of a share of Common Stock on any day shall be determined by the Committee.
In no event shall the Fair Market Value of any share of Common Stock be less than its par value.


 


(f)          The
terms “termination of employment,” “terminated employment” and related terms or usages shall mean (i) the
grantee ceasing to be employed by, or to provide consulting services for, the Company or any Company subsidiary, or any corporation
(or any of its subsidiaries) which assumes the grantee’s award in a transaction to which section 424(a) of the Code applies;
(ii) the grantee ceasing to be a director; or (iii) in the case of a grantee who is, at the time of reference, both an employee
or consultant and a director, the later of the events set forth in subparagraphs (i) and (ii) above. For purposes of clauses (i)
and (ii) above, a grantee who continues his employment, consulting relationship or service as a director with a Company subsidiary
subsequent to its sale by the Company, shall have a termination of employment upon the date of such sale. The Committee may in
its sole discretion determine whether any leave of absence constitutes a termination of employment for purposes of the Plan and
the impact, if any, of any such leave of absence on awards theretofore made under the Plan. A person whose status changes from
consultant, employee, or director to any other of such positions without interruption shall not be considered to have had a termination
of employment by reason of such change.


 




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Article
II


Awards Under The Plan


 


2.1          Certificates
Evidencing Awards


 


Each award granted
under the Plan (except an award of unrestricted stock) shall be evidenced by a written certificate (“Grant Certificate”)
which shall contain such provisions as the Committee may in its sole discretion deem necessary or desirable. By accepting an award
pursuant to the Plan, a grantee thereby agrees that the award shall be subject to all of the terms and provisions of the Plan and
the applicable Grant Certificate.


 


2.2          Grant
of Stock Options and Stock Appreciation Rights


 


(a)          Stock
Option Grants. The Committee may grant stock options (“options”) to purchase shares of Common Stock from the Company,
to such key persons, in such amounts and subject to such vesting and forfeiture provisions and other terms and conditions, as the
Committee shall determine in its sole discretion, subject to the provisions of the Plan. Options granted under the Plan shall not
be incentive stock options within the meaning of Section 422 of the Code.


 


(b)          Stock
Appreciation Right Grants; Types of Stock Appreciation Rights. The Committee may grant stock appreciation rights to such key
persons, in such amounts and subject to such vesting and forfeiture provisions and other terms and conditions, as the Committee
shall determine in its sole discretion, subject to the provisions of the Plan. Stock appreciation rights may be granted in connection
with all or any part of, or independently of, any option granted under the Plan. A stock appreciation right granted in connection
with an option may be granted at or after the time of grant of such option.


 


(c)          Nature
of Stock Appreciation Rights. The grantee of a stock appreciation right shall have the right, subject to the terms of the Plan
and the applicable Grant Certificate, to receive from the Company an amount equal to (i) the excess of the Fair Market Value of
a share of Common Stock on the date of exercise of the stock appreciation right over an amount determined by the Committee at the
time of grant, which may not be less than the Fair Market Value of a share of Common Stock on the date of grant (or over the option
exercise price if the stock appreciation right is granted in connection with an option), multiplied by (ii) the number of shares
with respect to which the stock appreciation right is exercised. Payment upon exercise of a stock appreciation right shall be in
cash or in shares of Common Stock (valued at their Fair Market Value on the date of exercise) or both, as the Committee shall determine
in its sole discretion. Upon the exercise of a stock appreciation right granted in connection with an option, the number of shares
subject to the option shall be reduced by the number of shares with respect to which the stock appreciation right is exercised.
Upon the exercise of an option in connection with which a stock appreciation right has been granted, the number of shares subject
to the stock appreciation right shall be reduced by the number of shares with respect to which the option is exercised.


 


(d)          Option
Exercise Price. Each Grant Certificate with respect to an option shall set forth the amount (the “option exercise price”)
payable by the grantee to the Company upon exercise of the applicable option. The option exercise price shall be determined by
the Committee in its sole discretion; provided, however, that the option exercise price shall be at least 100% of the Fair Market
Value of a share of Common Stock on the date the option is granted, and provided, further, that the option exercise price per share
shall be not less than the par value of a share of Common Stock.


 




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(e)          Exercise
Period.


 


(i)          The
Committee shall determine the periods during which an option or stock appreciation right shall be exercisable, whether in whole
or in part. Such periods shall be determined by the Committee in its sole discretion; provided, however, that no stock option (or
a stock appreciation right granted in connection with a stock option) shall be exercisable more than 10 years after the date of
grant. The Committee may provide that a stock option or stock appreciation right will be automatically exercised on specific dates
or upon the occurrence of a specified event.


 


(ii)         Unless
the applicable Grant Certificate provides otherwise, the following terms shall apply:


 


(A)         An
option or stock appreciation right shall become exercisable with respect to a number of shares as close as possible to 25% of the
shares subject to such option or stock appreciation right on each of the first four anniversaries of the date of grant.  A
stock appreciation right granted in connection with an option may be exercised at any time when, and to the same extent that, the
related option may be exercised.


 


(B)         The
option or stock appreciation right may be exercised from time to time as to all or part of the shares as to which such award is
then exercisable.


 


(C)         The
option or stock appreciation right shall remain exercisable until the earlier of (i) the tenth anniversary of the date of grant
or (ii) the expiration, cancellation or termination of the award, as set forth in Section 2.4 or otherwise.


 


2.3          Exercise
of Options and Stock Appreciation Rights


 


Subject to the other
provisions of this Article II, each option or stock appreciation right granted under the Plan shall be exercisable as follows:


 


(a)          Notice
of Exercise. An option or stock appreciation right shall be exercised by the filing of a written notice with the Company or
the Company’s designated exchange agent (the “exchange agent”), on such form and in such manner as the Committee
shall in its sole discretion prescribe.


 


(b)          Payment
of Exercise Price. Any written notice of exercise of an option shall be accompanied by payment for the shares being purchased.
Such payment shall be made by one or more of the following methods: (i) certified or official bank check (or the equivalent thereof
acceptable to the Company or its exchange agent); (ii) with the consent of the Committee, delivery of shares of Common Stock having
a Fair Market Value (determined as of the exercise date) equal to all or part of the option exercise price; or (iii) at the sole
discretion of the Committee and to the extent permitted by law and consistent with the terms of the Plan, such other provision
as the Committee may from time to time prescribe.


 


(c)          Delivery
of Shares Upon Exercise. Promptly after receiving payment of the full option exercise price or after receiving notice of the
exercise of a stock appreciation right with respect to which payment will be made partly or entirely in shares, the Company or
its exchange agent shall, subject to the provisions of Section 3.2, deliver to the grantee or to such other person as may then
have the right to exercise the award, a certificate or certificates for the shares of Common Stock for which the award has been
exercised or shall establish an account evidencing ownership of such shares in uncertificated form. If the method of payment employed
upon option exercise so requires, and if applicable law permits, a grantee may direct the Company or its exchange agent, as the
case may be, to deliver the stock certificate(s) to the grantee’s stockbroker.


 


(d)          No
Shareholder Rights. No grantee of an option or stock appreciation right (or other person having the right to exercise such
award) shall have any of the rights of a shareholder of the Company with respect to shares subject to such award until the issuance
of a stock certificate to such person for such shares or the establishment of an account to record such stock ownership in uncertificated
form. Except as otherwise provided in Section 3.6, no adjustment shall be made for dividends, distributions or other rights (whether
ordinary or extraordinary, and whether in cash, securities or other property) for which the record date is prior to the date such
stock certificate is issued or such account is established.


 




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2.4          Termination
of Employment; Death Subsequent to a Termination of Employment


 


Except to the extent
otherwise provided by the Committee in a Grant Certificate or otherwise, the following rules shall apply to options and stock appreciation
rights in the event of the grantee’s termination of employment.


 


(a)          General
Rule.  Except to the extent otherwise provided in this Section 2.4, a grantee whose employment terminates may exercise
any outstanding option or stock appreciation right (i) only to the extent that the award was exercisable on (or became exercisable
in connection with) the effective date of the termination of employment and (ii) only during the three-month period following the
termination of employment, but in no event after the original expiration date of the award.  The option or stock appreciation
right, to the extent not exercisable on the effective date of the termination of employment or not exercised during the three-month
period following the termination of employment, shall terminate.


 


(b)          Termination
for Cause. If a grantee’s employment is terminated for cause, all options and stock appreciation rights not theretofore
exercised shall terminate as of the commencement of business on the effective date of the grantee’s termination of employment.


 


(c)          Disability.  A
grantee whose employment terminates by reason of a disability (as defined below), may exercise any outstanding option or stock
appreciation right (i) only to the extent that the award was exercisable on (or became exercisable in connection with) the effective
date of the termination of employment; and (ii) only during the period ending on the earlier of (A) the first anniversary of the
grantee’s termination of employment and (B) the original expiration date of the award.  The option or stock appreciation
right, to the extent not exercisable on the effective date of the termination of employment or not exercised during the one-year
period following the termination of employment, shall terminate. For this purpose “disability” shall mean any physical
or mental condition that would qualify a grantee for a disability benefit under the long-term disability plan maintained by the
Company or, if there is no such plan, a physical or mental condition that prevents the grantee from performing the essential functions
of the grantee’s position (with or without reasonable accommodation) for a period of six consecutive months. The existence
of a disability shall be determined by the Committee in its sole discretion.


 


(d)          Death.


 


(i)          Termination
of Employment as a Result of Grantee’s Death. If a grantee dies while employed, then any outstanding option or stock
appreciation right may be exercised (i) only to the extent that the award was exercisable on (or became exercisable in connection
with) the grantee’s death; and (ii) only during the period ending on the earlier of (A) the first anniversary of the grantee’s
death and (B) the original expiration date of the award. The option or stock appreciation right, to the extent not exercisable
on the date of death or not exercised during the one-year period following death, shall terminate.


 


(ii)         Death
Subsequent to a Termination of Employment. If a grantee dies subsequent to terminating employment but prior to the expiration
of a stock option or a stock appreciation right (as provided by paragraphs (a) or (c) above), the award shall remain exercisable
until the earlier to occur of (A) the first anniversary of the grantee’s death or (B) the original expiration date of the
award. The option or stock appreciation right, to the extent not exercised during the one-year period following death, shall terminate.


 


(iii)        Restrictions
on Exercise Following Death. Any such exercise of an award following a grantee’s death shall be made only by the grantee’s
executor or administrator or other duly appointed representative reasonably acceptable to the Committee, unless the grantee’s
will specifically disposes of such award, in which case such exercise shall be made only by the recipient of such specific disposition.
If a grantee’s personal representative or the recipient of a specific disposition under the grantee’s will shall be
entitled to exercise any award pursuant to the preceding sentence, such representative or recipient shall be bound by all the terms
and conditions of the Plan and the applicable Grant Certificate which would have applied to the grantee including, without limitation,
the provisions of Sections 3.2 hereof.


 




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2.5          Transferability
of Options and Stock Appreciation Rights


 


Except as otherwise
provided in an applicable Grant Certificate evidencing an option or stock appreciation right, during the lifetime of a grantee
each option or stock appreciation right granted to a grantee shall be exercisable only by the grantee and no option or stock appreciation
right shall be assignable or transferable otherwise than by will or by the laws of descent and distribution. The Committee, in
any applicable Grant Certificate evidencing an option or a stock appreciation right, may permit a grantee to transfer all or some
of the options or stock appreciation rights, as applicable, to (A) the grantee’s spouse, children or grandchildren (“Immediate
Family Members”), (B) a trust or trusts for the exclusive benefit of such Immediate Family Members, or (C) other parties
approved by the Committee in its sole discretion. Following any such transfer, any transferred options and stock appreciation rights
shall continue to be subject to the same terms and conditions as were applicable immediately prior to the transfer.


 


2.6          Grant
of Restricted Stock


 


(a)          Restricted
Stock Grants. The Committee may grant restricted shares of Common Stock to such key persons, in such amounts, and subject to
such vesting and forfeiture provisions and other terms and conditions as the Committee shall determine in its sole discretion,
subject to the provisions of the Plan. Restricted stock awards may be made independently of or in connection with any other award
under the Plan. A grantee of restricted stock shall have no rights with respect to such award unless such grantee accepts the award
within such period as the Committee shall specify by accepting delivery of a Grant Certificate in such form as the Committee shall
determine and, in the event the restricted shares are newly issued by the Company, makes payment to the Company or its exchange
agent as required by the Committee and in accordance with the Delaware General Corporation Law.


 


(b)          Issuance
of Shares. Promptly after a grantee accepts a restricted stock award, the Company or its exchange agent shall issue to the
grantee a stock certificate or certificates for the shares of Common Stock covered by the award or shall establish an account evidencing
ownership of the stock in uncertificated form. Upon the issuance of such stock certificate(s) or establishment of such account,
the grantee shall have the rights of a shareholder with respect to the restricted stock, subject to: (i) the further provisions
of this Section 2.6 and (ii) any other restrictions and conditions contained in the applicable Grant Certificate.


 


(c)          Custody
of Stock Certificate(s). Unless the Committee shall otherwise determine, any stock certificates issued evidencing shares of
restricted stock shall remain in the possession of the Company or another custodian designated by the Company until such shares
are free of any restrictions specified in the applicable Grant Certificate. The Committee may direct that such stock certificate(s)
bear a legend setting forth the applicable restrictions on transferability, and if such shares are in book entry form, that they
be subject to electronic coding or stop order reflecting the applicable restrictions.


 


(d)          Nontransferability/Vesting.
Shares of restricted stock may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of except as otherwise
specifically provided in this Plan or the applicable restricted stock agreement. The Committee at the time of grant shall specify
the date or dates (which may depend upon or be related to a period of continued employment with the Company, the achievement of
performance goals or other conditions or a combination of such conditions) on which the shares of restricted stock vest, at on
which date or dates the nontransferability of the restricted stock shall lapse.


 


(e)          Consequence
of Termination of Employment.  Except as may be otherwise provided by the Committee in a Grant Certificate or otherwise,
a grantee’s termination of employment for any reason shall cause the immediate forfeiture of all shares of restricted stock
that did not vest prior to, and do not vest on account of, such termination of employment.  All dividends paid on such
shares also shall be forfeited, whether by termination of any arrangement under which such dividends are held, by the grantee’s
repayment of dividends he received directly, or otherwise, unless the Board or the Committee determines otherwise.


 




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2.7         Grant
of Restricted Stock Units


 


(a)          Restricted
Stock Unit Grants. The Committee may grant restricted stock units to such key persons, in such amounts, and subject to such
terms and conditions as the Committee shall determine in its sole discretion, subject to the provisions of the Plan. Restricted
stock units may be awarded independently of or in connection with any other award under the Plan. A grantee of a restricted stock
unit shall have no rights with respect to such award unless such grantee accepts the award within such period as the Committee
shall specify by accepting delivery of a Grant Certificate in such form as the Committee shall determine. A grant of a restricted
stock unit entitles the grantee to receive a share of Common Stock or, in the sole discretion of the Committee, the value of a
share, on a date specified in the Grant Certificate.  If no date is specified, the grantee shall receive such share or
value on the date that the restricted stock unit vests.


 


(b)          Vesting/Nontransferability.  The
Committee shall specify at the time of grant the date or dates (which may depend upon or be related to a period of continued employment
with the Company, the achievement of performance goals or other conditions or a combination of such conditions) on which the restricted
stock units shall vest.  Restricted stock units may not be sold, assigned, transferred, pledged or otherwise encumbered
or disposed of except as otherwise specifically provided in the applicable Grant Certificate.


 


(c)          Consequence
of Termination of Employment. Except as may otherwise be provided by the Committee in a Grant Certificate or otherwise, a grantee’s
termination of employment for any reason shall cause the immediate forfeiture of all restricted stock units that did not vest prior
to, and do not vest on account of, such termination of employment.


 


(d)          Shareholder
Rights.  The grantee of a restricted stock unit will have the rights of a shareholder only as to shares for which,
pursuant to the award, a stock certificate has been issued or an account has been established evidencing ownership of the stock
in uncertificated form, and not with respect to any other shares subject to the award.


 


2.8          Grant
of Unrestricted Stock


 


The Committee may grant
(or sell at a purchase price at least equal to par value) shares of Common Stock free of restrictions under the Plan, to such key
persons and in such amounts and subject to such forfeiture provisions as the Committee shall determine in its sole discretion.
Shares may be thus granted or sold in respect of past services or other valid consideration.


 


2.9          Right
of Recapture


 


(a)          If
a grantee has been granted or become vested in an award pursuant to the achievement of performance goals under this Article II,
and the Committee subsequently determines that the earlier determination as to the achievement of the performance goals was based
on incorrect data and that in fact the performance goals had not been achieved or had been achieved to a lesser extent than originally
determined, then (i) any award or portion of an award granted based on such incorrect determination shall be forfeited or returned
to the Company, (ii) any option or stock appreciation right that was exercised shall be deemed not exercised and any shares issued
upon such exercise shall be returned to the Company and, in the case of an option, the Company shall return the exercise price
paid, (iii) any award or portion of an award that became vested based on such incorrect determination shall be deemed to be not
vested, and (iv) any amounts paid to the grantee based on such incorrect determination shall be paid by the grantee to the Company
upon notice from the Company.


 


(b)          All
awards under the Plan shall be subject to any clawback policies adopted by the Company.


 




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Article
III


Miscellaneous


 


3.1          Amendment
of the Plan; Modification of Awards


 


(a)          Amendment
of the Plan.


 


(i)          General.  Subject
to Section 3.1(a)(ii), the Board may from time to time suspend, discontinue, revise or amend the Plan in any respect whatsoever,
except that no such amendment shall materially impair any rights or materially increase any obligations under any award theretofore
made under the Plan without the consent of the grantee (or, upon the grantee’s death, the person having the right to exercise
the award). For purposes of this Section 3.1, any action of the Board that in any way alters or affects the tax treatment of any
award or that in the sole discretion of the Board is necessary to prevent the grantee from being subject to tax with respect to
an award under section 409A of the Code shall not be considered to materially impair any rights of any grantee.


 


(ii)         Shareholder
Approval Requirement.  Shareholder approval shall be required with respect to any amendment to the Plan to the extent
(i) required by applicable law or stock exchange rules or (ii) that the Board determines that shareholder approval is desirable
or necessary.


 


(b)          Modification
of Awards.  The Committee may cancel any award under the Plan.  Subject to the limitations in this Section
3.1(b), the Committee also may amend any outstanding award and the applicable Grant Certificate, including, without limitation,
by amendment which would: (i) accelerate the time or times at which the award becomes unrestricted or may be exercised; (ii) waive
or amend any goals, restrictions or conditions set forth in the Agreement; or (iii) waive or amend the operation of Section 2.4.
Any such cancellation or amendment (other than an amendment pursuant to Section 3.6) that materially impairs the rights or materially
increases the obligations of a grantee under an outstanding award shall be made only with the consent of the grantee (or, upon
the grantee’s death, the person having the right to exercise the award).


 


3.2          Consent
Requirement


 


(a)          No
Plan Action without Required Consent. If the Committee shall at any time determine that any Consent (as hereinafter defined)
is necessary or desirable as a condition of, or in connection with, the granting of any award under the Plan, the issuance or purchase
of shares or other rights thereunder, or the taking of any other action thereunder (each such action being hereinafter referred
to as a “Plan Action”), then such Plan Action shall not be taken, in whole or in part, unless and until such Consent
shall have been effected or obtained to the full satisfaction of the Committee.


 


(b)          Consent
Defined. The term “Consent” as used herein with respect to any Plan Action means (i) any and all listings, registrations
or qualifications in respect thereof upon any securities exchange or under any federal, state or local law, rule or regulation,
(ii) any and all written agreements and representations by the grantee with respect to the disposition of shares, or with respect
to any other matter, which the Committee shall deem necessary or desirable to comply with the terms of any such listing, registration
or qualification or to obtain an exemption from the requirement that any such listing, qualification or registration be made and
(iii) any and all consents, clearances and approvals in respect of a Plan Action by any governmental or other regulatory bodies.


 


3.3          Nonassignability


 


Except as otherwise
provided in the Plan, (a) no award or right granted to any person under the Plan or under any Grant Certificate shall be assignable
or transferable other than by will or by the laws of descent and distribution, in accordance with the terms of such awards and
to the extent not forfeited upon death; and (b) all rights granted under the Plan or any Grant Certificate shall be exercisable
during the life of the grantee only by the grantee or the grantee’s legal representative.


 




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3.4          Requirement
of Notification of Election Under Section 83(b) of the Code


 


If any grantee shall,
in connection with the acquisition of shares of Common Stock under the Plan, make the election permitted under section 83(b) of
the Code (i.e., an election to include in gross income in the year of transfer the amounts specified in section 83(b)), such grantee
shall notify the Company of such election within 10 days of filing notice of the election with the Internal Revenue Service, in
addition to any filing and notification required pursuant to regulations issued under the authority of Code section 83(b).


 


3.5          Withholding
Taxes


 


(a)          Cash
Payments. Whenever cash is to be paid pursuant to an award under the Plan, the Company shall be entitled to deduct therefrom
an amount sufficient in its opinion to satisfy all federal, state and other governmental tax withholding requirements related to
such payment.


 


(b)          Delivery
of Common Stock. Whenever shares of Common Stock are to be delivered pursuant to an award under the Plan, the Company shall
be entitled to require as a condition of delivery that the grantee remit to the Company an amount sufficient in the opinion of
the Company to satisfy all federal, state and other governmental tax withholding requirements related thereto. With the approval
of the Committee, which the Committee shall have sole discretion whether or not to give, the grantee may satisfy the foregoing
condition by surrendering restricted shares or electing to have the Company withhold from delivery shares, in each case having
a value equal to the amount of tax to be withheld. Such shares shall be valued at their Fair Market Value as of the date on which
the amount of tax to be withheld is determined. Fractional share amounts shall be settled in cash. Such a withholding election
may be made with respect to all or any portion of the shares to be delivered pursuant to an award.


 


3.6          Adjustment
Upon Changes in Common Stock


 


(a)          Corporate
Events.  In the event of any change in the number of shares of Common Stock outstanding by reason of any stock dividend
or split, reverse stock split, recapitalization, consolidation, combination or exchange of shares or similar corporate change (collectively
referred to as “corporate events”), the Committee shall make the following adjustments, subject to Sections 3.6(b)
and (c):


 


(i)          Shares
Available for Grants.  The maximum number of shares of Common Stock with respect to which the Committee may grant
awards under Article II hereof, as described in Section 1.5(a), shall be appropriately adjusted by the Committee.  In
the event of any change in the number of shares of Common Stock outstanding by reason of any event or transaction other than a
corporate event, the Committee may, but need not, adjust the maximum number of shares of Common Stock with respect to which the
Committee may grant awards under Article II hereof, as described in Section 1.5(a), with respect to the number and class of shares
of Common Stock, in each case as the Committee may deem appropriate.


 


(ii)         Restricted
Stock.  Unless the Committee in its sole discretion otherwise determines, any securities or other property (including
dividends paid in cash) received by a grantee with respect to a share of restricted stock as a result of a corporate event will
not vest until such share of restricted stock vests, and shall be promptly deposited with the Company or another custodian designated
by the Company.


 


(iii)        Restricted
Stock Units.  The Committee shall adjust outstanding grants of restricted stock units to reflect any corporate event
as the Committee may deem appropriate to prevent the enlargement or dilution of rights of grantees.


 


(iv)        Options
and Stock Appreciation Rights.  Subject to any required action by the shareholders of the Company, in the event of
any increase or decrease in the number of issued shares of Common Stock or a change in the class of shares of Common Stock resulting
from a corporate event or any other increase or decrease in the number of such shares effected without receipt of consideration
by the Company, the Committee shall proportionally adjust the number or class of shares of Common Stock subject to each outstanding
option and stock appreciation right and the exercise price-per-share of Common Stock of each such option and stock appreciation
right.


 




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(b)          Outstanding
Options, Stock Appreciation Rights and Restricted Stock Units – Certain Mergers.  Subject to any required action
by the shareholders of the Company, in the event that the Company shall be the surviving corporation in any merger or consolidation
(except a merger or consolidation as a result of which the holders of shares of Common Stock receive securities of another corporation),
each option, stock appreciation right and restricted stock unit outstanding on the date of such merger or consolidation shall pertain
to and apply to the securities which a holder of the number of shares of Common Stock subject to such option, stock appreciation
right or restricted stock unit would have received in such merger or consolidation.


 


(c)          Outstanding
Options, Stock Appreciation Rights and Restricted Stock Units – Certain Other Transactions.  In the event of
(i) a dissolution or liquidation of the Company, (ii) a sale of all or substantially all of the Company’s assets, (iii) a
merger or consolidation involving the Company in which the Company is not the surviving corporation or (iv) a merger or consolidation
involving the Company in which the Company is the surviving corporation but the holders of shares of Common Stock receive securities
of another corporation and/or other property, including cash, the Committee shall, in its sole discretion, have the power to:


 


(i)          cancel,
effective immediately prior to the occurrence of such event, each option, stock appreciation right and restricted stock unit outstanding
immediately prior to such event (whether or not then vested or exercisable), and, in full consideration of such cancellation, pay
to the grantee (A) to whom such option or stock appreciation right was granted an amount (whether in cash or, to the extent holders
of Common Stock receive securities in the applicable transaction and the Committee so elects, securities), for each share of Common
Stock subject to such option or stock appreciation right, respectively, equal to the excess of (x) the value, as determined by
the Committee in its sole discretion, of the property (including cash) received by the holder of a share of Common Stock as a result
of such event over (y) the exercise price of such option or stock appreciation right and (B) to whom such restricted stock unit
was granted, for each share of Common Stock subject to such award, the value, as determined by the Committee in its sole discretion,
of the property (including cash) received by the holder of a share of Common Stock as a result of such event; or


 


(ii)         (1)
provide that each option and stock appreciation right outstanding immediately prior to such event (whether or not otherwise vested
and exercisable) (a) may be exercised during a period of not less than 30 days prior to the occurrence of such event and (b) shall
expire upon the occurrence of such event, and (2) cancel, effective immediately prior to the occurrence of such event, each restricted
stock unit outstanding immediately prior to such event (whether or not then vested), and, in full consideration of such cancellation,
pay to the grantee to whom such restricted stock unit was granted, for each share of Common Stock subject to such award, the value,
as determined by the Administrator in its sole discretion, of the property (including cash) received by the holder of a share of
Common Stock as a result of such event; or


 


(iii)        provide,
in a manner consistent with Section 409A of the Code, for the exchange of each option, stock appreciation right and restricted
stock unit outstanding immediately prior to such event (whether or not then exercisable) for an option on, stock appreciation right
and restricted stock unit with respect to, as appropriate, some or all of the property which a holder of the number of shares of
Common Stock subject to such option, stock appreciation right or restricted stock unit would have received and, incident thereto,
make an equitable adjustment as determined by the Committee in its sole discretion in the exercise price of the option or stock
appreciation right, or the number of shares or amount of property subject to the option, stock appreciation right or restricted
stock unit or, if the Committee so determines in its sole discretion, provide for a cash payment to the grantee to whom such option,
stock appreciation right or restricted stock unit was granted in partial consideration for the exchange of the option, stock appreciation
right or restricted stock unit.


 




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(d)          Outstanding
Options, Stock Appreciation Rights and Restricted Stock Units – Other Changes.  In the event of any change
in the capitalization of the Company or a corporate change other than those specifically referred to in Sections 3.7(a), (b) or
(c) hereof, the Committee may, in its sole discretion and in a manner consistent with Section 409A of the Code, make such adjustments
in the number and class of shares or other property subject to options, stock appreciation rights and restricted stock units outstanding
on the date on which such change occurs and in the per-share exercise price of each such option and stock appreciation right as
the Committee may consider appropriate to prevent dilution or enlargement of rights.  In addition, if and to the extent
the Committee, in its sole discretion, determines it is appropriate, the Committee may elect to cancel each or any option, stock
appreciation right and restricted stock unit outstanding immediately prior to such event (whether or not then exercisable), and,
in full consideration of such cancellation, pay to the grantee to whom such award was granted an amount in cash, (A) for each share
of Common Stock subject to such option or stock appreciation right, respectively, equal to the excess of (i) the Fair Market Value
of Common Stock on the date of such cancellation over (ii) the exercise price of such option or stock appreciation right (B) for
each share of Common Stock subject to such restricted stock unit equal to the Fair Market Value of Common Stock on the date of
such cancellation.


 


(e)          No
Other Rights. Except as expressly provided in the Plan, no grantee shall have any rights by reason of any subdivision or consolidation
of shares of stock of any class, the payment of any dividend, any increase or decrease in the number of shares of stock of any
class or any dissolution, liquidation, merger or consolidation of the Company or any other corporation. Except as expressly provided
in the Plan, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any
class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number of shares of Common Stock subject
to an award or the exercise price of any option or stock appreciation right.


 


3.7          Limitations
Imposed with respect to Section 162(m)


 


Notwithstanding any other provision hereunder,
if and to the extent that the Committee determines the Company’s federal tax deduction in respect of an award may be limited
as a result of section 162(m) of the Code, the Committee may take the following actions:


 


(i)          With
respect to options or stock appreciation rights, the Committee may delay the exercise or payment, as the case may be, in respect
of such options or stock appreciation rights until a date that is within 30 days after the date that compensation paid to the grantee
no longer is subject to the deduction limitation under section 162(m) of the Code. In the event that a grantee exercises an option
or stock appreciation right at a time when the grantee is a covered employee within the meaning of Section 162(m)(3), and the Committee
determines to delay the exercise or payment, as the case may be, in respect of any such award, the Committee shall credit cash
or, in the case of an amount payable in Common Stock, the Fair Market Value of the Common Stock, payable to the grantee to a book
account. The grantee shall have no rights in respect of such book account and the amount credited thereto shall not be transferable
by the grantee other than by will or laws of descent and distribution. The Committee may credit additional amounts to such book
account as it may determine in its sole discretion. Any book account created hereunder shall represent only an unfunded, unsecured
promise by the Company to pay the amount credited thereto to the grantee in the future.


 


(ii)         With
respect to restricted stock, unrestricted stock or restricted stock units, the Committee may require the grantee to surrender to
the Committee any shares of restricted stock and unrestricted stock (whether by surrender of the applicable stock certificates
or cancellation of any account evidencing such stock ownership) and any restricted stock units, by surrendering the applicable
Grant Certificates, in order to cancel the awards of such restricted stock, unrestricted stock and restricted stock units. In exchange
for such cancellation, the Committee shall credit to a book account a cash amount equal to the Fair Market Value of the shares
of Common Stock subject to such awards. The amount credited to the book account shall be paid to the grantee within 30 days after
the date that compensation paid to the grantee no longer is subject to the deduction limitation under section 162(m) of the Code.
The grantee shall have no rights in respect of such book account and the amount credited thereto shall not be transferable by the
grantee other than by will or laws of descent and distribution. The Committee may credit additional amounts to such book account
as it may determine in its sole discretion. Any book account created hereunder shall represent only an unfunded, unsecured promise
by the Company to pay the amount credited thereto to the grantee in the future.


 


3.8          Right
of Discharge Reserved


 


Nothing in the Plan
or in any Grant Certificate shall confer upon any grantee the right to continue his employment or affect any right which the Company
may have to terminate such employment or change the terms of such employment.


 




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3.9          Nature
of Payments


 


(a)          Consideration
for Services Performed. Any and all grants of awards and issuances of shares of Common Stock under the Plan shall be in consideration
of services performed for the Company by the grantee.


 


(b)          Not
Taken into Account for Benefits. All such grants and issuances shall constitute a special incentive payment to the grantee
and shall not be taken into account in computing the amount of salary or compensation of the grantee for the purpose of determining
any benefits under any pension, retirement, profit-sharing, bonus, life insurance or other benefit plan of the Company or under
any agreement between the Company and the grantee, unless such plan or agreement specifically otherwise provides.


 


3.10        Deferred
Compensation


 


The Plan is intended
to be exempt form, and to the extent not exempt, to comply with, the requirements of Section 409A of the Code so as not to be subject
to tax under Section 409A, and shall be interpreted accordingly.  Notwithstanding anything else herein to the contrary,
any payment scheduled to be made to a grantee after the grantee’s termination of employment shall not be made until the date
six months after the date of the termination of employment, to the extent necessary to comply with Code Section 409A(a)(B)(i) and
applicable Treasury Regulations.  Following any such six-month delay, all such delayed payments will be paid in a single
lump sum on the date six months after such termination of employment.


 


3.11        Non-Uniform
Determinations


 


The Committee’s
determinations under the Plan need not be uniform and may be made by it selectively among persons who receive, or who are eligible
to receive, awards under the Plan (whether or not such persons are similarly situated). Without limiting the generality of the
foregoing, the Committee shall be entitled, among other things, to make non-uniform and selective determinations, and to enter
into non-uniform and selective Grant Certificates, as to (a) the persons to receive awards under the Plan, (b) the terms and provisions
of awards under the Plan, and (c) the treatment of leaves of absence pursuant to Section 1.6(f).


 


3.12        Other
Payments or Awards


 


Nothing contained in
the Plan shall be deemed in any way to limit or restrict the Company from making any award or payment to any person under any other
plan, arrangement or understanding, whether now existing or hereafter in effect.


 


3.13        Headings


 


Any section, subsection,
paragraph or other subdivision headings contained herein are for the purpose of convenience only and are not intended to expand,
limit or otherwise define the contents of such subdivisions.


 


3.14        Effective
Date and Term of Plan


 


(a)          Adoption.
The Plan was adopted by the Board on September 9, 2015.


 


(b)          Termination
of Plan. Unless sooner terminated by the Board, the Plan shall terminate on September 9, 2025, the tenth anniversary of the
adoption of the Plan by the Board.  No awards shall be made under the Plan after such date. All such awards made under
the Plan prior to its termination shall remain in effect until such awards have been satisfied or terminated in accordance with
the terms and provisions of the Plan and the applicable Grant Certificates.


 


3.15        Restriction
on Issuance of Stock Pursuant to Awards


 


The Company shall not
permit any shares of Common Stock to be issued pursuant to awards granted under the Plan unless such shares of Common Stock are
fully paid and non-assessable under applicable law.


 




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3.16        Governing
Law


 


Except to the extent
preempted by any applicable federal law, the Plan will be construed and administered in accordance with the laws of the State of
Delaware, without giving effect to principles of conflict of laws.


 




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