Blueprint





 





 


MONOPAR
THERAPEUTICS INC. 2016 STOCK INCENTIVE PLAN

 


 

 


1.
Purpose of the
Plan.

 


 


The
purpose of this Plan is to enhance shareholder value by linking the
compensation of officers, directors, key employees and consultants
of the Company to increases in the price of Monopar Therapeutics
Inc. common stock and the achievement of other performance
objectives, and to encourage ownership in the Company by key
personnel and consultants whose long-term employment and retention
is considered essential to the Company’s continued progress
and success. The Plan is also intended to assist the Company in the
recruitment of new employees and consultants and to motivate,
retain and encourage such employees, directors and consultants to
act in the shareholders’ interest and share in the
Company’s success.

 


 

 


2.
Definitions.

 


 


As used
herein, the following definitions shall apply:

 


 

(a) “Administrator” means the
Board, any Committee or such delegates as shall be administering
the Plan in accordance with Section 4 of the Plan.

 


 

(b) “Affiliate” means any
Subsidiary or other entity that is directly or indirectly
controlled by the Company or any entity in which the Company has a
significant ownership interest as determined by the Administrator.
The Administrator shall, in its sole discretion, determine which
entities are classified as Affiliates and designated as eligible to
participate in this Plan.


 

(c) “Applicable Law” means the
requirements relating to the administration of stock option plans
under U.S. federal and state laws, any stock exchange or quotation
system on which the Company has listed or submitted for quotation
the Common Shares to the extent provided under the terms of the
Company’s agreement with such exchange or quotation system
and, with respect to Awards subject to the laws of any foreign
jurisdiction where Awards are, or will be, granted under the Plan,
the laws of such jurisdiction.

 


 

(d) “Award” means a Stock Award,
Option, Stock Appreciation Right, or Other Stock-Based Award
granted in accordance with the terms of the Plan, or any other
property (including cash) granted pursuant to the provisions of the
Plan.

 


 

(e) “Awardee” means an Employee,
Director or Consultant who has been granted an Award under the
Plan.


 

(f) “Award Agreement” means a
Stock Award Agreement, Option Agreement, Stock Appreciation Right
Agreement, or Other Stock-Based Award Agreement, which may be in
written or electronic format, in such form and with such terms as
may be specified by the Administrator, evidencing the terms and
conditions of an individual Award. Each Award Agreement is subject
to the terms and conditions of the Plan. The effectiveness of an
Award shall not be subject to the Award Agreement’s being
signed by


 


 




 








 





 


the
Company and/or the Participant receiving the Award unless
specifically so provided in the Award Agreement.


 




(g)

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





 


 

(h) “Change of Control” shall
mean, except as otherwise provided in an Award Agreement, one of
the following shall have taken place after the date of this
Plan:

 


 

(i) any
“person” (as such term is used in Sections 13(d) or
14(d) of the Exchange Act) (other than the Company, any majority
controlled subsidiary of the Company, or the fiduciaries of any
Company benefit plans) becomes the beneficial owner (as defined in
Rules 13d-3 and 13d-5 under the Exchange Act), directly or
indirectly, of 30% or more of the total voting power of the voting
securities of the Company then outstanding and entitled to vote
generally in the election of directors of the Company; provided,
however, that no Change of Control shall occur upon the acquisition
of securities directly from the Company;

 


 

 

(ii) individuals
who, as of the beginning of any 24 month period, constitute the
Board (as of the date hereof, the “Incumbent Board”) cease for any
reason during such 24 month period to constitute at least a
majority of the Board, provided that any individual becoming a
Director subsequent to the date hereof whose election, or
nomination for election by the Company’s shareholders, was
approved by a vote of at least a majority of the Directors then
comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding for
this purpose any such individual whose initial assumption of office
is in connection with an actual or threatened election contest
relating to the election of the Directors of the Company;
or

 


 

(iii) consummation
of (A) a merger, consolidation or reorganization of the Company, in
each case, with respect to which all or substantially all of the
individuals and entities who were the respective beneficial owners
of the voting securities of the Company immediately prior to such
merger, consolidation or reorganization do not, following such
merger, consolidation or reorganization, beneficially own, directly
or indirectly, at least 65% of the combined voting power of the
then outstanding voting securities entitled to vote generally in
the election of directors of the entity or entities resulting from
such merger, consolidation or reorganization, (B) a complete
liquidation or dissolution of the Company, or (C) a sale or other
disposition of all or substantially all of the assets of the
Company, unless at least 65% of the combined voting power of the
then outstanding voting securities entitled to vote generally in
the election of directors of the entity or entities that acquire
such assets are beneficially owned by individuals or entities who
or that were beneficial owners of the voting securities of the
Company immediately before such sale or other
disposition.


 


Notwithstanding the
foregoing, if any payment or distribution event applicable to an
Award is subject to the requirements of Section 409A(a)(2)(A) of
the Code, the determination of the occurrence of a Change of
Control shall be governed by applicable


 


 




 








 





 


provisions of
Section 409A(a)(2)(A) of the Code and regulations and rulings
issued thereunder for purposes of determining whether such payment
or distribution may then occur.

 


 

 

(i) “Code” means the United
States Internal Revenue Code of 1986, as amended, and any successor
thereto, the Treasury Regulations thereunder and other relevant
interpretive guidance issued by the Internal Revenue Service or the
Treasury Department. Reference to any specific section of the Code
shall be deemed to include such regulations and guidance, as well
as any successor provision of the Code.

 


 

(j) “Committee” means a
committee of Directors appointed by the Board in accordance with
Section 4 of the Plan or, in the absence of any such special
appointment, the Compensation Committee of the Board.

 


 

(k) “Common Shares” means the
common shares, $0.001 par value, of the Company, or any security of
the Company issued in substitution, exchange or lieu
thereof.

 


 

(l) “Company” means Monopar
Therapeutics Inc., a Delaware corporation, or, except as utilized
in the definition of Change of Control, its successor.

 


 

(m) “Consultant” means an
individual providing services to the Company or any of its
Affiliates as an independent contractor, and includes prospective
consultants who have accepted offers of consultancy for the Company
or any of its Affiliates, so long as such person (i) renders bona
fide services that are not in connection with the offer and sale of
the Company’s securities in a capital-raising transaction,
(ii) does not directly or indirectly promote or maintain a market
for the Company’s securities, and (iii) otherwise qualifies
as a consultant under the applicable rules of the SEC for
registration of shares of stock on a Form S-8 registration
statement

 


 




(n)

“Conversion Award” has the meaning
set forth in Section 4(b)(xii) of the Plan.





 


 

(o) “Director” means a member of
the Board. Any Director who does not serve as an employee of the
Company is referred to herein as a “Non-employee
Director.”


 

(p) “Disability” means (i)
“Disability” as defined in any employment, consulting
or similar agreement to which the Participant is a party, or (ii)
if there is no such agreement or it does not define
“Disability,” (A) permanent and total disability as
determined under the Company’s long-term disability plan
applicable to the Participant, or (B) if there is no such plan
applicable to the Participant or the Committee determines otherwise
in an applicable Award Agreement, “Disability” shall
mean the Participant’s continuous illness, injury or
incapacity for a period of six consecutive months, as determined by
the Administrator in its discretion. Notwithstanding the above,
with respect to an Incentive Stock Option, Disability shall mean
permanent and total disability as defined in Section 22(e)(3) of
the Code and, with respect to any Award that constitutes
“nonqualified deferred compensation” within the meaning
of Section 409A of the Code, the foregoing definition shall apply
for purposes of vesting of such Award, provided that such Award
shall not be settled until the earliest of: (x) the
Participant’s “disability” within the meaning of
Section 409A of the Code, (y) the Participant’s
“separation from service”


 


 




 








 





 


within
the meaning of Section 409A of the Code and (z) the date such Award
would otherwise be settled pursuant to the terms of the Award
Agreement.


 

(q) “Disaffiliation” means a
Subsidiary’s or Affiliate’s ceasing to be a Subsidiary
or Affiliate for any reason (including, without limitation, as a
result of a public offering, or a spin-off or sale by the Company,
of the stock of the Subsidiary or Affiliate) or a sale of a
division of the Company and its Affiliates.


 

(r) “Employee” means a regular,
active employee of the Company or any Affiliate, including an
Officer or Director who is also a regular, active employee of the
Company or any Affiliate. The Administrator shall determine whether
the Chairman of the Board qualifies as an “Employee.”
For any and all purposes under the Plan, the term
“Employee” shall not include a person hired as an
independent contractor, leased employee, consultant or a person
otherwise designated by the Administrator, the Company or an
Affiliate at the time of hire as not eligible to participate in or
receive benefits under the Plan or not on the payroll, even if such
ineligible person is subsequently determined to be a common law
employee of the Company or an Affiliate or otherwise an employee by
any governmental or judicial authority. Unless otherwise determined
by the Administrator in its sole discretion, for purposes of the
Plan, an Employee shall be considered to have terminated employment
and to have ceased to be an Employee if his or her employer ceases
to be an Affiliate, even if he or she continues to be employed by
such employer.

 


 

(s) “Exchange Act” means the
United States Securities Exchange Act of 1934, as amended, and any
successor thereto.


 

(t) “Fair Market Value” means a
valuation performed by a qualified independent appraiser within the
previous twelve months, taking into consideration all available
information.

 


 

 

(u) “Grant Date” means, with
respect to each Award, the date upon which the Award is granted to
an Awardee pursuant to this Plan, which may be a designated future
date as of which such Award will be effective, as determined by the
Committee.

 


 

(v) “Incentive Stock Option”
means an Option that is identified in the Option Agreement as
intended to qualify as an incentive stock option within the meaning
of Section 422 of the Code and the regulations promulgated
thereunder, and that actually does so qualify.

 


 

(w) “Nonqualified Stock Option”
means an Option that is not an Incentive Stock Option.

 


 

(x) “Officer” means a person who
is an officer of the Company within the meaning of Section 16 of
the Exchange Act and the rules and regulations promulgated
thereunder.


 

 

(y) “Option” means a right
granted under Section 8 of the Plan to purchase a number of Shares
at such exercise price, at such times, and on such other terms and
conditions as are specified in the agreement or other documents
evidencing the Award (the “Option


 


 




 








 





 

Agreement”). 
Both Incentive Stock Options and Nonqualified Stock Options may be
granted under the Plan.


 

(z) “Other Stock-Based Award”
means an Award granted pursuant to Section 12 of the Plan on such
terms and conditions as are specified in the agreement or other
documents evidencing the Award (the “Other Stock-Based     Award
Agreement”).

 


 


(aa)
“Participant”
means the Awardee or any person (including any estate) to whom an
Award has been assigned or transferred as permitted
hereunder.

 


 


(bb)
“Plan” means
this 2016 Stock Incentive Plan, as set forth herein and as
hereafter amended from time to time.

 


 


(cc)
“Qualifying Performance
Criteria” shall have the meaning set forth in Section
13(b) of the Plan.

 


 


(dd)
“Retirement”
means, unless the Administrator determines otherwise, Termination
of Employment, voluntary or involuntary, by a Participant from the
Company and its Affiliates, other than a Termination for Cause,
after attaining age fifty-five (55) and having at least five (5)
years of service with the Company and its Affiliates, excluding
service with an Affiliate of the Company prior to the time that
such Affiliate became an Affiliate of the Company. For Plan
purposes, a “voluntary” Termination of Employment is a
Termination of Employment where the Participant does not qualify
for severance benefits, whether under a severance agreement or the
Company’s or any of its Affiliate’s severance policy,
plan or other arrangement.

 

 


   (ee) “Securities Act” means the
United States Securities Act of 1933, as amended. (ff) “Share” means a Common
Share, as adjusted in accordance with Section 15 of


the
Plan.

 

 


(gg)
“Stock Appreciation
Right” means a right granted under Section 10 of the
Plan on such terms and conditions as are specified in the agreement
or other documents evidencing the Award (the “Stock Appreciation Right
Agreement”).

 


 


(hh)
“Stock Award”
means an award or issuance of Shares or Stock Units made under
Section 11 of the Plan, the grant, issuance, retention, vesting
and/or transferability of which is subject during specified periods
of time to such conditions (including, without limitation,
continued employment or performance conditions) and terms as are
expressed in the agreement or other documents evidencing the Award
(the “Stock Award
Agreement”).


 

 


(ii)
“Stock Unit”
means a bookkeeping entry representing an amount equivalent to the
Fair Market Value of one Share, payable in cash, property or
Shares. Stock Units represent an unfunded and unsecured obligation
of the Company, except as otherwise provided for by the
Administrator.


 


 




 








 





 


(jj)
“Subsidiary”
means any company (other than the Company) in an unbroken chain of
companies beginning with the Company, provided each company in the
unbroken chain (other than the Company) owns, at the time of
determination, stock possessing 50% or more of the total combined
voting power of all classes of stock in one of the other companies
in such chain.

 


 

 


(kk)
“Termination for
Cause” means, unless otherwise provided in an Award
Agreement, Termination of Employment on account of any act of fraud
or intentional misrepresentation or embezzlement, misappropriation
or conversion of assets of the Company or any Affiliate, or the
intentional and repeated violation of the written policies or
procedures of the Company, provided that, for an Employee who is
party to an individual severance or employment agreement defining
Cause, “Cause” shall have the meaning set forth in such
agreement except as may be otherwise provided in such agreement.
For purposes of this Plan, a Participant’s Termination of
Employment shall be deemed to be a Termination for Cause if, after
the Participant’s employment has terminated, facts and
circumstances are discovered that would have justified, in the
opinion of the Committee, a Termination for Cause.

 


 


(ll)
“Termination of
Employment” means for purposes of this Plan, unless
otherwise determined by the Administrator, ceasing to be an
Employee (as determined in accordance with Section 3401(c) of the
Code and the regulations promulgated thereunder) of the Company or
one of its Subsidiaries or Affiliates. Unless otherwise determined
by the Committee in the terms of an Award Agreement or otherwise,
if a Participant’s employment with the Company and its
Affiliates terminates but such Participant continues to provide
services to the Company and its Affiliates in a Non-employee
Director capacity, such change in status shall be deemed a
Termination of Employment. A Participant employed by, or performing
services for, a Subsidiary or an Affiliate or a division of the
Company and its Affiliates shall be deemed to incur a Termination
of Employment if, as a result of a Disaffiliation, such Subsidiary,
Affiliate, or division ceases to be a Subsidiary, Affiliate or
division, as the case may be, and the Participant does not
immediately thereafter become an Employee of (or service provider
for), or member of the board of directors of, the Company or
another Subsidiary or Affiliate. Temporary absences from employment
because of illness, vacation or leave of absence and transfers
among the Company and its Subsidiaries and Affiliates shall not be
considered Terminations of Employment. In addition, Termination of
Employment shall mean a “separation from service” as
defined in regulations issued under Code Section 409A whenever
necessary to ensure compliance therewith for any payment or
settlement of a benefit conferred under this Plan that is subject
to such Code section, and, for such purposes, shall be determined
based upon a reduction in the bona fide level of services performed
to a level equal to twenty percent (20%) or less of the average
level of services performed by the Employee during the immediately
preceding 36-month period. For the purposes of this Plan,
Termination of Employment shall also mean the termination of a
Consultant’s services to the Company and the termination of a
Director’s position as a member of the Board of Directors of
the Company.


 


 




 








 





 


3.
Stock Subject to the Plan.

 


 

 

(a) Aggregate Limit. Subject to the
provisions of Section 15(a) of the Plan, the maximum aggregate
number of Shares which may be subject to Awards granted under the
Plan is 10,000 Shares, less one Share for every one Share that was
subject to an option or stock appreciation right granted under any
prior plan, and one share for every one Share that was subject to
an award other than an option or stock appreciation right granted
under any prior plan. Any Shares that are subject to Options or
Stock Appreciation Rights shall be counted against this limit as
one Share for every one Share granted, and any Shares that are
subject to Awards other than Options or Stock Appreciation Rights
shall be counted against this limit as one Share for every one
Share granted. After the Effective Date of the Plan (as provided in
Section 6), no awards may be granted under any prior plan. Shares
subject to or delivered under Conversion Awards shall not reduce
the aggregate number of Shares which may be subject to or delivered
under Awards granted under this Plan. The Shares issued under the
Plan may be either Shares reacquired by the Company, including
Shares purchased in the open market, or authorized but unissued
Shares.

 


 


Notwithstanding any
other provision of this Plan, the Company has no prior
plans.


 

(b) Code Section 162(m) and 422 Limits; Other
Share Limitations. Subject to the provisions of Section
15(a) of the Plan, no Employee may be granted under this Plan (i)
Options or Stock Appreciation Rights during any calendar year with
respect to more than 1,000 Shares, and (ii) Stock Awards and Other
Stock-Based Awards that are intended to comply with the
performance-based exception under Code Section 162(m) and are
denominated in Shares under which more than 1,000 Shares may be
earned for each calendar year (or other 12 month period) in the
vesting or performance period. During any calendar year, no
Participant may be granted an Award that is intended to comply with
the performance-based exception under Code Section 162(m) and is
denominated in cash under which more than one million dollars
($1,000,000.00) may be earned for each calendar year (or other 12
month period) in the performance period. The foregoing limitations
in this section shall be multiplied by two with respect to Awards
granted to a Participant during the first calendar year in which
the Participant commences employment with the Company and its
Affiliates. Subject to the provisions of Section 15(a) of the Plan,
the aggregate number of Shares that may be subject to all Incentive
Stock Options granted under the Plan shall not exceed 10,000
Shares. Notwithstanding anything to the contrary in the Plan, the
limitations set forth in this Section 3(b) shall be subject to
adjustment under Section 15(a) of the Plan only to the extent that
such adjustment will not affect the status of any Award intended to
qualify as “performance-based compensation” under
Section 162(m) of the Code.


 

(c) Limit on Awards to Directors.
Notwithstanding any other provision of the Plan to the contrary,
the aggregate Grant Date Fair Market Value (computed as of the date
of grant in accordance with applicable financial accounting rules)
of all Awards granted to any Non-employee Director during any
single calendar year (excluding Awards made at the election of the
Non-employee Director in lieu of all or a portion of annual and
committee cash retainers) shall not exceed one million dollars
($1,000,000.00).


 


 




 








 





 




(d)

Share Counting Rules.





 


 

 

(i) For purposes of
this Section 3 of the Plan, Shares subject to Awards that have been
canceled, expired, settled in cash, or forfeited for any reason (in
whole or in part) shall not reduce the aggregate number of Shares
which may be subject to Awards granted under this Plan and shall be
available for future Awards granted under this Plan in accordance
with Section 3(d)(iii). In addition, if any Shares subject to an
award under any prior plan are canceled, expired, settled in cash,
or forfeited for any reason (in whole or in part) after December
31, 2015, then such Shares subject to an award under any prior plan
shall, to the extent of such cancellation, expiration, settlement
in cash, or forfeiture, again be available for grant under this
Plan in accordance with Section 3(d)(iii). Notwithstanding the
foregoing, Shares added back under the provisions of this
subsection (d) shall not be counted when determining the limit on
Shares that may be granted as Incentive Stock Options under
subsection (b), above.

 


 

(ii) Notwithstanding
anything to the contrary contained herein, the following Shares
shall not be added to the Shares authorized for grant under
paragraph (i) of this Section: (a) Shares tendered by the
Participant or withheld by the Company in payment of the purchase
price of an Option or, after December 31, 2015, an option under any
prior plan, (b) Shares tendered by the Participant or withheld by
the Company to satisfy any tax withholding obligation with respect
to Options or Stock Appreciation Rights or, after December 31,
2015, options or stock appreciation rights under any prior plan,
(c) Shares subject to a Stock Appreciation Right or, after December
31, 2015, a stock appreciation right under any prior plan, that are
not issued in connection with its stock settlement on exercise
thereof, and (d) Shares reacquired by the Company on the open
market or otherwise using cash proceeds from the exercise of
Options or, after December 31, 2015, options under any prior plan.
Shares subject to Awards that have been retained by the Company in
payment or satisfaction of the tax withholding obligation of an
Awardee, other than for an Option or Stock Appreciation Right as
described above, and Shares that have been delivered (either
actually or constructively by attestation) to the Company in
payment or satisfaction of the tax withholding obligation of an
Awardee, other than for an Option or Stock Appreciation Right as
described above, shall again be available for grant under the Plan.
Similarly, if any Shares subject to an award under any prior plan
are, after December 31, 2015, either retained by the Company in
payment or satisfaction of the tax withholding obligation of an
awardee, other than for an option or a stock appreciation right as
described above, or if Shares are delivered (either actually or
constructively by attestation) to the Company in payment or
satisfaction of the tax withholding obligation of an awardee under
a prior plan, other than for an option or stock appreciation right,
as described above, then such Shares subject to an award under any
prior plan shall, to the extent of such tendering or withholding,
again be available for grant under this Plan.

 


 

(iii) Any
Shares that again become available for grant pursuant to this
Section shall be added back as (i) one Share for every one Share
subject to Options or Stock Appreciation Rights granted under the
Plan or options or stock appreciation rights


 


 




 








 





 


granted
under any prior plan, and (ii) as one Share for every one Share
subject to Awards other than Options or Stock Appreciation Rights
granted under the Plan or awards other than options or stock
appreciation rights granted under any prior plan.

 


 

 

(iv) Conversion
Awards shall not reduce the Shares authorized for grant under the
Plan or the limitations on Awards to a Participant under subsection
(b), above, nor shall Shares subject to a Conversion Award again be
available for an Award under the Plan as provided in this
subsection (d).

 


 


4.
Administration of
the Plan.


 

(a) Procedure.

 


 

(i) Multiple Administrative Bodies. The
Plan shall be administered by the Board, a Committee designated by
the Board to so administer this Plan and/or their respective
delegates.


 

(ii) Section
162(m). To the extent that the Administrator determines it
to be desirable to qualify Awards granted hereunder as
“performance-based compensation” within the meaning of
Code Section 162(m), Awards to “covered employees”
(within the meaning of Code Section 162(m)) or to Employees that
the Committee determines may be “covered employees” in
the future shall be made by a Committee of two or more
“outside directors” within the meaning of Section
162(m) of the Code. References herein to the Administrator in
connection with Awards intended to qualify as
“performance-based compensation” shall mean a Committee
meeting the “outside director” requirements of Code
Section 162(m). Notwithstanding any other provision of the Plan,
the Administrator shall not have any discretion or authority to
make changes to any Award that is intended to qualify as
“performance-based compensation” to the extent that the
existence of such discretion or authority would cause such Award
not to so qualify.

 


 

(iii) Rule
16b-3. To the extent desirable to qualify transactions
hereunder as exempt under Rule 16b-3 promulgated under the Exchange
Act (“Rule
16b-3”), Awards to Officers and Directors shall be
made by the entire Board or a Committee of two or more
“non-employee directors” within the meaning of Rule
16b-3.

 


 




(iv)

Other Administration. To the extent
required by the rules of the principal





 


U.S.
national securities exchange on which the Shares are traded, the
members of the Committee shall also qualify as “independent
directors” as set forth in such rules. Except to the extent
prohibited by Applicable Law, the Board or a Committee may delegate
to a Committee of one or more Directors or to authorized officers
of the Company the power to approve Awards to persons eligible to
receive Awards under the Plan who are not (A) subject to Section 16
of the Exchange Act or (B) at the time of such approval,
“covered employees” under Section 162(m) of the
Code.

 


 

(v) Awards to Directors. The Board shall
have the power and authority to grant Awards to Non-employee
Directors, including the authority to determine the number and type
of awards to be granted; determine the terms and conditions,
not


 


 




 








 





 


inconsistent with
the terms of this Plan, of any award; and to take any other actions
the Board considers appropriate in connection with the
administration of the Plan.


 

(vi) Delegation
of Authority for the Day-to-Day Administration of the Plan.
Except to the extent prohibited by Applicable Law, the
Administrator may delegate to one or more individuals the
day-to-day administration of the Plan and any of the functions
assigned to it in this Plan. Such delegation may be revoked at any
time.


 

(b) Powers of the Administrator. Subject to
the provisions of the Plan and, in the case of a Committee or
delegates acting as the Administrator, subject to the specific
duties delegated to such Committee or delegates, the Administrator
shall have the authority, in its discretion:

 


 

(i) to select the
Non-employee Directors, Consultants and Employees of the Company or
its Affiliates to whom Awards are to be granted
hereunder;

 


 

(ii) to
determine the number of Common Shares to be covered by each Award
granted hereunder;

 


 

(iii) to
determine the type of Award to be granted to the selected Employees
and Non-employee Directors;

 


 




(iv)

to approve forms of
Award Agreements;





 


 

 

(v) to determine the
terms and conditions, not inconsistent with the terms of the Plan,
of any Award granted hereunder. Such terms and conditions include,
but are not limited to, the exercise and/or purchase price, the
time or times when an Award may be exercised (which may or may not
be based on performance criteria), the vesting schedule, any
vesting and/or exercisability provisions, terms regarding
acceleration of Awards or waiver of forfeiture restrictions, the
acceptable forms of consideration for payment for an Award, the
term, and any restriction or limitation regarding any Award or the
Shares relating thereto, based in each case on such factors as the
Administrator, in its sole discretion, shall determine and may be
established at the time an Award is granted or
thereafter;

 


 




(vi)

to correct
administrative errors;





 


 

 

(vii) to
construe and interpret the terms of the Plan (including sub-plans
and Plan addenda) and Awards granted pursuant to the
Plan;


 

 

(viii) to
adopt rules and procedures relating to the operation and
administration of the Plan to accommodate the specific requirements
of local laws and procedures. Without limiting the generality of
the foregoing, the Administrator is specifically authorized (A) to
adopt rules and procedures regarding the conversion of local
currency, the shift of tax liability from employer to employee
(where legally permitted) and withholding procedures and handling
of stock certificates which vary with local requirements, and (B)
to adopt sub-plans and Plan addenda as the


 


 




 








 





 


Administrator deems
desirable, to accommodate foreign laws, regulations and
practice;

 


 

(ix) to
prescribe, amend and rescind rules and regulations relating to the
Plan, including rules and regulations relating to sub-plans and
Plan addenda;


 

(x) to modify or amend
each Award, including, but not limited to, the acceleration of
vesting and/or exercisability, provided, however, that any such
modification or amendment (A) is subject to the plan amendment
provisions set forth in Section 16 of the Plan, and (B) may not
materially impair any outstanding Award unless agreed to in writing
by the Participant, except that such agreement shall not be
required if the Administrator determines in its sole discretion
that such modification or amendment either (Y) is required or
advisable in order for the Company, the Plan or the Award to
satisfy any Applicable Law or to meet the requirements of any
accounting standard, or (Z) is not reasonably likely to
significantly diminish the benefits provided under such Award, or
that adequate compensation has been provided for any such
diminishment, except following a Change of Control;

 


 

(xi) to
allow or require Participants to satisfy withholding tax amounts by
electing to have the Company withhold from the Shares to be issued
upon exercise of a Nonqualified Stock Option or vesting of a Stock
Award that number of Shares having a Fair Market Value equal to the
amount required to be withheld. The Fair Market Value of the Shares
to be withheld shall be determined in such manner and on such date
that the Administrator shall determine or, in the absence of
provision otherwise, on the date that the amount of tax to be
withheld is to be determined. All elections by a Participant to
have Shares withheld for this purpose shall be made in such form
and under such conditions as the Administrator may
provide;

 


 

(xii) to
authorize conversion or substitution under the Plan of any or all
stock options, stock appreciation rights or other stock awards held
by awardees of an entity acquired by the Company (the
“Conversion
Awards”). Any conversion or substitution shall be
effective as of the close of the merger or acquisition. The
Conversion Awards may be Nonqualified Stock Options or Incentive
Stock Options, as determined by the Administrator, with respect to
options granted by the acquired entity;

 


 

(xiii) to
authorize any person to execute on behalf of the Company any
instrument required to effect the grant of an Award previously
granted by the Administrator;


 

(xiv) to
impose such restrictions, conditions or limitations as it
determines appropriate as to the timing and manner of any resale by
a Participant or of other subsequent transfers by the Participant
of any Shares issued as a result of or under an Award or upon the
exercise of an Award, including, without limitation, (A)
restrictions under an insider trading policy, (B) restrictions as
to the use of a specified brokerage firm for such resale or other
transfers, and (C) institution of “blackout” periods on
exercises of Awards;


 


 




 








 





 

(xv) to
provide, either at the time an Award is granted or by subsequent
action, that an Award shall contain as a term thereof, a right,
either in tandem with the other rights under the Award or as an
alternative thereto, of the Participant to receive, without payment
to the Company, a number of Shares, cash or a combination thereof,
the amount of which is determined by reference to the value of the
Award; and

 


 

 

(xvi) to
make all other determinations deemed necessary or advisable for
administering the Plan and any Award granted
hereunder.


 

 

(c) Effect of Administrator’s
Decision. All questions arising under the Plan or under any
Award shall be decided by the Administrator in its total and
absolute discretion. All decisions, determinations and
interpretations by the Administrator regarding the Plan, any rules
and regulations under the Plan and the terms and conditions of any
Award granted hereunder, shall be final and binding on all
Participants. The Administrator shall consider such factors as it
deems relevant, in its sole and absolute discretion, to making such
decisions, determinations and interpretations, including, without
limitation, the recommendations or advice of any officer or other
employee of the Company and such attorneys, consultants and
accountants as it may select.

 


 

(d) Indemnity. To the extent allowable
under Applicable Law, each member of the Committee or of the Board
and any person to whom the Board or Committee has delegated any of
its authority under the Plan shall be indemnified and held harmless
by the Company from any loss, cost, liability, or expense that may
be imposed upon or reasonably incurred by such person in connection
with or resulting from any claim, action, suit, or proceeding to
which he or she may be a party or in which he or she may be
involved by reason of any action or failure to act pursuant to the
Plan, and against and from any and all amounts paid by him or her
in satisfaction of judgment in such action, suit, or proceeding
against him or her; provided he or she gives the Company an
opportunity, at its own expense, to handle and defend the same
before he or she undertakes to handle and defend it on his or her
own behalf. The foregoing right of indemnification shall not be
exclusive of any other rights of indemnification to which such
persons may be entitled pursuant to the Company’s Articles of
Incorporation or By-laws, as a matter of law, or otherwise, or any
power that the Company may have to indemnify them or hold them
harmless.

 


 


5.
Eligibility.

 


 

 


Awards
may be granted only to Directors, Employees and Consultants of the
Company or any of its Affiliates; provided, however, that Incentive
Stock Options may be granted only to Employees of the Company and
its Subsidiaries (within the meaning of Section 424(f) of the
Code).

 


 

 


6.
Term of Plan.

 


 


The
Plan shall become effective upon its approval by shareholders of
the Company. It shall continue in effect for a term of ten (10)
years from the date the Plan is approved by the


 


 




 








 





 


shareholders of the
Company (the “Effective
Date”) unless terminated earlier under Section 16 of
the Plan.

 


 

 


7.
Term of Award.

 


 


Subject
to the provisions of the Plan, the term of each Award shall be
determined by the Administrator and stated in the Award Agreement,
and may extend beyond the termination of the Plan. In the case of
an Option or a Stock Appreciation Right, the term shall be ten (10)
years from the Grant Date or such shorter term as may be provided
in the Award Agreement. Notwithstanding the foregoing, the term of
Awards other than Awards that are structured to qualify as
Incentive Stock Options under Section 9 shall be extended
automatically if the Award would expire at a time when trading in
Common Shares is prohibited by law or the Company’s insider
trading policy to the 30th day after the expiration of the
prohibition.

 


 

 


8.
Options.

 


 


The
Administrator may grant an Option or provide for the grant of an
Option, either from time to time in the discretion of the
Administrator or automatically upon the occurrence of specified
events, including, without limitation, the achievement of
performance goals.

 


 

(a) Option Agreement. Each Option Agreement
shall contain provisions regarding (i) the number of Shares that
may be issued upon exercise of the Option, (ii) the type of Option,
(iii) the exercise price of the Option and the means of payment of
such exercise price, (iv) the term of the Option, (v) such terms
and conditions regarding the vesting and/or exercisability of an
Option as may be determined from time to time by the Administrator,
(vi) restrictions on the transfer of the Option and forfeiture
provisions, and


(vii)
such further terms and conditions, in each case not inconsistent
with this Plan, as may be determined from time to time by the
Administrator.

 


 

 

(b) Exercise Price. The per share exercise
price for the Shares to be issued upon exercise of an Option shall
be determined by the Administrator, except that the per Share
exercise price shall be no less than 100% of the Fair Market Value
per Share on the Grant Date, except with respect to Conversion
Awards.

 


 

(c) No Option Repricings. Subject to
Section 15 of the Plan, the exercise price of an Option may not be
reduced without shareholder approval, nor may outstanding Options
be cancelled in exchange for cash, other Awards or Options with an
exercise price that is less than the exercise price of the original
Option without shareholder approval.

 


 

 

(d) No Reload Grants. Options shall not be
granted under the Plan in consideration for and shall not be
conditioned upon the delivery of Shares to the Company in payment
of the exercise price and/or tax withholding obligation under any
other employee stock option.

 


 

(e) Vesting Period and Exercise Dates.
Options granted under this Plan shall vest and/or be exercisable at
such time and in such installments during the period prior to the
expiration of the Option’s term as determined by the
Administrator and as specified in the Option Agreement. The
Administrator shall have the right to make the timing of
the


 


 




 








 





 


ability
to exercise any Option granted under this Plan subject to continued
active employment (or retention in the case of a consultant or
Director), the passage of time and/or such performance requirements
as deemed appropriate by the Administrator. At any time after the
grant of an Option, the Administrator may reduce or eliminate any
restrictions surrounding any Participant’s right to exercise
all or part of the Option.

 


 

 

(f) Form of Consideration. The
Administrator shall determine the acceptable form of consideration
for exercising an Option, including the method of payment, either
through the terms of the Option Agreement or at the time of
exercise of an Option. Acceptable forms of consideration may
include:

 


 

   
(i) cash;


 




(ii)

check or wire
transfer (denominated in U.S. Dollars);





 


 

(iii) subject
to any conditions or limitations established by the
Administrator, other Shares which were held for a period of more
than six (6) months on the date of surrender and which have a Fair
Market Value on the date of surrender equal to or greater than the
aggregate exercise price of the Shares as to which said Option
shall be exercised (it being agreed that the excess of the Fair
Market Value over the aggregate exercise price, if any, shall be
refunded to the Awardee in cash);

 


 

(iv) subject
to any conditions or limitations established by the Administrator,
the Company withholding Shares otherwise issuable upon exercise of
an Option;

 


 

(v) consideration
received by the Company under a broker-assisted sale and remittance
program acceptable to the Administrator and in compliance with
Applicable Law;

 


 

 

(vi) such
other consideration and method of payment for the issuance of
Shares to the extent permitted by Applicable Law; or

 


 




(vii)

any combination of
the foregoing methods of payment.





 


 




(g)

Procedure for Exercise; Rights as a
Shareholder.






 

(i) Any Option granted
hereunder shall be exercisable according to the terms of the Plan
and at such times and under such conditions as determined by the
Administrator and set forth in the applicable Option
Agreement.

 


 

(ii) An
Option shall be deemed exercised when (A) the Company receives (1)
written or electronic notice of exercise (in accordance with the
Option Agreement or procedures established by the Administrator)
from the person entitled to exercise the Option and (2) full
payment for the Shares with respect to which the related Option is
exercised, and (B) with respect to Nonqualified Stock Options,
provisions acceptable to the Administrator have been made for
payment of all applicable withholding taxes.


 


 




 








 





 

(iii) Unless
provided otherwise by the Administrator or pursuant to this Plan,
until the Shares are issued (as evidenced by the appropriate entry
on the books of the Company or of a duly authorized transfer agent
of the Company), no right to vote or receive dividends or any other
rights as a shareholder shall exist with respect to the Shares
subject to an Option, notwithstanding the exercise of the
Option.

 


 

 

(iv) The
Company shall issue (or cause to be issued) such Shares as soon as
administratively practicable after the Option is exercised. An
Option may not be exercised for a fraction of a Share.

 


 





(h)


Termination of Employment, Consultancy or Board
Membership.





 


 

(i) The Administrator
shall determine as of the Grant Date (subject to modification
subsequent to the Grant Date) the effect a Termination of
Employment due to (A) Disability, (B) Retirement, (C) death, or (D)
otherwise (including Termination for Cause) shall have on any
Option.

 


 


(ii)
Unless otherwise provided in the Award Agreement:

 


 


(A) Upon termination from
membership on the Board by a Non- employee Director for reasons
other than Retirement as set forth in subparagraph
(D)
below, any Option held by such Director that (1) has not vested and
is not exercisable as of the effective date of such termination
from membership on the Board shall be subject to immediate
cancellation and forfeiture or (2) is vested and exercisable as of
the effective date of such termination shall remain exercisable for
five (5) years thereafter, or the remaining term of the Option, if
less;

 


 


(B) Upon Termination of
Employment, excluding termination from membership on the Board by a
Non-employee Director, due to death or Disability, any Option held
by such Employee that is vested and exercisable as of the effective
date of such Termination of Employment shall remain exercisable for
one year after such Termination of Employment due to death or
Disability or the remaining term of the Option, if
less;

 


 

 


(C) Upon Termination of
Employment, excluding termination from membership on the Board by a
Non-employee Director, due to death or Disability, any Option held
by such Employee that is not yet vested shall vest in full as of
the date of death or Disability, and any such vested Options shall
remain exercisable for one year after such Termination of
Employment due to death or Disability or the remaining term of the
Option, if less;


 


 


(D) Upon Termination of
Employment due to Retirement, (1) any Option held by such Awardee
shall, to the extent not already vested, become ratably vested
(rounded up or down to the nearest whole Share) based upon the full
months of the applicable vesting period elapsed as of the end of
the month in which the Termination of Employment due to Retirement
occurs over the total number of months in such period; provided,
however, that, in the case of a


 


 




 








 





 


Retirement due to a
voluntary Termination of Employment, the terms of this Section
8(h)(ii)(D)(1) shall not apply with respect to any Option granted
less than six (6) months prior to the effective date of such
Termination of Employment; and (2) any Option held
by an Awardee at Retirement, to the extent vested and exercisable
as of the effective date of such Retirement (including, without
limitation, any Options that have ratably vested pursuant to the
preceding clause (1)), will remain outstanding for the lesser of
five (5) years or the remaining term of the Option;
and

 


 


(E)" Any other Termination of
Employment, termination from membership on the Board by a
Non-employee Director, shall result in immediate cancellation and
forfeiture of all outstanding Options that have not vested as of
the effective date of such Termination of Employment, and any
vested and exercisable Options held at the time of such Termination
of Employment shall remain exercisable for ninety (90) days
thereafter, or the remaining term of the Option, if less.
Notwithstanding the foregoing, all outstanding and unexercised
Options shall be immediately cancelled in the event of a
Termination for Cause.

 


 


9.
Incentive Stock Option Limitations/Terms.

 


 

(a) Eligibility. Only employees (as
determined in accordance with Section 3401(c) of the Code and the
regulations promulgated thereunder) of the Company or any of its
Subsidiaries may be granted Incentive Stock Options. No Incentive
Stock Option shall be granted to any such employee who as of the
Grant Date owns stock possessing more than 10% of the total
combined voting power of the Company, except in compliance with
Section 422 of the Code regarding 10 – percent
shareholders.

 


 

(b) $100,000 Limitation. Notwithstanding
the designation “Incentive Stock Option” in an Option
Agreement, if and to the extent that the aggregate Fair Market
Value of the Shares with respect to which Incentive Stock Options
are exercisable for the first time by the Awardee during any
calendar year (under all plans of the Company and any of its
Subsidiaries) exceeds U.S. $100,000, such Options shall be treated
as Nonqualified Stock Options. For purposes of this Section 9(b) of
the Plan, Incentive Stock Options shall be taken into account in
the order in which they were granted. The Fair Market Value of the
Shares shall be determined as of the Grant Date.

 


 

(c) Transferability. The Option Agreement
must provide that an Incentive Stock Option is not transferable by
the Awardee otherwise than by will or the laws of descent and
distribution, and, during the lifetime of such Awardee, must not be
exercisable by any other person. If the terms of an Incentive Stock
Option are amended to permit transferability, the Option will be
treated for tax purposes as a Nonqualified Stock
Option.


 

(d) Exercise Price. The per Share exercise
price of an Incentive Stock Option shall in no event be
inconsistent with the requirements for qualification of the
Incentive Stock Option under Section 422 of the Code.


 


 




 








 





 

(e) Other Terms. Option Agreements
evidencing Incentive Stock Options shall contain such other terms
and conditions as may be necessary to qualify, to the extent
determined desirable by the Administrator, with the applicable
provisions of Section 422 of the Code. If any such terms and
conditions, as of the Grant Date or any later date, do not so
comply, the Option will be treated thereafter for tax purposes as a
Nonqualified Stock Option.

 


 


10.
Stock
Appreciation Rights.

 


 


A
“Stock Appreciation Right” is a right that entitles the
Awardee to receive, in cash or Shares (as determined by the
Administrator), value equal to or otherwise based on the excess
of

(i) the Fair Market
Value of a specified number of Shares at the time of exercise over
(ii) the aggregate exercise price of the right, as established by
the Administrator on the Grant Date. Stock Appreciation Rights may
be granted to Awardees either alone (“freestanding”) or
in addition to or in tandem with other Awards granted under the
Plan and may, but need not, relate to a specific Option granted
under Section 8 of the Plan. Any Stock Appreciation Right granted
in tandem with an Option may be granted at the same time such
Option is granted or at any time thereafter before exercise or
expiration of such Option, and shall be based on the Fair Market
Value of one Share on the Grant Date or, if applicable, on the
Grant Date of the Option with respect to a Stock Appreciation Right
granted in exchange for or in tandem with, but subsequent to, the
Option (subject to the requirements of Section 409A of the Code).
All Stock Appreciation Rights under the Plan, other than Conversion
Awards, shall be granted subject to the same terms and conditions
applicable to Options as set forth in Section 8 of the Plan.
Subject to the provisions of Section 8 of the Plan, the
Administrator may impose such other conditions or restrictions on
any Stock Appreciation Right as it shall deem
appropriate.


 


11. 
Stock Awards.


 

 

(a) Stock Award Agreement. Each Stock Award
Agreement shall contain provisions regarding (i) the number of
Shares subject to such Stock Award or a formula for determining
such number, (ii) the purchase price of the Shares, if any, and the
means of payment for the Shares, (iii) the performance criteria, if
any, and level of achievement versus these criteria that shall
determine the number of Shares granted, issued, retainable and/or
vested, (iv) such terms and conditions on the grant, issuance,
vesting and/or forfeiture of the Shares as may be determined from
time to time by the Administrator, (v) restrictions on the
transferability of the Stock Award, and (vi) such further terms and
conditions, in each case not inconsistent with this Plan, as may be
determined from time to time by the Administrator. The Committee
may, in its sole discretion, waive the vesting restrictions and any
other conditions set forth in any Award Agreement under such terms
and conditions as the Committee shall deem appropriate, subject to
the limitations imposed under Code Section 162(m) and the
regulations thereunder in the case of an Award intended to comply
with the performance-based exception under Code Section 162(m),
unless determined otherwise under the circumstances by the
Committee.

 


 

 

(b) Restrictions and Performance Criteria.
The grant, issuance, retention and/or vesting of Stock Awards
issued to Employees may be subject to such performance criteria and
level of achievement versus these criteria as the Administrator
shall determine, which


 


 




 








 





 


criteria may be
based on financial performance, personal performance evaluations
and/or completion of service by the Awardee. Notwithstanding
anything to the contrary herein, the performance criteria for any
Stock Award that is intended to satisfy the requirements for
“performance-based compensation” under Section 162(m)
of the Code (a “Performance
Stock Award”) shall be established by the
Administrator based on one or more Qualifying Performance Criteria
selected by the Administrator and specified in writing not later
than ninety (90) days after the commencement of the period of
service (or, if earlier, the elapse of 25% of such period) to which
the performance goals relate or otherwise within the time period
required by the Code or the applicable Treasury Regulations,
provided that the outcome is substantially uncertain at that time.
Stock Awards for which vesting is not based on the attainment of
performance criteria are referred to as “Restricted Stock
Awards.”


 





(c)


Termination of Employment or Board Membership.





 


 

(i) The Administrator
shall determine as of the Grant Date (subject to modification
subsequent to the Grant Date) the effect a Termination of
Employment due to (A) Disability, (B) Retirement (C) death, or (D)
otherwise (including Termination for Cause) shall have on any Stock
Award.

 


 




(ii)

Unless otherwise
provided in the Award Agreement:





 


 


(A) A Termination of Employment
due to Disability or death shall result in immediate full vesting
of any as yet unvested Stock Award, and in the case of a Stock
Award that vests upon the achievement of performance goals, the
vested amount shall be based upon the target award
amount;

 


 


(B) A Termination of Employment
due to Retirement shall result in vesting of a prorated portion of
any Stock Award (rounded up or down to the nearest whole Share),
based upon the full months of the applicable performance period,
vesting period or other period of restriction elapsed as of the end
of the month in which the Termination of Employment due to
Retirement occurs over the total number of months in such period;
provided, however, that, in the case of a Retirement due to
voluntary Termination of Employment, the terms of this Section
11(c)(ii)(B) shall not apply with respect to any Stock Award
granted less than six (6) months prior to the effective date of
such Termination of Employment; and

 


 


(C) Any other Termination of
Employment shall result in immediate cancellation and forfeiture of
all outstanding, unvested Stock Awards.


 


If
clause (B) of this Section 11(c)(ii) applies to a Stock Award under
which vesting is based on the attainment of performance criteria
over a performance period, the ratable vesting percentage
determined by the portion of the performance period during which
the Awardee was an Employee of the Company or an Affiliate shall be
applied to determine the portion of the Stock


 


 




 








 





 


Award
that is vested based upon actual performance results after the
completion of the performance period.


 

(d) Rights as a Shareholder. Unless
otherwise provided for by the Administrator, the Participant shall
have the rights equivalent to those of a shareholder and shall be a
shareholder only after Shares are issued (as evidenced by the
appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company) to the
Participant.

 


 


12.
Other Stock-Based Awards.


 

(a) Other Stock-Based Awards. An
“Other Stock-Based Award” means any other type of
equity-based or equity-related Award not otherwise described by the
terms of this Plan (including the grant or offer for sale of
unrestricted Shares), as well as any cash bonus based on the
attainment of Qualifying Performance Criteria as described in
Section 13(b), in such amount and subject to such terms and
conditions as the Administrator shall determine. Such Awards may
involve the transfer of actual Shares to Participants, or payment
in cash or otherwise of amounts based on the value of Shares or
pursuant to attainment of a performance goal. Each Other
Stock-Based Award will be evidenced by an Award Agreement
containing such terms and conditions as may be determined by the
Administrator.


 

(b) Value of Other Stock-Based Awards. Each
Other Stock-Based Award shall be expressed in terms of Shares or
units based on Shares or a target amount of cash, as determined by
the Administrator. The Administrator may establish performance
goals in its discretion. If the Administrator exercises its
discretion to establish performance goals, the number and/or value
of Other Stock-Based Awards that will be paid out to the
Participant will depend on the extent to which the performance
goals are met. Notwithstanding anything to the contrary herein, the
performance criteria for any Other Stock-Based Award that is
intended to satisfy the requirements for “performance-based
compensation” under Section 162(m) of the Code shall be
established by the Administrator based on one or more Qualifying
Performance Criteria selected by the Administrator and specified in
writing not later than ninety (90) days after the commencement of
the period of service (or, if earlier, the elapse of 25% of such
period) to which the performance goals relate and otherwise within
the time period required by the Code and the applicable Treasury
Regulations, provided that the outcome is substantially uncertain
at that time.

 


 

(c) Payment of Other Stock-Based Awards.
Payment, if any, with respect to Other Stock-Based Awards shall be
made in accordance with the terms of the Award, in cash or Shares
or a combination thereof, as the Administrator
determines.


 





(d)


Termination of Employment, Consultancy, or Board
Membership.





 


 

(i) The Administrator
shall determine as of the Grant Date (subject to modification
subsequent to the Grant Date) the effect a Termination of
Employment


 


 




 








 





 


due to
(A) Disability, (B) Retirement, (C) death, or (D) otherwise
(including Termination for Cause) shall have on any Other
Stock-Based Award.


 




(ii)

Unless otherwise
provided in the Award Agreement:





 


 


(A) A Termination of Employment
due to Disability or death shall result in immediate full vesting
of any as yet unvested Other Stock-Based Award, and in the case of
an Other Stock-Based Award which vests on the basis of attainment
of a performance goal, the vested amount shall be based upon the
target award amount;

 


 


(B) A Termination of Employment
due to Retirement shall result in vesting of a prorated portion of
any Other Stock-Based Award (rounded up or down to the nearest
whole Share or unit based on Shares, as applicable), based upon the
full months of the applicable performance period, vesting period or
other period of restriction elapsed as of the end of the month in
which the Termination of Employment due to Retirement occurs over
the total number of months in such period; provided, however, that,
in the case of a Retirement due to voluntary Termination of
Employment, the terms of this Section 12(d)(ii)(B) shall not apply
with respect to any Other Stock-Based Award granted less than six
(6) months prior to the effective date of such Termination of
Employment; and

 


 


(C) Any other Termination of
Employment shall result in immediate cancellation and forfeiture of
all outstanding, unvested Other Stock-Based Awards.

 


 


If
clause (B) of this Section 12(d)(ii) applies to an Other
Stock-Based Award under which vesting is based on the attainment of
performance criteria over a performance period, the ratable vesting
percentage determined by the portion of the performance period
during which the Awardee was an Employee of the Company or an
Affiliate shall be applied to determine the portion of the Other
Stock-Based Award that is vested based upon actual performance
results after the completion of the performance
period.

 


 

 


13.
Other Provisions Applicable to Awards.

 


 

(a) Non-Transferability of Awards. Unless
determined otherwise by the Administrator, an Award may not be
sold, pledged, assigned, hypothecated, transferred or disposed of
in any manner other than by beneficiary designation, will or by the
laws of descent or distribution, including but not limited to any
attempted assignment or transfer in connection with the settlement
of marital property or other rights incident to a divorce or
dissolution, and any such attempted sale, assignment or transfer
shall be of no effect prior to the date an Award is vested and
settled. The Administrator may only make an Award transferable to
an Awardee’s family member or any other person or entity
provided the Awardee does not receive consideration for such
transfer. If the Administrator makes an Award transferable, either
as of the Grant Date or thereafter, such Award shall
contain


 


 




 








 





 


such
additional terms and conditions as the Administrator deems
appropriate, and any transferee shall be deemed to be bound by such
terms upon acceptance of such transfer.


 

(b) Qualifying Performance
Criteria. For purposes of this
Plan, the term “Qualifying Performance Criteria”
shall mean any one or more of the following performance criteria,
either individually, alternatively or in any combination, on a
basis consistent with U.S. Generally Accepted Accounting Principles
(“GAAP”) or on a
non-GAAP or adjusted GAAP basis, applied to either the Company as a
whole or to a Subsidiary, business unit, Affiliate or business
segment, either individually, alternatively or in any combination,
and measured either annually or cumulatively over a period of
years, on an absolute basis or relative to a pre-established
target, to previous years’ results or to a designated
comparison group, in each case as specified by the Committee in the
Award or by duly adopted resolution: (i) sales or cash return on
sales; (ii) cash flow or free cash flow or net cash from operating
activity; (iii) earnings (including gross margin, earnings before
or after interest and taxes, earnings before taxes, and net
earnings); (iv) basic or diluted earnings per share; (v) growth in
earnings or earnings per share; (vi) stock price; (vii) return on
equity or average shareholders’ equity; (viii) total
shareholder return; (ix) return on capital; (x) return on assets or
net assets; (xi) return on investments; (xii) revenue or gross
profits; (xiii) income before or after interest, taxes,
depreciation and amortization, or net income; (xiv) pretax income
before allocation of corporate overhead and bonus; (xv) operating
income or net operating income; (xvi) operating profit or net
operating profit (whether before or after taxes); (xvii) operating
margin; (xviii) return on operating revenue; (xix) working capital
or net working capital; (xx) market share; (xxi) asset velocity
index; (xxii) contract awards or backlog; (xxiii) overhead or other
expense or cost reduction; (xxiv) growth in shareholder value
relative to the moving average of the S&P 500 Index or a peer
group index; (xxv) credit rating; (xxvi) strategic plan development
and implementation; (xxvii) improvement in workforce diversity;
(xxviii) customer satisfaction; (xxvix) employee satisfaction;
(xxx) management succession plan development and implementation;
and (xxxi) employee or customer retention. With respect to any
Award that is intended to satisfy the requirements for
“performance-based compensation” under Section 162(m)
of the Code, the performance criteria must be Qualifying
Performance Criteria, and the Administrator will (within the first
quarter of the performance period, but in no event more than ninety
(90) days into that period) establish the specific performance
targets (including thresholds and whether to exclude certain
extraordinary, non-recurring, or similar items) and Award amounts
(subject to the right of the Administrator to exercise discretion
to reduce payment amounts following the conclusion of the
performance period). Extraordinary, non-recurring items that may be
the basis of adjustment include acquisitions or divestitures,
restructurings, discontinued operations, extraordinary items, and
other unusual or non-recurring charges, an event either not
directly related to the operations of the Company, Subsidiary,
division, business segment or business unit or not within the
reasonable control of management, the cumulative effects of tax or
accounting changes in accordance with U.S. GAAP, and foreign
exchange gains or losses.


 

(c) Certification. Prior to the payment of
any compensation under an Award intended to qualify as
“performance-based compensation” under Section 162(m)
of the Code, the Administrator shall certify in writing the extent
to which any Qualifying Performance


 


 




 








 





 


Criteria and any
other material terms under such Award have been satisfied (other
than in cases where such criteria relate solely to the increase in
the value of the Common Shares).


 

(d) Discretionary Adjustments Pursuant to Section
162(m). Notwithstanding satisfaction or completion of any
Qualifying Performance Criteria, to the extent specified as of the
Grant Date, the number of Shares, Options or other benefits
granted, issued, retainable and/or vested under an Award on account
of satisfaction of such Qualifying Performance Criteria may be
reduced (but not increased) by the Administrator on the basis of
such further considerations as the Administrator in its sole
discretion shall determine.


 

(e) Six Month Holding Period for Purposes of Rule
16b-3. If the Company is subject to the reporting
requirements of Section 13 of the Exchange Act, the Plan
Administrator shall ensure that transactions between the Company
and an Officer or Director under this Plan are exempt from Section
16(b) of the Exchange Act pursuant to one of the exemptions
available under 17 C.F.R. 240.16b-3. If the Administrator
determines that the exemption pursuant to 17 C.F.R. 240.16b-3(d)(3)
is to be used, then (i) shares purchased upon exercise of an Option
or another derivative security (as defined in Exchange Act Rule
16a-1(c)) issued under this Plan by an Officer or Director may not
be sold before at least six months have elapsed from the date the
Option or other derivative security was granted; and (ii) any other
equity securities of the Company acquired by an Officer or Director
under this Plan other than as described in subparagraph (i) above
may not be sold before at least six months have elapsed from the
date they equity security was acquired.

 


 

 


14.
Dividends and Dividend Equivalents.

 


 


Awards
other than Options and Stock Appreciation Rights may provide the
Awardee with the right to receive dividend payments or dividend
equivalent payments on the Shares subject to the Award, whether or
not such Award is vested. Notwithstanding the foregoing, dividends
or dividend equivalents shall not be paid with respect to Stock
Awards or Other Stock-Based Awards that, in either case, vest based
on the achievement of performance goals prior to the date the
performance goals are satisfied and the Award is earned, and then
shall be payable only with respect to the number of Shares or Stock
Units actually earned under the Award. Such payments may be made in
cash, Shares or Stock Units or may be credited as cash or Stock
Units to an Awardee’s account and later settled in cash or
Shares or a combination thereof, as determined by the
Administrator. Such payments and credits may be subject to such
conditions and contingencies as the Administrator may
establish.

 


 

 


15.
Adjustments upon Changes in Capitalization, Organic Change or
Change of Control.

 


 

 

(a) Adjustment Clause. In the event of (i)
a stock dividend, extraordinary cash dividend, stock split, reverse
stock split, share combination, or recapitalization or similar
event affecting the capital structure of the Company (each, a
“Share Change”),
or (ii) a merger, consolidation, acquisition of property or shares,
separation, spin-off, reorganization, liquidation, Disaffiliation,
or similar event affecting the Company or any of its Subsidiaries
(each, an “Organic
Change”), the Administrator or the Board may in its
discretion make such substitutions or adjustments as it deems
appropriate and equitable


 


 




 








 





 


to (i)
the Share limitations set forth in Section 3 of the Plan, (ii) the
number and kind of Shares covered by each outstanding Award, and
(iii) the price per Share subject to each such outstanding Award.
In the case of Organic Changes, such adjustments may include,
without limitation, (x) the cancellation of outstanding Awards in
exchange for payments of cash, property or a combination thereof
having an aggregate value equal to the value of such Awards, as
determined by the Administrator or the Board in its sole discretion
(it being understood that in the case of an Organic Change with
respect to which shareholders receive consideration other than
publicly traded equity securities of the ultimate surviving entity,
any such determination by the Administrator that the value of an
Option or Stock Appreciation Right shall for this purpose be deemed
to equal the excess, if any, of the value of the consideration
being paid for each Share pursuant to such Organic Change over the
exercise price of such Option or Stock Appreciation Right shall
conclusively be deemed valid); (y) the substitution of other
property (including, without limitation, cash or other securities
of the Company and securities of entities other than the Company)
for the Shares subject to outstanding Awards; and (z) in connection
with any Disaffiliation, arranging for the assumption of Awards, or
replacement of Awards with new awards based on other property or
other securities (including, without limitation, other securities
of the Company and securities of entities other than the Company),
by the affected Subsidiary, Affiliate, or division or by the entity
that controls such Subsidiary, Affiliate, or division following
such Disaffiliation (as well as any corresponding adjustments to
Awards that remain based upon Company securities). The Committee
may adjust in its sole discretion the Qualifying Performance
Criteria applicable to any Awards to reflect any Share Change and
any Organic Change and any unusual or non-recurring events and
other extraordinary items, impact of charges for restructurings,
discontinued operations, and the cumulative effects of accounting
or tax changes, each as defined by GAAP or as identified in the
Company’s financial statements, notes to the financial
statements, management’s discussion and analysis or the
Company’s other SEC filings, provided that in the case of
Qualifying Performance Criteria applicable to any performance-based
Awards intended to qualify under Code Section 162(m), such
adjustment does not violate Section 162(m) of the Code. Any
adjustment under this Section 15(a) need not be the same for all
Participants.

 


 

 

(b) Change of Control. In the event of a
Change of Control, unless otherwise determined by the Administrator
as of the Grant Date of a particular Award (or subsequent to the
Grant Date), the following acceleration, exercisability and
valuation provisions shall apply:

 


 

(i) On the date that
such Change of Control occurs, any or all Options and Stock
Appreciation Rights awarded under this Plan not previously
exercisable and vested shall become fully exercisable and
vested.


 

(ii) Except
as may be provided in an individual severance or employment
agreement (or severance plan) to which an Awardee is a party, in
the event of an Awardee’s Termination of Employment within
two (2) years after a Change of Control for any reason other than
because of the Awardee’s death, Retirement, Disability or
Termination for Cause, each Option and Stock Appreciation Right
held by the Awardee (or a transferee) that is vested shall remain
exercisable until the


 


 




 








 





 


earlier
of the third (3rd) anniversary
of such Termination of Employment (or any later date until which it
would remain exercisable under such circumstances by its terms) or
the expiration of its original term. In the event of an
Awardee’s Termination of Employment more than two (2) years
after a Change of Control, or within two (2) years after a Change
of Control because of the Awardee’s death, Retirement,
Disability or Termination for Cause, the provisions of Sections
8(h) and 10 of the Plan shall govern (as applicable).

 


 

(iii) On
the date that such Change of Control occurs, the restrictions and
conditions applicable to any or all Stock Awards and Other
Stock-Based Awards shall lapse and such Awards shall be fully
vested. Unless otherwise provided in an Award at the Grant Date,
upon the occurrence of a Change of Control, any performance based
Award shall be deemed fully earned at the target amount as of the
date on which the Change of Control occurs. All Stock Awards, Other
Stock-Based Awards and cash Awards shall be settled or paid within
thirty (30) days of vesting hereunder. Notwithstanding the
foregoing, if the Change of Control would not qualify as a
permissible date of distribution under Section 409A(a)(2)(A) of the
Code, and the regulations thereunder, the Awardee shall be entitled
to receive the payment of cash or settlement of Shares under the
Award, as applicable, from the Company on the date that would have
applied absent this provision.

 


 

(iv) The
Administrator, in its discretion, may determine that, upon the
occurrence of a Change of Control of the Company, each Option and
Stock Appreciation Right outstanding shall terminate within a
specified number of days after notice to the Participant, and/or
that each Participant shall receive, with respect to each Share
subject to such Option or Stock Appreciation Right, an amount equal
to the excess of the Fair Market Value of such Share immediately
prior to the occurrence of such Change of Control over the exercise
price per Share of such Option and/or Stock Appreciation Right;
such amount to be payable in cash, in one or more kinds of stock or
property (including the stock or property, if any, payable in the
transaction) or in a combination thereof, as the Committee, in its
discretion, shall determine, and if there is no excess value, the
Committee may, in its discretion, cancel such Awards.


 

(c) Section 409A. Notwithstanding the
foregoing: (i) any adjustments made pursuant to Section 15(a) of
the Plan to Awards that are considered “deferred
compensation” within the meaning of Section 409A of the Code
shall be made in compliance with the requirements of Section 409A
of the Code; (ii) any adjustments made pursuant to Section 15(a) of
the Plan to Awards that are not considered “deferred
compensation” subject to Section 409A of the Code shall be
made in such a manner as to ensure that after such adjustment, the
Awards either continue not to be subject to Section 409A of the
Code or comply with the requirements of Section 409A of the Code;
(iii) the Administrator shall not have the authority to make any
adjustments pursuant to Section 15(a) of the Plan to the extent
that the existence of such authority would cause an Award that is
not intended to be subject to Section 409A of the Code to be
subject thereto; and (iv) if any Award is subject to Section 409A
of the Code, Section 15(b) of the Plan shall be applicable only to
the extent specifically provided in the Award Agreement and
permitted pursuant to


 




 








 






 




 








 





 


Section
24 of the Plan in order to ensure that such Award complies with
Code Section 409A.

 


 

 


16.
Amendment and
Termination of the Plan.

 


 

(a) Amendment and Termination. The Board
may amend, alter or discontinue the Plan or any Award Agreement,
but any such amendment shall be subject to approval of the
shareholders of the Company in the manner and to the extent
required by Applicable Law. In addition, without limiting the
foregoing, unless approved by the shareholders of the Company and
subject to Section 16(b), no such amendment shall be made that
would:

 


 

 

(i) increase the
maximum aggregate number of Shares which may be subject to Awards
granted under the Plan;

 


 

(ii) reduce
the minimum exercise price for Options or Stock Appreciation Rights
granted under the Plan; or

 


 

 

(iii) reduce
the exercise price of outstanding Options or Stock Appreciation
Rights, as prohibited by Section 8(c) without shareholder
approval.

 


 

(b) Effect of Amendment or Termination. No
amendment, suspension or termination of the Plan shall materially
impair the rights of any Participant with respect to an outstanding
Award, unless mutually agreed otherwise between the Participant and
the Administrator, which agreement must be in writing and signed by
the Participant and the Company, except that no such agreement
shall be required if the Administrator determines in its sole
discretion that such amendment either (i) is required or advisable
in order for the Company, the Plan or the Award to satisfy any
Applicable Law or to meet the requirements of any accounting
standard, or (ii) is not reasonably likely to significantly
diminish the benefits provided under such Award, or that any such
diminishment has been adequately compensated, except that this
exception shall not apply following a Change of Control.
Termination of the Plan shall not affect the Administrator’s
ability to exercise the powers granted to it hereunder with respect
to Awards granted under the Plan prior to the date of such
termination.

 


 

(c) Effect of the Plan on Other
Arrangements. Neither the adoption of the Plan by the Board
or a Committee nor the submission of the Plan to the shareholders
of the Company for approval shall be construed as creating any
limitations on the power of the Board or any Committee to adopt
such other incentive arrangements as it or they may deem desirable,
including without limitation, the granting of restricted shares or
restricted share units or stock options otherwise than under the
Plan, and such arrangements may be either generally applicable or
applicable only in specific cases.

 


 


17.
Designation of Beneficiary.

 


 

 

(a) An Awardee may file
a written designation of a beneficiary who is to receive the
Awardee’s rights pursuant to Awardee’s Award or the
Awardee may include his or her Awards in an omnibus beneficiary
designation for all benefits under the Plan. To the extent that
Awardee has completed a designation of beneficiary while employed
with the


 


 




 








 





 


Company, such
beneficiary designation shall remain in effect with respect to any
Award hereunder until changed by the Awardee to the extent
enforceable under Applicable Law.


 

(b) Such designation of
beneficiary may be changed by the Awardee at any time by written
notice. In the event of the death of an Awardee and in the absence
of a beneficiary validly designated under the Plan who is living at
the time of such Awardee’s death, the Company shall allow the
legal representative of the Awardee’s estate to exercise the
Award.

 


 


18.
No Right to Awards or to Employment.


 


No
person shall have any claim or right to be granted an Award and the
grant of any Award shall not be construed as giving an Awardee the
right to continue in the employ of the Company or its Affiliates.
Further, the Company and its Affiliates expressly reserve the
right, at any time, to dismiss any Employee or Awardee at any time
without liability or any claim under the Plan, except as provided
herein or in any Award Agreement entered into
hereunder.

 


 


19.
Legal Compliance.


 


Shares
shall not be issued pursuant to an Option, Stock Appreciation
Right, Stock Award or Other Stock-Based Award unless such Option,
Stock Appreciation Right, Stock Award or Other Stock-Based Award
and the issuance and delivery of such Shares shall comply with
Applicable Law, specifically including without limitation all
applicable federal and state securities laws and regulations, and
shall be further subject to the approval of counsel for the Company
with respect to such compliance. Unless the Awards and Shares
covered by this Plan have been registered under the Securities Act
or the Company has determined that such registration is
unnecessary, each person receiving an Award and/or Shares pursuant
to any Award may be required by the Company (a) to give a
representation in writing that such person is acquiring such Shares
for his or her own account for investment and not with a view to,
or for sale in connection with, the distribution of any part
thereof, and (b) to make such additional representations,
warranties, and agreements with respect to the investment intent of
such person or persons as the Company may request.

 


 


All
certificates for Shares or certificates, agreements, or other
documents evidencing securities delivered under the Plan shall be
subject to such stop-transfer orders and other restrictions as the
Company may deem advisable under the rules, regulations, and other
requirements of the Securities and Exchange Commission, any
securities law, and the Company may cause a legend or legends to be
put on any such certificates, agreements or other documents to make
appropriate reference to such restrictions.

 


 


In the
case of the exercise of an Option by a person or estate acquiring
the right to exercise such Option by bequest or inheritance, the
Administrator may require reasonable evidence as to the ownership
of such Option and may require such consents and releases of taxing
authorities as the Administrator deems advisable.


 


 




 








 





 


20.
Inability to Obtain Authority.

 


 

 


To the
extent the Company is unable to or the Administrator deems it
unfeasible to obtain authority from any regulatory body having
jurisdiction, which authority is deemed by the Company’s
counsel to be advisable or necessary to the lawful issuance and
sale of any Shares hereunder, the Company shall be relieved of any
liability with respect to the failure to issue or sell such Shares
as to which such requisite authority shall not have been
obtained.

 


 


21.
Reservation of Shares.

 


 


The
Company, during the term of this Plan, will at all times reserve
and keep available such number of Shares as shall be sufficient to
satisfy the requirements of the Plan.

 


22.
Notice.


 


Any
written notice to the Company required by any provisions of this
Plan shall be addressed to the Secretary of the Company and shall
be effective when received. Any notice to a Participant hereunder
shall be addressed to the last address of record with the Company
and shall be effective when sent via first class mail, courier
service, or electronic mail to such last address of
record.

 


 


23.
Governing Law; Interpretation of Plan and Awards.


 

(a) This Plan and all
determinations made and actions taken pursuant hereto shall be
governed by the substantive laws, but not the choice of law rules,
of the state of Delaware, except as to matters governed by U.S.
federal law.

 


 

(b) In the event that
any provision of the Plan or any Award granted under the Plan is
declared to be illegal, invalid or otherwise unenforceable by a
court of competent jurisdiction, such provision shall be reformed,
if possible, to the extent necessary to render it legal, valid and
enforceable, or otherwise deleted, and the remainder of the terms
of the Plan and/or Award shall not be affected except to the extent
necessary to reform or delete such illegal, invalid or
unenforceable provision.

 


 

(c) The headings
preceding the text of the sections hereof are inserted solely for
convenience of reference, and shall not constitute a part of the
Plan, nor shall they affect its meaning, construction or
effect.


 

(d) The terms of the
Plan and any Award shall inure to the benefit of and be binding
upon the parties hereto and their respective permitted heirs,
beneficiaries, successors and assigns.

 


 


24.
Section 409A.


 


It is
the intention of the Company that no Award shall be “deferred
compensation” subject to Section 409A of the Code, unless and
to the extent that the Administrator specifically determines
otherwise, and the Plan and the terms and conditions of all Awards
shall be interpreted accordingly. The terms and conditions
governing any Awards that the Administrator


 


 




 








 





 


determines will be
subject to Section 409A of the Code, including any rules for
elective or mandatory deferral of the delivery of cash or Shares
pursuant thereto and any rules regarding treatment of such Awards
in the event of a Change of Control, shall be set forth in the
applicable Award Agreement, deferral election forms and procedures,
and rules established by the Administrator, and shall comply in all
respects with Section 409A of the Code. The following rules will
apply to Awards intended to be subject to Section 409A of the Code
(“409A
Awards”):

 


 

 

(a) If a Participant is
permitted to elect to defer an Award or any payment under an Award,
such election will be permitted only at times in compliance with
Code Section 409A.

 


 

 

(b) The Company shall
have no authority to accelerate distributions relating to 409A
Awards in excess of the authority permitted under Section
409A.

 


 

(c) Any distribution of
a 409A Award following a Termination of Employment that would be
subject to Code Section 409A(a)(2)(A)(i) as a distribution
following a separation from service of a “specified
employee” as defined under Code Section 409A(a)(2)(B)(i),
shall occur no earlier than the expiration of the six-month period
following such Termination of Employment.

 


 

(d) In the case of any
distribution of a 409A Award, if the timing of such distribution is
not otherwise specified in the Plan or an Award Agreement or other
governing document, the distribution shall be made not later than
the end of the calendar year during which the settlement of the
409A Award is specified to occur.

 


 

(e) In the case of an
Award providing for distribution or settlement upon vesting or the
lapse of a risk of forfeiture, if the time of such distribution or
settlement is not otherwise specified in the Plan or an Award
Agreement or other governing document, the distribution or
settlement shall be made not later than March 15 of the year
following the year in which the Award vested or the risk of
forfeiture lapsed.


 

 

(f) Notwithstanding
anything herein to the contrary, in no event shall the Company or
the Administrator be liable for the payment of, or any gross up
payment in connection with, any taxes or penalties owed by the
Participant pursuant to Code Section 409A.

 


 


25.
Limitation on Liability.

 


 

 


The
Company and any Affiliate which is in existence or hereafter comes
into existence shall not be liable to a Participant, an Employee,
an Awardee or any other persons as to:

 


 

(a) The Non-Issuance of Shares. The
non-issuance or sale of Shares as to which the Company has been
unable to obtain from any regulatory body having jurisdiction the
authority deemed by the Company’s counsel to be necessary to
the lawful issuance and sale of any shares hereunder;
and


 


 




 








 





 

(b) Tax or Exchange Control Consequences.
Any tax consequence or any exchange control obligation owed, by any
Participant, Employee, Awardee or other person due to the receipt,
exercise or settlement of any Option or other Award granted
hereunder.

 


 

 


26.
Unfunded Plan.

 


 


Insofar
as it provides for Awards, the Plan shall be unfunded. Although
bookkeeping accounts may be established with respect to Awardees
who are granted Stock Awards or Other Stock-Based Awards under this
Plan, any such accounts will be used merely as a bookkeeping
convenience. The Company shall not be required to segregate any
assets which may at any time be represented by Awards, nor shall
this Plan be construed as providing for such segregation. Neither
the Company nor the Administrator shall be deemed to be a trustee
of stock or cash to be awarded under the Plan. Any liability of the
Company to any Participant with respect to an Award shall be based
solely upon any contractual obligations which may be created by the
Plan; no such obligation of the Company shall be deemed to be
secured by any pledge or other encumbrance on any property of the
Company. Neither the Company nor the Administrator shall be
required to give any security or bond for the performance of any
obligation which may be created by this Plan.

 


 


27.
Foreign Employees.

 


 


Awards
may be granted hereunder to Employees and Consultants who are
foreign nationals, who are located outside the United States or who
are not compensated from a payroll maintained in the United States,
or who are otherwise subject to (or could cause the Company to be
subject to) legal or regulatory provisions of countries or
jurisdictions outside the United States, on such terms and
conditions different from those specified in the Plan as may, in
the judgment of the Administrator, be necessary or desirable to
foster and promote achievement of the purposes of the Plan, and, in
furtherance of such purposes, the Administrator may make such
modifications, amendments, procedures, or subplans as may be
necessary or advisable to comply with such legal or regulatory
provisions.

 


 


28.
Tax Withholding.

 


 


Each
Participant shall pay to the Company, or make arrangements
satisfactory to the Company regarding the payment of, any federal,
state, local or foreign taxes of any kind required by law to be
withheld with respect to any Award under the Plan no later than the
date as of which any amount under such Award first becomes
includible in the gross income of the Participant for any tax
purposes with respect to which the Company has a tax withholding
obligation. Unless otherwise determined by the Company, withholding
obligations may be settled with Shares, including Shares that are
part of the Award that gives rise to the withholding requirement;
provided, however, that not more than the legally required minimum
withholding may be settled with Shares that are part of the Award.
The obligations of the Company under the Plan shall be conditional
on such payment or arrangements, and the Company and its Affiliates
shall, to the extent permitted by law, have the right to deduct any
such taxes from any vested Shares or any other payment due to the
participant at that time or at any future time. The Administrator
may establish such procedures as it deems appropriate, including
making irrevocable elections, for the settlement of withholding
obligations with Shares.


 


 




 








 





 




29.

Cancellation of Award; Forfeiture of
Gain.





 


 

 


Notwithstanding
anything to the contrary contained herein, an Award Agreement may
provide that the Award will be cancelled and the Participant will
forfeit the Shares or cash received or payable on the vesting or
exercise of the Award, and that the amount of any proceeds of the
sale or gain realized on the vesting or exercise of the Award must
be repaid to the Company, under such conditions as may be required
by Applicable Law or established by the Committee in its sole
discretion.

 


 




30.

Data
Privacy and Transfer






 


As a
condition of acceptance of an Award, the Participant explicitly
thereby consents to the collection, use and transfer, in electronic
or other form, of personal data by and among, as applicable, the
Company and its Affiliates for the exclusive purpose of
implementing, administering and managing the Participant’s
participation in the Plan. The Participant understands that the
Company and its Affiliates hold certain personal information about
the Participant, including the Participant’s name, home
address and telephone number, date of birth, social security or
other identification number, salary, nationality, job title, Shares
held in the Company or any Subsidiary, details of all Awards or any
other entitlement to Shares awarded, canceled, exercised, vested,
unvested or outstanding in the Participant’s favor, for the
purpose of implementing, managing and administering the Plan (the
“Data”). The
Participant further understands that the Company and its Affiliates
may transfer the Data among themselves as necessary for the purpose
of implementation, management and administration of the Plan, and
that the Company and its Affiliates may each further transfer the
Data to any third parties assisting the Company in the
implementation, management, and administration of the Plan. The
Participant understands that these recipients may be located in the
Participant’s country, or elsewhere, and that the
recipient’s country may have different data privacy laws and
protections than the Participant’s country. The Participant
understands that he or she may request a list with the names and
addresses of any potential recipients of the Data by contacting his
or her local human resources representative. The Participant,
through participation in the Plan and acceptance of an Award under
the Plan, authorizes such recipients to receive, possess, use,
retain and transfer the Data, in electronic or other form, for the
purposes of implementing, administering and managing the Plan,
including any requisite transfer of such Data as may be required to
a broker or other third party with whom the Participant may elect
to deposit any Shares. In addition, by accepting an Award under the
Plan, each Participant agrees and acknowledges (i) that the Data
will be held only as long as is necessary to implement, manage, and
administer the Plan; (ii) that the Participant may, at any time,
view the Data, request additional information about the storage and
processing of the Data, require any necessary amendments to the
Data, or refuse or withdraw consent to the use and transfer of the
Data, without cost, by delivering such revocation or withdrawal of
consent in writing to a designated human resources representative;
and (iii) that refusal or withdrawal of consent may affect the
Participant’s ability to participate in the Plan
thereafter.


 


 




 








 





 


This
Plan was adopted by the Board of Directors of the Company on April
4, 2016.


 


This
Plan was approved by the stockholders of the Company on April 4,
2016.


 

 


 


MONOPAR
THERAPEUTICS INC.



 


 


 

 
04/04/2016


 


 

 


 






 

 


 


By:
/s/ Chandler D.
Robinson

 


Name:
Chandler D. Robinson


Title:
CEO



 


 


 


 


 


 


 


 


 


 


 

 






 

 


.