ENUMERAL
BIOMEDICAL HOLDINGS, INC.






2014 Equity
Incentive Plan






July 31,
2014


 




    	 



    	 



    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	I.	ESTABLISHMENT, OBJECTIVES AND DURATION	2
	 	 	 
	II.	DEFINITIONS	2
	 	 	 
	III.	ADMINISTRATION	7
	 	 	 
	IV.	SHARES SUBJECT TO THE PLAN AND MAXIMUM AWARDS	7
	 	 	 
	V.	ELIGIBILITY AND PARTICIPATION	10
	 	 	 
	VI.	STOCK OPTIONS	10
	 	 	 
	VII.	STOCK APPRECIATION RIGHTS	12
	 	 	 
	VIII.	RESTRICTED STOCK	13
	 	 	 
	IX.	RESTRICTED STOCK UNITS	17
	 	 	 
	X.	PERFORMANCE UNITS AND PERFORMANCE SHARES	18
	 	 	 
	XI.	PERFORMANCE MEASURES	19
	 	 	 
	XII.	BENEFICIARY DESIGNATION	20
	 	 	 
	XIII.	DEFERRALS	20
	 	 	 
	XIV.	RIGHTS OF PARTICIPANTS	20
	 	 	 
	XV.	AMENDMENT, MODIFICATION, TERMINATION AND ADJUSTMENTS	20
	 	 	 
	XVI.	PAYMENT OF PLAN AWARDS AND CONDITIONS THEREON	22
	 	 	 
	XVII.	CHANGE IN CONTROL	22
	 	 	 
	XVIII.	TAX PROVISIONS	22
	 	 	 
	XIX.	INDEMNIFICATION	23
	 	 	 
	XX.	SUCCESSORS	24
	 	 	 
	XXI.	LEGAL CONSTRUCTION	24


 




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ENUMERAL
BIOMEDICAL HOLDINGS, INC.

2014 Equity Incentive Plan

July 31, 2014


 


I.           ESTABLISHMENT,
OBJECTIVES AND DURATION


 


A.           ESTABLISHMENT
OF THE PLAN. Enumeral Biomedical Holdings, Inc., a Delaware corporation (hereinafter referred to as the “Company”),
hereby adopts an incentive compensation plan known as the “Enumeral Biomedical Holdings, Inc. 2014 Equity Incentive Plan”
(hereinafter referred to as the “Plan”), as set forth in this document. The Plan permits the grant of Nonqualified
Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares
and Performance Units.


 


Subject to approval by
the Company’s stockholders, the Plan shall become effective as of July 31, 2014 (the “Effective Date”). The Plan
shall remain in effect as provided in Section I.C hereof.


 


B.           OBJECTIVES
OF THE PLAN. The objectives of the Plan are to optimize the profitability and growth of the Company through incentives which are
consistent with the Company’s goals and which link the personal interests of Participants to those of the Company’s
stockholders; to provide Participants with an incentive for excellence in individual performance; and to promote teamwork among
Participants.


 


It is also intended with
respect to the Non-Employee Directors of the Company that the Compensation Committee be able to choose from among Awards of Non-Qualified
Stock Options, Stock Appreciation Rights, Restricted Stock and RSUs which will (a) permit Non-Employee Directors to increase their
ownership and proprietary interest in the Company and enhance their identification with the interests of the Company’s stockholders,
(b) provide a means of compensating Non-Employee Directors that will help attract qualified candidates to serve as Non-Employee
Directors, and (c) induce incumbent Non-Employee Directors to continue to serve if the Board desires that they remain on the Board.


 


C.           DURATION
OF THE PLAN. The Plan shall commence on the Effective Date and shall remain in effect, subject to the right of the Board of Directors
to amend or terminate the Plan at any time pursuant to Article XV hereof, until all Shares subject to it shall have been purchased
or acquired according to the Plan’s provisions. However, in no event may an Award be granted under the Plan on or after July
29, 2024.


 


II.          DEFINITIONS


 


Whenever used in the Plan,
the following terms shall have the meanings set forth below, and when the meaning is intended, the initial letter of the word shall
be capitalized:


 


A.           “AFFILIATE”
shall have the meaning ascribed to such term in Rule 12b-2 of the General Rules and Regulations of the Exchange Act.


 




    	 



    	 



    

 


B.           “AWARD”
means, individually or collectively, a grant under this Plan of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation
Rights, Restricted Stock, Restricted Stock Units, Performance Shares or Performance Units.


 


C.           “AWARD
AGREEMENT” means an agreement entered into by the Company and each Participant setting forth the terms and provisions applicable
to Awards granted under this Plan.


 


D.           “BENEFICIAL
OWNER” or “BENEFICIAL OWNERSHIP” shall have the meaning ascribed to such term in Rule 13d-3 of the General Rules
and Regulations under the Exchange Act.


 


E.           “BOARD”
or “BOARD OF DIRECTORS” means the Board of Directors of the Company.


 


F.           “CHANGE
IN CONTROL” shall be deemed to have occurred as of the first day that any one or more of the following conditions shall have
been satisfied:


 


1.           the
“Beneficial Ownership” of securities as defined in Rule 13d-3 under the Exchange Act representing more than thirty-three
percent (33%) of the combined voting power of the Company is acquired by any “person” as defined in Section 3(a)(9)
of the Exchange Act (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of
the Company, or any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions
as their ownership of stock of the Company); or


 


2.           the
consummation of a definitive agreement to merge or consolidate the Company with or into another corporation or to sell or otherwise
dispose of all or substantially all of its assets, or adopt a plan of liquidation; or


 


3.           during
any period of three consecutive years, individuals who at the beginning of such period were members of the Board cease for any
reason to constitute at least a majority thereof (unless the election, or the nomination for election by the Company’s stockholders,
of each new director was approved by a vote of at least a majority of the directors then still in office who were directors at
the beginning of such period or whose election or nomination was previously so approved).


 


Notwithstanding the foregoing, with
respect to any Award subject to Code Section 409A, a “Change in Control” of the Company is deemed to have occurred
as of the first day that any one or more of the following conditions shall have been satisfied:


 


4.           Change
in Ownership: A change in ownership of the Company occurs on the date that any one person, or more than one person acting as
a group, acquires ownership of stock of the Company that, together with stock held by such person or group, constitutes more than
fifty percent (50%) of the total fair market value or total voting power of the stock of the Company, excluding the acquisition
of additional stock by a person or more than one person acting as a group who is considered to own more than fifty percent (50%)
of the total fair market value or total voting power of the stock of the Company.


 




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5.           Change
in Effective Control: A change in effective control of the Company occurs only on either of the following dates:


 


a.           The
date any one person, or more than one person acting as a group, acquires (or has acquired during the twelve (12) month period ending
in the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing 30% or more
of the total voting power of the stock of the Company; or


 


b.           The
date a majority of the members of the Board is replaced during any (12) month period by directors whose appointment or election
is not endorsed by a majority of the members of the board of directors before the date of the appointment or election; provided
that this paragraph (b) shall apply only to the company for which no other corporation is a majority shareholder.


 


6.           Change
in Ownership of Substantial Assets: A change in the ownership of a substantial portion of the Company’s assets occurs
on the date that any one person, or more than one person acting as a group, acquires (or has acquired during the twelve (12) month
period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross
fair market value equal to or more than forty percent (40%) of the total gross fair market value of the assets of the Company,
or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.


 


It is the intent that this definition
be construed to satisfy the definition of “Change of Control” as defined under Internal Revenue Code Section 409A and
the applicable Treasury Regulations, as amended from time to time.


 


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


 


H.          “COMMITTEE”
means any committee appointed by the Board to administer the Plan, as specified in Article III herein.


 


I.           “COMPANY”
means Enumeral Biomedical Holdings, Inc., a Delaware corporation, including any and all Subsidiaries, and any successor thereto
as provided in Article XX herein.


 


J.           “COVERED
EMPLOYEE” means a Participant who, as of the date of vesting and/or payout of an Award, as applicable, is one of the group
of “covered employees,” as defined in Code Section 162(m) and the regulations promulgated under Code Section 162(m),
or any successor statute.


 




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K.          “DIRECTOR”
means any individual who is a member of the Board of Directors of the Company or any Subsidiary; provided, however, that any Director
who is employed by the Company shall be considered an Employee under the Plan.


 


L.           “DISABILITY”
with respect to any Award, a Participant shall be considered Disabled if the Participant is considered “disabled” under
the Company’s long-term disability plan then in effect, or if none, then if the Participant qualifies to receive disability
payments under the federal Social Security Act.


 


M.          “EFFECTIVE
DATE” shall mean July 31, 2014.


 


N.           “EMPLOYEE”
means any full-time, active employee of the Company or its Subsidiaries. Directors who are not employed by the Company shall not
be considered Employees under this Plan.


 


O.           “EXCHANGE
ACT” means the Securities Exchange Act of 1934, as amended from time to time, or any successor act thereto.


 


P.           “FAIR
MARKET VALUE” shall be determined on the basis of the closing sale price at which Shares have been sold on the principal
securities exchange on which the Shares are traded or, if there is no such sale on the relevant date, then on the last previous
day on which there was such a sale.


 


Q.           “FREESTANDING
SAR” means an SAR that is granted independently of any Options, as described in Article VII herein.


 


R.           “INCENTIVE
STOCK OPTION” or “ISO” means an option to purchase Shares granted under Article VI herein and which is designated
as an Incentive Stock Option and which is intended to meet the requirements of Code Section 422.


 


S.           “INSIDER”
shall mean an individual who is, on the relevant date, an officer, director or more than ten percent (10%) Beneficial Owner of
any class of the Company’s equity securities that is registered pursuant to Section 12 of the Exchange Act, all as defined
under Section 16 of the Exchange Act.


 


T.           “NON-EMPLOYEE
DIRECTOR” shall mean a Director who is not also an Employee.


 


U.           “NON-QUALIFIED
STOCK OPTION” or “NQSO” means an option to purchase Shares granted under Article VI herein and which is not intended
to meet the requirements of Code Section 422.


 


V.          “OPTION”
means an Incentive Stock Option or a Nonqualified Stock Option, as described in Article VI herein.


 




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W.         “OPTION PRICE”
means the price at which a Share may be purchased by a Participant pursuant to an Option.


 


X.           “PARTICIPANT”
means: (1) an Employee or consultant who has been selected to receive an Award or who has an outstanding Award granted under the
Plan; or (2) a Non-Employee Director who has been selected to receive an Award other than an Incentive Stock Option, Performance
Share or Performance Unit or who has an outstanding Award other than an Incentive Stock Option, Performance Share or Performance
Unit granted under the Plan.


 


Y.           “PERFORMANCE-BASED
EXCEPTION” means the performance-based exception from the tax deductibility limitations of Code Section 162(m).


 


Z.           “PERFORMANCE
SHARE” means an Award granted to a Participant (other than a Non-Employee Director), as described in Article X herein, that
shall have an initial value equal to the Fair Market Value of a Share on the date of grant.


 


AA.       “PERFORMANCE
UNIT” means an Award granted to a Participant (other than a Non-Employee Director), as described in Article X herein, that
shall have an initial value that is established by the Committee on the date of grant.


 


BB.         “PERIOD
OF RESTRICTION” means the period during which the transfer of Shares of Restricted Stock or Restricted Stock Units is limited
in some way (based on the passage of time, the achievement of performance goals or upon the occurrence of other events as determined
by the Committee, at its discretion, as specified in the Award Agreement), and the Shares are subject to a substantial risk of
forfeiture, as provided in Article VIII and Article IX herein.


 


CC.          “PERSON”
shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof,
including a “group” as defined in Section 13(d) thereof.


 


DD.          “RESTRICTED
STOCK” means an Award granted to a Participant pursuant to Article VIII herein.


 


EE.          “RESTRICTED
STOCK UNIT” or “RSU” means an award granted to a Participant pursuant to Article IX herein.


 


FF.          “SEPARATION
FROM SERVICE” means a termination of employment or other separation from service as described in Code Section 409A and the
regulations thereunder.


 


GG.          “SHARES”
means the shares of common stock of the Company.


 


HH.          “SPECIFIED
EMPLOYEE”means, with respect to the Company or any of its Subsidiaries, and determined as of the date of an individual’s
separation from service from the Company (1) any officer during the prior twelve (12) month period with annual compensation in
excess of $170,000 (as adjusted from time to time under the Code), (2) a 5-percent owner of the Company’s outstanding equity
stock during the prior twelve (12) month period or (3) a 1-percent owner of the Company’s outstanding equity stock during
the prior (12) month period with annual compensation in excess of $150,000 (as adjusted from time under Code), provided that the
Company or any of its Subsidiaries is publicly-traded within the meaning of Code Section 409A on the date of determination.


 




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II.          “STOCK
APPRECIATION RIGHT” or “SAR” means an Award, granted alone or, in connection with a related Option, designated
as an SAR, pursuant to the terms of Article VII herein.


 


JJ.          “SUBSIDIARY”
means any corporation, partnership, joint venture or other entity in which the Company has a majority voting interest (including
all divisions, affiliates and related entities).


 


KK.          “TANDEM
SAR” means an SAR that is granted in connection with a related Option pursuant to Article VII herein, the exercise of which
shall require forfeiture of the right to purchase a Share under the related Option (and when a Share is purchased under the Option,
the Tandem SAR shall similarly be canceled).


 


III.         ADMINISTRATION


 


A.          THE
COMMITTEE. The Plan shall be administered by the Committee of the Board consisting of not less than two Directors who meet the
“Non-Employee Director” requirements of Rule 16b-3 promulgated by the Securities and Exchange Commission under the
Exchange Act, the “Independent Director” requirements of NYSE MKT Rule 803(a), and the outside director requirements
of Code Section 162(m), or by any other committee appointed by the Board, provided the members of such committee meet such requirements.


 


B.           AUTHORITY
OF THE COMMITTEE. Except as limited by law or by the Articles of Incorporation or Bylaws of the Company, and subject to the provisions
herein, the Committee shall have full power to select Employees and Non-Employee Directors who shall participate in the Plan; determine
the sizes and types of Awards; determine the terms and conditions of Awards in a manner consistent with the Plan; construe and
interpret the Plan and any agreement or instrument entered into under the Plan; establish or amend rules and regulations for the
Plan’s administration; and (subject to the provisions of Article XV herein) amend the terms and conditions of any outstanding
Award to the extent such terms and conditions are within the discretion of the Committee as provided in the Plan. Further, the
Committee is empowered hereby to make all other determinations which may be necessary or advisable for the administration of the
Plan. As permitted by law, the Committee may delegate its authority as identified herein.


 


C.           DECISIONS
BINDING. All determinations and decisions made by the Committee pursuant to the provisions of the Plan and all related orders and
resolutions of the Board shall be final, conclusive and binding on all persons, including the Company, its stockholders, Directors,
Employees, Participants and their estates and beneficiaries.


 


IV.         SHARES
SUBJECT TO THE PLAN AND MAXIMUM AWARDS


 


A.           NUMBER
OF SHARES AVAILABLE FOR GRANTS. Subject to Sections IV.B and IV.C herein, the maximum number of Shares with respect to which Awards
may be granted to Participants under the Plan shall be Eight Million One-Hundred Thousand (8,100,000). Shares issued under the
Plan may be either authorized but unissued Shares, treasury Shares or any combination thereof.


 




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Unless and until the Committee
determines that an Award to a Covered Employee is not designed to comply with the Performance-Based Exception, the following rules
shall apply to grants of Awards to Covered Employees under the Plan, subject to Sections IV.B and IV.C.


 


1.           STOCK
OPTIONS: The maximum aggregate number of Shares that may be subject to Stock Options granted in any one fiscal year to any one
Participant shall be two hundred thousand (200,000).


 


2.           SARs:
The maximum aggregate number of Shares that may be granted in the form of SARs granted in any one fiscal year to any one Participant
shall be two hundred thousand (200,000).


 


3.           RESTRICTED
STOCK: The maximum aggregate grant with respect to Awards of Restricted Stock which are granted in any one fiscal year to any one
Participant shall be one hundred thousand (100,000) Shares.


 


4.           RESTRICTED
STOCK UNITS: The maximum aggregate payment (determined as of the date of grant) with respect to Awards of RSUs granted in any one
fiscal year to any one Participant shall be equal to the Fair Market Value of one hundred thousand (100,000) Shares; provided,
however, that the maximum aggregate grant of Restricted Stock and RSUs for any one fiscal year shall be coordinated so that in
no event shall any one Participant be awarded more than the Fair Market Value of one hundred thousand (100,000) Shares taking into
account all such grants.


 


5.           PERFORMANCE
SHARES: The maximum aggregate payout (determined as of the event of the applicable performance period) with respect to Awards of
Performance Shares which are granted in any one fiscal year to any one Participant shall be equal to the Fair Market Value of one
hundred fifty thousand (150,000) Shares.


 


6.           PERFORMANCE
UNITS: The maximum aggregate payout (determined as of the end of the applicable performance period) with respect to Awards of Performance
Units which are granted in any one fiscal year to any one Participant shall be equal to one million five hundred thousand dollars
($1,500,000).


 


B.           ADJUSTMENTS
FOR AWARDS AND PAYOUTS. Unless determined otherwise by the Committee, the following Awards and payouts will reduce, on a one-for-one
basis, the number of Shares available for issuance under the Plan:


 


1.          An
Award of an Option;


 


2.          An
Award of a SAR;


 




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3.          An
Award of Restricted Stock;


 


4.          A
payout of a Performance Share Award in Shares; and


 


5.          A
payout of a Performance Units Award in Shares.


 


Unless determined otherwise
by the Committee, unless a Participant has received a benefit of ownership such as dividend or voting rights with respect to the
Award, the following transactions will restore, on a one-for-one basis, the number of Shares available for issuance under the Plan:


 


1.           A
payout of a SAR or a Tandem SAR in cash;


 


2.           A
cancellation, termination, expiration, forfeiture or lapse for any reason (with the exception of the termination of a Tandem SAR
upon exercise of the related Options, or the termination of a related Option upon exercise of the corresponding Tandem SAR) of
any Award payable in Shares;


 


3.           Shares
tendered in payment of the exercise price of an Option;


 


4.           Shares
withheld for payment of federal, state or local taxes;


 


5.           Shares
repurchased by the Company with proceeds collected in connection with the exercise of outstanding Options; and


 


6.           The
net Shares issued in connection with the exercise of SARs (as opposed to the full number of Shares underlying the exercised portion
of the SAR).


 


C.           ADJUSTMENTS
IN AUTHORIZED SHARES. In the event of any change in corporate capitalization such as a stock split or stock dividend, or a corporate
transaction such as any merger, consolidation, separation, including a spin-off, or other distribution of stock or property of
the Company, any reorganization (whether or not such reorganization comes within the definition of such term in Code Section 368)
or any partial or complete liquidation of the Company, such adjustment shall be made in the number and class of Shares which are
reserved and may be delivered under Section IV.A, in the number and class of and/or price of Shares subject to outstanding Awards
granted under the Plan, and in the Award limits set forth in subsections IV.A.1 through IV.A.6, inclusive as may be determined
to be appropriate and equitable by the Committee, in its sole discretion, to prevent dilution or enlargement of rights; provided,
however, that the number of Shares subject to any Award shall always be a whole number.


 




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		V.	ELIGIBILITY AND PARTICIPATION



 


A.           ELIGIBILITY.
Persons eligible to participate in this Plan include officers and certain key salaried Employees of the Company with potential
to contribute to the success of the Company or its Subsidiaries, including Employees who are members of the Board. Notwithstanding
the foregoing, Non-Employee Directors of the Company or consultants shall be eligible to participate in the Plan with respect to
Awards of Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock and RSUs, as specified in Article VI, Article
VII, Article VIII and Article IX. Except as otherwise specifically provided in this Plan, the Committee shall determine the terms
and conditions of any such Awards to Non-Employee Directors, including the terms and conditions which shall apply upon a termination
of the Non-Employee Director’s service as a member of the Board, and shall have full power and authority in its discretion
to administer such Awards, subject to the terms of the Plan and applicable law.


 


B.           ACTUAL
PARTICIPATION. Subject to the provisions of the Plan, the Committee may, from time to time, select in its sole and broad discretion,
upon or without the recommendation of officers of the Company, from all eligible Employees those to whom Awards shall be granted,
and shall determine the nature and amount of each Award.


 


VI.         STOCK
OPTIONS


 


A.           GRANT
OF OPTIONS. Subject to the terms and provisions of the Plan, Options may be granted to Participants in such number, and upon such
terms, and at any time and from time to time as shall be determined by the Committee. For purposes of this Article VI, with respect
to NQSOs only, the term “Participant” shall include Non-Employee Directors and consultants of the Company.


 


B.           AWARD
AGREEMENT. Each Option grant shall be evidenced by an Award Agreement that shall specify the Option Price, the duration of the
Option, the number of Shares to which the Option pertains, and such other provisions as the Committee shall determine. The Award
Agreement also shall specify whether the Option is intended to be an ISO within the meaning of Code Section 422, or an NQSO, whose
grant is intended not to fall under the provisions of Code Section 422.


 


C.           OPTION
PRICE. The Option Price for each grant of an Option under this Plan shall be at least equal to one hundred percent (100%) of the
Fair Market Value of a Share on the date the Option is granted. Notwithstanding the foregoing, no ISO shall be granted to any person
who, immediately prior to the grant, owns stock possessing more than ten percent (10%) of the total combined voting power of all
classes of stock of the Company, unless the Option Price is at least one hundred ten percent (110%) of the Fair Market Value of
a Share on the date of grant of the Option.


 


D.           DURATION
OF OPTIONS. Each Option granted to a Participant shall expire at such time as the Committee shall determine at the time of grant;
provided, however, that no Option shall be exercisable later than the tenth (10th) anniversary following the date of
its grant and provided further that no Option that is an ISO shall be exercisable later than the fifth (5th) anniversary
following the date of its grant to a Participant, who at the time of such grant owns stock possessing more than ten percent (10%)
of the total combined voting power of all classes of stock of the Company.


 


E.           EXERCISE
OF OPTIONS. Options granted under this Article VI shall be exercisable at such times and be subject to such restrictions and conditions
as the Committee shall in each instance approve, which need not be the same for each grant or for each Participant.


 




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F.           PAYMENT.
Options granted under this Article VI shall be exercised by the delivery of a written notice of exercise to the Company, setting
forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares.


 


The Option Price upon exercise
of any Option shall be payable to the Company in full either: (a) in cash or its equivalent; or (b) by tendering previously acquired
Shares having an aggregate Fair Market Value at the time of exercise equal to the total Option Price (provided that the Shares
which are tendered must have been held by the Participant for at least six months prior to their tender to satisfy the Option Price);
or (c) by a combination of (a) and (b).


 


The Committee, in its discretion,
may also (a) allow cashless exercise as permitted under Federal Reserve Board’s Regulation T, subject to applicable securities
law restrictions, (b) cashless exercise by the Participant by the Company’s withholding of Shares issuable upon exercise
of an Option, or (c) by any other means which the Committee determines to be consistent with the Plan’s purpose and applicable
law.


 


Subject to any governing
rules or regulations, as soon as practicable after receipt of a written notification of exercise and full payment, the Company
shall deliver to the Participant, in the Participant’s name, Share certificates in an appropriate amount based upon the number
of Shares purchased under the Option(s).


 


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


 


H.           TERMINATION
OF EMPLOYMENT BY A PARTICIPANT WHO IS AN EMPLOYEE. With respect to a Participant who is an Employee, each Option Award Agreement
shall set forth the extent to which the Participant shall have the right to exercise the Option following termination of the Participant’s
employment with the Company, with the exception of a termination of employment after a Change in Control, which is controlled by
Article XVII. Such provisions shall be determined in the sole discretion of the Committee but shall conform to the limitations
established in Section VI.D, shall be included in the Award Agreement entered into with each Participant, need not be uniform among
all Options issued pursuant to this Article VI, and may reflect distinctions based on the reasons for termination of employment.


 


I.           NONTRANSFERABILITY
OF OPTIONS.


 


1.           INCENTIVE
STOCK OPTIONS. No ISO granted under the Plan may be sold, transferred, pledged, assigned or otherwise alienated or hypothecated,
other than by will or by the laws of descent and distribution. Further, all ISOs granted to a Participant under the Plan shall
be exercisable during his or her lifetime only by such Participant or the Participant’s legal representative (to the extent
permitted under Code Section 422).


 




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2.           NONQUALIFIED
STOCK OPTIONS. No NQSO granted under this Article VI may be sold, transferred, pledged, assigned or otherwise alienated or hypothecated,
other than by will or by the laws of descent and distribution. Further, except as otherwise provided in a Participant’s Award
Agreement, all NQSOs granted to a Participant under this Article VI shall be exercisable during his or her lifetime only by such
Participant or the Participant’s legal representative.


 


VII.        STOCK
APPRECIATION RIGHTS


 


A.           GRANT
OF SARS. Subject to the terms and conditions of the Plan, SARs may be granted to Participants at any time and from time to time
as shall be determined by the Committee. The Committee may grant Freestanding SARs, Tandem SARs or any combination of these forms
of SAR. For purposes of this Article VII, the term “Participant” shall include Non-Employee Directors of the Company
and consultants; provided, however, that a Tandem SAR may not be granted to a Non-Employee Director or consultant unless the related
Option is a NQSO.


 


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


 


The grant price of a Freestanding
SAR shall equal the Fair Market Value of a Share on the date of grant of the SAR. The grant price of Tandem SARs shall equal the
Option Price of the related Option.


 


B.           EXERCISE
OF TANDEM SARS. Tandem SARs may be exercised for all or part of the Shares subject to the related Option upon the surrender of
the right to exercise the equivalent portion of the related Option. A Tandem SAR may be exercised only with respect to the Shares
for which its related Option is then exercisable.


 


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


 


C.           EXERCISE
OF FREESTANDING SARS. Freestanding SARs may be exercised upon whatever terms and conditions the Committee, in its sole discretion,
imposes upon them.


 


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


 




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


 


F.           PAYMENT
OF SAR AMOUNT. Upon exercise of an SAR, a Participant shall be entitled to receive payment from the Company in an amount determined
by multiplying:


 


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


 


2.           the
number of Shares with respect to which the SAR is exercised.


 


At the discretion of the
Committee, the payment upon SAR exercise may be in cash, in Shares of equivalent value, or in some combination thereof. The Committee’s
determination regarding the form of SAR payout shall be set forth in the Award Agreement pertaining to the grant of the SAR.


 


G.           TERMINATION
OF EMPLOYMENT BY A PARTICIPANT WHO IS AN EMPLOYEE. With respect to a Participant who is an Employee, each SAR Award Agreement shall
set forth the extent to which the Participant shall have the right to exercise the SAR following termination of the Participant’s
employment with the Company and/or its Subsidiaries, with the exception of a termination of employment that occurs after a Change
in Control, which is controlled by Article XVII. Such provisions shall be determined in the sole discretion of the Committee, shall
be included in the Award Agreement entered into with Participants, need not be uniform among all SARs issued pursuant to the Plan
and may reflect distinctions based on the reasons for termination of employment.


 


H.           NONTRANSFERABILITY
OF SARS. No SAR granted under the Plan may be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, other
than by will or by the laws of descent and distribution. Further, except as otherwise provided in a Participant’s Award Agreement,
all SARs granted to a Participant under the Plan shall be exercisable during his or her lifetime only by such Participant or the
Participant’s legal representative.


 


VIII.       RESTRICTED
STOCK


 


A.           GRANT
OF RESTRICTED STOCK. Subject to the terms and provisions of the Plan, the Committee, at any time and from time to time, may grant
Shares of Restricted Stock to Participants in such amounts as the Committee shall determine. For purposes of this Article VIII,
the term “Participant” shall include Non-Employee Directors of the Company and consultants.


 


B.           RESTRICTED
STOCK AGREEMENT. Each Restricted Stock grant shall be evidenced by a Restricted Stock Award Agreement that shall specify the Period(s)
of Restriction, the number of Shares of Restricted Stock granted and such other provisions as the Committee shall determine.


 




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C.           NONTRANSFERABILITY.
Except as provided in this Article VIII and subject to federal securities laws, the Shares of Restricted Stock granted under the
Plan may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated until the end of the applicable Period
of Restriction established by the Committee and specified in the Restricted Stock Award Agreement, or upon earlier satisfaction
of any other conditions, as specified by the Committee in its sole discretion and as set forth in the Restricted Stock Award Agreement.
All rights with respect to the Restricted Stock granted to a Participant under the Plan shall be available during his or her lifetime
only to such Participant or the Participant’s legal representative for the Period of Restriction.


 


D.           OTHER
RESTRICTIONS. Subject to Article XI herein, the Committee may impose such other conditions and/or restrictions on any Shares of
Restricted Stock granted pursuant to the Plan as it may deem advisable including, without limitation, a requirement that Participants
pay a stipulated purchase price for each Share of Restricted Stock, restrictions based upon the achievement of specific performance
goals (Company-wide, divisional and/or individual), time-based restrictions on vesting following the attainment of the performance
goals and/or restrictions under applicable federal or state securities laws.


 


The Company may retain
the certificates representing Shares of Restricted Stock in the Company’s possession until such time as all conditions and/or
restrictions applicable to such Shares have been satisfied.


 


Except as otherwise provided
in this Article VIII and subject to Federal securities laws, Shares of Restricted Stock covered by each Restricted Stock grant
made under the Plan shall become freely transferable by the Participant after the last day of the applicable Period of Restriction.


 


E.           VOTING
RIGHTS. Participants holding Shares of Restricted Stock granted hereunder may be granted the right to exercise full voting rights
with respect to those Shares during the Period of Restriction.


 


F.           DIVIDENDS
AND OTHER DISTRIBUTIONS. During the Period of Restriction, Participants holding Shares of Restricted Stock granted hereunder shall
be credited with regular cash dividends paid with respect to the underlying Shares while they are so held. The Committee may apply
any restrictions to the dividends that the Committee deems appropriate. Without limiting the generality of the preceding sentence,
if the grant or vesting of Restricted Stock granted to a Covered Employee is designed to comply with the requirements of the Performance-Based
Exception, the Committee may apply any restrictions it deems appropriate to the payment of dividends declared with respect to such
Restricted Stock, such that the dividends and/or the Restricted Stock maintain eligibility for the Performance-Based Exception.
Notwithstanding anything to the contrary herein, (i) dividends accrued on Restricted Stock will only be paid if the Restricted
Stock vests; and (ii) for any Award that is governed by Code Section 409A regarding non-qualified deferred compensation, the Committee
shall establish the schedule of any payments of dividends in accordance with the requirements of Code Section 409A or any guidance
promulgated thereunder.


 




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G.           TERMINATION
OF EMPLOYMENT BY A PARTICIPANT WHO IS AN EMPLOYEE. With respect to a Participant who is an Employee, each Restricted Stock Award
Agreement shall set forth the extent to which the Participant shall have the right to receive nonvested Restricted Shares following
termination of the Participant’s employment with the Company. Such provisions shall be determined in the sole discretion
of the Committee, shall be included in the Award Agreement entered into with each Participant, need not be uniform among all Shares
of Restricted Stock issued pursuant to the Plan and may reflect distinctions based on the reasons for termination of employment.


 


H.           VESTING
OF RESTRICTED STOCK AWARDS. Unless otherwise provided in the Plan or under an Award Agreement: (1) all Awards of Restricted Stock
that vest based on the passage of time which are granted to a Participant shall vest no more rapidly than pro-rata over a three
(3) year period from the date of grant (the “Time-Based Restricted Stock”); and (2) all Awards of Restricted Stock
that vest based on the achievement of specific measures designed to satisfy the Performance-Based Exception or other performance
measures which are granted to a Participant shall vest no more rapidly than one (1) year from the date of grant (the “Performance-Based
Restricted Stock”); provided, however: (1) up to ten percent (10%) of the Time-Based Restricted Stock Awards, Performance-Based
Restricted Stock Awards, or both, may by designation of the Committee (as reflected in the Restricted Stock Award Agreement), be
subject to a more accelerated time-based vesting schedule or performance-based vesting schedule, as the case may be; and (2) Restricted
Stock Awards which fully vest upon certain termination events as determined by the Committee and specified in the Employee’s
Restricted Stock Award Agreement (or as a result of termination from the Board as a Non-Employee Director pursuant to Section VIII.I.3.f.)
or a Change in Control shall not count as part of this ten percent (10%) pool.


 


I.            ADDITIONAL
PROVISIONS RELATED TO RESTRICTED STOCK AWARDS TO NON-EMPLOYEE DIRECTORS.


 


1.           AWARD
DATES. Effective as of the date specified by the Committee in its sole discretion, each Non-Employee Director will be awarded such
number of Shares of Restricted Stock as determined by the Board, after consideration of the recommendation of the Committee. Non-Employee
Directors may, but need not, be awarded the same number of Shares of Restricted Stock. A Non-Employee Director who is first elected
to the Board on a date subsequent to the date specified by the Committee in its sole discretion will be awarded such number of
Shares of Restricted Stock as of such date of election as determined by the Board, after consideration of the recommendation of
the Committee.


 


2.           DIVIDEND
RIGHTS OF HOLDERS OF RESTRICTED STOCK. Notwithstanding Section VIII.F., upon issuance of a Restricted Stock Agreement, the Non-Employee
Director in whose name the Restricted Stock Agreement is registered will, subject to the provisions of the Plan have the right
to receive cash dividends and other cash distributions thereon.


 


3.           PERIOD
OF RESTRICTION. Restricted Stock will be subject to the restrictions set forth in Section VIII.I.4. and the other provisions of
the Plan during the Period of Restriction commencing on the date as of which the Restricted Stock is awarded (the “Award
Date”) and ending on the earliest of the first to occur of the following:


 




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a.            the
retirement of the Non-Employee Director from the Board in compliance with the Board’s retirement policy as then in effect;


 


b.            the
termination of the Non-Employee Director’s service on the Board as a result of the Non-Employee Director’s not being
nominated for reelection by the Board;


 


c.            the
termination of the Non-Employee Director’s service on the Board because of the Non-Employee Director’s resignation
or failure to stand for reelection with the consent of the Company’s Board (which means approval by at least 80% of the Directors
voting, with the affected Non-Employee Director abstaining);


 


d.            the
termination of the Non-Employee Director’s service on the Board because the Non-Employee Director, although nominated for
reelection by the Board, is not reelected by the stockholders;


 


e.            the
termination of the Non-Employee Director’s service on the Board because of (i) the Non-Employee’s Director’s
resignation at the request of the Nominating and Governance Committee of the Board (or successor committee), (ii) the Non-Employee
Director’s removal by action of the stockholders or by the Board, or (iii) a Change in Control of the Company;


 


f.            the
termination of the Non-Employee Director’s service on the Board because of Disability or death; or


 


g.           the
vesting of the Restricted Stock.


 


Section VIII.I.3.a.
through g. above are subject to the further restrictions that a removal or resignation for “Cause” will be deemed to
not constitute completion of the Period of Restriction and will result in a forfeiture of Restricted Stock not previously vested
under Section VIII.I.4. For purposes of this Plan, “Cause” will be a good faith determination by the Board that the
Non-Employee Director (i) failed to substantially perform his or her duties (other than a failure resulting from his or her incapacity
due to physical or mental illness) after a written demand for substantial performance has been delivered to him or her by the Board,
which demand specifically identifies the manner in which the Board believes such Non-Employee Director has not substantially performed
his or her duties; (ii) has engaged in conduct the consequences of which are materially adverse to the Company, monetarily or otherwise;
or (iii) has pleaded guilty or nolo contendere to or been convicted of a felony. The Non-Employee Director will not be deemed
to have been terminated for Cause unless there will have been delivered to the Non-Employee Director a letter from the Board setting
forth the reasons for the Company’s termination of the Non-Employee Director for Cause and, with respect to (i) or (ii),
stating that the Non-Employee Director has failed to cure such reason for termination within thirty (30) days after the Non-Employee
Director’s receipt of such notice.


 




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4.           FORFEITURE
OF RESTRICTED STOCK. As of the date (“Termination Date”) a Non-Employee Director ceases to be a member of the Board
for any reason, including but not limited to removal or resignation for Cause, the Non-Employee Director shall forfeit to the Company
all Restricted Stock awarded to the Non-Employee Director for which the Period of Restriction has not ended pursuant to Section
VIII.I.3. as of or prior to the Termination Date.


 


IX.         RESTRICTED
STOCK UNITS


 


A.          GRANT
OF RESTRICTED STOCK UNITS. Subject to the terms of the Plan, RSUs may be granted to Participants in such amounts and upon such
terms, and at any time and from time to time, as shall be determined by the Committee. For purposes of this Article IX, the term
“Participant” shall include Non-Employee Directors of the Company and consultants.


 


B.           RESTRICTED
STOCK UNIT AGREEMENT. Each RSU grant shall be evidenced by a Restricted Stock Unit Award Agreement that shall specify the Period(s)
of Restriction, the number of RSUs granted, and such other provisions as the Committee may determine.


 


C.           VALUE
OF RESTRICTED STOCK UNIT. Each RSU shall have a value that is equal to the Fair Market Value of a Share on the date of grant.


 


D.           FORM
AND TIMING OF PAYMENT OF RESTRICTED STOCK UNITS. Settlement of vested RSUs may be made in the form of (i) cash, (ii) Shares or
(iii) any combination of both, as determined by the Committee at the time of the grant of the RSUs, in its sole discretion. Vested
RSUs shall be settled in a lump sum as soon as administratively practicable after the vesting date, but in no event later than
two and one-half (2 1⁄2) months following the vesting date. The amount of such settlement shall be equal to the Fair Market
Value of the RSUs on the vesting date.


 


E.           DIVIDEND
EQUIVALENTS. Each RSU shall be credited with an amount equal to the dividends paid on a Share between the date of grant and the
date such RSU is paid to the Participant (if at all). Dividend equivalents shall vest, if at all, upon the same terms and conditions
governing the vesting of RSUs under the Plan. Payment of the dividend equivalent shall be made at the same time as payment of the
RSU and shall be made without interest or other adjustment. If the RSU is forfeited, the Participant shall have no right to dividend
equivalents.


 


F.           VOTING
RIGHTS. The holders of RSUs shall have no voting rights.


 




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G.           NONTRANSFERABILITY.
RSUs may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by laws of
descent and distribution.


 


X.          PERFORMANCE
UNITS AND PERFORMANCE SHARES


 


A.           GRANT
OF PERFORMANCE UNITS/SHARES. Subject to the terms of the Plan, Performance Units and/or Performance Shares may be granted to Participants
in such amounts and upon such terms, and at any time and from time to time, as shall be determined by the Committee.


 


B.           PERFORMANCE
UNIT/SHARE AGREEMENT. Each Performance Unit or Performance Share grant shall be evidenced by a Performance Unit or Performance
Share Award Agreement, as the case may be, that shall specify the number of Performance Units or Performance Shares granted and
such other provisions as the Committee may determine.


 


C.           VALUE
OF PERFORMANCE UNITS/SHARES. Each Performance Unit shall have an initial value that is established by the Committee at the time
of grant. Each Performance Share shall have an initial value equal to the Fair Market Value of a Share on the date of grant. The
Committee shall set performance goals in its discretion which, depending on the extent to which they are met, will determine the
number and/or value of Performance Units/Shares that will be paid out to the Participant. For purposes of this Article X, the time
period during which the performance goals must be met shall be called a “Performance Period.”


 


D.           EARNING
OF PERFORMANCE UNITS/SHARES. Subject to the terms of this Plan, after the applicable Performance Period has ended, the holder of
Performance Units/Shares shall be entitled to receive payout on the number and value of Performance Units/Shares earned by the
Participant over the Performance Period, to be determined as a function of the extent to which the corresponding performance goals
have been achieved.


 


E.           FORM
AND TIMING OF PAYMENT OF PERFORMANCE UNITS/SHARES. Payment of earned Performance Units/Shares shall be made in a single lump sum
following the close of the applicable Performance Period. Subject to the terms of this Plan, the Committee, in its sole discretion,
may pay earned Performance Units/Shares in the form of cash or in Shares (or in a combination thereof) which have an aggregate
Fair Market Value equal to the value of the earned Performance Units/Shares at the close of the applicable Performance Period.
Such Shares may be granted subject to any restrictions deemed appropriate by the Committee. The determination of the Committee
with respect to the form of payout of such Awards shall be set forth in the Award Agreement pertaining to the grant of the Award.
Payment shall be made no later than two and one-half (2 1⁄2) months following the close of the Performance Period.


 


F.           SEPARATION
FROM SERVICE DUE TO DEATH OR DISABILITY. In the event the Participant incurs a Separation From Service by reason of death or Disability
during a Performance Period, the Participant shall not receive a payout of the Performance Units/Shares, unless determined otherwise
by the Committee or set forth in the Participant’s Award Agreement.


 




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Payment of earned Performance
Units/Shares shall be made at a time specified by the Committee in its sole discretion and set forth in the Participant’s
Award Agreement.


 


G.           TERMINATION
OF EMPLOYMENT FOR OTHER REASONS. In the event that a Participant’s employment terminates for any reason other than those
reasons set forth in Section X.F. herein, all Performance Units/Shares intended to qualify for the Performance-Based Exception
shall be forfeited by the Participant to the Company.


 


H.           NONTRANSFERABILITY.
Except as otherwise provided in a Participant’s Award Agreement, Performance Units/Shares may not be sold, transferred, pledged,
assigned or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Further, except
as otherwise provided in a Participant’s Award Agreement, a Participant’s rights under the Plan shall be exercisable
during the Participant’s lifetime only by the Participant or the Participant’s legal representative.


 


I.           NO
DIVIDEND AND VOTING RIGHTS. Participants will not be entitled to receive any dividends declared with respect to Shares which have
been earned in connection with grants of Performance Units and/or Performance Shares, but not yet distributed to Participants nor
shall Participants have voting rights with respect to such Shares.


 


XI.         PERFORMANCE
MEASURES


 


Unless and until the Committee
proposes for stockholder vote and the Company’s stockholders approve a change in the general performance measures set forth
in this Article XI, the attainment of which may determine the degree of payout and/or vesting with respect to Awards to Covered
Employees which measures are designed to qualify for the Performance-Based Exception, the performance measure(s) to be used for
purposes of such grants may be measured at the Company level, at a Subsidiary or Affiliate level, or at an operating unit level
and shall be chosen from among the following: net income either before or after taxes (including adjusted net income), share price,
earnings per share (basic or diluted), total stockholder return, return on assets, return on equity, operating income, return on
capital or investment, cash flow or adjusted cash flow from operations, economic value added or adjusted cash flow per Share (net
income plus or minus change in operating assets and liabilities), debt level, cost reduction targets, and equity ratios.


 


The Committee shall have
the discretion to adjust the determinations of the degree of attainment of the preestablished performance goals; provided, however,
that Awards which are designed to qualify for the Performance-Based Exception, and which are held by Covered Employees, may not
be adjusted upward (the Committee shall retain the discretion to adjust such Awards downward).


 


In the event that applicable
tax and/or securities laws or exchange listing standards change to permit Committee discretion to alter the governing performance
measures without obtaining stockholder approval of such changes, the Committee shall have sole discretion to make such changes
without obtaining stockholder approval. In addition, in the event that the Committee determines that it is advisable to grant Awards
which shall not qualify for the Performance-Based Exception, the Committee may make such grants without satisfying the requirements
of Code Section 162(m).


 




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In the case of any Award
which is granted subject to the condition that a specified performance measure be achieved, no payment under such Award shall be
made prior to the time that the Committee certifies in writing that the performance measure has been satisfied, in accordance with
Internal Revenue Service requirements. No such certification is required, however, in the case of an Award that is based solely
on an increase in the value of a Share from the date such Award was made.


 


XII.        BENEFICIARY
DESIGNATION


 


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


 


XIII.       DEFERRALS


 


The Committee may permit
or require a Participant to defer such Participant’s receipt of the payment of cash or the delivery of Shares that would
otherwise be due to such Participant by virtue of the exercise of an Option or SAR, the lapse or waiver of restrictions with respect
to Restricted Stock or Restricted Stock Units, or the satisfaction of any requirements or goals with respect to Performance Units/Shares.
If any such deferral election is required or permitted, the Committee shall, in its sole discretion, establish rules and procedures
for such payment deferrals, provided, however, all deferrals shall be made in accordance with all applicable requirements of Code
Section 409A or any guidance promulgated thereunder.


 


XIV.       RIGHTS
OF EMPLOYEES


 


A.           EMPLOYMENT.
Nothing in the Plan shall interfere with or limit in any way the right of the Company to terminate any Participant’s employment
at any time, nor confer upon any Participant any right to continue in the employ of the Company.


 


B.           PARTICIPATION.
No Employee shall have the right to be selected to receive an Award under this Plan or, having been so selected, to be selected
to receive a future Award.


 


XV.        AMENDMENT,
MODIFICATION, TERMINATION AND ADJUSTMENTS


 


A.           AMENDMENT,
MODIFICATION, AND TERMINATION. Subject to the terms of the Plan, the Board, upon recommendation of the Committee, may at any time
and from time to time, alter, amend, suspend or terminate the Plan in whole or in part for any purpose which the Committee deems
appropriate and that is otherwise consistent with Code Section 409A; provided, however, no amendment shall, without shareholder
approval, (i) materially increase the benefits accruing to Participants under the Plan; (ii) materially increase the number of
securities which may be issued under the Plan; or (iii) materially modify the requirements for participation in the Plan.


 




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Except in connection with
a corporate transaction involving the Company (including, without limitation, any stock dividend, stock split, extraordinary cash
dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, or exchange of shares), the
terms of outstanding Awards may not be amended to reduce the exercise price of outstanding Options or SARs or cancel outstanding
Options or SARs in exchange for cash, other awards or Options or SARs with an exercise price that is less than the exercise price
of the original Options or SARs without shareholder approval.


 


B.           ADJUSTMENT
OF AWARDS UPON THE OCCURRENCE OF CERTAIN UNUSUAL OR NONRECURRING EVENTS. The Committee may make adjustments in the terms and conditions
of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including, without limitation, the events
described in Section IV.C. hereof) affecting the Company or the financial statements of the Company or of changes in applicable
laws, regulations or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to
prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan; provided that
unless the Committee determines otherwise, no such adjustment shall be authorized to the extent that such authority would be inconsistent
with the Plan or Awards meeting the requirements of Code Sections 162(m) and 409A, as from time to time amended.


 


C.           AWARDS
PREVIOUSLY GRANTED. Notwithstanding any other provision of the Plan to the contrary (but subject to Section XV.B. hereof), no termination,
amendment or modification of the Plan shall adversely affect in any material way any Award previously granted under the Plan without
the written consent of the Participant holding such Award.


 


D.           COMPLIANCE
WITH CODE SECTION 162(m). At all times when Code Section 162(m) is applicable, all Awards granted under this Plan shall comply
with the requirements of Code Section 162(m); provided, however, that in the event the Committee determines that such compliance
is not desired with respect to any Award or Awards available for grant under the Plan, then compliance with Code Section 162(m)
will not be required. In addition, in the event that changes are made to Code Section 162(m) to permit greater flexibility with
respect to any Award or Awards available under the Plan, the Committee may, subject to this Article XV, make any adjustments it
deems appropriate consistent with the changes made to Code Section 162(m).


 




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XVI.       PAYMENT
OF PLAN AWARDS AND CONDITIONS THEREON


 


A.           EFFECT
OF COMPETITIVE ACTIVITY. Anything contained in the Plan to the contrary notwithstanding, unless otherwise covered in an employment
agreement by and between the Company and the Participant, with respect to any Participant who is an Employee, if the employment
of any Participant shall terminate, for any reason other than death, while any Award to such Participant is outstanding hereunder,
and such Participant has not yet received the Shares covered by such Award or otherwise received the full benefit of such Award,
such Participant, if otherwise entitled thereto, shall receive such Shares or benefit only if, during the entire period from the
date of such Participant’s termination to the date of such receipt, such Participant shall have earned such Award by making
himself or herself available, upon request, at reasonable times and upon a reasonable basis, to consult with, supply information
to, and otherwise cooperate with the Company or any Subsidiary or Affiliate thereof with respect to any matter that shall have
been handled by him or her or under his or her supervision while he or she was in the employ of the Company or of any Subsidiary
or Affiliate thereof.


 


B.           NONFULFILLMENT
OF COMPETITIVE ACTIVITY CONDITIONS; WAIVERS UNDER THE PLAN. In the event of a Participant’s nonfulfillment of any condition
set forth in Section XVI.A. hereof, such Participant’s rights under any Award shall be forfeited and canceled forthwith;
provided, however, that the nonfulfillment of such condition may at any time (whether before, at the time of, or subsequent to
termination of employment) be waived by the Committee upon its determination that in its sole judgment there shall not have been
and will not be any substantial adverse effect upon the Company or any Subsidiary or Affiliate thereof by reason of the nonfulfillment
of such condition.


 


XVII.     CHANGE
IN CONTROL


 


A.           TREATMENT
OF OUTSTANDING AWARDS. Notwithstanding any provisions in the Participant’s Employment Agreement to the contrary, but subject
to Section XVII.B. herein or the Plan governing the particular Award, upon the occurrence of a Change in Control:


 


1.           any
and all Options and SARs granted hereunder shall become fully-vested and immediately exercisable;


 


2.           any
Periods of Restriction and restrictions imposed on Restricted Stock or RSUs which are not intended to qualify for the Performance-Based
Exception shall lapse; and


 


3.           any
Award intended to qualify for the Performance-Based Exception shall be earned in accordance with the applicable Award Agreement.


 


B.           TERMINATION,
AMENDMENT AND MODIFICATIONS OF CHANGE-IN-CONTROL PROVISIONS. Notwithstanding any other provision of the Plan or any Award Agreement
provision, the provisions of this Article XVII may not be terminated, amended or modified on or after the date of an event, commencing
upon material discussions by the Board respecting a possible transaction that would result in a Change in Control, which is likely
to give rise to a Change in Control to affect adversely any Award theretofore granted under the Plan without the prior written
consent of the Participant with respect to said Participant’s outstanding Awards.


 


XVIII.    TAX
PROVISIONS


 


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


 




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B.           SHARE
WITHHOLDING. With respect to withholding required upon the exercise of Options or SARs, upon the lapse of restrictions on Restricted
Stock or Restricted RSUs, upon achievement of the performance goals on Performance Shares or Performance Units or upon any other
taxable event arising as a result of Awards granted hereunder, Participants who are Employees may elect, subject to the approval
of the Committee, to satisfy the withholding requirement, in whole or in part, by having the Company withhold Shares having a Fair
Market Value on the date the tax is to be determined at least equal to the minimum, but not more than the maximum, statutory tax
which could be imposed on the transaction. All such elections shall be irrevocable, made in writing, and signed by the Participant,
and shall be subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate.


 


C.           REQUIREMENT
OF NOTIFICATION OF CODE SECTION 83(b) ELECTION. If any Participants shall make an election under Code Section 83(b) (to include
in gross income in the year of transfer the amounts specified in Code Section 83(b)) or under a similar provisions of the laws
of a jurisdiction outside the United States, such Participant shall notify the Company of such election within ten (10) days after
filing notice of the election with the Internal Revenue Service or other government authority, in addition to any filing and notification
required pursuant to regulations issued under Code Section 83(b) or other applicable provision.


 


D.           REQUIREMENT
OF NOTIFICATION UPON DISQUALIFYING DISPOSITION UNDER CODE SECTION 421(b). If any Participant shall make any disposition of shares
of stock delivered pursuant to the exercise of an Incentive Stock Option under the circumstances described in Code Section 421(b)
(relating to certain disqualifying dispositions), such Participant shall notify the Company of such disposition within ten (10)
days thereof.


 


XIX.      INDEMNIFICATION


 


Each person who is or shall
have been a member of the Committee, or of the Board, shall be indemnified and held harmless by the Company against and from any
loss, cost, liability or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting
from any claim, action, suit or proceeding to which he or she may be a party or in which he or she may be involved by reason of
any action taken or failure to act under the Plan and against and from any and all amounts paid by him or her in settlement thereof,
with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such action, suit or proceeding
against him or her, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend the same
before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not
be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s Articles of
Incorporation or Bylaws, as a matter of law or otherwise, or any power that the Company may have to indemnify them or hold them
harmless.


 




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XX.        SUCCESSORS


 


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


 


XXI.       LEGAL
CONSTRUCTION


 


A.           GENDER
AND NUMBER. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine, the
plural shall include the singular, and the singular shall include the plural.


 


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


 


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


 


D.           SECURITIES
LAW COMPLIANCE. With respect to Insiders, transactions under this Plan are intended to comply with all applicable conditions of
Rule 16b-3 or its successors under the Exchange Act. To the extent any provision of the Plan or action by the Committee fails to
so comply, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Committee.


 


E.           CODE
SECTION 409A COMPLIANCE. Notwithstanding any other provision of this Plan to the contrary, all Awards under this Plan that are
subject to Code Section 409A shall be designed and administered in a manner that does not result in the imposition of tax or penalties
under Code Section 409A. Accordingly, Awards under this Plan that are subject to Code Section 409A shall comply with the following
requirements, as applicable.


 


1.           Distribution
to Specified Employees Upon Separation from Service. To the extent that payment under an Award which is subject to Code Section
409A is due to a Specified Employee on account of the Specified Employee’s Separation from Service from the Company or its
Affiliate or Subsidiary, such payment shall be delayed until the first day of the seventh (7th) month following such
Separation from Service (or as soon as practicable thereafter). The Committee, in its discretion, may provide in the Award document
for the payment of interest at a rate set by the Committee for such six-month period. In the event that a payment under an Award
is exempt from Code Section 409A, payment shall be made to a Specified Employee without any such six-month delay.


 




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2.           No
Acceleration of Payment. To the extent that an Award is subject to Code Section 409A, payment under such Award shall not be
accelerated from the date(s) specified in the Award documents as of the date of grant.


 


3.           Subsequent
Delay in Payment. To the extent that an Award is subject to Code Section 409A, payment under such Award shall not be deferred
beyond the dates specified in the Award document as of the date of grant, unless the Committee or Participant, as the case may
be, makes the decision to delay payment at least one year prior to the scheduled payment date, and payment is delayed at least
five (5) years.


 


F.           GOVERNING
LAW. To the extent not preempted by federal law, the Plan, and all agreements hereunder, shall be construed in accordance with
and governed by the laws of the State of Delaware.


 




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