EXHIBIT 10.1


 


GENIUS BRANDS INTERNATIONAL, INC.


 


AMENDMENT TO 2015 INCENTIVE PLAN


 


Effective as of July 25, 2017


 


The following amendment to the Genius Brands
International, Inc. 2015 Incentive Plan (the “Plan”) was adopted by the Board of Directors of Genius Brands
International, Inc., a Nevada corporation (the “Company”), on May 18, 2017 and the stockholders of the Company
on July 25, 2017:


 


Section 4.1(a) of the Plan is hereby amended to read in
its entirety:


 


“Subject to the provisions of
this Article 4, the maximum number of shares of Common Stock with respect to which Awards may be granted during the term of the
Plan shall be 1,666,667 shares.”


 


[Signature Page Follows]


 


 


 


 


 


 


 


 


 






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THE COMPANY:


 


Genius Brands International, Inc.


a Nevada corporation


 


By: /s/ Andy Heyward                    


Andy Heyward, Chief Executive
Officer


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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Genius
Brands International, Inc.


2015
Incentive Plan


 


Article
1. Purpose and Amendment of Plan


 


Section 1.1
Purpose. The purpose of the Plan is to promote the success of the Company by providing a method whereby (a) eligible
employees of the Company and its Subsidiaries, (b) members of the Board of the Company and its Subsidiaries, and (c) independent
contractors providing services to the Company and its Subsidiaries may be awarded additional remuneration for services rendered
and encouraged to invest in capital stock of the Company, thereby increasing their proprietary interest in the Company’s
businesses, encouraging them to remain in the employ of (or otherwise provide services to) the Company or its Subsidiaries, and
increasing their personal interest in the continued success and progress of the Company and its Subsidiaries. The Plan is also
intended to aid in (i) attracting Persons of exceptional ability to become officers and employees and directors of the Company
and its Subsidiaries, and (ii) inducing independent contractors to agree to provide services to the Company and its Subsidiaries.


 


Section 1.2
Adoption of Plan. The Plan was approved by the Company’s Board of Directors on March 25, 2015 and by the stockholders
of the Company on February 3, 2016 (the “Shareholder Approval Date”). It replaces the Company’s
2008 Stock Option Plan (“2008 Plan”) with respect to grants made after the Shareholder Approval Date, and the Company
will not make additional grants under the 2008 Plan after such date.


 


Article
2. Definitions


 


Section 2.1
Certain Defined Terms. Capitalized terms not defined elsewhere in the Plan shall have the following meanings (whether
used in the singular or plural):


 


“Affiliate” of the Company
means any corporation, partnership or other business association that, directly or indirectly, through one or more intermediaries,
controls, is controlled by, or is under common control with the Company.


 


“Agreement” means a stock
option agreement, stock appreciation rights agreement, restricted stock agreement, stock units agreement, cash award agreement
or an agreement evidencing another type of Award, or more than one type of Award, as any such Agreement may be supplemented or
amended from time to time.


 


“Award” means a grant
of Options, SARs, Restricted Stock, Restricted Stock Units, Performance Awards, Cash Awards, or Other Stock-Based Awards.


 


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


 


“Cash Award” means an
Award made pursuant to Section 10.1 of the Plan.


 


“Change in Control” means
the occurrence of any of the following events:


 


(a) any “person” within
the meaning of Section 13(d)(3) or 14(d)(2) of the Act (other than the Company or any company owned, directly or indirectly, by
the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company) becomes the “beneficial
owner” within the meaning of Rule 13d 3 promulgated under the Act of 30% or more of the combined voting power of the then
outstanding securities of the Company entitled to vote generally in the election of directors; excluding, however, any circumstance
in which such beneficial ownership resulted from any acquisition by an employee benefit plan (or related trust) sponsored or maintained
by the Company or by any corporation controlling, controlled by, or under common control with, the Company;


 


(b) a change in the composition
of the Board since the Shareholder Approval Date, such that the individuals who, as of such date, constituted the Board (the “Incumbent
Board”) cease for any reason to constitute at least a majority of such Board; provided that any individual who becomes
a director of the Company subsequent to the Shareholder Approval Date whose election, or nomination for election by the Company’s
stockholders, was approved by the vote of at least a majority of the directors then comprising the Incumbent Board shall be deemed
a member of the Incumbent Board; and provided further, that any individual who was initially elected as a director of the Company
as a result of an actual or threatened election contest, as such terms are used in Rule 14a-12 of Regulation 14A promulgated under
the Act, or any other actual or threatened solicitation of proxies or consents by or on behalf of any person or entity other than
the Board shall not be deemed a member of the Incumbent Board;


 


 


 


 






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(c) a reorganization, recapitalization,
merger, consolidation or similar form of corporate transaction, or the sale, transfer, or other disposition of all or substantially
all of the assets of the Company to an entity that is not an Affiliate (each of the foregoing events, a “Corporate Transaction”)
involving the Company, unless securities representing 60% or more of the combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors of the Company or the corporation resulting from such Corporate Transaction,
including a corporation that, as a result of such transaction owns all or substantially all of the Company’s assets (or the
direct or indirect parent of such corporation), are held immediately subsequent to such transaction by the person or persons who
were the beneficial holders of the outstanding voting securities entitled to vote generally in the election of directors of the
Company immediately prior to such Corporate Transaction, in substantially the same proportions as their ownership immediately prior
to such Corporate Transaction; or


 


(d) the liquidation or dissolution
of the Company, unless such liquidation or dissolution is part of a transaction or series of transactions described in clause (c)
above that does not otherwise constitute a Change in Control.


 


Notwithstanding anything herein to the contrary,
for Awards that are subject to Section 409A of the Code, the Committee may, in its sole discretion, prescribe in an applicable
Agreement or other written agreement approved by the Committee, an alternative definition of “Change in Control” that
is intended to satisfy the requirements of Section 409A of the Code and, to the extent required by Section 409A of the Code, provides
that a Change in Control shall not be deemed to occur unless such event constitutes a “change in control event” within
the meaning of Section 409A of the Code.


 


“Code” means the Internal
Revenue Code of 1986, as amended from time to time, or any successor statute or statutes thereto. Reference to any specific Code
section shall include any successor section.


 


“Committee” means the
Compensation Committee (or another committee) of the Board (or a subcommittee of such committee) appointed pursuant to Section
3.1 to administer the Plan. The Committee shall consist solely of three or more directors and each member of the Committee shall
be a “non-employee director” within the meaning of Rule 16b-3 and also an “outside director” under Section
162(m) of the Code. In addition, each member of the Committee shall satisfy any independence or other corporate governance standards
imposed by the Nasdaq Stock Market or other securities market on which the Common Stock shall be listed from time to time.


 


“Common Stock” means
the Company’s common stock $.001 par value.


 


“Company” means Genius
Brands International, Inc., a Nevada corporation, and includes any successor or assignee corporation or corporations into which
the Company may be merged, changed or consolidated; any corporation for whose securities the securities of the Company shall be
exchanged; and any assignee of or successor to substantially all of the assets of the Company.


 


“Disability” means the
inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which
can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months.


 


“Dividend Equivalents”
means, with respect to Restricted Stock Units, to the extent specified by the Committee only, an amount equal to all dividends
and other distributions (or the economic equivalent thereof) which are payable to stockholders of record during the Restriction
Period on a like number and kind of shares of Common Stock.


 


 


 






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“Domestic Relations Order”
means a domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act, or the rules
thereunder.


 


“Effective Date” means
the Shareholder Approval Date, the date on which the Plan originally becomes effective.


 


“Equity Security” shall
have the meaning ascribed to such term in Section 3(a)(11) of the Exchange Act, and an equity security of an issuer shall have
the meaning ascribed thereto in Rule 16a-1 promulgated under the Exchange Act, or any successor Rule.


 


“Exchange Act” means
the Securities Exchange Act of 1934, as amended from time to time, or any successor statute or statutes thereto. Reference to any
specific Exchange Act section shall include any successor section.


 


“Fair Market Value” of
a share of Common Stock on any day means the last sale price (or, if no last sale price is reported, the average of the high bid
and low asked prices) for a share of Common Stock on such day (or, if such day is not a trading day, on the next preceding trading
day) as reported on the consolidated transaction reporting system for the principal national securities exchange on which shares
of Common Stock are listed on such day, or the Committee can, in its sole discretion, use averages or weighted averages either
on a daily basis or such longer period as complies with Code Section 409A. If for any day the Fair Market Value of a share of Common
Stock is not determinable by any of the foregoing means, then the Fair Market Value for such day shall be determined in good faith
by the Committee on the basis of such quotations and other considerations as the Committee deems appropriate.


 


“Free Standing SAR” has
the meaning ascribed thereto in Section 7.1.


 


“Holder” means a person
who has received an Award under the Plan that has not been fully satisfied or terminated.


 


“Incentive Stock Option”
means an Option that is intended to be, is designated as, and actually qualifies as, an “incentive stock option” within
the meaning of Section 422 of the Code and granted under Article 6.


 


“Nonqualified Stock Option”
means an Option that is not an Incentive Stock Option and granted under Article 6.


 


“Option” means a Nonqualified
Stock Option or Incentive Stock Option, as applicable in that context.


 


“Performance Award” means
an Award made pursuant to Article 11 of the Plan to a Holder that is subject to the attainment of one or more Performance Objectives.


 


“Performance Objective”
means a standard established by the Committee to determine in whole or in part whether a Performance Award shall be earned and
shall be based on one or more of the performance measures set forth in Section 11.2.


 


“Person” means an individual,
corporation, limited liability company, partnership, trust, incorporated or unincorporated association, joint venture or other
entity of any kind.


 


“Plan” means this Genius
Brands International, Inc. 2015 Incentive Plan.


 


“Restricted Stock” means
an Award made pursuant to Article 8.


 


“Restricted Stock Units”
means an Award made pursuant to Article 9 of the Plan to a Holder.


 


“Restriction Period”
means a period of time beginning on the date of each Award of Restricted Stock or Restricted Stock Units and ending on the Vesting
Date with respect to such Award.


 


 


 


 






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“Retained Distribution”
has the meaning ascribed thereto in Section 8.2.


 


“SARs” means stock appreciation
rights, awarded pursuant to Article 7, with respect to shares of Common Stock.


 


“Subsidiary” of a Person
means any present or future subsidiary (as defined in Section 424(f) of the Code) of such Person or any business entity in which
such Person owns, directly or indirectly, 50% or more of the voting, capital or profits interests. An entity shall be deemed a
subsidiary of a Person for purposes of this definition only for such periods as the requisite ownership or control relationship
is maintained.


 


“Tandem SAR” has the
meaning ascribed thereto in Section 7.1.


 


“Vesting Date,” with
respect to any Restricted Stock or Restricted Stock Units awarded hereunder, means the date on which such Restricted Stock or Restricted
Stock Units cease to be subject to a risk of forfeiture, as designated in or determined in accordance with the Agreement with respect
to such Award of Restricted Stock pursuant to Article 8 or of Restricted Stock Units pursuant to Article 9. If more than one Vesting
Date is designated for an Award, reference in the Plan to a Vesting Date in respect of such Award shall be deemed to refer to each
part of such Award and the Vesting Date for such part.


 


Article
3. Administration


 


Section 3.1
Committee. The Plan shall be administered by the Committee. The Board or committee of the Board may from time
to time appoint members of the Committee in substitution for or in addition to members previously appointed, may fill vacancies
in the Committee and may remove members of the Committee. The Committee shall select one of its members as its chairman and shall
hold its meetings at such times and places as it shall deem advisable. A majority of its members shall constitute a quorum and
all determinations shall be made by a majority of such quorum. Any determination reduced to writing and signed by all of the members
shall be as fully effective as if it had been made by a majority vote at a meeting duly called and held.


 


Section 3.2
Powers. The Committee shall have full power and authority to grant Awards to eligible persons, to determine the terms
and conditions (which need not be identical) of all Awards so granted, to interpret the provisions of the Plan and any Agreements
relating to Awards granted under the Plan and to supervise the administration of the Plan. The Committee in making an Award may
provide for the granting or issuance of additional, replacement or alternative Awards upon the occurrence of specified events,
including the exercise of the original Award. The Committee shall have sole authority in the selection of persons to whom Awards
may be granted under the Plan and in the determination of the timing, pricing and amount of any such Award, subject only to the
express provisions of the Plan. In making determinations hereunder, the Committee may take into account the nature of the services
rendered by the respective employees and independent contractors, their present and potential contributions to the success of the
Company and its Subsidiaries, and such other factors as the Committee in its discretion deems relevant.


 


Section 3.3
Interpretation. The Committee is authorized, subject to the provisions of the Plan, to establish, amend and rescind
such rules and regulations as it deems necessary or advisable for the proper administration of the Plan and to take such other
action in connection with or in relation to the Plan as it deems necessary or advisable. Each action and determination made or
taken pursuant to the Plan by the Committee, including any interpretation or construction of the Plan, shall be final and conclusive
for all purposes and upon all persons.


 


Article
4. Shares Subject to the Plan


 


Section 4.1 Number of Shares; Award Limits.


 


(a) Subject to the provisions
of this Article 4, the maximum number of shares of Common Stock with respect to which Awards may be granted during the term of
the Plan shall be 450,000 shares.


 


 


 






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(b) Shares of Common Stock will
be made available from the authorized but unissued shares of the Company or from shares reacquired by the Company, including shares
purchased in the open market. The shares of Common Stock subject to (i) any Award granted under the Plan that shall expire, terminate
or be annulled for any reason without having been exercised (or considered to have been exercised as provided in Section 7.2),
(ii) any Award of any SARs granted under the Plan that shall be exercised for cash, and (iii) any Award of Restricted Stock or
Restricted Stock Units that shall be forfeited prior to becoming vested (provided that the Holder received no benefits of ownership
of such Restricted Stock or Restricted Stock Units other than voting rights and the accumulation of Retained Distributions and
unpaid Dividend Equivalents that are likewise forfeited) shall again be available for purposes of the Plan. Notwithstanding the
foregoing, (i) in the case of the exercise of a SAR for shares, the number of shares counted against the shares available under
the Plan shall be the full number of shares subject to the SAR multiplied by the percentage of the SAR actually exercised,
regardless of the number of shares actually used to settle such SAR upon exercise; (ii) shares of Common Stock delivered (either
by actual delivery, attestation, or net exercise) to the Company by a Holder to (A) purchase shares of Common Stock upon the exercise
of an Award or (B) satisfy tax withholding obligations (including shares retained from the Award creating the tax obligation) shall
not be added back to the number of shares available for the future grant of Awards; and (iii) shares of Common Stock repurchased
by the Company on the open market using the proceeds from the exercise of an Award shall not increase the number of shares available
for future grant of Awards.


 


(c) No person may be granted in
any calendar year Awards covering more than 112,500 shares of Common Stock (as such amount may be adjusted from time to time as
provided in Section 4.2). No person shall be paid in cash pursuant to any Awards during any calendar year out in excess of $250,000
per calendar year.


 


(d) Adjustments. If the
Company subdivides its outstanding shares of any series of Common Stock into a greater number of shares of such series of Common
Stock (by stock dividend, stock split, reclassification, or otherwise) or combines its outstanding shares of any series of Common
Stock into a smaller number of shares of such series of Common Stock (by reverse stock split, reclassification, or otherwise) or
if the Committee determines that any stock dividend, extraordinary cash dividend, reclassification, recapitalization, reorganization,
split-up, spin-off, combination, exchange of shares, warrants or rights offering to purchase Common Stock or other similar corporate
event affects any series of Common Stock so that an adjustment is required to preserve the benefits or potential benefits intended
to be made available under the Plan, then the Committee, in such manner as the Committee, in its sole discretion, deems equitable
and appropriate, shall make such adjustments to any or all of (a) the number and kind of shares of stock which thereafter may be
awarded, optioned or otherwise made subject to the benefits contemplated by the Plan, (b) the number and kind of shares of stock
subject to outstanding Awards, and (c) the purchase or exercise price and the relevant appreciation base with respect to any of
the foregoing, provided, however, that the number of shares subject to any Award shall always be a
whole number. The Committee may, if deemed appropriate, provide for a cash payment to any Holder of an Award in connection with
any adjustment made pursuant to this Section 4.2.


 


Section 4.2
Substitute Awards. In connection with a merger or consolidation of an entity with the Company or the acquisition
by the Company of property or stock of an entity, the Board may grant Awards in substitution for any options or other stock or
stock-based awards granted by such entity or an affiliate thereof. Substitute Awards may be granted on such terms as the Board
deems appropriate in the circumstances, notwithstanding any limitations on Awards contained in the Plan. Substitute Awards shall
not count against the overall share limit set forth in Section 4.1.


 


Article
5. Eligibility


 


Section 5.1
General. The persons who shall be eligible to participate in the Plan and to receive Awards under the Plan shall
be such persons who are employees (including officers) of, members of the Board or independent contractors providing services to
the Company or its Subsidiaries as the Committee shall select. Awards may be made to employees, members of the Board or independent
contractors who hold or have held Awards under the Plan or any similar or other awards under any other plan of the Company or any
of its Affiliates.


 


 


 






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Section 5.2
Board Award Limits. [INTENTIONALLY DELETED]


 


Article
6. Stock Options


 


Section 6.1
Grant of Options. The Committee shall, subject to the limitations of the Plan, have authority to grant to eligible
persons Options. The Committee shall designate from time to time those eligible persons to be granted Options, the time when each
Option shall be granted to such eligible persons, the number of shares of Common Stock subject to such Option, and, subject to
Section 6.2, the purchase price of the shares of Common Stock subject to such Option ; provided, however, only a person who is
a common-law employee of the Company, any “parent corporation” of the Company, or a “subsidiary corporation”
of the Company (each term as defined in Section 424 of the Code) on the date of grant shall be eligible to be granted an Incentive
Stock Option. To the extent that any Option is not designated as an Incentive Stock Option or even if so designated does not qualify
as an Incentive Stock Option, it shall constitute a Nonqualified Stock Option. The determination made by the Committee pursuant
to this Article 6 shall be specified in the applicable Agreement.


 


Section 6.2


 


Section 6.3
Exercise Price. The price at which shares may be purchased upon exercise of an Option shall be fixed by the Committee
and may be no less than the Fair Market Value of the shares of Common Stock subject to the Option as of the date the Option is
granted. If an Option which is intended to qualify as an Incentive Stock Option is granted to an individual who owns or who is
deemed to own shares possessing more than ten percent (10%) of the combined voting power of all classes of shares of the Company,
a parent corporation or any subsidiary corporation (each term as defined in Section 6.1) (a “10% Owner”), the
exercise price shall not be less than one hundred ten percent (110%) of the Fair Market Value per share on the date the Incentive
Stock Option is granted.


 


Section 6.4
Term of Options. Subject to the provisions of the Plan, the term of each Option shall be for such period as the Committee
shall determine as set forth in the applicable Agreement. In the case of an Incentive Stock Option, the term of such Option shall
not exceed ten (10) years from the date the Incentive Stock Option is granted. If an Option which is intended to be an Incentive
Stock Option is granted to a 10% Owner, the term of such Option shall not exceed five (5) years from the date the Incentive Stock
Option is granted. No Option which is intended to be an Incentive Stock Option shall be granted more than ten (10) years from the
date the Plan is adopted by the Company or the date the Plan is approved by the stockholders of the Company, whichever is earlier.


 


Section 6.5
Exercise of Options. An Option granted under the Plan shall become (and remain) exercisable during the term of the
Option to the extent provided in the applicable Agreement and the Plan and, unless the Agreement otherwise provides, may be exercised
to the extent exercisable, in whole or in part, at any time and from time to time during such term; provided, however,
no Incentive Stock Option may be exercised before the Plan is approved by the stockholders of the Company in the manner prescribed
by Section 422 of the Code; provided, further, however, that subsequent to the grant of an Option, the Committee, at any time before
complete termination of such Option, may accelerate the time or times at which such Option may be exercised in whole or in part.
If an Option is designated as an Incentive Stock Option, the aggregate Fair Market Value (determined on the date the Incentive
Stock Option is granted) of the Common Stock as to which such Incentive Stock Option which is exercisable for the first time during
any calendar year (under the Plan or any other plan of the Company or any parent corporation or subsidiary corporation) shall not
exceed $100,000.


 


Section 6.6
Manner of Exercise.


 


(a)
Form of Payment. An Option shall be exercised by notice to the Company upon such terms and conditions as the Agreement
may provide and in accordance with such other procedures for the exercise of Options as the Committee may establish from time to
time. The method or methods of payment of the purchase price for the shares to be purchased upon exercise of an Option and of any
amounts required by Section 12.9 shall be determined by the Committee and may consist of (i) cash, (ii) check, (iii) whole shares
of Common Stock (whether by delivery or attestation), (iv) the withholding of shares of Common Stock issuable upon such exercise
of the Option, (v) the delivery, together with a properly executed exercise notice, of irrevocable instructions to a broker to
deliver promptly to the Company the amount of sale or loan proceeds required to pay the purchase price, or (vi) any combination
of the foregoing methods of payment, or such other consideration and method of payment as may be permitted for the issuance of
shares under the Nevada Corporation Code. The permitted method or methods of payment of the amounts payable upon exercise of an
Option, if other than in cash, shall be set forth in the applicable Agreement and may be subject to such conditions as the Committee
deems appropriate.


 


 


 


 






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(b)
Value of Shares. Unless otherwise determined by the Committee and provided in the applicable Agreement, shares of
Common Stock delivered in payment of all or any part of the amounts payable in connection with the exercise of an Option, and shares
of Common Stock withheld for such payment, shall be valued for such purpose at their Fair Market Value as of the exercise date.


 


(c)
Issuance of Shares. The Company shall effect the transfer of the shares of Common Stock purchased under the Option
as soon as practicable after the exercise thereof and payment in full of the purchase price therefor and of any amounts required
by Section 12.9, and within a reasonable time thereafter, such transfer shall be evidenced on the books of the Company. Unless
otherwise determined by the Committee and provided in the applicable Agreement, (i) no Holder or other person exercising an Option
shall have any of the rights of a stockholder of the Company with respect to shares of Common Stock subject to an Option granted
under the Plan until due exercise and full payment has been made, and (ii) no adjustment shall be made for cash dividends or other
rights for which the record date is prior to the date of such due exercise and full payment.


 


Section 6.7
Limitation on Repricing. Unless such action is approved by the Company’s stockholders, the Company may not
(except as provided for under Section 4.2): (a) amend any outstanding Option granted under the Plan to provide an exercise price
per share that is lower than the then-current exercise price per share of such outstanding Option, (b) cancel any outstanding option
(whether or not granted under the Plan) and grant in substitution therefor new Awards under the Plan (other than Awards granted
pursuant to Section 4.3) covering the same or a different number of shares of Common Stock and having an exercise price per share
lower than the then- current exercise price per share of the cancelled option, (c) cancel in exchange for a cash payment any outstanding
Option with an exercise price per share above the then-current Fair Market Value, other than pursuant to Section 12.1 (b), or (d)
take any other action under the Plan that constitutes a “repricing” within the meaning of the rules of the NASDAQ Stock
Market (“NASDAQ”).


 


Section 6.8 Exercise Limits for Incentive
Stock Options. Any portion of any Incentive Stock Option that was vested and exercisable on the date of termination of employment
which was other than for death or disability (as defined in Section 22(e)(3) of the Code), shall expire and be forfeited at midnight
ninety (90) days from the date of such termination and if termination of employment was on account of death or disability the portion
of any Incentive Stock Option that is vested as of the date of termination of employment shall expire and be forfeited at midnight
one (1) year from the date of such termination.


 


Article
7. SARS


 


Section 7.1
Grant of SARs. The Committee shall, subject to the limitations of the Plan, have authority to grant to eligible persons
SARs. SARs may be granted by the Committee to such eligible persons in such numbers, with respect to Common Stock, and at such
times during the term of the Plan as the Committee shall determine. A SAR may be granted to a Holder of an Option (hereinafter
called a “related Option”) with respect to all or a portion of the shares of Common Stock subject to the related
Option (a “Tandem SAR”) or may be granted separately to an eligible employee (a “Free Standing SAR”).
Subject to the limitations of the Plan, SARs shall be exercisable in whole or in part upon notice to the Company upon such terms
and conditions as are provided in the Agreement. The determination made by the Committee pursuant to this Article 7 shall be specified
in the applicable Agreement.


 


Section 7.2
Tandem SARs. A Tandem SAR may be granted either concurrently with the grant of the related Option or at any time
thereafter prior to the complete exercise, termination, expiration or cancellation of such related Option. Tandem SARs shall be
exercisable only at the time and to the extent that the related Option is exercisable (and may be subject to such additional limitations
on exercisability as the Agreement may provide) and in no event after the complete termination or full exercise of the related
Option. Upon the exercise or termination of the related Option, the Tandem SARs with respect thereto shall be canceled automatically
to the extent of the number of shares of Common Stock with respect to which the related Option was so exercised or terminated.
Subject to the limitations of the Plan, upon the exercise of a Tandem SAR and unless otherwise determined by the Committee and
provided in the applicable Agreement, (a) the Holder thereof shall be entitled to receive from the Company, for each share of Common
Stock with respect to which the Tandem SAR is being exercised, consideration (in the form determined as provided in Section 7.4)
equal in value to the excess of the Fair Market Value of a share of Common Stock with respect to which the Tandem SAR was granted
on the date of exercise over the related Option purchase price per share, and (b) the related Option with respect thereto shall
be canceled automatically to the extent of the number of shares of Common Stock with respect to which the Tandem SAR was so exercised.


 


 


 


 






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Section 7.3
Free Standing SARs. Free Standing SARs shall be exercisable at the time, to the extent and upon the terms and conditions
set forth in the applicable Agreement. The base price of a Free Standing SAR may be no less than the Fair Market Value of Common
Stock with respect to which the Free Standing SAR was granted as of the date the Free Standing SAR is granted. Subject to the limitations
of the Plan, upon the exercise of a Free Standing SAR and unless otherwise determined by the Committee and provided in the applicable
Agreement, the Holder thereof shall be entitled to receive from the Company, for each share of Common Stock with respect to which
the Free Standing SAR is being exercised, consideration (in the form determined as provided in Section 7.4) equal in value to the
excess of the Fair Market Value of a share of Common Stock with respect to which the Free Standing SAR was granted on the date
of exercise over the base price per share of such Free Standing SAR.


 


Section 7.4
Consideration. The consideration to be received upon the exercise of a SAR by the Holder shall be paid in Common
Stock with respect to which the SAR was granted (valued at Fair Market Value on the date of exercise of such SAR) or cash equivalent
thereto, as determined by the Committee and provided in the applicable Agreement. No fractional shares of Common Stock shall be
issuable upon exercise of a SAR, and unless otherwise provided in the applicable Agreement, the Holder will receive cash in lieu
of fractional shares.


 


Section 7.5
Limitations. The applicable Agreement may provide for a limit on the amount payable to a Holder upon exercise of
SARs at any time or in the aggregate, for a limit on the time periods during which a Holder may exercise SARs, and for such other
limits on the rights of the Holder and such other terms and conditions of the SAR, including a condition that the SAR may be exercised
only in accordance with rules and regulations adopted from time to time, as the Committee may determine. Unless otherwise so provided
in the applicable Agreement, any such limit relating to a Tandem SAR shall not restrict the exercisability of the related Option.
Such rules and regulations may govern the right to exercise SARs granted prior to the adoption or amendment of such rules and regulations
as well as SARs granted thereafter.


 


Section 7.6
Exercise. For purposes of this Article 7, the date of exercise of a SAR shall mean the date on which the Company
shall have received notice from the Holder of the SAR of the exercise of such SAR (unless otherwise determined by the Committee
and provided in the applicable Agreement).


 


Section 7.7
Limitation on Repricing. Unless such action is approved by the Company’s stockholders, the Company may
not (except as provided for under Section 4.2): (a) amend any outstanding SAR granted under the Plan to provide a base price per
share that is lower than the then-current base price per share of such outstanding SAR, (b) cancel any outstanding stock appreciation
right (whether or not granted under the Plan) and grant in substitution therefor new Awards under the Plan (other than Awards granted
pursuant to Section 4.3) covering the same or a different number of shares of Common Stock and having a base price per share lower
than the then-current base price per share of the cancelled stock appreciation right, (c) cancel in exchange for a cash payment
any outstanding SAR with a base price per share above the then-current Fair Market Value, other than pursuant to Section 12.1 (b),
or (d) take any other action under the Plan that constitutes a “repricing” within the meaning of the rules of NASDAQ.


 


Article
8. Restricted Stock


 


Section 8.1
Grant. The Committee shall, subject to the limitations of the Plan, have authority to grant to eligible persons
Restricted Stock. The Committee shall designate those eligible persons to be granted Awards of Restricted Stock, shall determine
the time when each such Award shall be granted, and shall designate (or set forth the basis for determining) the Vesting Date or
Vesting Dates for each Award of Restricted Stock, and may prescribe other restrictions, terms and conditions applicable to the
vesting of such Restricted Stock in addition to those provided in the Plan. The Committee shall determine the price, if any, to
be paid by the Holder for the Restricted Stock; provided, however, that the issuance of Restricted Stock shall be
made for at least the minimum consideration necessary to permit such Restricted Stock to be deemed fully paid and nonassessable.
All determinations made by the Committee pursuant to this Article 8 shall be specified in the Agreement.


 


 


 


 






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Section 8.2 Dividends. Unless otherwise
provided in the applicable Agreement, any dividends (whether paid in cash, stock or property) declared and paid by the Company
with respect to shares of Restricted Stock (“Retained Distributions”) shall be paid to the Holder only if and
when such shares vest and become free from the restrictions on transferability and forfeitability that apply to such shares. Each
payment of Retained Distributions will be made no later than the end of the calendar year in which the dividends are paid to stockholders
of Common Stock or, if later, the 15th day of the third month following the end of the year in which the Vesting Date
occurred.


 


Section 8.3 Issuance of Restricted Stock.
When shares of Common Stock are issued at the beginning of the Restriction Period, the stock certificate or certificates representing
such Restricted Stock shall be registered in the name of the Holder to whom such Restricted Stock shall have been awarded. During
the Restriction Period, certificates representing the Restricted Stock and any securities constituting Retained Distributions shall
bear a restrictive legend to the effect that ownership of the Restricted Stock (and such Retained Distributions), and the enjoyment
of all rights appurtenant thereto, are subject to the restrictions, terms and conditions provided in the Plan and the applicable
Agreement. Such certificates shall remain in the custody of the Company or its designee, and the Holder shall deposit with the
custodian stock powers or other instruments of assignment, each endorsed in blank, so as to permit retransfer to the Company of
all or any portion of the Restricted Stock and any securities constituting Retained Distributions that shall be forfeited or otherwise
not become vested in accordance with the Plan and the applicable Agreement.


 


Section 8.4 Restrictions.
Restricted Stock issued at the beginning of the Restriction Period shall constitute issued and outstanding shares of Common Stock
for all corporate purposes. The Holder will have the right to vote such Restricted Stock and to exercise all other rights, powers
and privileges of a Holder of shares of Common Stock with respect to such Restricted Stock;except, that, unless
otherwise determined by the Committee and provided in the applicable Agreement, (a) the Holder will not be entitled to delivery
of the stock certificate or certificates representing such Restricted Stock until the Restriction Period shall have expired and
unless all other vesting requirements with respect thereto shall have been fulfilled or waived and the Company or its designee
will retain custody of the stock certificate or certificates representing the Restricted Stock during the Restriction Period as
provided in Section 8.3; (b) the Holder will not be entitled to dividends except as provided in Section 8.2, (c) the Holder may
not sell, assign, transfer, pledge, exchange, encumber or dispose of the Restricted Stock or his or her interest in any of them
during the Restriction Period; and (d) a breach of any restrictions, terms or conditions provided in the Plan or established by
the Committee with respect to any Restricted Stock will cause a forfeiture of such Restricted Stock with respect thereto.


 


Section 8.5 Cash Payments.
In connection with any Award of Restricted Stock, an Agreement may provide for the payment of a cash amount to the Holder of such
Restricted Stock after such Restricted Stock shall have become vested. Such cash amounts shall be payable in accordance with such
additional restrictions, terms and conditions as shall be prescribed by the Committee in the Agreement and shall be in addition
to any other salary, incentive, bonus or other compensation payments which such Holder shall be otherwise entitled or eligible
to receive from the Company.


 


Section 8.6 Completion of Restriction
Period. On the Vesting Date with respect to each Award of Restricted Stock and the satisfaction of any other applicable restrictions,
terms and conditions, (a) all or the applicable portion of such Restricted Stock shall become vested, (b) any Retained Distributions
with respect to such Restricted Stock shall become vested to the extent that the Restricted Stock related thereto shall have become
vested, and (c) any cash amount to be received by the Holder with respect to such Restricted Stock shall become payable, all in
accordance with the terms of the applicable Agreement. Any such Restricted Stock and Retained Distributions that shall not become
vested shall be forfeited to the Company, and the Holder shall not thereafter have any rights (including dividend and voting rights)
with respect to such Restricted Stock and Retained Distributions that shall have been so forfeited.


 


 


 


 






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Article
9. Restricted Stock Units


 


Section 9.1
Grant. The Committee shall, subject to the limitations of the Plan, have authority to grant to eligible persons Awards
of Restricted Stock Units which may be in the form of shares of Common Stock or units, the value of which is based, in whole or
in part, on the Fair Market Value of the shares of Common Stock. Subject to the provisions of the Plan, including any rules established
pursuant to Section 9.2, Awards of Restricted Stock Units shall be subject to such terms, restrictions, conditions, vesting requirements
and payment rules as the Committee may determine in its discretion, which need not be identical for each Award. The terms of each
Award need not be identical, and the Board need not treat Holders uniformly. The determinations made by the Committee pursuant
to this Article 9 shall be specified in the applicable Agreement.


 


Section 9.2
Rules. The Committee may, in its discretion, establish any or all of the following rules for application to an Award
of Restricted Stock Units:


 


(a)
Any shares of Common Stock which are part of an Award of Restricted Stock Units may not be assigned, sold, transferred,
pledged or otherwise encumbered prior to the date on which the shares of Common Stock are issued or, if later, the date provided
by the Committee at the time of the Award.


 


(b)
Such Awards may provide for the payment of cash consideration by the person to whom such Award is granted or provide that
the Award, and any shares of Common Stock to be issued in connection therewith, if applicable, shall be delivered without the payment
of cash consideration;provided, however, that the issuance of any shares of Common Stock in connection with an Award
of Restricted Stock Units shall be for at least the minimum consideration necessary to permit such shares to be deemed fully paid
and nonassessable.


 


(c)
Awards of Restricted Stock Units may provide for deferred payment schedules, vesting over a specified period of employment,
the payment (on a current or deferred basis) of dividend equivalent amounts with respect to the number of shares of Common Stock
covered by the Award, and elections by the employee to defer payment of the Award or the lifting of restrictions on the Award,
if any, provided that any such deferrals shall comply with the requirements of Section 409A of the Code. Restricted Stock Units
shall not constitute issued and outstanding shares of Common Stock, and the Holder shall not have any of the rights of a stockholder
with respect to the shares of Common Stock covered by such an Award of Restricted Stock Units, in each case until Awards have paid
out in shares of Common Stock after the end of the Restriction Period.


 


(d)
The Awards of Restricted Stock Units may provide Holders with the right to receive Dividend Equivalents. Dividend Equivalents
may be settled in cash and/or shares of Common Stock and will be subject to the same vesting conditions and restrictions on transfer
and forfeitability as the Restricted Stock Units with respect to which paid, in each case to the extent provided in the Agreement.


 


(e)
In such circumstances as the Committee may deem advisable, the Committee may waive or otherwise remove, in whole or in part,
any restrictions or limitations to which a Restricted Stock Unit was made subject at the time of grant.


 


Article
10. Cash Awards and Other Stock-Based Awards


 


Section 10.1
Cash Awards. The Committee shall, subject to the limitations of the Plan, have authority to grant to eligible persons
Cash Awards. Each Cash Award shall be subject to such terms and conditions, restrictions and contingencies as the Committee shall
determine. Restrictions and contingencies limiting the right to receive a cash payment pursuant to a Cash Award may be based upon
the achievement of single or multiple performance objectives over a performance period established by the Committee. The determinations
made by the Committee pursuant to this Section 10.1 shall be specified in the applicable Agreement.


 


Section 10.2
Other Stock-Based Awards. Other Awards of shares of Common Stock, and other Awards that are valued in whole or in
part by reference to, or are otherwise based on, shares of Common Stock, may be granted hereunder to Holders (“Other Stock-Based-Awards”).
Such Other Stock-Based Awards shall also be available as a form of payment in the settlement of other Awards granted under the
Plan or as payment in lieu of compensation to which a Holder is otherwise entitled. Other Stock-Based Awards may be paid in shares
of Common Stock or cash, as the Committee may determine. Subject to the provisions of the Plan, the Board or the Committee shall
determine the terms and conditions of each Other Stock-Based Award, including any purchase price applicable thereto. The determinations
made by the Committee pursuant to this Section 10.2 shall be specified in the applicable Agreement.


 


 


 


 






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Article 11. Performance
Awards


 


Section 11.1 Designation as a Performance
Award. The Committee shall have the right to designate all or any part of any Award of Options, SARs, Restricted Stock, Restricted
Stock Units, Cash Awards or Other Stock-Based Awards as a Performance Award.


 


Section 11.2 Performance Objectives.


 


(a) The grant or vesting of a
Performance Award shall be subject to the achievement of Performance Objectives over a performance period established by the Committee
based upon one or more of the following performance measures that apply to the Holder, one or more business units, divisions or
Subsidiaries of the Company or the applicable sector of the Company, or the Company as a whole, and if so desired by the Committee,
by comparison with a peer group of companies: increased revenue; net income measures (including income after capital costs and
income before or after taxes); stock price measures (including growth measures and total stockholder return); price per share of
Common Stock; market share; earnings per share (actual or targeted growth); earnings before interest, taxes, depreciation, and
amortization (EBITDA); economic value added; market value added; debt to equity ratio; cash flow measures (including cash flow
return on capital, cash flow return on tangible capital, net cash flow and net cash flow before financing activities); return measures
(including return on equity, return on average assets, return on capital, risk-adjusted return on capital, return on investors’
capital and return on average equity); operating measures (including operating income, adjusted operating income before depreciation
and amortization, funds from operations, cash from operations, after-tax operating income; sales volumes, production volumes and
production efficiency); expense measures (including overhead cost and general and administrative expense); margins; stockholder
value; total stockholder return; proceeds from dispositions; total market value and corporate values measures (including ethics
compliance, environmental and safety). Unless otherwise stated, such a Performance Objective need not be based upon an increase
or positive result under a particular business criterion and could include, for example, maintaining the status quo or limiting
economic losses (measured, in each case, by reference to specific business criteria). The Committee shall have the authority to
determine whether the Performance Objectives and other terms and conditions of the Award are satisfied, and the Committee’s
determination as to the achievement of Performance Objectives relating to a Performance Award shall be made in writing.


 


(b) The Committee may specify
that such performance measures shall be adjusted to exclude any one or more of (i) extraordinary items, (ii) gains or losses on
the dispositions of discontinued operations, (iii) the cumulative effects of changes in accounting principles, (iv) the write-down
of any asset, (v) fluctuation in foreign currency exchange rates, and (vi) charges for restructuring and rationalization programs.
Such performance measures: (y) may vary by Holder and may be different for different Awards; and (z) may be particular to a Holder
or the department, branch, line of business, subsidiary or other unit in which the Holder works and may cover such period as may
be specified by the Committee. Awards that are not intended to qualify as qualified performance-based compensation pursuant to
Section 162(m) of the Code may be based on these or such other performance measures as the Committee may determine.


 


Section 11.3 Section 162(m) of the Code.
Notwithstanding the foregoing provisions, if the Committee intends for a Performance Award to be granted and administered in a
manner designed to preserve the deductibility of the compensation resulting from such Award in accordance with Section 162(m) of
the Code, then the Performance Award shall be structured to satisfy the requirements of Section 162(m) of the Code which includes,
without limitation, (a) the Performance Objectives for such particular Performance Award relative to the particular period of service
to which the Performance Objectives relate shall be established by the Committee in writing (i) no later than 90 days after the
beginning of such period and (ii) prior to the completion of 25% of such period, (b) the Performance Objectives must be based on
the performance measures set forth in Section 11.2, (c) the Performance Objectives must be objective, (d) the Committee shall have
no discretion to increase any payment, but shall have negative discretion to decrease any payment, (e) the Award and payment of
any Award under the Plan shall be contingent upon the attainment of the Performance Objectives that are applicable to such Award,
and (f) the Committee shall certify in writing prior to payment of any such Award that such applicable Performance Objectives have
been satisfied.


 


 


 






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Section 11.4 Waiver of Performance Objectives.
The Committee shall have no discretion to modify or waive the Performance Objectives or conditions to the grant or vesting of a
Performance Award unless such Award is not intended to qualify as qualified performance-based compensation under Section 162(m)
of the Code and the relevant Agreement provides for such discretion.


 


Article 12. General Provisions


 


Section 12.1 Acceleration of Awards.


 


(a)
Death or Disability. Except as otherwise provided in the applicable Agreement, if a Holder’s employment shall
terminate or a non-employee’s service on the Board or as an independent contractor shall terminate, by reason of death or
Disability, notwithstanding any contrary waiting period, installment period, vesting schedule or Restriction Period in any Agreement
or in the Plan, unless the applicable Agreement provides otherwise: (i) in the case of an Option or SAR, each outstanding Option
or SAR granted under the Plan shall immediately become exercisable in full in respect of the aggregate number of shares covered
thereby; (ii) in the case of Restricted Stock, the Restriction Period applicable to each such Award of Restricted Stock shall be
deemed to have expired and all such Restricted Stock and any related Retained Distributions shall become vested and any related
cash amounts payable pursuant to the applicable Agreement shall be adjusted in such manner as may be provided in the Agreement;
(iii) in the case of Restricted Stock Units, each such Award of Restricted Stock Units and any unpaid Dividend Equivalents shall
become vested in full; and (iv) in the case of Cash Awards and other Stock-Based Awards such Cash Awards and other Stock-Based
Awards shall become vested in full.


 


(b)


 


(c)
Change in Control. In the event of a Change in Control, the Committee may, but shall not be obligated to, provide
for any one or more of the following (which may vary by Award) (i) accelerate, vest or cause the restrictions to lapse with respect
to, all or any portion of an Award, (ii) cancel Awards for fair value (as determined in the sole discretion of the Committee),
(iii) provide for the issuance of substitute Awards that will substantially preserve the otherwise applicable terms of any affected
Awards previously granted hereunder as determined by the Committee in its sole discretion, (iv) provide that for a period prior
to the Change in Control, Options and/or SARs shall be exercisable and that upon the occurrence of the Change in Control, such
Options and/or SARs shall terminate and be of no further force and effect, or (v) take such other action with respect to Awards
as the Committee shall determine to be appropriate in its discretion. No action pursuant to this Section 12.1 (b) shall be made
in a manner that results in noncompliance with the requirements of Section 409A of the Code, to the extent applicable.


 


Section 12.2 Termination of Employment.


 


(a)
General. Except as otherwise provided in the applicable Agreement, if a Holder’s employment shall terminate
or a non-employee’s service on the Board or as an independent contractor shall terminate, any unvested Awards (and any Dividend
Equivalents and Retained Distributions) shall immediately terminate and be forfeited and of no further force and effect.


 


(b) Leave of Absence. The
Committee may determine whether any given leave of absence constitutes a termination of employment or cessation of service;provided,
however, that for purposes of the Plan, (i) a leave of absence, duly authorized in writing by the Company for military service
or sickness, or for any other purpose approved by the Company if the period of such leave does not exceed 90 days, and (ii) a leave
of absence in excess of 90 days, duly authorized in writing by the Company provided the employee’s right to reemployment
is guaranteed either by statute or contract, shall not be deemed a termination of employment. Unless otherwise determined by the
Committee and provided in the applicable Agreement, Awards made under the Plan shall not be affected by any change of employment
so long as the Holder continues to be an employee of the Company.


 


 


 






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Section 12.3 Right of Company to Terminate
Employment. Nothing contained in the Plan or in any Award, and no action of the Company or the Committee with respect thereto,
shall confer or be construed to confer on any Holder any right to continue in the employ of the Company or any of its Subsidiaries
or interfere in any way with the right of the Company or any Subsidiary of the Company to terminate the employment of the Holder
at any time, with or without cause, subject, however, to the provisions of any employment agreement between the Holder and the
Company or any Subsidiary of the Company.


 


Section 12.4 Nonalienation of Benefits;
Nontransferability of Awards. Except as set forth below, no right or benefit under the Plan shall be subject to anticipation,
alienation, sale, assignment, hypothecation, pledge, exchange, transfer, encumbrance or charge, and any attempt to anticipate,
alienate, sell, assign, hypothecate, pledge, exchange, transfer, encumber or charge the same shall be void. No right or benefit
hereunder shall in any manner be liable for or subject to the debts, contracts, liabilities or torts of the Person entitled to
such benefits. Awards shall not be sold, assigned, transferred, pledged or encumbered by the person to whom they are granted, either
voluntarily or by operation of law, except by will or the laws of descent and distribution or pursuant to a qualified domestic
relations order, and, during the life of the Holder, shall be exercisable only by the Holder; provided, however,
that the Board or the Committee may permit or provide in an Award for the gratuitous transfer of the Award by the Holder to or
for the benefit of any immediate family member, family trust or other entity established for the benefit of the Holder and/or an
immediate family member thereof if the Company would be eligible to use a Form S-8 under the Securities Act for the registration
of the sale of the Common Stock subject to such Award to such proposed transferee and with respect to Incentive Stock Options such
would not be contrary to Code Section 421 or 422; provided, further, that the Company shall not be required to recognize
any such permitted transfer until such time as such permitted transferee shall, as a condition to such transfer, deliver to the
Company a written instrument in form and substance satisfactory to the Company confirming that such transferee shall be bound by
all of the terms and conditions of the Award. References to a Holder, to the extent relevant in the context, shall include references
to authorized transferees. For the avoidance of doubt, nothing contained in this Section 12.4 shall be deemed to restrict a transfer
to the Company.


 


Section 12.5 Documentation. Each
Award shall be evidenced in such form (written, electronic or otherwise) as the Committee shall determine. Each Award may contain
terms and conditions in addition to those set forth in the Plan. Any such documentation may contain (but shall not be required
to contain) such provisions as the Committee deems appropriate to insure that the penalty provisions of Section 4999 of the Code
will not apply to any stock or cash received by the Holder from the Company. Any such Agreement may be supplemented or amended
from time to time as approved by the Committee as contemplated by Section 12.7 (b).


 


Section 12.6 Designation of Beneficiaries.
Each person who shall be granted an Award under the Plan may designate a beneficiary or beneficiaries and may change such designation
from time to time by filing a written designation of beneficiary or beneficiaries with the Committee on a form to be prescribed
by it, provided that no such designation shall be effective unless so filed prior to the death of such person.


 


Section 12.7 Termination and Amendment.


 


(a)
General. Unless the Plan shall theretofore have been terminated as hereinafter provided, no Awards may be made under
the Plan on or after the tenth anniversary of the Effective Date. The Plan may be terminated at any time prior to the tenth anniversary
of the Effective Date and may, from time to time, be suspended or discontinued or modified or amended if such action is deemed
advisable by the Committee.


 


(b)
Modification. No termination, modification or amendment of the Plan may, without the consent of the person to whom
any Award shall theretofore have been granted, materially adversely affect the rights of such person with respect to such Award,
except as otherwise permitted by Section 12.18. No modification, extension, renewal or other change in any Award granted under
the Plan shall be made after the grant of such Award, unless the same is consistent with the provisions of the Plan. With the consent
of the Holder, or as otherwise permitted under Section 12.18, and subject to the terms and conditions of the Plan (including Section
12.7 (a)), the Committee may amend outstanding Agreements with any Holder, including any amendment which would (i) accelerate the
time or times at which the Award may be exercised and/or (ii) extend the scheduled expiration date of the Award. Without limiting
the generality of the foregoing, the Committee may, but solely with the Holder’s consent unless otherwise provided in the
Agreement, agree to cancel any Award under the Plan and grant a new Award in substitution therefor, provided that the Award so
substituted shall satisfy all of the requirements of the Plan as of the date such new Award is made. Nothing contained in the foregoing
provisions of this Section 12.7 (b) shall be construed to prevent the Committee from providing in any Agreement that the rights
of the Holder with respect to the Award evidenced thereby shall be subject to such rules and regulations as the Committee may,
subject to the express provisions of the Plan, adopt from time to time or impair the enforceability of any such provision.


 


 


 






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Section 12.8 Government and Other Regulations.
The obligation of the Company with respect to Awards shall be subject to all applicable laws, rules and regulations and such approvals
by any governmental agencies as may be required, including the effectiveness of any registration statement required under the Securities
Act of 1933, and the rules and regulations of any securities exchange or association on which the Common Stock may be listed or
quoted. For so long as Common Stock is registered under the Exchange Act, the Company shall use its reasonable efforts to comply
with any legal requirements (a) to maintain a registration statement in effect under the Securities Act of 1933 with respect to
all shares of the applicable series of Common Stock that may be issued to Holders under the Plan, and (b) to file in a timely manner
all reports required to be filed by it under the Exchange Act.


 


Section 12.9 Withholding. The Company’s
obligation to deliver shares of Common Stock or pay cash in respect of any Award under the Plan shall be subject to applicable
federal, state and local tax withholding requirements. Federal, state and local withholding tax due at the time of an Award, upon
the exercise of any Option or SAR or upon the vesting of, or expiration of restrictions with respect to, Restricted Stock, Restricted
Stock Units, Cash Awards or Other Stock-Based Awards or the satisfaction of the Performance Objectives applicable to a Performance
Award, as appropriate, may, in the discretion of the Committee, be paid in shares of Common Stock already owned by the Holder or
through the withholding of shares otherwise issuable to such Holder, upon such terms and conditions (including the conditions referenced
in Section 6.5) as the Committee shall determine. If the Holder shall fail to pay, or make arrangements satisfactory to the Committee
for the payment to the Company of, all such federal, state and local taxes required to be withheld by the Company, then the Company
shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to such Holder an amount
equal to any federal, state or local taxes of any kind required to be withheld by the Company with respect to such Award.


 


If provided for in an Agreement or approved
by the Committee in its sole discretion, a Holder may satisfy such tax obligations in whole or in part by delivery (either by actual
delivery or attestation) of shares of Common Stock, including shares retained from the Award creating the tax obligation, valued
at their Fair Market Value; provided, however, except as otherwise provided by the Board, that the total tax withholding
where stock is being used to satisfy such tax obligations cannot exceed the Company’s minimum statutory withholding obligations
(based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable
to such supplemental taxable income). Shares used to satisfy tax withholding requirements cannot be subject to any repurchase,
forfeiture, unfulfilled vesting or other similar requirements.


 


Section 12.10 Nonexclusivity of the Plan.
The adoption of the Plan by the Board shall not be construed as creating any limitations on the power of the Board to adopt such
other incentive arrangements as it may deem desirable, including the granting of stock options and the awarding of stock and cash
otherwise than under the Plan, and such arrangements may be either generally applicable or applicable only in specific cases.


 


Section 12.11 Treatment with Respect
to Other Benefit Programs. By acceptance of an Award, unless otherwise provided in the applicable Agreement or required by
law, each Holder shall be deemed to have agreed that such Award is special incentive compensation that will not be taken into account,
in any manner, as salary, compensation or bonus in determining the amount of any payment under any pension, retirement or other
employee benefit plan, program or policy of the Company or any Subsidiary of the Company. In addition, each beneficiary of a deceased
Holder shall be deemed to have agreed that such Award will not affect the amount of any life insurance coverage, if any, provided
by the Company on the life of the Holder which is payable to such beneficiary under any life insurance plan covering employees
of the Company or any Subsidiary of the Company.


 


 


 


 






    	 	16	 



     


    

 


Section 12.12 Unfunded Plan. Neither
the Company nor any Subsidiary of the Company shall be required to segregate any cash or any shares of Common Stock which may at
any time be represented by Awards, and the Plan shall constitute an “unfunded” plan of the Company. Except as provided
in Article 8 with respect to Awards of Restricted Stock and except as expressly set forth in an Agreement, no employee shall have
voting or other rights with respect to the shares of Common Stock covered by an Award prior to the delivery of such shares. Neither
the Company nor any Subsidiary of the Company shall, by any provisions of the Plan, be deemed to be a trustee of any shares of
Common Stock or any other property, and the liabilities of the Company and any Subsidiary of the Company to any employee pursuant
to the Plan shall be those of a debtor pursuant to such contract obligations as are created by or pursuant to the Plan, and the
rights of any employee, former employee or beneficiary under the Plan shall be limited to those of a general creditor of the Company
or the applicable Subsidiary of the Company, as the case may be. In its sole discretion, the Board may authorize the creation of
trusts or other arrangements to meet the obligations of the Company under the Plan, provided, however , that
the existence of such trusts or other arrangements is consistent with the unfunded status of the Plan.


 


Section 12.13 Governing Law. The
Plan shall be governed by, and construed in accordance with, the laws of the State of Nevada.


 


Section 12.14 Accounts. The delivery
of any shares of Common Stock and the payment of any amount in respect of an Award shall be for the account of the Company or the
applicable Subsidiary of the Company, as the case may be, and any such delivery or payment shall not be made until the recipient
shall have paid or made satisfactory arrangements for the payment of any applicable withholding taxes as provided in Section 12.9.


 


Section 12.15 Legends. Each certificate
evidencing shares of Common Stock subject to an Award shall bear such legends as the Committee deems necessary or appropriate to
reflect or refer to any terms, conditions or restrictions of the Award applicable to such shares, including any to the effect that
the shares represented thereby may not be disposed of unless the Company has received an opinion of counsel, acceptable to the
Company, that such disposition will not violate any federal or state securities laws.


 


Section 12.16 Company’s Rights.
The grant of Awards pursuant to the Plan shall not affect in any way the right or power of the Company to make reclassifications,
reorganizations or other changes of or to its capital or business structure or to merge, consolidate, liquidate, sell or otherwise
dispose of all or any part of its business or assets.


 


Section 12.17 Interpretation. The
words “include,” “includes,” “included” and “including”
to the extent used in the Plan shall be deemed in each case to be followed by the words “without limitation.”


 


Section 12.18 Compliance with Section
409A of the Code. Except as provided in individual Agreements initially or by amendment, if and to the extent (i) any portion
of any payment, compensation or other benefit provided to a Holder pursuant to the Plan in connection with his or her employment
termination constitutes “nonqualified deferred compensation” within the meaning of Section 409A of the Code and (ii)
the Holder is a specified employee as defined in Section 409A(a)(2)(B)(i) of the Code, in each case as determined by the Company
in accordance with its procedures, by which determinations the Holder (through accepting the Award) agrees that he or she is bound,
such portion of the payment, compensation or other benefit shall not be paid before the day that is six months plus one day after
the date of “separation from service” (as determined under Section 409A of the Code) (the “New Payment Date”),
except as Section 409A of the Code may then permit. The aggregate of any payments that otherwise would have been paid to the Holder
during the period between the date of separation from service and the New Payment Date shall be paid to the Holder in a lump sum
on such New Payment Date, without interest, and any remaining payments will be paid on their original schedule.


 


The Company makes no representations or
warranty and shall have no liability to the Holder or any other person if any provisions of or payments, compensation or other
benefits under the Plan are determined to constitute nonqualified deferred compensation subject to Section 409A of the Code but
do not to satisfy the conditions of that section.


 


 


 


 






    	 	17	 



     


    

 


Section 12.19 Authorization of Sub-Plans
(including for Grants to non-U.S. Employees). The Board may from time to time establish one or more sub-plans under the Plan
for purposes of satisfying applicable securities, tax or other laws of various jurisdictions. The Board shall establish such sub-plans
by adopting supplements to the Plan containing (a) such limitations on the Board’s discretion under the Plan as the Board
deems necessary or desirable or (b) such additional terms and conditions not otherwise inconsistent with the Plan as the Board
shall deem necessary or desirable. All supplements adopted by the Board shall be deemed to be part of the Plan, but each supplement
shall apply only to Holders within the affected jurisdiction and the Company shall not be required to provide copies of any supplement
to Holders in any jurisdiction which is not the subject of such supplement.


 


Section 12.20 Limitations on Liability.
Notwithstanding any other provisions of the Plan, no individual acting as a director, officer, employee or agent of the Company
will be liable to any Holder, former Holder, spouse, beneficiary, or any other person for any claim, loss, liability, or expense
incurred in connection with the Plan, nor will such individual be personally liable with respect to the Plan because of any contract
or other instrument he or she executes in his or her capacity as a director, officer, employee or agent of the Company. The Company
will indemnify and hold harmless each director, officer, employee or agent of the Company to whom any duty or power relating to
the administration or interpretation of the Plan has been or will be delegated, against any cost or expense (including attorneys’
fees) or liability (including any sum paid in settlement of a claim with the Board’s approval) arising out of any act or
omission to act concerning the Plan unless arising out of such person’s own fraud or bad faith.


 


Section 12.21 Recoupment. All Awards
and any and all payments made or required to be made or stock received or required to be issued hereunder and pursuant to any this
Plan or any Agreement shall be subject to repayment to the Company by the Holder (and the successors, assigns, heirs, estate and
personal representative of the Holder) pursuant to the terms of any clawback, recoupment or other policy implemented from time
to time by the Board (any such policy, as amended, amended and restated or superseded the “Recoupment Policy”).
As additional consideration for any Award granted to a Holder and for any payment made or required to be made or stock received
or required to be issued hereunder and pursuant to any Agreement to any Holder, each Holder agrees that he/she is bound by and
subject to the Recoupment Policy as in effect at any time and from time to time (whether before, at or after the granting or payment
of any award).


 


Section 12.22 Notice. All notices
and other communications required or permitted to be given under the Plan shall be in writing or other form approved by the Committee
and shall be deemed to have been duly given as follows (a) if to the Company mailed first class, postage prepaid at the principal
business address of the Company to the attention of the Secretary of the Company; or (b) if to any Holder then delivered personally,
mailed first class, postage prepaid at the last address of the Holder known to the sender at the time the notice or other communication
is sent or delivered, or by e-mail, interoffice mail, intranet or other means of office communication determined by the Committee.


 


 


 


 






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