Exhibit 10.8


 


TATTOOED
CHEF, INC. 2020 INCENTIVE AWARD PLAN


 


1. Establishment
of the Plan; Effective Date; Duration.


 


(a) Establishment
of the Plan; Effective Date. Tattooed Chef, Inc., a Delaware corporation (the “Company”), hereby establishes
this incentive compensation plan to be known as the “Tattooed Chef, Inc. 2020 Incentive Award Plan,” as amended from
time to time (the “Plan”). The Plan permits the grant of Incentive Stock Options, Nonqualified Stock Options,
Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Other Stock-Based Awards, Other Cash-Based Awards and Dividend
Equivalents. The Plan shall become effective upon the date on which the Plan is approved by the affirmative vote of the holders
of a majority of the Common Shares which are present or represented and entitled to vote and voted at a meeting (the “Effective
Date”). If the Plan is not so approved by the stockholders of the Company, then the Plan will be null and void in its
entirety. The Plan shall remain in effect as provided in Section 1(b). Capitalized but undefined terms shall have
the meaning set forth in Section 3.


 


(b) Duration
of the Plan. The Plan shall commence on the Effective Date and shall remain in effect, subject to the right of the Board
to amend or terminate the Plan at any time pursuant to Section 13. However, in no event may an Award be granted under
the Plan on or after ten years from the Effective Date.


 


2. Purpose.
The purpose of the Plan is to provide a means through which the Company and its Affiliates may attract and retain key personnel
and to provide a means whereby certain directors, officers, employees, consultants and advisors (and certain prospective directors,
officers, employees, consultants and advisors) of the Company and its Affiliates can acquire and maintain an equity interest in
the Company, or be paid incentive compensation, which may be measured by reference to the value of Common Shares, thereby strengthening
their commitment to the welfare of the Company and its Affiliates and aligning their interests with those of the Company’s
shareholders.


 


3. Definitions.
Certain terms used herein have the definitions given to them in the first instance in which they are used. In addition, for purposes
of the Plan, the following terms are defined as set forth below:


 


(a) “Affiliate”
means (i) any person or entity that directly or indirectly controls, is controlled by or is under common control with the
Company and/or (ii) to the extent provided by the Committee, any person or entity in which the Company has a significant
interest. The term “control” (including, with correlative meaning, the terms “controlled by” and “under
common control with”), as applied to any person or entity, means the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of that person or entity, whether through the ownership of voting
or other securities, by contract or otherwise.


 


(b) “Applicable
Laws” means the requirements relating to the administration of equity incentive plans under U.S. federal and state
securities, tax and other applicable laws, rules and regulations, the applicable rules of any stock exchange or quotation system
on which the Common Shares are listed or quoted, and the applicable laws and rules of any foreign country or other jurisdiction
where Awards are granted, as are in effect from time to time.


 






     

     


    

 


(c) “Award”
means, individually or collectively, any Incentive Stock Option, Nonqualified Stock Option, Stock Appreciation Right, Restricted
Stock, Restricted Stock Unit, Other Stock-Based Awards, Other Cash-Based Awards, and/or Dividend Equivalents granted under the
Plan.


 


(d) “Award
Agreement” means a written agreement evidencing an Award, which may be electronic, that contains terms and conditions
determined by the Committee, consistent with and subject to the terms and conditions of the Plan. An Award Agreement may be a
unilateral agreement, if determined by the Committee.


 


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


 


(f) “Cause”
means, in the case of a particular Award, unless the applicable Award Agreement states otherwise, (A) the Company or an Affiliate
having “cause” to terminate a Participant’s employment or service, as defined in any employment or consulting
or similar agreement between the Participant and the Company or an Affiliate in effect at the time of termination, or (B) in
the absence of an employment or consulting or similar agreement (or the absence of any definition of  “Cause”
contained therein), a Participant’s (i) conviction of, or the entry of a plea of guilty or no contest to, a felony
or any other crime that causes the Company or its Affiliates public disgrace or disrepute, or materially and adversely affects
the Company’s or its Affiliates’ operations or financial performance or the relationship the Company has with its
customers; (ii) gross negligence or willful misconduct with respect to the Company or any of its Affiliates, including, without
limitation fraud, embezzlement, theft or proven dishonesty in the course of his or her employment or other service; (iii) alcohol
abuse or use of controlled drugs other than in accordance with a physician’s prescription; (iv) refusal to perform
any lawful, material obligation or fulfill any duty (other than any duty or obligation of the type described in clause (vi) below)
to the Company or its Affiliates (other than due to a disability, as determined by the Committee), which refusal, if curable,
is not cured within 15 days after delivery of written notice thereof; (v) material breach of any agreement with or duty owed
to the Company or any of its Affiliates, which breach, if curable, is not cured within 15 days after the delivery of written notice
thereof; (vi) any breach of any obligation or duty to the Company or any of its Affiliates (whether arising by statute, common
law or agreement) relating to confidentiality, noncompetition, nonsolicitation and/or proprietary rights; (vii) material violation
of the Company’s written policies or codes of conduct, including those related to discrimination, harassment, performance
of illegal or unethical practices, and ethical misconduct; or (viii) in the case of a director, repeated failure to participate
in Board meetings (including meetings of any Board committee of which the director is a member) on a regular basis despite having
received proper notice of meetings in advance.


 


(g) “Change
in Control” shall, in the case of a particular Award, unless the applicable Award Agreement states otherwise or
contains a different definition of  “Change in Control,” be deemed to occur upon any of the following events:


 


(i) any
“person” as that term is used in Sections 13(d) and 14(d) of the Exchange Act (other than (A) the Company
or any of its Affiliates, (B) any trustee or other fiduciary holding securities under any employee benefit plan of the Company
or any of its Affiliates, (C) an underwriter temporarily holding securities pursuant to an offering of those securities,
or (D) an entity owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions
as their ownership of Common Shares) becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, by way of merger, consolidation, recapitalization, reorganization or otherwise, of 50% or more of the
total voting power of the then outstanding voting securities of the Company;


 






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(ii) during
any period of two consecutive years, individuals who, at the beginning of that period, constitute the Board and any new director
of the Board whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote
of a majority of the directors of the Board then still in office who either were directors of the Board at the beginning of the
period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority
thereof;


 


(iii) the
consummation of a merger or consolidation of the Company with any other company, other than a merger or consolidation that would
result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving entity) at least 50% of the total voting power represented
by the voting securities of the Company or the surviving entity outstanding immediately after the merger or consolidation;


 


(iv) the
consummation of a plan of complete liquidation of the Company or the sale or disposition by the Company of all or substantially
all the Company’s assets; or


 


(v) any
other event specified as a “Change in Control” in an applicable Award Agreement.


 


Notwithstanding
the foregoing, if a Change in Control constitutes a payment event with respect to any Award (or any portion of an Award) that
provides for the deferral of compensation that is subject to Code Section 409A, to the extent required to avoid the imposition
of additional taxes under Code Section 409A, the transaction or event described in subsection (i), (ii), (iii), (iv), or (v) with
respect to the Award (or portion thereof) shall only constitute a Change in Control for purposes of the payment timing of the
Award if the transaction also constitutes a “change in control event,” as defined in Treasury Regulation Section 1.409A-3(i)(5).


 


(h) “Code”
means the Internal Revenue Code of 1986, as amended, and any successor thereto. Reference in the Plan to any section of the Code
shall be deemed to include any regulations or other interpretative guidance under that section, and any amendments or successor
provisions to that section, regulations or guidance.


 


(i) “Committee”
means a committee of at least two people as the Board may appoint to administer the Plan or, if no such committee has been appointed
by the Board, the Board.


 






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(j) “Common
Shares” means shares of the Company’s common stock, par value $0.0001 per share (and any stock or other securities
into which ordinary shares may be converted or into which they may be exchanged).


 


(k) “Company”
means Tattooed Chef, Inc., a Delaware corporation.


 


(l) “Date
of Grant” means the date on which the granting of an Award is authorized, or other date specified in the authorization.


 


(m) “Dividend
Equivalent” means a right to receive the equivalent value (in cash or Common Shares) of ordinary dividends that
would otherwise be paid on the Common Shares subject to an Award that is a full-value award but that have not been issued or delivered,
awarded under Section 11.


 


(n) “Effective
Date” has the meaning set forth in Section 1(a).


 


(o) “Eligible
Director” means a person who is a “non-employee director” within the meaning of Rule 16b-3 under the
Exchange Act.


 


(p) “Eligible
Person” with respect to an Award denominated in Common Shares, means any (i) individual employed by the Company
or an Affiliate; (ii) director of the Company or an Affiliate; (iii) consultant or advisor to the Company
or an Affiliate; provided that if the Securities Act applies those persons must be eligible to be offered securities
registrable on Form S-8 under the Securities Act; or (iv) prospective employees, directors, officers, consultants or
advisors who have accepted offers of employment or consultancy from the Company or its Affiliates (and would satisfy the provisions
of clauses (i) through (iii) above once he or she begins employment with or begins providing services to the Company
or its Affiliates).


 


(q)
“Exchange Act” means the U.S. Securities Exchange Act of 1934, as it may be amended from time to time,
including the rules and regulations promulgated thereunder and successor provisions and rules and regulations thereto.


 


(r) “Exercise
Price” has the meaning set forth in Section 7(b).


 


(s) “Fair
Market Value” means, as of any date, the value of Common Shares determined as follows:


 


(i) If
the Common Shares are listed on any established stock exchange or a national market system, the Fair Market Value will be the
closing sales price for the Common Shares (or the closing bid, if no sales were reported) as quoted on that exchange or system
on the day of determination, as reported in The Wall Street Journal or other source the Committee deems reliable;


 


(ii) If
the Common Shares are regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market
Value will be the mean between the high bid and low asked prices for the Common Shares on the day of determination, as reported
in The Wall Street Journal or other source the Committee deems reliable; or


 






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(iii) In
the absence of an established market for the Common Shares, the Fair Market Value will be determined in good faith by the Committee.


 


(iv) Notwithstanding
the foregoing, the determination of Fair Market Value in all cases shall be in accordance with the requirements set forth under
Code Section 409A to the extent necessary for an Award to comply with, or be exempt from, Code Section 409A.


 


(t) “Good
Reason” means, unless the applicable Award Agreement states otherwise: (a) if a Participant is a party to an
employment or service agreement with the Company or its Affiliates and the agreement provides for a definition of Good Reason,
the definition contained therein; or (b) if no agreement exists or if the agreement does not define Good Reason, the occurrence
of one or more of the following without the Participant’s express written consent, which circumstances are not remedied
by the Company within 30 days of its receipt of a written notice from the Participant describing the applicable circumstances
(which notice must be provided by the Participant within 90 days of the Participant’s knowledge of the applicable circumstances):
(i) any material, adverse change in the Participant’s duties, responsibilities, authority, title, status or reporting structure;
(ii) a material reduction in the Participant’s base salary or bonus opportunity; or (iii) a geographical relocation of the
Participant’s principal office location by more than 50 miles.


 


(u) “Immediate
Family Members” has the meaning set forth in Section 14(b)(ii).


 


(v) “Incentive
Stock Option” means an Option that is designated by the Committee as an incentive stock option as described in Code
Section 422 and otherwise meets the requirements set forth in the Plan.


 


(w) “Indemnifiable
Person” has the meaning set forth in Section 4(e).


 


(x) “Mature
Shares” means Common Shares owned by a Participant that are not subject to any pledge or security interest and that
have been either previously acquired by the Participant on the open market or meet any other requirements, if any, the Committee
determines are necessary in order to avoid an accounting earnings charge on account of the use of those shares to pay the Exercise
Price or satisfy a tax or deduction obligation of the Participant.


 


(y) “Nonqualified
Stock Option” means an Option that is not designated by the Committee as an Incentive Stock Option.


 


(z) “Option”
means an Award granted under Section 7.


 


(aa) “Option
Period” has the meaning set forth in Section 7(c).


 


(bb) “Other
Cash-Based Award” means a cash Award granted to a Participant under Section 10, including cash awarded
as a bonus or upon the attainment of any performance goals or otherwise as permitted under the Plan.


 






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(cc) “Other
Stock-Based Award” means an equity-based or equity-related Award, other than an Option, SAR, Restricted Stock, Restricted
Stock Unit or Dividend Equivalent, granted in accordance with the terms and conditions set forth under Section 10
(including upon the attainment of any performance goals or otherwise as permitted under the Plan).


 


(dd) “Participant”
means an Eligible Person who has been selected by the Committee to participate in the Plan and to receive an Award pursuant to
Section 6.


 


(ee) “Permitted
Transferee” has the meaning set forth in Section 14(b)(ii).


 


(ff) “Person”
means any individual, entity or group within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act.


 


(gg) “Plan”
means this Tattooed Chef, Inc. 2020 Incentive Award Plan, as amended from time to time.


 


(hh) “Restricted
Period” means the period of time determined by the Committee during which an Award is subject to restrictions or,
as applicable, the period of time within which performance is measured for purposes of determining whether an Award has been earned.


 


(ii) “Restricted
Stock Unit” means an unfunded and unsecured promise to deliver Common Shares, cash, other securities or other property,
subject to certain performance or time-based restrictions (including, without limitation, a requirement that the Participant remain
continuously employed, provide continuous services for a specified period of time, or attain specified performance objectives),
granted under Section 9.


 


(jj) “Restricted
Stock” means Common Shares, subject to certain specified performance or time-based restrictions (including, without
limitation, a requirement that the Participant remain continuously employed, provide continuous services for a specified period
of time, or attain specified performance objectives), granted under Section 9.


 


(kk) “SAR
Period” has the meaning set forth in Section 8(b).


 


(ll) “Securities
Act” means the Securities Act of 1933, as amended, and any successor thereto. Reference in the Plan to any section
of the Securities Act shall be deemed to include any rules, regulations or other interpretative guidance under that section, and
any amendments or successor provisions to those section, rules, regulations or guidance.


 


(mm) “Stock
Appreciation Right” or “SAR” means an Award granted under Section 8.


 


(nn) “Strike
Price” means, except as otherwise provided by the Committee in the case of Substitute Awards, (i) in the case
of a SAR granted in tandem with an Option, the Exercise Price of the related Option, or (ii) in the case of a SAR granted
independent of an Option, the Fair Market Value on the Date of Grant.


 






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(oo) “Subsidiary”
means, with respect to any specified Person:


 


(i) any
corporation, association or other business entity (other than a partnership) of which more than 50% of the total voting power
of shares or other equity interests (without regard to the occurrence of any contingency and after giving effect to any voting
agreement, stockholders’ agreement, operating agreement, or other agreement that effectively transfers voting power) is
at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person
(or a combination thereof); and


 


(ii) any
partnership (or any comparable foreign entity) (a) the sole general partner (or functional equivalent thereof) or the managing
general partner of which is that Person or Subsidiary of that Person or (b) the only general partners (or functional equivalents
thereof) of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).


 


(pp) “Substitute
Award” has the meaning set forth in Section 5(e).


 


4. Administration.


 


(a) The
Committee shall administer the Plan. To the extent required to comply with the provisions of Rule 16b-3 promulgated under
the Exchange Act (if the Board is not acting as the Committee under the Plan), it is intended that each member of the Committee
shall, at the time he or she takes any action with respect to an Award under the Plan, be an Eligible Director. However, the fact
that a Committee member fails to qualify as an Eligible Director shall not invalidate any Award granted by the Committee that
is otherwise validly granted under the Plan.


 


(b) Subject
to the provisions of the Plan and Applicable Laws, the Committee shall have the sole and plenary authority, in addition to other
express powers and authorizations conferred on the Committee by the Plan, to: (i) designate Participants; (ii) determine
the type or types of Awards to be granted to a Participant; (iii) determine the number of Common Shares to be covered
by, or with respect to which payments, rights, or other matters are to be calculated in connection with, Awards; (iv) determine
the terms and conditions of any Award (including any performance goals, criteria, and/or periods applicable to Awards); (v) determine
whether, to what extent, and under what circumstances Awards may be settled or exercised in cash, Common Shares, other securities,
other Awards or other property, or canceled, forfeited, or suspended and the method or methods by which Awards may be settled,
exercised, canceled, forfeited, or suspended; (vi) determine whether, to what extent, and under what circumstances the delivery
of cash, Common Shares, other securities, other Awards or other property and other amounts payable with respect to an Award shall
be deferred either automatically or at the election of the Participant or of the Committee; (vii) interpret, administer,
reconcile any inconsistency in, correct any defect in and/or supply any omission in the Plan and any instrument or agreement relating
to, or Award granted under, the Plan, including any changes required to comply with Applicable Laws (including any amendments
to the terms and conditions of outstanding Awards in response to changes in Applicable Laws); (viii) establish, amend, suspend,
or waive any rules and regulations and appoint any agents the Committee deems appropriate for the proper administration of the
Plan; (ix) accelerate the vesting or exercisability of, payment for or lapse of restrictions on, Awards; and (x) make
any other determination and take any other action that the Committee deems necessary or desirable for the administration of the
Plan.


 






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(c) The
Committee may delegate to one or more officers of the Company or any Affiliate the authority to act on behalf of the Committee
with respect to any matter, right, obligation, or election that is the responsibility of or that is allocated to the Committee
herein, and that may be so delegated as a matter of law, except for grants of Awards to persons subject to Section 16 of
the Exchange Act.


 


(d) Unless
otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with
respect to the Plan or any Award or any documents evidencing Awards granted pursuant to the Plan shall be within the sole discretion
of the Committee, may be made at any time and shall be final, conclusive and binding upon all persons or entities, including,
without limitation, the Company, any Affiliate, any Participant, any holder or beneficiary of any Award, and any shareholder of
the Company.


 


(e) No
member of the Board, the Committee, delegate of the Committee or any employee or agent of the Company (each such person, an “Indemnifiable
Person”) shall be liable for any action taken or omitted to be taken or any determination made in good faith with respect
to the Plan or any Award hereunder. Each Indemnifiable Person shall be indemnified and held harmless by the Company against and
from any loss, cost, liability, or expense (including attorneys’ fees) that may be imposed upon or incurred by the Indemnifiable
Person in connection with or resulting from any action, suit or proceeding to which the Indemnifiable Person may be a party or
in which the Indemnifiable Person may be involved by reason of any action taken or omitted to be taken under the Plan or any Award
Agreement and against and from any and all amounts paid by the Indemnifiable Person with the Company’s approval, in settlement
thereof, or paid by the Indemnifiable Person in satisfaction of any judgment in any such action, suit or proceeding against the
Indemnifiable Person, provided that the Company shall have the right, at its own expense, to assume and defend any such
action, suit or proceeding and once the Company gives notice of its intent to assume the defense, the Company shall have sole
control over the defense with counsel of the Company’s choice. The foregoing right of indemnification shall not be available
to an Indemnifiable Person to the extent that a final judgment or other final adjudication (in either case not subject to further
appeal) binding upon the Indemnifiable Person determines that the acts or omissions of the Indemnifiable Person giving rise to
the indemnification claim resulted from the Indemnifiable Person’s bad faith, fraud or willful criminal act or omission
or that the right of indemnification is otherwise prohibited by law or by the Company’s Certificate of Incorporation or
Bylaws. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which the Indemnifiable
Persons may be entitled under the Company’s Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or
any other power that the Company may have to indemnify the Indemnifiable Persons or hold them harmless.


 


(f) Notwithstanding
anything to the contrary contained in the Plan, the Board may, in its sole discretion, at any time and from time to time, grant
Awards and administer the Plan with respect to those Awards. In any such case, the Board shall have all the authority granted
to the Committee under the Plan.


 






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5. Grant
of Awards; Shares Subject to the Plan; Limitations.


 


(a) The
Committee may, from time to time, grant Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Other Stock-Based
Awards, Other Cash-Based Awards, and/or Dividend Equivalents to one or more Eligible Persons.


 


(b) Subject
to Section 12, Awards granted under the Plan shall be subject to the following limitations: (i) the Committee
is authorized to deliver under the Plan an aggregate of 5,200,000 Common Shares; and (ii) the maximum number of Common Shares
that may be granted under the Plan during any single fiscal year to any Participant who is a non-employee director, when taken
together with any cash fees paid to the non-employee director during that year in respect of his or her service as a non-employee
director (including service as a member or chair of any committee of the Board), shall not exceed $100,000 in total value (calculating
the value of any such Awards based on the grant date fair value of the Awards for financial reporting purposes); provided
that the non-employee directors who are considered independent (under the rules of The Nasdaq Stock Market or other securities
exchange on which the Common Shares are traded) may make exceptions to this limit for a non-executive chair of the Board, if any,
in which case the non-employee Director receiving the additional compensation may not participate in the decision to award the
compensation. Notwithstanding the automatic annual increase set forth in (i) above, the Board may act prior to January 1st of
a given year to provide that there will be no increase in the share reserve for that year or that the increase in the share reserve
for that year will be a lesser number of Common Shares than would otherwise occur pursuant to the stipulated percentage.


 


(c) If
(i) any Option or other Award granted hereunder is exercised through the tendering of Common Shares (either actually or by
attestation) or by the withholding of Common Shares by the Company, or (ii) tax or deduction liabilities arising from the
Option or other Award are satisfied by the tendering of Common Shares (either actually or by attestation) or by the withholding
of Common Shares by the Company, then in each case the Common Shares so tendered or withheld shall be added to the Common Shares
available for grant under the Plan on a one-for-one basis. Shares underlying Awards under this Plan that are forfeited, cancelled,
expire unexercised, or are settled in cash are available again for Awards under the Plan.


 


(d) Common
Shares delivered by the Company in settlement of Awards may be authorized and unissued shares, shares held in the treasury of
the Company, shares purchased on the open market or by private purchase, or a combination of the foregoing.


 


(e) Awards
may, in the sole discretion of the Committee, be granted under the Plan in assumption of, or in substitution for, outstanding
awards previously granted by an entity acquired by the Company or with which the Company combines (“Substitute Awards”).
The number of Common Shares underlying any Substitute Awards shall not be counted against the aggregate number of Common Shares
available for Awards under the Plan.


 






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6. Eligibility.
Participation shall be limited to Eligible Persons who have entered into an Award Agreement or who have received written notification
from the Committee, or from a person designated by the Committee, that they have been selected to participate in the Plan.


 


7. Options.


 


(a) Generally.
Each Option granted under the Plan shall be evidenced by an Award Agreement (whether in paper or electronic medium (including
email or the posting on a web site maintained by the Company or a third party under contract with the Company)). Each Option so
granted shall be subject to the conditions set forth in this Section 7, and to any other conditions not inconsistent
with the Plan reflected in the applicable Award Agreement. All Options granted under the Plan shall be Nonqualified Stock Options
unless the applicable Award Agreement expressly states that the Option is intended to be an Incentive Stock Option. The maximum
aggregate number of Common Shares that may be issued through the exercise of Incentive Stock Options granted under the Plan is
5,200,000 Common Shares. Incentive Stock Options shall be granted only to Eligible Persons who are employees of the Company and
its Affiliates, and no Incentive Stock Option shall be granted to any Eligible Person who is ineligible to receive an Incentive
Stock Option under the Code. No Option shall be treated as an Incentive Stock Option unless the Plan has been approved by the
stockholders of the Company in a manner intended to comply with the stockholder approval requirements of Code Section 422(b)(1);
provided that any Option intended to be an Incentive Stock Option shall not fail to be effective solely on account of a
failure to obtain approval, but rather the Option shall be treated as a Nonqualified Stock Option unless and until approval is
obtained. In the case of an Incentive Stock Option, the terms and conditions of the grant shall be subject to and comply with
any rules prescribed by Code Section 422. If for any reason an Option intended to be an Incentive Stock Option (or any portion
thereof) does not qualify as an Incentive Stock Option, then, to the extent of the nonqualification, the Option or portion thereof
shall be regarded as a Nonqualified Stock Option appropriately granted under the Plan.


 


(b) Exercise
Price. Except with respect to Substitute Awards, the exercise price (“Exercise Price”) per Common Share
for each Option shall not be less than 100% of the Fair Market Value of that share determined as of the Date of Grant; provided,
however, that in the case of an Incentive Stock Option granted to an employee who, at the time of the grant of the Option,
owns shares representing more than 10% of the total combined voting power of all classes of shares of the Company or any related
corporation (as determined in accordance with Treasury Regulation Section 1.422-2(f)), the Exercise Price per share shall
not be less than 110% of the Fair Market Value per share on the Date of Grant and provided further, that, notwithstanding
any provision herein to the contrary, the Exercise Price shall not be less than the par value per Common Share.


 


(c) Vesting
and Expiration. Options shall vest and become exercisable in the manner (including any terms and conditions) and on the
date or dates determined by the Committee (including, if applicable, the attainment of any performance goals, as determined by
the Committee in the applicable Award Agreement) and shall expire after that period, not to exceed ten years, as may be determined
by the Committee (the “Option Period”); provided, however, that the Option Period shall
not exceed five years from the Date of Grant in the case of an Incentive Stock Option granted to a Participant who on the Date
of Grant owns shares representing more than 10% of the total combined voting power of all classes of shares of the Company or
any related corporation (as determined in accordance with Treasury Regulation Section 1.422- 2(f)); provided, further,
that notwithstanding any vesting dates set by the Committee, the Committee may, in its sole discretion, accelerate the exercisability
of any Option, which acceleration shall not affect the terms and conditions of the Option other than with respect to exercisability.
In the event of any termination of employment or service with the Company and its Affiliates thereof of a Participant who has
been granted one or more Options, the Options shall be exercisable at the time or times and subject to the terms and conditions
set forth in the Award Agreement. If the Option would expire at a time when the exercise of the Option would violate applicable
securities laws, the expiration date applicable to the Option will be automatically extended to a date that is 30 calendar days
following the date the exercise would no longer violate applicable securities laws (so long as the extension does not violate
Code Section 409A); provided, that in no event shall the expiration date be extended beyond the expiration of the
Option Period.


 






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(d) Method
of Exercise and Form of Payment. No Common Shares shall be delivered pursuant to any exercise of an Option until payment
in full of the Exercise Price therefor is received by the Company and the Participant has paid to the Company an amount equal
to any taxes required to be withheld or paid. Options that have become exercisable may be exercised by delivery of written or
electronic notice of exercise to the Company in accordance with the terms of the applicable Award Agreement and accompanied by
payment of the Exercise Price. The Exercise Price shall be payable (i) in cash, check, cash equivalent and/or Common Shares
valued at the Fair Market Value at the time the Option is exercised (including, pursuant to procedures approved by the Committee,
by means of attestation of ownership of a sufficient number of Common Shares in lieu of actual delivery of the shares to the Company);
provided that the Common Shares are not subject to any pledge or other security interest and are Mature Shares and; (ii) by
any other method the Committee permits in accordance with Applicable Laws, in its sole discretion, including without limitation:
(A) in other property having a Fair Market Value on the date of exercise equal to the Exercise Price or (B) if there
is a public market for the Common Shares at that time, by means of a broker-assisted “cashless exercise” pursuant
to which the Company is delivered a copy of irrevocable instructions to a stockbroker to sell the Common Shares otherwise deliverable
upon the exercise of the Option and to deliver promptly to the Company an amount equal to the Exercise Price or (C) by a
“net exercise” method whereby the Company withholds from the delivery of the Common Shares for which the Option was
exercised that number of Common Shares having a Fair Market Value equal to the aggregate Exercise Price for the Common Shares
for which the Option was exercised. No fractional Common Shares shall be issued or delivered pursuant to the Plan or any Award,
and the Committee shall determine whether cash, other securities or other property shall be paid or transferred in lieu of any
fractional Common Shares, or whether the fractional Common Shares or any rights thereto shall be canceled, terminated or otherwise
eliminated.


 


(e) Notification
upon Disqualifying Disposition of an Incentive Stock Option. Each Participant awarded an Incentive Stock Option under
the Plan shall notify the Company in writing immediately after the date he or she makes a disqualifying disposition of any Common
Shares acquired pursuant to the exercise of the Incentive Stock Option. A disqualifying disposition is any disposition (including,
without limitation, any sale) of the Common Shares before the later of  (A) two years after the Date of Grant of the
Incentive Stock Option or (B) one year after the date of exercise of the Incentive Stock Option. The Company may, if determined
by the Committee and in accordance with procedures established by the Committee, retain possession of any Common Shares acquired
pursuant to the exercise of an Incentive Stock Option as agent for the applicable Participant until the end of the period described
in the preceding sentence.


 






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(f) Compliance
With Laws, etc. Notwithstanding the foregoing, in no event shall a Participant be permitted to exercise an Option in a
manner that the Committee determines would violate the Sarbanes-Oxley Act of 2002, if applicable, or any other Applicable Laws
or the applicable rules and regulations of the Securities and Exchange Commission or the applicable rules and regulations of any
securities exchange or inter-dealer quotation system on which the securities of the Company are listed or traded.


 


8. Stock
Appreciation Rights.


 


(a) Generally.
Each SAR granted under the Plan shall be evidenced by an Award Agreement (whether in paper or electronic medium (including email
or the posting on a web site maintained by the Company or a third party under contract with the Company)). Each SAR so granted
shall be subject to the conditions set forth in this Section 8, and to any other conditions not inconsistent with
the Plan reflected in the applicable Award Agreement. Any Option granted under the Plan may include tandem SARs. The Committee
also may award SARs to Eligible Persons independent of any Option.


 


(b) Strike
Price. The Strike Price per Common Share for each SAR shall not be less than 100% of the Fair Market Value of the share
determined as of the Date of Grant.


 


(c) Vesting
and Expiration. A SAR granted in connection with an Option shall become exercisable and shall expire according to the
same vesting schedule and expiration provisions as the corresponding Option (including the terms and conditions set forth in the
applicable Award Agreement). A SAR granted independent of an Option shall vest and become exercisable and shall expire in the
manner (including any terms and conditions) and on the date or dates determined by the Committee (including, if applicable, the
attainment of any performance goals, as shall be determined by the Committee in the applicable Award Agreement) and shall expire
after that period, not to exceed ten years, as may be determined by the Committee (the “SAR Period”);
provided, however, that notwithstanding any vesting dates set by the Committee, the Committee may, in its sole discretion,
accelerate the exercisability of any SAR, which acceleration shall not affect the terms and conditions of the SAR other than with
respect to exercisability. In the event of any termination of employment or service with the Company and its Affiliates thereof
of a Participant who has been granted one or more SAR, the SARs shall be exercisable at the time or times and subject to the terms
and conditions as set forth in the Award Agreement (or in the underlying Option Award Agreement, as may be applicable). If the
SAR would expire at a time when the exercise of the SAR would violate applicable securities laws, the expiration date applicable
to the SAR will be automatically extended to a date that is 30 calendar days following the date the exercise would no longer violate
applicable securities laws (so long as the extension shall not violate Code Section 409A); provided, that in no event
shall the expiration date be extended beyond the expiration of the SAR Period.


 






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(d) Method
of Exercise. SARs that have become exercisable may be exercised by delivery of written or electronic notice of exercise
to the Company in accordance with the terms of the applicable Award Agreement, specifying the number of SARs to be exercised and
the date on which the SARs were awarded. Notwithstanding the foregoing, if on the last day of the Option Period (or in the case
of a SAR independent of an option, the SAR Period), the Fair Market Value exceeds the Strike Price, the Participant has not exercised
the SAR or the corresponding Option (if applicable), and neither the SAR nor the corresponding Option (if applicable) has expired,
the SAR shall be deemed to have been exercised by the Participant on the last day of the Option Period and the Company shall make
the appropriate payment therefor.


 


(e) Payment.
Upon the exercise of a SAR, the Company shall pay to the Participant an amount equal to the number of shares subject to the SAR
that are being exercised multiplied by the excess, if any, of the Fair Market Value of one Common Share on the exercise date over
the Strike Price, less an amount equal to any taxes required to be withheld or paid. The Company shall pay this amount in cash,
in Common Shares valued at Fair Market Value, or any combination thereof, as determined by the Committee. No fractional Common
Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash, other securities
or other property shall be paid or transferred in lieu of any fractional Common Shares, or whether the fractional Common Shares
or any rights thereto shall be canceled, terminated or otherwise eliminated.


 


9. Restricted
Stock and Restricted Stock Units.


 


(a) Generally.
Each grant of Restricted Stock and Restricted Stock Units shall be evidenced by an Award Agreement (whether in paper or electronic
medium (including email or the posting on a web site maintained by the Company or a third party under contract with the Company)).
Each grant shall be subject to the conditions set forth in this Section 9, and to any other terms and conditions not
inconsistent with the Plan reflected by the Committee in the applicable Award Agreement (including the performance goals, if any,
upon whose attainment the Restricted Period shall lapse in part or full).


 


(b) Restricted
Accounts; Escrow or Similar Arrangement. Upon the grant of Restricted Stock, a book entry in a restricted account
shall be established in the Participant’s name at the Company’s transfer agent and, if the Committee determines that
the Restricted Stock shall be held by the Company or in escrow rather than held in the restricted account pending the release
of the applicable restrictions, the Committee may require the Participant to additionally execute and deliver to the Company (i) an
escrow agreement satisfactory to the Committee, if applicable, and (ii) the appropriate share power (endorsed in blank) with
respect to the Restricted Stock covered by the agreement. If a Participant shall fail to execute an agreement evidencing an Award
of Restricted Stock and, if applicable, an escrow agreement and blank share power within the amount of time specified by the Committee,
the Award shall be null and void. Subject to the restrictions set forth in this Section 9 and the applicable Award
Agreement, the Participant generally shall have the rights and privileges of a stockholder as to the Restricted Stock, including
without limitation the right to vote the Restricted Stock and the right to receive dividends, if applicable. To the extent shares
of Restricted Stock are forfeited, any share certificates issued to the Participant evidencing the shares shall be returned to
the Company, and all rights of the Participant to the shares and as a stockholder with respect thereto shall terminate without
further obligation on the part of the Company.


 






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(c) Vesting.
Unless otherwise provided by the Committee in an Award Agreement, the unvested portion of Restricted Stock and Restricted Stock
Units shall terminate and be forfeited upon termination of employment or service of the Participant granted the applicable Award.


 


(d) Delivery
of Restricted Stock and Settlement of Restricted Stock Units.


 


(i) Upon
the expiration of the Restricted Period with respect to any shares of Restricted Stock, the restrictions set forth in the applicable
Award Agreement shall be of no further force or effect with respect to those shares, except as set forth in the applicable Award
Agreement. If an escrow arrangement is used, upon expiration, the Company shall deliver to the Participant, or his or her beneficiary,
without charge, the share certificate evidencing the shares of Restricted Stock that have not then been forfeited and with respect
to which the Restricted Period has expired (rounded down to the nearest full share). Dividends, if any, that may have been withheld
by the Committee and attributable to any particular share of Restricted Stock shall be distributed to the Committee and attributable
to any particular share of Restricted Stock shall be distributed to the Participant in cash or, at the sole discretion of the
Committee, in Common Shares having a Fair Market Value equal to the amount of the dividends, upon the release of restrictions
on the share and, if the share is forfeited, the Participant shall have no right to the dividends (except as otherwise set forth
by the Committee in the applicable Award Agreement).


 


(ii) Unless
otherwise provided by the Committee in an Award Agreement, upon the expiration of the Restricted Period with respect to any outstanding
Restricted Stock Units, the Company shall deliver to the Participant, or his or her beneficiary, without charge, one Common Share
for each outstanding Restricted Stock Unit; provided, however, that the Committee may, in its sole discretion,
elect to (i) pay cash or part cash and part Common Share in lieu of delivering only Common Shares in respect of the Restricted
Stock Units or (ii) defer the delivery of Common Shares (or cash or part Common Shares and part cash, as the case may be)
beyond the expiration of the Restricted Period if delivery would result in a violation of Applicable Laws until it is no longer
the case. If a cash payment is made in lieu of delivering Common Shares, the amount of the payment shall be equal to the Fair
Market Value of the Common Shares as of the date on which the Restricted Period lapsed with respect to the Restricted Stock Units,
less an amount equal to any taxes required to be withheld or paid.


 


10. Other
Stock-Based Awards and Other Cash-Based Awards.


 


(a) Other
Stock-Based Awards. The Committee may grant types of equity-based or equity-related Awards not otherwise described by
the terms of the Plan (including the grant or offer for sale of unrestricted Common Shares), in amounts and subject to terms and
conditions, determined by the Committee (including, if applicable, the attainment of any performance goals, as set forth in the
applicable Award Agreement). Other Stock-Based Awards may involve the transfer of actual Common Shares to Participants, or payment
in cash or otherwise of amounts based on the value of Common Shares. The terms and conditions of the Awards shall be consistent
with the Plan and set forth in the Award Agreement and need not be uniform among all the Awards or all Participants receiving
the Awards.


 






    	 	14	 



     


    

 


(b) Other
Cash-Based Awards. The Committee may grant a cash Award granted to a Participant not otherwise described by the terms
of the Plan, including cash awarded as a bonus or upon the attainment of any performance goals or otherwise as permitted under
the Plan.


 


(c) Value
of Awards. Each Other Stock-Based Award shall be expressed in terms of Common Shares or units based on Common Shares,
as determined by the Committee, and each Other Cash-Based Award shall be shall be expressed in terms of cash, as determined by
the Committee. The Committee may establish performance goals and/or criteria in its discretion, and any such performance goals
and/or criteria shall be set forth in the applicable Award Agreement. If the Committee exercises its discretion to establish performance
goals and/or criteria, the number and/or value of Other Stock-Based Awards or Other Cash-Based Awards that will be paid out to
the Participant will depend on the extent to which the performance goals and/or criteria are met.


 


(d) Payment
of Awards. Payment, if any, with respect to an Other Stock-Based Award or Other Cash-Based Award shall be made in accordance
with the terms of the Award, as set forth in the Award Agreement, in cash, Common Shares or a combination of cash and Common Shares,
as the Committee determines.


 


(e) Vesting.
The Committee shall determine the extent to which the Participant shall have the right to receive Other Stock-Based Awards or
Other Cash-Based Awards following the Participant’s termination of employment or service (including by reason of the Participant’s
death, disability (as determined by the Committee), or termination for or without Cause or for or without Good Reason). These
provisions shall be determined in the sole discretion of the Committee and these provisions may be included in the applicable
Award Agreement, but need not be uniform among all Other Stock-Based Awards or Other Cash-Based Awards issued pursuant to the
Plan, and may reflect distinctions based on the reasons for the termination of employment or service.


 


11. Dividend
Equivalents. No adjustment shall be made in the Common Shares issuable or taken into account under Awards on account of
cash dividends that may be paid or other rights that may be issued to the holders of Common Shares prior to issuance of the Common
Shares under the Award. The Committee may grant Dividend Equivalents based on the dividends declared on Common Shares that are
subject to any Award (other than an Option or Stock Appreciation Right). Any Award of Dividend Equivalents may be credited as
of the dividend payment dates, during the period between the Date of Grant of the Award and the date the Award becomes payable
or terminates or expires, as determined by the Committee; however, Dividend Equivalents shall not be payable unless and until
the Award becomes payable, and shall be subject to forfeiture to the same extent as the underlying Award. Dividend Equivalents
may be subject to any additional limitations and/or restrictions determined by the Committee. Dividend Equivalents shall be payable
in cash, Common Shares or converted to full-value Awards, calculated based on a formula determined by the Committee.


 






    	 	15	 



     


    

 


12. Changes
in Capital Structure and Similar Events. In the event of  (i) any dividend (other than ordinary cash dividends)
or other distribution (whether in the form of cash, Common Shares, other securities or other property), recapitalization, stock
split, reverse stock split, reorganization, merger, amalgamation, consolidation, spin-off, split-up, split-off, combination, repurchase
or exchange of Common Shares or other securities of the Company, issuance of warrants or other rights to acquire Common Shares
or other securities of the Company, or other similar corporate transaction or event (including, without limitation, a Change in
Control) that affects the Common Shares, or (ii) unusual or infrequently occurring events (including, without limitation,
a Change in Control) affecting the Company, any Affiliate, or the financial statements of the Company or any Affiliate, or changes
in applicable rules, rulings, regulations or other requirements of any governmental body or securities exchange or inter-dealer
quotation system, accounting principles or law, such that in either case an adjustment is determined by the Committee in its sole
discretion to be necessary or appropriate, then the Committee shall make the adjustments it deems equitable, including without
limitation any or all of the following:


 


(a) adjusting
any or all of  (A) the number of Common Shares or other securities of the Company (or number and kind of other securities
or other property) that may be delivered in respect of Awards or with respect to which Awards may be granted under the Plan (including,
without limitation, adjusting any or all of the limitations under Section 5) and (B) the terms of any outstanding
Award, including, without limitation, (1) the number of Common Shares or other securities of the Company (or number and kind of
other securities or other property) subject to outstanding Awards or to which outstanding Awards relate, (2) the Exercise Price
or Strike Price with respect to any Award or (3) any applicable performance measures (including, without limitation, any performance
goals and/or criteria);


 


(b) providing
for a substitution or assumption of Awards in a manner that substantially preserves the applicable terms of the Awards;


 


(c) accelerating
the exercisability or vesting of, lapse of restrictions on, or termination of, Awards or providing for a period of time for exercise
prior to the occurrence of the event;


 


(d) modifying
the terms of Awards to add events, conditions or circumstances (including termination of employment within a specified period
after a Change in Control) upon which the exercisability or vesting of or lapse of restrictions thereon will accelerate;


 


(e) deeming
any performance measures (including, without limitation, any performance goals and/or criteria) satisfied at target, maximum or
actual performance through closing or any other level determined by the Committee in its sole discretion, or providing for the
performance measures to continue (as is or as adjusted by the Committee) after closing;


 


(f) providing
that for a period prior to the Change in Control determined by the Committee in its sole discretion, any Options or SARs that
would not otherwise become exercisable prior to the Change in Control will be exercisable as to all Common Shares subject thereto
(but the exercise will be contingent upon and subject to the occurrence of the Change in Control and if the Change in Control
does not take place after giving the notice for any reason whatsoever, the exercise will be null and void) and that any Options
or SARs not exercised prior to the consummation of the Change in Control will terminate and be of no further force and effect
as of the consummation of the Change in Control; and


 






    	 	16	 



     


    

 


(g) canceling
any one or more outstanding Awards and causing to be paid to the holders thereof, in cash, Common Shares, other securities or
other property, or any combination thereof, the value of the Awards, if any, as determined by the Committee (which if applicable
may be based upon the price per Common Share received or to be received by other shareholders of the Company in that event), including
without limitation, in the case of an outstanding Option or SAR, a cash payment in an amount equal to the excess, if any, of the
Fair Market Value (as of a date specified by the Committee) of the Common Shares subject to the Option or SAR over the aggregate
Exercise Price or Strike Price of the Option or SAR, respectively (it being understood that, in that event, any Option or SAR
having a per share Exercise Price or Strike Price equal to, or in excess of, the Fair Market Value of a Common Share subject thereto
may be canceled and terminated without any payment or consideration therefor); provided, however, that in the
case of any “equity restructuring” (within the meaning of the Financial Accounting Standards Board Accounting Standards
Codification Topic 718), the Committee shall make an equitable or proportionate adjustment to outstanding Awards to reflect the
equity restructuring. The Company shall give each Participant notice of an adjustment hereunder and, upon notice, the adjustment
shall be conclusive and binding for all purposes.


 


13. Amendments
and Termination.


 


(a) Amendment
and Termination of the Plan. The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof
at any time; provided that (i) no amendment to Section 13(b) (to the extent required by the proviso
in Section 13(b)) shall be made without shareholder approval and (ii) no amendment, alteration, suspension, discontinuation
or termination shall be made without stockholder approval if the approval is necessary to comply with any tax or regulatory requirement
applicable to the Plan (including, without limitation, as necessary to comply with any rules or requirements of any securities
exchange or inter-dealer quotation system on which the Common Shares may be listed or quoted); provided, further,
that any amendment, alteration, suspension, discontinuance or termination that would materially and adversely affect the rights
of any Participant or any holder or beneficiary of any Award theretofore granted shall not to that extent be effective as to the
affected Participant, holder or beneficiary without the consent of the affected Participant, holder or beneficiary.


 


(b) Amendment
of Award Agreements. The Committee may, to the extent consistent with the terms of any applicable Award Agreement, waive
any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore
granted or the associated Award Agreement, prospectively or retroactively; provided that the waiver, amendment, alteration,
suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of any Participant
or any holder or beneficiary of any Award with respect to any Award theretofore granted shall not to that extent be effective
without the consent of the affected Participant, holder or beneficiary; provided, further, that without stockholder
approval, except as otherwise permitted under Section 12, (i) no amendment or modification may reduce the Exercise
Price of any Option or the Strike Price of any SAR, (ii) the Committee may not cancel any outstanding Option or SAR where
the Fair Market Value of the Common Shares underlying the Option or SAR is less than its Exercise Price or Strike Price, as applicable,
and replace it with a new Option or SAR, another Award or cash and (iii) the Committee may not take any other action that
is considered a “repricing” for purposes of the stockholder approval rules of the applicable securities exchange or
inter-dealer quotation system on which the Common Shares are listed or quoted.


 






    	 	17	 



     


    

 


14. General.


 


(a) Award
Agreements. Each Award under the Plan shall be evidenced by an Award Agreement, which shall be delivered to the Participant
(whether in paper or electronic medium (including email or the posting on a web site maintained by the Company or a third party
under contract with the Company)) and shall specify the terms and conditions of the Award and any rules applicable thereto, including
without limitation, the effect on the Award of the death, disability or termination of employment or service of a Participant,
or of any other events determined by the Committee. Except as the Plan otherwise provides, each Award may be made alone or in
addition or in relation to any other Award. The terms of each Award to a Participant need not be identical, and the Committee
need not treat Participants or Awards (or portions thereof) uniformly.


 


(b) Nontransferability.


 


(i) Each
Award shall be exercisable only by a Participant during the Participant’s lifetime, or, if permissible under Applicable
Laws, by the Participant’s legal guardian or representative. No Award may be assigned, alienated, pledged, attached, sold
or otherwise transferred or encumbered by a Participant other than by will or by the laws of descent and distribution and the
purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the
Company or an Affiliate; provided that the designation of a beneficiary shall not constitute an assignment, alienation,
pledge, attachment, sale, transfer or encumbrance.


 


(ii) Notwithstanding
the foregoing, the Committee may, in its sole discretion, permit Awards (other than Incentive Stock Options) to be transferred
by a Participant, without consideration, subject to any rules the Committee adopts consistent with any applicable Award Agreement
to preserve the purposes of the Plan, to: (A) any person who is a “family member” of the Participant, as that
term is used in the instructions to Form S-8 under the Securities Act (collectively, the “Immediate Family Members”);
(B) a trust solely for the benefit of the Participant and his or her Immediate Family Members; (C) a partnership
or limited liability company whose only partners or stockholders are the Participant and his or her Immediate Family Members;
or (D) any other transferee as may be approved either (I) by the Board or the Committee in its sole discretion, or (II) as
provided in the applicable Award Agreement. (each transferee described in clauses (A), (B), (C) and (D) above is
hereinafter referred to as a “Permitted Transferee”); provided that the Participant gives the Committee
advance written notice describing the terms and conditions of the proposed transfer and the Committee notifies the Participant
in writing that the transfer would comply with the requirements of the Plan.


 






    	 	18	 



     


    

 


(iii) The
terms of any Award transferred in accordance with the immediately preceding sentence shall apply to the Permitted Transferee and
any reference in the Plan, or in any applicable Award Agreement, to a Participant shall be deemed to refer to the Permitted Transferee,
except that (A) Permitted Transferees shall not be entitled to transfer any Award, other than by will or the laws of descent
and distribution; (B) Permitted Transferees shall not be entitled to exercise any transferred Option unless there shall
be in effect a registration statement on an appropriate form covering the Common Shares to be acquired pursuant to the exercise
of the Option if the Committee determines, consistent with any applicable Award Agreement, that such a registration statement
is necessary or appropriate; (C) the Committee or the Company shall not be required to provide any notice to a Permitted
Transferee, whether or not the notice is or would otherwise have been required to be given to the Participant under the Plan or
otherwise; and (D) the consequences of the termination of the Participant’s employment by, or services to, the
Company or an Affiliate under the terms of the Plan and the applicable Award Agreement shall continue to be applied with respect
to the Participant, including, without limitation, that an Option shall be exercisable by the Permitted Transferee only to the
extent, and for the periods, specified in the Plan and the applicable Award Agreement.


 


(c) Tax
Withholding and Deductions.


 


(i) A
Participant shall be required to pay to the Company or any Affiliate, and the Company or any Affiliate shall have the right and
is hereby authorized to deduct and withhold, from any cash, Common Shares, other securities or other property deliverable under
any Award or from any compensation or other amounts owing to a Participant, the amount (in cash, Common Shares, other securities
or other property) of any required taxes (up to the maximum statutory rate under Applicable Laws as in effect from time to time
as determined by the Committee) and deduction in respect of an Award, its grant, vesting or exercise, or any payment or transfer
under an Award or under the Plan and to take any other action necessary in the opinion of the Committee or the Company to satisfy
all obligations for the payment of the taxes.


 


(ii) Without
limiting the generality of clause (i) above, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole
or in part, the foregoing tax and deduction liability by (A) the delivery of Common Shares (which are not subject to any
pledge or other security interest and are Mature Shares, except as otherwise determined by the Committee) owned by the Participant
having a Fair Market Value equal to the liability or (B) having the Company withhold from the number of Common Shares otherwise
issuable or deliverable pursuant to the exercise or settlement of the Award a number of shares with a Fair Market Value equal
to the liability.


 


(d) No
Claim to Awards; No Rights to Continued Employment; Waiver. No employee of the Company or an Affiliate, or other
person, shall have any claim or right to be granted an Award under the Plan or, having been selected for the grant of an Award,
to be selected for a grant of any other Award. There is no obligation for uniformity of treatment of Participants or holders or
beneficiaries of Awards. The terms and conditions of Awards and the Committee’s determinations and interpretations with
respect thereto need not be the same with respect to each Participant and may be made selectively among Participants, whether
or not the Participants are similarly situated. Neither the Plan nor any action taken hereunder shall be construed as giving any
Participant any right to be retained in the employ or service of the Company or an Affiliate, nor shall it be construed as giving
any Participant any rights to continued service on the Board. The Company or any of its Affiliates may at any time dismiss a Participant
from employment or discontinue any consulting relationship, free from any liability or any claim under the Plan, unless otherwise
expressly provided in the Plan or any Award Agreement. By accepting an Award under the Plan, a Participant shall thereby be deemed
to have waived any claim to continued exercise or vesting of an Award or to damages or severance entitlement related to non-continuation
of the Award beyond the period provided under the Plan or any Award Agreement, notwithstanding any provision to the contrary in
any written employment contract or other agreement between the Company and its Affiliates and the Participant, whether any such
agreement is executed before, on or after the Date of Grant.


 






    	 	19	 



     


    

 


(e) International
Participants. With respect to Participants who reside or work outside of the United States of America, the Committee may
in its sole discretion amend the terms of the Plan or outstanding Awards with respect to those Participants in order to conform
the terms with the requirements of local law or to obtain more favorable tax or other treatment for a Participant, the Company
or its Affiliates.


 


(f) Designation
and Change of Beneficiary. Each Participant may file with the Committee a written designation of one or more persons as
the beneficiary(ies) who shall be entitled to receive the amounts payable with respect to an Award, if any, due under the Plan
upon his or her death. A Participant may, from time to time, revoke or change his or her beneficiary designation without the consent
of any prior beneficiary by filing a new designation with the Committee. The last designation received by the Committee shall
be controlling; provided, however, that no designation, or change or revocation thereof, shall be effective
unless received by the Committee prior to the Participant’s death, and in no event shall it be effective as of a date prior
to receipt. If no beneficiary designation is filed by a Participant, the beneficiary shall be deemed to be his or her spouse or,
if the Participant is unmarried at the time of death, his or her estate.


 


(g) Termination
of Employment/Service. Unless determined otherwise by the Committee at any point following the event: (i) neither
a temporary absence from employment or service due to illness, vacation or leave of absence nor a transfer from employment or
service with the Company to employment or service with an Affiliate (or vice-versa) shall be considered a termination of employment
or service with the Company or an Affiliate; and (ii) if a Participant’s employment with the Company and its Affiliates
terminates, but the Participant continues to provide services to the Company and its Affiliates in a non-employee capacity (or
vice-versa), the change in status shall not be considered a termination of employment with the Company or an Affiliate.


 


(h) No
Rights as a Stockholder. Except as otherwise specifically provided in the Plan or any Award Agreement, no person shall
be entitled to the privileges of ownership in respect of Common Shares or other securities that are subject to Awards hereunder
until the shares have been issued or delivered to that person.


 






    	 	20	 



     


    

 


(i) Government
and Other Regulations.


 


(i) The
obligation of the Company to settle Awards in Common Shares or other consideration shall be subject to all Applicable Laws, rules,
and regulations, and to any approvals required by governmental agencies. Notwithstanding any terms or conditions of any Award
to the contrary, the Company shall be under no obligation to offer to sell or to sell, and shall be prohibited from offering to
sell or selling, any Common Shares or other securities pursuant to an Award unless the shares have been properly registered for
sale pursuant to the Securities Act with the Securities and Exchange Commission or unless the Company has received an opinion
of counsel, satisfactory to the Company, that the shares may be offered or sold without registration pursuant to an available
exemption therefrom and the terms and conditions of the exemption have been fully complied with. The Company shall be under no
obligation to register for sale under the Securities Act any of the Common Shares or other securities to be offered or sold under
the Plan. The Committee shall have the authority to provide that all certificates for Common Shares or other securities of the
Company or any Affiliate delivered under the Plan shall be subject to any stop transfer orders and other restrictions the Committee
deems advisable under the Plan, the applicable Award Agreement, the federal securities laws, or the rules, regulations and other
requirements of the Securities and Exchange Commission, any securities exchange or inter-dealer quotation system upon which the
shares or other securities are then listed or quoted and any other applicable federal, state, local or non-U.S. laws, and, without
limiting the generality of Section 9, the Committee may cause a legend or legends to be put on the certificates and
Award Agreements to make appropriate reference to the restrictions. Notwithstanding any provision in the Plan to the contrary,
the Committee reserves the right to add any additional terms or provisions to any Award granted under the Plan that it in its
sole discretion deems necessary or advisable in order that the Award complies with the legal requirements of any governmental
entity to whose jurisdiction the Award is subject.


 


(ii) The
Committee may cancel an Award or any portion thereof if it determines, in its sole discretion, that legal or contractual restrictions
and/or blockage and/or other market considerations would make the Company’s acquisition of Common Shares from the public
markets, the Company’s issuance of Common Shares or other securities to the Participant, the Participant’s acquisition
of Common Shares or other securities from the Company and/or the Participant’s sale of Common Shares to the public markets,
illegal, impracticable or inadvisable. If the Committee determines to cancel all or any portion of an Award denominated in Common
Shares in accordance with the foregoing, the Company shall pay to the Participant an amount equal to the excess of  (A) the
aggregate Fair Market Value of the Common Shares subject to the Award or portion thereof canceled (determined as of the applicable
exercise date, or the date that the shares would have been vested or delivered, as applicable), over (B) the aggregate Exercise
Price or Strike Price (in the case of an Option or SAR, respectively) or any amount payable as a condition of delivery of Common
Shares (in the case of any other Award). This amount shall be delivered to the Participant as soon as practicable following the
cancellation of the Award or portion thereof.


 


(j) Payments
to Persons Other Than Participants. If the Committee shall find that any person to whom any amount is payable under the
Plan is unable to care for his or her affairs because of illness or accident, or is a minor, or has died, then any payment due
to that person or his or her estate (unless a prior claim therefor has been made by a duly appointed legal representative) may,
if the Committee so directs the Company, be paid to his or her spouse, child, relative, an institution maintaining or having custody
of that person, or any other person deemed by the Committee to be a proper recipient on behalf of that person otherwise entitled
to payment. Any such payment shall be a complete discharge of the liability of the Committee and the Company therefor.


 






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(k) Nonexclusivity
of the Plan. Neither the adoption of this Plan by the Board nor the submission of this Plan to the stockholders of the
Company for approval shall be construed as creating any limitations on the power of the Board to adopt any other incentive arrangements
it deems desirable, including, without limitation, the granting of stock options or other equity-based awards otherwise than under
this Plan, and these arrangements may be either applicable generally or only in specific cases.


 


(l) No
Trust or Fund Created. The Plan is intended to constitute an “unfunded” plan for incentive compensation. Neither
the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship
between the Company or any Affiliate, on the one hand, and a Participant or other person or entity, on the other hand. No provision
of the Plan or any Award shall require the Company, for the purpose of satisfying any obligations under the Plan, to purchase
assets or place any assets in a trust or other entity to which contributions are made or otherwise to segregate any assets, nor
shall the Company maintain separate bank accounts, books, records or other evidence of the existence of a segregated or separately
maintained or administered fund for those purposes. Participants shall have no rights under the Plan other than as unsecured general
creditors of the Company, except that insofar as they may have become entitled to payment of additional compensation by performance
of services, they shall have the same rights as other employees under general law.


 


(m) Reliance
on Reports. Each member of the Committee and each member of the Board shall be fully justified in acting or failing to
act, as the case may be, and shall not be liable for having so acted or failed to act in good faith, in reliance upon any report
made by the independent public accountant of the Company and its Affiliates and/or any other information furnished in connection
with the Plan by any agent of the Company or the Committee or the Board, other than himself.


 


(n) Relationship
to Other Benefits. No payment under the Plan shall be taken into account in determining any benefits under any pension,
retirement, profit sharing, group insurance or other benefit plan of the Company or any Affiliate except as otherwise specifically
provided in the other plan or an agreement thereunder.


 


(o) Governing
Law. The Plan shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable
to contracts made and performed wholly within the State of Delaware, without giving effect to the conflict of laws provisions
thereof.


 


(p) Severability.
If any provision of the Plan or any Award or Award Agreement is or becomes or is deemed to be invalid, illegal, or unenforceable
in any jurisdiction or as to any person or entity or Award, or would disqualify the Plan or any Award under any law deemed applicable
by the Committee, the provision shall be construed or deemed amended to conform to the Applicable Laws, or if it cannot be construed
or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, the
provision shall be construed or deemed stricken as to that jurisdiction, person or entity or Award and the remainder of the Plan
and the Award shall remain in full force and effect.


 






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(q) Obligations
Binding on Successors. The obligations of the Company under the Plan shall be binding upon any successor corporation or
organization resulting from the merger, amalgamation, consolidation or other reorganization of the Company, or upon any successor
corporation or organization succeeding to substantially all of the assets and business of the Company.


 


(r) Code
Section 409A.


 


(i) Notwithstanding
any provision of this Plan to the contrary, all Awards made under this Plan are intended to be exempt from or, in the alternative,
comply with Code Section 409A and the interpretive guidance thereunder, including the exceptions for stock rights and short-term
deferrals. The Plan shall be construed and interpreted in accordance with that intent. Each payment under an Award shall be treated
as a separate payment for purposes of Code Section 409A.


 


(ii) If
a Participant is a “specified employee” (as that term is defined for purposes of Code Section 409A) at the time of
his or her termination of service, no amount that is nonqualified deferred compensation subject to Code Section 409A and that
becomes payable by reason of the termination of service shall be paid to the Participant (or in the event of the Participant’s
death, the Participant’s representative or estate) before the earlier of  (x) the first business day after the date
that is six months following the date of the Participant’s termination of service, and (y) within 30 days following the
date of the Participant’s death. For purposes of Code Section 409A, a termination of service shall be deemed to occur only
if it is a “separation from service” within the meaning of Code Section 409A, and references in the Plan and any Award
Agreement to “termination of service” or similar terms shall mean a “separation from service.” If any
Award is or becomes subject to Code Section 409A, unless the applicable Award Agreement provides otherwise, the Award shall be
payable upon the Participant’s “separation from service” within the meaning of Code Section 409A. If any Award
is or becomes subject to Code Section 409A and if payment of the Award would be accelerated or otherwise triggered under a Change
in Control, then the definition of Change in Control shall be deemed modified, only to the extent necessary to avoid the imposition
of an excise tax under Code Section 409A, to mean a “change in control event” as that term is defined for purposes
of Code Section 409A.


 


(iii) Any
adjustments made pursuant to Section 12 to Awards that are subject to Code Section 409A shall be made in compliance
with the requirements of Code Section 409A, and any adjustments made pursuant to Section 12 to Awards that are not
subject to Code Section 409A shall be made in such a manner as to ensure that after the adjustment, the Awards either (x) continue
not to be subject to Code Section 409A or (y) comply with the requirements of Code Section 409A.


 


(s) Notification
of Election Under Code Section 83(b). If any Participant, in connection with the acquisition of Common Shares under an
Award, makes the election permitted under Code Section 83(b), the Participant shall notify the Company of the election within
ten days of filing notice of the election with the Internal Revenue Service.


 






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(t) Expenses;
Gender; Titles and Headings; Interpretation. The expenses of administering the Plan shall be borne by the Company
and its Affiliates. Masculine pronouns and other words of masculine gender shall refer to both men and women. The titles and headings
of the sections in the Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather
than those titles or headings shall control. Unless the context of the Plan otherwise requires, words using the singular or plural
number also include the plural or singular number, respectively; derivative forms of defined terms will have correlative
meanings; the terms “hereof,” “herein” and “hereunder” and derivative or similar words
refer to this entire Plan; the term “Section” refers to the specified Section of this Plan and references to
“paragraphs” or “clauses” shall be to separate paragraphs or clauses of the Section or subsection in which
the reference occurs; the words “include,” “includes” and “including” shall be deemed
to be followed by the phrase “without limitation”; and the word “or” shall be disjunctive but not
exclusive.


 


(u) Other
Agreements. Notwithstanding the above, the Committee may require, as a condition to the grant of and/or the receipt of
Common Shares or other securities under an Award, that the Participant execute lock-up, shareholder or other agreements, as it
may determine in its sole and absolute discretion.


 


(v) Payments.
Participants shall be required to pay, to the extent required by Applicable Laws, any amounts required to receive Common Shares
or other securities under any Award made under the Plan.


 


(w) Clawback;
Erroneously Awarded Compensation. All Awards (including on a retroactive basis) granted under the Plan are subject to
the terms of any Company forfeiture, incentive compensation recoupment, clawback or similar policy as it may be in effect from
time to time, as well as any similar provisions of Applicable Laws, as well as any other policy of the Company that may apply
to the Awards, such as anti-hedging or pledging policies, as they may be in effect from time to time. In particular, these policies
and/or provisions shall include, without limitation, (i) any Company policy established to comply with Applicable Laws (including,
without limitation, Section 304 of the Sarbanes-Oxley Act and Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection
Act), and/or (ii) the rules and regulations of the applicable securities exchange or inter-dealer quotation system on which
the Common Shares or other securities are listed or quoted, and these requirements shall be deemed incorporated by reference into
all outstanding Award Agreements.


 


(x) No
Fractional Shares. No fractional shares of Common Shares shall be issued or delivered pursuant to the Plan. The Committee
shall determine whether cash, other Awards, or other property shall be issued or paid in lieu of fractional shares or whether
fractional shares or any rights thereto shall be forfeited, rounded, or otherwise eliminated.


 


(y) Paperless
Administration. If the Company establishes, for itself or using the services of a third party, an automated system for
the documentation, granting or exercise of Awards, such as a system using an internet website or interactive voice response, then
the paperless documentation, granting or exercise of Awards by a Participant may be permitted through the use of such an automated
system.


 






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(z) Data
Privacy. As a condition for receiving any Award, each Participant explicitly and unambiguously consents to the collection,
use and transfer, in electronic or other form, of personal data as described in this Section 14(z) by and among the
Company and its Subsidiaries and Affiliates exclusively for implementing, administering and managing the Participant’s participation
in the Plan. The Company and its Subsidiaries and Affiliates may hold certain personal information about a Participant, including
the Participant’s name, address and telephone number; birthdate; social security, insurance number or other identification
number; salary; nationality; job title(s); any Common Shares held in the Company or its Subsidiaries and Affiliates;
and Award details, to implement, manage and administer the Plan and Awards (the “Data”). The Company and its
Subsidiaries and Affiliates may transfer the Data amongst themselves as necessary to implement, administer and manage a Participant’s
participation in the Plan, and the Company and its Subsidiaries and Affiliates may transfer the Data to third parties assisting
the Company with Plan implementation, administration and management. These recipients may be located in the Participant’s
country, or elsewhere, and the Participant’s country may have different data privacy laws and protections than the recipients’
country. By accepting an Award, each Participant authorizes the recipients to receive, possess, use, retain and transfer the Data,
in electronic or other form, to implement, administer and manage the Participant’s participation in the Plan, including
any required Data transfer to a broker or other third party with whom the Company or the Participant may elect to deposit any
Common Shares. The Data related to a Participant will be held only as long as necessary to implement, administer, and manage the
Participant’s participation in the Plan. A Participant may, at any time, view the Data that the Company holds regarding
the Participant, request additional information about the storage and processing of the Data regarding the Participant, recommend
any necessary corrections to the Data regarding the Participant or refuse or withdraw the consents in this Section 14(z)
in writing, without cost, by contacting the local human resources representative. The Company may cancel Participant’s
ability to participate in the Plan and, in the Committee’s discretion, the Participant may forfeit any outstanding Awards
if the Participant refuses or withdraws the consents in this Section 14(z).


 


(aa)Broker-Assisted
Sales. In the event of a broker-assisted sale of Common Shares in connection with the payment of amounts owed by a Participant
under or with respect to the Plan or Awards: (a) any Common Shares to be sold through the broker-assisted sale will be sold on
the day the payment first becomes due, or as soon thereafter as practicable; (b) the Common Shares may be sold as part of
a block trade with other Participants in the Plan in which all participants receive an average price; (c) the applicable
Participant will be responsible for all broker’s fees and other costs of sale, and by accepting an Award, each Participant
agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale;
(d) to the extent the Company or its designee receives proceeds of the sale that exceed the amount owed, the Company will pay
the excess in cash to the applicable Participant as soon as reasonably practicable; (e) the Company and its designees are
under no obligation to arrange for the sale at any particular price; and (f) if the proceeds of the sale are insufficient
to satisfy the Participant’s applicable obligation, the Participant may be required to pay immediately upon demand to the
Company or its designee an amount in cash sufficient to satisfy any remaining portion of the Participant’s obligation.


 


 


 


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