Exhibit 10.1 


 


AEROVIRONMENT, INC.





2021 EQUITY INCENTIVE PLAN


 


ARTICLE 1


 


PURPOSE


 


The purpose of the AeroVironment, Inc. 2021
Equity Incentive Plan (the “Plan”) is to promote the success and enhance the value of AeroVironment, Inc. (the
 “Company”) by linking the personal interests of the members of the Board, Employees, and Consultants to those of Company
stockholders and by providing such individuals with an incentive for outstanding performance to generate superior returns to Company stockholders.
The Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of members
of the Board, Employees, and Consultants upon whose judgment, interest, and special effort the successful conduct of the Company’s
operation is largely dependent.


 


ARTICLE 2


 


DEFINITIONS AND CONSTRUCTION


 


Wherever the following terms are used in the Plan
they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural
where the context so indicates.


 


2.1            “Applicable
Accounting Standards” shall mean Generally Accepted Accounting Principles in the United States, International Financial
Reporting Standards or such other accounting principles or standards as may apply to the Company’s financial statements under United
States federal securities laws from time to time.


 


2.2            “Award”
means an Option, a Restricted Stock award, a Stock Appreciation Right award, a Performance Share award, a Performance Stock Unit award,
a Dividend Equivalents award, a Stock Payment award, a Deferred Stock award, a Restricted Stock Unit award or an Other Stock or Cash-Based
Award granted to a Participant pursuant to the Plan.


 


2.3            “Award
Agreement” means any written agreement, contract, or other instrument or document evidencing an Award, including through electronic
medium, which shall contain such terms and conditions with respect to an Award as the Committee shall determine consistent with the Plan.


 


2.4            “Beneficial
Owner” has the meaning as used in Rule 13d-3 promulgated under the Exchange Act. The terms "Beneficially Owned"
and "Beneficial Ownership" each has a correlative meaning.


 


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


 


2.6            “Change
in Control” means, and will be deemed to have occurred upon, any of the following events:


 


(a)            The
acquisition by any Person of Beneficial Ownership of 30% or more of the outstanding voting power; provided, however, that the following
acquisitions will not constitute a Change in Control for purposes of this subparagraph (a): (i) any acquisition directly from the
Company; (ii) any acquisition by the Company or any of its Subsidiaries; (iii) any acquisition by any employee benefit plan
(or related trust) sponsored or maintained by the Company or any of its Subsidiaries; or (iv) any acquisition by any Person pursuant
to a transaction which complies with clauses (i), (ii), and (iii) of subparagraph (c) below; or


 






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(b)            Individuals
who at the beginning of any two-year period constitute the Board (the “Incumbent Board”) cease for any reason to
constitute at least a majority of the Board; provided, however, that any individual who becomes a director of the Company during
such two-year period and whose election or whose nomination for election by the Company’s stockholders, to the Board was
either (i) approved by a vote of at least a majority of the directors then comprising the Incumbent Board or
(ii) recommended by a nominating committee comprised entirely of directors who are then Incumbent Board members will be
considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual
whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in
Rule 14a-11 of Regulation 14A promulgated under the Exchange Act), other actual or threatened solicitation of proxies or
consents, or an actual or threatened tender offer; or


 


(c)            Consummation
of a reorganization, merger, or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a
 “Business Combination”), in each case unless following such Business Combination, (i) all or substantially all
of the Persons who were the Beneficial Owners, respectively, of the outstanding shares and outstanding voting securities immediately prior
to such Business Combination own, directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors of the Company, as the case may be, of the entity resulting from the Business
Combination (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all
of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Business Combination, of the outstanding voting securities (provided, however, that for purposes of this clause
(i) any shares of common stock or voting securities of such resulting entity received by such Beneficial Owners in such Business
Combination other than as the result of such Beneficial Owners’ ownership of outstanding shares or outstanding voting securities
immediately prior to such Business Combination will not be considered to be owned by such Beneficial Owners for the purposes of calculating
their percentage of ownership of the outstanding common stock and voting power of the resulting entity); (ii) no Person (excluding
any entity resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such entity resulting
from the Business Combination) beneficially owns, directly or indirectly, 30% or more of the combined voting power of the then outstanding
voting securities of such entity resulting from the Business Combination unless such Person owned 30% or more of the outstanding shares
or outstanding voting securities immediately prior to the Business Combination; and (iii) at least a majority of the members of the
board of directors of the entity resulting from such Business Combination were members of the Board at the time of the execution of the
initial agreement or the action of the Board providing for such Business Combination; or


 


(d)            Approval
by the Company’s stockholders of a complete liquidation or dissolution of the Company.


 


For purposes of clause (c), any Person who acquires
outstanding voting securities of the entity resulting from the Business Combination by virtue of ownership, prior to such Business Combination,
of outstanding voting securities of both the Company and the entity or entities with which the Company is combined shall be treated as
two Persons after the Business Combination, who shall be treated as owning outstanding voting securities of the entity resulting from
the Business Combination by virtue of ownership, prior to such Business Combination of, respectively, outstanding voting securities of
the Company, and of the entity or entities with which the Company is combined.


 






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In addition, if a Change in Control constitutes a payment event with
respect to any Award which provides for the deferral of compensation and is subject to Section 409A of the Code, the transaction
or event described in subsection (a), (b), (c) or (d) with respect to such Award must also constitute a “change in
control event,” as defined in Treasury Regulation §1.409A-3(i)(5) to the extent required by Section 409A.


 


The Committee shall have full and final authority,
which shall be exercised in its discretion, to determine conclusively whether a Change in Control of the Company has occurred pursuant
to the above definition, and the date of the occurrence of such Change in Control and any incidental matters relating thereto.


 


2.7            “Code”
means the Internal Revenue Code of 1986, as amended.


 


2.8            “Committee”
means the Compensation Committee of the Board, or another committee or subcommittee of the Board appointed as described in Article 11.


 


2.9            “Consultant”
means any consultant or adviser engaged to provide services to the Company or any Subsidiary that qualifies as a consultant under the
applicable rules of the Securities and Exchange Commission for registration of shares on a Form S-8 Registration Statement.


 


2.10            “Deferred
Stock” means a right to receive a specified number of shares of Stock during specified time periods pursuant to Article 8.


 


2.11            “Disability”
means “disability,” as such term is defined in Section 22(e)(3) of the Code.


 


2.12            “Dividend
Equivalents” means a right granted to a Participant pursuant to Article 8 to receive the equivalent value (in cash or Stock)
of dividends paid on Stock.


 


2.13            “Effective
Date” shall have the meaning assigned to such term in Article 12.


 


2.14            “Eligible
Individual” means any person who is an Employee, a Consultant or a member of the Board, as determined by the Committee.


 


2.15            “Employee”
means any officer or other employee (as defined in accordance with Section 3401(c) of the Code) of the Company or any Subsidiary.


 


2.16            “Equity
Restructuring” means a non-reciprocal transaction between the Company and its stockholders, such as a stock dividend, stock
split, spin-off, rights offering or recapitalization, including any large non-recurring cash dividend, that affects the Stock (or other
securities of the Company) or the share price and causes a change in the per share value of the Stock underlying outstanding Awards, as
determined by the Committee.


 


2.17            “Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


2.18            “Fair
Market Value” means, as of any given date, the fair market value of a share of Stock on the date determined by such methods
or procedures as may be established from time to time by the Committee. Unless otherwise determined by the Committee, the Fair Market
Value of a share of Stock as of any date shall be the closing sales price for a share of Stock as reported on the NASDAQ Global Market
or the NASDAQ Global Select Market (or on any established stock exchange or national market system on which the Stock is then listed)
for the date of determination or, if no such prices are reported for that date, the closing sales price for a share of Stock on the last
trading date prior to the date of determination.


 






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2.19            “Incentive
Stock Option” means an Option that is intended to meet the requirements of Section 422 of the Code or any successor provision
thereto.


 


2.20            “Independent
Director” means a member of the Board who is not an Employee of the Company.


 


2.21            “Misconduct”
shall mean the occurrence of any of, but not limited to, the following: (a) conviction of a Participant of any felony or any
crime involving fraud or dishonesty; (b) a Participant’s participation (whether by affirmative act or omission) in a
fraud, act or dishonesty or other act of misconduct against the Company and/or any Subsidiary; (c) conduct by a Participant
which, based upon a good faith and reasonable factual investigation by the Company (or, if a Participant is an executive officer, by
the Board), demonstrates such Participant’s unfitness to serve; (d) a Participant’s violation of any statutory or
fiduciary duty, or duty of loyalty owed to the Company and/or any Subsidiary; (e) a Participant’s violation of state or
federal law in connection with the Participant’s performance of his or her job which has an adverse effect on the Company
and/or any Subsidiary; and (f) a Participant’s violation of Company policy which has a material adverse effect on the
Company and/or any Subsidiary. Notwithstanding the foregoing, a Participant’s Disability shall not constitute Misconduct as
set forth herein. The determination that a termination is for Misconduct shall be by the Committee it its sole and exclusive
judgment and discretion. Notwithstanding the foregoing, if a Participant is a party to an employment or severance agreement with the
Company or any Subsidiary in effect as of the date of grant of an Award which defines “Misconduct” or
 “Cause” or a similar term, “Misconduct” for purposes of the Plan and such Award shall have the meaning given
to such term in such employment or severance agreement.


 


2.22            “Non-Employee
Director” means a member of the Board who qualifies as a “Non-Employee Director” as defined in Rule 16b-3(b)(3) of
the Exchange Act, or any successor definition adopted by the Board.


 


2.23            “Non-Qualified
Stock Option” means an Option that is not intended to be, or does not otherwise qualify as, an Incentive Stock Option.


 


2.24            “Option”
means a right granted to a Participant pursuant to Article 5 of the Plan to purchase a specified number of shares of Stock at a specified
price during specified time periods. An Option may be either an Incentive Stock Option or a Non-Qualified Stock Option.


 


2.25            “Other
Stock or Cash-Based Award” means an Award granted or denominated in Stock or units of Stock or a cash value or otherwise as
provided pursuant to Section 8.7 of the Plan.


 


2.26            “Participant”
means any Eligible Individual who, as an Independent Director, Consultant or Employee, has been granted an Award pursuant to the Plan.


 






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2.27            “Performance
Criteria” means the criteria (and adjustments) that the Committee selects for purposes of establishing the Performance Goal
or Performance Goals for a Participant for a Performance Period, determined as follows:


 


(a)            The
Performance Criteria that may be used to establish Performance Goals for Awards may include, without limitation, one or more of the following:
earnings before interest, taxes, depreciation, and/or amortization (“EBITDA”), adjusted EBITDA, net earnings (either
before or after interest, taxes, depreciation and amortization), economic value-added (as determined by the Committee), gross or net sales
or revenue, net income (either before or after taxes), operating earnings, cash flow (including, but not limited to, operating cash flow
and free cash flow), operating earnings, adjusted operating earnings, stockholders’ equity, return on stockholders’ equity,
return on assets, return on capital, total stockholder returns, return on sales, gross or net profit or operating margin, operating or
other costs and expenses, improvements in expense levels, margins, working capital, earnings per share of Stock, price per share of Stock,
implementation or completion of critical projects, market share, comparisons with various stock market indices, capital raised in financing
transactions or other financing milestones, market recognition (including but not limited to awards and analyst ratings), financial ratios,
and implementation, completion or attainment of objectively determinable objectives relating to research, development, regulatory, commercial
or strategic milestones or developments, any of which may be measured either in absolute terms or as compared to any incremental increase
or decrease or as compared to results of a peer group or to market performance indicators or indices. Any Performance Criteria may, in
the discretion of the Committee, be determined in accordance with Applicable Accounting Standards, if applicable.


 


(b)            The
Committee may, in its sole discretion, provide that one or more adjustments will be made to one or more of the Performance Goals
established for any Performance Period. Such adjustments may include, without limitation, one or more of the following: items
related to a change in accounting principles, items relating to financing activities, expenses for restructuring or productivity
initiatives, non-cash charges, including those relating to share-based awards, other non-operating items, items related to
acquisitions or other strategic transactions, items attributable to the business operations of any entity acquired by us during the
Performance Period, items related to the disposal of a business of segment of a business, items related to discontinued operations
that do not qualify as a segment of a business under Applicable Accounting Standards, items attributable to any stock dividend,
stock split, combination or exchange of shares occurring during the Performance Period, any other items of significant income or
expense which are determined to be appropriate adjustments, items relating to unusual or extraordinary corporate transactions,
events or developments, items related to amortization of acquired intangible assets, items that are outside the scope of the
Company’s core, on-going business activities, items relating to changes in tax laws, items relating to asset impairment
charges, items relating to gains or losses for litigation, arbitration and contractual settlements, or items relating to any other
unusual or nonrecurring events or changes in applicable laws, accounting principles or business conditions.


 


2.28            “Performance
Goals” means, for a Performance Period, the goals established in writing by the Committee for the Performance Period, which
goals may be based upon the Performance Criteria. The Performance Goals may be expressed in terms of overall Company performance or the
performance of a Subsidiary, division, business unit, or an individual.


 


2.29            “Performance
Period” means the one or more periods of time, which may be of varying and overlapping durations, as the Committee may select,
over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s right
to, and the payment of, an Award.


 


2.30            “Performance
Share” means a right granted to a Participant pursuant to Article 8, to receive Stock, the payment of which is contingent
upon achieving certain Performance Goals or other performance-based targets established by the Committee.


 


2.31            “Performance
Stock Unit” means a right granted to a Participant pursuant to Article 8, to receive Stock, the payment of which is contingent
upon achieving certain Performance Goals or other performance-based targets established by the Committee.


 






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2.32            “Person”
has the meaning as defined in Section 3(a)(9) of the Exchange Act and used in Section 13(d) or 14(d) of the Exchange
Act, and will include any “group” as such term is used in such sections.


 


2.33            “Plan”
means this AeroVironment, Inc. 2021 Equity Incentive Plan, as it may be further amended from time to time.


 


2.34            “Prior
Plan” means the AeroVironment, Inc. 2006 Equity Incentive Plan, as amended and restated.


 


2.35            “Prior
Plan Award” means an award outstanding under the Prior Plan as of the Effective Date.


 


2.36            “Restricted
Stock” means Stock awarded to a Participant pursuant to Article 6 that is subject to certain restrictions and may be subject
to risk of forfeiture.


 


2.37            “Restricted
Stock Unit” means an Award granted pursuant to Section 8.6.


 


2.38            “Securities
Act” shall mean the Securities Act of 1933, as amended.


 


2.39            “Stock”
means the common stock of the Company, $0.0001 par value, and such other securities of the Company that may be substituted for Stock pursuant
to Article 10.


 


2.40            “Stock
Appreciation Right” or “SAR” means a right granted pursuant to Article 7 to receive a payment equal
to the excess of the Fair Market Value of a specified number of shares of Stock on the date the SAR is exercised over the Fair Market
Value on the date the SAR was granted as set forth in the applicable Award Agreement.


 


2.41            “Stock
Payment” means (a) a payment in the form of shares of Stock, or (b) an option or other right to purchase shares of
Stock, as part of any bonus, deferred compensation or other arrangement, made in lieu of all or any portion of the compensation, granted
pursuant to Article 8.


 


2.42            “Subsidiary”
means any “subsidiary corporation” as defined in Section 424(f) of the Code and any applicable regulations promulgated
thereunder or any other entity of which a majority of the outstanding voting stock or voting power is beneficially owned directly or indirectly
by the Company.


 


2.43            “Substitute
Award” shall mean an Award granted under the Plan upon the assumption of, or in substitution for, outstanding equity awards
previously granted by a company or other entity in connection with a corporate transaction, such as a merger, combination, consolidation
or acquisition of property or stock; provided, however, that in no event shall the term “Substitute Award” be construed to
refer to an award made in connection with the cancellation and repricing of an Option or Stock Appreciation Right.


 





2.44            “Termination
of Consultancy” shall mean the time when the engagement of the Participant as a Consultant to the Company or to a Subsidiary
is terminated for any reason, with or without cause, including, but not by way of limitation, by resignation, discharge, death or retirement,
but excluding: (a) terminations where there is a simultaneous employment or continuing employment of the Participant by the Company
or any Subsidiary, and (b) terminations where there is a simultaneous reestablishment of a consulting relationship or continuing
consulting relationship between the Participant and the Company or any Subsidiary. The Committee, in its absolute discretion, shall determine
the effect of all matters and questions relating to Termination of Consultancy, including, but not by way of limitation, the question
of whether a particular leave of absence constitutes a Termination of Consultancy. Notwithstanding any other provision of the Plan, the
Company or any Subsidiary has an absolute and unrestricted right to terminate a Consultant’s service at any time for any reason
whatsoever, with or without cause, except to the extent expressly provided otherwise in writing.


 






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2.45            “Termination
of Directorship” shall mean the time when the Participant, if he or she is or becomes an Independent Director, ceases to be
a Director for any reason, including, but not by way of limitation, a termination by resignation, failure to be elected, death or retirement.
The Board, in its sole and absolute discretion, shall determine the effect of all matters and questions relating to Termination of Directorship
with respect to Independent Directors.


 


2.46            “Termination
of Employment” shall mean the time when the employee-employer relationship between the Participant and the Company or any Subsidiary
is terminated for any reason, with or without cause, including, but not by way of limitation, a termination by resignation, discharge,
death, Disability or retirement; but excluding: (a) terminations where there is a simultaneous reemployment or continuing employment
of the Participant by the Company or any Subsidiary, and (b) terminations where there is a simultaneous establishment of a consulting
relationship or continuing consulting relationship between the Participant and the Company or any Subsidiary. The Committee, in its absolute
discretion, shall determine the effect of all matters and questions relating to Termination of Employment, including, but not by way of
limitation, the question of whether a particular leave of absence constitutes a Termination of Employment.


 


2.47            “Termination
of Service” shall mean the last to occur of a Participant’s Termination of Consultancy, Termination of Directorship or
Termination of Employment, as applicable. A Participant shall not be deemed to have a Termination of Service merely because of a change
in the capacity in which the Participant renders service to the Company or any Subsidiary (i.e., a Participant who is an Employee
becomes a Consultant) or a change in the entity for which the Participant renders such service (i.e., an Employee of the Company
becomes an Employee of a Subsidiary), unless following such change in capacity or service the Participant is no longer serving as an Employee, Independent
Director or Consultant of the Company or any Subsidiary.


 


ARTICLE 3


 


SHARES SUBJECT TO THE PLAN


 


3.1            Number
of Shares.


 


(a)            Subject
to Article 10, the aggregate number of shares of Stock which may be issued or transferred pursuant to Awards under the Plan shall
be equal to the sum of (i) 1,240,000 shares, plus (ii) any shares subject to Prior Plan Awards that again become available for
grant pursuant to this Section 3.1(a) on or after the Effective Date. The Prior Plan expired prior to the Effective Date, and
no further awards may be granted under the Prior Plan; however Prior Plan Awards will remain subject to the terms of the Prior Plan. To
the extent that an Award or a Prior Plan Award terminates, expires, or lapses for any reason, or an Award or Prior Plan Award is settled
in cash without the delivery of shares of Stock to the Participant, then any shares of Stock subject to the Award or the Prior Plan Award
shall again be available for the grant of an Award pursuant to the Plan. Additionally, any shares of Stock tendered or withheld to satisfy
the grant or exercise price or tax withholding obligation pursuant to any Award or any Prior Plan Award shall again be available for the
grant of an Award pursuant to the Plan. If any shares of Restricted Stock are forfeited by a Participant or repurchased by the Company
pursuant to Section 6.3 hereof, such shares shall again be available for the grant of an Award pursuant to the Plan. The payment
of Dividend Equivalents in cash in conjunction with any outstanding Awards (or Prior Plan Awards) shall not be counted against the shares
available for issuance under the Plan. Notwithstanding anything to the contrary herein, no more than 1,240,000 shares of Stock
may be issued pursuant to the exercise of Incentive Stock Options granted under the Plan.


 






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(b)            To
the extent permitted by applicable law or any exchange rule, Substitute Awards shall not reduce the shares of Stock authorized for grant
under the Plan. Additionally, in the event that a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary
combines has shares available under a pre-existing plan approved by stockholders and not adopted in contemplation of such acquisition
or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate,
using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration
payable to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan
and shall not reduce the shares of Stock authorized for grant under the Plan (and shares of Stock subject to such Awards shall not be
added to the shares available for Awards under the Plan as provided in Section 3.1(a) above); provided that Awards using such
available shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent
the acquisition or combination, and grants of Awards using such available shares are permitted without stockholder approval under the
rules of the principal securities exchange on which the shares of Stock are then listed and such grants shall only be made to individuals
who were not employed by or providing services to the Company or its Subsidiaries immediately prior to such acquisition or combination.


 


(c)            Notwithstanding
the provisions of this Section 3.1, no shares of Stock may again be or, as applicable, may become eligible to be, optioned, granted
or awarded if such action would cause an Incentive Stock Option to fail to qualify as an incentive stock option under Section 422
of the Code.


 


3.2            Stock
Distributed.  Any Stock distributed pursuant to an Award may consist, in whole or in part, of authorized and unissued Stock,
treasury Stock or Stock purchased on the open market.


 


3.3            Limitation
on Director Compensation.  Notwithstanding any provision in the Plan to the contrary, and subject to Article 10,
the sum of any cash compensation, or other compensation, and the value (determined as of the grant date in accordance with Financial Accounting
Standards Board Accounting Standards Codification Topic 718, or any successor thereto) of Awards granted to an Independent Director as
compensation for services as an Independent Director during any fiscal year of the Company may not exceed $500,000, increased to $700,000
in the fiscal year of his or her initial service as an Independent Director. The Committee may make exceptions to this limit for individual
Independent Directors in extraordinary circumstances, as the Committee may determine in its discretion, provided that the Independent
Director receiving such additional compensation may not participate in the decision to award such compensation or in other contemporaneous
compensation decisions involving Independent Directors.


 


ARTICLE 4


 


ELIGIBILITY AND PARTICIPATION


 


4.1            Eligibility. 
Each Eligible Individual shall be eligible to be granted one or more Awards pursuant to the Plan.


 






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4.2            Participation. 
Subject to the provisions of the Plan, the Committee may, from time to time, select from among all Eligible Individuals, those to whom
Awards shall be granted and shall determine the nature and amount of each Award. No Eligible Individual shall have any right to be granted
an Award pursuant to this Plan.


 


4.3            Foreign
Participants.  In order to assure the viability of Awards granted to Participants employed in foreign countries, the Committee
may provide for such special terms as it may consider necessary or appropriate to accommodate differences in local law, tax policy, or
custom. Moreover, the Committee may approve such supplements to, or amendments, restatements, or alternative versions of, the Plan as
it may consider necessary or appropriate for such purposes without thereby affecting the terms of the Plan as in effect for any other
purpose; provided, however, that no such supplements, amendments, restatements, or alternative versions shall increase the share
limitations contained in Sections 3.1 of the Plan.


 


ARTICLE 5


 


STOCK OPTIONS


 


5.1            General. 
The Committee is authorized to grant Options to Participants on the following terms and conditions:


 


(a)            Exercise
Price.  The exercise price per share of Stock subject to an Option shall be determined by the Committee and set forth in the
Award Agreement; provided that the exercise price for any Option shall not be less than 100% of the Fair Market Value of a share
of Stock on the date of grant.


 


(b)            Time
and Conditions of Exercise.  The Committee shall determine the time or times at which an Option may be exercised in whole or
in part; provided, however, that the term of an Option shall not be more than ten years from the date the Option is
granted. The Committee shall also determine the performance or other conditions, if any, that must be satisfied before all or part of
an Option may be exercised.


 


(c)            Manner
of Exercise.  All or a portion of an exercisable Option shall be deemed exercised upon delivery of all of the following to the
Secretary of the Company, or such other person or entity designated by the Committee, or his, her or its office, as applicable:


 


(i)            A
written or electronic notice complying with the applicable rules established by the Committee stating that the Option, or a portion
thereof, is exercised. The notice shall be signed by the Participant or other person then entitled to exercise the Option or such portion
of the Option;


 


(ii)            Such
representations and documents as the Committee, in its sole discretion, deems necessary or advisable to effect compliance with all applicable
provisions of the Securities Act and any other federal, state or foreign securities laws or regulations. The Committee may, in its sole
discretion, also take whatever additional actions it deems appropriate to effect such compliance including, without limitation, placing
legends on share certificates and issuing stop-transfer notices to agents and registrars;


 


(iii)            In
the event that the Option shall be exercised pursuant to Section 9.5 by any person or persons other than the Participant, appropriate
proof of the right of such person or persons to exercise the Option; and


 






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(iv)            Full
payment of the exercise price and applicable withholding taxes to the Secretary of the Company for the shares with respect to which the
Option, or portion thereof, is exercised, in a manner permitted by Section 9.1 and 9.2.


 


5.2            Incentive
Stock Options.  The terms of any Incentive Stock Options granted pursuant to the Plan must comply with the conditions and limitations
contained Article 12 and this Section 5.2.


 


(a)          
Eligibility.  Incentive Stock Options may be granted only to employees (as defined in accordance with Section 3401(c) of
the Code) of the Company or a Subsidiary which constitutes a “subsidiary corporation” of the Company (within the meaning of
Section 424(f) of the Code and the applicable regulations promulgated thereunder).


 


(b)            Exercise
Price.  The exercise price per share of Stock shall be set by the Committee; provided that subject to Section 5.2(e) the
exercise price for any Incentive Stock Option shall not be less than 100% of the Fair Market Value on the date of grant.


 


(c)            Expiration. 
Subject to Section 5.2(e), an Incentive Stock Option may not be exercised to any extent by anyone after the tenth anniversary of
the date it is granted, unless an earlier time is set in the Award Agreement.


 


(d)            Individual
Dollar Limitation.  The aggregate Fair Market Value (determined as of the time the Option is granted) of all shares of Stock
with respect to which Incentive Stock Options are first exercisable by a Participant in any calendar year may not exceed $100,000 or such
other limitation as imposed by Section 422(d) of the Code, or any successor provision. To the extent that Incentive Stock Options
are first exercisable by a Participant in excess of such limitation, the excess shall be considered Non-Qualified Stock Options.


 


(e)            Ten
Percent Owners.  An Incentive Stock Option shall be granted to any individual who, at the date of grant, owns stock possessing
more than ten percent of the total combined voting power of all classes of Stock of the Company or any “subsidiary corporation”
of the Company (within the meaning of Section 424 of the Code) only if such Option is granted at an exercise price per share that
is not less than 110% of the Fair Market Value per share of Stock on the date of grant and the Option is exercisable for no more than
five years from the date of grant.


 


(f)            Notice
of Disposition.  The Participant shall give the Company prompt notice of any disposition of shares of Stock acquired by exercise
of an Incentive Stock Option within (i) two years from the date of grant of such Incentive Stock Option or (ii) one year after
the transfer of such shares of Stock to the Participant.


 


(g)            Transferability;
Right to Exercise.  An Incentive Stock Option shall not be transferable by the Participant other than by will or by the laws
of descent or distribution. During a Participant’s lifetime, an Incentive Stock Option may be exercised only by the Participant.


 


5.3            Substitute
Awards.  Notwithstanding the foregoing provisions of this Article 5 to the contrary, in the case of an Option that is a
Substitute Award, the price per share of the shares of Stock subject to such Option may be less than the Fair Market Value per share on
the date of grant; provided that, unless otherwise determined by the Committee, the exercise price of any Substitute Award shall be determined
in accordance with the applicable requirements of Sections 424 and 409A of the Code .


 






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ARTICLE 6


 





RESTRICTED STOCK AWARDS


 


6.1            Grant
of Restricted Stock.  The Committee is authorized to make Awards of Restricted Stock to any Participant selected by the Committee
in such amounts and subject to such terms and conditions as determined by the Committee. The Committee shall establish the purchase price,
if any, and form of payment for Restricted Stock; provided, however, that if a purchase price is charged, such purchase
price shall be no less than the par value, if any, of the shares of Stock to be purchased, unless otherwise permitted by applicable law.
In all cases, legal consideration shall be required for each issuance of Restricted Stock.


 


6.2            Issuance
and Restrictions.  Restricted Stock shall be subject to such restrictions on transferability and other restrictions as the Committee
may impose (including, without limitation, limitations on the right to vote Restricted Stock or the right to receive dividends on the
Restricted Stock). These restrictions may lapse separately or in combination at such times, pursuant to such circumstances, in such installments,
or otherwise, as the Committee determines at the time of the grant of the Award or thereafter. Notwithstanding anything to the contrary
herein, dividends with respect to an Award of Restricted Stock subject to vesting shall be accumulated and subject to vesting to the same
extent as the related shares of Restricted Stock.


 


6.3            Repurchase
or Forfeiture of Restricted Stock.  Except as otherwise determined by the Committee at the time of the grant of the Award or
thereafter, (a) if no price was paid by the Participant for the Restricted Stock, upon a Termination of Service during the applicable
restriction period, the Participant’s rights in unvested Restricted Stock then subject to restrictions shall lapse, and such Restricted
Stock shall be surrendered to the Company and cancelled without consideration, and (b) if a price was paid by the Participant for
the Restricted Stock, upon a Termination of Service during the applicable restriction period, the Company shall have the right to repurchase
from the Participant the unvested Restricted Stock then subject to restrictions at a cash price per share equal to the price paid by the
Participant for such Restricted Stock or such other amount as may be specified in the Award Agreement.


 


6.4            Certificates
or Book Entries for Restricted Stock.  Restricted Stock granted pursuant to the Plan may be evidenced in such manner as the Committee
shall determine. Certificates or book entries evidencing shares of Restricted Stock must bear an appropriate legend or notation referring
to the terms, conditions, and restrictions applicable to such Restricted Stock, and the Company may, at its discretion, retain physical
possession of any stock certificate until such time as all applicable restrictions lapse or the Award Agreement may provide that the shares
shall be held in escrow by an escrow agent designated by the Company.


 


ARTICLE 7


 


STOCK APPRECIATION RIGHTS


 


7.1            Grant
of Stock Appreciation Rights. A Stock Appreciation Right may be granted to any Participant selected by the Committee. A Stock Appreciation
Right shall be subject to such terms and conditions not inconsistent with the Plan as the Committee shall impose.


 


7.2            Stock
Appreciation Rights.


 


(a)            A
Stock Appreciation Right shall have a term set by the Committee, which term shall not be more than ten (10) years from the date the
Stock Appreciation Right is granted. A Stock Appreciation Right shall be exercisable in such installments as the Committee may determine.
A Stock Appreciation Right shall cover such number of shares of Stock as the Committee may determine.


 






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(b)            A
Stock Appreciation Right shall entitle the Participant (or other person entitled to exercise the Stock Appreciation Right pursuant
to the Plan) to exercise all or a specified portion of the Stock Appreciation Right (to the extent then exercisable pursuant to its
terms) and to receive from the Company an amount determined by multiplying the difference obtained by subtracting the exercise price
per share of the Stock Appreciation Right from the Fair Market Value of a share of Stock on the date of exercise of the Stock
Appreciation Right by the number of shares of Stock with respect to which the Stock Appreciation Right shall have been exercised,
subject to any limitations the Committee may impose. Except as described in (c) below, the exercise price per share of Stock
subject to each Stock Appreciation Right shall be set by the Committee, but shall not be less than 100% of the Fair Market Value on
the date the Stock Appreciation Right is granted.


 


(c)            Notwithstanding
the foregoing provisions of Section 7.2(b) to the contrary, in the case of an Stock Appreciation Right that is a Substitute
Award, the price per share of the shares of Stock subject to such Stock Appreciation Right may be less than 100% of the Fair Market Value
per share on the date of grant; provided that unless otherwise determined by the Committee, the exercise price of any Substitute Award
shall be determined in accordance with the applicable requirements of Sections 424 and 409A of the Code.


 


7.3            Payment
and Limitations on Exercise.


 


(a)            Payment
of the amounts determined under Section 7.2(b) above shall be in cash, in Stock (based on its Fair Market Value as of the date
the Stock Appreciation Right is exercised) or a combination of both, as determined by the Committee in the Award Agreement. To the extent
payment for a Stock Appreciation Right is to be made in cash, the Award Agreements shall specify the date of payment which may be different
than the date of exercise of the Stock Appreciation Right, to the extent necessary to comply with the requirements of Section 409A
of the Code, as applicable. If the date of payment for a Stock Appreciation Right is later than the date of exercise, the Award Agreement
may specify that the Participant be entitled to earnings on such amount until paid.


 


(b)            To
the extent any payment under Section 7.2(b) is effected in Stock it shall be made subject to satisfaction of all provisions
of Article 5 above pertaining to Options.


 


7.4            Manner
of Exercise.  All or a portion of an exercisable Stock Appreciation Right shall be deemed exercised upon delivery of all of the
following to the Secretary of the Company, or such other person or entity designated by the Committee, or his, her or its office, as applicable:


 


(a)            A
written or electronic notice complying with the applicable rules established by the Committee stating that the Stock Appreciation
Right, or a portion thereof, is exercised. The notice shall be signed by the Participant or other person then entitled to exercise the
Stock Appreciation Right or such portion of the Stock Appreciation Right;


 


(b)            Such
representations and documents as the Committee, in its sole discretion, deems necessary or advisable to effect compliance with all applicable
provisions of the Securities Act and any other federal, state or foreign securities laws or regulations. The Committee may, in its sole
discretion, also take whatever additional actions it deems appropriate to effect such compliance; and


 






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(c)            In
the event that the Stock Appreciation Right shall be exercised pursuant to this Section 7.4 by any person or persons other than the
Participant, appropriate proof of the right of such person or persons to exercise the Stock Appreciation Right


 


ARTICLE 8


 


OTHER TYPES OF AWARDS


 


8.1            Performance
Share Awards.  Any Participant selected by the Committee may be granted one or more Performance Share awards which shall be
denominated in a number of shares of Stock and which may be linked to any one or more of the Performance Criteria or other specific
performance criteria determined appropriate by the Committee, in each case on a specified date or dates or over any period or
periods determined by the Committee. In making such determinations, the Committee shall consider (among such other factors as it
deems relevant in light of the specific type of award) the contributions, responsibilities and other compensation of the particular
Participant.


 


8.2            Performance
Stock Units.  Any Participant selected by the Committee may be granted one or more Performance Stock Unit awards which shall
be denominated in units of value including dollar value of shares of Stock and which may be linked to any one or more of the Performance
Criteria or other specific performance criteria determined appropriate by the Committee, in each case on a specified date or dates or
over any period or periods determined by the Committee. In making such determinations, the Committee shall consider (among such other
factors as it deems relevant in light of the specific type of award) the contributions, responsibilities and other compensation of the
particular Participant.


 


8.3            Dividend
Equivalents.


 


(a)            Any
Participant selected by the Committee may be granted Dividend Equivalents based on the dividends declared on the shares of Stock that
are subject to any Award, to be credited as of dividend payment dates, during the period between the date the Award is granted and the
date the Award is exercised, vests or expires, as determined by the Committee. Such Dividend Equivalents shall be converted to cash or
additional shares of Stock by such formula as may be determined by the Committee.


 


(b)            Notwithstanding
anything to the contrary in the Plan, dividends or Dividend Equivalents with respect to an Award that is subject to vesting and that are
based on dividends paid prior to the vesting of such Award shall only be paid out to the Participant to the extent that the vesting conditions
applicable to such Award are subsequently satisfied and such Award vests.


 


(c)            Notwithstanding
the foregoing, no dividends or Dividend Equivalents shall be payable on or with respect to with respect to Options or SARs.


 


8.4            Stock
Payments.  Any Participant selected by the Committee may receive Stock Payments in the manner determined from time to time by
the Committee. The number of shares of Stock or the number of options or other rights to purchase shares of Stock subject to a Stock Payment
shall be determined by the Committee and may be based upon the Performance Criteria or other specific performance criteria determined
appropriate by the Committee, determined on the date such Stock Payment is made or on any date thereafter.


 


8.5            Deferred
Stock.  Any Participant selected by the Committee may be granted an award of Deferred Stock in the manner determined from time
to time by the Committee. The number of shares of Deferred Stock shall be determined by the Committee and may be linked to the Performance
Criteria or other specific performance criteria determined to be appropriate by the Committee, in each case on a specified date or dates
or over any period or periods determined by the Committee. Stock underlying a Deferred Stock award will not be issued until the Deferred
Stock award has vested, pursuant to a vesting schedule or performance criteria set by the Committee. Unless otherwise provided by the
Committee, a Participant awarded Deferred Stock shall have no rights as a Company stockholder with respect to such Deferred Stock until
such time as the Deferred Stock Award has vested and the Stock underlying the Deferred Stock Award has been issued. Deferred Stock Awards
may also provide for settlement in cash, in the discretion of the Committee.


 






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8.6            Restricted
Stock Units.  The Committee is authorized to make Awards of Restricted Stock Units to any Participant selected by the
Committee in such amounts and subject to such terms and conditions as determined by the Committee. At the time of grant, the
Committee shall specify the date or dates on which the Restricted Stock Units shall become fully vested and nonforfeitable, and may
specify such conditions to vesting as it deems appropriate. At the time of grant, the Committee shall specify the maturity date
applicable to each grant of Restricted Stock Units which shall be no earlier than the vesting date or dates of the Award and may be
determined at the election of the grantee. On the maturity date, the Company shall, subject to Section 9.7(b), transfer to the
Participant one unrestricted, fully transferable share of Stock for each Restricted Stock Unit scheduled to be paid out on such date
and not previously forfeited. The Committee shall specify the purchase price, if any, to be paid by the grantee to the Company for
such shares of Stock. Restricted Stock Units may also provide for settlement in cash, in the discretion of the Committee.


 


8.7            Other
Stock or Cash-Based Awards.  Any Participant selected by the Committee may be granted one or more Awards that provide Participants
with shares of Stock, the right to purchase shares of Stock or cash or that have a value derived from the value of, or an exercise or
conversion privilege at a price related to, or that are otherwise payable in shares of Stock or cash and which may be linked to any one
or more of the Performance Criteria or other specific performance criteria determined appropriate by the Committee, in each case on a
specified date or dates or over any period or periods determined by the Committee. In making such determinations, the Committee shall
consider (among such other factors as it deems relevant in light of the specific type of Award) the contributions, responsibilities and
other compensation of the particular Participant. Other Stock or Cash-Based Awards may be paid in cash, Stock or other property, or a
combination thereof, as determined by the Committee.


 


8.8            Term. 
Except as otherwise provided herein, the term of any Award of Performance Shares, Performance Stock Units, Dividend Equivalents, Stock
Payments, Deferred Stock, Restricted Stock Units or Other Stock or Cash-Based Award shall be set by the Committee in its discretion.


 


8.9            Exercise
or Purchase Price.  The Committee may establish the exercise or purchase price, if any, of any Award of Performance Shares, Performance
Stock Units, Deferred Stock, Stock Payments, Restricted Stock Units or Other Stock or Cash-Based Award; provided, however, that
the value of the consideration for any shares of Stock issued pursuant to such Awards shall not be less than the par value of a share
of Stock on the date of grant, unless otherwise permitted by applicable law. In all cases, legal consideration shall be required for each
issuance of shares of Stock pursuant to an Award.


 


8.10          Exercise
Upon Termination of Service.  An Award of Performance Shares, Performance Stock Units, Dividend Equivalents, Deferred Stock,
Stock Payments, Restricted Stock Units and Other Stock or Cash-Based Award shall only be exercisable or payable while the Participant
is an Employee, Consultant or a member of the Board, as applicable; provided, however, that the Committee in its sole and absolute
discretion may provide that an Award of Performance Shares, Performance Stock Units, Dividend Equivalents, Stock Payments, Deferred Stock,
Restricted Stock Units or Other Stock or Cash-Based Award may be exercised or paid subsequent to a Termination of Service or following
a Change in Control of the Company, or because of the Participant’s retirement, death or Disability, or otherwise.








 






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ARTICLE 9


 


PROVISIONS APPLICABLE TO AWARDS


 


9.1            Payment. 
The Committee shall determine the methods by which payments by any Participant with respect to any Awards granted under the Plan shall
be made, which methods may include, without limitation: (a) cash, (b) promissory note bearing interest at no less than such
rate as shall then preclude the imputation of interest under the Code, (c) shares of Stock (including, in the case of payment of
the exercise price of an Award, shares of Stock issuable pursuant to the exercise of the Award) held for such period of time as may be
required by the Committee in order to avoid adverse accounting consequences and having a Fair Market Value on the date of delivery equal
to the aggregate payments required, (d) delivery of a notice that the Participant has placed a market sell order with a broker with
respect to shares of Stock then issuable upon exercise or vesting of an Award, and that the broker has been directed to pay a sufficient
portion of the net proceeds of the sale to the Company in satisfaction of the aggregate payments required, provided, that payment
of such proceeds is then made to the Company upon settlement of such sale, or (e) other property acceptable to the Committee. The
Committee shall also determine the methods by which shares of Stock shall be delivered or deemed to be delivered to Participants. Notwithstanding
any other provision of the Plan to the contrary, no Participant who is a member of the Board or an “executive officer” of
the Company within the meaning of Section 13(k) of the Exchange Act shall be permitted to pay the exercise price of an Option
in any method which would violate Section 13(k) of the Exchange Act.


 


9.2            Withholding. 
The Company or any Subsidiary shall have the authority and the right to deduct or withhold, or require a Participant to remit to the Company,
an amount sufficient to satisfy federal, state, local and foreign taxes (including the Participant’s FICA or employment tax obligation)
required by law to be withheld with respect to any taxable event concerning a Participant arising as a result of this Plan. The
Company may deduct an amount sufficient to satisfy such tax obligations based on the applicable statutory withholding rates (or such other
rate as may be determined by the Company after considering any accounting consequences or costs) from any payment of any kind otherwise
due to a Participant. In the absence of a contrary determination by the Company (or, with respect to withholding pursuant to clause (ii) below
with respect to Awards held by individuals subject to Section 16 of the Exchange Act, a contrary determination by the Committee),
all tax withholding obligations will be calculated based on the minimum applicable statutory withholding rates. Subject to any Company
insider trading policy (including blackout periods), Participants may satisfy such tax obligations (a) in cash, provided that
the Company may limit the use of cash if one or more of the payment forms below is permitted, (b) to the extent permitted by the
Committee, in shares of Stock (including, in the case of payment of the exercise price of an Award, shares of Stock issuable pursuant
to the exercise of the Award) held for such period of time as may be required by the Committee in order to avoid adverse accounting consequences
and having a fair market value on the date of delivery equal to the aggregate payments required, (c) unless the Committee determines
otherwise, delivery of a notice that the Participant has placed a market sell order with a broker with respect to shares of Stock then
issuable upon exercise or vesting of an Award, and that the broker has been directed to pay a sufficient portion of the net proceeds of
the sale to the Company in satisfaction of the aggregate payments required, provided, that payment of such proceeds is then made
to the Company upon settlement of such sale, or (d) other property acceptable to the Committee. Notwithstanding any other provision
of the Plan, the number of shares of Stock which may be withheld or surrendered pursuant to clause (b) of the immediately preceding
sentence with respect to the issuance, vesting, exercise or payment of any Award shall be limited to the number of shares of Stock which
have a fair market value on the date of withholding or surrender equal to the aggregate amount of such liabilities based on the minimum
statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such supplemental
taxable income (or such higher tax rates as may be approved by the Committee, which rates shall in no event exceed the maximum individual
statutory tax rate in the applicable jurisdiction at the time of such withholding (or such other rate as may be required to avoid the
liability classification of the applicable award under generally accepted accounting principles in the United States of America)); provided,
that the number of shares of Stock withheld delivered or returned shall be rounded up to the nearest whole share sufficient to cover the
applicable tax withholding obligation to the extent rounding up to the nearest whole share does not result in the liability classification
of the applicable Award under generally accepted accounting principles in the United States of America. The Committee shall determine
the fair market value of the Stock, consistent with applicable provisions of the Code, for tax withholding obligations due in connection
with a broker-assisted cashless Option or Stock Appreciation Right exercise involving the sale of shares to pay the Option or Stock Appreciation
Right exercise price or any tax withholding obligation.








 






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9.3            Stand-Alone
and Tandem Awards.  Awards granted pursuant to the Plan may, in the discretion of the Committee, be granted either alone, in
addition to, or in tandem with, any other Award granted pursuant to the Plan. Awards granted in addition to or in tandem with other Awards
may be granted either at the same time as or at a different time from the grant of such other Awards.


 


9.4            Award
Agreement.  Awards under the Plan shall be evidenced by Award Agreements that set forth the terms, conditions and limitations
for each Award which may include the term of an Award, the provisions applicable in the event the Participant’s employment or service
terminates, and the Company’s authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind an Award.


 


9.5            Limits
on Transfer.  No right or interest of a Participant in any Award may be pledged, encumbered, or hypothecated to or in favor
of any party other than the Company or a Subsidiary, or shall be subject to any lien, obligation, or liability of such Participant
to any other party other than the Company or a Subsidiary. Except as otherwise provided by the Committee, no Award shall be
assigned, transferred, or otherwise disposed of by a Participant other than by will or the laws of descent and distribution. The
Committee by express provision in the Award or an amendment thereto may permit an Award (other than an Incentive Stock Option) to be
transferred to, exercised by and paid to certain persons or entities related to the Participant, including but not limited to
members of the Participant’s family, charitable institutions, or trusts or other entities whose beneficiaries or beneficial
owners are members of the Participant’s family and/or charitable institutions, or to such other persons or entities as may be
expressly approved by the Committee, pursuant to such conditions and procedures as the Committee may establish. Any permitted
transfer shall be subject to the condition that the Committee receive evidence satisfactory to it that the transfer is being made
for estate and/or tax planning purposes (or to a “blind trust” in connection with the Participant’s Termination of
Service with the Company or a Subsidiary to assume a position with a governmental, charitable, educational or similar non-profit
institution) and on a basis consistent with the Company’s lawful issue of securities.


 


9.6            Beneficiaries. 
Notwithstanding Section 9.5, a Participant may, in the manner determined by the Committee, designate a beneficiary to exercise the
rights of the Participant and to receive any distribution with respect to any Award upon the Participant’s death. A beneficiary,
legal guardian, legal representative, or other person claiming any rights pursuant to the Plan is subject to all terms and conditions
of the Plan and any Award Agreement applicable to the Participant, except to the extent the Plan and Award Agreement otherwise provide,
and to any additional restrictions deemed necessary or appropriate by the Committee. If the Participant is married and resides in a community
property state, a designation of a person other than the Participant’s spouse as his or her beneficiary with respect to more than
50% of the Participant’s interest in the Award shall not be effective without the prior written consent of the Participant’s
spouse. If no beneficiary has been designated or survives the Participant, payment shall be made to the person entitled thereto pursuant
to the Participant’s will or the laws of descent and distribution. Subject to the foregoing, a beneficiary designation may be changed
or revoked by a Participant at any time provided the change or revocation is filed with the Committee.





 






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9.7            Stock
Certificates; Book Entry Procedures.


 


(a)            Notwithstanding
anything herein to the contrary, the Company shall not be required to issue or deliver any certificates or make any book entries evidencing
shares of Stock pursuant to the exercise of any Award, unless and until the Board has determined, with advice of counsel, that the issuance
and delivery of such certificates is in compliance with all applicable laws, regulations of governmental authorities and, if applicable,
the requirements of any exchange on which the shares of Stock are listed or traded. All Stock certificates delivered pursuant to the Plan
and all shares issued pursuant to book-entry procedures are subject to any stop-transfer orders and other restrictions as the Committee
deems necessary or advisable to comply with federal, state, or foreign jurisdiction, securities or other laws, rules and regulations
and the rules of any national securities exchange or automated quotation system on which the Stock is listed, quoted, or traded.
The Committee may place legends or notations on any Stock certificate or book-entry to reference restrictions applicable to the Stock.
In addition to the terms and conditions provided herein, the Board may require that a Participant make such reasonable covenants, agreements,
and representations as the Board, in its discretion, deems advisable in order to comply with any such laws, regulations, or requirements.
The Committee shall have the right to require any Participant to comply with any timing or other restrictions with respect to the settlement
or exercise of any Award, including a window-period limitation, as may be imposed in the discretion of the Committee.


 


(b)            Notwithstanding
any other provision of the Plan, unless otherwise determined by the Committee or required by any applicable law, rule or regulation,
the Company shall not deliver to any Participant certificates evidencing shares of Stock issued in connection with any Award and instead
such shares of Stock shall be recorded in the books of the Company (or, as applicable, its transfer agent or stock plan administrator).


 


9.8            Paperless
Administration.  In the event that 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.


 


9.9            Forfeiture
and Claw-Back Provisions.  Pursuant to its general authority to determine the terms and conditions applicable to Awards under
the Plan, the Committee shall have the right to provide, in an Award Agreement or otherwise, or to require a Participant to agree by separate
written or electronic instrument, that:


 


(a)            (i) Any
proceeds, gains or other economic benefit actually or constructively received by the Participant upon any receipt or exercise of the Award,
or upon the receipt or resale of any shares of Stock underlying the Award, must be paid to the Company, and (ii) the Award shall
terminate and any unexercised portion of the Award (whether or not vested) shall be forfeited, if (x) a Termination of Service occurs
prior to a specified date, or within a specified time period following receipt or exercise of the Award, or (y) the Participant at
any time, or during a specified time period, engages in any activity in competition with the Company, or which is inimical, contrary or
harmful to the interests of the Company, as further defined by the Committee or (z) the Participant incurs a Termination of Service
for Misconduct; and








 


(b)            All
Awards (including any proceeds, gains or other economic benefit actually or constructively received by the Participant upon any receipt
or exercise of any Award or upon the receipt or resale of any shares of Stock underlying the Award) shall be subject to the provisions
of any claw-back policy implemented by the Company, including, without limitation, any claw-back policy adopted to comply with the requirements
of the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder, to the extent
set forth in such claw-back policy and/or in the applicable Award Agreement.


 


9.10            Prohibition
on Repricing.  Subject to Article 10, neither the Board nor the Committee shall, without the approval of the stockholders
of the Company, (a) authorize the amendment of any outstanding Option or Stock Appreciation Right to reduce its price per share,
or (b) cancel any Option or Stock Appreciation Right in exchange for cash or another Award when the Option or Stock Appreciation
Right price per share exceeds the Fair Market Value of the underlying shares of Stock. Subject to Article 10, the Committee shall
have the authority, without the approval of the stockholders of the Company, to amend any outstanding Award to increase the price per
share or to cancel and replace an Award with the grant of an Award having a price per share that is greater than or equal to the price
per share of the original Award. Furthermore, for purposes of this Section 9.10, except in connection with a corporate transaction
involving the Company (including, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization,
reorganization, merger, consolidation, split-up, spin-off, combination, or exchange of shares), the terms of outstanding Awards may not
be amended to reduce the exercise price per share of outstanding Options or Stock Appreciation Rights or cancel outstanding Options or
Stock Appreciation Rights in exchange for cash, other Awards or Options or Stock Appreciation Rights with an exercise price per share
that is less than the exercise price per share of the original Options or Stock Appreciation Rights without the approval of the stockholders
of the Company.


 






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ARTICLE 10


 


CHANGES IN CAPITAL STRUCTURE


 


10.1            Adjustments.


 


(a)            In
the event that any dividend or other distribution, reorganization, merger, consolidation, combination, repurchase, or exchange of Stock
or other securities of the Company, or other change in the corporate structure of the Company affecting the Stock (other than an Equity
Restructuring) occurs such that an adjustment is determined by the Committee (in its sole discretion) to be appropriate in order to prevent
dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall,
in such manner as it may deem equitable, adjust (i) the number and type of shares which may be delivered under the Plan (including
but not limited to adjustments of the limitations in Section 3.1); (ii) the terms and conditions of any outstanding Awards (including
without limitation, any applicable performance targets or criteria with respect thereto); and (ii) the grant or exercise price per
share and the number of shares of Stock covered by each Award.


 


(b)            In
connection with the occurrence of any Equity Restructuring, and notwithstanding anything to the contrary in Section 10(a):


 


(i)            The
number and type of securities subject to each outstanding Award and the exercise price or grant price thereof, if applicable, will be
proportionately adjusted so that the fair value of each such Award and the proportionate interest represented thereby immediately after
the Equity Restructuring will equal the fair value of such Award and the proportionate interest represented thereby immediately prior
to such Equity Restructuring. The adjustments provided under this Section 10(b)(i) shall be nondiscretionary and shall be final
and binding on the affected Participant and the Company.








 


(ii)            The
Committee shall make such proportionate adjustments, if any, as it in its discretion may deem appropriate to reflect such Equity Restructuring
with respect to the aggregate number and kind of shares that may be issued under the Plan (including, but not limited to, adjustments
of the limitations in Section 3.1).


 


(c)            All
adjustments under this Section 10.1 shall be made (i) in a manner that does not cause a modification to any Awards outstanding
on the date of such adjustment within the meaning of Section 409A of the Code and the regulations or published guidance thereunder
and (ii)  with respect to any Incentive Stock Option consistent with the requirements of Section 424 of the Code.


 


(d)            In
the event of any transaction or event described in Section 10.1(a), an Equity Restructuring or any unusual or nonrecurring transactions
or events affecting the Company, any affiliate of the Company, or the financial statements of the Company or any affiliate (including
without limitation any Change in Control), or of changes in applicable laws, regulations or accounting principles, and whenever the Committee
determines that action is appropriate in order to prevent the dilution or enlargement of the benefits or potential benefits intended to
be made available under the Plan or with respect to any Award under the Plan, to facilitate such transactions or events or to give effect
to such changes in laws, regulations or principles, the Committee, in its sole discretion and on such terms and conditions as it deems
appropriate, either by amendment of the terms of any outstanding Awards or by action taken prior to the occurrence of such transaction
or event and either automatically or upon the Participant’s request, is hereby authorized to take any one or more of the following
actions:


 






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(i)            To
provide for either (A) termination of any such Award in exchange for an amount of cash (except with respect to Independent Directors)
and/or other property, if any, equal to the amount that would have been attained upon the exercise of such Award or realization of the
Participant’s rights (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction or event described
in this Section 10.1(b) the Committee determines in good faith that no amount would have been attained upon the exercise of
such Award or realization of the Participant’s rights, then such Award may be terminated by the Company without payment) or (B) the
replacement of such Award with other rights or property selected by the Committee in its sole discretion;


 


(ii)           To
provide that such Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted
for by similar options, rights or awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof,
with appropriate adjustments as to the number and kind of shares and prices; and


 


(iii)          To
make adjustments in the number and type of shares of Stock (or other securities or property) subject to outstanding Awards, and in the
number and kind of outstanding Restricted Stock or Deferred Stock and/or in the terms and conditions of (including the grant or exercise
price), and the criteria included in, outstanding options, rights and awards and options, rights and awards which may be granted in the
future;


 


(iv)          To
provide that such Award shall be exercisable or payable or fully vested with respect to all shares covered thereby, notwithstanding anything
to the contrary in the Plan or the applicable Award Agreement; and


 


(v)           To
provide that the Award cannot vest, be exercised or become payable after such event.





 





10.2            Acceleration
Upon a Change in Control.  Notwithstanding Section 10.1, and except as may otherwise be provided in any applicable Award
Agreement or other written agreement entered into between the Company or any Subsidiary or affiliate and a Participant, if a Change in
Control occurs and a Participant’s Awards are not converted, assumed, or replaced by a successor entity, then immediately prior
to the Change in Control such Awards shall become fully exercisable and all forfeiture restrictions on such Awards shall lapse. Upon,
or in anticipation of, a Change in Control, the Committee may cause any and all Awards outstanding hereunder to terminate at a specific
time in the future, including but not limited to the date of such Change in Control, and shall give each Participant the right to exercise
such Awards during a period of time as the Committee, in its sole and absolute discretion, shall determine or the right to receive the
consideration that stockholders of the Company would receive in connection with such Change in Control less any exercise price or base
price for any Award. In the event that the terms of any agreement between the Company or any Subsidiary or affiliate and a Participant
contains provisions that conflict with and are more restrictive than the provisions of this Section 10.2, this Section 10.2
shall prevail and control and the more restrictive terms of such agreement (and only such terms) shall be of no force or effect.


 


10.3            No
Other Rights.  Except as expressly provided in the Plan, no Participant shall have any rights by reason of any subdivision or
consolidation of shares of stock of any class, the payment of any dividend, any increase or decrease in the number of shares of stock
of any class or any dissolution, liquidation, merger, or consolidation of the Company or any other corporation. Except as expressly provided
in the Plan or pursuant to action of the Committee under the Plan, no issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number
of shares of Stock subject to an Award or the grant or exercise price of any Award.


 






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ARTICLE 11


 


ADMINISTRATION


 


11.1            Committee. 
The administrator of the Plan shall be the Committee, which shall consist solely of two or more members of the Board each of whom is both
an Independent Director and a Non-Employee Director; provided that any action taken by the Committee shall be valid and effective,
whether or not members of the Committee at the time of such action are later determined not to have satisfied the requirements for membership
set forth in this Section 11.1 or otherwise provided in any charter of the Committee. Additionally, to the extent required by applicable
law, each of the individuals constituting the Committee (or another committee or subcommittee of the Board assuming the functions of the
Committee under the Plan) shall be an “independent director” under the rules of any securities exchange or automated
quotation system on which the Shares are listed, quoted or traded. Notwithstanding the foregoing: (a) the full Board, acting by a
majority of its members in office, shall conduct the general administration of the Plan with respect to all Awards granted to Independent
Directors and for purposes of such Awards the term “Committee” as used in this Plan shall be deemed to refer to the Board
and (b) the Committee may delegate its authority hereunder to the extent permitted by Section 11.5. In addition, in its sole
discretion, the Board may at any time and from time to time exercise any and all rights and duties of the Committee under the Plan except
with respect to matters which are required to be determined in the sole discretion of the Committee under Rule 16b-3 of the Exchange
Act, or any regulations or rules issued thereunder. Appointment of Committee members shall be effective upon acceptance of appointment.
The Board may abolish the Committee at any time and revest in the Board the administration of the Plan. Committee members may resign at
any time by delivering written notice to the Board. Vacancies in the Committee may only be filled by the Board.





 





11.2            Action
by the Committee.  A majority of the Committee shall constitute a quorum. The acts of a majority of the members present at any
meeting at which a quorum is present, and acts approved in writing by a majority of the Committee in lieu of a meeting, shall be deemed
the acts of the Committee. Each member of the Committee is entitled to, in good faith, rely or act upon any report or other information
furnished to that member by any officer or other employee of the Company or of any Subsidiary, the Company’s independent certified
public accountants, or any executive compensation consultant or other professional retained by the Company or any Subsidiary to assist
in the administration of the Plan.


 


11.3            Authority
of Committee.  Subject to any specific designation in the Plan, the Committee has the exclusive power, authority and discretion
to:


 


(a)            Designate
Participants to receive Awards;


 


(b)            Determine
the type or types of Awards to be granted to each Participant;


 


(c)            Determine
the number of Awards to be granted and the number of shares of Stock to which an Award will relate;


 


(d)            Determine
the terms and conditions of any Award granted pursuant to the Plan, including, but not limited to, the exercise price, grant price, or
purchase price, any restrictions or limitations on the Award, any schedule for lapse of forfeiture restrictions or restrictions on the
exercisability of an Award, and accelerations or waivers thereof, any provisions related to non-competition and recapture of gain on an
Award, based in each case on such considerations as the Committee in its sole discretion;;


 


(e)            Determine
whether, to what extent, and pursuant to what circumstances an Award may be settled in, or the exercise price of an Award may be paid
in, cash, Stock, other Awards, or other property, or an Award may be canceled, forfeited, or surrendered;


 


(f)              Prescribe
the form of each Award Agreement, which need not be identical for each Participant;


 


(g)            Decide
all other matters that must be determined in connection with an Award;


 


(h)            Establish,
adopt, or revise any rules and regulations as it may deem necessary or advisable to administer the Plan;


 


(i)              Interpret
the terms of, and any matter arising pursuant to, the Plan or any Award Agreement; and


 


(j)              Make
all other decisions and determinations that may be required pursuant to the Plan or as the Committee deems necessary or advisable to administer
the Plan.


 


11.4            Decisions
Binding.  The Committee’s interpretation of the Plan, any Awards granted pursuant to the Plan, any Award Agreement and
all decisions and determinations by the Committee with respect to the Plan are final, binding, and conclusive on all parties.


 


11.5            Delegation
of Authority.  To the extent permitted by and subject to the provisions of applicable law, the Committee may from time to
time delegate to a committee of one or more members of the Board or one or more officers of the Company the authority to grant or
amend Awards to Participants other than (a) senior executives of the Company who are subject to Section 16 of the Exchange
Act, or (b)  officers of the Company (or members of the Board) to whom authority to grant or amend Awards has been
delegated hereunder. Any delegation hereunder shall be subject to the restrictions and limits that the Committee specifies at the
time of such delegation, and the Committee may at any time rescind the authority so delegated or appoint a new delegatee. At all
times, the delegatee appointed under this Section 11.5 shall serve in such capacity at the pleasure of the Committee.








 






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ARTICLE 12


 


EFFECTIVE DATE


 


The Plan will be effective as of the date on which
it is approved by the Company’s stockholders (the “Effective Date”). The Plan will be submitted for the approval
of the Company’s stockholders within twelve (12) months after the date of the Board’s adoption of the Plan. If the Plan is
not approved by the Company’s stockholders, the Plan will not become effective, no Awards will be granted under the Plan. The Plan
will remain in effect until terminated by the Board or the Committee pursuant to Section 13.1.


 


ARTICLE 13


 


AMENDMENT, MODIFICATION, AND TERMINATION


 


13.1            Amendment,
Modification and Termination.  The Board or the Committee may, at any time and from time to time, terminate, amend or modify
the Plan; provided, however, that, to the extent necessary to comply with any applicable law, regulation, or stock exchange rule,
the Company shall obtain stockholder approval of any Plan amendment in such a manner and to such a degree as required. No Awards may be
granted under the Plan after the Plan’s termination. Awards outstanding at the time of the Plan’s termination will continue
to be governed by the Plan and the Award Agreement, as in effect before such termination.


 


13.2            Awards
Previously Granted.  No termination, amendment, or modification of the Plan shall adversely affect in any material way any Award
previously granted pursuant to the Plan without the prior written consent of the Participant.


 


13.3            Limit
on Incentive Stock Options. Notwithstanding anything to the contrary herein, no Incentive Stock Option shall be granted under the
Plan after the tenth (10th) anniversary of the earlier of (a) the date on which the Plan is adopted by the Board, or (b) the
date on which the Plan is approved by the Company’s stockholders.


 


ARTICLE 14








 


GENERAL PROVISIONS


 


14.1            No
Rights to Awards.  No Eligible Individual or other person shall have any claim to be granted any Award pursuant to the Plan,
and neither the Company nor the Committee is obligated to treat Eligible Individuals, Participants or any other persons uniformly.


 


14.2            No
Stockholders Rights.  Except as otherwise provided herein, a Participant shall have none of the rights of a stockholder with
respect to shares of Stock covered by any Award until the Participant becomes the record owner of such shares of Stock.


 


14.3            No
Right to Employment or Services.  Nothing in the Plan or any Award Agreement shall interfere with or limit in any way the right
of the Company or any Subsidiary to terminate any Participant’s employment or services at any time, nor confer upon any Participant
any right to continue in the employ or service of the Company or any Subsidiary.


 


14.4            Unfunded
Status of Awards.  The Plan is intended to be an “unfunded” plan for incentive compensation. With respect to any
payments not yet made to a Participant pursuant to an Award, nothing contained in the Plan or any Award Agreement shall give the Participant
any rights that are greater than those of a general creditor of the Company or any Subsidiary.


 


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


 






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14.6            Relationship
to other Benefits.  No payment pursuant to the Plan shall be taken into account in determining any benefits pursuant to any pension,
retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary except to the extent
otherwise expressly provided in writing in such other plan or an agreement thereunder.


 


14.7            Expenses. 
The expenses of administering the Plan shall be borne by the Company and its Subsidiaries.


 


14.8            Titles
and Headings.  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 such titles or headings, shall control.


 


14.9            Fractional
Shares.  No fractional shares of Stock shall be issued and the Committee shall determine, in its discretion, whether cash shall
be given in lieu of fractional shares of Stock or whether such fractional shares of Stock shall be eliminated by rounding up or down as
appropriate.


 


14.10          Limitations
Applicable to Section 16 Persons.  Notwithstanding any other provision of the Plan, the Plan, and any Award granted or
awarded to any Participant who is then subject to Section 16 of the Exchange Act, shall be subject to any additional
limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to
Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by
applicable law, the Plan and Awards granted or awarded hereunder shall be deemed amended to the extent necessary to conform to such
applicable exemptive rule.








 


14.11          Government
and Other Regulations.  The obligation of the Company to make payment of awards in Stock or otherwise shall be subject to all
applicable laws, rules, and regulations, and to such approvals by government agencies as may be required. The Company shall be under no
obligation to register pursuant to the Securities Act of 1933, as amended, any of the shares of Stock paid pursuant to the Plan. If the
shares paid pursuant to the Plan may in certain circumstances be exempt from registration pursuant to the Securities Act of 1933, as amended,
the Company may restrict the transfer of such shares in such manner as it deems advisable to ensure the availability of any such exemption.


 


14.12          Section 409A. 
To the extent that the Committee determines that any Award granted under the Plan is subject to Section 409A of the Code, the Award
Agreement evidencing such Award shall incorporate the terms and conditions required by Section 409A of the Code. To the extent applicable,
the Plan and Award Agreements shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations
and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued
after the adoption of the Plan. Notwithstanding any provision of the Plan to the contrary, in the event that following the adoption of
the Plan the Committee determines that any Award may be subject to Section 409A of the Code and related Department of Treasury guidance
(including such Department of Treasury guidance as may be issued after the adoption of the Plan), the Committee may adopt such amendments
to the Plan and the applicable Award Agreement or adopt other policies and procedures (including amendments, policies and procedures with
retroactive effect), or take any other actions, that the Committee determines are necessary or appropriate to (a) exempt the Award
from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (b) comply
with the requirements of Section 409A of the Code and related Department of Treasury guidance.


 


14.13          Governing
Law.  The Plan and all Award Agreements shall be construed in accordance with and governed by the laws of the State of California.


 






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