Exhibit 4.4


 


CIMAREX ENERGY CO.

Amended and Restated 2019 EQUITY INCENTIVE PLAN


 


Adopted by the Board on February 17, 2021 


Approved by the Company’s stockholders
on May 12, 2021 


8,720,723 shares total, consisting of 6,900,000
plus 1,820,723 available 


On May 12, 2021 under 2019 Equity Incentive
Plan


 


		1.	ESTABLISHMENT AND PURPOSE OF PLAN



 


Cimarex Energy Co., a Delaware
corporation (the “Company”), hereby establishes the Cimarex Energy Co. Amended and Restated 2019 Equity Incentive Plan
(the “Amended 2019 Plan”) as set forth in this document. The purpose of the Amended 2019 Plan is to promote the success
of the Company and to increase stockholder value by providing an additional means to attract, motivate, retain and reward selected employees,
non-employee directors, and other eligible persons through the grant of equity and cash Awards that align the interests of Amended 2019
Plan participants with the interests of the Company’s stockholders.


 


		2.	DEFINITIONS



 


2.1          Defined
Terms. Whenever used in the Amended 2019 Plan, the following capitalized terms shall have the meanings set forth below:


 


(a)            “Administrator”
shall mean the Board or one or more committees appointed by the Board (or appointed by another committee within that committee’s
delegated authority) to administer all or certain aspects of this Amended 2019 Plan, as set forth in Section 3 hereof.


 


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


 


(c)            “Amended
2019 Plan” shall have the meaning set forth in Section 1 hereof.


 


(d)            “Award”
shall mean a grant under the Amended 2019 Plan of an Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Performance
Stock Unit, cash Award, or Other Stock-Based Award.


 


(e)            “Award
Agreement” shall mean a written or electronic Award agreement or document evidencing the grant of an Award under the Amended
2019 Plan and containing the terms and conditions of such Award, as determined by the Administrator.


 


(f)            “Board”
shall mean the board of directors of the Company.


 


(g)            “Cause”
shall mean, with respect to any Participant, as determined by the Administrator and unless otherwise provided in an applicable agreement
between the Participant and the Company or an Affiliate, (i) gross negligence or willful misconduct in connection with performance
of duties; (ii) conviction of a criminal offense (other than minor traffic offenses); or (iii) material breach of any
term of any employment, consulting or other services, confidentiality, intellectual property or non-competition agreement, if any, between
the Participant and the Company or an Affiliate. Any determination by the Administrator whether an event constituting Cause has occurred
will be final, binding and conclusive.


 


(h)            “Change
in Control” shall mean and shall be deemed to have occurred upon the occurrence of any one of the following:


 


 1.            the
acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act)
(a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
30% or more of either (i) the then outstanding shares of Common Stock (the “Outstanding Company Common Stock”)
or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election
of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this
subsection (a), the following acquisitions shall not constitute a Change in Control: (A) any acquisition directly from the Company,
(B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained
by the Company or any corporation controlled by the Company or (D) any acquisition by any corporation pursuant to a transaction that
described in clauses (i) and (ii) of subsection 3. below; or


 






     


     


    

 


 2.            during
any period of twelve months beginning after the Effective Date, individuals who, as of the Effective Date, constitute the Board (the “Incumbent
Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual
becoming a director at the beginning of such twelve-month period, whose election, appointment or nomination for election by the Company’s
stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as
though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption
of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or


 


 3.            the
closing of a reorganization, share exchange or merger (a “Business Combination”), in each case, unless, following such
Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively,
of the Outstanding Company Common Stock and Outstanding Voting Securities immediately prior to such Business Combination will beneficially
own, directly or indirectly, more than 40% of, respectively, the then outstanding shares of common stock and the combined voting power
of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction will own
the Company through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business
Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be and (ii) at least
a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent
Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination or
were elected, appointed or nominated by the Board; or


 


 4.            the
closing of (i) a complete liquidation or dissolution of the Company or, (ii) the sale or other disposition of all or substantially
all of the assets of the Company, other than to a corporation, with respect to which following such sale or other disposition, (A) more
than 40% of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding
voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or
indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding
Company Common Stock and Outstanding Company Voting Securities immediately prior to such sale or other disposition in substantially the
same proportion as their ownership, immediately prior to such sale or other disposition, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities, as the case may be, and (B) at least a majority of the members of the board of directors of such corporation
were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for
such sale or other disposition of assets of the Company or were elected, appointed or nominated by the Board.


 


If required for compliance
with Section 409A of the Code, in no event will a Change in Control be deemed to have occurred if the transaction is not also a “change
in ownership or effective control of” the Company or a “change in the ownership of a substantial portion of the assets of”
the Company as determined under Treasury Regulation Section 1.409A-3(i)(5).


 






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(i)             “Code”
shall mean the Internal Revenue Code of 1986, as amended.


 


(j)             “Common
Stock” shall mean the common stock of the Company, par value $0.01 per share, and such other securities or property as may become
the subject of Awards under this Amended 2019 Plan pursuant to an adjustment made under Section 8.1.


 


(k)            “Company”
shall mean Cimarex Energy Co., a Delaware corporation.


 


(l)             “Disability”
shall mean, unless otherwise provided in an employment, consulting or other services agreement, if any, or Award Agreement between the
Participant and the Company or an Affiliate, the Participant (i) is unable to engage in any substantial gainful activity by reason
of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a
continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which
can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement
benefits for a period of not less than 3 months under an accident and health plan covering employees of the Company.


 


(m)           “Effective
Date” shall mean the date on which this Amended 2019 Plan is approved by the stockholders of the Company.


 


(n)            “Eligible
Person” shall have the meaning set forth in Section 5 hereof.


 


(o)            “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.


 


(p)            “Fair
Market Value” shall mean, unless otherwise determined by the Committee, the fair market value of a share of Common Stock as
of a particular date, determined as follows: (i) the closing sale price reported for such share of Common Stock on the national securities
exchange or national market system on which such stock is principally traded, or if no sale of shares of Common Stock is reported for
such trading day, on the next preceding day on which a sale was reported, or (ii) if the shares of Common Stock are not then listed
on a national securities exchange or national market system, or the value of such shares is not otherwise determinable, such value as
determined by the Committee in good faith in its sole discretion consistent with the requirements under Section 409A of the Code.


 


(q)            “Incentive
Stock Option” or “ISO” shall mean an incentive stock option within the meaning of Section 422 of the
Code.


 


(r)             “Non-Qualified
Stock Option” or “NSO” shall mean an Option other than an Incentive Stock Option.


 


(s)            “Option”
shall mean a compensatory stock option granted pursuant to Section 6.1.1.


 


(t)             “Other-Stock
Based Award” shall mean a stock-based Award issued pursuant to Section 6.1.7.


 


(u)            “Participant”
shall mean any Eligible Person that has been issued an Award under the Amended 2019 Plan.


 


(v)            “Performance
Stock Unit” or “PSU” shall mean a performance stock unit Award issued pursuant to Section 6.1.5.


 


(w)           “Prior
Plan” shall mean the Cimarex Energy Co. 2014 Equity Incentive Plan, as amended.


 


(x)             “Restricted
Stock” shall mean shares of forfeitable Common Stock issued pursuant to Section 6.1.3.


 


(y)            “Restricted
Stock Unit” or “RSU” shall mean a restricted stock unit issued pursuant to Section 6.1.4.


 






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(z)             “Section 409A”
shall mean section 409A of the Code and related Treasury regulations and pronouncements thereunder.


 


(aa)          “Securities
Act” shall mean the Securities Act of 1933, as amended.


 


(bb)          “Share
Limit” shall have the meaning set forth in Section 4.1.


 


(cc)          “Stock
Appreciation Right” or “SAR” shall mean a stock appreciation right granted pursuant to Section 6.1.2.


 


(dd)          “Subsidiary”
shall mean any corporation or other entity controlled by the Company directly or indirectly though one or more intermediaries.


 


2.2          Construction.
Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine, the plural shall include
the singular, and the singular shall include the plural.


 


		3.	AMENDED 2019 PLAN ADMINISTRATION



 


3.1          Amended
2019 Plan Administrator. This Amended 2019 Plan shall be administered by, and all Awards under this Amended 2019 Plan shall be
authorized by, the Administrator. Any committee appointed by the Board to act as the Administrator shall be comprised solely of one or
more directors or such other number of directors as may be required under applicable law. A committee may delegate some or all of its
authority to another committee so constituted. The Board or a committee comprised solely of directors may also delegate, to the extent
permitted by applicable law, to one or more officers of the Company, its powers under this Amended 2019 Plan (a) to determine the
Eligible Persons who will receive grants of Awards under this Amended 2019 Plan, and (b) to determine the number of shares subject
to, and the other terms and conditions of, such Awards. The Board may delegate different levels of authority to different committees with
administrative and grant authority under this Amended 2019 Plan. Unless otherwise provided in the bylaws of the Company or the applicable
charter of any Administrator: (a) a majority of the members of the acting Administrator shall constitute a quorum, and (b) the
affirmative vote of a majority of the members present assuming the presence of a quorum or the unanimous written consent of the members
of the Administrator shall constitute due authorization of an action by the acting Administrator.


 


Award grants, and transactions
in or involving Awards, intended to be exempt under Rule 16b-3 under the Exchange Act, must be duly and timely authorized by the
Board or a committee consisting solely of two or more non-employee directors (as this requirement is applied under Rule 16b-3 promulgated
under the Exchange Act). To the extent required by any applicable stock exchange, this Amended 2019 Plan shall be administered by a committee
composed entirely of independent directors (as defined by the rules of the applicable stock exchange). Awards granted to non-employee
directors shall not be subject to the discretion of any officer or employee of the Company and shall be administered exclusively by the
Board or a committee consisting solely of independent directors.


 


3.2          Powers
of the Administrator. Subject to the express provisions of this Amended 2019 Plan, the Administrator is authorized and empowered
to do all things necessary or desirable in connection with the authorization of Awards and the administration of this Amended 2019 Plan
(in the case of a committee or delegation to one or more officers, within the authority delegated to that committee or person(s)), including,
without limitation, the authority to:


 


(a)            determine
eligibility and, from among those persons determined to be eligible, the particular Eligible Persons who will receive Awards under this
Amended 2019 Plan;


 


(b)            grant
Awards to Eligible Persons, determine the price at which securities will be offered or Awarded and the number of securities to be offered
or Awarded to any of such persons, determine the other specific terms and conditions of such Awards consistent with the express limits
of this Amended 2019 Plan, establish the installments (if any) in which such Awards shall become exercisable or shall vest (which may
include, without limitation, performance and/or time-based schedules), or determine that no delayed exercisability or vesting is required,
establish any applicable performance targets, and establish the events of termination or reversion of such Awards;


 






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(c)            approve
the forms of Award agreements (which need not be identical either as to type of Award or among Participants);


 


(d)            construe
and interpret this Amended 2019 Plan and any Award Agreements defining the rights and obligations of the Company, its Subsidiaries, and
Participants under this Amended 2019 Plan, further define the terms used in this Amended 2019 Plan, and prescribe, amend and rescind rules and
regulations relating to the administration of this Amended 2019 Plan or the Awards granted under this Amended 2019 Plan;


 


(e)            cancel,
modify, or waive the Company’s rights with respect to, or modify, discontinue, suspend, or terminate any or all outstanding Awards,
subject to any required consent under Section 10.5.5;


 


(f)             accelerate
or extend the vesting or exercisability or extend the term of any or all such outstanding Awards (in the case of Options or Stock Appreciation
Rights, within the maximum seven-year term of such Awards) in such circumstances as the Administrator may deem appropriate (including,
without limitation, in connection with a termination of employment or services or other events of a personal nature) subject to any required
consent under Section 10.5.5;


 


(g)            adjust
the number of shares of Common Stock subject to any Award, adjust the price of any or all outstanding Awards or otherwise change previously
imposed terms and conditions, in such circumstances as the Administrator may deem appropriate, in each case subject to compliance with
applicable stock exchange requirements, Sections 4 and 10.5.5, and provided that in no case (except due to an adjustment contemplated
by Section 8) shall the terms of any outstanding Awards be amended (by amendment, cancellation and regrant, or other means) to reduce
the per share exercise or base price of any outstanding Option or Stock Appreciation Right or other Award granted under this Amended 2019
Plan, or be exchanged for cash, other Awards or Option or Stock Appreciation Rights with an exercise price that is less than the per share
exercise price of the original Option or Stock Appreciation Rights, without stockholder approval, and further provided that any adjustment
or change in terms made pursuant to this Section 3.2(g) shall be made in a manner that, in the good faith determination of the
Administrator will not likely result in the imposition of additional taxes or interest under Section 409A of the Code;


 


(h)            determine
the date of grant of an Award, which may be a designated date after but not before the date of the Administrator’s action (unless
otherwise designated by the Administrator, the date of grant of an Award shall be the date upon which the Administrator took the action
granting an Award);


 


(i)             determine
whether, and the extent to which, adjustments are required pursuant to Section 8 hereof and authorize the termination, conversion,
substitution, acceleration or succession of Awards upon the occurrence of an event of the type described in Section 8;


 


(j)             acquire
or settle rights under Awards in cash, stock of equivalent value, or other consideration, subject to the provision of the Amended 2019
Plan; and


 


(k)            determine
the Fair Market Value of the Common Stock or Awards under this Amended 2019 Plan from time to time and/or the manner in which such value
will be determined.


 


3.3          Binding
Determinations. Any action taken by, or inaction of, the Company, any Subsidiary, or the Administrator relating or pursuant to
this Amended 2019 Plan and within its authority hereunder or under applicable law shall be within the absolute discretion of that entity
or body and shall be conclusive and binding upon all persons. Neither the Board, the Administrator, nor any Board committee, nor any member
thereof or person acting at the direction thereof, shall be liable for any act, omission, interpretation, construction or determination
made in good faith in connection with this Amended 2019 Plan (or any Award made under this Amended 2019 Plan), and all such persons shall
be entitled to indemnification and reimbursement by the Company in respect of any claim, loss, damage or expense (including, without limitation,
legal fees) arising or resulting therefrom to the fullest extent permitted by law. The foregoing right of indemnification shall be in
addition to any right of indemnification set forth in the Company’s certificate of incorporation and bylaws, as the same may be
amended from time to time, or under any directors and officers liability insurance coverage or written indemnification agreement with
the Company that may be in effect from time to time.


 






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3.4          Reliance
on Experts. In making any determination or in taking or not taking any action under this Amended 2019 Plan, the Administrator
may obtain and may rely upon the advice of experts, including professional advisors to the Company. The Administrator shall not be liable
for any such action or determination taken or made or omitted in good faith based upon such advice.


 


3.5          Delegation
of Non-Discretionary Functions. In addition to the ability to delegate certain grant authority to officers of the Company as set
forth in Section 3.1, the Administrator may also delegate ministerial, non-discretionary functions to individuals who are officers
or employees of the Company or any of its Subsidiaries or to third parties.


 


		4.	SHARES OF COMMON STOCK SUBJECT TO THE AMENDED 2019 PLAN;
SHARE LIMIT



 


4.1          Shares
of Common Stock Subject to the Amended 2019 Plan; Share Limit. Subject to the adjustment as provided in Sections 8.1 and 10.9,
the maximum number of shares of Common Stock available for issuance under the Amended 2019 Plan (the “Share Limit”)
will be equal to the sum of (a) 6,900,000 shares of Common Stock plus (b) the number of shares of Common Stock available for
future Awards under the Prior Plan as of the Effective Date of this Amended 2019 Plan plus (c) such additional shares of Common Stock
that become available under the Prior Plan pursuant to Section 4.3 thereof. Subject to adjustment as provided in Section 8.1,
6,900,000 shares of Common Stock shall be available under the Amended 2019 Plan for issuance as Incentive Stock Options. Common Stock
issue under the Amended 2019 Plan shall be either authorized but unissued shares or, to the extent permitted by applicable, shares of
Common Stock that have been reacquired by the Company or any Subsidiary.


 


4.2          Counting
of Shares. The Administrator may adopt reasonable counting procedures to ensure appropriate counting and to avoid double counting
(as, for example, in the case of tandem or substitute Awards) as it may deem necessary or desirable in its sole discretion. For each Share
delivered pursuant to an Option or a Stock Appreciation Right, the number of shares available for issuance under the Amended 2019 Plan
shall be reduced by one share. For each share delivered pursuant to an Award other than an Option or Stock Appreciation Right, the number
of shares available for issuance under the Amended 2019 Plan shall be reduced by 2.38 shares. Shares shall be counted against those reserved
to the extent shares have been delivered pursuant to an Award and are no longer subject to a substantial risk of forfeiture. Accordingly,
to the extent that an Award under the Amended 2019 Plan, in whole or in part, is canceled, expired, forfeited, settled in cash, or otherwise
terminated without delivery of shares to the Participant, the shares retained by or returned to the Company will not be deemed to have
been delivered under the Amended 2019 Plan, as applicable, and will be deemed to remain available under this Amended 2019 Plan in the
same amount as they otherwise would have counted against the limit Section forth in Section 4.1. Notwithstanding the foregoing,
shares that are withheld from such an Award or separately surrendered by the Participant in payment of the exercise price or taxes relating
to such an Award, and the total number of shares subject to the exercised portion of a stock-settled SAR (regardless of the actual lesser
of number shares delivered to the Participant), shall be deemed to have been issued hereunder and shall reduce the number of shares remaining
available for issuance under the Amended 2019 Plan.


 


4.3          Reservation
of Shares; No Fractional Shares. The Company shall at all times reserve a number of shares of Common Stock sufficient to cover
the Company’s obligations and contingent obligations to deliver shares with respect to Awards then outstanding under this Amended
2019 Plan (exclusive of any dividend equivalent obligations to the extent the Company has the right to settle such rights in cash). No
fractional shares shall be delivered under this Amended 2019 Plan. The Administrator may pay cash in lieu of any fractional shares in
settlements of Awards under this Amended 2019 Plan.


 


		5.	ELIGIBILITY



 


5.1          Eligible
Persons. The Administrator may grant Awards under this Amended 2019 Plan only to those persons that the Administrator determines
to be Eligible Persons. An “Eligible Person” is any person who is either: (a) an officer (whether or not a director)
or employee of the Company or one of its Subsidiaries; (b) a non-employee director of the Company or one of its Subsidiaries; or
(c) an individual consultant who renders bona fide services (other than services in connection with the offering or sale of securities
of the Company or one of its Subsidiaries in a capital-raising transaction or as a market maker or promoter of securities of the Company
or one of its Subsidiaries) to the Company or one of its Subsidiaries and who is selected to participate in this Amended 2019 Plan by
the Administrator; provided, however, that a person who is otherwise an Eligible Person under clause (c) above may participate
in this Amended 2019 Plan only if such participation would not adversely affect either the Company’s eligibility to use Form S-8
to register under the Securities Act, the offering and sale of shares issuable under this Amended 2019 Plan by the Company, or the Company’s
compliance with any other applicable laws.


 






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5.2          Participation.
The Administrator shall, in its sole and absolute discretion, select from among the Eligible Employees those individuals who shall receive
Awards and become Participants under the Amended 2019 Plan. There is no right of any Eligible Person to receive an Award under the Amended
2019 Plan, and the Administrator has absolute discretion to treat Eligible Employees differently from one another under the Amended 2019
Plan. Receipt of an Award by a Participant shall not create the right to receive future Awards under the Amended 2019 Plan, but a Participant
who has been granted an Award may, if otherwise eligible, be granted additional Awards if the Administrator shall so determine.


 


		6.	AWARDS



 


6.1          Type
and Form of Awards. The Administrator shall determine the type or types of Award(s) to be made to each selected Eligible
Person. Awards may be granted singly, in combination or in tandem. Awards also may be made in combination or in tandem with, in replacement
of, as alternatives to, or as the payment form for grants or rights under any other employee or compensation plan of the Company or one
of its Subsidiaries. The types of Awards that may be granted under this Amended 2019 Plan are:


 


6.1.1       Stock
Options. An Option is the grant of a right to purchase a specified number of shares of Common Stock during a specified period
at a fixed exercise price as determined by the Administrator.


 


(a)            General
Option Provisions. Options may only be granted to Eligible Persons for whom the Company would be deemed to be an “eligible issuer
of service recipient stock,” as defined in Treasury Regulation 1.409A-1(b)(5)(iii)(E). An Option may be intended to be an Incentive
Stock Option or a Nonqualified Stock Option. The Award agreement for an Option will indicate if the Option is intended as an ISO; otherwise
it will be deemed to be a Nonqualified Stock Option. The maximum term of each Option (ISO or NSO) shall be seven (7) years.
The per share exercise price for each Option shall be not less than 100% of the Fair Market Value of a share of Common Stock on the date
of grant of the Option. Each Option shall become exercisable at such times and under such conditions and shall be subject to such other
terms as may be determined by the Administrator in its discretion. When an Option is exercised, the exercise price for the shares to be
purchased shall be paid in full in cash or such other method permitted by the Administrator consistent with Section 6.4.


 


(b)            Additional
Rules Applicable to ISOs. Notwithstanding the general option rules set forth in subsection (a), above, the following
rules shall apply to options intended to qualify as ISOs. ISOs may only be granted to employees of the Company or one of its subsidiaries
(for this purpose, the term “subsidiary” is used as defined in Section 424(f) of the Code, which generally requires
an unbroken chain of ownership of at least 50% of the total combined voting power of all classes of stock of each subsidiary in the chain
beginning with the Company and ending with the subsidiary in question). To the extent that the aggregate Fair Market Value (determined
at the time of grant of the applicable option) of stock with respect to which ISOs first become exercisable by a Participant in any calendar
year exceeds $100,000, taking into account both Common Stock subject to ISOs under this Amended 2019 Plan and stock subject to ISOs under
all other plans of the Company or one of its Subsidiaries (or any parent or predecessor corporation to the extent required by and within
the meaning of Section 422 of the Code and the regulations promulgated thereunder), such options shall be treated as Nonqualified
Stock Options. In reducing the number of options treated as ISOs to meet the $100,000 limit, the most recently granted options shall be
reduced first. To the extent a reduction of simultaneously granted options is necessary to meet the $100,000 limit, the Administrator
may, in the manner and to the extent permitted by law, designate which shares of Common Stock are to be treated as shares acquired pursuant
to the exercise of an ISO. There shall be imposed in any Award agreement relating to ISOs such other terms and conditions as from time
to time are required in order that the option be an “incentive stock option” as that term is defined in Section 422 of
the Code. No ISO may be granted to any person who, at the time the option is granted, owns (or is deemed to own under Section 424(d) of
the Code) shares of outstanding Common Stock possessing more than 10% of the total combined voting power of all classes of stock of the
Company, unless the exercise price of such option is at least 110% of the Fair Market Value of the stock subject to the option and such
option by its terms is not exercisable after the expiration of five years from the date such option is granted.


 






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6.1.2       Stock
Appreciation Rights. A Stock Appreciation Right or “SAR” is an Award that entitles the Participant to receive, upon
exercise of the SAR, a payment in cash and/or Common Stock or a combination of the two, equal to (or having a Fair Market Value equal
to) the product of (x) number of SARs being exercised multiplied by (y) the excess of (i) the Fair Market Value of a share
of Common Stock on the date the SAR is exercised, over (ii) the “base price” applicable to the SAR. SARs may only be
granted to Eligible Persons for whom the Company would be deemed to be an “eligible issuer of service recipient stock,” as
defined in Treasury Regulation 1.409A-1(b)(5)(iii)(E). The base price of the SAR shall be determined by the Administrator but shall
be not less than the Fair Market Value of the Company’s Common Stock on the date of grant. The maximum term of a SAR shall be seven
(7) years. SARs shall become exercisable at such times and under such conditions and shall be subject to such other terms as may
be determined by the Administrator in its discretion consistent with the terms and conditions of the Amended 2019 Plan.


 


6.1.3       Restricted
Stock.


 


(a)            General
Restricted Stock Provisions. Restricted Stock is Common Stock subject to such restrictions on transferability, risk of forfeiture
and other restrictions, if any, as the Administrator may impose, which restrictions may lapse separately or in combination at such times,
under such circumstances (including based on achievement of performance goals and/or future service requirements), in such installments
or otherwise, as the Administrator may determine at the date of grant or thereafter. Except to the extent restricted under the terms of
this Amended 2019 Plan and the applicable Award Agreement relating to the Restricted Stock, a Participant granted Restricted Stock shall
have all of the rights of a stockholder of the Company, including the right to vote the Restricted Stock and the right to receive dividends
thereon (subject to the provisions of Section 6.1.3(c), below).


 


(b)            Certificates
for Shares. Shares of Restricted Stock granted under this Amended 2019 Plan may be evidenced in such manner as the Administrator shall
determine. If certificates representing Restricted Stock are registered in the name of the Participant, the Administrator may require
that such certificates bear an appropriate legend referring to the terms, conditions and restrictions applicable to such Restricted Stock,
that the Company retain physical possession of the certificates, and that the Participant deliver a stock power to the Company, endorsed
in blank, relating to the Restricted Stock. The Administrator may require that shares of Restricted Stock are held in escrow until all
restrictions lapse.


 


(c)            Dividends
and Splits. As a condition to the grant of an Award of Restricted Stock, any stock distributed in connection with a stock split or
stock dividend, and any other property distributed as a dividend, shall be subject to restrictions and a risk of forfeiture to the same
extent as the Restricted Stock with respect to which such dividend or distribution was made. In addition, any cash dividends paid on shares
of Restricted Stock may be paid out on a current basis or may be subject to restrictions and a risk of forfeiture to the same extent as
the Restricted Stock with respect to which such cash dividend relates, and, subject to applicable law, the Administrator may require or
permit a Participant to elect that any cash dividends paid on Restricted Stock be automatically reinvested in additional shares of Restricted
Stock or applied to the purchase of additional Awards under this Amended 2019 Plan.


 


6.1.4       Restricted
Stock Units.


 


(a)            Grant
of Restricted Stock Units. A restricted stock unit, or “RSU”, represents the right to receive from the Company on the
respective scheduled vesting or payment date for such RSU, one share of Common Stock or, if specified in the applicable Award agreement,
the Fair Market Value of one share of Common Stock paid in cash. The vesting or payment of an Award of RSUs may be subject to the attainment
of specified performance goals or targets, forfeitability provisions and such other terms and conditions as the Administrator may determine,
subject to the provisions of this Amended 2019 Plan.


 






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(b)            Dividend
Equivalent Accounts. If (and only if) required by the applicable Award Agreement, prior to the expiration of the applicable vesting
period of an RSU, the Administrator shall pay dividend equivalent rights with respect to RSUs, in which case the Company shall establish
an account for the Participant and reflect in that account any securities, cash or other property comprising any dividend or property
distribution with respect to the shares of Common Stock underlying each RSU. Each amount or other property credited to any such account
may be immediately vested or may be subject to the same vesting conditions as the RSU to which it relates, as determined by the Administrator.
In addition, subject to applicable law, the Administrator may require or permit a Participant to elect that any such dividend equivalent
amounts credited to the Participant’s account be automatically deemed reinvested in additional RSUs or applied to the purchase of
additional Awards under the Amended 2019 Plan. The Participant shall be paid the amounts or other property credited to such dividend equivalent
account at the time set forth in the Award Agreement.


 


(c)            Rights
as a Stockholder. Subject to the restrictions imposed under the terms and conditions of this Amended 2019 Plan and the applicable
Award Agreement, each Participant receiving RSUs shall have no rights as a stockholder of the Company with respect to such RSUs until
such time as shares of Common Stock are issued to the Participant. In the event an RSU is settled in cash, the Participant receiving RSUs
shall never receive stockholder rights with respect to such Award. No shares of Common Stock shall be issued at the time a RSU is granted,
and the Company will not be required to set aside a fund for the payment of any such Award.


 


6.1.5       Performance
Stock Units.


 


(a)            Grant
of Performance Stock Units. A Performance Stock Unit, or “PSU,” is a performance-based Award that entitles the Participant
to receive shares of Common Stock or, if specified in the Award Agreement, the Fair Market Value of such shares of Common Stock paid in
cash, based on the attainment of one or more performance goals. Each Award of PSUs shall designate a target number of PSUs covered by
the Award, with the actual number of shares of Common Stock earned (if any) to be based on a formula set forth in the Award Agreement
related to the attainment of one or more performance goals set forth in the Award Agreement.


 


(b)            Dividend
Equivalent Accounts. If (and only if) required by the applicable Award Agreement, the Administrator shall pay dividend equivalent
rights with respect to PSUs, in which case the Participant shall be entitled to a cash payment with respect to each PSU earned and payable
in an amount based on the ordinary cash dividends that would have been payable to Participant had Participant been the owner of a number
of actual shares of Common Stock equal to the number of PSUs earned, from the date of grant of the PSU Award through the date the PSU
is paid. If so determined by the Administrator and set forth in the applicable Award Agreement, such cash amount may be credited with
earnings or losses as if deemed reinvested in Company Common Stock or as if used to purchase additional Awards under the Amended 2019
Plan. The amount payable shall be made in a single lump sum on the date on which payment is made in respect of the related PSUs.


 


(c)            Rights
as a Stockholder. Subject to the restrictions imposed under the terms and conditions of this Amended 2019 Plan and the applicable
Award Agreement, each Participant receiving PSUs shall have no rights as a stockholder of the Company with respect to such PSUs until
such time as shares of Common Stock are issued to the Participant. In the event a PSU is settled in cash, the Participant receiving PSUs
shall never receive stockholder rights with respect to such Award. No shares of Common Stock shall be issued at the time a PSU is granted,
and the Company will not be required to set aside a fund for the payment of any such Award.


 






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6.1.6       Cash
Awards. The Administrator may, from time to time, subject to the provisions of the Amended 2019 Plan and such other terms
and conditions as it may determine, grant cash bonuses (including without limitation, discretionary Awards, Awards based on objective
or subjective performance criteria, Awards subject to other vesting criteria or Awards granted consistent with Section 6.1.7 below).
Cash Awards shall be Awarded in such amount and at such times during the term of the Amended 2019 Plan as the Administrator shall determine.


 


6.1.7       Other
Awards. The other types of Awards that may be granted under this Amended 2019 Plan include: (a) stock bonuses or similar
rights to purchase or acquire shares, whether at a fixed or variable price or ratio related to the Common Stock (subject to compliance
with applicable laws), upon the passage of time, the occurrence of one or more events, or the satisfaction of performance criteria or
other conditions, or any combination thereof; or (b) any similar securities or rights with a value derived from the value of or related
to the Common Stock and/or returns thereon.


 


6.2          Award
Agreements. Each Award (other than cash Awards described in Section 6.1.6) shall be evidenced by a written or electronic
Award Agreement in the form approved by the Administrator and, if required by the Administrator, executed or accepted by the recipient
of the Award. The Administrator may authorize any officer of the Company (other than the particular Award recipient) to execute any or
all Award Agreements on behalf of the Company (electronically or otherwise). The Award agreement shall set forth the material terms and
conditions of the Award as established by the Administrator consistent with the express limitations of this Amended 2019 Plan.


 


6.3          Deferrals
and Settlements. Except as otherwise set forth herein, payment of Awards may be in the form of cash, Common Stock, other Awards
or combinations thereof as the Administrator shall determine, and with such restrictions as it may impose. The Administrator may also
require or permit Participants to elect to defer the issuance of shares of Common Stock or the settlement of Awards in cash under such
rules and procedures as it may establish under this Amended 2019 Plan. The Administrator may also provide that deferred settlements
include the payment or crediting of interest or other earnings on the deferral amounts, or the payment or crediting of dividend equivalents
where the deferred amounts are denominated in shares. All mandatory or elective deferrals of the issuance of shares of Common Stock or
the settlement of cash Awards shall be structured in a manner that is intended to comply with the requirements of Section 409A of
the Code.


 


6.4          Consideration
for Common Stock or Awards. The purchase price for any Award granted under this Amended 2019 Plan or the Common Stock to be delivered
pursuant to an Award, as applicable, may be paid by means of any lawful consideration as determined by the Administrator and subject to
compliance with applicable laws, including, without limitation, one or a combination of the following methods:


 


(a)            services
rendered by the recipient of such Award;


 


(b)            cash,
check payable to the order of the Company, or electronic funds transfer;


 


(c)            notice
and third-party payment in such manner as may be authorized by the Administrator;


 


(d)            the
delivery of previously owned shares of Common Stock that are fully vested and unencumbered;


 


(e)            by
a reduction in the number of shares otherwise deliverable pursuant to the Award; or


 


(f)             subject
to such procedures as the Administrator may adopt, pursuant to a “cashless exercise” with a third party who provides financing
for the purposes of (or who otherwise facilitates) the purchase or exercise of Awards.


 


In the event that the Administrator
allows a Participant to exercise an Award by delivering shares of Common Stock previously owned by such Participant and unless otherwise
expressly provided by the Administrator, any shares delivered which were initially acquired by the Participant from the Company (upon
exercise of an Option or otherwise) must have been owned by the Participant at least six months as of the date of delivery (or such other
period as may be required by the Administrator in order to avoid adverse accounting treatment). Shares of Common Stock used to satisfy
the exercise price of an Option shall be valued at their Fair Market Value on the date of exercise. The Company will not be obligated
to deliver any shares unless and until it receives full payment of the exercise or purchase price therefor and any related withholding
obligations under Section 9.1, and any other conditions to exercise or purchase, as established from time to time by the Administrator
have been satisfied. Unless otherwise expressly provided in the applicable Award Agreement, the Administrator may at any time eliminate
or limit a Participant’s ability to pay the purchase or exercise price of any Award by any method other than cash payment to the
Company.


 






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6.5          Minimum
Vesting Schedule. Except as provided below, all Awards granted under the Amended 2019 Plan shall have a minimum one year cliff
vesting schedule meaning that no portion of any Award may be scheduled to vest prior to one year after the date of grant of such Award.
Notwithstanding the foregoing, up to five percent (5%) of the total number of shares of Common Stock authorized by the Board and the stockholders
for issuance under the Amended 2019 Plan may be granted pursuant to Awards not subject to the minimum vesting schedule described above.
The Administrator may adopt reasonable counting procedures to determine whether the five percent (5%) limit in the preceding sentence
has been attained. The Administrator may also apply reasonable rules and rounding conventions to determine whether an Award complies
with the above-referenced minimum vesting schedule.


 


6.6          Transfer
Restrictions.


 


6.6.1       Limitations
on Exercise and Transfer. Unless otherwise expressly provided in (or pursuant to) this Section 6.6, by applicable law and
by the Award agreement, as the same may be amended, (a) all Awards are non-transferable and shall not be subject in any manner to
sale, transfer, anticipation, alienation, assignment, pledge, encumbrance or charge; (b) Awards shall be exercised only by the Participant;
and (c) amounts payable or shares issuable pursuant to any Award shall be delivered only to (or for the account of) the Participant.


 


6.6.2       Exceptions.
The Administrator may permit Awards to be exercised by and paid to, or otherwise transferred to, other persons or entities pursuant to
such conditions and procedures, including limitations on subsequent transfers, as the Administrator may, in its sole discretion, establish
in writing (provided that any such transfer of Awards are not for consideration and provided further that any such transfers of ISOs shall
be limited to the extent permitted under the federal tax laws governing ISOs). Any permitted transfer shall be subject to compliance with
applicable federal and state securities laws.


 


6.6.3       Further
Exceptions to Limits on Transfer. The exercise and transfer restrictions in Section 6.6.1 shall not apply to:


 


(a)  transfers
to the Company,


 


(b)  the designation
of a beneficiary to receive benefits in the event of the Participant’s death or, if the Participant has died, transfers to or exercise
by the Participant’s beneficiary, or, in the absence of a validly designated beneficiary, transfers by will or the laws of descent
and distribution,


 


(c)  subject
to any applicable limitations on ISOs, transfers to a family member (or former family member) pursuant to a domestic relations order if
approved or ratified by the Administrator,


 


(d)  subject
to any applicable limitations on ISOs, if the Participant has suffered a Disability, permitted transfers or exercises on behalf of the
Participant by his or her legal representative, or


 


(e)  the authorization
by the Administrator of “cashless exercise” procedures with third parties who provide financing for the purpose of (or who
otherwise facilitate) the exercise of Awards consistent with applicable laws and the express authorization of the Administrator.


 






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6.7          International
Awards. One or more Awards may be granted to Eligible Persons who provide services to the Company or one of its Subsidiaries outside
of the United States. Any Awards granted to such persons may, if deemed necessary or advisable by the Administrator, be granted pursuant
to the terms and conditions of any applicable sub-plans, if any, appended to this Amended 2019 Plan and approved by the Administrator.


 


6.8          Dividend
and Dividend Equivalents. Notwithstanding anything to the contrary herein, in no event may accrued dividends or dividend equivalents
with respect to any Award issued under the Amended 2019 Plan that is subject to performance-based vesting be paid prior to the vesting
of such Award.


 


		7.	EFFECT OF TERMINATION OF SERVICE ON AWARDS



 


7.1          Termination
of Employment.


 


7.1.1       Administrator
Determination. The Administrator shall establish the effect of a termination of employment or service on the rights and benefits
under each Award under this Amended 2019 Plan and in so doing may make distinctions based upon, inter alia, the cause of termination and
type of Award. If the Participant is not an employee of the Company or one of its Subsidiaries and provides other services to the Company
or one of its Subsidiaries, the Administrator shall be the sole judge for purposes of this Amended 2019 Plan (unless a contract or the
Award agreement otherwise provides) of whether the Participant continues to render services to the Company or one of its Subsidiaries
and the date, if any, upon which such services shall be deemed to have terminated.


 


7.1.2       Stock
Options and SARs. For Awards of Options or SARs, unless the Award Agreement provides otherwise, the exercise period of such Options
or SARs shall expire: (1) three months after the last day that the Participant is employed by or provides services to the Company
or a Subsidiary (provided however, that in the event of the Participant’s death during this period, those persons entitled
to exercise the Option or SAR pursuant to the laws of descent and distribution shall have one year following the date of death within
which to exercise such Option or SAR); (2) in the case of a Participant whose termination of employment is due to death or Disability
(as defined in the applicable Award agreement), 12 months after the last day that the Participant is employed by or provides services
to the Company or a Subsidiary; and (3) immediately upon a Participant’s termination for Cause. The Administrator will, in
its absolute discretion, determine the effect of all matters and questions relating to a termination of employment, including, but not
by way of limitation, the question of whether a leave of absence constitutes a termination of employment and whether a Participant’s
termination is for Cause.


 


7.1.3       Other
Awards. For all other Awards issued under the Amended 2019 Plan, unless the Award agreement provides otherwise, the portion of
such Awards that are unvested at the time that a Participant’s employment or service is terminated shall be forfeited and reacquired
by the Company; provided however, the Administrator may provide, by rule or regulation or in any Award agreement, or may determine
in any individual case, that such forfeiture requirement shall be waived in whole or in part.


 


7.2          Events
Not Deemed Terminations of Service. Unless the express policy of the Company or one of its Subsidiaries, or the Administrator,
otherwise provides, the employment relationship shall not be considered terminated in the case of (a) sick leave, (b) military
leave, or (c) any other paid or unpaid leave of absence authorized by the Company or one of its Subsidiaries, or the Administrator;
provided that unless reemployment upon the expiration of such leave is guaranteed by contract or law, such leave is for a period
of not more than 3 months. In the case of any employee of the Company or one of its Subsidiaries on an approved leave of absence,
continued vesting of the Award while on leave from the employ of the Company or one of its Subsidiaries may be suspended until the employee
returns to service, unless the Administrator otherwise provides or applicable law otherwise requires. In no event shall an Award be exercised
after the expiration of the term set forth in the Award agreement.


 


7.3          Effect
of Change of Subsidiary Status. For purposes of this Amended 2019 Plan and any Award, if an entity ceases to be a Subsidiary of
the Company, a termination of employment or service shall be deemed to have occurred with respect to each Eligible Person in respect of
such Subsidiary who does not continue as an Eligible Person in respect of the Company or another Subsidiary that continues as such after
giving effect to the transaction or other event giving rise to the change in status.


 






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		8.	ADJUSTMENTS; ACCELERATION



 


8.1          Adjustments.
Upon or in contemplation of (a) any reclassification, recapitalization, stock split (including a stock split in the form of a stock
dividend) or reverse stock split, (b) any merger, arrangement, combination, consolidation, or other reorganization, (c) any
spin-off, split-up, or similar extraordinary dividend distribution in respect of the Common Stock (whether in the form of securities or
property), (d) any exchange of Common Stock or other securities of the Company, or (e) any similar unusual or extraordinary
corporate event or transaction affecting the Common Stock, the Administrator shall in such manner, to such extent and at such time as
it deems appropriate and equitable in the circumstances (but subject to compliance with applicable laws and stock exchange requirements)
proportionately adjust any or all of (1) the number and type of shares of Common Stock (or other securities) that thereafter may
be made the subject of Awards (including the Share Limit and the limit on the number of Incentive Stock Options issuable under the Amended
2019 Plan), (2) the number, amount and type of shares of Common Stock (or other securities or property) subject to any or all outstanding
Awards, (3) the grant, purchase, or exercise price (which term includes the base price of any SAR or similar right) of any or all
outstanding Awards, and (4) the securities, cash or other property deliverable upon exercise or payment of any outstanding Awards.
Any adjustment made pursuant to this Section 8.1 shall be made in a manner that, in the good faith determination of the Administrator,
will not likely result in the imposition of additional taxes or interest under Section 409A of the Code. With respect to any Award
of an ISO, the Administrator may make an adjustment that causes the option to cease to qualify as an ISO without the consent of the affected
Participant.


 


8.2          Change
in Control. In the event of a Change in Control: (i) with respect to Awards that are subject to a time-based vesting schedule,
any unvested portion of such Awards shall become vested in full immediately prior to the Change in Control, and (ii) with respect
to Awards that are subject to performance-based vesting, the performance period for all such Awards shall be deemed to be completed as
of the Change in Control, and the Administrator shall determine the extent to which the Awards have vested based on the results achieved
through the date of the Change in Control, including any adjustments necessary to take into account the truncation of the performance
period as a result of the Change in Control. In addition, the Administrator shall have full discretion to take whatever additional actions
(not inconsistent with the previous sentence) that it deems necessary or appropriate with respect to outstanding Awards, including, but
not limited to: (i) to provide for the assumption of such Awards (or portions thereof) or the substitution of such Awards (or portions
thereof) with similar awards of the surviving or acquiring company, in a manner designed to comply with Section 409A of the Code,
(ii) to provide for the termination of any Award upon the occurrence of the Change in Control, (iii) to provide for the cash
out and cancellation of any Award (or portion thereof) immediately prior to such Change in Control, which cash out may (in a manner designed
to comply with Code Section 409A) be subject to any escrow, earn-out or other contingent or deferred payment arrangement that is
contemplated by such Change in Control, and (iv) to take any other actions as the Administrator deems necessary or advisable in connection
with such Change in Control transaction. The Administrator may take different actions with respect to different Participants under the
Amended 2019 Plan, different Awards under the Amended 2019 Plan, and different portions of Awards granted under the Amended 2019 Plan.


 


		9.	TAX PROVISIONS



 


9.1          Tax
Withholding. Upon any exercise, vesting, or payment of any Award, the Company or one of its Subsidiaries shall have the right
at its option to:


 


(a)  require
the Participant (or the Participant’s personal representative or beneficiary, as the case may be) to pay or provide for payment
of at least the minimum amount of any taxes which the Company or one of its Subsidiaries may be required to withhold with respect to such
Award event or payment; or


 


(b)  deduct
from any amount otherwise payable in cash to the Participant (or the Participant’s personal representative or beneficiary, as the
case may be) the minimum amount of any taxes which the Company or one of its Subsidiaries may be required to withhold with respect to
such cash payment.


 


In any case where a tax is
required to be withheld in connection with the delivery of shares of Common Stock under this Amended 2019 Plan, the Administrator may
in its sole discretion (subject to Section 10.1) grant (either at the time of the Award or thereafter) to the Participant the right
to elect, pursuant to such rules and subject to such conditions as the Administrator may establish, to have the Company reduce the
number of shares to be delivered by (or otherwise reacquire) the appropriate number of shares, valued in a consistent manner at their
Fair Market Value or at the sales price in accordance with authorized procedures for cashless exercises, necessary to satisfy the applicable
withholding obligation on exercise, vesting or payment, not in excess of the maximum statutory rates in the Participant’s applicable
jurisdictions.


 






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


 


9.3          Requirement
of Notification of Disqualifying Disposition. If any Participant shall make any disposition of shares of stock delivered pursuant
to the exercise of an ISO under the circumstances described in Code Section 421(b) (relating to certain disqualifying dispositions),
such Participant shall notify the Company of such disposition within ten (10) days thereof.


 


		10.	OTHER PROVISIONS



 


10.1        Compliance
with Laws. This Amended 2019 Plan, the granting and vesting of Awards under this Amended 2019 Plan, the offer, issuance and delivery
of shares of Common Stock, the payment of money under this Amended 2019 Plan or under Awards are subject to compliance with all applicable
federal and state laws, rules and regulations and to such approvals by any applicable stock exchange listing, regulatory or governmental
authority as may, in the opinion of counsel for the Company, be necessary or advisable in connection therewith. The person acquiring any
securities under this Amended 2019 Plan will, if requested by the Company or one of its Subsidiaries, provide such assurances and representations
to the Company or one of its Subsidiaries as the Administrator may deem necessary or desirable to assure compliance with all applicable
legal and accounting requirements.


 


10.2        Future
Awards/Other Rights. No person shall have any claim or rights to be granted an Award (or additional Awards, as the case may be)
under this Amended 2019 Plan, subject to any express contractual rights (set forth in a document other than this Amended 2019 Plan) to
the contrary.


 


10.3        No
Employment/Service Contract. Nothing contained in this Amended 2019 Plan (or in any other documents under this Amended 2019 Plan
or in any Award) shall confer upon any Eligible Person or other Participant any right to continue in the employ or other service of the
Company or one of its Subsidiaries, constitute any contract or agreement of employment or other service or affect an employee’s
status as an employee at will, nor shall interfere in any way with the right of the Company or one of its Subsidiaries to change a person’s
compensation or other benefits, or to terminate his or her employment or other service, with or without cause. Nothing in this Section 10.3,
however, is intended to adversely affect any express independent right of such person under a separate employment or service contract
other than an Award agreement.


 


10.4        Amended
2019 Plan Not Funded. Awards payable under this Amended 2019 Plan shall be payable in shares of Common Stock or from the general
assets of the Company, and no special or separate reserve, fund or deposit shall be made to assure payment of such Awards. No Participant,
beneficiary or other person shall have any right, title or interest in any fund or in any specific asset (including shares of Common Stock,
except as expressly otherwise provided) of the Company or one of its Subsidiaries by reason of any Award hereunder. Neither the provisions
of this Amended 2019 Plan (or of any related documents), nor the creation or adoption of this Amended 2019 Plan, nor any action taken
pursuant to the provisions of this Amended 2019 Plan shall create, or be construed to create, a trust of any kind or a fiduciary relationship
between the Company or one of its Subsidiaries and any Participant, beneficiary or other person. To the extent that a Participant, beneficiary
or other person acquires a right to receive payment pursuant to any Award hereunder, such right shall be no greater than the right of
any unsecured general creditor of the Company.


 






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10.5        Effective
Date, Termination and Suspension, Amendments.


 


10.5.1     Effective
Date and Termination. This Amended 2019 Plan was approved by the Board and shall become effective upon approval by the stockholders
of the Company (the “Effective Date”). Unless earlier terminated by the Board, this Amended 2019 Plan shall
terminate at the close of business ten years after the date on which it was approved by the Board. After the termination of this Amended
2019 Plan either upon such stated expiration date or its earlier termination by the Board, no additional Awards may be granted under this
Amended 2019 Plan, but previously granted Awards (and the authority of the Administrator with respect thereto, including the authority
to amend such Awards) shall remain outstanding in accordance with their applicable terms and conditions and the terms and conditions of
this Amended 2019 Plan.


 


10.5.2     Board
Authorization. The Board may, at any time, terminate or, from time to time, amend, modify or suspend this Amended 2019 Plan, in
whole or in part. No Awards may be granted during any period that the Board suspends this Amended 2019 Plan.


 


10.5.3     Stockholder
Approval. To the extent then required by applicable law or any applicable stock exchange rule or required to preserve the
intended tax consequences of this Amended 2019 Plan, or deemed necessary or advisable by the Board, this Amended 2019 Plan and any amendment
to this Amended 2019 Plan shall be subject to approval by the stockholders of the Company.


 


10.5.4     Amendments
to Awards. Without limiting any other express authority of the Administrator under (but subject to) the express limits of this
Amended 2019 Plan, the Administrator by agreement or resolution may waive conditions of or limitations on Awards to Participants that
the Administrator in the prior exercise of its discretion has imposed, without the consent of a Participant, and (subject to the requirements
of Sections 3.2 and 10.5.5) may make other changes to the terms and conditions of Awards. Any amendment or other action that would
constitute a repricing of an Award is subject to the limitations and stockholder approval requirements set forth in Section 3.2(g).


 


10.5.5     Limitations
on Amendments to Amended 2019 Plan and Awards. No amendment, suspension or termination of this Amended 2019 Plan or change of
or affecting any outstanding Award shall, without written consent of the Participant, affect in any manner materially adverse to the Participant
any rights or benefits of the Participant or obligations of the Company under any Award granted under this Amended 2019 Plan. Changes,
settlements and other actions contemplated by Section 8 shall not be deemed to constitute changes or amendments for purposes of this
Section 10.5.5.


 


10.6        Privileges
of Stock Ownership. Except as otherwise expressly authorized by the Administrator or this Amended 2019 Plan, a Participant shall
not be entitled to any privilege of stock ownership as to any shares of Common Stock not actually delivered to and held of record by the
Participant. Except as expressly provided herein, no adjustment will be made for dividends or other rights as a stockholder of the Company
for which a record date is prior to such date of delivery.


 


10.7        Governing
Law; Construction; Severability.


 


10.7.1     Choice
of Law. This Amended 2019 Plan, the Awards, all documents evidencing Awards and all other related documents shall be governed
by, and construed in accordance with the laws of the State of Delaware.


 


10.7.2     Severability.
If a court of competent jurisdiction holds any provision of this Amended 2019 Plan invalid and unenforceable, the remaining provisions
of this Amended 2019 Plan shall continue in effect and the Amended 2019 Plan shall be construed and enforced without regard to the illegal
or invalid provision.


 


10.7.3     Amended
2019 Plan Construction.


 


(a)            Rule 16b-3.
It is the intent of the Company that the Awards and transactions permitted by Awards be interpreted in a manner that, in the case of Participants
who are or may be subject to Section 16 of the Exchange Act, qualify, to the maximum extent compatible with the express terms of
the Award, for exemption from matching liability under Rule 16b-3 promulgated under the Exchange Act. Notwithstanding the foregoing,
the Company shall have no liability to any Participant for Section 16 consequences of Awards or events under Awards if an Award or
event does not so qualify.


 






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(b)            Compliance
with Section 409A of the Code. The Board intends that, except as may be otherwise determined by the Administrator, any Awards
under the Amended 2019 Plan will be either exempt from or satisfy the requirements of Section 409A to avoid the imposition of any
taxes, including additional income or penalty taxes, thereunder. If the Administrator determines that an Award, Award Agreement, acceleration,
adjustment to the terms of an Award, payment, distribution, deferral election, transaction or any other action or arrangement contemplated
by the provisions of the Amended 2019 Plan would, if undertaken, cause a Participant’s Award to violate Section 409A, unless
the Administrator expressly determines otherwise, such Award, Award Agreement, payment, acceleration, adjustment, distribution, deferral
election, transaction or other action or arrangement shall not be undertaken and the related provisions of the Amended 2019 Plan and/or
Award Agreement will be deemed modified or, if necessary, rescinded in order to comply with the requirements of Section 409A to the
extent determined by the Administrator without the consent of or notice to the Participant. Notwithstanding the foregoing, neither the
Company nor the Administrator shall have any obligation to take any action to prevent the assessment of any excise tax or penalty on any
Participant under Section 409A.


 


(c)            No
Guarantee of Favorable Tax Treatment. Although the Company intends that Awards under the Amended 2019 Plan will be exempt from, or
will comply with, the requirements of Section 409A of the Code, the Company does not warrant that any Award under the Amended 2019
Plan will qualify for favorable tax treatment under Section 409A of the Code or any other provision of federal, state, local or foreign
law. The Company shall not be liable to any Participant for any tax, interest or penalties the Participant might owe as a result of the
grant, holding, vesting, exercise or payment of any Award under the Amended 2019 Plan.


 


10.8        Captions.
Captions and headings are given to the sections and subsections of this Amended 2019 Plan solely as a convenience to facilitate reference.
Such headings shall not be deemed in any way material or relevant to the construction or interpretation of this Amended 2019 Plan or any
provision thereof.


 


10.9        Stock-Based
Awards in Substitution for Stock Options or Awards Granted by Other Corporation. Awards may be granted to Eligible Persons in
substitution for or in connection with an assumption of employee stock options, stock appreciation right, restricted stock or other stock-based
awards granted by other entities to persons who are or who will become Eligible Persons in respect of the Company or one of its Subsidiaries,
in connection with a distribution, arrangement, business combination, merger or other reorganization by or with the granting entity or
an affiliated entity, or the acquisition by the Company or one of its Subsidiaries, directly or indirectly, of all or a substantial part
of the stock or assets of the employing entity. The Awards so granted need not comply with other specific terms of this Amended 2019 Plan,
provided the Awards reflect only adjustments giving effect to the assumption or substitution consistent with the conversion applicable
to the Common Stock in the transaction and any change in the issuer of the security. Any shares that are delivered and any Awards that
are granted by, or become obligations of, the Company, as a result of the assumption by the Company of, or in substitution for, outstanding
Awards previously granted by an acquired company (or previously granted by a predecessor employer (or direct or indirect parent thereof)
in the case of persons that become employed by the Company or one of its Subsidiaries in connection with a business or asset acquisition
or similar transaction) shall not be counted against the Share Limit or other limits on the number of shares available for issuance under
this Amended 2019 Plan, except as may otherwise be provided by the Administrator at the time of such assumption or substitution or as
may be required to comply with the requirements of any applicable stock exchange.


 


10.10      Non-Exclusivity
of Amended 2019 Plan. Nothing in this Amended 2019 Plan shall limit or be deemed to limit the authority of the Board or the Administrator
to grant Awards or authorize any other compensation, with or without reference to the Common Stock, under any other plan or authority.


 






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10.11      No
Corporate Action Restriction. The existence of this Amended 2019 Plan, the Award agreements and the Awards granted hereunder shall
not limit, affect or restrict in any way the right or power of the Board or the stockholders of the Company to make or authorize: (a) any
adjustment, recapitalization, reorganization or other change in the capital structure or business of the Company or any Subsidiary, (b) any
merger, arrangement, business combination, amalgamation, consolidation or change in the ownership of the Company or any Subsidiary, (c) any
issue of bonds, debentures, capital, preferred or prior preference stock ahead of or affecting the capital stock (or the rights thereof)
of the Company or any Subsidiary, (d) any dissolution or liquidation of the Company or any Subsidiary, (e) any sale or transfer
of all or any part of the assets or business of the Company or any Subsidiary, or (f) any other corporate act or proceeding by the
Company or any Subsidiary. No Participant, beneficiary or any other person shall have any claim under any Award or Award Agreement against
any member of the Board or the Administrator, or the Company or any employees, officers or agents of the Company or any Subsidiary, as
a result of any such action.


 


10.12      Other
Company Benefit and Compensation Programs. Payments and other benefits received by a Participant under an Award made pursuant
to this Amended 2019 Plan shall not be deemed a part of a Participant’s compensation for purposes of the determination of benefits
under any other employee welfare or benefit plans or arrangements, if any, provided by the Company or any Subsidiary, except where the
Administrator expressly otherwise provides or authorizes in writing or except as otherwise specifically set forth in the terms and conditions
of such other employee welfare or benefit plan or arrangement. Awards under this Amended 2019 Plan may be made in addition to, in combination
with, as alternatives to or in payment of grants, Awards or commitments under any other plans or arrangements of the Company or its Subsidiaries.


 


10.13      Restrictive
Covenants, Cause Forfeiture and Clawback Policy.


 


10.13.1   Restrictive
Covenants. The Company may retain the right in an Award Agreement to cause a forfeiture of the gain realized by a Participant
on account of actions taken by the Participant in violation or breach of or in conflict with any non-competition agreement, any agreement
prohibiting solicitation of employees of the Company or any Affiliate thereof or any confidentiality obligation of post-employment cooperation
agreement with respect to the Company or any Affiliate, to the extent specified in such Award Agreement applicable to the Participant.


 


10.13.2   Annulment
upon Termination for Cause. The Administrator may annul an Award if the Participant is an employee of the Company or an Affiliate
thereof and is terminated for Cause as defined in the applicable Award Agreement or in the Amended 2019 Plan.


 


10.13.3   Awards
Subject to Clawback. Notwithstanding any other provision of this Amended 2019 Plan to the contrary, any Award granted or
amount payable or paid under this Amended 2019 Plan shall be subject to the terms of any compensation recoupment policy then applicable,
if any, of the Company, to the extent the policy applies to such award or amount. By accepting an Award or the payment of any amount under
the Amended 2019 Plan, each Participant agrees and consents to the Company’s application, implementation and enforcement of (a) any
such policy and (b) any provision of applicable law relating to cancellation, rescission, payback or recoupment of compensation and
expressly agrees that the Company may take such actions as are permitted under the policy or applicable law without further consent or
action being required by such Participant. To the extent that the terms of this Amended 2019 Plan and the policy or applicable law conflict,
then the terms of the policy or applicable law shall prevail.


 


		11.	DIRECTOR COMPENSATION PROVISIONS



 


11.1        Amended
2019 Plan Exclusive Vehicle for Non-Employee Director Cash and Equity Compensation. All cash and equity compensation paid or provided
to the Company’s non-employee directors shall be awarded under the terms and conditions of this Amended 2019 Plan.


 


11.2        Non-Employee
Director Compensation. Non-employee directors may be Awarded any of the types of Awards described in Section 6 above for
which they are eligible under the terms and conditions of Section 6, above.


 


11.2.1     Cash
Awards. Cash Awards (as described in Section 6.1.6) may take any form determined by the Administrator in its sole and absolute
discretion, including, but not limited to, retainers, committee fees, chairperson fees, per meeting fees, and special fees for committee
service. In no event shall cash Awards paid to any non-employee director exceed $400,000 in any fiscal year.


 


11.2.2     Equity
Awards. Equity Awards (described in Sections 6.1.1, 6.1.2, 6.1.3, 6.1.4 and 6.1.5) may take any form determined by the Administrator
in its sole and absolute discretion, provided, however, that in no event shall Awards granted to an non-employee director in any fiscal
year have a grant date fair value in excess of $400,000.


 


As adopted by the Board of Directors of Cimarex
Energy Co. on February 17, 2021.


 






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