Exhibit 10.5


 


SECOND AMENDED AND RESTATED


STAR SCIENTIFIC, INC. 


2008 INCENTIVE AWARD PLAN 


 


ARTICLE 1. 


 


PURPOSE 


 


The purpose of the Star Scientific, Inc.
2008 Incentive Award Plan (the “Plan”) is to promote the success and enhance the value of Star Scientific, Inc.
(the “Company”) by linking the personal interests of the members of the Board, Employees, and Consultants to
those of the Company’s 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 “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 a Performance-Based
Award granted to a Participant pursuant to the Plan.


 


2.2 “Award Agreement”
means any written agreement, contract, or other instrument or document evidencing an Award, including through electronic medium.


 


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


 


2.4 “Change in Control”
means and includes each of the following:


 


(a) A transaction or series of transactions
(other than an offering of Stock to the general public through a registration statement filed with the Securities and Exchange
Commission) whereby any “person” or related “group” of “persons” (as such terms are used in
Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Company, any of its subsidiaries, an employee benefit plan maintained
by the Company or any of its subsidiaries or a “person” that, prior to such transaction, directly or indirectly controls,
is controlled by, or is under common control with, the Company) directly or indirectly acquires beneficial ownership (within the
meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than 50% of the total combined voting
power of the Company’s securities outstanding immediately after such acquisition; or


 


(b) The consummation by the Company (whether
directly involving the Company or indirectly involving the Company through one or more intermediaries) of (x) a merger, consolidation,
reorganization, or business combination or (y) a sale or other disposition of all or substantially all of the Company’s
assets in any single transaction or series of related transactions or (z) the acquisition of assets or stock of another entity,
in each case other than a transaction:


 






    	 



    	 



    

 


(i) Which results in the Company’s
voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by
being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or
indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s assets or otherwise succeeds
to the business of the Company (the Company or such person, the “Successor Entity”)) directly or indirectly,
at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately after
the transaction, and


 


(ii) After which no person or group beneficially
owns voting securities representing 50% or more of the combined voting power of the Successor Entity; provided, however,
that no person or group shall be treated for purposes of this Section 2.4(b)(ii) as beneficially owning 50% or more of combined
voting power of the Successor Entity solely as a result of the voting power held in the Company prior to the consummation of the
transaction.


 


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.


 


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


 


2.6 “Committee” means
the committee of the Board described in Article 12.


 


2.7 “Consultant” means
any consultant or adviser if: (a) the consultant or adviser renders bona fide services to the Company or any Subsidiary; (b) the
services rendered by the consultant or adviser are not in connection with the offer or sale of securities in a capital-raising
transaction and do not directly or indirectly promote or maintain a market for the Company’s securities; and (c) the
consultant or adviser is a natural person.


 


2.8 “Covered Employee”
means an Employee who is, or could be, a “covered employee” within the meaning of Section 162(m) of the Code.


 


2.9 “Deferred Stock”
means a right to receive a specified number of shares of Stock during specified time periods pursuant to Section 8.5.


 


2.10 “Director” means
a member of the Board, or as applicable, a member of the board of directors of a Subsidiary.


 


2.11 “Disability” means
that the Participant qualifies to receive long-term disability payments under the Company’s long-term disability insurance
program, as it may be amended from time to time.


 


2.12 “Dividend Equivalents”
means a right granted to a Participant pursuant to Section 8.3 to receive the equivalent value (in cash or Stock) of dividends
paid on Stock.


 


2.13 “Effective Date”
shall have the meaning set forth in Section 13.1.


 


2.14 “Eligible Individual”
means any person who is an Employee, a Consultant or an Independent Director, 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”
shall mean a nonreciprocal transaction between the Company and its stockholders, such as a stock dividend, stock split, spin-off,
rights offering or recapitalization through a large, nonrecurring cash dividend, that affects the shares of Stock (or other securities
of the Company) or the share price of Stock (or other securities) and causes a change in the per share value of the Stock underlying
outstanding Awards.


 


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


 


2.18 “Fair Market Value”
means, as of any given date, (a) if Stock is traded on any established stock exchange, the closing price of a share of Stock
on the first trading date during which a sale occurred immediately prior to such given date as reported in the Wall Street Journal
(or such other source as the Company may deem reliable for such purposes); or (b) if Stock is not traded on an exchange but
is quoted on a national market or other quotation system, the last sales price on the date on which sales prices are reported immediately
prior to such given date; or (c) if Stock is not publicly traded, the fair market value established by the Committee acting
in good faith.


 


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 Director of the Company who is not an Employee.


 


2.21 “Non-Employee Director”
means a Director of the Company who qualifies as a “Non-Employee Director” as defined in Rule 16b-3(b)(3) under the
Exchange Act, or any successor rule.


 


2.22 “Non-Qualified Stock Option”
means an Option that is not intended to be an Incentive Stock Option.


 


2.23 “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.


 


2.24 “Participant” means
any Eligible Individual who, as a member of the Board, Consultant or Employee, has been granted an Award pursuant to the Plan.


 


2.25 “Performance-Based Award”
means an Award granted to selected Covered Employees which is subject to the terms and conditions set forth in Article 9.


 


2.26 “Performance Criteria”
means the criteria that the Committee selects for purposes of establishing the Performance Goal or Performance Goals for a Participant
for a Performance Period. The Performance Criteria that will be used to establish Performance Goals are limited to the following:
net sales, revenue, revenue growth or product revenue growth, operating income (before or after taxes, pre- or after- tax income
(before or after allocation of corporate overhead and bonus), net earnings, earnings per share, net income (before or after taxes),
return on equity, total shareholder return, return on assets or net assets, appreciation in and/or maintenance of share price,
market share, gross profits, earnings (including earnings before taxes, earnings before interest and taxes or earnings before interest,
taxes depreciation and amortization), economic value-added models or equivalent metrics, comparisons with various stock market
indices, reductions in costs, cash flow or cash flow per share (before or after dividends), return on capital (including return
on total capital or return on invested capital, cash flow return on investment, improvement in or attainment of expense levels,
operating margins, gross margins or cash margin, year-end cash, debt reductions, shareholder equity, market share, regulatory achievements,
and implementation, completion or attainment of measurable objectives with respect to research, development, products or projects
and recruiting and maintaining personnel. The Committee shall define in an objective fashion the manner of calculating the Performance
Criteria it selects to use for such Performance Period for such Participant.


 






    	 



    	 



    

 


2.27 “Performance
Goals” means, for a Performance Period, the goals established in writing by the Committee for the Performance Period
based upon the Performance Criteria. Depending on the Performance Criteria used to establish such Performance Goals, the Performance
Goals may be expressed in terms of overall Company performance or the performance of a division, business unit, or an individual.
The Committee, in its discretion, may, within the time prescribed by Section 162(m) of the Code, adjust or modify the calculation
of Performance Goals for such Performance Period in order to prevent the dilution or enlargement
of the rights of Participants (a) in the event of, or in anticipation of, any unusual or extraordinary corporate item, transaction,
event, or development, or (b) in recognition of, or in anticipation of, any other unusual or nonrecurring events affecting
the Company, or the financial statements of the Company, or in response to, or in anticipation of, changes in applicable laws,
regulations, accounting principles, or business conditions. 


 


2.28 “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, a Performance-Based Award.


 


2.29 “Performance Share”
means a right granted to a Participant pursuant to Section 8.1, to receive Stock, the payment of which is contingent upon
achieving certain Performance Goals or other performance-based targets established by the Committee.


 


2.30 “Performance Stock Unit”
means a right granted to a Participant pursuant to Section 8.2, 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 “Plan” means this
Star Scientific, Inc. 2008 Incentive Award Plan, as it may be amended from time to time.


 


2.32 “Prior Plan” means
the Amended and Restated Star Scientific, Inc. 2000 Equity Incentive Plan, as such plan may be amended from time to time.


 


2.33 “Qualified Performance-Based
Compensation” means any compensation that is intended to qualify as “qualified performance-based compensation”
as described in Section 162(m)(4)(C) of the Code.


 


2.34 “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.


 


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


 


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


 


2.37 “Stock” means the
common stock of the Company, par value $0.0001 per share, and such other securities of the Company that may be substituted for
Stock pursuant to Article 11.


 


2.38 “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.


 


2.39 “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 Section 8.4.


 


2.40 “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.


 






    	 



    	 



    







 


ARTICLE 3. 


 


SHARES SUBJECT TO THE PLAN


 


3.1 Number of Shares.


 


(a) Subject to Article 11 and Section 3.1(b),
the aggregate number of shares of Stock which may be issued or transferred pursuant to Awards under the Plan is the sum of (i) 16,900,000
shares; (ii) any shares of Stock which as of the Effective Date are available for issuance under the Prior Plan and which
following the Effective Date are not issued under the Prior Plan and (iii) any shares of Stock covered by the options granted
under the Prior Plan that remain unexercised at the time of their cancellation, expiration, forfeiture or termination pursuant
to the terms of the Prior Plan; provided, however, no more than 2,000,000 shares of Stock may be issued upon the exercise
of Incentive Stock Options.


 


(b) To the extent that an Award terminates,
expires, or lapses for any reason, any shares of Stock subject to the 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 shall again be available for the grant of an Award pursuant to the Plan. To the extent permitted
by applicable law or any exchange rule, shares of Stock issued in assumption of, or in substitution for, any outstanding awards
of any entity acquired in any form of combination by the Company or any Subsidiary shall not be counted against shares of Stock
available for grant pursuant to this Plan. The payment of Dividend Equivalents in cash in conjunction with any outstanding Awards
shall not be counted against the shares available for issuance under the Plan. Notwithstanding the provisions of this Section 3.1(b),
no shares of Common Stock may again 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 Number of Shares Subject
to Awards. Notwithstanding any provision in the Plan to the contrary, and subject to Article 11, the maximum number of shares
of Stock with respect to one or more Awards that may be granted to any one Participant during any calendar year shall be 5,000,000.


 


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.


 


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. Notwithstanding
any provision of the Plan to the contrary, in order to comply with the laws in other countries in which the Company and its Subsidiaries
operate or have Eligible Individuals, the Committee, in its sole discretion, shall have the power and authority to: (i) determine
which Subsidiaries shall be covered by the Plan; (ii) determine which Eligible Individuals outside the United States are eligible
to participate in the Plan; (iii) modify the terms and conditions of any Award granted to Eligible Individuals outside the
United States to comply with applicable foreign laws; (iv) establish subplans and modify exercise procedures and other terms
and procedures, to the extent such actions may be necessary or advisable (any such subplans and/or modifications shall be attached
to this Plan as appendices); provided, however, that no such subplans and/or modifications shall increase the share limitations
contained in Sections 3.1 and 3.3 of the Plan; and (v) take any action, before or after an Award is made, that it deems advisable
to obtain approval or comply with any necessary local governmental regulatory exemptions or approvals. Notwithstanding the foregoing,
the Committee may not take any actions hereunder, and no Awards shall be granted, that would violate the Exchange Act, the Code,
any securities law or governing statute or any other applicable law.


 






    	 



    	 



    

 


ARTICLE 5. 


 


STOCK OPTIONS 


 


5.1 General. The Committee is authorized
to grant Options to Eligible Individuals 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 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 that the
term of any Option granted under the Plan shall not exceed ten years. 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) Payment. The Committee shall
determine the methods by which the exercise price of an Option may be paid, the form of payment, including, without limitation:
(i) cash, (ii) shares of Stock 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 exercise price of the Option
or exercised portion thereof, or (iii) other property acceptable to the Committee (including through the 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 of
the Option, 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 Option exercise price; provided that payment of such proceeds is then made to the Company upon settlement
of such sale). 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 Director 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, or continue any extension of credit with respect to the exercise price of an Option with a loan from the Company
or a loan arranged by the Company in violation of Section 13(k) of the Exchange Act.


 


(d) Evidence of Grant. All Options
shall be evidenced by an Award Agreement between the Company and the Participant. The Award Agreement shall include such additional
provisions as may be specified by the Committee.


 


5.2 Incentive Stock Options. Incentive
Stock Options shall be granted only to Employees and the terms of any Incentive Stock Options granted pursuant to the Plan, in
addition to the requirements of Section 5.1, must comply with the provisions of this Section 5.2.


 


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


 






    	 



    	 



    

 


(b) Expiration. Subject to Section 5.2(d),
an Incentive Stock Option shall expire and may not be exercised to any extent by anyone after the first to occur of the following
events:


 


(i) Ten years from the date it is granted,
unless an earlier time is set in the Award Agreement;


 


(ii) Three months after the Participant’s
termination of employment as an Employee; and


 


(iii) One year after the date of the Participant’s
termination of employment or service on account of Disability or death. Upon the Participant’s Disability or death, any Incentive
Stock Options exercisable at the Participant’s Disability or death may be exercised by the Participant’s legal representative
or representatives, by the person or persons entitled to do so pursuant to the Participant’s last will and testament, or,
if the Participant fails to make testamentary disposition of such Incentive Stock Option or dies intestate, by the person or persons
entitled to receive the Incentive Stock Option pursuant to the applicable laws of descent and distribution.


 


(c) 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.


 


(d) 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 only if such Option is granted at a price that is not less than 110%
of Fair Market Value on the date of grant and the Option is exercisable for no more than five years from the date of grant.


 


(e) 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.


 


(f) Right to Exercise. During a
Participant’s lifetime, an Incentive Stock Option may be exercised only by the Participant.


 


(g) Failure to Meet Requirements.
Any Option (or portion thereof) purported to be an Incentive Stock Option, which, for any reason, fails to meet the requirements
of Section 422 of the Code shall be considered a Non-Qualified Stock Option.


 


5.3 Automatic Grants to Independent
Directors. Each Independent Director shall be granted under the Plan on the date of such person’s first election to the
Board, Non-Qualified Stock Options to purchase up to 50,000 shares of Stock, 50% of which shall be exercisable after one year from
the date of the grant and 100% of which shall be exercisable after two years from the date of the grant. Each Independent Director
will also be granted on the anniversary of such Independent Director’s initial election to the Board, Non-Qualified Stock
Options to purchase up to 50,000 shares of Stock which shall be vested and exercisable immediately on the date of grant. Each such
Option shall expire ten years after the date of grant and shall be subject to earlier termination as provided in the Plan. Notwithstanding
the foregoing, if at any time during the last six (6) months of the term of any Option granted pursuant to this Section 5.3,
the holder thereof is precluded from selling shares of Stock underlying such Option solely by reason of the application to such
Independent Director of the policies contained in the Company’s Insider Trading Compliance Manual (or any similar successor
policies), the term of such Option shall be deemed automatically extended by a period equal to six (6) months beginning with
the first day during which such Independent Director shall no longer be so precluded; provided, however, that in
no event shall such term be extended beyond the tenth anniversary of the date of grant of the Option. Except as set forth in this
Section 5.2(d), all of the provisions of the Plan shall be applicable to Awards granted to Independent Directors hereunder.


 


 






    	 



    	 



    

 


ARTICLE 6. 


 


RESTRICTED STOCK AWARDS 


 


6.1 Grant of Restricted Stock. The
Committee is authorized to make Awards of Restricted Stock to any Eligible Individual selected by the Committee in such amounts
and subject to such terms and conditions as determined by the Committee. All Awards of Restricted Stock shall be evidenced by an
Award Agreement.


 


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.


 


6.3 Forfeiture. Except as otherwise
determined by the Committee at the time of the grant of the Award or thereafter, upon termination of employment or service during
the applicable restriction period, Restricted Stock that is at that time subject to restrictions shall be forfeited; provided,
however, that, the Committee may (a) provide in any Restricted Stock Award Agreement that restrictions or forfeiture conditions
relating to Restricted Stock will be waived in whole or in part in the event of terminations resulting from specified causes, and
(b) in other cases waive in whole or in part restrictions or forfeiture conditions relating to Restricted Stock.


 


6.4 Certificates for Restricted Stock.
Restricted Stock granted pursuant to the Plan may be evidenced in such manner as the Committee shall determine. If certificates
representing shares of Restricted Stock are registered in the name of the Participant, certificates must bear an appropriate legend
referring to the terms, conditions, and restrictions applicable to such Restricted Stock, and the Company may, at its discretion,
retain physical possession of the certificate until such time as all applicable restrictions lapse.


 


ARTICLE 7. 


 


STOCK APPRECIATION RIGHTS 


 


7.1 Grant of Stock Appreciation Rights.


 


(a) A Stock Appreciation Right may be
granted to any Eligible Individual 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 and shall be evidenced by an Award Agreement.


 


(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 equal to the product of (i) the excess of (A) the Fair Market Value of the Stock on the date the Stock Appreciation
Right is exercised over (B) the Fair Market Value of the Stock on the date the Stock Appreciation Right was granted and (ii) the
number of shares of Stock with respect to which the Stock Appreciation Right is exercised, subject to any limitations the Committee
may impose.


 


7.2 Payment and Limitations on Exercise.


 


(a) Subject to Sections 7.2(b), payment
of the amounts determined under Sections 7.1(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.


 






    	 



    	 



    

 


(b) To the extent any payment under Section 7.1(b)
is effected in Stock, it shall be made subject to satisfaction of all provisions of Article 5 above pertaining to Options.





 


 


ARTICLE 8. 


 


OTHER TYPES OF AWARDS 


 


8.1 Performance Share Awards. Any
Eligible Individual 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 Eligible Individual selected by the Committee may be granted one or more Performance Stock Unit awards which shall be denominated
in unit equivalent of shares of Stock and/or 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 Eligible Individual 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 and at such time and subject to such limitations as may be determined by the Committee.


 


(b) Dividend Equivalents granted with
respect to Options or SARs that are intended to be Qualified Performance-Based Compensation shall be payable, with respect to pre-exercise
periods, regardless of whether such Option or SAR is subsequently exercised.


 


8.4 Stock Payments. Any Eligible
Individual selected by the Committee may receive Stock Payments in the manner determined from time to time by the Committee. The
number of shares 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 Eligible
Individual 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.


 






    	 



    	 



    

 


8.6 Restricted Stock Units. The
Committee is authorized to make Awards of Restricted Stock Units to any Eligible Individual 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 10.5(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.


 


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


 


8.8 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 or Restricted Stock Units; provided, however, that such price shall not be less than the
par value of a share of Stock on the date of grant, unless otherwise permitted by applicable state law.


 


8.9 Exercise upon Termination of Employment
or Service. An Award of Performance Shares, Performance Stock Units, Dividend Equivalents, Deferred Stock, Stock Payments and
Restricted Stock Units shall only be exercisable or payable while the Participant is an Employee, Consultant or Director, 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 or Restricted Stock Units may be exercised or paid
subsequent to a termination of employment or service, as applicable, or following a Change in Control of the Company, or because
of the Participant’s retirement, death or disability, or otherwise; provided, however, that any such provision with
respect to Performance Shares or Performance Stock Units shall be subject to the requirements of Section 162(m) of the Code
that apply to Qualified Performance-Based Compensation.


 


8.10 Form of Payment. Payments with
respect to any Awards granted under this Article 8 shall be made in cash, in Stock or a combination of both, as determined by the
Committee.


 


8.11 Award Agreement. All Awards
under this Article 8 shall be subject to such additional terms and conditions as determined by the Committee and shall be evidenced
by an Award Agreement.


 


ARTICLE 9. 


 


PERFORMANCE-BASED AWARDS 


 


9.1 Purpose. The purpose of this
Article 9 is to provide the Committee the ability to qualify Awards other than Options and SARs and that are granted pursuant to
Articles 6 and 8 as Qualified Performance-Based Compensation. If the Committee, in its discretion, decides to grant a Performance-Based
Award to a Covered Employee, the provisions of this Article 9 shall control over any contrary provision contained in Articles 6
or 8; provided, however, that the Committee may in its discretion grant Awards to Covered Employees that are based on Performance
Criteria or Performance Goals but that do not satisfy the requirements of this Article 9.


 


9.2 Applicability. This Article
9 shall apply only to those Covered Employees selected by the Committee to receive Performance-Based Awards. The designation of
a Covered Employee as a Participant for a Performance Period shall not in any manner entitle the Participant to receive an Award
for the period. Moreover, designation of a Covered Employee as a Participant for a particular Performance Period shall not require
designation of such Covered Employee as a Participant in any subsequent Performance Period and designation of one Covered Employee
as a Participant shall not require designation of any other Covered Employees as a Participant in such period or in any other period.


 






    	 



    	 



    

 


9.3 Procedures with Respect to Performance-Based
Awards. To the extent necessary to comply with the Qualified Performance-Based Compensation requirements of Section 162(m)(4)(C)
of the Code, with respect to any Award granted under Articles 6 or 8 which may be granted to one or more Covered Employees, no
later than ninety (90) days following the commencement of any fiscal year in question or any other designated fiscal period
or period of service (or such other time as may be required or permitted by Section 162(m) of the Code), the Committee shall,
in writing, (a) designate one or more Covered Employees, (b) select the Performance Criteria applicable to the Performance
Period, (c) establish the Performance Goals, and amounts of such Awards, as applicable, which may be earned for such Performance
Period, and (d) specify the relationship between Performance Criteria and the Performance Goals and the amounts of such Awards,
as applicable, to be earned by each Covered Employee for such Performance Period. Following the completion of each Performance
Period, the Committee shall certify in writing whether the applicable Performance Goals have been achieved for such Performance
Period. In determining the amount earned by a Covered Employee, the Committee shall have the right to reduce or eliminate (but
not to increase) the amount payable at a given level of performance to take into account additional factors that the Committee
may deem relevant to the assessment of individual or corporate performance for the Performance Period.


 


9.4 Payment of Performance-Based Awards.
Unless otherwise provided in the applicable Award Agreement, a Participant must be employed by the Company or a Subsidiary on the
day a Performance-Based Award for such Performance Period is paid to the Participant. Furthermore, a Participant shall be eligible
to receive payment pursuant to a Performance-Based Award for a Performance Period only if the Performance Goals for such period
are achieved. In determining the amount earned under a Performance-Based Award, the Committee may reduce or eliminate the amount
of the Performance-Based Award earned for the Performance Period, if in its sole and absolute discretion, such reduction or elimination
is appropriate.


 


9.5 Additional Limitations. Notwithstanding
any other provision of the Plan, any Award which is granted to a Covered Employee and is intended to constitute Qualified Performance-Based
Compensation shall be subject to any additional limitations set forth in Section 162(m) of the Code (including any amendment
to Section 162(m) of the Code) or any regulations or rulings issued thereunder that are requirements for qualification as
qualified performance-based compensation as described in Section 162(m)(4)(C) of the Code, and the Plan shall be deemed amended
to the extent necessary to conform to such requirements.


 


ARTICLE 10. 


 


PROVISIONS APPLICABLE TO AWARDS 


 


10.1 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.


 


10.2 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.


 






    	 



    	 



    

 


10.3 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 or pursuant to beneficiary designation
procedures approved from time to time by the Committee (or the Board in the case of Awards granted to Independent Directors). 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 employment or 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.


 


10.4 Beneficiaries. Notwithstanding
Section 10.3, 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.


 


10.5 Stock Certificates; Book Entry
Procedures.


 


(a) Notwithstanding anything herein to
the contrary, the Company shall not be required to issue or deliver any certificates 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 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 on any Stock certificate 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 may
determine whether to deliver to any Participant certificates evidencing shares of Stock issued in connection with any Award or
instead whether such shares of Stock shall be recorded in the books of the Company (or, as applicable, its transfer agent or stock
plan administrator).


 






    	 



    	 



    

 


10.6 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.





 


ARTICLE 11. 


 


CHANGES IN CAPITAL STRUCTURE 


 


11.1 Adjustments.


 


(a) In the event of any stock dividend,
stock split, combination or exchange of shares, merger, consolidation or other distribution (other than normal cash dividends)
of Company assets to stockholders, or any other change affecting the shares of Stock or the share price of the Stock other than
an Equity Restructuring, the Committee shall make such equitable adjustments, if any, as the Committee in its discretion may deem
appropriate to reflect such change with respect to (a) the aggregate number and kind of shares that may be issued under the
Plan (including, but not limited to, adjustments of the limitations in Sections 3.1 and 3.3); (b) the terms and conditions
of any outstanding Awards (including, without limitation, any applicable performance targets or criteria with respect thereto);
and (c) the grant or exercise price per share for any outstanding Awards under the Plan. Any adjustment affecting an Award
intended as Qualified Performance-Based Compensation shall be made consistent with the requirements of Section 162(m) of the
Code.


 


(b) In the event of any transaction or
event described in Section 11.1 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, or of changes in applicable laws, regulations or accounting
principles, the Committee, in its sole and absolute discretion, and on such terms and conditions as it deems appropriate, either
by the terms of the Award 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 whenever the Committee determines
that such action is appropriate in order to prevent 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:


 


(i) To provide for either (A) termination
of any such Award in exchange for an amount of cash, 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 11.1 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;


 


(iii) To make adjustments in the number
and type of shares of Common 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.


 


(c) In connection with the occurrence of
any Equity Restructuring, and notwithstanding anything to the contrary in Sections 11.1(a) and 11.1(b):


 


(i) The number and type of securities
subject to each outstanding Award and the exercise price or grant price thereof, if applicable, will be equitably adjusted. The
adjustments provided under this Section 11.1(c)(i) shall be nondiscretionary and shall be final and binding on the affected
Participant and the Company.


 


(ii) The Committee shall make such equitable
adjustments, if any, as the Committee 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 Sections 3.1 and 3.3).


 


11.2 Acceleration Upon a Change in Control.
Notwithstanding Section 11.1, and except as may otherwise be provided in any applicable Award Agreement or other written agreement
entered into between the Company 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. In the event that the terms of any agreement between the Company
or any Company subsidiary or affiliate and a Participant contains provisions that conflict with and are more restrictive than the
provisions of this Section 11.2, this Section 11.2 shall prevail and control and the more restrictive terms of such agreement
(and only such terms) shall be of no force or effect.


 


11.3 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.


 


11.4 Restrictions on Exercise. In
the event of any pending stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution
(other than normal cash dividends) of Company assets to stockholders, or any other change affecting the shares of Stock or the
share price of the Stock including any Equity Restructuring, for reasons of administrative convenience, the Company in its sole
discretion may refuse to permit the exercise of any Award during a period of 30 days prior to the consummation of any such transaction.


 






    	 



    	 



    

 


ARTICLE 12. 


 


ADMINISTRATION 


 


12.1 Committee. Unless and until
the Board delegates administration of the Plan to a Committee as set forth below, the Plan shall be administered by the full Board,
and for such purposes the term “Committee” as used in this Plan shall be deemed to refer to the Board. The Board, at
its discretion or as otherwise necessary to comply with the requirements of Section 162(m) of the Code, Rule 16b-3 promulgated
under the Exchange Act or to the extent required by any other applicable rule or regulation, may delegate administration of the
Plan to a Committee consisting of two or more members of the Board. Unless otherwise determined by the Board, the Committee shall
consist solely of two or more members of the Board each of whom is an “outside director,” within the meaning of Section 162(m)
of the Code, a Non-Employee Director and an “independent director” under the rules and regulations of the NASDAQ Global
Market (or other principal securities market on which shares of Stock are traded); 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 12.1 or otherwise provided in any charter of the Committee.
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 12.5. 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 under Rule
16b-3 under the Exchange Act or Section 162(m) of the Code, or any regulations or rules issued thereunder, are required to
be determined in the sole discretion of the Committee. Except as may otherwise be provided in any charter of the Committee, appointment
of Committee members shall be effective upon acceptance of appointment; Committee members may resign at any time by delivering
written notice to the Board; and vacancies in the Committee may only be filled by the Board.


 


12.2 Action by the Committee. Unless
otherwise established by the Board or in any charter of the Committee, a majority of the Committee shall constitute a quorum and
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 any Subsidiary, the Company’s independent certified public accountants, or any executive compensation consultant
or other professional retained by the Company to assist in the administration of the Plan.


 


12.3 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
reload provision, 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 determines; provided,
however, that the Committee shall not have the authority to accelerate the vesting or waive the forfeiture of any Performance-Based
Awards;


 






    	 



    	 



    

 


(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.


 


12.4 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.


 


12.5 Delegation of Authority. To
the extent permitted by applicable law, the Board 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) Employees who
are subject to Section 16 of the Exchange Act, (b) Covered Employees, or (c) officers of the Company (or Directors)
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 Board specifies at the time of such delegation, and the Board may at any time rescind the authority so delegated
or appoint a new delegatee. At all times, the delegatee appointed under this Section 12.5 shall serve in such capacity at
the pleasure of the Board.


 


ARTICLE 13. 


 


EFFECTIVE AND EXPIRATION DATE 


 


13.1 Effective Date. The Plan is
effective as of the date the Plan is approved by the Board (the “Effective Date”), subject to the approval by
the Company’s stockholders within twelve (12) months following the Effective Date. The Plan will be deemed to be approved
by the stockholders if it is approved either:


 


(a) By a majority of the votes cast at
a duly held stockholders meeting at which a quorum representing a majority of outstanding voting stock is, either in person or
by proxy, present and voting on the plan; or


 


(b) By a method and in a degree that would
be treated as adequate under Delaware law in the case of an action requiring stockholder approval.


 


13.2 Expiration Date. The Plan will
expire on, and no Award may be granted pursuant to the Plan after, the tenth anniversary of the Effective Date, except that no
Incentive Stock Options may be granted under the Plan after the earlier of the tenth anniversary of (a) the date the Plan
is approved by the Board or (b) the Effective Date. Any Awards that are outstanding on the tenth anniversary of the Effective
Date shall remain in force according to the terms of the Plan and the applicable Award Agreement.


 






    	 



    	 



    

 


ARTICLE 14. 


 


AMENDMENT, MODIFICATION, AND TERMINATION



 


14.1 Amendment,
Modification, and Termination. Subject to Section 15.14, with the approval of the Board, at any time and from time to
time, the Committee may terminate, amend or modify the Plan; provided, however, that (a) to the extent necessary and
desirable 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, and (b) stockholder approval shall be required for
any amendment to the Plan that increases the number of shares available under the Plan (other than any adjustment as provided by
Article 11). Notwithstanding any provision in this Plan to the contrary, absent approval of the stockholders of the Company, 
no Option may be amended to reduce the per share exercise price of the shares subject to such Option
below the per share exercise price as of the date the Option is granted and, except as permitted by Article 11, no Option may be
granted in exchange for, or in connection with, the cancellation or surrender of an Option having a higher per share exercise price.
Subject to Article 11, the Board shall not, without the approval of the stockholders of the Company, authorize the amendment of
any outstanding Award to reduce its price per share. Furthermore, subject to Article 11, no Award shall be canceled and replaced
with the grant of an Award having a lesser price per share without the further approval of stockholders of the Company. Subject
to Article 11, the Board 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. 


 


14.2 Awards Previously Granted.
Except with respect to amendments made pursuant to Section 15.14, 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.


 


ARTICLE 15. 


 


GENERAL PROVISIONS 


 


15.1 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.


 


15.2 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.


 


15.3 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 employment tax obligations)
required by law to be withheld with respect to any taxable event concerning a Participant arising as a result of this Plan. The
Committee may in its discretion and in satisfaction of the foregoing requirement allow a Participant to elect to have the Company
withhold shares of Stock otherwise issuable under an Award (or allow the return of shares of Stock) having a Fair Market Value
equal to the sums required to be withheld. Notwithstanding any other provision of the Plan, the number of shares of Stock which
may be withheld with respect to the issuance, vesting, exercise or payment of any Award (or which may be repurchased from the Participant
of such Award within six months (or such other period as may be determined by the Committee) after such shares of Stock were acquired
by the Participant from the Company) in order to satisfy the Participant’s federal, state, local and foreign income and payroll
tax liabilities with respect to the issuance, vesting, exercise or payment of the Award shall be limited to the number of shares
which have a Fair Market Value on the date of withholding or repurchase 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.


 






    	 



    	 



    

 


15.4 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.


 


15.5 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.


 


15.6 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.


 


15.7 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.


 


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


 


15.9 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.


 


15.10 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 or whether such fractional shares shall be eliminated by rounding up or down as appropriate.


 


15.11 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 under 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.


 


15.12 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, 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, 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.


 






    	 



    	 



    

 


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


 


15.14 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 Effective Date. Notwithstanding any provision of the Plan to the contrary, in the event
that following the Effective Date 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 Effective Date), 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 and thereby avoid the application of any penalty taxes under such Section.


 


* * * * *


 


I hereby certify that the foregoing Plan
was duly adopted by the Board of Directors of Star Scientific, Inc. on December 14, 2012.


 


* * * * *


 


I hereby certify that the foregoing Plan
was approved by the stockholders of Star Scientific, Inc. on  December 14, 2012.


 


Executed on this 2nd day of
January, 2013.


 


______________________________


 


                Corporate Secretary