Exhibit 10.1


 


PLX
PHARMA INC.


2015
OMNIBUS INCENTIVE PLAN


 


ARTICLE 1


 


PURPOSE


 


The purpose of the Plan is to attract and retain the services
of employees and non-employee directors, to provide them with a proprietary interest in the Company, and to motivate them using
stock-based and cash incentives linked to short-term and long-range performance goals and the interests of the Company’s
stockholders.


 


ARTICLE 2


 


DEFINITIONS


 


For the purpose of the Plan, unless the context requires otherwise,
the following terms shall have the meanings indicated:


 


		2.1.	“Award” means the grant of any Incentive Stock Option, Non-qualified Stock Option, SAR, Restricted Stock,
Restricted Stock Unit, Stock Unit, Performance Share, Performance Unit, Performance Cash, Dividend Equivalent or any other right
or interest relating to stock or cash incentive, whether granted singly, in combination or in tandem to a Participant under the
Plan (each individually referred to herein as an “Incentive”). “Award” also means any annual incentive
cash bonus award made under the Plan pursuant to applicable guidelines.



 


		2.2.	“Award Agreement” means a written agreement between a Participant and the Company, which evidences the grant
of an Award and contains the terms, conditions, restrictions and limitations applicable to the Award, including, but not limited
to, the provisions governing vesting, exercisability, payment, forfeiture, and termination of employment, all or some of which
may be incorporated by reference into one or more other documents delivered or otherwise made available to a Participant in connection
with an Award.



 


		2.3.	“Award Period” means the period during which one or more Incentives granted under an Award may be exercised
or earned.



 


		2.4.	“Board” means the board of directors of the Company.



 


		2.5.	“Code” means the Internal Revenue Code of 1986, as amended, together with the published rulings, regulations,
and interpretations promulgated thereunder.



 


		2.6.	“Committee” means the Compensation Committee of the Board or such other Committee appointed or designated
by the Board to administer the Plan in accordance with Article 3 of this Plan that consists of two or more “outside directors”
as described under Treasury Regulation §1.162-27(e)(3).



 


		2.7.	“Common Stock” means the Company’s $0.01 par value common stock, which the Company is currently authorized
to issue or may in the future be authorized to issue.



 


		2.8.	“Company” means PLx Pharma Inc., a Delaware corporation, and any successor entity.



 




     


     


    

 


		2.9.	“Covered Participant” means a Participant who is a “covered employee” as defined in Section
162(m)(3) of the Code, and any individual the Committee determines should be treated as such a covered employee.



 


		2.10.	“Date of Grant” means the effective date on which an Award is made to a Participant as set forth in the
applicable Award Agreement.



 


		2.11.	“Dividend Equivalent” means an Award, designated as a Dividend Equivalent, granted to Participants pursuant
to Section 6.8 hereof, or in conjunction with other Awards, the value of which is determined, in whole or in part, by the value
of payments tied to or based on the payment of dividends to holders of Common Stock and may be conditioned on the attainment of
Performance Goals in a manner deemed appropriate by the Committee and described in the Award Agreement.



 


		2.12.	“Employee” means common law employee (as defined in accordance with the Regulations and Revenue Rulings
then applicable under Section 3401(c) of the Code) of the Company or any Subsidiary.



 


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



 


		2.14.	“Fair Market Value” of a share of Common Stock is the mean of the highest and lowest prices per share on
NASDAQ on the pertinent date, or in the absence of reported sales on such day, then on the next following day for which sales were
reported.



 


		2.15.	“Incentive” means an Award under the Plan as defined by Section 2.1 of Article 2.



 


		2.16.	“Incentive Stock Option” or “ISO” means an incentive stock option within the meaning
of Section 422 of the Code, granted pursuant to this Plan.



 


		2.17.	“Limited SAR” or “Limited Stock Appreciation Right” means an Award designated as an SAR as defined
in this Article 2, which is granted with certain limiting features as determined by the Committee and as set forth in the Award
Agreement at the time of grant.



 


		2.18.	“NASDAQ” means the Nasdaq Stock Market.



 


		2.19.	“Non-Employee Director” means a member of the Board who is not an Employee.



 


		2.20.	“Non-qualified Stock Option” or “NQSO” means a stock option, granted pursuant to this
Plan that is not intended to comply with the requirements set forth in Section 422 of the Code.



 


		2.21.	“Option Price” means the price which must be paid by a Participant upon exercise of a Stock Option to purchase
a share of Common Stock.



 


		2.22.	“Participant” shall mean an Employee or Non-Employee Director to whom an Award is granted under this Plan.



 


		2.23.	“Performance Award” means an Award made pursuant to this Plan to a Participant that is subject to the attainment
of one or more Performance Goals. Performance Awards may be in the form of Performance Shares, Performance Units, Performance Cash,
or Dividend Equivalents.



 


		2.24.	“Performance Cash” means an Award, designated as Performance Cash and denominated in cash, granted to a
Participant pursuant to Section 6.7 hereof, the value of which is conditioned, in whole or in part, by the attainment of Performance
Goals in a manner deemed appropriate by the Committee and described in the Award Agreement.



 




    	Page 2	 



     


    

 


		2.25.	“Performance Criteria” or “Performance Goals” or “Performance Measures”
mean the objectives established by the Committee for a Performance Period, for the purpose of determining when an Award subject
to such objectives is earned.



 


		2.26.	“Performance Period” means the time period designated by the Committee during which performance goals must
be met.



 


		2.27.	“Performance Share” means an Award, designated as a Performance Share in the form of shares of Common Stock
or other securities of the Company, granted to a Participant pursuant to Section 6.7 hereof, the value of which is determined,
in whole or in part, by the value of Common Stock and/or conditioned on the attainment of Performance Goals in a manner deemed
appropriate by the Committee and described in the Award Agreement.



 


		2.28.	“Performance Unit” means an Award, designated as a Performance Unit, granted to a Participant pursuant to
Section 6.7 hereof, the value of which is determined, in whole or in part, by the attainment of Performance Goals in a manner deemed
appropriate by the Committee and described in the Award Agreement.



 


		2.29.	“Person” shall mean any individual, corporation, partnership, association, joint-stock company, trust, unincorporated
organization, government or political subdivision thereof or other entity.



 


		2.30.	“Plan” means the PLx Pharma Inc. 2015 Omnibus Incentive Plan, as amended from time to time.



 


		2.31.	“Restricted Stock” means shares of Common Stock issued or transferred to a Participant pursuant to Section
6.4 of this Plan that are subject to restrictions or limitations set forth in this Plan and in the related Award Agreement.



 


		2.32.	“Restricted Stock Unit” means a fixed or variable dollar-denominated right to acquire Common Stock contingently
awarded pursuant to Section 6.4 of the Plan that is subject to restrictions or limitations set forth in this Plan and in the related
Award Agreement.



 


		2.33.	“SAR” or “Stock Appreciation Right” means the right to receive a payment, in cash and/or
Common Stock, equal to the excess of the Fair Market Value of a specified number of shares of Common Stock on the date the SAR
is exercised over the SAR Price for such shares, and may be granted as a Limited SAR.



 


		2.34.	“SAR Price” means the Fair Market Value of each share of Common Stock covered by a SAR, determined by the
Committee on the Date of Grant of the SAR.



 


		2.35.	“SEC” shall mean the Securities and Exchange Commission.



 


		2.36.	“Stock Option” means a Non-qualified Stock Option or an Incentive Stock Option.



 


		2.37.	“Stock Unit Award” means awards of Common Stock or other awards pursuant to Section 6.8 hereof that are
valued in whole or in part by reference to, or are otherwise based on, shares of Common Stock or other securities of the Company.



 


		2.38.	“Subsidiary” means any entity for which PLx Pharma Inc. is the ultimate parent company and in which all
of the equity, partnership, member or other interests are owned by PLx Pharma Inc. or another one of its Subsidiaries. “Subsidiaries”
means more than one of any such entities.



 




    	Page 3	 



     


    

 


ARTICLE 3


 


ADMINISTRATION


 


		3.1.	The Committee shall administer the Plan unless otherwise determined by the Board. The administering Committee shall consist
of not fewer than two persons. Any member of the Committee may be removed at any time, with or without cause, by resolution of
the Board; and any vacancy occurring in the membership of the Committee may be filled by appointment by the Board.



 


		3.2.	The Committee shall select one of its members to act as its Chair. A majority of the Committee shall constitute a quorum, and
the act of a majority of the members of the Committee present at a meeting at which a quorum is present shall be the act of the
Committee.



 


		3.3.	The Committee shall determine and designate from time to time the eligible persons to whom Awards will be granted and shall
set forth in each related Award Agreement the Award Period, the Date of Grant, and such other terms and conditions as may be approved
by the Committee not inconsistent with the Plan. The Committee shall determine whether an Award shall include one type of Incentive,
two or more Incentives granted in combination, or two or more Incentives granted in tandem.



 


		3.4.	The Committee, in its discretion, shall (i) interpret the Plan, (ii) prescribe, amend, and rescind any rules and regulations
necessary or appropriate for the administration of the Plan, and (iii) make such other determinations and take such other action
as it deems necessary or advisable in the administration of the Plan. Any interpretation, determination, or other action made or
taken by the Committee shall be final, binding, and conclusive on all interested parties.



 


		3.5.	With respect to restrictions in the Plan that are based on the requirements of Rule 16b-3 under the Exchange Act, Section 422
of the Code, Section 162(m) of the Code, the rules of the NYSE or any exchange or inter-dealer quotation system upon which the
Company’s securities are listed or quoted, or any other applicable law, rule or restriction (collectively, “applicable
law”), to the extent that any such restrictions are no longer required by applicable law, the Committee shall have the
sole discretion and authority to grant Awards that are not subject to such mandated restrictions and/or to waive any such mandated
restrictions with respect to outstanding Awards.



 


ARTICLE 4


 


ELIGIBILITY


 


Employees (including Employees who are also a director or an
officer) and Non-Employee Directors are eligible to participate in the Plan. The Committee, in its discretion, may grant, but shall
not be required to grant, an Award to any Employee or Non-Employee Director. Awards may be granted by the Committee at any time
and from time to time selectively to one or more new Participants, or to then Participants, or to a greater or lesser number of
Participants, and may include or exclude previous Participants, all as the Committee shall determine. Except as may be required
by the Plan, Awards need not be uniform.


 


ARTICLE 5


 


SHARES SUBJECT TO
PLAN


 


		5.1.	Total Shares Available. Subject to adjustment as provided in Articles 14 and 15, the maximum number of shares of Common
Stock that may be delivered pursuant to Awards granted under the Plan (including Awards issued under the Plan in 2015) is initially
3,500,000 (the “Share Limit”). The Share Limit shall automatically increase—on an annual basis, beginning
on the first anniversary of the adoption of the Plan—by an amount equal to 5% of the Share Limit in effect at the initial
adoption of the Plan.



 




    	Page 4	 



     


    

 


		5.2.	Source of Shares. Shares to be issued may be made available from authorized but unissued Common Stock, Common Stock
held by the Company in its treasury, or Common Stock purchased by the Company on the open market or otherwise. During the term
of this Plan, the Company will at all times reserve and keep available a number of shares of Common Stock that shall be sufficient
to satisfy the requirements of this Plan.



 


		5.3.	Restoration and Retention of Shares (“Share Counting”). If any shares of Common Stock subject to an Award
shall not be issued or transferred to a Participant and shall cease to be issuable or transferable to a Participant because of
the forfeiture, termination, expiration or cancellation, in whole or in part, of such Award or for any other reason, or if any
such shares shall, after issuance or transfer, be reacquired by the Company because of the Participant’s failure to comply
with the terms and conditions of an Award or for any other reason, the shares not so issued or transferred, or the shares so reacquired
by the Company, as the case may be, shall no longer be charged against the limitation provided for in Section 5.1 and may be used
thereafter for additional Awards under the Plan. The following additional parameters shall apply:



 


		(a)	To the extent an Award under the Plan is settled or paid in cash, shares subject to such Award will not be considered to have
been issued and will not be applied against the maximum number of shares of Common Stock provided for in Section 5.1.



 


		(b)	If an Award may be settled in shares of Common Stock or cash, such shares shall be deemed issued only when and to the
extent that settlement or payment is actually made in shares of Common Stock. To the extent an Award is settled or paid in cash,
and not shares of Common Stock, any shares previously reserved for issuance or transfer pursuant to such Award will again be deemed
available for issuance or transfer under the Plan, and the maximum number of shares of Common Stock that may be issued or transferred
under the Plan shall be reduced only by the number of shares actually issued and transferred to the Participant.



 


		(c)	Notwithstanding the foregoing: (i) Shares withheld or tendered to pay withholding taxes or the exercise price of an Award
shall not again be available for the grant of Awards under the Plan, and (ii) the full number of Shares subject to a Stock
Option or SAR granted that are settled by the issuance of Shares shall be counted against the Shares authorized for issuance under
this Plan, regardless of the number of Shares actually issued upon the settlement of such Stock Option or SAR.



 


		(d)	Any Shares repurchased by the Company on the open market using the proceeds from the exercise of an Award shall not increase
the number of Shares available for the future grant of Awards.



 


		5.4.	Uncertificated Shares. Shares issued under the Plan will be registered in uncertificated book-entry form (unless a holder
of Common Stock requests a certificate representing such holder’s shares of Common Stock). As a result, instead of receiving
Common Stock certificates, holders of Common Stock will receive account statements reflecting their ownership interest in shares
of Common Stock. The book-entry shares will be held with the Company’s transfer agent, which will serve as the record keeper
for all shares of Common Stock being issued in connection with the Plan. Any stockholder who wants to receive a physical certificate
evidencing shares of Common Stock issued under the Plan will be able to obtain a certificate by contacting the Company’s
transfer agent.



 




    	Page 5	 



     


    

 


ARTICLE 6


 


GRANT OF AWARDS


 


		6.1.	In General.



 


		(a)	The grant of an Award shall be authorized by the Committee and may be evidenced by an Award Agreement setting forth the Incentive
or Incentives being granted, the total number of shares of Common Stock subject to the Incentive(s) or the value of the Performance
Award (if applicable), the Option Price (if applicable), the Award Period, the Date of Grant, and such other terms as are approved
by the Committee not inconsistent with the Plan. The Company may execute an Award Agreement with a Participant after the Committee
approves the issuance of an Award. Any Award granted pursuant to this Plan must be granted within 10 years of the date of adoption
of this Plan or within 10 years following the date upon which the Plan was last amended and approved by its stockholders. The grant
of an Award to a Participant shall not be deemed either to entitle the Participant to, or to disqualify the Participant from, receipt
of any other Award under the Plan.



 


		(b)	If the Committee establishes a Date of Grant purchase price for an Award, the Participant must pay such purchase price within
30 days (or such shorter period as the Committee may specify) after the Date of Grant.



 


		6.2.	Limitations on Awards.



 


		(a)	The Plan is subject to the following additional limitations:



 


		(i)	The Option Price of Stock Options cannot be less than 100 percent of the Fair Market Value of a share of Common Stock on the
Date of Grant of the Stock Option.



 


		(ii)	The SAR Price of a SAR cannot be less than 100 percent of the Fair Market Value of a share of Common Stock on the Date of Grant
of the SAR.



 


		(iii)	Repricing of Stock Options and SAR’s or other downward
                                         adjustments in the Option Price or SAR Price of previously granted Stock Options or SAR’s,
                                         respectively, are prohibited, except in connection with a corporate transaction involving
                                         the Company such as any stock dividend, stock split, extraordinary cash dividend, recapitalization,
                                         reorganization, merger, consolidation, split-up, spin-off, combination, or exchange of
                                         shares, provided that the terms of outstanding Awards may not be amended without stockholder
                                         approval to reduce the exercise price of outstanding Stock Options or SAR’s or
                                         cancel outstanding Stock Options or SAR’s in exchange for cash, other awards or
                                         Stock Options or SAR’s having an exercise price that is less than the exercise
                                         price of the original Stock Option or SAR.



 


		(iv)	No Participant may receive during any calendar year (A) Stock Options or SARs covering an aggregate of more than 1,000,000
shares or (B) Awards that are intended to qualify for the exemption from the limitation on deductibility imposed by Section 162(m)
of the Code (other than Stock Options or SARs) covering an aggregate of more than 1,000,000 shares.



 


		(v)	No Participant may receive during any calendar year Awards that are to be settled in cash covering an aggregate of more than
$5,000,000.



 




    	Page 6	 



     


    

 


		(vi)	The term of Awards may not exceed 10 years.



 


		(vii)	Notwithstanding as otherwise provided in this Section 6.2, with respect to Incentive Stock Options (i) the term of an Incentive
Stock Option may not exceed 5 years and the Option Price cannot be less than 110 percent of the Fair Market Value of a share of
Common Stock on the Date of Grant if the individual who is granted to Incentive Stock Option, at the time such Option is granted,
owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company, and (ii) the aggregate
Fair Market Value of the Common Stock which is exercisable for the first time by an individual in one calendar year under all Incentive
Stock Options granted to such individual cannot exceed $100,000. To the extent an Option that is intended to be an Incentive Stock
Option does not satisfy the requirements of this Section 6.2(a)(vii), such Option will be treated as a Non-qualified Stock Option.



 


		(b)	Limited SAR’s granted in tandem with Stock Options or other Awards shall not be counted towards the maximum individual
grant limitation set forth in this Section, as the Limited SAR will expire based on conditions described in Section 6.5(b), below.



 


		6.3.	Rights as Stockholder. Except as provided in Section 6.4 and Section 6.8 of this Plan, until the issuance of the shares
of Common Stock (as evidenced by the appropriate entry on the books of the Company or its transfer agent), no right to vote or
receive dividends or any other rights as a stockholder of the Company shall exist with respect to such shares, notwithstanding
the exercise of any Incentive or Award. No adjustment will be made for a dividend or other rights for which the record date is
prior to the date shares are issued, except as otherwise provided in this Plan.



 


		6.4.	Restricted Stock/Restricted Stock Units. If Restricted Stock and/or Restricted Stock Units are granted to a Participant
under an Award, the Committee shall establish: (i) the number of shares of Restricted Stock and/or the number of Restricted
Stock Units awarded, (ii) the price, if any, to be paid by the Participant for such Restricted Stock and/or Restricted Stock Units,
(iii) the time(s) within which such Award may be subject to forfeiture, (iv) specified Performance Goals of the Company, a Subsidiary,
any division thereof or any group of Employees of the Company, or other criteria, if any, which the Committee determines must be
met in order to remove any restrictions (including vesting) on such Award, and (v) all other terms of the Restricted Stock and/or
Restricted Stock Units, which shall be consistent with this Plan. The provisions of Restricted Stock and/or Restricted Stock Units
need not be the same with respect to each Participant.



 


		(a)	Record of Shares. Each Participant who is awarded Restricted Stock shall be issued the number of shares of Common Stock
specified in the Award Agreement for such Restricted Stock, and such shares shall be recorded in the share transfer records of
the Company and ownership of such shares shall be evidenced by a book entry notation in the share transfer records of the Company’s
transfer agent. Such shares shall be registered in the name of the Participant, subject to any restrictions in effect for the Award.



 


		(b)	Restrictions and Conditions. Shares of Restricted Stock and Restricted Stock Units shall be subject to the following
restrictions and conditions:



 


		(i)	Subject to the other provisions of this Plan and the terms of the particular Award Agreements, during such period as may be
determined by the Committee commencing on the Date of Grant (the “Restriction Period”), the Participant shall
not be permitted to sell, transfer, pledge or assign shares of Restricted Stock and/or Restricted Stock Units. Except with respect
to issuances hereunder representing no greater than five percent of the Share Limit, any Restricted Stock or Restricted Stock Units
not granted pursuant to a Performance Award shall have a minimum Restriction Period of three years from the Date of Grant, provided
that the Committee may provide for vesting on a pro rata basis or for earlier vesting upon such events as the Committee deems appropriate,
which shall be set forth in the applicable Award Agreement. Except for these limitations, the Committee may in its sole discretion,
remove any or all of the restrictions on such Restricted Stock and/or Restricted Stock Units whenever it may determine that, by
reason of changes in applicable laws or other changes in circumstances arising after the date of the Award, such action is appropriate.



 




    	Page 7	 



     


    

 


		(ii)	Except as provided in subparagraph (i) above and Section 6.8(a) below and subject to the terms of a Participant’s Award
Agreement, the Participant shall have, with respect to his or her Restricted Stock, all of the rights of a stockholder of the Company,
including the right to vote the shares, and the right to receive any dividends thereon. Certificates or other evidence of ownership
of shares of Common Stock free of restriction under this Plan shall be delivered to the Participant promptly after, and only after,
the Restriction Period shall expire without forfeiture in respect of such shares of Common Stock. Each Participant, by his or her
acceptance of Restricted Stock, shall irrevocably grant to the Company a power of attorney to transfer any forfeited shares to
the Company and agrees to execute any documents requested by the Company in connection with such forfeiture and transfer.



 


		(iii)	The Restriction Period of Restricted Stock and/or Restricted Stock Units shall commence on the Date of Grant and, subject to
Article 14 of the Plan, unless otherwise established by the Committee in the Award Agreement setting forth the terms of the Restricted
Stock and/or Restricted Stock Units, shall expire upon satisfaction of the conditions set forth in the Award Agreement; such conditions
may provide for vesting based on (i) length of continuous service, (ii) achievement of specific business objectives, (iii)
increases in specified indices, (iv) attainment of specified growth rates, and/or (v) other comparable Performance Measurements,
as may be determined by the Committee in its sole discretion.



 


		6.5.	SAR’s and Limited SAR’s.



 


		(a)	An SAR shall entitle the Participant at his or her election to surrender to the Company the SAR, or portion thereof, as the
Participant shall choose, and to receive from the Company in exchange therefore cash in an amount equal to the excess (if any)
of the Fair Market Value (as of the date of the exercise of the SAR) per share over the SAR Price per share specified in such SAR,
multiplied by the total number of shares of the SAR being surrendered. In the discretion of the Committee, the Company may satisfy
its obligation upon exercise of an SAR by the distribution of that number of shares of Common Stock having an aggregate Fair Market
Value (as of the date of the exercise of the SAR) equal to the amount of cash otherwise payable to the Participant with a cash
settlement to be made for any fractional share interests, or the Company may settle such obligation in part with shares of Common
Stock and in part with cash.



 


		(b)	A Limited SAR shall allow the Participant to receive from the Company cash in an amount equal to the excess (if any) of the
Fair Market Value (as of the date of the exercise of the Limited SAR) per share over the Limited SAR Price per share specified
in such Limited SAR, multiplied by the total number of shares of the Limited SAR being surrendered. The Company will satisfy its
obligation with a cash settlement to be made for any fractional Limited SAR. Limited SAR’s will expire without consideration
upon the vesting, exercise, or settlement, in shares and/or in cash, of Awards for which the Limited SAR was granted in tandem.



 




    	Page 8	 



     


    

 


		6.6.	Tandem Awards. The Committee may grant two or more Incentives in one Award in the form of a “tandem award,”
so that the right of the Participant to exercise one Incentive shall be canceled if, and to the extent, the other Incentive is
exercised. For example, if a Stock Option and an SAR are issued in a tandem Award, and the Participant exercises the SAR with respect
to 100 shares of Common Stock, the right of the Participant to exercise the related Stock Option shall be canceled to the extent
of 100 shares of Common Stock.



 


		6.7.	Performance Based Awards.



 


		(a)	Grant of Performance Awards. The Committee may issue Performance Awards in the form of Performance Shares, Performance
Units, Performance Cash, or Dividend Equivalents to Participants subject to the Performance Goals and Performance Period as it
shall determine. The terms and conditions of each Performance Award will be set forth in the Award Agreement. The Committee shall
have complete discretion in determining the number and/or value of Performance Awards granted to each Participant. Any Performance
Units or Performance Shares granted under the Plan shall have a minimum Restriction Period of one year from the Date of Grant,
provided that the Committee may provide for earlier vesting upon such events as the Committee deems appropriate, which shall be
set forth in the applicable Award Agreement. Participants receiving Performance Awards are not required to pay the Company therefor
(except for applicable tax withholding) other than the rendering of services.



 


		(b)	Value of Performance Awards. The Committee shall set Performance Goals in its discretion for each Participant who is
granted a Performance Award. Such Performance Goals may be particular to a Participant, may relate to the performance of the Subsidiary
or division which employs him or her, may be based on the performance of the Company generally, or a combination of the foregoing.
The Performance Goals may be based on achievement of financial statement objectives, or any other objectives established by the
Committee. The Performance Goals may be absolute in their terms or measured in relationship to other companies similarly or otherwise
situated. The extent to which such Performance Goals are met will determine the number and/or value of the Performance Award to
the Participant.



 


		(c)	Form of Payment. Payment of the amount to which a Participant shall be entitled upon the settlement of a Performance
Award shall be made in a lump sum or installments in cash, shares of Common Stock, or a combination thereof as determined by the
Committee.



 


		6.8.	Other Stock Based Awards.



 


		(a)	Grant of Other Stock Based Awards. The Committee may issue to Participants, either alone or in addition to other Awards
made under the Plan, Stock Unit Awards which may be in the form of Common Stock or other securities. The value of each such Award
shall be based, in whole or in part, on the value of the underlying Common Stock or other securities. The Committee, in its sole
discretion, may determine that an Award, either in the form of a Stock Unit Award under this Section or as an Award granted pursuant
to the other provisions of this Article, may grant or provide to the Participant (i) dividends or Dividend Equivalents (payable
on a current or deferred basis by crediting to an account maintained on the books of the Company, in tandem with other Awards,
in addition to other Awards or freestanding and unrelated to other Awards, except not for Stock Options and unvested SAR’s)
and (ii) cash payments in lieu of or in addition to an Award. The Committee, in its sole discretion, shall determine, from time
to time, the terms, restrictions, conditions, vesting requirements, and payment rules (all of which are sometimes hereinafter collectively
referred to as “rules”) of the Award, including but not limited to the payment or crediting of dividends or
Dividend Equivalents, and shall set forth those rules in the related Award Agreement. Notwithstanding the foregoing, dividends
or Dividend Equivalents shall not be payable or credited in respect of unearned Awards subject to performance conditions (other
than or in addition to the passage of time), although dividends and Dividend Equivalents may be accumulated in respect of unearned
Awards and paid as soon as administratively practicable, but no more than thirty days after, such Awards are earned and become
distributable as determined by the Committee.



 




    	Page 9	 



     


    

 


		(b)	Rules for Stock Unit Awards. The Committee, in its sole and complete discretion, may grant a Stock Unit Award subject
to the following rules:



 


		(i)	All rights with respect to such Stock Unit Awards granted to a Participant under the Plan shall be exercisable during his or
her lifetime only by such Participant or his or her guardian or legal representative.



 


		(ii)	Stock Unit Awards may require the payment of cash consideration by the Participant in receipt of the Award or provide that
the Award, and any Common Stock or other securities issued in conjunction with the Award be delivered without the payment of cash
consideration.



 


		(iii)	The Committee, in its sole and complete discretion, may establish certain Performance Criteria that may relate in whole or
in part to receipt of the Stock Unit Awards.



 


		(iv)	Stock Unit Awards may be subject to a deferred payment schedule and/or vesting over a specified employment period.



 


		(v)	The Committee as a result of certain circumstances may waive or otherwise remove, in whole or in part, any restriction or condition
imposed on a Stock Unit Award at the time of Award.



 


		6.9.	Other Cash Based Awards.  The Committee may issue to Participants, either alone or in addition to other Awards
made under the Plan , the opportunity to earn a cash bonus award based upon the attainment of one or more Performance Goals for
a Performance Period of one year or less, including annual incentive cash bonus awards. The Committee, in its sole and complete
discretion, may grant a cash Award. The Committee shall determine the terms, conditions and payment rules of any such cash Award.



 


ARTICLE 7


 


AWARD PERIOD; VESTING


 


		7.1.	Award Period. Subject to the other provisions of this Plan, no Incentive granted under the Plan may be exercised at
any time after the end of its Award Period.



 


		7.2.	Vesting. The Committee, in its sole discretion, may determine that an Incentive will be immediately exercisable or the
restrictions thereon will immediately lapse, in whole or in part, or that all or any portion may not be exercised or the restrictions
thereon will not lapse until a date, or dates, subsequent to its Date of Grant, or until the occurrence of one or more specified
events, subject in any case to the terms of the Plan. If the Committee imposes conditions upon exercise or the lapsing of restrictions,
then subsequent to the Date of Grant, the Committee may, in its sole discretion, accelerate the date on which all or any portion
of the Incentive may be exercised or the restrictions may lapse, consistent with the terms of this Plan.



 




    	Page 10	 



     


    

 


ARTICLE 8


 


TERMINATION OF SERVICE


 


		8.1.	Termination of Service. The terms and conditions applicable to each Award in the event of a termination of service with
the Company or its Subsidiaries, for any reason, shall be determined by the Committee and included in the applicable Award Agreement.



 


		8.2.	Amendment. Subject to the limitations set forth in Section 6.2 above, the Committee or the Chief Executive Officer may
prescribe new or additional terms for the vesting, exercise or realization of any Award, provided that no such action shall deprive
a Participant or beneficiary, without his or her consent, of the right to any benefit accrued to his or her credit at the time
of such action.



 


ARTICLE 9


 


EXERCISE OF INCENTIVE


 


		9.1.	In General.



 


		(a)	A vested Incentive may be exercised during its Award Period, subject to limitations and restrictions set forth therein and
in Article 8. A vested Incentive may be exercised at such times and in such amounts as provided in this Plan and the applicable
Award Agreement, subject to the terms and conditions of the Plan.



 


		(b)	An Incentive may not be exercised or shares of Common Stock be issued pursuant to an Award if a necessary listing or quotation
of the shares of Common Stock on a stock exchange or inter-dealer quotation system or any registration under state or federal securities
laws required under the circumstances has not been accomplished. No Incentive may be exercised for a fractional share of Common
Stock.



 


		9.2.	Stock Options.



 


		(a)	Subject to such administrative regulations as the Committee may from time to time adopt, a Stock Option may be exercised by
the delivery of written notice to the Company setting forth the number of shares of Common Stock with respect to which the Stock
Option is to be exercised (the “Exercise Notice”) and the date of exercise thereof (the “Exercise Date”)
in accordance with procedures established by the Company. On the Exercise Date, the Participant shall deliver to the Company consideration
with a value equal to the total Option Price of the shares to be purchased, payable as follows: (a) cash, check, bank draft,
or money order payable to the order of the Company, (b) Common Stock (including Restricted Stock) owned by the Participant
on the Exercise Date, valued at its Fair Market Value on the Exercise Date, (c) by delivery (including by fax) to the Company
or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Participant
to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise
of the Stock Option and promptly deliver to the Company the amount of sale proceeds necessary to pay such purchase price, and/or
(d) in any other form of valid consideration that is acceptable to the Company in its sole discretion.



 




    	Page 11	 



     


    

 


		(b)	Upon payment of all amounts due from the Participant, the Company shall cause shares of the Common Stock then being purchased
to be delivered as directed by the Participant (or the person exercising the Participant’s Stock Option in the event of his
death) at its principal business office promptly after the Exercise Date, provided that if the Participant has exercised an Incentive
Stock Option, the Company may at its option retain possession of the shares acquired upon exercise until the expiration of the
holding periods described in Section 422(a)(1) of the Code. The obligation of the Company to deliver shares of Common Stock shall,
however, be subject to the condition that if at any time the Committee shall determine in its discretion that the listing, registration,
or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under
any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition
of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, the Stock Option
may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been
effected or obtained free of any conditions not acceptable to the Committee.



 


		(c)	If the Participant fails to pay for any of the Common Stock specified in such notice or fails to accept delivery thereof, the
Participant’s right to purchase such Common Stock may be terminated by the Company.



 


		9.3.	SAR’s. Subject to the conditions of this Section and such administrative regulations as the Committee may from
time to time adopt, an SAR may be exercised by the delivery (including by fax) of written notice to the Committee setting forth
the number of shares of Common Stock with respect to which the SAR is to be exercised and the date of exercise thereof in accordance
with procedures established by the Company. On the SAR exercise date, the Participant shall receive from the Company in exchange
therefore cash in an amount equal to the excess (if any) of the Fair Market Value (as of the date of the exercise of the SAR) per
share of Common Stock over the SAR Price per share specified in such SAR, multiplied by the total number of shares of Common Stock
of the SAR being surrendered. In the discretion of the Committee, the Company may satisfy its obligation upon exercise of an SAR
by the distribution of that number of shares of Common Stock having an aggregate Fair Market Value (as of the date of the exercise
of the SAR) equal to the amount of cash otherwise payable to the Participant, with a cash settlement to be made for any fractional
share interests, or the Company may settle such obligation in part with shares of Common Stock and in part with cash.



 


		9.4.	Tax Payment Election. Subject to the approval of the Committee, and to any rules and limitations as the Committee may
adopt, a person exercising an Incentive may make the payment of the amount of any taxes required to be collected or withheld by
the Company in connection with such exercise in whole or in part by electing, at or before the time of exercise, either (i) to
have the Company withhold from the number of shares otherwise deliverable a number of shares whose value equals the amount of the
applicable supplemental wage withholding required plus any required state, local or employment tax withholdings, or (ii) to deliver
certificates for other shares owned by the person exercising the Award, endorsed in blank with appropriate signature guarantee,
having a value equal to the amount otherwise to be collected or withheld.



 


		9.5.	Valuation.  Any calculation with respect to a Participant’s income, required tax withholding or
other matters required to be made by the Company upon the exercise of an Incentive shall be made using the Fair Market Value of
the shares of Common Stock on the Exercise Date, whether or not the Exercise Notice is delivered to the Company before or after
the close of trading on that date, unless otherwise specified by the Committee. Notwithstanding the foregoing, for Stock Option
exercises using the Company’s “same-day-sale for cash method” or “broker sale for stock method,”
a Participant’s taxable gain and related tax withholding on the exercise will be calculated using the actual market price
at which shares were sold in the transaction.



 




    	Page 12	 



     


    

 


ARTICLE 10


 


SPECIAL PROVISIONS
APPLICABLE


TO COVERED PARTICIPANTS


 


Awards subject to Performance Criteria that are intended to
satisfy the deductibility requirements of Code Section 162(m) and paid to Covered Participants under this Plan shall be governed
by the conditions of this Article 10 in addition to the requirements of Article 6, above. If the conditions set forth under this
Article 10 conflict with the requirements of Article 6, the conditions of this Article 10 shall prevail. In the event an Award
is intended to comply with Code Section 162(m), then the provisions of this Article 10 shall apply. Notwithstanding any other provision
in this Plan to the contrary, the Committee may grant Awards that do not fully comply with the requirements of Code Section 162(m)
to any Participant, and such non-compliant Awards will not be subject to the limitations of this Article 10.


 


		10.1.	Establishment of Performance Measures, Goals or Criteria. All Performance Measures, Goals, or Criteria relating to Covered
Participants for a relevant Performance Period shall be established by the Committee in writing prior to the beginning of the Performance
Period, or by such other later date for the Performance Period as may be permitted under Section 162(m) of the Code. The Performance
Goals may be identical for all Participants or, at the discretion of the Committee, may be different to reflect more appropriate
measures of individual performance.



 


		10.2.	Performance Goals. The Committee shall establish the Performance Goals relating to Covered Participants for a Performance
Period in writing. Performance Goals may include alternative and multiple Performance Goals and may be based on one or more business
and/or financial criteria. In establishing the Performance Goals for the Performance Period, the Committee in its discretion may
include one or any combination of the following criteria in either absolute or relative (e.g., compared to a group of companies)
terms, for the Company or any Subsidiary:



 


		(a)	Increased revenue;



 


		(b)	Net income measures (including but not limited to income after capital costs and income before or after taxes);



 


		(c)	Stock price measures (including but not limited to growth measures and total stockholder return);



 


		(d)	Market share;



 


		(e)	Earnings per share (actual or targeted growth);



 


		(f)	Earnings before interest, taxes, depreciation, and amortization (“EBITDA”);



 


		(g)	Economic value added (“EVA”);



 


		(h)	Cash flow measures (including but not limited to net cash flow and net cash flow before financing activities);



 


		(i)	Return measures (including but not limited to return on equity, return on average assets, return on capital, risk-adjusted
return on capital, return on investors’ capital and return on average equity);



 


		(j)	Operating measures (including but not limited to operating income, funds from operations, cash from operations, after-tax operating
income and sales volumes);



 


		(k)	Expense measures (including but not limited to general and administrative expense);



 




    	Page 13	 



     


    

 


		(l)	Margins;



 


		(m)	Stockholder value;



 


		(n)	Total stockholder return;



 


		(o)	Proceeds from dispositions;



 


		(p)	Total market value; and



 


		(q)	Corporate values measures (including but not limited to ethics compliance, environmental, and safety).



 


		10.3.	Compliance with Section 162(m). The Performance Goals must be objective and must satisfy third party “objectivity”
standards under Section 162(m) of the Code, and the regulations promulgated thereunder. In interpreting Plan provisions relating
to Awards subject to Performance Goals paid to Covered Participants, it is the intent of the Plan to conform with the standards
of Section 162(m) of the Code and Treasury Regulation §1.162-27(e)(2)(i), and the Committee in establishing such goals and
interpreting the Plan shall be guided by such provisions.



 


		10.4.	Adjustments. The Committee is authorized to make adjustments in the method of calculating attainment of Performance
Goals in recognition of: (i) extraordinary or non-recurring items, (ii) changes in tax laws, (iii) changes in generally
accepted accounting principles or changes in accounting principles, (iv) charges related to restructured or discontinued operations,
(v) restatement of prior period financial results, and (vi) any other unusual, non-recurring gain or loss that is separately identified
and quantified in the Company’s financial statements. Notwithstanding the foregoing, the Committee may, at its sole discretion,
reduce the performance results upon which Awards are based under the Plan, to offset any unintended result(s) arising from events
not anticipated when the Performance Goals were established, or for any other purpose, provided that such adjustment is permitted
by Section 162(m) of the Code.



 


		10.5.	Discretionary Adjustments. The Performance Goals shall not allow for any discretion by the Committee as to an increase
in any Award, but discretion to lower an Award is permissible.



 


		10.6.	Certification. The Award and payment of any Award under this Plan to a Covered Participant with respect to a relevant
Performance Period shall be contingent upon the attainment of the Performance Goals that are applicable to such Covered Participant.
The Committee shall certify in writing prior to payment of any such Award that such applicable Performance Goals relating to the
Award are satisfied. Approved minutes of the Committee may be used for this purpose.



 


		10.7.	Other Considerations. All Awards to Covered Participants under this Plan shall be further subject to such other conditions,
restrictions, and requirements as the Committee may determine to be necessary to carry out the purpose of this Article 10.



 


ARTICLE 11


 


AMENDMENT OR DISCONTINUANCE


 


		11.1.	In General. Subject to the limitations set forth in this Article 11, the Committee may at any time and from time to
time, without the consent of the Participants, alter, amend, revise, suspend, or discontinue the Plan in whole or in part, provided
that no amendment that requires stockholder approval under the rules of the national exchange on which the shares of Common Stock
are listed (or in order for the Plan and Incentives awarded under the Plan to continue to comply with Section 162(m) of the Code,
including any successors to such Section), shall be effective unless such amendment shall be approved by the requisite vote of
the stockholders of the Company entitled to vote thereon. Any such amendment shall, to the extent deemed necessary or advisable
by the Committee, be applicable to any outstanding Incentives theretofore granted under the Plan, notwithstanding any contrary
provisions contained in any Award Agreement. In the event of any such amendment to the Plan, the holder of any Incentive outstanding
under the Plan shall, upon request of the Committee and as a condition to the exercisability thereof, execute a conforming amendment
in the form prescribed by the Committee to any Award Agreement relating thereto.



 




    	Page 14	 



     


    

 


		11.2.	Amendments to Awards. Subject to the limitations set forth in the Plan, the Committee may waive any conditions or rights
under, amend any terms of, or alter any Award theretofore granted, provided that, unless required by law, no action contemplated
or permitted by this Article 11 shall adversely affect any rights of Participants or obligations of the Company to Participants
with respect to any Incentive theretofore granted under the Plan without the consent of the affected Participant.



 


		11.3.	Unusual or Nonrecurring Events. The Committee is hereby authorized to make adjustments in the terms, conditions, and
criteria of Awards in recognition of unusual or nonrecurring events (including the events described in Section 13 of the Plan)
affecting the Company, any Subsidiary, or the financial statements of the Company, or in recognition of changes in applicable laws,
regulations, or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent
dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan.



 


ARTICLE 12


 


EFFECTIVE DATE AND
TERM


 


The Plan shall become effective on the date of its approval
by the stockholders of the Company, and shall continue in existence and force for a period of 10 years thereafter, subject to earlier
termination as prescribed under Article 11 above. After termination of the Plan, no future Awards may be granted hereunder,
but any Awards or Incentives granted before the date of termination will continue to be in effect in accordance with their terms
and conditions.


 


ARTICLE 13


 


CAPITAL ADJUSTMENTS


 


		13.1.	In General. If at any time while the Plan is in effect, or Incentives are outstanding, there shall be any stock dividend,
stock split, reverse stock split, separation, spinoff, reorganization, extraordinary dividend of cash or other property, share
combination, or recapitalization or similar event affecting the capital structure of the Company, then:



 


		(a)	An appropriate adjustment shall be made in the maximum number of shares of Common Stock then subject to being awarded under
the Plan and in the maximum number of shares of Common Stock that may be awarded to a Participant to the end that the same proportion
of the Company’s issued and outstanding shares of Common Stock shall continue to be subject to being so awarded.



 


		(b)	Appropriate adjustments shall be made in the number of shares of Common Stock and the Option Price thereof then subject to
purchase pursuant to each such Stock Option previously granted and unexercised, to the end that the same proportion of the Company’s
issued and outstanding shares of Common Stock in each such instance shall remain subject to purchase at the same aggregate Option
Price.



 


		(c)	Appropriate adjustments shall be made in the number of SAR’s and the SAR Price thereof then subject to exercise pursuant
to each such SAR previously granted and unexercised, to the end that the same proportion of the Company’s issued and outstanding
shares of Common Stock in each instance shall remain subject to exercise at the same aggregate SAR Price.



 




    	Page 15	 



     


    

 


		(d)	Appropriate adjustments shall be made in the number of outstanding shares of Restricted Stock with respect to which restrictions
have not yet lapsed prior to any such change.



 


		(e)	Appropriate adjustments shall be made with respect to shares of Common Stock applicable to any other Incentives previously
awarded under the Plan as the Committee, in its sole discretion, deems appropriate, consistent with the event.



 


		13.2.	Issuance of Stock or Other Convertible Securities. Except as otherwise expressly provided herein, the issuance by the
Company of shares of its capital stock of any class, or securities convertible into shares of capital stock of any class, either
in connection with direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or
obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof
shall be made with respect to (i) the number of or Option Price of shares of Common Stock then subject to outstanding Stock Options
granted under the Plan, (ii) the number of or SAR Price or SAR’s then subject to outstanding SAR’s granted under the
Plan, (iii) the number of outstanding shares of Restricted Stock, or (iv) the number of shares of Common Stock otherwise payable
under any other Incentive.



 


		13.3.	Notification. Upon the occurrence of each event requiring an adjustment with respect to any Incentive, the Company shall
notify each affected Participant its computation of such adjustment, which shall be conclusive and shall be binding upon each such
Participant.



 


ARTICLE 14


 


RECAPITALIZATION,
MERGER AND


CONSOLIDATION;


 


		14.1.	Adjustments, Recapitalizations, Reorganizations, or Other Adjustments. The existence of this Plan and Incentives granted
hereunder shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations, or other changes in the Company’s capital structure and its business, or any merger or
consolidation of the Company, or any issue of bonds, debentures, preferred or preference stocks ranking prior to or otherwise affecting
the Common Stock or the rights thereof (or any rights, options, or warrants to purchase same), or the dissolution or liquidation
of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding,
whether of a similar character or otherwise.



 


		14.2.	Acquiring Entity. Subject to any required action by the stockholders, if the Company shall be the surviving or resulting
corporation in any merger, consolidation or share exchange, any Incentive granted hereunder shall pertain to and apply to the securities
or rights (including cash, property, or assets) to which a Participant would have been entitled.



 


		14.3.	Acquired Entity. In the event of any merger, consolidation or share exchange pursuant to which the Company is not the
surviving or resulting corporation, there shall be substituted for each share of Common Stock subject to the unexercised portions
of such outstanding Incentives, that number of shares of each class of stock or other securities or that amount of cash, property,
or assets of the surviving, resulting or consolidated company that were distributed or distributable to the stockholders of the
Company in respect to each share of Common Stock held by them, such outstanding Incentives to be thereafter exercisable for such
stock, securities, cash, or property in accordance with their terms.



 




    	Page 16	 



     


    

 


ARTICLE 15


 


[removed and reserved]


 


ARTICLE 16


 


ADDITIONAL AUTHORITY
OF COMMITTEE


 


In addition to the Committee’s authority set forth elsewhere
in this Plan, in order to maintain a Participant’s rights in the event of a merger, acquisition, consolidation or other corporate
event described under Articles 15 and 16, the Committee, as constituted before the merger, acquisition, consolidation or other
corporate event, is hereby authorized, and has sole discretion, as to any Incentive, either at the time the Award is made hereunder
or any time thereafter, to take any one or more of the following actions:


 


		(a)	provide for the purchase of any Incentive for an amount of cash equal to the amount that could have been attained upon the
exercise of the Incentive or realization of the Participant’s rights in the Incentive had the Incentive been currently exercisable
or payable;



 


		(b)	adjust any outstanding Incentive as the Committee deems appropriate;



 


		(c)	cause any outstanding Incentive to be assumed, or new rights substituted therefor, by an acquiring or surviving corporation
or successor corporation; or



 


		(d)	include other provisions and limitations in any Award Agreement as it may deem equitable and in the best interests of the Company.



 


ARTICLE 17


 


INCENTIVES IN SUBSTITUTION
FOR


INCENTIVES GRANTED
BY OTHER CORPORATIONS


 


Incentives may be granted under the Plan from time to time in
substitution for similar instruments held by employees of a corporation who become or are about to become Employees of the Company
or any Subsidiary as a result of a merger or consolidation of the employing corporation with the Company or the acquisition by
the Company of stock of the employing corporation. The terms and conditions of the substitute Incentives so granted may vary from
the terms and conditions set forth in this Plan to such extent as the Board at the time of grant may deem appropriate to conform,
in whole or in part, to the provisions of the Incentives in substitution for which they are granted.


 


ARTICLE 18


 


MISCELLANEOUS PROVISIONS


 


		18.1.	Code Section 409A. Notwithstanding anything in this Plan or in any Award Agreement to the contrary, if any Plan provision
or Award under the Plan would result in the imposition of an applicable tax under Section 409A of the Internal Revenue Code of
1986, as amended and related regulations and Treasury pronouncements (“Section 409A”), that Plan provision or
Award may be reformed to avoid imposition of the applicable tax and no action taken to comply with Section 409A shall be deemed
to adversely affect the Participant’s rights to an Award. This Plan and all Award Agreements hereunder are intended to comply,
and shall be administered and interpreted consistently in all respects, with Section 409A and the regulations and additional guidance
promulgated thereunder to the extent applicable. Accordingly, the Company shall have the authority to take any action, or refrain
from taking any action, with respect to this Plan or any Award hereunder that is reasonably necessary to ensure compliance with
Code Section 409A (provided that the Company shall choose the action that best preserves the value of payments and benefits provided
to Participant that is consistent with Code Section 409A). In furtherance, but not in limitation of the foregoing, to the extent
the Participant is a “specified employee” within the meaning of Code Section 409A, payments, if any, that constitute
a “deferral of compensation” under Code Section 409A and that would otherwise become due as a result of Participant’s
“separation from service” (as defined under Code Section 409A) shall be delayed, and all such delayed payments shall
be paid in full on the first day of the seventh month after such separation date.



 




    	Page 17	 



     


    

 


		18.2.	Forfeiture Events; Clawback. To the extent required by applicable law (including without limitation Section 304 of the
Sarbanes-Oxley Act and Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act) or the rules and regulations
of the NYSE, if any, or if so required pursuant to a written policy adopted by the Company, Awards shall be subject (including
on a retroactive basis) to clawback, forfeiture, or similar requirements, in addition to any otherwise applicable vesting of an
Award (and such requirements shall be deemed incorporated by reference into all outstanding Award Agreements).



 


		18.3.	Investment Intent. The Company may require that there be presented to and filed with it by any Participant under the
Plan, such evidence as it may deem necessary to establish that the Incentives granted or the shares of Common Stock to be purchased
or transferred are being acquired for investment and not with a view to their distribution.



 


		18.4.	No Right to Continued Employment. Neither the Plan nor any Incentive granted under the Plan shall confer upon any Participant
any right with respect to continuance of employment by the Company or any Subsidiary.



 


		18.5.	Delegation. Subject to the terms of the Plan and applicable law, the Committee may delegate to one or more officers
or managers of the Company or any Affiliate, or to a committee of such officers or managers, the authority, subject to the terms
and limitations the Committee shall determine, to grant Awards or to cancel, modify or waive rights with respect to, or to amend,
suspend, or terminate Awards.



 


		18.6.	Indemnification of Board and Committee. No member of the Board or the Committee, nor any officer or employee of the
Company acting on behalf of the Board or the Committee, shall be personally liable for any action, determination, or interpretation
taken or made in good faith with respect to the Plan, and all members of the Board or the Committee and each and any officer or
employee of the Company acting on their behalf shall, to the fullest extent permitted by law, be fully indemnified and protected
by the Company in respect of any such action, determination, or interpretation.



 


		18.7.	Effect of the Plan. Neither the adoption of this Plan nor any action of the Board or the Committee shall be deemed to
give any person any right to be granted an Award or any other rights except as may be evidenced by an Award Agreement, or any amendment
thereto, duly authorized by the Committee and executed on behalf of the Company, and then only to the extent and upon the terms
and conditions expressly set forth therein.



 




    	Page 18	 



     


    

 


		18.8.	Compliance with Laws and Regulations. Notwithstanding anything contained herein to the contrary, the Company shall not
be required to sell or issue shares of Common Stock under any Incentive if the issuance thereof would constitute a violation by
the Participant or the Company of any provisions of any law or regulation of any governmental authority or any national securities
exchange or inter-dealer quotation system or other forum in which shares of Common Stock are quoted or traded (including without
limitation Section 16 of the Exchange Act and 162(m) of the Code), and, as a condition of any sale or issuance of shares of Common
Stock under an Incentive, the Committee may require such agreements or undertakings, if any, as the Committee may deem necessary
or advisable to assure compliance with any such law or regulation. The Plan, the grant and exercise of Incentives hereunder, and
the obligation of the Company to sell and deliver shares of Common Stock, shall be subject to all applicable federal and state
laws, rules and regulations and to such approvals by any government or regulatory agency as may be required, and the grant or making
of any Award shall be conditional and shall be granted or awarded subject to acceptance of the shares deliverable pursuant to the
Award for listing on the NYSE.



 


		18.9.	Severability. If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable
in any jurisdiction as to any Person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the
Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be construed or deemed
amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision
shall be stricken as to such jurisdiction, Person or Award and the remainder of the Plan and any such Award shall remain in full
force and effect.



 


		18.10.	Tax Requirements, Withholding. The Company or any Affiliate is hereby authorized to withhold from any Award, from any
payment due or transfer made under any Award or under the Plan or from any compensation or other amount owing to a Participant
the amount (in cash, shares, other securities, other Awards or other property) of any applicable withholding taxes with respect
to an Award, its exercise, the lapse of restrictions thereon, payment or transfer under an Award or under the Plan, and to take
any other action necessary in the opinion of the Company to satisfy all obligations for the payment of the taxes. Notwithstanding
the foregoing, in the event of an assignment of a Non-qualified Stock Option or SAR, the Participant who assigns the Non-qualified
Stock Option or SAR shall remain subject to withholding taxes upon exercise of the Non-qualified Stock Option or SAR by the transferee
to the extent required by the Code or the rules and regulations promulgated thereunder. Such payments shall be required to be made
prior to the delivery of any shares of Common Stock. Such payment may be made in cash, by check, or through the delivery of shares
of Common Stock owned by the Participant (which may be effected by the actual delivery of shares of Common Stock by the Participant
or by the Company’s withholding a number of shares to be issued upon the exercise of a Stock Option, if applicable), which
shares have an aggregate Fair Market Value equal to the required minimum withholding payment, or any combination thereof.



 


		18.11.	Assignability.



 


		(a)	Incentive Stock Options may not be transferred or assigned other than by will or the laws of descent and distribution and may
be exercised during the lifetime of the Participant only by the Participant or the Participant’s legally authorized representative,
and each Award Agreement in respect of an Incentive Stock Option shall so provide. The designation by a Participant of a beneficiary
will not constitute a transfer of the Stock Option. The Committee may waive or modify any limitation contained in the preceding
sentences of this Section 18.10 that is not required for compliance with Section 422 of the Code.



 




    	Page 19	 



     


    

 


		(b)	The Committee may, in its discretion, authorize all or a portion of a Non-qualified Stock Option or SAR to be granted to a
Participant to be on terms which permit transfer by such Participant to (i) the spouse, children or grandchildren of the Participant
(“Immediate Family Members”), (ii) a trust or trusts for the exclusive benefit of such Immediate Family Members,
or (iii) a partnership in which such Immediate Family Members are the only partners, (iv) an entity exempt from federal income
tax pursuant to Section 501(c)(3) of the Code or any successor provision, or (v) a split interest trust or pooled income fund described
in Section 2522(c)(2) of the Code or any successor provision, provided that (a) there shall be no consideration for any such transfer,
(b) the Award Agreement pursuant to which such Non-qualified Stock Option or SAR is granted must be approved by the Committee and
must expressly provide for transferability in a manner consistent with this Section, and (c) subsequent transfers of transferred
Non-qualified Stock Options or SAR’s shall be prohibited except those by will or the laws of descent and distribution or
pursuant to a qualified domestic relations order as defined in the Code or Title I of the Employee Retirement Income Security Act
of 1974, as amended. Following transfer, any such Non-qualified Stock Option and SAR shall continue to be subject to the same terms
and conditions as were applicable immediately prior to transfer, provided that for purposes of Articles 10, 12, 14, 16 and 18 hereof
the term “Participant” shall be deemed to include the transferee. The events of Termination of Service shall
continue to be applied with respect to the original Participant, following which the Non-qualified Stock Options and SAR’s
shall be exercisable by the transferee only to the extent and for the periods specified in the Award Agreement. The Committee and
the Company shall have no obligation to inform any transferee of a Non-qualified Stock Option or SAR of any expiration, termination,
lapse or acceleration of such Option. The Company shall have no obligation to register with any federal or state securities commission
or agency any Common Stock issuable or issued under a Non-qualified Stock Option or SAR that has been transferred by a Participant
under this Section 18.11.



 


		18.12.	No Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or separate
fund of any kind or any fiduciary relationship between the Company or any Affiliate and a Participant or any other Person. To the
extent that any Person acquires a right to receive payments from the Company or any Affiliate pursuant to an Award, such right
shall be no greater than the right of any unsecured general creditor of the Company or any Affiliate.



 


		18.13.	Governing Law. The validity, construction and effect of the Plan and any actions taken or relating to the Plan shall
be determined in accordance with the laws of the State of Delaware and applicable federal law.



 


		18.14.	Successors and Assigns. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation
or otherwise) to all or substantially all of the business and/or assets of the Company, expressly to assume and agree to perform
the Company’s obligations under this Plan in the same manner and to the same extent that the Company would be required to
perform them if no such succession had taken place. As used herein, the “Company” shall mean the Company as herein
before defined and any aforesaid successor to its business and/or assets.



 


		18.15.	No Fractional Shares. No fractional shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee
shall determine whether cash, other securities, or other property shall be paid or transferred in lieu of any fractional shares
or whether fractional shares or any rights thereto shall be canceled, terminated, or otherwise eliminated.



 




    	Page 20