Exhibit 10.46


 


FGL Holdings


 


2017 Omnibus
INCENTIVE PLAN


 




     


     


    

 


TABLE OF CONTENTS


 


	1.	Establishment, Purpose and Types of Awards	1
	 	 	 
	2.	Definitions	1
	 	 	 
	3.	Administration	6
	 	 	 
	4.	Stock Available Under the Plan; Maximum Awards	8
	 	 	 
	5.	Participation	9
	 	 	 
	6.	Stock Options	9
	 	 	 
	7.	Restricted Stock and Restricted Stock Units	11
	 	 	 
	8.	Stock Appreciation Rights	12
	 	 	 
	9.	Unrestricted Stock and Dividend Equivalents	13
	 	 	 
	10.	Performance Awards	13
	 	 	 
	11.	Cash Awards	14
	 	 	 
	12.	Tax Withholding	14
	 	 	 
	13.	Transferability	15
	 	 	 
	14.	Adjustments; Business Combinations	16
	 	 	 
	15.	Termination and Amendment	17
	 	 	 
	16.	Non-Guarantee of Employment	17
	 	 	 
	17.	Termination of Relationship	17
	 	 	 
	18.	Written Agreement	18
	 	 	 
	19.	Non-Uniform Determinations	18
	 	 	 
	20.	Limitation on Benefits	18
	 	 	 
	21.	Compliance with Securities and Other Laws	18
	 	 	 
	22.	Clawbacks; Forfeitures	19
	 	 	 
	23.	No Trust or Fund Created	19
	 	 	 
	24.	No Limit on Other Compensation Arrangements	19
	 	 	 
	25.	No Restriction of Corporate Action	19
	 	 	 
	26.	Construction; Governing Law	20
	 	 	 
	27.	Plan Subject to Charter and Bylaws	20
	 	 	 
	28.	Effective Date; Termination Date	20
	 	 	 
	29.	Tax Consequences of Awards/Payments	20
	 	 	 
	30.	No Fractional Shares	21
	 	 	 
	31.	Severability	21


 




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		1.	Establishment, Purpose and Types of Awards



 


FGL Holdings (the “Company”)
hereby establishes the FGL Holdings 2017 Omnibus Incentive Plan (the “Plan”). The purpose of the Plan is to
promote the long-term growth and profitability of the Company by (i) providing incentives to individuals who provide services to
the Company in order to improve stockholder value and contribute to the growth and financial success of the Company, and (ii) enabling
the Company to attract, retain and reward the best available persons to provide services to the Company. The Plan permits the granting
of Awards in the form of Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Unrestricted Stock, Performance
Awards, Dividend Equivalents and Cash Awards, in each case as such term is defined below, and any combination of the foregoing.


 


		2.	Definitions



 


Under this Plan, except
where the context otherwise indicates, the following definitions apply:


 


“Affiliate”
means any entity, that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common
control with, the Company.


 


“Award”
means an Incentive Stock Option, Non-Statutory Stock Option, Restricted Stock, Restricted Stock Unit, Stock Appreciation Right,
Unrestricted Stock, Performance Award, Dividend Equivalents, Cash Award, and any combination of the foregoing.


 


“Award Agreement”
means a written agreement between the Company and a Participant memorializing the terms and conditions of an Award granted pursuant
to the Plan.


 


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


 


“Cash Award” means
an Award denominated in cash that is granted under Section 11 of the Plan.


 




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“Cause”
means, with respect to a Participant’s Termination of Relationship: (i) if such Participant is at the time of termination
a party to a written employment or similar agreement with the Company or any of its Subsidiaries or Affiliates, which defines such
term, the meaning given in such employment or similar agreement; (ii) otherwise if such Participant is at the time of termination
a party to an Award Agreement, which was entered into under this Plan and defines such term, the meaning given in such Award Agreement;
and (iii) in all other cases, a Termination of Relationship by the Company or any of its Subsidiaries or Affiliates based on such
Participant’s (A) commission of a felony or a crime of moral turpitude (under the laws of the United States or any relevant
state, or a similar crime or offense under the applicable laws of any relevant foreign jurisdiction); (B) commission of a willful
and material act of dishonesty involving the Company or any of its Subsidiaries or Affiliates; (C) material non-curable breach
of the Participant’s obligations hereunder or any other agreement entered into between the Participant and the Company or
any of its Subsidiaries or Affiliates; (D) breach of the Company’s policies or procedures (or the policies or procedures
of any of its Subsidiaries or Affiliates that are applicable to the Participant) that causes material harm to the Company or any
of its Subsidiaries or Affiliates or any of their business reputations; (E) willful misconduct or gross negligence which causes
material harm to the or any of its Subsidiaries or Affiliates or any of their business reputations; (F) violation of a fiduciary
duty of loyalty to the Company or any of its Subsidiaries or Affiliates that causes material harm to the Company or any of its
Subsidiaries or Affiliates; (G) knowing attempt to obstruct or knowing failure to cooperate with any investigation authorized by
the Company or any of its Subsidiaries or Affiliates or any governmental or self-regulatory entity relating to the Company or any
of its Subsidiaries or Affiliates; (H) disqualification or bar by any governmental or self-regulatory authority or the Participant’s
loss of any governmental or self-regulatory license that is reasonably necessary for the Participant to perform his / her duties
to the Company or any of its Subsidiaries or Affiliates; (I) termination as a result of any directive has been made by any governmental
or self-regulatory authority to terminate the Participant; or (J) failure to cure a material breach of his or her obligations under
this Plan, an Award Agreement or any other agreement entered into between the Participant and the Company or any of its Subsidiaries
or Affiliates within 30 days after written notice of such breach. The Committee, in its absolute discretion, shall determine the
effect of all matters and questions relating to whether a Participant has been discharged for Cause.


 


“Change in Control”
means, except to the extent otherwise provided in an Award Agreement, the first to occur of the following events after the Grant
Date: (i) the sale, transfer or other disposition of all or substantially all of the assets of the Company to one or more persons
or entities that are not, immediately prior to such sale, transfer or other disposition, an Affiliate; (ii) any “person”
or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) becomes the beneficial owner, directly
or indirectly, of more than 50% or more of the voting power of the Stock of the Company (other than the Company, any Subsidiary,
any Affiliate; any employee benefit plan sponsored or maintained by the Company (or its Subsidiaries or Affiliates); The Blackstone
Group L.P., Blackstone Tactical Opportunities Fund II L.P., any affiliated investment funds or any of their respective affiliates);
(iii) the merger or consolidation of the Company, as a result of which persons who were stockholders of the Company immediately
prior to such merger or consolidation, do not, immediately thereafter, own, directly or indirectly, a majority of the combined
voting power entitled to vote generally in the election of directors of the merged or consolidated company; (iv) the liquidation
or dissolution of the Company other than a liquidation or dissolution for the purposes of effecting a corporate restructuring or
reorganization as a result of which persons who were stockholders of the Company immediately prior to such liquidation or dissolution
continue to own immediately thereafter, directly or indirectly, a majority of the combined voting power entitled to vote generally
in the election of directors of the entity that owns, directly or indirectly, substantially all of the assets of the Company following
such transaction; or (v) a majority of the members of the Board are replaced during any twelve-month period by directors whose
appointment or election is not endorsed by a majority of the Board before the date of such appointment or election.


 


“Code”
means the Internal Revenue Code of 1986, as amended, and any regulations issued thereunder.  


 




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“Committee”
means the Compensation Committee of the Board or such other committee or sub-committee of the Board as may be appointed pursuant
to Section 3 of the Plan to administer the Plan.


 


“Committee Delegate”
means the Chief Executive Officer or other senior officer or employee of the Company to whom duties and powers of the Board or
Committee hereunder have been delegated pursuant to Section 3(b).


 


“Covered Employee”
has the same meaning as set forth in Section 162(m)(3) of the Code, as interpreted by IRS Notice 2007-49.


 


“Disabled”
or “Disability” means, unless an Award Agreement provides otherwise, as to any Participant who is party to an employment
or similar agreement with the Company or any of its Subsidiaries or Affiliates, “disability” as defined therein. In
the absence of such an employment or similar agreement, “Disability” shall mean a long-term disability as defined the
Company’s long-term disability policy or program in which the Participant participates, or if none, “Disability”
shall mean that the Participant is unable to perform substantially his or her required duties with the Company or any of its Subsidiaries
or Affiliates for a period of four (4) consecutive months or for any aggregate period of six (6) months in any twelve (12) month
period, all of which is as determined by the Committee in its sole discretion. Notwithstanding the foregoing, with respect to an
Incentive Stock Option, “Disability” means a Participant’s
disability within the meaning of Section 22(e)(3) of the Code.


 


“Dividend Equivalent”
means an award of rights in respect of dividend payments made with respect to Stock, as set forth in Sections 7(c) or 9(c).


 


“Exchange Act”
means the U.S. Securities Exchange Act of 1934, as amended, and any rules or regulations promulgated thereunder.


 


“Fair Market Value”
of the Stock for any purpose on a particular date means the closing price per share of the Stock on such date as reported by such
registered national securities exchange on which the Stock is listed, or, if the Stock is not listed on such an exchange, as quoted
on Nasdaq; provided, that, if there is no trading on such date, Fair Market Value shall be deemed to be the closing price per share
on the last preceding date on which the Stock was traded. If the Stock is not listed on any registered national securities exchange
or quoted on an established securities market, the Fair Market Value of the Stock shall be determined in good faith by the Committee
by the reasonable application of a reasonable valuation method consistent with Treas. Reg. § 1.409A-1(b)(5)(iv)(B). 


 


“Grant Date”
means the date on which the Committee formally acts to grant an Award to a Participant or such other later date as the Committee
shall so designate at the time of taking such formal action, provided that such Grant Date will not be earlier than the date of
such Committee action.


 


“Incentive Stock
Options” means an option to acquire shares of Stock that meets the requirements of Section 422 of the Code.


 




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“Eligible Director”
means a person who is (i) a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act; and (ii)
an “independent director” under the rules of the Nasdaq or any other securities exchange or inter-dealer quotation
system on which the Stock is listed or quoted, or a person meeting any similar requirement under any successor rule or regulation.
 


 


“Non-Statutory
Stock Options” means an option to acquire shares of Stock that does not meet the requirements of Section 422 of the Code.


 


“Option”
means either an Incentive Stock Option or a Non-Statutory Stock Option.


 


“Outside Director”
means a director who is an "outside director" within the meaning of Section 162(m) of the Code and Treasury Regulations
Section 1.162-27(e)(3) or any successor to such statute and regulation.


 


“Participant”
means any member of the Board, consultant, officer or employee of the Company or any Subsidiary or Affiliate, who is granted an
Award under the Plan.


 


“Performance Award”
means an Award under Section 10 hereof


 


“Performance Measure”
means one or more of the following objective performance criteria, or such other objective operating objectives, selected by the
Committee and set forth in an Award Agreement, to measure performance of the Company or any Subsidiary or Affiliate or other business
division, operating unit, operating segment, reporting segment or individual measures of such entity for a Performance Period,
whether in absolute or relative terms:


 


(1) Earnings per share,
economic value created, market share (actual or targeted growth), net income (before or after taxes), operating income (before
or after taxes), earnings before interest, taxes, depreciation and amortization (EBITDA), earnings before interest, taxes, depreciation,
amortization and restructuring costs (EBITDAR), adjusted net income after capital charge, return on assets (actual or targeted
growth), return on capital (actual or targeted growth), return on equity (actual or targeted growth), return on investment (actual
or targeted growth), revenue (actual or targeted growth), cash flow, operating margin (before or after taxes) (including pre-tax
title margin), profit measures (e.g., gross profit, net profit, operating profit, investment profit and/or underwriting profit),
investment income generated by underwriting or other operations or on the float from such operations, equity, or revenue, working
capital targets or improvements, share price, share price growth, total stockholder return, book value growth, and strategic business
criteria consisting of one or more objectives based on meeting specified market penetration goals, productivity measures, geographic
business expansion goals, capital expenditures, cost targets, customer satisfaction or employee satisfaction goals, goals relating
to merger synergies, management of employment practices and employee benefits, or supervision of litigation and information technology,
and goals relating to acquisitions or divestitures of Subsidiaries and/or other affiliates or joint ventures.


 


(2) Any one or more of
the aforementioned performance criteria may be used on an absolute or relative basis to measure the performance of the Company
and/or an Affiliate as a whole or any division, business unit or operational unit of the Company and/or an Affiliate or any combination
thereof, as the Committee may deem appropriate. The Committee also has the authority to provide for accelerated vesting of any
Award based on the achievement of Performance Measures pursuant to the performance criteria specified in this paragraph.


 




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(3) The Committee is authorized
to adjust the Performance Measure, on an objective basis, (but only, if desired, to the extent the exercise of such authority after
such period would not cause the Performance Awards granted to any Participant for the Performance Period to fail to qualify as
"performance-based compensation" under Section 162(m) of the Code) based on the following events: asset write-downs,
litigation or claim judgments or settlements, gain or loss on the disposal of a business segment, unusual and/or infrequently occurring
events and transactions and the effects of changes in accounting principles or other laws or regulatory rules affecting the Performance
Measures.


 


“Performance Period”
means a period set forth in an Award Agreement of not less than one fiscal quarter over which the achievement of targets for Performance
Measures is determined.


 


“Performance Shares”
mean Restricted Stock Units that are designated as Performance Awards pursuant to Section 10 of the Plan.


 


“Repricing”
means any of the following or other action that has the same effect: (i) lowering the exercise price of an Option after it is granted,
(ii) any other action that is treated as a repricing under generally accepted accounting principles, or (iii) canceling an Option
at a time when its exercise price exceeds the Fair Market Value of the underlying Stock in exchange for another Award, or other
equity of the Company, unless the cancellation and exchange occurs in connection with a merger, acquisition, spin-off, or similar
corporate transaction or prior shareholder approval has been provided.


 


“Restricted Stock”
and “Restricted Stock Units” means Awards under Section 7.


 


“Rule 16b-3”
means Rule 16b-3 as in effect under the Exchange Act on the effective date of the Plan, or any successor provision prescribing
conditions necessary to exempt the issuance of securities under the Plan (and further transactions in such securities) from Section
16(b) of the Exchange Act.


 


“Securities Act”
means the U.S. Securities Act of 1933, as amended and any rules or regulations promulgated thereunder.


 


“Separation from
Service” means separation from service (within the meaning of Section 409A(a)(2)(A)(i) of the Code).


 


“Stock”
means ordinary shares, of the Company, par value $.0001 per share.


 


“Stock Appreciation
Rights” or “SARs” means Awards under Section 8.


 


“Subsidiary”
and “Subsidiaries” means, with respect to the Company, only a company or companies, whether now or hereafter
existing, within the meaning of the definition of “subsidiary company” provided in Section 424(f) of the Code, or any
successor thereto of similar import.


 




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“Termination of
Relationship” means, with respect to a Participant, the termination of the Participant’s services as an employee
or director of, or consultant to, the Company, its Subsidiaries or its Affiliates for any reason, including as a result of the
Subsidiary or Affiliate to which the Participant provides services no longer being a Subsidiary or Affiliate of the Company because
of a sale, divestiture or other disposition of such Subsidiary or Affiliate.


 


“Unrestricted
Stock” means Awards under Section 9.


 


		3.	Administration



 


(a)          Procedure.


 


(i)          The
Plan shall be administered by the Committee. The Committee shall have discretion regarding whether particular Awards shall be intended
to comply with the exemption requirements of Rule 16b-3 and/or Section 162(m) of the Code. If such exemption requirements are intended
to be satisfied with respect to particular Awards, the Committee shall designate a subcommittee, if necessary, comprised only of
Outside Directors and Eligible Directors, as applicable, to grant such Awards.


 


(ii)         The
Committee shall have at least two (2) members at all times. Except as specifically reserved to the Board under the terms of the
Plan, the Committee shall have full and final authority to operate, manage, interpret and administer the Plan on behalf of the
Company. Action by the Committee shall require the affirmative vote of a majority of all members thereof.


 


(b)          Secondary
Committees and Sub-Plans. The Board may, in its sole discretion, divide the duties and powers of the Committee by establishing
one or more secondary Committees to which certain duties and powers of the Committee hereunder are delegated (each of which shall
be regarded as a “Committee” under the Plan with respect to such duties and powers). Additionally, if permitted by
applicable law, the Board or Committee may delegate certain of the Committee’s duties and powers hereunder to the Chief Executive
Officer and/or to other senior officers or employee of the Company subject to such conditions and limitations as the Board or Committee
shall prescribe. The Committee shall also have the power to establish sub-plans (which may be included as appendices to the Plan
or the respective Award Agreements), which may constitute separate programs, for the purpose of establishing programs which meet
any special tax or regulatory requirements of jurisdictions other than the United States and its subdivisions. Any such interpretations,
rules, administration and sub-plans shall be consistent with the basic purposes of the Plan.


 


(c)          Powers
of the Committee. The Committee shall have all the powers vested in it by the terms of the Plan, such powers to include authority,
in its sole and absolute discretion, to grant Awards under the Plan, prescribe Award Agreements evidencing such Awards and establish
programs for granting Awards. The Committee shall have full power and authority to take all other actions necessary to carry out
the purpose and intent of the Plan, including, but not limited to, the authority to:


 


(i)          determine
the Participants to whom, and the time or times at which, Awards shall be granted,


 




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(ii)         determine
the types of Awards to be granted,


 


(iii)        determine
the number of shares of Stock to be covered by or used for reference purposes for each Award,


 


(iv)        impose
such terms, limitations, vesting schedules, restrictions and conditions upon any such Award as the Committee shall deem appropriate,
including without limitation establishing, in its discretion, Performance Measures that must be satisfied before an Award vests
and/or becomes payable, the term during which an Award is exercisable, the purchase price, if any, under an Award and the period,
if any, following a Termination of Relationship with the Company or any Subsidiary or Affiliate during which the Award shall remain
exercisable,


 


(v)         subject
to the provisions of Section 409A of the Code, modify, extend or renew outstanding Awards, accept the surrender of outstanding
Awards and substitute new Awards, provided that no such action shall be taken with respect to any outstanding Award that would
materially, adversely affect the Participant without the Participant’s consent, or constitute a Repricing of an Option without
the approval of the holders of the Company’s voting securities,


 


(vi)        subject
to the provisions of Section 409A of the Code, accelerate the time in which an Award may be exercised or in which an Award becomes
payable and waive or accelerate the lapse, in whole or in part, of any restriction or condition with respect to an Award, and


 


(vii)       establish
objectives and conditions, including targets for Performance Measures, if any, for earning Awards and determining whether Awards
will be paid after the end of a Performance Period.


 


The Committee shall have
full power and authority to administer and interpret the Plan and to adopt such rules, regulations, agreements, guidelines and
instruments for the administration of the Plan as the Committee deems necessary, desirable or appropriate in accordance with the
Bylaws of the Company.


 


(d)          Limited
Liability. To the maximum extent permitted by law, no member of the Board or Committee or a Committee Delegate shall be liable
for any action taken or decision made in good faith relating to the Plan or any Award thereunder.


 


(e)          Indemnification.
The members of the Board and Committee and any Committee Delegate shall be indemnified by the Company in respect of all their activities
under the Plan in accordance with the procedures and terms and conditions set forth in the certificate of incorporation and bylaws
of the Company as in effect from time to time. The foregoing right of indemnification shall not be exclusive of any other rights
of indemnification to which such persons may be entitled under the Company’s certificate of incorporation and bylaws, as
a matter of law, or otherwise.


 


(f)          Effect
of Committee’s Decision. All actions taken and decisions and determinations made by the Committee or a Committee Delegate
on all matters relating to the Plan pursuant to the powers vested in it hereunder shall be in the Committee’s or Committee
Delegate’s sole and absolute discretion and shall be conclusive and binding on all parties concerned, including the Company,
its stockholders, any Participants in the Plan and any other employee of the Company, and their respective successors in interest.


 




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		4.	Stock Available Under the Plan; Maximum Awards



 


(a)          Stock
Available Under the Plan.


 


(i)          Subject
to adjustments as provided in Section 14 of the Plan, the aggregate number of shares of Stock with respect to which Awards
may be issued under the Plan shall not exceed seven and one-half percent (7.5%) of the Company’s outstanding shares of Stock
immediately prior to the time the stockholders of the Company approve this Plan. For the avoidance of doubt, to the extent that
shares subject to an outstanding Award granted under the Plan are not issued or delivered by reason of (i) the expiration, termination,
cancellation or forfeiture of such Award or (ii) the settlement of such Award in cash, then except to the extent prohibited by
law or applicable listing or regulatory requirements, such shares shall again be available for Awards under the Plan, other than
for grants of Incentive Stock Options. Notwithstanding anything in this Section 4(a)(i) to the contrary, shares subject
to an Award may not be made available for issuance under this Plan if such shares are: (i) shares used to pay the exercise price
of an Option, (ii) shares delivered to or withheld by the Company to pay withholding taxes related to an Award under the Plan or
(iii) shares repurchased on the open market with the proceeds of an Option exercise.


 


(ii)         Shares
to be delivered under this Plan shall be made available from authorized and unissued shares, authorized and issued shares reacquired
and held as treasury shares or otherwise, shares of Stock purchased on the open market or a combination thereof.


 


(b)          Maximum
Awards to Participants. Subject to adjustment as provided in Section 14, the following Award limitations shall apply
with respect to each Participant: (a) the maximum number of shares of Stock with respect to which Options or SARs may be granted
during any fiscal year of the Company to any Participant shall be equal to one and one-half percent (1.5%) of the Company’s
outstanding shares of Stock immediately prior to the time the stockholders of the Company approve this Plan, (b) the maximum number
of shares of Stock with respect to which Awards intended to qualify as Performance Awards and denominated in shares of Stock that
may be granted (counted at target amount granted) during any fiscal year of the Company to any Participant shall be equal to one
and one-half percent (1.5%) of the Company’s outstanding shares of Stock immediately prior to the time the stockholders of
the Company approve this Plan, and (c) the maximum amount payable to a Participant under any Cash Award intended to qualify as
a Performance Award granted for any Performance Period shall not exceed $2,000,000.


 


(c)          Maximum
Awards to Non-Employee Directors. The aggregate grant date fair value of shares of Stock that may be granted during any fiscal
year of the Company to any non-employee director, together with any cash fees paid (under the Plan or otherwise) to such non-employee
director shall not exceed a total value of $500,000.


 




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		5.	Participation



 


Participation in the Plan
shall be open to all officers, employees, directors and consultants of the Company, or of any Subsidiary or Affiliate of the Company,
as may be selected by the Committee from time to time. Notwithstanding the foregoing, participation in the Plan with respect to
Awards of Incentive Stock Options shall be limited to employees of the Company or of any Subsidiary of the Company.


 


Awards may be granted to
such Participants and for or with respect to such number of shares of Stock as the Committee shall determine, subject to the limitations
in Section 4 of the Plan. A grant of any type of Award made in any one year to a Participant shall neither guarantee nor
preclude a further grant of that or any other type of Award to such person in that year or subsequent years.


 


		6.	Stock Options



 


Subject to the other applicable
provisions of the Plan, the Committee may from time to time grant to Participants Awards of Non-Statutory Stock Options and/or
Incentive Stock Options. The Options granted under the Plan shall be subject to the following terms and conditions.


 


 


(a)          Grant
of Option. The grant of an Option shall be evidenced by an Award Agreement, executed by the Company and the Participant, stating
the number of shares of Stock subject to the Option evidenced thereby, the exercise price and the terms and conditions of such
Option, in such form as the Committee may from time to time determine.


 


(b)          Exercise
Price. The price per share payable upon the exercise of each Option shall be determined by the Committee but shall be no less
than one hundred percent (100%) of the Fair Market Value of the Stock on the Grant Date.


 


(c)          Payment.
Options may be exercised in whole or in part by payment of the exercise price of the Stock to be acquired in accordance with the
provisions of the Award Agreement, and/or such rules and regulations as the Committee may have prescribed, and/or such determinations,
orders, or decisions as the Committee may have made.


 


Payment may be made in
cash (or cash equivalents acceptable to the Committee) or, if provided in the Award Agreement and permitted by applicable law,
in shares of Stock which have been held by Participant or which would otherwise be issuable to Participant on exercise, or a combination
of cash and such Stock, or by such other means as the Committee may prescribe. The Fair Market Value of Stock delivered on exercise
of Options shall be determined as of the date of exercise.


 


The Committee, subject
to such limitations as it may determine, may authorize payment of the exercise price, in whole or in part, by delivery of a properly
executed exercise notice, together with irrevocable instructions, to: (i) a brokerage firm to deliver promptly to the Company the
aggregate amount of sale or loan proceeds to pay the exercise price and any withholding tax obligations that may arise in connection
with the exercise, and (ii) the Company to deliver the certificates for such purchased Stock directly to such brokerage firm.


 




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(d)          Term
of Options. The term during which each Option may be exercised shall be determined by the Committee; provided, however, that
in no event shall an Option be exercisable more than ten (10) years from the date it is granted. Prior to the exercise of the Option
and delivery of the Stock certificates represented thereby, the Participant shall have none of the rights of a stockholder with
respect to any Stock represented by an outstanding stock option.


 


(e)          Restrictions
on Incentive Stock Options. Incentive Stock Option Awards granted under the Plan shall comply in all respects with Section
422 of the Code and, as such, shall meet the following additional requirements:


 


(i)          Grant
Date. An Incentive Stock Option must be granted within ten (10) years of the earlier of the Plan’s adoption by the Board
or approval by the Company’s stockholders.


 


(ii)         Exercise
Price and Term. The exercise price of an Incentive Stock Option shall not be less than one hundred percent (100%) of the Fair
Market Value of the Stock on the date the Incentive Stock Option is granted and the term of the Incentive Stock Option shall not
exceed ten (10) years. Also, the exercise price of any Incentive Stock Option granted to a Participant who owns (within the meaning
of Section 422(b)(6) of the Code, after the application of the attribution rules in Section 424(d) of the Code) more than ten percent
(10%) of the total combined voting power of all classes of shares of Stock of the Company or any Subsidiary of the Company shall
be not less than one hundred ten percent (110%) of the Fair Market Value of the Stock on the grant date and the term of such Incentive
Stock Option shall not exceed five (5) years.


 


(iii)        Maximum
Grant. The aggregate Fair Market Value (determined as of the Grant Date) of Stock of the Company with respect to which all
Incentive Stock Options first become exercisable by any Participant in any calendar year under this or any other plan of the Company
and any Subsidiaries may not exceed One Hundred Thousand Dollars ($100,000) or such other amount as may be permitted from time
to time under Section 422 of the Code. To the extent that such aggregate Fair Market Value shall exceed One Hundred Thousand Dollars
($100,000), or other applicable amount, such portion of the Incentive Stock Option shall be treated as a Non-Statutory Stock Option.
In such case, the Company may designate the shares of Stock that are to be treated as Stock acquired pursuant to the exercise of
an Incentive Stock Option.


 


(iv)        Participant.
Incentive Stock Options shall only be issued to employees of the Company or of a Subsidiary of the Company.


 


(v)         Designation.
No stock option shall be an Incentive Stock Option unless so designated by the Committee at the time of grant or in the Award Agreement
evidencing such intent.


 


(vi)        Stockholder
Approval. No Option issued under the Plan shall be an Incentive Stock Option unless the Plan is approved by the stockholders
of the Company within twelve (12) months of its adoption by the Board in accordance with the Bylaws of the Company and governing
law relating to such matters.


 




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(f)          Other
Terms and Conditions. Award Agreements for any Option may contain such other provisions, not inconsistent with the provisions
of the Plan, as the Committee shall determine appropriate from time to time.


 


		7.	Restricted Stock and Restricted Stock Units



 


(a)          In
General. Subject to the other applicable provisions of the Plan and applicable law, the Committee may at any time and from
time to time grant Restricted Stock or Restricted Stock Units to Participants, in such amounts and subject to such vesting conditions,
other restrictions and conditions for the lapse of restrictions as it determines. Unless determined otherwise by the Committee,
Participants receiving Restricted Stock or Restricted Stock Units are not required to pay the Company cash consideration to receive
the corresponding Stock (except as may be required for applicable tax withholding).


 


(b)          Vesting
Conditions and Other Restrictions. Each Award for Restricted Stock and Restricted Stock Units shall be evidenced by an Award
Agreement that specifies the applicable vesting conditions and other restrictions, if any, on such Award, the duration of such
restrictions, and the time or times at which such restrictions shall lapse with respect to all or a specified number of the shares
of Stock that are part of the Award.


 


(c)          Stock
Issuance and Stockholder Rights.


 


(i)          Restricted
Stock. Stock certificates with respect to Stock granted pursuant to a Restricted Stock Award shall be issued, and/or Stock
shall be registered, in the Participant’s name at the time of grant of the Restricted Stock Award, subject to forfeiture
if the Restricted Stock does not vest or other restrictions do not lapse. Any Stock certificates shall bear an appropriate legend
with respect to the restrictions applicable to such Restricted Stock Award and the Participant will be required to deposit the
certificates with the Company during the period of any restriction thereon and to execute a blank stock power or other instrument
of transfer therefor. Except as otherwise provided by the Committee, during the period of restriction following issuance of Restricted
Stock certificates, the Participant shall have all of the rights of a holder of Stock, including but not limited to the rights
to receive dividends (or amounts equivalent to dividends) and to vote with respect to the Restricted Stock. The Committee, in its
discretion, may provide in the Award Agreement that any dividends or distributions paid with respect to Stock subject to the unvested
portion of a Restricted Stock Award will be subject to the same restrictions as the Restricted Stock to which such dividends or
distributions relate.


 




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(ii)         Restricted
Stock Units. For the shares of Stock subject to a Restricted Stock Unit that the Committee elects to settle in stock, Stock
shall be registered in the Participant’s name upon vesting and lapse of any other restrictions with respect to the issuance
of Stock under such Award. The Participant will not be entitled to vote such Stock or to any of the other rights of stockholders
during the period prior to the registration of the Stock. An Award of Restricted Stock Units may provide the Participant with the
right to receive Dividend Equivalents while the Award is outstanding, and an Award may be settled in cash or Stock, all as determined
by the Committee and set forth in the Award Agreement. Unless otherwise determined by the Committee with respect to a particular
Award (and set forth in the Award Agreement), each outstanding Restricted Stock Unit that is entitled to receive Dividend Equivalents
while the Award is outstanding shall accrue such Dividend Equivalents, deferred as equivalent amounts of additional Restricted
Stock Units, and such amounts shall be paid only when and if the Restricted Stock Unit (on which such Dividend Equivalents were
accrued) vests and becomes payable. If the Committee determines to provide for the current payment of Dividend Equivalents with
respect to Stock subject to the Award, the terms and conditions of such payment shall be set forth in the Award Agreement and shall
be structured in compliance with Section 409A of the Code. To the extent that a Restricted Stock Unit does not vest or is otherwise
forfeited, any accrued and unpaid Dividend Equivalents shall be forfeited. Amounts payable or distributable (including Dividend
Equivalents that are payable with respect to such Restricted Stock Units) shall be made or distributed within thirty (30) days
after the Participant’s rights to such payments vest. In the event the Award provides for partial vesting over multiple years,
amounts payable or distributable with respect to the Award (including Dividend Equivalents that are payable with respect to such
Restricted Stock Units) shall be made or distributed within thirty (30) days after vesting occurs, except as otherwise provided
in an Award Agreement.


 


		8.	Stock Appreciation Rights



 


(a)          Award
of Stock Appreciation Rights. Subject to the other applicable provisions of the Plan, the Committee may at any time and from
time to time grant Stock Appreciation Rights (“SARs”) to Participants, either on a free-standing basis (without
regard to or in addition to the grant of an Option) or on a tandem basis (related to the grant of an underlying Option), as it
determines. SARs granted in tandem with or in addition to an Option may be granted at the same time as the stock option; provided,
however, that a tandem SAR shall not be granted with respect to any outstanding Incentive Stock Option Award without the consent
of the Participant. SARs shall be evidenced by Award Agreements, executed by the Company and the Participant, stating the number
of shares of Stock subject to the SAR evidenced thereby and the terms and conditions of such SAR, in such form as the Committee
may from time to time determine. The term during which each SAR may be exercised shall be determined by the Committee. In no event
shall a SAR be exercisable more than ten (10) years from the date it is granted. The Participant shall have none of the rights
of a stockholder with respect to any Stock represented by a SAR prior to exercise of the SAR.


 


(b)          Restrictions
of Tandem SARs. No Incentive Stock Option may be surrendered in connection with the exercise of a tandem SAR unless the Fair
Market Value of the Stock subject to the Incentive Stock Option is greater than the exercise price for such Incentive Stock Option.
SARs granted in tandem with Options shall be exercisable only to the same extent and subject to the same conditions as the Options
related thereto are exercisable. The Committee may, in its discretion, prescribe additional conditions to the exercise of any such
tandem SAR.


 


(c)          Amount
of Payment upon Exercise of SARs. A SAR shall entitle the Participant to receive, subject to the provisions of the Plan and
the Award Agreement, a payment having an aggregate value equal to the product of (i) the excess of (A) the Fair Market Value of
one share of Stock on the exercise date over (B) the base price per share of Stock specified in the Award Agreement, times (ii)
the number of shares of Stock specified by the SAR, or portion thereof, that is exercised. The base price per share specified in
the Award Agreement shall not be less than the Fair Market Value of a share of Stock on the Grant Date. In the case of exercise
of a tandem SAR, such payment shall be made in exchange for the surrender of the unexercised related Option (or any portion or
portions thereof which the Participant from time to time determines to surrender for this purpose).


 




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(d)          Form
of Payment upon Exercise of SARs. Payment by the Company of the amount receivable upon any exercise of a SAR shall be made
by the delivery of the number of whole shares of Stock determined by dividing the amount payable under the SAR by the Fair Market
Value of a share of Stock on the exercise date, or in cash. The amount equivalent in value to any fractional share will be paid
out currently in cash.


 


		9.	Unrestricted Stock and Dividend Equivalents



 


(a)          Grant
or Sale of Unrestricted Stock. Subject to the limitations contained in Section 4, the Committee in its discretion may
grant or sell to any Participant shares of Stock free of any restrictions under the Plan (“Unrestricted Stock”)
at a purchase price determined by the Committee. Shares of Unrestricted Stock may be granted or sold as described in the preceding
sentence in respect of past services or other valid consideration.


 


(b)          Restrictions
on Transfers. The right to receive Unrestricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered,
other than by will or the laws of descent and distribution.


 


(c)          Dividend
Equivalents. The Committee may, in its sole discretion, award dividend equivalents in connection with the grant of other types
of Awards hereunder, or as separate Awards hereunder, subject to the terms of the applicable Award Agreement.


 


		10.	Performance Awards



 


(a)          In
General. The Committee, in its discretion, may establish Performance Measures for selected Participants and authorize the granting,
vesting, payment and/or delivery of Performance Awards in the form of Options, Restricted Stock, Restricted Stock Units (which
shall be referred to as “Performance Shares” if granted under this Section 10), Stock Appreciation Rights, Unrestricted
Stock and/or Cash Awards to such Participants upon achievement of such targets for Performance Measures during a Performance Period.
The Committee, in its discretion, shall determine the Participants eligible for Performance Awards, the targets for Performance
Measures to be achieved during each Performance Period, and the type, amount, and terms and conditions of any Performance Awards.
Performance Awards may be granted either alone or in addition to other Awards made under the Plan. Notwithstanding any contrary
provision of the Plan, in the case of an Award intended to meet the performance-based compensation exception under Section 162(m)
of the Code, the Committee may not exercise discretion to increase the amount of the Award that will be paid or vested.


 




    	 	13	 



     


    

 


(b)          Covered
Employee Targets. In connection with any Performance Awards granted to a Covered Employee which are intended to meet the performance-based
compensation exception under Section 162(m) of the Code, the Committee shall (i) establish in the applicable Award Agreement the
specific targets relative to the Performance Measures which must be attained before the respective Performance Award is granted,
vests, or is otherwise paid or delivered, (ii) provide in the applicable Award Agreement the method for computing the portion of
the Performance Award which shall be granted, vested, paid and/or delivered if the target or targets are attained in full or part,
and (iii) at the end of the relevant Performance Period and prior to any such grant vesting or being paid or delivered certify
the extent to which the applicable target or targets were achieved and whether any other material terms were in fact satisfied.
The specific targets and the method for computing the portion of such Performance Award which shall be granted, vested, paid or
delivered to any Covered Employee shall be established by the Committee prior to the earlier to occur of (A) ninety (90) days after
the commencement of the Performance Period to which the Performance Measure applies and (B) the lapse of twenty-five percent (25%)
of the Performance Period and in any event while the outcome is substantially uncertain. In interpreting Plan provisions applicable
to Performance Measures and Performance Awards which are intended to meet the performance-based compensation exception under Section
162(m) of the Code, it is the intent of the Plan to conform with the standards of Section 162(m) of the Code and Treasury Regulations
Section 1.162-27(e)(2), and the Committee in interpreting the Plan shall be guided by such provisions. In the event that applicable
tax and/or securities laws change to permit the Committee discretion to alter the Performance Measures without obtaining shareholder
approval of such changes, the Committee shall have sole discretion to make such changes without obtaining shareholder approval.


 


(c)          Nonexclusive
Provision. Notwithstanding this Section 10, the Committee may authorize the granting, vesting, payment and/or delivery
of Performance Awards based on performance measures other than the Performance Measures and performance periods other than the
Performance Periods to employees who are not Covered Employees or to Covered Employees to the extent such Awards are not intended
to meet the performance-based compensation exception under Section 162(m) of the Code and in such case waive the deadlines for
establishing performance measures under Subsection (b) above. Moreover, to the extent applicable, an Award may be structured to
comply with the transitional relief described in Section 1.162-27(f)(4) of the Treasury Regulations, to the extent such relief
as available.


 


		11.	Cash Awards



 


Subject to the other applicable
provisions of the Plan and applicable law, the Committee may at any time and from time to time grant Cash Awards to Participants,
in such amounts and subject to such vesting conditions, other restrictions and conditions for the lapse of restrictions as it determines.
Each Cash Award shall be evidenced by an Award Agreement that specifies the applicable vesting conditions and other restrictions,
if any, on such Award, payment terms, the duration of such restrictions, and the time or times at which such restrictions shall
lapse. Unless otherwise determined by the Committee and set forth in an Award Agreement, all earned and vested Cash Awards shall
be paid in the year following the end of the Performance Period, provided that payment is no later than March 15th of
such year.


 


		12.	Tax Withholding



 


(a)          Withholding
by the Company; Payment by Participant. The Company and its Subsidiaries and Affiliates shall, to the extent permitted by law,
have the right to deduct any Federal, state or local taxes of any kind required by law to be withheld from any payment of any kind
due to the Participant under the Plan or with respect to any compensation owed by the Company or any of its Subsidiaries to Affiliates
to the Participant. Each Participant shall, no later than the date as of which the value of an Award or of any Stock or other amounts
received thereunder first becomes includable in the gross income of the Participant for Federal income tax purposes, pay to the
Company, or make arrangements satisfactory to the Committee regarding payment of any Federal, state or local taxes of any kind
required by law to be withheld with respect to such income.


 




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(b)          Payment
in Shares. A Participant may elect, with the consent of the Committee, to have such tax withholding obligation satisfied, in
whole or in part, by (i) authorizing the Company to withhold from shares of Stock to be issued pursuant to an Award a number of
shares with an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy up to the maximum withholding
amount due with respect to such Award, (ii) transferring to the Company shares of Stock that have been purchased by the Participant
on the open market or have been beneficially owned by the Participant and are not then subject to restrictions under any Company
plan and with an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the withholding amount
due, or (iii) any combination thereof subject to compliance with any applicable securities laws. The Award Agreement may also provide
that all tax withholding obligations will be satisfied, in whole or in part, by the Company withholding from shares of Stock to
be issued pursuant to an Award that number of shares having an aggregate Fair Market Value (as of the date the withholding is effected)
required to satisfy up to the maximum withholding amounts due with respect to such Award.


 


(c)          Notice
of Disqualifying Disposition. Each holder of an Incentive Stock Option shall agree to notify the Company in writing immediately
after making a disqualifying disposition (as defined in Section 421(b) of the Code) of any Stock purchased upon exercise of an
Incentive Stock Option.


 


		13.	Transferability



 


No Option, SAR or unvested
Award granted under the Plan shall be transferable by a Participant otherwise than by will or the laws of descent and distribution.
Unless otherwise determined by the Committee in accordance with the provisions of the immediately preceding sentence, an Option
or SAR may be exercised during the lifetime of the Participant only by the Participant or, during the period the Participant is
under a legal disability, by the Participant’s guardian or legal representative. Notwithstanding the foregoing, with the
Committee’s permission expressed in the Award Agreement or otherwise, any Award may, in the Committee’s sole discretion,
be transferable by gift or domestic relations order to (i) the Participant’s child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, daughter-in-law, son-in-law, brother-in-law
or sister-in-law, including adoptive relationships (such persons, “Family Members”), (ii) a corporation, partnership,
limited liability company or other business entity whose only stockholders, partners or members, as applicable are the Participant
and/or Family Members, or (iii) a trust in which the Participant and/or Family Members have all of the beneficial interests, and
subsequent to any such transfer any Award may be exercised by any such transferee. Notwithstanding any of the preceding in this
Section 13, under no circumstances will a Participant be permitted to transfer an Option to a third-party financial institution
without prior stockholder approval.


 




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		14.	Adjustments; Business Combinations



 


(a)          Adjustments.
In the event of a reclassification, recapitalization, stock split, reverse stock split, stock dividend, combination of shares or
other similar event, the maximum number and kind of shares reserved for issuance or with respect to which Awards may be granted
under the Plan as provided in Section 4 shall be adjusted to reflect such event, and the Committee shall make such adjustments
as it deems appropriate and equitable in the number, kind and price of shares covered by outstanding Awards made under the Plan,
and in any other matters that relate to Awards and that are affected by the changes in the shares referred to above.


 


(b)          Change
in Control. In the event of any proposed Change in Control, the Committee shall take such action as it deems appropriate and
equitable to effectuate the purposes of this Plan and to protect the Participants, which action may include, without limitation,
any one or more of the following to the extent permitted by Section 409A of the Code: (i) acceleration of vesting; (ii) acceleration
or change of the exercise and/or expiration dates of any Award to require that settlement be made, if at all, prior to the Change
in Control; (iii) cancellation of any Award upon payment to the holder in cash of the Fair Market Value of the Stock subject to
such Award as of the date of (and, to the extent applicable, as established for purposes of) the Change in Control, less the aggregate
exercise price, if any, of the Award; and (iv) in any case where equity securities of another entity are proposed to be delivered
in exchange for or with respect to Stock of the Company, arrangements to have such other entity replace the Awards granted hereunder
with awards with respect to such other securities, with appropriate adjustments in the number of shares subject to, and the exercise
prices under, the Award. In the case of any Option or Stock Appreciation Right with an exercise price or base price that equals
or exceeds the price to paid for a share of Stock in connection with the Change in Control, the Committee may cancel the Option
or Stock Appreciation Right without the payment of consideration therefor.


 


(c)          Dissolution
and Liquidation. In the event the Company dissolves and liquidates (other than pursuant to a plan of merger or reorganization),
then, to the extent permitted under Section 409A of the Code, each Participant shall have the right to exercise his or her vested,
outstanding Options and Stock Appreciation Rights and to require payment in cash or registration in Participant’s name of
the Stock (as elected by the Committee), under any vested, outstanding Restricted Stock Unit Awards, at any time up to the effective
date of such liquidation and dissolution, upon which date all Awards under the Plan shall terminate.


 


(d)          Other
Adjustments. The Committee is authorized to make adjustments in the terms and conditions of, and the criteria included in,
Awards in recognition of unusual or nonrecurring events (including, without limitation, the events described in the preceding paragraphs
of this Section 14) affecting the Company, or the financial statements of the Company or any Subsidiary or Affiliate, or
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.


 




    	 	16	 



     


    

 


Except as hereinbefore
expressly provided, issuance by the Company of stock of any class or securities convertible into stock of any class, for cash,
property, labor or services, upon direct sale, upon the exercise of rights or warranty to subscribe therefor, or upon conversion
of stock or obligations of the Company convertible into such stock or other securities, and in any case whether or not for fair
value, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of shares of Stock subject
to Awards theretofore granted or the purchase price per share of Stock subject to Awards.


 


		15.	Termination and Amendment



 


(a)          Amendment
or Termination by the Board. The Board, without further approval of the stockholders, may amend or terminate the Plan or any
portion thereof at any time, except that no amendment shall become effective without prior approval of the stockholders of the
Company to increase the number of shares of Stock subject to the Plan or if stockholder approval is required under the terms of
the Plan or is necessary to comply with any tax or regulatory requirement or rule of any exchange or national automated quotation
system upon which the Stock is listed or quoted (including for this purpose stockholder approval that is required for continued
compliance with Rule 16b-3) or stockholder approval that is required to enable the Committee to grant Incentive Stock Options pursuant
to the Plan.


 


(b)          Amendments
by the Committee. The Committee shall be authorized to make minor or administrative amendments to the Plan as well as amendments
to the Plan that may be dictated by requirements of U.S. federal or state laws applicable to the Company or that may be authorized
or made desirable by such laws. The Committee may amend any outstanding Award in any manner as provided in Section 3(c)
and to the extent that the Committee would have had the authority to make such Award as so amended.


 


(c)          Approval
of Participants. No amendment to the Plan or any Award may be made that would materially adversely affect any outstanding Award
previously made under the Plan without the written approval of the Participant.


 


		16.	Non-Guarantee of Employment



 


Nothing in the Plan or
in any Award Agreement thereunder shall confer any right on an employee to continue in the employ of the Company or any Subsidiary
or Affiliate or shall interfere in any way with the right of the Company or any Subsidiary or Affiliate to terminate an employee
at any time.


 


		17.	Termination of Relationship



 


For purposes of maintaining
a Participant’s continuous status as an employee and accrual of rights under any Award, transfer of an employee among the
Company and the Company’s Subsidiaries or Affiliates shall not be considered a Termination of Relationship. Nor shall it
be considered a Termination of Relationship for such purposes if an employee is placed on military or sick leave or such other
leave of absence that is considered as continuing intact the employment relationship; in such a case, the employment relationship
shall be continued until the date when an employee’s right to reemployment shall no longer be guaranteed either by law or
contract. In the case of non-employee directors or consultants, references in this Plan or an Award to “termination of employment”
or other similar terms shall be deemed to refer to a cessation of the service provider relationship.


 




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		18.	Written Agreement



 


Each Award Agreement entered
into between the Company and a Participant with respect to an Award granted under the Plan shall incorporate the terms of this
Plan and shall contain such provisions, consistent with the provisions of the Plan, as may be established by the Committee.


 


		19.	Non-Uniform Determinations



 


The Committee’s determinations
under the Plan (including without limitation determinations of the persons to receive Awards, the form, amount and time of such
Awards, the terms and provisions of such Awards and the agreements evidencing same) need not be uniform and may be made by it selectively
among persons who receive, or are eligible to receive, Awards under the Plan, whether or not such persons are similarly situated.


 


		20.	Limitation on Benefits



 


With respect to persons
subject to Section 16 of the Exchange Act, transactions under this Plan are intended to comply with all applicable conditions of
Rule 16b-3. To the extent any provision of the Plan or action by the Committee fails to so comply, it shall be deemed null and
void, to the extent permitted by law and deemed advisable by the Committee.


 


		21.	Compliance with Securities and Other Laws



 


Any Stock certificates
for shares issued pursuant to this Plan may bear a legend restricting transferability of the Stock unless such shares are registered
or an exemption from registration is available under the Securities Act and applicable securities laws of the states of the U.S.
The Company may notify its transfer agent to stop any transfer of Stock not made in compliance with these restrictions. Stock shall
not be issued with respect to an Award granted under the Plan unless the exercise of such Award and the issuance and delivery of
Stock certificates for such shares pursuant thereto shall comply with all relevant provisions of law, including, without limitation,
the Securities Act, the Exchange Act, the rules and regulations promulgated thereunder and the requirements of any national securities
exchange or Nasdaq System upon which the Stock may then be listed or quoted, and shall be further subject to the approval of counsel
for the Company with respect to such compliance to the extent such approval is sought by the Committee.


 




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		22.	Clawbacks; Forfeitures



 


Notwithstanding any other
provisions in this Plan, any Award which is subject to recovery under any company policy or arrangement, law, government regulation
or stock exchange listing requirement, will be subject to cancellation, deductions, forfeitures and clawbacks as may be required
to be made pursuant to such policy or arrangement, law, government regulation or stock exchange listing requirement (including
on a retroactive basis). The Committee may also provide in an Award Agreement that if the Participant receives any amount in excess
of what the Participant should have received under the terms of the Award for any reason (including without limitation by reason
of a financial restatement, mistake in calculations or other administrative error), all as determined by the Committee in its sole
discretion, then the Participant shall be required to promptly repay any such excess amount to the Company.


 


		23.	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 a fiduciary relationship between the Company
and a Participant or any other person. With respect to any transfer or payment not yet made to a Participant pursuant to an Award,
the obligation of the Company shall be interpreted solely as an unfunded contractual obligation to make such transfer or payment
in the manner and under the conditions prescribed under the written instrument evidencing the Award. Any shares of Stock or other
assets set aside with respect to an Award shall be subject to the claims of the Company’s general creditors, and no person
other than the Company shall, by virtue of an Award, have any interest in such shares or assets. In its sole discretion, the Committee
may authorize the creation of trusts or other arrangements to meet the Company’s obligations to deliver Stock or make payments
with respect to Awards hereunder, provided that the existence of such trusts or other arrangements is consistent with the provisions
of this Section 23. In no event shall any assets set aside (directly or indirectly) with respect to an Award be located
or transferred outside the United States.


 


		24.	No Limit on Other Compensation Arrangements



 


Nothing contained in the
Plan shall prevent the Company or any Subsidiary or Affiliate from adopting or continuing in effect other compensation arrangements
(whether such arrangements be generally applicable or applicable only in specific cases), including without limitation the granting
of Incentive Stock Options, Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Dividend Equivalents,
Unrestricted Stock Units or Cash Awards otherwise than under the Plan.


 


		25.	No Restriction of Corporate Action



 


Nothing contained in the
Plan shall be construed to limit or impair the power of the Company or any Subsidiary or Affiliate to make adjustments, reclassifications,
reorganizations, or changes in its capital or business structure, or to merge or consolidate, liquidate, sell or transfer all or
any part of its business or assets or, except as otherwise provided herein, or in an Award Agreement, to take other actions which
it deems to be necessary or appropriate. No employee, beneficiary or other person shall have any claim against the Company or any
Subsidiary or Affiliate as a result of such action.


 




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		26.	Construction; Governing Law



 


The Plan is generally intended
to constitute an equity compensation plan that does not provide for the deferral of compensation subject to Section 409A of the
Code and, if any provision of the Plan is subject to more than one interpretation or construction, such ambiguity shall be resolved
in favor of that interpretation or construction which is consistent with the Plan not being subject to the provisions of Section
409A. To the extent any Awards under the Plan are subject to Section 409A, then no amount of “deferred compensation”
(within the meaning of Section 409A of the Code) shall be paid earlier than the earliest date permitted under Section 409A of the
Code. To the extent that an Award is subject to the provisions of Section 409A of the Code, the provisions of the Plan relating
to such Awards, including all distributions thereunder, are intended to comply with the provisions of Section 409A of the Code
and if any such provision is subject to more than one interpretation or construction, such ambiguity shall be resolved in favor
of the interpretation or construction which is consistent with the Plan complying with the provisions of Section 409A. To the extent
an amount subject to Section 409A is payable upon Termination of Relationship, such payment shall be made only if such Termination
of Relationship constitutes a Separation from Service. To the extent an amount referred to in the preceding sentence is payable
to a “specified employee” (within the meaning of Section 409A(a)(2)(B)(i) of the Code), such payment shall be delayed
as set forth in such Code section. Any Award subject to Section 409A that is payable in installments shall be treated as a right
to receive a series of separate payments under Section 409A and the regulations promulgated thereunder.


 


The validity, construction
and effect of the Plan, of Award Agreements entered into pursuant to the Plan, and of any rules, regulations, determinations or
decisions made by the Board or Committee relating to the Plan or such Award Agreements, and the rights of any and all persons having
or claiming to have any interest therein or thereunder, shall be determined in accordance with applicable federal laws and the
laws of the State of Delaware (without regard to its choice of law provisions).


 


		27.	Plan Subject to Charter and Bylaws



 


This Plan is subject to
the Certificate of Incorporation and Bylaws of the Company, as they may be in effect from time to time.


 


		28.	Effective Date; Termination Date



 


The Plan is effective as
of the date on which the Plan is approved by the stockholders of the Company. No Award shall be granted under the Plan after the
close of business on the day immediately preceding the tenth (10th) anniversary of the effective date of the Plan. Subject to other
applicable provisions of the Plan, all Awards made under the Plan prior to such termination of the Plan shall remain in effect
until such Awards have been satisfied or terminated in accordance with the Plan and the terms of such Awards.


 


		29.	Tax Consequences of Awards/Payments



 


The Company makes no representations
as to the tax consequences of any compensation or benefits provided hereunder (including, without limitation, under Section 409A
of the Code, if applicable). A Participant is solely responsible for any and all income, excise or other taxes imposed on the Participant
with respect to any and all compensation or other benefits provided to the Participant pursuant to an Award under the Plan.


 




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		30.	No Fractional Shares



 


No fractional shares of Stock shall be issued
or delivered pursuant to the Plan. The Committee shall determine whether cash, additional Awards or other securities or property
shall be issued or paid in lieu of fractional shares of Common Stock or whether any fractional shares should be rounded, forfeited
or otherwise eliminated.


 


		31.	Severability



 


If any of the provisions of the Plan or any
Award Agreement is held to be invalid, illegal or unenforceable, whether in whole or in part, such provision shall be deemed modified
to the extent, but only to the extent, of such invalidity, illegality or unenforceability and the remaining provisions shall not
be affected thereby.


 


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