Exhibit 10.1


 


HIGHPOWER INTERNATIONAL,
INC.

2017 OMNIBUS INCENTIVE PLAN

 

Effective October 3, 2017

 

ARTICLE I

 

PURPOSE AND ADOPTION OF THE PLAN


 


1.01.
Purpose.  The purpose of the Highpower International, Inc. 2017 Omnibus Incentive Plan (as amended from time
to time, the “Plan”) is to assist in attracting and retaining highly competent employees, directors and consultants
to act as an incentive in motivating selected employees, directors and consultants of the Company and its Subsidiaries to achieve
long-term corporate objectives and to enable stock-based incentive awards to qualify as performance-based compensation for purposes
of the tax deduction limitations under Section 162(m) of the Code.


 


1.02. Adoption and Term.  The
Plan has been adopted by the Board on October 3, 2017 (the “Effective Date”), subject to the approval of the stockholders
of the Company within one year following the Effective Date. The Plan shall remain in effect until the tenth anniversary of the
Effective Date, or until terminated by action of the Board, whichever occurs sooner.


 


ARTICLE II

 

DEFINITIONS


 


For the purpose of this
Plan, capitalized terms shall have the following meanings:


 


2.01. Affiliate
means an entity in which, directly or indirectly through one or more intermediaries, the Company has at least a fifty percent (50%)
ownership interest or, where permissible under Section 409A of the Code, at least a twenty percent (20%) ownership interest; provided,
however, for purposes of determining employment or service with the Company as it relates to any Incentive Stock Option, “Affiliate”
means a corporation that is a “parent” or “subsidiary” of the Company as defined under Section 424 of the Code.


 


2.02. Award means
any one or a combination of Non-Qualified Stock Options or Incentive Stock Options described in Article VI, Stock Appreciation
Rights described in Article VI, Restricted Shares and Restricted Stock Units described in Article VII, Performance Awards described
in Article VIII, other stock-based Awards described in Article IX or any other Award made under the terms of the Plan.


 


2.03. Award Agreement
means a written agreement between the Company and a Participant or a written acknowledgment from the Company to a Participant specifically
setting forth the terms and conditions of an Award granted under the Plan.


 


2.04. Award Period
means, with respect to an Award, the period of time, if any, set forth in the Award Agreement during which specified target performance
goals must be achieved or other conditions set forth in the Award Agreement must be satisfied.


 


2.05. Beneficiary
means an individual, trust or estate who or which, by a written designation of the Participant filed with the Company, or if no
such written designation is filed, by operation of law, succeeds to the rights and obligations of the Participant under the Plan
and the Award Agreement upon the Participant’s death.


 


2.06. Board means
the Board of Directors of the Company.


 


2.07. Change in Control
means, and shall be deemed to have occurred upon the occurrence of, any one of the following events:


 


(a) The acquisition in
one or more transactions, other than from the Company, by any individual, entity or group (within the meaning of Section 13(d)(3)
or 14(d)(2) of the Exchange Act), other than the Company, an Affiliate or any employee benefit plan (or related trust) sponsored
or maintained by the Company or an Affiliate, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under


 






    	 	 	 



     


    




  


the Exchange Act) of a number
of Company Voting Securities having in excess of 25% of the combined voting power of all Company Voting Securities unless such
acquisition has been approved by the Board;


 


(b) Any election has occurred
of persons to the Board that causes two-thirds of the Board to consist of persons other than (i) persons who were members of the
Board on the Effective Date and (ii) persons who were nominated for elections as members of the Board at a time when two-thirds
of the Board consisted of persons who were members of the Board on the Effective Date, provided, however, that any person nominated
for election by a Board at least two-thirds of whom constituted persons described in clauses (i) and/or (ii) or by persons who
were themselves nominated by such Board shall, for this purpose, be deemed to have been nominated by a Board composed of persons
described in clause (i);


 


(c) The consummation (i.e.
closing) of a reorganization, merger or consolidation involving the Company, unless, following such reorganization, merger or consolidation,
all or substantially all of the individuals and entities who were the respective beneficial owners of the Outstanding Common Stock
and Company Voting Securities immediately prior to such reorganization, merger or consolidation, following such reorganization,
merger or consolidation beneficially own, directly or indirectly, more than 75% of, respectively, the then outstanding shares of
common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election
of directors or trustees, as the case may be, of the entity resulting from such reorganization, merger or consolidation in substantially
the same proportion as their ownership of the Outstanding Common Stock and their voting power of Company Voting Securities immediately
prior to such reorganization, merger or consolidation, as the case may be;


 


(d) The consummation (i.e.
closing) of a sale or other disposition of all or substantially all the assets of the Company, unless, following such sale or disposition,
all or substantially all of the individuals and entities who were the respective beneficial owners of the Outstanding Common Stock
and Company Voting Securities immediately prior to such sale or disposition, following such sale or disposition beneficially own,
directly or indirectly, more than 75% of, respectively, the then outstanding shares of common stock and the combined voting power
of the then outstanding voting securities entitled to vote generally in the election of directors or trustees, as the case may
be, of the entity purchasing such assets in substantially the same proportion as their ownership of the Outstanding Common Stock
and voting power of Company Voting Securities immediately prior to such sale or disposition, as the case may be; or


 


(e) a complete liquidation
or dissolution of the Company.


 


2.08. Code means
the Internal Revenue Code of 1986, as amended. References to a section of the Code shall include that section and any comparable
section or sections of any future legislation that amends, supplements or supersedes said section.


 


2.09. Committee
means the Compensation Committee of the Board.


 


2.10. Common Stock
means the common stock of the Company, par value $0.0001 per share.


 


2.11. Company means
Highpower International, Inc., a Delaware corporation, and its successors.


 


2.12. Company Voting
Securities means all outstanding voting securities of the Company entitled to vote generally in the election of directors to
the Board.


 


2.13. Date of Grant
means the date designated by the Committee as the date as of which it grants an Award, which shall not be earlier than the date
on which the Committee approves the granting of such Award.


 


2.14. Dividend Equivalent
Account means a bookkeeping account established and maintained in accordance with Section 10.17 and related to an Award that
is credited with the amount of any cash dividends or stock distributions that would be payable with respect to the shares of Common
Stock subject to such Awards had such shares been outstanding shares of Common Stock.


 


2.15 Exchange Act
means the Securities Exchange Act of 1934, as amended.


 






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2.16. Exercise Price
means, with respect to a Stock Appreciation Right, the amount established by the Committee in the Award Agreement which is to be
subtracted from the Fair Market Value on the date of exercise in order to determine the amount of the payment to be made to the
Participant, as further described in Section 6.02(b).


 


2.17. Fair Market Value
means, as of any applicable date:


 


(a) If the Common Stock
is at the time listed or admitted to trading on any national stock exchange, including the Nasdaq Stock Market or the Nasdaq Capital
Market, then the Fair Market Value shall be the closing selling price per share of the Common Stock on the date of determination
on the stock exchange determined by the Committee to be the primary market for the Common Stock, as such price is officially quoted
in the composite tape transactions on such exchange. If there is no reported sale of the Common Stock on such exchange on the date
of determination, then the Fair Market Value shall be the closing price on the exchange on the last preceding date for which such
quotation exists;


 


(b) If the Common Stock
is at the time neither listed nor admitted to trading on any national stock exchange, but is regularly traded over-the-counter
(including on the Over-the-Counter Bulletin Board) on average at least once per week over the three-month period prior to the date
for which Fair Market Value is being determined, then the Fair Market Value shall be the mean between the last reported bid and
asked prices quoted for such date by the principal automated inter-dealer quotation system on which the Common Stock is quoted
or, if the Common Stock is not quoted on any such system, by the “Pink Sheets” published by the National Quotation Bureau,
or through any successor system. If there is no reported bid or asked price for the Common Stock on the date of determination,
then the Fair Market Value shall be the mean between the last reported bid and asked prices on the last preceding date for which
such bid and asked prices exist; and


 


(c) If the Common Stock
is at the time neither listed nor admitted to trading on any stock exchange, and is not quoted as regularly traded on average at
least once per week over the three-month period prior to the date for which Fair Market Value is being determined over-the-counter
or by the Pink Sheets, then the Fair Market Value per share shall be an amount determined by the Committee in good faith on such
basis and taking into account such factors as the Committee shall deem appropriate, without regard to any restriction other than
a restriction which, by its terms, will never lapse, and to the extent applicable in a manner consistent with the requirements
of Section 409A of the Code.


 


2.18. Incentive Stock
Option means a stock option that meets the requirements of Section 422 of the Code.


 


2.19. Merger means
any merger, reorganization, consolidation, exchange, transfer of assets or other transaction having similar effect involving the
Company.


 


2.20. Non-Qualified
Stock Option means a stock option that is not an Incentive Stock Option.


 


2.21 Options means
all Non-Qualified Stock Options and Incentive Stock Options granted at any time under the Plan.


 


2.22. Outstanding Common
Stock means, at any time, the issued and outstanding shares of Common Stock.


 


2.23. Participant
means a person designated to receive an Award under the Plan in accordance with Section 5.01.


 


2.24. Performance Awards
means Awards granted in accordance with Article VIII.


 


2.25. Performance Goals
means net sales, units sold or growth in units sold, return on stockholders’ equity, customer satisfaction or retention, return
on investment or working capital, operating income, economic value added (the amount, if any, by which net operating income after
tax exceeds a reference cost of capital), EBITDA (as net income (loss) before net interest expense, provision (benefit) for income
taxes, and depreciation and amortization), expense targets, net income, earnings per share, share price, reductions in inventory,
inventory turns, on-time delivery performance, operating efficiency, productivity ratios, market share or change in market share,
any one of which may be measured with respect to the Company or any one or





 






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more of its Subsidiaries
and divisions and either in absolute terms or as compared to another company or companies, and quantifiable, objective measures
of individual performance relevant to the particular individual’s job responsibilities.


 


2.26. Plan has the
meaning given to such term in Section 1.01.


 


2.27. Purchase Price,
with respect to Options, shall have the meaning set forth in Section 6.01(b).


 


2.28. Restricted Shares
means Common Stock subject to restrictions imposed in connection with Awards granted under Article VII.


 


2.29. Restricted Stock
Unit means a unit representing the right to receive Common Stock or the value thereof in the future subject to restrictions
imposed in connection with Awards granted under Article VII.


 


2.30. Rule 16b-3
means Rule 16b-3 promulgated by the Securities and Exchange Commission under Section 16 of the Exchange Act, as the same may be
amended from time to time, and any successor rule.


 


2.31. Stock Appreciation
Right means the right to receive cash or Common Stock, the amount or the value of which is based upon the future increase in
Fair Market Value, granted in accordance with Article VI.


 


2.32 Subsidiary
means any corporation, partnership, joint venture, limited liability company, or other entity (other than the Company) in an unbroken
chain of entities beginning with the Company if each of the entities other than the last entity in the unbroken chain owns at least
fifty percent (50%) of the total combined voting power in one of the other entities in such chain.


 


2.33 Termination of
Service means the voluntary or involuntary termination of a Participant’s service as an employee, director or consultant
with the Company or an Affiliate for any reason, including death, disability, retirement or as the result of the divestiture of
the Participant’s employer or any similar transaction in which the Participant’s employer ceases to be the Company or
one of its Affiliates. Whether entering military or other government service shall constitute Termination of Service, or whether
and when a Termination of Service shall occur as a result of disability, shall be determined in each case by the Committee in its
sole discretion.


 


ARTICLE III

 

ADMINISTRATION


 


3.01. Committee.


 


(a) Duties and Authority.  The
Plan shall be administered by the Committee and the Committee shall have exclusive and final authority in each determination, interpretation
or other action affecting the Plan and its Participants. The Committee shall have the sole discretionary authority to interpret
the Plan, to establish and modify administrative rules for the Plan, to impose such conditions and restrictions on Awards as it
determines appropriate, and to make all factual determinations with respect to and take such steps in connection with the Plan
and Awards granted hereunder as it may deem necessary or advisable. The Committee may delegate such of its powers and authority
under the Plan as it deems appropriate to a subcommittee of the Committee or designated officers or employees of the Company. In
addition, the full Board may exercise any of the powers and authority of the Committee under the Plan. In the event of such delegation
of authority or exercise of authority by the Board, references in the Plan to the Committee shall be deemed to refer, as appropriate,
to the delegate of the Committee or the Board. Actions taken by the Committee or any subcommittee thereof, and any delegation by
the Committee to designated officers or employees, under this Section 3.01 shall comply with Section 16(b) of the Exchange Act,
the performance-based provisions of Section 162(m) of the Code, and the regulations promulgated under each of such statutory provisions,
or the respective successors to such statutory provisions or regulations, as in effect from time to time, to the extent applicable.


 


(b) Indemnification.  Each
person who is or shall have been a member of the Board or the Committee, or an officer or employee of the Company to whom authority
was delegated in accordance with the Plan shall be indemnified and held harmless by the Company against and from any loss, cost,
liability, or expense that may be imposed upon or reasonably incurred by such individual in connection


 






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with or resulting from any
claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action
taken or failure to act under the Plan and against and from any and all amounts paid by him or her in settlement thereof, with
the Company’s approval, or paid by him or her in satisfaction of any judgment in any such action, suit, or proceeding against
him or her, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before
he or she undertakes to handle and defend it on his or her own behalf; provided, however, that the foregoing indemnification shall
not apply to any loss, cost, liability, or expense that is a result of his or her own willful misconduct. 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 or Bylaws, conferred in a separate agreement with the Company, as a matter of law, or otherwise, or
any power that the Company may have to indemnify them or hold them harmless.


 


ARTICLE IV

 

SHARES


 


4.01. Number of Shares
Issuable.  The total number of shares authorized to be issued under the Plan, including the total number of shares
authorized to be issued pursuant to Incentive Stock Options under the Plan, shall be two million two hundred fifty thousand (2,250,000)
shares of Common Stock. The foregoing share limit shall be subject to adjustment in accordance with Section 10.07. The shares to
be offered under the Plan shall be authorized and unissued Common Stock, or issued Common Stock that shall have been reacquired
by the Company. Shares issued with respect to awards assumed by the Company in connection with acquisitions do not count against
the total number of shares available for new awards under the Plan.


 


4.02. Shares Subject
to Terminated Awards.  Common Stock covered by any unexercised portions of terminated or forfeited Options (including
canceled Options) granted under Article VI, Restricted Stock or Restricted Stock Units forfeited as provided in Article VII, other
stock-based Awards terminated or forfeited as provided under the Plan, and Common Stock subject to any Awards that are otherwise
surrendered by the Participant may again be subject to new Awards under the Plan. Shares of Common Stock surrendered to or withheld
by the Company in payment or satisfaction of the Purchase Price of an Option or tax withholding obligation with respect to an Award
shall be available for the grant of new Awards under the Plan. In the event of the exercise of Stock Appreciation Rights, whether
or not granted in tandem with Options, only the number of shares of Common Stock actually issued in payment of such Stock Appreciation
Rights shall be charged against the number of shares of Common Stock available for the grant of Awards hereunder.


 


ARTICLE V

 

PARTICIPATION


 


5.01. Eligible Participants.  Participants
in the Plan shall be such employees, directors and consultants of the Company and its Subsidiaries as the Committee, in its sole
discretion, may designate from time to time. The Committee’s designation of a Participant in any year shall not require the
Committee to designate such person to receive Awards or grants in any other year. The designation of a Participant to receive
Awards or grants under one portion of the Plan does not require the Committee to include such Participant under any other portion
of the Plan. The Committee shall consider such factors as it deems pertinent in selecting Participants and in determining the
type and amount of their respective Awards. Subject to adjustment in accordance with Section 10.07, in any calendar year, no Participant
shall be granted Awards in respect of more than one million five hundred thousand (1,500,000) shares of Common Stock (whether
through grants of Options, Stock Appreciation Rights, Restricted Shares or Restricted Stock Units, or other Awards of Common Stock
or rights with respect thereto).


 






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ARTICLE VI

 

STOCK OPTIONS AND STOCK APPRECIATION RIGHTS


 


6.01. Option Awards.


 


 


(a) Grant of Options.  The
Committee may grant, to such Participants as the Committee may select, Options entitling the Participant to purchase shares of
Common Stock from the Company in such number, at such price, and on such terms and subject to such conditions, not inconsistent
with the terms of this Plan, as may be established by the Committee. The terms of any Option granted under this Plan shall be set
forth in an Award Agreement.


 


(b) Purchase Price of
Options.  Subject to the requirements applicable to Incentive Stock Options under Section 6.01(d), the Purchase Price
of each share of Common Stock which may be purchased upon exercise of any Option granted under the Plan shall be determined by
the Committee, and shall be an amount that is not less than Fair Market Value on the Date of Grant (unless, in accordance with
Section 6.03(a), the Award Agreement includes such additional terms, conditions and restrictions on the exercise of such Option
as the Committee deems necessary or advisable in order to comply with the requirements of Section 409A of the Code).


 


(c) Designation of Options.  The
Committee shall designate, at the time of the grant of each Option, the Option as an Incentive Stock Option or a Non-Qualified
Stock Option; provided, however, that an Option may be designated as an Incentive Stock Option only if the applicable Participant
is an employee of the Company or an Affiliate on the Date of Grant.


 


(d) Special Incentive
Stock Option Rules.  No Participant may be granted Incentive Stock Options under the Plan (or any other plans of
the Company) that would result in Incentive Stock Options to purchase shares of Common Stock with an aggregate Fair Market Value
(measured on the Date of Grant) of more than $100,000 first becoming exercisable by the Participant in any one calendar year, and
the portion (if any) of any Option designated as an Incentive Stock Option that exceeds such amount shall be treated as a Non-Qualified
Stock Option. Notwithstanding any other provision of the Plan to the contrary, the Exercise Price of each Incentive Stock Option
shall be equal to or greater than the Fair Market Value of the Common Stock subject to the Incentive Stock Option as of the Date
of Grant of the Incentive Stock Option, and the Incentive Stock Option by its terms may not be exercisable for more than ten (10)
years from the Date of Grant; provided, however, that no Incentive Stock Option shall be granted to any person who, at the time
the Option is granted, owns stock (including stock owned by application of the constructive ownership rules in Section 424(d) of
the Code) possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company, unless
at the time the Incentive Stock Option is granted the price of the Option is at least one hundred ten percent (110%) of the Fair
Market Value of the Common Stock subject to the Incentive Stock Option and the Incentive Stock Option by its terms is not exercisable
for more than five (5) years from the Date of Grant.


 


(e) Rights As a Stockholder.  A
Participant or a transferee of an Option pursuant to Section 10.04 shall have no rights as a stockholder with respect to Common
Stock covered by an Option until the Participant or transferee shall have exercised the Option and become the holder of record
of any such shares, and no adjustment shall be made for dividends in cash or other property or distributions or other rights with
respect to any such Common Stock for which the record date is prior to the date on which the Participant or a transferee of the
Option shall have exercised the Option and become the holder of record of any such shares covered by the Option; provided, however,
that Participants are entitled to share adjustments to reflect capital changes under Section 10.07.


 


6.02. Stock Appreciation
Rights.


 


(a) Stock Appreciation
Right Awards.  The Committee is authorized to grant to any Participant one or more Stock Appreciation Rights. Such
Stock Appreciation Rights may be granted either independent of or in tandem with Options granted to the same Participant. Stock
Appreciation Rights granted in tandem with Options may be granted simultaneously with, or, in the case of Non-Qualified Stock Options,
subsequent to, the grant to such Participant of the related Option; provided, however, that: (i) any Option


 






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covering any share of Common
Stock shall expire and not be exercisable upon the exercise of any Stock Appreciation Right with respect to the same share, (ii)
any Stock Appreciation Right covering any share of Common Stock shall expire and not be exercisable upon the exercise of any related
Option with respect to the same share, and (iii) an Option and Stock Appreciation Right covering the same share of Common Stock
may not be exercised simultaneously. Upon exercise of a Stock Appreciation Right with respect to a share of Common Stock, the Participant
shall be entitled to receive an amount equal to the excess, if any, of (A) the Fair Market Value of a share of Common Stock on
the date of exercise over (B) the Exercise Price of such Stock Appreciation Right established in the Award Agreement, which amount
shall be payable as provided in Section 6.02(c).


 


(b) Exercise Price.  The
Exercise Price established under any Stock Appreciation Right granted under this Plan shall be determined by the Committee, and
shall be an amount that is not less than Fair Market Value on the Date of Grant (unless, in accordance with Section 6.03(a), the
Award Agreement includes such additional terms, conditions and restrictions on the exercise of such Stock Appreciation Right as
the Committee deems necessary or advisable in order to comply with the requirements of Section 409A of the Code), and in the case
of Stock Appreciation Rights granted in tandem with Options shall not be less than the Purchase Price of the related Option. Upon
exercise of Stock Appreciation Rights granted in tandem with Options, the number of shares subject to exercise under any related
Option shall automatically be reduced by the number of shares of Common Stock represented by the Option or portion thereof which
are surrendered as a result of the exercise of such Stock Appreciation Rights.


 


(c) Payment of Incremental
Value.  Any payment which may become due from the Company by reason of a Participant’s exercise of a Stock Appreciation
Right may be paid to the Participant as determined by the Committee and set forth in the Award Agreement at time of grant (i) all
in cash, (ii) all in Common Stock, or (iii) in any combination of cash and Common Stock. In the event that all or a portion of
the payment is made in Common Stock, the number of shares of Common Stock delivered in satisfaction of such payment shall be determined
by dividing the amount of such payment or portion thereof by the Fair Market Value on the Exercise Date. No fractional share of
Common Stock shall be issued to make any payment in respect of Stock Appreciation Rights; if any fractional share of Common Stock
would be issuable, the Fair Market Value of the fractional share shall be paid in cash.


 


6.03. Terms of Stock
Options and Stock Appreciation Rights.


 


(a) Conditions on Exercise.  An
Award Agreement with respect to Options or Stock Appreciation Rights may contain such waiting periods, exercise dates and restrictions
on exercise (including, but not limited to, periodic installments) as may be determined by the Committee and set forth in the Award
Agreement at the time of grant. In the event the Committee grants an Option or Stock Appreciation Right that would be subject to
Section 409A of the Code, the Committee may include such additional terms, conditions and restrictions on the exercise of such
Option or Stock Appreciation Right as the Committee deems necessary or advisable in order to comply with the requirements of Section
409A of the Code.


 


(b) Duration of Options
and Stock Appreciation Rights.  Options and Stock Appreciation Rights shall terminate upon the first to occur of
the following events:


 


(i) Expiration of the Option
or Stock Appreciation Right as provided in the Award Agreement; or


 


(ii) Termination of the
Award in the event of a Participant’s disability, Retirement, death or other Termination of Service as provided in the Award
Agreement; or


 


(iii) In the case of an
Incentive Stock Option, ten years from the Date of Grant (five years in certain cases, as described in Section 6.01(d)); or


 


(iv) Solely in the case
of a Stock Appreciation Right granted in tandem with an Option, upon the expiration of the related Option.


 






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(c) Acceleration or
Extension of Exercise Time.  The Committee, in its sole discretion, shall have the right (but shall not be obligated),
exercisable on or at any time after the Date of Grant, to permit the exercise of an Option or Stock Appreciation Right (i) prior
to the time such Option or Stock Appreciation Right would become exercisable under the terms of the Award Agreement, (ii) after
the termination of the Option or Stock Appreciation Right under the terms of the Award Agreement, or (iii) after the expiration
of the Option or Stock Appreciation Right.


 


6.04. Exercise Procedures.  Each
Option and Stock Appreciation Right granted under the Plan shall be exercised under such procedures and by such methods as the
Board may establish or approve from time to time. The Purchase Price of shares purchased upon exercise of an Option granted under
the Plan shall be paid in full in cash by the Participant pursuant to the Award Agreement; provided, however, that the Committee
may (but shall not be required to) permit payment to be made (a) by delivery to the Company of shares of Common Stock held by the
Participant, (b) by a “net exercise” method under which the Company reduces the number of shares of Common Stock issued
upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate Exercise Price,
or (c) such other consideration as the Committee deems appropriate and in compliance with applicable law (including payment under
an arrangement constituting a brokerage transaction as permitted under the provisions of Regulation T applicable to cashless exercises
promulgated by the Federal Reserve Board, unless prohibited by Section 402 of the Sarbanes-Oxley Act of 2002). In the event that
any Common Stock shall be transferred to the Company to satisfy all or any part of the Purchase Price, the part of the Purchase
Price deemed to have been satisfied by such transfer of Common Stock shall be equal to the product derived by multiplying the Fair
Market Value as of the date of exercise times the number of shares of Common Stock transferred to the Company. The Participant
may not transfer to the Company in satisfaction of the Purchase Price any fractional share of Common Stock. Any part of the Purchase
Price paid in cash upon the exercise of any Option shall be added to the general funds of the Company and may be used for any proper
corporate purpose. Unless the Committee shall otherwise determine, any Common Stock transferred to the Company as payment of all
or part of the Purchase Price upon the exercise of any Option shall be held as treasury shares.


 


6.05. Change in Control.  Unless
otherwise provided by the Committee in the applicable Award Agreement, in the event of a Change in Control, no accelerated vesting
of any Options or Stock Appreciation Rights outstanding on the date of such Change in Control shall occur; provided however,
that the Committee is not precluded from exercising its discretion pursuant to Section 6.03(c).


 


6.06 Early Exercise.  An
Option may, but need not, include a provision by which the Participant may elect to exercise the Option in whole or in part prior
to the date the Option is fully vested. The provision may be included in the Award Agreement at the time of grant of the Option
or may be added to the Award Agreement by amendment at a later time. In the event of an early exercise of an Option, any shares
of Common Stock received shall be subject to a special repurchase right in favor of the Company with terms established by the Board.
The Board shall determine the time and/or the event that causes the repurchase right to terminate and fully vest the Common Stock
in the Participant. Alternatively, in the sole discretion of the Board, one or more Participants may be granted stock purchase
rights allowing them to purchase shares of Common Stock outright, subject to conditions and restrictions as the Board may determine.


 


ARTICLE VII

 

RESTRICTED SHARES AND RESTRICTED STOCK UNITS


 


7.01. Award of Restricted
Stock and Restricted Stock Units.  The Committee may grant to any Participant an Award of Restricted Shares consisting
of a specified number of shares of Common Stock issued to the Participant subject to such terms, conditions and forfeiture and
transfer restrictions, whether based on performance standards, periods of service, retention by the Participant of ownership of
specified shares of Common Stock or other criteria, as the Committee shall establish. The Committee may also grant Restricted Stock
Units representing the right to receive shares of Common Stock in the future subject to such terms, conditions and restrictions,
whether based on performance standards, periods of service, retention by the Participant of ownership of specified shares of Common
Stock or other criteria, as the Committee shall establish. With respect to performance-based Awards of Restricted Shares or Restricted
Stock Units intended to qualify as “performance-based” compensation for purposes of Section 162(m) of the Code, performance


 






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targets will consist of
specified levels of one or more of the Performance Goals. The terms of any Restricted Share and Restricted Stock Unit Awards granted
under this Plan shall be set forth in an Award Agreement which shall contain provisions determined by the Committee and not inconsistent
with this Plan.


 


7.02 Restricted Shares.


 


(a) Issuance of Restricted
Shares.  As soon as practicable after the Date of Grant of a Restricted Share Award by the Committee, the Company
shall cause to be transferred on the books of the Company, or its agent, Common Stock, registered on behalf of the Participant,
evidencing the Restricted Shares covered by the Award, but subject to forfeiture to the Company as of the Date of Grant if an Award
Agreement with respect to the Restricted Shares covered by the Award is not duly executed by the Participant and timely returned
to the Company. All Common Stock covered by Awards under this Article VII shall be subject to the restrictions, terms and conditions
contained in the Plan and the Award Agreement entered into by the Participant. Until the lapse or release of all restrictions applicable
to an Award of Restricted Shares, the share certificates representing such Restricted Shares may be held in custody by the Company,
its designee, or, if the certificates bear a restrictive legend, by the Participant. Upon the lapse or release of all restrictions
with respect to an Award as described in Section 7.02(d), one or more share certificates, registered in the name of the Participant,
for an appropriate number of shares as provided in Section 7.02(d), free of any restrictions set forth in the Plan and the Award
Agreement shall be delivered to the Participant.


 


(b) Stockholder Rights.  Beginning
on the Date of Grant of the Restricted Share Award and subject to execution of the Award Agreement as provided in Section 7.02(a),
the Participant shall become a stockholder of the Company with respect to all shares subject to the Award Agreement and shall have
all of the rights of a stockholder, including, but not limited to, the right to vote such shares and the right to receive dividends;
provided, however, that any Common Stock distributed as a dividend or otherwise with respect to any Restricted Shares as to which
the restrictions have not yet lapsed, shall be subject to the same restrictions as such Restricted Shares and held or restricted
as provided in Section 7.02(a).


 


(c) Restriction on Transferability.  None
of the Restricted Shares may be assigned or transferred (other than by will or the laws of descent and distribution, or to an inter
vivos trust with respect to which the Participant is treated as the owner under Sections 671 through 677 of the Code, except to
the extent that Section 16 of the Exchange Act limits a Participant’s right to make such transfers), pledged or sold prior
to lapse of the restrictions applicable thereto.


 


(d) Delivery of Shares
Upon Vesting.  Upon expiration or earlier termination of the forfeiture period without a forfeiture and the satisfaction
of or release from any other conditions prescribed by the Committee, or at such earlier time as provided under the provisions of
Section 7.04, the restrictions applicable to the Restricted Shares shall lapse. As promptly as administratively feasible thereafter,
subject to the requirements of Section 10.05, the Company shall deliver to the Participant or, in case of the Participant’s
death, to the Participant’s Beneficiary, one or more share certificates for the appropriate number of shares of Common Stock,
free of all such restrictions, except for any restrictions that may be imposed by law.


 


(e) Forfeiture of Restricted
Shares.  Subject to Sections 7.02(f) and 7.04, all Restricted Shares shall be forfeited and returned to the Company
and all rights of the Participant with respect to such Restricted Shares shall terminate unless the Participant continues in the
service of the Company or an Affiliate until the expiration of the forfeiture period for such Restricted Shares and satisfies any
and all other conditions set forth in the Award Agreement. The Committee shall determine the forfeiture period (which may, but
need not, lapse in installments), requirements for continued service, and any other terms and conditions applicable with respect
to any Restricted Share Award.


 


(f) Waiver of Forfeiture
Period.  Notwithstanding anything contained in this Article VII to the contrary, the Committee may, in its sole discretion,
waive the forfeiture period and any other conditions set forth in any Award Agreement under appropriate circumstances (including
the death, disability or Retirement of the Participant or a material change in circumstances arising after the date of an Award)


 






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and subject to such terms
and conditions (including forfeiture of a proportionate number of the Restricted Shares) as the Committee shall deem appropriate.


 


7.03. Restricted Stock
Units.


 


(a) Settlement of Restricted
Stock Units.  Payments shall be made to Participants with respect to their Restricted Stock Units as soon as practicable
after the Committee has determined that the terms and conditions applicable to such Award have been satisfied or at a later date
if distribution has been deferred under the terms of the Award Agreement pursuant to Section 7.03(d). Payments to Participants
with respect to Restricted Stock Units shall be made in the form of Common Stock, or cash or a combination of both, as the Committee
may determine and set forth in the Award Agreement at time of grant. The amount of any cash to be paid in lieu of Common Stock
shall be determined on the basis of the Fair Market Value of the Common Stock on the date any such payment is processed. As to
shares of Common Stock that constitute all or any part of such payment, the Committee may impose such restrictions concerning their
transferability and/or their forfeiture as may be provided in the applicable Award Agreement or as the Committee may otherwise
determine, provided such determination is made on or before the date certificates for such shares are first delivered to the applicable
Participant.


 


(b) Stockholder Rights.  Until
the lapse or release of all restrictions applicable to an Award of Restricted Stock Units, no shares of Common Stock shall be issued
in respect of such Awards and no Participant shall have any rights as a stockholder of the Company with respect to the shares of
Common Stock covered by such Award of Restricted Stock Units.


 


(c) Waiver of Forfeiture
Period.  Notwithstanding anything contained in this Section 7.03 to the contrary, the Committee may, in its sole
discretion, waive the forfeiture period and any other conditions set forth in any Award Agreement under appropriate circumstances
(including the death, disability or retirement of the Participant or a material change in circumstances arising after the date
of an Award) and subject to such terms and conditions (including forfeiture of a proportionate number of shares issuable upon settlement
of the Restricted Stock Units constituting an Award) as the Committee shall deem appropriate.


 


(d) Deferral of Payment.  If
approved by the Committee and set forth in the applicable Award Agreement, a Participant may elect to defer the amount payable
with respect to the Participant’s Restricted Stock Units in accordance with such terms as may be established by the Committee,
subject to the requirements of Section 409A of the Code.


 


7.04 Change in Control.  Unless
otherwise provided by the Committee in the applicable Award Agreement, no acceleration of the termination of any of the restrictions
applicable to Restricted Shares and Restricted Stock Unit Awards shall occur in the event of a Change in Control; provided however,
that the Committee is not precluded from exercising its discretion pursuant to Section 7.03(c).


 


ARTICLE VIII

 

PERFORMANCE AWARDS


 


8.01. Performance Awards.


 


(a) Award Periods and
Calculations of Potential Incentive Amounts.  The Committee may grant Performance Awards to Participants. A Performance
Award shall consist of the right to receive a payment (measured by the Fair Market Value of a specified number of shares of Common
Stock or increases in such Fair Market Value during the Award Period) contingent upon the extent to which certain predetermined
performance targets have been met during an Award Period. The Award Period shall be two or more fiscal or calendar years as determined
by the Committee. The Committee, in its discretion and under such terms as it deems appropriate, may permit newly eligible Participants,
such as those who are promoted or newly hired, to receive Performance Awards after an Award Period has commenced.


 


(b) Performance Targets.  Subject
to Section 10.18, the performance targets applicable to a Performance Award may include such goals related to the performance of
the Company or, where relevant, any one or more of its Subsidiaries or divisions and/or the performance of a Participant as may


 






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be established by the Committee
in its discretion. In the case of Performance Awards to “covered employees” (as defined in Section 162(m) of the Code),
the targets will be limited to specified levels of one or more of the Performance Goals. The performance targets established by
the Committee may vary for different Award Periods and need not be the same for each Participant receiving a Performance Award
in an Award Period.


 


(c) Earning Performance
Awards.  The Committee, at or as soon as practicable after the Date of Grant, shall prescribe a formula to determine
the percentage of the Performance Award to be earned based upon the degree of attainment of the applicable performance targets.


 


(d) Payment of Earned
Performance Awards.  Subject to the requirements of Section 10.05, payments of earned Performance Awards shall be
made in cash or Common Stock, or a combination of cash and Common Stock, as determined by the Committee in its discretion and set
forth in the Award Agreement at time of grant. The Committee, in its sole discretion, may define, and set forth in the applicable
Award Agreement, such terms and conditions with respect to the payment of earned Performance Awards as it may deem desirable.


 


8.02. Termination of
Service.  In the event of a Participant’s Termination of Service during an Award Period, the Participant’s
Performance Awards shall be forfeited except as may otherwise be provided in the applicable Award Agreement.


 


8.03. Change in Control.  Unless
otherwise provided by the Committee in the applicable Award Agreement, in the event of a Change in Control, no accelerated vesting
of any Performance Awards outstanding on the date of such Change in Control shall occur.


 


ARTICLE IX

 

OTHER STOCK-BASED AWARDS


 


9.01. Grant of Other
Stock-Based Awards.  Other stock-based awards, consisting of stock purchase rights (with or without loans to Participants
by the Company containing such terms as the Committee shall determine), Awards of Common Stock, or Awards valued in whole or in
part by reference to, or otherwise based on, Common Stock, may be granted either alone or in addition to or in conjunction with
other Awards under the Plan. Subject to the provisions of the Plan, the Committee shall have sole and complete authority to determine
the persons to whom and the time or times at which such Awards shall be made, the number of shares of Common Stock to be granted
pursuant to such Awards, and all other conditions of the Awards. Any such Award shall be confirmed by an Award Agreement executed
by the Committee and the Participant, which Award Agreement shall contain such provisions as the Committee determines to be necessary
or appropriate to carry out the intent of this Plan with respect to such Award.


 


9.02. Terms of Other
Stock-Based Awards.  In addition to the terms and conditions specified in the Award Agreement, Awards made pursuant
to this Article IX shall be subject to the following:


 


(a) Any Common Stock subject
to Awards made under this Article IX may not be sold, assigned, transferred, pledged or otherwise encumbered prior to the date
on which the shares are issued, or, if later, the date on which any applicable restriction, performance or deferral period lapses;
and


 


(b) If specified by the
Committee in the Award Agreement, the recipient of an Award under this Article IX shall be entitled to receive, currently or on
a deferred basis, dividends or dividend equivalents with respect to the Common Stock covered by the Award; and


 


(c) The Award Agreement
with respect to any Award shall contain provisions dealing with the disposition of such Award in the event of a Termination of
Service prior to the exercise, payment or other settlement of such Award, whether such termination occurs because of Retirement,
disability, death or other reason, with such provisions to take account of the specific nature and purpose of the Award.


 


(d) Unless otherwise provided
by the Committee in the applicable Award Agreement, in the event of a Change in Control, no accelerated vesting of any other stock-based
Awards outstanding on the date of such Change in Control shall occur.


 






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ARTICLE XI

 

TERMS APPLICABLE GENERALLY TO AWARDS

GRANTED UNDER THE PLAN


 


10.01. Plan Provisions
Control Award Terms.  Except as provided in Section 10.16, the terms of the Plan shall govern all Awards granted
under the Plan, and in no event shall the Committee have the power to grant any Award under the Plan which is contrary to any of
the provisions of the Plan. In the event any provision of any Award granted under the Plan shall conflict with any term in the
Plan as constituted on the Date of Grant of such Award, the term in the Plan as constituted on the Date of Grant of such Award
shall control. Except as provided in Section 10.03 and Section 10.07, the terms of any Award granted under the Plan may not be
changed after the Date of Grant of such Award so as to materially decrease the value of the Award without the express written approval
of the holder.


 


10.02. Award Agreement.  No
person shall have any rights under any Award granted under the Plan unless and until the Company and the Participant to whom such
Award shall have been granted shall have executed and delivered an Award Agreement or received any other Award acknowledgment authorized
by the Committee expressly granting the Award to such person and containing provisions setting forth the terms of the Award.


 


10.03. Modification
of Award After Grant.  No Award granted under the Plan to a Participant may be modified (unless such modification
does not materially decrease the value of the Award) after the Date of Grant except by express written agreement between the Company
and the Participant, provided that any such change (a) shall not be inconsistent with the terms of the Plan, and (b) shall be approved
by the Committee.


 


10.04. Limitation on
Transfer.  Except as provided in Section 7.02(c) in the case of Restricted Shares, a Participant’s rights and
interest under the Plan may not be assigned or transferred other than by will or the laws of descent and distribution, and during
the lifetime of a Participant, only the Participant personally (or the Participant’s personal representative) may exercise
rights under the Plan. The Participant’s Beneficiary may exercise the Participant’s rights to the extent they are exercisable
under the Plan following the death of the Participant. Notwithstanding the foregoing, to the extent permitted under Section 16(b)
of the Exchange Act with respect to Participants subject to such Section, the Committee may grant Non-Qualified Stock Options that
are transferable, without payment of consideration, to immediate family members of the Participant or to trusts or partnerships
for such family members, and the Committee may also amend outstanding Non-Qualified Stock Options to provide for such transferability.


 


10.05. Taxes.  The
Company shall be entitled, if the Committee deems it necessary or desirable, to withhold (or secure payment from the Participant
in lieu of withholding) the amount of any withholding or other tax required by law to be withheld or paid by the Company with respect
to any amount payable and/or shares issuable under such Participant’s Award, or with respect to any income recognized upon
a disqualifying disposition of shares received pursuant to the exercise of an Incentive Stock Option, and the Company may defer
payment or issuance of the cash or shares upon exercise or vesting of an Award unless provision is made to the Committee’s
satisfaction for payment of any such tax. The amount of such withholding or tax payment shall be determined by the Committee and
shall be payable by the Participant at such time as the Committee determines in accordance with the following rules:


 


(a) The Participant shall
have the right to elect to meet his or her withholding requirement (i) by having withheld from such Award at the appropriate time
that number of shares of Common Stock, rounded down to the nearest whole share, whose Fair Market Value is equal to the amount
of withholding taxes due, (ii) by direct payment to the Company in cash of the amount of any taxes required to be withheld with
respect to such Award or (iii) by a combination of shares and cash. The Fair Market Value of any shares withheld to satisfy any
tax withholding obligations shall not exceed the amount of tax that would be payable by the Participant with respect to the Award
based on the maximum statutory federal, state or local tax rates that could apply to the Award in the jurisdictions applicable
to the Participant on the date that the amount of tax to be withheld is to be determined, or such other limitation as may be required
by then applicable accounting rules and regulations to maintain favorable equity accounting treatment for the Award. The Fair Market
Value of the shares to be withheld will be determined as of the date that the taxes are required to be withheld.


 






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(b) In the case of Participants
who are subject to Section 16 of the Exchange Act, the Committee may impose such limitations and restrictions as it deems necessary
or appropriate with respect to the delivery or withholding of shares of Common Stock to meet tax withholding obligations.


 


10.06. Surrender of
Awards; No Repricing.  Any Award granted under the Plan may be surrendered to the Company for cancellation on such
terms as the Committee and the holder approve. The Committee may substitute a new Award under this Plan in connection with the
surrender by the Participant of an equity compensation award previously granted under this Plan or any other plan sponsored by
the Company; provided, however, that, without advance approval of the Company’s stockholders, the Committee may not make any
substitution or grant of (i) an Option or Stock Appreciation Right with a lower exercise price than the Option or Stock Appreciation
Right being surrendered, (ii) a different type of Award upon the surrender or cancellation of an Option or Stock Appreciation Right
with an exercise price above the Fair Market Value of the underlying Common Stock on the date of such substitution or grant, or
(iii) any other Award constituting a repricing of an Option or Stock Appreciation Right.


 


10.07. Adjustments to
Reflect Capital Changes.


 


(a) Recapitalization.  In
the event of any corporate event or transaction (including, but not limited to, a change in the Common Stock or the capitalization
of the Company) such as a merger, consolidation, reorganization, recapitalization, separation, partial or complete liquidation,
stock dividend, stock split, reverse stock split, split up, spin-off, or other distribution of stock or property of the Company,
a combination or exchange of Common Stock, dividend in kind, or other like change in capital structure, number of outstanding shares
of Common Stock, distribution (other than normal cash dividends) to stockholders of the Company, or any similar corporate event
or transaction, the Committee, in order to prevent dilution or enlargement of Participants’ rights under this Plan, shall
make equitable and appropriate adjustments and substitutions, as applicable, to or of the number and kind of shares subject to
outstanding Awards, the Purchase Price or Exercise Price for such shares, the number and kind of shares available for future issuance
under the Plan and the maximum number of shares in respect of which Awards can be made to any Participant in any calendar year,
and other determinations applicable to outstanding Awards. The Committee shall have the power and sole discretion to determine
the amount of the adjustment to be made in each case.


 


(b) Merger.  In
the event that the Company is a party to a Merger, outstanding Awards shall be subject to the agreement of merger or reorganization.
Such agreement may provide, without limitation, for the continuation of outstanding Awards by the Company (if the Company is a
surviving corporation), for their assumption by the surviving corporation or its parent or subsidiary, for the substitution by
the surviving corporation or its parent or subsidiary of its own awards for such Awards, for accelerated vesting and accelerated
expiration, for termination of Awards whether vested or unvested and with or without payment of consideration, and/or for settlement
in cash or cash equivalents.


 


(c) Options to Purchase
Shares or Stock of Acquired Companies.  After any Merger in which the Company or an Affiliate shall be a surviving
corporation, the Committee may grant substituted options under the provisions of the Plan, pursuant to Section 424 of the Code,
replacing old options granted under a plan of another party to the Merger whose shares or stock subject to the old options may
no longer be issued following the Merger. The foregoing adjustments and manner of application of the foregoing provisions shall
be determined by the Committee in its sole discretion. Any such adjustments may provide for the elimination of any fractional shares
which might otherwise become subject to any Options.


 


10.08. No Right to Continued
Service.  No person shall have any claim of right to be granted an Award under this Plan. Neither the Plan nor any
action taken hereunder shall be construed as giving any Participant any right to be retained in the service of the Company or any
of its Affiliates.


 


10.09. Awards Not Includable
for Benefit Purposes.  Payments received by a Participant pursuant to the provisions of the Plan shall not be included
in the determination of benefits under any pension, group insurance or other benefit plan applicable to the Participant which is
maintained by the Company or any of its Subsidiaries, except as expressly may be provided under the terms of such plans or determined
by the Board.


  



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10.10. Governing Law.  All
determinations made and actions taken pursuant to the Plan shall be governed by the laws of Delaware and construed in accordance
therewith.


 


10.11. No Strict Construction.  No
rule of strict construction shall be implied against the Company, the Committee, or any other person in the interpretation of any
of the terms of the Plan, any Award granted under the Plan or any rule or procedure established by the Committee.


 


10.12. Compliance with
Rule 16b-3.  It is intended that, unless the Committee determines otherwise, Awards under the Plan be eligible for
exemption under Rule 16b-3. The Board is authorized to amend the Plan and to make any such modifications to Award Agreements to
comply with Rule 16b-3, as it may be amended from time to time, and to make any other such amendments or modifications as it deems
necessary or appropriate to better accomplish the purposes of the Plan in light of any amendments made to Rule 16b-3.


 


10.13. Captions.  The
captions (i.e., all Section headings) used in the Plan are for convenience only, do not constitute a part of the Plan, and shall
not be deemed to limit, characterize or affect in any way any provisions of the Plan, and all provisions of the Plan shall be construed
as if no captions have been used in the Plan.


 


10.14. Severability.  Whenever
possible, each provision in the Plan and every Award at any time granted under the Plan shall be interpreted in such manner as
to be effective and valid under applicable law, but if any provision of the Plan or any Award at


any time granted under the Plan
shall be held to be prohibited by or invalid under applicable law, then (a) such provision shall be deemed amended to accomplish
the objectives of the provision as originally written to the fullest extent permitted by law and (b) all other provisions of the
Plan and every other Award at any time granted under the Plan shall remain in full force and effect.


 


10.15. Amendment and
Termination.


 


(a) Amendment.  The
Board shall have complete power and authority to amend the Plan at any time; provided, however, that the Board shall not, without
the requisite affirmative approval of stockholders of the Company, make any amendment that requires stockholder approval under
the Code or under any other applicable law or rule of any stock exchange which lists Common Stock or Company Voting Securities.
No termination or amendment of the Plan may, without the consent of the Participant to whom any Award shall theretofore have been
granted under the Plan, adversely affect the right of such individual under such Award.


 


(b) Termination.  The
Board shall have the right and the power to terminate the Plan at any time. No Award shall be granted under the Plan after the
termination of the Plan, but the termination of the Plan shall not have any other effect and any Award outstanding at the time
of the termination of the Plan may be exercised after termination of the Plan at any time prior to the expiration date of such
Award to the same extent such Award would have been exercisable had the Plan not terminated.


 


10.16. Foreign Qualified
Awards.  Awards under the Plan may be granted to such employees of the Company and its Subsidiaries who are residing
in foreign jurisdictions as the Committee in its sole discretion may determine from time to time. The Committee may adopt such
supplements to the Plan or subplans as may be necessary or appropriate to comply with the applicable laws of such foreign jurisdictions
and to afford Participants favorable treatment under such laws; provided, however, that no Award shall be granted under any such
supplement or subplan with terms or conditions inconsistent with the provision set forth in the Plan.


 


10.17. Dividend Equivalents.  For
any Award granted under the Plan, but not including any Option or Stock Appreciation Right, the Committee shall have the discretion,
upon the Date of Grant or thereafter, to establish a Dividend Equivalent Account with respect to the Award, and the applicable
Award Agreement or an amendment thereto shall confirm such establishment. If a Dividend Equivalent Account is established, the
following terms shall apply:


 


(a) Terms and Conditions.  Dividend
Equivalent Accounts shall be subject to such terms and conditions as the Committee shall determine and as shall be set forth in
the applicable Award Agreement. Such terms and conditions may include, without limitation, for the Participant’s Account to
be credited as of the record date of each cash dividend on the Common Stock with an amount equal to the cash


  



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dividends which would be
paid with respect to the number of shares of Common Stock then covered by the related Award if such shares of Common Stock had
been owned of record by the Participant on such record date.


 


(b) Unfunded Obligation.  Dividend
Equivalent Accounts shall be established and maintained only on the books and records of the Company and no assets or funds of
the Company shall be set aside, placed in trust, removed from the claims of the Company’s general creditors, or otherwise
made available until such amounts are actually payable as provided hereunder.


 


10.18 Adjustment of
Performance Goals and Targets.  Notwithstanding any provision of the Plan to the contrary, the Committee shall have
the authority to adjust any Performance Goal, performance target or other performance-based criteria established with respect to
any Award under the Plan if circumstances occur (including, but not limited to, unusual or nonrecurring events, changes in tax
laws or accounting principles or practices or changed business or economic conditions) that cause any such Performance Goal, performance
target or performance-based criteria to be inappropriate in the judgment of the Committee; provided, that with respect to any Award
that is intended to qualify for the “performance-based compensation” exception under Section 162(m) of the Code and the
regulations thereunder, any adjustment by the Committee shall be consistent with the requirements of Section 162(m) and the regulations
thereunder.


 


10.19 Legality of Issuance.  Notwithstanding
any provision of this Plan or any applicable Award Agreement to the contrary, the Committee shall have the sole discretion to impose
such conditions, restrictions and limitations (including suspending exercises of Options or Stock Appreciation Rights and the tolling
of any applicable exercise period during such suspension) on the issuance of Common Stock with respect to any Award unless and
until the Committee determines that such issuance complies with (i) any applicable registration requirements under the Securities
Act of 1933 or the Committee has determined that an exemption therefrom is available, (ii) any applicable listing requirement of
any stock exchange on which the Common Stock is listed, (iii) any applicable Company policy or administrative rules, and (iv) any
other applicable provision of state, federal or foreign law, including foreign securities laws where applicable.


 


10.20 Restrictions on
Transfer.  Regardless of whether the offering and sale of Common Stock under the Plan have been registered under
the Securities Act of 1933 or have been registered or qualified under the securities laws of any state, the Company may impose
restrictions upon the sale, pledge, or other transfer of such Common Stock (including the placement of appropriate legends on stock
certificates) if, in the judgment of the Company and its counsel, such restrictions are necessary or desirable to achieve compliance
with the provisions of the Securities Act of 1933, the securities laws of any state, the United States or any other applicable
foreign law.


 


10.21 Further Assurances.  As
a condition to receipt of any Award under the Plan, a Participant shall agree, upon demand of the Company, to do all acts and execute,
deliver and perform all additional documents, instruments and agreements which may be reasonably required by the Company, to implement
the provisions and purposes of the Plan.


 






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