TITAN PHARMACEUTICALS, INC.


 


2014 INCENTIVE PLAN


 




    	 



    	 



    







 








Table Of Contents










 


	 	Page
	 	 
	ARTICLE I PURPOSE	1
	 	 	 
	ARTICLE
    II DEFINITIONS	1
	 	 	 
	ARTICLE
    III EFFECTIVE DATE OF PLAN	7
	 	 	 
	ARTICLE
    IV ADMINISTRATION	7
	Section 4.1	Composition of Committee	7
	Section 4.2	Powers	7
	Section 4.3	Additional Powers	8
	Section 4.4	Committee Action	8
	 	 	 
	ARTICLE
    V STOCK SUBJECT TO PLAN AND LIMITATIONS THEREON	8
	Section 5.1	Stock Grant and Award Limits	8
	Section 5.2	Stock Offered	9
	 	 	 
	ARTICLE
    VI ELIGIBILITY FOR AWARDS; TERMINATION OF EMPLOYMENT, DIRECTOR STATUS OR CONSULTANT STATUS	9
	Section 6.1	Eligibility	9
	Section 6.2	Termination of Employment or Director Status	9
	Section 6.3	Termination of Consultant Status	10
	Section 6.4	Special Termination Rule	11
	Section 6.5	Termination for Cause	11
	 	 	 
	ARTICLE VII OPTIONS	11
	Section 7.1	Option Period	11
	Section 7.2	Limitations on Exercise of Option	11
	Section 7.3	Special Limitations on Incentive Stock Options	12
	Section 7.4	Option Agreement	12
	Section 7.5	Option Price and Payment	13
	Section 7.6	Stockholder Rights and Privileges	13
	Section 7.7	Options and Rights in Substitution for Stock Options Granted by Other Corporations	13
	Section 7.8	Prohibition Against Repricing	13
	 	 	 
	ARTICLE
    VIII RESTRICTED STOCK AWARDS	14
	Section 8.1	Restriction Period to be Established by Committee	14
	Section 8.2	Other Terms and Conditions	14
	Section 8.3	Payment for Restricted Stock	15
	Section 8.4	Restricted Stock Award Agreements	15
	 	 	 
	ARTICLE
    IX UNRESTRICTED STOCK AWARDS	15
	 	 	 
	ARTICLE
    X RESTRICTED STOCK UNIT AWARDS	15
	Section 10.1	Terms and Conditions	15
	Section 10.2	Payments	15


 




    	 



    	 



    

 











Table Of Contents (continued)


 
















		Page
	 	 
	ARTICLE
    XI PERFORMANCE UNIT AWARDS	16
	Section 11.1	Terms and Conditions	16
	Section 11.2	Payments	16
	 	 	 
	ARTICLE
    XII PERFORMANCE SHARE AWARDS	16
	Section 12.1	Terms and Conditions	16
	Section 12.2	Stockholder Rights and Privileges	16
	 	 	 
	ARTICLE
    XIII DISTRIBUTION EQUIVALENT RIGHTS	17
	Section 13.1	Terms and Conditions	17
	Section 13.2	Interest Equivalents	17
	 	 	 
	ARTICLE
    XIV STOCK APPRECIATION RIGHTS	17
	Section 14.1	Terms and Conditions	17
	Section 14.2	Tandem Stock Appreciation Rights	18
	 	 	 
	ARTICLE
    XV RECAPITALIZATION OR REORGANIZATION	19
	Section 15.1	Adjustments to Common Stock	19
	Section 15.2	Recapitalization	19
	Section 15.3	Other Events	19
	Section 15.4	Powers Not Affected	19
	Section 15.5	No Adjustment for Certain Awards	20
	 	 	 
	ARTICLE
    XVI AMENDMENT AND TERMINATION OF PLAN	20
	 	 	 
	ARTICLE
    XVII MISCELLANEOUS	20
	Section 17.1	No Right to Award	20
	Section 17.2	No Rights Conferred	21
	Section 17.3	Other Laws; No Fractional Shares; Withholding	21
	Section 17.4	No Restriction on Corporate Action	21
	Section 17.5	Restrictions on Transfer	22
	Section 17.6	Beneficiary Designations	22
	Section 17.7	Rule 16b-3	22
	Section 17.8	Section 162(m)	23
	Section 17.9	Section 409A	23
	Section 17.10	Indemnification	24
	Section 17.11	Other Plans	24
	Section 17.12	Limits of Liability	24
	Section 17.13	Governing Law	24
	Section 17.14	Severability of Provisions	24
	Section 17.15	No Funding	24
	Section 17.16	Headings	24
	Section 17.17	Terms of Award Agreements	24


  




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TITAN PHARMACEUTICALS, INC.

2014 INCENTIVE PLAN


 


ARTICLE
I

PURPOSE


 


The purpose of this
Titan Pharmaceuticals, Inc. 2014 Incentive Plan (the “Plan”) is to benefit the stockholders of Titan Pharmaceuticals,
Inc., a Delaware corporation (the “Company”), by assisting the Company to attract, retain and provide incentives
to key employees and directors of, and nonemployee consultants to, the Company and its Affiliates, and to align the interests of
such employees, directors and nonemployee consultants with those of the Company’s stockholders. Accordingly, the Plan provides
for the granting of Distribution Equivalent Rights, Incentive Stock Options, Non-Qualified Stock Options, Performance Share Awards,
Performance Unit Awards, Restricted Stock Awards, Restricted Stock Unit Awards, Stock Appreciation Rights, Tandem Stock Appreciation
Rights, Unrestricted Stock Awards or any combination of the foregoing, as may be best suited to the circumstances of the particular
Employee, Director or Consultant as provided herein.


 


ARTICLE
II

DEFINITIONS


 


The following definitions
shall be applicable throughout the Plan unless the context otherwise requires:


 


“Affiliate”
shall mean any corporation which, with respect to the Company, is a “subsidiary corporation” within the meaning of
Section 424(f) of the Code.


 


“Award”
shall mean, individually or collectively, any Distribution Equivalent Right, Option, Performance Share Award, Performance Unit
Award, Restricted Stock Award, Restricted Stock Unit Award, Stock Appreciation Right or Unrestricted Stock Award.


 


“Award Agreement”
shall mean a written agreement between the Company and the Holder with respect to an Award, setting forth the terms and conditions
of the Award, and each of which shall constitute a part of the Plan.


 


“Board”
shall mean the Board of Directors of the Company.


 




    	 



    	 



    

 


“Cause”
shall mean (i) if the Holder is a party to an employment or similar agreement with the Company or an Affiliate which agreement
defines “Cause” (or a similar term) therein, “Cause” shall have the same meaning as provided for
in such agreement, or (ii) for a Holder who is not a party to such an agreement, “Cause” shall mean termination
by the Company or an Affiliate of the employment (or other service relationship) of the Holder by reason of the Holder’s
(A) intentional failure to perform reasonably assigned duties, (B) dishonesty or willful misconduct in the performance of the Holder’s
duties, (C) involvement in a transaction which is materially adverse to the Company or an Affiliate, (D) breach of fiduciary duty
involving personal profit, (E) willful violation of any law, rule, regulation or court order (other than misdemeanor traffic violations
and misdemeanors not involving misuse or misappropriation of money or property), (F) commission of an act of fraud or intentional
misappropriation or conversion of any asset or opportunity of the Company or an Affiliate, or (G) material breach of any provision
of the Plan or the Holder’s Award Agreement or any other written agreement between the Holder and the Company or an Affiliate,
in each case as determined in good faith by the Board, the determination of which shall be final, conclusive and binding on all
parties.


  


“Change of
Control” shall mean (i) for a Holder who is a party to an employment or consulting agreement with the Company or an Affiliate
which agreement defines “Change of Control” (or a similar term) therein, “Change of Control” shall
have the same meaning as provided for in such agreement, or (ii) for a Holder who is not a party to such an agreement, “Change
of Control” shall mean the satisfaction of any one or more of the following conditions (and the “Change of Control”
shall be deemed to have occurred as of the first day that any one or more of the following conditions shall have been satisfied):


 


(a)          Any
person (as such term is used in paragraphs 13(d) and 14(d)(2) of the Exchange Act, hereinafter in this definition, “Person”),
other than the Company or an Affiliate or an employee benefit plan of the Company or an Affiliate, becomes the beneficial owner
(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than
fifty percent (50%) of the combined voting power of the Company’s then outstanding securities;


 


(b)          The
closing of a merger, consolidation or other business combination (a “Business Combination”) other than a Business
Combination in which holders of the Common Stock immediately prior to the Business Combination have substantially the same proportionate
ownership of common stock of the surviving corporation immediately after the Business Combination as immediately before;


 


(c)          The
closing of an agreement for the sale or disposition of all or substantially all of the Company’s assets to any entity that
is not an Affiliate;


 


(d)          The
approval by the holders of shares of Common Stock of a plan of complete liquidation of the Company other than a liquidation of
the Company into any subsidiary or a liquidation a result of which persons who were stockholders of the Company immediately prior
to such liquidation have substantially the same proportionate ownership of shares of common stock of the surviving corporation
immediately after such liquidation as immediately before; or


 


(e)          Within
any twenty-four (24) month period, the Incumbent Directors shall cease to constitute at least a majority of the Board or the board
of directors of any successor to the Company; provided, however, that any director elected to the Board, or nominated
for election, by a majority of the Incumbent Directors then still in office, shall be deemed to be an Incumbent Director for purposes
of this paragraph (e), but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result
of either an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of an individual, entity or “group” other than the Board (including,
but not limited to, any such assumption that results from paragraphs (a), (b), (c), or (d) of this definition).


 




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Notwithstanding the foregoing, a “Change
of Control” shall not be deemed to occur if the Company files for bankruptcy, liquidation or reorganization under the United
States Bankruptcy Code.


 


“Code”
shall mean the Internal Revenue Code of 1986, as amended. Reference in the Plan to any section of the Code shall be deemed to include
any amendments or successor provisions to any section and any regulation under such section.


 


“Committee”
shall mean a committee comprised of not less than three (3) members of the Board who are selected by the Board as provided in Section
4.1.


 


“Common Stock”
shall mean the common stock, par value $0.001 per share, of the Company.


 


“Company”
shall mean Titan Pharmaceuticals, Inc., a Delaware corporation, and any successor thereto.


 


“Consultant”
shall mean any non-Employee (individual or entity) advisor to the Company or an Affiliate who or which has contracted directly
with the Company or an Affiliate to render bona fide consulting or advisory services thereto.


 


“Director”
shall mean a member of the Board or a member of the board of directors of an Affiliate, in either case.


 


“Distribution
Equivalent Right” shall mean an Award granted under Article XIII of the Plan which entitles the Holder to receive bookkeeping
credits, cash payments and/or Common Stock distributions equal in amount to the distributions that would have been made to the
Holder had the Holder held a specified number of shares of Common Stock during the period the Holder held the Distribution Equivalent
Right.


 


“Distribution
Equivalent Right Award Agreement” shall mean a written agreement between the Company and a Holder with respect to a Distribution
Equivalent Right Award.


 


“Effective
Date” shall mean February 11, 2014.


 


“Employee”
shall mean any employee, including officers, of the Company or an Affiliate.


 


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


 




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“Fair
Market Value” shall mean, as determined consistent with the applicable requirements of Sections 409A and 422 of the
Code, as of any specified date, the closing price for such date (or, in the event that the Common Stock is not traded on such
date, on the immediately preceding trading date) on the Nasdaq Stock Market or a domestic or foreign national securities
exchange (including London’s Alternative Investment Market) on which the Common Stock may be listed, as reported in The
Wall Street Journal or The Financial Times. If the Common Stock is not listed on the Nasdaq Stock Market or on a national
securities exchange, but is quoted on the OTC Bulletin Board or by the National Quotation Bureau, the Fair Market Value of
the Common Stock shall be the mean of the high bid and low asked prices per share of the Common Stock for such date. If the
Common Stock is not quoted or listed as set forth above, Fair Market Value shall be determined by the Board in good faith
by any fair and reasonable means (which means, with respect to a particular Award grant, may be set forth with greater
specificity in the applicable Award Agreement). The Fair Market Value of property other than Common Stock shall be determined
by the Board in good faith by any fair and reasonable means, and consistent with the applicable requirements of Sections 409A
and 422 of the Code.


 


“Family Member”
shall mean any child, stepchild, grandchild, parent, stepparent, spouse, former spouse, sibling, niece, nephew, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships, any person sharing
the Holder’s household (other than a tenant or employee of the Holder), a trust in which such persons have more than fifty
percent (50%) of the beneficial interest, a foundation in which such persons (or the Holder) control the management of assets,
and any other entity in which such persons (or the Holder) own more than fifty percent (50%) of the voting interests.


 


“Holder”
shall mean an Employee, Director or Consultant who has been granted an Award or any such individual’s beneficiary, estate
or representative, to the extent applicable.


 


“Incentive
Stock Option” shall mean an Option which is intended by the Committee to constitute an “incentive stock option”
under Section 422 of the Code.


 


“Incumbent
Director” shall mean, with respect to any period of time specified under the Plan for purposes of determining whether
or not a Change of Control has occurred, the individuals who were members of the Board at the beginning of such period.


 


“Non-Qualified
Stock Option” shall mean an Option which is not an Incentive Stock Option.


 


“Option”
shall mean an Award granted under Article VII of the Plan of an option to purchase shares of Common Stock and includes both Incentive
Stock Options and Non-Qualified Stock Options.




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“Option Agreement”
shall mean a written agreement between the Company and a Holder with respect to an Option.


 


“Performance
Criteria” shall mean the criteria that the Committee selects for purposes of establishing the Performance Goal(s) for
a Holder for a Performance Period.


 


“Performance
Goals” shall mean, for a Performance Period, the written goal or goals established by the Committee for the Performance
Period based upon the Performance Criteria.


 


“Performance
Period” shall mean one or more periods of time, which may be of varying and overlapping durations, selected by the Committee,
over which the attainment of one or more Performance Goals or other business objectives shall be measured for purposes of determining
a Holder’s right to, and the payment of, a Qualified Performance-Based Award.


 


“Performance
Share Award” shall mean an Award granted under Article XII of the Plan under which, upon the satisfaction of predetermined
individual and/or Company (and/or Affiliate) performance goals and/or objectives, shares of Common Stock are paid to the Holder.


 


“Performance
Share Award Agreement” shall mean a written agreement between the Company and a Holder with respect to a Performance
Share Award.


 


“Performance
Unit” shall mean a Unit awarded to a Holder pursuant to a Performance Unit Award.


 


“Performance
Unit Award” shall mean an Award granted under Article XI of the Plan under which, upon the satisfaction of predetermined
individual and/or Company (and/or Affiliate) performance goals and/or objectives, a cash payment shall be made to the Holder, based
on the number of Units awarded to the Holder.


 


“Performance
Unit Award Agreement” shall mean a written agreement between the Company and a Holder with respect to a Performance Unit
Award.


 


“Plan”
shall mean this Titan Pharmaceuticals, Inc. 2014 Incentive Plan, as amended from time to time, together with each of the Award
Agreements utilized hereunder.


 


“Qualified
Performance-Based Award” shall mean an Award intended to qualify as “performance-based” compensation under
Section 162(m) of the Code.


 


“Restricted
Stock Award” shall mean an Award granted under Article VIII of the Plan of shares of Common Stock, the transferability
of which by the Holder shall be subject to Restrictions.


 


“Restricted
Stock Award Agreement” shall mean a written agreement between the Company and a Holder with respect to a Restricted Stock
Award.




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“Restricted
Stock Unit Award” shall mean an Award granted under Article X of the Plan under which, upon the satisfaction of predetermined
individual service-related vesting requirements, a cash payment shall be made to the Holder, based on the number of Units awarded
to the Holder.


 


“Restricted
Stock Unit Award Agreement” shall mean a written agreement between the Company and a Holder with respect to a Restricted
Stock Unit Award.


  


“Restriction
Period” shall mean the period of time for which shares of Common Stock subject to a Restricted Stock Award shall be subject
to Restrictions, as set forth in the applicable Restricted Stock Award Agreement.


 


“Restrictions”
shall mean forfeiture, transfer and/or other restrictions applicable to shares of Common Stock awarded to an Employee, Director
or Consultant under the Plan pursuant to a Restricted Stock Award and set forth in a Restricted Stock Award Agreement.


 


“Rule 16b-3”
shall mean Rule 16b-3 promulgated by the Securities and Exchange Commission under the Exchange Act, as such may be amended from
time to time, and any successor rule, regulation or statute fulfilling the same or a substantially similar function.


 


“Stock Appreciation
Right” shall mean an Award granted under Article XIV of the Plan of a right, granted alone or in connection with a related
Option, to receive a payment on the date of exercise.


 


“Stock Appreciation
Right Award Agreement” shall mean a written agreement between the Company and a Holder with respect to a Stock Appreciation
Right.


 


“Tandem Stock
Appreciation Right” shall mean a Stock Appreciation Right granted in connection with a related Option, the exercise of
which shall result in termination of the otherwise entitlement to purchase some or all of the shares of Common Stock under the
related Option, all as set forth in Section 14.2.


 


“Ten Percent
Stockholder” shall mean an Employee who, at the time an Incentive Stock Option is granted to him or her, owns stock possessing
more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of any parent corporation
or subsidiary corporation thereof (both as defined in Section 424 of the Code), within the meaning of Section 422(b)(6) of the
Code.


 


“Total and
Permanent Disability” shall mean the inability to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last
for a continuous period of not less than twelve (12) months, all as described in Section 22(e)(3) of the Code.


 


“Units”
shall mean bookkeeping units, each of which represents such monetary amount as shall be designated by the Committee in each Performance
Unit Award Agreement, or represents one (1) share of Common Stock for purposes of each Restricted Stock Unit Award.


 




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“Unrestricted
Stock Award” shall mean an Award granted under Article IX of the Plan of shares of Common Stock which are not subject
to Restrictions.


 


“Unrestricted
Stock Award Agreement” shall mean a written agreement between the Company and a Holder with respect to an Unrestricted
Stock Award.


 


ARTICLE
III

EFFECTIVE DATE OF PLAN


 


The Plan shall be effective
as of the Effective Date.


 


ARTICLE
IV

ADMINISTRATION


 


Section 4.1           Composition
of Committee. The Plan shall be administered by the Committee, which shall be appointed by the Board. At any time that the
Common Stock is registered under Section 12 of the Exchange Act, the Committee shall consist solely of three (3) or more Directors
who are each (i) “outside directors” within the meaning of Section 162(m) of the Code (“Outside Directors”),
(ii) “non-employee directors” within the meaning of Rule 16b-3 (“Non-Employee Directors”) and (iii)
“independent” for purposes of any applicable listing requirements; provided, however, that the Board
or the Committee may delegate to a committee of one or more members of the Board who are not (x) Outside Directors, the authority
to grant Awards to eligible persons who are not (A) then “covered employees” within the meaning of Section 162(m) of
the Code and are not expected to be “covered employees” at the time of recognition of income resulting from such Award,
or (B) persons with respect to whom the Company wishes to comply with the requirements of Section 162(m) of the Code, and/or (y)
Non-Employee Directors, the authority to grant Awards to eligible persons who are not then subject to the requirements of Section
16 of the Exchange Act. If a member of the Committee shall be eligible to receive an Award under the Plan, such Committee member
shall have no authority hereunder with respect to his or her own Award.


 


Section 4.2           Powers.
Subject to the provisions of the Plan, the Committee shall have the sole
authority, in its discretion, to make all determinations under the Plan, including but not limited to determining which Employees,
Directors or Consultants shall receive an Award, the time or times when an Award shall be made (the date of grant of an Award shall
be the date on which the Award is awarded by the Committee), what type of Award shall be granted, the term of an Award, the date
or dates on which an Award vests (including acceleration of vesting), the form of any payment to be made pursuant to an Award,
the terms and conditions of an Award (including the forfeiture of the Award (and/or any financial gain) if the Holder of the Award
violates any applicable restrictive covenant thereof), the Restrictions under a Restricted Stock Award and the number of shares
of Common Stock which may be issued under an Award, all as applicable. In making such determinations the Committee may take into
account the nature of the services rendered by the respective Employees, Directors and Consultants, their present and potential
contribution to the Company’s (or the Affiliate’s) success and such other factors as the Committee in its discretion
shall deem relevant.




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Section 4.3           Additional
Powers. The Committee shall have such additional powers as are delegated to it under the other provisions of the Plan. Subject
to the express provisions of the Plan, the Committee is authorized to construe the Plan and the respective Award Agreements executed
hereunder, to prescribe such rules and regulations relating to the Plan as it may deem advisable to carry out the intent of the
Plan, and to determine the terms, restrictions and provisions of each Award, including such terms, restrictions and provisions
as shall be requisite in the judgment of the Committee to cause designated Options to qualify as Incentive Stock Options, and to
make all other determinations necessary or advisable for administering the Plan. The Committee may correct any defect or supply
any omission or reconcile any inconsistency in any Award Agreement in the manner and to the extent it shall deem expedient to carry
it into effect. The determinations of the Committee on the matters referred to in this Article IV shall be conclusive and binding
on the Company and all Holders.


 


Section 4.4           Committee
Action. In the absence of specific rules to the contrary, action by the Committee shall require the consent of a majority of
the members of the Committee, expressed either orally at a meeting of the Committee or in writing in the absence of a meeting.
No member of the Committee shall have any liability for any good faith action, inaction or determination in connection with the
Plan.


 


ARTICLE
V

STOCK SUBJECT TO PLAN AND LIMITATIONS THEREON


 


Section 5.1           Stock
Grant and Award Limits. The Committee may from time to time grant Awards to one or more Employees, Directors and/or Consultants
determined by it to be eligible for participation in the Plan in accordance with the provisions of Article VI. Subject to Article
XV, the aggregate number of shares of Common Stock that may be issued under the Plan shall not exceed two million five hundred
thousand (2,500,000) shares. Shares shall be deemed to have been issued under the Plan solely to the extent actually issued and
delivered pursuant to an Award. To the extent that an Award lapses, expires, is canceled, is terminated unexercised or ceases to
be exercisable for any reason, or the rights of its Holder terminate, any shares of Common Stock subject to such Award shall again
be available for the grant of a new Award. Notwithstanding any provision in the Plan to the contrary, the maximum number of shares
of Common Stock that may be subject to Awards of Options under Article VII and/or Stock Appreciation Rights under Article XIV,
in either or both cases granted to any one Employee during any calendar year, shall be five hundred thousand (500,000) shares (subject
to adjustment in the same manner as provided in Article XV with respect to shares of Common Stock subject to Awards then outstanding).
The limitation set forth in the preceding sentence shall be applied in a manner which shall permit compensation generated in connection
with the exercise of Options or Stock Appreciation Rights to constitute “performance-based” compensation for purposes
of Section 162(m) of the Code, including, but not limited to, counting against such maximum number of shares, to the extent required
under Section 162(m) of the Code, any shares subject to Options or Stock Appreciation Rights that are canceled or repriced.


 




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Section 5.2           Stock
Offered. The stock to be offered pursuant to the grant of an Award may be authorized but unissued Common Stock, Common Stock
purchased on the open market or Common Stock previously issued and outstanding and reacquired by the Company.


 


ARTICLE
VI

ELIGIBILITY FOR AWARDS; TERMINATION OF

EMPLOYMENT, DIRECTOR STATUS OR CONSULTANT STATUS


 


Section 6.1           Eligibility.
Awards made under the Plan may be granted solely to persons or entities who, at the time of grant, are Employees, Directors or
Consultants. An Award may be granted on more than one occasion to the same Employee, Director or Consultant, and, subject to the
limitations set forth in the Plan, such Award may include, a Non-Qualified Stock Option, a Restricted Stock Award, an Unrestricted
Stock Award, a Distribution Equivalent Right Award, a Performance Stock Award, a Performance Unit Award, a Stock Appreciation Right,
a Tandem Stock Appreciation Right, any combination thereof or, solely for Employees, an Incentive Stock Option.


 


Section 6.2           Termination
of Employment or Director Status. Except to the extent inconsistent with the terms of the applicable Award Agreement and/or
the provisions of Section 6.4 or 6.5, and except as the Committee, in its sole discretion and consistent with Section 409A of the
Code, may determine otherwise, the following terms and conditions shall apply with respect to the termination of a Holder’s
employment with, or status as a Director of, the Company or an Affiliate, as applicable, for any reason, including, without limitation,
Total and Permanent Disability or death:


 


(a)          The
Holder’s rights, if any, to exercise any then exercisable Incentive Stock Options, Non-Qualified Stock Options and/or Stock
Appreciation Rights, as applicable, shall terminate:


 


(i)          If
such termination is for a reason other than the Holder’s Total and Permanent Disability or death, three (3) months after
the date of such termination of employment or after the date of such termination of Director status;


 


(ii)         If
such termination is on account of the Holder’s Total and Permanent Disability, one (1) year after the date of such termination
of employment or Director status; or


 


(iii)        If
such termination is on account of the Holder’s death, one (1) year after the date of the Holder’s death.


 


Upon such applicable date the Holder (and
such Holder’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in or with
respect to any such Incentive Stock Options, Non-Qualified Stock Options and Stock Appreciation Rights.


 




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(b)          If
a Holder’s employment with, or status as a Director of, the Company or an Affiliate, as applicable, terminates for any reason
prior to the actual or deemed satisfaction and/or lapse of the Restrictions, vesting requirements, terms and conditions applicable
to a Restricted Stock Award and/or Restricted Stock Unit Award, such Restricted Stock and/or Restricted Stock Units shall immediately
be canceled, and the Holder (and such Holder’s estate, designated beneficiary or other legal representative) shall forfeit
any rights or interests in and with respect to any such Restricted Stock and/or Restricted Stock Units. The immediately preceding
sentence to the contrary notwithstanding, the Committee, in its sole discretion, may determine, prior to or within thirty (30)
days after the date of such termination of employment or Director status, that all or a portion of any such Holder’s Restricted
Stock and/or Restricted Stock Units shall not be so canceled and forfeited.


 


Section 6.3           Termination
of Consultant Status. Except to the extent inconsistent with the terms of the applicable Award Agreement and/or the provisions
of Section 6.4 or 6.5, the following terms and conditions shall apply with respect to the termination of a Holder’s status
as a Consultant, for any reason:


 


(a)          The
Holder’s rights, if any, to exercise any then exercisable Non-Qualified Stock Options and/or Stock Appreciation Rights shall
terminate:


 


(i)          If
such termination is for a reason other than the Holder’s death, three (3) months after the date of such termination; or


 


(ii)         If
such termination is on account of the Holder’s death, one (1) year after the date of the Holder’s death.


 


(b)          If
the status of a Holder as a Consultant terminates for any reason prior to the actual or deemed satisfaction and/or lapse of the
Restrictions, vesting requirements, terms and conditions applicable to a Restricted Stock Award and/or Restricted Stock Unit Award,
such Restricted Stock and/or Restricted Stock Units shall immediately be canceled, and the Holder (and such Holder’s estate,
designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to any such Restricted
Stock and/or Restricted Stock Units. The immediately preceding sentence to the contrary notwithstanding, the Committee, in its
sole discretion, may determine, prior to or within thirty (30) days after the date of such termination of such a Holder’s
status as a Consultant, that all or a portion of any such Holder’s Restricted Stock and/or Restricted Stock Units shall not
be so canceled and forfeited.


 




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Section 6.4           Special
Termination Rule. Except to the extent inconsistent with the terms of the applicable Award Agreement, and notwithstanding anything
to the contrary contained in this Article VI, if a Holder’s employment with, or status as a Director of, the Company or an
Affiliate shall terminate, and if, within ninety (90) days of such termination, such Holder shall become a Consultant, such Holder’s
rights with respect to any Award or portion thereof granted thereto prior to the date of such termination may be preserved, if
and to the extent determined by the Committee in its sole discretion, as if such Holder had been a Consultant for the entire period
during which such Award or portion thereof had been outstanding. Should the Committee effect such determination with respect to
such Holder, for all purposes of the Plan, such Holder shall not be treated as if his or her employment or Director status had
terminated until such time as his or her Consultant status shall terminate, in which case his or her Award, as it may have been
reduced in connection with the Holder’s becoming a Consultant, shall be treated pursuant to the provisions of Section 6.3;
provided, however, that any such Award which is intended to be an Incentive Stock Option shall, upon the Holder’s
no longer being an Employee, automatically convert to a Non-Qualified Stock Option. Should a Holder’s status as a Consultant
terminate, and if, within ninety (90) days of such termination, such Holder shall become an Employee or a Director, such Holder’s
rights with respect to any Award or portion thereof granted thereto prior to the date of such termination may be preserved, if
and to the extent determined by the Committee in its sole discretion, as if such Holder had been an Employee or a Director, as
applicable, for the entire period during which such Award or portion thereof had been outstanding, and, should the Committee effect
such determination with respect to such Holder, for all purposes of the Plan, such Holder shall not be treated as if his or her
Consultant status had terminated until such time as his or her employment with the Company or an Affiliate, or his or her Director
status, as applicable, shall terminate, in which case his or her Award shall be treated pursuant to the provisions of Section 6.2.


 


Section 6.5           Termination
for Cause. Notwithstanding anything in this Article VI or elsewhere in the Plan to the contrary, and unless a Holder’s
Award Agreement specifically provides otherwise, should a Holder’s employment, Director status or engagement as a Consultant
with or for the Company or an Affiliate be terminated by the Company or Affiliate for Cause, all of such Holder’s then outstanding
Awards shall expire immediately and be forfeited in their entirety upon such termination.


 


ARTICLE
VII

OPTIONS


 


Section 7.1           Option
Period. The term of each Option shall be as specified in the Option Agreement; provided, however, that except
as set forth in Section 7.3, no Option shall be exercisable after the expiration of ten (10) years from the date of its grant.


 


Section 7.2           Limitations
on Exercise of Option. An Option shall be exercisable in whole or in such installments and at such times as specified in the
Option Agreement.


 




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Section 7.3           Special
Limitations on Incentive Stock Options. To the extent that the aggregate Fair Market Value (determined at the time the respective
Incentive Stock Option is granted) of Common Stock with respect to which Incentive Stock Options are exercisable for the first
time by an individual during any calendar year under all plans of the Company and any parent corporation or subsidiary corporation
thereof (both as defined in Section 424 of the Code) which provide for the grant of Incentive Stock Options exceeds One Hundred
Thousand Dollars ($100,000) (or such other individual limit as may be in effect under the Code on the date of grant), the portion
of such Incentive Stock Options that exceeds such threshold shall be treated as Non-Qualified Stock Options. The Committee shall
determine, in accordance with applicable provisions of the Code, Treasury Regulations and other administrative pronouncements,
which of a Holder’s Options, which were intended by the Committee to be Incentive Stock Options when granted to the Holder,
will not constitute Incentive Stock Options because of such limitation, and shall notify the Holder of such determination as soon
as practicable after such determination. No Incentive Stock Option shall be granted to an Employee if, at the time the Incentive
Stock Option is granted, such Employee is a Ten Percent Stockholder, unless (i) at the time such Incentive Stock Option is granted
the Option price is at least one hundred ten percent (110 %) of the Fair Market Value of the Common Stock subject to the Incentive
Stock Option, and (ii) such Incentive Stock Option by its terms is not exercisable after the expiration of five (5) years from
the date of grant. No Incentive Stock Option shall be granted more than ten (10) years from the date on which the Plan is approved
by the Company’s stockholders. The designation by the Committee of an Option as an Incentive Stock Option shall not guarantee
the Holder that the Option will satisfy the applicable requirements for “incentive stock option” status under Section
422 of the Code.


 


Section 7.4           Option
Agreement. Each Option shall be evidenced by an Option Agreement in such form and containing such provisions not inconsistent
with the provisions of the Plan as the Committee from time to time shall approve, including, but not limited to, provisions intended
to qualify an Option as an Incentive Stock Option. An Option Agreement may provide for the payment of the Option price, in whole
or in part, by the delivery of a number of shares of Common Stock (plus cash if necessary) that have been owned by the Holder for
at least six (6) months and having a Fair Market Value equal to such Option price, or such other forms or methods as the Committee
may determine from time to time, in each case, subject to such rules and regulations as may be adopted by the Committee. Each Option
Agreement shall, solely to the extent inconsistent with the provisions of Sections 6.2, 6.3, 6.4 and 6.5, as applicable, specify
the effect of termination of employment, Director status or Consultant status on the exercisability of the Option. Moreover, without
limited the generality of the foregoing, an Option Agreement may provide for a “cashless exercise” of the Option, in
whole or in part, by (a) establishing procedures whereby the Holder, by a properly-executed written notice, directs (i) an immediate
market sale or margin loan as to all or a part of the shares of Common Stock to which he is entitled to receive upon exercise of
the Option, pursuant to an extension of credit by the Company to the Holder of the Option price, (ii) the delivery of the shares
of Common Stock from the Company directly to a brokerage firm and (iii) the delivery of the Option price from sale or margin loan
proceeds from the brokerage firm directly to the Company, or (b) reducing the number of shares of Common Stock to be issued upon
exercise of the Option by the number of such shares having an aggregate Fair Market Value equal to the Option price (or portion
thereof to be so paid) as of the date of the Option’s exercise. Each Option Agreement shall, solely to the extent inconsistent
with the provisions of Sections 6.2, 6.3, 6.4 and 6.5, as applicable, specify the effect of the termination of the Holder’s
employment, Director status or Consultant status on the exercisability of the Option. An Option Agreement may also include provisions
relating to (i) subject to the provisions hereof, accelerated vesting of Options, including but not limited to upon the occurrence
of a Change of Control, (ii) tax matters (including provisions covering any applicable Employee wage withholding requirements and
requiring additional “gross-up” payments to Holders to meet any excise taxes or other additional income tax liability
imposed as a result of a payment made upon a Change of Control resulting from the operation of the Plan or of such Option Agreement)
and (iii) any other matters not inconsistent with the terms and provisions of the Plan that the Committee shall in its sole discretion
determine. The terms and conditions of the respective Option Agreements need not be identical.


 




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Section 7.5           Option
Price and Payment. The price at which a share of Common Stock may be purchased upon exercise of an Option shall be determined
by the Committee; provided, however, that such Option price (i) shall not be less than the Fair Market Value of a
share of Common Stock on the date such Option is granted, and (ii) shall be subject to adjustment as provided in Article XV. The
Option or portion thereof may be exercised by delivery of an irrevocable notice of exercise to the Company. The Option price for
the Option or portion thereof shall be paid in full in the manner prescribed by the Committee as set forth in the Plan and the
applicable Option Agreement, which manner, with the consent of the Committee, may include the withholding of shares of Common Stock
otherwise issuable in connection with the exercise of the Option, for purposes of Section 7.4(b). Separate stock certificates shall
be issued by the Company for those shares of Common Stock acquired pursuant to the exercise of an Incentive Stock Option and for
those shares of Common Stock acquired pursuant to the exercise of a Non-Qualified Stock Option.


 


Section 7.6           Stockholder
Rights and Privileges. The Holder of an Option shall be entitled to all the privileges and rights of a stockholder of the Company
solely with respect to such shares of Common Stock as have been purchased under the Option and for which certificates of stock
have been registered in the Holder’s name.


 


Section 7.7           Options
and Rights in Substitution for Stock Options Granted by Other Corporations. Options may be granted under the Plan from time
to time in substitution for stock options held by individuals employed by entities who become Employees as a result of a merger
or consolidation of the employing entity with the Company or any Affiliate, or the acquisition by the Company or an Affiliate of
the assets of the employing entity, or the acquisition by the Company or an Affiliate of stock of the employing entity with the
result that such employing entity becomes an Affiliate.


 


Section 7.8           Prohibition
Against Repricing. At any time that the Common Stock is registered under Section 12 of the Exchange Act, the Committee shall
not have the power or authority to reduce, whether through amendment or otherwise, the exercise price under any outstanding Option
or Stock Appreciation right, or to grant any new Award or make any payment of cash in substitution for or upon the cancellation
of Options and/or Stock Appreciation Rights previously granted except to the extent (i) approved in advance by holders of a majority
of the shares of the Company entitled to vote generally in the election of directors, excluding any shares of the Company voted
by any Holder, or (ii) as a result of any Change of Control or any adjustment as provided in Article XV.


 




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ARTICLE
VIII

RESTRICTED STOCK AWARDS


 


Section 8.1           Restriction
Period to be Established by Committee. At the time a Restricted Stock Award is made, the Committee shall establish the Restriction
Period applicable to such Award. Each Restricted Stock Award may have a different Restriction Period, in the discretion of the
Committee. The Restriction Period applicable to a particular Restricted Stock Award shall not be changed except as permitted by
Section 8.2.


 


Section 8.2           Other
Terms and Conditions. Common Stock awarded pursuant to a Restricted Stock Award shall be represented by a stock certificate
registered in the name of the Holder of such Restricted Stock Award. If provided for under the Restricted Stock Award Agreement,
the Holder shall have the right to vote Common Stock subject thereto and to enjoy all other stockholder rights, including the entitlement
to receive dividends on the Common Stock during the Restriction Period, except that (i) the Holder shall not be entitled to delivery
of the stock certificate until the Restriction Period shall have expired, (ii) the Company shall retain custody of the stock certificate
during the Restriction Period (with a stock power endorsed by the Holder in blank), (iii) the Holder may not sell, transfer, pledge,
exchange, hypothecate or otherwise dispose of the Common Stock during the Restriction Period and (iv) a breach of the terms and
conditions established by the Committee pursuant to the Restricted Stock Award Agreement shall cause a forfeiture of the Restricted
Stock Award. At the time of such Award, the Committee may, in its sole discretion, prescribe additional terms and conditions or
restrictions relating to Restricted Stock Awards, including, but not limited to, rules pertaining to the effect of termination
of employment, Director status or Consultant status prior to expiration of the Restriction Period. Such additional terms, conditions
or restrictions shall, to the extent inconsistent with the provisions of Sections 6.2, 6.3 and 6.4, as applicable, be set forth
in a Restricted Stock Award Agreement made in conjunction with the Award. Such Restricted Stock Award Agreement may also include
provisions relating to (i) subject to the provisions hereof, accelerated vesting of Awards, including but not limited to accelerated
vesting upon the occurrence of a Change of Control, (ii) tax matters (including provisions covering any applicable Employee wage
withholding requirements and requiring additional “gross-up” payments to Holders to meet any excise taxes or other
additional income tax liability imposed as a result of a payment made in connection with a Change of Control resulting from the
operation of the Plan or of such Restricted Stock Award Agreement) and (iii) any other matters not inconsistent with the terms
and provisions of the Plan that the Committee shall in its sole discretion determine. The terms and conditions of the respective
Restricted Stock Agreements need not be identical. All shares of Common Stock delivered to a Holder as part of a Restricted Stock
Award shall be delivered and reported by the Company or the Affiliate, as applicable, to the Holder by no later than by the fifteenth
(15th) day of the third (3rd) calendar month next following the end of the Company’s fiscal year in
which the Holder’s entitlement to such shares becomes vested.


 




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Section 8.3           Payment
for Restricted Stock. The Committee shall determine the amount and form of any payment from a Holder for Common Stock received
pursuant to a Restricted Stock Award, if any, provided that in the absence of such a determination, a Holder shall not be required
to make any payment for Common Stock received pursuant to a Restricted Stock Award, except to the extent otherwise required by
law.


 


Section 8.4           Restricted
Stock Award Agreements. At the time any Award is made under this Article VIII, the Company and the Holder shall enter into
a Restricted Stock Award Agreement setting forth each of the matters contemplated hereby and such other matters as the Committee
may determine to be appropriate.


 


ARTICLE
IX

UNRESTRICTED STOCK AWARDS


 


Pursuant to the terms
of the applicable Unrestricted Stock Award Agreement, a Holder may be awarded (or sold) shares of Common Stock which are not subject
to Restrictions, in consideration for past services rendered thereby to the Company or an Affiliate or for other valid consideration.


 


ARTICLE
X

RESTRICTED STOCK UNIT AWARDS


 


Section 10.1         Terms
and Conditions. The Committee shall set forth in the applicable Restricted Stock Unit Award Agreement the individual service-based
vesting requirement which the Holder would be required to satisfy before the Holder would become entitled to payment pursuant to
Section 10.2 and the number of Units awarded to the Holder. Such payment shall be subject to a “substantial risk of forfeiture”
under Section 409A of the Code. At the time of such Award, the Committee may, in its sole discretion, prescribe additional terms
and conditions or restrictions relating to Restricted Stock Unit Awards, including, but not limited to, rules pertaining to the
effect of termination of employment, Director status or Consultant status prior to expiration of the applicable vesting period.
The terms and conditions of the respective Restricted Stock Unit Award Agreements need not be identical.


 


Section 10.2         Payments.
The Holder of a Restricted Stock Unit shall be entitled to receive a cash payment equal to the Fair Market Value of a share of
Common Stock, or one (1) share of Common Stock, as determined in the sole discretion of the Committee and as set forth in the Restricted
Stock Unit Award Agreement, for each Restricted Stock Unit subject to such Restricted Stock Unit Award, if the Holder satisfies
the applicable vesting requirement. Such payment shall be made no later than by the fifteenth (15th) day of the third
(3rd) calendar month next following the end of the calendar year in which the Restricted Stock Unit first becomes vested.


 




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ARTICLE
XI

PERFORMANCE UNIT AWARDS


 


Section 11.1         Terms
and Conditions. The Committee shall set forth in the applicable Performance Unit Award Agreement the performance goals and
objectives (and the period of time to which such goals and objectives shall apply) which the Holder and/or the Company would be
required to satisfy before the Holder would become entitled to payment pursuant to Section 11.2, the number of Units awarded to
the Holder and the dollar value assigned to each such Unit. Such payment shall be subject to a “substantial risk of forfeiture”
under Section 409A of the Code. At the time of such Award, the Committee may, in its sole discretion, prescribe additional terms
and conditions or restrictions relating to Performance Unit Awards, including, but not limited to, rules pertaining to the effect
of termination of employment, Director status or Consultant status prior to expiration of the applicable performance period. The
terms and conditions of the respective Performance Unit Award Agreements need not be identical.


 


Section 11.2         Payments.
The Holder of a Performance Unit shall be entitled to receive a cash payment equal to the dollar value assigned to such Unit under
the applicable Performance Unit Award Agreement if the Holder and/or the Company satisfy (or partially satisfy, if applicable under
the applicable Performance Unit Award Agreement) the performance goals and objectives set forth in such Performance Unit Award
Agreement. If achieved, such payment shall be made no later than by the fifteenth (15th) day of the third (3rd)
calendar month next following the end of the Company’s fiscal year to which such performance goals and objectives relate.


 


ARTICLE
XII

PERFORMANCE SHARE AWARDS


 


Section 12.1         Terms
and Conditions. The Committee shall set forth in the applicable Performance Share Award Agreement the performance goals and
objectives (and the period of time to which such goals and objectives shall apply) which the Holder and/or the Company would be
required to satisfy before the Holder would become entitled to the receipt of shares of Common Stock pursuant to such Holder’s
Performance Share Award and the number of shares of Common Stock subject to such Performance Share Award. Such payment shall be
subject to a “substantial risk of forfeiture” under Section 409A of the Code and, if such goals and objectives are
achieved, the distribution of such Common Shares shall be made no later than by the fifteenth (15th) day of the third
(3rd) calendar month next following the end of the Company’s fiscal year to which such goals and objectives relate.
At the time of such Award, the Committee may, in its sole discretion, prescribe additional terms and conditions or restrictions
relating to Performance Share Awards, including, but not limited to, rules pertaining to the effect of termination of the Holder’s
employment, Director status or Consultant status prior to the expiration of the applicable performance period. The terms and conditions
of the respective Performance Share Award Agreements need not be identical.


 


Section 12.2         Stockholder
Rights and Privileges. The Holder of a Performance Share Award shall have no rights as a stockholder of the Company until such
time, if any, as the Holder actually receives shares of Common Stock pursuant to the Performance Share Award.


 




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ARTICLE
XIII

DISTRIBUTION EQUIVALENT RIGHTS


 


Section 13.1         Terms
and Conditions. The Committee shall set forth in the applicable Distribution Equivalent Rights Award Agreement the terms and
conditions applicable to such Award, including whether the Holder is to receive credits currently in cash, is to have such credits
reinvested (at Fair Market Value determined as of the date of reinvestment) in additional shares of Common Stock or is to be entitled
to choose among such alternatives. Such receipt shall be subject to a “substantial risk of forfeiture” under Section
409A of the Code and, if such Award becomes vested, the distribution of such cash or shares of Common Stock shall be made no later
than by the fifteenth (15th) day of the third (3rd) calendar month next following the end of the Company’s
fiscal year in which the Holder’s interest in the Award vests. Distribution Equivalent Rights Awards may be settled in cash
or in shares of Common Stock, as set forth in the applicable Distribution Equivalent Rights Award Agreement. A Distribution Equivalent
Rights Award may, but need not be, awarded in tandem with another Award, whereby, if so awarded, such Distribution Equivalent Rights
Award shall expire, terminate or be forfeited by the Holder, as applicable, under the same conditions as under such other Award.


 


Section 13.2         Interest
Equivalents. The Distribution Equivalent Rights Award Agreement for a Distribution Equivalent Rights Award may provide for
the crediting of interest on a Distribution Rights Award to be settled in cash at a future date (but in no event later than by
the fifteenth (15th) day of the third (3rd) calendar month next following the end of the Company’s
fiscal year in which such interest was credited), at a rate set forth in the applicable Distribution Equivalent Rights Award Agreement,
on the amount of cash payable thereunder.


 


ARTICLE
XIV

STOCK APPRECIATION RIGHTS


 


Section 14.1         Terms
and Conditions. The Committee shall set forth in the applicable Stock Appreciation Right Award Agreement the terms and conditions
of the Stock Appreciation Right, including (i) the base value (the “Base Value”) for the Stock Appreciation
Right, which for purposes of a Stock Appreciation Right which is not a Tandem Stock Appreciation Right, shall be not less than
the Fair Market Value of a share of the Common Stock on the date of grant of the Stock Appreciation Right, (ii) the number of shares
of Common Stock subject to the Stock Appreciation Right, (iii) the period during which the Stock Appreciation Right may be exercised;
provided, however, that no Stock Appreciation Right shall be exercisable after the expiration of ten (10) years from
the date of its grant, and (iv) any other special rules and/or requirements which the Committee imposes upon the Stock Appreciation
Right. Upon the exercise of some or all of a Stock Appreciation Right, the Holder shall receive a payment from the Company, in
cash or in the form of shares of Common Stock having an equivalent Fair Market Value or in a combination of both, as determined
in the sole discretion of the Committee, equal to the product of:


 




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(a)          The
excess of (i) the Fair Market Value of a share of the Common Stock on the date of exercise, over (ii) the Base Value, multiplied
by;


 


(b)          The
number of shares of Common Stock with respect to which the Stock Appreciation Right is exercised.


 


Section 14.2         Tandem
Stock Appreciation Rights. If the Committee grants a Stock Appreciation Right which is intended to be a Tandem Stock Appreciation
Right, the Tandem Stock Appreciation Right shall be granted at the same time as the related Option, and the following special rules
shall apply:


 


(a)          The
Base Value shall be equal to or greater than the per share exercise price under the related Option;


 


(b)          The
Tandem Stock Appreciation Right may be exercised for all or part of the shares of Common Stock which are subject to the related
Option, but solely upon the surrender by the Holder of the Holder’s right to exercise the equivalent portion of the related
Option (and when a share of Common Stock is purchased under the related Option, an equivalent portion of the related Tandem Stock
Appreciation Right shall be cancelled);


 


(c)          The
Tandem Stock Appreciation Right shall expire no later than the date of the expiration of the related Option;


 


(d)          The
value of the payment with respect to the Tandem Stock Appreciation Right may be no more than one hundred percent (100%) of the
difference between the per share exercise price under the related Option and the Fair Market Value of the shares of Common Stock
subject to the related Option at the time the Tandem Stock Appreciation Right is exercised, multiplied by the number of shares
of Common Stock with respect to which the Tandem Stock Appreciation Right is exercised; and


 


(e)          The
Tandem Stock Appreciation Right may be exercised solely when the Fair Market Value of a share of Common Stock subject to the related
Option exceeds the per share exercise price under the related Option.


 




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ARTICLE
XV

RECAPITALIZATION OR REORGANIZATION


 


Section 15.1         Adjustments
to Common Stock. The shares with respect to which Awards may be granted under the Plan are shares of Common Stock as presently
constituted; provided, however, that if, and whenever, prior to the expiration or distribution to the Holder of shares
of Common Stock underlying an Award theretofore granted, the Company shall effect a subdivision or consolidation of shares of Common
Stock or the payment of a stock dividend on Common Stock without receipt of consideration by the Company, the number of shares
of Common Stock with respect to which such Award may thereafter be exercised or satisfied, as applicable, (i) in the event of an
increase in the number of outstanding shares, shall be proportionately increased, and the purchase price per share of the Common
Stock shall be proportionately reduced, and (ii) in the event of a reduction in the number of outstanding shares, shall be proportionately
reduced, and the purchase price per share of the Common Stock shall be proportionately increased. Notwithstanding the foregoing
or any other provision of this Article XV, any adjustment made with respect to an Award (x) which is an Incentive Stock Option,
shall comply with the requirements of Section 424(a) of the Code, and in no event shall any adjustment be made which would render
any Incentive Stock Option granted under the Plan to be other than an “incentive stock option” for purposes of Section
422 of the Code, and (y) which is a Non-Qualified Stock Option, shall comply with the requirements of Section 409A of the Code,
and in no event shall any adjustment be made which would render any Non-Qualified Stock Option granted under the Plan to become
subject to Section 409A of the Code.


 


Section 15.2         Recapitalization.
If the Company recapitalizes or otherwise changes its capital structure, thereafter upon any exercise or satisfaction, as applicable,
of a previously granted Award, the Holder shall be entitled to receive (or entitled to purchase, if applicable) under such Award,
in lieu of the number of shares of Common Stock then covered by such Award, the number and class of shares of stock and securities
to which the Holder would have been entitled pursuant to the terms of the recapitalization if, immediately prior to such recapitalization,
the Holder had been the holder of record of the number of shares of Common Stock then covered by such Award.


 


Section 15.3         Other
Events. In the event of changes to the outstanding Common Stock by reason of extraordinary cash dividend, reorganization, mergers,
consolidations, combinations, split-ups, spin-offs, exchanges or other relevant changes in capitalization occurring after the date
of the grant of any Award and not otherwise provided for under this Article XV, any outstanding Awards and any Award Agreements
evidencing such Awards shall be adjusted by the Board, in such manner as the Board shall deem equitable or appropriate taking into
consideration the applicable accounting and tax consequences, as to the number and price of shares of Common Stock or other consideration
subject to such Awards. In the event of any adjustment pursuant to Sections 15.1, 15.2 or this Section 15.3, the aggregate number
of shares available under the Plan pursuant to Section 5.1 (and the Code Section 162(m) limit set forth therein) may be appropriately
adjusted by the Board, the determination of which shall be conclusive. In addition, the Committee may make provision for a cash
payment to a Participant or a person who has an outstanding Award. The number of shares of Common Stock subject to any Award shall
be rounded to the nearest whole number.


 


Section 15.4         Powers
Not Affected. The existence of the Plan and the Awards granted hereunder shall not affect in any way the right or power of
the Board or of the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other
change of the Company’s capital structure or business, any merger or consolidation of the Company, any issue of debt or equity
securities ahead of or affecting Common Stock or the rights thereof, the dissolution or liquidation of the Company or any sale,
lease, exchange or other disposition of all or any part of its assets or business or any other corporate act or proceeding.


 




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Section 15.5         No
Adjustment for Certain Awards. Except as hereinabove expressly provided, the issuance by the Company of shares of stock of
any class or securities convertible into shares of stock of any class, for cash, property, labor or services, upon direct sale,
upon the exercise of rights or warrants to subscribe therefor or upon conversion of shares or obligations of the Company convertible
into such shares or other securities, and in any case whether or not for fair value, shall not affect previously granted Awards,
and no adjustment by reason thereof shall be made with respect to the number of shares of Common Stock subject to Awards theretofore
granted or the purchase price per share, if applicable.


 


ARTICLE
XVI

AMENDMENT AND TERMINATION OF PLAN


 


The Plan shall continue
in effect, unless sooner terminated pursuant to this Article XVI, until the tenth (10th) anniversary of the date on
which it is adopted by the Board (except as to Awards outstanding on that date). The Board in its discretion may terminate the
Plan at any time with respect to any shares for which Awards have not theretofore been granted; provided, however,
that the Plan’s termination shall not materially and adversely impair the rights of a Holder with respect to any Award theretofore
granted without the consent of the Holder. The Board may without shareholder approval, in its sole discretion make (i) amendments
to the Plan of a housekeeping nature; (ii) a change to the vesting provisions of an Award or the Plan; (iii) a change to the termination
provisions of an Award or the Plan which does not entail an extension beyond the original expiry date, except as contemplated in
the Plan; and (iv) the addition of a cashless exercise feature, payable in cash or securities, which provides for a full deduction
of the number of underlying securities from the Plan reserve; provided, however, that without the approval by a majority of the
votes cast at a meeting of shareholders at which a quorum representing a majority of the shares of the Company entitled to vote
generally in the election of directors is present in person or by proxy, excluding any shares of the Company voted by any Holder,
no amendment or modification of the Plan may (A) increase the benefits accruing to Holders, (B) except as otherwise expressly provided
in Article XV, increase the number of shares of Common Stock subject to the Plan or the individual Award Agreements specified in
Article V, (C) modify the requirements for participation in the Plan, or (D) amend, modify or suspend Section 7.8 (repricing prohibitions)
or this Article XVI. In addition, no change in any Award theretofore granted may be made which would materially and adversely impair
the rights of a Holder with respect to such Award without the consent of the Holder (unless such change is required in order to
cause the benefits under the Plan to qualify as “performance-based” compensation within the meaning of Section 162(m)
of the Code or to exempt the Plan or any Award from Section 409A of the Code).


 


ARTICLE
XVII

MISCELLANEOUS


 


Section 17.1         No
Right to Award. Neither the adoption of the Plan by the Company nor any action of the Board or the Committee shall be deemed
to give an Employee, Director or Consultant any right to an Award except as may be evidenced by an Award Agreement duly executed
on behalf of the Company, and then solely to the extent and on the terms and conditions expressly set forth therein.


 




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Section 17.2         No
Rights Conferred. Nothing contained in the Plan shall (i) confer upon any Employee any right with respect to continuation of
employment with the Company or any Affiliate, (ii) interfere in any way with any right of the Company or any Affiliate to terminate
the employment of an Employee at any time, (iii) confer upon any Director any right with respect to continuation of such Director’s
membership on the Board, (iv) interfere in any way with any right of the Company or an Affiliate to terminate a Director’s
membership on the Board at any time, (v) confer upon any Consultant any right with respect to continuation of his or her consulting
engagement with the Company or any Affiliate, or (vi) interfere in any way with any right of the Company or an Affiliate to terminate
a Consultant’s consulting engagement with the Company or an Affiliate at any time.


 


Section 17.3         Other
Laws; No Fractional Shares; Withholding. The Company shall not be obligated by virtue of any provision of the Plan to recognize
the exercise of any Award or to otherwise sell or issue shares of Common Stock in violation of any laws, rules or regulations,
and any postponement of the exercise or settlement of any Award under this provision shall not extend the term of such Award. Neither
the Company nor its directors or officers shall have any obligation or liability to a Holder with respect to any Award (or shares
of Common Stock issuable thereunder) (i) that shall lapse because of such postponement, or (ii) for any failure to comply
with the requirements of any applicable law, rules or regulations, including but not limited to any failure to comply with the
requirements of Section 409A of this Code. No fractional shares of Common Stock shall be delivered, nor shall any cash in lieu
of fractional shares be paid. The Company shall have the right to deduct in cash (whether under this Plan or otherwise) in connection
with all Awards any taxes required by law to be withheld and to require any payments required to enable it to satisfy its withholding
obligations. In the case of any Award satisfied in the form of shares of Common Stock, no shares shall be issued unless and until
arrangements satisfactory to the Company shall have been made to satisfy any tax withholding obligations applicable with respect
to such Award. Subject to such terms and conditions as the Committee may impose, the Company shall have the right to retain, or
the Committee may, subject to such terms and conditions as it may establish from time to time, permit Holders to elect to tender,
Common Stock (including Common Stock issuable in respect of an Award) to satisfy, in whole or in part, the amount required to be
withheld.


 


Section 17.4         No
Restriction on Corporate Action. Nothing contained in the Plan shall be construed to prevent the Company or any Affiliate from
taking any corporate action which is deemed by the Company or such Affiliate to be appropriate or in its best interest, whether
or not such action would have an adverse effect on the Plan or any Award made under the Plan. No Employee, Director, Consultant,
beneficiary or other person shall have any claim against the Company or any Affiliate as a result of any such action.


 




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Section 17.5         Restrictions
on Transfer. No Award under the Plan or any Award Agreement and no rights or interests herein or therein, shall or may be assigned,
transferred, sold, exchanged, encumbered, pledged or otherwise hypothecated or disposed of by a Holder without the approval of
the Committee except by will or by the laws of descent and distribution. An Award may be exercisable during the lifetime of the
Holder only by such Holder or by the Holder’s guardian or legal representative.


 


Section 17.6         Beneficiary
Designations. Each Holder may, from time to time, name a beneficiary or beneficiaries (who may be contingent or successive
beneficiaries) for purposes of receiving any amount which is payable in connection with an Award under the Plan upon or subsequent
to the Holder’s death. Each such beneficiary designation shall serve to revoke all prior beneficiary designations, be in
a form prescribed by the Company and be effective solely when filed by the Holder in writing with the Company during the Holder’s
lifetime. In the absence of any such written beneficiary designation, for purposes of the Plan, a Holder’s beneficiary shall
be the Holder’s estate.


 


Section 17.7         Rule
16b-3. It is intended that the Plan and any Award made to a person subject to Section 16 of the Exchange Act shall meet all
of the requirements of Rule 16b-3. If any provision of the Plan or of any such Award would disqualify the Plan or such Award under,
or would otherwise not comply with the requirements of, Rule 16b-3, such provision or Award shall be construed or deemed to have
been amended as necessary to conform to the requirements of Rule 16b-3.


 



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Section 17.8         Section
162(m). It is intended that the Plan shall comply fully with and meet all the requirements of Section 162(m) of the Code so
that Awards hereunder which are made to Holders who are “covered employees” (as defined in Section 162(m) of the Code)
shall constitute “performance-based” compensation within the meaning of Section 162(m) of the Code. Any Performance
Goal(s) applicable to Qualified Performance-Based Awards shall be objective, shall be established not later than ninety (90) days
after the beginning of any applicable Performance Period (or at such other date as may be required or permitted for “performance-based”
compensation under Section 162(m) of the Code) and shall otherwise meet the requirements of Section 162(m) of the Code, including
the requirement that the outcome of the Performance Goal or Goals be substantially uncertain (as defined in the regulations under
Section 162(m) of the Code) at the time established. The Performance Criteria to be utilized under the Plan to establish Performance
Goals shall consist of objective tests based on one or more of the following: earnings or earnings per share, cash flow or cash
flow per share, operating cash flow or operating cash flow per share revenue growth, product revenue growth, financial return ratios
(such as return on equity, return on investment and/or return on assets), share price performance, stockholder return, equity and/or
value, operating income, operating margins, earnings before interest, taxes, depreciation and amortization, earnings, pre- or post-tax
income, economic value added (or an equivalent metric), profit returns and margins, credit quality, sales growth, market share,
working capital levels, comparisons with various stock market indices, year-end cash, debt reduction, assets under management,
operating efficiencies, strategic partnerships or transactions (including co-development, co-marketing, profit sharing, joint venture
or other similar arrangements), and/or financing and other capital raising transaction. Performance criteria may be established
on a Company-wide basis or with respect to one or more Company business units or divisions or subsidiaries; and either in absolute
terms, relative to the performance of one or more similarly situated companies, or relative to the performance of an index covering
a peer group of companies. When establishing Performance Goals for the applicable Performance Period, the Committee may exclude
any or all “extraordinary items” as determined under U.S. generally accepted accounting principles including, without
limitation, the charges or costs associated with restructurings of the Company, discontinued operations, other unusual or non-recurring
items, and the cumulative effects of accounting changes, and as identified in the Company’s financial statements, notes to
the Company’s financial statements or management’s discussion and analysis of financial condition and results of operations
contained in the Company’s most recent annual report filed with the U.S. Securities and Exchange Commission pursuant to the
Exchange Act. Holders who are “covered employees” (as defined in Section 162(m) of the Code) shall be eligible to receive
payment under a Qualified Performance-Based Award which is subject to achievement of a Performance Goal or Goals only if the applicable
Performance Goal or Goals are achieved within the applicable Performance Period, as determined by the Committee. If any provision
of the Plan would disqualify the Plan or would not otherwise permit the Plan to comply with Section 162(m) of the Code as so intended,
such provision shall be construed or deemed amended to conform to the requirements or provisions of Section 162(m) of the Code.
The Committee may postpone the exercising of Awards, the issuance or delivery of Common Stock under any Award or any action permitted
under the Plan to prevent the Company or any subsidiary from being denied a federal income tax deduction with respect to any Award
other than an Incentive Stock Option, provided that such deferral satisfies the requirements of Section 409A of the Code.
For purposes of the requirements of Treasury Regulation Section 1.162-27(e)(4)(i), the maximum amount of compensation that may
be paid to any Employee under the Plan for a calendar year shall be Ten Million Dollars ($10,000,000).


 


Section 17.9         Section
409A. Notwithstanding any other provision of the Plan, the Committee shall have no authority to issue an Award under the Plan
with terms and/or conditions which would cause such Award to constitute non-qualified “deferred compensation” under
Section 409A of the Code. Accordingly, by way of example but not limitation, no Option shall be granted under the Plan with a per
share Option exercise price which is less than the Fair Market Value of a share of Common Stock on the date of grant of the Option.
Notwithstanding anything herein to the contrary, no Award Agreement shall provide for any deferral feature with respect to an Award
which constitutes a deferral of compensation under Section 409A of the Code. The Plan and all Award Agreements are intended to
comply with the requirements of Section 409A of the Code (so as to be exempt therefrom) and shall be so interpreted and construed.


 




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Section 17.10         Indemnification.
Each person who is or shall have been a member of the Committee or of the Board 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 thereby in connection with
or resulting from any claim, action, suit, or proceeding to which such person may be made a party or 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 thereby in settlement thereof,
with the Company’s approval, or paid thereby in satisfaction of any judgment in any such action, suit, or proceeding against
such person; provided, however, that such person 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. The foregoing right of indemnification
shall not be exclusive and shall be independent of any other rights of indemnification to which such persons may be entitled under
the Company’s Certificate of Incorporation or By-laws, by contract, as a matter of law, or otherwise.


 


Section 17.11         Other
Plans. No Award, payment or amount received hereunder shall be taken into account in computing an Employee’s salary or
compensation for the purposes of determining any benefits under any pension, retirement, life insurance or other benefit plan of
the Company or any Affiliate, unless such other plan specifically provides for the inclusion of such Award, payment or amount received.
Nothing in the Plan shall be construed to limit the right of the Company to establish other plans or to pay compensation to its
employees, in cash or property, in a manner which is not expressly authorized under the Plan.


 


Section 17.12         Limits
of Liability. Any liability of the Company with respect to an Award shall be based solely upon the contractual obligations
created under the Plan and the Award Agreement. None of the Company, any member of the Board nor any member of the Committee shall
have any liability to any party for any action taken or not taken, in good faith, in connection with or under the Plan.


 


Section 17.13         Governing
Law. Except as otherwise provided herein, the Plan shall be construed in accordance with the laws of the State of Delaware,
without regard to principles of conflicts of law.


 


Section 17.14         Severability
of Provisions. If any provision of the Plan is held invalid or unenforceable, such invalidity or unenforceability shall not
affect any other provision of the Plan, and the Plan shall be construed and enforced as if such invalid or unenforceable provision
had not been included in the Plan.


 


Section 17.15         No
Funding. The Plan shall be unfunded. The Company shall not be required to establish any special or separate fund or to make
any other segregation of funds or assets to ensure the payment of any Award.


 


Section 17.16         Headings.
Headings used throughout the Plan are for convenience only and shall not be given legal significance.


 


Section 17.17         Terms
of Award Agreements. Each Award shall be evidenced by an Award Agreement, which Award Agreement, if it provides for the issuance
of Common Stock, shall require the Holder to enter into and be bound by the terms of the Company’s Stockholders’ Agreement,
if any. The terms of the Award Agreements utilized under the Plan need not be the same.


 




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