Exhibit 10.8



 


Exhibit 10.8


 


FRACROCK INTERNATIONAL, INC.


 


2013 STOCK INCENTIVE PLAN


 


I. PURPOSE OF THE PLAN


 


The purpose of the FRACROCK
INTERNATIONAL, INC. 2013 STOCK INCENTIVE PLAN (the “Plan”) is to provide a means through which FRACROCK INTERNATIONAL,
INC., a Delaware corporation (the “Company”), and its Affiliates may attract and retain able persons to serve as
Directors or Consultants or to enter the employ of the Company and its Affiliates and to provide a means whereby those individuals
upon whom the responsibilities of the successful administration and management of the Company and its Affiliates rest, and whose
present and potential contributions to the Company and its Affiliates are of importance, can acquire and maintain stock ownership
or other awards, thereby strengthening their concern for the welfare of the Company and its Affiliates and their desire to remain
employed by, or continue providing services to, the Company and its Affiliates. A further purpose of the Plan is to provide such
individuals with additional incentive and reward opportunities designed to enhance the profitable growth of the Company and its
Affiliates. Accordingly, the Plan provides for granting Incentive Stock Options, Options that do not constitute Incentive Stock
Options, Restricted Stock Awards, Performance Awards, Phantom Stock Awards, Bonus Stock Awards, or any combination of the foregoing,
as is best suited to the circumstances of the particular employee, Consultant, or Director as provided herein.


 


II. DEFINITIONS


 


The following definitions
shall be applicable throughout the Plan unless specifically modified by any paragraph:


 


(a) “Affiliate”
means any corporation, partnership, limited-liability company or partnership, association, trust, or other organization which,
directly or indirectly, controls, is controlled by, or is under common control with, the Company. For purposes of the preceding
sentence, “control” (including, with correlative meanings, the terms “controlled by” and “under common
control with”), as used with respect to any entity or organization, shall mean the possession, directly or indirectly, of
the power (i) to vote more than 50% of the securities having ordinary voting power for the election of directors of the controlled
entity or organization or (ii) to direct or cause the direction of the management and policies of the controlled entity or organization,
whether through the ownership of voting securities or by contract or otherwise.


 


(b) “Award”
means, individually or collectively, any Option, Restricted Stock Award, Performance Award, Phantom Stock Award, or Bonus Stock
Award.


 


(c) “Board”
means the Board of Directors of the Company.


 


(e) “Code”
means 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 such section and any regulations under such section.


 


(f) “Committee”
means a committee of the Board that is selected by the Board as provided in Paragraph IV(a).


 


(g) “Common
Stock” means the common stock of the Company, or any security into which such common stock may be changed by reason
of any transaction or event of the type described in Paragraph XII.


 


(h) “Company”
means FracRock International, Inc., a Delaware corporation.


 


(i) “Consultant”
means any person who is not an employee or a Director and who is providing advisory or consulting services to the Company or any
Affiliate.


 


(j) “Corporate
Change” shall have the meaning assigned to such term in Paragraph XII(c) of the Plan.


 


(k) “Director”
means an individual who is a member of the Board or, where the context of the Plan so permits, a member of the board of directors
(or any analogous governing body) of an Affiliate of the Company.


 




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(l) An “employee”
means any person (including a Director) in an employment relationship with the Company or any Affiliate.


 


(m) “Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


(n) “Fair
Market Value” means, as of any specified date, the closing price of the Common Stock, if the Common Stock is listed
on a national stock exchange registered under section 6(a) of the Exchange Act, reported on the stock exchange composite tape on
that date (or such other reporting service approved by the Committee); or, if no closing price is reported on that date, on the
last preceding date on which such closing price of the Common Stock is so reported. If the Common Stock is traded over the counter
at the time a determination of its fair market value is required to be made hereunder, its fair market value shall be deemed to
be equal to the average between the reported high and low or closing bid and asked prices of Common Stock on the most recent date
on which Common Stock was publicly traded. In the event Common Stock is not publicly traded at the time a determination of its
value is required to be made hereunder, the determination of its fair market value shall be made by the Committee in such manner
as it deems appropriate and as is consistent with the requirements of section 409A of the Code.


 


(o) “Incentive
Stock Option” means an incentive stock option within the meaning of section 422 of the Code.


 


(p) “Option”
means an Award granted under Paragraph VII of the Plan and includes both Incentive Stock Options to purchase Common Stock and Options
that do not constitute Incentive Stock Options to purchase Common Stock.


 


(q) “Option
Agreement” means a written agreement between the Company and a Participant with respect to an Option.


 


(r) “Participant”
means an employee, Consultant, or Director who has been granted an Award.


 


(s) “Performance
Award” means an Award granted under Paragraph IX of the Plan.


 


(t) “Performance
Award Agreement” means a written agreement between the Company and a Participant with respect to a Performance Award.


 


(u) “Performance
Measure” means one or more performance measures established by the Committee that are based on (i) the price of a
share of Common Stock, (ii) the Company’s earnings per share, (iii) the Company’s market share or the market share
of a business unit of the Company designated by the Committee, (iv) the Company’s sales or the sales of a business unit of
the Company designated by the Committee, (v) operating income or operating income margin of the Company or a business unit of the
Company, (vi) the net income or net income margin (before or after taxes) of the Company or any business unit of the Company designated
by the Committee, (vii) the cash flow or return on investment of the Company or any business unit of the Company designated by
the Committee, (viii) the earnings or earnings margin before or after interest, taxes, depreciation, and/or amortization of the
Company or any business unit of the Company designated by the Committee, (ix) the economic value added, (x) the return on capital,
assets, or stockholders’ equity achieved by the Company, (xi) the total stockholders’ return achieved by the Company,
(xii) signing of a multi-year Memorandum of Understanding or similar arrangement with an operator in the Neuquén Basin of
Argentina to provide the Company’s services (that is acceptable to the Company’s Board), (xiii) the completion of a
second round equity offering sufficient in size (as determined by the Board) to fully launch the Company’s operations in
the Neuquén province of Argentina, (xiv) obtaining bank or lease financing for some or all of the equipment to be purchased
with the result that the amount of the second round equity offering is able to be reduced from the Company’s current projected
amount or (xv) any combination of the foregoing. The performance measures described in the preceding sentence may be absolute,
relative to one or more other companies, relative to one or more indexes, or measured by reference to the Company alone, one or
more business units or Affiliates of the Company alone, or the Company together with one or more of its business units or Affiliates.
In addition, performance measures may be subject to adjustment by the Committee for changes in accounting principles, to satisfy
regulatory requirements and other specified significant extraordinary items or events.


 


(v) “Phantom
Stock Award” means an Award granted under Paragraph X of the Plan.


 




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(w) “Phantom
Stock Award Agreement” means a written agreement between the Company and a Participant with respect to a Phantom
Stock Award.


 


(x) “Plan”
means the Frac Rock International, Inc. 2012 Stock Incentive Plan, as amended from time to time.


 


(y) “Restricted
Stock Agreement” means a written agreement between the Company and a Participant with respect to a Restricted Stock
Award.


 


(z) “Restricted
Stock Award” means an Award granted under Paragraph VIII of the Plan.


 


(aa) “Rule
16b-3” means Securities Exchange Commission Rule 16b-3 promulgated 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 similar function.


 


(bb) “Stock
Appreciation Right” means a right to acquire, upon exercise of the right, Common Stock and/or, in the sole discretion
of the Committee, cash having an aggregate value equal to the then excess of the Fair Market Value of the shares with respect to
which the right is exercised over the exercise price therefor. The Committee shall retain final authority to determine whether
a Participant shall be permitted, and to approve an election by a Participant, to receive cash in full or partial settlement of
a Stock Appreciation Right.


 


(cc) “Stockholders
Agreement” means that certain Stockholders Agreement as in effect on the date the Plan is adopted by the Board among
the Company and certain of its stockholders, as the same may be amended or restated from time to time.


 


III. EFFECTIVE DATE AND DURATION OF THE
PLAN


 


The Plan shall become
effective upon the date of its adoption by the Board, provided the Plan is approved by the stockholders of the Company on such
date or within 12 months thereafter in a manner that satisfies the requirements of section 422 of the Code and the regulations
thereunder. Notwithstanding any provision in the Plan to the contrary, no Option shall be exercisable, no Restricted Stock Award
or Bonus Stock Award shall be granted, and no Performance Award or Phantom Stock Award shall vest or become satisfiable prior to
such stockholder approval. No further Awards may be granted under the Plan after 10 years from the date the Plan is adopted by
the Board. The Plan shall remain in effect until all Options granted under the Plan have been exercised or expired, all Restricted
Stock Awards granted under the Plan have vested or been forfeited, and all Performance Awards, Phantom Stock Awards, and Bonus
Stock Awards have been satisfied or expired.


 


IV. ADMINISTRATION


 


(a) Composition
of Committee. The Plan shall be administered by a committee of, and appointed by, the Board. In the absence of the Board’s
appointment of a committee to administer the Plan, the Board shall serve as the Committee.


 


(b) Powers.
Subject to the express provisions of the Plan, the Committee shall have authority, in its discretion, to determine which employees,
Consultants, or Directors shall receive an Award, the time or times when such Award shall be made, the type of Award that shall
be made, the number of shares of Common Stock to be subject to each Option, Restricted Stock Award, or Bonus Stock Award, and the
number of shares of Common Stock to be subject to or the value of each Performance Award or Phantom Stock Award. In making such
determinations, the Committee shall take into account the nature of the services rendered by the respective employees, Consultants,
or Directors, their present and potential contribution to the Company’s success, and such other factors as the Committee
in its sole discretion shall deem relevant.


 


(c) Additional
Powers. The Committee shall have such additional powers as are delegated to it by the other provisions of the Plan. Subject
to the express provisions of the Plan, this shall include the power to construe the Plan and the respective agreements executed
hereunder, to prescribe, amend, suspend or waive rules and regulations relating to the Plan, to determine the terms, restrictions,
and provisions of the agreement relating to 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 the Plan or in any agreement relating to an Award in the manner and to the extent the Committee shall deem expedient
to carry the Plan or any such agreement into effect. All determinations and decisions made by the Committee on the matters referred
to in this Paragraph IV and in construing the provisions of the Plan shall be conclusive.


 




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(d) Delegation
of Authority by the Committee. Notwithstanding the preceding provisions of this Paragraph IV or any other provision of
the Plan to the contrary, subject to the constraints of applicable law, the Committee may from time to time, in its sole discretion,
delegate to the Chief Executive Officer of the Company the administration (or interpretation of any provision) of the Plan, and
the right to grant Awards under the Plan, insofar as such administration (and interpretation) and power to grant Awards relates
to any person who is not then subject to section 16 of the Exchange Act (including any successor section to the same or similar
effect). Any such delegation may be effective only so long as the Chief Executive Officer of the Company is a member of the Board,
and the Committee may revoke such delegation at any time. The Committee may put any conditions and restrictions on the powers that
may be exercised by the Chief Executive Officer of the Company upon such delegation as the Committee determines in its sole discretion.
In the event of any conflict in a determination or interpretation under the Plan as between the Committee and the Chief Executive
Officer of the Company, the determination or interpretation, as applicable, of the Committee shall be conclusive.


 


V. SHARES SUBJECT TO THE PLAN; AWARD LIMITS;

GRANT OF AWARDS


 


(a) Shares Subject
to the Plan and Award Limits. Subject to adjustment in the same manner as provided in Paragraph XII with respect to shares
of Common Stock subject to Options then outstanding, the aggregate maximum number of shares of Common Stock that may be issued
under the Plan, and the aggregate maximum number of shares of Common Stock that may be issued under the Plan through Incentive
Stock Options, shall not exceed One Million (1,000,000) shares. Shares shall be deemed to have been issued under the Plan only
to the extent actually issued and delivered pursuant to an Award. To the extent that an Award lapses or the rights of its holder
terminate, any shares of Common Stock subject to such Award shall again be available for the grant of an Award under the Plan.
In addition, shares issued under the Plan and forfeited back to the Plan, shares surrendered in payment of the exercise price or
purchase price of an Award, and shares withheld for payment of applicable employment taxes and/or withholding obligations associated
with an Award shall again be available for the grant of an Award under the Plan.


 


(b) Grant of
Awards. The Committee may from time to time grant Awards to one or more employees, Consultants, or Directors determined
by it to be eligible for participation in the Plan in accordance with the terms of the Plan.


 


(c) Stock Offered.
Subject to the limitations set forth in Paragraph V(a), the stock to be offered pursuant to the grant of an Award may be authorized
but unissued Common Stock or Common Stock previously issued and outstanding and reacquired by the Company. Any of such shares that
remain unissued and that are not subject to outstanding Awards at the termination of the Plan shall cease to be subject to the
Plan but, until termination of the Plan, the Company shall at all times make available a sufficient number of shares to meet the
requirements of the Plan. The shares of the Company’s stock to be issued pursuant to any Award may be represented by physical
stock certificates or may be uncertificated. Notwithstanding references in the Plan to certificates, the Company may deliver uncertificated
shares of Common Stock in connection with any Award.


 


VI. ELIGIBILITY


 


Awards may be granted
only to persons who, at the time of grant, are employees, Consultants, or Directors. An Award may be granted on more than one occasion
to the same person, and, subject to the limitations set forth in the Plan, such Award may include an Incentive Stock Option, an
Option that is not an Incentive Stock Option, a Restricted Stock Award, a Performance Award, a Phantom Stock Award, a Bonus Stock
Award, or any combination thereof.


 




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VII. STOCK OPTIONS


 


(a) Option Period.
The term of each Option shall be as specified by the Committee at the date of grant, but in no event shall an Option be exercisable
after the expiration of 10 years from the date of grant.


 


(b) Limitations
on Exercise of Option. An Option shall be exercisable in whole or in such installments and at such times as determined
by the Committee.


 


(c) Special Limitations
on Incentive Stock Options. An Incentive Stock Option may be granted only to an individual who is employed by the Company
or any “parent corporation” or “subsidiary corporation” (as such terms are defined in section 424 of the
Code) of the Company at the time the Option is granted. To the extent that the aggregate fair market value (determined at the time
the respective Incentive Stock Option is granted) of stock with respect to which Incentive Stock Options are exercisable for the
first time by an individual during any calendar year under all incentive stock option plans of the Company and its parent and subsidiary
corporations, within the meaning of section 424 of the Code, exceeds $100,000 or such other amount as may be prescribed under section
422 of the Code or applicable regulations or rulings from time to time, such Incentive Stock Options shall be treated as Options
that do not constitute Incentive Stock Options. The Committee shall determine, in accordance with applicable provisions of the
Code, Treasury regulations, and other administrative pronouncements, which of a Participant’s Incentive Stock Options will
not constitute Incentive Stock Options because of such limitation and shall notify the Participant of such determination as soon
as practicable after such determination. No Incentive Stock Option shall be granted to an individual if, at the time the Option
is granted, such individual owns stock possessing more than 10% of the total combined voting power of all classes of stock of the
Company or of its parent or subsidiary corporation, within the meaning of section 422(b)(6) of the Code, unless (i) at the time
such Option is granted, the option price is at least 110% of the Fair Market Value of the Common Stock subject to the Option and
(ii) such Option by its terms is not exercisable after the expiration of five years from the date of grant. Except as otherwise
provided in sections 421 or 422 of the Code, an Incentive Stock Option shall not be transferable otherwise than by will or the
laws of descent and distribution and shall be exercisable during the Participant’s lifetime only by such Participant or the
Participant’s guardian or legal representative.


 


(d) 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, without limitation, provisions to qualify an Option as
an Incentive Stock Option under section 422 of the Code. Each Option Agreement shall specify the effect of termination of (i) employment,
(ii) the consulting or advisory relationship, or (iii) membership on the Board or the board of directors (or analogous governing
body) of an Affiliate of the Company, as applicable, on the exercisability of the 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)
having a Fair Market Value equal to such option price. Moreover, an Option Agreement may provide for a “cashless exercise”
of the Option by establishing procedures satisfactory to the Committee with respect thereto. Further, an Option Agreement may provide,
on such terms and conditions as the Committee in its sole discretion may prescribe, for the grant of a Stock Appreciation Right
in connection with the grant of an Option and, in such case, the exercise of the Stock Appreciation Right shall result in the surrender
of the right to purchase a number of shares under the Option equal to the number of shares with respect to which the Stock Appreciation
Right is exercised (and vice versa). In the case of any Stock Appreciation Right that is granted in connection with an Incentive
Stock Option, such right shall be exercisable only when the Fair Market Value of the Common Stock exceeds the exercise price specified
therefor in the Option or the portion thereof to be surrendered. The terms and conditions of the respective Option Agreements need
not be identical. The Committee may, in its sole discretion, amend an outstanding Option Agreement from time to time in any manner
that is not inconsistent with the provisions of the Plan (including, without limitation, an amendment that accelerates the time
at which the Option, or a portion thereof, may be exercisable), provided that, except as otherwise provided in the Plan or the
applicable Option Agreement, any such amendment shall not materially reduce the rights of a Participant without the consent of
such Participant.


 


(e) 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 but, subject to the special limitations on Incentive Stock Options set forth in Paragraph VII(c) and to adjustment
as provided in Paragraph XII, such purchase price shall not be less than the Fair Market Value of a share of Common Stock on the
date such Option is granted. The Option or portion thereof may be exercised by delivery of an irrevocable notice of exercise to
the Company, as specified by the Committee. The purchase price of the Option or portion thereof shall be paid in full in the manner
prescribed by the Committee. Separate stock certificates shall be issued by the Company for those shares acquired pursuant to the
exercise of an Incentive Stock Option and for those shares acquired pursuant to the exercise of any Option that does not constitute
an Incentive Stock Option.


 




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(f) Restrictions
on Repricing of Options. Except as provided in Paragraph XII, the Committee may not, without approval of the stockholders
of the Company, amend any outstanding Option Agreement to lower the option price (or cancel and replace any outstanding Option
Agreement with Option Agreements having a lower option price).


 


(g) Stockholder
Rights and Privileges. The Participant shall be entitled to all the privileges and rights of a stockholder only with respect
to such shares of Common Stock as have been purchased under the Option and for which shares of stock have been delivered to the
Participant.


 


(h) Options and
Rights in Substitution for Options Granted by Other Employers. Options and Stock Appreciation Rights may be granted under
the Plan from time to time in substitution for options and such rights held by individuals providing services to corporations or
other entities who become employees, Consultants, or Directors as a result of a merger or consolidation or other business transaction
with the Company or any Affiliate.


 


VIII. RESTRICTED STOCK AWARDS


 


(a) Forfeiture
Restrictions to be Established by the Committee. Shares of Common Stock that are the subject of a Restricted Stock Award
shall be subject to restrictions on transferability by the Participant and an obligation of the Participant to forfeit and surrender
the shares to the Company under certain circumstances (the “Forfeiture Restrictions”). The Forfeiture Restrictions
shall be determined by the Committee in its sole discretion, and the Committee may provide that the Forfeiture Restrictions shall
lapse upon (i) the attainment of one or more Performance Measures, (ii) the Participant’s continued employment with the Company
or one of its Affiliates or continued service as a Consultant or Director for a specified period of time, (iii) the occurrence
of any event or the satisfaction of any other condition specified by the Committee in its sole discretion, or (iv) a combination
of any of the foregoing. Each Restricted Stock Award may have different Forfeiture Restrictions, in the discretion of the Committee.


 


(b) Other Terms
and Conditions. Unless provided otherwise in a Restricted Stock Agreement, the Participant shall have the right to receive
dividends with respect to Common Stock subject to a Restricted Stock Award, to vote Common Stock subject thereto, and to enjoy
all other stockholder rights, except that (i) the Participant shall not be entitled to delivery of the stock certificate until
the Forfeiture Restrictions have expired, (ii) the Company shall retain custody of the stock until the Forfeiture Restrictions
have expired, (iii) the Participant may not sell, transfer, pledge, exchange, hypothecate, or otherwise dispose of or encumber
the stock until the Forfeiture Restrictions have expired, (iv) a breach of the terms and conditions established by the Committee
pursuant to the Restricted Stock Agreement shall result in a forfeiture of the Restricted Stock Award, and (v) with respect to
the payment of any dividend with respect to shares of Common Stock subject to a Restricted Stock Award directly to the Participant,
each such dividend shall be paid no later than the end of the calendar year in which the dividends are paid to stockholders of
such class of shares or, if later, the fifteenth day of the third month following the date the dividends are paid to stockholders
of such class of shares. At the time a Restricted Stock Award is granted, the Committee may, in its sole discretion, prescribe
additional terms, conditions, or restrictions relating to Restricted Stock Awards, including, but not limited to, rules pertaining
to the termination of employment or service as a Consultant or Director (by retirement, disability, death, or otherwise) of a Participant
prior to expiration of the Forfeitures Restrictions. Such additional terms, conditions, or restrictions shall be set forth in a
Restricted Stock Agreement made in conjunction with the Award.


 


(c) Payment for
Restricted Stock. The Committee shall determine the amount and form of any payment for Common Stock received pursuant to
a Restricted Stock Award, provided that in the absence of such a determination, a Participant 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.


 


(d) Committee’s
Discretion to Accelerate Vesting of Restricted Stock Awards. Subject to any limitations imposed under section 162(m) of
the Code, the Committee may, in its discretion and as of a date determined by the Committee, fully vest any or all Common Stock
awarded to a Participant pursuant to a Restricted Stock Award and, upon such vesting, all Forfeiture Restrictions applicable to
such Restricted Stock Award shall terminate as of such date. Any action by the Committee pursuant to this Subparagraph may vary
among individual Participants and may vary among the Restricted Stock Awards held by any individual Participant.


 




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(e) Restricted
Stock Agreements. At the time any Award is made under this Paragraph VIII, the Company and the Participant shall enter
into a Restricted Stock Agreement setting forth each of the matters contemplated hereby and such other matters as the Committee
may determine to be appropriate. The terms and provisions of the respective Restricted Stock Agreements need not be identical.
Subject to the restriction set forth in the first sentence of Subparagraph (d) above, the Committee may, in its sole discretion,
amend an outstanding Restricted Stock Agreement from time to time in any manner that is not inconsistent with the provisions of
the Plan, provided that, except as otherwise provided in the Plan or the applicable Restricted Stock Agreement, any such amendment
shall not materially reduce the rights of a Participant without the consent of such Participant.


 


IX. PERFORMANCE AWARDS


 


(a) Performance
Period. The Committee shall establish, with respect to and at the time of each Performance Award, the number of shares
of Common Stock subject to, or the maximum value of, the Performance Award and the performance period over which the performance
applicable to the Performance Award shall be measured.


 


(b) Performance
Measures. A Performance Award shall be awarded to a Participant contingent upon future performance of the Company or any
Affiliate, division, or department thereof under a Performance Measure during the performance period. The Committee, in its sole
discretion, may provide for an adjustable Performance Award value based upon the level of achievement of Performance Measures.


 


(c) Payment.
Following the end of the performance period, the holder of a Performance Award shall be entitled to receive payment of an amount
not exceeding the number of shares of Common Stock subject to, or the maximum value of, the Performance Award, based on the achievement
of the Performance Measures for such performance period, as determined and certified in writing by the Committee. Payment of a
Performance Award may be made in cash, Common Stock, or a combination thereof, as determined by the Committee. Payment shall be
made in a lump sum or in installments as prescribed by the Committee. If a Performance Award covering shares of Common Stock is
to be paid in cash, such payment shall be based on the Fair Market Value of the Common Stock on the payment date or such other
date as may be specified by the Committee in the Performance Award Agreement. A Participant shall not be entitled to the privileges
and rights of a stockholder with respect to a Performance Award covering shares of Common Stock until payment has been determined
by the Committee and such shares have been delivered to the Participant.


 


(d) Termination
of Award. A Performance Award shall terminate if the Participant does not remain continuously in the employ of the Company
and its Affiliates or does not continue to perform services as a Consultant or a Director for the Company and its Affiliates at
all times during the applicable performance period through the payment date, except as may be determined by the Committee.


 


(e) Performance
Award Agreements. At the time any Award is made under this Paragraph IX, the Company and the Participant shall enter into
a Performance Award Agreement setting forth each of the matters contemplated hereby and such additional matters as the Committee
may determine to be appropriate. The terms and provisions of the respective Performance Award Agreements need not be identical.


 


X. PHANTOM STOCK AWARDS


 


(a) Phantom Stock
Awards. Phantom Stock Awards are rights to receive shares of Common Stock (or the Fair Market Value thereof), or rights
to receive an amount equal to any appreciation or increase in the Fair Market Value of Common Stock over a specified period of
time, which vest over a period of time as established by the Committee, without satisfaction of any performance criteria or objectives
that are based on one or more Performance Measures. The Committee may, in its discretion, require payment or other conditions of
the Participant respecting any Phantom Stock Award. A Phantom Stock Award may include, without limitation, a Stock Appreciation
Right that is granted independently of an Option; provided, however, that the exercise price per share of Common Stock subject
to the Stock Appreciation Right shall be (i) determined by the Committee but, subject to adjustment as provided in Paragraph XII,
such exercise price shall not be less than the Fair Market Value of a share of Common Stock on the date such Stock Appreciation
Right is granted, and (ii) subject to the restrictions on repricings described in Paragraph VII(f) in the same manner as applies
to Options.


 




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(b) Award Period.
The Committee shall establish, with respect to and at the time of each Phantom Stock Award, a period over which the Award shall
vest with respect to the Participant.


 


(c) Awards Criteria.
In determining the value of Phantom Stock Awards, the Committee shall take into account a Participant’s responsibility level,
performance, potential, other Awards, and such other considerations as it deems appropriate.


 


(d) Payment.
Following the end of the vesting period for a Phantom Stock Award (or at such other time as the applicable Phantom Stock Award
Agreement may provide), the holder of a Phantom Stock Award shall be entitled to receive payment of an amount, not exceeding the
maximum value of the Phantom Stock Award, based on the then vested value of the Award. Payment of a Phantom Stock Award may be
made in cash, Common Stock, or a combination thereof as determined by the Committee. Payment shall be made in a lump sum or in
installments as prescribed by the Committee. Any payment to be made in cash shall be based on the Fair Market Value of the Common
Stock on the payment date or such other date as may be specified by the Committee in the Phantom Stock Award Agreement. Cash dividend
equivalents may be paid during or after the vesting period with respect to a Phantom Stock Award, as determined by the Committee.
A Participant shall not be entitled to the privileges and rights of a stockholder with respect to a Phantom Stock Award until the
shares of Common Stock, if any, have been delivered to the Participant.


 


(e) Termination
of Award. A Phantom Stock Award shall terminate if the Participant does not remain continuously in the employ of the Company
and its Affiliates or does not continue to perform services as a Consultant or a Director for the Company and its Affiliates at
all times during the applicable vesting period, except as may be otherwise determined by the Committee.


 


(f) Phantom Stock
Award Agreements. At the time any Award is made under this Paragraph X, the Company and the Participant shall enter into
a Phantom Stock Award Agreement setting forth each of the matters contemplated hereby and such additional matters as the Committee
may determine to be appropriate. The terms and provisions of the respective Phantom Stock Award Agreements need not be identical.


 


XI. BONUS STOCK AWARDS


 


Each Bonus Stock Award
granted to a Participant shall constitute a transfer of unrestricted shares of Common Stock on such terms and conditions as the
Committee shall determine. Bonus Stock Awards shall be made in shares of Common Stock and need not be subject to performance criteria
or objectives or to forfeiture. The purchase price, if any, for shares of Common Stock issued in connection with a Bonus Stock
Award shall be determined by the Committee in its sole discretion.


 


XII. RECAPITALIZATION OR REORGANIZATION


 


(a) No Effect
on Right or Power. The existence of the Plan and the Awards granted hereunder shall not affect in any way the right or
power of the Board or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization, or
other change in the Company’s or any Affiliate’s capital structure or its business, any merger, consolidation or other
business combination of the Company or any Affiliate, 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 Affiliate, any sale, lease, exchange, or other disposition
of all or any part of its assets or business, or any other corporate act or proceeding.


 


(b) Subdivision
or Consolidation of Shares; Stock Dividends. The shares with respect to which Awards may be granted are shares of Common
Stock as presently constituted, but if, and whenever, prior to the expiration of 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, if any, 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, if any, shall be proportionately increased.
Any fractional share resulting from such adjustment shall be rounded up to the next whole share.


 




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(c) Recapitalizations
and Corporate Changes. If the Company recapitalizes, reclassifies its capital stock, or otherwise changes its capital structure
(a “recapitalization”), the number and class of shares of Common Stock or other property covered by an Award theretofore
granted and the purchase price of Common Stock or other consideration subject to such Award shall be adjusted so that such Award
shall thereafter cover the number and class of shares of stock and securities to which the Participant would have been entitled
pursuant to the terms of the recapitalization if, immediately prior to the recapitalization, the Participant had been the holder
of record of the number of shares of Common Stock then covered by such Award. If (i) the Company shall not be the surviving entity
in any merger, consolidation or other business combination or reorganization (or survives only as a subsidiary of an entity), (ii)
the Company sells, leases, or exchanges or agrees to sell, lease, or exchange all or substantially all of its assets to any other
person or entity, (iii) the Company is to be dissolved and liquidated, (iv) any person or entity, including a “group”
as contemplated by section 13(d)(3) of the Exchange Act, acquires or gains ownership or control (including, without limitation,
the power to vote) of more than 50% of the outstanding shares of the Company’s voting stock (based upon voting power), or
(v) as a result of or in connection with a contested election of directors of the Company, the persons who were directors of the
Company before such election shall cease to constitute a majority of the Board (each such event is referred to herein as a “Corporate
Change”), no later than (x) 10 days after the approval by the stockholders of the Company of such merger, consolidation,
reorganization, sale, lease, or exchange of assets or dissolution and liquidation or such election of directors or (y) 30 days
after a Corporate Change of the type described in clause (iv), the Committee, acting in its sole discretion without the consent
or approval of any Participant, shall effect one or more of the following alternatives in an equitable and appropriate manner to
prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, which alternatives
may vary among individual Participants and which may vary among Options or Stock Appreciation Rights held by any individual Participant:
(1) accelerate the time at which Options or Stock Appreciation Rights then outstanding may be exercised so that such Awards may
be exercised in full for a limited period of time on or before a specified date (before or after such Corporate Change) fixed by
the Committee, after which specified date all such unexercised Awards and all rights of Participants thereunder shall terminate,
(2) require the mandatory surrender to the Company by all or selected Participants of some or all of the outstanding Options or
Stock Appreciation Rights held by such Participants (irrespective of whether such Awards are then exercisable under the provisions
of the Plan) as of a date, before or after such Corporate Change, specified by the Committee, in which event the Committee shall
thereupon cancel such Awards and the Company shall pay (or cause to be paid) to each Participant an amount of cash per share equal
to the excess, if any, of the amount calculated in Subparagraph (d) below (the “Change of Control Value”) of the shares
subject to such Awards over the exercise price(s) under such Awards for such shares, or (3) make such adjustments to Options or
Stock Appreciation Rights then outstanding as the Committee deems appropriate to reflect such Corporate Change and to prevent the
dilution or enlargement of rights (provided, however, that the Committee may determine in its sole discretion that no adjustment
is necessary to such Awards then outstanding), including, without limitation, adjusting such an Award to provide that the number
and class of shares of Common Stock covered by such Award shall be adjusted so that such Award shall thereafter cover securities
of the surviving or acquiring corporation or other property (including, without limitation, cash) as determined by the Committee
in its sole discretion.


 


(d) Change of
Control Value. For the purposes of clause (2) in Subparagraph (c) above, the “Change of Control Value” shall
equal the amount determined in the following clause (i), (ii) or (iii), whichever is applicable: (i) the per share price offered
to stockholders of the Company in any such merger, consolidation, or other business combination, reorganization, sale of assets
or dissolution and liquidation transaction, (ii) the per share price offered to stockholders of the Company in any tender offer
or exchange offer whereby a Corporate Change takes place, or (iii) if such Corporate Change occurs other than pursuant to a tender
or exchange offer, the fair market value per share of the shares into which such Options or Stock Appreciation Rights being surrendered
are exercisable, as determined by the Committee as of the date determined by the Committee to be the date of cancellation and surrender
of such Awards. In the event that the consideration offered to stockholders of the Company in any transaction described in this
Subparagraph (d) or Subparagraph (c) above consists of anything other than cash, the Committee shall determine the fair cash equivalent
of the portion of the consideration offered which is other than cash.


 




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(e) Other Changes
in the Common Stock. In the event of changes in the outstanding Common Stock by reason of recapitalizations, reorganizations,
mergers, consolidations, combinations, split-ups, split-offs, spin-offs, exchanges, or other relevant changes in capitalization
or distributions (other than ordinary dividends) to the holders of Common Stock occurring after the date of the grant of any Award
and not otherwise provided for by this Paragraph XII, such Award and any agreement evidencing such Award shall be subject to adjustment
by the Committee at its sole discretion as to the number and price of shares of Common Stock or other consideration subject to
such Award in an equitable and appropriate manner so as to prevent the dilution or enlargement of the benefits or potential benefits
intended to be made available under such Award. In the event of any such change in the outstanding Common Stock or distribution
to the holders of Common Stock, or upon the occurrence of any other event described in this Paragraph XII, the aggregate maximum
number of shares available under the Plan, the aggregate maximum number of shares that may be issued under the Plan through Incentive
Stock Options, and the maximum number of shares that may be subject to Awards granted to any one individual shall be appropriately
adjusted to the extent, if any, determined by the Committee, whose determination shall be conclusive.


 


(f) Stockholder
Action. Any adjustment provided for in the above Subparagraphs shall be subject to any stockholder action required by applicable
law or regulation or the Company’s memorandum or Articles of Association.


 


(g) No Adjustments
Unless Otherwise Provided. Except as hereinbefore 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, 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.


 


XIII. AMENDMENT AND TERMINATION OF THE PLAN


 


The Board in its discretion
may terminate the Plan at any time with respect to any shares of Common Stock for which Awards have not theretofore been granted.
The Board shall have the right to alter or amend the Plan or any part thereof from time to time; provided that no change in the
Plan may be made that would materially impair the rights of a Participant with respect to an Award theretofore granted without
the consent of the Participant, and provided, further, that the Board may not, without approval of the stockholders of the Company,
(a) amend the Plan to increase the aggregate maximum number of shares that may be issued under the Plan, increase the aggregate
maximum number of shares that may be issued under the Plan through Incentive Stock Options, or change the class of individuals
eligible to receive Awards under the Plan, or (b) amend or delete Paragraph VII(f).


 


XIV. MISCELLANEOUS


 


(a) No Right
to an Award. Neither the adoption of the Plan nor any action of the Board or of the Committee shall be deemed to give any
individual any right to be granted an Award, or any other rights hereunder except as may be evidenced by an Award agreement duly
executed on behalf of the Company, and then only to the extent and on the terms and conditions expressly set forth therein. 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 assure the performance of its obligations under any Award.


 


(b) No Employment/Membership
Rights Conferred. Nothing contained in the Plan shall (i) confer upon any employee or Consultant any right with respect
to continuation of employment or of a consulting or advisory relationship with the Company or any Affiliate or (ii) interfere in
any way with the right of the Company or any Affiliate to terminate his or her employment or consulting or advisory relationship
at any time. Nothing contained in the Plan shall confer upon any Director any right with respect to continuation of membership
on the Board or the board of directors (or analogous governing body) of any Affiliate of the Company.


 


(c) Other Laws;
Withholding. The Company shall not be obligated to issue any Common Stock pursuant to any Award granted under the Plan
at any time when the shares covered by such Award have not been registered under the Securities Act of 1933, as amended, and such
other state and federal laws, rules, and regulations as the Company or the Committee deems applicable and, in the opinion of legal
counsel for the Company, there is no exemption from the registration requirements of such laws, rules, and regulations available
for the issuance and sale of such shares. No fractional shares of Common Stock shall be delivered, nor shall any cash in lieu of
fractional shares be paid unless otherwise determined by the Committee. The Company shall have the right to deduct 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.


 




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(d) No Restriction
on Corporate Action. Nothing contained in the Plan shall be construed to prevent the Company or any Affiliate from taking
any 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 Participant, beneficiary or other person shall have
any claim against the Company or any Affiliate as a result of any such action.


 


(e) Restrictions
on Transfer. An Award (other than an Incentive Stock Option, which shall be subject to the transfer restrictions set forth
in Paragraph VII(c)) shall not be transferable otherwise than (i) by will or the laws of descent and distribution, (ii) pursuant
to a qualified domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act of 1974,
as amended, or the rules thereunder, or (iii) with the consent of the Committee.


 


(f) Stockholders
Agreement. Shares of Common Stock subject to, or acquired pursuant to, an Award shall be subject to the terms of the Stockholders
Agreement. As a condition to participation in the Plan, each Participant agrees that the Participant and the Participant’s
spouse, if any, will, upon request of the Company, execute and deliver to the Company such documents and instruments as the Company,
in its discretion, may require to evidence such persons’ agreement to be bound by the terms of the Stockholders Agreement.


 


(g) Clawback.
Notwithstanding any provisions in the Plan to the contrary, any portion of the payments and benefits provided under the Plan or
the sale of shares of Common Stock shall be subject to a clawback or other recovery by the Company to the extent necessary to comply
with applicable law including, without limitation, the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection
Act of 2010 or any Securities and Exchange Commission rule.


 


(h) Delayed Payment
Restriction. Notwithstanding any provision in the Plan or an Award agreement to the contrary, if any payment or benefit
provided for under an Award would be subject to additional taxes and interest under section 409A of the Code if the Participant’s
receipt of such payment or benefit is not delayed in accordance with the requirements of section 409A(a)(2)(B)(i) of the Code,
then such payment or benefit shall not be provided to the Participant (or the Participant’s estate, if applicable) until
the earlier of (i) the date of the Participant’s death or (ii) the date that is six months after the date of the Participant’s
separation from service with the Company.


 


(i) Governing
Law. The Plan shall be governed by, and construed in accordance with, the laws of the State of Texas, U.S.A., without regard
to conflicts of laws principles thereof.


 




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