Salisbury
BanCORP, INC.


 


2011
LONG TERM INCENTIVE PLAN


 


 


 


 


 






 


 


 


 


 



    	 



    	 



    

Salisbury
BanCORP, INC. 


2011
LONG TERM INCENTIVE PLAN


 






	ARTICLE 1 PURPOSE	1
	1.1	General	1
	 	 	 
	ARTICLE 2 DEFINITIONS	1
	2.1	Definitions	1
	 	 	 
	ARTICLE 3 EFFECTIVE TERM OF PLAN	4
	3.1	Effective Date	4
	3.2	Termination of Plan	4
	 	 	 
	ARTICLE 4 ADMINISTRATION	4
	4.1	Committee	4
	4.2	Actions and Interpretations by the Committee	4
	4.3	Authority of Committee	4
	4.4	Indemnification	4
	 	 	 
	ARTICLE 5 SHARES SUBJECT TO THE PLAN	4
	5.1	Number of Shares	4
	5.2	Share Counting	5
	5.3	Stock Distributed	5
	 	 	 
	ARTICLE 6 ELIGIBILITY	5
	6.1	General	5
	 	 	 
	ARTICLE 7 STOCK OPTIONS	5
	7.1	General	5
	7.2	Incentive Stock Options	5
	 	 	 
	ARTICLE 8 STOCK APPRECIATION RIGHTS	6
	8.1	Grant of Stock Appreciation Rights	6
	 	 	 
	ARTICLE 9 RESTRICTED STOCK, RESTRICTED STOCK UNITS AND DEFERRED STOCK UNITS	6
	9.1	Grant of Restricted Stock, Restricted Stock Units and Deferred Stock Units	6
	9.2	Issuance and Restrictions	6
	9.3	Dividends on Restricted Stock	6
	9.4	Forfeiture	6
	9.5	Delivery of Restricted Stock	6
	 	 	 
	ARTICLE 10 PERFORMANCE AWARDS	6
	10.1	Grant of Performance Awards	6
	10.2	Performance Goals	6
	 	 	 
	ARTICLE 11 DIVIDEND EQUIVALENTS	7
	11.1	Grant of Dividend Equivalents	7
	 	 	 
	ARTICLE 12 STOCK OR OTHER STOCK-BASED AWARDS	7
	12.1	Grant of Stock or Other Stock-Based Awards	7
	 	 	 
	ARTICLE 13 DIRECTORS STOCK RETAINER AWARDS	7
	13.1	Name and Purpose	7
	13.2	Definitions	7
	13.3	Stock Subject to Directors Stock Retainer Awards	7
	13.4	Number of Shares and Grant Date	7
	13.5	Vesting	7



 



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	13.6	Continuation of Service	7
	13.7	Nontransferability; Legend	7
	 	 	 
	ARTICLE 14 PROVISIONS APPLICABLE TO AWARDS	7
	14.1	Award Certificates	8
	14.2	Form of Payment for Awards	8
	14.3	Limits on Transfer	8
	14.4	Beneficiaries	8
	14.5	Stock Trading Restrictions	8
	14.6	Acceleration upon Death or Disability	8
	14.7	Effect of a Change in Control	8
	14.8	Acceleration for Other Reasons	9
	14.9	Forfeiture Events	9
	14.10	Substitute Awards	9
	 	 	 
	ARTICLE 15 CHANGES IN CAPITAL STRUCTURE	9
	15.1	Mandatory Adjustments	9
	15.2	Discretionary Adjustments	9
	15.3	General	9
	 	 	 
	ARTICLE 16 AMENDMENT, MODIFICATION AND TERMINATION	9
	16.1	Amendment, Modification and Termination	9
	16.2	Awards Previously Granted	9
	16.3	Compliance Amendments	10
	 	 	 
	ARTICLE 17 GENERAL PROVISIONS	10
	17.1	Rights of Participants	10
	17.2	Withholding	10
	17.3	Special Provisions Related to Section 409A of the Code	10
	17.4	Unfunded Status of Awards	11
	17.5	Relationship to Other Benefits	11
	17.6	Expenses	11
	17.7	Titles and Headings	11
	17.8	Gender and Number	11
	17.9	Fractional Shares	11
	17.10	Government and Other Regulations	11
	17.11	Governing Law	11
	17.12	Severability	11
	17.13	No Limitations on Rights of Corporation	11
	17.14	Indemnification	11







 


 



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Salisbury
BanCORP, INC. 


2011
LONG TERM INCENTIVE PLAN


ARTICLE 1


PURPOSE


1.1.GENERAL. The purpose
of the Salisbury Bancorp, Inc. 2011 LONG TERM INCENTIVE PLAN (the “Plan”) is to promote the success and enhance the
value of Salisbury Bancorp, Inc. (the “Corporation”), by linking the personal interests of employees, officers and
directors of the Corporation or any Affiliate (as defined below) to those of the Corporation’s shareholders and by providing
such persons with an incentive for outstanding performance. The Plan is further intended to provide flexibility to the Corporation
in its ability to motivate, attract, and retain the services of employees, officers and directors and consultants upon whose judgment,
interest, and special effort the successful conduct of the Corporation’s operation is largely dependent. Accordingly, the
Plan permits the grant of incentive awards from time to time to selected employees, officers and directors of the Corporation and
its Affiliates.


ARTICLE 2


DEFINITIONS


2.1.DEFINITIONS. When a
word or phrase appears in this Plan with the initial letter capitalized, and the word or phrase does not commence a sentence, the
word or phrase shall generally be given the meaning ascribed to it in this Section or in Section 1.1 unless a clearly different
meaning is required by the context. The following words and phrases shall have the following meanings:


(a)                
“Affiliate” means (i) any Subsidiary or Parent, or (ii) an entity that directly or through one or more
intermediaries controls, is controlled by or is under common control with, the Corporation, as determined by the Committee.


(b)                
“Award” means an award of Options, Stock Appreciation Rights, Restricted Stock,
Restricted Stock Units, Deferred Stock Units, Performance Awards, Dividend Equivalents, Other Stock-Based Awards,
Directors Stock Retainer Awards, or any other right or interest relating to Stock or cash, granted to a Participant under
the Plan.


(c)                
“Award Certificate” means a written document, in such form as the Committee prescribes from time to time,
setting forth the terms and conditions of an Award. Award Certificates may be in the form of individual award agreements or certificates
or a program document describing the terms and provisions of an Award or series of Awards under the Plan. The Committee may provide
for the use of electronic, internet or other non-paper Award Certificates, and the use of electronic, internet or other non-paper
means for the acceptance thereof and actions thereunder by a Participant.


(d)                
“Bank” means Salisbury Bank & Trust Company.


(e)                
“Beneficial Owner” shall have the meaning given such term in Rule 13d-3 of the General Rules and Regulations
under the 1934 Act.


(f)                 
“Board” means the Board of Directors of the Corporation.


(i)during
any consecutive 12-month period, individuals who, at the beginning of such period, constitute the Board of Directors of the Corporation
(the “Incumbent Directors”) cease for any reason to constitute at least a majority of such Board, provided that any
person becoming a director after the beginning of such 12-month period and whose election or nomination for election was approved
by a vote of at least a majority of the Incumbent Directors then on the Board shall be an Incumbent Director; provided,
however, that no individual initially elected or nominated as a director of the Corporation as a result of an actual or
threatened election contest with respect to the election or removal of directors (“Election Contest”) or other actual
or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board (“Proxy Contest”),
including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest, shall be deemed an Incumbent
Director; or


(ii)any
person becomes a Beneficial Owner, directly or indirectly, of either (A) 50% or more of the then-outstanding shares of the Corporation’s
Stock or (B) securities of the Corporation representing 50% or more of the combined voting power of the Corporation’s then
outstanding securities eligible to vote for the election of directors (the “Corporation Voting Securities”); provided,
however, that for purposes of this subsection (ii), the following acquisitions of Corporation’s Stock or Corporation
Voting Securities shall not constitute a Change in Control: (w) an acquisition directly from the Corporation, (x) an acquisition
by the Corporation or a Subsidiary, (y) an acquisition by any employee benefit plan (or related trust) sponsored or maintained
by the Corporation or any Subsidiary, or (z) an acquisition pursuant to a Non-Qualifying Transaction (as defined in subsection
(iii) below); or


(iii)the
consummation of a reorganization, merger, consolidation, statutory share exchange or similar form of corporate transaction involving
the Corporation or a Subsidiary (a “Reorganization”), or the sale or other disposition of all or substantially all
of the Corporation’s assets (a “Sale”) or the acquisition of assets or stock of another corporation or other
entity (an “Acquisition”), unless immediately following such Reorganization, Sale or Acquisition: (A) all or substantially
all of the individuals and entities who were the Beneficial Owners, respectively, of the outstanding Corporation’s Stock
and outstanding Corporation Voting Securities immediately prior to such Reorganization, Sale or Acquisition beneficially own, directly
or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and






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the combined voting power of the
then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting
from such Reorganization, Sale or Acquisition (including, without limitation, an entity which as a result of such transaction owns
the Corporation or all or substantially all of the Corporation’s assets or stock either directly or through one or more subsidiaries,
the “Surviving Entity”) in substantially the same proportions as their ownership, immediately prior to such Reorganization,
Sale or Acquisition, of the Corporation’s outstanding Stock and the outstanding Corporation Voting Securities, as the case
may be, and (B) no person (other than (x) the Corporation or any Subsidiary, (y) the Surviving Entity or its ultimate parent entity,
or (z) any employee benefit plan (or related trust) sponsored or maintained by any of the foregoing) is the Beneficial Owner, directly
or indirectly, of 50% or more of the total common stock or 50% or more of the total voting power of the outstanding voting securities
eligible to elect directors of the Surviving Entity, and (C) at least a majority of the members of the board of directors of the
Surviving Entity were Incumbent Directors at the time of the Board’s approval of the execution of the initial agreement providing
for such Reorganization, Sale or Acquisition (any Reorganization, Sale or Acquisition which satisfies all of the criteria specified
in (A), (B) and (C) above shall be deemed to be a “Non-Qualifying Transaction”); or


(iv)approval
by the shareholders of the Corporation of a complete liquidation or dissolution of the Corporation.


(i)                  
“Code” means the Internal Revenue Code of 1986, as amended from time to time. For purposes of this Plan,
references to sections of the Code shall be deemed to include references to any applicable regulations thereunder and any successor
or similar provision.


(j)                 
“Committee” means the committee of the Board described in Section 4.1.


(k)                
“Corporation” means Salisbury Bancorp, Inc., a Connecticut corporation, or any successor corporation.


(l)                  
“Continuous Service” means the absence of any interruption or termination
of service as an employee, officer or director of the Corporation or any Affiliate, as applicable;
provided, however, that for purposes of an Incentive Stock Option “Continuous Service”
means the absence of any interruption or termination of service as an employee of the Corporation or any Parent or Subsidiary,
as applicable, pursuant to applicable tax regulations. Continuous Service shall not be considered interrupted in the following
cases: (i) a Participant transfers employment between the Corporation and an Affiliate or between Affiliates, or (ii) in
the discretion of the Committee as specified at or prior to such occurrence, in the case of a spin-off, sale or disposition of
the Participant’s employer from the Corporation or any Affiliate, or (iii) any leave of absence
authorized in writing by the Corporation prior to its commencement; provided, however, that for purposes of Incentive Stock
Options, no such leave may exceed 90 days, unless reemployment upon expiration of such leave is guaranteed by statute or contract.
If reemployment upon expiration of a leave of absence approved by the Corporation is not so guaranteed, on the 91st day of such
leave any Incentive Stock Option held by the Participant shall cease to be treated as an Incentive Stock Option and shall be treated
for tax purposes as a Nonstatutory Stock Option. Whether military, government or other service
or other leave of absence shall constitute a termination of Continuous Service shall be determined in each case by the Committee
at its discretion, and any determination by the Committee shall be final and conclusive; provided, however, that for purposes of
any Award that is subject to Code Section 409A, the determination of a leave of absence must comply with the requirements of a
“bona fide leave of absence” as provided in Treas. Reg. Section 1.409A-1(h).


(m)              
“Deferred Stock Unit” means a right granted to a Participant under Article 9 to
receive Shares (or the equivalent value in cash or other property if the Committee so provides)
at a future time as determined by the Committee, or as determined by the Participant within guidelines established by the
Committee in the case of voluntary deferral elections.


(n)                
“Director” means a member of the Board.


(o)                
“Directors Stock Retainer Award” means Stock granted to a Director under Article 13 that is subject to
certain restrictions.


(p)                
“Disability” of a Participant means that the Participant (i) is unable 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 can
be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical
or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than
12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering
employees of the Participant’s employer. The Participant shall be deemed disabled if (i) determined
to be totally disabled by the Social Security Administration or (ii) determined to be disabled in accordance with a disability
insurance program, provided that the definition of disability applied under such program complies with the requirement of the applicable
regulations under Section 409A of the Code. If the determination of Disability relates
to an Incentive Stock Option, Disability means Permanent and Total Disability as defined in Section 22(e)(3) of the Code. In the
event of a dispute, the determination of whether a Participant is Disabled will be made by the Committee and may be supported by
the advice of a physician competent in the area to which such Disability relates.


(q)                
“Dividend Equivalent” means a right granted to a Participant under Article 11.


(r)                 
“Effective Date” has the meaning assigned such term in Section 3.1.


(s)                 
“Eligible Participant” means an employee, officer or director of the Corporation or any Affiliate.


(t)                 
“Fair Market Value,” on any date, means (i) if the Stock is listed on a securities exchange, the closing
sales price on the principal such exchange on such date or, in the absence of reported sales on such date, the closing sales price
on the immediately preceding date on which sales were reported, or (ii) if the Stock is not listed on a securities exchange, the
mean between the bid and offered prices as quoted by the applicable interdealer quotation system for such date, provided that if
the Stock is not quoted on an interdealer quotation system or it is determined that the fair market value is not properly reflected
by such quotations, Fair Market Value will be determined by such other method as the Committee determines in good faith to be reasonable
and in compliance with Code Section 409A.






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(u)                
“Full-Value Award” means an Award other than in the form of an Option or SAR, and which is settled
by the issuance of Stock (or at the discretion of the Committee, settled in cash valued by reference to Stock value).


(w)               
“Grant Date” of an Award means the first date on which all necessary corporate action has been taken
to approve the grant of the Award as provided in the Plan, or such later date as is determined and specified as part of that authorization
process. Notice of the grant shall be a provided to the grantee within a reasonable time after the Grant Date.


(x)                
“Incentive Stock Option” means an Option that is intended to be an incentive stock option and meets the
requirements of Section 422 of the Code or any successor provision thereto.


(y)                
“Nonstatutory Stock Option” means an Option that is not an Incentive Stock Option.


(z)                
“Option” means a right granted to a Participant under Article 7 of the Plan to purchase Stock at a specified
price during specified time periods. An Option may be either an Incentive Stock Option or a Nonstatutory Stock Option.


(aa)            
“Other Stock-Based Award” means a right, granted to a Participant under Article 12, that relates to or
is valued by reference to Stock or other Awards relating to Stock.


(bb)            
“Parent” means a corporation, limited liability company, partnership or other entity which owns or beneficially
owns a majority of the outstanding voting stock or voting power of the Corporation. Notwithstanding the above, with respect to
an Incentive Stock Option, Parent shall have the meaning set forth in Section 424(e) of the Code.


(cc)             
“Participant” means an Eligible Participant who has been granted an Award under the Plan; provided that
in the case of the death of a Participant, the term “Participant” refers to a beneficiary designated pursuant to Section
13.4 or the legal guardian or other legal representative acting in a fiduciary capacity on behalf of the Participant under applicable
state law and court supervision.


(dd)            
“Performance Award” means any award granted under the Plan pursuant to Article 10.


(ee)             
“Person” means any individual, entity or group, within the meaning of Section 3(a)(9) of the 1934 Act
and as used in Section 13(d)(3) or 14(d)(2) of the 1934 Act.


(ff)              
“Plan” means the Salisbury Bancorp, Inc. 2011 LONG TERM INCENTIVE PLAN, as amended from time to time.


(gg)             
“Plan Share Reserve” shall have the meaning ascribed thereto in Section 5.1.


(hh)            
“Public Offering” means a public offering of any class or series of the Corporation’s equity securities
pursuant to a registration statement filed by the Corporation under the 1933 Act.


(ii)                
“Restricted Stock” means Stock granted to a Participant under Article 9 that is subject to certain restrictions
and to risk of forfeiture.


(jj)               
“Restricted Stock Unit” means the right granted to a Participant under Article 9 to receive shares of Stock
(or the equivalent value in cash or other property if the Committee so provides) in the future,
which right is subject to certain restrictions and to risk of forfeiture.


(kk)            
“Shares” means shares of the Corporation’s Stock. If there has been an adjustment or substitution
pursuant to Article 14, the term “Shares” shall also include any shares of stock or other securities that are substituted
for Shares or into which Shares are adjusted pursuant to Article 14.


(ll)                
“Stock” means the common stock, $.10 par value, of the Corporation and such other securities of the Corporation
as may be substituted for Stock pursuant to Article 14.


(mm)        
“Stock Appreciation Right” or “SAR” means a right granted to a Participant under Article
8 to receive a payment equal to the difference between the Fair Market Value of a Share as of the date of exercise of the SAR over
the base price of the SAR, all as determined pursuant to Article 8.


(nn)            
“Subsidiary” means any corporation, limited liability company, partnership or other entity of which a
majority of the outstanding voting stock or voting power is beneficially owned directly or indirectly by the Corporation, including
but not limited to Salisbury Bank & Trust Company, and any Subsidiary of Salisbury Bank & Trust Company. Notwithstanding
the above, with respect to an Incentive Stock Option, Subsidiary shall have the meaning set forth in Section 424(f) of the Code.


(oo)            
“Termination Date” means the date determined in accordance with Section 3.2.


(pp)            
“1933 Act” means the Securities Act of 1933, as amended from time to time.






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(qq)            
“1934 Act” means the Securities Exchange Act of 1934, as amended from time to time.


ARTICLE 3


EFFECTIVE TERM OF PLAN


3.1.EFFECTIVE DATE. Subject
to the approval of the Plan by the Corporation’s shareholders within 12 months after the Plan’s adoption by the Board,
the Plan will become effective on the date that it is adopted by the Board (the “Effective Date”).


3.2.TERMINATION OF PLAN.
Unless earlier terminated as provided herein, the Plan shall continue in effect until the tenth anniversary of the Effective Date
or, if the shareholders approve an amendment to the Plan that increases the number of Shares subject to the Plan, the tenth anniversary
of the date of such approval (the “Termination Date”). The
termination of the Plan on such date shall not affect the validity of any Award outstanding on the date of termination, which shall
continue to be governed by the applicable terms and conditions of the Plan.


ARTICLE 4


ADMINISTRATION


4.1.COMMITTEE. The Plan
shall be administered by the Compensation Committee appointed by the Board or, at the discretion of the Board from time to time,
the Plan may be administered by the Board. The members of the Committee shall be appointed by, and may be changed at any time and
from time to time, in the discretion of the Board. The Board may reserve to itself any or all of the authority and responsibility
of the Committee under the Plan or may act as administrator of the Plan for any and all purposes. To the extent the Board has reserved
any authority and responsibility or during any time that the Board is acting as administrator of the Plan, it shall have all the
powers and protections of the Committee hereunder, and any reference herein to the Committee (other than in this Section 4.1) shall
include the Board. To the extent any action of the Board under the Plan conflicts with actions taken by the Committee, the actions
of the Board shall control.


4.2.ACTIONS AND INTERPRETATIONS
BY THE COMMITTEE. For purposes of administering the Plan, the Committee may from time to time adopt rules, regulations, guidelines
and procedures for carrying out the provisions and purposes of the Plan and make such other determinations, not inconsistent with
the Plan, as the Committee may deem appropriate. The Committee may correct any defect, supply any omission or reconcile any inconsistency
in the Plan or in any Award in the manner and to the extent it deems necessary to carry out the intent of the Plan. The Committee’s
interpretation of the Plan, any Awards granted under the Plan, any Award Certificate and all decisions and determinations by the
Committee with respect to the Plan are final, binding, and conclusive on all parties. Each member of the Committee is entitled
to, in good faith, rely or act upon any report or other information furnished to that member by any officer or other employee of
the Corporation or any Affiliate, the Corporation’s independent certified public accountants, the Corporation’s or
an Affiliate’s counsel or any executive compensation consultant or other professional retained by the Corporation to assist
in the administration of the Plan. No member of the Committee will be liable for any good faith determination, act or omission
in connection with the Plan or any Award.


4.3.AUTHORITY OF COMMITTEE.
Except as provided in Section 4.1 hereof, the Committee has the exclusive power, authority and discretion to:


(a)                
Grant Awards;


(b)                
Designate Participants;


(c)Determine the
type or types of Awards to be granted to each Participant;


(d)Determine the
number of Awards to be granted and the number of Shares or dollar amount to which an Award will relate;


(e)Determine the
terms and conditions of any Award granted under the Plan;


(f)Prescribe the
form of each Award Certificate, which need not be identical for each Participant;


(g)Decide all other
matters that must be determined in connection with an Award;


(h)Establish, adopt
or revise any rules, regulations, guidelines or procedures as it may deem necessary or advisable to administer the Plan;


(i)Make all other
decisions and determinations that may be required under the Plan or as the Committee deems necessary or advisable to administer
the Plan;


(j)Amend the Plan
or any Award Certificate as provided herein; and


(k)Adopt such modifications,
procedures, and subplans as may be necessary or desirable to comply with provisions of the laws of the United States or Connecticut
in order to assure the viability of the benefits of Awards granted to Participants and to further the objectives of the Plan.


4.4.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 Corporation against and from any loss, cost, liability, or expense that may be imposed
upon or reasonably incurred by him or her in connection with or resulting from any claim,
action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action
taken or failure to act under the Plan and against and from any and all amounts paid by him or her in settlement thereof, with
the Corporation’s approval, or paid by him or her in satisfaction of any judgment in any such action, suit, or proceeding
against him or her, provided he or she shall give the Corporation 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, unless such loss, cost, liability, or expense is a result of his or her own willful misconduct or
except as expressly provided by statute. The foregoing right of indemnification shall not
be exclusive of any other rights of indemnification to which such persons may be entitled under the Corporation’s
charter or bylaws, as a matter of law, or otherwise, or any power that the Corporation may have to indemnify them or hold
them harmless.


ARTICLE 5


SHARES SUBJECT TO THE PLAN


5.1.NUMBER OF SHARES. Subject
to adjustment as provided in Sections 5.2 and Section 15.1, the aggregate number of Shares reserved and available for issuance
pursuant to Awards granted under the Plan (the “Plan Share Reserve”) shall be 84,000, subject to adjustments made pursuant
to Article 15. The maximum number of Shares that may be issued upon exercise of Incentive Stock
Options granted under the Plan shall be 42,000, subject to adjustments made pursuant to Article 15. No more than 20,000 Shares,
subject to adjustments made pursuant to Article 15, shall be issued pursuant to Awards granted under the Plan in any one calendar
year. Subject to adjustments made pursuant to Article 15, the maximum






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number of Shares which may be issued as Directors Stock Retainer
Awards shall be 15,000.


5.2.SHARE
COUNTING. Shares covered by an Award shall be subtracted from the Plan Share Reserve as of the Grant Date, but shall be added
back to the Plan share reserve in accordance with this Section 5.2


(a)To the
extent that an Award is canceled, terminates, expires, is forfeited or lapses for any reason, any unissued or forfeited Shares
originally subject to the Award will be added back to the Plan Share Reserve and again be available for issuance pursuant to Awards
granted under the Plan.


(b)Shares
subject to Awards settled in cash will be added back to the Plan Share Reserve and again be available for issuance pursuant to
Awards granted under the Plan.


(c)Shares
withheld or repurchased from an Award or delivered by a Participant to satisfy minimum tax withholding requirements will be added
back to the Plan Share Reserve and again be available for issuance pursuant to Awards granted under the Plan. 


(d)If the
exercise price of an Option is satisfied in whole or in part by delivering Shares to the Corporation (by either actual delivery
or attestation), the number of Shares so tendered (by delivery or attestation) shall be added to the Plan Share Reserve and will
be available for issuance pursuant to Awards granted under the Plan.


(e)To the
extent that the full number of Shares subject to an Option or SAR is not issued upon exercise of the Option or SAR for any reason,
including by reason of net-settlement of the Award, the unissued Shares originally subject to the Award will be added back to the
Plan Share Reserve and again be available for issuance pursuant to other Awards granted under the Plan.


(f)To the extent
that the full number of Shares subject to an Award other than an Option or SAR is not issued for any reason, including by reason
of failure to achieve maximum performance goals, the unissued Shares originally subject to the Award will be added back to the
Plan Share Reserve and again be available for issuance pursuant to Awards granted under the Plan.


(g)Substitute
Awards granted pursuant to Section 14.10 of the Plan shall not count against the Shares otherwise available for issuance under
the Plan under Section 5.1.


5.3.STOCK DISTRIBUTED. Any
Stock distributed pursuant to an Award may consist, in whole or in part, of authorized and unissued Stock, treasury Stock or Stock
purchased on the open market.


ARTICLE 6


ELIGIBILITY


6.1.GENERAL. Awards may
be granted only to Eligible Participants. Incentive Stock Options may be granted only to Eligible Participants who are employees
of the Corporation or a Parent or Subsidiary as defined in Section 424(e) and (f) of the Code. Eligible Participants who are service
providers to an Affiliate may be granted Options or SARs under this Plan only if the Affiliate qualifies as an “eligible
issuer of service recipient stock” within the meaning of §1.409A-1(b)(5)(iii)(E) of the final regulations under Code
Section 409A.


ARTICLE 7


STOCK OPTIONS


7.1.GENERAL. The Committee
is authorized to grant Options to Participants on the following terms and conditions:


(a)EXERCISE
PRICE. The exercise price per Share under an Option shall be determined by the Committee, provided that the exercise price
for any Option (other than an Option issued as a substitute Award pursuant to Section 14.10) shall not be less than the Fair Market
Value as of the Grant Date.


(b)TIME AND
CONDITIONS OF EXERCISE. The Committee shall determine the time or times at which an Option may be exercised in whole or in
part, subject to Section 7.1(d), including a provision that an Option that is otherwise exercisable and has an exercise price that
is less than the Fair Market Value of the Stock on the last day of its term will be automatically exercised on such final date
of the term by means of a “net exercise,” thus entitling the optionee to Shares equal to the intrinsic value of the
Option on such exercise date, less the number of Shares required for tax withholding. The Committee shall also determine that the
performance or other conditions, if any, that must be satisfied before all or part of an Option may be exercised or vested have
been satisfied.


(c)PAYMENT.
The Committee shall determine the method or methods by which the exercise price of an Option may be paid, the form of payment,
and the method or methods by which Shares shall be delivered or deemed to be delivered to Participants. As determined by the Committee
at or after the Grant Date, payment of the exercise price of an Option may be made in, in whole or in part, in the form of (i)
cash or cash equivalents, (ii) delivery (by either actual delivery or attestation) of previously-acquired Shares based on the Fair
Market Value of the Shares on the date the Option is exercised, (iii) withholding of Shares to be delivered upon exercise of the
Option based on the Fair Market Value of the Shares on the date the Option is exercised, (iv) broker-assisted market sales, or
(iv) any other “cashless exercise” arrangement.


(d)EXERCISE
TERM. No Option granted under the Plan shall be exercisable for more than ten years from the Grant Date.


(e)NO DEFERRAL
FEATURE. No Option shall provide for any feature for the deferral of compensation other than the
deferral of recognition of income until the exercise or disposition of the Option.


(f)NO DIVIDEND
EQUIVALENTS. No Option shall provide for Dividend Equivalents.


7.2.INCENTIVE
STOCK OPTIONS. The terms of any Incentive Stock Options granted under the Plan must comply with the requirements of Section
422 of the Code. Without limiting the foregoing, any Incentive Stock Option granted to a Participant who at the Grant Date owns
more than 10% of the voting power of all classes of shares of the Corporation must have an exercise price per Share of not less
than 110% of the Fair Market Value per Share on the Grant Date and an Option term of not more than five years. If all of the requirements
of Section 422 of the Code (including the above) are not met, the Option shall automatically become a Nonstatutory Stock Option.






    	-5-



    	 



    
 


ARTICLE 8


STOCK APPRECIATION RIGHTS


8.1.GRANT OF Stock
Appreciation Rights. The Committee is authorized to grant Stock Appreciation Rights to Participants on the following
terms and conditions:


(a)RIGHT TO
PAYMENT. Upon the exercise of a SAR, the Participant has the right to receive, for each Share with respect to which the SAR
is being exercised, the excess, if any, of:


(1)The
Fair Market Value of one Share on the date of exercise; over


(2)The
base price of the SAR as determined by the Committee and set forth in the Award Certificate, which shall not be less than the Fair
Market Value of one Share on the Grant Date.


(b)TIME AND
CONDITIONS OF EXERCISE. The Committee shall determine the time or times at which a SAR may be exercised in whole or in part,
including a provision that a SAR that is otherwise exercisable and has a base price that is less than the Fair Market Value of
the Stock on the last day of its term will be automatically exercised on such final date of the term, thus entitling the holder
to cash, Shares or other property equal to the intrinsic value of the SAR on such exercise date, less the cash or number of Shares
required for tax withholding. No SAR shall be exercisable for more than ten years from the Grant Date.


(c)NO DEFERRAL
FEATURE. No SAR shall provide for any feature for the deferral
of compensation other than the deferral of recognition of income until the exercise or disposition of the SAR.


(d)NO DIVIDEND
EQUIVALENTS. No SAR shall provide for Dividend Equivalents.


(e)OTHER TERMS.
All SARs shall be evidenced by an Award Certificate. Subject to the limitations of this Article 8, the terms, methods of exercise,
methods of settlement, form of consideration payable in settlement (e.g., cash, Shares or other property), and any other terms
and conditions of the SAR shall be determined by the Committee at the time of the grant and shall be reflected in the Award Certificate.


ARTICLE 9


RESTRICTED STOCK, RESTRICTED STOCK UNITS



AND DEFERRED STOCK UNITS


9.1.GRANT OF RESTRICTED
STOCK, RESTRICTED STOCK UNITS AND DEFERRED STOCK UNITS. The Committee is authorized to make Awards of Restricted Stock, Restricted
Stock Units or Deferred Stock Units to Participants in such amounts and subject to such terms and conditions as may be selected
by the Committee. An Award of Restricted Stock, Restricted Stock Units or Deferred Stock Units shall be evidenced by an Award Certificate
setting forth the terms, conditions, and restrictions applicable to the Award.


9.2.ISSUANCE
AND RESTRICTIONS. Restricted Stock, Restricted Stock Units or Deferred Stock Units shall be subject to such restrictions on
transferability and other restrictions as the Committee may impose (including, for example, limitations on the right to receive
dividends on the Restricted Stock). These restrictions may lapse separately or in combination at such times, under such circumstances,
in such installments, upon the satisfaction of performance goals or otherwise, as the Committee determines at the time of the grant
of the Award or thereafter. Except as otherwise provided in an Award Certificate or any special Plan document governing
an Award, a Participant shall have none of the rights of a shareholder with respect to Restricted
Stock Units or Deferred Stock Units until such time as Shares of Stock are paid in settlement
of such Awards. 


9.3DIVIDENDS
ON RESTRICTED STOCK. In the case of Restricted Stock that is not subject to performance-based vesting,
unless the Committee determines otherwise, cash dividends declared on the Shares of Restricted Stock before they are vested
will be paid or distributed to the Participant as accrued (in which case, such dividends must be paid or distributed no later than
the 15th day of the 3rd month following the later of (A) the calendar year in
which the corresponding dividends were paid to shareholders, or (B) the first calendar year in which the Participant’s right
to such dividends is no longer subject to a substantial risk of forfeiture). The Committee may provide that cash dividends
declared on the Shares of Restricted Stock before they are vested (i) will be forfeited, (ii) will be reinvested or deemed to have
been reinvested in additional Shares, which shall be subject to the same vesting provisions as provided for the host Award (subject
to Share availability under Section 5.1 hereof), or (iii) be credited by the Corporation to an account for the Participant and
accumulated without interest until the date or dates upon which the host Award becomes vested, and any dividends accrued with respect
to forfeited Restricted Stock will be reconveyed to the Corporation without further consideration or any act or action by the Participant.


9.4.FORFEITURE. Subject
to the terms of the Award Certificate and except as otherwise determined by the Committee at the time of the grant of the Award
or thereafter, upon termination of Continuous Service during the applicable restriction period or upon failure to satisfy a performance
goal during the applicable restriction period, Restricted Stock or Restricted Stock Units that are at that time subject to restrictions
shall be forfeited.


9.5.DELIVERY OF RESTRICTED STOCK.
Shares of Restricted Stock shall be delivered to the Participant at the Grant Date either by book-entry registration or by delivering
to the Participant, or a custodian or escrow agent (including, without limitation, the Corporation or one or more of its employees)
designated by the Committee, a stock certificate or certificates registered in the name of the Participant. If physical certificates
representing shares of Restricted Stock are registered in the name of the Participant, such certificates must bear an appropriate
legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock.


ARTICLE 10


PERFORMANCE AWARDS


10.1.GRANT OF PERFORMANCE AWARDS.
The Committee is authorized to grant any Award under this Plan, including cash-based Awards, with performance-based vesting criteria,
on such terms and conditions as may be selected by the Committee. Any such Awards with performance-based vesting criteria are referred
to herein as Performance Awards. The Committee shall have the complete discretion to determine the number of Performance Awards
granted to each Participant and to designate the provisions of such Performance Awards as provided in Section 4.3. All Performance
Awards shall be evidenced by an Award Certificate or a written program established by the Committee, pursuant to which Performance
Awards are awarded under the Plan under uniform terms, conditions and restrictions set forth in such written program. All Performance
Awards which become vested shall be subject to recovery (“clawback”) by the Corporation to the extent required by law
or regulations applicable to the Corporation or any Affiliate.


10.2.PERFORMANCE GOALS.
The Committee may establish performance goals for Performance Awards which may be based on any criteria selected by the Committee.
Such performance goals may be described in terms of Corporation-wide objectives or in terms of objectives that






    	-6-



    	 



    
 


relate to the performance
of the Participant, an Affiliate or a division, region, department or function within the Corporation or an Affiliate. If the Committee
determines that a change in the business, operations, corporate structure or capital structure of the Corporation or the manner
in which the Corporation or an Affiliate conducts its business or other events or circumstances render performance goals to be
unsuitable, the Committee may modify such performance goals in whole or in part, as the Committee deems appropriate. If a Participant
is promoted, demoted or transferred to a different business unit or function during a performance period, the Committee may determine
that the performance goals or performance period are no longer appropriate and may (i) adjust, change or eliminate the performance
goals or the applicable performance period as it deems appropriate to make such goals and period comparable to the initial goals
and period, (ii) make a cash payment to the Participant in an amount determined by the Committee or (iii) terminate such unvested
Performance Award without any payment to the Participant.


ARTICLE 11


DIVIDEND EQUIVALENTS


11.1.GRANT OF
DIVIDEND EQUIVALENTS. The Committee is authorized to grant Dividend Equivalents with respect to Full-Value Awards granted hereunder,
subject to such terms and conditions as may be selected by the Committee. Dividend Equivalents shall entitle the Participant to
receive payments equal to cash dividends or distributions with respect to all or a portion of the number of Shares subject to a
Full-Value Award, as determined by the Committee. Unless the Committee determines otherwise, Dividend Equivalents will be deemed
to have been reinvested in additional Shares or otherwise reinvested (subject to Share availability under Section 5.1 hereof),
which shall be subject to the same vesting provisions as provided for the host Award. The Committee
may provide that Dividend Equivalents will be (i) credited by the Corporation to an account for the Participant and accumulated
without interest until the date upon which the host Award becomes vested, and any Dividend Equivalents accrued with respect to
forfeited Awards will be reconveyed to the Corporation without further consideration or any act or action by the Participant or
(ii) except in the case of Performance Awards, paid or distributed to the Participant as accrued (in which case, such Dividend
Equivalents must be paid or distributed no later than the 15th day of the 3rd
month following the later of (A) the calendar year in which the corresponding dividends were paid to shareholders, or (B) the first
calendar year in which the Participant’s right to such Dividends Equivalents is no longer subject to a substantial risk of
forfeiture).


ARTICLE 12


STOCK OR OTHER STOCK-BASED AWARDS


12.1.GRANT OF STOCK OR OTHER
STOCK-BASED AWARDS. The Committee is authorized, subject to limitations under applicable law, to grant to Participants such
other Awards that are payable in, valued in whole or in part by reference to, or otherwise based on or related to, Shares, as deemed
by the Committee to be consistent with the purposes of the Plan, including without limitation Shares awarded purely as a “bonus”
and not subject to any restrictions or conditions, other rights convertible or exchangeable into Shares, and Awards valued by reference
to book value of Shares or the value of securities of or the performance of specified Parents or Subsidiaries. The Committee shall
determine the terms and conditions of such Awards.


ARTICLE 13


DIRECTORS STOCK RETAINER AWARDS


13.1.NAME AND
PURPOSE. Directors Stock Retainer Awards are for the purposes of enhancing the ability of the Corporation to attract and retain
highly qualified individuals to serve as non-employee Directors of the Corporation and to provide additional incentives to such
Directors to promote the success of the Corporation and its Affiliates. The Directors Stock Retainer Awards provides non-employee
Directors with shares of Stock as a component of compensation for their services as Directors.


13.2.DEFINITIONS. For purposes
of this Article 13, the following definitions shall apply:


(a)                
“Annual Stock Retainer” means the 120 shares of Stock payable to each Director on an annual basis as part of
each Director’s compensation for service on the Board.


(b)                
“Annual Meeting Date” means the date of each annual meeting of the shareholders of the Corporation held after
the Effective Date.


(c)                
“Value” means the value of a share of Stock on the last trading day preceding a Grant Date or other date on
which Stock is issued pursuant to this Article 13.


(d)                
“Director” for purposes of this Article 13 means a non-employee member of the Board.


(e)                
“Grant Date” means the date on which a grant of an Annual Stock retainer takes effect, which shall be last business
day preceding the each Annual Meeting Date before the Termination Date.


(f)                 
“Pro-Rated Stock Retainer” means a number of Shares equal to 120 multiplied by a fraction, the numerator of
which is the number of months of such a new Director’s service as a member of the Board (rounded to the nearest full month)
and the denominator of which is 12, provided, however, that such fraction shall not be in excess of 1.0.


13.3.STOCK SUBJECT
TO DIRECTORS STOCK RETAINER AWARDS. Subject to adjustments made pursuant to Article 15, the maximum number of Shares that may
be issued as Directors Stock Retainer Awards shall be 15,000.


13.4.NUMBER OF SHARES AND GRANT
DATE. On each annual Grant Date beginning with the first Grant Date after the Effective Date, each Director whose term of office
begins with or continues after such Grant Date shall be issued a number of whole shares of Stock set forth in the Annual Stock
Retainer (120 shares). Each Director who is first elected to the Board after the Effective Date (and who was not then a member
of the Board) other than on an Annual Meeting Date shall be granted a number of whole shares of Stock equal to the Pro-Rated Stock
Retainer.


13.5.VESTING. Director
Stock Retainer Awards shall be fully vested upon the Director ceasing to be a director, whether or not employed by the Corporation
or any Affiliate. Until the Director Stock Retainer Award is vested, the Director shall have all of the rights of a shareholder
with respect to the shares of Stock, including the right to vote such shares and the right to receive dividends thereon.


13.6CONTINUATION OF SERVICE.
Nothing in this Plan shall confer upon any person any right to continue to serve as a Director, or to receive shares of Stock issued
pursuant to this Plan if such person is not serving as a Director on a Grant Date.


13.7NONTRANSFERABILITY; LEGEND.
No shares of Stock granted as Director Stock Retainer Awards shall be transferable by the Director except as provided in this Plan.
All share certificates issued pursuant to Director Stock Retainer Awards shall bear an appropriate legend reflecting the foregoing
restrictions and limitations on transfer.






    	-7-



    	 



    
 


ARTICLE 14


PROVISIONS APPLICABLE TO AWARDS


14.1.AWARD CERTIFICATES.
Each Award shall be evidenced by an Award Certificate. Each Award Certificate shall include such provisions, not inconsistent with
the Plan, as may be specified by the Committee.


14.2.FORM OF PAYMENT FOR AWARDS.
At the discretion of the Committee, payment of Awards may be made in cash, Stock, a combination of cash and Stock, or any other
form of property as the Committee shall determine. In addition, payment of Awards may include such terms, conditions, restrictions
and/or limitations, if any, as the Committee deems appropriate, including, in the case of Awards paid in the form of Stock, restrictions
on transfer and forfeiture provisions. Further, payment of Awards may be made in the form of a lump sum, or in installments, as
determined by the Committee.


14.3.LIMITS ON TRANSFER.
No right or interest of a Participant in any unexercised or restricted Award may be pledged, encumbered, or hypothecated to or
in favor of any party other than the Corporation or an Affiliate, or shall be subject to any lien, obligation, or liability of
such Participant to any other party other than the Corporation or an Affiliate. No unexercised or restricted Award shall be assignable
or transferable by a Participant other than by will or the laws of descent and distribution; provided, however, that the Committee
may (but need not) permit other transfers (other than transfers for value) where the Committee concludes that such transferability
(i) does not result in accelerated taxation, (ii) does not cause any Option intended to be an Incentive Stock Option to fail to
be described in Code Section 422(b), and (iii) is otherwise appropriate and desirable, taking into account any factors deemed relevant,
including without limitation, state or federal tax or securities laws applicable to transferable Awards.


14.4.BENEFICIARIES. Notwithstanding
Section 14.3, a Participant may, in the manner determined by the Committee, designate a beneficiary to exercise the rights of the
Participant and to receive any distribution with respect to any Award upon the Participant’s death, provided the designation
is filed with the Committee. A beneficiary, legal guardian, legal representative, or other person claiming any rights under the
Plan is subject to all terms and conditions of the Plan and any Award Certificate applicable to the Participant, except to the
extent the Plan and Award Certificate otherwise provide, and to any additional restrictions deemed necessary or appropriate by
the Committee. If no beneficiary has been designated or survives the Participant, any payment due to the Participant shall be made
to the Participant’s estate. Subject to the foregoing, a beneficiary designation may be changed or revoked by a Participant,
in the manner provided by the Corporation, at any time provided the change or
revocation is filed with the Committee.


14.5.STOCK TRADING RESTRICTIONS.
All Stock issuable under the Plan is subject to any stop-transfer orders and other restrictions as the Committee deems necessary
or advisable to comply with federal or state securities laws, rules and regulations and the rules of any national securities exchange
or automated quotation system on which the Stock is listed, quoted, or traded. The Committee may place legends on any Stock certificate
and/or issue instructions to the transfer agent to reference restrictions applicable to the Stock.


14.6.ACCELERATION
UPON DEATH OR DISABILITY. Except as otherwise provided in the Award Certificate or any special Plan document governing
an Award, upon the termination of a person’s Continuous Service by reason of death or Disability:


(i)all of that
Participant’s outstanding Options and SARs shall become fully exercisable;


(ii)                
all time-based vesting restrictions on that Participant’s outstanding Awards shall lapse as of the date of termination;
and


(iii)the
payout opportunities attainable under all of that Participant’s outstanding performance-based Awards shall be deemed to have
been fully earned as of the date of termination as follows:


(A)if
the date of termination occurs during the first half of the applicable performance period, all relevant performance goals
will be deemed to have been achieved at the “target” level, and


(B)if
the date of termination occurs during the second half of the applicable performance period, the actual level of achievement
of all relevant performance goals against target will be measured as of the end of the calendar
quarter immediately preceding the date of termination, and


(C)
in either such case, there shall be a prorata payout to the Participant or his or her estate within sixty (60) days following
the date of termination (unless a later date is required by Section 17.3 hereof), based upon
the length of time within the performance period that has elapsed prior to the date of termination.



To the extent that
this provision causes Incentive Stock Options to exceed the dollar limitation set forth in Code Section 422(d), the excess Options
shall be deemed to be Nonstatutory Stock Options.


14.7.EFFECT OF A CHANGE IN CONTROL.
The provisions of this Section 14.7 shall apply in the case of a Change in Control, unless otherwise provided in the Award Certificate
or any special Plan document or separate agreement with a Participant governing an Award.


(a)Awards not
Assumed or Substituted by Surviving Entity. Upon the occurrence of a Change in Control, and except with respect to any Awards
assumed by the Surviving Entity or otherwise equitably converted or substituted in connection with the Change in Control in a manner
approved by the Committee or the Board: (i) outstanding Options, SARs, and other Awards in the nature of rights that may be exercised
shall become fully exercisable, (ii) time-based vesting restrictions on outstanding Awards shall lapse, and (iii) the target payout
opportunities attainable under outstanding performance-based Awards shall be deemed to have been earned as of the effective date
of the Change in Control based upon (A) an assumed achievement of all relevant performance goals
at the “target” level if the Change in Control occurs during the first half of the applicable performance period, or
(B) the actual level of achievement of all relevant performance goals against target
measured as of the date of the Change in Control, if the Change in Control occurs during the second half of the applicable performance
period, and, in either such case, subject to Section 17.3, there shall be a prorata payout to Participants within sixty
(60) days following the Change in Control (unless a later date is required by Section 17.3 hereof), based upon
the length of time within the performance period that has elapsed prior to the Change in Control. Any
Awards shall thereafter continue or lapse in accordance with the other provisions of the Plan and the Award Certificate.
To the extent that this provision causes Incentive Stock Options to exceed the dollar limitation set
forth in Code Section 422(d), the excess Options shall be deemed to be Nonstatutory Stock Options.


(b)Awards Assumed
or Substituted by Surviving Entity. With respect to Awards assumed by the Surviving Entity or otherwise equitably converted
or substituted in connection with a Change in Control: if within twelve months after the effective date of the Change in Control,
a Participant’s employment is terminated without Cause or the Participant resigns for Good Reason, then (i) all of that Participant’s
outstanding Options, SARs and other Awards in the nature of rights that may be exercised shall become fully exercisable, (ii) all
time-based vesting restrictions on the his or her outstanding Awards shall lapse, and (iii) the payout level under all of that
Participant’s performance-based Awards that were outstanding immediately prior to effective time of the Change in Control
shall be determined and deemed to have been earned as of the date of termination based upon (A) an assumed achievement of all relevant
performance goals at the “target” level if the date of termination occurs during
the first half of the applicable performance period, or (B) the actual level of achievement of all relevant performance
goals against target (measured as of the end of the calendar quarter






    	-8-



    	 



    
 


immediately preceding
the date of termination), if the date of termination occurs during the second half of the
applicable performance period, and, in either such case, there shall be a prorata payout to such Participant within sixty
(60) days following the date of termination of employment (unless a later date is required by Section 17.3 hereof), based upon
the length of time within the performance period that has elapsed prior to the date of termination of employment. With regard
to each Award, a Participant shall not be considered to have resigned for Good Reason unless either (i) the Award Certificate includes
such provision or (ii) the Participant is party to an employment, severance or similar agreement with
the Corporation or an Affiliate that includes provisions in which the Participant is permitted to resign for Good Reason. Any Awards
shall thereafter continue or lapse in accordance with the other provisions of the Plan and the Award Certificate. To
the extent that this provision causes Incentive Stock Options to exceed the dollar limitation set forth in Code Section 422(d),
the excess Options shall be deemed to be Nonstatutory Stock Options.


14.8.ACCELERATION FOR
OTHER REASONS. Regardless of whether an event has occurred as described in Section 14.6 or 14.7 above, the Committee may in
its sole discretion at any time determine that, upon the termination of service of a Participant or the occurrence of a Change
in Control, all or a portion of such Participant’s Options, SARs and other Awards in the nature of rights that may be exercised
shall become fully or partially exercisable, that all or a part of the time-based vesting restrictions on all or a portion of the
Participant’s outstanding Awards shall lapse, and/or that any performance-based criteria with respect to any Awards held
by that Participant shall be deemed to be wholly or partially satisfied, in each case, as of such date as the Committee may, in
its sole discretion, declare. The Committee may discriminate among Participants and among Awards granted to a Participant in exercising
its discretion pursuant to this Section 14.8. Notwithstanding anything in the Plan, including this Section 14.8, the Committee
may not accelerate the payment of any Award if such acceleration would violate Section 409A(a)(3) of the Code.


14.9.FORFEITURE
EVENTS. The Committee may specify in an Award Certificate that
the Participant’s rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation,
forfeiture or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance
conditions of an Award. Such events may include, but shall not be limited to, (i) termination of employment for cause, (ii) violation
of material Corporation or Affiliate policies, (iii) breach of noncompetition, confidentiality or other restrictive covenants
that may apply to the Participant, (iv) other conduct by the Participant that is detrimental to the business or reputation
of the Corporation or any Affiliate, or (v) a later determination that the vesting of, or amount realized from, a Performance Award
was based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria, whether
or not the Participant caused or contributed to such material inaccuracy.


14.10.SUBSTITUTE
AWARDS. The Committee may grant Awards under the Plan in substitution for stock and stock-based awards held by employees of
another entity who become employees of the Corporation or an Affiliate as a result of a merger or consolidation of the former employing
entity with the Corporation or an Affiliate or the acquisition by the Corporation or an Affiliate of property or stock of the former
employing corporation. The Committee may direct that the substitute awards be granted on such terms and conditions as the Committee
considers appropriate in the circumstances.


ARTICLE 15


CHANGES IN CAPITAL STRUCTURE


15.1.MANDATORY ADJUSTMENTS.
In the event of a nonreciprocal transaction between the Corporation and its shareholders that causes the per-share value of the
Stock to change (including, without limitation, any stock dividend, stock split, spin-off, rights offering, or large nonrecurring
cash dividend), the authorization limits under Section 5.1 shall be adjusted proportionately, and the Committee shall make such
adjustments to the Plan and Awards as it deems necessary, in its sole discretion, to prevent dilution or enlargement of rights
immediately resulting from such transaction. Action by the Committee may include: (i) adjustment of the number and kind of shares
that may be delivered under the Plan; (ii) adjustment of the number and kind of shares subject to outstanding Awards; (iii) adjustment
of the exercise price of outstanding Awards or the measure to be used to determine the amount of the benefit payable on an Award;
and (iv) any other adjustments that the Committee determines to be equitable. Notwithstanding the foregoing, the Committee shall
not make any adjustments to outstanding Options or SARs that would constitute a modification or substitution
of the stock right under Treas. Reg. Section 1.409A-1(b)(5)(v) that
would be treated as the grant of a new stock right or change in the form of payment for purposes of Code Section 409A. Without
limiting the foregoing, in the event of a subdivision of the outstanding Stock (stock-split), a declaration of a dividend payable
in Shares, or a combination or consolidation of the outstanding Stock into a lesser number of Shares, the authorization limits
under Section 5.1 shall automatically be adjusted proportionately, and the Shares then subject to each Award shall automatically,
without the necessity for any additional action by the Committee, be adjusted proportionately without any change in the aggregate
purchase price therefor.


15.2DISCRETIONARY
ADJUSTMENTS. Upon the occurrence or in anticipation of any corporate event or transaction involving the Corporation (including,
without limitation, any merger, reorganization, recapitalization, combination or exchange of shares, or any transaction described
in Section 15.1), the Committee may, in its sole discretion, provide (i) that Awards will be settled in cash rather than Stock,
(ii) that Awards will become immediately vested and non-forfeitable and exercisable (in whole or in part) and will expire after
a designated period of time to the extent not then exercised, (iii) that Awards will be assumed by another party to a transaction
or otherwise be equitably converted or substituted in connection with such transaction, (iv) that outstanding Awards may be settled
by payment in cash or cash equivalents equal to the excess of the Fair Market Value of the underlying Stock, as of a specified
date associated with the transaction, over the exercise or base price of the Award, (v) that performance targets and performance
periods for Performance Awards will be modified, or (vi) any combination of the foregoing. The Committee’s determination
need not be uniform and may be different for different Participants whether or not such Participants are similarly situated.


15.3GENERAL.
Any discretionary adjustments made pursuant to this Article 15 shall be subject to the provisions of Section 15.2. To the extent
that any adjustments made pursuant to this Article 15 cause Incentive Stock Options to cease to qualify as Incentive Stock Options,
such Options shall be deemed to be Nonstatutory Stock Options.


ARTICLE 16


AMENDMENT, MODIFICATION AND TERMINATION


16.1.AMENDMENT, MODIFICATION
AND TERMINATION. The Board or the Committee may, at any time and from time to time, amend, modify or terminate the Plan without
shareholder approval; provided, however, that if an amendment to the Plan would, in the reasonable
opinion of the Board or the Committee, either (i) materially increase the number of Shares available under the Plan, (ii) expand
the types of awards under the Plan, (iii) materially expand the class of participants eligible to participate in the Plan, (iv)
materially extend the term of the Plan, or (v) otherwise constitute a material change requiring shareholder approval under applicable
laws, policies or regulations, then such amendment shall be subject to shareholder
approval; and provided, further, that the Board or Committee may condition any other amendment or modification on the approval
of shareholders of the Corporation for any reason, including by reason of such approval being necessary or deemed advisable to
satisfy any tax, securities or other applicable laws, policies or regulations.


16.2.AWARDS PREVIOUSLY GRANTED.
At any time and from time to time, the Committee may amend, modify or terminate any outstanding Award without approval of the Participant;
provided, however:


(a)Subject
to the terms of the applicable Award Certificate, such amendment, modification or termination shall not, without the






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Participant’s
consent, reduce or diminish the value of such Award determined as if the Award had been exercised, vested, cashed in or otherwise
settled on the date of such amendment or termination (with the per-share value of an Option or SAR for this purpose being calculated
as the excess, if any, of the Fair Market Value as of the date of such amendment or termination over the exercise or base price
of such Award);


(b)The original
term of an Option or SAR may not be extended without the prior approval of the shareholders of the Corporation;


(c)No termination,
amendment, or modification of the Plan shall adversely affect any Award previously granted under the Plan, without the written
consent of the Participant affected thereby. An outstanding Award shall not be deemed to be “adversely affected” by
a Plan amendment if such amendment would not reduce or diminish the value of such Award determined as if the Award had been exercised,
vested, cashed in or otherwise settled on the date of such amendment (with the per-share value of an Option or SAR for this purpose
being calculated as the excess, if any, of the Fair Market Value as of the date of such amendment over the exercise or base price
of such Award).


16.3.COMPLIANCE
AMENDMENTS. Notwithstanding anything in the Plan or in any Award Certificate to the contrary, the Board may amend the Plan
or an Award Certificate, to take effect retroactively or otherwise, as deemed necessary or advisable for the purpose of conforming
the Plan or Award Certificate to any present or future law relating to plans of this or similar nature (including, but not limited
to, Section 409A of the Code, the 1933 Act, the 1934 Act, the Federal Deposit Insurance Act, the Bank Holding Company Act or the
Dodd-Frank Wall Street Reform and Consumer Protection Act to the extent required by law or regulations applicable to the Corporation
or any Affiliate), and to the administrative regulations and rulings promulgated thereunder, and to prevent “excessive parachute
payments” under Section 280G of the Code. By accepting an Award under this Plan, a Participant agrees to any amendment made
pursuant to this Section 16.3 to any Award granted under the Plan without further consideration or action.


ARTICLE 17


GENERAL PROVISIONS


17.1.RIGHTS OF PARTICIPANTS.


(a)No Participant
or any Eligible Participant shall have any claim to be granted any Award under the Plan. Neither the Corporation, its Affiliates
nor the Committee is obligated to treat Participants or Eligible Participants uniformly, and determinations made under the Plan
may be made by the Committee selectively among Eligible Participants who receive, or are eligible to receive, Awards (whether or
not such Eligible Participants are similarly situated).


(b)Nothing in the
Plan, any Award Certificate or any other document or statement made with respect to the Plan shall interfere with or limit in any
way the right of the Corporation or any Affiliate to terminate any Participant’s employment or status as an officer, or any
Participant’s service as a director, at any time, nor confer upon any Participant any right to continue as an employee, officer,
or director of the Corporation or any Affiliate, whether for the duration of a Participant’s Award or otherwise.


(c)Neither an Award
nor any benefits arising under this Plan shall constitute an employment contract with the Corporation or any Affiliate and, accordingly,
subject to Article 16, this Plan and the benefits hereunder may be terminated at any time in the sole and exclusive discretion
of the Committee without giving rise to any liability on the part of the Corporation or any of its Affiliates.


(d)No Award gives
a Participant any of the rights of a shareholder of the Corporation unless and until Shares are in fact issued to such person in
connection with such Award.


17.2.WITHHOLDING. The Corporation
or any Affiliate shall have the authority and the right to deduct or withhold, or require a Participant to remit to the Corporation
or such Affiliate, an amount sufficient to satisfy federal, state, and local taxes (including the Participant’s FICA obligation)
required by law to be withheld with respect to any exercise, lapse of restriction or other taxable event arising as a result of
the Plan. The obligations of the Corporation under the Plan will be conditioned on such payment or arrangements and the Corporation
or such Affiliate will, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise
due to the Participant. Unless otherwise determined by the Committee at the time the Award is granted or thereafter, any such withholding
requirement may be satisfied, in whole or in part, by withholding from the Award that number of Shares having a Fair Market Value
on the date of withholding equal to the minimum amount (and not any greater amount) required to be withheld for tax purposes, all
in accordance with such procedures as the Committee establishes. All such elections shall be subject to any restrictions or limitations
that the Committee, in its sole discretion, deems appropriate.


17.3. SPECIAL
PROVISIONS RELATED TO SECTION 409A OF THE CODE.


(a)General.
It is intended that the payments and benefits provided under the Plan and any Award shall either be exempt from the application
of, or comply with, the requirements of Section 409A of the Code. The Plan and all Award Certificates shall be construed in a manner
that effects such intent. Nevertheless, the tax treatment of the benefits provided under the Plan or any Award is not warranted
or guaranteed. Neither the Corporation, its Affiliates nor their respective directors, officers, employees or advisers (other than
in his or her capacity as a Participant) shall be held liable for any taxes, interest, penalties or other monetary amounts owed
by any Participant or other taxpayer as a result of the Plan or any Award.



(b)Definitional
Restrictions. Notwithstanding anything in the Plan or in any Award Certificate to the contrary, to the extent that any amount
or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would
otherwise be payable or distributable, or a different form of payment (e.g., lump sum or installment)
would be effected, under the Plan or any Award Certificate by reason of the occurrence of a Change in Control, or the Participant’s
Disability or separation from service, such amount or benefit will not be payable or distributable to the Participant,
and/or such different form of payment will not be effected, by reason of such circumstance unless the circumstances giving
rise to such Change in Control, Disability or separation from service meet any description or definition of “change in control
event,” “disability” or “separation from service,” as the case may be, in Section 409A of the
Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition).
This provision does not prohibit the vesting of any Award upon a Change in Control, Disability or separation from service,
however defined. If this provision prevents the payment or distribution of any amount or benefit, or the
application of a different form of payment of any amount or benefit, such payment or distribution shall be made at the time
and in the form that would have applied absent the Change in Control, Disability or separation from
service, as applicable.


(c)Allocation
among Possible Exemptions. If any one or more Awards granted under the Plan to a Participant could qualify for any separation
pay exemption described in Treas. Reg. Section 1.409A-1(b)(9), but such Awards in the aggregate exceed the dollar limit permitted
for the separation pay exemptions, the Corporation (acting through the Committee) shall determine which Awards or portions thereof
will be subject to such exemptions.






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(d)Installment
Payments. If, pursuant to an Award, a Participant is entitled to a series of installment
payments, such Participant’s right to the series of installment payments shall be treated as a right to a series of separate
payments and not to a single payment. For purposes of the preceding sentence, the term “series of installment payments”
has the meaning provided in Treas. Reg. Section 1.409A-2(b)(2)(iii) (or any successor thereto).


17.4.UNFUNDED
STATUS OF AWARDS. The Plan is intended to be an “unfunded” plan for incentive and deferred compensation. With respect
to any payments not yet made to a Participant pursuant to an Award, nothing contained in the Plan or any Award Certificate shall
give the Participant any rights that are greater than those of a general creditor of the Corporation or any Affiliate. In its sole
discretion, the Committee may authorize the creation of grantor trusts or other arrangements to meet the obligations created under
the Plan to deliver Shares or payments in lieu of Shares or with respect to Awards. This Plan is not intended to be subject to
Employee Retirement Income Security Act of 1974, as amended.


17.5.RELATIONSHIP TO OTHER BENEFITS.
No payment under the Plan shall be taken into account in determining any benefits under any pension, retirement, savings, profit
sharing, group insurance, welfare or benefit plan of the Corporation or any Affiliate unless provided otherwise in such other plan.
Nothing contained in the Plan will prevent the Corporation from adopting other or additional compensation arrangements, subject
to shareholder approval if such approval is required, and such arrangements may be either generally applicable or applicable only
in specific cases.


17.6.EXPENSES. The expenses
of administering the Plan shall be borne by the Corporation and its Affiliates.


17.7.TITLES AND HEADINGS.
The titles and headings of the Sections in the Plan are for convenience of reference only, and in the event of any conflict, the
text of the Plan, rather than such titles or headings, shall control.


17.8.GENDER AND NUMBER.
Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine; the plural shall
include the singular and the singular shall include the plural.


17.9.FRACTIONAL SHARES.
No fractional Shares shall be issued and the Committee shall determine, in its discretion, whether cash shall be given in lieu
of fractional Shares or whether such fractional Shares shall be eliminated by rounding up or down.


17.10.GOVERNMENT AND OTHER REGULATIONS.


(a)Notwithstanding
any other provision of the Plan, no Participant who acquires Shares pursuant to the Plan may, during any period of time that such
Participant is an affiliate of the Corporation (within the meaning of the rules and regulations of the Securities and Exchange
Commission under the 1933 Act), sell such Shares, unless such offer and sale is made (i) pursuant to an effective registration
statement under the 1933 Act, which is current and includes the Shares to be sold, or (ii) pursuant to an appropriate exemption
from the registration requirement of the 1933 Act, such as that set forth in Rule 144 promulgated under the 1933 Act.


(b)Notwithstanding
any other provision of the Plan, if at any time the Committee shall determine that the registration, listing or qualification of
the Shares covered by an Award upon any exchange or under any federal, state or local law or practice, or the consent or approval
of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the granting of such Award
or the purchase or receipt of Shares thereunder, no Shares may be purchased, delivered or received pursuant to such Award unless
and until such registration, listing, qualification, consent or approval shall have been effected or obtained free of any condition
not acceptable to the Committee. Any Participant receiving or purchasing Shares pursuant to an Award shall make such representations
and agreements and furnish such information as the Committee may request to assure compliance with the foregoing or any other applicable
legal requirements. The Corporation shall not be required to issue or deliver any certificate or certificates for Shares under
the Plan prior to the Committee’s determination that all related requirements have been fulfilled. The Corporation shall
in no event be obligated to register any securities pursuant to the 1933 Act or applicable state law or to take any other action
in order to cause the issuance and delivery of such certificates to comply with any such law, regulation or requirement.


17.11.GOVERNING LAW. To
the extent not governed by federal law, the Plan and all Award Certificates shall be construed in accordance with and governed
by the laws of the State of Connecticut.


17.12.SEVERABILITY. In the
event that any provision of this Plan is found to be invalid or otherwise unenforceable under any applicable law, such invalidity
or unenforceability will not be construed as rendering any other provisions contained herein as invalid or unenforceable, and all
such other provisions will be given full force and effect to the same extent as though the invalid or unenforceable provision was
not contained herein.


17.13.NO LIMITATIONS
ON RIGHTS OF CORPORATION. The grant of any Award shall not in any way affect the right or power of the Corporation to make
adjustments, reclassification or changes in its capital or business structure or to merge, consolidate, dissolve, liquidate, sell
or transfer all or any part of its business or assets. The Plan shall not restrict the authority of the Corporation, for proper
corporate purposes, to draft or assume awards, other than under the Plan, to or with respect to any person. If the Committee so
directs, the Corporation may issue or transfer Shares to an Affiliate, for such lawful consideration as the Committee may specify,
upon the condition or understanding that the Affiliate will transfer such Shares to a Participant in accordance with the terms
of an Award granted to such Participant and specified by the Committee pursuant to the provisions of the Plan.


17.14.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 Corporation against and from any loss, cost, liability, or expense that may be imposed
upon or reasonably incurred by him or her in connection with or resulting from any claim,
action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action
taken or failure to act under the Plan and against and from any and all amounts paid by him or her in settlement thereof, with
the Corporation’s approval, or paid by him or her in satisfaction of any judgment in any such action, suit, or proceeding
against him or her, provided he or she shall give the Corporation 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, unless such loss, cost, liability, or expense is a result of his or her own willful misconduct or
except as expressly provided by statute. The foregoing right of indemnification shall not
be exclusive of any other rights of indemnification to which such persons may be entitled under the Corporation’s
certificate of incorporation or bylaws, as a matter of law, or otherwise, or any power that the Corporation may have to
indemnify them or hold them harmless.


 


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