MEDGENICS, INC.


 


STOCK INCENTIVE PLAN


 


As Amended and Restated Effective March
5, 2012


 


Article
I


Purpose and Adoption
of the Plan


 


1.01        Purpose.
The Medgenics, Inc. Stock Incentive Plan (the “Incentive Plan”) was adopted by the Company to assist the Company and
its Affiliates in attracting and retaining valued employees, directors, consultants and advisors; to act as an incentive in motivating
selected employees, directors, consultants and advisors to achieve long-term corporate objectives; and to allow those employees,
directors, consultants and advisors to share the benefits of future growth in the value of the Company that they help to create
by providing them with the opportunity to acquire shares of Common Stock.


 


1.02        Adoption
and Term. The Incentive Plan was originally approved by the Board and became effective as of March 31, 2006. The “Effective
Date” of this amended and restated Incentive Plan is March 5, 2012, subject to approval of the Incentive Plan by the stockholders
of the Company. No Awards may be granted under the Incentive Plan after the tenth anniversary of the Effective Date, or until terminated
by action of the Board, whichever occurs sooner. The Incentive Plan shall remain in effect as long as any Awards are outstanding
hereunder.


 


Article
II


Definitions


 


For the purposes of
the Incentive Plan, capitalized terms shall have the following meanings:


 


 


 


2.01        Affiliate.
“Affiliate” means any corporation or other entity which would be a subsidiary corporation with respect to the
Company as defined in Section 424(f) of the Code.


 


2.02        Award.
“Award” means any award of an Option, Stock Appreciation Rights, Restricted Stock, Stock Unit or other stock-based
grant under the Incentive Plan. Any Award under the Incentive Plan may be granted singularly, in combination with another Award
(or Awards), or in tandem whereby the exercise or vesting of one Award held by a Participant cancels another Award held by the
Participant.


 


2.03        Award
Agreement. “Award Agreement” means a written agreement (in whatever medium prescribed by the Committee)
between the Company and a Participant or a written notice from the Company to a Participant specifically setting forth the terms
and conditions of an Award granted under the Incentive Plan. Such document is referred to as an agreement regardless of whether
any Participant signature is required.






    	                      



    	 



    
 





2.04        Beneficiary.
“Beneficiary” means an individual, trust, or estate who or which, by a written designation of the Participant filed
with the Company or by operation of law, succeeds to the rights and obligations of the Participant under the Incentive Plan and
an Award Agreement upon the Participant’s death.


 


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


 


2.06        Change
in Control. “Change in Control” means any one of the following events:


 


(a)        consummation
of the acquisition by any person (as such term is defined in Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as
amended from time to time (the “1934 Act”)) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under
the 1934 Act) of fifty percent (50%) or more of the combined voting power of the then outstanding voting securities of the Company;


 


(b)        the
individuals who, as of the Effective Date, are members of the Board cease for any reason to constitute a majority of the Board,
unless the election, or nomination for election by the stockholders, of any new director was approved by a vote of a majority of
the Board; or


 


(c)        the
consummation of: (1) a merger or consolidation to which the Company is a party if the stockholders immediately before such merger
or consolidation do not, as a result of such merger or consolidation, own, directly or indirectly, more than fifty percent (50%)
of the combined voting power of the then outstanding voting securities of the entity resulting from such merger or consolidation
in substantially the same proportion as their ownership of the combined voting power of the Company’s voting securities outstanding
immediately before such merger or consolidation or (2) a complete liquidation or dissolution of the Company.


 


Notwithstanding
the foregoing, a Change in Control shall not be deemed to occur solely because fifty percent (50%) or more of the combined voting
power of the Company’s then outstanding securities is acquired by: (1) a trustee or other fiduciary holding securities under
one or more employee benefit plans maintained for employees of the entity; or (2) any corporation which, immediately after such
acquisition is owned directly or indirectly by the stockholders of the Company in substantially the same proportion as their ownership
of stock immediately prior to such acquisition.


 


Further notwithstanding
the foregoing, in the event that any Award constitutes deferred compensation, and the settlement of, or distribution of benefits
under such Award is to be triggered by a Change in Control, then such settlement or distribution shall be subject to the event
constituting the Change in Control also constituting a “change in control event” under Code Section 409A.


 


2.07        Code.
“Code” means the Internal Revenue Code of 1986, as amended from time to time. References to a section of the
Code include that section and any comparable section or sections of any future legislation that amends, supplements, or supersedes
that section.


 


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






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2.09        Committee.
“Committee” means the Committee acting under Section 3.01 below.


 


2.10        Company.
“Company” means Medgenics, Inc., a Delaware corporation, and any successor company.


 


2.11        Date
of Grant. “Date of Grant” means the date designated by the Board as the date as of which it grants an Award,
which shall not be earlier than the date on which the Board approves the granting of the Award.


 


2.12        Disability.
“Disability” means that a 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 twelve (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 twelve
(12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health
plan covering the Company’s employees.


 


2.13        Effective
Date. “Effective Date” is defined in Section 1.02 of the Incentive Plan.


 


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


 


2.15        Exercise
Price. “Exercise Price” means the price established with respect to an Option or Stock Appreciation Right
pursuant to Section 6.01(b) below.


 


2.16        Fair
Market Value. “Fair Market Value” means, as of any applicable date: (i) if the Common Stock is listed
on a national securities exchange or is authorized for quotation on the Nasdaq National Market System (“NMS”), the
closing sales price of the Common Stock on the exchange or NMS, as the case may be, on that date, or, if no sale of the Common
Stock occurred on that date, on the next preceding date on which there was a reported sale; or (ii) if none of the above apply,
the closing bid price as reported by the Nasdaq SmallCap Market on that date, or if no price was reported for that date, on the
next preceding date for which a price was reported; or (iii) if none of the above apply, the last reported bid price published
in the “pink sheets” or displayed on the National Association of Securities Dealers, Inc. (“NASD”), Electronic
Bulletin Board, as the case may be; or (iv) if none of the above apply, the fair market value of the Common Stock as determined
by the Board in accordance with Code Sections 409A and 422, to the extent required.


 


2.17        Incentive
Plan. “Incentive Plan” means the Medgenics, Inc. Stock Incentive Plan described in this document and as
it may be amended from time to time.


 


2.18        Incentive
Stock Option. “Incentive Stock Option” means a stock option within the meaning of Section 422 of the Code.


 


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






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2.20        Non-Qualified
Stock Option. “Non-Qualified Stock Option” means a stock option which is not an Incentive Stock Option.


 


2.21        Non-Vested
Share. “Non-Vested Share” means shares of the Company Common Stock issued to a Participant in respect of
the non-vested portion of an Option in the event of the early exercise of such Participant’s Options pursuant to such Participant’s
Award Agreement, as permitted in Section 6.06 below.


 


2.22        Option.
“Option” means all Non-Qualified Stock Options and Incentive Stock Options granted at any time under the Incentive
Plan.


 


2.23        Participant.
“Participant” means a person who is granted, and currently holds, an Award in accordance with the Incentive Plan.


 


2.24        Performance-Based
Compensation. “Performance-Based Compensation” has the meaning ascribed to such term in Code Section 162(m).


 


2.25        Purchase
Price.  “Purchase Price” means the amount that a Participant is or may be required to pay with respect
to an Award of Restricted Stock under Article VII below or with respect to an Award of stock purchase rights under Section 8.01
below.


 


2.26        Restricted
Stock. “Restricted Stock” means an Award consisting of shares of Common Stock subject to the restrictions
granted under Article VII below.


 


2.27        Stock
Appreciation Rights. “Stock Appreciation Rights” means Awards granted in accordance with Section 6.02
below.


 


2.28        Stock
Unit. “Stock Unit” means a unit of value, equal at any relevant time to the Fair Market Value of a share
of Common Stock, established by the Board as a means of measuring the value of a Participant’s Stock Unit Account.


 


2.29        Stock
Unit Account. “Stock Unit Account” means the bookkeeping account maintained by the Committee on behalf
of each Participant who is credited with Stock Units and dividend equivalents thereon pursuant to Section 8.02 below.


 


2.30        Termination
of Service. “Termination of Service” means the termination of a person’s status as a director and
an employee, and termination of a business relationship with a consultant, advisor or any other Participant who is neither an employee
nor a member of the Board. Subject to the terms of Code Section 409A and the regulations promulgated thereunder, a leave of absence
shall not be considered a Termination of Service for purposes of the Incentive Plan.


 


Article
III


Administration


 


3.01        Committee.
The Incentive Plan shall be administered by the Committee. The Committee shall be selected by the Board. At any time the
Common Stock is publicly traded, the Committee shall be comprised of two (2) or more members of the Board, each of whom is (a) a
“non-employee director” (within the meaning of Rule 16b-3 promulgated under the Exchange Act), (b) an “outside
director” (within the meaning of Code Section 162(m)) and (c) an “independent director” (within the meaning
of applicable stock exchange rules). Subject to applicable stock exchange rules, if the Committee does not exist, or for any other
reason determined by the Board, the Board may take any action under the Incentive Plan that would otherwise be the responsibility
of the Committee.






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3.02        Powers
of the Committee. The Committee’s administration of the Incentive Plan shall be subject to the following:


 


(a)        Subject
to the provisions of the Incentive Plan, the Committee will have the authority and discretion to select from among the employees,
directors and service providers of the Company or its Affiliates those persons who shall receive Awards, to determine the time
or times of receipt, to determine the types of Awards and the number of shares covered by the Awards, to establish the terms, conditions,
performance criteria, restrictions, and other provisions of such Awards, and (subject to the restrictions imposed by Section 9.14
below) to cancel or suspend Awards.


 


(b)        The
Committee will have the authority and discretion to interpret the Incentive Plan, to establish, amend and rescind any rules and
regulations relating to the Incentive Plan, and to make all other determinations that may be necessary or advisable for the administration
of the Incentive Plan.


 


(c)        Any
interpretation of the Incentive Plan by the Committee and any decision made by it under the Incentive Plan are final and binding
on all persons.


 


(d)        The
Committee shall make decisions by a majority vote of its members.


 


(e)        In
controlling and managing the operation and administration of the Incentive Plan, the Committee shall take action in a manner that
conforms to the articles and bylaws of the Company and applicable state corporate law.


 


3.03        Delegation
by Committee. Except to the extent prohibited by applicable law, the applicable rules of a stock exchange or the Incentive
Plan, or as may be necessary to comply with the exemptive provisions of Rule 16b-3 under the Exchange Act, the Committee may allocate
all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its
responsibilities and powers to any person or persons selected by it, including: (a) delegating to a committee of one or more
members of the Board who are not “outside directors” within the meaning of Code Section 162(m), the authority to grant
Awards under the Incentive Plan to eligible persons who are either: (i) not then “covered employees,” within the meaning
of Code Section 162(m) and are not expected to be “covered employees” at the time of recognition of income resulting
from such Award; or (ii) not persons with respect to whom the Company wishes to comply with Code Section 162(m); and/or (b)
delegating to a committee of one or more members of the Board who are not “non-employee directors,” within the meaning
of Rule 16b-3, the authority to grant Awards under the Incentive Plan to eligible persons who are not then subject to Section 16
of the Exchange Act.  Any such allocation or delegation may be revoked by the Committee at any time.  To the extent permitted
by applicable law and resolution of the Board, the Committee may delegate all or any part of its responsibilities to any officer
of the Company.






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3.04        Information
to be Furnished to Committee. As may be permitted by applicable law, the Company and its subsidiaries shall furnish
the Committee with such data and information as it determines may be required for it to discharge its duties.  The records
of the Company and its subsidiaries as to an employee’s or Participant’s employment, termination of employment, leave
of absence, reemployment and compensation shall be conclusive on all persons unless determined by the Committee to be manifestly
incorrect.  Subject to applicable law, Participants and other persons entitled to benefits under the Incentive Plan must furnish
the Committee such evidence, data or information as the Committee considers desirable to carry out the terms of the Incentive Plan.


 


3.05        Expenses
and Liabilities. All expenses and liabilities incurred by the Committee in the administration and interpretation of
the Incentive Plan shall be borne by the Company. The Committee may employ attorneys, consultants, accountants or other persons
in connection with the administration and interpretation of the Incentive Plan, and the Company, and its officers and directors,
shall be entitled to rely upon the advice, opinions and valuations of any such persons.


 


Article
IV


Stock


 


4.01        Number
of Shares. The maximum number of shares authorized to be issued under the Incentive Plan shall be 2,478,571 shares
of the Company’s Common Stock (all of which may be granted as Incentive Stock Options); provided, however,
that for so long as the Company’s Common Stock is admitted for trading on the Official List of the United Kingdom Listing
Authority or on AIM, the market operated by London Stock Exchange plc, on the date of grant of any Award hereunder (the “Relevant
Grant Date”), the aggregate number of shares in respect of which Awards granted on or after December 4, 2007 and which remain
outstanding and unexercised shall not exceed 12% of the number of shares of the Company’s Common Stock issued and outstanding
on the Relevant Grant Date. The number of shares available for issuance under the Incentive Plan (including the number that may
be granted as Incentive Stock Options) shall be subject to adjustment in accordance with Section 9.07 below. The shares to be offered
under the Incentive Plan shall be authorized and unissued shares of Common Stock, or issued shares of Common Stock that have been
reacquired by the Company in private or public transactions.


 


4.02        Reuse
of Shares.


 


(a)        To
the extent any shares of Common Stock covered by an Award are not delivered to a Participant or Beneficiary for any reason, including
because the Award is forfeited, canceled or settled in cash, such shares shall not be deemed to have been issued for purposes of
determining the maximum number of shares of Common Stock authorized to be issued under the Incentive Plan and shall again become
eligible for issuance under the Incentive Plan.






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(b)        With
respect to Stock Appreciation Rights that are settled in shares, only shares actually delivered shall be counted for purposes of
determining the maximum number of shares of Common Stock authorized to be issued under the Incentive Plan.


 


(c)        If
the Exercise Price of any Option is satisfied by the tendering of shares to the Company (whether by actual delivery or by attestation
and whether or not such tendered shares were acquired pursuant to an Award), only the number of shares delivered net of the shares
tendered shall be deemed issued for purposes of determining the maximum number of shares of Common Stock authorized to be issued
under the Incentive Plan.


 


(d)        If
the withholding tax liabilities arising from an Award are satisfied by the tendering of shares to the Company (whether by actual
delivery or by attestation and whether or not such tendered shares were acquired pursuant to an Award) or by the withholding of
shares by the Company, such shares shall not be deemed to have been issued for purposes of determining the maximum number of shares
of Common Stock authorized to be issued under the Incentive Plan and shall again become eligible for issuance under the Incentive
Plan.


 


4.03        Limitations
on Grants to Individuals. The following limitations shall apply with respect to Awards:


 


(a)        Options
and Stock Appreciation Rights.  The maximum number of shares of Common Stock that may be subject to Options
or Stock Appreciation Rights granted to any one Participant during any calendar year that are intended to be Performance-Based
Compensation, and then only to the extent that such limitation is required by Code Section 162(m), shall be 300,000. For purposes
of this Section 4.03(a), if an Option is granted in tandem with a Stock Appreciation Right, such that the exercise of the
Option or Stock Appreciation Right with respect to a share cancels the tandem Stock Appreciation Right or Option, respectively,
with respect to such share, the tandem Option and Stock Appreciation Right with respect to each share shall be counted as covering
one share for purposes of applying the limitations of this Section 4.03(a).


 


(b)        Stock
Awards.  The maximum number of shares of Common Stock that may be subject to Restricted Stock Awards or other
stock-based Awards that are granted to any one Participant during any calendar year and are intended to be Performance-Based Compensation,
and then only to the extent that such limitation is required by Code Section 162(m), shall be 300,000.


 


(c)        Stock-Based
Awards Settled in Cash.  The maximum dollar amount that may be payable to any one Participant pursuant to cash-settled
stock-based Awards that are granted to any one Participant during any calendar year and are intended to be Performance-Based Compensation,
and then only to the extent that such limitation is required by Code Section 162(m), shall be $300,000.


 


(d)        Dividends,
Dividend Equivalents and Earnings.  For purposes of determining whether an Award is intended to be qualified
as Performance-Based Compensation under the foregoing limitations of this Section 4.03, (i) the right to receive dividends
and dividend equivalents with respect to any Award that is not yet vested shall be treated as a separate Award, and (ii) if the
delivery of any shares or cash under an Award is deferred, any earnings, including dividends and dividend equivalents, shall be
disregarded.






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(e)        Partial
Performance. Notwithstanding the preceding provisions of this Section 4.03, if in respect of any performance period
or restriction period, the Committee grants to a Participant Awards having an aggregate dollar value and/or number of shares less
than the maximum dollar value and/or number of shares that could be paid or awarded to such Participant based on the degree to
which the relevant performance measures were attained, the excess of such maximum dollar value and/or number of shares over the
aggregate dollar value and/or number of shares actually subject to Awards granted to such Participant shall be carried forward
and shall increase the maximum dollar value and/or the number of shares that may be awarded to such Participant in respect of the
next performance period or restriction period in respect of which the Committee grants to such Participant an Award intended to
qualify as Performance-Based Compensation, subject to adjustment pursuant to Section 9.07 below.


 


4.04        Delivery
of Shares. Delivery of shares of Common Stock or other amounts under the Incentive Plan shall be subject to the following:


 


(a)        Compliance
with Applicable Laws.  Notwithstanding any other provision of the Incentive Plan, the Company shall have no
obligation to deliver any shares of Common Stock or make any other distribution of benefits under the Incentive Plan unless such
delivery or distribution complies with all applicable laws (including, the requirements of the Securities Act of 1933, as amended
from time to time), and the applicable requirements of any securities exchange or similar entity.


 


(b)        Certificates. 
To the extent that the Incentive Plan provides for the issuance of shares of Common Stock, the issuance may be affected on
a non-certificated basis, to the extent not prohibited by applicable law or the applicable rules of any securities exchange or
similar entity.


 


Article
V


Participation


 


5.01        Eligible
Participants. Participants in the Incentive Plan shall be employees, directors, consultants and advisors of the Company
or an Affiliate that the Committee, in its sole discretion, may designate from time to time. The Committee’s designation
of a Participant in any year shall not require the Committee to designate the person to receive Awards in any other year. The Committee
shall consider those factors it deems pertinent in selecting Participants and in determining the types and amounts of their respective
Awards.


 


Article
VI


Stock Options
& Stock Appreciation Rights


 


6.01        Option
Awards.


 


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






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(b)        Exercise
Price of Options. Subject to Section 6.01(d) below with respect to Incentive Stock Options, the Exercise Price of each
Option for purchase of shares of Common Stock under any Option granted under the Incentive Plan shall be determined by the Committee
and shall be set forth in the Award Agreement. Except as provided in Section 9.07 below, the Exercise Price will not be less
than One Hundred percent (100%) of the Fair Market Value of a share of Common Stock on the Date of Grant.


 


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


 


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


 


(e)        Rights
as a Stockholder. A Participant or a transferee of an Option pursuant to Section 9.03 below shall have no rights as a stockholder
with respect to the shares of Common Stock covered by an Option until that Participant or transferee becomes the holder of record
of the shares, and no adjustment shall be made to the shares of Common Stock for dividends in cash or other property or distributions
of other rights on the Common Stock for which the record date is prior to the date on which that Participant or transferee became
the holder of record of any of the shares covered by the Option; provided, however, that Participants are entitled to share
adjustments to reflect capital changes under Section 9.07 below.






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6.02        Stock
Appreciation Rights.


 


(a)        Stock
Appreciation Right Awards. The Committee is authorized to grant to any Participant one or more Stock Appreciation Rights.
Such Stock Appreciation Rights may be granted either independent of or in tandem with or by reference to Options granted prior
to or simultaneously with the grant of such rights to the same Participant. Stock Appreciation Rights may be granted in tandem
with or by reference to a related Option, in which event the Participant may elect to exercise either the Option or the Stock Appreciation
Right, but not both, as to the same share subject to the Option and the Stock Appreciation Right, or the Stock Appreciation Right
may be granted independently of a related Option. Upon exercise of a Stock Appreciation Right with respect to a share of Common
Stock, the Participant shall be entitled to receive an amount equal to the excess, if any, of (i) the Fair Market Value of a share
of Common Stock on the date of exercise over (ii) the Exercise Price of such Stock Appreciation Right established in the Award
Agreement, which amount shall be payable as provided in Section 6.02(c) below.


 


(b)        Exercise
Price. The Exercise Price established under any Stock Appreciation Right granted under the Incentive Plan shall be determined
by the Committee, but in the case of Stock Appreciation Rights granted in tandem with Options shall not be less than the Exercise
Price of such Options. Except as provided in Section 9.07 below, the Exercise Price will not be less than One Hundred percent
(100%) of the Fair Market Value of a share of Common Stock on the Date of Grant.


 


(c)        Payment
of Incremental Value. Any payment which may become due from the Company by reason of a Participant’s exercise of
a Stock Appreciation Right may be paid to the Participant as determined by the Committee (i) all in cash, (ii) all in Common Stock,
or (iii) in any combination of cash and Common Stock. In the event that all or a portion of the payment is made in Common Stock,
the number of shares of Common Stock delivered in satisfaction of such payment shall be determined by dividing the amount of such
payment or portion thereof by the Fair Market Value on the Exercise Date.


 


6.03        Terms
of Stock Options & Stock Appreciation Rights.


 


(a)        Conditions
on Exercise. An Award Agreement with respect to Options and/or Stock Appreciation Rights may contain conditions or restrictions
as determined by the Committee at the time of grant.


 


(b)        Duration
of Options. Unless otherwise provided in an Award Agreement, Options and/or Stock Appreciation Rights shall terminate after
the first to occur of the following events:


 


(i)        termination
of the Award as provided in Section 6.03(e) below, following the applicable Participant’s Termination of Service; and


 


(ii)        ten
years from the Date of Grant (five years in certain cases, as described in Section 6.01(d) above).


 


(c)        Acceleration
of Exercise Time. The Committee, in its sole discretion, shall have the right (but shall not in any case be obligated),
exercisable at any time after the Date of Grant, to permit the exercise of any Option and/or Stock Appreciation Right prior to
the time the Award would otherwise vest under the terms of the related Award Agreement.






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(d)        Extension
of Exercise Time. In addition to the extensions permitted under Section 6.03(e) below in the event of Termination of Service,
the Committee, in its sole discretion, shall have the right (but shall not in any case be obligated), exercisable on or at any
time after the Date of Grant, to permit the exercise of any Option and/or Stock Appreciation Right after its expiration date described
in Section 6.03(e) below, subject, however, to the limitations described in Section 6.03(b)(ii) above.


 


(e)        Exercise
of Options Upon Termination of Service. Unless otherwise provided in an Award Agreement, the following rules shall govern
the treatment of Options and/or Stock Appreciation Rights upon Termination of Service:


 


(i)        Termination
of Options and/or Stock Appreciation Rights Upon Termination of Service.


 


(A)        Termination
Other Than Due to Death or Disability. In the event of a Participant’s Termination of Service for any reason other than
death or Disability, the right of the Participant to exercise any vested Options and/or Stock Appreciation Rights shall, unless
the exercise period is extended by the Committee in accordance with Section 6.03(d) above, terminate upon the earlier of:
(I) ninety (90) days after the date of the Termination of Service; and (II) the date of expiration of the Options and/or Stock
Appreciation Rights determined pursuant to Section 6.03(b)(ii) above.


 


(B)        Death
or Disability. In the event of a Participant’s Termination of Service by reason of the Participant’s death or Disability,
the right of the Participant to exercise any vested Options and/or Stock Appreciation Rights shall, unless the exercise period
is extended by the Committee in accordance with Section 6.03(d) above, terminate upon the earlier of: (I) one year after the date
of the Termination of Service; and (II) the date of expiration of the Options and/or Stock Appreciation Rights determined pursuant
to Section 6.03(b)(ii) above.


 


(ii)        Termination
of Unvested Options Upon Termination of Service. Subject to Section 6.06 below, to the extent the right to exercise
Options and/or Stock Appreciation Rights, or any portion thereof, has not vested as of the date of Termination of Service, the
right shall expire on the date of Termination of Service regardless of the reason for the Termination of Service.


 


6.04        Exercise
Procedures. Each Option and Stock Appreciation Right granted under the Incentive Plan shall be exercised under such
procedures and by such methods as the Committee may establish or approve from time to time. The payment of the Exercise Price of
an Option shall be by cash or, subject to limitations imposed by applicable law, by such other means as the Committee may from
time to time permit, including: (a) by tendering, either actually or by attestation, shares of Common Stock acceptable to
the Committee and valued at Fair Market Value as of the day of exercise; (b) by irrevocably authorizing a third party, acceptable
to the Committee, to sell shares of Common Stock acquired upon exercise of the Option and to remit to the Company a sufficient
portion of the sale proceeds to pay the entire Exercise Price and any tax withholding resulting from such exercise; (c) by
payment through a net exercise such that, without the payment of any funds, the Participant may exercise the Option and receive
the net number of shares of Common Stock equal in value to (i) the number of shares as to which the Option is being exercised,
multiplied by (ii) a fraction, the numerator of which is the Fair Market Value (on such date as is determined by the Committee)
less the Exercise Price, and the denominator of which is such Fair Market Value (the number of net shares to be received shall
be rounded down to the nearest whole number of shares); (d) by personal, certified or cashiers’ check; (e) by other
property deemed acceptable by the Committee or (f) by any combination thereof. The Participant may not transfer to the Company
in satisfaction of the Exercise Price any fractional share of Common Stock.






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6.05        Change
in Control. Unless otherwise stated in the Award Agreement, in the event of a Change in Control, all Options and/or
Stock Appreciation Rights outstanding as of the effective date of the Change in Control that have not previously vested or terminated
under the terms of the applicable Award Agreement shall be immediately and fully vested and exercisable; provided however,
for purposes of this Section 6.05, unless otherwise determined by the Committee, no Change in Control
of the Company shall be deemed to have occurred for purposes of determining a Participant’s rights under the Incentive Plan
if (i) the Participant is a member of a group that first announces a proposal which, if successful, would result in a Change in
Control, which proposal (including any modifications thereof) is ultimately successful, or (ii) the Participant acquires or otherwise
owns a two percent or more equity interest in the entity that ultimately acquires the Company pursuant to the transaction described
in clause (i) of this Section 6.05.


 


6.06        Early
Exercise. An Award Agreement may provide the Participant the right to exercise the Option in whole or in part prior
to the date the Option is fully vested. The provision may be included in the Award Agreement at the time of grant of the Option
or may be added to the Award Agreement by amendment at a later date. In the event of an early exercise of an Option, any shares
of Common Stock received shall be subject to a repurchase right in favor of the Company with terms established by the Committee.
The Committee shall determine the time and/or the event that causes the repurchase right to terminate and fully vest the Common
Stock in the Participant.


 


Article
VII


Restricted Stock


 


7.01        Restricted
Stock Awards. The Committee may grant to any Participant an Award of a number of shares of Common Stock subject to
the terms, conditions, and restrictions as determined by the Committee. Such restrictions may be based on performance standards,
periods of service, retention by the Participant of ownership of specified shares of Common Stock, or other criteria, as determined
by the Committee. The terms of any Restricted Stock Award granted under the Incentive Plan shall be set forth in an Award Agreement
that shall contain provisions determined by the Committee and not inconsistent with the Incentive Plan.


 


(a)        Issuance
of Restricted Stock. As soon as practicable after the Date of Grant of a Restricted Stock Award by the Committee, the Company
shall cause to be transferred on its books the number of shares of Restricted Stock awarded to the Participant, and the shares
shall be issued in the name of the Participant. In the discretion of the Committee, the Restricted Stock may be subject to forfeiture
to the Company as of the Date of Grant if an Award Agreement for the Restricted Stock covered by the Award is not signed by the
Participant and timely returned to the Company. Until the lapse or release of all forfeiture restrictions applicable to an Award
of Restricted Stock, the share certificates representing the Restricted Stock may be held, in the Company’s discretion, in
custody by the Company, its designee, or, if the certificates bear a restrictive legend, by the Participant.






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(b)        Stockholder
Rights. Beginning on the Date of Grant of a Restricted Stock Award, subject to execution of the related Award Agreement
and the provisions contained therein, the Participant shall become a stockholder of the Company with respect to the shares of Restricted
Stock subject to the Award Agreement and shall have all of the rights of a holder of Common Stock, including, but not limited to,
the right to vote and to receive dividends; provided, however, that any Common Stock or other securities distributed as
a dividend or otherwise related to any Restricted Stock on which the Award Agreement restrictions have not yet lapsed, shall be
subject to the same restrictions as such Restricted Stock and held or restricted as provided in Section 7.01(a) above.


 


(c)        Restriction
on Transferability. No Restricted Stock may be assigned or transferred (other than by will or the laws of descent and distribution
or to an inter vivos trust under which the Participant is treated as the owner under Sections 671 through 677 of the Code),
pledged, or sold prior to the lapse of the restrictions applicable to them.


 


(d)        Delivery
of Stock Upon Vesting. Upon expiration or termination of the forfeiture period without a forfeiture and the satisfaction
of or release from any other conditions prescribed by the Committee in the Award Agreement, or at any earlier time provided under
the provisions of Section 7.03 below, the restrictions applicable to the Restricted Stock shall lapse. After the lapse of
such restrictions, the Company shall, subject to the requirements of Section 9.04 below, promptly deliver to the Participant
or, in case of the Participant’s death, to the Participant’s Beneficiary, one or more share certificates for the appropriate
number of shares of Common Stock, free of all forfeiture restrictions (but not free of any transfer restrictions applicable to
Common Stock generally or under the terms of an Award Agreement).


 


7.02        Terms
of Restricted Shares.


 


(a)        Forfeiture
of Restricted Shares. Subject to Sections 7.02(b) and 7.03 below, Restricted Stock shall be forfeited and returned to the
Company and all rights of the Participant with respect to the Restricted Stock shall terminate in the event of a Termination of
Service occurring prior to the expiration of the forfeiture period for the Restricted Stock and the Participant satisfies any and
all other conditions set forth in the Award Agreement.


 


(b)        Waiver
of Forfeiture Period. Notwithstanding anything contained in this Article VII to the contrary, the Committee may, in its
sole discretion, waive the forfeiture period and any other conditions set forth in any Award Agreement under appropriate circumstances
(including the death or Disability of the Participant or a material change in circumstances arising after the date of an Award)
and subject to any terms and conditions (including forfeiture of a proportionate number of shares of Restricted Stock) that the
Committee may deem appropriate.






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7.03        Change
in Control. Unless otherwise stated in the Award Agreement, in the event of a Change in Control, all restrictions applicable
to a Restricted Stock Award shall terminate fully (other than the transfer or other restrictions generally applicable to Common
Stock) and the Participant shall immediately have the right to the delivery of share certificates for the Restricted Stock in accordance
with Section 7.01(d) above. Notwithstanding the foregoing, unless
otherwise determined by the Committee, no Change in Control of the Company shall be deemed to have occurred for purposes of determining
a Participant’s rights under the Incentive Plan if (i) the Participant is a member of a group that first announces a proposal
which, if successful, would result in a Change in Control, which proposal (including any modifications thereof) is ultimately successful,
or (ii) the Participant acquires or otherwise owns a two percent or more equity interest in the entity that ultimately acquires
the Company pursuant to the transaction described in clause (i) of this Section 7.03.


 


Article
VIII


Other Stock-Based
Awards


 


8.01        Grant
of Other Stock-Based Awards. Other stock-based Awards, consisting of stock purchase rights, restricted stock unit Awards,
Awards of Common Stock, or Awards valued in whole or in part by reference to, or otherwise based on, Common Stock, may be granted
either alone or in addition to or in conjunction with other Awards under the Incentive Plan. Subject to the provisions of the Incentive
Plan, the Committee shall have sole and complete authority to determine the persons to whom and the time or times at which such
Awards shall be made, the number of shares of Common Stock to be granted pursuant to such Awards, and all other terms and conditions
of the Awards. Any such Award shall be confirmed by an Award Agreement executed by the Company and the Participant, which Award
Agreement shall contain such provisions as the Committee determines to be necessary or appropriate to carry out the intent of the
Incentive Plan with respect to such Award.


 


8.02        Terms
of Other Stock-Based Awards. Unless otherwise provided in the Award Agreement, Awards made pursuant to this Article
VIII shall be subject to the following:


 


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


 


(b)        The
recipient of an Award under this Article VIII shall be entitled to receive interest or dividends or dividend equivalents with respect
to the Common Stock or other securities covered by the Award, subject to any terms as may be established by the Committee.


 


(c)        If
the vesting of an outstanding Award is conditioned upon the achievement of performance measures, then the Award shall be subject
to the following:


 


(i)        If,
at the time of the Change in Control, the established performance measures are less than fifty percent (50%) attained (as determined
in the sole discretion of the Committee, based upon a pro rata determination through the date of the Change in Control), then such
Award shall become vested and exercisable on a fractional basis with the numerator being equal to the percentage of attainment
and the denominator being fifty percent (50%).






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(ii)        If
at the time of the Change in Control, the established performance measures are at least fifty percent (50%) attained (as determined
in the sole discretion of the Committee, based upon a pro rata determination through the date of the Change in Control), then such
Award shall become fully vested and exercisable.


 


Article
IX


Terms Applicable
to All Awards Granted under the Incentive Plan


 


9.01        Plan
Provisions Control Award Terms. The terms of the Incentive Plan shall govern all Awards granted under the Incentive
Plan, and the Committee may not grant any Award under the Incentive Plan that contains terms that are contrary to any of the provisions
of the Incentive Plan. In the event any provision of any Award granted under the Incentive Plan conflicts with any term in the
Incentive Plan as in effect on the Date of Grant of the Award, the terms of the Incentive Plan shall control. Except as provided
in Sections 9.05 and 9.07 below, the terms of any Award granted under the Incentive Plan may not be changed after the Date of Grant
of the Award in a manner that would materially decrease the value of the Award without the express written approval of the Participant.


 


9.02        Award
Agreement. No person shall have any rights under any Award granted under the Incentive Plan unless and until the Company
and the Participant to whom the Award was granted have executed and delivered an Award Agreement or the Participant has received
and acknowledged notice of the Award authorized by the Committee expressly granting the Award to the Participant and containing
provisions setting forth the terms of the Award.


 


9.03        Limitation
on Transfer. Except as may be provided in the applicable Award Agreement, a Participant’s rights and interest
under the Incentive Plan may not be assigned or transferred other than by will or the laws of descent and distribution and, during
the lifetime of a Participant, only the Participant personally (or the Participant’s personal representative) may exercise
rights under the Incentive Plan. The Participant’s Beneficiary may exercise the Participant’s rights to the extent
they are exercisable under the Incentive Plan following the death of the Participant.


 


9.04        Taxes.
The Company shall be entitled, if the Committee deems it necessary or desirable, to withhold (or secure payment from the Participant
in lieu of withholding) the amount of any withholding or other tax required by law to be withheld or paid by the Company regarding
any amount payable and/or shares issuable under the Participant’s Award or regarding any income recognized upon a disqualifying
disposition (i.e., a disposition prior to the expiration of the required holding periods) of shares received pursuant to
the exercise of an Incentive Stock Option, and the Company may defer payment of cash or issuance of shares upon exercise or vesting
of an Award unless indemnified to its satisfaction against any liability for any taxes. Except as otherwise provided by the Committee,
any withholding obligations may be satisfied (a) through cash payment by the Participant; (b) through the surrender of shares of
Common Stock that the Participant already owns or (c) through the surrender of shares of Common Stock to which the Participant
is otherwise entitled under the Incentive Plan; provided, however, that except as otherwise specifically provided
by the Committee, such shares under clause (c) may not be used to satisfy more than the Company’s minimum statutory withholding
obligation.






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9.05        Code
Section 409A. The Incentive Plan is, and all Awards are, intended to be exempt from (or, in the alternative, to comply
with) Code Section 409A, and each shall be construed, interpreted and administered accordingly. The Company does not guarantee
that any benefits that may be provided under the Incentive Plan will satisfy all applicable provisions of Code Section 409A. If
any Award would be considered “deferred compensation” under Code Section 409A, the Committee reserves the absolute
right (including the right to delegate such right) to unilaterally amend the Incentive Plan or the applicable Award Agreement,
without the consent of the Participant, to avoid the application of, or to maintain compliance with, Code Section 409A. Any amendment
by the Committee to the Incentive Plan or an Award Agreement pursuant to this Section 9.05 shall maintain, to the extent practicable,
the original intent of the applicable provision without violating Code Section 409A. A Participant’s acceptance of any Award
shall be deemed to constitute the Participant’s acknowledgement of, and consent to, the rights of the Committee under this
Section 9.05, without further consideration or action. Any discretionary authority retained by the Committee pursuant to the
terms of the Incentive Plan or pursuant to an Award Agreement shall not be applicable to an Award that is determined to constitute
deferred compensation, if such discretionary authority would contravene Code Section 409A.


 


9.06        Performance-Based
Compensation. Any Award that is intended to be Performance-Based Compensation shall be conditioned on the achievement
of one or more objective performance measures, to the extent required by Code Section 162(m), as may be determined by the Committee.
The grant of any Award and the establishment of performance measures that are intended to be Performance-Based Compensation shall
occur during the period required under Code Section 162(m).


 


(a)        Performance
Measures.  The performance measures described in this Section 9.06 may be based on any one or more of the following:
earnings (e.g., earnings before interest and taxes, earnings before interest, taxes, depreciation and amortization or earnings
per share); financial return ratios (e.g., return on investment, return on invested capital, return on equity or return
on assets); expense ratio; efficiency ratio; increase in revenue; operating or net cash flows; cash flow return on investment;
total stockholder return; market share; net operating income, operating income or net income; debt load reduction; expense management;
economic value added; stock price; book value; overhead; assets; asset quality level; charge offs; regulatory compliance; improvement
of financial rating; achievement of balance sheet or income statement objectives; improvements in capital structure; profitability;
profit margins; budget comparisons or strategic business objectives, consisting of one or more objectives based on meeting specific
cost targets, business expansion goals or goals relating to acquisitions or divestitures. Performance measures may be based on
the performance of the Company as a whole or of any one or more Affiliates, business units of the Company or an Affiliate or a
specific, or group of, product lines, and may be measured relative to a peer group, an index or a business plan.


 


(b)        Partial
Achievement.  The terms of an Award may provide that partial achievement of the performance measures may result in
payment or vesting based upon the degree of achievement. In addition, partial achievement of performance measures shall apply toward
a Participant’s individual limitations as set forth in Section 4.03 above.






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(c)        Extraordinary
Items.  In establishing any performance measures, the Committee may provide for the exclusion of the effects of the
following items, to the extent identified in the audited financial statements of the Company, including footnotes, or in the Management’s
Discussion and Analysis section of the Company’s annual report: (i) extraordinary, unusual or nonrecurring items of
gain or loss; (ii) gains or losses on the disposition of a business; (iii) changes in tax or accounting principles, regulations
or laws and (iv) mergers or acquisitions.  To the extent not specifically excluded, such effects shall be included in
any applicable performance measure.


 


(d)        Adjustments.
Pursuant to this Section 9.06, in certain circumstances the Committee may adjust performance measures; provided, however,
that no adjustment may be made with respect to an Award that is intended to be Performance-Based Compensation, except to the extent
the Committee exercises such negative discretion as is permitted under Code Section 162(m). If the Committee determines that a
change in the business, operations, corporate structure or capital structure of the Company or the manner in which the Company
or an Affiliate conducts its business or other events or circumstances render current performance measures to be unsuitable, the
Committee may modify such performance measures, in whole or in part, as the Committee deems appropriate. If a Participant is promoted,
demoted or transferred to a different business unit during a performance period, the Committee may determine that the selected
performance measures or applicable performance period are no longer appropriate, in which case, the Committee, in its sole discretion,
may (i) adjust, change or eliminate the performance measures or change the applicable performance period or (ii) cause to
be made a cash payment to the Participant in an amount determined by the Committee.


 


9.07        Adjustments
to Reflect Capital Changes.


 


(a)        Recapitalization.
To the extent permitted under Code Section 409A and to the extent applicable, the number and kind of shares subject to outstanding
Awards, the Exercise Price for the shares, the number and kind of shares available for Awards to be granted under the Incentive
Plan shall be automatically adjusted to reflect any stock dividend, stock split, combination or exchange of shares, Merger, consolidation,
or other change in capitalization with a similar substantive effect upon the Incentive Plan or the Awards granted under the Incentive
Plan. The Committee shall have the power and sole discretion to determine the amount of the adjustment to be made in each case
and shall have the right to prevent such automatic adjustment upon a determination that such adjustment would inappropriately increase
or decrease the intended Award to the Participant.


 


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






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(c)        Awards
to Replace Awards of Acquired Companies. After any Merger in which the Company or an Affiliate is a surviving corporation,
the Board may grant substituted Awards under the provisions of the Incentive Plan, generally consistent with Sections 409A and
424 of the Code, in replacement of awards granted under a plan of another party to the Merger whose shares of stock to be issued
under the old awards may no longer be issued following the Merger. The terms and conditions of such replacement Awards shall be
as determined by the Committee in its sole discretion.


 


(d)        No
Repricing. Notwithstanding any provision of the Incentive Plan to the contrary, no adjustment or reduction of the Exercise
Price of any outstanding Option or Stock Appreciation Right in the event of a decline in Common Stock price shall be permitted
without approval by the stockholders of the Company or as otherwise expressly provided under Section 9.07(a) above. The foregoing
prohibition includes (i) reducing the Exercise Price of outstanding Options or Stock Appreciation Rights, (ii) cancelling outstanding
Options or Stock Appreciation Rights in connection with the granting of Options or Stock Appreciation Rights with a lower Exercise
Price to the same individual, (iii) cancelling Options or Stock Appreciation Rights with an Exercise Price in excess of the current
Fair Market Value in exchange for a cash or other payment and (iv) taking any other action that would be treated as a repricing
of Options or Stock Appreciation Rights under the rules of the primary securities exchange or similar entity on which the shares
of Common Stock are listed.


 


9.08        No
Implied Rights.


 


(a)        No
Rights to Specific Assets.  Neither a Participant nor any other person shall by reason of participation in
the Incentive Plan acquire any right in or title to any assets, funds or property of the Company or any Affiliate whatsoever, including
any specific funds, assets, or other property which the Company or any Affiliate, in its sole discretion, may set aside in anticipation
of a liability under the Incentive Plan.  A Participant shall have only a contractual right to the Common Stock or amounts,
if any, payable or distributable under the Incentive Plan, unsecured by any assets of the Company, and nothing contained in the
Incentive Plan shall constitute a guarantee that the assets of the Company or any Affiliate shall be sufficient to pay any benefits
to any person.


 


(b)        No
Contractual Right to Employment or Future Awards.  The Incentive Plan does not constitute a contract of employment,
and selection as a Participant will not give any participating employee the right to be retained in the employ of the Company or
an Affiliate or any right or claim to any benefit under the Incentive Plan, unless such right or claim has specifically accrued
under the terms of the Incentive Plan.  Except as otherwise provided in the Incentive Plan, no Award under the Incentive Plan
shall confer upon the holder thereof any rights as a stockholder of the Company prior to the date on which the individual fulfills
all conditions for receipt of such rights.


 


9.09        Awards
Not Includable for Benefit Purposes. Payments received by a Participant pursuant to the provisions of the Incentive
Plan shall not be included in the determination of benefits under any pension, group insurance, or other benefit plan applicable
to the Participant that is maintained by the Company, except as may be provided under the terms of those plans or determined by
the Committee.






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9.10        Governing
Law. The Incentive Plan, and all Awards granted hereunder, and all actions taken in connection herewith, except as
superseded by applicable federal law, shall be interpreted, construed, and enforced and its construction and performance shall
be governed by the internal laws of the State of Delaware.


 


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


 


9.12        Captions.
The captions and Section headings used in the Incentive Plan are for convenience only, do not constitute a part of the Incentive
Plan, and shall not be deemed to limit, characterize, or affect in any way any provision of the Incentive Plan, and all provisions
of the Incentive Plan shall be construed as if no captions or headings had been used in the Incentive Plan.


 


9.13        Severability.
Each part of the Incentive Plan is intended to be several. If any term, covenant, condition, or provision of the Incentive Plan
is determined by a court of competent jurisdiction to be illegal, invalid, or unenforceable for any reason whatsoever, that determination
shall not affect the legality, validity, or enforceability of the remaining parts of the Incentive Plan, and all remaining parts
shall be legal, valid, and enforceable and have full force and effect as if the illegal, invalid, and/or unenforceable part had
not been included.


 


9.14        Amendment
and Termination.


 


(a)        Amendment.
The Committee shall have complete power and authority to amend the Incentive Plan at any time and for any reason; provided,
however, that no termination or amendment of the Incentive Plan may, without the consent of the Participant (or, if the
Participant is not then living, the affected Beneficiary) to whom any Award has previously been granted under the Incentive Plan,
materially adversely affect the rights of the Participant or Beneficiary under that Award; and provided, further, that no
amendment may (i) materially increase the benefits accruing to Participants under the Incentive Plan, (ii) materially
increase the aggregate number of securities that may be issued under the Incentive Plan, other than pursuant to Section 9.07(a)
above, or (iii) materially modify the requirements for participation in the Incentive Plan, unless the amendment under (i),
(ii) or (iii) immediately above is approved by a majority of votes cast by the stockholders of the Company in accordance with applicable
stock exchange rules.


 


(b)        Termination.
The Committee shall have the right and the power to terminate the Incentive Plan at any time and for any reason. No Award shall
be granted under the Incentive Plan after the termination of the Incentive Plan, but the termination of the Incentive Plan shall
not affect any Award outstanding at the time of the termination of the Incentive Plan.


 


(c)        Amendment
to Conform to Law. Notwithstanding any provision of the Incentive Plan or an Award Agreement to the contrary, the Committee
may amend the Plan or any Award Agreement, to take effect retroactively or otherwise, as deemed necessary or advisable for the
purpose of conforming the Plan or the Award Agreement to any applicable law. By accepting an Award, the Participant shall be deemed
to have acknowledged and consented to any amendment to an Award made pursuant to this Section 9.14(c) without further consideration
or action.






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


 


9.16        Form
and Time of Elections.  Unless otherwise specified herein, each election required or permitted to be made by any
Participant or other person entitled to benefits under the Incentive Plan, and any permitted modification, or revocation thereof,
shall be filed with the Company at such times, in such form, and subject to such restrictions and limitations, not inconsistent
with the terms of the Incentive Plan, as the Committee shall require.


 


9.17        Evidence. 
Evidence required of anyone under the Incentive Plan may be by certificate, affidavit, document or other information which
the person acting on it considers pertinent and reliable, and signed, made or presented by the proper party or parties.


 


9.18        Successors. 
All obligations of the Company under the Incentive Plan shall be binding upon and inure to the benefit of any successor to
the Company, whether the existence of such successor is the result of a direct or indirect purchase, Merger, consolidation or otherwise,
of all or substantially all of the business, stock, and/or assets of the Company.


 


9.19        Indemnification.
The Company shall indemnify members of the Committee and any agent of the Committee who is an employee of the Company against
any and all liabilities or expenses to which they may be subjected by reason of any act or failure to act with respect to their
duties on behalf of the Incentive Plan, except in circumstances involving such person’s bad faith, gross negligence or willful
misconduct.


 


9.20        No
Fractional Shares. Unless otherwise permitted by the Committee, no fractional shares of Common Stock shall be issued
or delivered pursuant to the Incentive Plan or any Award. The Committee shall determine whether cash or other property shall be
issued or paid in lieu of fractional shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise
eliminated.


 


9.21        Notice.
Unless otherwise provided in an Award Agreement, all written notices and all other written communications to the Company provided
for in the Incentive Plan or any Award Agreement shall be delivered personally or sent by registered or certified mail, return
receipt requested, postage prepaid (provided that international mail shall be sent via overnight or two-day delivery), or
sent by facsimile or prepaid overnight courier to the Company at the address set forth below. Such notices, demands, claims and
other communications shall be deemed given:


 


(a)        in
the case of delivery by overnight service with guaranteed next day delivery, the next day or the day designated for delivery;






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(b)        in
the case of certified or registered U.S. mail, five (5) days after deposit in the U.S. mail; or


 


(c)        in
the case of facsimile, the date upon which the transmitting party received confirmation of receipt by facsimile, telephone or otherwise;


 


provided, however, that in no event
shall any such communications be deemed to be given later than the date they are actually received; provided they are actually
received. In the event a communication is not received, it shall only be deemed received upon the showing of an original of the
applicable receipt, registration or confirmation from the applicable delivery service provider. Communications that are to be delivered
by the U.S. mail or by overnight service to the Company shall be directed to the attention of the Company’s senior human
resource officer and Corporate Secretary.


 


9.22        Use
of Term. Unless otherwise provided herein, the term “person” when referred to in the Incentive Plan or
any Award Agreement may refer to an individual or an entity.


 


9.23        Clawback
Policy. Any Award, amount or benefit received under the Incentive Plan shall be subject to potential cancellation,
recoupment, rescission, payback or other similar action in accordance with the terms of any applicable Company clawback policy
(the “Policy”) or any applicable law. A Participant’s receipt of an Award shall be deemed to constitute the Participant’s
acknowledgment of and consent to the Company’s application, implementation and enforcement of (a) the Policy and any similar
policy established by the Company that may apply to the Participant and (b) any provision of applicable law relating to cancellation,
rescission, payback or recoupment of compensation, as well as the Participant’s express agreement that the Company may take
such actions as are necessary to effectuate the Policy, any similar policy and applicable law, without further consideration or
action.


 


 


 








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