Exhibit 10.1


 


 


CITIGROUP


 


2009 STOCK INCENTIVE PLAN


(as amended and restated effective April
17, 2012)


 


		1.	Purpose



 


The purposes of the Citigroup 2009 Stock Incentive
Plan (the “Plan”) are to (i) align Employees’ long-term financial interests with those of the Company’s
stockholders; (ii) attract and retain Employees by providing compensation opportunities that are competitive with other companies;
and (iii) provide incentives to those Employees who contribute significantly to the long-term performance and growth of the Company
and its Subsidiaries.


 


		2.	Effective Date; Subsequent Amendments



 


The Plan became effective upon approval by the stockholders
of the Company on April 21, 2009. The Plan was subsequently amended and restated upon approval by stockholders of the Company on
April 20, 2010, by the Committee on February 9, 2011, and upon approval by stockholders of the Company on April 21, 2011; the Plan
was further amended by the Committee on December 21, 2011, and amended and restated upon approval by stockholders of the Company
on April 17, 2012. Except as provided otherwise below, all share numbers in this restated and amended Plan text have been adjusted
to reflect the 1-for-10 reverse stock split of the Common Stock that was effective May 6, 2011.


 


		3.	Definitions



 


“Award” shall mean an Option, SAR
or other form of Stock Award granted under the Plan.


 


“Award Agreement” shall mean the
paper or electronic document evidencing an Award granted under the Plan.


 


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


 


“Change of Control” shall have
the meaning set forth in Section 13.


 


“Code” shall mean the Internal
Revenue Code of 1986, as amended, including any rules and regulations promulgated thereunder.


 


“Committee” shall mean the Personnel
and Compensation Committee of the Board, the members of which shall satisfy the requirements of Rule 16b-3 of the 1934 Act and
who shall also qualify, and remain qualified, as “outside directors,” as defined in Section 162(m) of the Code.


 


“Common Stock” shall mean the common
stock of the Company, par value $.01 per share.



    	 



    	 



    









 


“Company” shall mean Citigroup
Inc., a Delaware corporation.


 


“Covered Employee” shall mean “covered
employee” as such term is defined in Section 162(m) of the Code.


 


“Deferred Stock” shall mean an
Award payable in shares of Common Stock at the end of a specified deferral period that is subject to the terms, conditions and
limitations described or referred to in Section 7(c)(iv) and Section 7(d).


 


“Employee” shall have the meaning
set forth in General Instruction A to the Registration Statement on Form S-8 promulgated under the Securities Act of 1933, as amended,
or any successor form or statute, as determined by the Committee.


 


“Fair Market Value” shall mean,
in the case of a grant of an Option or a SAR, the closing price of a share of Common Stock on the New York Stock Exchange, or on
any national securities exchange on which the shares of Common Stock are then listed, on the trading date immediately preceding
the date on which the Option or the SAR was granted, or on the date on which the Option or a SAR was granted, in the case of a
grant to a Section 16(a) Officer (as defined).


 


“ISO” shall mean an incentive stock
option as defined in Section 422 of the Code.


 


“Nonqualified Stock Option” shall
mean an Option that is granted to a Participant that is not designated as an ISO.


 


“Option” shall mean the right to
purchase a specified number of shares of Common Stock at a stated exercise price for a specified period of time subject to the
terms, conditions and limitations described or referred to in Section 7(a) and Section 7(d). The term “Option” as used
in this Plan includes the terms “Nonqualified Stock Option” and “ISO.”


 


“Participant” shall mean an Employee
who has been granted an Award under the Plan.


 


“Plan Administrator” shall have
the meaning set forth in Section 10.


 


“Prior Plans” shall mean the Citigroup
1999 Stock Incentive Plan, the Citicorp 1997 Stock Incentive Plan, the Travelers Group Capital Accumulation Plan, and the Citigroup
Employee Incentive Plan (formerly the Travelers Group Employee Incentive Plan).


 


“Restricted Stock” shall mean an
Award of Common Stock that is subject to the terms, conditions, restrictions and limitations described or referred to in Section
7(c)(iii) and Section 7(d).



    	2



    	 



    






 


“SAR” shall mean a stock appreciation
right that is subject to the terms, conditions, restrictions and limitations described or referred to in Section 7(b) and Section
7(d).


 


“Section 16(a) Officer” shall mean
an Employee who is subject to the reporting requirements of Section 16(a) of the 1934 Act.


 


“Separation from Service” shall
have the meaning set forth in Section 1.409A-1(h) of the Treasury Regulations.


 


“Specified Employee” shall have
the meaning set forth in Section 409A of the Code.


 


“Stock Award” shall have the meaning
set forth in Section 7(c)(i).


 


“Stock Payment” shall mean a stock
payment that is subject to the terms, conditions, and limitations described or referred to in Section 7(c)(ii) and Section 7(d).


 


“Stock Unit” shall mean a stock
unit that is subject to the terms, conditions and limitations described or referred to in Section 7(c)(v) and Section 7(d).


 


“Subsidiary” shall mean any entity
that is directly or indirectly controlled by the Company or any entity, including an acquired entity, in which the Company has
a significant equity interest, as determined by the Committee in its sole discretion, provided that with respect to any Award that
is subject to Section 409A of the Code, “Subsidiary” shall mean a corporation or
other entity in a chain of corporations or other entities in which each corporation or other entity, starting with the Company,
has a controlling interest in another corporation or other entity in the chain, ending with such corporation or other entity. For
purposes of the preceding sentence, the term “controlling interest” has the same meaning as provided in Section 1.414(c)-2(b)(2)(i)
of the Treasury Regulations, provided that the language “at least 50 percent” is used instead of “at least 80
percent” each place it appears in Section 1.414(c)-2(b)(2)(i) of the Treasury Regulations. Notwithstanding the foregoing,
for the purpose of determining whether a corporation or other entity is a Subsidiary for purposes of Section 5(a) hereof, if the
Awards proposed to be granted to Employees of such corporation or other entity would be granted based upon legitimate business
criteria, the term “controlling interest” has the same meaning as provided in Section 1.414(c)-2(b)(2)(i) of the Treasury
Regulations, provided that the language “at least 20 percent” is used instead of “at least 80 percent”
each place it appears in Code Section 1.414(c)-2(b)(2)(i). For purposes of determining ownership of an interest in an organization,
the rules of Sections 1.414(c)-3 and 1.414(c)-4 of the Treasury Regulations apply.


 


“Treasury Regulations” shall mean
the regulations promulgated under the Code by the United States Internal Revenue Service, as amended.


 


“1934 Act” shall mean the Securities
Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder and any successor thereto.



    	3



    	 



    






 


		4.	The Committee



 


		(a)	Committee Authority. The Committee shall have full and exclusive power to administer and interpret the Plan,
to grant Awards and to adopt such administrative rules, regulations, procedures and guidelines governing the Plan and the Awards
as it deems appropriate, in its sole discretion, from time to time. The Committee’s authority shall include, but not be limited
to, the authority to (i) determine the type of Awards to be granted under the Plan; (ii) select Award recipients and determine
the extent of their participation; and (iii) establish all other terms, conditions, and limitations applicable to Awards, Award
programs and the shares of Common Stock issued pursuant thereto. The Committee may accelerate or defer the vesting or payment of
Awards, cancel or modify outstanding Awards, waive any conditions or restrictions imposed with respect to Awards or the Common
Stock issued pursuant to Awards and make any and all other determinations that it deems appropriate with respect to the administration
of the Plan, subject to the limitations contained in Section 21.



 


		(b)	Administration of the Plan. The administration of the Plan shall be managed by the Committee. The Committee shall
have the power to prescribe and modify, as necessary, the form of Award Agreement, to correct any defect, supply any omission or
clarify any inconsistency in the Plan and/or in any Award Agreement and to take such actions and make such administrative determinations
that the Committee deems appropriate in its sole discretion. Any decision of the Committee in the administration of the Plan, as
described herein, shall be final, binding and conclusive on all parties concerned, including the Company, its stockholders and
Subsidiaries and all Participants.



 


		(c)	Delegation of Authority. To the extent permitted
by applicable law, the Committee may at any time delegate to one or more officers or directors of the Company some or all of its
authority over the administration of the Plan, with respect to persons who are not Section 16(a) Officers or Covered Employees.



 


		(d)	Prohibition Against Repricing. Notwithstanding any provision of the Plan to the contrary, in no event shall (i)
any repricing (within the meaning of U.S. generally accepted accounting principles or any applicable stock exchange rule) of Awards
issued under the Plan be permitted at any time under any circumstances, or (ii) any new Awards be issued in substitution for outstanding
Awards previously granted to Participants if such action would be considered a repricing (within the meaning of U.S. generally
accepted accounting principles or any applicable stock exchange rule).



  


		(e)	Indemnification. No member of the Committee nor any other person to whom any duty or power relating to the administration
or interpretation of the Plan has been delegated shall be personally liable for any action or determination made with



 






    	4



    	 



    



 


			 respect to
the Plan, except for his or her own willful misconduct or as expressly provided by statute. The members of the Committee and its
delegates, including any employee with responsibilities relating to the administration of the Plan, shall be entitled to indemnification
and reimbursement from the Company, to the extent permitted by applicable law and the By-laws and policies of the Company. In the
performance of its functions under the Plan, the Committee (and each member of the Committee and its delegates) shall be entitled
to rely upon information and advice furnished by the Company’s officers, accountants, counsel and any other party they deem
appropriate, and neither the Committee nor any such person shall be liable for any action taken or not taken in reliance upon any
such advice.



  


		5.	Participation



 


		(a)	Eligible Employees. Subject to Section 7(a)(i), the Committee shall determine which Employees shall be eligible
to receive Awards under the Plan. With respect to Employees subject to U.S. income tax, Options and
SARs shall only be granted to such Employees who provide direct services to the Company or a Subsidiary of the Company as of the
date of grant of the Option or SAR. 



 


		(b)	Participation by Subsidiaries. Employees of Subsidiaries may participate in the Plan upon approval of Awards
to such Employees by the Committee. A Subsidiary’s participation in the Plan may be conditioned upon the Subsidiary’s
agreement to reimburse the Company for costs and expenses of such participation, as determined by the Company. The Committee may
terminate the Subsidiary’s participation in the Plan at any time and for any reason. If a Subsidiary’s participation
in the Plan shall terminate, such termination shall not relieve it of any obligations theretofore incurred by it under the Plan,
except with the approval of the Committee, and the Committee shall determine, in its sole discretion, the extent to which Employees
of the Subsidiary may continue to participate in the Plan with respect to previously granted Awards. Unless the Committee determines
otherwise, a Subsidiary’s participation in the plan shall terminate upon the occurrence of any event that results in such
entity no longer constituting a Subsidiary as defined herein; provided, however, that such termination shall not relieve such Subsidiary
of any of its obligations to the Company theretofore incurred by it under the Plan, except with the approval of the Committee.
Notwithstanding the foregoing, unless otherwise specified by the Committee, upon any such Subsidiary ceasing to be a Subsidiary
as defined herein, the Employees and Participants employed by such Subsidiary shall be deemed to have terminated employment for
purposes of the Plan. With respect to Awards subject to Section 409A of the Code, for purposes of determining whether a distribution
is due to a Participant, such Participant’s employment shall be deemed terminated as described in the preceding sentence
only if the Committee determines that a Separation from Service has occurred.



  


		(c)	Participation outside of the United States. In order to facilitate the granting of Awards to Employees who are
foreign nationals or who are employed outside of



 






    	5



    	 



    



 


			U.S., the Committee may provide for such special terms and conditions, including,
without limitation, substitutes for Awards, as the Committee may consider necessary or appropriate to accommodate differences in
local law, tax policy or custom. The Committee may approve any supplements to, or amendments, restatements or alternative versions
of, this Plan as it may consider necessary or appropriate for the purposes of this Section 5(c) without thereby affecting the terms
of this Plan as in effect for any other purpose, and the Secretary, or any Assistant Secretary or other appropriate officer of
the Company, may certify any such documents as having been approved and adopted pursuant to properly delegated authority; provided,
that no such supplements, amendments, restatements or alternative versions shall include any provisions that are inconsistent with
the intent and purpose of this Plan, as then in effect; and further provided that any such action taken with respect to a Covered
Employee shall be taken in compliance with Section 162(m) of the Code and that any such action taken with respect to an Employee
who is subject to Section 409A of the Code shall be taken in compliance with Section 409A of the Code.



  


		6.	Available Shares of Common Stock



 


		(a)	Shares Subject to the Plan. Common Stock issued pursuant to Awards granted under the Plan may be shares that
have been authorized but unissued, or have been previously issued and reacquired by the Company, or both. Reacquired shares may
consist of shares purchased in open market transactions or otherwise. Pursuant to and subject to the other provisions of this Section
6, effective September 10, 2009, the aggregate number of shares of Common Stock remaining available for issuance from the initial
authorization of twenty-five million (25,000,000) shares was adjusted such that the maximum number of shares of Common Stock that
may be issued to Participants pursuant to Awards granted under the Plan from such date shall not exceed one-hundred-and-three million,
two-hundred-and-eighty-one thousand, two hundred and eighteen (103,281,218) shares of Common Stock. Effective April 20, 2010, pursuant
to amendments to the Plan approved by stockholders of the Company, (i) an additional eighty million (80,000,000) shares of Common
Stock were authorized for issuance to Participants pursuant to Awards granted under the Plan, and (ii) additional shares of Common
Stock totaling thirty-four million, six-hundred-and-twenty-three thousand, four hundred and fifty-three (34,623,453) were authorized
for issuance as Stock Payments in settlement of “common stock equivalent” awards granted to Employees on January 19,
2009. Effective April 21, 2011, pursuant to an amendment to the Plan approved by stockholders of the Company, an additional forty
million (40,000,000) shares of Common Stock were authorized for issuance to Participants pursuant to Awards granted under the Plan.
Effective April 17, 2012, pursuant to an amendment to the Plan approved by stockholders of the Company, an additional forty million
(40,000,000) shares of Common Stock were authorized for issuance to Participants pursuant to Awards granted under the Plan. For
purposes of determining the number of shares of Common Stock remaining available for issuance to



 






    	6



    	 



    



 


			Participants pursuant to Awards granted under the
Plan, each share of Common Stock subject to an Award granted pursuant to Section 7(a) or (b) on or before April 19, 2010, was
counted as 2.3 shares of Common Stock (on a pre-split basis).



  


		(b)	Forfeited and Expired Awards. Awards made under the Plan which, at any time, are forfeited, expire or are canceled
or settled without issuance of shares shall not count towards the maximum number of shares that may be issued under the Plan as
set forth in Section 6(a) and shall be available for future Awards under the Plan. Notwithstanding the foregoing, any and all shares
of Common Stock that are (i) tendered in payment of an Option exercise price (whether by attestation or by other means); (ii) withheld
by the Company to satisfy any tax withholding obligation; (iii) repurchased by the Company with Option exercise proceeds; or (iv)
covered by an SAR (to the extent that it is exercised and settled in shares of Common Stock, without regard to the number of shares
of Stock that are actually issued to the Participant upon exercise) shall be considered issued pursuant to the Plan and shall not
be added to the maximum number of shares that may be issued under the Plan as set forth in Section 6(a).



 


		(c)	Other Items Not Included in Allocation. The maximum number of shares that may be issued under the
Plan as set forth in Section 6(a) shall not be affected by (i) the payment in cash of dividends or dividend equivalents in connection
with outstanding Awards; (ii) the granting or payment of stock-denominated Awards that by their terms may be settled only in cash;
or (iii) Awards that are granted in connection with a transaction between the Company or a Subsidiary and another entity or business
in substitution or exchange for, or conversion adjustment, assumption or replacement of, awards previously granted by such other
entity to any individuals who have become Employees as a result of such transaction.



 


		(d)	Other Limitations on Shares that May be Granted under the Plan. Subject to Section 6(e), the aggregate number
of shares of Common Stock that may be granted to any single individual during a calendar year in the form of Options, SARs, and/or
Stock Awards shall not exceed two million, sixty-five thousand, six hundred and twenty-four (2,065,624).









 


		(e)	Adjustments. In the event of any change in the Company’s capital structure, including but not limited to
a change in the number of shares of Common Stock outstanding, on account of (i) any stock dividend, stock split, reverse stock
split or any similar equity restructuring, or (ii) any combination or exchange of equity securities (including, without limitation,
the exchange of preferred securities owned by the United States government for Common Stock, which transactions were consummated
on July 29, 2009 and September 10, 2009), merger, consolidation, recapitalization, reorganization, or divesture or any other similar
event affecting the Company’s capital structure, to reflect such change in the Company’s capital structure, the Committee
shall make appropriate equitable adjustments to the maximum number of shares of Common Stock that may be



 






    	7



    	 



    
 


			issued under the Plan as set forth in Section
6(a) and (but only to the extent permitted under Section 162(m) of the Code) to the maximum number of shares that may be granted
to any single individual pursuant to Section 6(d). In the event of any extraordinary dividend, divestiture or other distribution
(other than ordinary cash dividends) of assets to stockholders, or any transaction or event described above, to the extent necessary
to prevent the enlargement or diminution of the rights of Participants, the Committee shall make appropriate equitable adjustments
to the number or kind of shares subject to an outstanding Award, the exercise price applicable to an outstanding Award (subject
to the limitation contained in Section 4(d)), and/or any measure of performance that relates to an outstanding Award. Any adjustment
to ISOs under this Section 6(e) shall be made only to the extent not constituting a “modification” within the meaning
of Section 424(h)(3) of the Code, and any adjustments under this Section 6(e) shall be made in a manner that does not adversely
affect the exemption provided pursuant to Rule 16b-3 under the 1934 Act. With respect to Awards subject to Section 409A of the
Code, any adjustments under this Section 6(e) shall conform to the requirements of Section 409A of the Code. Furthermore, with
respect to Awards intended to qualify as “performance-based compensation” under Section 162(m) of the Code, such adjustments
shall be made only to the extent that the Committee determines that such adjustments may be made without causing the Company to
be denied a tax deduction on account of Section 162(m) of the Code. The Company shall give each Participant notice of an adjustment
hereunder and, upon notice, such adjustment shall be conclusive and binding for all purposes. Notwithstanding the foregoing, the
Committee may, in its discretion, decline to adjust any Award made to a Participant, if it determines that such adjustment would
violate applicable law or result in adverse tax consequences to the Participant or to the Company.



  


		7.	Awards Under The Plan



 


Awards under the Plan may be granted as Options,
SARs or Stock Awards, as described below. Awards may be granted singly, in combination or in tandem as determined by the Committee,
in its sole discretion.


 


		(a)	Options. Options granted under the Plan may be Nonqualified Stock Options or ISOs or any other type of stock option
permitted under the Code. Options shall expire after such period, not to exceed ten years, as may be determined by the Committee.
If an Option is exercisable in installments, such installments or portions thereof that become exercisable shall remain exercisable
until the Option expires or is otherwise canceled pursuant to its terms. Except as otherwise provided in Sections 7(a) and (d),
Awards of Nonqualified Stock Options shall be subject to the terms, conditions, restrictions, and limitations determined by the
Committee, in its sole discretion, from time to time.



  


		(i)	ISOs. The terms and conditions of any ISOs granted hereunder shall be subject to the provisions of Section 422
of the Code, and except as provided in



 






    	8



    	 



    
 


			Section 7(d), the terms, conditions, limitations and administrative
procedures established by the Committee from time to time in accordance with the Plan. At the discretion of the Committee, ISOs
may be granted to any employee of the Company, its parent or any subsidiary of the Company, as such terms are defined in Sections
424(e) and (f) of the Code.



 


		(ii)	Reload Options. Except as provided in this Section 7(a)(ii), no Reload Options (as defined below) shall be granted
under the Plan. With respect to the exercise of (A) any Option granted under a Prior Plan (an “Original Option”) pursuant
to the terms of which a Participant tenders shares of Common Stock to pay the exercise price and arranges to have a portion of
the shares otherwise issuable upon exercise withheld to pay the applicable withholding taxes, and thereby becomes entitled (if
all other applicable conditions have been satisfied) to receive a new Option covering a number of shares of Common Stock equal
to the sum of the number of shares tendered to pay the exercise price and the number of shares used to pay the withholding taxes
of the Original Option, at an exercise price equal to the Fair Market Value of a share of Common Stock on the exercise date of
the Original Option, and which vests six months thereafter and expires no later than the expiration date of the underlying Original
Option (a “Reload Option”) or (B) any Reload Option granted as described above, the Participant may receive a new Reload
Option. Reload Options will be granted only as provided above and subject to such terms, conditions, restrictions and limitations
as provided by the terms of the underlying Original Option or Reload Option (including, but not limited to, eligibility to receive
subsequent grants of Reload Options upon satisfaction of the conditions specified in the terms of the underlying Original Option
or Reload Option), and subject to such modifications thereto as the Committee (if permitted), in its sole discretion, may from
time to time deem appropriate; provided, however, that any such modification shall comply with Section 409A of the Code, to the
extent applicable. A Reload Option may not otherwise be granted under the terms of the Plan. To the extent a Reload Option is granted
in respect of an Original Option granted under the Plan or Prior Plan, shares issued in connection with such Reload Option shall
count towards the maximum number of shares of Common Stock that may be issued to Participants pursuant to Awards granted under
the Plan as set forth in Section 6(a) and any individual Participant pursuant to Section 6(d). A Reload Option granted hereunder
shall not be subject to the minimum vesting requirements of Section 7(d).



 


		(iii)	Exercise Price. The Committee shall determine the exercise price per share for each Option, which shall not be
less than 100% of the Fair Market Value at the time of grant.



  


		(iv)	Exercise of Options. Upon satisfaction of the applicable conditions relating to vesting and exercisablility,
as determined by the Committee, and upon



 






    	9



    	 



    
 


			provision for the payment in full
of the exercise price and applicable taxes due, the Participant shall be entitled to exercise the Option and receive the number
of shares of Common Stock issuable in connection with the Option exercise. The shares issued in connection with the Option exercise
may be subject to such conditions and restrictions as the Committee may determine, from time to time. The exercise price of an
Option and applicable withholding taxes relating to an Option exercise may be paid by methods permitted by the Committee from
time to time including, but not limited to, (1) a cash payment in U.S. dollars; (2) tendering (either actually or by attestation)
shares of Common Stock owned by the Participant (for any minimum period of time that the Committee, in its discretion, may specify),
valued at the fair market value at the time of exercise; (3) arranging to have the appropriate number of shares of Common Stock
issuable upon the exercise of an Option withheld or sold; or (4) any combination of the above. Additionally, the Committee may
provide that an Option may be “net exercised,” meaning that upon the exercise of an Option or any portion thereof,
the Company shall deliver the greatest number of whole shares of Common Stock having a fair market value on the date of exercise
not in excess of the difference between (x) the aggregate fair market value of the shares of Common Stock subject to the Option
(or the portion of such Option then being exercised) and (y) the aggregate exercise price for all such shares of Common Stock
under the Option (or the portion thereof then being exercised) plus (to the extent it would not give rise to adverse accounting
consequences pursuant to applicable accounting principles) the amount of withholding tax due upon exercise, with any fractional
share that would result from such equation to be payable in cash, to the extent practicable, or cancelled.



  


		(v)	ISO Grants to 10% Stockholders. Notwithstanding anything to the contrary in this Section 7(a), if an ISO is granted
to a Participant who owns stock representing more than ten percent of the voting power of all classes of stock of the Company or
of a subsidiary or parent, as such terms are defined in Section 424(e) and (f) of the Code, the term of the Option shall not exceed
five years from the time of grant of such Option and the exercise price shall be at least 110 percent (110%) of the Fair Market
Value (at the time of grant) of the Common Stock subject to the Option.



 


		(vi)	$100,000 Per Year Limitation for ISOs. To the extent the aggregate Fair Market Value (determined at the time
of grant) of the Common Stock for which ISOs are exercisable for the first time by any Participant during any calendar year (under
all plans of the Company) exceeds $100,000, such excess ISOs shall be treated as Nonqualified Stock Options.



  


		(vii)	Disqualifying Dispositions. Each Participant awarded an ISO under the Plan shall notify the Company in writing
immediately after the date he or she



  



    	10



    	 



    
 


			makes a disqualifying disposition of any shares
of Common Stock acquired pursuant to the exercise of such ISO. A disqualifying disposition is any disposition (including any sale)
of such Common Stock before the later of (i) two years after the time of grant of the ISO or (ii) one year after the date the
Participant acquired the shares of Common Stock by exercising the ISO. The Company may, if determined by the Committee and in
accordance with procedures established by it, retain possession of any shares of Common Stock acquired pursuant to the exercise
of an ISO as agent for the applicable Participant until the end of the period described in the preceding sentence, subject to
complying with any instructions from such Participant as to the sale of such Stock.






 


		(b)	Stock Appreciation Rights. A SAR represents the right to receive a payment in cash, Common Stock, or a combination
thereof, in an amount equal to the excess of the fair market value of a specified number of shares of Common Stock at the time
the SAR is exercised over the exercise price of such SAR which shall be no less than 100% of the Fair Market Value of the same
number of shares at the time the SAR was granted, except that if a SAR is granted retroactively in substitution for an Option,
the exercise price of such SAR shall be the Fair Market Value at the time such Option was granted. Any such substitution of a SAR
for an Option granted to a Covered Employee may only be made in compliance with the provisions of Section 162(m) of the Code. Except
as otherwise provided in Section 7(d), Awards of SARs shall be subject to the terms, conditions, restrictions and limitations determined
by the Committee, in its sole discretion, from time to time. A SAR may only be granted to Employees to whom an Option could be
granted under the Plan.



 


		(c)	Stock Awards.



 


		(i)	Form of Awards. The Committee may grant Awards (“Stock Awards”) that are payable in shares of Common
Stock or denominated in units equivalent in value to shares of Common Stock or are otherwise based on or related to shares of Common
Stock, including, but not limited to, Awards of Restricted Stock, Deferred Stock and Stock Units. Except as otherwise provided
in Section 7(d), Stock Awards shall be subject to such terms, conditions, restrictions and limitations as the Committee may determine
to be applicable to such Stock Awards, in its sole discretion, from time to time.



 


		(ii)	Stock
Payment. If not prohibited by applicable law and to the extent allowed by Section
7(d) of the Plan, the Committee may issue unrestricted shares of Common Stock, alone or in tandem with other Awards, in such amounts
and subject to such terms and conditions as the Committee shall from time to time in its sole discretion determine; provided,
however, that to the extent Section 409A of the Code is applicable to the grant of unrestricted shares of Common Stock that are
issued in tandem with another Award, then such tandem Awards shall conform to the requirements of Section 409A of the Code. A
Stock Payment under the Plan may be granted as, or in payment of, a bonus



 






    	11



    	 



    
 


			(including
without limitation any compensation that is intended to qualify as performance-based compensation for purposes of Section 162(m)
of the Code), or to provide incentives or recognize special achievements or contributions. Any shares of Common Stock used for
such payment may be valued at a fair market value at the time of payment as determined by the Committee in its sole discretion.
Notwithstanding anything to the contrary contained herein, the shares issued subject to Stock Payments granted in settlement of
“common stock equivalent” awards dated January 19, 2010, shall not be subject to Section 7(d).









 


		(iii)	Restricted Stock. Except as otherwise provided
in Section 7(d), Awards of Restricted Stock shall be subject to the terms, conditions, restrictions, and limitations determined
by the Committee, in its sole discretion, from time to time. The number of shares of Restricted Stock allocable to an Award under
the Plan shall be determined by the Committee in its sole discretion.



 


		(iv)	Deferred Stock. Except as otherwise provided
in Section 7(d) and subject to Section 409A of the Code to the extent applicable, Awards of Deferred Stock shall be subject to
the terms, conditions, restrictions and limitations determined by the Committee, in its sole discretion, from time to time. A Participant
who receives an Award of Deferred Stock shall be entitled to receive the number of shares of Common Stock allocable to his or her
Award, as determined by the Committee in its sole discretion, from time to time, at the end of a specified deferral period determined
by the Committee. Awards of Deferred Stock represent only an unfunded, unsecured promise to deliver shares in the future and do
not give Participants any greater rights than those of an unsecured general creditor of the Company.



 


		(v)	Stock Units.  A Stock Unit is an Award denominated in shares of Common Stock that may be settled either in shares
of Common Stock or in cash, in the discretion of the Committee, and, except as otherwise provided in Section 7(d) and subject to
Section 409A of the Code to the extent applicable, shall be subject to such other terms, conditions, restrictions and limitations
determined by the Committee from time to time in its sole discretion.



 


		(d)	Minimum Vesting. Except for Awards referred to in Section 6(c)(ii) or (iii) and the last sentence of Section
7(c)(ii), or as provided in this Section 7(d), Section 7(a)(ii), and Section 13, Awards shall not vest in full prior to the third
anniversary of the Award date; provided, however, that the Committee may, in its sole discretion, grant Awards that provide for
accelerated vesting (i) on account of a Participant’s retirement, death, disability, leave of absence, termination of employment,
the sale or other disposition of a Participant’s employer or any other similar event, and/or (ii) upon the achievement of
performance criteria specified by the Committee, as provided in Section 7(e). Notwithstanding the foregoing, up to twenty percent
(20%) of the shares of Common Stock reserved for issuance under the Plan pursuant



 






    	12



    	 



    
 


			to Section 6(a) may be granted subject to awards
with such other vesting requirements, if any, as the Committee may establish in its sole discretion (which number of shares shall
be subject to adjustment in accordance with Section 6(e) and which shall not include any shares subject to Awards referred to
in Section 6(c)(ii) and (iii) and the last sentence of Section 7(c)(ii), or granted pursuant to Section 7(a)(ii), Section 7(e)
or any other provision of this Section 7(d)).









 


		(e)	Performance Criteria. At the discretion of the Committee, Awards may be made subject to, or may vest on an accelerated
basis upon, the achievement of performance criteria related to a period of performance of not less than one year, which may be
established on a Company-wide basis or with respect to one or more business units or divisions or Subsidiaries and may be based
upon the attainment of criteria as may be determined by the Committee. When establishing performance criteria for any performance
period, the Committee may exclude any or all “extraordinary items” as determined under U.S. generally accepted accounting
principles including, without limitation, the charges or costs associated with restructurings of the Company or any Subsidiary,
discontinued operations, other unusual or non-recurring items, and the cumulative effects of accounting changes. The Committee
may also adjust the performance criteria for any performance period as it deems equitable in recognition of unusual or non-recurring
events affecting the Company, changes in applicable tax laws or accounting principles, or such other factors as the Committee may
determine. The Committee, in its sole discretion, may establish or measure performance criteria based on International Financial
Reporting Standards or other appropriate accounting principles then in general use and accepted for financial reports the Company
is required to file with the United States Securities and Exchange Commission.



 


		8.	Forfeiture Provisions Following a Termination of Employment



 


Except where prohibited by applicable law, the Committee,
in its discretion, may provide in any Award Agreement that, in any instance where the rights of a Participant with respect to an
Award extend past the date of termination of a Participant’s employment, all or some of such rights shall terminate and be
forfeited or modified upon the occurrence or non-occurrence of any specified condition or event, including, but not limited to,
the Participant, at any time subsequent to his or her termination of employment engaging, directly or indirectly, either personally
or as an employee, agent, partner, stockholder, officer or director of, or consultant to, any entity or person engaged in any business
in which the Company or its affiliates is engaged, in conduct that breaches any obligation or duty of such Participant to the Company
or a Subsidiary or that is in material competition with the Company or a Subsidiary or is materially injurious to the Company or
a Subsidiary, monetarily or otherwise, which conduct shall include, but not be limited to, (i) disclosing or misusing any confidential
information pertaining to the Company or a Subsidiary; (ii) any attempt, directly or indirectly, to induce any employee, agent,
insurance agent, insurance broker or broker-dealer of the Company or any Subsidiary to be employed or perform services elsewhere;
(iii) any attempt by a Participant, directly or indirectly, to solicit the trade of any customer or supplier or prospective customer
or






    	13



    	 



    
 





supplier of the Company or any Subsidiary; or (iv) disparaging the Company, any Subsidiary or any of their respective officers
or directors. The Committee shall have sole discretion to make the determination of whether any conduct, action or failure to act,
or occurrence or non-occurrence of a specified event or condition has triggered the application of any provision included in an
Award Agreement as contemplated by this Section 8. Notwithstanding the foregoing, unless specified otherwise in the applicable
Award Agreement, a Participant shall not be deemed to be a stockholder of a competing entity if the Participant’s record
and beneficial ownership amount to not more than one percent (1%) of the outstanding capital stock of any company subject to the
periodic and other reporting requirements of the 1934 Act. This Section 8 shall not be construed to in any way limit the applicability
of Section 21(d) to any Award.


  


		9.	Dividends and Dividend Equivalents



 


The Committee may, in its sole discretion, provide
that Stock Awards shall earn dividends or dividend equivalents. Such dividends or dividend equivalents may be paid currently or
may be credited to an account maintained on the books of the Company. Any payment or crediting of dividends or dividend equivalents
will be subject to such terms, conditions, restrictions and limitations as the Committee may establish, from time to time, in its
sole discretion, including, without limitation, reinvestment in additional shares of Common Stock or common share equivalents;
provided, however, if the payment or crediting of dividends or dividend equivalents is in respect of a Stock Award that is subject
to Section 409A of the Code, then the payment or crediting of such dividends or dividend equivalents shall conform to the requirements
of Section 409A of the Code and such requirements shall be specified in writing. Any shares purchased by or on behalf of Participants
in a dividend reinvestment program established under the Plan shall not count towards the maximum number of shares that may be
issued under the Plan as set forth in Section 6(a), provided that such shares are purchased in open-market transactions or are
treasury shares purchased directly from the Company at fair market value at the time of purchase. Unless the Committee determines
otherwise, Section 16(a) Officers may not participate in dividend reinvestment programs established under the Plan. Notwithstanding
the foregoing, dividends or dividend equivalents may not be paid or accrue with respect to any shares of Common Stock subject to
an Award pursuant to Section 7(e), unless and until the relevant performance criteria have been satisfied, and then only to the
extent determined by the Committee, as specified in the Award Agreement.


 


		10.	Voting



 


The Committee shall determine whether a Participant
shall have the right to direct the vote of shares of Common Stock allocated to a Stock Award. If the Committee determines that
an Award shall carry voting rights, the shares allocated to such Award shall be voted by such person as the Committee may designate
(the “Plan Administrator”) in accordance with instructions received from Participants (unless to do so would constitute
a violation of fiduciary duties or any applicable exchange rules). In such cases, shares subject to Awards as to which no instructions
are received shall be voted by the Plan Administrator






    	14



    	 



    
 


proportionately in accordance with instructions received with respect to
all other Awards (including, for these purposes, outstanding awards granted under the Prior Plans or any other plan of the Company)
that are eligible to vote (unless to do so would constitute a violation of fiduciary duties or any applicable exchange rules).


  


		11.	Payments and Deferrals



 


		(a)	Payment of vested Awards may be in the form of cash, Common Stock or combinations thereof as the Committee shall determine,
subject to such terms, conditions, restrictions and limitations as it may impose. The Committee may (i) postpone the exercise
of Options or SARs (but not beyond their expiration dates), (ii) require or permit Participants to elect to defer the receipt or
issuance of shares of Common Stock pursuant to Awards or the settlement of Awards in cash under such rules and procedures as it
may establish, in its discretion, from time to time, (iii) provide for deferred settlements of Awards including the payment or
crediting of earnings on deferred amounts, or the payment or crediting of dividend equivalents where the deferred amounts are denominated
in common share equivalents, (iv) stipulate in any Award Agreement, either at the time of grant or by subsequent amendment, that
a payment or portion of a payment of an Award be delayed in the event that Section 162(m) of the Code (or any successor or similar
provision of the Code) would disallow a tax deduction by the Company for all or a portion of such payment; provided, that the period
of any such delay in payment shall be until the payment, or portion thereof, is tax deductible, or such earlier date as the Committee
shall determine in its sole discretion. Notwithstanding the forgoing, with respect to any Award subject to Section 409A of the
Code, the Committee shall not take any action described in the preceding sentence unless it determines that such action will not
result in any adverse tax consequences for any Participant under Section 409A of the Code.



 


		(b)	If, pursuant to any Award granted under the Plan, a Participant is entitled to receive a payment on a specified date, such
payment shall be deemed made as of such specified date if it is made (i) not earlier than 30 days before such specified date and
(ii) not later than December 31 of the year in which such specified date occurs or, if later, the fifteenth day of the third month
following such specified date, in each case provided that the Participant shall not be permitted, directly or indirectly, to designate
the taxable year in which such payment is made.



 


		(c)	Notwithstanding the foregoing, if a Participant is a Specified Employee at the time of his or her
Separation from Service, any payment(s) with respect to any Award subject to Section 409A
of the Code to which such Participant would otherwise be entitled by reason of such Separation from
Service shall be made on the date that is six months after the Participant’s Separation from Service (or, if earlier, the
date of the Participant’s death).



 






    	15



    	 



    









 


		(d)	If, pursuant to any Award granted under the Plan, 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 as a right to
a single payment. For purposes of the preceding sentence, the term “series of installment payments”
has the same meaning as provided in Section 1.409A-2(b)(2)(iii) of the Treasury Regulations.



 


		12.	Nontransferability



 


Awards granted under the Plan, and during any period
of restriction on transferability, shares of Common Stock issued in connection with the exercise of an Option or a SAR, may not
be sold, pledged, hypothecated, assigned, margined or otherwise transferred in any manner other than by will or the laws of descent
and distribution, unless and until the shares underlying such Award have been issued, and all restrictions applicable to such shares
have lapsed or have been waived by the Committee. No Award or interest or right therein shall be subject to the debts, contracts
or engagements of a Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation,
anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation
of law, by judgment, lien, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy and
divorce), and any attempted disposition thereof shall be null and void, of no effect, and not binding on the Company in any way.
Notwithstanding the foregoing, the Committee may, in its sole discretion, permit (on such terms, conditions and limitations as
it may establish) Nonqualified Stock Options (including non-qualified Reload Options) and/or shares issued in connection with an
Option or a SAR exercise that are subject to restrictions on transferability, to be transferred one time to a member of a Participant’s
immediate family or to a trust or similar vehicle for the benefit of a Participant’s immediate family members. During the
lifetime of a Participant, all rights with respect to Awards shall be exercisable only by such Participant or, if applicable pursuant
to the preceding sentence, a permitted transferee.


 


		13.	Change of Control



 


		(a)	Notwithstanding any provisions of this Plan to the contrary, the Committee may, in its sole discretion, at the time an Award
is made hereunder or at any time prior to, coincident with or after the time of a Change of Control:



 


		(i)	provide for the acceleration of any time periods, or the waiver of any other conditions, relating to the vesting, exercise,
payment or distribution of an Award so that any Award to a Participant whose employment has been terminated as a result of a Change
of Control may be vested, exercised, paid or distributed in full on or before a date fixed by the Committee;



 


		(ii)	provide for the purchase of any Awards from a Participant whose employment has been terminated as a result of a Change of Control,
upon the Participant’s request, for an amount of cash equal to the amount that could have been obtained upon the



 






    	16



    	 



    
 


			exercise,
payment or distribution of such rights had such Award been currently exercisable or payable;









 


		(iii)	provide for the termination of any then outstanding Awards or make any other adjustment to the Awards then outstanding as the
Committee deems necessary or appropriate to reflect such transaction or change; or



 


		(iv)	cause the Awards then outstanding to be assumed, or new rights substituted therefore, by the surviving corporation in such
change.



 


For purposes of sub-paragraphs (i) and (ii) above,
any Participant whose employment is terminated by the Company other than for “gross misconduct,” or by the Participant
for “good reason” (each as defined in the applicable Award Agreement) upon, or on or prior to the first anniversary
of, a Change of Control, shall be deemed to have been terminated as a result of the Change of Control.


 


		(b)	A “Change of Control” shall be deemed to occur if and when:



 


		(i)	any person, including a “person” as such term is used in Section 14(d)(2) of the 1934 Act (a “Person”),
is or becomes a beneficial owner (as such term is defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of securities
of the Company representing 25 percent (25%) or more of the combined voting power of the Company’s then outstanding securities
(provided, however, that, notwithstanding the foregoing, a “Change of Control” shall not include consummation of the
exchange of preferred securities owned by the United States government for Common Stock, as announced by the Company in a press
release dated February 27, 2009);



 


		(ii)	any plan or proposal for the dissolution or liquidation of the Company is adopted by the stockholders of the Company;



 


		(iii)	individuals who, as of April 21, 2009, constituted the Board (the “Incumbent Board”) cease for any reason to constitute
at least a majority of the Board; provided, however, that any individual becoming a director subsequent to April 21, 2009 whose
election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board,
but excluding for this purpose any such individual whose initial assumption of office occurs as a result of either an actual or
threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the 1934 Act) or other actual
or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board;



 






    	17



    	 



    









 


		(iv)	all or substantially all of the assets of the Company are sold, transferred or distributed; or



 


		(v)	there occurs a reorganization, merger, consolidation or other corporate transaction involving the Company (a “Transaction”),
in each case, with respect to which the stockholders of the Company immediately prior to such Transaction do not, immediately after
the Transaction, own more than 50 percent (50%) of the combined voting power of the Company or other corporation resulting from
such Transaction in substantially the same respective proportions as such stockholders’ ownership of the voting power of
the Company immediately before such Transaction.



 


		(c)	Notwithstanding the foregoing, with respect to Awards subject to Section 409A of the Code, the effect of a Change of Control
and what constitutes a Change of Control shall be set forth in the underlying Award programs and/or Award Agreements.



 


		14.	Award Agreements



 


Each Award under the Plan shall be evidenced by an
Award Agreement (as such may be amended from time to time) that sets forth the terms, conditions, restrictions and limitations
applicable to the Award, including, but not limited to, the provisions governing vesting, exercisability, payment, forfeiture,
and termination of employment, all or some of which may be incorporated by reference into one or more other documents delivered
or otherwise made available to a Participant in connection with an Award. The Committee need not require the execution of such
document by the Participant, in which case acceptance of the Award by the Participant shall constitute agreement by the Participant
to the terms, conditions, restrictions and limitations set forth in the Plan and the Award Agreement as well as the administrative
guidelines and practices of the Company in effect from time to time.


 


		15.	Tax Withholding



 


Participants shall be solely responsible for any
applicable taxes (including without limitation income, payroll and excise taxes) and penalties, and any interest that accrues thereon,
which they incur in connection with the receipt, vesting or exercise of any Award. The Company and its Subsidiaries shall have
the right to require payment of, or may deduct from any payment made under the Plan or otherwise to a Participant, or may permit
shares to be tendered or sold, including shares of Common Stock delivered or vested in connection with an Award in, an amount sufficient
to cover withholding of any federal, state, local, foreign or other governmental taxes or charges required by law or such greater
amount of withholding as the Committee shall determine from time to time and to take such other action as may be necessary to satisfy
any such withholding obligations. The value of any shares allowed to be withheld or tendered for tax withholding may not exceed
the amount allowed consistent with fixed plan accounting in accordance with U.S. generally accepted accounting principles, to the
extent applicable. To the extent that a number of shares of Common Stock sufficient to satisfy a tax withholding obligation of
the Company may not be withheld (whether because






    	18



    	 



    



 


the Award has not vested in full pursuant to its terms, administrative procedures
in effect at such time, applicable accounting principles or any other reason), it shall be a condition to the obligation of the
Company to issue shares of Common Stock upon the exercise of an Option or a SAR, or in settlement of any vested Award, that a Participant
pay to the Company, on demand, such amount as may be requested by the Company for the purpose of satisfying any actual tax withholding
liability (or any hypothetical tax owed to the Company, if such Participant is a current or former expatriate employee subject
to a Company tax-equalization policy). If the amount is not timely paid to the Company in cash by such Participant, the Company
may cancel the Award and refuse to issue such shares.





 


		16.	Other Benefit and Compensation Programs



 


Awards received by Participants under the Plan shall
not be deemed a part of a Participant’s regular, recurring compensation for purposes of calculating payments or benefits
from any Company benefit plan or severance program unless specifically provided for under the plan or program. Unless specifically
set forth in an Award Agreement, Awards under the Plan are not intended as payment for compensation that otherwise would have been
delivered in cash, and even if so intended, such Awards shall be subject to such vesting requirements and other terms, conditions
and restrictions as may be provided in the Award Agreement.


 


		17.	Unfunded Plan



 


Unless otherwise determined by the Committee, the
Plan shall be unfunded and shall not create (or be construed to create) a trust or a separate fund or funds. The Plan shall not
establish any fiduciary relationship between the Company and any Participant or other person. To the extent any Participant holds
any rights by virtue of an Award granted under the Plan, such rights shall constitute general unsecured liabilities of the Company
and shall not confer upon any Participant or any other person or entity any right, title, or interest in any assets of the Company.


 


		18.	Expenses of the Plan



 


The expenses of the administration of the Plan shall
be borne by the Company and its Subsidiaries. The Company may require Subsidiaries to pay for the Common Stock issued under the
Plan.


 


		19.	Rights as a Stockholder



 


Unless the Committee determines otherwise, a Participant
shall not have any rights as a stockholder with respect to shares of Common Stock covered by an Award until the date the Participant
becomes the holder of record with respect to such shares. No adjustment will be made for dividends or other rights for which the
record date is prior to such date, except as provided in Section 9.



    	19



    	 



    






 


		20.	Future Rights



 


No Employee shall have any claim or right to be granted
an Award under the Plan. There shall be no obligation of uniformity of treatment of Employees under the Plan. Further, the Company
and its Subsidiaries may adopt other compensation programs, plans or arrangements as it deems appropriate or necessary. The adoption
of the Plan shall not confer upon any Employee any right to continued employment in any particular position or at any particular
rate of compensation, nor shall it interfere in any way with the right of the Company or a Subsidiary to terminate the employment
of its Employees at any time, free from any claim or liability under the Plan.


 


		21.	Amendment and Termination



 


		(a)	The Plan may be amended, suspended or terminated at any time by the Board, provided that no amendment shall be made without
stockholder approval, if it would (i) materially increase the number of shares available under the Plan, (ii) materially expand
the types of awards available under the Plan, (iii) materially expand the class of persons eligible to participate in the Plan,
(iv) materially extend the term of the Plan, (v) materially change the method of determining the exercise price of an Award, (vi)
delete or limit the prohibition against repricing contained in Section 4(d), or (vii) otherwise require approval by the stockholders
of the Company in order to comply with applicable law or the rules of the New York Stock Exchange (or, if the Common Stock is not
traded on the New York Stock Exchange, the principal national securities exchange upon which the Common Stock is traded or quoted).
No such amendment referred to above shall be effective unless and until it has been approved by the stockholders of the Company.
Notwithstanding the foregoing, with respect to Awards subject to Section 409A of the Code, any amendment, suspension or termination
of the Plan shall conform to the requirements of Section 409A of the Code. Except as otherwise provided in Section 5(b), Section
7(e), Section 11(a), Section 13(a) and Sections 21(b), 21(c) and 21(d), no termination, suspension or amendment of the Plan or
any Award shall adversely affect the right of any Participant with respect to any Award theretofore granted, as determined by the
Committee, without such Participant’s written consent. Unless terminated earlier by the Board, the Plan will terminate on
April 21, 2014.



 


		(b)	The Committee may amend or modify the terms and conditions of an Award to the extent that the Committee determines, in its
sole discretion, that the terms and conditions of the Award violate or may violate Section 409A of the Code; provided, however,
that unless the Committee determines otherwise, any such amendment or modification of an Award made pursuant to this Section 21(b)
shall maintain, to the maximum extent practicable, the original intent of the applicable Award provision without contravening the
provisions of Section 409A of the Code. The amendment or modification of any Award pursuant to this Section 21(b) shall be at the
Committee’s sole discretion and the Committee shall not be obligated to amend or modify any Award or the Plan, nor shall
the Company be liable for any adverse tax or other consequences to a Participant resulting from such



 






    	20



    	 



    
 


			amendments or modifications
or the Committee’s failure to make any such amendments or modifications for purposes of complying with Section 409A of the
Code or for any other purpose. To the extent the Committee amends or modifies an Award pursuant to this Section 21(b), the Participant
shall receive notification of any material changes to his or her Award and, unless the Committee determines otherwise, the changes
described in such notification shall be deemed to amend the terms and conditions of the applicable Award and Award Agreement.



  


		(c)	To the extent an Award may subject a Participant to income recognition pursuant to Section 457A of the Code or any other provision
of U.S. or non-U.S. income tax law prior to the time at which the Company anticipated that income attributable to the Award would
become taxable to such Participant, in order to mitigate the unanticipated tax burden on such Participant the Committee may amend
or modify the terms and conditions of such Award, including accelerating the vesting of all or any portion of the Award; provided,
however, that unless the Committee determines otherwise, any such amendment or modification of an Award made pursuant to this Section
21(c) shall maintain, to the maximum extent practicable, the original intent of the applicable Award provision. The amendment or
modification of any Award pursuant to this Section 21(c) shall be at the Committee’s sole discretion and the Committee shall
not be obligated to amend or modify any Award or the Plan, nor shall the Company be liable for any adverse tax or other consequences
to a Participant resulting from such amendments or modifications or the Committee’s failure to make any such amendments or
modifications for purposes of complying with Section 457A of the Code or for any other purpose. To the extent the Committee amends
or modifies an Award pursuant to this Section 21(c), the Participant shall receive notification of any material changes to his
or her Award and, unless the Committee determines otherwise, the changes described in such notification shall be deemed to amend
the terms and conditions of the applicable Award and Award Agreement.



 


		(d)	The Committee may modify the provisions of an Award and/or the Plan to the extent required or permitted under any applicable
law, regulation, rule, regulatory guidance or legal authority or any policy implemented at any time by the Company in its discretion
to (i) comply with any legal, regulatory or governmental requirements, directions, supervisory comments, guidance or promulgations
specifically including but not limited to guidance on remuneration practices or sound incentive compensation practices promulgated
by any U.S. or non-U.S. governmental agency or authority, (ii) comply with the listing requirements of any stock exchange on which
the Company’s common stock is traded, or (iii) comply with or enable the Company to qualify for any government loan, subsidy,
investment or other program.



  


		22.	Successors and Assigns



 


The Plan and any applicable Award Agreement entered
into under the Plan shall be binding on all successors and assigns of a Participant, including, without limitation, the estate
of such






    	21



    	 



    
 





Participant and the executor, administrator or trustee of such estate, or any receiver or trustee in bankruptcy or representative
of the Participant’s creditors.


 


23.Governing Law


 


The Plan and all agreements entered into under the
Plan shall be construed in accordance with and governed by the laws of the State of New York.


 


24. No Liability With
Respect to Tax Qualification or Adverse Tax Treatment


 


Notwithstanding any provision of this Plan to the
contrary, in no event shall the Company or any Subsidiary be liable to a Participant on account of an Award's failure to (i) qualify
for favorable U.S. or foreign tax treatment or (ii) avoid adverse tax treatment under U.S. or foreign law, including, without limitation,
Sections 409A and 457A of the Code.


 



    	22