Exhibit 10.1


 





ENERGY SERVICES OF AMERICA CORPORATION


 


2022 EQUITY INCENTIVE PLAN


 


ARTICLE 1 — GENERAL


 


Section 1.1. Purpose, Effective Date
and Term.    The purpose of the Energy Services of America Corporation 2022 Equity Incentive Plan (the “Plan”)
is to promote the long-term financial success of Energy Services of America Corporation (the “Company”), and its Subsidiaries,
by providing a means to attract, retain and reward individuals who contribute to that success and to further align their interests with
those of the Company’s shareholders through the ownership of additional shares of common stock of the Company and/or through compensation
tied to the value of the Company’s common stock. The “Effective Date” of the Plan will be the date on which the
Plan satisfies the applicable shareholder approval requirements. The Plan will remain in effect as long as Awards are outstanding; provided,
however, that no Awards may be granted under the Plan after the day immediately before the ten-year anniversary date of the Effective
Date.


 


Section 1.2. Administration.    The
Plan will be administered by the Compensation Committee of the Board of Directors (the “Committee”) in accordance with
Section 5.1.


 


Section 1.3. Participation.    Each
individual who is granted or holds an Award in accordance with the terms of the Plan will be a participant in the Plan (a “Participant”).
The grant of Awards will be limited to Employees and Service Providers of the Company or any Subsidiary. Directors (other than Employee
Directors) are not eligible to receive grants of Awards pursuant to the Plan, but a Director may hold Awards if Awards were initially
granted when the Director was an Employee.


 


Section 1.4. Definitions.    Capitalized
terms used in this Plan are defined in Article 8 and elsewhere in this Plan.


 


ARTICLE 2 — AWARDS


 


Section 2.1. General.    Any
Award under the Plan may be granted singularly or in combination with another Award or other Awards. Each Award under the Plan will be
subject to the terms and conditions of the Plan and any additional terms, conditions, limitations and restrictions as the Committee provides
with respect to the Award and as evidenced in an Award Agreement. In the event of a conflict between the terms of an Award Agreement and
the Plan, the terms of the Plan will control. Subject to the provisions of Section 2.2(d), an Award may be granted as an alternative
to or replacement of an existing Award under the Plan or any other plan of the Company or any Subsidiary or as the form of payment for
grants or rights earned or due under any other compensation plan or arrangement of the Company or any Subsidiary, including without limitation
the plan of any entity acquired by the Company or any Subsidiary. The types of Awards that may be granted under the Plan include Stock
Options, Restricted Stock and Restricted Stock Units, and any Award may be granted as a Performance Award.


 


Section 2.2. Stock Options.    A
Stock Option is a grant that represents the right to purchase shares of Stock at an established Exercise Price.


 


(a)       Grant
of Stock Options.    Each Stock Option will be evidenced by an Award Agreement that specifies: (i) the
number of shares of Stock covered by the Stock Option; (ii) the date of grant of the Stock Option and the Exercise Price;
(iii) the vesting period or conditions to vesting or exercisability (whether time- and/or performance-based); and (iv) any
other terms and conditions not inconsistent with the Plan, including the effect of termination of a Participant’s employment
or Service, as the Committee may, in its discretion, prescribe. Any Stock Option may be either an Incentive Stock Option that is
intended to satisfy the requirements applicable to an “Incentive Stock Option” (or “ISO”) described in Code
Section 422(b), or a Non-Qualified Option that is not intended to be an ISO; provided, however, that no ISOs may be
granted: (i) after the day immediately prior to the ten-year anniversary of the Effective Date or the date on which the Plan is
approved by the Board of Directors, whichever is earlier; or (ii) to a non-Employee. Unless otherwise specifically provided by
its terms, any Stock Option granted to an Employee under this Plan will be an ISO to the maximum extent permitted. Any ISO granted
under this Plan that does not qualify as an ISO for any reason (whether at the time of grant or as the result of a subsequent event)
will be deemed to be a Non-Qualified Option. In addition, any ISO granted under this Plan may be unilaterally modified by the
Committee to disqualify it from ISO treatment, so that it becomes a Non-Qualified Option; provided, however, that any such
modification will be ineffective if it causes the Option to be subject to Code Section 409A (unless, as modified, the Option
complies with Code Section 409A). The maximum number of Shares that can be issued as ISOs under the Plan is set forth in
Section 3.2 hereof.


 






     


     


    

 


(b)       Other
Terms and Conditions.    A Stock Option will become exercisable in accordance with its terms and conditions and
during the period(s) established by the Committee. In no event, however, will a Stock Option expire later than ten (10) years after
the date of its grant (or five (5) years with respect to ISOs granted to a 10% Shareholder). The Exercise Price of each Stock Option
may not be less than 100% of the Fair Market Value of a share of Stock on the date of grant (or, if greater, the par value of a share
of Stock); provided, however, that the Exercise Price of an ISO may not be less than 110% of Fair Market Value of a share of Stock
on the date of grant if granted to a 10% Shareholder; provided further, that the Exercise Price may be higher or lower in the case
of Stock Options granted or exchanged in replacement of existing Awards held by an employee of an acquired entity. The payment of the
Exercise Price will be by cash or, subject to limitations imposed by applicable law, by any other means as the Committee may from time
to time permit, including: (i) by tendering, either actually or constructively by attestation, shares of Stock valued at Fair Market
Value as of the day of exercise; (ii) by irrevocably authorizing a third party, acceptable to the Committee, to sell shares of Stock
(or a sufficient portion of the shares) acquired upon exercise of the Stock 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 the exercise; (iii) by a net settlement
of the Stock Option, using a portion of the shares of Stock obtained on exercise in payment of the Exercise Price (and if applicable,
any tax withholding); (iv) by personal, certified or cashier’s check; (v) by other property deemed acceptable by the Committee;
or (vi) by any combination thereof. The total number of shares of Stock that may be acquired upon the exercise of a Stock Option
shall be rounded down to the nearest whole share, with cash-in-lieu paid by the Company, at its discretion, for the value of any fractional
share.


 


(c)       Prohibition
of Cash Buy-Outs of Underwater Stock Options.    Under no circumstances will any Stock Option with an Exercise
Price as of an applicable date that is greater than the Fair Market Value of a share of Stock as of the same date that was granted under
the Plan be bought back by the Company without shareholder approval.


 


(d)       Prohibition
Against Repricing.    Except for adjustments pursuant to Section 3.3, and reductions of the Exercise Price
approved by the Company’s shareholders, neither the Committee nor the Board of Directors shall have the right or authority to make
any adjustment or amendment that reduces or would have the effect of reducing the Exercise Price of a Stock Option previously granted
under the Plan, whether through amendment, cancellation (including cancellation in exchange for a cash payment in excess of the Award’s
in-the-money value or in exchange for Options or other Awards), replacement grants, or other means.


 


Section 2.3Restricted
Stock.    


 


(a)       Grant
of Restricted Stock.    A Restricted Stock Award is a grant of a share or shares of Stock for no
consideration or such minimum consideration as may be required by applicable law, subject to a time-based vesting schedule or the
satisfaction of market conditions or performance conditions. Each Restricted Stock Award will be evidenced by an Award Agreement
that specifies (i) the number of shares of Stock covered by the Restricted Stock Award; (ii) the date of grant of the
Restricted Stock Award; (iii) the vesting period (whether time- and/or performance-based); and (iv) any other terms and
conditions not inconsistent with the Plan, including the effect of termination of a Participant’s employment or Service. All
Restricted Stock Awards will be in the form of issued and outstanding shares of Stock. Restricted Stock granted under the Plan may
be evidenced in such manner as the Committee determines, including electronically and/or solely on the books and records maintained
by the transfer agent. If certificates representing Restricted Stock are registered in the name of the Participant, the Committee
may require that the certificates bear an appropriate legend referring to the terms, conditions and restrictions applicable to the
Restricted Stock (including that the Restricted Stock may not be sold, encumbered, hypothecated or otherwise transferred except in
accordance with the terms of the Plan and Award Agreement) and/or that the Company retain physical possession of the certificates,
and that the Participant deliver a stock power to the Company, endorsed in blank, relating to the Restricted Stock.


 






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(b)       Terms
and Conditions.    Each Restricted Stock Award will be subject to the following terms and conditions:


 


(i)       Rights
and Restrictions.    Restricted Stock Awards shall be subject to such restrictions on transferability, risk of
forfeiture and other restrictions, if any, as the Committee may impose, or as otherwise provided in the Plan. The restrictions may lapse
separately or in combination at such times, under such circumstances (including based on achievement of performance goals and/or future
service requirements), in such installments or otherwise, as the Committee may determine at the date of grant or thereafter. A Participant
granted Restricted Stock will have all of the rights of a shareholder, including the right to vote the Restricted Stock and the right
to receive dividends thereon provided, however, that dividends payable with respect to Restricted Stock Awards (whether
paid in cash or shares of Stock) will be subject to the same vesting conditions applicable to the Restricted Stock and will, if vested,
be delivered or paid at the same time as the restrictions on the Restricted Stock to which they relate lapse.


 


(ii)       Tender
Offers and Merger Elections.    Each Participant to whom a Restricted Stock Award is granted will have the right
to respond, or to direct the response, with respect to the related shares of Restricted Stock, to any tender offer, exchange offer, cash/stock
merger consideration election or other offer made to, or elections made by, the holders of shares of Stock. The direction for any of the
shares of Restricted Stock shall be given by proxy or ballot if the Participant is the beneficial owner of the shares of Restricted Stock
for voting purposes or, if the Participant is not the beneficial owner for voting purposes, by completing and filing, with the inspector
of elections, the trustee or such other person who shall be independent of the Company, as the Committee shall designate in the direction,
a written direction in the form and manner prescribed by the Committee. If no direction is given, then the shares of Restricted Stock
will not be tendered.


 


Section 2.4. Restricted Stock Units.


 


(a)       Grant
of Restricted Stock Unit Awards. A Restricted Stock Unit is an Award, the value of which is denominated in shares of Stock that will
be paid in Stock, including Restricted Stock, cash (measured based upon the value of a share of Stock) or a combination thereof, at the
end of a specified period. A Restricted Stock Unit is subject to a vesting schedule or the satisfaction of market conditions or performance
conditions. Each Restricted Stock Unit will be evidenced by an Award Agreement that specifies: (i) the number of Restricted Stock
Units covered by the Award; (ii) the date of grant of the Restricted Stock Unit; (iii) the Restriction Period and the vesting
period (whether time- and/or performance-based); and (iv) any other terms and conditions not inconsistent with the Plan, including
the effect of termination of a Participant’s employment or Service.


 


(b)       Other
Terms and Conditions. Each Restricted Stock Unit Award will be subject to the following terms and conditions:


 


(i)       The
Committee shall impose any other conditions and/or restrictions on any Restricted Stock Unit Award as it may deem advisable, including,
without limitation, a requirement that Participants pay a stipulated purchase price for each Restricted Stock Unit, time-based restrictions
and vesting following the attainment of performance measures, restrictions under applicable laws or under the requirements of any Exchange
or market on which shares of Stock may be listed, or holding requirements or sale restrictions placed by the Company upon vesting of Restricted
Stock Units.


 


(ii)       The
conditions for grant or vesting and the other provisions of Restricted Stock Units (including without limitation any applicable performance
measures) need not be the same with respect to each recipient. An Award of Restricted Stock Units shall be settled as and when the Restricted
Stock Units vest or, in the case of Restricted Stock Units subject to performance measures, after the Committee has determined that the
performance goals have been satisfied.


 






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(iii)       Subject
to the provisions of the Plan and the applicable Award Agreement, during the period, if any, set by the Committee, commencing on the date
of grant of the Restricted Stock Unit for which the Participant’s continued Service is required (the “Restriction Period”),
and until the later of (A) the expiration of the Restriction Period and (B) the date the applicable performance measures (if any) are
satisfied, the Participant shall not be permitted to sell, assign, transfer, pledge or otherwise encumber Restricted Stock Units.


 


(iv)       A
Participant will have no voting rights with respect to any Restricted Stock Units. No dividends will be paid on Restricted Stock Units.
In the sole discretion of the Committee, exercised at the time of grant, Dividend Equivalent Rights may be assigned to Restricted Stock
Units. A Dividend Equivalent Right, if any, will be paid at the same time as the shares of Stock or cash subject to the Restricted Stock
Unit are distributed to the Participant and is otherwise subject to the same rights and restrictions as the underlying Restricted Stock
Unit.


 


Section 2.5. Vesting of Awards.
The Committee shall specify the vesting schedule or market or performance conditions of each Award at the time of grant. Notwithstanding
anything to the contrary herein, at least ninety-five percent (95%) of the Awards available under the Plan shall vest no earlier than
one (1) year after the date of grant, unless accelerated due to death, Disability, or an Involuntary Termination at or following a Change
in Control.


 


Section 2.6. Deferred Compensation.
Subject to approval by the Committee before an election is made, an Award of Restricted Stock Units may be deferred pursuant to a valid
deferral election made by a Participant. If a deferral election is made by a Participant, the Award Agreement shall specify the terms
of the deferral and shall constitute the deferral plan pursuant to the requirements of Code Section 409A. If any Award would be considered
“deferred compensation” as defined under Code Section 409A (“Deferred Compensation”), the Committee
reserves the absolute right (including the right to delegate such right) to unilaterally amend the Plan or the Award Agreement, without
the consent of the Participant, to maintain exemption from, or to comply with, Code Section 409A. Any amendment by the Committee
to the Plan or an Award Agreement pursuant to this Section 2.6 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 under the Plan constitutes
acknowledgement and consent to the rights of the Committee, without further consideration or action. Any discretionary authority retained
by the Committee pursuant to the terms of this Plan or pursuant to an Award Agreement shall not apply to an Award that is determined to
constitute Deferred Compensation, if the discretionary authority would contravene Code Section 409A.


 


Section 2.7. Effect of Termination
of Service on Awards. The Committee shall establish the effect of a Termination of Service on the continuation of rights and benefits
available with respect to an Award and, in so doing, may make distinctions based upon, among other things, the reason(s) for the Termination
of Service and type of Award. Unless otherwise specified by the Committee and set forth in an Award Agreement or as set forth in an employment
or severance agreement between the Company and/or a Subsidiary and the Participant, the following provisions will apply to each Award
granted under this Plan:


 


(a)       Upon
a Participant’s Termination of Service for any reason other than due to Disability, death, Retirement or for Cause, Stock Options
shall be exercisable only as to the portion of the Award that was immediately exercisable by the Participant at the date of termination,
and the Stock Options may be exercised only for a period of three (3) months following termination and any Restricted Stock Award
or Restricted Stock Unit that has not vested as of the date of Termination of Service shall expire and be forfeited.


 


(b)       In
the event of a Termination of Service for Cause, all Stock Options granted to a Participant that have not been exercised (whether or not
vested) and all Restricted Stock Awards and Restricted Stock Units granted to a Participant that have not vested shall expire and be forfeited.


 






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(c)       Upon
Termination of Service for reason of Disability or death, any Service-based Stock Options shall be fully exercisable, whether or not
then exercisable, and all Service-based Restricted Stock Awards and Restricted Stock Units shall vest as to all shares subject to an
outstanding Award, whether or not otherwise immediately vested, at the date of Termination of Service. Upon Termination of Service
for reason of Disability or death, any Awards that vest based on the achievement of performance targets shall vest, pro-rata, by
multiplying (i) the number of Awards that would be obtained based on achievement at target (or if actual achievement of the
performance measures is greater than the target level, at the actual achievement level) as of the date of Disability or death, by
(ii) a fraction, the numerator of which is the number of whole months the Participant was in Service during the performance
period and the denominator of which is the number of months in the performance period. Stock Options may be exercised for a period
of one (1) year following a Termination of Service due to death or Disability; provided, however, that no Stock Option shall
be eligible for treatment as an ISO if the Stock Option is exercised more than one year following Termination of Service due to
Disability and provided, further, in order to obtain ISO treatment for Stock Options exercised by heirs or devisees of an
optionee, the optionee’s death must have occurred while employed or within three (3) months following Termination of
Service.


 


(d)       In
the event of Termination of Service due to Retirement, a Participant’s vested Stock Options will be exercisable for one (1) year
following Termination of Service. No Stock Option shall be eligible for treatment as an ISO if the Stock Option is exercised more than
three (3) months following Termination of Service due to Retirement. Any Stock Option, Restricted Stock Award or Restricted Stock Unit
that has not vested as of the date of Termination of Service shall expire and be forfeited.


 


(e)       Notwithstanding
anything herein to the contrary, no Stock Option shall be exercisable beyond the last day of the original term of the Stock Option.


 


(f)       Notwithstanding
the provisions of this Section 2.7, the effect of a Change in Control on the vesting/exercisability of Stock Options, Restricted
Stock Awards and Restricted Stock Units is set forth in Article 4.


 


Section 2.8. Holding Period for Vested
Awards. As a condition of receipt of an Award, the Award Agreement may require a Participant to agree to hold a vested Award or
shares of Stock received upon exercise of a Stock Option for a period of time specified in the Award Agreement (“Holding Period”).
In connection with the foregoing, a Participant may be required to retain direct ownership of Covered Shares until the earlier of (i)
the expiration of the Holding Period following the date of vesting or (ii) such person’s termination of employment with the Company
and any Subsidiary. The foregoing limitation, if applicable, shall not apply to the extent that an Award vests due to death, Disability
or an Involuntary Termination at or following a Change in Control, or to the extent that (x) a Participant directs the Company to
withhold or the Company elects to withhold shares of Stock with respect to the vesting or exercise, or, in lieu thereof, to retain, or
to sell without notice, a sufficient number of shares of Stock to cover the amount required to be withheld or (y) a Participant exercises
a Stock Option by a net settlement, and in the case of (x) and (y) herein, only to the extent of the shares are withheld for
tax purposes or for purposes of the net settlement.


 


ARTICLE 3 — SHARES SUBJECT TO
PLAN


 


Section 3.1. Available Shares.
The shares of Stock with respect to which Awards may be made under the Plan shall be shares currently authorized but unissued, currently
held or, to the extent permitted by applicable law, subsequently acquired by the Company, including shares purchased in the open market
or in private transactions.


 


Section 3.2. Share Limitations.


 


(a)       Share
Reserve. Subject to the following provisions of this Section 3.2, the aggregate number of shares of Stock that may be delivered to
Participants and their beneficiaries under the Plan shall equal 1.5 million (the “Maximum Share Limit”). Solely for purposes
of applying award grants against the Maximum Share Limit, (i) each Option will be counted against the Maximum Share Limit as one (1) share
of Stock, and (ii) each grant of Restricted Stock and Restricted Stock Unit (or any other fill value Award, including any Performance
Award in the form of Restricted Stock or Restricted Stock Units) will be counted against the Maximum Share Limit as one (1), provided,
however, that if a share of Restricted Stock or a Restricted Stock Unit is forfeited from the pool under conditions that would allow
it to be regranted, the number of shares of Stock that could thereafter be granted under the Plan will also be increased by one (1), rounded
down to the nearest whole share of Stock.


 






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(b)       Computation
of Shares Available. For purposes of this Section 3.2 and in connection with the granting of a Stock Option, Restricted Stock
or Restricted Stock Unit, the number of shares of Stock available for the grant shall be reduced by the number of shares previously granted,
subject to the following provisions of this Section 3.3(b). To the extent any shares of Stock covered by an Award (including Restricted
Stock Awards and Restricted Stock Units) under the Plan are not delivered to a Participant or beneficiary for any reason, including because
the Award is forfeited or canceled or because a Stock Option is not exercised, then the shares shall not be deemed to have been delivered
for purposes of determining the maximum number of shares of Stock available for delivery under the Plan. To the extent that: (i) a
Stock Option is exercised by using an actual or constructive exchange of shares of Stock to pay the Exercise Price; (ii) shares of
Stock are withheld to satisfy tax withholding upon exercise or vesting of an Award granted hereunder; or (iii) shares are withheld
to satisfy the Exercise Price of Stock Options in a net settlement of Stock Options, then the number of shares of Stock available shall
be reduced by the gross number of Stock Options exercised or Stock returned to satisfy tax withholding, rather than by the net number
of shares of Stock issued.


 


Section 3.3. Corporate Transactions.


 


(a)       General.
In the event any recapitalization, reclassification, forward or reverse stock split, reorganization, merger, consolidation, spin-off,
combination, or exchange of shares of Stock or other securities, stock dividend or other special and nonrecurring dividend or distribution
(whether in the form of cash, securities or other property), liquidation, dissolution, or increase or decrease in the number of shares
of Stock without consideration, or similar corporate transaction or event, affects the shares of Stock such that an adjustment is appropriate
in order to prevent dilution or enlargement of the rights of Participants under the Plan and/or under any Award granted under the Plan,
then the Committee shall, in an equitable manner, adjust any or all of: (i) the number and kind of securities deemed to be available
thereafter for grants of Stock Options, Restricted Stock Awards and Restricted Stock Units in the aggregate to all Participants and individually
to any one Participant; (ii) the number and kind of securities that may be delivered or deliverable in respect of outstanding Stock
Options, Restricted Stock Awards and Restricted Stock Units; and (iii) the Exercise Price of Stock Options. In addition, the Committee
is authorized to adjust the terms and conditions of, and the criteria included in, Stock Options, Restricted Stock Awards and Restricted
Stock Units (including, without limitation, cancellation of any such Awards in exchange for the in-the-money value, if any, of the vested
portion thereof, or substitution or exchange of any such Awards for similar awards denominated in stock of a successor or other entity)
in recognition of unusual or nonrecurring events (including, without limitation, acquisitions and dispositions of businesses or assets)
affecting the Company or any parent or Subsidiary or the financial statements of the Company or any parent or Subsidiary, or in response
to changes in applicable laws, regulations, or accounting principles.


 


(b)       Merger
in Which Company is Not Surviving Entity. In the event of any merger, consolidation, or other business reorganization
(including, but not limited to, a Change in Control) in which the Company is not the surviving entity, any Stock Options granted
under the Plan which remain outstanding shall be converted into Stock Options to purchase voting common equity securities of the
business entity which survives the merger, consolidation or other business reorganization having substantially the same terms and
conditions as the outstanding Stock Options under this Plan and reflecting the same economic benefit (as measured by the difference
between the aggregate Exercise Price and the value exchanged for outstanding shares of Stock in the merger, consolidation or other
business reorganization), all as determined by the Committee before the consummation of the merger, consolidation or other business
reorganization. Similarly, any Restricted Stock or Restricted Stock Units which remain outstanding shall be assumed by and become
Restricted Stock and/or Restricted Stock Units of the business entity which survives the merger, consolidation or other business
reorganization. If the acquiring entity fails or refuses to assume the Company’s outstanding Awards, any Service-based Awards
shall vest immediately at or immediately before the effective time of the merger, consolidation or other business reorganization.
Any Awards subject to performance-based vesting conditions shall vest in the same manner as required under Section 4.1(c)
hereof at the time of the merger, consolidation or other business reorganization, as if the holder thereof incurred an Involuntary
Termination of Service on that date. Unless another treatment is specified in the documents governing the merger, consolidation or
other business organization, in the case of vested Restricted Stock or Restricted Stock Units, holders thereof shall receive on the
effective date of the transaction, the same value as received by a holder of a share of Stock, multiplied by the number of
Restricted Stock or Restricted Stock Units held, and in the case of a holder of Stock Options, the holder shall receive the
difference, in cash, between the aggregate Exercise Price of the holder’s outstanding Stock Options and the value exchanged
for outstanding shares of Stock in the merger, consolidation or other business reorganization.


 






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Section 3.4. Delivery of Shares.
Delivery of shares of Stock or other amounts under the Plan shall be subject to the following:


 


(a)       Compliance
with Applicable Laws. Notwithstanding any other provision of the Plan, the Company shall have no obligation to deliver any shares
of Stock or make any other distribution of benefits under the Plan unless the delivery or distribution complies with all applicable laws
(including, the requirements of the Securities Act), and the applicable requirements of any Exchange or similar entity.


 


(b)       Certificates.
To the extent that the Plan provides for the issuance of shares of Stock, the issuance may be effected on a non-certificated basis,
to the extent not prohibited by applicable law or the applicable rules of any Exchange.


 


ARTICLE 4 — CHANGE IN CONTROL


 


Section 4.1. Consequence of a Change
in Control. Subject to the provisions of Section 2.5 (relating to vesting and acceleration) and Section 3.3 (relating
to the adjustment of shares), and except as otherwise provided in the Plan or determined by the Committee and set forth in an Award Agreement:


 


(a)       At
the time of an Involuntary Termination at or following a Change in Control, all service-based Stock Options then held by the Participant
shall become fully earned and exercisable (subject to the expiration provisions otherwise applicable to the Stock Option). All Stock Options
may be exercised for a period of one (1) year following the Participant’s Involuntary Termination, provided, however, that
no Stock Option shall be eligible for treatment as an ISO if the Stock Option is exercised more than three (3) months following a
termination of employment.


 


(b)       At
the time of an Involuntary Termination at or following a Change in Control, all Service-based Awards of Restricted Stock and Restricted
Stock Units shall become fully vested immediately.


 


(c)       In
the event of an Involuntary Termination at or following a Change in Control, unless otherwise specified in the Award Agreement, any Performance
Award will vest based on the greater of the target level of performance or actual annualized performance measured as of the most recent
completed fiscal quarter.


 


(d)       To
the extent not specified herein or in the Award Agreement, the Committee shall have the discretion to determine the treatment of outstanding
unvested Awards, provided, however, that any such Awards will be deemed earned and shall vest if not assumed by a successor entity.


 


Section 4.2. Definition of Change in
Control. For purposes of this Plan, the term “Change in Control” shall mean the consummation by the Company,
in a single transaction or series of related transactions, of any of the following:


 


(a)       Merger.
The merger, consolidation or other business combination or similar reorganization of the Company, whether in one or a series of related
steps (the “Combination”), if, immediately following the effectiveness of the Combination, either (A) less than two-thirds of
the board directors or other governing body (the “Surviving Board”) of the entity paying the transaction consideration
in such Combination, whether cash and/or securities, is composed of individuals who, immediately prior to effectiveness of the Combination,
were serving on the board of directors or other governing body of the Company, or (B) less than sixty percent (60%) of the combined
voting power of the securities having the right to vote in an election of the Surviving Board is beneficially owned (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, by persons who, immediately prior to effectiveness of such Combination, were shareholders of
the Company;


 






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(b)       Acquisition
of Significant Share Ownership. A person or persons acting in concert, other than the Company, has or have become the “beneficial
owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, more than fifty percent (50%) of the
combined voting power of the securities having the right to vote in an election of the board of directors of the Company (“Voting
Securities”); provided, however, that this clause (b) shall not apply to beneficial ownership of the Company’s
Voting Securities held by an entity of which the Company directly or indirectly beneficially owns fifty percent (50%) or more of its outstanding
Voting Securities;


 


(c)       Change
in Board Composition. During any period of two consecutive years, individuals who constitute the Board of Directors at the beginning
of such two-year period cease for any reason to constitute at least a majority of the board of Directors of the Company, as
applicable; provided, however, that for purposes of this sentence, an individual shall be deemed to have been a Director at the
beginning of such period if such individual was elected, or nominated for election, by the board of Directors of the Company, as applicable,
by a vote of at least two-thirds of the Directors who were Directors at the beginning of the two-year period or were
so elected or nominated by such Directors; or


 


(d)       Sale
of Assets. The sale of all or substantially all of the assets of the Company to any person, group or entity.


 


In addition, if an Award constitutes Deferred
Compensation, and the settlement of, or distribution of benefits under, the Award is to be triggered solely by a Change in Control, then
with respect to the Award, a Change in Control shall be defined as required under Code Section 409A, as in effect at the time of
the transaction.


 


ARTICLE 5 — COMMITTEE


 


Section 5.1. Administration.
The Plan shall be administered by the Committee, which shall be composed of at least two Disinterested Board Members. Any members of the
Committee who do not qualify as Disinterested Board Members shall abstain from participating in any discussion or decision to make or
administer Awards that are made to Participants who at the time of consideration for such Award are persons subject to the short-swing
profit rules of Section 16 of the Exchange Act. The Board of Directors (or if necessary to maintain compliance with the applicable
listing standards, those members of the Board of Directors who are “independent directors” under the corporate governance
statutes or rules of any national Exchange on which the Company lists, has listed or seeks to list its securities) may, in their discretion,
take any action and exercise any power, privilege or discretion conferred on the Committee under the Plan with the same force and effect
under the Plan as if done or exercised by the Committee.


 


Section 5.2. Powers of Committee.
The administration of the Plan by the Committee shall be subject to the following:


 


(a)       The
Committee shall have the authority and discretion to select those persons who receive Awards, to determine the time or times of receipt,
to determine the types of Awards and the number of shares of Stock covered by the Awards, to establish the terms, conditions, features
(including automatic exercise in accordance with Section 7.18), performance criteria, restrictions (including without limitation,
provisions relating to non-competition, non-solicitation and confidentiality), and other provisions of the Awards (subject to the restrictions
imposed by Article 6), to cancel or suspend Awards and to reduce, eliminate or accelerate any restrictions or vesting requirements
applicable to an Award at any time after the grant of the Award; provided, however, that the Committee shall not exercise its discretion
to accelerate an Award within the first year following the date of grant if the exercise of such discretion would result in more than
five percent (5%) of the aggregate awards under the Plan vesting in less than one year from the date of grant as provided for in Section
2.5, or to extend the time period to exercise a Stock Option, unless the extension is consistent with Code Section 409A.


 


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


 


(c)       The
Committee shall have the authority to define terms not otherwise defined herein.


 






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


 


(e)       The
Committee shall have the authority to: (i) suspend a Participant’s right to exercise a Stock Option during a blackout period
(or similar restricted period) (a “Blackout Period”) or to exercise in a particular manner (i.e., such as a “cashless
exercise” or “broker-assisted exercise”) to the extent that the Committee deems it necessary or in the best interests
of the Company in order to comply with the securities laws and regulations issued by the SEC; and (ii) to extend the period to exercise
a Stock Option by a period of time equal to the Blackout Period, provided that the extension does not violate Section 409A of the
Code, the Incentive Stock Option requirements or applicable laws and regulations.


 


Section 5.3. Delegation by Committee.
Except to the extent prohibited by applicable law, the applicable rules of an Exchange upon which the Company lists its shares or the
Plan, or as necessary to comply with the exemptive provisions of Rule 16b-3 promulgated 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 of Directors who are not “non-employee directors,” within the meaning of Rule 16b-3, the authority to grant
Awards under the Plan to eligible persons who are not then subject to Section 16 of the Exchange Act; or (b) delegating to a
committee of one or more members of the Board of Directors who would be eligible to serve on the Compensation Committee of the Company
pursuant to the listing requirements imposed by any national securities exchange on which the Company lists, has listed or seeks to list
its securities, the authority to grant awards under the Plan. The acts of the delegates shall be treated hereunder as acts of the Committee
and the delegates shall report regularly to the Committee regarding the exercise of delegated duties and responsibilities and any Awards
so granted. Any such allocation or delegation may be revoked by the Committee at any time.


 


Section 5.4. Information to be Furnished
to Committee. As may be permitted by applicable law, the Company and its Subsidiaries will furnish the Committee with data and
information it determines may be required for it to discharge its duties. The records of the Company and its Subsidiaries as to a Participant’s
employment, termination of employment, leave of absence, reemployment and compensation will 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
Plan must furnish the Committee any evidence, data or information as the Committee considers desirable to carry out the terms of the Plan.


 


Section 5.5. Committee Action.
The Committee shall hold meetings, and may make administrative rules and regulations, as it may deem proper. A majority of the members
of the Committee shall constitute a quorum, and the action of a majority of the members of the Committee present at a meeting at which
a quorum is present, as well as actions taken pursuant to the unanimous written consent of all of the members of the Committee without
holding a meeting, shall be deemed to be actions of the Committee. Subject to Section 5.1, all actions of the Committee, including
interpretations of provisions of the Plan, will be final and conclusive and shall be binding upon the Company, Participants and all other
interested parties. Any person dealing with the Committee shall be fully protected in relying upon any written notice, instruction, direction
or other communication signed by a member of the Committee or by a representative of the Committee authorized to sign the same in its
behalf.


 


ARTICLE 6 — AMENDMENT AND TERMINATION


 


Section 6.1. General. The
Board of Directors may, as permitted by law, at any time, amend or terminate the Plan, and the Board of Directors or the Committee
may amend any Award Agreement, provided, however, that no amendment or termination (except as provided in Sections 2.6,
3.3 and 6.2) may cause the Award to violate Code Section 409A, may cause the repricing of a Stock Option, or, in the absence of
written consent to the change by the affected Participant (or, if the Participant is not then living, the affected beneficiary),
adversely impair the rights of any Participant or beneficiary under any Award before the date the amendment is adopted by the Board
of Directors; provided, however, that, no amendment may (a) materially increase the benefits accruing to Participants
under the Plan, (b) materially increase the aggregate number of securities which may be issued under the Plan, other than
pursuant to Section 3.3, or (c) materially modify the requirements for participation in the Plan, unless the amendment is
approved by the Company’s shareholders.


 






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Section 6.2. Amendment to Conform to
Law and Accounting Changes. Notwithstanding any provision in this Plan or any 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:
(i) conforming the Plan or the Award Agreement to any present or future law relating to plans of this or similar nature (including,
but not limited to, Code Section 409A); or (ii) avoiding an accounting treatment resulting from an accounting pronouncement or interpretation
thereof issued by the SEC or by the Financial Accounting Standards Board (the “FASB”) after the adoption of the Plan
or the making of the Award affected thereby, which, in the sole discretion of the Committee, may materially and adversely affect the financial
condition or results of operations of the Company. By accepting an Award under this Plan, each Participant agrees and consents to any
amendment made pursuant to this Section 6.2 to any Award granted under the Plan without further consideration or action.


 


ARTICLE 7 — GENERAL TERMS


 


Section 7.1. No Implied Rights.


 


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


 


(b)       No
Contractual Right to Employment or Future Awards. The 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 any Subsidiary or any right or claim
to any benefit under the Plan, unless the right or claim has specifically accrued under the terms of the Plan. No individual shall have
the right to be selected to receive an Award under the Plan, or, having been so selected, to receive a future Award under the Plan.


 


(c)       No
Rights as a Shareholder. Except as otherwise provided in the Plan or in an Award Agreement, no Award shall confer upon the holder
thereof any rights as a shareholder of the Company before the date on which the individual fulfills all conditions for receipt of such
rights.


 


Section 7.2. Transferability.
Except as otherwise so provided by the Committee, Stock Options under the Plan are not transferable except: (i) as designated by
the Participant by will or by the laws of descent and distribution; (ii) to a trust established by the Participant, if under Code
Section 671 and applicable state law, the Participant is considered the sole beneficial owner of the Stock Option while held in trust;
or (iii) between spouses incident to a divorce or pursuant to a domestic relations order, provided, however, in the case of
a transfer within the meaning of Section 7.2(iii), the Stock Option shall not qualify as an ISO as of the day of the transfer. The
Committee shall have the discretion to permit the transfer of vested Stock Options (other than ISOs) under the Plan; provided, however,
that such transfers shall be limited to Immediate Family Members of Participants, trusts and partnerships established for the primary
benefit of Immediate Family Members or to charitable organizations, and; provided, further, that the transfers are not made for
consideration to the Participant.


 


Awards of Restricted Stock shall not be transferable,
except in the event of death, before the time that the Awards vest in the Participant. A Restricted Stock Unit Award is not transferable,
except in the event of death, before the time that the Restricted Stock Unit Award vests in the Participant and the property in which
the Restricted Stock Unit is denominated is distributed to the Participant or the Participant’s Beneficiary.


 






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A Beneficiary, transferee, or other person claiming
any rights under the Plan from or through any Participant shall be subject to all terms and conditions of the Plan and any Award Agreement
applicable to such Participant, except as otherwise determined by the Committee, and to any additional terms and conditions deemed necessary
or appropriate by the Committee.


 


Section 7.3. Designation of Beneficiaries.
A Participant may file with the Company a written designation of a beneficiary or beneficiaries under this Plan and may from time to time
revoke or amend any such designation. Any designation of beneficiary under this Plan shall be controlling over any other disposition,
testamentary or otherwise (unless the disposition is pursuant to a domestic relations order); provided, however, that if the Committee
is in doubt as to the entitlement of any beneficiary to any Award, the Committee may determine to recognize only the legal representative
of the Participant, in which case the Company, the Committee and the members thereof shall not be under any further liability to anyone.


 


Section 7.4. Non-Exclusivity.
Neither the adoption of this Plan by the Board of Directors nor the submission of the Plan to the shareholders of the Company for approval
(and any subsequent approval by the shareholders of the Company) shall be construed as creating any limitations on the power of the Board
of Directors or the Committee to adopt other incentive arrangements as may deemed desirable, including, without limitation, the granting
of Restricted Stock Awards, Restricted Stock Units and/or Stock Options and such arrangements may be either generally applicable or applicable
only in specific cases.


 


Section 7.5. Eligibility for Form and
Time of Elections/Notification Under Code Section 83(b). Unless otherwise specified herein, each election required or permitted
to be made by any Participant or other person entitled to benefits under the 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 Plan, as the Committee shall require. Notwithstanding anything herein to the contrary, the Committee may, on the date of
grant or at a later date, as applicable, prohibit an individual from making an election under Code Section 83(b). If the Committee
has not prohibited an individual from making this election, an individual who makes this election shall notify the Committee of the election
within ten (10) days of filing notice of the election with the Internal Revenue Service or as otherwise required by the Committee.
This requirement is in addition to any filing and notification required under the regulations issued under the authority of Code Section 83(b).


 


Section 7.6. Evidence. Evidence
required of anyone under the Plan may be by certificate, affidavit, document or other written information upon which the person is acting
considers pertinent and reliable, and signed, made or presented by the proper party or parties.


 


Section 7.7. Tax Withholding.


 


(a)       Payment
by Participant.    Each Participant shall, no later than the date as of which the value of an Award or of any
Stock or other amounts received thereunder first becomes includable in the gross income of the Participant for Federal income tax purposes,
pay to the Company, or make arrangements satisfactory to the Committee regarding payment of, any Federal, state, or local taxes of any
kind required by law to be withheld by the Company with respect to such income. The Company and its Subsidiaries shall, to the extent
permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Participant. The Company's
obligation to deliver evidence of book entry (or stock certificates) to any Participant is subject to and conditioned on tax withholding
obligations being satisfied by the Participant.


 


(b)       Payment
in Stock.    The Committee may require the Company's tax withholding obligation to be satisfied, in whole or in
part, by the Company withholding from shares of Stock to be issued pursuant to any Award a number of shares with an aggregate Fair Market
Value (as of the date the withholding is effected) that would satisfy the withholding amount due; provided, however, that the amount
withheld does not exceed the maximum statutory tax rate or such lesser amount as is necessary to avoid liability accounting treatment.
For purposes of share withholding, the Fair Market Value of withheld shares shall be determined in the same manner as the value of Stock
includible in income of the Participants.


 






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Section 7.8. Action by Company or Subsidiary.
Any action required or permitted to be taken by the Company or any Subsidiary shall be by resolution or unanimous written consent of its
board of directors, or by action of one or more members of the board of directors (including a committee of the board of directors) who
are duly authorized to act for the board of directors, or (except to the extent prohibited by applicable law or applicable rules of the
Exchange on which the Company lists its securities) by a duly authorized officer of the Company or Subsidiary.


 


Section 7.9. Successors. All
obligations of the Company under the Plan shall be binding upon and inure to the benefit of any successor to the Company, whether the
existence of the 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.


 


Section 7.10. Indemnification.
To the fullest extent permitted by law and the Company’s governing documents, each person who is or shall have been a member of
the Committee, or of the Board of Directors, or an officer of the Company to whom authority was delegated in accordance with Section 5.3,
shall be indemnified and held harmless by the Company against and from any loss (including amounts paid in settlement), cost, liability
or expense (including reasonable attorneys’ fees) that may be imposed upon or reasonably incurred by him or her in connection with
or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason
of any action taken or failure to act under the Plan and against and from any and all amounts paid by him or her in settlement thereof,
with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such action, suit, or proceeding against
him or her, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she
undertakes to handle and defend it on his or her own behalf, unless such loss, cost, liability, or expense is a result of his or her own
willful misconduct or except as expressly provided by statute or regulation. The foregoing right of indemnification shall not be exclusive
of any other rights of indemnification to which such persons may be entitled under the Company’s charter or bylaws, as a matter
of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless. The foregoing right to indemnification
shall include the right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its final disposition,
provided, however, that, if required by applicable law, an advancement of expenses shall be made only upon delivery to the Company
of an undertaking, by or on behalf of such persons to repay all amounts so advanced if it shall ultimately be determined by final judicial
decision from which there is no further right to appeal that such person is not entitled to be indemnified for such expenses.


 


Section 7.11. No Fractional Shares.
Unless otherwise permitted by the Committee, no fractional shares of Stock shall be issued or delivered pursuant to the Plan or any Award
Agreement. The Committee shall determine whether cash or other property shall be issued or paid in lieu of fractional shares or whether
the fractional shares or any rights thereto shall be forfeited or otherwise eliminated by rounding down.


 


Section 7.12. Governing Law.
The Plan, all Awards granted hereunder, and all actions taken in connection herewith shall be governed by and construed in accordance
with the laws of the State of West Virginia without reference to principles of conflict of laws, except as superseded by applicable federal
law. The federal and state courts located in the State of West Virginia shall have exclusive jurisdiction over any claim, action, complaint
or lawsuit brought under the terms of the Plan. By accepting any Award, each Participant and any other person claiming any rights under
the Plan agrees to submit himself or herself and any legal action that brought with respect to the Plan, to the sole jurisdiction of such
courts for the adjudication and resolution of any such disputes.


 


Section 7.13. Benefits Under Other
Plans. Except as otherwise provided by the Committee or as set forth in a Qualified Retirement Plan, non-qualified plan or other
benefit plan, Awards to a Participant (including the grant and the receipt of benefits) under the Plan shall be disregarded for purposes
of determining the Participant’s benefits under, or contributions to, any Qualified Retirement Plan, non-qualified plan and any
other benefit plans maintained by the Participant’s employer. The term “Qualified Retirement Plan” means any
plan of the Company or a Subsidiary that is intended to be qualified under Code Section 401(a).


 


Section 7.14. Validity. If
any provision of this Plan is determined to be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining
parts of the Plan, but this Plan shall be construed and enforced as if the illegal or invalid provision has never been included herein.


 






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Section 7.15. Notice. Unless
otherwise provided in an Award Agreement, all written notices and all other written communications to the Company provided for in the
Plan or in 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, email or prepaid overnight
courier to the Company at its principal executive office. 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; (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 or email,
the date upon which the transmitting party received confirmation of receipt; 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.


 


If 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. Communications that are to be delivered by U.S. mail or by overnight service to the Company shall be directed to the attention
of the Company’s Corporate Secretary, unless otherwise provided in the Award Agreement.


 


Section 7.16. Forfeiture Events.
The Committee may specify in an Award Agreement that the Participant’s rights, payments, and benefits with respect to an Award shall
be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition to any otherwise
applicable vesting or performance conditions of an Award. These events include, but are not limited to, termination of employment for
Cause, termination of the Participant’s provision of Services to the Company or any Subsidiary, violation of material Company or
Subsidiary policies, breach of noncompetition, confidentiality, or other restrictive covenants that may apply to the Participant, or other
conduct of the Participant that is detrimental to the business or reputation of the Company or any Subsidiary.


 


Section 7.17. Awards Subject to Company Policies and Restrictions.  


 


(a)        Clawback
Policies. Awards granted hereunder are subject to any Clawback Policy maintained by the Company, whether pursuant to the provisions
of Section 954 of the Dodd-Frank Act, implementing regulations thereunder, or otherwise. If the Company is required to prepare an
accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement
under the federal securities laws, and the automatic forfeiture provisions under Section 304 of the Sarbanes-Oxley Act of 2002 apply
as a result, any Participant who was an executive officer of the Company at the time of grant or at the time of restatement shall be subject
to “clawback” as if the person were subject to Section 304 of the Sarbanes-Oxley Act of 2002.


 


(b)       Trading
Policy Restrictions. Option exercises and other Awards under the Plan shall be subject to the Company’s insider trading policies
and procedures, as in effect from time to time.


 


(c)       Hedging/Pledging
Policy Restrictions. Awards under the Plan shall be subject to the Company’s policies relating to hedging and pledging as such
may be in effect from time to time.


 


Section 7.18. Automatic Exercise.
In the sole discretion of the Committee exercised in accordance with Section 5.2(a), any Stock Options that are exercisable but unexercised
as of the day immediately before the tenth anniversary of the date of grant (or other expiration date) may be automatically exercised,
in accordance with procedures established for this purpose by the Committee, but only if the Exercise Price is less than the Fair Market
Value of a share of Stock on that date and the automatic exercise will result in the issuance of at least one (1) whole share of
Stock to the Participant after payment of the Exercise Price and any applicable tax withholding requirements. Payment of the Exercise
Price of a Stock Option and any applicable tax withholding requirements with respect to Stock Options shall be made by a net settlement
of the Stock Option whereby the number of shares of Stock to be issued upon exercise are reduced by a number of shares having a Fair Market
Value on the date of exercise equal to the Exercise Price and any applicable tax withholding.


 






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ARTICLE 8 — DEFINED TERMS


 


In addition to the other definitions
contained herein, unless otherwise specifically provided in an Award Agreement, the following definitions shall apply:


 


“10% Shareholder”
means an individual who, at the time of grant, owns stock possessing more than 10% of the total combined voting power of all classes of
stock of the Company.


 


“Award”
means any Stock Option, Restricted Stock Award or Restricted Stock Unit or any other right or interest relating to Stock or cash, granted
to a Participant under the Plan.


 


“Award Agreement”
means the document (in whatever medium prescribed by the Committee and whether or not a signature is required or provided by a Participant)
that evidences the terms and conditions of an Award. A copy of the Award Agreement will be provided (or made available electronically)
to each Participant.


 


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


 


“Cause”
shall, with respect to any Participant, have the same meaning as “cause” or “for cause” (or any similar term)
set forth in any employment, change in control, consulting, or other agreement for the performance of services or severance between the
Participant and the Company or a Subsidiary or, in the absence of any such agreement or any such definition in an agreement, the term
will mean (i) a material act of willful misconduct by the Participant in connection with the performance of his/her duties, including,
without limitation, misappropriation of funds or property of the Company or a Subsidiary; (ii) the conviction of the Participant
for, or plea of nolo contendere by the Participant to, any felony or a misdemeanor involving deceit, dishonesty, or fraud; (iii) the
commission by the Participant of any misconduct, whether or not related to the Company or any of its affiliates, that has caused, or would
reasonably be expected to cause, material detriment or damage to the Company’s or any of its affiliates’ reputation, business
operation or relation with its employees, customers, vendors, suppliers or regulators; (iv) continued, willful and deliberate non-performance by
the Participant of his/her duties (other than by reason of the Participant’s physical or mental illness, incapacity or disability)
that has continued for more than thirty (30) days following written notice providing the details of such non-performance from
the Board of Directors or the board of directors of a Subsidiary, the Chief Executive Officer of the Company or any Subsidiary, or his
designee, as the case may be; (v) willful failure to cooperate with a bona fide internal investigation or an investigation by regulatory
or law enforcement authorities, after being instructed by the Company or a Subsidiary to cooperate, or the deliberate destruction of or
deliberate failure to preserve documents or other materials that the Participant should reasonably know to be relevant to such investigation,
after being instructed by the Company or a Subsidiary to preserve such documents, or the willful inducement of others to fail to cooperate
or to fail to produce documents or other materials; or (vi) removal or prohibition of the Participant from participating in the conduct
of the Company’s or a Subsidiary’s affairs by order issued under applicable law and regulations by a federal or state agency
having authority over the Company or a Subsidiary. The good faith determination by the Committee of whether the Participant’s Service
was terminated by the Company or a Subsidiary for “Cause” shall be final and binding for all purposes hereunder.


 


“Change in Control”
has the meaning ascribed to it in Section 4.2.


 


“Code”
means the Internal Revenue Code of 1986, as amended, and any rules, regulations and guidance promulgated thereunder, as modified from
time to time.


 


“Covered Shares”
means any shares acquired by a Participant pursuant to an Award granted under this Plan, net of taxes and transaction costs. For these
purposes, “taxes and transaction costs” include, without limitation: (i) shares retained by the Company to satisfy tax withholding
requirements attributable to Awards, and (ii) any taxes payable by the Participant related to Awards that are in excess of the amounts
withheld in accordance with clause “(i).”


 






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“Director”
means a member of the Board of Directors or of a board of directors of a Subsidiary, including a director emeritus and advisory director.


 


“Disability.”
If the Participant is a party to a written employment agreement (or other similar written agreement) with the Company or a Subsidiary
that provides a definition of “Disability” or “Disabled,” then, for purposes of this Plan, the terms
“Disability” or “Disabled” will have meaning set forth in that agreement. In the absence of such a definition,
“Disability” will be defined in accordance with the Company’s long-term disability plan. In the absence of a long-term
disability plan or to the extent that an Award is subject to Code Section 409A, “Disability” or “Disabled”
shall mean that a Participant has been determined to be disabled by the Social Security Administration. Except to the extent prohibited
under Code Section 409A, if applicable, the Committee shall have discretion to determine if a Disability has occurred.


 


“Disinterested Board
Member” means a member of the Board of Directors who: (i) is not a current Employee of the Company or a Subsidiary; (ii) is
not a former employee of the Company or a Subsidiary who receives compensation for prior Services (other than benefits under a tax-qualified
retirement plan) during the taxable year; (iii) has not been an officer of the Company or a Subsidiary for the past three (3) years;
(iv) does not receive compensation from the Company or a Subsidiary, either directly or indirectly, for services as a consultant
or in any capacity other than as a Director except in an amount for which disclosure would not be required pursuant to Item 404 of
SEC Regulation S-K in accordance with the proxy solicitation rules of the SEC, as amended or any successor provision thereto; and
(v) does not possess an interest in any other transaction, and is not engaged in a business relationship for which disclosure would
be required pursuant to Item 404(a) of SEC Regulation S-K under the proxy solicitation rules of the SEC, as amended or any successor
provision thereto. The term Disinterested Board Member shall be interpreted in a manner as shall be necessary to conform to the requirements
of Rule 16b-3 promulgated under the Exchange Act and the corporate governance standards imposed on compensation committees under
the listing requirements imposed by any Exchange on which the Company lists or seeks to list its securities.


 


“Dividend Equivalent
Right” means the right, associated with a Restricted Stock Unit, to receive a payment, in cash or shares of Stock, as applicable,
equal to the amount of dividends paid on a share Stock, as specified in the Award Agreement.


 


“Employee”
means any person employed by the Company or a Subsidiary, including Directors who are employed by the Company or a Subsidiary.


 


“Exchange”
means any national securities exchange on which the Stock may from time to time be listed or traded.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended and the rules, regulations and guidance promulgated thereunder, as modified from
time to time.


 


“Exercise Price”
means the price established with respect to a Stock Option pursuant to Section 2.2.


 


“Fair Market Value”
on any date, means: (i) if the Stock is listed on an Exchange, national market system or automated quotation system, the closing
sales price on that Exchange or over such system on that date or, in the absence of reported sales on that date, the closing sales price
on the immediately preceding date on which sales were reported; or (ii) if the Stock is not listed on an Exchange, “Fair Market
Value” shall mean a price determined by the Committee in good faith on the basis of objective criteria consistent with the requirements
of Code Section 422 and applicable provisions of Code Section 409A.


 






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“Good Reason.”
A termination of employment by an Employee will be deemed a termination of employment for “Good Reason” as a result
of the Participant’s resignation from the employ of the Company or any Subsidiary upon the occurrence of any of the following events:


 


(i)         a
material diminution, not consented to by the Participant, in the Participant’s responsibilities, authorities or duties, from the
responsibilities, authorities or duties exercised by the Participant as of immediately prior to a Change in Control;


 


(ii)        a
material reduction in the Participant’s annual compensation or benefits, as in effect immediately prior to a Change in Control or
as the same may be increased from time to time thereafter, except for across-the-board reductions similarly affecting all or
substantially all of the executive officers of the Company or a Subsidiary;


 


(iii)       the
relocation of the Company’s office(s) at which the Participant is principally employed as of the date of a Change in Control (the
“Current Offices”) to any other location more than thirty-five (35) miles from the Current Offices, or the requirement
by the Company or any affiliate for whom the Participant primarily works for the Participant to be based at a location more than thirty-five
(35) miles from the Current Offices, except for required travel on business to an extent substantially consistent with the Participant’s
business travel obligations during the twelve (12)-month period immediately preceding the Change in Control.


 


Notwithstanding the foregoing,
in the event an Award is subject to Code Section 409A, then “Good Reason” shall be defined in accordance with Code Section
409A, including the requirement that a Participant gives 60 days’ notice to the Company or the Subsidiary for whom the Participant
is employed of the Good Reason condition and the Company or Subsidiary, as applicable, will have 30 days to cure the Good Reason condition.
Any distribution of an Award subject to Code Section 409A shall be subject to the distribution timing rules of Code Section 409A, including
any delay in the distribution of such Award, which rules shall be set forth in the Award Agreement.


 


“Immediate Family
Member” means with respect to any Participant: (i) any of the Participant’s children, stepchildren, grandchildren,
parents, stepparents, grandparents, spouses, former spouses, siblings, nieces, nephews, mothers-in-law, fathers-in-law, sons-in-law, daughters-in-law,
brothers-in-law or sisters-in-law, including relationships created by adoption; (ii) any natural person sharing the Participant’s
household (other than as a tenant or employee, directly or indirectly, of the Participant); (iii) a trust in which any combination
of the Participant and persons described in section (i) or (ii) above own more than fifty percent (50%) of the beneficial interests;
(iv) a foundation in which any combination of the Participant and persons described in sections (i) or (ii) above control
management of the assets; or (v) any other corporation, partnership, limited liability company or other entity in which any combination
of the Participant and persons described in sections (i) or (ii) above control more than fifty percent (50%) of the voting interests.


 


“Involuntary Termination”
means the Termination of Service of a Participant by the Company or Subsidiary (other than termination for Cause) or termination of employment
by an Employee for Good Reason.


 


“Incentive Stock
Option” or “ISO” has the meaning ascribed to it in Section 2.2.


 


“Non-Qualified Option”
means the right to purchase shares of Stock that is either: (i) designated as a Non-Qualified Option; (ii) granted to a Participant
who is not an Employee; or (iii) granted to an Employee but does not satisfy the requirements of Code Section 422.


 






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“Performance
Award” means an Award that vests in whole or in part upon the achievement of one or more specified performance measures,
as determined by the Committee. The conditions for grant or vesting and the other provisions of a Performance Award (including
without limitation any applicable performance measures) need not be the same with respect to each recipient. A Performance Award
shall vest, or as to Restricted Stock Units be settled, after the Committee has determined that the performance goals have been
satisfied. Performance measures may be based on the performance of the Company as a whole or on any one or more Subsidiaries or
business units of the Company or a Subsidiary and may be measured relative to a peer group, an index or a business plan and may be
considered as absolute measures or changes in measures. The terms of an Award may provide that partial achievement of performance
measures may result in partial payment or vesting of the award or that the achievement of the performance measures may be measured
over more than one period or fiscal year. In establishing any performance measures, the Committee may provide for the exclusion of
the effects of the certain items, including but not limited to the following: (i) extraordinary, unusual, and/or nonrecurring
items of gain or loss; (ii) gains or losses on the disposition of a business; (iii) dividends declared on the
Company’s stock; (iv) changes in tax or accounting principles, regulations or laws; or (v) expenses incurred in
connection with a merger, branch acquisition or similar transaction. Subject to the preceding sentence, 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 its Subsidiaries conducts its business or other events or circumstances render current performance measures to be
unsuitable, the Committee may modify the performance measures, in whole or in part, as the Committee deems appropriate.
Notwithstanding anything to the contrary herein, performance measures relating to any Award hereunder will be modified, to the
extent applicable, to reflect a change in the outstanding shares of Stock of the Company by reason of any stock dividend or stock
split, or a corporate transaction, such as a merger of the Company into another corporation, any separation of a corporation or any
partial or complete liquidation by the Company or a Subsidiary. 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


 


“Restricted Stock”
or “Restricted Stock Award” has the meaning ascribed to it in Section 2.3(a).


 


“Restricted Stock
Unit” has the meaning ascribed to it in Section 2.4(a).


 


“Retirement”
or “Retired” means, unless otherwise specified in an Award Agreement, retirement from employment or service on or after
attainment of age 65. Notwithstanding anything herein to the contrary, if an Employee has not had a Termination of Service as defined
in this Plan, the Employee shall not be deemed to have Retired for purposes of forfeiture of non-vested Awards, vesting in Awards or reducing
the exercise period of Options issued hereunder.


 


“SEC” means
the United States Securities and Exchange Commission.


 


“Securities Act”
means the Securities Act of 1933, as amended and the rules, regulations and guidance promulgated thereunder and modified from time to
time.


 


“Service”
means the uninterrupted provision of services as an Employee or Director of, or a Service Provider to, the Company or a Subsidiary, as
the case may be, and includes service as a director emeritus or advisory director. Service will not be deemed interrupted in the case
of (i) any approved leave of absence for military service or sickness, or for any other purpose approved by the Company or a Subsidiary,
if the Employee’s right to re-employment is guaranteed either by a statute or by contract or under the policy pursuant to which
the leave of absence was granted or if the Committee otherwise so provides in writing, (ii) transfers among the Company, any Subsidiary,
or any successor entities, in any capacity of Employee, Director or Service Provider, or (iii) any change in status as long as the
individual remains in the service of the Company or a Subsidiary in any capacity of Employee, Director or Service Provider (except as
otherwise provided in the Award Agreement).


 


“Service Provider”
means any natural person (other than an Director, solely with respect to rendering services in such person’s capacity as a Director)
who is engaged by the Company or any Subsidiary to render consulting or advisory services to the Company or the Subsidiary and the services
are not in connection with the offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote
or maintain a market for the Company’s securities.


 


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


 


“Stock Option”
has the meaning ascribed to it in Section 2.2.


 






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“Subsidiary(ies)”
means any corporation, affiliate, or other entity which would be a subsidiary corporation with respect to the Company as defined in Code
Section 424(f) and, other than with respect to an ISO, also means any partnership or joint venture in which the Company and/or other
Subsidiary owns more than 50% of the capital or profits interests.


 


“Termination of Service”
means the first day occurring on or after a grant date on which the Participant ceases to be an Employee of, or Service Provider to, the
Company or any Subsidiary, regardless of the reason for such cessation, subject to the following:


 


(i)       The
Participant’s cessation of Service as an Employee shall not be deemed to occur by reason of the transfer of the Participant between
the Company and a Subsidiary or between two Subsidiaries. Unless the Committee determines otherwise, an Employee Participant shall not
be deemed to have a Termination of Service if such Participant remains in the Service of the Company or a Subsidiary as a Service Provider.


 


(ii)       The
Participant’s cessation as an Employee shall not be deemed to occur by reason of the Participant’s being on a bona fide leave
of absence from the Company or a Subsidiary approved by the Company or Subsidiary otherwise receiving the Participant’s Services,
provided the leave of absence does not exceed six (6) months, or if longer, so long as the Employee retains a right to reemployment with
the Company or Subsidiary under an applicable statute or by contract. For these purposes, a leave of absence constitutes a bona fide leave
of absence only if there is a reasonable expectation that the Employee will return to perform Services for the Company or Subsidiary.
If the period of leave exceeds six (6) months and the Employee does not retain a right to reemployment under an applicable statute or
by contract, the employment relationship is deemed to terminate on the first day immediately following the six-month period. For purposes
of this sub-section, to the extent applicable, an Employee’s leave of absence shall be interpreted by the Committee in a manner
consistent with Treasury Regulation Section 1.409A-1(h)(1).


 


(iii)       If,
as a result of a sale or other transaction, the Subsidiary for whom Participant is employed (or to whom the Participant is providing Services)
ceases to be a Subsidiary, and the Participant is not, following the transaction, an Employee of the Company or an entity that is then
a Subsidiary, then the occurrence of the transaction shall be treated as the Participant’s Termination of Service caused by the
Participant being discharged by the entity by which the Participant is employed or to which the Participant is providing Services.


 


(iv)       Except
to the extent Code Section 409A may be applicable to an Award, and subject to the foregoing paragraphs of this sub-section, the Committee
shall have discretion to determine if a Termination of Service has occurred and the date on which it occurred. If any Award under the
Plan constitutes Deferred Compensation (as defined in Section 2.6), the term Termination of Service shall be interpreted by the Committee
in a manner consistent with the definition of “Separation from Service” as defined under Code Section 409A and under
Treasury Regulation Section 1.409A-1(h)(ii). For purposes of this Plan, a “Separation from Service” shall have occurred
if the employer and Participant reasonably anticipate that no further Services will be performed by the Participant after the date of
the Termination of Service (whether as an employee or as an independent contractor) or the level of further Services performed will be
less than 50% of the average level of bona fide Services in the thirty-six (36) months immediately preceding the Termination of Service.
If a Participant is a “Specified Employee,” as defined in Code Section 409A and any payment to be made hereunder shall
be determined to be subject to Code Section 409A, then if required by Code Section 409A, the payment or a portion of the payment
(to the minimum extent possible) shall be delayed and shall be paid on the first day of the seventh month following Participant’s
Separation from Service.


 


(v)        With
respect to a Participant who is both an Employee and a Director (or immediately becomes a Director following termination of
employment), termination of employment as an Employee shall not constitute a Termination of Service for purposes of the Plan so long
as the Participant continues to provide Service as a Director or director emeritus or advisory director. With respect to a
Participant who is a Director (and not an Employee or Service Provider), Termination of Service occurs the first day occurring on
which the Participant ceases to be a Director (including a director emeritus or advisory director) of the Company or any Subsidiary,
regardless of the reason for such cessation; provided, however, that cessation as a Director will not be deemed to have
occurred if the Participant continues as a director emeritus or advisory director.


 








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