Exhibit 10.1


 





Viking
Systems, Inc.


Amended
And Restated 2008 Equity Incentive Plan


 


1.           General.


 


(a)       Successor
to Prior Plan.  The Plan is intended as the successor to the Company’s 2004 Stock Incentive Plan (the “Prior
Plan”) and is amended and restated from the Amended 2008 Equity Incentive Plan to add additional shares of common
stock.  Following the Effective Date, no additional stock awards shall be granted under the Prior Plan.  Any
shares subject to outstanding stock awards granted under the Prior Plan that expire or terminate for any reason prior to exercise
or settlement shall become available for issuance pursuant to Stock Awards granted hereunder.  All outstanding stock
awards granted under the Prior Plan shall remain subject to the terms of the Prior Plan with respect to which they were originally
granted.  All Stock Awards granted subsequent to the Effective Date shall be subject to the terms of the Plan.


 


(b)      Eligible
Award Recipients.  The persons eligible to receive Awards are Employees, Directors and Consultants.


 


(c)      Available
Awards.  The Plan provides for the grant of the following Awards: (i) Incentive Stock Options; (ii) Nonstatutory
Stock Options; (iii) Restricted Stock Awards; (iv) Restricted Stock Unit Awards; (v) Stock Appreciation Rights; (vi) Performance
Stock Awards; (vii) Performance Cash Awards; and (viii) Other Stock Awards.


 


(d)      General
Purpose.  The Company, by means of the Plan, seeks to secure and retain the services of the group of persons eligible
to receive Awards as set forth in Section 1(b), to provide incentives for such persons to exert maximum efforts for the success
of the Company and any Affiliate and to provide a means by which such eligible recipients may be given an opportunity to benefit
from increases in value of the Common Stock through the granting of Stock Awards.


 


2.           Administration.


 


(a)      Administration
by Board.  The Board shall administer the Plan unless and until the Board delegates administration of the Plan to
a Committee or Committees, as provided in Section 2(c).


 


(b)      Powers
of Board.  The Board shall have the power, subject to, and within the limitations of, the express provisions of the
Plan:


 


(i)           To
determine from time to time (A) which of the persons eligible under the Plan shall be granted Awards; (B) when and how each Award
shall be granted; (C) what type or combination of types of Award shall be granted; (D) the provisions of each Award granted (which
need not be identical), including the time or times when a person shall be permitted to receive cash or Common Stock pursuant to
a Stock Award; and (E) the number of shares of Common Stock with respect to which a Stock Award shall be granted to each such person.


  


(ii)          To
construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its administration.  The
Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award Agreement
or in the written terms of a Performance Cash Award, in a manner and to the extent it shall deem necessary or expedient to make
the Plan or Award fully effective.


 


(iii)         To
settle all controversies regarding the Plan and Awards granted under it.


 


(iv)         To
accelerate the time at which a Stock Award may first be exercised or the time during which an Award or any part thereof will vest
in accordance with the Plan, notwithstanding the provisions in the Award stating the time at which it may first be exercised or
the time during which it will vest.



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(v)      To
suspend or terminate the Plan at any time.  Suspension or termination of the Plan shall not impair rights and obligations
under any Stock Award granted while the Plan is in effect except with the written consent of the affected Participant.


 


(vi)      To
amend the Plan in any respect the Board deems necessary or advisable, including, without limitation, relating to Incentive Stock
Options and certain nonqualified deferred compensation under Section 409A of the Code and to bring the Plan and/or Stock Awards
granted under the Plan into compliance therewith, subject to the limitations, if any, of applicable law. Except as provided
above, rights under any Award granted before amendment of the Plan shall not be impaired by any amendment of the Plan unless (1)
the Company requests the consent of the affected Participant, and (2) such Participant consents in writing.


 


(vii)      To
submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended to satisfy
the requirements of (A) Section 162(m) of the Code and the regulations thereunder regarding the exclusion of performance-based
compensation from the limit on corporate deductibility of compensation paid to Covered Employees, (B) Section 422 of the Code regarding
Incentive Stock Options or (C) Rule 16b-3.


 


(viii)      To
approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards or stock awards granted
under the Plan, including, but not limited to, amendments to provide terms more favorable than previously provided in the Award
Agreement, subject to any specified limits in the Plan that are not subject to Board discretion; provided however,
that the Participant’s rights under any Award shall not be impaired by any such amendment unless (A) the Company requests
the consent of the affected Participant, and (B) such Participant consents in writing.  Notwithstanding the foregoing,
subject to the limitations of applicable law, if any, the Board may amend the terms of any one or more Awards without the affected
Participant’s consent if necessary to maintain the qualified status of the Award as an Incentive Stock Option or to bring
the Award into compliance with Section 409A of the Code and related Department of Treasury guidance.


 


(ix)      Generally,
to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best interests of the
Company and that are not in conflict with the provisions of the Plan or Awards.


 


(x)      To
adopt such procedures and sub-plans as are necessary or appropriate to permit or facilitate participation in the Plan by Employees,
Directors or Consultants who are foreign nationals or employed outside the United States.


 


(xi)      To
effect, at any time and from time to time, with the consent of any adversely affected Optionholder, (A) the reduction of the exercise
price of any outstanding Option under the Plan; (B) the cancellation of any outstanding Option under the Plan and the grant in
substitution therefor of (1) a new Option under the Plan or another equity plan of the Company covering the same or a different
number of shares of Common Stock, (2) a Restricted Stock Award (including a stock bonus), (3) a Stock Appreciation Right, (4) a
Restricted Stock Unit, (5) an Other Stock Award, (6) cash and/or (7) other valuable consideration (as determined by the Board,
in its sole discretion); or (C) any other action that is treated as a repricing under generally accepted accounting principles.


 


(c)      Delegation
to Committee.


 


(i)      General.  The
Board may delegate some or all of the administration of the Plan to a Committee or Committees.  If administration is
delegated to a Committee, the Committee shall have, in connection with the administration of the Plan, the powers theretofore possessed
by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee any
of the administrative powers the Committee is authorized to exercise (and references in the Plan to the Board shall thereafter
be to the Committee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan,
as may be adopted from time to time by the Board.  The Board may retain the authority to concurrently administer the
Plan with the Committee and may, at any time, revest in the Board some or all of the powers previously delegated.


 


(ii)      Section
162(m) and Rule 16b-3 Compliance.  In the sole discretion of the Board, the Committee may consist solely of two or
more Outside Directors, in accordance with Section 162(m) of the Code, or solely of two or more Non-Employee Directors, in accordance
with Rule 16b-3.  In addition, the Board or the Committee, in its sole discretion, may (A) delegate to a Committee who
need not be Outside Directors the authority to grant Awards to eligible persons who are either (1) not then Covered Employees and
are not expected to be Covered Employees at the time of recognition of income resulting from such Stock Award, or (2) not persons
with respect to whom the Company wishes to comply with Section 162(m) of the Code, or (B) delegate to a Committee who need not
be Non-Employee Directors the authority to grant Stock Awards to eligible persons who are not then subject to Section 16 of the
Exchange Act.



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(d)      Delegation
to an Officer.  The Board may delegate to one or more Officers the authority to do one or both of the following (i)
designate Employees who are not Officers to be recipients of Options (and, to the extent permitted by applicable law, other Stock
Awards) and the terms thereof, and (ii) determine the number of shares of Common Stock to be subject to such Stock Awards granted
to such Employees; provided, however, that the Board resolutions regarding such delegation shall specify
the total number of shares of Common Stock that may be subject to the Stock Awards granted by such Officer and that such Officer
may not grant a Stock Award to himself or herself.  Notwithstanding anything to the contrary in this Section 2(d), the
Board may not delegate to an Officer authority to determine the Fair Market Value pursuant to Section 13(v)(ii) below.


 


(e)      Effect
of Board’s Decision.  All determinations, interpretations and constructions made by the Board in good faith
shall not be subject to review by any person and shall be final, binding and conclusive on all persons.


 


3.      Shares
Subject to the Plan.


 


(a)      Subject
to the provisions of Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of Common Stock that may
be issued pursuant to Stock Awards shall consist of the sum of (i)  twelve million five hundred twenty thousand (12,520,000)
shares and (ii) the number of shares added to the reserve pursuant to Section 3(b) (the “Share Reserve”).  For
clarity, the limitation in this Section 3(a) is a limitation in the number of shares of the Company’s common stock that may
be issued pursuant to the Plan.  Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as
provided in Section 7(a).  Shares may be issued in connection with a merger or acquisition as permitted by NASDAQ Listing
Rule 5635(a) and such issuance shall not reduce the number of shares available for issuance under the Plan.


 


(b)      Additions
to the Share Reserve.  The Share Reserve also shall be increased from time to time by a number of shares equal to
the number of shares of Common Stock that (i) are issuable pursuant to options outstanding under the Prior Plan as of the Effective
Date and (ii) but for the termination of the Prior Plan as of the Effective Date, would otherwise have reverted to the share reserve
of the Prior Plan pursuant to the provisions thereof.


 


(c)      Reversion
of Shares to the Share Reserve.  If a Stock Award (i) expires or otherwise terminates without having been exercised
in full, (ii) is forfeited back to the Company because of the failure to meet a contingency or condition required to vest such
shares in the Participant or (iii) is settled in cash (i.e., the holder of the Stock Award receives cash rather than stock), the
shares not issued under such Stock Award shall remain available for issuance under the Plan, and such expiration, termination,
forfeiture or settlement shall not reduce (or otherwise offset) the number of shares of the Company’s common stock that may
be issued pursuant to the Plan.  Also, any shares reacquired by the Company pursuant to subsection 8(g) or as consideration
for the exercise of an Option shall again become available for issuance under the Plan.


 


(d)      Incentive
Stock Option Limit.  Notwithstanding anything to the contrary in this Section 3, subject to the provisions of Section
9(a) relating to Capitalization Adjustments the aggregate maximum number of shares of Common Stock that may be issued pursuant
to the exercise of Incentive Stock Options shall be twelve million five hundred twenty thousand (12,520,000) shares of Common Stock
plus the amount of any increase in the number of shares that may be available for issuance pursuant to Stock Awards pursuant to
Section 3(b).


 


(e)      Section
162(m) Limitation on Annual Grants.  Subject to the provisions of Section 9(a) relating to Capitalization Adjustments,
at such time as the Company may be subject to the applicable provisions of Section 162(m) of the Code, no Employee shall be eligible
to be granted during any calendar year Stock Awards whose value is determined by reference to an increase over an exercise or strike
price of at least one hundred percent (100%) of the Fair Market Value on the date the Stock Award is granted covering more than
six million (6,000,000) shares of Common Stock.



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(f)      Source
of Shares.  The stock issuable under the Plan shall be shares of authorized but unissued or reacquired shares of
Common Stock, including shares repurchased by the Company on the open market.


 


4.       Eligibility.


 


(a)      Eligibility
for Specific Stock Awards.  Incentive Stock Options may be granted only to employees of the Company or a parent corporation
or subsidiary corporation thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code).  Stock Awards
other than Incentive Stock Options may be granted to Employees, Directors and Consultants.


 


(b)      Ten
Percent Stockholders.  A Ten Percent Stockholder shall not be granted an Incentive Stock Option unless the exercise
price of such Option is at least one hundred ten percent (110%) of the Fair Market Value on the date of grant and the Option is
not exercisable after the expiration of five (5) years from the date of grant.


 


(c)      Consultants.  A
Consultant shall be eligible for the grant of a Stock Award only if, at the time of grant, a Form S-8 Registration Statement under
the Securities Act (“Form S-8”) is available to register either the offer or the sale of the Company’s
securities to such Consultant because of the nature of the services that the Consultant is providing to the Company, because the
Consultant is a natural person, or because of any other rule governing the use of Form S-8.


 


5.       Option
Provisions.


 


Each Option shall be
in such form and shall contain such terms and conditions as the Board shall deem appropriate.  All Options shall be separately
designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate
certificate or certificates shall be issued for shares of Common Stock purchased on exercise of each type of Option.  If
an Option is not specifically designated as an Incentive Stock Option, then the Option shall be a Nonstatutory Stock Option.  The
provisions of separate Options need not be identical; provided, however, that each Option Agreement shall
conform to (through incorporation of provisions hereof by reference in the Option Agreement or otherwise) the substance of each
of the following provisions:


  


(a)      Term.  Subject
to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option shall be exercisable after the expiration of ten
(10) years from the date of its grant or such shorter period specified in the Option Agreement.


 


(b)      Exercise
Price.  Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, the exercise price of each
Option shall be not less than one hundred percent (100%) of the Fair Market Value subject to the Option on the date the Option
is granted.  Notwithstanding the foregoing, an Option may be granted with an exercise price lower than one hundred percent
(100%) of the Fair Market Value subject to the Option if such Option is granted pursuant to an assumption or substitution for another
option in a manner consistent with the provisions of Section 424(a) of the Code (whether or not such options are Incentive Stock
Options).


 


(c)      Consideration.  The
purchase price of Common Stock acquired pursuant to the exercise of an Option shall be paid, to the extent permitted by applicable
law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below.  The
Board shall have the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict
the ability to use certain methods) and to grant Options that require the consent of the Company to utilize a particular method
of payment.  The methods of payment permitted by this Section 6(c) are:


 


(i)      by
cash, check, bank draft or money order payable to the Company;



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(ii)      pursuant
to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of the stock
subject to the Option, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions
to pay the aggregate exercise price to the Company from the sales proceeds;


 


(iii)       by
delivery to the Company (either by actual delivery or attestation) of shares of Common Stock;


 


(iv)      by
a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Common Stock issuable
upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; provided, however,
that the Company shall accept a cash or other payment from the Participant to the extent of any remaining balance of the aggregate
exercise price not satisfied by such reduction in the number of whole shares to be issued; provided, further,
that shares of Common Stock will no longer be subject to an Option and will not be exercisable thereafter to the extent that (A)
shares issuable upon exercise are reduced to pay the exercise price pursuant to the “net exercise,” (B) shares are
delivered to the Participant as a result of such exercise, and/or (C) shares are withheld to satisfy tax withholding obligations;  or


 


(v)      in
any other form of legal consideration that may be acceptable to the Board in its sole discretion and permissible under applicable
law.


 


(d)      Transferability
of Options.  The Board may, in its sole discretion, impose such limitations on the transferability of Options as
the Board shall determine.  In the absence of such a determination by the Board to the contrary, the following restrictions
on the transferability of Options shall apply:


 


(i)      Restrictions
on Transfer.  An Option shall not be transferable except by will or by the laws of descent and distribution and shall
be exercisable during the lifetime of the Optionholder only by the Optionholder; provided, however, that the Board may, in its
sole discretion, permit transfer of the Option in a manner that is not prohibited by applicable tax and/or securities laws upon
the Optionholder’s request.


 


(ii)      Domestic
Relations Orders.  Notwithstanding the foregoing, an Option may be transferred pursuant to a domestic relations order, provided, however,
that if an Option is an Incentive Stock Option, such Option may be deemed to be a Nonstatutory Stock Option as a result of such
transfer.


 


(iii)      Beneficiary
Designation.  Notwithstanding the foregoing, the Optionholder may, by delivering written notice to the Company, in
a form provided by or otherwise satisfactory to the Company, designate a third party who, in the event of the death of the Optionholder,
shall thereafter be entitled to exercise the Option.  In the absence of such a designation, the executor or administrator
of the Optionholder’s estate shall be entitled to exercise the Option.


 


(e)      Vesting
of Options Generally.  The total number of shares of Common Stock subject to an Option may vest and therefore become
exercisable in periodic installments that may or may not be equal.  The Option may be subject to such other terms and
conditions on the time or times when it may or may not be exercised (which may be based on the satisfaction of Performance Goals
or other criteria) as the Board may deem appropriate.  The vesting provisions of individual Options may vary.  The
provisions of this Section 5(e) are subject to any Option provisions governing the minimum number of shares of Common Stock as
to which an Option may be exercised.


 


(f)      Termination
of Continuous Service.  Except as otherwise provided in the applicable Option Agreement or any other written agreement
between the Optionholder and the Company, in the event that an Optionholder’s Continuous Service terminates (other than for
Cause or upon the Optionholder’s death or Disability), the Optionholder may exercise his or her Option (to the extent that
the Optionholder was entitled to exercise such Option as of the date of termination of Continuous Service) but only within such
period of time ending on the earlier of (i) the date three (3) months following the termination of the Optionholder’s Continuous
Service (or such longer or shorter period specified in the Option Agreement), or (ii) the expiration of the term of the Option
as set forth in the Option Agreement.  If, after termination of Continuous Service, the Optionholder does not exercise
his or her Option within the time specified herein or in the Option Agreement (as applicable), the Option shall terminate.



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(g)      Extension
of Termination Date.  An Optionholder’s Option Agreement may provide that if the exercise of the Option following
the termination of the Optionholder’s Continuous Service (other than for Cause or upon the Optionholder’s death or
Disability) would be prohibited at any time solely because the issuance of shares of Common Stock would violate the registration
requirements under the Securities Act, then the Option shall terminate on the earlier of (i) the expiration of a period of three
(3) months after the termination of the Optionholder’s Continuous Service during which the exercise of the Option would not
be in violation of such registration requirements, or (ii) the expiration of the term of the Option as set forth in the Option
Agreement.


 


(h)      Disability
of Optionholder.  In the event that an Optionholder’s Continuous Service terminates as a result of the Optionholder’s
Disability, the Optionholder may exercise his or her Option (to the extent that the Optionholder was entitled to exercise such
Option as of the date of termination of Continuous Service), but only within such period of time ending on the earlier of (i) the
date twelve (12) months following such termination of Continuous Service (or such longer or shorter period specified in the Option
Agreement), or (ii) the expiration of the term of the Option as set forth in the Option Agreement.  If, after termination
of Continuous Service, the Optionholder does not exercise his or her Option within the time specified herein or in the Option Agreement
(as applicable), the Option shall terminate.


 


(i)      Death
of Optionholder.  In the event that (i) an Optionholder’s Continuous Service terminates as a result of the
Optionholder’s death, or (ii) the Optionholder dies within the period (if any) specified in the Option Agreement after the
termination of the Optionholder’s Continuous Service for a reason other than death, then the Option may be exercised (to
the extent the Optionholder was entitled to exercise such Option as of the date of death) by the Optionholder’s estate, by
a person who acquired the right to exercise the Option by bequest or inheritance or, if applicable, by a person designated as the
beneficiary of the option upon the Optionholder’s death, but only within the period ending on the earlier of (A) the date
eighteen (18) months following the date of death (or such longer or shorter period specified in the Option Agreement), or (B) the
expiration of the term of such Option as set forth in the Option Agreement.  If, after the Optionholder’s death,
the Option is not exercised within the time specified herein or in the Option Agreement (as applicable), the Option shall terminate.  If
the Optionholder designates a third party beneficiary of the Option in accordance with Section 5(d)(iii), then upon the death of
the Optionholder such designated beneficiary shall have the sole right to exercise the Option and receive the Common Stock or other
consideration resulting from an Option exercise.


 


(j)      Termination
for Cause.  Except as explicitly provided otherwise in an Optionholder’s Option Agreement or any other written
agreement between the Optionholder and the Company, in the event that an Optionholder’s Continuous Service is terminated
for Cause, the Option shall terminate upon the termination date of such Optionholder’s Continuous Service, and the Optionholder
shall be prohibited from exercising his or her Option from and after the time of such termination of Continuous Service.


 


(k)      Non-Exempt
Employees.  No Option granted to an Employee that is a non-exempt employee for purposes of the Fair Labor Standards
Act shall be first exercisable for any shares of Common Stock until at least six months following the date of grant of the Option.  The
foregoing provision is intended to operate so that any income derived by a non-exempt employee in connection with the exercise
or vesting of an Option will be exempt from his or her regular rate of pay.


 


6.      Provisions
of Stock Awards other than Options.


 


(a)      Restricted
Stock Awards.  Each Restricted Stock Award Agreement shall be in such form and shall contain such terms and conditions
as the Board shall deem appropriate.  To the extent consistent with the Company’s Amended and Restated Bylaws,
at the Board’s election, shares of Common Stock may be (x) held in book entry form subject to the Company’s instructions
until any restrictions relating to the Restricted Stock Award lapse; or (y) evidenced by a certificate, which certificate shall
be held in such form and manner as determined by the Board.  The terms and conditions of Restricted Stock Award Agreements
may change from time to time, and the terms and conditions of separate Restricted Stock Award Agreements need not be identical, provided, however,
that each Restricted Stock Award Agreement shall include (through incorporation of the provisions hereof by reference in the agreement
or otherwise) the substance of each of the following provisions:



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(i)      Consideration.  A
Restricted Stock Award may be awarded in consideration for (A) past or future services actually or to be rendered to the Company
or an Affiliate, or (B) any other form of legal consideration that may be acceptable to the Board in its sole discretion and permissible
under applicable law.


 


(ii)      Vesting.  Shares
of Common Stock awarded under the Restricted Stock Award Agreement may be subject to forfeiture to the Company in accordance with
a vesting schedule to be determined by the Board.


 


(iii)      Termination
of Participant’s Continuous Service.  In the event a Participant’s Continuous Service terminates, the
Company may receive via a forfeiture condition or a repurchase right, any or all of the shares of Common Stock held by the Participant
which have not vested as of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreement.


 


(iv)      Transferability.  Rights
to acquire shares of Common Stock under the Restricted Stock Award Agreement shall be transferable by the Participant only upon
such terms and conditions as are set forth in the Restricted Stock Award Agreement, as the Board shall determine in its sole discretion,
so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted Stock
Award Agreement.


 


(b)      Restricted
Stock Unit Awards.  Each Restricted Stock Unit Award Agreement shall be in such form and shall contain such terms
and conditions as the Board shall deem appropriate.  The terms and conditions of Restricted Stock Unit Award Agreements
may change from time to time, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical, provided, however,
that each Restricted Stock Unit Award Agreement shall conform to (through incorporation of the provisions hereof by reference in
the Agreement or otherwise) the substance of each of the following provisions:


 


(i)      Consideration.  At
the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be paid by the Participant
upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award.  The consideration to be paid
(if any) by the Participant for each share of Common Stock subject to a Restricted Stock Unit Award may be paid in any form of
legal consideration that may be acceptable to the Board in its sole discretion and permissible under applicable law.


 


(ii)      Vesting.  At
the time of the grant of a Restricted Stock Unit Award, the Board may impose such restrictions or conditions to the vesting of
the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate.


 


(iii)      Payment.  A
Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any combination thereof
or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award Agreement.


 


(iv)      Additional
Restrictions.  At the time of the grant of a Restricted Stock Unit Award, the Board, as it deems appropriate, may
impose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject
to a Restricted Stock Unit Award to a time after the vesting of such Restricted Stock Unit Award.


 


(v)      Dividend
Equivalents.  Dividend equivalents may be credited in respect of shares of Common Stock covered by a Restricted Stock
Unit Award, as determined by the Board and contained in the Restricted Stock Unit Award Agreement.  At the sole discretion
of the Board, such dividend equivalents may be converted into additional shares of Common Stock covered by the Restricted Stock
Unit Award in such manner as determined by the Board.  Any additional shares covered by the Restricted Stock Unit Award
credited by reason of such dividend equivalents will be subject to all the terms and conditions of the underlying Restricted Stock
Unit Award Agreement to which they relate.


 


(vi)      Termination
of Participant’s Continuous Service.  Except as otherwise provided in the applicable Restricted Stock Unit
Award Agreement, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s
termination of Continuous Service.



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(vii)      Compliance
with Section 409A of the Code.  Notwithstanding anything to the contrary set forth herein, any Restricted Stock Unit
Award granted under the Plan that is not exempt from the requirements of Section 409A of the Code shall incorporate terms and conditions
necessary to avoid the consequences of Section 409A(a)(1) of the Code.  Such restrictions, if any, shall be determined
by the Board and contained in the Restricted Stock Unit Award Agreement evidencing such Restricted Stock Unit Award.  For
example, such restrictions may include, without limitation, a requirement that any Common Stock that is to be issued in a year
following the year in which the Restricted Stock Unit Award vests must be issued in accordance with a fixed pre-determined schedule.


 


(c)      Stock
Appreciation Rights.  Each Stock Appreciation Right Agreement shall be in such form and shall contain such terms
and conditions as the Board shall deem appropriate.  Stock Appreciation Rights may be granted as stand-alone Stock Awards
or in tandem with other Stock Awards.  The terms and conditions of Stock Appreciation Right Agreements may change from
time to time, and the terms and conditions of separate Stock Appreciation Right Agreements need not be identical; provided, however,
that each Stock Appreciation Right Agreement shall conform to (through incorporation of the provisions hereof by reference in the
Agreement or otherwise) the substance of each of the following provisions:


 


(i)      Term.  No
Stock Appreciation Right shall be exercisable after the expiration of ten (10) years from the date of its grant or such shorter
period specified in the Stock Appreciation Right Agreement.


 


(ii)      Strike
Price.  Each Stock Appreciation Right will be denominated in shares of Common Stock equivalents.  The strike
price of each Stock Appreciation Right shall not be less than one hundred percent (100%) of the Fair Market Value equivalents subject
to the Stock Appreciation Right on the date of grant.


 


(iii)      Calculation
of Appreciation.  The appreciation distribution payable on the exercise of a Stock Appreciation Right will be not
greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of the exercise of the Stock Appreciation
Right) of a number of shares of Common Stock equal to the number of shares of Common Stock equivalents in which the Participant
is vested under such Stock Appreciation Right, and with respect to which the Participant is exercising the Stock Appreciation Right
on such date, over (B) the strike price that will be determined by the Board at the time of grant of the Stock Appreciation Right.


 


(iv)      Vesting.  At
the time of the grant of a Stock Appreciation Right, the Board may impose such restrictions or conditions to the vesting of such
Stock Appreciation Right as it, in its sole discretion, deems appropriate.


 


(v)      Exercise.  To
exercise any outstanding Stock Appreciation Right, the Participant must provide written notice of exercise to the Company in compliance
with the provisions of the Stock Appreciation Right Agreement evidencing such Stock Appreciation Right.


 


(vi)      Payment.  The
appreciation distribution in respect to a Stock Appreciation Right may be paid in Common Stock, in cash, in any combination of
the two or in any other form of consideration, as determined by the Board and set forth in the Stock Appreciation Right Agreement
evidencing such Stock Appreciation Right.


 


(vii)      Termination
of Continuous Service.  In the event that a Participant’s Continuous Service terminates other than for Cause,
the Participant may exercise his or her Stock Appreciation Right (to the extent that the Participant was entitled to exercise such
Stock Appreciation Right as of the date of termination of Continuous Service) but only within such period of time ending on the
earlier of (A) the date three (3) months following the termination of the Participant’s Continuous Service (or such longer
or shorter period specified in the Stock Appreciation Right Agreement), or (B) the expiration of the term of the Stock Appreciation
Right as set forth in the Stock Appreciation Right Agreement.  If, after termination of Continuous Service, the Participant
does not exercise his or her Stock Appreciation Right within the time specified herein or in the Stock Appreciation Right Agreement
(as applicable), the Stock Appreciation Right shall terminate.


 


(viii)      Termination
for Cause.  Except as explicitly provided otherwise in a Participant’s Stock Appreciation Right Agreement,
in the event that a Participant’s Continuous Service is terminated for Cause, the Stock Appreciation Right shall terminate
upon the termination date of such Participant’s Continuous Service, and the Participant shall be prohibited from exercising
his or her Stock Appreciation Right from and after the time of such termination of Continuous Service.



    	8



    	 



    

(ix)      Compliance
with Section 409A of the Code.  Notwithstanding anything to the contrary set forth herein, any Stock Appreciation
Rights granted under the Plan that are not exempt from the requirements of Section 409A of the Code shall incorporate terms and
conditions necessary to avoid the consequences described in Section 409A(a)(1) of the Code.  Such restrictions, if any,
shall be determined by the Board and contained in the Stock Appreciation Right Agreement evidencing such Stock Appreciation Right.  For
example, such restrictions may include, without limitation, a requirement that a Stock Appreciation Right that is to be paid wholly
or partly in cash must be exercised and paid in accordance with a fixed pre-determined schedule.


 


(d)      Performance
Awards.


 


(i)      Performance
Stock Awards.  A Performance Stock Award is a Stock Award that may be granted, may vest, or may be exercised based
upon the attainment during a Performance Period of certain Performance Goals.  A Performance Stock Award may, but needs
not, require the completion of a specified period of Continuous Service.  The length of any Performance Period, the Performance
Goals to be achieved during the Performance Period, and the measure of whether and to what degree such Performance Goals have been
attained shall be conclusively determined by the Committee in its sole discretion.  The maximum number of shares that
may be granted to any Participant in a calendar year attributable to Performance Stock Awards described in this Section 6(d)(i)
shall not exceed 6,000,000 shares of Common Stock.  In addition, to the extent permitted by applicable law and the applicable
Award Agreement, the Board may determine that cash may be used in payment of Performance Stock Awards.


 


(ii)      Performance
Cash Awards.  A Performance Cash Award is a cash award that may be granted upon the attainment during a Performance
Period of certain Performance Goals.  A Performance Cash Award may also require the completion of a specified period
of Continuous Service.  The length of any Performance Period, the Performance Goals to be achieved during the Performance
Period, and the measure of whether and to what degree such Performance Goals have been attained shall be conclusively determined
by the Committee in its sole discretion.  The maximum value that may be granted to any Participant in any calendar year
attributable to cash awards described in this Section 6(d)(ii) shall not exceed $2,000,000.  The Board may provide for
or, subject to such terms and conditions as the Board may specify, may permit a Participant to elect for, the payment of any Performance
Cash Award to be deferred to a specified date or event.  The Committee may specify the form of payment of Performance
Cash Awards, which may be cash or other property, or may provide for a Participant to have the option for his or her Performance
Cash Award, or such portion thereof as the Board may specify, to be paid in whole or in part in cash or other property.  In
addition, to the extent permitted by applicable law and the applicable Award Agreement, the Board may determine that Common Stock
authorized under the Plan may be used in payment of Performance Cash Awards, including additional shares in excess of the Performance
Cash Award as an inducement to hold shares of Common Stock.


 


(e)      Other
Stock Awards.  Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, Common
Stock may be granted either alone or in addition to Stock Awards provided for under Section 5 and the preceding provisions of this
Section 6.  Subject to the provisions of the Plan, the Board shall have sole and complete authority to determine the
persons to whom and the time or times at which such Other Stock Awards will be granted, the number of shares of Common Stock (or
the cash equivalent thereof) to be granted pursuant to such Other Stock Awards and all other terms and conditions of such Other
Stock Awards.


  


7.      Covenants
of the Company.


 


(a)      Availability
of Shares.  During the terms of the Stock Awards, the Company shall keep available at all times the number of shares
of Common Stock required to satisfy such Stock Awards.


 


(b)      Securities
Law Compliance.  The Company shall seek to obtain from each regulatory commission or agency having jurisdiction over
the Plan such authority as may be required to grant Stock Awards and to issue and sell shares of Common Stock upon exercise of
the Stock Awards; provided, however, that this undertaking shall not require the Company to register under
the Securities Act the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award.  If,
after reasonable efforts, the Company is unable to obtain from any such regulatory commission or agency the authority that counsel
for the Company deems necessary for the lawful issuance and sale of Common Stock under the Plan, the Company shall be relieved
from any liability for failure to issue and sell Common Stock upon exercise of such Stock Awards unless and until such authority
is obtained.



    	9



    	 



    

(c)      No
Obligation to Notify.  The Company shall have no duty or obligation to any holder of a Stock Award to advise such
holder as to the time or manner of exercising such Stock Award.  Furthermore, the Company shall have no duty or obligation
to warn or otherwise advise such holder of a pending termination or expiration of a Stock Award or a possible period in which the
Stock Award may not be exercised.  The Company has no duty or obligation to minimize the tax consequences of a Stock
Award to the holder of such Stock Award.


 


8.       Miscellaneous.


 


(a)      Use
of Proceeds from Sales of Common Stock.  Proceeds from the sale of shares of Common Stock pursuant to Stock Awards
shall constitute general funds of the Company.


 


(b)      Corporate
Action Constituting Grant of Stock Awards.  Corporate action constituting a grant by the Company of a Stock Award
to any Participant shall be deemed completed as of the date of such corporate action, unless otherwise determined by the Board,
regardless of when the instrument, certificate, or letter evidencing the Stock Award is communicated to, or actually received or
accepted by, the Participant.


 


(c)      Stockholder
Rights.  No Participant shall be deemed to be the holder of, or to have any of the rights of a holder with respect
to, any shares of Common Stock subject to such Stock Award unless and until (i) such Participant has validly exercised the Stock
Award pursuant to its terms and (ii) the issuance of the Common Stock pursuant to such exercise has been entered into the books
and records of the Company.


 


(d)      No
Employment or Other Service Rights.  Nothing in the Plan, any Stock Award Agreement or other instrument executed
thereunder or in connection with any Award granted pursuant to the Plan shall confer upon any Participant any right to continue
to serve the Company or an Affiliate in the capacity in effect at the time the Stock Award was granted or shall affect the right
of the Company or an Affiliate to terminate (i) the employment of an Employee with or without notice and with or without cause;
(ii) the service of a Consultant pursuant to the terms of such Consultant’s agreement with the Company or an Affiliate; or
(iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisions of the corporate
law of the state in which the Company or the Affiliate is incorporated, as the case may be.


 


(e)      Incentive
Stock Option $100,000 Limitation.  To the extent that the aggregate Fair Market Value (determined at the time of
grant) of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by any Optionholder during
any calendar year (under all plans of the Company and any Affiliates) exceeds one hundred thousand dollars ($100,000), the Options
or portions thereof that exceed such limit (according to the order in which they were granted) shall be treated as Nonstatutory
Stock Options, notwithstanding any contrary provision of the applicable Option Agreement(s).


 


(f)      Investment
Assurances.  The Company may require a Participant, as a condition of exercising or acquiring Common Stock under
any Stock Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience
in financial and business matters and/or to employ a purchaser representative reasonably satisfactory to the Company who is knowledgeable
and experienced in financial and business matters and that he or she is capable of evaluating, alone or together with the purchaser
representative, the merits and risks of exercising the Stock Award; and (ii) to give written assurances satisfactory to the Company
stating that the Participant is acquiring Common Stock subject to the Stock Award for the Participant’s own account and not
with any present intention of selling or otherwise distributing the Common Stock.  The foregoing requirements, and any
assurances given pursuant to such requirements, shall be inoperative if (x) the issuance of the shares upon the exercise or acquisition
of Common Stock under the Stock Award has been registered under a then currently effective registration statement under the Securities
Act, or (y) as to any particular requirement, a determination is made by counsel for the Company that such requirement need not
be met in the circumstances under the then applicable securities laws.  The Company may, upon advice of counsel to the
Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in order to comply
with applicable securities laws, including, but not limited to, legends restricting the transfer of the Common Stock.



    	10



    	 



    

(g)      Withholding
Obligations.  Unless prohibited by the terms of a Stock Award Agreement, the Company may, in its sole discretion,
satisfy any federal, state or local tax withholding obligation relating to an Award by any of the following means (in addition
to the Company’s right to withhold from any compensation paid to the Participant by the Company) or by a combination of such
means:  (i) causing the Participant to tender a cash payment; (ii) withholding shares of Common Stock from the shares
of Common Stock issued or otherwise issuable to the Participant in connection with the Award; provided, however, that no shares
of Common Stock are withheld with a value exceeding the minimum amount of tax required to be withheld by law (or such lower amount
as may be necessary to avoid classification of the Stock Award as a liability for financial accounting purposes); (iii) withholding
cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the Participant; or (v) by such
other method as may be set forth in the Award Agreement.


 


(h)      Electronic
Delivery.  Any reference herein to a “written” agreement or document shall include any agreement or document
delivered electronically or posted on the Company’s intranet.


 


(i)      Deferrals.  To
the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock or the
payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may establish programs
and procedures for deferral elections to be made by Participants.  Deferrals by Participants will be made in accordance
with Section 409A of the Code.  Consistent with Section 409A of the Code, the Board may provide for distributions while
a Participant is still an employee.  The Board is authorized to make deferrals of Stock Awards and determine when, and
in what annual percentages, Participants may receive payments, including lump sum payments, following the Participant’s termination
of employment or retirement, and implement such other terms and conditions consistent with the provisions of the Plan and in accordance
with applicable law.


 


(j)      Compliance
with Section 409A of the Code.  To the extent that the Board determines that any Award granted under the Plan is
subject to Section 409A of the Code, the Award Agreement evidencing such Award shall incorporate the terms and conditions necessary
to avoid the consequences described in Section 409A(a)(1) of the Code.  To the extent applicable, the Plan and Award
Agreements shall be interpreted in accordance with Section 409A of the Code and related Department of Treasury guidance.  Notwithstanding
any provision of the Plan to the contrary, in the event that following the Effective Date the Board determines that any Award may
be subject to Section 409A of the Code and related Department of Treasury guidance, the Board may adopt such amendments to the
Plan and the applicable Award Agreement or adopt other policies and procedures (including amendments, policies and procedures with
retroactive effect), or take any other actions, that the Board determines are necessary or appropriate to (i) exempt the Award
from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or
(ii) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance.


 


9.      Adjustments
upon Changes in Common Stock; Other Corporate Events.


 


(a)      Capitalization
Adjustments.  In the event of a Capitalization Adjustment, the Board shall appropriately and proportionately adjust: (i)
the class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a); (ii) the class(es) and maximum number
of securities that may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(d); (iii) the class(es)
and maximum number of securities that may be awarded to any person pursuant to Section 3(e) and 6(d)(i); and (iv) the class(es)
and number of securities and price per share of stock subject to outstanding Stock Awards. The Board shall make such adjustments,
and its determination shall be final, binding and conclusive.


 


(b)      Dissolution
or Liquidation.  Except as otherwise provided in a Stock Award Agreement, in the event of a dissolution or liquidation
of the Company, all outstanding Stock Awards (other than Stock Awards consisting of vested and outstanding shares of Common Stock
not subject to a forfeiture condition or the Company’s right of repurchase) shall terminate immediately prior to the completion
of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights may be repurchased
by the Company notwithstanding the fact that the holder of such Stock Award is providing Continuous Service, provided, however,
that the Board may, in its sole discretion, cause some or all Stock Awards to become fully vested, exercisable and/or no longer
subject to repurchase or forfeiture (to the extent such Stock Awards have not previously expired or terminated) before the dissolution
or liquidation is completed but contingent on its completion.



    	11



    	 



    

(c)      Corporate
Transaction.  The following provisions shall apply to Stock Awards in the event of a Corporate Transaction unless
otherwise provided in the instrument evidencing the Stock Award or any other written agreement between the Company or any Affiliate
and the holder of the Stock Award.


 


(i)      Stock
Awards May Be Assumed.  Except as otherwise stated in the Stock Award Agreement, in the event of a Corporate Transaction,
any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume
or continue any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding
under the Plan (including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company
pursuant to the Corporate Transaction), and any reacquisition or repurchase rights held by the Company in respect of Common Stock
issued pursuant to Stock Awards may be assigned by the Company to the successor of the Company (or the successor’s parent
company, if any), in connection with such Corporate Transaction.  A surviving corporation or acquiring corporation (or
its parent) may choose to assume or continue only a portion of a Stock Award or substitute a similar stock award for only a portion
of a Stock Award.  The terms of any assumption, continuation or substitution shall be set by the Board in accordance
with the provisions of Section 2.


 


(ii)      Stock
Awards Held by Current Participants.  Except as otherwise stated in the Stock Award Agreement, in the event of a
Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent company) does not assume or continue
such outstanding Stock Awards or substitute similar stock awards for such outstanding Stock Awards in accordance with subsection
(i) above, then with respect to Stock Awards that have not been assumed, continued or substituted and that are held by Participants
whose Continuous Service has not terminated prior to the effective time of the Corporate Transaction (referred to as the “Current
Participants”), the vesting of such Stock Awards (and, with respect to Options and Stock Appreciation Rights, the
time at which such Stock Awards may be exercised) shall (contingent upon the effectiveness of the Corporate Transaction) be accelerated
in full to a date prior to the effective time of such Corporate Transaction as the Board shall determine (or, if the Board shall
not determine such a date, to the date that is five (5) days prior to the effective time of the Corporate Transaction), and such
Stock Awards shall terminate if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction, and
any reacquisition or repurchase rights held by the Company with respect to such Stock Awards shall lapse (contingent upon the effectiveness
of the Corporate Transaction).


 


(iii)      Stock
Awards Held by Persons other than Current Participants.  Except as otherwise stated in the Stock Award Agreement,
in the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent company) does
not assume or continue such outstanding Stock Awards or substitute similar stock awards for such outstanding Stock Awards in accordance
with subsections (i) or (ii) above, respectively, then with respect to Stock Awards that have not been assumed, continued or substituted
and that are held by persons other than Current Participants, the vesting of such Stock Awards (and, if applicable, the time at
which such Stock Award may be exercised) shall not be accelerated and such Stock Awards (other than a Stock Award consisting of
vested and outstanding shares of Common Stock not subject to a forfeiture condition or the Company’s right of repurchase)
shall terminate if not exercised (if applicable) prior to the effective time of the Corporate Transaction; provided, however,
that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards shall not terminate and may continue
to be exercised notwithstanding the Corporate Transaction.


 


(iv)      Payment
for Stock Awards in Lieu of Exercise.  Notwithstanding the foregoing, in the event a Stock Award will terminate if
not exercised prior to the effective time of a Corporate Transaction, the Board may provide, in its sole discretion, that the holder
of such Stock Award may not exercise such Stock Award but will receive a payment, in such form as may be determined by the Board,
equal in value to the excess, if any, of (A) the value of the property the holder of the Stock Award would have received upon the
exercise of the Stock Award (including, at the discretion of the Board, any unvested portion of such Stock Award), over (B) any
exercise price payable by such holder in connection with such exercise.



    	12



    	 



    

 (d)      Change
in Control.  A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after
a Change in Control as may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written
agreement between the Company or any Affiliate and the Participant, but in the absence of such provision, no such acceleration
shall occur.


 


10.      Termination
or Suspension of the Plan.


 


(a)      Plan
Term.  Unless sooner terminated by the Board pursuant to Section 2, the Plan shall automatically terminate on the
day before the tenth (10th) anniversary of the date the Plan is adopted by the Board or approved by the stockholders of the Company,
whichever is earlier.  No Awards may be granted under the Plan while the Plan is suspended or after it is terminated.


 


(b)      No
Impairment of Rights.  Suspension or termination of the Plan shall not impair rights and obligations under any Award
granted while the Plan is in effect except with the written consent of the affected Participant.


 


11.      Effective
Date of Plan.


 


The Plan shall become
effective on the Effective Date.  If the Plan has not been approved by the stockholders of the Company within twelve
(12) months before or after the date the Plan is adopted by the Board, the adoption of the Plan shall be null and void.


 


12.      Choice
of Law.


 


The law of the State
of Massachusetts shall govern all questions concerning the construction, validity and interpretation of the Plan, without regard
to such state’s conflict of laws rules.


 


13.      Definitions.  As
used in the Plan, the definitions contained in this Section 13 shall apply to the capitalized terms indicated below:


 


(a)      “Affiliate”
means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined
in Rule 405 of the Securities Act.  The Board shall have the authority to determine the time or times at which “parent”
or “subsidiary” status is determined within the foregoing definition.


 


(b)      “Award”
means a Stock Award or a Performance Cash Award.


 


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


 


(d)      “Capitalization Adjustment”
means any change that is made in, or other events that occur with respect to, the Common Stock subject to the Plan or subject to
any Stock Award after the Effective Date without the receipt of consideration by the Company (through merger, consolidation, reorganization,
recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination
of shares, exchange of shares, change in corporate structure or other transaction not involving the receipt of consideration by
the Company.  Notwithstanding the foregoing, the conversion of any convertible securities of the Company shall not be
treated as a transaction “without receipt of consideration” by the Company.


 


(e)      “Cause”
means with respect to a Participant, the occurrence of any of the following events:  (i) such Participant’s commission
of any felony or any crime involving fraud, dishonesty or moral turpitude under the laws of the United States or any state thereof;
(ii) such Participant’s attempted commission of, or participation in, a fraud or act of dishonesty against the Company; (iii)
such Participant’s intentional, material violation of any contract or agreement between the Participant and the Company or
of any statutory duty owed to the Company; (iv) such Participant’s unauthorized use or disclosure of the Company’s
confidential information or trade secrets; or (v) such Participant’s gross misconduct. The determination that a termination
of the Participant’s Continuous Service is either for Cause or without Cause shall be made by the Company in its sole discretion.  Any
determination by the Company that the Continuous Service of a Participant was terminated by reason of dismissal without Cause for
the purposes of outstanding Awards held by such Participant shall have no effect upon any determination of the rights or obligations
of the Company or such Participant for any other purpose.



    	13



    	 



    

(f)      “Change
in Control” means the occurrence, in a single transaction or in a series of related transactions, of any one or more
of the following events:


 


(i)      any
Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company representing more than fifty percent
(50%) of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation
or similar transaction.  Notwithstanding the foregoing, a Change in Control shall not be deemed to occur (A) on account
of the acquisition of securities of the Company by an investor, any affiliate thereof or any other Exchange Act Person from the
Company in a transaction or series of related transactions the primary purpose of which is to obtain financing for the Company
through the issuance of equity securities or (B) solely because the level of Ownership held by any Exchange Act Person (the “Subject
Person”) exceeds the designated percentage threshold of the outstanding voting securities as a result of a repurchase
or other acquisition of voting securities by the Company reducing the number of shares outstanding, provided that if a Change in
Control would occur (but for the operation of this sentence) as a result of the acquisition of voting securities by the Company,
and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that, assuming the repurchase
or other acquisition had not occurred, increases the percentage of the then outstanding voting securities Owned by the Subject
Person over the designated percentage threshold, then a Change in Control shall be deemed to occur;


 


(ii)      there
is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately after
the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto
do not Own, directly or indirectly, either (A) outstanding voting securities representing more than fifty percent (50%) of the
combined outstanding voting power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than
fifty percent (50%) of the combined outstanding voting power of the parent of the surviving Entity in such merger, consolidation
or similar transaction, in each case in substantially the same proportions relative to each other as their Ownership of the outstanding
voting securities of the Company immediately prior to such transaction;


 


(iii)      the
stockholders of the Company approve or the Board approves a plan of complete dissolution or liquidation of the Company, or a complete
dissolution or liquidation of the Company shall otherwise occur, except for a liquidation into a parent corporation;


 


(iv)      there
is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of
the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated
assets of the Company and its Subsidiaries to an Entity, more than fifty percent (50%) of the combined voting power of the voting
securities of which are Owned by stockholders of the Company in substantially the same proportions relative to each other as their
Ownership of the outstanding voting securities of the Company immediately prior to such sale, lease, license or other disposition;
or


 


(v)      individuals
who, on the date the Plan is adopted by the Board, are members of the Board (the “Incumbent Board”) cease for any reason
to constitute at least a majority of the members of the Board; (provided, however, that if the appointment or election
(or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent
Board then still in office, such new member shall, for purposes of the Plan, be considered as a member of the Incumbent Board).


 


Notwithstanding the
foregoing or any other provision of the Plan, the definition of Change in Control (or any analogous term) in an individual written
agreement between the Company or any Affiliate and the Participant shall supersede the foregoing definition with respect to Awards
subject to such agreement; provided, however, that if no definition of Change in Control or any analogous
term is set forth in such an individual written agreement, the foregoing definition shall apply.



    	14



    	 



    

The Board may, in its
sole discretion and without Participant consent, amend the definition of “Change in Control” to conform to the definition
of “Change of Control” under Section 409A of the Code and related Department of Treasury guidance.


 


(g)      “Code”
means the Internal Revenue Code of 1986, as amended.


 


(h)      “Committee”
means a committee of one (1) or more Directors to whom authority has been delegated by the Board in accordance with Section 2(c).


 


(i)      “Common
Stock” means the common stock of the Company.


 


(j)      “Company”
means Viking Systems, Inc., a Delaware corporation.


 


(k)      “Consultant”
means any person, including an advisor, who is (i) engaged by the Company or an Affiliate to render consulting or advisory services
and is compensated for such services, or (ii) serving as a member of the board of directors of an Affiliate and is compensated
for such services.  However, service solely as a Director, or payment of a fee for such service, shall not cause a Director
to be considered a “Consultant” for purposes of the Plan.


 


(l)      “Continuous
Service” means that the Participant’s service with the Company or an Affiliate, whether as an Employee, Director
or Consultant, is not interrupted or terminated.  A change in the capacity in which the Participant renders service to
the Company or an Affiliate as an Employee, Consultant or Director or a change in the entity for which the Participant renders
such service, provided that there is no interruption or termination of the Participant’s service with the Company or an Affiliate,
shall not terminate a Participant’s Continuous Service.  For example, a change in status from an employee of the
Company to a Consultant (whether to the Company or to an Affiliate) or to a Director shall not constitute an interruption of Continuous
Service.  To the extent permitted by law, the Board or the chief executive officer of the Company, in that party’s
sole discretion, may determine whether Continuous Service shall be considered interrupted in the case of any leave of absence approved
by the Board or the chief executive officer of the Company, including sick leave, military leave or any other personal leave.  Notwithstanding
the foregoing, a leave of absence shall be treated as Continuous Service for purposes of vesting in a Stock Award only to such
extent as may be provided in the Company’s leave of absence policy, in the written terms of any leave of absence agreement
or policy applicable to the Participant, or as otherwise required by law.


 


(m)      “Corporate
Transaction” means the occurrence, in a single transaction or in a series of related transactions, of any one or
more of the following events:


 


(i)      a
sale or other disposition of all or substantially all, as determined by the Board in its sole discretion, of the consolidated assets
of the Company and its Subsidiaries;


 


(ii)      a
sale or other disposition of at least ninety percent (90%) of the outstanding securities of the Company;


 


(iii)      the
consummation of a merger, consolidation or similar transaction following which the Company is not the surviving corporation; or


 


(iv)      the
consummation of a merger, consolidation or similar transaction following which the Company is the surviving corporation but the
shares of Common Stock outstanding immediately preceding the merger, consolidation or similar transaction are converted or exchanged
by virtue of the merger, consolidation or similar transaction into other property, whether in the form of securities, cash or otherwise.


 


(n)      “Covered
Employee” shall have the meaning provided in Section 162(m)(3) of the Code and the regulations promulgated thereunder.


 


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



    	15



    	 



    

(p)      “Disability”
means, with respect to a Participant, the inability of such Participant to engage in any substantial gainful activity by reason
of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last
for a continuous period of not less than 12 months, as provided in Sections 22(e)(3) and 409A(a)(2)(c)(i) of the Code.


 


(q)      “Effective
Date” means the date the Plan is approved by the stockholders of the Company.


 


(r)      “Employee”
means any person employed by the Company or an Affiliate.  However, service solely as a Director, or payment of a fee
for such services, shall not cause a Director to be considered an “Employee” for purposes of the Plan.


 


(s)      “Entity”
means a corporation, partnership, limited liability company or other entity.


 


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


 


(u)      “Exchange
Act Person” means any natural person, Entity or “group” (within the meaning of Section 13(d) or 14(d)
of the Exchange Act), except that “Exchange Act Person” shall not include (i) the Company or any Subsidiary of the
Company; (ii) any employee benefit plan of the Company or any Subsidiary of the Company or any trustee or other fiduciary holding
securities under an employee benefit plan of the Company or any Subsidiary of the Company; (iii) an underwriter temporarily holding
securities pursuant to an offering of such securities; (iv) an Entity Owned, directly or indirectly, by the stockholders of the
Company in substantially the same proportions as their Ownership of stock of the Company; or (v) any natural person, Entity or
“group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act) that, as of the Effective Date, is the Owner,
directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of
the Company’s then outstanding securities.


 


(v)      “Fair
Market Value” means, as of any date, the value of the Common Stock determined as follows:


 


(i)      If
the Common Stock is listed on any established stock exchange or quoted on any quotation service, the Fair Market Value of a share
of Common Stock shall be the closing sales price for such stock as quoted on such exchange or by such service (or the exchange
or service with the greatest volume of trading in the Common Stock) on the date of determination, as reported in The Wall
Street Journal or such other source as the Board deems reliable.  Unless otherwise provided by the Board, if
there is no closing sales price for the Common Stock on the date of determination, then the Fair Market Value shall be the closing
sales price on the last preceding date for which such quotation exists.


 


(ii)      In
the absence of such market for the Common Stock, the Fair Market Value shall be determined by the Board in good faith and in a
manner that complies with Section 409A of the Code.


 


(w)      “Incentive
Stock Option” means an Option that is intended to be, and qualifies as, an “incentive stock option” within
the meaning of Section 422 of the Code and the regulations promulgated thereunder.


 


(x)      “Non-Employee
Director” means a Director who either (i) is not a current Employee or Officer of the Company or an Affiliate, does
not receive compensation, either directly or indirectly, from the Company or an Affiliate for services rendered as a Consultant
or in any capacity other than as a Director (except for an amount as to which disclosure would not be required under Item 404(a)
of Regulation S-K promulgated pursuant to the Securities Act (“Regulation S-K”)), does not possess an
interest in any other transaction for which disclosure would be required under Item 404(a) of Regulation S-K, and is not engaged
in a business relationship for which disclosure would be required pursuant to Item 404(b) of Regulation S-K; or (ii) is otherwise
considered a “non-employee director” for purposes of Rule 16b-3.


  


(y)      “Nonstatutory
Stock Option” means any Option that does not qualify as an Incentive Stock Option.



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(z)      “Officer”
means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.


 


(aa)      “Option”
means an Incentive Stock Option or a Nonstatutory Stock Option to purchase shares of Common Stock granted pursuant to the Plan.


 


(bb)      “Option
Agreement” means a written agreement between the Company and an Optionholder evidencing the terms and conditions
of an Option grant.  Each Option Agreement shall be subject to the terms and conditions of the Plan.


 


(cc)      “Optionholder”
means a person to whom an Option is granted pursuant to the Plan or, if permitted under the terms of the Plan, such other person
who holds an outstanding Option.


 


(dd)      “Other
Stock Award” means an award based in whole or in part by reference to the Common Stock which is granted pursuant
to the terms and conditions of Section 6(d).


 


(ee)      “Other
Stock Award Agreement” means a written agreement between the Company and a holder of an Other Stock Award evidencing
the terms and conditions of an Other Stock Award grant.  Each Other Stock Award Agreement shall be subject to the terms
and conditions of the Plan.


 


(ff)      “Outside
Director” means a Director who either (i) is not a current employee of the Company or an “affiliated corporation”
(within the meaning of Treasury Regulations promulgated under Section 162(m) of the Code), is not a former employee of the Company
or an “affiliated corporation” who receives compensation for prior services (other than benefits under a tax-qualified
retirement plan) during the taxable year, has not been an officer of the Company or an “affiliated corporation,” and
does not receive remuneration from the Company or an “affiliated corporation,” either directly or indirectly, in any
capacity other than as a Director, or (ii) is otherwise considered an “outside director” for purposes of Section 162(m)
of the Code.


 


(gg)      “Own,”
“Owned,” “Owner,” “Ownership”  A person
or Entity shall be deemed to “Own,” to have “Owned,” to be the “Owner” of, or to have acquired
“Ownership” of securities if such person or Entity, directly or indirectly, through any contract, arrangement, understanding,
relationship or otherwise, has or shares voting power, which includes the power to vote or to direct the voting, with respect to
such securities.


 


(hh)      “Participant”
means a person to whom an Award is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Stock
Award.


 


(ii)      “Performance
Cash Award” means an award of cash granted pursuant to the terms and conditions of Section 6(d)(ii).


 


(jj)      “Performance
Criteria” means the one or more criteria that the Board shall select for purposes of establishing the Performance
Goals for a Performance Period.  The Performance Criteria that shall be used to establish such Performance Goals may
be based on any one of, or combination of, the following:  (i) earnings per share; (ii) earnings before interest, taxes
and depreciation; (iii) earnings before interest, taxes, depreciation and amortization; (iv) total stockholder return; (v) return
on equity; (vi) return on assets, investment, or capital employed; (vii) operating margin; (viii) gross margin; (ix) operating
income; (x) net income (before or after taxes); (xi) net operating income; (xii) net operating income after tax; (xiii) pre-tax
profit; (xiv) operating cash flow; (xv) sales or revenue targets; (xvi) increases in revenue or product revenue; (xvii) expenses
and cost reduction goals; (xviii) improvement in or attainment of working capital levels; (xix) economic value added (or an equivalent
metric); (xx) market share; (xxi) cash flow; (xxii) cash flow per share; (xxiii) share price performance; (xxiv) debt reduction;
(xxv) implementation or completion of projects or processes; (xxvi) customer satisfaction; (xxvii) completion of regulatory or
development milestones; (xxvii) stockholders’ equity; and (xxviii) to the extent that an Award is not intended to comply
with Section 162(m) of the Code, other measures of performance selected by the Board.  Partial achievement of the specified
criteria may result in the payment or vesting corresponding to the degree of achievement as specified in the Stock Award Agreement
or the written terms of a Performance Cash Award.  The Board shall, in its sole discretion, define the manner of calculating
the Performance Criteria it selects to use for such Performance Period.



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(kk)      “Performance
Goals” means, for a Performance Period, the one or more goals established by the Board for the Performance Period
based upon the satisfaction of the Performance Criteria.  Performance Goals may be based on a Company-wide basis, with
respect to one or more business units, divisions, Affiliates, or business segments, and in either absolute terms or relative to
the performance of one or more comparable companies or the performance of one or more relevant indices.  At the time
of the grant of any Award, the Board is authorized to determine whether, when calculating the attainment of Performance Goals for
a Performance Period: (i) to exclude restructuring and/or other nonrecurring charges; (ii) to exclude exchange rate effects, as
applicable, for non-U.S. dollar denominated net sales and operating earnings; (iii) to exclude the effects of changes to generally
accepted accounting standards required by the Financial Accounting Standards Board; (iv) to exclude the effects of any statutory
adjustments to corporate tax rates; and (v) to exclude the effects of any “extraordinary items” as determined under
generally accepted accounting principles.  In addition, the Board retains the discretion to reduce or eliminate the compensation
or economic benefit due upon attainment of Performance Goals.


 


(ll)      “Performance
Period” means the period of time selected by the Board over which the attainment of one or more Performance Goals
will be measured for the purpose of determining a Participant’s right to and the payment of a Stock Award or a Performance
Cash Award.  Performance Periods may be of varying and overlapping duration, at the sole discretion of the Board.


 


(mm)      “Performance
Stock Award” means a Stock Award granted under the terms and conditions of Section 6(d)(i).


 


(nn)      “Plan”
means this Viking Systems, Inc. Amended and Restated 2008 Equity Incentive Plan.


 


(oo)      “Prior
Plan” means the Company’s 2004 Stock Incentive Plan as in effect immediately prior to the Effective Date.


  


(pp)      “Restricted
Stock Award” means an award of shares of Common Stock which is granted pursuant to the terms and conditions of Section
6(a).


 


(qq)      “Restricted
Stock Award Agreement” means a written agreement between the Company and a holder of a Restricted Stock Award evidencing
the terms and conditions of a Restricted Stock Award grant.  Each Restricted Stock Award Agreement shall be subject to
the terms and conditions of the Plan.


 


(rr)      “Restricted
Stock Unit Award” means an unfunded right to receive shares of Common Stock at a future date which is granted pursuant
to the terms and conditions of Section 6(b).


 


(ss)      “Restricted
Stock Unit Award Agreement” means a written agreement between the Company and a holder of a Restricted Stock Unit
Award evidencing the terms and conditions of a Restricted Stock Unit Award grant.  Each Restricted Stock Unit Award Agreement
shall be subject to the terms and conditions of the Plan.


 


(tt)      “Rule
16b-3” means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3, as in effect from time
to time.


 


(uu)      “Securities
Act” means the Securities Act of 1933, as amended.


 


(vv)      “Stock
Appreciation Right” means a right to receive the appreciation on Common Stock that is granted pursuant to the terms
and conditions of Section 6(c).


 


(ww)      “Stock
Appreciation Right Agreement” means a written agreement between the Company and a holder of a Stock Appreciation
Right evidencing the terms and conditions of a Stock Appreciation Right grant.  Each Stock Appreciation Right Agreement
shall be subject to the terms and conditions of the Plan.


 


(xx)      “Stock
Award” means any right to receive Common Stock granted under the Plan, including an Incentive Stock Option, a Nonstatutory
Stock Option, a Restricted Stock Award, a Restricted Stock Unit Award, a Stock Appreciation Right, a Performance Stock Award or
any Other Stock Award.



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(yy)      “Stock
Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions
of a Stock Award grant.  Each Stock Award Agreement shall be subject to the terms and conditions of the Plan.


 


(zz)      “Subsidiary”
means, with respect to the Company, (i) any corporation of which more than fifty percent (50%) of the outstanding capital stock
having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether, at the
time, stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening
of any contingency) is at the time, directly or indirectly, Owned by the Company, and (ii) any partnership, limited liability company
or other entity in which the Company has a direct or indirect interest (whether in the form of voting or participation in profits
or capital contribution) of more than fifty percent (50%).


 


(aaa)      “Ten
Percent Stockholder” means a person who Owns (or is deemed to Own pursuant to Section 424(d) of the Code) stock possessing
more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Affiliate.


 


As amended by the Board of Directors on December 16, 2009


 


As further amended and restated by the Board of Directors on November
10, 2011




 


 


 


 


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