Exhibit 4.2


 


RECON TECHNOLOGY LTD.




2015 EQUITY INCENTIVE PLAN


 


1.                  
Purpose. The purpose of the Recon Technology Ltd. 2015 Equity Incentive Plan is to provide a means through which the Company
and its Affiliates may attract and retain key personnel and to provide a means whereby directors, officers, managers, employees,
consultants and advisors (and prospective directors, officers, managers, employees, consultants and advisors) of the Company and
its Affiliates can acquire and maintain an equity interest in the Company, or be paid incentive compensation, which may (but need
not) be measured by reference to the value of Common Shares, thereby strengthening their commitment to the welfare of the Company
and its Affiliates and aligning their interests with those of the Company’s stockholders.


 


2.                  
Definitions. The following definitions shall be applicable throughout this Plan:


 


(a)                
“Affiliate” means (i) any person or entity that directly or indirectly controls, is controlled by or
is under common control with the Company and/or (ii) to the extent provided by the Committee, any person or entity in which the
Company has a significant interest as determined by the Committee in its discretion. The term “control” (including,
with correlative meaning, the terms “controlled by” and “under common control with”), as applied to any
person or entity, means the possession, directly or indirectly, of the power to direct or cause the direction of the management
and policies of such person or entity, whether through the ownership of voting or other securities, by contract or otherwise.


 


(b)                
“Award” means, individually or collectively, any Incentive Stock Option, Nonqualified Stock Option, Stock
Appreciation Right, Restricted Stock, Restricted Stock Unit, Stock Bonus Award and Performance Compensation Award granted under
this Plan.


 


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


 


(d)                
“Business Combination” has the meaning given such term in the definition of “Change in Control.”


 


(e)                
“Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions in
New York City are authorized or obligated by federal law or executive order to be closed.


 


(f)                 
“Cause” means, in the case of a particular Award, unless the applicable Award agreement states otherwise,
(i) the Company or an Affiliate having “cause” to terminate a Participant’s employment or service, as defined
in any employment or consulting agreement or similar document or policy between the Participant and the Company or an Affiliate
in effect at the time of such termination or (ii) in the absence of any such employment or consulting agreement, document or policy
(or the absence of any definition of “Cause” contained therein), (A) a continuing material breach or material default
(including, without limitation, any material dereliction of duty) by Participant of any agreement between the Participant and the
Company, except for any such breach or default which is caused by the physical disability of the Participant (as determined by
a neutral physician), or a continuing failure by the Participant to follow the direction of a duly authorized representative of
the Company; (B) gross negligence, willful misfeasance or breach of fiduciary duty by the Participant; (C) the commission by the
Participant of an act of fraud, embezzlement, misappropriation of the Company or its Affiliate’s assets or any felony or
other crime of dishonesty in connection with the Participant’s duties; (D) conviction of the Participant of a felony or any
other crime that would materially and adversely affect: (i) the business reputation of the Company or (ii) the performance of the
Participant’s duties to the Company, or (E) failure by a Participant to follow the lawful directions of a superior
officer or the Board. Any determination of whether Cause exists shall be made by the Committee in its sole discretion.


 


(g)                
“Change in Control” shall, in the case of a particular Award, unless the applicable Award agreement states
otherwise or contains a different definition of “Change in Control,” be deemed to occur upon:


 






     

     


    

 


(i)                  
An acquisition (whether directly from the Company or otherwise) of any voting securities of the Company (the “Voting
Securities”) by any “Person” (as the term person is used for purposes of Section 13(d) or 14(d) of the
Securities and Exchange Act of 1934, as amended (the “Exchange Act”)), immediately after which
such Person has ownership of more than fifty percent (50%) of the combined voting power of the Company’s then outstanding
Voting Securities.


 


(ii)                
The individuals who constitute the members of the Board cease, by reason of a financing, merger, combination, acquisition, takeover
or other non-ordinary course transaction affecting the Company, to constitute at least fo rty percent (40%) of the members of the
Board; or


 


(iii)               
The consummation of any of the following events:


 


(A)               
A merger, consolidation or reorganization involving the Company, where either or both of the events described in clauses (i) or
(ii) above would be the result;


 


(B)               
A liquidation or dissolution of or appointment of a receiver, rehabilitator, conservator or similar person for, or the filing by
a third party of an involuntary bankruptcy against, the Company; provided, however, that to the extent necessary to comply with
Section 409A of the Code, the occurrence of an event described in this subsection (B) shall not permit the settlement of Restricted
Stock Units granted under this Plan; or


 


(C)               
An agreement for the sale or other disposition of all or substantially all of the assets of the Company to any Person (other than
a transfer to a subsidiary of the Company).


 


(h)                
Closing Price” means (A) during such time as the Common Shares are registered under Section 12 of the
Exchange Act, the closing price of the Common Shares as reported by an established stock exchange or automated quotation system
on the day for which such value is to be determined, or, if no sale of the Common Shares shall have been made on any such stock
exchange or automated quotation system that day, on the next preceding day on which there was a sale of such Common Shares, or
(B) during any such time as the Common Shares are not listed upon an established stock exchange or automated quotation system,
the mean between dealer “bid” and “ask” prices of the Common Shares in the over-the-counter market on the
day for which such value is to be determined, as reported by the Financial Industry Regulatory Authority, Inc., or (C) during any
such time as the Common Shares cannot be valued pursuant to (A) or (B) above, the fair market value shall be as determined by the
Committee considering all relevant information including, by example and not by limitation, the services of an independent appraiser.


 


(i)“Code”
means the Internal Revenue Code of 1986, as amended, and any successor thereto. References in this Plan to any section of the Code
shall be deemed to include any regulations or other interpretative guidance under such section, and any amendments or successor
provisions to such section, regulations or guidance.


 


(j)“Committee” means a
committee of at least two people as the Board may appoint


to administer this Plan or, if no such
committee has been appointed by the Board, the Board. Unless altered by an action of the Board, the Committee shall be the Compensation
Committee of the Board.


 


(k)“Common Shares” means
the ordinary shares, par value $0.0185 per share, of the


Company (and any stock or other securities
into which such common shares may be converted or into which they may be exchanged).


 


(l)“Company” means Recon
Technology Ltd, a Cayman Island company, together


with its successors and assigns.


 


(m)“Date of Grant” means
the date on which the granting of an Award is authorized,


or such other date as may be specified in such authorization.


 


(n)“Disability”.
As to an Incentive Stock Option, a Disability means permanent and total disability as defined in section 22 (e) (3) of the Code.
As to other Awards, a Disability means a “permanent and total” disability incurred by a Participant while in the employ
of the Company or an Affiliate. For this purpose, a permanent and total disability shall mean that the Participant is unable to
engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected
to result in death or can be expected to last for a continuous period of not less than twelve (12) months.


 



     

     


    




 


(o)“Effective Date” means
the date when the Plan is adopted by the Board.


 


(p)“Eligible
Director” means a person who is (i) a “non-employee director” within the meaning of Rule 16b-3 under
the Exchange Act, and (ii) an “outside director” within the meaning of Section 162(m) of the Code.


 


(q)“Eligible Person”
means any (i) individual employed by the Company or an Affiliate; provided, however, that no such employee
covered by a collective bargaining agreement shall be an Eligible Person unless and to the extent that such eligibility is set
forth in such collective bargaining agreement or in an agreement or instrument relating thereto; (ii) director of the Company or
an Affiliate; (iii) consultant or advisor to the Company or an Affiliate, provided that if the Securities Act applies such persons
must be eligible to be offered securities registrable on Form S-8 under the Securities Act; or (iv) prospective employees, directors,
officers, consultants or advisors who have accepted offers of employment or consultancy from the Company or its Affiliates (and
would satisfy the provisions of clauses (i) through (iii) above once he or she begins employment with or begins providing services
to the Company or its Affiliates).


 


(r)“Exchange Act”
has the meaning given such term in the definition of “Change in Control,” and any reference in this Plan to any section
of (or rule promulgated under) the Exchange Act shall be deemed to include any rules, regulations or other interpretative guidance
under such section or rule, and any amendments or successor provisions to such section, rules, regulations or guidance.


 


(s)“Exercise Price” has
the meaning given such term in Section 7(b) of this Plan.


 


(t)“Fair Market Value”,
unless otherwise provided by the Committee in accordance with all applicable laws, rules regulations and standards, means,
on a given date, (i) if the Common Shares (A) are listed on a national securities exchange or (B) are not listed on a national
securities exchange, but is quoted by the OTC Markets Group, Inc. (www.otcmarkets.com)
or any successor or alternative recognized over-the-counter market or another inter-dealer quotation system, on a last
sale basis, the average selling price of the Common Shares reported on such national securities exchange or other inter-dealer
quotation system, determined as the arithmetic mean of such selling prices over the thirty (30)-Business Day period preceding
the Date of Grant, weighted based on the volume of trading of such Common Shares on each trading day during such period; or (ii)
if the Common Shares are not listed on a national securities exchange or quoted in an inter-dealer quotation system on a last
sale basis, the amount determined by the Committee in good faith to be the fair market value of the Common Shares.


 


(u)                “Immediate Family Members” shall have the meaning set forth in Section 15(b) of this Plan.


 


(v)                “Incentive Stock Option” means an Option that is designated by the Committee as an incentive stock option
as described in Section 422 of the Code and otherwise meets the requirements set forth in this Plan.


 


(w)               “Indemnifiable Person” shall have the meaning set forth in Section 4(e) of this


Plan.


 


(x)                
“Intellectual Property Products” shall have the meaning set forth in Section 15(c) of this Plan.


 


(y)                “Mature Shares” means Common Shares owned by a Participant that are not subject to any pledge
or security interest and that have been either previously acquired by the Participant on the open market or meet such other requirements,
if any, as the Committee may determine are necessary in order to avoid an accounting earnings charge on account of the use of such
shares to pay the Exercise Price or satisfy a withholding obligation of the Participant.


 



     

     


    

 





(z)                
“Negative Discretion” shall mean the discretion authorized by this Plan to be applied by the Committee
to eliminate or reduce the size of a Performance Compensation Award consistent with Section 162(m) of the Code.


 


(aa) “Nonqualified
Stock Option” means an Option that is not designated by the Committee as an Incentive Stock Option.


 


(bb) “Ordinary
Share” means the ordinary share, par value $0.0185 per share, of the Company.


 


(cc) “Option”
means an Award granted under Section 7 of this Plan.


 


(dd) “Option
Period” has the meaning given such term in Section 7(c) of this Plan.


 


(ee)“Participant”
means an Eligible Person who has been selected by the


Committee to participate in this Plan and to receive an Award
pursuant to Section 6 of this Plan.


 


(ff)“Performance
Compensation Award” shall mean any Award designated by the


Committee as a Performance Compensation Award pursuant to Section
11 of this Plan.


 


(gg) “Performance
Criteria” shall mean the criterion or criteria that the Committee shall select for purposes of establishing the Performance
Goal(s) for a Performance Period with respect to any Performance Compensation Award under this Plan.


 


(hh)“Performance
Formula” shall mean, for a Performance Period, the one or more objective formulae applied against the relevant Performance
Goal to determine, with regard to the Performance Compensation Award of a particular Participant, whether all, some portion but
less than all, or none of the Performance Compensation Award has been earned for the Performance Period.


 


(ii)“Performance
Goals” shall mean, for a Performance Period, the one or more goals established by the Committee for the Performance
Period based upon the Performance Criteria.


 


(jj)“Performance
Period” shall mean the one or more periods of time, as the


Committee may select, 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 Performance Compensation Award.


 


(kk) “Permitted
Transferee” shall have the meaning set forth in Section 15(b) of this Plan.


 


(ll)“Person”
has the meaning given such term in the definition of “Change in


Control.”


 


(mm) “Plan”
means this Recon Technology Ltd. 2015 Equity Incentive Plan, as amended from time to time.


 


(nn) “Retirement”
means the fulfillment of each of the following conditions: (i) the Participant is good standing with the Company as determined
by the Committee; (ii) the voluntary termination by a Participant of such Participant’s employment or service to the Company
and (B) that at the time of such voluntary termination, the sum of: (1) the Participant’s age (calculated to the nearest
month, with any resulting fraction of a year being calculated as the number of months in the year divided by 12) and (2) the Participant’s
years of employment or service with the Company (calculated to the nearest month, with any resulting fraction of a year being calculated
as the number of months in the year divided by 12) equals at least 62 (provided that, in any case, the foregoing shall only be
applicable if, at the time of Retirement, the Participant shall be at least 55 years of age and shall have been employed by or
served with the Company for no less than 5 years).


 


(oo) “Restricted
Period” means the period of time determined by the Committee during which an Award is subject to restrictions or,
as applicable, the period of time within which performance is measured for purposes of determining whether an Award has been earned.


 



     

     


    




(pp) “Restricted
Stock Unit” means an unfunded and unsecured promise to deliver Common Shares, cash, other securities or other property,
subject to certain restrictions (including, without limitation, a requirement that the Participant remain continuously employed
or provide continuous services for a specified period of time), granted under Section 9 of this Plan.


 


(qq)“Restricted
Stock” means Common Shares, subject to certain specified restrictions (including, without limitation, a requirement
that the Participant remain continuously employed or provide continuous services for a specified period of time), granted under
Section 9 of this Plan.


 


(rr)“SAR
Period” has the meaning given such term in Section 8(c) of this Plan.


 


(ss)“Securities
Act” means the Securities Act of 1933, as amended, and any successor thereto. Reference in this Plan to any section
of the Securities Act shall be deemed to include any rules, regulations or other official interpretative guidance under such section,
and any amendments or successor provisions to such section, rules, regulations or guidance.


 


(tt)“Stock
Appreciation Right” or “SAR” means an Award granted under Section 8 of this Plan which
meets all of the requirements of Section 1.409A-1(b)(5)(i)(B) of the Treasury Regulations.


 


(uu) “Stock
Bonus Award” means an Award granted under Section 10 of this Plan.


 


(vv) “Strike
Price” means, except as otherwise provided by the Committee in the case of Substitute Awards, (i) in the case of
a SAR granted in tandem with an Option, the Exercise Price of the related Option, or (ii) in the case of a SAR granted independent
of an Option, the Fair Market Value on the Date of Grant.


 


(ww) “Subsidiary” means, with
respect to any specified Person:


 


(i)                  
any corporation, association or other business entity of which more than 50% of the total voting power of shares of Outstanding
Company Voting Securities (without regard to the occurrence of any contingency and after giving effect to any voting agreement
or stockholders’ agreement that effectively transfers voting power) is at the time owned or controlled, directly or indirectly,
by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and


 


(ii)                
any partnership or limited liability company (or any comparable foreign entity) (a) the sole general partner or managing member
(or functional equivalent thereof) or the managing general partner of which is such Person or Subsidiary of such Person or (b)
the only general partners or managing members (or functional equivalents thereof) of which are that Person or one or more Subsidiaries
of that Person (or any combination thereof).


 


(xx) “Substitute Award” has
the meaning given such term in Section 5(e).


 


(yy) “Treasury
Regulations” means any regulations, whether proposed, temporary or final, promulgated by the U.S. Department of Treasury
under the Code, and any successor provisions.


 


(zz) “Voting
Securities” has the meaning given such term in the definition of “Change in Control.”


 


3.                  
Effective Date; Duration. The Plan shall be effective as of the Effective Date, but no Award shall be exercised or paid
(or, in the case of a stock Award, shall be granted unless contingent on stockholder approval) unless and until this Plan has been
approved by the stockholders of the Company, which approval shall be within twelve (12) months after the Effective Date. The expiration
date of this Plan, on and after which date no Awards may be granted hereunder, shall be the tenth anniversary of the Effective
Date; provided, however, that such expiration shall not affect Awards then outstanding, and the terms and
conditions of this Plan shall continue to apply to such Awards.


 


4.                  
Administration.


 


(a)                
The Committee shall administer this Plan. To
the extent required to comply with the provisions of Rule 16b-3 promulgated under the Exchange Act (if the Board is not acting
as the Committee under this Plan) or necessary to obtain the exception for performance-based compensation under Section 162(m)
of the Code, as applicable, it is intended that each member of the Committee shall, at the time he takes any action with respect
to an Award under this Plan, be an Eligible Director. However, the fact that a Committee member shall fail to qualify as an Eligible
Director shall not invalidate any Award granted by the Committee that is otherwise validly granted under this Plan. The acts of
a majority of the members present at any meeting at which a quorum is present or acts approved in writing by a majority of the
Committee shall be deemed the acts of the Committee. Whether a quorum is present shall be determined based on the Committee’s
charter as approved by the Board.


 



     

     


    




 


(b)                
Subject to the provisions of this Plan and applicable law, the Board shall have the authority and may delegate its authority to
the Committee, to: (i) designate Participants; (ii) determine the type or types of Awards to be granted to a Participant; (iii)
determine the number of Common Shares to be covered by, or with respect to which payments, rights, or other matters are to be calculated
in connection with, Awards; (iv) determine the terms and conditions of any Award; (v) determine whether, to what extent, and under
what circumstances Awards may be settled or exercised in cash, Common Shares, other securities, other Awards or other property,
or canceled, forfeited, or suspended and the method or methods by which Awards may be settled, exercised, canceled, forfeited,
or suspended; (vi) determine whether, to what extent, and under what circumstances the delivery of cash, Common Shares, other securities,
other Awards or other property and other amounts payable with respect to an Award; (vii) interpret, administer, reconcile any inconsistency
in, settle any controversy regarding, correct any defect in and/or complete any omission in this Plan and any instrument or agreement
relating to, or Award granted under, this Plan; (viii) establish, amend, suspend, or waive any rules, conditions and regulations
and appoint such agents as the Committee shall deem appropriate for the proper administration of this Plan; (ix) accelerate the
vesting or exercisability of, payment for or lapse of restrictions on, Awards; and (x) make any other determination and take any
other action that the Committee deems necessary or desirable for the administration of this Plan.


 


(c)                
The Committee may delegate to one or more officers of the Company or any Affiliate the authority to act on behalf of the Committee
with respect to any matter, right, obligation, or election that is the responsibility of or that is allocated to the Committee
herein, and that may be so delegated as a matter of law, except for grants of Awards to persons (i) subject to Section 16 of the
Exchange Act or (ii) who are, or who are reasonably expected to be, “covered employees” for purposes of Section 162(m)
of the Code.


 


(d)                
Unless otherwise expressly provided in this Plan, all designations, determinations, interpretations, and other decisions under
or with respect to this Plan or any Award or any documents evidencing Awards granted pursuant to this Plan shall be within the
sole discretion of the Committee, may be made at any time and shall be final, conclusive and binding upon all persons or entities,
including, without limitation, the Company, any Affiliate, any Participant, any holder or beneficiary of any Award, and any stockholder
of the Company.


 


(e)                
No member of the Board, the Committee, delegate of the Committee or any employee, advisor or agent of the Company or the Board
or the Committee (each such person, an “Indemnifiable Person”) shall be liable for any action taken or
omitted to be taken or any determination made in good faith with respect to this Plan or any Award hereunder. Each Indemnifiable
Person shall be indemnified and held harmless by the Company against and from (and the Company shall pay or reimburse on demand
for) any loss, cost, liability, or expense (including attorneys’ fees) that may be imposed upon or incurred by such Indemnifiable
Person in connection with or resulting from any action, suit or proceeding to which such Indemnifiable Person may be a party or
in which such Indemnifiable Person may be involved by reason of any action taken or omitted to be taken under this Plan or any
Award agreement and against and from any and all amounts paid by such Indemnifiable Person with the Company’s approval, in
settlement thereof, or paid by such Indemnifiable Person in satisfaction of any judgment in any such action, suit or proceeding
against such Indemnifiable Person, provided, that the Company shall have the right, at its own expense, to assume and defend
any such action, suit or proceeding and once the Company gives notice of its intent to assume the defense, the Company shall have
sole control over such defense with counsel of the Company’s choice. The foregoing right of indemnification shall not be
available to an Indemnifiable Person to the extent that a final judgment or other final adjudication (in either case not subject
to further appeal) binding upon such Indemnifiable Person determines that the acts or omissions of such Indemnifiable Person giving
rise to the indemnification claim resulted from such Indemnifiable Person’s bad faith, fraud or willful criminal act or omission
or that such right of indemnification is otherwise prohibited by law or by the Company’s Certificate of Incorporation or
Bylaws. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such Indemnifiable
Persons may be entitled under the Company’s Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or
any other power that the Company may have to indemnify such Indemnifiable Persons or hold them harmless.


 



     

     


    




(f)Notwithstanding anything to the contrary
contained in this Plan, the Board may, in its sole discretion, at any time and from time to time, grant Awards and administer this
Plan with respect to such Awards. In any such case, the Board shall have all the authority granted to the Committee under this
Plan.


 


5.Grant of Awards; Shares Subject to this Plan;
Limitations.


 


(a)                
The Committee may, from time to time, grant Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Stock
Bonus Awards and/or Performance Compensation Awards to one or more Eligible Persons.


 


(b)                
Subject to Section 3 and Section 12 of this Plan, the Committee is initially authorized to issue under this Plan, during the period
ending on June 30, 2015, an aggregate of Seven Hundred Thousand (700,000) Common Shares. Additionally, commencing on the first
business day in fiscal year ending June 30, 2016 and on the first business day of each fiscal year thereafter while the Plan is
in effect, the maximum number of Common Shares available for issuance under this Plan during that fiscal year shall be increased
such that, as of such first business day, the maximum aggregate number of Common Shares available for issuance under this Plan
during that fiscal year shall be equal to Fifteen Percent (15%) of the number of total issued and outstanding Ordinary Shares of
the Company as recorded by the Company’s transfer agent on the last business day of the prior fiscal year. Each Common Share
subject to an Option or a Stock Appreciation Right will reduce the number of Common Shares available for issuance by one share,
and each Common Share underlying an Award of Restricted Stock, Restricted Stock Units, Stock Bonus Awards and Performance Compensation
Awards will reduce the number of Common Shares available for issuance by one share.


 


(c)                
Common Shares underlying Awards under this Plan that are forfeited, cancelled, expire unexercised or otherwise terminated or not
being issued shall be available again for Awards under this Plan during that fiscal year. Notwithstanding the foregoing, the following
Common Shares shall not be available again for Awards under the Plan: (i) shares tendered or held back upon the exercise of an
Option or settlement of an Award to cover the Exercise Price of an Award; (ii) shares that are used or withheld to satisfy tax
obligations of the Participant; and (iii) shares subject to a Stock Appreciation Right that are not issued in connection with the
stock settlement of the SAR upon exercise thereof.


 


(d)                
Common Shares delivered by the Company in settlement of Awards may be authorized and unissued shares, shares held in the treasury
of the Company, shares purchased on the open market or by private purchase, or a combination of the foregoing.


 


(e)Subject to compliance with Section 1.409A-3(f)
of the Treasury Regulations,


Awards may, in the sole discretion of the
Committee, be granted under this Plan in assumption of, or in substitution for, outstanding awards previously granted by an entity
acquired by the Company or with which the Company combines (“Substitute Awards”). The number of Common
Shares underlying any Substitute Awards shall be counted against the aggregate number of Common Shares available for Awards under
this Plan.


 


6.                  
Eligibility. Participation shall be limited to Eligible Persons who have entered into an Award agreement or who have received
written notification from the Committee, or from a person designated by the Committee, that they have been selected to participate
in this Plan.


 


7.                  
Options.


 


(a)                
Generally. Each Option granted under this Plan shall be evidenced by an Award agreement (whether in paper
or electronic medium (including email or the posting on a web site maintained by the Company or a third party under contract with
the Company)). Each Option so granted shall be subject to the conditions set forth in this Section 7, and to such other conditions
not inconsistent with this Plan as may be reflected in the applicable Award agreement. All Options granted under this Plan shall
be Nonqualified Stock Options unless the applicable Award agreement expressly states that the Option is intended to be an Incentive
Stock Option. Notwithstanding any designation of an Option, to the extent that the aggregate Fair Market Value of Common Shares
with respect to which Options designated as Incentive Stock Options are exercisable for the first time by any Participant during
any calendar year (under all plans of the Company or any Subsidiary) exceeds $100,000, such excess Options shall be treated as
Nonqualified Stock Options. Incentive Stock Options shall be granted only to Eligible Persons who are employees of the Company
and its Affiliates, and no Incentive Stock Option shall be granted to any Eligible Person who is ineligible to receive an Incentive
Stock Option under the Code. No Option shall be treated as an Incentive Stock Option unless this Plan has been approved by the
stockholders of the Company in a manner intended to comply with the stockholder approval requirements of Section 422(b)(1) of the
Code, provided that any Option intended to be an Incentive Stock Option shall not fail to be effective solely on account of a failure
to obtain such approval, but rather such Option shall be treated as a Nonqualified Stock Option unless and until such approval
is obtained. In the case of an Incentive Stock Option, the terms and conditions of such grant shall be subject to and comply with
such rules as may be prescribed by Section 422 of the Code. If for any reason an Option intended to be an Incentive Stock Option
(or any portion thereof) shall not qualify as an Incentive Stock Option, then, to the extent of such nonqualification, such Option
or portion thereof shall be regarded as a Nonqualified Stock Option appropriately granted under this Plan.


 



     

     


    

 





(b)                
Exercise Price. The exercise price (“Exercise Price”) per Common Share for each
Option shall not be less than 100% of the Fair Market Value of such share determined as of the Date of Grant; provided, however,
that in the case of an Incentive Stock Option granted to an employee who, at the time of the grant of such Option, owns shares
representing more than 10% of the voting power of all classes of shares of the Company or any Affiliate, the Exercise Price per
share shall not be less than 110% of the Fair Market Value per share on the Date of Grant; and, provided further, that notwithstanding
any provision herein to the contrary, the Exercise Price shall not be less than the par value per Common Share.


 


(c)                
Vesting and Expiration. Options shall vest and become exercisable in such manner and on such date or dates
determined by the Committee and as set forth in the applicable Award agreement, and shall expire after such period, not to exceed
ten (10) years from the Date of Grant, as may be determined by the Committee (the “Option Period”); provided,
however, that the Option Period shall not exceed five (5) years from the Date of Grant in the case of an Incentive Stock
Option granted to a Participant who on the Date of Grant owns shares representing more than 10% of the voting power
of all classes of shares of the Company or any Affiliate; and, provided, further, that notwithstanding any
vesting dates set by the Committee, the Committee may, in its sole discretion, accelerate the exercisability of any Option, which
acceleration shall not affect the terms and conditions of such Option other than with respect to exercisability. Unless otherwise
provided by the Committee in an Award agreement:


 


(i)            an Option shall vest and become exercisable with respect to 100% of the Common Shares subject to such Option on the third (3rd)
anniversary of the Date of Grant;


 


(ii)           the unvested portion of an Option shall expire upon termination of employment or service of the Participant granted the Option,
and the vested portion of such Option shall remain exercisable for:


 


(A)               
one year following termination of employment or service by reason of such Participant’s death or Disability (with the determination
of Disability to be made by the Committee on a case by case basis), but not later than the expiration of the Option Period;


 


(B)               
for directors, officers and employees of the Company only, for the remainder of the Option Period following termination of employment
or service by reason of such Participant’s Retirement (it being understood that any Incentive Stock Option held by the Participant
shall be treated as a Nonqualified Stock Option if exercise is not undertaken within 90 days of the date of Retirement);


 


(C)               
90 calendar days following termination of employment or service for any reason other than such Participant’s death, Disability
or Retirement, and other than such Participant’s termination of employment or service for Cause, but not later than the expiration
of the Option Period; and


(iii)both the unvested and the vested portion
of an Option shall immediately expire upon the termination of the Participant’s employment or service by the Company for
Cause.


 


(d)                Method
of Exercise and Form of Payment. No Common Shares shall be delivered pursuant to any exercise of an Option until
payment in full of the Exercise Price therefor is received by the Company and the Participant has paid to the Company an amount
equal to any federal, state, local and non-U.S. income and employment taxes required to be withheld. Options that have become exercisable
may be exercised by delivery of written or electronic notice of exercise to the Company in accordance with the terms of the Award
agreement accompanied by payment of the Exercise Price. The Exercise Price shall be payable (i) in cash, check (subject to collection),
or at consent of the Committee, in cash equivalent and/or Common Shares that the Participant has owned for at least six months
(valued at the Closing Price at the time the Option is exercised, including, pursuant to procedures approved by the Committee,
by means of attestation of ownership of a sufficient number of Common Shares in lieu of actual delivery of such shares to the Company);
provided, however, that such Common Shares are not subject to any pledge or other security interest and are Mature
Shares and; (ii) by such other method as the Committee may permit in accordance with applicable law, in its sole discretion, including
without limitation: (A) in other property having a fair market value (as determined by the Committee in its discretion) on the
date of exercise equal to the Exercise Price or (B) if there is a public market for the Common Shares at such time, by means of
a broker-assisted “cashless exercise” pursuant to which the Company is delivered a copy of irrevocable instructions
to a stockbroker to sell the Common Shares otherwise deliverable upon the exercise of the Option and to deliver promptly to the
Company an amount equal to the Exercise Price or (C) by a “net exercise” method whereby the Company withholds from
the delivery of the Common Shares for which the Option was exercised that number of Common Shares having a Closing Price equal
to the aggregate Exercise Price for the Common Shares for which the Option was exercised. Any fractional Common Shares shall be
settled in cash.


 



     

     


    




(e)              
Notification upon Disqualifying Disposition of an Incentive Stock Option. Each Participant awarded an Incentive
Stock Option under this Plan shall notify the Company in writing immediately after the date he makes a disqualifying disposition
of any Common Shares acquired pursuant to the exercise of such Incentive Stock Option. A disqualifying disposition is any disposition
(including, without limitation, any sale) of such Common Shares before the later of (A) two years after the Date of Grant of the
Incentive Stock Option or (B) one year after the date of exercise of the Incentive Stock Option. The Company may, if determined
by the Committee and in accordance with procedures established by the Committee, retain possession of any Common Shares acquired
pursuant to the exercise of an Incentive Stock Option as agent for the applicable Participant until the end of the period described
in the preceding sentence.


 


(f)              
Compliance With Laws, etc. Notwithstanding the foregoing, in no event shall a Participant be permitted to
exercise an Option in a manner that the Committee determines would violate the Sarbanes-Oxley Act of 2002, if applicable, or any
other applicable law or the applicable rules and regulations of the Securities and Exchange Commission or the applicable rules
and regulations of any securities exchange or inter-dealer quotation system on which the securities of the Company are listed or
traded.


 


8.Stock Appreciation Rights.


 


(a)             
Generally. Each SAR granted under this Plan shall be evidenced by an Award agreement (whether in paper or
electronic medium (including email or the posting on a web site maintained by the Company or a third party under contract with
the Company)). Each SAR so granted shall be subject to the conditions set forth in this Section 8, and to such other conditions
not inconsistent with this Plan as may be reflected in the applicable Award agreement. Any Option granted under this Plan may include
tandem SARs. The Committee also may award SARs to Eligible Persons independent of any Option.


 


(b)             
Vesting and Expiration. A SAR granted in connection with an Option shall become exercisable and shall expire
according to the same vesting schedule and expiration provisions as the corresponding Option. A SAR granted independent of an Option
shall vest and become exercisable and shall expire in such manner and on such date or dates determined by the Committee and shall
expire after such period, not to exceed ten years, as may be determined by the Committee (the “SAR Period”);
provided, however, that notwithstanding any vesting dates set by the Committee, the Committee may, in its sole discretion,
accelerate the exercisability of any SAR, which acceleration shall not affect the terms and conditions of such SAR other than with
respect to exercisability. Unless otherwise provided by the Committee in an Award agreement:


 


(i)            a SAR shall vest and become exercisable with respect to 100% of the Common Shares subject to such SAR on the third anniversary
of the Date of Grant;


 


(ii)           the unvested portion of a SAR shall expire upon termination of employment or service of the Participant granted the SAR, and the
vested portion of such SAR shall remain exercisable for:


 



     

     


    




(A)               
one year following termination of employment or service by reason of such Participant’s death or Disability (with the determination
of Disability to be made by the Committee on a case by case basis), but not later than the expiration of the SAR Period;


 


(B)               
for directors, officers and employees of the Company only, for the remainder of the SAR Period following termination of employment
or service by reason of such Participant’s Retirement; 


 


(C) 90 calendar days following termination
of employment or service for any reason other than such Participant’s death, Disability or Retirement, and other than such
Participant’s termination of employment or service for Cause, but not later than the expiration of the SAR Period; and


(iii) both the unvested and the
vested portion of a SAR shall expire immediately upon the termination of the Participant’s employment or service by the
Company for Cause.


 


(C)               
Method of Exercise. SARs that have become exercisable may be exercised by delivery of written or electronic
notice of exercise to the Company in accordance with the terms of the Award, specifying the number of SARs to be exercised and
the date on which such SARs were awarded. Notwithstanding the foregoing, if on the last day of the Option Period (or in the case
of a SAR independent of an option, the SAR Period), the Closing Price exceeds the Strike Price, the Participant has not exercised
the SAR or the corresponding Option (if applicable), and neither the SAR nor the corresponding Option (if applicable) has expired,
such SAR shall be deemed to have been exercised by the Participant on such last day and the Company shall make the appropriate
payment therefor.


 


(D)               
Payment. Upon the exercise of a SAR, the Company shall pay to the Participant an amount equal to the number
of shares subject to the SAR that are being exercised multiplied by the excess, if any, of the Closing Price of one Common Share
on the exercise date over the Strike Price, less an amount equal to any federal, state, local and non-U.S. income and employment
taxes required to be withheld. The Company shall pay such amount in cash, in Common Shares valued at fair market value, or any
combination thereof, as determined by the Committee. Any fractional Common Share shall be settled in cash.


 


9.Restricted Stock and Restricted Stock Units.


 


(a)                
Generally. Each grant of Restricted Stock and Restricted Stock Units shall be evidenced by an Award agreement
(whether in paper or electronic medium (including email or the posting on a web site maintained by the Company or a third party
under contract with the Company)). Each such grant shall be subject to the conditions set forth in this Section 9, and to such
other conditions not inconsistent with this Plan as may be reflected in the applicable Award agreement.


 


(b)                
Restricted Accounts; Escrow or Similar Arrangement. Upon the grant of Restricted Stock, a book entry in a
restricted account shall be established in the Participant’s name at the Company’s transfer agent and, if the Committee
determines that the Restricted Stock shall be held by the Company or in escrow rather than held in such restricted account pending
the release of the applicable restrictions, the Committee may require the Participant to additionally execute and deliver to the
Company (i) an escrow agreement satisfactory to the Committee, if applicable, and (ii) the appropriate share power (endorsed in
blank) with respect to the Restricted Stock covered by such agreement. If a Participant shall fail to execute an agreement evidencing
an Award of Restricted Stock and, if applicable, an escrow agreement and blank share power within the amount of time specified
by the Committee, the Award shall be null and void ab initio. Subject to the restrictions set forth in this Section 9 and
the applicable Award agreement, the Participant generally shall have the rights and privileges of a stockholder as to such Restricted
Stock, including without limitation the right to vote such Restricted Stock and the right to receive dividends, if applicable.
To the extent shares of Restricted Stock are forfeited, any share certificates issued to the Participant evidencing such shares
shall be returned to the Company, and all rights of the Participant to such shares and as a stockholder with respect thereto shall
terminate without further obligation on the part of the Company.


 


(c)                
Vesting; Acceleration of Lapse of Restrictions. Unless otherwise provided by the Committee in an Award agreement,
the unvested portion of Restricted Stock and Restricted Stock Units shall terminate and be forfeited upon termination
of employment or service of the Participant granted the applicable Award.


 



     

     


    




(d)                
Delivery of Restricted Stock and Settlement
of Restricted Stock Units. (i) Upon


the expiration of the Restricted Period
with respect to any shares of Restricted Stock, the restrictions set forth in the applicable certificate shall be of no further
force or effect with respect to such shares, except as set forth in the applicable Award agreement. If an escrow arrangement is
used, upon such expiration, the Company shall deliver to the Participant, or his beneficiary, without charge, the share certificate
evidencing the shares of Restricted Stock that have not then been forfeited and with respect to which the Restricted Period has
expired (rounded down to the nearest full share). Dividends, if any, that may have been withheld by the Committee and attributable
to any particular share of Restricted Stock shall be distributed to the Participant in cash or, at the sole discretion of the Committee,
in Common Shares having a Closing Price equal to the amount of such dividends, upon the release of restrictions on such share and,
if such share is forfeited, the Participant shall have no right to such dividends (except as otherwise set forth by the Committee
in the applicable Award agreement).


 


(ii)           Unless otherwise provided by the Committee
in an Award agreement, upon the expiration of the Restricted Period with respect to any outstanding Restricted Stock Units, the
Company shall deliver to the Participant, or his beneficiary, without charge, one Common Share for each such outstanding Restricted
Stock Unit; provided, however, that the Committee may, in its sole discretion and subject to the requirements
of Section 409A of the Code, elect to (i) pay cash or part cash and part Common Share in lieu of delivering only Common Shares
in respect of such Restricted Stock Units or (ii) defer the delivery of Common Shares (or cash or part Common Shares and part
cash, as the case may be) beyond the expiration of the Restricted Period if such delivery would result in a violation of applicable
law until such time as is no longer the case. If a cash payment is made in lieu of delivering Common Shares, the amount of such
payment shall be equal to the Closing Price of the Common Shares as of the date on which the Restricted Period lapsed with respect
to such Restricted Stock Units, less an amount equal to any federal, state, local and non-U.S. income and employment taxes required
to be withheld.


 


10.Stock Bonus Awards. The Committee may
issue unrestricted Common Shares, or other


Awards denominated in Common Shares, under
this Plan to Eligible Persons, either alone or in tandem with other awards, in such amounts as the Committee shall from time to
time in its sole discretion determine. Each Stock Bonus Award granted under this Plan shall be evidenced by an Award agreement
(whether in paper or electronic medium (including email or the posting on a web site maintained by the Company or a third party
under contract with the Company)). Each Stock Bonus Award so granted shall be subject to such conditions not inconsistent with
this Plan as may be reflected in the applicable Award agreement.


 


11.Performance Compensation Awards.


 


(a)                
Generally. The Committee shall have the authority, at the time of grant of any Award described in Sections
7 through 10 of this Plan, to designate such Award as a Performance Compensation Award intended to qualify as “performance-based
compensation” under Section 162(m) of the Code. The Committee shall have the authority to make an award of a cash bonus to
any Participant and designate such Award as a Performance Compensation Award intended to qualify as “performance-based compensation”
under Section 162(m) of the Code.


 


(b)                
Discretion of Committee with Respect to Performance Compensation Awards. With regard to a particular Performance
Period, the Committee shall have sole discretion to select the length of such Performance Period, the type(s) of Performance Compensation
Awards to be issued, the Performance Criteria that will be used to establish the Performance Goal(s), the kind(s) and/or level(s)
of the Performance Goals(s) that is (are) to apply and the Performance Formula. Within the first 90 calendar days of a Performance
Period (or, if longer or shorter, within the maximum period allowed under Section 162(m) of the Code, if applicable), the Committee
shall, with regard to the Performance Compensation Awards to be issued for such Performance Period, exercise its discretion with
respect to each of the matters enumerated in the immediately preceding sentence and record the same in writing.


 


(c)                
Performance Criteria. The Performance Criteria that will be used to establish the Performance Goal(s) shall
be based on the attainment of specific levels of performance of the Company and/or one or more Affiliates, divisions or operational
units, or any combination of the foregoing, as determined by the Committee. Any one or more of the Performance Criteria adopted
by the Committee may be used on an absolute or relative basis to measure the performance of the Company and/or one or more Affiliates
as a whole or any business unit(s) of the Company and/or one or more Affiliates or any combination thereof, as the Committee may
deem appropriate, or any of the above Performance Criteria may be compared to the performance of a selected group of comparison
companies, or a published or special index that the Committee, in its sole discretion, deems appropriate, or as compared to various
stock market indices. The Committee also has the authority to provide for accelerated vesting of any Award based on the achievement
of Performance Goals pursuant to the Performance Criteria specified in this paragraph. To the extent required under Section 162(m)
of the Code, the Committee shall, within the first 90 calendar days of a Performance Period (or, if longer or shorter, within the
maximum period allowed under Section 162(m) of the Code), define in an objective fashion the manner of calculating the Performance
Criteria it selects to use for such Performance Period and thereafter promptly communicate such Performance Criteria to the Participant.


 



     

     


    




 


(d)                
Modification of Performance Goal(s). In the event that applicable tax and/or securities laws change to permit
Committee discretion to alter the governing Performance Criteria without obtaining stockholder approval of such alterations, the
Committee shall have sole discretion to make such alterations without obtaining stockholder approval. The Committee is authorized
at any time during the first 90 calendar days of a Performance Period (or, if longer or shorter, within the maximum period allowed
under Section 162(m) of the Code, if applicable), or at any time thereafter to the extent the exercise of such authority at such
time would not cause the Performance Compensation Awards granted to any Participant for such Performance Period to fail to qualify
as “performance-based compensation” under Section 162(m) of the Code, in its sole discretion, to adjust or modify the
calculation of a Performance Goal for such Performance Period, based on and in order to appropriately reflect the following events:
(i) asset write-downs; (ii) litigation or claim judgments or settlements; (iii) the effect of changes in tax laws, accounting principles,
or other laws or regulatory rules affecting reported results; (iv) any reorganization and restructuring programs; (v) extraordinary
nonrecurring items as described in Accounting Principles Board Opinion No. 30 (or any successor pronouncement thereto) and/or in
management’s discussion and analysis of financial condition and results of operations appearing in the Company’s
annual report to stockholders for the applicable year; (vi) acquisitions or divestitures;


 


(vii)  any other specific unusual or nonrecurring events,
or objectively determinable category thereof;


(viii)  foreign
exchange gains and losses; and (ix) a change in the Company’s fiscal year.


 


(e)Payment of Performance Compensation Awards.


 


(i)                  
Condition to Receipt of Payment. Unless otherwise provided in the applicable Award agreement, a Participant
must be employed by the Company on the last day of a Performance Period to be eligible for payment in respect of a Performance
Compensation Award for such Performance Period.


 


(ii)                
Limitation. A Participant shall be eligible to receive payment in respect of a Performance Compensation Award
only to the extent that: (A) the Performance Goals for such period are achieved; and (B) all or some of the portion of such Participant’s
Performance Compensation Award has been earned for the Performance Period based on the application of the Performance Formula to
such achieved Performance Goals.


 


(iii)               
Certification. Following the completion of a Performance Period, the Committee shall review and certify in
writing whether, and to what extent, the Performance Goals for the Performance Period have been achieved and, if so, calculate
and certify in writing that amount of the Performance Compensation Awards earned for the period based upon the Performance Formula.
The Committee shall then determine the amount of each Participant’s Performance Compensation Award actually payable for the
Performance Period and, in so doing, may apply Negative Discretion.


 


(iv)              
Use of Negative Discretion. In determining the actual amount of an individual Participant’s Performance
Compensation Award for a Performance Period, the Committee may reduce or eliminate the amount of the Performance Compensation Award
earned under the Performance Formula in the Performance Period through the use of Negative Discretion if, in its sole judgment,
such reduction or elimination is appropriate. The Committee shall not have the discretion, except as is otherwise provided in this
Plan, to (A) grant or provide payment in respect of Performance Compensation Awards for a Performance Period if the Performance
Goals for such Performance Period have not been attained; or (B) increase a Performance Compensation Award above the applicable
limitations set forth in Section 5 of this Plan.


 


(f)Timing of Award Payments.
Performance Compensation Awards granted for a Performance Period shall be paid to Participants as soon as administratively practicable
following completion of the certifications required by this Section 11, but in no event later than two-and-one-half months following
the end of the fiscal year during which the Performance Period is completed in order to comply with the short-term deferral rules
under Section 1.409A-1(b)(4) of the Treasury Regulations. Notwithstanding the foregoing, payment of a Performance Compensation
Award may be delayed, as permitted by Section 1.409A-2(b)(7)(i) of the Treasury Regulations, to the extent that the Company reasonably
anticipates that if such payment were made as scheduled, the Company’s tax deduction with respect to such payment would
not be permitted due to the application of Section 162(m) of the Code.


 



     

     


    




 


12.Changes
in Capital Structure and Similar Events. In the event of (a) any dividend or other distribution (whether in the form of cash,
Common Shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger,
amalgamation, consolidation, split-up, split-off, combination, repurchase or exchange of Common Shares or other securities of
the Company, issuance of warrants or other rights to acquire Common Shares or other securities of the Company, or other similar
corporate transaction or event (including, without limitation, a Change in Control) that affects the Common Shares, or (b) unusual
or nonrecurring events (including, without limitation, a Change in Control) affecting the Company, any Affiliate, or the financial
statements of the Company or any Affiliate, or changes in applicable rules, rulings, regulations or other requirements of any
governmental body or securities exchange or inter-dealer quotation system, accounting principles or law, such that in either case
an adjustment is determined by the Committee in its sole discretion to be necessary or appropriate, then the Committee shall make
any such adjustments that are equitable, including without limitation any or all of the following:


 


(i)               
adjusting any or all of (A) the number of Common Shares or other securities of the Company (or number and kind of other securities
or other property) that may be delivered in respect of Awards or with respect to which Awards may be granted under this Plan (including,
without limitation, adjusting any or all of the limitations under Section 5 of this Plan) and (B) the terms of any outstanding
Award, including, without limitation, (1) the number of Common Shares or other securities of the Company (or number and kind of
other securities or other property) subject to outstanding Awards or to which outstanding Awards relate, (2) the Exercise Price
or Strike Price with respect to any Award or (3) any applicable performance measures (including, without limitation, Performance
Criteria and Performance Goals);


 


(ii)              
providing for a substitution or assumption of Awards, accelerating the exercisability of, lapse of restrictions on, or termination
of, Awards or providing for a period of time for exercise prior to the occurrence of such event; and


 


(iii)            
subject to the requirements of Section 409A of the Code, canceling any one or more outstanding Awards and causing to be paid to
the holders thereof, in cash, Common Shares, other securities or other property, or any combination thereof, the value of such
Awards, if any, as determined by the Committee (which if applicable may be based upon the price per Common Share received or to
be received by other stockholders of the Company in such event), including without limitation, in the case of an outstanding Option
or SAR, a cash payment in an amount equal to the excess, if any, of the fair market value (as of a date specified by the Committee)
of the Common Shares subject to such Option or SAR over the aggregate Exercise Price or Strike Price of such Option or SAR, respectively
(it being understood that, in such event, any Option or SAR having a per share Exercise Price or Strike Price equal to, or in excess
of, the fair market value of a Common Share subject thereto may be canceled and terminated without any payment or consideration
therefor);


 


provided, however,
that in the case of any “equity restructuring” (within the meaning of the Financial Accounting Standards Board Statement
of Financial Accounting Standards No. 123 (revised 2004) or ASC Topic 718, or any successor thereto), the Committee shall make
an equitable or proportionate adjustment to outstanding Awards to reflect such equity restructuring. Any adjustment in Incentive
Stock Options under this Section 12 (other than any cancellation of Incentive Stock Options) shall be made only to the extent not
constituting a “modification” within the meaning of Section 424(h)(3) of the Code, and any adjustments under this Section
12 shall be made in a manner that does not adversely affect the exemption provided pursuant to Rule 16b-3 under the Exchange Act.
The Company shall give each Participant notice of an adjustment hereunder and, upon notice, such adjustment shall be conclusive
and binding for all purposes.


 


13.Effect
of Change in Control. Except to the extent otherwise provided in an Award agreement or as determined by the Committee in its
sole discretion, in the event of a Change in Control, notwithstanding any provision of this Plan to the contrary, with respect
to all or any portion of a particular outstanding Award or Awards:


 






     

     


    

 


(b)                 the
Restricted Period may expire as of a time prior to the Change in Control notwithstanding any provision of this Plan to the
contrary, with respect to all or any portion of a particular outstanding Award or Awards:


 





(a)                all of the then outstanding Options and SARs
may immediately vest and may become immediately exercisable as of a time prior to the Change in Control; (including without limitation
a waiver of any applicable Performance Goals);







 


(c)                Performance Periods in effect on the date the
Change in Control occurs may end on such date, and the Committee (i) shall determine the extent to which Performance Goals with
respect to each such Performance Period have been met based upon such audited or unaudited financial information or other information
then available as it deems relevant and (ii) may cause the Participant to receive partial or full payment of Awards for each such
Performance Period based upon the Committee’s determination of the degree of attainment of the Performance Goals, or assuming
that the applicable “target” levels of performance have been attained or on such other basis determined by the Committee.


 


To the extent practicable,
any actions taken by the Committee under the immediately preceding clauses (a) through (c) shall occur in a manner and at a time
which allows affected Participants the ability to participate in the Change in Control transactions with respect to the Common
Shares subject to their Awards. In the event no action is taken by the Committee to allow for the changes set forth in immediately
preceding clauses (a) through (c), then no changes to the Award shall be effected.


 


14.Amendments and Termination.


 


(a)                
Amendment and Termination of this Plan. The Board may amend, alter, suspend, discontinue, or terminate this
Plan or any portion thereof at any time; provided, that (i) no amendment to the definition of Eligible Employee in Section
2, Section 5(i), Section 11(c) or Section 14(b) (to the extent required by the proviso in such Section 14(b)) shall be made without
stockholder approval and (ii) no such amendment, alteration, suspension, discontinuation or termination shall be made without stockholder
approval if such approval is necessary to comply with any tax or regulatory requirement applicable to this Plan (including, without
limitation, as necessary to comply with any rules or requirements of any securities exchange or inter-dealer quotation system on
which the Common Shares may be listed or quoted or to prevent the Company from being denied a tax deduction under Section 162(m)
of the Code); and, provided, further, that any such amendment, alteration, suspension, discontinuance or termination
that would materially and adversely affect the rights of any Participant or any holder or beneficiary of any Award theretofore
granted shall not to that extent be effective without the prior written consent of the affected Participant, holder or beneficiary.


 


(b)                
Amendment of Award Agreements. The Committee may, to the extent consistent with the terms of any applicable
Award agreement, waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate,
any Award theretofore granted or the associated Award agreement, prospectively or retroactively; provided, however
that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially and
adversely affect the rights of any Participant with respect to any Award theretofore granted shall not to that extent be effective
without the consent of the affected Participant; and, provided, further, that without stockholder approval,
except as otherwise permitted under Section 12 of this Plan, (i) no amendment or modification may reduce the Exercise Price of
any Option or the Strike Price of any SAR, (ii) the Committee may not cancel any outstanding Option or SAR and replace it with
a new Option or SAR, another Award or cash or take any action that would have the effect of treating such Award as a new Award
for tax or accounting purposes and (iii) the Committee may not take any other action that is considered a “repricing”
for purposes of the stockholder approval rules of the applicable securities exchange or inter-dealer quotation system on which
the Common Shares are listed or quoted.


 


15.General.


 


(a)                
Award Agreements. Each Award under this Plan shall be evidenced by an Award agreement, which shall be delivered
to the Participant (whether in paper or electronic medium (including email or the posting on a web site maintained by the Company
or a third party under contract with the Company)) and shall specify the terms and conditions of the Award and any rules applicable
thereto, including without limitation, the effect on such Award of the death, Disability or termination of employment or service
of a Participant, or of such other events as may be determined by the Committee. The Company’s failure to specify any term
of any Award in any particular Award agreement shall not invalidate such term, provided such terms was duly adopted by the Board
or the Committee.


 






     

     


    

  


(b)                
Nontransferability; Trading Restrictions.


 


(i)                  
Each Award shall be exercisable only by a Participant during the Participant’s lifetime, or, if permissible under applicable
law, by the Participant’s legal guardian or representative. No Award may be assigned, alienated, pledged, attached, sold
or otherwise transferred or encumbered by a Participant other than by will or by the laws of descent and distribution and any such
purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the
Company or an Affiliate; provided that the designation of a beneficiary shall not constitute an assignment, alienation, pledge,
attachment, sale, transfer or encumbrance.


 


(ii)                
Notwithstanding the foregoing, the Committee may, in its sole discretion, permit Awards (other than Incentive Stock Options) to
be transferred by a Participant, with or without consideration, subject to such rules as the Committee may adopt consistent with
any applicable Award agreement to preserve the purposes of this Plan, to: (A) any person who is a “family member” of
the Participant, as such term is used in the instructions to Form S-8 under the Securities Act (collectively, the “Immediate
Family Members”); (B) a trust solely for the benefit of the Participant and his or her Immediate Family Members;
or (C) a partnership or limited liability company whose only partners or stockholders are the Participant and his or her Immediate
Family Members; or (D) any other transferee as may be approved either (I) by the Board or the Committee in its sole discretion,
or (II) as provided in the applicable Award agreement (each transferee described in clauses (A), (B) (C) and (D) above is hereinafter
referred to as a “Permitted Transferee”); provided, that the Participant gives the Committee advance
written notice describing the terms and conditions of the proposed transfer and the Committee notifies the Participant in writing
that such a transfer would comply with the requirements of this Plan.


 


(iii)               
The terms of any Award transferred in accordance with the immediately preceding sentence shall apply to the Permitted Transferee
and any reference in this Plan, or in any applicable Award agreement, to a Participant shall be deemed to refer to the Permitted
Transferee, except that (A) Permitted Transferees shall not be entitled to transfer any Award, other than by will or the laws of
descent and distribution; (B) Permitted Transferees shall not be entitled to exercise any transferred Option unless there shall
be in effect a registration statement on an appropriate form covering the Common Shares to be acquired pursuant to the exercise
of such Option if the Committee determines, consistent with any applicable Award agreement, that such a registration statement
is necessary or appropriate; (C) the Committee or the Company shall not be required to provide any notice to a Permitted Transferee,
whether or not such notice is or would otherwise have been required to be given to the Participant under this Plan or otherwise;
and (D) the consequences of the termination of the Participant’s employment by, or services to, the Company or an Affiliate
under the terms of this Plan and the applicable Award agreement shall continue to be applied with respect to the Participant, including,
without limitation, that an Option shall be exercisable by the Permitted Transferee only to the extent, and for the periods, specified
in this Plan and the applicable Award agreement.


 


(iv)                  The Committee shall have the right, either on an Award-by-Award basis or as a matter of policy for all Awards or one or more classes
of Awards, to condition the delivery of vested Common Shares received in connection with such Award on the Participant’s
agreement to such restrictions as the Committee may determine.


 


(c)Tax Withholding.


 


(i)                  
A Participant shall be required to pay to the Company or any Affiliate, or the Company or any Affiliate shall have the right and
is hereby authorized to withhold, from any cash, Common Shares, other securities or other property deliverable under any Award
or from any compensation or other amounts owing to a Participant, the amount (in cash, Common Shares, other securities or other
property) of any required withholding taxes in respect of an Award, its exercise, or any payment or transfer under an Award or
under this Plan and to take such other action as may be necessary in the opinion of the Committee or the Company to satisfy all
obligations for the payment of such withholding and taxes.


 



     

     


    




 


(ii)                
Without limiting the generality of clause (i) above, the Committee may, in its sole discretion, permit a Participant to satisfy,
in whole or in part, the foregoing withholding liability by (A) the delivery of Common Shares (which are not subject to any pledge
or other security interest and are Mature Shares) owned by the Participant having a fair market value equal to such withholding
liability or (B) having the Company withhold from the number of Common Shares otherwise issuable or deliverable pursuant to the
exercise or settlement of the Award a number of shares with a fair market value equal to such withholding liability (but no more
than the minimum required statutory withholding liability).


 


(d)                No
Claim to Awards; No Rights to Continued Employment; Waiver. No employee of the Company or an Affiliate, or other
person, shall have any claim or right to be granted an Award under this Plan or, having been selected for the grant of an Award,
to be selected for a grant of any other Award. There is no obligation for uniformity of treatment of Participants or holders or
beneficiaries of Awards. The terms and conditions of Awards and the Committee’s determinations and interpretations with
respect thereto need not be the same with respect to each Participant and may be made selectively among Participants, whether
or not such Participants are similarly situated. Neither this Plan nor any action taken hereunder shall be construed as giving
any Participant any right to be retained in the employ or service of the Company or an Affiliate, nor shall it be construed as
giving any Participant any rights to continued service on the Board. The Company or any of its Affiliates may at any time dismiss
a Participant from employment or discontinue any consulting relationship, free from any liability or any claim under this Plan,
unless otherwise expressly provided in this Plan or any Award agreement. By accepting an Award under this Plan, a Participant
shall thereby be deemed to have waived any claim to continued exercise or vesting of an Award or to damages or severance entitlement
related to non-continuation of the Award beyond the period provided under this Plan or any Award agreement, notwithstanding any
provision to the contrary in any written employment contract or other agreement between the Company and its Affiliates and the
Participant, whether any such agreement is executed before, on or after the Date of Grant.


 


(e)                International
Participants. With respect to Participants who reside or work outside of the United States of America and who are
not (and who are not expected to be) “covered employees” within the meaning of Section 162(m) of the Code, the Committee
may in its sole discretion amend the terms of this Plan or outstanding Awards (or establish a sub-plan) with respect to such Participants
in order to conform such terms with the requirements of local law or to obtain more favorable tax or other treatment for a Participant,
the Company or its Affiliates.


 


(f)                Designation
and Change of Beneficiary. Each Participant may file with the Committee a written designation of one or more persons
as the beneficiary(ies) who shall be entitled to receive the amounts payable with respect to an Award, if any, due under this
Plan upon his or her death. A Participant may, from time to time, revoke or change his or her beneficiary designation without
the consent of any prior beneficiary by filing a new designation with the Committee. The last such designation filed with the
Committee shall be controlling; provided, however, that no designation, or change or revocation thereof,
shall be effective unless received by the Committee prior to the Participant’s death, and in no event shall it be effective
as of a date prior to such receipt. If no beneficiary designation is filed by a Participant, the beneficiary shall be deemed to
be his or her spouse or, if the Participant is unmarried at the time of death, his or her estate. Upon the occurrence of a Participant’s
divorce (as evidenced by a final order or decree of divorce), any spousal designation previously given by such Participant shall
automatically terminate.


 


(g)                
Termination of Employment/Service. Unless determined otherwise by the Committee at any point following such
event: (i) neither a temporary absence from employment or service due to illness, vacation or leave of absence nor a transfer from
employment or service with the Company to employment or service with an Affiliate (or vice-versa) shall be considered a termination
of employment or service with the Company or an Affiliate; and (ii) if a Participant’s employment with the Company and its
Affiliates terminates, but such Participant continues to provide services to the Company and its Affiliates in a non-employee capacity
(or vice-versa), such change in status shall not be considered a termination of employment with the Company or an Affiliate.


 


(h)                
No Rights as a Stockholder. Except as otherwise specifically provided in this Plan or any Award agreement,
no person shall be entitled to the privileges of ownership in respect of Common Shares that are subject to Awards hereunder until
such shares have been issued or delivered to that person.


 


(i)                  
Government and Other Regulations.


 


(i)The obligation of the Company to settle Awards
in Common Shares or other consideration shall be subject to
all applicable laws, rules, and regulations, and to such approvals by governmental agencies as may be required. Notwithstanding
any terms or conditions of any Award to the contrary, the Company shall be under no obligation to offer to sell or to sell, and
shall be prohibited from offering to sell or selling, any Common Shares pursuant to an Award unless such shares have been properly
registered for sale pursuant to the Securities Act with the Securities and Exchange Commission or unless the Company has received
an opinion of counsel, satisfactory to the Company, that such shares may be offered or sold without such registration pursuant
to an available exemption therefrom and the terms and conditions of such exemption have been fully complied with. The Company shall
be under no obligation to register for sale under the Securities Act any of the Common Shares to be offered or sold under this
Plan. The Committee shall have the authority to provide that all certificates for Common Shares or other securities of the Company
or any Affiliate delivered under this Plan shall be subject to such stop transfer orders and other restrictions as the Committee
may deem advisable under this Plan, the applicable Award agreement, the federal securities laws, or the rules, regulations and
other requirements of the Securities and Exchange Commission, any securities exchange or inter-dealer quotation system upon which
such shares or other securities are then listed or quoted and any other applicable federal, state, local or non-U.S. laws, and,
without limiting the generality of Section 9 of this Plan, the Committee may cause a legend or legends to be put on any such certificates
to make appropriate reference to such restrictions. Notwithstanding any provision in this Plan to the contrary, the Committee reserves
the right to add any additional terms or provisions to any Award granted under this Plan that it in its sole discretion deems necessary
or advisable in order that such Award complies with the legal requirements of any governmental entity to whose jurisdiction the
Award is subject.


 


(ii)The Committee may cancel an Award or any
portion thereof if it determines, in its sole discretion, that legal or contractual restrictions and/or blockage and/or other
market considerations would make the Company’s acquisition of Common Shares from the public markets, the Company’s
issuance of Common Shares to the Participant, the Participant’s acquisition of Common Shares from the Company and/or the
Participant’s sale of Common Shares to the public markets, illegal, impracticable or inadvisable. If the Committee determines
to cancel all or any portion of an Award in accordance with the foregoing, unless doing so would violate Section 409A of the Code,
the Company shall pay to the Participant an amount equal to the excess of (A) the aggregate fair market value of the Common Shares
subject to such Award or portion thereof canceled (determined as of the applicable exercise date, or the date that the shares
would have been vested or delivered, as applicable), over (B) the aggregate Exercise Price or Strike Price (in the case of an
Option or SAR, respectively) or any amount payable as a condition of delivery of Common Shares (in the case of any other Award).
Such amount shall be delivered to the Participant as soon as practicable following the cancellation of such Award or portion thereof.
The Committee shall have the discretion to consider and take action to mitigate the tax consequence to the Participant in cancelling
an Award in accordance with this clause.


 


(j)                 
Payments to Persons Other Than Participants. If the Committee shall find that any person to whom any amount
is payable under this Plan is unable to care for his affairs because of illness or accident, or is a minor, or has died, then any
payment due to such person or his estate (unless a prior claim therefor has been made by a duly appointed legal representative)
may, if the Committee so directs the Company, be paid to his spouse, child, relative, an institution maintaining or having custody
of such person, or any other person deemed by the Committee to be a proper recipient on behalf of such person otherwise entitled
to payment. Any such payment shall be a complete discharge of the liability of the Committee and the Company therefor.


 


(k)                
Nonexclusivity of this Plan. Neither the adoption of this Plan by the Board nor the submission of this Plan
to the stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board to adopt
such other incentive arrangements as it may deem desirable, including, without limitation, the granting of stock options or other
equity-based awards otherwise than under this Plan, and such arrangements may be either applicable generally or only in specific
cases.


 


(l)                  
No Trust or Fund Created. Neither this Plan nor any Award shall create or be construed to create a trust or
separate fund of any kind or a fiduciary relationship between the Company or any Affiliate, on the one hand, and a Participant
or other person or entity, on the other hand. No provision of this Plan or any Award shall require the Company, for the purpose
of satisfying any obligations under this Plan, to purchase assets or place any assets in a trust or other entity to which contributions
are made or otherwise to segregate any assets, nor shall the Company maintain separate bank accounts, books, records or other evidence
of the existence of a segregated or separately maintained or administered fund for such purposes. Participants shall have no rights
under this Plan other than as general unsecured creditors of the Company, except that insofar as they may have become entitled
to payment of additional compensation by performance of services, they shall have the same rights as other employees under general
law.


 



     

     


    




 


(m)              
Reliance on Reports. Each member of the Committee and each member of the Board shall be fully justified in
acting or failing to act, as the case may be, and shall not be liable for having so acted or failed to act in good faith, in reliance
upon any report made by the independent public accountant of the Company and its Affiliates and/or any other information furnished
in connection with this Plan by any agent of the Company or the Committee or the Board, other than himself.


 


(n)             
Relationship to Other Benefits. No payment under this Plan shall be taken into account in determining any
benefits under any pension, retirement, profit sharing, group insurance or other benefit plan of the Company except as otherwise
specifically provided in such other plan.


 


(o)             
Governing Law. The Plan shall be governed by and construed in accordance with the internal laws of the Cayman
Islands, without giving effect to the conflict of laws provisions.


 


(p)             
Severability. If any provision of this Plan or any Award or Award agreement is or becomes or is deemed to
be invalid, illegal, or unenforceable in any jurisdiction or as to any person or entity or Award, or would disqualify this Plan
or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to
the applicable laws in the manner that most closely reflects the original intent of the Award or the Plan, or if it cannot be construed
or deemed amended without, in the determination of the Committee, materially altering the intent of this Plan or the Award, such
provision shall be construed or deemed stricken as to such jurisdiction, person or entity or Award and the remainder of this Plan
and any such Award shall remain in full force and effect.


 


(q)             
Obligations Binding on Successors. The obligations of the Company under this Plan shall be binding upon any
successor corporation or organization resulting from the merger, amalgamation, consolidation or other reorganization of the Company,
or upon any successor corporation or organization succeeding to substantially all of the assets and business of the Company.


 


(r)               
Code Section 162(m) Approval. If so determined by the Committee, the provisions of this Plan regarding Performance
Compensation Awards shall be disclosed and reapproved by stockholders no later than the first stockholder meeting that occurs in
the fifth year following the year in which stockholders previously approved such provisions, in each case in order for certain
Awards granted after such time to be exempt from the deduction limitations of Section 162(m) of the Code. Nothing in this clause,
however, shall affect the validity of Awards granted after such time if such stockholder approval has not been obtained.


 


(s)              
Expenses; Gender; Titles and Headings. The expenses of administering this Plan shall be borne by the Company
and its Affiliates. Masculine pronouns and other words of masculine gender shall refer to both men and women. The titles and headings
of the sections in this Plan are for convenience of reference only, and in the event of any conflict, the text of this Plan, rather
than such titles or headings shall control.


 


(t)               
Other Agreements. Notwithstanding the above, the Committee may require, as a condition to the grant of and/or
the receipt of Common Shares under an Award, that the Participant execute lock-up, stockholder or other agreements, as it may determine
in its sole and absolute discretion.


 


(u)             
Section 409A. The Plan and all Awards granted hereunder are intended to comply with, or otherwise be exempt from,
the requirements of Section 409A of the Code. The Plan and all Awards granted under this Plan shall be administered, interpreted,
and construed in a manner consistent with Section 409A of the Code to the extent necessary to avoid the imposition of additional
taxes under Section 409A(a)(1)(B) of the Code. Notwithstanding anything in this Plan to the contrary, in no event shall the Committee
exercise its discretion to accelerate the payment or settlement of an Award where such payment or settlement constitutes deferred
compensation within the meaning of Section 409A of the Code unless, and solely to the extent that, such accelerated payment or
settlement is permissible under Section 1.409A-3(j)(4) of the Treasury Regulations. If a Participant is a “specified employee”
(within the meaning of Section 1.409A-1(i) of the Treasury Regulations) at any time during the twelve (12)-month period ending
on the date of his termination of employment, and any Award hereunder subject to the requirements of Section 409A
of the Code is to be satisfied on account of the Participant’s termination of employment, satisfaction of such Award shall
be suspended until the date that is six (6) months after the date of such termination of employment.


 


(v)                
Payments. Participants shall be required to pay, to the extent required by applicable law, any amounts required to
receive Common Shares under any Award made under this Plan.


 


* * *