Exhibit
10.6




 


FirstSun
Capital Bancorp


 


2017 Equity
Incentive Plan




 


Effective
June 19, 2017






    	 



    	 



    



		1.	General.



 


		(a)	Establishment.
                                            FirstSun Capital Bancorp, a Delaware corporation (the
                                            “Company”), hereby establishes the FirstSun Capital Bancorp 2017 Equity
                                            Incentive Plan (the “Plan”), as it may be amended and restated from time
                                            to time. Capitalized terms shall have the respective meanings set forth in Section 16.
	 	 	



		(b)	Purpose.
                                            The Plan is intended to provide eligible persons, who
                                            are designated by the Board of Directors of the Company (the “Board”)
                                            to participate in the Plan, with equity-based incentives to: (i) attract and retain them,
                                            (ii) provide additional compensation incentives to them, and (iii) create in them a direct
                                            interest in the future success of the operations of the Company.
	 	 	 



		(c)	Effective
                                            Date & Approval by Shareholders. The Effective
                                            Date of the Plan (the “Effective Date”) is June 19, 2017, the date of
                                            its adoption by the Board. The effectiveness of the Plan shall be subject to approval by
                                            the shareholders of the Company within 12 months before or after the date the Plan is adopted
                                            by the Board. Such approval shall be obtained in the manner and to the degree required under
                                            applicable laws. Awards may be granted prior to shareholder approval, but no Award may be
                                            exercised or settled until the Plan is approved by the shareholders, and if the Plan is not
                                            so approved within 12 months, the Plan, and all Awards granted under the Plan, shall be null
                                            and void. 
	 	 	 



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



		(e)	Available
                                            Awards. The Plan provides for the grant of the
                                            following Awards: (i) Incentive Stock Options, (ii) Nonstatutory Stock Options, (iii) Stock
                                            Appreciation Rights, (iv) Restricted Stock Awards, (v) Performance Share Awards, (vi) Performance
                                            Compensation Awards, and (vii) Other Stock Awards.



 


		2.	Administration.



 


		(a)	Administration
by the Board. The Plan shall be administered by the Board.



		(b)	Powers
                                            of Board. The Board shall have the following powers,
                                            subject to the limitations specifically set forth in the Plan:



(i)             to determine from time to time (1) which of the persons eligible under the Plan shall be granted Awards; (2) when and how each
Award shall be granted; (3) what type or combination of types of Award shall be granted; (4) the provisions of each Award granted
(which need not be identical), including the time or times when a Participant shall be permitted to receive cash or shares of
Common Stock pursuant to an Award; (5) the number of shares of Common Stock with respect to which an Award shall be granted; and
(6) the Fair Market Value applicable to an Award.



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(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 Award Agreement 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 an Award may first be exercised or the time during which an Award or any part thereof will vest
in accordance with the Plan.


 


(v)            to suspend or terminate the Plan at any time, subject to the limitations set forth in Section 12. 


 


(vi)           to amend the Plan or any Award in any respect the Board deems necessary or advisable; provided, however, except as provided
in Section 11 relating to Capitalization Adjustments, shareholder approval shall be required for any amendment of the Plan that
(1) increases the number of shares of Common Stock available for issuance under the Plan, (2) expands the class of individuals
eligible to receive Awards under the Plan, (3) increases the benefits accruing to Participants under the Plan or reduces the price
at which shares of Common Stock may be issued or purchased under the Plan, (4) extends the term of the Plan, (5) expands the types
of Awards available for issuance under the Plan, or (6) alters the Performance Criteria as set forth in Section 16. Shareholder
approval shall also be obtained where required by any federal or state law or regulation or the rules of any stock exchange on
which the shares of Common Stock may then be listed. Except as provided above, rights under any Award granted before an amendment
of the Plan shall not be impaired by any such amendment to the Plan or by an amendment of such Award (provided that an
amendment that impairs or causes loss of Incentive Stock Options status shall not be treated as an impairment), except with the
written consent of the affected Participant or where necessary or advisable to maintain the qualified status of the Award as an
Incentive Stock Option or to bring the Award into compliance with (or within an exemption from) Section 409A of the Code or other
tax, securities or other laws. 


 


(vii)          to submit any amendment to the Plan for shareholder approval.


 


(viii)         to determine the target number of Performance Shares to be granted pursuant to a Performance Share Award, the performance measures
that will be used to establish the Performance Goals, the Performance Period(s) and the number of Performance Shares earned by
a Participant;



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(ix)            to decide whether and to what extent Awards shall be structured as Performance Compensation Awards intended to comply with Code
Section 162(m) requirements for the performance-based exception. 


 


(x)             to designate an Award (including a cash bonus) as a Performance Compensation Award and to select the Performance Criteria that
will be used to establish the Performance Goals; 


 


(xi)            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.


 


(xii)           to adopt such procedures, addenda and sub-plans as are necessary or appropriate to permit participation in the Plan by Employees,
Directors or Consultants who are foreign nationals or employed outside the United States, to the extent that such participation
is desired by the Board.


 


(xiii)        
to delegate, to the extent permitted by applicable law (e.g., Delaware §157(c)), its authority to one or more Officers of
the Company with respect to Awards, provided, however, that such delegation may not apply to Awards involving Covered Employees
or “insiders” (within the meaning of Section 16 of the Exchange Act) on or after the date the Company becomes Publicly-Traded.


 


		(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 of the Plan
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, and references in this Plan to the Board shall thereafter be
to the Committee, 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. Acts
of a majority of the Committee at which a quorum is present, or acts reduced to or approved in writing by unanimous consent of
the member of the Committee, shall be valid acts of the Committee.



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(ii)            Section
162(m) and Rule 16b-3 Compliance. To the extent that the Board determines that an Award (such as Performance Compensation
Awards made pursuant to Section 8) made under the Plan should be exempt from the rules of Code Section 162(m) or that Rule 16b-3
applies, the Committee approving such Award or otherwise taking action with respect to such Award shall consist, as applicable,
of not fewer than two Directors of the Company who are Outside Directors (as provided in Section 162(m) of the Code), Non-Employee
Directors (as provided in Rule 16b-3), and “independent directors” (for purposes of the rules of the exchange on which
the shares are traded); provided, however, that if at any time any member of the Committee does not so qualify, the Committee
may establish a subcommittee of members who satisfy the above requirements.


 


		(d)	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.



 


		(e)	Repricing;
                                            Cancellation and Re-Grant of Awards. Subject to
                                            Section 11 relating to Capitalization Adjustments, neither the Board nor any Committee shall
                                            have the authority to: (i) reduce the exercise price of any outstanding Options or Stock
                                            Appreciation Rights under the Plan, (ii) issue to any Participant a new Award in exchange
                                            for the surrender and cancellation of any other Award, if such new Award has an Exercise
                                            Price lower than that of the Award for which it is exchanged, or (iii) cancel any outstanding
                                            Options or Stock Appreciation Rights that have an exercise price greater than the current
                                            Fair Market Value of the Common Stock in exchange for cash or other Awards under the Plan.



 


		(f)	Indemnification.
                                         To the maximum extent permitted by applicable law, each member of the Committee (including
                                         officers of the Company, if applicable), or of the Board, as applicable, shall be indemnified
                                         and held harmless by the Company against and from (i) any loss, liability, cost or expense
                                         that may be imposed upon or reasonably incurred by him in connection with or resulting
                                         from any claim, action, suit or proceeding to which he may be a party or in which he
                                         may be involved by reason of any action taken or failure to act under the Plan or pursuant
                                         to the terms and condition of any Award except for actions taken in bad faith or failures
                                         to act in good faith, and (ii) any and all amounts paid by him in settlement thereof,
                                         with the Company’s approval, or paid by him in satisfaction of any judgment in
                                         any such claim, action, suit, or proceeding against him, provided that such member
                                         shall give the Company an opportunity, at its own expense, to handle and defend any such
                                         claim, action, suit or proceeding before he undertakes to handle and defend it on his
                                         behalf. The foregoing right of indemnification shall not be exclusive of any other rights
                                         of indemnification to which such persons may be entitled under the Company’s Bylaws,
                                         by contract, as a matter of law, or otherwise, or under any other power that the Company
                                         may have to indemnify or hold harmless such person.






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		3.	Shares Subject to the Plan.



 


		(a)	Share
                                            Reserve. Subject to Section 11 relating to Capitalization
                                            Adjustments, the aggregate number of shares of Common Stock that may be issued pursuant to
                                            Awards under the Plan from and after the Effective Date shall not exceed 1,977,292 shares
                                            (the “Share Reserve”), all of which may be issued pursuant to the exercise
                                            of Incentive Stock Options. For clarity, the Share Reserve in this Section 3(a) is a limitation
                                            on the number of shares of Common Stock that may be issued pursuant to the Plan, subject
                                            to Section 9(b).
	 	 	 



		(b)	Adjustments.
                                         Subject to Section 3(c), the number of shares available for issuance under the Plan
                                         shall be reduced by one share for each share of Common Stock issued pursuant to an Award.
                                         If an Award or any portion thereof (i) expires or otherwise terminates without all of
                                         the shares of Common Stock covered by such Award having been issued or (ii) is settled
                                         in cash (i.e., the Participant receives cash rather than stock), such expiration,
                                         termination or settlement shall not reduce (or otherwise offset) the number of shares
                                         of Common Stock that may be available for issuance under the Plan. 



 


		(c)	Subsequent
Issuance.



(i)             Shares
Available For Subsequent Issuance. If any shares of Common Stock issued pursuant to an Award are forfeited back to the Company
because of the failure to meet a contingency or condition required to vest such shares in the Participant, then the shares that
are forfeited shall revert to and again become available for issuance under the Plan. 


 


(ii)            Shares
Not Available For Subsequent Issuance. The following shares of Common Stock reduce the total number of shares of Common Stock
available under the Plan and shall no longer be available for issuance under the Plan: (1) all shares of Common Stock issued pursuant
to Restricted Stock Awards that vest, or are issued in settlement of any Award, (2) all shares subject to a Stock Appreciation
Right, where such Stock Appreciation Right settled in stock (regardless of the number of shares of Common Stock used to settle
the Award), (3) any shares of Common Stock subject to an Award are not delivered to a Participant because the Award is exercised
through a reduction of shares subject to the Award (i.e., “net exercise”), and (4) any shares of Common Stock reacquired
by the Company to cover tax withholding. 


 


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






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		4.	Eligibility.



		(a)	Eligibility
                                            for Specific Awards. Incentive Stock Options may
                                            be granted only to U.S. Employees of the Company or any Subsidiary that satisfies the definition
                                            of “subsidiary” under Rule 422 of the Securities Act. Awards other than Incentive
                                            Stock Options may be granted to Employees, Directors and Consultants.






		(b)	Clawback.
                                            If required by the Sarbanes-Oxley Act of 2002 and/or by
                                            the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, each Participant’s
                                            Award shall be conditioned on repayment or forfeiture in accordance with applicable law and
                                            the related Award Agreement shall reflect any such condition. In addition, the Board may
                                            establish such conditions for repayment or forfeiture of Awards as the Board may adopt by
                                            policy for the Company or any affiliate.



 


		5.	Provisions
Relating to Options and Stock Appreciation Rights.



		(a)	Form
                                            of Option or SAR. Each Option or SAR 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 or SARs
                                            need not be identical. Each Award Agreement shall conform to (through incorporation of provisions
                                            hereof by reference in the applicable Award Agreement or otherwise) the substance of each
                                            of the following provisions: 



 


(i)             Term.
No Option or SAR shall be exercisable after the expiration of 10 years (or, in the case of an Incentive Stock Option granted to
a Participant who is a Ten Percent Shareholder, 5 years) from the date of its grant or such shorter period specified in the Award
Agreement.




 




(ii)            Exercise
Price. The exercise price of each Option or SAR shall be not less than 100% (or, in the case of an Incentive Stock Option
granted to a Participant who is a Ten Percent Shareholder, 110%) of the Fair Market Value of the Common Stock subject to the Option
or SAR on the date the Option or SAR is granted; provided, however, a lower exercise price may be permissible where such
Award is being granted pursuant to a merger or other corporate transaction (in which case the exercise price and other terms must
comply with Section 422 or 409A of the Code, as applicable) or where such Award contains terms that comply with, or exempt such
Award from, the requirements of Section 409A of the Code applicable to nonqualified deferred compensation.  Each SAR will
be denominated in shares of Common Stock equivalents.



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(iii)           Vesting
Generally. An Option or SAR may vest and become exercisable at such times, and subject to such other terms and conditions
(which may include satisfaction of performance goals or other criteria) as the Board may deem appropriate and set forth in the
Award Agreement. The Award Agreement may set forth the minimum number of shares of Common Stock as to which an Option or SAR may
be exercised. 


 


		(b)	Exercise
                                            of Options. An Option may not be exercised for
                                            a fraction of a share of Common Stock. Except where an Option provides for automatic exercise,
                                            to exercise any vested outstanding Option and receive shares of Common Stock issued by the
                                            Company with respect to such Option, the Participant must provide written notice of exercise
                                            to the Company in accordance with the provisions of the applicable Award Agreement, which
                                            shall be accompanied by the payment of the aggregate exercise price as to all shares of Common
                                            Stock being exercised and payment of, or arrangement made to satisfy, any applicable tax,
                                            withholding or other required payments. Payment, to the extent permitted by applicable law,
                                            shall be made by any combination of the methods set forth below: 



 


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


 


(ii)            by
delivery to the Company (either by actual delivery or attestation) of shares of Common Stock (held for any minimum period needed
to avoid adverse impacts to the Company’s earnings for financial reporting purposes), valued at their Fair Market Value
at the time of exercise, with such documentation as the Board may require.


In
addition, payment may be made by one or more of the following methods either upon written consent from the Board or if such method
will not result in a charge to the Company’s earnings for financial reporting purposes:


(1)            pursuant
to a “cashless exercise” involving the delivery of irrevocable instructions to a broker in a form acceptable to the
Company providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares
being acquired upon exercise of the Option pursuant to a program or procedure approved by the Company (including, without limitation,
a program developed under Regulation T as promulgated by the Federal Reserve Board); or


(2)            in
the case of an Option that is a Nonstatutory Stock Option, by (A) 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 having a
Fair Market Value that does not exceed the aggregate exercise price; and (B) a payment as described in (i) above from the Participant
for any remaining balance of the aggregate exercise price not satisfied by such reduction in the number of whole shares to be
issued. 





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		(c)	Exercise
                                            and Payment of a SAR. Except where a SAR provides
                                            for automatic exercise, to exercise any outstanding vested SAR, the Participant must provide
                                            written notice of exercise to the Company in compliance with the provisions of the applicable
                                            Award Agreement. The distribution payable on the exercise of a SAR will be an amount equal
                                            to the excess of (i) the aggregate Fair Market Value (on the date of the exercise of the
                                            SAR) of a share of Common Stock equal to the Common Stock equivalent with respect to which
                                            the Participant is exercising the SAR on such date, over (ii) the exercise price of the SAR.
                                            The payment with respect to a SAR may be made in shares of Common Stock, in cash, or in any
                                            combination of the two, or in any other form of consideration, as determined by the Board
                                            and contained in the applicable Award Agreement. 



 


		(d)	Transferability
                                            of Options and SARs. An Option or SAR shall not
                                            be transferable except by will or by the laws of descent and distribution and shall be exercisable
                                            during the lifetime of the Participant only by the Participant; provided, however,
                                            that 



 


(i)             the Board may, in its sole discretion and upon the Participant’s request, permit transfer of the Option or SAR in a manner
that is not prohibited by applicable tax and securities laws. Except as explicitly provided herein, neither an Option nor a SAR
may be transferred for consideration. 


 


(ii)            an Option or SAR may be transferred pursuant to a domestic relations order that is acceptable to the Board. 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)           the Participant 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 Participant, shall thereafter be entitled to exercise the Option
or SAR and receive the Common Stock or other consideration resulting from such exercise. In the absence of such a designation,
the executor or administrator of the Participant’s estate shall be entitled to exercise the Option or SAR and receive the
shares of Common Stock or other consideration resulting from such exercise.


 


(iv)           the Board may, in its sole discretion, impose such additional limitations on the transferability of Options and SARs as the Board
shall determine and set forth in the applicable Award Agreement.





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		(e)	Termination
                                            of Continuous Service. 



 


(i)             Termination
Without Cause. Except as otherwise provided in the applicable Award Agreement or other written agreement between the Participant
and the Company, if a Participant’s Continuous Service terminates (other than for Cause, or upon the Participant’s
death or Disability), each unvested Option or SAR shall automatically and immediately terminate and the Participant may exercise
any vested Option or SAR until the earlier of (1) the date that is three months following the termination of the Participant’s
Continuous Service (or such longer or shorter period specified in the applicable Award Agreement), or (2) the expiration of the
term of the Option or SAR as set forth in the Award Agreement. If, after termination of Continuous Service, the Participant does
not exercise a vested Option or SAR within the time specified herein or in the Award Agreement (as applicable), the Option or
SAR shall terminate.


 




(ii)            Disability
of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant
and the Company, if a Participant’s Continuous Service terminates as a result of the Participant’s Disability, each
unvested Option or SAR shall automatically and immediately terminate and the Participant may exercise any vested Option or SAR,
until the earlier of (1) the date that is 12 months following such termination of Continuous Service (or such longer or shorter
period specified in the Award Agreement), or (2) the expiration of the term of the Option or SAR as set forth in the Award Agreement.
If, after termination of Continuous Service, the Participant does not exercise a vested Option or SAR within the time specified
herein or in the Award Agreement (as applicable), the Option or SAR shall terminate. 


 


(iii)           Death
of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant
and the Company, if (1) a Participant’s Continuous Service terminates as a result of the Participant’s death, or (2)
the Participant dies within the period (if any) specified in the Award Agreement after the termination of the Participant’s
Continuous Service for a reason other than death or Cause, then each unvested Option or SAR shall automatically and immediately
terminate and any vested Option or SAR may be exercised by the Participant’s estate, by a person who acquired the right
to exercise the vested Option or SAR by bequest or inheritance, or by a person designated to exercise the vested Option or SAR
upon the Participant’s death, until the earlier of (1) the date that is 12 months following the date of death (or such longer
or shorter period specified in the Award Agreement), or (2) the expiration of the term of such vested Option or SAR as set forth
in the Award Agreement. If, after the Participant’s death, the vested Option or SAR is not exercised within the time specified
herein or in the Award Agreement (as applicable), the Option or SAR shall terminate.


 






(iv)          Termination
for Cause. If a Participant’s Continuous Service is terminated for Cause, all vested and unvested Options or SARs shall
automatically and immediately terminate and shall no longer be exercisable.



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(v)            Extension
of Termination Date. If the exercise of an Option or SAR following the termination of the Participant’s Continuous Service
(other than for Cause or upon the Participant’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 to the extent applicable,
the Option or SAR shall terminate on the earlier of (1) the expiration of a total period of three months (that need not be consecutive)
after the termination of the Participant’s Continuous Service during which the exercise of the Option or SAR would not be
in violation of such registration requirements, or (2) the expiration of the term of the Option or SAR as set forth in the applicable
Award Agreement. In addition, unless otherwise provided in the applicable Award Agreement, if the sale of any shares of Common
Stock received upon exercise of an Option or SAR following the termination of the Participant’s Continuous Service (other
than for Cause) would violate the Company’s insider trading policy, then the Option or SAR shall terminate on the earlier
of (1) the expiration of a period equal to the applicable post-termination exercise period after the termination of the Participant’s
Continuous Service during which the sale of the shares of Common Stock received upon exercise of the Option or SAR would not be
in violation of the Company’s insider trading policy, or (2) the expiration of the term of the Option or SAR as set forth
in the applicable Award Agreement.


 


		(f)	Non-Exempt
                                            Employees. Except as otherwise provided in the
                                            applicable Award Agreement, no Option or SAR, whether or not vested, granted to an Employee
                                            who is a non-exempt employee for purposes of the Fair Labor Standards Act of 1938, as amended,
                                            shall be first exercisable for any shares of Common Stock until at least 6 months following
                                            the date of grant of the Option or SAR. Notwithstanding the foregoing, consistent with the
                                            provisions of the Worker Economic Opportunity Act, (i) in the event of the Participant’s
                                            death or Disability, (ii) upon the consummation of any corporate transaction in which such
                                            Option or SAR is not assumed, continued, or substituted, or (iii) upon a Change in Control,
                                            any such vested Options and SARs may be exercised earlier than 6 months following the date
                                            of grant. 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 or SAR will be
                                            exempt from his or her regular rate of pay.



 


		(g)	Incentive
                                            Stock Option $100,000 Limitation. To the extent
                                            that the aggregate Fair Market Value (determined at the time of grant) of shares of Common
                                            Stock with respect to which Incentive Stock Options are exercisable for the first time by
                                            any Participant 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 Award Agreement(s).




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		(h)	Extension
                                            of Exercise Period. The Board may, in its sole
                                            discretion, subject to the terms of the Plan, exercisable either at the time an Award is
                                            granted or at any time while the Award remains outstanding, extend the period of time for
                                            which the Option or Stock Appreciation Right is to remain exercisable following the Participant’s
                                            termination of employment or service from the limited exercise period otherwise in effect
                                            for that Option or Stock Appreciation Right to such greater period of time as the Board shall
                                            deem appropriate, but in no event beyond the expiration of the Option or Stock Appreciation
                                            Right term, and/or to permit the Option or Stock Appreciation Right to be exercised, during
                                            the applicable post-termination exercise period, not only with respect to the number of vested
                                            shares of Common Stock for which such Option or Stock Appreciation Right is exercisable at
                                            the time of the Participant’s termination of employment or service but also with respect
                                            to one or more additional installments in which the Participant would have vested had the
                                            Participant continued in Service. Such an extension may result in recharacterization of an
                                            Incentive Stock Option as a Nonstatutory Stock Option. 
	 	 	 



		6.	Restricted
Stock Awards and Other Stock Awards.



		(a)	Restricted
                                            Stock Awards. Each Award Agreement with respect
                                            to a Restricted Stock Award 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 Bylaws,
                                            at the Board’s election, shares of Common Stock may be held in book entry form subject
                                            to the Company’s instructions until any restrictions relating to the Restricted Stock
                                            Award lapse, or evidenced by a certificate that shall be held in such form and manner as
                                            determined by the Board. The terms and conditions of separate Restricted Stock Awards need
                                            not be identical. Each Award Agreement shall conform to (through incorporation of the provisions
                                            hereof by reference in the Award Agreement or otherwise) the substance of each of the following
                                            provisions: 



 


(i)             Consideration.
A Restricted Stock Award may be awarded in consideration for (1) cash, check, bank draft or money order payable to the Company,
(2) past services to the Company, or (3) any other form of legal consideration (including future services) that may be acceptable
to the Board, in its sole discretion, and that is permissible under applicable law. 


 


(ii)            Vesting.
Shares of Common Stock awarded pursuant to a Restricted Stock Award may be subject to forfeiture to the Company in accordance
with a vesting schedule based on time or such other terms and conditions (which may include the satisfaction of performance goals
or other criteria) as the Board may deem appropriate and set forth in the Award Agreement.



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(iii)           Termination
of Participant’s Continuous Service. Except as otherwise provided in the applicable Award Agreement or other written
agreement between the Participant and the Company, if a Participant’s Continuous Service terminates for any reason, all
shares of Common Stock awarded pursuant to a Restricted Stock Award that have not yet vested shall automatically and immediately
after such termination be forfeited for no consideration and the Participant shall have no further rights with respect to such
shares or such Award.


 


(iv)           Transferability.
Shares of Common Stock awarded pursuant to a Restricted Stock Award that have not yet vested shall be transferable by the Participant
only upon such terms and conditions as are set forth in the applicable Award Agreement, as the Board shall determine in its sole
discretion.


 


(v)            Shareholder
Rights. No shareholder rights, including without limitation dividends and voting rights, shall apply to any Award, including
shares of Common Stock subject to a Restricted Stock Award except as provided in Section 10(c). If a Restricted Stock Award provides
that any dividends are paid on the underlying shares of Common Stock, such dividends shall be subject to the same vesting and
forfeiture restrictions as apply to the shares subject to the Restricted Stock Award to which they relate and the payment of such
dividends must comply with or be exempt from the requirements imposed upon non-qualified deferred compensation under Section 409A
of the Code. As a condition to receipt of shares of Common Stock pursuant to any Restricted Stock Award, the Participant shall
execute any voting proxies or other similar documents requested by the Board.


 


		(b)	Other
                                            Stock Awards. Other forms of Awards valued in whole
                                            or in part by reference to, or otherwise based on, shares of Common Stock, including the
                                            appreciation in value thereof, may be granted under the Plan. 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, so long as the grant
                                            of such Other Stock Awards complies with or is exempt from the requirements imposed upon
                                            non-qualified deferred compensation under Section 409A of the Code.



 


		7.	Performance Share Awards.



 


		(a)	Grant
                                         of Performance Share Awards. Each Performance Share Award granted under the Plan
                                         shall be evidenced by an Award Agreement. Each Performance Share Award so granted shall
                                         be subject to the conditions set forth in this Section 7, and to such other conditions
                                         not inconsistent with the Plan as may be reflected in the applicable Award Agreement.
                                         The Board shall have the discretion to determine: (i) the number of shares of Common
                                         Stock or stock-denominated units subject to a Performance Share Award granted to any
                                         Participant; (ii) the Performance Period applicable to any Award; (iii) the conditions
                                         that must be satisfied for a Participant to earn an Award; and (iv) the other terms,
                                         conditions and restrictions of the Award.




    	-13-



    	 



    
		(b)	Earning
                                         Performance Share Awards. The number of Performance Shares earned by a Participant
                                         will depend on the extent to which the Performance Goals established by the Board are
                                         attained within the applicable Performance Period, as determined by the Board (the Performance
                                         Period shall not be less than one year from the grant date, subject to earlier terminations
                                         due to termination of employment or service, termination of the Plan, Change in Control,
                                         or Company liquidation or dissolution). No payout shall be made with respect to any Performance
                                         Share Award except upon written certification by the Board that the minimum threshold
                                         performance goal(s) have been achieved.



		(c)	Shareholder
                                         Rights. No shareholder rights, including without limitation dividend and voting
                                         rights, shall apply to shares of Common Stock subject to a Performance Share Award except
                                         as provided in Section 10(c). If a Performance Share Award provides that any dividends
                                         are paid on the underlying shares of Common Stock, such dividends shall be subject to
                                         the same vesting and forfeiture restrictions as apply to the shares subject to the Performance
                                         Share Award to which they relate and the payment of such dividends must comply with or
                                         be exempt from the requirements imposed upon non-qualified deferred compensation under
                                         Section 409A of the Code.



		8.	Performance Compensation
Awards.



 


		(a)	General.
                                         The Board shall have the authority, at the time of grant of any Award to designate such
                                         Award as a Performance Compensation Award in order to qualify such Award as “performance-based
                                         compensation” under Section 162(m) of the Code, provided that such designation
                                         shall not be necessary for Options and Stock Appreciation Rights granted with an exercise
                                         price equal to or greater than the Fair Market Value per share of Common Stock on the
                                         grant date, which should already qualify as “performance-based compensation”
                                         under Section 162(m) of the Code. In addition, the Board shall have the authority to
                                         make an Award of a cash bonus to any Participant and designate such Award as a Performance
                                         Compensation Award in order to qualify such Award as “performance-based compensation”
                                         under Section 162(m) of the Code.



		(b)	Eligibility.
                                         The Board will, in its sole discretion, designate within the first 90 days of a Performance
                                         Period (or, if longer or shorter, within the maximum period allowed under Section 162(m)
                                         of the Code) which Participants will be eligible to receive Performance Compensation
                                         Awards in respect of such Performance Period. However, designation of a Participant eligible
                                         to receive an Award hereunder for a Performance Period shall not in any manner entitle
                                         the Participant to vest or receive payment in respect of any Performance Compensation
                                         Award for such Performance Period. The determination as to whether or not such Participant
                                         vests or becomes entitled to payment in respect of any Performance Compensation Award
                                         shall be decided solely in accordance with the provisions of this Section 8. Moreover,
                                         designation of a Participant eligible to receive an Award hereunder for a particular
                                         Performance Period shall not require designation of such Participant eligible to receive
                                         an Award hereunder in any subsequent Performance Period and designation of one person
                                         as a Participant eligible to receive an Award hereunder shall not require designation
                                         of any other person as a Participant eligible to receive an Award hereunder in such period
                                         or in any other period.




    	-14-



    	 



    
		(c)	Discretion
                                         of the Board. With regard to a particular Performance Period, the Board shall
                                         have full discretion to select the length of such Performance Period (provided
                                         any such Performance Period shall be not less than one year from the grant date, subject
                                         to earlier terminations due to termination of employment or service, termination of the
                                         Plan, Change in Control, or Company liquidation or dissolution to the extent permitted
                                         by Section 162(m) of the Code), 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 Goal(s) that is (are) to apply to the
                                         Company and the Performance Formula. Within the first 90 days of a Performance Period
                                         (or, if longer or shorter, within the maximum period allowed under Section 162(m) of
                                         the Code), the Board 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 of this Section 8(c) and record
                                         the same in writing.



		(d)	Vesting
                                         or Payment.



		(i)	Condition
                                         to Vesting or 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 vesting or payment in respect of a Performance Compensation Award
                                         for such Performance Period. 



 


		(ii)	Limitation.
                                         A Participant shall be eligible to vest or receive payment in respect of a Performance
                                         Compensation Award only to the extent that: (1) the Performance Goals for such period
                                         are achieved; and (2) the Performance Formula as applied against such Performance Goals
                                         determines that all or some portion of such Participant’s Performance Compensation
                                         Award has been earned for the Performance Period. 



 


		(iii)	Certification.
                                         Following the completion of a Performance Period, the Board 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 the amount of the Performance
                                         Compensation Awards vested or earned for the period based upon the Performance Formula.
                                         The Board shall then determine the actual size of each Participant’s Performance
                                         Compensation Award for the Performance Period and, in so doing, may apply Negative Discretion
                                         in accordance with Section 8(d)(iv) hereof, if and when it deems appropriate. 






    	-15-



    	 



    




		(iv)	Use
                                         of Discretion. In determining the actual size of an individual Performance Compensation
                                         Award vested or earned for a Performance Period, the Board may reduce or eliminate the
                                         amount of the Performance Compensation Award vested or 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 Board shall not have the discretion
                                         to (1) vest, 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 (2) increase a Performance Compensation Award above the maximum amount payable
                                         under Section 8(d)(vi) of the Plan. 



 


		(v)	Timing
                                         of Cash Award Payments. Performance Compensation Awards consisting of a cash bonus
                                         that are granted for a Performance Period shall be paid to Participants as soon as administratively
                                         practicable following completion of the certifications required by this Section 8(d),
                                         but in no event later than 2 1/2 months following the end of the calendar year during
                                         which the Performance Period is completed and such bonus is earned.



 


		(vi)	Maximum
                                         Award Payable. Notwithstanding
                                         any provision contained in this Plan to the contrary, the maximum Performance Compensation
                                         Award payable to any one Participant under the Plan for a Performance Period (excluding
                                         any Options and Stock Appreciation Rights) is 12,500 shares of Common Stock or, in the
                                         event such Performance Compensation Award is paid in cash, the equivalent cash value
                                         thereof on the first or last day of the Performance Period to which such Award relates
                                         (as determined by the Board). The maximum amount that can be paid in any calendar year
                                         to any Participant pursuant to a cash bonus Award described in the last sentence of Section
                                         8(a) shall be $500,000. Furthermore, any Performance Compensation Award that has been
                                         deferred shall not (between the date as of which the Award is deferred and the payment
                                         date) increase (1) with respect to a Performance Compensation Award that is payable in
                                         cash, by a measuring factor for each fiscal year greater than a reasonable rate of interest
                                         set by the Board or (2) with respect to a Performance Compensation Award that is payable
                                         in shares of Common Stock, by an amount greater than the appreciation of a share of Common
                                         Stock from the date such Award is deferred to the payment date. 






    	-16-



    	 



    




		(vii)	Shareholder
                                         Rights. No shareholder rights, including without limitation dividend and voting rights,
                                         shall apply to shares of Common Stock subject to a Performance Compensation Award except
                                         as provided in Section 10(c). If a Performance Compensation Award provides that any dividends
                                         are paid on the underlying shares of Common Stock, such dividends shall be subject to
                                         the same vesting and forfeiture restrictions as apply to the shares subject to the Performance
                                         Compensation Award to which they relate and the payment of such dividends must comply
                                         with or be exempt from the requirements imposed upon nonqualified deferred compensation
                                         under Section 409A of the Code. 



 


		9.	Covenants
of the Company.



		(a)	Availability
                                            of Shares. During the terms of the Plan and Awards
                                            issued thereunder, the Company shall keep available at all times the number of shares of
                                            Common Stock reasonably required to satisfy any Award that may be issued under the Plan.



 


		(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 Awards and to issue and sell shares of Common Stock upon exercise
                                            of the Awards; provided, however, that this undertaking shall not require the Company
                                            to register the Plan, any Award, or any Common Stock issued or issuable pursuant to any such
                                            Award under the Securities Act. If, after reasonable efforts, the Company is unable to obtain
                                            from any such regulatory commission or agency the authority that legal 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 or sell Common Stock pursuant to
                                            such Awards unless and until such authority is obtained. A Participant shall not be eligible
                                            for the grant of an Award or the subsequent issuance of Common Stock pursuant to the Award
                                            if such grant or issuance would be in violation of any applicable securities law. 



 


		(c)	No
                                            Obligation to Notify or Minimize Taxes. The Company
                                            shall have no duty or obligation to any Participant to advise such Participant as to the
                                            time or manner of exercising any Award. Furthermore, the Company shall have no duty or obligation
                                            to warn or otherwise advise such Participant of a pending termination or expiration of an
                                            Award or a possible period in which the Award may not be exercised. The Company has no duty
                                            or obligation to minimize the tax consequences of an Award to any person. Notwithstanding
                                            anything in this Plan or the applicable Award Agreement to the contrary, neither the Company
                                            nor any other person or entity guarantees, warrants or otherwise represents that an Award
                                            made under this Plan will produce any favorable or desired tax or other result; and any statement,
                                            inference or other communication to the contrary (under this Plan, the applicable Award Agreement
                                            or otherwise) is and shall be subject to the provisions and qualifications and disclaimer
                                            of this sentence.  The Participant shall be solely and exclusively responsible for any
                                            and all such results.






    	-17-



    	 



    




		10.	Miscellaneous.



 


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



		(b)	Corporate
                                            Action Constituting Grant of Awards. Corporate
                                            action constituting a grant by the Company of an 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 Award is communicated
                                            to, or actually received or accepted by, the Participant, provided that the following
                                            terms of the Award are fixed and/or designated on the date of such corporate action (as applicable):
                                            the maximum number of shares of Common Stock subject to the Award, the exercise price of
                                            the Award (in the case of an Option or Stock Appreciation Right), and the identity of the
                                            Participant.



 


		(c)	Shareholder
                                            Rights. Unless otherwise provided in the applicable
                                            Award Agreement, 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 Award unless
                                            and until (i) such Participant has satisfied all requirements for vesting and, if applicable,
                                            exercise of the Award, and (ii) the issuance of shares of Common Stock subject to such Award
                                            has been entered into the books and records of the Company. Common Stock acquired pursuant
                                            to any Award is subject to the terms and conditions of the Certificate of Incorporation,
                                            Stockholders Agreement and other governing documents of the Company, as they may be amended
                                            from time to time.  As a condition to the grant of an Award and/or the issuance of Common
                                            Stock on exercise or vesting of an Award, the Participant agrees to become a party to the
                                            Stockholders Agreement, and any buy-sell agreement, redemption agreement, repurchase agreement,
                                            restriction agreement, non-competition agreement or a governing document, of the Company
                                            or between the Company or an affiliate and stockholders, directors or employees of the Company
                                            or an affiliate, or among stockholders of the Company or an affiliate.



 


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






    	-18-



    	 



    




		(e)	Taxes;
                                            Withholding Obligations. Except where otherwise
                                            approved by the Committee with respect to an Award, and unless the Participant elects to
                                            make a direct payment to the Company, the Company shall withhold shares of Common Stock that
                                            would otherwise be acquired on exercise, vesting or settlement of an Award (valued at their
                                            Fair Market Value as of such withholding date) equal to the maximum Federal, State and local
                                            taxes, domestic or foreign, permitted by law or regulation to be withheld in the applicable
                                            jurisdiction with respect to such taxable event under the Plan.  Only whole shares of
                                            Common Stock shall be withheld (rounded down so as not to exceed such limit).  Any remaining
                                            amount determined by the Company to be due shall be withheld from other compensation due
                                            to the Participant by the Company or its affiliates or by the Participant remitting payment
                                            to the Company of such amount.  Notwithstanding the above, in the case of Options or
                                            SARs, such tax withholding shall be accomplished based on the Participant's election as set
                                            forth in Section 5.  Regardless of whether the Company withholds with respect to any
                                            Award, or the method used, the Participant shall retain sole responsibility for all taxes
                                            due in connection with his or her Award. 



 


		(f)	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.



		(g)	Requirements
                                            Of Law. 



(i)             The granting of Awards and the issuance of shares of Common Stock under the Plan shall be subject to all applicable laws, rules,
and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. If at
any time on or after the Effective Date, the Board, in its discretion, shall determine that the requirements of any applicable
federal or state securities laws should fail to be met, no shares of Common Stock issuable under Awards and no Options or Stock
Appreciation Rights shall be exercisable until the Board has determined that these requirements have again been met. The Board
may suspend the right to exercise an Options or SAR at any time when it determines that allowing the exercise and issuance of
shares of Common Stock would violate any federal or state securities or other laws, and may provide that any time periods to exercise
the Option or SAR are extended during a period of suspension. Effective on and after the date that the Company becomes Publicly-Traded,
transactions under this Plan with respect to “Insiders,” are intended to comply with all applicable conditions of
Rule 16b-3 under the Exchange Act. To the extent any provision of the Plan or action by the Board fails to so comply, it shall
be deemed null and void, to the extent permitted by law and deemed advisable by the Board.



    	-19-



    	 



    



(ii)            Each Award Agreement and each certificate representing securities granted pursuant to the Plan (including securities issuable
pursuant to the terms of derivative securities) may bear such restrictive legend(s) as the Company deems necessary or advisable
under applicable law, including Federal and state securities laws.


(iii)           If the date of the vesting or lapse of restriction with respect to any Award, other than an Option or SAR, held by Participant
who is subject to the Company’s policy regarding trading of its stock by its officers and directors and shares of Common
Stock (the “original vesting date”) is not within a “window period” applicable to the Participant, as
determined by the Company in accordance with such policy, then the vesting or lapse of the restrictions with respect to such Award
shall not occur on such original vesting date and shall instead occur on the first day of the next “window period”
applicable to the Participant pursuant to such policy. 


 


		(h)	Compliance
                                            with Section 409A. To the extent that the Board
                                            determines that any Award granted hereunder is subject to Section 409A of the Code, the Award
                                            Agreement evidencing such Award shall include provisions intended to cause such Award to
                                            be compliant with, or exempt from, Section 409A of the Code. To the extent applicable, the
                                            Plan and Award Agreements shall be interpreted accordingly. Notwithstanding anything to the
                                            contrary in this Plan (and unless the Award Agreement specifically provides otherwise), if
                                            the shares of Common Stock are publicly-traded and a Participant holding an Award that constitutes
                                            “deferred compensation” under Section 409A of the Code is a “specified
                                            employee” for purposes of Section 409A of the Code, no distribution or payment of any
                                            amount shall be made upon a “separation from service” before the first day of
                                            the calendar month following the date that is 6 months after the date of such Participant’s
                                            “separation from service” (as such term is defined in Section 409A of the Code
                                            and Treasury Reg. Section 1.409A-1(h) without regard to alternative definitions thereunder)
                                            or, if earlier, the date of the Participant’s death. If a Restricted Stock Award provides
                                            for payment of dividends to the Participant before the Restricted Stock Award vests, any
                                            such dividend payments shall be paid not later than March 15 of the calendar year following
                                            the calendar year in which the dividend is issued by the Company to all shareholders of record
                                            generally.



 


		(i)	Gender
                                            and Number; Headings. Except where otherwise indicated
                                            by the context, any masculine term used herein also shall include the feminine; the plural
                                            shall include the singular and the singular shall include the plural. Headings are included
                                            for the convenience of reference only and shall not be used in the interpretation or construction
                                            of any such provision contained in the Plan. 






    	-20-



    	 



    




		(j)	Severability.
                                            In the event any provision of the Plan shall be held
                                            illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining
                                            parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid
                                            provision had not been included.



 


		11.	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 and maximum number
                                            of securities subject to the Plan, (ii) the class and maximum number of securities that may
                                            be issued pursuant to the exercise of Incentive Stock Options, (iii) the class and maximum
                                            number of securities that may be awarded to any person, and (iv) the class and number of
                                            securities and price per share of Common Stock subject to outstanding 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
                                            the Award Agreement, in the event of a dissolution or liquidation of the Company, all outstanding
                                            Awards (other than Awards consisting of vested and outstanding shares of Common Stock not
                                            subject to a forfeiture condition) shall automatically terminate immediately prior to the
                                            completion of such dissolution or liquidation, and the shares of Common Stock subject to
                                            a forfeiture condition may be reacquired by the Company without consideration notwithstanding
                                            the fact that the holder of such Award is providing Continuous Service, provided, however,
                                            that the Board may, in its sole discretion, cause some or all Awards to become fully vested,
                                            exercisable and/or no longer subject to forfeiture (to the extent such Awards have not previously
                                            expired or terminated) before the dissolution or liquidation is completed but contingent
                                            on its completion.



		(c)	Corporate
                                            Transaction. The following provisions shall apply
                                            to Awards in the event of a Change in Control, unless otherwise provided in the applicable
                                            Award Agreement or any other written agreement between the Company, any Subsidiary, or any
                                            of their affiliates and the Participant. In the event of a Change in Control, notwithstanding
                                            any other provision of the Plan, the Board shall, in its sole discretion, and without the
                                            consent of or any other liability, duty or obligation to the Participant, take one or more
                                            of the following actions with respect to Awards, contingent upon the closing or completion
                                            of the transaction resulting in the Change in Control:



 


(i)             arrange
for the surviving company or acquiring company (or the surviving or acquiring company’s parent company) to assume or continue
the Award or to substitute a similar award for the Award (including, but not limited to, an award to acquire the same consideration
paid to the shareholders of the Company pursuant to the transaction).


 


(ii)            arrange
for the assignment of any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to
the Award to the surviving company or acquiring company (or the surviving or acquiring company’s parent company).



    	-21-



    	 



    



(iii)           accelerate
the vesting of an Award to a date prior to the effective time of such Change in Control as the Board shall determine (or, if the
Board shall not determine such a date, to the date that is 15 days prior to the effective date of the Change in Control), with
such Award terminating if not exercised (if applicable) at or prior to the effective time of the transaction resulting in the
Change in Control.


 


(iv)           arrange
for the lapse of any reacquisition or repurchase rights held by the Company with respect to the Award.


 


(v)            cancel
or arrange for the cancellation of the Award prior to the effective time of the Change in Control transaction in exchange for
payment to the Participant of the excess of the Fair Market Value of the shares of Common Stock subject to the Award as of the
closing date of the transaction over the exercise price, or purchase price paid or to be paid, as applicable, for the shares of
Common Stock subject to the Award. Any payments with respect to the cancellation of an Award may be paid on the same schedule
and in the same form as consideration is paid to the shareholders of Common Stock of the Company in connection with the corporate
transaction resulting in the Change in Control so long as all payments shall be made, if at all, to the Participant by not later
than the end of the five-year period following the closing date of the transaction and, to the extent applicable, such delay otherwise
complies with Section 409A of the Code.


 


(vi)           cancel
any outstanding Award (with no payment due), provided that, at the time of cancellation, the exercise price of any such
Award is equal to or greater than the per share consideration being paid in connection with the Change in Control transaction.



 


The Board need not take the same action or actions with respect to all Awards or portions thereof
or with respect to all Participants.


 


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



 


		12.	Termination
or Suspension of the Plan.



		(a)	Plan
                                            Term. The Board may suspend or terminate the Plan
                                            at any time. Unless terminated sooner by the Board, the Plan shall automatically terminate
                                            on the day before the 10th anniversary of the date the Plan is adopted by the
                                            Board. No Awards may be granted under the Plan while the Plan is suspended or on or after
                                            it is terminated.




    	-22-



    	 



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



 


		13.	Choice
of Law.



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


 


		14.	Damages/Arbitration.



 


		(a)	Binding
                                            Arbitration. Except where prohibited by law, any claim, dispute or other matter in
                                            question of any kind relating to this Plan must be settled by arbitration in accordance with
                                            the rules of the American Arbitration Association.  Notice of demand for arbitration
                                            must be made in writing to the opposing party and to the American Arbitration Association
                                            within a reasonable time after the claim, dispute or other matter in question has arisen. 
                                            In no event shall a demand for arbitration be made after the date when the applicable statute
                                            of limitations would bar the institution of a legal or equitable proceeding based on such
                                            claim, dispute or other matter in question.  The decision of the arbitrators shall be
                                            final and may be enforced in any court of competent jurisdiction.  The arbitrators may
                                            award reasonable fees and expenses to the prevailing party in any dispute under the Plan
                                            and shall award reasonable fees and expenses in the event that the arbitrators find that
                                            the losing party acted in bad faith or with intent to harass, hinder or delay the prevailing
                                            party in the exercise of its rights in connection with the matter under dispute.



 


		(b)	Limitation
                                            on Damages. In the event of any breach or other violation of any term of this Plan
                                            or the applicable Award Agreement, neither the Company, nor any of the Company’s owners,
                                            officers, Directors, Board, employees or other agents or affiliates or any other person shall
                                            be liable to the Participant for any punitive, consequential, special or other damages under
                                            or in connection with any breach or other violation of, under or in connection with this
                                            Plan or the applicable Award Agreement, and the Participant’s sole and exclusive remedy
                                            shall be only the Participant’s actual damage (if any) directly resulting directly
                                            from such applicable breach or other violation, if any.



 


		15.	Addenda.
                                             The Board may approve such addenda to the Plan as it
                                            may consider necessary or appropriate for the purpose of granting Awards other than Incentive
                                            Stock Options to foreign individuals. Such addenda may contain such terms and conditions
                                            as the Board deems necessary or appropriate to accommodate for differences in local law,
                                            tax policy or custom that deviate from the terms and conditions set forth in this Plan The
                                            terms of any such addenda shall supersede the terms of the Plan to the extent necessary to
                                            accommodate such differences, but shall not otherwise affect the terms of the Plan as in
                                            effect for any other purpose. 






    	-23-



    	 



    




		16.	Definitions.
                                            As used in the Plan, the following definitions shall
                                            apply to the capitalized terms indicated below: 



		(a)	“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 Stock Appreciation
                                         Right, a Performance Share, a Performance Unit, or any Other Stock Award.
	 	 	 



		(b)	“Award
                                         Agreement” means a written agreement between the Company and a Participant
                                         evidencing the terms and conditions of an 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 after the Effective Date without the receipt of consideration
                                         by the Company and not pursuant to a Change in Control, through merger, consolidation,
                                         reorganization, recapitalization, reincorporation, stock dividend, dividend in property
                                         other than cash, large nonrecurring cash dividend, stock split, liquidating dividend,
                                         combination of shares, exchange of shares, change in corporate structure or any similar
                                         equity restructuring transaction. Notwithstanding the foregoing, the conversion of any
                                         convertible securities of the Company shall not be treated as a Capitalization Adjustment.



 


		(e)	“Cause”
                                         shall have the meaning ascribed to such term in any written agreement between the Participant
                                         and the Company defining such term and, in the absence of such agreement, such term shall
                                         include, but not be limited to, the commission of any felony, any act of fraud, embezzlement
                                         or dishonesty, any unauthorized use or disclosure of confidential information or trade
                                         secrets of the Company, or any other intentional misconduct or violation of Company policies
                                         adversely affecting the business or affairs of the Company in a material manner. The
                                         determination that a termination of the Participant’s Continuous Service is either
                                         for Cause or without Cause shall be made by the Board in its sole discretion. Any determination
                                         by the Board that the service of a Participant was terminated with or without Cause for
                                         purposes of this Plan shall have no effect upon any determination of the rights or obligations
                                         of the Company or such Participant for any other purpose.



 


		(f)	“Change
                                         in Control” means the occurrence of any one or more of the following events:







    	-24-



    	 



    

(i)             the
consummation of a transaction, or a series of related transactions undertaken with a common purpose, in which any individual,
entity or group (a “Person”), acquires ownership of stock of the Company that, together with stock held by
such Person, constitutes more than 50% of the total fair market value or total voting power of the Company’s stock; or


 


(ii)            a
sale, lease, exchange or other transfer, in one transaction or a series of related transactions undertaken with a common purpose,
of the Company’s assets having a total gross fair market value of 40% or more of the total gross fair market value of all
of the assets of the Company. For this purpose, “gross fair market value” means the value of the assets of the Company,
or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.


 


For
purposes of this Plan, a Change in Control will not include (1) a transaction in which the holders of the outstanding voting
securities of the Company immediately prior to the transaction hold at least 50% of the
outstanding voting securities of the successor company immediately after the transaction; (2) any transaction or series of transactions
approved by the Board principally for bona fide equity financing purposes in which cash is received by the Company or any successor
company or indebtedness of the Company is cancelled or converted or a combination thereof, (3) a sale, lease, exchange or
other transfer of all or substantially all of the Company’s assets to a majority-owned subsidiary company; or (4) a
transaction undertaken for the principal purpose of restructuring the capital of the Company, including, but not limited to, reincorporating
the Company in a different jurisdiction, or creating a holding company. Notwithstanding the foregoing, in the event that an Award
is “deferred compensation” subject to compliance with Code Section 409A, a “Change in Control” will only
be deemed to occur if the consummation of the corporate transaction meets the requirements of Reg. Section 1.409A-3(a)(5).


 


		(g)	“Code”
                                         means the Internal Revenue Code of 1986, as amended, including any applicable regulations
                                         and guidance issued thereunder.



		(h)	“Committee”
                                         means a committee of one or more Directors of the Company 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 FirstSun Capital Bancorp, a Delaware corporation.



		(k)	“Consultant”
                                         means any individual person, including an advisor, who is (i) engaged by the Company
                                         or a Subsidiary to render consulting or advisory services and is compensated for such
                                         services, or (ii) serving as a member of the board of directors of a Subsidiary 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.




    	-25-



    	 



    
		(l)	“Continuous
                                         Service” means that the Participant’s service with the Company or a Subsidiary,
                                         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 a Subsidiary
                                         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 a Subsidiary, shall not terminate
                                         a Participant’s Continuous Service; provided, however, if the Entity for
                                         which a Participant is rendering services ceases to qualify as a Subsidiary, as determined
                                         by the Board, in its sole discretion, such Participant’s Continuous Service shall
                                         be considered to have terminated on the date such Entity ceases to qualify as a Subsidiary.
                                         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 (i) any leave of absence approved by the Board
                                         or Chief Executive Officer, including sick leave, military leave or any other personal
                                         leave, or (ii) transfers between the Company, a Subsidiary, or their successors. A leave
                                         of absence shall be treated as Continuous Service for purposes of vesting in an 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. Notwithstanding the foregoing, if an Employee is holding
                                         an Incentive Stock Option and a leave of absence exceeds three months, then for purposes
                                         of Incentive Stock Option status only, such Employee’s service as an Employee shall
                                         be deemed terminated on the first day following such three-month period and the Incentive
                                         Stock Option shall thereafter automatically become a Nonstatutory Stock Option in accordance
                                         with applicable law, unless reemployment upon the expiration of such leave is guaranteed
                                         by contract or statute, or unless provided otherwise pursuant to a written Company policy.



		(m)	“Covered
Employee” shall have the meaning provided in Section 162(m)(3) of the Code.



		(n)	“Director”
                                         means a member of the Board or a director of a Subsidiary.



		(o)	“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 which has lasted 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, and shall be determined by the Board
                                         on the basis of such medical evidence as the Board deems warranted under the circumstances.




    	-26-



    	 



    
		(p)	“Effective
Date” means the effective date of this Plan, as determined pursuant to Section 1(c) of the Plan.



		(q)	“Employee”
                                         means any person employed as an employee by the Company or a Subsidiary as evidenced
                                         by payroll records. 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.



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



		(s)	“Exchange
                                         Act” means the Securities Exchange Act of 1934, as amended, and the rules and
                                         regulations issued thereunder.



		(t)	“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 traded on any established market, 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 market (or the exchange or market
with the greatest volume of trading in the Common Stock) on the date of determination, as reported in a source the Board deems
reliable.


 


(ii)            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 selling price on the last preceding date for which such quotation as described in subsection
(t)(i) above exists.


 


(iii)           In
the absence of such markets for the Common Stock, the Fair Market Value shall be determined by the Board in good faith by the
reasonable application of a reasonable valuation method and in a manner that complies with Sections 409A and 422 of the Code.


 


		(u)	“Incentive
                                         Stock Option” means an option granted under the Plan that is intended to be,
                                         and qualifies as, an “incentive stock option” within the meaning of Section
                                         422 of the Code.



		(v)	“Negative
                                         Discretion” means the discretion authorized by the Plan to be applied by the
                                         Board to eliminate or reduce the size of a Performance Compensation Award in accordance
                                         with Section 8(d)(iv) of the Plan; provided, that, the exercise of such discretion
                                         would not cause the Performance Compensation Award to fail to qualify as “performance-based
                                         compensation” under Section 162(m) of the Code.






    	-27-



    	 



    




		(w)	“Non-Employee
                                         Director” means a Director who either (i) is not a current employee or officer
                                         of the Company or a Subsidiary, does not receive compensation, either directly or indirectly,
                                         from the Company or a Subsidiary 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.



		(x)	“Nonstatutory
                                         Stock Option” means any option granted under the Plan that does not qualify
                                         as an Incentive Stock Option.



		(y)	“Officer”
                                         means a person who is an officer of the Company within the meaning of Section 16 of the
                                         Exchange Act.



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



		(aa)	“Optionholder”
                                         means a person to whom an Option is granted pursuant to the Plan or, if applicable, such
                                         other person who holds an outstanding Option.



		(bb)	“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(b).



		(cc)	“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.






    	-28-



    	 



    




		(dd)	“Own,”
                                         “Owned,” “Owner,” “Ownership”
                                         means, with respect to any person or Entity, 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.



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



 


		(ff)	“Performance
                                         Compensation Award” means any
                                         Award designated by the Board as a Performance compensation Award pursuant to Section
                                         8 of the Plan.



 


		(gg)	“Performance
                                         Criteria” means the criterion or criteria that the Board shall select for purposes
                                         of establishing the Performance Goal(s) for a Performance Period with respect to any
                                         Performance Compensation Award under the Plan. 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 (or Subsidiary, affiliate, division, business unit
                                         or operational unit of the Company) and shall be limited to the following:



 


		(i)	return
                                         on assets, return on tangible assets, cash return on assets, or cash return on tangible
                                         assets; 



		(ii)	return
                                         on equity, return on tangible equity, cash return on equity, or cash return on tangible
                                         equity; 



		(iii)	levels
                                         of or changes in levels of net interest income, net interest margin, efficiency ratio,
                                         cash efficiency ratio, provision, provision rate, net charge-off, net charge-off ratio,
                                         fee income, total revenue, earnings per share, pre-tax income, or net income;



		(iv)	levels
                                         or trends in specified financial statement line items or components thereof (may include,
                                         but is not limited to, cost of deposits, growth of deposits, cost of funds, loan growth,
                                         loan yields, or interest earning asset yields); 



		(v)	levels
                                         of or trends in non-performing assets; 



		(vi)	earnings
                                         per share (basic or diluted), or core earnings per share and growth;



		(vii)	book
                                         value per share, tangible book value per share or growth thereof;



		(viii)	absolute
                                         or relative metrics of stock performance, dividends, and total return to shareholders;
                                         



		(ix)	achieving
                                         or maintaining specified levels of performance under GAAP and/or regulatory capital;



		(x)	strategic
                                         business criteria, consisting of one or more objectives based on meeting specified market
                                         penetration, geographic business expansion, customer satisfaction, employee satisfaction,
                                         human resources management, supervision of litigation, regulatory matters, information
                                         technology, and goals relating to acquisitions, divestitures, joint ventures and similar
                                         transactions, and budget comparisons; 




    	-29-



    	 



    
		(xi)	personal
                                         professional objectives, including any of the foregoing performance goals, the implementation
                                         of policies and plans, the negotiation of transactions, the development of long term
                                         business goals, formation of joint ventures, and the completion of other corporate transactions;
                                         and 



		(xii)	any
                                         combination of, or a specified increase in, any of the foregoing, and any of the foregoing
                                         goals may be measured at enterprise level or at business line or geographic level.



 


Any
one or more of the Performance Criteria may be used on an absolute or relative basis to measure the performance of the Company
and/or a Subsidiary as a whole or any division, business unit or operational unit of the Company and/or a Subsidiary or any combination
thereof, as the Board may deem appropriate, or as compared to the performance of a group of comparable companies, or published
or special index that the Board, in its sole discretion, deems appropriate. The Board 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 Board shall, within the first 90 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. In the event that applicable tax
and/or securities laws change to permit the Board discretion to alter the governing Performance Criteria without obtaining shareholder
approval of such changes, the Board shall have sole discretion to make such changes without obtaining shareholder approval.


 


		(hh)	“Performance
                                         Formula” means, for a Performance Period, the one or more objective formulas
                                         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” means, for a Performance Period, the one or more goals established by
                                         the Board for the Performance Period based upon the Performance Criteria. The Board is
                                         authorized at any time during the first 90 days of a Performance Period (or, if longer
                                         or shorter, within the maximum period allowed under Section 162(m) of the Code), or at
                                         any time thereafter (but only to the extent the exercise of such authority after such
                                         period would not cause the Performance Compensation Awards granted to any Participant
                                         for the Performance Period to fail to qualify as “performance-based compensation”
                                         under Section 162(m) of the Code), in its sole and absolute discretion, to adjust or
                                         modify the calculation of a Performance Goal for such Performance Period to the extent
                                         permitted under Section 162(m) of the Code in order to prevent the dilution or enlargement
                                         of the rights of Participants based on the following events:






    	-30-



    	 



    




		(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,
                                         unusual or infrequently occurring items as described in management’s discussion
                                         and analysis of financial condition and results of operations appearing in the Company’s
                                         annual report to shareholders for the applicable year; 



		(vi)	acquisitions
                                         or divestitures; 



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



		(viii)	a
                                         change in the Company’s fiscal year.



 


		(jj)	“Performance
                                         Period” means the one or more periods of time of not less than one year
                                         in duration, but subject to such shorter duration for new hires, terminations of employment
                                         or service, termination of the Plan, Change in Control, or Company liquidation or dissolution
                                         as the Board may select in accordance with applicable law (including, where applicable,
                                         Code Section 162(m)), 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)	“Performance
                                         Share” means the grant of a right to receive a number of actual shares of Common
                                         Stock or share units based upon the performance of the Company during a Performance Period,
                                         as determined by the Board.



 


		(ll)	“Performance
                                         Share Award” means any Award granted pursuant to Section 7 hereof.



 


		(mm)	“Plan”
                                         means this 2017 First Sun Capital Bancorp Equity Incentive Plan.



 


		(nn)	“Publicly-Traded”
                                         means the Company's Common Stock is registered on a national securities exchange or the
                                         Company has filed a registration statement pursuant to Section 12(g) of the Exchange
                                         Act.



 


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



 


		(pp)	“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.



 


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



 


		(rr)	“Stock
                                         Appreciation Right” or “SAR” means a right to receive the
                                         appreciation on Common Stock that is granted pursuant to the terms and conditions of
                                         Section 5.






    	-31-



    	 



    




		(ss)	“Stockholders
                                         Agreement” means the Stockholders’ Agreement of FirstSun Capital Bancorp
                                         dated June 19, 2017, as amended from time to time, or any successor agreement.



 


		(tt)	“Subsidiary”
                                         means, with respect to the Company, (i) any corporation of which more than 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 50%. The Board shall have the authority
                                         to determine the time or times at which “Subsidiary” status is determined
                                         within the foregoing definition.



 


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








    	-32-