Exhibit 10.10


 


HEALTHCARE ROYALTY, INC.


 


2021 OMNIBUS INCENTIVE COMPENSATION PLAN
FOR DIRECTORS


 


Effective as of the Effective
Date (as defined below), the Healthcare Royalty, Inc. 2021 Omnibus Incentive Compensation Plan for Directors (the “Plan”)
is hereby established.


 


The purpose of the Plan is
to motivate and reward those independent/non-employee directors of Healthcare Royalty, Inc. (the “Company”) to
further the benefit interests of the Company and its shareholders. The Company believes that the Plan will encourage the Participants
to contribute materially to the growth of the Company, thereby benefitting the Company’s stockholders, and will align the economic
interests of the Participants with those of the stockholders.


 


Section 1.              Definitions


 


The following terms shall
have the meanings set forth below for purposes of the Plan:


 


(a)           “Board”
shall mean the Board of Directors of the Company.


 


(b)           “Cause”
shall have the meaning given to that term in any written agreement between the Company and the Participant, or if no such agreement exists
or if such term is not defined therein, and unless otherwise defined in the Grant Instrument, Cause shall mean (i) any act of personal
dishonesty in connection with a Participant’s responsibilities as Non-Employee Director of the Company; (ii) a Participant’s
commission of a felony; (iii) an act of a Participant that constitutes misconduct and which is injurious to the Company or which
violates the Company’s written policies or procedures applicable to the Participant; (iv) the breach by the Participant of
any written agreement between the Participant and the Company or (v) following written demand for performance from the Company which
describes the basis for the Company’s belief that the Participant has not substantially performed his or her duties, continued violations
of Participant’s obligations to the Company.


 


(c)           Unless
otherwise set forth in a Grant Instrument, a “Change of Control” shall be deemed to have occurred if:


 


(i)            a
sale, lease, exchange or other transfer in one transaction or a series of related transactions of all or substantially all of the Company’s
assets,


 


(ii)           a
merger or consolidation of the Company with or into any other Person or any other transaction or a series of related transactions, the
result of which is that a third party (or a group of third parties) that is not an affiliate of the Company or HCRX Management, LLC immediately
prior to such transaction acquires or holds capital stock of the Company representing 40% of the Company’s outstanding voting power
immediately following such transaction,


 


(iii)          a
change in the composition of the Board as a result of which the majority of the members of the Board cease to be Continuing Directors,
or


 



     


     


    

 


(iv)         the
consummation of a complete dissolution or liquidation of the Company.


 


The Committee may modify the
definition of Change of Control for a particular Grant as the Committee deems appropriate to comply with section 409A of the Code or otherwise.
Notwithstanding the foregoing, if a Grant constitutes deferred compensation subject to section 409A of the Code and the Grant provides
for payment upon a Change of Control, then, for purposes of such payment provisions, no Change of Control shall be deemed to have occurred
upon an event described in items (i) – (iv) above unless the event would also constitute a change in ownership or effective
control of, or a change in the ownership of a substantial portion of the assets of, the Company under section 409A of the Code.


 


Notwithstanding anything to the contrary in this
Plan, the following events do not constitute a Change of Control: (A) a transaction (other than a sale of all or substantially all
of the Company’s assets) in which the holders of the voting securities of the Company immediately prior to such transaction hold,
directly or indirectly, at least a majority of the voting securities in the successor corporation or its parent immediately after such
transaction; (B) a sale, lease, exchange or other transaction in one transaction or a series of related transactions of all or substantially
all of the Company’s assets to an affiliate of the Company or HCRX Management LLC; (C) the Company’s initial public offering
and any subsequent registered offerings or secondary sales by the Existing Partners (as defined in the Company’s amended and restated
certificate of incorporation) of any of the Company’s securities, unless any such subsequent registered offering or secondary sale
results in a third party who is not an affiliate owning more than 40% of the Company’s outstanding voting power immediately following
such offering or sale; (D) a reincorporation of the Company solely to change its jurisdiction; or (E) any transaction or series
of transactions principally for bona fide equity financing purposes in which cash is received by the Company or any successor or indebtedness
of the Company is cancelled or converted or a combination thereof.


 


(d)           “Code”
shall mean the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.


 


(e)           “Committee”
shall mean the Compensation Committee of the Board or another committee appointed by the Board to administer the Plan. The Committee shall
also consist of directors who are “non-employee directors” as defined under Rule 16b-3 promulgated under the Exchange
Act and “independent directors,” as determined in accordance with the independence standards established by the stock exchange
on which the Company Stock is at the time primarily traded.


 


(f)            “Company”
shall mean Healthcare Royalty, Inc., and shall include its successors.


 


(g)           “Company
Stock” shall mean Class A common stock of the Company.


 


(h)           “Continuing
Director” shall mean, as of any date of determination, any member of the Board who: (i) was a member of the Board upon
closing of the Company’s initial public offering, or (ii) was nominated for election or elected to the Board with the approval
of a majority of the Continuing Directors who were members of such Board at the time of such nomination or election.


 



    -2-


     


    

 


(i)            “Disability”
or “Disabled” shall mean, with respect to a Participant, unless otherwise set forth in the Grant Instrument, that the
Participant has been determined to be (1) disabled and entitled to receive benefits under the applicable Company’s long-term
disability plan and (2) disabled under Treasury Regulation section 1.409A-3(i)(4) or its successor. The date on which a Participant
shall be deemed to have incurred a Disability shall be the first date both requirements are satisfied as determined by the Committee or
its designee.


 


(j)            “Dividend
Equivalent” shall mean an amount determined by multiplying the number of shares of Company Stock subject to a Stock Unit or
Other Stock-Based Award by the per-share cash dividend paid by the Company on its outstanding Company Stock, or the per-share Fair Market
Value of any dividend paid on its outstanding Company Stock in consideration other than cash. If interest is credited on accumulated divided
equivalents, the term “Dividend Equivalent” shall include the accrued interest.


 


(k)           “Effective
Date” shall mean the business day immediately preceding the date at which the registration statement for the public offering
of the Company Stock is declared effective by the Securities and Exchange Commission and the Company Stock is priced for the public offering
of such Company Stock, subject to approval of the Plan by the stockholders of the Company.


 


(l)            “Providing
service to the Company” shall mean service as a member of the Board (so that, for purposes of exercising Options and SARs and
satisfying conditions with respect to Stock Awards, Stock Units, and Other Stock-Based Awards, a Participant shall not be considered to
have terminated service until the Participant ceases to be a member of the Board), unless the Committee determines otherwise.


 


(m)          “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.


 


(n)           “Exercise
Price” shall mean the per share price at which shares of Company Stock may be purchased under an Option, as designated by the
Committee.


 


(o)           “Fair
Market Value” shall mean:


 


(i)            If
the Company Stock is publicly traded, the Fair Market Value per share shall be determined as follows: (A) if the principal trading
market for the Company Stock is a national securities exchange, the closing sales price during regular trading hours on the relevant date
or, if there were no trades on that date, the latest preceding date upon which a sale was reported, or (B) if the Company Stock is
not principally traded on any such exchange, the last reported sale price of a share of Company Stock during regular trading hours on
the relevant date, as reported by the OTC Bulletin Board.


 


(ii)           If
the Company Stock is not publicly traded or, if publicly traded, is not subject to reported transactions as set forth above, the Fair
Market Value per share shall be determined by the Committee through any reasonable valuation method authorized under the Code.


 



    -3-


     


    

 


(iii)          If
a Grant is made effective on the date that the registration statement for the initial public offering of the Company Stock is declared
effective by the Securities and Exchange Commission and the Company Stock is priced for the initial public offering of such Company Stock,
then the Fair Market Value per share shall be equal to the per share price of Company Stock offered to the public in such initial public
offering.


 


(p)           “GAAP”
shall mean United States Generally Accepted Accounting Principles.


 


(q)           “Grant”
shall mean an Option, SAR, Stock Award, Stock Unit, or Other Stock-Based Award granted under the Plan.


 


(r)            “Grant
Instrument” shall mean the written agreement that sets forth the terms and conditions of a Grant, including all amendments thereto.


 


(s)           “Non-Employee
Director” shall mean a member of the Board who is not an employee of the Company and is an “independent director”
as determined in accordance with the independence standards established by the stock exchange on which the Company Stock is at the time
primarily traded.


 


(t)            “Option”
shall mean an option, which is not intended to be taxed as an incentive stock option under section 422 of the Code, to purchase shares
of Company Stock, as described in Section 6.


 


(u)           “Other
Stock-Based Award” shall mean any Grant based on, measured by or payable in Company Stock (other than an Option, Stock Unit,
Stock Award, or SAR), as described in Section 10.


 


(v)           “Participant”
shall mean a Non-Employee Director designated by the Committee to participate in the Plan.


 


(w)           “Performance
Goals” shall mean performance goals applicable to a Grant determined by the Committee. The Committee may make adjustments to
the Performance Goals in its discretion.


 


(x)            “Plan”
shall mean this Healthcare Royalty, Inc. 2021 Omnibus Incentive Compensation Plan for Directors (including any amendments, or amendments
and restatements, thereto).


 


(y)           “Restriction
Period” shall have the meaning given that term in Section 7(a).


 


(z)           “SAR”
shall mean a stock appreciation right, as described in Section 9.


 



    -4-


     


    

 


(aa)         “Stock
Award” shall mean an award of Company Stock, as described in Section 7.


 


(bb)         “Stock
Unit” shall mean an award of a phantom unit representing a share of Company Stock, as described in Section 8.


 


(cc)         “Substitute
Awards” shall have the meaning given that term in Section 4(c).


 


Section 2.              Administration


 


(a)            Committee.
The Plan shall be administered and interpreted by the Committee; provided, however, that any Grants to members of the Board must be authorized
by a majority of the Board. Subject to compliance with applicable law and the applicable stock exchange rules, the Board, in its discretion,
may perform any action of the Committee hereunder. To the extent that the Board or a subcommittee, references in the Plan to the “Committee”
shall be deemed to refer to the Board or such subcommittee.


 


(b)           Committee
Authority. The Committee shall have the sole authority to (i) determine the individuals to whom Grants shall be made under the
Plan, (ii) determine the type, size, terms and conditions of the Grants to be made to each such individual, (iii) determine
the time when the Grants will be made and the duration of any applicable exercise or restriction period, including the criteria for vesting
and exercisability and the acceleration of vesting and exercisability, (iv) amend the terms of any previously issued Grant, subject
to the provisions of Section 17 below, (v) determine and adopt terms, guidelines, and provisions, not inconsistent with the
Plan and applicable law, that apply to individuals working or residing outside of the United States who receive Grants under the Plan,
(vi) correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Grant Instrument, and (vii) deal
with any other matters arising under the Plan.


 


(c)            Committee
Determinations. The Committee shall have full power and express discretionary authority to administer and interpret the Plan, to make
factual determinations and to adopt or amend such rules, regulations, agreements and instruments for implementing the Plan and for the
conduct of its business as it deems necessary or advisable, in its sole discretion. The Committee’s interpretations of the Plan
and all determinations made by the Committee pursuant to the powers vested in it hereunder shall be conclusive and binding on all persons
having any interest in the Plan or in any awards granted hereunder. All powers of the Committee shall be executed in its sole discretion,
in the best interest of the Company, not as a fiduciary, and in keeping with the objectives of the Plan and need not be uniform as to
similarly situated individuals.


 


(d)           Indemnification.
No member of the Committee or the Board, and no employee of the Company shall be liable for any act or failure to act with respect to
the Plan, except in circumstances involving his or her bad faith or willful misconduct, or for any act or failure to act hereunder by
any other member of the Committee or employee or by any agent to whom duties in connection with the administration of this Plan have been
delegated. The Company shall indemnify members of the Committee and the Board and any agent of the Committee or the Board who is an employee
of the Company or a subsidiary against any and all liabilities or expenses to which they may be subjected by reason of any act or failure
to act with respect to their duties on behalf of the Plan, except in circumstances involving such person’s bad faith or willful
misconduct.


 



    -5-


     


    

 


Section 3.              Grants


 


Grants under the Plan may
consist of Options as described in Section 6, Stock Awards as described in Section 7, Stock Units as described in Section 8,
SARs as described in Section 9 and Other Stock-Based Awards as described in Section 10. All Grants shall be subject to the terms
and conditions set forth herein and to such other terms and conditions consistent with this Plan as the Committee deems appropriate and
as are specified in writing by the Committee to the individual in the Grant Instrument. All Grants shall be made conditional upon the
Participant’s acknowledgement, in writing or by acceptance of the Grant, that all decisions and determinations of the Committee
shall be final and binding on the Participant, his or her beneficiaries and any other person having or claiming an interest under such
Grant. Grants under a particular Section of the Plan need not be uniform as among the Participants.


 


Section 4.              Shares
Subject to the Plan


 


(a)            Shares
Authorized. Subject to adjustment as described below in Sections 4(b) and 4(e) below, the aggregate number of shares of
Company Stock that may be issued or transferred under the Plan shall be 750,000 shares of Company Stock outstanding.


 


(b)           Source
of Shares; Share Counting. Shares issued or transferred under the Plan may be authorized but unissued shares of Company Stock or reacquired
shares of Company Stock, including shares purchased by the Company on the open market for purposes of the Plan. If and to the extent Options
or SARs granted under the Plan, expire or are canceled, forfeited, exchanged or surrendered without having been exercised, or if any Stock
Awards, Stock Units or Other Stock-Based Awards are forfeited, terminated or otherwise not paid in full, the shares subject to such Grants
shall again be available for purposes of the Plan. If shares of Company Stock otherwise issuable under the Plan are surrendered in payment
of the Exercise Price of an Option, then the number of shares of Company Stock available for issuance under the Plan shall be reduced
only by the net number of shares actually issued by the Company upon such exercise and not by the gross number of shares as to which such
Option is exercised. Upon the exercise of any SAR under the Plan, the number of shares of Company Stock available for issuance under the
Plan shall be reduced by only by the net number of shares actually issued by the Company upon such exercise. To the extent any Grants
are paid in cash, and not in shares of Company Stock, any shares previously subject to such Grants shall again be available for issuance
or transfer under the Plan.


 


(c)           Substitute
Awards. Shares issued or transferred under Grants made pursuant to an assumption, substitution or exchange for previously granted
awards of a company acquired by the Company in a transaction (“Substitute Awards”) shall not reduce the number of shares
of Company Stock available under the Plan and available shares under a stockholder approved plan of an acquired company (as appropriately
adjusted to reflect the transaction) may be used for Grants under the Plan and shall not reduce the Plan’s share reserve (subject
to applicable stock exchange listing and Code requirements).


 



    -6-


     


    

 


(d)           Individual
Limit. Subject to adjustment as described below in Section 4(e), the maximum aggregate grant date value of shares of Company
Stock subject to Grants granted to any Non-Employee Director during any calendar year, taken together with any cash fees earned by such
Non-Employee Director for services rendered during the calendar year, shall not exceed $1,000,000 in total value. For purposes of this
limit, the value of such Grants shall be calculated based on the grant date fair value of such Grants for financial reporting purposes.


 


(e)           Adjustments.
If there is any change in the number or kind of shares of Company Stock outstanding by reason of (i) a stock dividend, spinoff, recapitalization,
stock split, or combination or exchange of shares, (ii) a merger, reorganization or consolidation, (iii) a reclassification
or change in par value, or (iv) any other extraordinary or unusual event affecting the outstanding Company Stock as a class without
the Company’s receipt of consideration, or if the value of outstanding shares of Company Stock is substantially reduced as a result
of a spinoff or the Company’s payment of an extraordinary dividend or distribution, the maximum number and kind of shares of Company
Stock available for issuance under the Plan, the maximum number and kind of shares of Company Stock for which any individual may receive
Grants in any year, the number and kind of shares covered by outstanding Grants, the number and kind of shares issued and to be issued
under the Plan, and the price per share or the applicable market value of such Grants shall be equitably adjusted by the Committee to
reflect any increase or decrease in the number of, or change in the kind or value of, the issued shares of Company Stock to preclude,
to the extent practicable, the enlargement or dilution of rights and benefits under the Plan and such outstanding Grants; provided, however,
that any fractional shares resulting from such adjustment shall be eliminated. In addition, in the event of a Change of Control, the provisions
of Section 12 of the Plan shall apply. Any adjustments to outstanding Grants shall be consistent with section 409A of the Code, to
the extent applicable. The adjustments of Grants under this Section 4(e) shall include adjustment of shares, Exercise Price
of Stock Options, base amount of SARs, performance goals or other terms and conditions, as the Committee deems appropriate. The Committee
shall have the sole discretion and authority to determine what appropriate adjustments shall be made and any adjustments determined by
the Committee shall be final, binding and conclusive.


 


Section 5.              Eligibility
for Participation


 


(a)            Eligible
Persons. All Non-Employee Directors shall be eligible to participate in the Plan.


 


(b)           Selection
of Participants. The Committee shall select the Non-Employee Directors to receive Grants and shall determine the number of shares
of Company Stock subject to a particular Grant in such manner as the Committee determines.


 



    -7-


     


    

 


Section 6.              Options


 


The Committee may grant Options
upon such terms as the Committee deems appropriate. The following provisions are applicable to Options:


 


(a)            Number
of Shares. The Committee shall determine the number of shares of Company Stock that will be subject to each Grant of Options.


 


(b)           Exercise
Price. The Exercise Price of Company Stock subject to an Option shall be determined by the Committee and shall be equal to or greater
than the Fair Market Value of a share of Company Stock on the date the Option is granted, unless otherwise determined by the Committee.


 


(c)           Option
Term. The Committee shall determine the term of each Option. The term of any Option shall not exceed ten years from the date of grant.


 


(d)           Exercisability
of Options. Options shall become exercisable in accordance with such terms and conditions, consistent with the Plan, as may be determined
by the Committee and specified in the Grant Instrument. The Committee may accelerate the exercisability of any or all outstanding Options
at any time for any reason.


 


(e)           Termination
of Service. Except as provided in the Grant Instrument, an Option may only be exercised while the Participant is providing services
to, the Company. The Committee shall determine in the Grant Instrument under what circumstances and during what time periods a Participant
may exercise an Option after termination of service.


 


(f)            Exercise
of Options. A Participant may exercise an Option that has become exercisable, in whole or in part, by delivering a notice of exercise
to the Company. The Participant shall pay the Exercise Price for an Option as specified by the Committee (i) in cash, (ii) unless
the Committee determines otherwise, by delivering shares of Company Stock owned by the Participant and having a Fair Market Value on the
date of exercise at least equal to the Exercise Price or by attestation (on a form prescribed by the Committee) to ownership of shares
of Company Stock having a Fair Market Value on the date of exercise at least equal to the Exercise Price, (iii) by payment through
a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, (iv) if permitted by the Committee,
by withholding shares of Company Stock subject to the exercisable Option, which have a Fair Market Value on the date of exercise equal
to the Exercise Price, or (v) by such other method as the Committee may approve. Shares of Company Stock used to exercise an Option
shall have been held by the Participant for the requisite period of time necessary to avoid adverse accounting consequences to the Company
with respect to the Option. Payment for the shares to be issued or transferred pursuant to the Option must be received by the Company
by the time specified by the Committee depending on the type of payment being made, but in all cases prior to the issuance or transfer
of such shares.


 



    -8-


     


    

 


Section 7.              Stock
Awards


 


The Committee may issue or
transfer shares of Company Stock under a Stock Award, upon such terms as the Committee deems appropriate. The following provisions are
applicable to Stock Awards:


 


(a)            General
Requirements. Shares of Company Stock issued or transferred pursuant to Stock Awards may be issued or transferred for consideration
or for no consideration, and subject to restrictions or no restrictions, as determined by the Committee. The Committee may, but shall
not be required to, establish conditions under which restrictions on Stock Awards shall lapse over a period of time or according to such
other criteria as the Committee deems appropriate, including, without limitation, restrictions based upon the achievement of specific
Performance Goals. The period of time during which the Stock Awards will remain subject to restrictions will be designated in the Grant
Instrument as the “Restriction Period.”


 


(b)           Number
of Shares. The Committee shall determine the number of shares of Company Stock to be issued or transferred pursuant to a Stock Award
and the restrictions applicable to such shares.


 


(c)           Requirement
of Service. If the Participant ceases to provide service to the Company during a period designated in the Grant Instrument as the
Restriction Period, or if other specified conditions are not met, the Stock Award shall terminate as to all shares covered by the Grant
as to which the restrictions have not lapsed, and those shares of Company Stock must be immediately returned to the Company. The Committee
may, however, provide for complete or partial exceptions to this requirement as it deems appropriate.


 


(d)           Restrictions
on Transfer and Legend on Stock Certificate. During the Restriction Period, a Participant may not sell, assign, transfer, pledge or
otherwise dispose of the shares of a Stock Award except under Section 15 below. Unless otherwise determined by the Committee, the
Company will retain possession of certificates for shares of Stock Awards until all restrictions on such shares have lapsed. Each certificate
for a Stock Award, unless held by the Company, shall contain a legend giving appropriate notice of the restrictions in the Grant. The
Participant shall be entitled to have the legend removed from the stock certificate covering the shares subject to restrictions when all
restrictions on such shares have lapsed. The Committee may determine that the Company will not issue certificates for Stock Awards until
all restrictions on such shares have lapsed.


 


(e)           Right
to Vote and to Receive Dividends. Unless the Committee determines otherwise, during the Restriction Period, the Participant shall
have the right to vote shares of Stock Awards and to receive any dividends or other distributions paid on such shares, subject to any
restrictions deemed appropriate by the Committee, including, without limitation, the achievement of specific Performance Goals. Dividends
with respect to Stock Awards that vest based on performance shall vest if and to the extent that the underlying Stock Award vests, as
determined by the Committee.


 


(f)            Lapse
of Restrictions. All restrictions imposed on Stock Awards shall lapse upon the expiration of the applicable Restriction Period and
the satisfaction of all conditions, if any, imposed by the Committee. The Committee may determine, as to any or all Stock Awards, that
the restrictions shall lapse without regard to any Restriction Period.


 



    -9-


     


    

 


Section 8.              Stock
Units


 


The Committee may grant Stock
Units, each of which shall represent one hypothetical share of Company Stock, upon such terms and conditions as the Committee deems appropriate.
The following provisions are applicable to Stock Units:


 


(a)           Crediting
of Units. Each Stock Unit shall represent the right of the Participant to receive a share of Company Stock or an amount of cash based
on the value of a share of Company Stock, if and when specified conditions are met. All Stock Units shall be credited to bookkeeping accounts
established on the Company’s records for purposes of the Plan.


 


(b)           Terms
of Stock Units. The Committee may grant Stock Units that vest and are payable if specified Performance Goals or other conditions are
met, or under other circumstances. Stock Units may be paid at the end of a specified performance period or other period, or payment may
be deferred to a date authorized by the Committee. The Committee may accelerate vesting or payment, as to any or all Stock Units at any
time for any reason, provided such acceleration complies with section 409A of the Code. The Committee shall determine the number of Stock
Units to be granted and the requirements applicable to such Stock Units.


 


(c)           Requirement
of Service. If the Participant ceases to provide service to the Company prior to the vesting of Stock Units, or if other conditions
established by the Committee are not met, the Participant’s Stock Units shall be forfeited. The Committee may, however, provide
for complete or partial exceptions to this requirement as it deems appropriate.


 


(d)           Payment
With Respect to Stock Units. Payments with respect to Stock Units shall be made in cash, Company Stock or any combination of the foregoing,
as the Committee shall determine.


 


Section 9.              Stock
Appreciation Rights


 


The Committee may grant SARs
separately or in tandem with any Option. The following provisions are applicable to SARs:


 


(a)           General
Requirements. The Committee may grant SARs separately or in tandem with any Option (for all or a portion of the applicable Option).
Tandem SARs may be granted either at the time the Option is granted or at any time thereafter while the Option remains outstanding. The
Committee shall establish the base amount of the SAR at the time the SAR is granted. The base amount of each SAR shall be equal to or
greater than the Fair Market Value of a share of Company Stock as of the date of grant of the SAR. The term of any SAR shall not exceed
ten years from the date of grant. Notwithstanding the foregoing, in the event that on the last business day of the term of a SAR, the
exercise of the SAR is prohibited by applicable law, including a prohibition on purchases or sales of Company Stock under the Company’s
insider trading policy, the term shall be extended for a period of 30 days following the end of the legal prohibition, unless the Committee
determines otherwise.


 


(b)           Tandem
SARs. In the case of tandem SARs, the number of SARs granted to a Participant that shall be exercisable during a specified period
shall not exceed the number of shares of Company Stock that the Participant may purchase upon the exercise of the related Option during
such period. Upon the exercise of an Option, the SARs relating to the Company Stock covered by such Option shall terminate. Upon the exercise
of SARs, the related Option shall terminate to the extent of an equal number of shares of Company Stock.


 



    -10-


     


    

 


(c)            Exercisability.
An SAR shall be exercisable during the period specified by the Committee in the Grant Instrument and shall be subject to such vesting
and other restrictions as may be specified in the Grant Instrument. The Committee may accelerate the exercisability of any or all outstanding
SARs at any time for any reason. SARs may only be exercised while the Participant is providing service to, the Company or during the applicable
period after termination of service as specified by the Committee. A tandem SAR shall be exercisable only during the period when the Option
to which it is related is also exercisable.


 


(d)           Value
of SARs. When a Participant exercises SARs, the Participant shall receive in settlement of such SARs an amount equal to the value
of the stock appreciation for the number of SARs exercised. The stock appreciation for an SAR is the amount by which the Fair Market Value
of the underlying Company Stock on the date of exercise of the SAR exceeds the base amount of the SAR as described in subsection (a).


 


(e)            Form of
Payment. The appreciation in an SAR shall be paid in shares of Company Stock, cash or any combination of the foregoing, as the Committee
shall determine. For purposes of calculating the number of shares of Company Stock to be received, shares of Company Stock shall be valued
at their Fair Market Value on the date of exercise of the SAR.


 


Section 10.            Other
Stock-Based Awards


 


The Committee may grant Other
Stock-Based Awards, which are awards (other than those described in Sections 6, 7, 8 and 9 of the Plan) that are based on or measured
by Company Stock, on such terms and conditions as the Committee shall determine. Other Stock-Based Awards may be awarded subject to the
achievement of Performance Goals or other criteria or other conditions and may be payable in cash, Company Stock or any combination of
the foregoing, as the Committee shall determine.


 


Section 11.            Dividend
Equivalents


 


The Committee may grant Dividend
Equivalents in connection with Stock Units or Other Stock-Based Awards. Dividend Equivalents may be paid currently or accrued as contingent
cash obligations and may be payable in cash or shares of Company Stock, and upon such terms and conditions as the Committee shall determine.
Dividend Equivalents with respect to Stock Units or Other Stock-Based Awards that vest based on performance shall vest and be paid only
if and to the extent the underlying Stock Units or Other Stock-Based Awards vest and are paid, as determined by the Committee.


 


Section 12.            Consequences
of a Change of Control


 


(a)           Assumption
of Outstanding Grants. Upon a Change of Control where the Company is not the surviving corporation (or survives only as a subsidiary
of another corporation), unless the Committee determines otherwise, all outstanding Grants that are not exercised or paid at the time
of the Change of Control shall be assumed by, or replaced with grants that have comparable terms by, the surviving corporation (or a parent
or subsidiary of the surviving corporation). After a Change of Control, references to the “Company” as they relate to service
providers shall include the successor in the transaction, subject to applicable law.


 



    -11-


     


    

 


(b)           Other
Alternatives. In the event of a Change of Control, if any outstanding Grants are not assumed by, or replaced with grants that have
comparable terms by, the surviving corporation (or a parent or subsidiary of the surviving corporation), the Committee may take any of
the following actions with respect to any or all outstanding Grants, without the consent of any Participant: (i) the Committee may
determine that outstanding Stock Options and SARs shall automatically accelerate and become fully exercisable and the restrictions and
conditions on outstanding Stock Awards, Stock Units, and Dividend Equivalents shall immediately lapse; (ii) the Committee may determine
that Participants shall receive a payment in settlement of outstanding Stock Units, or Dividend Equivalents, in such amount and form as
may be determined by the Committee; (iii) the Committee may require that Participants surrender their outstanding Stock Options and
SARs in exchange for a payment by the Company, in cash or Company Stock as determined by the Committee, in an amount equal to the amount,
if any, by which the then Fair Market Value of the shares of Company Stock subject to the Participant’s unexercised Stock Options
and SARs exceeds the Stock Option Exercise Price or SAR base amount, and (iv) after giving Participants an opportunity to exercise
all of their outstanding Stock Options and SARs, the Committee may terminate any or all unexercised Stock Options and SARs at such time
as the Committee deems appropriate. Such surrender, termination or payment shall take place as of the date of the Change of Control or
such other date as the Committee may specify. Without limiting the foregoing, if the per share Fair Market Value of the Company Stock
does not exceed the per share Stock Option Exercise Price or SAR base amount, as applicable, the Company shall not be required to make
any payment to the Participant upon surrender of the Stock Option or SAR.


 


(c)           Release.
The Committee may condition the payment made pursuant to the terms of the Plan as a result of a Change of Control upon the execution of
a Release by the Participant in a form established by the Company.


 


Section 13.            Deferrals


 


The Committee may permit or
require a Participant to defer receipt of the payment of cash or the delivery of shares that would otherwise be due to such Participant
in connection with any Grant. If any such deferral election is permitted or required, the Committee shall establish rules and procedures
for such deferrals and may provide for interest or other earnings to be paid on such deferrals. The rules and procedures for any
such deferrals shall be consistent with applicable requirements of section 409A of the Code.


 


Section 14.            Taxes
and Withholding


 


If applicable, the Company
will have the right, in its discretion, to deduct from any and all Federal, state and local taxes required by law to be withheld with
respect to any cash and/or shares to which a Participant becomes entitled under the Plan. A Participant may be required to pay to the
Company, prior to delivery of certificates representing such shares and prior to such shares being credited to a book entry account in
the Participant’s name, the amount of any such taxes. If applicable, the Company will accept whole shares of Company Stock of equivalent
Fair Market Value in payment of the Company’s minimum statutory withholding tax obligations if the Participant elects to make payment
in shares.


 



    -12-


     


    

 


Section 15.            Transferability
of Grants


 


(a)            Nontransferability
of Grants. Except as described in subsection (b) below, only the Participant may exercise rights under a Grant during the Participant’s
lifetime. A Participant may not transfer those rights except (i) by will or by the laws of descent and distribution or (ii) pursuant
to a domestic relations order. When a Participant dies, the personal representative or other person entitled to succeed to the rights
of the Participant may exercise such rights. Any such successor must furnish proof satisfactory to the Company of his or her right to
receive the Grant under the Participant’s will or under the applicable laws of descent and distribution.


 


(b)           Transfer
of Options. Notwithstanding the foregoing, the Committee may provide, in a Grant Instrument, that a Participant may transfer Options
to family members, or one or more trusts or other entities for the benefit of or owned by family members, consistent with the applicable
securities laws, according to such terms as the Committee may determine; provided that the Participant receives no consideration for the
transfer of an Option and the transferred Option shall continue to be subject to the same terms and conditions as were applicable to the
Option immediately before the transfer.


 


Section 16.            Requirements
for Issuance or Transfer of Shares


 


No Company Stock shall be
issued or transferred in connection with any Grant hereunder unless and until all legal requirements applicable to the issuance or transfer
of such Company Stock have been complied with to the satisfaction of the Committee. The Committee shall have the right to condition any
Grant on the Participant’s undertaking in writing to comply with such restrictions on his or her subsequent disposition of the shares
of Company Stock as the Committee shall deem necessary or advisable, and certificates representing such shares may be legended to reflect
any such restrictions. Certificates representing shares of Company Stock issued or transferred under the Plan may be subject to such stop-transfer
orders and other restrictions as the Committee deems appropriate to comply with applicable laws, regulations and interpretations, including
any requirement that a legend be placed thereon.


 


Section 17.            Amendment
and Termination of the Plan


 


(a)           Amendment.
The Board may amend or terminate the Plan at any time; provided, however, that the Board shall not amend the Plan without stockholder
approval if such approval is required in order to comply with the Code or other applicable law, or to comply with applicable stock exchange
requirements.


 


(b)           No
Repricing of Options or SARs. Except in connection with a corporate transaction involving the Company (including, without limitation,
any stock dividend, distribution (whether in the form of cash, Company Stock, other securities or property), stock split, extraordinary
cash dividend, recapitalization, change in control, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase
or exchange of shares of Company Stock or other securities, or similar transactions), the Company may not, without obtaining stockholder
approval, (i) amend the terms of outstanding Stock Options or SARs to reduce the Exercise Price of such outstanding Stock Options
or base price of such SARs, (ii) cancel outstanding Stock Options or SARs in exchange for Stock Options or SARs with an Exercise
Price or base price, as applicable, that is less than the Exercise Price or base price of the original Stock Options or SARs or (iii) cancel
outstanding Stock Options or SARs with an Exercise Price or base price, as applicable, above the current stock price in exchange for cash
or other securities.


 



    -13-


     


    

 


(c)           Termination
of Plan. The Plan shall terminate on the day immediately preceding the tenth anniversary of its Effective Date, unless the Plan is
terminated earlier by the Board or is extended by the Board with the approval of the stockholders.


 


(d)           Termination
and Amendment of Outstanding Grants. A termination or amendment of the Plan that occurs after a Grant is made shall not materially
impair the rights of a Participant unless the Participant consents or unless the Committee acts under Section 18(f) below. The
termination of the Plan shall not impair the power and authority of the Committee with respect to an outstanding Grant. Whether or not
the Plan has terminated, an outstanding Grant may be terminated or amended under Section 18(f) below or may be amended by agreement
of the Company and the Participant consistent with the Plan.


 


Section 18.            Miscellaneous


 


(a)           Grants
in Connection with Corporate Transactions and Otherwise. Nothing contained in the Plan shall be construed to (i) limit the right
of the Committee to make Grants under the Plan in connection with the acquisition, by purchase, lease, merger, consolidation or otherwise,
of the business or assets of any corporation, firm or association, or (ii) limit the right of the Company to grant stock options
or make other awards outside of the Plan. Notwithstanding anything in the Plan to the contrary, the Committee may establish such terms
and conditions of the new Grants as it deems appropriate, including setting the Exercise Price of Options or the base price of SARs at
a price necessary to retain for the Participant the same economic value as the prior options or rights.


 


(b)           Governing
Document. The Plan shall be the controlling document. No other statements, representations, explanatory materials or examples, oral
or written, may amend the Plan in any manner. The Plan shall be binding upon and enforceable against the Company and its successors and
assigns.


 


(c)           Funding
of the Plan. The Plan shall be unfunded. The Company shall not be required to establish any special or separate fund or to make any
other segregation of assets to assure the payment of any Grants under the Plan.


 


(d)           Rights
of Participants. Nothing in the Plan shall entitle any Non-Employee Director or other person to any claim or right to receive a Grant
under the Plan. Neither the Plan nor any action taken hereunder shall be construed as giving any individual any rights to be retained
by or provide service to the Company.


 


(e)           No
Fractional Shares. No fractional shares of Company Stock shall be issued or delivered pursuant to the Plan or any Grant. Except as
otherwise provided under the Plan, the Committee shall determine whether cash, other awards or other property shall be issued or paid
in lieu of such fractional shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated.


 



    -14-


     


    

 


(f)            Compliance
with Law.


 


(i)            The
Plan, the exercise of Options and SARs and the obligations of the Company to issue or transfer shares of Company Stock under Grants shall
be subject to all applicable laws and regulations, and to approvals by any governmental or regulatory agency as may be required. With
respect to persons subject to section 16 of the Exchange Act, it is the intent of the Company that the Plan and all transactions under
the Plan comply with all applicable provisions of Rule 16b-3 or its successors under the Exchange Act. In addition, it is the intent
of the Company that, to the extent applicable, Grants comply with the requirements of section 409A of the Code. To the extent that any
legal requirement of section 16 of the Exchange Act or section 409A of the Code as set forth in the Plan ceases to be required under section
16 of the Exchange Act or section 409A of the Code, that Plan provision shall cease to apply. The Committee may revoke any Grant if it
is contrary to law or modify a Grant to bring it into compliance with any valid and mandatory government regulation. The Committee may
also adopt rules regarding the withholding of taxes on payments to Participants. The Committee may, in its sole discretion, agree
to limit its authority under this Section.


 


(ii)           The
Plan is intended to comply with the requirements of section 409A of the Code, to the extent applicable. Each Grant shall be construed
and administered such that the Grant either (A) qualifies for an exemption from the requirements of section 409A of the Code or (B) satisfies
the requirements of section 409A of the Code. If a Grant is subject to section 409A of the Code, (I) distributions shall only be
made in a manner and upon an event permitted under section 409A of the Code, (II) payments to be made upon a termination of service
shall only be made upon a “separation from service” under section 409A of the Code, (III) unless the Grant specifies
otherwise, each installment payment shall be treated as a separate payment for purposes of section 409A of the Code, and (IV) in
no event shall a Participant, directly or indirectly, designate the calendar year in which a distribution is made except in accordance
with section 409A of the Code.


 


(iii)          Notwithstanding
anything in the Plan or any Grant Instrument to the contrary, each Participant shall be solely responsible for the tax consequences of
Grants under the Plan, and in no event shall the Company or any subsidiary or affiliate of the Company have any responsibility or liability
if a Grant does not meet any applicable requirements of section 409A of the Code. Although the Company intends to administer the Plan
to prevent taxation under section 409A of the Code, the Company does not represent or warrant that the Plan or any Grant complies with
any provision of federal, state, local or other tax law.


 


(g)           Establishment
of Subplans. The Committee may from time to time establish one or more sub-plans under the Plan for purposes of satisfying the requirements
of local law or to obtain more favorable tax or other treatment with respect to grants to participants who reside or work outside of the
United States. The Committee shall establish such sub-plans by adopting supplements to the Plan setting forth such additional terms and
conditions not otherwise inconsistent with the Plan as the Committee shall deem necessary. All supplements adopted by the Committee shall
be deemed to be part of the Plan.


 



    -15-


     


    

 


(h)           Company
Policies; Clawback; Recoupment. All Grants (including any proceeds, gains or other economic benefit actually or constructively received
by the Participant upon any receipt of any Grant or upon the receipt or resale of any shares of Company Stock underlying the Grant) shall
be subject to the provisions of any applicable policies implemented by the Company, including, any clawback or recoupment. In addition,
all Grants under the Plan shall be subject to any applicable share trading policies and other policies that may be implemented by the
Board from time to time.


 


(i)             Governing
Law. The validity, construction, interpretation and effect of the Plan and Grant Instruments issued under the Plan shall be governed
and construed by and determined in accordance with the laws of the State of Delaware, without giving effect to the conflict of laws provisions
thereof.


 



    -16-