International Seaways, Inc. S-8


Exhibit 4.3


 


DIAMOND S SHIPPING INC.


2019 EQUITY AND INCENTIVE COMPENSATION PLAN


1.                  
Purpose. The purpose of this Plan is to attract and retain non-employee Directors, Employees and certain consultants to
the Company and its Subsidiaries and to provide to such Persons incentives and rewards for service and/or performance.


2.                  
Definitions. As used in this Plan:


(a)                
“Appreciation Right” means a right granted pursuant to Section 5 of this Plan.


(b)               
“Base Price” means the price to be used as the basis for determining the Spread upon the exercise of
an Appreciation Right.


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


(d)               
“Change in Control” has the meaning set forth in Section 12 of this Plan.


(e)                
“Code” means the Internal Revenue Code of 1986, as amended from time to time.


(f)                 
“Committee” means the Compensation Committee of the Board (or its successor(s)) or any other committee
of the Board designated by the Board to administer this Plan pursuant to Section 10 of this Plan; provided that, “Committee”
will mean the Board with respect to Participants who are non-employee Directors.


(g)               
“Common Stock” means the common stock, no par value, of the Company or any security into which such common
stock may be changed by reason of any transaction or event of the type referred to in Section 11 of this Plan.


(h)               
“Company” means Diamond S Shipping Inc., a Marshall Islands corporation, and its successors.


(i)                 
“Date of Grant” means the date provided for by the Committee on which a grant of Option Rights, Appreciation
Rights, Performance Shares, Performance Units or other awards contemplated by Section 9 of this Plan or a grant or sale
of Restricted Stock, Restricted Stock Units or other awards contemplated by Section 9 of this Plan, will become effective
(which date will not be earlier than the date on which the Committee takes action with respect thereto).


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


(k)               
“Effective Date” means the date that the Common Stock is listed for trading on the NYSE.


(l)                 
“Employee” means any individual, including officers and Directors, employed by the Company or any Subsidiary.
Neither service as a Director nor payment of a director’s fee by the Company will be sufficient to constitute “employment”
by the Company or any Subsidiary.


(m)              
“Evidence of Award’’ means an agreement, certificate, resolution or other type or form of writing
or other evidence approved by the Committee that sets forth the terms and conditions of the awards granted under this Plan. An Evidence
of Award may be in an electronic medium, may be limited to notation on the books and records of the Company and, unless otherwise determined
by the Committee, need not be signed by a representative of the Company or a Participant.


(n)               
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder,
as such law, rules and regulations may be amended from time to time.


(o)               
“Incentive Stock Option” means an Option Right that is intended to qualify as an “incentive stock
option” under Section 422 of the Code or any successor provision.




    	 



    	 



    

(p)               
 “Management Objectives” means the measurable performance objective or objectives established pursuant
to this Plan for Participants who have received grants of Performance Shares or Performance Units or, when so determined by the Committee,
Option Rights, Appreciation Rights, Restricted Stock, Restricted Stock Units, dividend equivalents or other awards pursuant to this Plan.
If the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company, or the
manner in which it conducts its business, or other events or circumstances render the Management Objectives unsuitable, the Committee
may in its discretion modify such Management Objectives or the acceptable levels of achievement, in whole or in part, as the Committee
deems appropriate and equitable.


(q)               
“Market Value per Share” means, as of any particular date, if the Common Stock is listed on any established
stock exchange or traded on any established market, and unless otherwise determined by the Committee, the closing price of a share of
Common Stock as quoted on such exchange or market on the date of determination, as reported in a source the Committee deems reliable.
If there is no closing price for the Common Stock on the particular date, then the Market Value per Share will be the closing price on
the last preceding date for which such quotation exists. If there is no regular public trading market for the shares of Common Stock,
then the Market Value per Share will be the fair market value as determined in good faith by the Committee. The Committee is authorized
to adopt another fair market value pricing method provided such method is stated in the applicable Evidence of Award and is in compliance
with the fair market value pricing rules set forth in Section 409A of the Code.


(r)                 
“Optionee” means the optionee named in an Evidence of Award evidencing an outstanding Option Right.


(s)                
“Option Price” means the purchase price payable on exercise of an Option Right.


(t)                 
“Option Right” means the right to purchase shares of Common Stock upon exercise of an award granted pursuant
to Section 4 of this Plan.


(u)               
“Participant” means a Person who is selected by the Committee to receive benefits under this Plan and
who is at the time (i) an Employee, including an individual who has agreed to commence serving in such capacity within 90 days of the
Date of Grant, (ii) a consultant (provided that such Person satisfies the Form S-8 definition of “employee”) or (iii) a non-employee
Director.


(v)               
“Performance Period” means, in respect of a Performance Share or Performance Unit, a period of time established
pursuant to Section 8 of this Plan within which the Management Objectives relating to such Performance Share or Performance
Unit are to be achieved.


(w)              
“Performance Share” means a bookkeeping entry that records the equivalent of one share of Common Stock
awarded pursuant to Section 8 of this Plan.


(x)               
“Performance Unit” means a bookkeeping entry awarded pursuant to Section 8 of this Plan
that records a unit equivalent to $1.00 or such other value as is determined by the Committee.


(y)               
“Person” means any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of
the Exchange Act).


(z)                
“Plan” means this Equity and Incentive Compensation Plan, as may be amended or amended and restated from
time to time.


(aa)             
“Restricted Stock” means shares of Common Stock granted or sold pursuant to Section 6 of
this Plan as to which neither the substantial risk of forfeiture nor the prohibition on transfers has expired.


(bb)            
“Restricted Stock Units” means an award made pursuant to Section 7 of this Plan of the
right to receive shares of Common Stock, cash or a combination thereof at the end of the applicable Restriction Period.


(cc)             
“Restriction Period” means the period of time during which Restricted Stock Units are subject to restrictions,
as provided in Section 7 of this Plan.




    	 



    	 



    

(dd)            
 “Spread” means the excess of the Market Value per Share on the date when an Appreciation Right is exercised
over the Base Price provided for with respect to the Appreciation Right.


(ee)             
“Stockholder” means an individual or entity that owns one or more shares of Common Stock.


(ff)              
“Subsidiary” means a corporation, company or other entity (i) more than 50% of whose outstanding shares
or securities (representing the right to vote for the election of directors or other managing authority) are, or (ii) which does not have
outstanding shares or securities (as may be the case in a partnership, joint venture, limited liability company, unincorporated association
or other similar entity), but more than 50% of whose ownership interest representing the right generally to make decisions for such other
entity is, at such applicable time, owned or controlled, directly or indirectly, by the Company; provided, however, that for purposes
of determining whether any individual may be a Participant for purposes of any grant of Incentive Stock Options, “Subsidiary”
means any corporation in which the Company at the time owns or controls, directly or indirectly, more than 50% of the total combined Voting
Power represented by all classes of stock issued by such corporation.


(gg)            
“Voting Power” means, at any time, the combined voting power of the then-outstanding securities entitled
to vote generally in the election of Directors in the case of the Company or members of the board of directors or similar body in the
case of another entity.


3.                  
Shares Available Under This Plan.


(a)                
Maximum Shares Available Under This Plan.


		(i)	Subject to adjustment as provided in Section 11 of this Plan and the share counting rules
set forth in Section 3(b) of this Plan, the number of shares of Common Stock available under this Plan for awards of (A)
Option Rights or Appreciation Rights, (B) Restricted Stock, (C) Restricted Stock Units, (D) Performance Shares or Performance Units, (E)
awards contemplated by Section 9 of this Plan or (F) dividend equivalents paid with respect to awards made under this Plan
will not exceed in the aggregate 3,989,000 shares of Common Stock. Such shares may be shares of original issuance or treasury shares or
a combination of the foregoing.



		(ii)	The aggregate number of shares of Common Stock available under Section 3(a)(i) of this Plan
will be reduced by (A) one share of Common Stock for every one share of Common Stock subject to an award of Option Rights or Appreciation
Rights granted under this Plan, and (B) two shares of Common Stock for every one share of Common Stock subject to an award other than
of Option Rights or Appreciation Rights granted under this Plan.



(b)               
Share Counting Rules.


		(i)	Except as provided in Section 22 of this Plan, if any award granted under this Plan (in
whole or in part) is cancelled or forfeited, expires, is settled for cash or is unearned, the shares of Common Stock subject to such award
will, to the extent of such cancellation, forfeiture, expiration, cash settlement or unearned amount, again be available under Section
3(a)(i) above (at a rate of one share of Common Stock for every one share of Common Stock subject to awards of Option Rights or
Appreciation Rights and two shares of Common Stock for every one share of Common Stock subject to awards other than of Option Rights or
Appreciation Rights).



		(ii)	Notwithstanding anything to the contrary contained in this Plan: (A) shares of Common Stock withheld by
the Company, tendered or otherwise used in payment of the Option Price of an Option Right will not be added (or added back, as applicable)
to the aggregate number of shares of Common Stock available under Section 3(a)(i) of this Plan; (B) shares of Common Stock
withheld by the





    	 



    	 



    

Company, tendered or otherwise used to
satisfy tax withholding with respect to awards other than as described in clause (C) will not be added (or added back, as applicable)
to the aggregate number of shares of Common Stock available under Section 3(a)(i) of this Plan; (C) shares of Common Stock
withheld by the Company, tendered or otherwise used prior to the tenth anniversary of the Effective Date to satisfy tax withholding with
respect to awards other than Option Rights or Appreciation Rights will be added back (but only to the extent such withholding did not
exceed the minimum amounts of tax required to be withheld) to the aggregate number of shares of Common Stock available under Section 3(a)(i)
of this Plan; (D) shares of Common Stock subject to an Appreciation Right that are not actually issued in connection with the settlement
of such Appreciation Right on the exercise thereof will not be added back to the aggregate number of shares of Common Stock available
under Section 3(a)(i) of this Plan; and (E) shares of Common Stock reacquired by the Company on the open market or otherwise
using cash proceeds from the exercise of Option Rights will not be added (or added back, as applicable) to the aggregate number of shares
of Common Stock available under Section 3(a)(i) of this Plan.


		(iii)	If, under this Plan, a Participant has elected to give up the right to receive compensation in exchange
for shares of Common Stock based on fair market value, such shares of Common Stock will not count against the aggregate limit under Section
3(a)(i) of this Plan.



(c)                
Limit on Incentive Stock Options. Notwithstanding anything to the contrary contained in this Plan, and subject to adjustment
as provided in Section 11 of this Plan, the aggregate number of shares of Common Stock actually issued or transferred by
the Company upon the exercise of Incentive Stock Options will not exceed 3,989,000shares of Common Stock.


(d)               
Individual Director Limit. Notwithstanding anything to the contrary contained in this Plan, and subject to adjustment as
provided in Section 11 of this Plan, in no event will any non-employee Director in any one calendar year be granted compensation
for such service having an aggregate maximum value (measured at the Date of Grant as applicable, and calculating the value of any awards
under this Plan based on the grant date fair value for financial reporting purposes) in excess of $350,000.


4.                  
Option Rights. The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the
granting to Participants of Option Rights. Each such grant may utilize any or all of the authorizations, and will be subject to all of
the requirements, contained in the following provisions:


(a)                
Each grant will specify the number of shares of Common Stock to which it pertains subject to the limitations set forth in Section
3 of this Plan.


(b)               
Each grant will specify an Option Price per share of Common Stock, which (except with respect to awards under Section 22
of this Plan) may not be less than the Market Value per Share on the Date of Grant.


(c)                
Each grant will specify whether the Option Price will be payable (i) in cash, by check acceptable to the Company or by wire transfer
of immediately available funds, (ii) by the actual or constructive transfer to the Company of shares of Common Stock owned by the Optionee
having a value at the time of exercise equal to the total Option Price, (iii) subject to any conditions or limitations established by
the Committee, by the withholding of shares of Common Stock otherwise issuable upon exercise of an Option Right pursuant to a “net
exercise” arrangement (it being understood that, solely for purposes of determining the number of treasury shares held by the Company,
the shares of Common Stock so withheld will not be treated as issued and acquired by the Company upon such exercise), (iv) by a combination
of such methods of payment or (v) by such other methods as may be approved by the Committee.


(d)               
To the extent permitted by law, any grant may provide for deferred payment of the Option Price from the proceeds of sale through
a bank or broker on a date satisfactory to the Company of some or all of the shares of Common Stock to which such exercise relates.




    	 



    	 



    

(e)                
 Successive grants may be made to the same Participant whether or not any Option Rights previously granted to such Participant
remain unexercised.


(f)                 
Each grant will specify the period or periods of continuous service by the Optionee with the Company or any Subsidiary, if any,
that is necessary before any Option Rights or installments thereof will become exercisable. Option Rights may provide for continued vesting
or the earlier exercise of such Option Rights, including in the event of the retirement, death or disability of a Participant or in the
event of a Change in Control.


(g)               
Any grant of Option Rights may specify Management Objectives that must be achieved as a condition to the exercise of such rights.


(h)               
Option Rights granted under this Plan may be (i) options, including Incentive Stock Options, that are intended to qualify under
particular provisions of the Code, (ii) options that are not intended to so qualify or (iii) combinations of the foregoing. Incentive
Stock Options may only be granted to Participants who meet the definition of “employees” under Section 3401(c) of the Code.


(i)                 
No Option Right will be exercisable more than 10 years from the Date of Grant. The Committee may provide in any Evidence of Award
for the automatic exercise of an Option Right upon such terms and conditions as established by the Committee.


(j)                 
Option Rights granted under this Plan may not provide for any dividends or dividend equivalents thereon.


(k)               
Each grant of Option Rights will be evidenced by an Evidence of Award. Each Evidence of Award will be subject to this Plan and
will contain such terms and provisions, consistent with this Plan, as the Committee may approve.


5.                  
Appreciation Rights.


(a)                
The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the granting to any Participant
of Appreciation Rights. An Appreciation Right will be the right of the Participant to receive from the Company an amount determined by
the Committee, which will be expressed as a percentage of the Spread (not exceeding 100%) at the time of exercise.


(b)               
Each grant of Appreciation Rights may utilize any or all of the authorizations, and will be subject to all of the requirements,
contained in the following provisions:


		(i)	Each grant may specify that the amount payable on exercise of an Appreciation Right will be paid by the
Company in cash, shares of Common Stock or any combination thereof.



		(ii)	Any grant may specify that the amount payable on exercise of an Appreciation Right may not exceed a maximum
specified by the Committee on the Date of Grant.



		(iii)	Any grant may specify waiting periods before exercise and permissible exercise dates or periods.



		(iv)	Each grant will specify the period or periods of continuous service by the Participant with the Company
or any Subsidiary, if any, that is necessary before the Appreciation Rights or installments thereof will become exercisable. Appreciation
Rights may provide for continued vesting or the earlier exercise of such Appreciation Rights, including in the event of the retirement,
death or disability of a Participant or in the event of a Change in Control.



		(v)	Any grant of Appreciation Rights may specify Management Objectives that must be achieved as a condition
of the exercise of such Appreciation Rights.





    	 



    	 



    

		(vi)	Appreciation Rights granted under this Plan may not provide for any dividends or dividend equivalents
thereon.



		(vii)	Successive grants of Appreciation Rights may be made to the same Participant regardless of whether any
Appreciation Rights previously granted to the Participant remain unexercised.



		(viii)	Each grant of Appreciation Rights will be evidenced by an Evidence of Award. Each Evidence of Award will
be subject to this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee may approve.



		(ix)	Each grant will specify in respect of each Appreciation Right a Base Price, which (except with respect
to awards under Section 22 of this Plan) may not be less than the Market Value per Share on the Date of Grant.



		(x)	No Appreciation Right granted under this Plan may be exercised more than 10 years from the Date of Grant.
The Committee may provide in any Evidence of Award for the automatic exercise of an Appreciation Right upon such terms and conditions
as established by the Committee.



6.                  
Restricted Stock. The Committee may, from time to time and upon such terms and conditions as it may determine, authorize
the grant or sale of Restricted Stock to Participants . Each such grant or sale may utilize any or all of the authorizations, and will
be subject to all of the requirements, contained in the following provisions:


(a)                
Each such grant or sale will constitute an immediate transfer of the ownership of shares of Common Stock to the Participant in
consideration of the performance of services, entitling such Participant to voting, dividend and other ownership rights, but subject to
the substantial risk of forfeiture and restrictions on transfer hereinafter described.


(b)               
Each such grant or sale may be made without additional consideration or in consideration of a payment by such Participant that
is less than the Market Value per Share on the Date of Grant.


(c)                
Each such grant or sale will provide that the Restricted Stock covered by such grant or sale will be subject to a “substantial
risk of forfeiture” within the meaning of Section 83 of the Code for a period to be determined by the Committee on the Date of Grant
or until achievement of Management Objectives referred to in Section 6(e) of this Plan.


(d)               
Each such grant or sale will provide that during or after the period for which such substantial risk of forfeiture is to continue,
the transferability of the Restricted Stock will be prohibited or restricted in the manner and to the extent prescribed by the Committee
on the Date of Grant (which restrictions may include rights of repurchase or first refusal of the Company or provisions subjecting the
Restricted Stock to a continuing substantial risk of forfeiture while held by any transferee).


(e)                
Any grant of Restricted Stock may specify Management Objectives that, if achieved, will result in termination or early termination
of the restrictions applicable to such Restricted Stock.


(f)                 
Notwithstanding anything to the contrary contained in this Plan, Restricted Stock may provide for continued vesting or the earlier
termination of restrictions on such Restricted Stock, including in the event of the retirement, death or disability of a Participant or
in the event of a Change in Control.


(g)               
Any such grant or sale of Restricted Stock will require that any and all dividends or other distributions paid thereon during the
period of such restrictions be automatically deferred and/or reinvested in additional Restricted Stock, which will be subject to the same
restrictions as the underlying award. For the avoidance of doubt, any such dividends or other distributions on Restricted Stock will be
deferred until, and paid contingent upon, the vesting of such Restricted Stock.


(h)               
Each grant or sale of Restricted Stock will be evidenced by an Evidence of Award. Each Evidence of Award will be subject to this
Plan and will contain such terms and provisions, consistent with this Plan,




    	 



    	 



    

as the Committee may approve. Unless otherwise
directed by the Committee, (i) all certificates representing Restricted Stock will be held in custody by the Company until all restrictions
thereon will have lapsed, together with a stock power or powers executed by the Participant in whose name such certificates are registered,
endorsed in blank and covering such shares, or (ii) all Restricted Stock will be held at the Company’s transfer agent in book entry
form with appropriate restrictions relating to the transfer of such Restricted Stock.


7.                  
Restricted Stock Units. The Committee may, from time to time and upon such terms and conditions as it may determine, authorize
the granting or sale of Restricted Stock Units to Participants. Each such grant or sale may utilize any or all of the authorizations,
and will be subject to all of the requirements, contained in the following provisions:


(a)                
Each such grant or sale will constitute the agreement by the Company to deliver shares of Common Stock or cash, or a combination
thereof, to the Participant in the future in consideration of the performance of services, but subject to the fulfillment of such conditions
(which may include the achievement of Management Objectives) during the Restriction Period as the Committee may specify.


(b)               
Each such grant or sale may be made without additional consideration or in consideration of a payment by such Participant that
is less than the Market Value per Share on the Date of Grant.


(c)                
Notwithstanding anything to the contrary contained in this Plan, Restricted Stock Units may provide for continued vesting or the
earlier lapse or other modification of the Restriction Period, including in the event of the retirement, death or disability of a Participant
or in the event of a Change in Control.


(d)               
During the Restriction Period, the Participant will have no right to transfer any rights under his or her award and will have no
rights of ownership in the shares of Common Stock deliverable upon payment of the Restricted Stock Units and will have no right to vote
them, but the Committee may, at or after the Date of Grant, authorize the payment of dividend equivalents on such Restricted Stock Units
on a deferred and contingent basis, either in cash or in additional shares of Common Stock; provided, however, that dividend
equivalents or other distributions on shares of Common Stock underlying Restricted Stock Units will be deferred until and paid contingent
upon the vesting of such Restricted Stock Units.


(e)                
Each grant or sale of Restricted Stock Units will specify the time and manner of payment of the Restricted Stock Units that have
been earned. Each grant or sale will specify that the amount payable with respect thereto will be paid by the Company in whole shares
of Common Stock or cash, or a combination thereof. Any fractional amounts may be rounded up or down to the nearest whole number or payable
in cash, in any such case, as may be determined by the Committee in its sole discretion.


(f)                 
Each grant or sale of Restricted Stock Units will be evidenced by an Evidence of Award. Each Evidence of Award will be subject
to this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee may approve.


8.                  
Performance Shares and Performance Units. The Committee may, from time to time and upon such terms and conditions as it
may determine, authorize the granting of Performance Shares and Performance Units. Each such grant may utilize any or all of the authorizations,
and will be subject to all of the requirements, contained in the following provisions:


(a)                
Each grant will specify the number or amount of Performance Shares or Performance Units to which it pertains, which number or amount
may be subject to adjustment to reflect changes in compensation or other factors.


(b)               
The Performance Period with respect to each grant of Performance Shares or Performance Units will be such period of time as will
be determined by the Committee, which may be subject to continued vesting or earlier lapse or other modification, including in the event
of the retirement, death or disability of a Participant or in the event of a Change in Control.


(c)                
Each grant of Performance Shares or Performance Units will specify Management Objectives which, if achieved, will result in payment
or early payment of the award, and each grant may specify in




    	 



    	 



    

respect of such specified Management Objectives
a minimum acceptable level or levels of achievement and may set forth a formula for determining the number of Performance Shares or Performance
Units that will be earned if performance is at or above the minimum or threshold level or levels, or is at or above the target level or
levels, but falls short of maximum achievement of the specified Management Objectives.


(d)               
Each grant will specify the time and manner of payment of Performance Shares or Performance Units that have been earned. Any grant
may specify that the amount payable with respect thereto may be paid by the Company in cash, in shares of Common Stock, in Restricted
Stock or Restricted Stock Units or in any combination thereof.


(e)                
Any grant of Performance Shares or Performance Units may specify that the amount payable or the number of shares of Common Stock,
Restricted Stock or Restricted Stock Units payable with respect thereto may not exceed a maximum specified by the Committee on the Date
of Grant.


(f)                 
The Committee may, on the Date of Grant of Performance Shares or Performance Units, provide for the payment of dividend equivalents
to the holder thereof either in cash or in additional shares of Common Stock, subject in all cases to deferral and payment on a contingent
basis based on the Participant’s earning and vesting of the Performance Shares or Performance Units, as applicable, with respect
to which such dividend equivalents are paid.


(g)               
Each grant of Performance Shares or Performance Units will be evidenced by an Evidence of Award. Each Evidence of Award will be
subject to this Plan and will contain such terms and provisions, consistent with this Plan, as the Committee may approve.


9.                  
Other Awards.


(a)                
Subject to applicable law and the applicable limits set forth in Section 3 of this Plan, the Committee may authorize
the grant to any Participant of shares of Common Stock or such other awards that may be denominated or payable in, valued in whole or
in part by reference to, or otherwise based on, or relating to, shares of Common Stock or factors that may influence the value of such
shares, including, without limitation, convertible or exchangeable debt securities, other rights convertible or exchangeable into shares
of Common Stock, purchase rights for shares of Common Stock, awards with value and payment contingent upon performance of the Company
or specified Subsidiaries, affiliates or other business units thereof or any other factors designated by the Committee, and awards valued
by reference to the book value of the shares of Common Stock or the value of securities of, or the performance of specified Subsidiaries
or affiliates or other business units of the Company. The Committee will determine the terms and conditions of such awards. Shares of
Common Stock delivered pursuant to an award in the nature of a purchase right granted under this Section 9 will be purchased
for such consideration, paid for at such time, by such methods, and in such forms, including, without limitation, shares of Common Stock,
other awards, notes or other property, as the Committee determines.


(b)               
Cash awards, as an element of or supplement to any other award granted under this Plan, may also be granted pursuant to this Section
9.


(c)                
The Committee may authorize the grant of shares of Common Stock as a bonus, or may authorize the grant of other awards in lieu
of obligations of the Company or a Subsidiary to pay cash or deliver other property under this Plan or under other plans or compensatory
arrangements, subject to such terms as will be determined by the Committee in a manner that complies with Section 409A of the Code.


(d)               
The Committee may, at or after the Date of Grant, authorize the payment of dividends or dividend equivalents on awards granted
under this Section 9 on a deferred and contingent basis, either in cash or in additional shares of Common Stock; provided,
however, that dividend equivalents or other distributions on shares of Common Stock underlying awards granted under this Section
9 will be deferred until and paid contingent upon the earning and vesting of such awards.


(e)                
The Evidence of Award will specify the time and terms of delivery of an award granted under this Section 9.




    	 



    	 



    

(f)                 
 Notwithstanding anything to the contrary contained in this Plan, awards under this Section 9 may provide for
the earning or vesting of, or earlier elimination of restrictions applicable to, such award, including in the event of the retirement,
death or disability of a Participant or in the event of a Change in Control.


10.               
Administration of This Plan.


(a)                
This Plan will be administered by the Committee. The Committee may from time to time delegate all or any part of its authority
under this Plan to a subcommittee thereof. To the extent of any such delegation, references in this Plan to the Committee will be deemed
to be references to such subcommittee.


(b)               
The interpretation and construction by the Committee of any provision of this Plan or of any Evidence of Award (or related documents)
and any determination by the Committee pursuant to any provision of this Plan or of any such agreement, notification or document will
be final and conclusive. No member of the Committee will be liable for any such action or determination made in good faith. In addition,
the Committee is authorized to take any action it determines in its sole discretion to be appropriate subject only to the express limitations
contained in this Plan, and no authorization in any Plan section or other provision of this Plan is intended or may be deemed to constitute
a limitation on the authority of the Committee.


(c)                
To the extent permitted by law, the Committee may delegate to one or more of its members, to one or more officers of the Company,
or to one or more agents or advisors, such administrative duties or powers as it may deem advisable, and the Committee, the subcommittee,
or any Person to whom duties or powers have been delegated as aforesaid, may employ one or more Persons to render advice with respect
to any responsibility the Committee, the subcommittee or such Person may have under this Plan. The Committee may, by resolution, authorize
one or more officers of the Company to do one or both of the following on the same basis as the Committee: (i) designate employees to
be recipients of awards under this Plan; and (ii) determine the size of any such awards; provided, however, that (A) the
Committee will not delegate such responsibilities to any such officer for awards granted to an employee who is an officer, Director, or
more than 10% “beneficial owner” (as such term is defined in Rule 13d-3 promulgated under the Exchange Act) of any class of
the Company’s equity securities that is registered pursuant to Section 12 of the Exchange Act, as determined by the Committee in
accordance with Section 16 of the Exchange Act; (B) the resolution providing for such authorization will set forth the total number of
shares of Common Stock such officer(s) may grant; and (C) the officer(s) will report periodically to the Committee regarding the nature
and scope of the awards granted pursuant to the authority delegated.


11.               
Adjustments. The Committee will make or provide for such adjustments in the number of and kind of shares of Common Stock
covered by outstanding Option Rights, Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares and Performance
Units granted hereunder and, if applicable, in the number of and kind of shares of Common Stock covered by other awards granted pursuant
to Section 9 of this Plan, in the Option Price and Base Price provided in outstanding Option Rights and Appreciation Rights,
respectively, and in other award terms, as the Committee, in its sole discretion, exercised in good faith, determines is equitably required
to prevent dilution or enlargement of the rights of Participants that otherwise would result from (a) any extraordinary cash dividend,
stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, (b) any
merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution
of assets, issuance of rights or warrants to purchase securities or (c) any other corporate transaction or event having an effect similar
to any of the foregoing. Moreover, in the event of any such transaction or event or in the event of a Change in Control, the Committee
may provide in substitution for any or all outstanding awards under this Plan such alternative consideration (including cash), if any,
as it, in good faith, may determine to be equitable in the circumstances and will require in connection therewith the surrender of all
awards so replaced in a manner that complies with Section 409A of the Code. In addition, for each Option Right or Appreciation Right with
an Option Price or Base Price, respectively, greater than or equal to the consideration offered in connection with any such transaction
or event or Change in Control, the Committee may in its discretion elect to cancel such Option Right or Appreciation Right without any
payment to the Person holding such Option Right or Appreciation Right. The Committee will also make or provide for such adjustments in
the number of shares of Common Stock specified in Section 3 of this Plan as the Committee in its sole discretion, exercised
in good faith, determines is appropriate to reflect any transaction or event described in this Section 11; provided, however,
that any such adjustment to the number specified in Section 3(c) of this Plan will be made only if and to the extent that
such adjustment would not cause any Option Right intended to qualify as an Incentive Stock Option to fail to so qualify.




    	 



    	 



    

12.               
 Change in Control. For purposes of this Plan, a “Change in Control” will have the meaning in the applicable
Evidence of Award.


13.               
Detrimental Activity and Recapture Provisions. Any Evidence of Award may reference a clawback policy of the Company or
provide for the cancellation or forfeiture of an award or the forfeiture and repayment to the Company of any gain related to an award,
or other provisions intended to have a similar effect, upon such terms and conditions as may be determined by the Committee from time
to time, if a Participant, either (a) during employment or other service with the Company or a Subsidiary, or (b) within a specified
period after termination of such employment or service, engages in any detrimental activity, as described in the applicable Evidence
of Award or such clawback policy. In addition, notwithstanding anything in this Plan to the contrary, any Evidence of Award or such clawback
policy may also provide for the cancellation or forfeiture of an award or the forfeiture and repayment to the Company of any shares of
Common Stock issued under and/or any other benefit related to an award, or other provisions intended to have a similar effect, upon such
terms and conditions as may be required by the Committee or under Section l0D of the Exchange Act and any applicable rules or regulations
promulgated by the Securities and Exchange Commission or any national securities exchange or national securities association on which
the shares of Common Stock may be traded.


14.               
Non-U.S. Participants. In order to facilitate the making of any grant or combination of grants under this Plan, the Committee
may provide for such special terms for awards to Participants who are foreign nationals or who are employed by the Company or any Subsidiary
outside of the United States of America or who provide services to the Company or any Subsidiary under an agreement with a foreign nation
or agency, as the Committee may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. Moreover,
the Committee may approve such supplements to or amendments, restatements or alternative versions of this Plan (including sub-plans) as
it may consider necessary or appropriate for such purposes, without thereby affecting the terms of this Plan as in effect for any other
purpose, and the secretary or other appropriate officer of the Company may certify any such document as having been approved and adopted
in the same manner as this Plan. No such special terms, supplements, amendments or restatements, however, will include any provisions
that are inconsistent with the terms of this Plan as then in effect unless this Plan could have been amended to eliminate such inconsistency
without further approval by the Stockholders.


15.               
Transferability.


(a)                
Except as otherwise determined by the Committee, no Option Right, Appreciation Right, Restricted Stock, Restricted Stock Unit,
Performance Share, Performance Unit, award contemplated by Section 9 of this Plan or dividend equivalents paid with respect
to awards made under this Plan will be transferable by the Participant except by will or the laws of descent and distribution. In no event
will any such award granted under this Plan be transferred for value. Except as otherwise determined by the Committee, Option Rights and
Appreciation Rights will be exercisable during the Participant’s lifetime only by him or her or, in the event of the Participant’s
legal incapacity to do so, by his or her guardian or legal representative acting on behalf of the Participant in a fiduciary capacity
under state law or court supervision.


(b)               
The Committee may specify on the Date of Grant that part or all of the shares of Common Stock that are to be issued or transferred
by the Company upon the exercise of Option Rights or Appreciation Rights, upon the termination of the Restriction Period applicable to
Restricted Stock Units or upon payment under any grant of Performance Shares or Performance Units or (ii) no longer subject to the substantial
risk of forfeiture and restrictions on transfer referred to in Section 6 of this Plan, will be subject to further restrictions
on transfer, including minimum holding periods.


16.               
Withholding Taxes. To the extent that the Company is required to withhold federal, state, local or foreign taxes or other
amounts in connection with any payment made or benefit realized by a Participant or other Person under this Plan, and the amounts available
to the Company for such withholding are insufficient, it will be a condition to the receipt of such payment or the realization of such
benefit that the Participant or such other Person make arrangements satisfactory to the Company for payment of the balance of such taxes
or other amounts required to be withheld, which arrangements (in the discretion of the Committee) may include relinquishment of a portion
of such benefit. If a Participant’s benefit is to be received in the form of shares of Common Stock, and such Participant




    	 



    	 



    

fails to make arrangements for the payment
of taxes or other amounts, then, unless otherwise determined by the Committee, the Company will withhold shares of Common Stock having
a value equal to the amount required to be withheld. Notwithstanding the foregoing, when a Participant is required to pay the Company
an amount required to be withheld under applicable income, employment, tax or other laws, the Participant may elect, unless otherwise
determined by the Committee, to satisfy the obligation, in whole or in part, by having withheld, from the shares of Common Stock required
to be delivered to the Participant, shares of Common Stock having a value equal to the amount required to be withheld or by delivering
to the Company other shares of Common Stock held by such Participant. The shares of Common Stock used for tax or other withholding will
be valued at an amount equal to the fair market value of such shares of Common Stock on the date the benefit is to be included in Participant’s
income. In no event will the fair market value of the shares of Common Stock to be withheld and delivered pursuant to this Section
16 exceed the minimum amount required to be withheld, unless (i) an additional amount can be withheld and not result in adverse
accounting consequences, (ii) such additional withholding amount is authorized by the Committee, and (iii) the total amount withheld does
not exceed the Participant’s estimated tax obligations attributable to the applicable transaction . Participants will also make
such arrangements as the Company may require for the payment of any withholding tax or other obligation that may arise in connection with
the disposition of shares of Common Stock acquired upon the exercise of Option Rights.


17.               
Compliance with Section 409A of the Code.


(a)                
To the extent applicable, it is intended that this Plan and any grants made hereunder comply with the provisions of Section 409A
of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Participants. This Plan and
any grants made hereunder will be administered in a manner consistent with this intent. Any reference in this Plan to Section 409A of
the Code will also include any regulations or any other formal guidance promulgated with respect to such section by the U.S. Department
of the Treasury or the Internal Revenue Service.


(b)               
Neither a Participant nor any of a Participant’s creditors or beneficiaries will have the right to subject any deferred compensation
(within the meaning of Section 409A of the Code) payable under this Plan and grants hereunder to any anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A of the Code, any deferred compensation
(within the meaning of Section 409A of the Code) payable to a Participant or for a Participant’s benefit under this Plan and grants
hereunder may not be reduced by, or offset against, any amount owed by a Participant to the Company or any of its Subsidiaries.


(c)                
If, at the time of a Participant’s separation from service (within the meaning of Section 409A of the Code), the Participant
will be a specified employee (within the meaning of Section 409A of the Code and using the identification methodology selected by the
Company from time to time) and (ii) the Company makes a good faith determination that an amount payable hereunder constitutes deferred
compensation (within the meaning of Section 409A of the Code) the payment of which is required to be delayed pursuant to the six-month
delay rule set forth in Section 409A of the Code in order to avoid taxes or penalties under Section 409A of the Code, then the Company
will not pay such amount on the otherwise scheduled payment date but will instead pay it, without interest, on the first business day
of the seventh month after such separation from service.


(d)               
Solely with respect to any award that constitutes nonqualified deferred compensation subject to Section 409A of the Code and that
is payable on account of a Change in Control (including any installments or stream of payments that are accelerated on account of a Change
in Control), a Change in Control will occur only if such event also constitutes a “change in the ownership,” “change
in effective control,” and/or a “change in the ownership of a substantial portion of assets” of the Company as those
terms are defined under Treasury Regulation §l.409A-3(i)(5), but only to the extent necessary to establish a time and form of payment
that complies with Section 409A of the Code, without altering the definition of Change in Control for any purpose in respect of such award.


(e)                
Notwithstanding any provision of this Plan and grants hereunder to the contrary, in light of the uncertainty with respect to the
proper application of Section 409A of the Code, the Company reserves the right to make amendments to this Plan and grants hereunder as
the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A of the Code. In any case, a
Participant will be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on a Participant
or for a Participant’s account in connection with this Plan and grants hereunder (including any taxes and penalties under Section
409A of




    	 



    	 



    

the Code), and neither the Company nor any
of its affiliates will have any obligation to indemnify or otherwise hold a Participant harmless from any or all of such taxes or penalties.


18.               
Amendments.


(a)                
The Board may at any time and from time to time amend this Plan in whole or in part; provided, however, that if an
amendment to this Plan, for purposes of applicable stock exchange rules and except as permitted under Section 11 of this
Plan, (i) would materially increase the benefits accruing to Participants under this Plan, (ii) would materially increase the number of
securities which may be issued under this Plan, (iii) would materially modify the requirements for participation in this Plan, or (iv)
must otherwise be approved by the Stockholders in order to comply with applicable law or the rules of the New York Stock Exchange or,
if the shares of Common Stock are not traded on the New York Stock Exchange, the principal national securities exchange upon which the
shares of Common Stock are traded or quoted, all as determined by the Board, then, such amendment will be subject to Stockholder approval
and will not be effective unless and until such approval has been obtained.


(b)               
Except in connection with a corporate transaction or event described in Section 11 of this Plan or in connection
with a Change in Control, the terms of outstanding awards may not be amended to reduce the Option Price of outstanding Option Rights or
the Base Price of outstanding Appreciation Rights, or cancel outstanding “underwater” Option Rights or Appreciation Rights
(including following a Participant’s voluntary surrender of “underwater” Option Rights or Appreciation Rights) in exchange
for cash, other awards or Option Rights or Appreciation Rights with an Option Price or Base Price, as applicable, that is less than the
Option Price of the original Option Rights or Base Price of the original Appreciation Rights, as applicable, without Stockholder approval.
This Section 18(b) is intended to prohibit the repricing of “underwater” Option Rights and Appreciation Rights
and will not be construed to prohibit the adjustments provided for in Section 11 of this Plan. Notwithstanding any provision
of this Plan to the contrary, this Section 18(b) may not be amended without approval by the Stockholders.


(c)                
If permitted by Section 409A of the Code, but subject to the paragraph that follows, including in the case of termination of employment
or service, or in the case of unforeseeable emergency or other circumstances or in the event of a Change in Control, to the extent a Participant
holds an Option Right or Appreciation Right not immediately exercisable in full, or any Restricted Stock as to which the substantial risk
of forfeiture or the prohibition or restriction on transfer has not lapsed, or any Restricted Stock Units as to which the Restriction
Period has not been completed, or any Performance Shares or Performance Units which have not been fully earned, or any dividend equivalents
or other awards made pursuant to Section 9 of this Plan subject to any vesting schedule or transfer restriction, or who
holds shares of Common Stock subject to any transfer restriction imposed pursuant to Section l5(b) of this Plan, the Committee
may, in its sole discretion, provide for continued vesting or accelerate the time at which such Option Right, Appreciation Right or other
award may be exercised or the time at which such substantial risk of forfeiture or prohibition or restriction on transfer will lapse or
the time when such Restriction Period will end or the time at which such Performance Shares or Performance Units will be deemed to have
been fully earned or the time when such transfer restriction will terminate or may waive any other limitation or requirement under any
such award.


(d)               
Subject to Section 18(b) of this Plan, the Committee may amend the terms of any award theretofore granted under this
Plan prospectively or retroactively. Except for adjustments made pursuant to Section 11 of this Plan, no such amendment
will materially impair the rights of any Participant without his or her consent. The Board may, in its discretion, terminate this Plan
at any time. Termination of this Plan will not affect the rights of Participants or their successors under any awards outstanding hereunder
and not exercised in full on the date of termination .


19.               
Governing Law. This Plan and all grants and awards and actions taken hereunder will be governed by and construed in accordance
with the internal substantive laws of the Republic of the Marshall Islands.


20.               
Effective Date/Termination. This Plan will be effective as of the Effective Date. No grant will be made under this Plan
on or after the tenth anniversary of the Effective Date, but all grants made prior to such date will continue in effect thereafter subject
to the terms thereof and of this Plan.




    	 



    	 



    

21.               
 Miscellaneous Provisions.


(a)                
The Company will not be required to issue any fractional shares of Common Stock pursuant to this Plan. The Committee may provide
for the elimination of fractions or for the settlement of fractions in cash.


(b)               
This Plan will not confer upon any Participant any right with respect to continuance of employment or other service with the Company
or any Subsidiary, nor will it interfere in any way with any right the Company or any Subsidiary would otherwise have to terminate such
Participant’s employment or other service at any time.


(c)                
Except with respect to Section 21(e) of this Plan, to the extent that any provision of this Plan would prevent any
Option Right that was intended to qualify as an Incentive Stock Option from qualifying as such, that provision will be null and void with
respect to such Option Right. Such provision, however, will remain in effect for other Option Rights and there will be no further effect
on any provision of this Plan.


(d)               
No award under this Plan may be exercised by the holder thereof if such exercise, and the receipt of cash or stock thereunder,
would be, in the opinion of counsel selected by the Company, contrary to law or the regulations of any duly constituted authority having
jurisdiction over this Plan.


(e)                
Absence on leave approved by a duly constituted officer of the Company or any of its Subsidiaries will not be considered interruption
or termination of service of any employee for any purposes of this Plan or awards granted hereunder.


(f)                 
No Participant will have any rights as a Stockholder with respect to any shares of Common Stock subject to awards granted to him
or her under this Plan prior to the date as of which he or she is actually recorded as the holder of such shares of Common Stock upon
the stock records of the Company.


(g)               
The Committee may condition the grant of any award or combination of awards authorized under this Plan on the surrender or deferral
by the Participant of his or her right to receive a cash bonus or other compensation otherwise payable by the Company or a Subsidiary
to the Participant.


(h)               
Except with respect to Option Rights and Appreciation Rights, the Committee may permit Participants to elect to defer the issuance
of shares of Common Stock under this Plan pursuant to such rules, procedures or programs as it may establish for purposes of this Plan
and which are intended to comply with the requirements of Section 409A of the Code. The Committee also may provide that deferred issuances
and settlements include the crediting of dividend equivalents or interest on the deferral amounts.


(i)                 
If any provision of this Plan is or becomes invalid or unenforceable in any jurisdiction, or would disqualify this Plan or any
award under any law deemed applicable by the Committee, such provision will be construed or deemed amended or limited in scope to conform
to applicable laws or, in the discretion of the Committee, it will be stricken and the remainder of this Plan will remain in full force
and effect. Notwithstanding anything in this Plan or an Evidence of Award to the contrary, nothing in this Plan or in an Evidence of Award
prevents a Participant from providing, without prior notice to the Company, information to governmental authorities regarding possible
legal violations or otherwise testifying or participating in any investigation or proceeding by any governmental authorities regarding
possible legal violations, and for purpose of clarity a Participant is not prohibited from providing information voluntarily to the Securities
and Exchange Commission pursuant to Section 21F of the Exchange Act.


22.               
Stock-Based Awards in Substitution for Awards Granted by Another Company. Notwithstanding anything in this Plan to the contrary:


(a)                
Awards may be granted under this Plan in substitution for or in conversion of, or in connection with an assumption of, stock options,
stock appreciation rights, restricted stock, restricted stock units or other stock or stock-based awards held by awardees of an entity
engaging in a corporate acquisition or merger transaction with the Company or any Subsidiary. Any conversion, substitution or assumption
will be effective as of the close of the merger or acquisition, and, to the extent applicable, will be conducted in a manner that complies
with Section 409A of the Code. The awards so granted may reflect the original terms of the awards being assumed or




    	 



    	 



    

substituted or converted for and need not comply
with other specific terms of this Plan, and may account for shares of Common Stock substituted for the securities covered by the original
awards and the number of shares subject to the original awards, as well as any exercise or purchase prices applicable to the original
awards, adjusted to account for differences in stock prices in connection with the transaction.


(b)               
In the event that a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary merges has shares
available under a pre-existing plan previously approved by stockholders and not adopted in contemplation of such acquisition or merger,
the shares available for grant pursuant to the terms of such plan (as adjusted, to the extent appropriate, to reflect such acquisition
or merger) may be used for awards made after such acquisition or merger under this Plan; provided, however, that awards
using such available shares may not be made after the date awards or grants could have been made under the terms of the pre-existing plan
absent the acquisition or merger, and may only be made to individuals who were not employees or directors of the Company or any Subsidiary
prior to such acquisition or merger.


(c)                
Any shares of Common Stock that are issued or transferred by, or that are subject to any awards that are granted by, or become
obligations of, the Company under Section 22(a) or 22(b). of this Plan will not reduce the shares of Common
Stock available for issuance or transfer under this Plan or otherwise count against the limits contained in Section 3 of
this Plan. In addition, no shares of Common Stock subject to an award that is granted by, or becomes an obligation of, the Company under
Section 22(a) or 22(b). of this Plan will be added to the aggregate limit contained in Section 3(a)(i)
of this Plan.