Exhibit 10.1


 


RELIANCE STEEL & ALUMINUM CO.


 


SECOND AMENDED AND RESTATED


 


2015 INCENTIVE AWARD PLAN


 


(as amended and restated May 20, 2020)


 


ARTICLE 1.


 


PURPOSE


 


The purpose of the
Reliance Steel & Aluminum Co. Second Amended and Restated 2015 Incentive Award Plan (as it may be amended or restated
from time to time, the “Plan”) is to promote the success and enhance the value of Reliance Steel &
Aluminum Co. (the “Company”) by linking the individual interests of the Employees to those of Company stockholders
and by providing such individuals with an incentive for outstanding performance to generate superior returns to Company stockholders.
The Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services
of Employees upon whose judgment, interest, and special effort the successful conduct of the Company’s operation is largely
dependent. This Plan constitutes an amendment and restatement of the Reliance Steel & Aluminum Co. Amended and Restated
2015 Incentive Award Plan, as adopted by the Company and approved by the Company’s stockholders in 2015 (the “Existing
Plan”). In the event that the Company’s stockholders do not approve the Plan, the Existing Plan will continue in
full force and effect on its terms and conditions as in effect immediately prior to the date the Plan is approved by the Board.


 


ARTICLE 2.


 


DEFINITIONS AND CONSTRUCTION


 


Wherever the following
terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular
pronoun shall include the plural where the context so indicates.


  


2.1           
 “Administrator” shall mean the entity that conducts the general administration of the Plan as provided in Article 12.
With reference to the duties of the Committee under the Plan which have been delegated to one or more persons pursuant to Section 12.6,
or as to which the Board has assumed, the term “Administrator” shall refer to such person(s) unless the Committee or
the Board has revoked such delegation or the Board has terminated the assumption of such duties.


 


2.2           
 “Applicable Accounting Standards” shall mean Generally Accepted Accounting Principles in the United States,
International Financial Reporting Standards or such other accounting principles or standards as may apply to the Company’s
financial statements under United States federal securities laws from time to time.


 


2.3           
 “Applicable Law” shall mean any applicable law, including without limitation: (a) provisions of the Code,
the Securities Act, the Exchange Act and any rules or regulations thereunder; (b) corporate, securities, tax or other laws,
statutes, rules, requirements or regulations, whether federal, state, local or foreign; and (c) rules of any securities exchange
or automated quotation system on which the Shares are listed, quoted or traded.


 


2.4          
 “Award” shall mean an Option, a Stock Appreciation Right, a Restricted Stock award, a Restricted Stock Unit
award, an Other Stock or Cash Based Award or a Dividend Equivalent award, which may be awarded or granted under the Plan.


 


2.5           
 “Award Agreement” shall mean any written notice, agreement, terms and conditions, contract or other instrument
or document evidencing an Award, including through electronic medium, which shall contain such terms and conditions with respect
to an Award as the Administrator shall determine consistent with the Plan.


 






     


     


    

 


2.6           
 “Award Limit” shall mean with respect to Awards that shall be payable in Shares or in cash, as the case may
be, the respective limit set forth in Section 3.2.


 


2.7          
 “Board” shall mean the Board of Directors of the Company.


 


2.8          
 “Change in Control” shall mean the occurrence of a “change in the ownership” or a “change
in the effective control” of the Company, as determined in accordance with this Section 2.8. In determining whether
an event shall be considered a “change in the ownership” or a “change in the effective control” of the
Company, the following provisions shall apply:


 


(a)           
A “change in the ownership” of the Company shall occur on the date on which any one person, or more than one person
acting as a group, acquires ownership of stock of the Company that, together with stock held by such person or group, constitutes
more than 50% of the total fair market value or total voting power of the stock of the Company, as determined in accordance with
Treasury Regulation Section 1.409A-3(i)(5)(v). If a person or group is considered either to own more than 50% of the total
fair market value or total voting power of the stock of the Company, or to have effective control of the Company within the meaning
of part (b) of this Section 2.8, and such person or group acquires additional stock of the Company, the acquisition of
additional stock by such person or group shall not be considered to cause a “change in the ownership” of the Company.


 


(b)           
A “change in the effective control” of the Company shall occur on either of the following dates:


 


(i)                
The date on which any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period
ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing 50% or
more of the total voting power of the stock of the Company, as determined in accordance with Treasury Regulation Section 1.409A-3(i)(5)(vi).
If a person or group is considered to possess 50% or more of the total voting power of the stock of the Company, and such person
or group acquires additional stock of the Company, the acquisition of additional stock by such person or group shall not be considered
to cause a “change in the effective control” of the Company; or


 


(ii)              
The date on which a majority of the members of the Board is replaced during any twelve (12)-month period by directors whose appointment
or election is not endorsed by a majority of the members of the Company’s board of directors before the date of the appointment
or election, as determined in accordance with Treasury Regulation Section 1.409A-3(i)(5)(vi).


 


Notwithstanding the foregoing, if a Change
in Control constitutes a payment event with respect to any Award (or any portion of an Award) that provides for the deferral of
compensation that is subject to Section 409A, to the extent required to avoid the imposition of additional taxes under Section 409A,
the transaction or event described in subsection (a) or (b) with respect to such Award (or portion thereof) shall only
constitute a Change in Control for purposes of the payment timing of such Award if such transaction also constitutes a “change
in control event,” as defined in Treasury Regulation Section 1.409A-3(i)(5).


 


The Administrator shall have full and final
authority, which shall be exercised in its sole discretion, to determine conclusively whether a Change in Control has occurred
pursuant to the above definition, the date of the occurrence of such Change in Control and any incidental matters relating thereto;
provided that any exercise of authority in conjunction with a determination of whether a Change in Control is a “change in
control event” as defined in Treasury Regulation Section 1.409A-3(i)(5) shall be consistent with such regulation.


 


2.9           
 “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, together with the regulations
and official guidance promulgated thereunder, whether issued prior or subsequent to the grant of any Award.


 


2.10        
 “Committee” shall mean the Compensation Committee of the Board, or another committee or subcommittee of the
Board or the Compensation Committee of the Board described in Article 12 hereof.


 






     


     


    

 


2.11         
 “Common Stock” shall mean the common stock of the Company, no par value.


 


2.12         
 “Company” shall have the meaning set forth in Article 1.


 


2.13         
 “Covered Employee” shall mean any Employee who is, or could become, a “covered employee” within
the meaning of Section 162(m) of the Code.


  


2.14        
 “Director” shall mean a member of the Board, as constituted from time to time.


 


2.15         
 “Dividend Equivalent” shall mean a right to receive the equivalent value (in cash or Shares) of dividends paid
on Shares, awarded under Section 10.2.


 


2.16         
 “DRO” shall mean a “domestic relations order” as defined by the Code or Title I of the Employee
Retirement Income Security Act of 1974, as amended from time to time, or the rules thereunder.


 


2.17         
 “Effective Date” shall mean the date the Plan is adopted by the Board, subject to approval of the Plan by the
Company’s stockholders.


 


2.18         
 “Eligible Individual” shall mean any person who is an Employee, as determined by the Administrator.


 


2.19         
 “Employee” shall mean any officer or other employee (as determined in accordance with Section 3401(c) of
the Code and the Treasury Regulations thereunder) of the Company or of any Subsidiary.


 


2.20        
 “Equity Restructuring” shall mean any “equity restructuring” within the meaning of Financial Accounting
Standards Board Accounting Standard Codification Section 718, Compensation—Stock Compensation, as may be amended from
time to time.


 


2.21         
 “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.


 


2.22         
 “Existing Plan” shall have the meaning set forth in Article 1. 


 


2.23         
 “Expiration Date” shall have the meaning given to such term in Section 13.1(c).


 


2.24         
 “Fair Market Value” shall mean, as of any given date, the value of a Share determined as follows:


 


(a)            
If the Common Stock is (i) listed on any established securities exchange (such as the New York Stock Exchange, the NASDAQ
Capital Market, the NASDAQ Global Market and the NASDAQ Global Select Market), (ii) listed on any national market system or
(iii) listed quoted or traded on any automated quotation system, its Fair Market Value shall be the closing sales price for
a Share as quoted on such exchange or system for such date or, if there is no closing sales price for a Share on the date in question,
the closing sales price for a Share on the last preceding date for which such quotation exists, as reported in The Wall Street
Journal or such other source as the Administrator deems reliable;


 


(b)           
If the Common Stock is not listed on an established securities exchange, national market system or automated quotation system,
but the Common Stock is regularly quoted by a recognized securities dealer, its Fair Market Value shall be the mean of the high
bid and low asked prices for such date or, if there are no high bid and low asked prices for a Share on such date, the high bid
and low asked prices for a Share on the last preceding date for which such information exists, as reported in The Wall Street
Journal or such other source as the Administrator deems reliable; or


 


(c)          
If the Common Stock is neither listed on an established securities exchange, national market system or automated quotation system
nor regularly quoted by a recognized securities dealer, its Fair Market Value shall be established by the Administrator in good
faith.


 






     


     


    

 


2.25          “Greater Than 10% Stockholder” shall mean an individual then owning (within the meaning of Section 424(d)
of the Code) more than 10% of the total combined voting power of all classes of stock of the Company or any subsidiary corporation
(as defined in Section 424(f) of the Code) or parent corporation thereof (as defined in Section 424(e) of the Code).


 


2.26         “Holder” shall mean an Eligible Individual who has been granted an Award under the Plan.


 


2.27          “Incentive Stock Option” shall mean an Option that is intended to qualify as an incentive stock option and conforms
to the applicable provisions of Section 422 of the Code.


 


2.28         
 “Non-Employee Director” shall mean a Director of the Company who is not an Employee.


 


2.29         “Non-Qualified Stock Option” shall mean an Option that is not an Incentive Stock Option or which is designated
as an Incentive Stock Option but does not meet the applicable requirements of Section 422 of the Code.


 


2.30         
 “Option” shall mean a right to purchase Shares at a specified exercise price, granted under Article 6.
An Option shall be either a Non-Qualified Stock Option or an Incentive Stock Option.


 


2.31         “Option Term” shall have the meaning set forth in Section 6.4.


 


2.32          “Organizational Documents” shall mean, collectively, (a) the Company’s articles of incorporation,
certificate of incorporation, bylaws or other similar organizational documents relating to the creation and governance of the Company,
and (b) the Committee’s charter or other similar organizational documentation relating to the creation and governance
of the Committee, in each case, as in effect from time to time.


 


2.33         
 “Other Stock or Cash Based Award” shall mean a cash bonus award, stock bonus award, performance award or incentive
award that is paid in cash, Shares or a combination of both, awarded under Section 10.1, which may include, without limitation,
deferred stock, deferred stock units, stock payments and performance awards.


 


2.34         
 “Performance-Based Compensation” shall mean any compensation that is intended to qualify as “performance-based
compensation” as described in Section 162(m)(4)(C) of the Code.


  


2.35         
 “Performance Criteria” shall mean the criteria (and adjustments) that the Administrator selects for an Award
for purposes of establishing the Performance Goal or Performance Goals for a Performance Period, determined as follows:


 


(a)         
The Performance Criteria that shall be used to establish Performance Goals are limited to the following: (i) net
earnings or losses (either before or after one or more of the following: (A) interest, (B) taxes,
(C) depreciation, (D) amortization and (E) non-cash equity-based compensation expense); (ii) gross or net
sales or revenue or sales or revenue growth; (iii) net income (either before or after taxes); (iv) adjusted net
income; (v) operating earnings or profit (either before or after taxes); (vi) cash flow (including, but not limited
to, operating cash flow and free cash flow); (vii) return on assets; (viii) return on capital (or invested capital)
and cost of capital; (ix) return on stockholders’ equity; (x) total stockholder return; (xi) return on
sales; (xii) gross or net profit or operating margin; (xiii) operating income (including, but not limited to,
growth rate of operating income or compounded annual growth rate of operating income); (xiv) costs, reductions in costs
and cost control measures; (xv) expenses, including, but not limited to, expenses as a percentage of sales, reductions
in expenses and other expense measures; (xvi) working capital, including, without limitation days sales outstanding
and/or inventory turn; (xvii) earnings or loss per share; (xviii) adjusted earnings or loss per share;
(xix) price per share or dividends per share (or appreciation in and/or maintenance of such price or dividends);
(xx) regulatory achievements or compliance (including, without limitation, regulatory body approval for
commercialization of a product); (xxi) implementation or completion of critical projects, including, without limitation,
acquisitions, divestitures and/or other strategic transactions; (xxii) market share; and (xxiii) economic value,
any of which may be measured either in absolute terms or as compared to any incremental increase or decrease or as compared
to results of a peer group or to market performance indicators or indices.


 






     


     


    

 


(b)          
The Administrator, in its sole discretion, may provide that one or more objectively determinable adjustments shall be made to one
or more of the Performance Goals. Such adjustments may include, but are not limited to, one or more of the following: (i) items
related to a change in Applicable Accounting Standards; (ii) items relating to financing activities; (iii) expenses for
restructuring or productivity initiatives; (iv) other non-operating items; (v) items related to acquisitions; (vi) items
attributable to the business operations of any entity acquired by the Company during the Performance Period; (vii) items related
to the sale or disposition of a business or segment of a business; (viii) items related to discontinued operations that do
not qualify as a segment of a business under Applicable Accounting Standards; (ix) items attributable to any stock dividend,
stock split, combination or exchange of stock occurring during the Performance Period; (x) any other items of significant
income or expense which are determined to be appropriate adjustments; (xi) items relating to unusual or extraordinary corporate
transactions, events or developments, (xii) items related to amortization of acquired intangible assets; (xiii) items
that are outside the scope of the Company’s core, on-going business activities; (xiv) items related to acquired in-process
research and development; (xv) items relating to changes in tax laws; (xvi) items relating to major licensing or partnership
arrangements; (xvii) items relating to asset impairment charges; (xviii) items relating to gains or losses for litigation,
arbitration and contractual settlements; (xix) items attributable to expenses incurred in connection with a reduction in force
or early retirement initiative; or (xx) items relating to any other unusual or nonrecurring events or changes in Applicable
Law, Applicable Accounting Standards or business conditions. For all Awards intended to qualify as Performance-Based Compensation,
such determinations shall be made within the time prescribed by, and otherwise in compliance with, Section 162(m) of the Code.


 


2.36         “Performance Goals” shall mean, for a Performance Period, one or more goals established in writing by the Administrator
for the Performance Period based upon one or more Performance Criteria. Depending on the Performance Criteria used to establish
such Performance Goals, the Performance Goals may be expressed in terms of overall Company performance. The achievement of each
Performance Goal shall be determined, to the extent applicable, with reference to Applicable Accounting Standards.


 


2.37          “Performance Period” shall mean one or more periods of time, which may be of varying and overlapping durations,
as the Administrator may select, over which the attainment of one or more Performance Goals will be measured for the purpose of
determining a Holder’s right to, vesting of, and/or the payment in respect of, an Award.


 


2.38          “Permitted Transferee” shall mean, with respect to a Holder, any “family member” of the Holder,
as defined in the General Instructions to Form S-8 Registration Statement under the Securities Act (or any successor form
thereto).


 


2.39         “Plan” shall have the meaning set forth in Article 1.


 


2.40         “Program” shall mean any program adopted by the Administrator pursuant to the Plan containing the terms and
conditions intended to govern a specified type of Award granted under the Plan and pursuant to which such type of Award may be
granted under the Plan.


 


2.41       “Remaining
Share Limit” shall have the meaning set forth in Section 3.1(a).


 


2.42         
 “Restricted Stock” shall mean Common Stock awarded under Article 8 that is subject to certain restrictions
and may be subject to risk of forfeiture or repurchase.


 


2.43         “Restricted Stock Units” shall mean the right to receive Shares awarded under Article 9.


 


2.44         
 “Retirement” shall mean a Holder’s Termination of Service, other than for cause, at any time after such
Holder attains age 65 and has completed ten (10) consecutive years of employment with the Company or any Subsidiary.


 






     


     


    

 


2.45         “Section 409A” shall mean Section 409A of the Code and the Department of Treasury regulations and
other interpretive guidance issued thereunder, including, without limitation, any such regulations or other guidance that may be
issued after the Effective Date.


 


2.46         “Securities Act” shall mean the Securities Act of 1933, as amended.


 


2.47          “Shares” shall mean shares of Common Stock.


 


2.48          “Stock Appreciation Right” shall mean an Award entitling the Holder (or other person entitled to exercise pursuant
to the Plan) to exercise all or a specified portion thereof (to the extent then exercisable pursuant to its terms) and to receive
from the Company an amount determined by multiplying the difference obtained by subtracting the exercise price per share of such
Award from the Fair Market Value on the date of exercise of such Award by the number of Shares with respect to which such Award
shall have been exercised, subject to any limitations the Administrator may impose.


 


2.49        
 “SAR Term” shall have the meaning set forth in Section 6.4.


 


2.50         
 “Subsidiary” shall mean any entity (other than the Company), whether domestic or foreign, in an unbroken chain
of entities beginning with the Company if each of the entities other than the last entity in the unbroken chain beneficially owns,
at the time of the determination, securities or interests representing at least fifty percent (50%) of the total combined voting
power of all classes of securities or interests in one of the other entities in such chain.


 


2.51        
 “Substitute Award” shall mean an Award granted under the Plan in connection with a corporate transaction, such
as a merger, combination, consolidation or acquisition of property or stock, in any case, upon the assumption of, or in substitution
for, outstanding equity awards previously granted by a company or other entity; provided, however, that in no event
shall the term “Substitute Award” be construed to refer to an award made in connection with the cancellation and repricing
of an Option or Stock Appreciation Right.


 


2.52         
 “Termination of Service” shall mean a termination of services provided by a Holder to the Company or any Subsidiary,
whether voluntary or involuntary, as determined by the Committee in accordance with Treasury Regulation Section 1.409A-1(h).
In determining whether a Holder has experienced a Termination of Service, the following provisions shall apply:


 


(a)           
For a Holder who provides services to the Company or any Subsidiary as an Employee, except as otherwise provided in clause (c) of
this Section 2.51, a Termination of Service shall occur when such Holder has experienced a termination of employment with
such the Company or such Subsidiary. A Holder shall be considered to have experienced a termination of employment when the facts
and circumstances indicate that the Holder and the Company or any Subsidiary reasonably anticipate that either (i) no further
services will be performed for the Company or such Subsidiary after a certain date, or (ii) that the level of bona fide services
the Holder will perform for the Company or such Subsidiary after such date (whether as an Employee or an independent contractor)
will permanently decrease to no more than 20% of the average level of bona fide services performed by such Holder (whether as an
Employee or an independent contractor) over the immediately preceding thirty-six (36)-month period (or the full period of services
to the Company or such Subsidiary if the Holder has been providing services to the Company or such Subsidiary less than thirty-six
(36) months).


 


(b)           
If a Holder is on military leave, sick leave, or other bona fide leave of absence, the employment relationship between the
Holder and the Company or any Subsidiary shall be treated as continuing intact, provided that the period of such leave does
not exceed six (6) months, or if longer, so long as the Holder retains a right to reemployment with the Company or such
Subsidiary under an applicable statute or by contract. If the period of a military leave, sick leave, or other bona fide
leave of absence exceeds six (6) months and the Holder does not retain a right to reemployment under an applicable
statute or by contract, the employment relationship shall be considered to be terminated for purposes of this Plan as of the
first day immediately following the end of such six (6)-month period. In applying the provisions of this paragraph, a leave
of absence shall be considered a bona fide leave of absence only if there is a reasonable expectation that the Holder will
return to perform services for the Company or any Subsidiary.


 






     


     


    

 


(c)           
For a Holder who provides services to the Company and any Subsidiary as both an Employee and an independent contractor, a Termination
of Service generally shall not occur until the Holder has ceased providing services for the Company or such Subsidiary as both
an Employee and independent contractor, as determined in accordance with the provisions set forth in clause (a) of this
Section 2.51, respectively. Similarly, if a Holder either (i) ceases providing services for the Company or any Subsidiary
as an independent contractor and begins providing services for the Company or such Subsidiary as an Employee, or (ii) ceases
providing services for the Company or any Subsidiary as an Employee and begins providing services for the Company or such Subsidiary
as an independent contractor, the Holder will not be considered to have experienced a Termination of Service until the Holder has
ceased providing services for the Company or such Subsidiary in both capacities, as determined in accordance with the applicable
provisions set forth in clause (a) of this Section 2.51.


 


Notwithstanding the foregoing, with respect
to Incentive Stock Options, unless the Administrator otherwise provides in the terms of any Program, Award Agreement or otherwise,
or as otherwise required by Applicable Law, a leave of absence, change in status from an employee to an independent contractor
or other change in the employee-employer relationship shall constitute a Termination of Service only if, and to the extent that,
such leave of absence, change in status or other change interrupts employment for the purposes of Section 422(a)(2) of
the Code and the then-applicable regulations and revenue rulings under said Section.


 


ARTICLE 3.


 


SHARES SUBJECT TO THE PLAN


 


3.1  Number
of Shares.


 


(a)          
Subject to Sections 3.1(b) and 13.2, the aggregate number of Shares which may be issued or transferred pursuant to Awards
(including, without limitation, Incentive Stock Options) under the Plan is eleven million five hundred thousand (11,500,000)
(including Shares previously issued under the Plan). The number of shares remaining available as of March 31, 2020 is 370,284
(the "Remaining Share Limit"). Any Shares distributed pursuant to an Award may consist, in whole or in part, of
authorized and unissued Common Stock, treasury Common Stock or Common Stock purchased on the open market.


 


(b)           
If any Shares subject to an Award are forfeited or expire, are converted to shares of another Person in connection with a recapitalization,
reorganization, merger, consolidation, split-up, spin-off, combination, exchange of shares or other similar event, or such Award
is settled for cash (in whole or in part) (including Shares repurchased by the Company under Section 8.4 at the same price
paid by the Holder), the Shares subject to such Award shall, to the extent of such forfeiture, expiration or cash settlement, again
be available for future grants of Awards under the Plan. Notwithstanding anything to the contrary contained herein, the following
Shares shall not be added to the Shares authorized for grant under Section 3.1(a) and shall not be available for future
grants of Awards: (i) Shares tendered by a Holder or withheld by the Company in payment of the exercise price of an Option;
(ii) Shares tendered by the Holder or withheld by the Company to satisfy any tax withholding obligation with respect to an
Option or Stock Appreciation Right; (iii) Shares subject to a Stock Appreciation Right that are not issued in connection with
the stock settlement of the Stock Appreciation Right on exercise thereof; and (iv) Shares purchased on the open market with
the cash proceeds from the exercise of Options. Any Shares repurchased by the Company under Section 8.4 at the same price
paid by the Holder so that such Shares are returned to the Company shall again be available for Awards. The payment of Dividend
Equivalents in cash in conjunction with any outstanding Awards shall not be counted against the Shares available for issuance under
the Plan. Notwithstanding the provisions of this Section 3.1(b), no Shares may again be optioned, granted or awarded if such
action would cause an Incentive Stock Option to fail to qualify as an incentive stock option under Section 422 of the Code.


 






     


     


    

 


(c)           
Substitute Awards shall not reduce the Shares authorized for grant under the Plan, except as may be required by reason of Section 422
of the Code. Additionally, in the event that a company acquired by the Company or any Subsidiary or with which the Company or any
Subsidiary combines has shares available under a pre-existing plan approved by its stockholders and not adopted in contemplation
of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted,
to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition
or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition
or combination) may be used for Awards under the Plan and shall not reduce the Shares authorized for grant under the Plan; provided
that Awards using such available Shares shall 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 combination, and shall only be made to individuals who were not employed by
or providing services to the Company or its Subsidiaries immediately prior to such acquisition or combination.


 


3.2  Award
Limits.  Notwithstanding any provision in the Plan to the contrary, and subject to Section 13.2, the maximum aggregate
number of Shares with respect to one or more Awards that may be granted to any one person during any calendar year shall be five
hundred thousand (500,000) and the maximum aggregate amount of cash that may be paid in cash to any one person during any calendar
year with respect to one or more Awards payable in cash shall be $15,000,000.


 


3.2  Minimum Vesting Requirements.
Except with respect to a maximum of five percent (5%) of the Remaining Share Limit granted with respect to any Award hereunder
in the aggregate, (a) any Award (other than Substitute Awards) that vests on the basis of the Holder’s duration of service
to the Company or any Subsidiary shall not be granted with vesting conditions under which vesting is any more rapid than vesting
on the one (1) year anniversary of the date of grant of such Award and (b) any Award (other than Substitute Awards) that
vests upon the attainment of Performance Goals shall be granted with a Performance Period of at least twelve (12) months. 
Notwithstanding the preceding, the Committee may provide for the earlier vesting, exercisability, and/or settlement under any such
Award (i) in the event of the Holder’s death or disability or (ii) in connection with a Change in Control. 
The foregoing five percent (5%) limit shall be subject to adjustment consistent with the share usage rules of Section 3.1
and the adjustment provisions of Section 13.2.  For the avoidance of doubt, the foregoing provision does not apply to
the payment of Dividend Equivalent Rights settled in cash or Dividend Equivalent Rights settled in shares of Stock that are distributed
once an underlying award to which the Dividend Equivalent Right relates becomes vested.


 


ARTICLE 4.


 


GRANTING OF AWARDS


 


4.1  Participation. 
The Administrator may, from time to time, select from among all Eligible Individuals, those to whom an Award shall be granted and
shall determine the nature and amount of each Award, which shall not be inconsistent with the requirements of the Plan. No Eligible
Individual or other Person shall have any right to be granted an Award pursuant to the Plan and neither the Company nor the Administrator
is obligated to treat Eligible Individuals, Holders or any other persons uniformly. Participation by each Holder in the Plan shall
be voluntary and nothing in the Plan or any Program shall be construed as mandating that any Eligible Individual or other Person
shall participate in the Plan.


 


4.2  Award
Agreement.  Each Award shall be evidenced by an Award Agreement that sets forth the terms, conditions and limitations
for such Award as determined by the Administrator in its sole discretion (consistent with the requirements of the Plan and any
applicable Program). Award Agreements evidencing Awards intended to qualify as Performance-Based Compensation shall contain such
terms and conditions as may be necessary to meet the applicable provisions of Section 162(m) of the Code. Award Agreements
evidencing Incentive Stock Options shall contain such terms and conditions as may be necessary to meet the applicable provisions
of Section 422 of the Code.


 






     


     


    

 


4.3 
Limitations Applicable to Section 16 Persons.  Notwithstanding any other provision of the Plan, the Plan, and
any Award granted or awarded to any individual who is then subject to Section 16 of the Exchange Act, shall be subject
to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act
(including Rule 16b-3 of the Exchange Act and any amendments thereto) that are requirements for the application of such
exemptive rule. To the extent permitted by Applicable Law, the Plan and Awards granted or awarded hereunder shall be deemed
amended to the extent necessary to conform to such applicable exemptive rule.


 


4.4  At-Will
Service.  Nothing in the Plan or in any Program or Award Agreement hereunder shall confer upon any Holder any right to
continue in the employ or other service of the Company or any Subsidiary, or shall interfere with or restrict in any way the rights
of the Company and any Subsidiary, which rights are hereby expressly reserved, to discharge any Holder at any time for any reason
whatsoever, with or without cause, and with or without notice, or to terminate or change all other terms and conditions of employment
or engagement, except to the extent expressly provided otherwise in a written agreement between the Holder and the Company or any
Subsidiary.


 


4.5  Foreign
Holders.  Notwithstanding any provision of the Plan or applicable Program to the contrary, in order to comply with the
laws in countries other than the United States in which the Company and its Subsidiaries operate or have Employees, or in order
to comply with the requirements of any foreign securities exchange or other Applicable Law, the Administrator, in its sole discretion,
shall have the power and authority to: (a) determine which Subsidiaries shall be covered by the Plan; (b) determine which
Eligible Individuals outside the United States are eligible to participate in the Plan; (c) modify the terms and conditions
of any Award granted to Eligible Individuals outside the United States to comply with Applicable Law (including, without limitation,
applicable foreign laws or listing requirements of any foreign securities exchange); (d) establish subplans and modify exercise
procedures and other terms and procedures, to the extent such actions may be necessary or advisable; provided, however,
that no such subplans and/or modifications shall increase the share limitation contained in Section 3.1 or the Award Limit;
and (e) take any action, before or after an Award is made, that it deems advisable to obtain approval or comply with any necessary
local governmental regulatory exemptions or approvals or listing requirements of any foreign securities exchange.


 


ARTICLE 5.


 


PROVISIONS APPLICABLE TO AWARDS INTENDED
TO QUALIFY AS


 


PERFORMANCE-BASED COMPENSATION


 


5.1  Purpose. 
The Administrator, in its sole discretion, may determine whether such Award is intended to qualify as Performance-Based Compensation.
If the Administrator, in its sole discretion, decides to grant an Award that is intended to qualify as Performance-Based Compensation
(other than an Option or Stock Appreciation Right), then the provisions of this Article 5 shall control over any contrary
provision contained in the Plan or any applicable Program. The Administrator, in its sole discretion, may grant Awards to Eligible
Individuals that are based on Performance Criteria or Performance Goals or any such other criteria and goals as the Administrator
shall establish, but that do not satisfy the requirements of this Article 5 and that are not intended to qualify as Performance-Based
Compensation. Unless otherwise specified by the Administrator at the time of grant, the Performance Criteria with respect to an
Award intended to be Performance-Based Compensation payable to a Covered Employee shall be determined on the basis of Applicable
Accounting Standards.


 


5.2 
Procedures with Respect to Performance-Based Awards.  To the extent necessary to comply with the requirements of
Section 162(m)(4)(C) of the Code, with respect to any Award which is intended to qualify as Performance-Based
Compensation, no later than 90 days following the commencement of any Performance Period or any designated fiscal period
or period of service (or such earlier time as may be required under Section 162(m) of the Code), the Administrator
shall, in writing, (a) designate one or more Eligible Individuals, (b) select the Performance Criteria applicable
to the Performance Period, (c) establish the Performance Goals, and amounts of such Awards, as applicable, which may be
earned for such Performance Period based on the Performance Criteria, and (d) specify the relationship between
Performance Criteria and the Performance Goals and the amounts of such Awards, as applicable, to be earned by each Covered
Employee for such Performance Period. Following the completion of each Performance Period, the Administrator shall certify in
writing whether and the extent to which the applicable Performance Goals have been achieved for such Performance Period. In
determining the amount earned under such Awards, unless otherwise provided in an Award Agreement, the Administrator shall
have the right to reduce or eliminate (but not to increase) the amount payable at a given level of performance to take into
account additional factors that the Administrator may deem relevant, including the assessment of individual or corporate
performance for the Performance Period.


 






     


     


    

 


5.3  Payment
of Performance-Based Awards.  Unless otherwise provided in the applicable Program or Award Agreement and only to the extent
otherwise permitted by Section 162(m) of the Code, as to an Award that is intended to qualify as Performance-Based Compensation,
the Holder must be employed by the Company or a Subsidiary throughout the Performance Period. Unless otherwise provided in the
applicable Program or Award Agreement, a Holder shall be eligible to receive payment pursuant to such Awards for a Performance
Period only if and to the extent the Performance Goals for such Performance Period are achieved.


 


5.4  Additional
Limitations.  Notwithstanding any other provision of the Plan and except as otherwise determined by the Administrator,
any Award which is granted to an Eligible Individual and is intended to qualify as Performance-Based Compensation shall be subject
to any additional limitations set forth in Section 162(m) of the Code or any regulations or rulings issued thereunder
that are requirements for qualification as Performance-Based Compensation, and the Plan and the applicable Program and Award Agreement
shall be deemed amended to the extent necessary to conform to such requirements.


 


ARTICLE 6.


 


GRANTING OF OPTIONS AND STOCK APPRECIATION
RIGHTS


 


6.1  Granting
of Options and Stock Appreciation Rights to Eligible Individuals.  The Administrator is authorized to grant Options and
Stock Appreciation Rights to Eligible Individuals from time to time, in its sole discretion, on such terms and conditions as it
may determine, which shall not be inconsistent with the Plan.


 


6.2  Qualification
of Incentive Stock Options.  The Administrator may grant Options intended to qualify as Incentive Stock Options only to
employees of the Company, any of the Company’s present or future “parent corporations” or “subsidiary corporations”
as defined in Sections 424(e) or (f) of the Code, respectively, and any other entities the employees of which are
eligible to receive Incentive Stock Options under the Code. No person who qualifies as a Greater Than 10% Stockholder may be granted
an Incentive Stock Option unless such Incentive Stock Option conforms to the applicable provisions of Section 422 of the Code.
To the extent that the aggregate fair market value of stock with respect to which “incentive stock options” (within
the meaning of Section 422 of the Code, but without regard to Section 422(d) of the Code) are exercisable for the
first time by a Holder during any calendar year under the Plan, and all other plans of the Company and any parent corporation or
subsidiary corporation thereof (as defined in Section 424(e) and 424(f) of the Code, respectively), exceeds $100,000,
the Options shall be treated as Non-Qualified Stock Options to the extent required by Section 422 of the Code. The rule set
forth in the immediately preceding sentence shall be applied by taking Options and other “incentive stock options”
into account in the order in which they were granted and the fair market value of stock shall be determined as of the time the
respective options were granted. Any interpretations and rules under the Plan with respect to Incentive Stock Options shall
be consistent with the provisions of Section 422 of the Code. Neither the Company nor the Administrator shall have any liability
to a Holder, or any other Person, (a) if an Option (or any part thereof) which is intended to qualify as an Incentive Stock
Option fails to qualify as an Incentive Stock Option or (b) for any action or omission by the Company or the Administrator
that causes an Option not to qualify as an Incentive Stock Option, including without limitation, the conversion of an Incentive
Stock Option to a Non-Qualified Stock Option or the grant of an Option intended as an Incentive Stock Option that fails to satisfy
the requirements under the Code applicable to an Incentive Stock Option.


  


6.3 
Option and Stock Appreciation Right Exercise Price.  The exercise price per Share subject to each Option and Stock
Appreciation Right shall be set by the Administrator, but shall not be less than 100% of the Fair Market Value of a Share on
the date the Option or Stock Appreciation Right, as applicable, is granted (or, as to Incentive Stock Options, on the date
the Option is modified, extended or renewed for purposes of Section 424(h) of the Code). In addition, in the case
of Incentive Stock Options granted to a Greater Than 10% Stockholder, such price shall not be less than 110% of the Fair
Market Value of a Share on the date the Option is granted (or the date the Option is modified, extended or renewed for
purposes of Section 424(h) of the Code). Notwithstanding the foregoing, in the case of an Option or Stock
Appreciation Right that is a Substitute Award, the exercise price per share of the Shares subject to such Option or Stock
Appreciation Right, as applicable, may be less than the Fair Market Value per share on the date of grant; provided
that the exercise price of any Substitute Award shall be determined in accordance with the applicable requirements of
Section 424 and 409A of the Code.


 






     


     


    

 


 


6.4  Option
and SAR Term.  The term of each Option (the “Option Term”) and the term of each Stock Appreciation
Right (the “SAR Term”) shall be set by the Administrator in its sole discretion; provided, however,
that the Option Term or SAR Term, as applicable, shall not be more than (a) ten (10) years from the date the Option
or Stock Appreciation Right, as applicable, is granted to an Eligible Individual (other than a Greater Than 10% Stockholder), or
(b) five (5) years from the date an Incentive Stock Option is granted to a Greater Than 10% Stockholder. Except as limited
by the requirements of Section 409A or Section 422 of the Code and regulations and rulings thereunder or the first sentence
of this Section 6.4 and without limiting the Company’s rights under Section 11.7, the Administrator may extend
the Option Term of any outstanding Option or the SAR Term of any outstanding Stock Appreciation Right, and may extend the time
period during which vested Options or Stock Appreciation Rights may be exercised, in connection with any Termination of Service
of the Holder or otherwise, and may amend, subject to Section 11.7 and 13.1, any other term or condition of such Option or
Stock Appreciation Right relating to such Termination of Service of the Holder or otherwise.


 


6.5  Option
and SAR Vesting.  Subject to Section 3.2, the period during which the right to exercise, in whole or in part, an Option
or Stock Appreciation Right vests in the Holder shall be set by the Administrator and set forth in the applicable Award Agreement.
Unless otherwise determined by the Administrator in the Award Agreement, the applicable Program or by action of the Administrator
following the grant of the Option or Stock Appreciation Right, (a) no portion of an Option or Stock Appreciation Right which
is unexercisable at a Holder’s Termination of Service shall thereafter become exercisable and (b) the portion of an
Option or Stock Appreciation Right that is unexercisable at a Holder’s Termination of Service shall automatically expire
thirty (30) days after such Termination of Service.


 


6.6  Substitution
of Stock Appreciation Rights; Early Exercise of Options.  The Administrator may provide in the applicable Program or Award
Agreement evidencing the grant of an Option that the Administrator, in its sole discretion, shall have the right to substitute
a Stock Appreciation Right for such Option at any time prior to or upon exercise of such Option; provided that such Stock
Appreciation Right shall be exercisable with respect to the same number of Shares for which such substituted Option would have
been exercisable, and shall also have the same exercise price, vesting schedule and remaining term as the substituted Option. Shares
of Restricted Stock acquired upon the exercise of any unvested portion of an Option shall be subject to such terms and conditions
as the Administrator shall determine.


  


ARTICLE 7.


 


EXERCISE OF OPTIONS AND STOCK APPRECIATION
RIGHTS


 


7.1  Exercise
and Payment.  An exercisable Option or Stock Appreciation Right may be exercised in whole or in part. However, an Option
or Stock Appreciation Right shall not be exercisable with respect to fractional Shares and the Administrator may require that,
by the terms of the Option or Stock Appreciation Right, a partial exercise must be with respect to a minimum number of Shares.
Payment of the amounts payable with respect to Stock Appreciation Rights pursuant to this Article 7 shall be in cash, Shares
(based on its Fair Market Value as of the date the Stock Appreciation Right is exercised), or a combination of both, as determined
by the Administrator.


 


7.2  Manner
of Exercise.  All or a portion of an exercisable Option or Stock Appreciation Right shall be deemed exercised upon delivery
of all of the following to the Secretary of the Company, the stock plan administrator of the Company or such other person or entity
designated by the Administrator, or his, her or its office, as applicable:


 


(a)          
A written or electronic notice complying with the applicable rules established by the Administrator stating that the Option
or Stock Appreciation Right, or a portion thereof, is exercised. The notice shall be signed by the Holder or other person then
entitled to exercise the Option or Stock Appreciation Right or such portion thereof;


 






     


     


    

 


(b)           
Such representations and documents as the Administrator, in its sole discretion, deems necessary or advisable to effect compliance
with Applicable Law.


 


(c)           
In the event that the Option shall be exercised pursuant to Section 11.3 by any person or persons other than the Holder, appropriate
proof of the right of such person or persons to exercise the Option or Stock Appreciation Right, as determined in the sole discretion
of the Administrator; and


 


(d)           
Full payment of the exercise price and applicable withholding taxes for the Shares with respect to which the Option or Stock Appreciation
Right, or portion thereof, is exercised, in a manner permitted by the Administrator in accordance with Sections 11.1 and 11.2.


  


7.3  Notification
Regarding Disposition.  The Holder shall give the Company prompt written or electronic notice of any disposition of Shares
acquired by exercise of an Incentive Stock Option which occurs within (a) two years from the date of granting (including the
date the Option is modified, extended or renewed for purposes of Section 424(h) of the Code) such Option to such Holder,
or (b) one year after the date of transfer of such Shares to such Holder. Such notice shall specify the date of such disposition
or other transfer and the amount realized, in cash, other property, assumption of indebtedness or other consideration, by the Holder
in such disposition or other transfer.


 


ARTICLE 8.


 


AWARD OF RESTRICTED STOCK


 


8.1  Award
of Restricted Stock.  The Administrator is authorized to grant Restricted Stock to Eligible Individuals, and shall determine
the terms and conditions, including the restrictions applicable to each award of Restricted Stock, which terms and conditions shall
not be inconsistent with the Plan or any applicable Program, and may impose such conditions on the issuance of such Restricted
Stock as it deems appropriate. The Administrator shall establish the purchase price, if any, and form of payment for Restricted
Stock; provided, however, that if a purchase price is charged, such purchase price shall be no less than the par
value, if any, of the Shares to be purchased, unless otherwise permitted by Applicable Law. In all cases, legal consideration shall
be required for each issuance of Restricted Stock to the extent required by Applicable Law.


 


8.2  Rights
as Stockholders.  Subject to Section 8.4, upon issuance of Restricted Stock, the Holder shall have, unless otherwise
provided by the Administrator, all the rights of a stockholder with respect to said Shares, subject to the restrictions in the
Plan, any applicable Program and/or the applicable Award Agreement, including the right to receive all dividends and other distributions
paid or made with respect to the Shares to the extent such dividends and other distributions have a record date that is on or after
the date on which the Holder to whom such Restricted Stock are granted becomes the record holder of such Restricted Stock; provided,
however, that, in the sole discretion of the Administrator, any extraordinary distributions with respect to the Shares may
be subject to the restrictions set forth in Section 8.3. In addition, dividends which are paid prior to vesting shall only
be paid out to the Holder to the extent that the vesting conditions are subsequently satisfied and the share of Restricted Stock
vests.


 


8.3  Restrictions. 
Subject to Section 3.2, all shares of Restricted Stock (including any shares received by Holders thereof with respect to shares
of Restricted Stock as a result of stock dividends, stock splits or any other form of recapitalization) shall be subject to such
restrictions and vesting requirements as the Administrator shall provide in the applicable Program or Award Agreement.


  


8.4 
Repurchase or Forfeiture of Restricted Stock.  Except as otherwise determined by the Administrator, if no price was
paid by the Holder for the Restricted Stock, upon a Termination of Service during the applicable restriction period, the
Holder’s rights in unvested Restricted Stock then subject to restrictions shall lapse, and such Restricted Stock shall
be surrendered to the Company and cancelled without consideration on the date of such Termination of Service. If a price was
paid by the Holder for the Restricted Stock, upon a Termination of Service during the applicable restriction period, the
Company shall have the right to repurchase from the Holder the unvested Restricted Stock then subject to restrictions at a
cash price per share equal to the price paid by the Holder for such Restricted Stock or such other amount as may be specified
in the applicable Program or Award Agreement.Notwithstanding the foregoing, the Administrator, in its sole discretion, may
provide that upon a Change in Control or the Holder’s death or disability, the Holder’s rights in unvested
Restricted Stock then subject to restrictions shall not lapse, such Restricted Stock shall vest and cease to be forfeitable
and, if applicable, the Company shall cease to have a right of repurchase. 


  



     


     


    





 


8.5  Section 83(b) Election. 
If a Holder makes an election under Section 83(b) of the Code to be taxed with respect to the Restricted Stock as of
the date of transfer of the Restricted Stock rather than as of the date or dates upon which the Holder would otherwise be taxable
under Section 83(a) of the Code, the Holder shall be required to deliver a copy of such election to the Company promptly
after filing such election with the Internal Revenue Service along with proof of the timely filing thereof with the Internal Revenue
Service.


 


ARTICLE 9.


 


AWARD OF RESTRICTED STOCK UNITS


 


9.1  Grant
of Restricted Stock Units.  The Administrator is authorized to grant Awards of Restricted Stock Units to any Eligible
Individual selected by the Administrator in such amounts and subject to such terms and conditions as determined by the Administrator.


 


9.2  Term. 
Except as otherwise provided herein, the term of a Restricted Stock Unit award shall be set by the Administrator in its sole discretion.


 


9.3  Purchase
Price.  The Administrator shall specify the purchase price, if any, to be paid by the Holder to the Company with respect
to any Restricted Stock Unit award; provided, however, that value of the consideration shall not be less than the
par value of a Share, unless otherwise permitted by Applicable Law.


 


9.4  Vesting
of Restricted Stock Units.  Subject to Section 3.2, at the time of grant, the Administrator shall specify the date or
dates on which the Restricted Stock Units shall become fully vested and nonforfeitable, and may specify such conditions to vesting
as it deems appropriate, including, without limitation, vesting based upon the Holder’s duration of service to the Company
or any Subsidiary, one or more Performance Criteria, Company performance, individual performance or other specific criteria, in
each case on a specified date or dates or over any period or periods, as determined by the Administrator.


 


9.5  Maturity
and Payment.  At the time of grant, the Administrator shall specify the maturity date applicable to each grant of Restricted
Stock Units, which shall be no earlier than the vesting date or dates of the Award and may be determined at the election of the
Holder (if permitted by the applicable Award Agreement); provided that, except as otherwise determined by the Administrator,
and subject to compliance with Section 409A, in no event shall the maturity date relating to each Restricted Stock Unit occur
following the later of (a) the 15th day of the third month following the end of calendar year in which the applicable
portion of the Restricted Stock Unit vests; or (b) the 15th day of the third month following the end of the Company’s
fiscal year in which the applicable portion of the Restricted Stock Unit vests. On the maturity date, the Company shall, in accordance
with the applicable Award Agreement and subject to Section 11.4(f), transfer to the Holder one unrestricted, fully transferable
Share for each Restricted Stock Unit scheduled to be paid out on such date and not previously forfeited, or in the sole discretion
of the Administrator, an amount in cash equal to the Fair Market Value of such Shares on the maturity date or a combination of
cash and Common Stock as determined by the Administrator.


 


9.6  Payment
upon Termination of Service.  An Award of Restricted Stock Units shall only be payable while the Holder is an Employee;
provided, however, that the Administrator, in its sole discretion, may provide (in an Award Agreement or otherwise)
that a Restricted Stock Unit award may be paid subsequent to a Termination of Service upon a Change in Control or the Holder’s
death or disability.


 






     


     


    

 


ARTICLE 10.


 


AWARD OF OTHER STOCK OR CASH BASED AWARDS
AND DIVIDEND EQUIVALENTS


 


10.1 
Other Stock or Cash Based Awards.  The Administrator is authorized to (a) grant Other Stock or Cash Based
Awards, including awards entitling a Holder to receive Shares or cash to be delivered immediately or in the future, to any
Eligible Individual and (b) determine whether such Other Stock or Cash Based Awards shall be Performance-Based
Compensation. Subject to the provisions of the Plan and any applicable Program, the Administrator shall determine the terms
and conditions of each Other Stock or Cash Based Award, including the term of the Award, any exercise or purchase price,
performance goals, including the Performance Criteria, transfer restrictions, vesting conditions and other terms and
conditions applicable thereto, which shall be set forth in the applicable Award Agreement. Other Stock or Cash Based Awards
may be paid in cash, Shares, or a combination of cash and Shares, as determined by the Administrator, and may be available as
a form of payment in the settlement of other Awards granted under the Plan, as stand-alone payments, as a part of a bonus,
deferred bonus, deferred compensation or other arrangement, and/or as payment in lieu of compensation to which an Eligible
Individual is otherwise entitled.


 


10.2  Dividend
Equivalents.  Dividend Equivalents may be granted by the Administrator, either alone or in tandem with another Award,
based on dividends declared on the Common Stock, to be credited as of dividend payment dates during the period between the date
the Dividend Equivalents are granted to a Holder and the date such Dividend Equivalents terminate or expire, as determined by the
Administrator. Such Dividend Equivalents shall be converted to cash or additional Shares by such formula and at such time and subject
to such restrictions and limitations as may be determined by the Administrator. In addition, Dividend Equivalents with respect
to any Award that vests on the basis of the Holder’s duration of service to the Company or any Subsidiary or with performance-based
vesting that are based on dividends paid prior to the vesting of such Award shall only be paid out to the Holder to the extent
that the vesting conditions are subsequently satisfied and the Award vests. Notwithstanding the foregoing, no Dividend Equivalents
shall be payable with respect to Options or Stock Appreciation Rights.


 


ARTICLE 11.


 


ADDITIONAL TERMS OF AWARDS


 


11.1  Payment. 
The Administrator shall determine the method or methods by which payments by any Holder with respect to any Awards granted under
the Plan shall be made, including, without limitation: (a) cash or check, (b) Shares (including, in the case of payment
of the exercise price of an Award, Shares issuable pursuant to the exercise of the Award) or Shares held for such minimum period
of time as may be established by the Administrator, in each case, having a Fair Market Value on the date of delivery equal to the
aggregate payments required, (c) delivery of a written or electronic notice that the Holder has placed a market sell order
with a broker acceptable to the Company with respect to Shares then issuable upon exercise or vesting of an Award, and that the
broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the aggregate
payments required; provided that payment of such proceeds is then made to the Company upon settlement of such sale, (d) other
form of legal consideration acceptable to the Administrator in its sole discretion, or (e) any combination of the above permitted
forms of payment. Notwithstanding any other provision of the Plan to the contrary, no Holder who is a Director or an “executive
officer” of the Company within the meaning of Section 13(k) of the Exchange Act shall be permitted to make payment
with respect to any Awards granted under the Plan, or continue any extension of credit with respect to such payment, with a loan
from the Company or a loan arranged by the Company in violation of Section 13(k) of the Exchange Act.


 


11.2  Tax Withholding. 
The Company or any Subsidiary shall have the authority and the right to deduct or withhold, or require a Holder to remit to the
Company, an amount sufficient to satisfy federal, state, local and foreign taxes (including the Holder’s FICA, employment
tax or other social security contribution obligation) required by law to be withheld with respect to any taxable event concerning
a Holder arising as a result of the Plan or any Award. The Administrator may, in its sole discretion and in satisfaction of the
foregoing requirement, allow a Holder to satisfy such obligations by any payment means described in Section 11.1 hereof, including
without limitation, by allowing such Holder to have the Company or any Subsidiary withhold Shares otherwise issuable under an Award
(or allow the surrender of Shares). The number of Shares which may be so withheld or surrendered shall be limited to the number
of Shares which have a fair market value on the date of withholding or repurchase no greater than the aggregate amount of such
liabilities based on the minimum statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes
that are applicable to such supplemental taxable income. The Administrator shall determine the fair market value of the Shares,
consistent with applicable provisions of the Code, for tax withholding obligations due in connection with a broker-assisted cashless
Option or Stock Appreciation Right exercise involving the sale of Shares to pay the Option or Stock Appreciation Right exercise
price or any tax withholding obligation.





 






     


     


    

 


11.3  Transferability
of Awards.


 


(a)                   Except as otherwise provided in Sections 11.3(b) and 11.3(c):


 


(i)              No Award under the Plan may be sold, pledged, assigned or transferred in any manner other than (A) by will or the laws of
descent and distribution or (B) subject to the consent of the Administrator, pursuant to a DRO, unless and until such Award
has been exercised or the Shares underlying such Award have been issued, and all restrictions applicable to such Shares have lapsed;


 


(ii)             No Award or interest or right therein shall be liable for or otherwise subject to the debts, contracts or engagements of the Holder
or the Holder’s successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge,
hypothecation, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation
of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy) unless and
until such Award has been exercised, or the Shares underlying such Award have been issued, and all restrictions applicable to such
Shares have lapsed, and any attempted disposition of an Award prior to satisfaction of these conditions shall be null and void
and of no effect, except to the extent that such disposition is permitted by Section 11.3(a)(i); and


 


(iii)            During the lifetime of the Holder, only the Holder may exercise any exercisable portion of an Award granted to such Holder under
the Plan, unless it has been disposed of pursuant to a DRO. After the death of the Holder, any exercisable portion of an Award
may, prior to the time when such portion becomes unexercisable under the Plan or the applicable Program or Award Agreement, be
exercised by the Holder’s personal representative or by any person empowered to do so under the deceased Holder’s will
or under the then-applicable laws of descent and distribution.


 


(b)                   Notwithstanding Section 11.3(a), the Administrator, in its sole discretion, may determine to permit a Holder or a Permitted
Transferee of such Holder to transfer an Award other than an Incentive Stock Option (unless such Incentive Stock Option is intended
to become a Nonqualified Stock Option) to any one or more Permitted Transferees of such Holder, subject to the following terms
and conditions: (i) an Award transferred to a Permitted Transferee shall not be assignable or transferable by the Permitted
Transferee other than (A) to another Permitted Transferee of the applicable Holder or (B) by will or the laws of descent
and distribution or, subject to the consent of the Administrator, pursuant to a DRO; (ii) an Award transferred to a Permitted
Transferee shall continue to be subject to all the terms and conditions of the Award as applicable to the original Holder (other
than the ability to further transfer the Award to any Person other than another Permitted Transferee of the applicable Holder);
and (iii) the Holder (or transferring Permitted Transferee) and the receiving Permitted Transferee shall execute any and all
documents requested by the Administrator, including, without limitation documents to (A) confirm the status of the transferee
as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer under Applicable Law and (C) evidence
the transfer. In addition, and further notwithstanding Section 11.3(a), hereof, the Administrator, in its sole discretion,
may determine to permit a Holder to transfer Incentive Stock Options to a trust that constitutes a Permitted Transferee if, under
Section 671 of the Code and other Applicable Law, the Holder is considered the sole beneficial owner of the Incentive Stock
Option while it is held in the trust.


 


(c)                   Notwithstanding
Section 11.3(a), a Holder may, in the manner determined by the Administrator, designate a beneficiary to exercise the
rights of the Holder and to receive any distribution with respect to any Award upon the Holder’s death. A beneficiary,
legal guardian, legal representative, or other person claiming any rights pursuant to the Plan is subject to all terms and
conditions of the Plan and any Program or Award Agreement applicable to the Holder and any additional restrictions deemed
necessary or appropriate by the Administrator. If the Holder is married or a domestic partner in a domestic partnership
qualified under Applicable Law and resides in a community property state, a designation of a person other than the
Holder’s spouse or domestic partner, as applicable, as the Holder’s beneficiary with respect to more than 50% of
the Holder’s interest in the Award shall not be effective without the prior written or electronic consent of the
Holder’s spouse or domestic partner. If no beneficiary has been designated or survives the Holder, payment shall be
made to the person entitled thereto pursuant to the Holder’s will or the laws of descent and distribution. Subject to
the foregoing, a beneficiary designation may be changed or revoked by a Holder at any time; provided that the change
or revocation is delivered in writing to the Administrator prior to the Holder’s death.


 






     


     


    

 


11.4  Conditions
to Issuance of Shares.


 


(a)                   The Administrator shall determine the methods by which Shares shall be delivered or deemed to be delivered to Holders. Notwithstanding
anything herein to the contrary, the Company shall not be required to issue or deliver any certificates or make any book entries
evidencing Shares pursuant to the exercise of any Award, unless and until the Administrator has determined, with advice of counsel,
that the issuance of such Shares is in compliance with Applicable Law and the Shares are covered by an effective registration statement
or applicable exemption from registration. In addition to the terms and conditions provided herein, the Administrator may require
that a Holder make such reasonable covenants, agreements and representations as the Administrator, in its sole discretion, deems
advisable in order to comply with Applicable Law.


 


(b)                   All share certificates delivered pursuant to the Plan and all Shares issued pursuant to book entry procedures are subject to any
stop-transfer orders and other restrictions as the Administrator deems necessary or advisable to comply with Applicable Law. The
Administrator may place legends on any share certificate or book entry to reference restrictions applicable to the Shares (including,
without limitation, restrictions applicable to Restricted Stock).


 


(c)                   The Administrator shall have the right to require any Holder to comply with any timing or other restrictions with respect to the
settlement, distribution or exercise of any Award, including a window-period limitation, as may be imposed in the sole discretion
of the Administrator.


 


(d)                  No fractional Shares shall be issued and the Administrator, in its sole discretion, shall determine whether cash shall be given
in lieu of fractional Shares or whether such fractional Shares shall be eliminated by rounding down.


 


(e)                   The Company, in its sole discretion, may (i) retain physical possession of any stock certificate evidencing Shares until any
restrictions thereon shall have lapsed and/or (ii) require that the stock certificates evidencing such Shares be held in custody
by a designated escrow agent (which may but need not be the Company) until the restrictions thereon shall have lapsed, and that
the Holder deliver a stock power, endorsed in blank, relating to such Shares.


 


(f)                    Notwithstanding any other provision of the Plan, unless otherwise determined by the Administrator or required by Applicable Law,
the Company shall not deliver to any Holder certificates evidencing Shares issued in connection with any Award and instead such
Shares shall be recorded in the books of the Company (or, as applicable, its transfer agent or stock plan administrator).


 


11.5  Forfeiture
and Claw-Back Provisions.  All Awards (including any proceeds, gains or other economic benefit actually or constructively
received by a Holder upon any receipt or exercise of any Award or upon the receipt or resale of any Shares underlying the Award)
shall be subject to the provisions of any claw-back policy implemented by the Company, including, without limitation, any claw-back
policy adopted to comply with the requirements of Applicable Law, including, without limitation, the Dodd-Frank Wall Street Reform
and Consumer Protection Act and any rules or regulations promulgated thereunder, to the extent set forth in such claw-back
policy and/or in the applicable Award Agreement.


 






     


     


    

 


11.6 
Prohibition on Repricing.  Subject to Section 13.2, the Administrator shall not, without the approval of the
stockholders of the Company, (a) authorize the amendment of any outstanding Option or Stock Appreciation Right to reduce
its price per Share, or (b) cancel any Option or Stock Appreciation Right in exchange for cash or another Award when the
Option or Stock Appreciation Right price per Share exceeds the Fair Market Value of the underlying Shares. Furthermore, for
purposes of this Section 11.6, except in connection with a corporate transaction involving the Company (including,
without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger,
consolidation, split-up, spin-off, combination or exchange of shares), the terms of outstanding Awards may not be amended to
reduce the exercise price per Share of outstanding Options or Stock Appreciation Rights or cancel outstanding Options or
Stock Appreciation Rights in exchange for cash, other Awards or Options or Stock Appreciation Rights with an exercise price
per Share that is less than the exercise price per Share of the original Options or Stock Appreciation Rights without the
approval of the stockholders of the Company.


 


11.7  Amendment
of Awards.  Subject to Applicable Law, the Administrator may amend, modify or terminate any outstanding Award (provided
that such amendment or modification does not constitute an acceleration, in whole or in part, of the vesting or lapsing of restrictions
of any Award or portion thereof), including but not limited to, substituting therefor another Award of the same or a different
type, changing the date of exercise or settlement, and converting an Incentive Stock Option to a Non-Qualified Stock Option. The
Holder’s consent to such action shall be required unless (a) the Administrator determines that the action, taking into
account any related action, would not materially and adversely affect the Holder, or (b) the change is otherwise permitted
under the Plan (including, without limitation, under Section 13.2 or 13.10).


 


11.8  Data
Privacy.  As a condition of receipt of any Award, each Holder explicitly and unambiguously consents to the collection,
use and transfer, in electronic or other form, of personal data as described in this Section 11.8 by and among, as applicable,
the Company and its Subsidiaries for the exclusive purpose of implementing, administering and managing the Holder’s participation
in the Plan. The Company and its Subsidiaries may hold certain personal information about a Holder, including but not limited to,
the Holder’s name, home address and telephone number, date of birth, social security or insurance number or other identification
number, salary, nationality, job title(s), any shares of stock held in the Company or any of its Subsidiaries, details of all Awards,
in each case, for the purpose of implementing, managing and administering the Plan and Awards (the “Data”).
The Company and its Subsidiaries may transfer the Data amongst themselves as necessary for the purpose of implementation, administration
and management of a Holder’s participation in the Plan, and the Company and its Subsidiaries may each further transfer the
Data to any third parties assisting the Company and its Subsidiaries in the implementation, administration and management of the
Plan. These recipients may be located in the Holder’s country, or elsewhere, and the Holder’s country may have different
data privacy laws and protections than the recipients’ country. Through acceptance of an Award, each Holder authorizes such
recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing,
administering and managing the Holder’s participation in the Plan, including any requisite transfer of such Data as may be
required to a broker or other third party with whom the Company or any of its Subsidiaries or the Holder may elect to deposit any
Shares. The Data related to a Holder will be held only as long as is necessary to implement, administer, and manage the Holder’s
participation in the Plan. A Holder may, at any time, view the Data held by the Company with respect to such Holder, request additional
information about the storage and processing of the Data with respect to such Holder, recommend any necessary corrections to the
Data with respect to the Holder or refuse or withdraw the consents herein in writing, in any case without cost, by contacting his
or her local human resources representative. The Company may cancel Holder’s ability to participate in the Plan and, in the
Administrator’s discretion, the Holder may forfeit any outstanding Awards if the Holder refuses or withdraws his or her consents
as described herein. For more information on the consequences of refusal to consent or withdrawal of consent, Holders may contact
the Company.


 






     


     


    

 


ARTICLE 12.


 


ADMINISTRATION


 


12.1 
Administrator.  The Committee shall administer the Plan (except as otherwise permitted herein). To the extent
necessary to comply with Rule 16b-3 of the Exchange Act, and with respect to Awards that, when granted, were intended to
be Performance-Based Compensation, including Options and Stock Appreciation Rights, then the Committee shall take all action
with respect to such Awards, and the individuals taking such action shall consist solely of two or more Non-Employee
Directors, each of whom is intended to qualify as both a “non-employee director” as defined by Rule 16b-3 of
the Exchange Act or any successor rule and an “outside director” for purposes of Section 162(m) of
the Code. Additionally, to the extent required by Applicable Law, each of the individuals constituting the Committee shall be
an “independent director” under the rules of any securities exchange or automated quotation system on which
the Shares are listed, quoted or traded. Notwithstanding the foregoing, any action taken by the Committee shall be valid and
effective, whether or not members of the Committee at the time of such action are later determined not to have satisfied the
requirements for membership set forth in this Section 12.1 or the Organizational Documents. Except as may otherwise be
provided in the Organizational Documents or as otherwise required by Applicable Law, (a) appointment of Committee
members shall be effective upon acceptance of appointment, (b) Committee members may resign at any time by delivering
written or electronic notice to the Board and (c) vacancies in the Committee may only be filled by the Board.
Notwithstanding the foregoing, the Board or Committee may delegate its authority hereunder to the extent permitted by
Section 12.6.


 


12.2  Duties
and Powers of Administrator.  It shall be the duty of the Administrator to conduct the general administration of the Plan
in accordance with its provisions. The Administrator shall have the power to interpret the Plan, all Programs and Award Agreements,
and to adopt such rules for the administration, interpretation and application of the Plan and any Program as are not inconsistent
with the Plan, to interpret, amend or revoke any such rules and to amend any Program or Award Agreement; provided that
the rights or obligations of the Holder of the Award that is the subject of any such Program or Award Agreement are not materially
and adversely affected by such amendment, unless the consent of the Holder is obtained or such amendment is otherwise permitted
under Section 11.7 or Section 13.10. In its sole discretion, the Board may at any time and from time to time exercise
any and all rights and duties of the Committee in its capacity as the Administrator under the Plan except with respect to matters
which under Rule 16b-3 under the Exchange Act or any successor rule, or Section 162(m) of the Code, or any regulations
or rules issued thereunder, or the rules of any securities exchange or automated quotation system on which the Shares
are listed, quoted or traded are required to be determined in the sole discretion of the Committee.


  


12.3  Action
by the Administrator.  Unless otherwise established by the Board, set forth in any Organizational Documents or as required
by Applicable Law, a majority of the Administrator shall constitute a quorum and the acts of a majority of the members present
at any meeting at which a quorum is present, and acts approved in writing by all members of the Administrator in lieu of a meeting,
shall be deemed the acts of the Administrator. Each member of the Administrator is entitled to, in good faith, rely or act upon
any report or other information furnished to that member by any officer or other employee of the Company or any Subsidiary, the
Company’s independent registered public accounting firm, or any executive compensation consultant or other professional retained
by the Company to assist in the administration of the Plan.


 


12.4  Authority
of Administrator.  Subject to the Organizational Documents, any specific designation in the Plan and Applicable Law, the
Administrator has the exclusive power, authority and sole discretion to:


 


(a)                   Designate Eligible Individuals to receive Awards;


 


(b)                   Determine the type or types of Awards to be granted to each Eligible Individual (including, without limitation, any Awards granted
in tandem with another Award granted pursuant to the Plan);


 


(c)                   Determine the number of Awards to be granted and the number of Shares to which an Award will relate;


 


(d)                   Determine the terms and conditions of any Award granted pursuant to the Plan, including, but not limited to, the exercise price,
grant price, purchase price, any Performance Criteria or performance criteria, any restrictions or limitations on the Award, any
schedule for vesting, lapse of forfeiture restrictions or restrictions on the exercisability of an Award, and accelerations or
waivers thereof permitted under the Plan, and any provisions related to non-competition and claw-back and recapture of gain on
an Award, based in each case on such considerations as the Administrator in its sole discretion determines;


 


(e)                   Determine whether, to what extent, and under what circumstances an Award may be settled in, or the exercise price of an Award may
be paid in cash, Shares, other Awards, or other property, or an Award may be canceled, forfeited, or surrendered;





 






     


     


    

 


(f)                    Prescribe the form of each Award Agreement, which need not be identical for each Holder;


 


(g)                   Decide all other matters that must be determined in connection with an Award;


  


(h)                   Establish, adopt, or revise any Programs, rules and regulations as it may deem necessary or advisable to administer the Plan;


 


(i)                    Interpret the terms of, and any matter arising pursuant to, the Plan, any Program or any Award Agreement;


 


(j)                     Make all other decisions and determinations that may be required pursuant to the Plan or as the Administrator deems necessary or
advisable to administer the Plan; and


 


(k)                   Accelerate wholly or partially the vesting or lapse of restrictions of any Award or portion thereof at any time after the grant
of an Award, subject to whatever terms and conditions it selects and Section 13.2; provided, however, that such acceleration
may occur only in the event of the Holder’s death or disability or in connection with a Change in Control. 


12.5  Decisions
Binding.  The Administrator’s interpretation of the Plan, any Awards granted pursuant to the Plan, any Program or
any Award Agreement and all decisions and determinations by the Administrator with respect to the Plan are final, binding and conclusive
on all Persons.


 


12.6  Delegation
of Authority.  The Board or Committee may from time to time delegate to a committee of one or more members of the Board
or one or more officers of the Company the authority to grant or amend Awards or to take other administrative actions pursuant
to this Article 12; provided, however, that in no event shall an officer of the Company be delegated the authority
to grant Awards to, or amend Awards held by, the following individuals: (a) individuals who are subject to Section 16
of the Exchange Act, (b) Covered Employees with respect to Awards intended to constitute Performance Based Compensation, or
(c) officers of the Company to whom authority to grant or amend Awards has been delegated hereunder; provided, further,
that any delegation of administrative authority shall only be permitted to the extent it is permissible under any Organizational
Documents and Applicable Law (including, without limitation, Section 162(m) of the Code). Any delegation hereunder shall
be subject to the restrictions and limits that the Board or Committee specifies at the time of such delegation or that are otherwise
included in the applicable Organizational Documents, and the Board or Committee, as applicable, may at any time rescind the authority
so delegated or appoint a new delegatee. At all times, the delegatee appointed under this Section 12.6 shall serve in such
capacity at the pleasure of the Board or the Committee, as applicable, and the Board or the Committee may abolish any committee
at any time and re-vest in itself any previously delegated authority.


 


ARTICLE 13.


 


MISCELLANEOUS PROVISIONS


 


13.1  Amendment,
Suspension or Termination of the Plan.


 


(a)                   Except as otherwise provided in Section 13.1(b), the Plan may be wholly or partially amended or otherwise modified, suspended
or terminated at any time or from time to time by the Board; provided that, except as provided in Section 11.7 and
Section 13.10, no amendment, suspension or termination of the Plan shall, without the consent of the Holder, materially and
adversely affect any rights or obligations under any Award theretofore granted or awarded, unless the Award itself otherwise expressly
so provides.


  


(b)                   Notwithstanding
Section 13.1(a), the Board may not, except as provided in Section 13.2, take any of the following actions without
approval of the Company’s stockholders given within twelve (12) months before or after such action:
(i) increase the limit imposed in Section 3.1 on the maximum number of Shares which may be issued under the Plan or
the Award Limit, (ii) reduce the price per share of any outstanding Option or Stock Appreciation Right granted under the
Plan or take any action prohibited under Section 11.6, or (iii) cancel any Option or Stock Appreciation Right in
exchange for cash or another Award in violation of Section 11.6.


 






     


     


    

 


(c)                   No Awards may be granted or awarded during any period of suspension or after termination of the Plan, and notwithstanding anything
herein to the contrary, in no event may any Award be granted under the Plan after the tenth (10th) anniversary of the earlier of
(i) the date on which the Plan was adopted by the Board or (ii) the date the Plan was approved by the Company’s
stockholders (such anniversary, the “Expiration Date”). Any Awards that are outstanding on the Expiration Date
shall remain in force according to the terms of the Plan, the applicable Program and the applicable Award Agreement.


 


13.2  Changes
in Common Stock or Assets of the Company, Acquisition or Liquidation of the Company and Other Corporate Events.


 


(a)                   In the event of any stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution
(other than normal cash dividends) of Company assets to stockholders, or any other change affecting the shares of the Company’s
stock or the share price of the Company’s stock other than an Equity Restructuring, the Administrator may make equitable
adjustments, if any, to reflect such change with respect to: (i) the aggregate number and kind of Shares that may be issued
under the Plan (including, but not limited to, adjustments of the limitations in Section 3.1 on the maximum number and kind
of Shares which may be issued under the Plan, and adjustments of the Award Limit); (ii) the number and kind of Shares (or
other securities or property) subject to outstanding Awards; (iii) the terms and conditions of any outstanding Awards (including,
without limitation, any applicable performance targets or criteria with respect thereto); and (iv) the grant or exercise price
per share for any outstanding Awards under the Plan. Any adjustment affecting an Award that, when granted, was intended as Performance-Based
Compensation shall be made consistent with the requirements of Section 162(m) of the Code unless otherwise determined
by the Administrator.


 


(b)                   In the event of any transaction or event described in Section 13.2(a) or any unusual or nonrecurring transactions or
events affecting the Company, any Subsidiary of the Company, or the financial statements of the Company or any Subsidiary, or of
changes in Applicable Law or Applicable Accounting Standards, the Administrator, in its sole discretion, and on such terms and
conditions as it deems appropriate, either by the terms of the Award or by action taken prior to the occurrence of such transaction
or event, is hereby authorized to take any one or more of the following actions whenever the Administrator determines that such
action is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available
under the Plan or with respect to any Award under the Plan, to facilitate such transactions or events or to give effect to such
changes in Applicable Law or Applicable Accounting Standards:


 


(i)              To provide for the termination of any such Award in exchange for an amount of cash and/or other property with a value equal to
the amount that would have been attained upon the exercise of such Award or realization of the Holder’s rights (and, for
the avoidance of doubt, if as of the date of the occurrence of the transaction or event described in this Section 13.2 the
Administrator determines in good faith that no amount would have been attained upon the exercise of such Award or realization of
the Holder’s rights, then such Award may be terminated by the Company without payment);


 


(ii)             To provide that such Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be
substituted for by similar options, rights or awards covering the stock of the successor or survivor corporation, or a parent or
subsidiary thereof, with appropriate adjustments as to the number and kind of shares and applicable exercise or purchase price,
in all cases, as determined by the Administrator;


 


(iii)            To make adjustments in the number and type of Shares of the Company’s stock (or other securities or property) subject to
outstanding Awards, and/or in the terms and conditions of (including the grant or exercise price), and the criteria included in,
outstanding Awards and Awards which may be granted in the future;





 






     


     


    

 


(iv)           To provide that such Award shall be exercisable or payable or fully vested with respect to all Shares covered thereby, notwithstanding
anything to the contrary in the Plan or the applicable Program or Award Agreement;


 


(v)             To replace such Award with other rights or property selected by the Administrator; and/or


 


(vi)            To provide that the Award cannot vest, be exercised or become payable after such event.


 


(c)                   In connection with the occurrence of any Equity Restructuring, and notwithstanding anything to the contrary in Sections 13.2(a) and
13.2(b):


 


(i)               The number and type of securities subject to each outstanding Award and the exercise price or grant price thereof, if applicable,
shall be equitably adjusted; and/or


 


(ii)             The Administrator shall make such equitable adjustments, if any, as the Administrator, in its sole discretion, may deem appropriate
to reflect such Equity Restructuring with respect to the aggregate number and kind of Shares that may be issued under the Plan
(including, but not limited to, adjustments of the limitation in Section 3.1 on the maximum number and kind of Shares which
may be issued under the Plan, and adjustments of the Award Limit). The adjustments provided under this Section 13.2(c) shall
be nondiscretionary and shall be final and binding on the affected Holder and the Company.


 


(d)                   Notwithstanding any other provision of the Plan, in the event of a Change in Control, unless the Administrator elects to (i) terminate
an Award in exchange for cash, rights or property, or (ii) cause an Award to become fully exercisable and no longer subject
to any forfeiture restrictions immediately prior to the consummation of a Change in Control, pursuant to Section 13.2, (A) such
Award (other than any portion subject to performance-based vesting) shall continue in effect or be assumed or an equivalent Award
substituted by the successor corporation or a parent or subsidiary of the successor corporation and (B) the portion of such
Award subject to performance-based vesting shall be subject to the terms and conditions of the applicable Award Agreement and,
in the absence of applicable terms and conditions, the Administrator’s discretion. In the event an Award continues in effect
or is assumed or an equivalent Award substituted, and a Holder incurs a Termination of Service without “cause” (as
such term is defined in the sole discretion of the Administrator, or as set forth in the Award Agreement relating to such Award)
upon or within twelve (12) months following the Change in Control, then such Holder shall be fully vested in such continued,
assumed or substituted Award.


 


(e)                   In the event that the successor corporation in a Change in Control refuses to assume or substitute for an Award (other than any
portion subject to performance-based vesting), the Administrator may cause (i) any or all of such Award (or portion thereof)
to terminate in exchange for cash, rights or other property pursuant to Section 13.2(b)(i) or (ii) any or all of
such Award (or portion thereof) to become fully exercisable immediately prior to the consummation of such transaction and all forfeiture
restrictions on any or all of such Award to lapse. If any such Award is exercisable in lieu of assumption or substitution in the
event of a Change in Control, the Administrator shall notify the Holder that such Award shall be fully exercisable for such period
of time (if any) as may be determined by the Administrator, contingent upon the occurrence of the Change in Control, and such Award
shall terminate upon the expiration of such period.


 


(f)                    For
the purposes of this Section 13.2, an Award shall be considered assumed if, following the Change in Control, the Award
confers the right to purchase or receive, for each Share subject to the Award immediately prior to the Change in Control, the
consideration (whether stock, cash, or other securities or property) received in the Change in Control by holders of Common
Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration,
the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however,
that if such consideration received in the Change in Control was not solely common stock of the successor corporation or its
parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received
upon the exercise of the Award, for each Share subject to an Award, to be solely common stock of the successor corporation or
its parent equal in fair market value to the per-share consideration received by holders of Common Stock in the Change in
Control.


 






     


     


    

 


(g)                   The Administrator, in its sole discretion, may include such further provisions and limitations in any Award, agreement or certificate,
as it may deem equitable and in the best interests of the Company that are not inconsistent with the provisions of the Plan.


 


(h)                   Unless otherwise determined by the Administrator, no adjustment or action described in this Section 13.2 or in any other provision
of the Plan shall be authorized to the extent it would (i) with respect to Awards which are granted to Covered Employees and
were, when granted, intended to qualify as Performance-Based Compensation, cause such Award to fail to so qualify as Performance-Based
Compensation, (ii) cause the Plan to violate Section 422(b)(1) of the Code, (iii) result in short-swing profits
liability under Section 16 of the Exchange Act or violate the exemptive conditions of Rule 16b-3 of the Exchange Act,
or (iv) cause an Award to fail to be exempt from or comply with Section 409A.


 


(i)                    The existence of the Plan, any Program, any Award Agreement and/or the Awards granted hereunder shall not affect or restrict in
any way the right or power of the Company or the stockholders of the Company to make or authorize any adjustment, recapitalization,
reorganization or other change in the Company’s capital structure or its business, any merger or consolidation of the Company,
any issue of stock or of options, warrants or rights to purchase stock or of bonds, debentures, preferred or prior preference stocks
whose rights are superior to or affect the Common Stock or the rights thereof or which are convertible into or exchangeable for
Common Stock, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business,
or any other corporate act or proceeding, whether of a similar character or otherwise.


 


(j)                    In the event of any pending stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution
(other than normal cash dividends) of Company assets to stockholders, or any other change affecting the Shares or the share price
of the Common Stock including any Equity Restructuring, for reasons of administrative convenience, the Company, in its sole discretion,
may refuse to permit the exercise of any Award during a period of up to thirty (30) days prior to the consummation of any
such transaction.


 


13.3  Approval
of Plan by Stockholders.  The Plan shall be submitted for the approval of the Company’s stockholders within twelve
(12) months after the date of the Board’s initial adoption of the Plan. If the Plan is not approved by the Company’s
stockholders, (i) it will not become effective, (ii) no Awards shall be granted thereunder, and (iii) the Existing
Plan will continue in full force and effect in accordance with its terms.


 


13.4  No Stockholders
Rights.  Except as otherwise provided herein or in an applicable Program or Award Agreement, a Holder shall have none
of the rights of a stockholder with respect to Shares covered by any Award until the Holder becomes the record owner of such Shares.


 


13.5  Paperless
Administration.  In the event that the Company establishes, for itself or using the services of a third party, an automated
system for the documentation, granting or exercise of Awards, such as a system using an internet website or interactive voice response,
then the paperless documentation, granting or exercise of Awards by a Holder may be permitted through the use of such an automated
system.


 


13.6 
Effect of Plan upon Other Compensation Plans and Awards Under Existing Plan.  The adoption of the Plan shall not
affect any other compensation or incentive plans in effect for the Company or any Subsidiary. Nothing in the Plan shall be
construed to limit the right of the Company or any Subsidiary: (a) to establish any other forms of incentives or
compensation for Employees of the Company or any Subsidiary, or (b) to grant or assume options or other rights or awards
otherwise than under the Plan in connection with any proper corporate purpose including without limitation, the grant or
assumption of options in connection with the acquisition by purchase, lease, merger, consolidation or otherwise, of the
business, stock or assets of any corporation, partnership, limited liability company, firm or association. The adoption of
this Plan shall not affect, modify, or terminate any award or grant made under the Existing Plan, including awards granted
under the Existing Plan that have terms or conditions inconsistent with the requirements of this Plan.


 






     


     


    

 


13.7  Compliance
with Laws.  The Plan, the granting and vesting of Awards under the Plan and the issuance and delivery of Shares and the
payment of money under the Plan or under Awards granted or awarded hereunder are subject to compliance with all Applicable Law
(including but not limited to state, federal and foreign securities law and margin requirements), and to such approvals by any
listing, regulatory or governmental authority as may, in the opinion of counsel for the Company, be necessary or advisable in connection
therewith. Any securities delivered under the Plan shall be subject to such restrictions, and the person acquiring such securities
shall, if requested by the Company, provide such assurances and representations to the Company as the Company may deem necessary
or desirable to assure compliance with all Applicable Law. The Administrator, in its sole discretion, may take whatever actions
it deems necessary or appropriate to effect compliance with Applicable Law, including, without limitation, placing legends on share
certificates and issuing stop-transfer notices to agents and registrars. Notwithstanding anything to the contrary herein, the Administrator
may not take any actions hereunder, and no Awards shall be granted, that would violate Applicable Law. To the extent permitted
by Applicable Law, the Plan and Awards granted or awarded hereunder shall be deemed amended to the extent necessary to conform
to Applicable Law.


 


13.8  Titles
and Headings, References to Sections of the Code or Exchange Act.  The titles and headings of the Sections in the Plan
are for convenience of reference only and, in the event of any conflict, the text of the Plan, rather than such titles or headings,
shall control. References to sections of the Code or the Exchange Act shall include any amendment or successor thereto.


  


13.9  Governing
Law.  The Plan and any Programs and Award Agreements hereunder shall be administered, interpreted and enforced under the
internal laws of the State of California without regard to conflicts of laws thereof or of any other jurisdiction.


 


13.10  Section 409A. 
To the extent that the Administrator determines that any Award granted under the Plan is subject to Section 409A, the Plan,
the Program pursuant to which such Award is granted and the Award Agreement evidencing such Award shall incorporate the terms and
conditions required by Section 409A. To the extent applicable, the Plan, the Program and any Award Agreements shall be interpreted
in accordance with Section 409A. Notwithstanding any provision of the Plan to the contrary, in the event that following the
Effective Date the Administrator determines that any Award may be subject to Section 409A, the Administrator may (but is not
obligated to), without a Holder’s consent, adopt such amendments to the Plan and the applicable Program and Award Agreement
or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other
actions, that the Administrator determines are necessary or appropriate to (a) exempt the Award from Section 409A and/or
preserve the intended tax treatment of the benefits provided with respect to the Award, or (b) comply with the requirements
of Section 409A and thereby avoid the application of any penalty taxes under Section 409A. The Company makes no representations
or warranties as to the tax treatment of any Award under Section 409A or otherwise. The Company shall have no obligation under
this Section 13.10 or otherwise to take any action (whether or not described herein) to avoid the imposition of taxes, penalties
or interest under Section 409A with respect to any Award and shall have no liability to any Holder or any other person if
any Award, compensation or other benefits under the Plan are determined to constitute non-compliant, “nonqualified deferred
compensation” subject to the imposition of taxes, penalties and/or interest under Section 409A.


 


13.11  Unfunded
Status of Awards.  The Plan is intended to be an “unfunded” plan for incentive compensation. With respect
to any payments not yet made to a Holder pursuant to an Award, nothing contained in the Plan or any Program or Award Agreement
shall give the Holder any rights that are greater than those of a general creditor of the Company or any Subsidiary.


 


13.12 
Indemnification.  To the extent permitted under Applicable Law and the Organizational Documents, each member of the
Administrator shall be indemnified and held harmless by the Company from any loss, cost, liability, or expense that may be
imposed upon or reasonably incurred by such member in connection with or resulting from any claim, action, suit, or
proceeding to which he or she may be a party or in which he or she may be involved by reason of any action or failure to act
pursuant to the Plan and against and from any and all amounts paid by him or her in satisfaction of judgment in such action,
suit, or proceeding against him or her; provided he or she gives the Company an opportunity, at its own expense, to
handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right
of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled
pursuant to the Organizational Documents, as a matter of law, or otherwise, or any power that the Company may have to
indemnify them or hold them harmless.


 






     


     


    

 


13.13  Relationship
to other Benefits.  No payment pursuant to the Plan shall be taken into account in determining any benefits under any
pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary except
to the extent otherwise expressly provided in writing in such other plan or an agreement thereunder.


 


13.14  Expenses. 
The expenses of administering the Plan shall be borne by the Company and its Subsidiaries.


 


* * * * *





 






     


     


    

 


I hereby certify that
the foregoing Plan was approved by the stockholders of Reliance Steel & Aluminum Co. on May 20, 2020.


 


Executed on this 20th
day of May, 2020.


	 
	By:	/s/ Karla R. Lewis	 
	 	Name: Karla R. Lewis
	 	Title: Senior Executive Vice President & Chief Financial Officer