TG THERAPEUTICS, INC.

AMENDED AND RESTATED 2012 INCENTIVE PLAN




















TG THERAPEUTICS, INC.

AMENDED AND RESTATED 2012 INCENTIVE PLAN





|ARTICLE 1 PURPOSE                          | 4                                                  
|------------------------------------------ | ---------------------------------------------------
|1.1                                        | General                                            
|ARTICLE 2 DEFINITIONS                      | 4                                                  
|2.1                                        | Definitions                                        
|ARTICLE 3 EFFECTIVE TERM OF PLAN           | 11                                                 
|3.1                                        | Effective Date                                     
|3.2                                        | Term of Plan                                       
|ARTICLE 4 ADMINISTRATION                   | 11                                                 
|4.1                                        | Committee                                          
|4.2                                        | Actions and Interpretations by the Committee       
|4.3                                        | Authority of Committee                             
|4.4                                        | Delegation                                         
|4.5                                        | Indemnification                                    
|ARTICLE 5 SHARES SUBJECT TO THE PLAN       | 14                                                 
|5.1                                        | Number of Shares                                   
|5.2                                        | Share Counting                                     
|5.3                                        | Stock Distributed                                  
|5.4                                        | Limitation on Awards                               
|ARTICLE 6 ELIGIBILITY                      | 15                                                 
|6.1                                        | General                                            
|ARTICLE 7 STOCK OPTIONS                    | 16                                                 
|7.1                                        | General                                            
|7.2                                        | Incentive Stock Options                            
|ARTICLE 8 STOCK APPRECIATION RIGHTS        | 17                                                 
|8.1                                        | Grant of Stock Appreciation Rights                 
|ARTICLE 9 RESTRICTED STOCK AND STOCK UNITS | 18                                                 
|9.1                                        | Grant of Restricted Stock and Stock Units          
|9.2                                        | Issuance and Restrictions                          
|9.3                                        | Dividends on Restricted Stock                      
|9.4                                        | Forfeiture                                         
|9.5                                        | Delivery of Restricted Stock                       
|ARTICLE 10 PERFORMANCE AWARDS              | 19                                                 
|10.1                                       | Grant of Performance Awards                        
|10.2                                       | Performance Goals                                  
|ARTICLE 11 QUALIFIED STOCK-BASED AWARDS    | 20                                                 
|11.1                                       | Options and Stock Appreciation Rights              
|11.2                                       | Other Awards                                       
|11.3                                       | Performance Goals                                  
|11.4                                       | Inclusions and Exclusions from Performance Criteria
|11.5                                       | Certification of Performance Goals                 
|11.6                                       | Award Limits                                       







- 2 -











|ARTICLE 12 DIVIDEND EQUIVALENTS                    | 22                                                    
|-------------------------------------------------- | ------------------------------------------------------
|12.1                                               | Grant of Dividend Equivalents                         
|ARTICLE 13 STOCK OR OTHER STOCK-BASED AWARDS       | 22                                                    
|13.1                                               | Grant of Stock or Other Stock-Based Awards            
|ARTICLE 14 PROVISIONS APPLICABLE TO AWARDS         | 23                                                    
|14.1                                               | Award Certificates                                    
|14.2                                               | Form of Payment of Awards                             
|14.3                                               | Limits on Transfer                                    
|14.4                                               | Beneficiaries                                         
|14.5                                               | Stock Trading Restrictions                            
|14.6                                               | Effect of a Change in Control                         
|14.7                                               | Acceleration for Other Reasons                        
|14.8                                               | Forfeiture Events                                     
|14.9                                               | Substitute Awards                                     
|ARTICLE 15 CHANGES IN CAPITAL STRUCTURE            | 25                                                    
|15.1                                               | Mandatory Adjustments                                 
|15.2                                               | Discretionary Adjustments                             
|15.3                                               | General                                               
|ARTICLE 16 AMENDMENT, MODIFICATION AND TERMINATION | 26                                                    
|16.1                                               | Amendment, Modification and Termination               
|16.2                                               | Awards Previously Granted                             
|16.3                                               | Compliance Amendments                                 
|ARTICLE 17 GENERAL PROVISIONS                      | 27                                                    
|17.1                                               | Rights of Participants                                
|17.2                                               | Withholding                                           
|17.3                                               | Special Provisions Related to Section 409A of the Code
|17.4                                               | Unfunded Status of Awards                             
|17.5                                               | Relationship to Other Benefits                        
|17.6                                               | Expenses                                              
|17.7                                               | Titles and Headings                                   
|17.8                                               | Gender and Number                                     
|17.9                                               | Fractional Shares                                     
|17.10                                              | Government and Other Regulations                      
|17.11                                              | Governing Law                                         
|17.12                                              | Severability                                          
|17.13                                              | No Limitations on Rights of Company                   







- 3 -











TG THERAPEUTICS, INC.

AMENDED AND RESTATED 2012 INCENTIVE PLAN



ARTICLE 1

PURPOSE



1.1.          GENERAL.
The purpose of the TG Therapeutics, Inc. Amended and Restated 2012 Incentive Plan (the “Plan”) is to promote the success,
and enhance the value, of TG Therapeutics, Inc. (the “Company”), by linking the personal interests of employees, officers,
directors and consultants of the Company or any Affiliate (as defined below) to those of Company stockholders and by providing
such persons with an incentive for outstanding performance. The Plan is further intended to provide flexibility to the Company
in its ability to motivate, attract, and retain the services of employees, officers, directors and consultants upon whose judgment,
interest, and special effort the successful conduct of the Company’s operation is largely dependent. Accordingly, the Plan
permits the grant of incentive awards from time to time to selected employees, officers, directors and consultants of the Company
and its Affiliates.



ARTICLE 2

DEFINITIONS



2.1.          DEFINITIONS.
When a word or phrase appears in this Plan with the initial letter capitalized, and the word or phrase does not commence a sentence,
the word or phrase shall generally be given the meaning ascribed to it in this Section or in Section 1.1 unless a clearly different
meaning is required by the context. The following words and phrases shall have the following meanings:



(a)“Affiliate”
means (i) any Subsidiary or Parent, or (ii) an entity that directly or through one or more intermediaries controls, is controlled
by or is under common control with, the Company, as determined by the Committee.



(b)“Award”
means an award of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Deferred Stock Units, Performance
Awards, Dividend Equivalents, Other Stock-Based Awards, or any other right or interest relating to Stock or cash, granted to a
Participant under the Plan.



(c)“Award
Certificate” means a written document, in such form as the Committee prescribes from time to time, setting forth the terms
and conditions of an Award. Award Certificates may be in the form of individual award agreements or certificates or a program document
describing the terms and provisions of an Award or series of Awards under the Plan. The Committee may provide for the use of electronic,
internet or other non-paper Award Certificates, and the use of electronic, internet or other non-paper means for the acceptance
thereof and actions thereunder by a Participant.



(d)“Beneficial
Owner” shall have the meaning given such term in Rule 13d-3 of the General Rules and Regulations under the 1934 Act.



- 4 -







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



(f)“Cause”
as a reason for a Participant’s termination of employment shall have the meaning assigned such term in the employment, severance
or similar agreement, if any, between such Participant and the Company or an Affiliate, provided, however that if there is no such
employment, severance or similar agreement in which such term is defined, and unless otherwise defined in the applicable Award
Certificate, “Cause” shall mean any of the following acts by the Participant, as determined by the Committee: gross
neglect of duty, prolonged absence from duty without the consent of the Company, material breach by the Participant of any published
Company code of conduct or code of ethics; or willful misconduct, misfeasance or malfeasance of duty which is reasonably determined
to be detrimental to the Company. With respect to a Participant’s termination of directorship, “Cause” means
an act or failure to act that constitutes cause for removal of a director under applicable Delaware law. The determination of the
Committee as to the existence of “Cause” shall be conclusive on the Participant and the Company.



(g)“Change
in Control” means and includes the occurrence of any one of the following events but shall specifically exclude a Public
Offering:



(i)          during
any consecutive 12-month period, individuals who, at the beginning of such period, constitute the Board of Directors of the Company
(the “Incumbent Directors”) cease for any reason to constitute at least a majority of such Board, provided that any
person becoming a director after the beginning of such 12-month period and whose election or nomination for election was approved
by a vote of at least a majority of the Incumbent Directors then on the Board shall be an Incumbent Director; provided, however,
that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election
contest with respect to the election or removal of directors (“Election Contest”) or other actual or threatened solicitation
of proxies or consents by or on behalf of any Person other than the Board (“Proxy Contest”), including by reason of
any agreement intended to avoid or settle any Election Contest or Proxy Contest, shall be deemed an Incumbent Director; or



(ii)         any
Person becomes a Beneficial Owner, directly or indirectly, of either (A) 50% or more of the then-outstanding shares of common stock
of the Company (“Company Common Stock”) or (B) securities of the Company representing 50% or more of the combined voting
power of the Company’s then outstanding securities eligible to vote for the election of directors (the “Company Voting
Securities”); provided, however, that for purposes of this subsection (ii), the following acquisitions of Company Common
Stock or Company Voting Securities shall not constitute a Change in Control: (v) an acquisition directly from the Company, (w)
an acquisition by the Company or a Subsidiary, (x) an acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any Subsidiary, (y) the acquisition by GTC Biotherapeutics, Inc., LFB Biotechnologies S.A.S., LFB/GTC
LLC (collectively “the Licensors”) of shares pursuant to the Option agreement between the Licensors and the Company,
dated as of April 29, 2011, or (z) an acquisition pursuant to a Non-Qualifying Transaction (as defined in subsection (iii) below);
or



- 5 -







(iii)        the
consummation of a reorganization, merger, consolidation, statutory share exchange or similar form of corporate transaction involving
the Company or a Subsidiary (a “Reorganization”), or the sale or other disposition of all or substantially all of the
Company’s assets (a “Sale”) or the acquisition of assets or stock of another corporation or other entity (an
“Acquisition”), unless immediately following such Reorganization, Sale or Acquisition: (A) all or substantially all
of the individuals and entities who were the Beneficial Owners, respectively, of the outstanding Company Common Stock and outstanding
Company Voting Securities immediately prior to such Reorganization, Sale or Acquisition beneficially own, directly or indirectly,
more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding
voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such
Reorganization, Sale or Acquisition (including, without limitation, an entity which as a result of such transaction owns the Company
or all or substantially all of the Company’s assets or stock either directly or through one or more subsidiaries, the “Surviving
Entity”) in substantially the same proportions as their ownership, immediately prior to such Reorganization, Sale or Acquisition,
of the outstanding Company Common Stock and the outstanding Company Voting Securities, as the case may be, and (B) no Person (other
than (x) the Company or any Subsidiary, (y) the Surviving Entity or its ultimate parent entity, or (z) any employee benefit plan
(or related trust) sponsored or maintained by any of the foregoing) is the Beneficial Owner, directly or indirectly, of 50% or
more of the total common stock or 50% or more of the total voting power of the outstanding voting securities eligible to elect
directors of the Surviving Entity, and (C) at least a majority of the members of the board of directors of the Surviving Entity
were Incumbent Directors at the time of the Board’s approval of the execution of the initial agreement providing for such
Reorganization, Sale or Acquisition (any Reorganization, Sale or Acquisition which satisfies all of the criteria specified in (A),
(B) and (C) above shall be deemed to be a “Non-Qualifying Transaction”).



(h)“Code”
means the Internal Revenue Code of 1986, as amended from time to time. For purposes of this Plan, references to sections of the
Code shall be deemed to include references to any applicable regulations thereunder and any successor or similar provision.



(i)“Committee”
means the committee of the Board described in Article 4.



(j)“Company”
means TG Therapeutics, Inc., a Delaware corporation, or any successor corporation.



- 6 -







(k)“Continuous
Service” means the absence of any interruption or termination of service as an employee, officer, director or consultant
of the Company or any Affiliate, as applicable; provided, however, that for purposes of an Incentive Stock Option “Continuous
Service” means the absence of any interruption or termination of service as an employee of the Company or any Parent or Subsidiary,
as applicable, pursuant to applicable tax regulations. Continuous Service shall not be considered interrupted in the following
cases: (i) a Participant transfers employment between the Company and an Affiliate or between Affiliates, or (ii) in the discretion
of the Committee as specified at or prior to such occurrence, in the case of a spin-off, sale or disposition of the Participant’s
employer from the Company or any Affiliate, (iii) a Participant transfers from being an employee of the Company or an Affiliate
to being a director of the Company or of an Affiliate, or vice versa, (iv) in the discretion of the Committee as specified at or
prior to such occurrence, a Participant transfers from being an employee of the Company or an Affiliate to being a consultant to
the Company or of an Affiliate, or vice versa, or (v) any leave of absence authorized in writing by the Company prior to its commencement;
provided, however, that for purposes of Incentive Stock Options, no such leave may exceed 90 days, unless reemployment upon expiration
of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company
is not so guaranteed, on the 91st day of such leave any Incentive Stock Option held by the Participant shall cease to be treated
as an Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory Stock Option. Whether military, government
or other service or other leave of absence shall constitute a termination of Continuous Service shall be determined in each case
by the Committee at its discretion, and any determination by the Committee shall be final and conclusive; provided, however, that
for purposes of any Award that is subject to Code Section 409A, the determination of a leave of absence must comply with the requirements
of a “bona fide leave of absence” as provided in Treas. Reg. Section 1.409A-1(h).



(l)“Covered
Employee” means a covered employee as defined in Code Section 162(m)(3).



(m)“Deferred
Stock Unit” means a right granted to a Participant under Article 9 to receive Shares (or the equivalent value in cash or
other property if the Committee so provides) at a future time as determined by the Committee, or as determined by the Participant
within guidelines established by the Committee in the case of voluntary deferral elections.



(n)“Disability”
of a Participant means that the Participant (i) is unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous
period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can
be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income
replacement benefits for a period of not less than three months under an accident or health plan covering employees of the Participant’s
employer. If the determination of Disability relates to an Incentive Stock Option, Disability means Permanent and Total Disability
as defined in Section 22(e)(3) of the Code. In the event of a dispute, the determination of whether a Participant has incurred
a Disability will be made by the Committee and may be supported by the advice of a physician competent in the area to which such
Disability relates.



- 7 -







(o)“Dividend
Equivalent” means a right granted to a Participant under Article 12.



(p)“Effective
Date” has the meaning assigned such term in Section 3.1.



(q)“Eligible
Participant” means an employee (including a leased employee), officer, director or consultant of the Company or any Affiliate.



(r)“Exchange”
means any national securities exchange on which the Stock may from time to time be listed or traded.



(s)“Fair
Market Value,” on any date, means (i) if the Stock is listed on a securities exchange, the closing sales price on such exchange
on such date or, in the absence of reported sales on such date, the closing sales price on the immediately preceding date on which
sales were reported, or (ii) if the Stock is not listed on a securities exchange, the mean between the bid and offered prices as
quoted by the applicable interdealer quotation system for such date, provided that if the Stock is not quoted on an interdealer
quotation system or it is determined that the fair market value is not properly reflected by such quotations, Fair Market Value
will be determined by such other method as the Committee determines in good faith to be reasonable and in compliance with Code
Section 409A.



(t)“Full-Value
Award” means an Award other than in the form of an Option or SAR, and which is settled by the issuance of Stock (or at the
discretion of the Committee, settled in cash valued by reference to Stock value).



(u)“Good
Reason” has the meaning, if any, assigned such term in the employment, consulting, severance or similar agreement, if any,
between a Participant and the Company or an Affiliate; provided, however, that if there is no such employment, consulting, severance
or similar agreement in which such term is defined, “Good Reason” shall have the meaning, if any, given such term in
the applicable Award Certificate. If not defined in either such document, the term “Good Reason” as used herein shall
not apply to a particular Award.



(v)“Grant
Date” of an Award means the first date on which all necessary corporate action has been taken to approve the grant of the
Award as provided in the Plan, or such later date as is determined and specified as part of that authorization process. Notice
of the grant shall be provided to the grantee within a reasonable time after the Grant Date.



- 8 -







(w)“Incentive
Stock Option” means an Option that is intended to be an incentive stock option and meets the requirements of Section 422
of the Code or any successor provision thereto.



(x)“Independent
Directors” means those members of the Board of Directors who qualify at any given time as (a) an “independent”
director under the applicable rules of each Exchange on which the Shares are listed, (b) a “non-employee” director
under Rule 16b-3 of the 1934 Act, and (c) an “outside” director under Section 162(m) of the Code.



(y)“Non-Employee
Director” means a director of the Company who is not a common law employee of the Company or an Affiliate.



(z)“Nonstatutory
Stock Option” means an Option that is not an Incentive Stock Option.



(aa)“Option”
means a right granted to a Participant under Article 7 of the Plan to purchase Stock at a specified price during specified time
periods. An Option may be either an Incentive Stock Option or a Nonstatutory Stock Option.



(bb)“Other
Stock-Based Award” means a right, granted to a Participant under Article 13, that relates to or is valued by reference to
Stock or other Awards relating to Stock.



(cc)“Parent”
means a corporation, limited liability company, partnership or other entity which owns or beneficially owns a majority of the outstanding
voting stock or voting power of the Company. Notwithstanding the above, with respect to an Incentive Stock Option, Parent shall
have the meaning set forth in Section 424(e) of the Code.



(dd)“Participant”
means an Eligible Participant who has been granted an Award under the Plan; provided that in the case of the death of a Participant,
the term “Participant” refers to a beneficiary designated pursuant to Section 14.4 or the legal guardian or other legal
representative acting in a fiduciary capacity on behalf of the Participant under applicable state law and court supervision.



(ee)“Performance
Award” means any award granted under the Plan pursuant to Article 10.



(ff)“Person”
means any individual, entity or group, within the meaning of Section 3(a)(9) of the 1934 Act and as used in Section 13(d)(3) or
14(d)(2) of the 1934 Act.



(gg)“Plan”
means the TG Therapeutics, Inc. Amended and Restated 2012 Incentive Plan, as amended from time to time.



(hh)“Public
Offering” means a public offering of any class or series of the Company’s equity securities pursuant to a registration
statement filed by the Company under the 1933 Act.



- 9 -







(ii)“Qualified
Performance-Based Award” means an Award that is either (i) intended to qualify for the Section 162(m) Exemption and is made
subject to performance goals based on Qualified Business Criteria as set forth in Section 11.2, or (ii) an Option or SAR having
an exercise price equal to or greater than the Fair Market Value of the underlying Stock as of the Grant Date.



(jj)“Qualified
Business Criteria” means one or more of the Business Criteria listed in Section 11.2 upon which performance goals for certain
Qualified Performance-Based Awards may be established by the Committee.



(kk)“Restricted
Stock” means Stock granted to a Participant under Article 9 that is subject to certain restrictions and to risk of forfeiture.



(ll)“Restricted
Stock Unit” means the right granted to a Participant under Article 9 to receive shares of Stock (or the equivalent value
in cash or other property if the Committee so provides) in the future, which right is subject to certain restrictions and to risk
of forfeiture.



(mm)“Section
162(m) Exemption” means the exemption from the limitation on deductibility imposed by Section 162(m) of the Code that is
set forth in Section 162(m)(4)(C) of the Code or any successor provision thereto.



(nn)“Shares”
means shares of the Company’s Stock. If there has been an adjustment or substitution pursuant to Article 15, the term “Shares”
shall also include any shares of stock or other securities that are substituted for Shares or into which Shares are adjusted pursuant
to Article 15.



(oo)“Stock”
means the $0.001 par value common stock of the Company and such other securities of the Company as may be substituted for Stock
pursuant to Article 15.



(pp)“Stock
Appreciation Right” or “SAR” means a right granted to a Participant under Article 8 to receive a payment equal
to the difference between the Fair Market Value of a Share as of the date of exercise of the SAR over the base price of the SAR,
all as determined pursuant to Article 8.



(qq)“Subsidiary”
means any corporation, limited liability company, partnership or other entity, domestic or foreign, of which a majority of the
outstanding voting stock or voting power is beneficially owned directly or indirectly by the Company. Notwithstanding the above,
with respect to an Incentive Stock Option, Subsidiary shall have the meaning set forth in Section 424(f) of the Code.



(rr)“1933
Act” means the Securities Act of 1933, as amended from time to time.



- 10 -







(ss)“1934
Act” means the Securities Exchange Act of 1934, as amended from time to time.



ARTICLE 3

EFFECTIVE TERM OF PLAN



3.1.          EFFECTIVE
DATE. Subject to the approval of the Plan by the Company’s stockholders within 12 months after the Plan’s adoption
by the Board, the Plan will become effective on the date that it is adopted by the Board (the “Effective Date”).



3.2.          TERMINATION
OF PLAN. Unless earlier terminated as provided herein, the Plan shall continue in effect until the date of the 2022 stockholders’
meeting or, if the stockholders approve an amendment to the Plan that increases the number of Shares subject to the Plan, the tenth
anniversary of the date of such approval. The termination of the Plan on such date shall not affect the validity of any Award outstanding
on the date of termination, which shall continue to be governed by the applicable terms and conditions of the Plan. Notwithstanding
the foregoing, no Incentive Stock Options may be granted more than ten (10) years after the Effective Date.



ARTICLE 4

ADMINISTRATION



4.1.          COMMITTEE.
The Plan shall be administered by a Committee appointed by the Board (which Committee shall consist of at least two directors)
or, at the discretion of the Board from time to time, the Plan may be administered by the Board. It is intended that at least two
of the directors appointed to serve on the Committee shall be Independent Directors and that any such members of the Committee
who do not so qualify shall abstain from participating in any decision to make or administer Awards that are made to Eligible Participants
who at the time of consideration for such Award (i) are persons subject to the short-swing profit rules of Section 16 of the 1934
Act, or (ii) are reasonably anticipated to become Covered Employees during the term of the Award. However, the mere fact that a
Committee member shall fail to qualify as an Independent Director or shall fail to abstain from such action shall not invalidate
any Award made by the Committee which Award is otherwise validly made under the Plan. The members of the Committee shall be appointed
by, and may be changed at any time and from time to time in the discretion of, the Board. Unless and until changed by the Board,
the Compensation Committee of the Board is designated as the Committee to administer the Plan. The Board may reserve to itself
any or all of the authority and responsibility of the Committee under the Plan or may act as administrator of the Plan for any
and all purposes. To the extent the Board has reserved any authority and responsibility or during any time that the Board is acting
as administrator of the Plan, it shall have all the powers and protections of the Committee hereunder, and any reference herein
to the Committee (other than in this Section 4.1) shall include the Board. To the extent any action of the Board under the Plan
conflicts with actions taken by the Committee, the actions of the Board shall control. Notwithstanding any of the foregoing, grants
of Awards to Non-Employee Directors under the Plan shall be made only in accordance with the terms, conditions and parameters of
a plan, program or policy for the compensation of Non-Employee Directors that is approved and administered by a committee of the
Board consisting solely of Independent Directors.



- 11 -







4.2.          ACTION
AND INTERPRETATIONS BY THE COMMITTEE. For purposes of administering the Plan, the Committee may from time to time adopt rules,
regulations, guidelines and procedures for carrying out the provisions and purposes of the Plan and make such other determinations,
not inconsistent with the Plan, as the Committee may deem appropriate. The Committee may correct any defect, supply any omission
or reconcile any inconsistency in the Plan or in any Award in the manner and to the extent it deems necessary to carry out the
intent of the Plan. The Committee’s interpretation of the Plan, any Awards granted under the Plan, any Award Certificate
and all decisions and determinations by the Committee with respect to the Plan are final, binding, and conclusive on all parties.
Each member of the Committee 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 Affiliate, the Company’s or an Affiliate’s independent
certified public accountants, Company counsel or any executive compensation consultant or other professional retained by the Company
or the Committee to assist in the administration of the Plan. No member of the Committee will be liable for any good faith determination,
act or omission in connection with the Plan or any Award.



4.3.          AUTHORITY
OF COMMITTEE. Except as provided in Section 4.1 hereof, the Committee has the exclusive power, authority and discretion to:



(a)          grant
Awards;



(b)          designate
Participants;



(c)          determine
the type or types of Awards to be granted to each Participant;



(d)          determine
the number of Awards to be granted and the number of Shares or dollar amount to which an Award will relate;



(e)          determine
the terms and conditions of any Award granted under the Plan;



(f)          prescribe
the form of each Award Certificate, which need not be identical for each Participant;



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



(h)          establish,
adopt or revise any rules, regulations, guidelines or procedures as it may deem necessary or advisable to administer the Plan;





(i)          make
all other decisions and determinations that may be required under the Plan or as the Committee deems necessary or advisable to
administer the Plan;



(j)          amend
the Plan or any Award Certificate as provided herein; and





- 12 -









(k)          adopt
such modifications, procedures, and subplans as may be necessary or desirable to comply with provisions of the laws of the United
States or any non-U.S. jurisdictions in which the Company or any Affiliate may operate, in order to assure the viability of the
benefits of Awards granted to participants located in the United States or such other jurisdictions and to further the objectives
of the Plan.



4.4.          DELEGATION



(a)          Administrative
Duties. The Committee may delegate to one or more of its members or to one or more officers of the Company or an Affiliate
or to one or more agents or advisors such administrative duties or powers as it may deem advisable, and the Committee or any individuals
to whom it has delegated duties or powers as aforesaid may employ one or more individuals to render advice with respect to any
responsibility the Committee or such individuals may have under this Plan.



(b)          Special
Committee. The Board may, by resolution, expressly delegate to a special committee, consisting of one or more directors who
may but need not be officers of the Company, the authority, within specified parameters as to the number and terms of Awards, to
(i) designate officers and/or employees of the Company or any of its Affiliates to be recipients of Awards under the Plan, and
(ii) to determine the number of such Awards to be received by any such Participants. The acts of such delegates shall be treated
hereunder as acts of the Board and such delegates shall report regularly to the Board and the Compensation Committee regarding
the delegated duties and responsibilities and any Awards so granted.



4.5.          INDEMNIFICATION.
Each person who is or shall have been a member of the Committee, or of the Board, or an officer of the Company to whom authority
was delegated in accordance with this Article 4 shall be indemnified and held harmless by the Company against and from any loss,
cost, liability, or expense that may be imposed upon or reasonably incurred by him or her 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 taken or failure to act under the Plan and against and from any and all amounts paid by him or her in settlement thereof,
with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such action, suit, or proceeding
against him or her, provided he or she shall give 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, unless such loss, cost, liability, or expense is
a result of his or her own willful misconduct or except as expressly provided by statute. The foregoing right of indemnification
shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s charter
or bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.



- 13 -







ARTICLE 5

SHARES SUBJECT TO THE PLAN



5.1.          NUMBER
OF SHARES. Subject to adjustment as provided in Sections 5.2 and Section 15.1, the aggregate number of Shares reserved and
available for issuance pursuant to Awards granted under the Plan shall be 6,000,000. The maximum number of Shares that may be issued
upon exercise of Incentive Stock Options granted under the Plan shall be 1,333,333.



5.2.          SHARE
COUNTING. Shares covered by an Award shall be subtracted from the Plan share reserve as of the Grant Date as provided in subsection
(a) below, but shall be added back to the Plan share reserve or otherwise treated in accordance with subsections (b) through (i)
of this Section 5.2.



(a)          To
the extent that an Award is canceled, terminates, expires, is forfeited or lapses for any reason, any unissued or forfeited Shares
subject to the Award will be added back to the Plan share reserve and again be available for issuance pursuant to Awards granted
under the Plan.



(b)          Shares
subject to Awards settled in cash will be added back to the Plan share reserve and again be available for issuance pursuant to
Awards granted under the Plan.



(c)          Shares
withheld or repurchased from an Award or delivered by a Participant to satisfy minimum tax withholding requirements will be added
back to the Plan share reserve and again be available for issuance pursuant to Awards granted under the Plan.



(d)          If
the exercise price of an Option is satisfied in whole or in part by delivering Shares to the Company (by either actual delivery
or attestation), the number of Shares so tendered (by delivery or attestation) shall be added to the Plan share reserve and will
be available for issuance pursuant to Awards granted under the Plan.



(e)          To
the extent that the full number of Shares subject to an Option or SAR is not issued upon exercise of the Option or SAR for any
reason, including by reason of net-settlement of the Award, the unissued Shares originally subject to the Award will be added back
to the Plan share reserve and again be available for issuance pursuant to other Awards granted under the Plan.



(f)          To
the extent that the full number of Shares subject to a Full Value Award is not issued for any reason, including by reason of failure
to achieve maximum performance goals, the unissued Shares originally subject to the Award will be added back to the Plan share
reserve and again be available for issuance pursuant to Awards granted under the Plan.





(g)          Substitute
Awards granted pursuant to Section 14.9 of the Plan shall not count against the Shares otherwise available for issuance under the
Plan under Section 5.1.



- 14 -







(h)          Shares
available under a stockholder-approved plan of a company acquired by the Company (as appropriately adjusted to Shares to reflect
the transaction) may be issued under the Plan pursuant to Awards granted to individuals who were not employees of the Company or
its Affiliates immediately before such transaction and will not count against the maximum share limitation specified in Section
5.1.



5.3.          STOCK
DISTRIBUTED. Any Stock distributed pursuant to an Award may consist, in whole or in part, of authorized and unissued Stock,
treasury Stock or Stock purchased on the open market.



5.4.          LIMITATION
ON AWARDS. Notwithstanding any provision in the Plan to the contrary (but subject to adjustment as provided in Article 15):



(a)          Options.
The maximum number of Shares subject to time-vesting Options granted under the Plan in any 12-month period to any one Participant
shall be 2,000,000.



(b)          SARs.
The maximum number of Shares subject to time-vesting Stock Appreciation Rights granted under the Plan in any 12-month period to
any one Participant shall be 2,000,000.



(c)Performance
Awards. With respect to any one 12-month period (i) the maximum amount that may be paid to any one Participant for Performance
Awards payable in cash or property other than Shares shall be $15,000,000, and (ii) the maximum
number of Shares that may be paid to any one Participant for Performance Awards payable in Stock shall be 2,000,000 Shares. For
purposes of applying these limits in the case of multi-year performance periods, the amount of cash or property or number of Shares
deemed paid with respect to any one 12-month period is the total amount payable or Shares earned for the performance period divided
by the number of 12-month periods in the performance period.



ARTICLE 6

ELIGIBILITY



6.1.          GENERAL.
Awards may be granted only to Eligible Participants. Incentive Stock Options may be granted only to Eligible Participants who are
employees of the Company or a Parent or Subsidiary as defined in Section 424(e) and (f) of the Code. Eligible Participants who
are service providers to an Affiliate may be granted Options or SARs under this Plan only if the Affiliate qualifies as an “eligible
issuer of service recipient stock” within the meaning of §1.409A-1(b)(5)(iii)(E) of the final regulations under Code
Section 409A.



- 15 -







ARTICLE 7

STOCK OPTIONS



7.1.          GENERAL.
The Committee is authorized to grant Options to Participants on the following terms and conditions:



(a)          Exercise
Price. The exercise price per Share under an Option shall be determined by the Committee, provided that the exercise price
for any Option (other than an Option issued as a substitute Award pursuant to Section 14.9) shall not be less than the Fair Market
Value as of the Grant Date.



(b)          Prohibition
on Repricing. Except as otherwise provided in Section 15.1, the exercise price of an Option may not be reduced, directly or
indirectly by cancellation and regrant or otherwise, without the prior approval of the stockholders of the Company. In addition,
the Company may not, without the prior approval of stockholders of the Company, repurchase an Option for value from a Participant
if the current Fair Market Value of the Shares underlying the Option is lower than the exercise price per share of the Option.



(c)          Time
and Conditions of Exercise. The Committee shall determine the time or times at which an Option may be exercised in whole or
in part, subject to Section 7.1(e), and may include in the Award Certificate a provision that
an Option that is otherwise exercisable and has an exercise price that is less than the Fair Market Value of the Stock on the last
day of its term will be automatically exercised on such final date of the term by means of a “net exercise,” thus entitling
the optionee to Shares equal to the intrinsic value of the Option on such exercise date, less the number of Shares required for
tax withholding. The Committee shall also determine the performance or other conditions, if any, that must be satisfied before
all or part of an Option may be exercised or vested.



(d)          Payment.
The Committee shall determine the methods by which the exercise price of an Option may be paid, the form of payment, and the methods
by which Shares shall be delivered or deemed to be delivered to Participants. As determined by the Committee at or after the Grant
Date, payment of the exercise price of an Option may be made, in whole or in part, in the form of (i) cash or cash equivalents,
(ii) delivery (by either actual delivery or attestation) of previously-acquired Shares based on the Fair Market Value of the Shares
on the date the Option is exercised, (iii) withholding of Shares from the Option based on the Fair Market Value of the Shares on
the date the Option is exercised, (iv) broker-assisted market sales, or (iv) any other “cashless exercise” arrangement.



(e)          Exercise
Term. Except for Nonstatutory Options granted to Participants outside the United States, no Option granted under the Plan shall
be exercisable for more than ten years from the Grant Date.



(f)          No
Deferral Feature. No Option shall provide for any feature for the deferral of compensation other than the deferral of recognition
of income until the exercise or disposition of the Option.



(g)          No
Dividend Equivalents. No Option shall provide for Dividend Equivalents.



- 16 -







7.2.          INCENTIVE
STOCK OPTIONS. The terms of any Incentive Stock Options granted under the Plan must comply with the requirements of Section
422 of the Code. Without limiting the foregoing, any Incentive Stock Option granted to a Participant who at the Grant Date owns
more than 10% of the voting power of all classes of shares of the Company must have an exercise price per Share of not less than
110% of the Fair Market Value per Share on the Grant Date and an Option term of not more than five years. If all of the requirements
of Section 422 of the Code (including the above) are not met, the Option shall automatically become a Nonstatutory Stock Option.



ARTICLE 8

STOCK APPRECIATION RIGHTS



8.1.          GRANT
OF STOCK APPRECIATION RIGHTS. The Committee is authorized to grant Stock Appreciation Rights to Participants on the following
terms and conditions:



(a)          Right
to Payment. Upon the exercise of a SAR, the Participant has the right to receive, for each Share with respect to which the
SAR is being exercised, the excess, if any, of:



(1)         The
Fair Market Value of one Share on the date of exercise; over



(2)         The
base price of the SAR as determined by the Committee and set forth in the Award Certificate, which shall not be less than the Fair
Market Value of one Share on the Grant Date.



(b)          Prohibition
on Repricing. Except as otherwise provided in Section 15.1, the base price of a SAR may not be reduced, directly or indirectly
by cancellation and regrant or otherwise, without the prior approval of the stockholders of the Company. In addition, the Company
may not, without the prior approval of stockholders of the Company, repurchase a SAR for value from a Participant if the current
Fair Market Value of the Shares underlying the SAR is lower than the base price per share of the SAR.



(c)          Time
and Conditions of Exercise. The Committee shall determine the time or times at which a SAR may be exercised in whole or in
part, and may include in the Award Certificatea provision that a SAR that is otherwise exercisable
and has a base price that is less than the Fair Market Value of the Stock on the last day of its term will be automatically exercised
on such final date of the term, thus entitling the holder to cash or Shares equal to the intrinsic value of the SAR on such exercise
date, less the cash or number of Shares required for tax withholding. Except for SARs granted to Participants outside the United
States, no SAR shall be exercisable for more than ten years from the Grant Date.



(d)          No
Deferral Feature. No SAR shall provide for any feature for the deferral of compensation other than the deferral of recognition
of income until the exercise or disposition of the SAR.



- 17 -







(e)          No
Dividend Equivalents. No SAR shall provide for Dividend Equivalents.



(f)          Other
Terms. All SARs shall be evidenced by an Award Certificate. Subject to the limitations of this Article 8, the terms, methods
of exercise, methods of settlement, form of consideration payable in settlement (e.g., cash, Shares or other property), and any
other terms and conditions of the SAR shall be determined by the Committee at the time of the grant and shall be reflected in the
Award Certificate.



ARTICLE 9

RESTRICTED STOCK AND STOCK UNITS



9.1.          GRANT
OF RESTRICTED STOCK AND STOCK UNITS. The Committee is authorized to make Awards of Restricted Stock, Restricted Stock Units
or Deferred Stock Units to Participants in such amounts and subject to such terms and conditions as may be selected by the Committee.
An Award of Restricted Stock, Restricted Stock Units or Deferred Stock Units shall be evidenced by an Award Certificate setting
forth the terms, conditions, and restrictions applicable to the Award.



9.2.          ISSUANCE
AND RESTRICTIONS. Restricted Stock, Restricted Stock Units or Deferred Stock Units shall be subject to such restrictions on
transferability and other restrictions as the Committee may impose (including, for example, limitations on the right to vote Restricted
Stock or the right to receive dividends on the Restricted Stock). These restrictions may lapse separately or in combination at
such times, under such circumstances, in such installments, upon the satisfaction of performance goals or otherwise, as the Committee
determines at the time of the grant of the Award or thereafter. Except as otherwise provided in an Award Certificate or any special
Plan document governing an Award, a Participant shall have none of the rights of a stockholder with respect to Restricted Stock
Units or Deferred Stock Units until such time as Shares of Stock are paid in settlement of such Awards.



9.3           DIVIDENDS
ON RESTRICTED STOCK. In the case of Restricted Stock, the Committee may provide that ordinary cash dividends declared on the
Shares before they are vested (i) will be forfeited, (ii) will be deemed to have been reinvested in additional Shares or otherwise
reinvested (subject to Share availability under Section 5.1 hereof), or (iii) in the case of Restricted Stock that is not subject
to performance-based vesting, will be paid or distributed to the Participant as accrued (in which case, such dividends must be
paid or distributed no later than the 15th day of the 3rd month following the later of (A) the calendar year in which the corresponding
dividends were paid to stockholders, or (B) the first calendar year in which the Participant’s right to such dividends is
no longer subject to a substantial risk of forfeiture). Unless otherwise provided by the Committee, dividends accrued on Shares
of Restricted Stock before they are vested shall, as provided in the Award Certificate, either (i) be reinvested in the form of
additional Shares, which shall be subject to the same vesting provisions as provided for the host Award, or (ii) be credited by
the Company to an account for the Participant and accumulated without interest until the date upon which the host Award becomes
vested, and any dividends accrued with respect to forfeited Restricted Stock will be reconveyed to the Company without further
consideration or any act or action by the Participant.





- 18 -









9.4.          FORFEITURE.
Subject to the terms of the Award Certificate and except as otherwise determined by the Committee at the time of the grant of the
Award or thereafter, upon termination of Continuous Service during the applicable restriction period or upon failure to satisfy
a performance goal during the applicable restriction period, Restricted Stock or Restricted Stock Units that are at that time subject
to restrictions shall be forfeited.



9.5.          DELIVERY
OF RESTRICTED STOCK. Shares of Restricted Stock shall be delivered to the Participant at the Grant Date either by book-entry
registration or by delivering to the Participant, or a custodian or escrow agent (including, without limitation, the Company or
one or more of its employees) designated by the Committee, a stock certificate or certificates registered in the name of the Participant.
If physical certificates representing shares of Restricted Stock are registered in the name of the Participant, such certificates
must bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock.



ARTICLE 10

PERFORMANCE AWARDS



10.1.          GRANT
OF PERFORMANCE AWARDS. The Committee is authorized to grant any Award under this Plan, including cash-based Awards, with performance-based
vesting criteria, on such terms and conditions as may be selected by the Committee. Any such Awards with performance-based vesting
criteria are referred to herein as Performance Awards. The Committee shall have the complete discretion to determine the number
of Performance Awards granted to each Participant, subject to Section 5.4, and to designate the provisions of such Performance
Awards as provided in Section 4.3. All Performance Awards shall be evidenced by an Award Certificate or a written program established
by the Committee, pursuant to which Performance Awards are awarded under the Plan under uniform terms, conditions and restrictions
set forth in such written program.



10.2.          PERFORMANCE
GOALS. The Committee may establish performance goals for Performance Awards which may be based on any criteria selected by
the Committee. Such performance goals may be described in terms of Company-wide objectives or in terms of objectives that relate
to the performance of the Participant, an Affiliate or a division, region, department or function within the Company or an Affiliate.
If the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company
or the manner in which the Company or an Affiliate conducts its business, or other events or circumstances render performance goals
to be unsuitable, the Committee may modify such performance goals in whole or in part, as the Committee deems appropriate. If a
Participant is promoted, demoted or transferred to a different business unit or function during a performance period, the Committee
may determine that the performance goals or performance period are no longer appropriate and may (i) adjust, change or eliminate
the performance goals or the applicable performance period as it deems appropriate to make such goals and period comparable to
the initial goals and period, or (ii) make a cash payment to the participant in an amount determined by the Committee. The foregoing
two sentences shall not apply with respect to a Performance Award that is intended to be a Qualified Performance-Based Award if
the recipient of such award (a) was a Covered Employee on the date of the modification, adjustment, change or elimination of the
performance goals or performance period, or (b) in the reasonable judgment of the Committee, may be a Covered Employee on the date
the Performance Award is expected to be paid.





- 19 -









ARTICLE 11

QUALIFIED PERFORMANCE-BASED AWARDS



11.1.          OPTIONS
AND STOCK APPRECIATION RIGHTS. The provisions of the Plan are intended to ensure that all Options and Stock Appreciation Rights
granted hereunder to any Covered Employee shall qualify for the Section 162(m) Exemption.



11.2.          OTHER
AWARDS. When granting any other Award, the Committee may designate such Award as a Qualified Performance-Based Award, based
upon a determination that the recipient is or may be a Covered Employee with respect to such Award, and the Committee wishes such
Award to qualify for the Section 162(m) Exemption. If an Award is so designated, the Committee shall establish performance goals
for such Award within the time period prescribed by Section 162(m) of the Code based on one or more of the following Qualified
Business Criteria, which may be expressed in terms of Company-wide objectives or in terms of objectives that relate to the performance
of an Affiliate or a division, region, department or function within the Company or an Affiliate:



| | · | Revenue
| | - | -------

| | · | Sales
| | - | -----

| | · | Profit (net profit, gross profit, operating profit, economic profit, profit margins or other corporate profit measures)
| | - | -----------------------------------------------------------------------------------------------------------------------

| | · | Earnings (EBIT, EBITDA, earnings per share, or other corporate earnings measures)
| | - | ---------------------------------------------------------------------------------

| | · | Net income (before or after taxes, operating income or other income measures)
| | - | -----------------------------------------------------------------------------

| | · | Cash (cash flow, cash generation, working capital, or other cash measures)
| | - | --------------------------------------------------------------------------

| | · | Stock price or performance
| | - | --------------------------

| | · | Total stockholder return (stock price appreciation plus reinvested dividends)
| | - | -----------------------------------------------------------------------------

| | · | Return on equity
| | - | ----------------

| | · | Return on assets
| | - | ----------------

| | · | Return on investment
| | - | --------------------

| | · | Market share
| | - | ------------

| | · | Improvements in capital structure
| | - | ---------------------------------

| | · | Expenses (expense management, expense ratio, expense efficiency ratios or other expense measures)
| | - | -------------------------------------------------------------------------------------------------

| | · | Business expansion or consolidation (acquisitions, divestitures, in-licensing, or product acquisitions)
| | - | -------------------------------------------------------------------------------------------------------

| | · | Market capitalization
| | - | ---------------------

| | · | Clinical and regulatory milestones
| | - | ----------------------------------

| | · | Corporate financing activities
| | - | ------------------------------





- 20 -









| | · | Supply, production, and manufacturing milestones
| | - | ------------------------------------------------

| | · | Corporate partnerships or strategic alliances
| | - | ---------------------------------------------



Performance goals with respect to the foregoing
Qualified Business Criteria may be specified in absolute terms, in percentages, or in terms of growth from period to period or
growth rates over time, as well as measured relative to the performance of a group of comparator companies, or a published or special
index, or a stock market index, that the Committee deems appropriate. Any member of a comparator group or an index that ceases
to exist during a measurement period shall be disregarded for the entire measurement period. Performance Goals need not be based
upon an increase or positive result under a business criterion and could include, for example, the maintenance of the status quo
or the limitation of economic losses (measured, in each case, by reference to a specific business criterion).



11.3.   PERFORMANCE
GOALS. Each Qualified Performance-Based Award (other than a market-priced Option or SAR) shall be earned, vested and payable
(as applicable) only upon the achievement of performance goals established by the Committee based upon one or more of the Qualified
Business Criteria, together with the satisfaction of any other conditions, such as continued employment, as the Committee may determine
to be appropriate; provided, however, that the Committee may provide, either in connection with the grant thereof or by amendment
thereafter, that achievement of such performance goals will be waived, in whole or in part, upon (i) the termination of employment
of a Participant by reason of death or Disability, or (ii) the occurrence of a Change in Control. Performance periods established
by the Committee for any such Qualified Performance-Based Award may be as short as three months and may be any longer period. In
addition, the Committee has the right, in connection with the grant of a Qualified Performance-Based Award, to exercise negative
discretion to determine that the portion of such Award actually earned, vested and/or payable (as applicable) shall be less than
the portion that would be earned, vested and/or payable based solely upon application of the applicable performance goals.



11.4.   INCLUSIONS
AND EXCLUSIONS FROM PERFORMANCE CRITERIA. The Committee may provide in any Qualified Performance-Based Award, at the time the
performance goals are established, that any evaluation of performance shall exclude or otherwise objectively adjust for any specified
circumstance or event that occurs during a performance period, including by way of example but without limitation the following:
(a) asset write-downs or impairment charges; (b) litigation or claim judgments or settlements; (c) the effect of changes in tax
laws, accounting principles or other laws or provisions affecting reported results; (d) accruals for reorganization and restructuring
programs; (e) extraordinary nonrecurring items as described in then-current accounting principles; (f) extraordinary nonrecurring
items as described in management’s discussion and analysis of financial condition and results of operations appearing in
the Company’s annual report to stockholders for the applicable year; (g) acquisitions or divestitures; and (h) foreign exchange
gains and losses. To the extent such inclusions or exclusions affect Awards to Covered Employees, they shall be prescribed in a
form that meets the requirements of Code Section 162(m) for deductibility.



- 21 -







11.5.   CERTIFICATION
OF PERFORMANCE GOALS. Any payment of a Qualified Performance-Based Award granted with performance goals pursuant to Section
11.3 above shall be conditioned on the written certification of the Committee in each case that the performance goals and any other
material conditions were satisfied. Except as specifically provided in Section 11.3, no Qualified Performance-Based Award held
by a Covered Employee or by an employee who in the reasonable judgment of the Committee may be a Covered Employee on the date of
payment, may be amended, nor may the Committee exercise any discretionary authority it may otherwise have under the Plan with respect
to a Qualified Performance-Based Award under the Plan, in any manner to waive the achievement of the applicable performance goal
based on Qualified Business Criteria or to increase the amount payable pursuant thereto or the value thereof, or otherwise in a
manner that would cause the Qualified Performance-Based Award to cease to qualify for the Section 162(m) Exemption.



11.6.   AWARD LIMITS.
Section 5.4 sets forth, with respect to any one 12-month period, (i) the maximum number of time-vesting Options or SARs that may
be granted to any one Participant, (i) the maximum amount that may be paid to any one Participant for Performance Awards payable
in cash or property other than Shares, and (iii) the maximum number of Shares that may be paid to any one Participant for Performance
Awards payable in Stock.



ARTICLE 12

DIVIDEND EQUIVALENTS



12.1.   GRANT OF
DIVIDEND EQUIVALENTS. The Committee is authorized to grant Dividend Equivalents with respect to Full-Value Awards granted hereunder,
subject to such terms and conditions as may be selected by the Committee. Dividend Equivalents shall entitle the Participant to
receive payments equal to ordinary cash dividends or distributions with respect to all or a portion of the number of Shares subject
to a Full-Value Award, as determined by the Committee. The Committee may provide that Dividend Equivalents (i) will be deemed to
have been reinvested in additional Shares or otherwise reinvested, or (ii) except in the case of Performance Awards, will be paid
or distributed to the Participant as accrued (in which case, such Dividend Equivalents must be paid or distributed no later than
the 15th day of the 3rd month following the later of (A) the calendar year in which the corresponding dividends were paid to stockholders,
or (B) the first calendar year in which the Participant’s right to such Dividends Equivalents is no longer subject to a substantial
risk of forfeiture). Unless otherwise provided by the Committee, Dividend Equivalents accruing on unvested Full-Value Awards shall,
as provided in the Award Certificate, either (i) be reinvested in the form of additional Shares, which shall be subject to the
same vesting provisions as provided for the host Award, or (ii) be credited by the Company to an account for the Participant and
accumulated without interest until the date upon which the host Award becomes vested, and any Dividend Equivalents accrued with
respect to forfeited Awards will be reconveyed to the Company without further consideration or any act or action by the Participant.



ARTICLE 13

STOCK OR OTHER STOCK-BASED AWARDS



13.1.   GRANT OF STOCK OR OTHER
STOCK-BASED AWARDS. The Committee is authorized, subject to limitations under applicable law, to grant to Participants such
other Awards that are payable in, valued in whole or in part by reference to, or otherwise based on or related to Shares, as deemed
by the Committee to be consistent with the purposes of the Plan, including without limitation Shares awarded purely as a “bonus”
and not subject to any restrictions or conditions, convertible or exchangeable debt securities, other rights convertible or exchangeable
into Shares, and Awards valued by reference to book value of Shares or the value of securities of or the performance of specified
Parents or Subsidiaries. The Committee shall determine the terms and conditions of such Awards.



- 22 -







ARTICLE 14

PROVISIONS APPLICABLE TO AWARDS



14.1.   AWARD CERTIFICATES.
Each Award shall be evidenced by an Award Certificate. Each Award Certificate shall include such provisions, not inconsistent with
the Plan, as may be specified by the Committee.



14.2.   FORM OF PAYMENT FOR AWARDS.
At the discretion of the Committee, payment of Awards may be made in cash, Stock, a combination of cash and Stock, or any other
form of property as the Committee shall determine. In addition, payment of Awards may include such terms, conditions, restrictions
and/or limitations, if any, as the Committee deems appropriate, including, in the case of Awards paid in the form of Stock, restrictions
on transfer and forfeiture provisions. Further, payment of Awards may be made in the form of a lump sum, or in installments, as
determined by the Committee.



14.3.   LIMITS ON TRANSFER.
No right or interest of a Participant in any unexercised or restricted Award may be pledged, encumbered, or hypothecated to or
in favor of any party other than the Company or an Affiliate, or shall be subject to any lien, obligation, or liability of such
Participant to any other party other than the Company or an Affiliate. No unexercised or restricted Award shall be assignable or
transferable by a Participant other than by will or the laws of descent and distribution; provided, however, that that Nonstatutory
Stock Options may be transferred without consideration to members of a Participant’s immediate family (“Immediate Family
Members”), to trusts in which such Immediate Family Members have more than fifty percent (50%) of the beneficial interest,
to foundations in which such Immediate Family Members (or the Participant) control the management of assets, and to any other entity
(including limited partnerships and limited liability companies) in which the Immediate Family Members (or the Participant) own
more than fifty percent (50%) of the voting interest; and, provided, further, that the Committee may (but need not) permit other
transfers (other than transfers for value) where the Committee concludes that such transferability (i) does not result in accelerated
taxation, (ii) does not cause any Option intended to be an Incentive Stock Option to fail to be described in Code Section 422(b),
and (iii) is otherwise appropriate and desirable, taking into account any factors deemed relevant, including without limitation,
state or federal tax or securities laws applicable to transferable Awards.



14.4.   BENEFICIARIES. Notwithstanding
Section 14.3, a Participant may, in the manner determined by the Committee, designate a beneficiary to exercise the rights of the
Participant and to receive any distribution with respect to any Award upon the Participant’s death. A beneficiary, legal
guardian, legal representative, or other person claiming any rights under the Plan is subject to all terms and conditions of the
Plan and any Award Certificate applicable to the Participant, except to the extent the Plan and Award Certificate otherwise provide,
and to any additional restrictions deemed necessary or appropriate by the Committee. If no beneficiary has been designated or survives
the Participant, any payment due to the Participant shall be made to the Participant’s estate. Subject to the foregoing,
a beneficiary designation may be changed or revoked by a Participant, in the manner provided by the Company, at any time provided
the change or revocation is filed with the Committee.



- 23 -







14.5.   STOCK TRADING RESTRICTIONS.
All Stock issuable under the Plan is subject to any stop-transfer orders and other restrictions as the Committee deems necessary
or advisable to comply with federal or state securities laws, rules and regulations and the rules of any national securities exchange
or automated quotation system on which the Stock is listed, quoted, or traded. The Committee may place legends on any Stock certificate
or issue instructions to the transfer agent to reference restrictions applicable to the Stock.



14.6.   EFFECT OF A CHANGE IN CONTROL.
Except as otherwise provided in the Award Certificate or any special Plan document governing an Award, upon the occurrence of a
Change in Control, (i) all outstanding Options, SARs, and other Awards in the nature of rights that may be exercised shall become
fully exercisable, and (ii) all time-based vesting restrictions on outstanding Awards shall lapse. Except as otherwise provided
in the Award Certificate or any special Plan document governing an Award, upon the occurrence of a Change in Control, the target
payout opportunities attainable under all outstanding performance-based Awards shall be deemed to have been fully earned as of
the effective date of the Change in Control based upon an assumed achievement of all relevant performance goals at the "target"
level of performance as of the date of the Change in Control and there shall be pro-rata payout to Participants within thirty (30)
days following the effective date of the Change in Control based upon the length of time within the performance period that has
elapsed prior to the Change in Control.



14.7.   ACCELERATION FOR OTHER
REASONS. Regardless of whether an event has occurred as described in Section 14.6 above, the Committee may in its sole discretion
at any time determine that, upon the termination of service of a Participant for any reason, or the occurrence of a Change in Control,
all or a portion of such Participant’s Options or SARs shall become fully or partially exercisable, that all or a part of
the restrictions on all or a portion of the Participant’s outstanding Awards shall lapse, and/or that any performance-based
criteria with respect to any Awards held by that Participant shall be deemed to be wholly or partially satisfied, in each case,
as of such date as the Committee may, in its sole discretion, declare. The Committee may discriminate among Participants and among
Awards granted to a Participant in exercising its discretion pursuant to this Section 14.7.



14.8.   FORFEITURE
EVENTS. Awards under the Plan shall be subject to any compensation recoupment policy that the Company may adopt from time to
time that is applicable by its terms to the Participant. In addition, the Committee may specify in an Award Certificate that the
Participant’s rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture
or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions
of an Award. Such events may include, but shall not be limited to, (i) termination of employment for cause, (ii) violation of material
Company or Affiliate policies, (iii) breach of noncompetition, confidentiality or other restrictive covenants that may apply to
the Participant, (iv) other conduct by the Participant that is detrimental to the business or reputation of the Company or any
Affiliate, or (v) a later determination that the vesting of, or amount realized from, a Performance Award was based on materially
inaccurate financial statements or any other materially inaccurate performance metric criteria, whether or not the Participant
caused or contributed to such material inaccuracy.



- 24 -







14.9.   SUBSTITUTE
AWARDS. The Committee may grant Awards under the Plan in substitution for stock and stock-based awards held by employees of
another entity who become employees of the Company or an Affiliate as a result of a merger or consolidation of the former employing
entity with the Company or an Affiliate or the acquisition by the Company or an Affiliate of property or stock of the former employing
corporation. The Committee may direct that the substitute awards be granted on such terms and conditions as the Committee considers
appropriate in the circumstances.



ARTICLE 15

CHANGES IN CAPITAL STRUCTURE



15.1.   MANDATORY
ADJUSTMENTS. In the event of a nonreciprocal transaction between the Company and its stockholders that causes the per-share
value of the Stock to change (including, without limitation, any stock dividend, stock split, spin-off, rights offering, or large
nonrecurring cash dividend), the authorization limits under Section 5.1 and 5.4 shall be adjusted proportionately, and the Committee
shall make such adjustments to the Plan and Awards as it deems necessary, in its sole discretion, to prevent dilution or enlargement
of rights immediately resulting from such transaction. Action by the Committee may include: (i) adjustment of the number and kind
of shares that may be delivered under the Plan; (ii) adjustment of the number and kind of shares subject to outstanding Awards;
(iii) adjustment of the exercise price of outstanding Awards or the measure to be used to determine the amount of the benefit payable
on an Award; and (iv) any other adjustments that the Committee determines to be equitable. Notwithstanding the foregoing, the Committee
shall not make any adjustments to outstanding Options or SARs that would constitute a modification or substitution of the stock
right under Treas. Reg. Sections 1.409A-1(b)(5)(v) that would be treated as the grant of a new stock right or change in the form
of payment for purposes of Code Section 409A. Without limiting the foregoing, in the event of a subdivision of the outstanding
Stock (stock-split), a declaration of a dividend payable in Shares, or a combination or consolidation of the outstanding Stock
into a lesser number of Shares, the authorization limits under Section 5.1 and 5.4 shall automatically be adjusted proportionately,
and the Shares then subject to each Award shall automatically, without the necessity for any additional action by the Committee,
be adjusted proportionately without any change in the aggregate purchase price therefor.



- 25 -







15.2   DISCRETIONARY
ADJUSTMENTS. Upon the occurrence or in anticipation of any corporate event or transaction involving the Company (including,
without limitation, any merger, reorganization, recapitalization, combination or exchange of shares, or any transaction described
in Section 15.1), the Committee may, in its sole discretion, provide (i) that Awards will be settled in cash rather than Stock,
(ii) that Awards will become immediately vested and non-forfeitable and exercisable (in whole or in part) and will expire after
a designated period of time to the extent not then exercised, (iii) that Awards will be assumed by another party to a transaction
or otherwise be equitably converted or substituted in connection with such transaction, (iv) that outstanding Awards may be settled
by payment in cash or cash equivalents equal to the excess of the Fair Market Value of the underlying Stock, as of a specified
date associated with the transaction, over the exercise or base price of the Award, (v) that performance targets and performance
periods for Performance Awards will be modified, consistent with Code Section 162(m) where applicable, or (vi) any combination
of the foregoing. The Committee’s determination need not be uniform and may be different for different Participants whether
or not such Participants are similarly situated.



15.3   GENERAL.
Any discretionary adjustments made pursuant to this Article 15 shall be subject to the provisions of Section 16.2. To the extent
that any adjustments made pursuant to this Article 15 cause Incentive Stock Options to cease to qualify as Incentive Stock Options,
such Options shall be deemed to be Nonstatutory Stock Options.



ARTICLE 16

AMENDMENT, MODIFICATION AND TERMINATION



16.1.   AMENDMENT,
MODIFICATION AND TERMINATION. The Board or the Committee may, at any time and from time to time, amend, modify or terminate
the Plan without stockholder approval; provided, however, that if an amendment to the Plan would, in the reasonable opinion of
the Board or the Committee, constitute a material change requiring stockholder approval under applicable laws, policies or regulations
or the applicable listing or other requirements of an Exchange, then such amendment shall be subject to stockholder approval; and
provided, further, that the Board or Committee may condition any other amendment or modification on the approval of stockholders
of the Company for any reason, including by reason of such approval being necessary or deemed advisable (i) to comply with the
listing or other requirements of an Exchange, or (ii) to satisfy any other tax, securities or other applicable laws, policies or
regulations.



16.2.   AWARDS PREVIOUSLY GRANTED.
At any time and from time to time, the Committee may amend, modify or terminate any outstanding Award without approval of the Participant;
provided, however:



| | (a) | Subject to the terms of the applicable Award Certificate, such amendment, modification or termination
shall not, without the Participant’s consent, reduce or diminish the value of such Award determined as if the Award had been
exercised, vested, cashed in or otherwise settled on the date of such amendment or termination (with the per-share value of an
Option or SAR for this purpose being calculated as the excess, if any, of the Fair Market Value as of the date of such amendment
or termination over the exercise or base price of such Award);
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | The original term of an Option or SAR may not be extended without the prior approval of the stockholders
of the Company;
| | --- | ------------------------------------------------------------------------------------------------------------------------



- 26 -







| | (c) | Except as otherwise provided in Section 15.1, the exercise price of an Option or base price of
a SAR may not be reduced, directly or indirectly, without the prior approval of the stockholders of the Company; and
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (d) | No termination, amendment, or modification of the Plan shall adversely affect any Award previously
granted under the Plan, without the written consent of the Participant affected thereby. An outstanding Award shall not be deemed
to be “adversely affected” by a Plan amendment if such amendment would not reduce or diminish the value of such Award
determined as if the Award had been exercised, vested, cashed in or otherwise settled on the date of such amendment (with the per-share
value of an Option or SAR for this purpose being calculated as the excess, if any, of the Fair Market Value as of the date of such
amendment over the exercise or base price of such Award).
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



16.3.   COMPLIANCE
AMENDMENTS. Notwithstanding anything in the Plan or in any Award Certificate to the contrary, the Board may amend the Plan
or an Award Certificate, to take effect retroactively or otherwise, as deemed necessary or advisable for the purpose of conforming
the Plan or Award Certificate to any present or future law relating to plans of this or similar nature (including, but not limited
to, Section 409A of the Code), and to the administrative regulations and rulings promulgated thereunder. By accepting an Award
under this Plan, a Participant agrees to any amendment made pursuant to this Section 16.3 to any Award granted under the Plan without
further consideration or action.



ARTICLE 17

GENERAL PROVISIONS



17.1.   RIGHTS
OF PARTICIPANTS.



| | (a) | No Participant or any Eligible Participant shall have any claim to be granted any Award under the
Plan. Neither the Company, its Affiliates nor the Committee is obligated to treat Participants or Eligible Participants uniformly,
and determinations made under the Plan may be made by the Committee selectively among Eligible Participants who receive, or are
eligible to receive, Awards (whether or not such Eligible Participants are similarly situated).
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | Nothing in the Plan, any Award Certificate or any other document or statement made with respect
to the Plan, shall interfere with or limit in any way the right of the Company or any Affiliate to terminate any Participant’s
employment or status as an officer, or any Participant’s service as a director or consultant, at any time, nor confer upon
any Participant any right to continue as an employee, officer, director or consultant of the Company or any Affiliate, whether
for the duration of a Participant’s Award or otherwise.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) | Neither an Award nor any benefits arising under this Plan shall constitute an employment contract
with the Company or any Affiliate and, accordingly, subject to Article 16, this Plan and the benefits hereunder may be terminated
at any time in the sole and exclusive discretion of the Committee without giving rise to any liability on the part of the Company
or an of its Affiliates.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



- 27 -







| | (d) | No Award gives a Participant any of the rights of a stockholder of the Company unless and until
Shares are in fact issued to such person in connection with such Award.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



17.2.   WITHHOLDING. The Company
or any Affiliate shall have the authority and the right to deduct or withhold, or require a Participant to remit to the Company
or such Affiliate, an amount sufficient to satisfy federal, state, and local taxes (including the Participant’s FICA obligation)
required by law to be withheld with respect to any exercise, lapse of restriction or other taxable event arising as a result of
the Plan. The obligations of the Company under the Plan will be conditioned on such payment or arrangements and the Company or
such Affiliate will, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise
due to the Participant. Unless otherwise determined by the Committee at the time the Award is granted or thereafter, any such withholding
requirement may be satisfied, in whole or in part, by withholding from the Award Shares having a Fair Market Value on the date
of withholding equal to the minimum amount (and not any greater amount) required to be withheld for tax purposes, all in accordance
with such procedures as the Committee establishes. All such elections shall be subject to any restrictions or limitations that
the Committee, in its sole discretion, deems appropriate.



17.3.   SPECIAL
PROVISIONS RELATED TO SECTION 409A OF THE CODE.



| | (a) | General. It is intended that the payments and benefits provided under the Plan and any Award
shall either be exempt from the application of, or comply with, the requirements of Section 409A of the Code. The Plan and all
Award Certificates shall be construed in a manner that effects such intent. Nevertheless, the tax treatment of the benefits provided
under the Plan or any Award is not warranted or guaranteed. Neither the Company, its Affiliates nor their respective directors,
officers, employees or advisers (other than in his or her capacity as a Participant) shall be held liable for any taxes, interest,
penalties or other monetary amounts owed by any Participant or other taxpayer as a result of the Plan or any Award.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | Definitional Restrictions. Notwithstanding anything in the Plan or in any Award Certificate
to the contrary, to the extent that any amount or benefit that would constitute non-exempt “deferred compensation”
for purposes of Section 409A of the Code (“Non-Exempt Deferred Compensation”) would otherwise be payable or distributable,
or a different form of payment (e.g., lump sum or installment) of such Non-Exempt Deferred Compensation would be effected, under
the Plan or any Award Certificate by reason of the occurrence of a Change in Control, or the Participant’s Disability or
separation from service, such Non-Exempt Deferred Compensation will not be payable or distributable to the Participant, and/or
such different form of payment will not be effected, by reason of such circumstance unless the circumstances giving rise to such
Change in Control, Disability or separation from service meet any description or definition of “change in control event”,
“disability” or “separation from service”, as the case may be, in Section 409A of the Code and applicable
regulations (without giving effect to any elective provisions that may be available under such definition). This provision does
not prohibit the vesting of any Award upon a Change in Control, Disability or separation from service, however defined. If this
provision prevents the payment or distribution of any amount or benefit, or the application of a different form of payment of any
amount or benefit, such payment or distribution shall be made at the time and in the form that would have applied absent the Change
in Control, Disability or separation from service as applicable.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



- 28 -







| | (c) | Allocation among Possible Exemptions. If any one or more Awards granted under the Plan to
a Participant could qualify for any separation pay exemption described in Treas. Reg. Section 1.409A-1(b)(9), but such Awards in
the aggregate exceed the dollar limit permitted for the separation pay exemptions, the Company (acting through the Committee or
the Chief Financial Officer) shall determine which Awards or portions thereof will be subject to such exemptions.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (d) | Six-Month Delay in Certain Circumstances. Notwithstanding anything in the Plan or in any
Award Certificate to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise
be payable or distributable under this Plan or any Award Certificate by reason of a Participant’s separation from service
during a period in which the Participant is a Specified Employee (as defined below), then, subject to any permissible acceleration
of payment by the Committee under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of
interest), or (j)(4)(vi) (payment of employment taxes):
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (i) | the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the
six-month period immediately following the Participant’s separation from service will be accumulated through and paid or
provided on the first day of the seventh month following the Participant’s separation from service (or, if the Participant
dies during such period, within 30 days after the Participant's death) (in either case, the “Required Delay Period”);
and
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | the normal payment or distribution schedule for any remaining payments or distributions will resume
at the end of the Required Delay Period.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------



For purposes of this Plan, the
term “Specified Employee” has the meaning given such term in Code Section 409A and the final regulations thereunder;
provided, however, that, as permitted in such final regulations, the Company’s Specified Employees and its application of
the six-month delay rule of Code Section 409A(a)(2)(B)(i) shall be determined in accordance with rules adopted by the Board or
any committee of the Board, which shall be applied consistently with respect to all nonqualified deferred compensation arrangements
of the Company, including this Plan.



- 29 -







| | (e) | Installment Payments. If, pursuant to an Award, a Participant is entitled to a series of
installment payments, such Participant’s right to the series of installment payments shall be treated as a right to a series
of separate payments and not to a single payment. For purposes of the preceding sentence, the term “series of installment
payments” has the meaning provided in Treas. Reg. Section 1.409A-2(b)(2)(iii) (or any successor thereto).
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (f) | Timing of Release of Claims. Whenever an Award conditions a payment or benefit on the Participant’s
execution and non-revocation of a release of claims, such release must be executed and all revocation periods shall have expired
within 60 days after the date of termination of the Participant’s employment; failing which such payment or benefit shall
be forfeited. If such payment or benefit is exempt from Section 409A of the Code, the Company may elect to make or commence payment
at any time during such 60-day period. If such payment or benefit constitutes Non-Exempt Deferred Compensation, then, subject to
subsection (c) above, (i) if such 60-day period begins and ends in a single calendar year, the Company may make or commence payment
at any time during such period at its discretion, and (ii) if such 60-day period begins in one calendar year and ends in the next
calendar year, the payment shall be made or commence during the second such calendar year (or any later date specified for such
payment under the applicable Award), even if such signing and non-revocation of the release occur during the first such calendar
year included within such 60-day period. In other words, a Participant is not permitted to influence the calendar year of payment
based on the timing of signing the release.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (g) | Permitted Acceleration. The Company shall have the sole authority to make any accelerated
distribution permissible under Treas. Reg. section 1.409A-3(j)(4) to Participants of deferred amounts, provided that such distribution(s)
meets the requirements of Treas. Reg. section 1.409A-3(j)(4).
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



17.4.   UNFUNDED
STATUS OF AWARDS. The Plan is intended to be an “unfunded” plan for incentive and deferred compensation. With respect
to any payments not yet made to a Participant pursuant to an Award, nothing contained in the Plan or any Award Certificate shall
give the Participant any rights that are greater than those of a general creditor of the Company or any Affiliate. In its sole
discretion, the Committee may authorize the creation of grantor trusts or other arrangements to meet the obligations created under
the Plan to deliver Shares or payments in lieu of Shares or with respect to Awards. This Plan is not intended to be subject to
ERISA.



17.5.   RELATIONSHIP TO OTHER BENEFITS.
No payment under the Plan shall be taken into account in determining any benefits under any pension, retirement, savings, profit
sharing, group insurance, welfare or benefit plan of the Company or any Affiliate unless provided otherwise in such other plan.
Nothing contained in the Plan will prevent the Company from adopting other or additional compensation arrangements, subject to
stockholder approval if such approval is required; and such arrangements may be either generally applicable or applicable only
in specific cases.



- 30 -







17.6.   EXPENSES. The expenses
of administering the Plan shall be borne by the Company and its Affiliates.



17.7.   TITLES AND HEADINGS.
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.



17.8.   GENDER AND NUMBER.
Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine; the plural shall
include the singular and the singular shall include the plural.



17.9.   FRACTIONAL SHARES.
No fractional Shares shall be issued and the Committee shall determine, in its discretion, whether cash shall be given in lieu
of fractional Shares or whether such fractional Shares shall be eliminated by rounding up or down.



17.10.   GOVERNMENT AND OTHER REGULATIONS.



| | (a) | Notwithstanding any other provision of the Plan, no Participant who acquires Shares pursuant to
the Plan may, during any period of time that such Participant is an affiliate of the Company (within the meaning of the rules and
regulations of the Securities and Exchange Commission under the 1933 Act), sell such Shares, unless such offer and sale is made
(i) pursuant to an effective registration statement under the 1933 Act, which is current and includes the Shares to be sold, or
(ii) pursuant to an appropriate exemption from the registration requirement of the 1933 Act, such as that set forth in Rule 144
promulgated under the 1933 Act.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | Notwithstanding any other provision of the Plan, if at any time the Committee shall determine that
the registration, listing or qualification of the Shares covered by an Award upon any Exchange or under any foreign, federal, state
or local law or practice, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition
of, or in connection with, the granting of such Award or the purchase or receipt of Shares thereunder, no Shares may be purchased,
delivered or received pursuant to such Award unless and until such registration, listing, qualification, consent or approval shall
have been effected or obtained free of any condition not acceptable to the Committee. Any Participant receiving or purchasing Shares
pursuant to an Award shall make such representations and agreements and furnish such information as the Committee may request to
assure compliance with the foregoing or any other applicable legal requirements. The Company shall not be required to issue or
deliver any certificate or certificates for Shares under the Plan prior to the Committee’s determination that all related
requirements have been fulfilled. The Company shall in no event be obligated to register any securities pursuant to the 1933 Act
or applicable state or foreign law or to take any other action in order to cause the issuance and delivery of such certificates
to comply with any such law, regulation or requirement.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



- 31 -







17.11.   GOVERNING LAW. To
the extent not governed by federal law, the Plan and all Award Certificates shall be construed in accordance with and governed
by the laws of the State of Delaware.



17.12.   SEVERABILITY. In the
event that any provision of this Plan is found to be invalid or otherwise unenforceable under any applicable law, such invalidity
or unenforceability will not be construed as rendering any other provisions contained herein as invalid or unenforceable, and all
such other provisions will be given full force and effect to the same extent as though the invalid or unenforceable provision was
not contained herein.



17.13.   NO LIMITATIONS
ON RIGHTS OF COMPANY. The grant of any Award shall not in any way affect the right or power of the Company to make adjustments,
reclassification or changes in its capital or business structure or to merge, consolidate, dissolve, liquidate, sell or transfer
all or any part of its business or assets. The Plan shall not restrict the authority of the Company, for proper corporate purposes,
to draft or assume awards, other than under the Plan, to or with respect to any person. If the Committee so directs, the Company
may issue or transfer Shares to an Affiliate, for such lawful consideration as the Committee may specify, upon the condition or
understanding that the Affiliate will transfer such Shares to a Participant in accordance with the terms of an Award granted to
such Participant and specified by the Committee pursuant to the provisions of the Plan.



The foregoing is hereby
acknowledged as being the TG Therapeutics, Inc. Amended and Restated 2012 Incentive Plan as adopted by the Board on May 14, 2012.



|TG THERAPEUTICS, INC. |                             
|--------------------- | ----------------------------
|                      |                             
|By:                   | /s/ Sean Power              
|                      |                             
|Its:                  | CFO, Secretary and Treasurer



- 32 -