Exhibit 4.5


 


PIPER SANDLER COMPANIES

AMENDED AND RESTATED

2003 ANNUAL AND LONG-TERM INCENTIVE PLAN


 


(As amended and restated effective May 15,
2020)


 


SECTION 1.     Purpose


 


The purpose of the Plan is to promote the
interests of the Company and its stockholders by giving the Company a competitive advantage in attracting, retaining and motivating
employees, officers, consultants and Directors capable of assuring the future success of the Company, to offer such persons incentives
that are directly linked to the profitability of the Company’s businesses and increases in stockholder value, and to afford
such persons an opportunity to acquire a proprietary interest in the Company.


 


SECTION 2.     Definitions


 


As used in the Plan, the following terms
shall have the meanings set forth below.


 


(a)            “Affiliate”
means any entity in which the Company has, directly or indirectly through one or more intermediaries, a controlling interest or
which has, directly or indirectly through one or more intermediaries, a controlling interest in the Company, within the meaning
of Treasury Regulation § 1.409A-1(b)(5)(iii)(E).


 


(b)            “Award”
means any Stock Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Dividend Equivalent or Other Stock-Based
Award granted under the Plan.


 


(c)            “Award
Agreement” means any written (including electronic) agreement, contract or other instrument or document evidencing any
Award granted under the Plan. Each Award Agreement shall be subject to the applicable terms and conditions of the Plan and any
other terms and conditions (not inconsistent with the Plan) determined by the Committee.


 


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


 


(e)            “Code”
means the Internal Revenue Code of 1986, as amended from time to time, and any regulations promulgated thereunder.


 


(f)            “Change
in Control” has the meaning set forth in Section 7.


 


(g)            “Committee”
means a committee of Directors designated by the Board to administer the Plan, which initially shall be the Compensation Committee
of the Board. The Committee shall be comprised of not less than such number of Directors as shall be required to permit Awards
granted under the Plan to qualify under Rule 16b-3, and each member of the Committee shall be a “non-employee director”
within the meaning of Rule 16b-3 and an “independent director” pursuant to the requirements of the New York Stock
Exchange.


 






     


     


    

 


(h)            “Company”
means Piper Sandler Companies, a Delaware corporation.


 


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


 


(j)            “Dividend
Equivalent” means any right granted under Section 6(d) of the Plan.


 


(k)            “Effective
Date” has the meaning set forth in Section 11 of the Plan.


 


(l)            “Eligible
Individual” means any employee, officer, Director or consultant providing services to the Company or any Affiliate, and
prospective employees and consultants who have accepted offers of employment or consultancy from the Company or any Affiliate,
whom the Committee determines to be an Eligible Individual. For purposes of this Plan, the terms “employed” and “employment”
(but not “employee”) will, unless the context clearly indicates otherwise, be deemed to include the service provider
relationships involving officers, non-employee Directors and consultants.


 


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


 


(n)            “Fair
Market Value” means, with respect to any property (including, without limitation, any Shares or other securities), the
fair market value of such property determined by such methods or procedures as shall be established from time to time by the Committee
in good faith and in a manner consistent with Section 409A. Notwithstanding the foregoing and except as otherwise provided
by the Committee, the Fair Market Value of a Share as of a given date shall be the closing sales price for one Share on that date
on the New York Stock Exchange or such other established securities market as may at the time be the principal market for the Shares,
or if the Shares were not traded on such national securities market or exchange on such date, then on the next preceding date on
which the Shares are traded, all as reported by such source as the Committee may select.


 


(o)            “Non-Qualified
Stock Option” means any Stock Option that is not designated as, or is not intended to qualify as, an “incentive
stock option” within the meaning of Section 422 of the Code.


 


(p)            “Other
Stock-Based Award” means any right granted under Section 6(e) of the Plan.


 


(q)            “Participant”
means an Eligible Individual designated to be granted an Award under the Plan.


 


(r)            “Plan”
means this Piper Sandler Companies Amended and Restated 2003 Annual and Long-Term Incentive Plan, as set forth herein and as hereinafter
amended from time to time.


 






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(s)            “Restricted
Stock” means any Share granted under Section 6(c) of the Plan. For avoidance of doubt, a Restricted Stock Award
includes any performance share Award, the vesting of which is conditioned upon the achievement of one or more financial or other
Company-related performance goals (including goals specific to the Participant’s individual performance, other than performance
of service alone) established by the Committee, or upon any combination of service-based and performance-based conditions, in accordance
with Section 6(c)


 


(t)            “Restricted
Stock Unit” means any unit granted under Section 6(c) of the Plan evidencing the right to receive a Share (or
a cash payment equal to the Fair Market Value of a Share) at some future date. For avoidance of doubt, a Restricted Stock Unit
Award includes any performance share unit Award, the vesting of which is conditioned upon the achievement of one or more financial
or other Company-related performance goals (including goals specific to the Participant’s individual performance, other than
performance of service alone) established by the Committee, or upon any combination of service-based and performance-based conditions,
in accordance with Section 6(c).


 


(u)            “Rule 16b-3”
means Rule 16b-3, as promulgated by the Securities and Exchange Commission under Section 16(b) of the Exchange Act,
as amended from time to time.


 


(v)            “Section 409A”
means Section 409A of the Code, or any successor provision, and applicable Treasury Regulations and other applicable guidance
thereunder.


 


(w)            “Share”
or “Shares” means a share or shares of common stock, par value $.01 per share, of the Company.


 


(x)            “Stock
Appreciation Right” means any right granted under Section 6(b) of the Plan.


 


(y)            “Stock
Option” means a Non-Qualified Stock Option granted under Section 6(a) of the Plan.


 


SECTION 3.     Administration


 


(a)            Power
and Authority of the Committee. The Plan shall be administered by the Committee. Subject to the terms of the Plan and to applicable
law, the Committee shall have full power and authority to:


 


(i)            designate
Participants;


 


(ii)            determine
whether and to what extent any type (or types) of Award is to be granted hereunder;


 


(iii)            determine
the number of Shares to be covered by (or the method by which payments or other rights are to be determined in connection with)
each Award;


 






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(iv)            subject
to Sections 6, 7 and 8 hereof, determine the terms and conditions of any Award or Award Agreement;


 


(v)            subject
to Sections 6, 7 and 8 hereof, amend the terms and conditions of any Award or Award Agreement and accelerate the vesting and/or
exercisability of any Award or waive any restrictions relating to any Award.


 


(vi)            determine
whether, to what extent and under what circumstances Awards may be exercised in cash, Shares, other securities, other Awards or
other property (but excluding promissory notes), or canceled, forfeited or suspended;


 


(vii)            determine
whether, to what extent and under what circumstances amounts payable with respect to an Award under the Plan shall be deferred
either automatically or at the election of the holder thereof or the Committee, subject to the requirements of Section 409A
and Section 10;


 


(viii)            interpret
and administer the Plan and any instrument or agreement, including an Award Agreement, relating to the Plan;


 


(ix)            adopt,
alter, suspend, waive or repeal such rules, guidelines and practices and appoint such agents as it shall deem advisable or appropriate
for the proper administration of the Plan; and


 


(x)            make
any other determination and take any other action that the Committee deems necessary or desirable for the administration of the
Plan.


 


Unless otherwise expressly provided in the Plan, all designations,
determinations, interpretations and other decisions under or with respect to the Plan or any Award or Award Agreement shall be
within the sole discretion of the Committee, may be made at any time and shall be final, conclusive and binding upon all persons,
including without limitation, the Company, its Affiliates, subsidiaries, shareholders, Eligible Individuals and any holder or beneficiary
of any Award.


 


(b)            Action
by the Committee; Delegation. Except to the extent prohibited by applicable law or the applicable rules of a stock exchange,
the Committee may delegate all or any part of its duties and powers under the Plan to one or more persons, including Directors
or a committee of Directors, subject to such terms, conditions and limitations as the Committee may establish in its sole discretion;
provided, however, that the Committee shall not delegate its powers and duties under the Plan with regard to officers
or directors of the Company or any Affiliate who are subject to Section 16 of the Exchange Act; and provided, further,
that any such delegation may be revoked by the Committee at any time.


 


(c)            Power
and Authority of the Board. Notwithstanding anything to the contrary contained herein, except to the extent that the grant
or exercise of such authority would cause any Award or transaction to become subject to (or lose an exemption under) the short-swing
profit recovery provisions of Section 16 of the Exchange Act, the Board may, at any time and from time to time, without any
further action of the Committee, exercise the powers and duties of the Committee under the Plan. To the extent that any permitted
action taken by the Board conflicts with action taken by the Committee, the Board action shall control.


 






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SECTION 4.     Shares
Available for Awards


 


(a)            Shares
Available. Subject to adjustment as provided in Section 4(c) of the Plan, the aggregate number of Shares that may
be issued under the Plan shall be 9,400,000. Shares that may be issued under the Plan may be authorized but unissued Shares or
Shares re-acquired and held in treasury.


 


(b)            Accounting
for Awards. For purposes of this Section 4, if an Award entitles the holder thereof to receive or purchase Shares, the
number of Shares covered by such Award or to which such Award relates shall be counted on the date of grant of such Award against
the aggregate number of Shares available for granting Awards under the Plan. Any Shares that are used by a Participant as full
or partial payment to the Company of the purchase price relating to an Award, including in connection with the satisfaction of
tax obligations relating to an Award, shall again be available for granting Awards under the Plan. In addition, if any Shares covered
by an Award or to which an Award relates are not purchased or are forfeited, or if an Award otherwise terminates without delivery
of any Shares, then the number of Shares counted against the aggregate number of Shares available under the Plan with respect to
such Award, to the extent of any such forfeiture or termination, shall again be available for granting Awards under the Plan.


 


(i)            Cash
Only Awards. Awards that do not entitle the holder thereof to receive or purchase Shares shall not be counted against the aggregate
number of Shares available for Awards under the Plan.


 


(ii)            Substitute
Awards Relating to Acquired Entities. Shares issued under Awards granted in substitution for awards previously granted by an
entity that is acquired by or merged with the Company or an Affiliate shall not be counted against the aggregate number of Shares
available for Awards under the Plan.


 


(c)            Adjustments.
In the event of any change in corporate capitalization (including, but not limited to, a change in the number of Shares outstanding),
such as a stock split or a corporate transaction, such as any merger, consolidation, separation, including a spin-off, or other
distribution of stock or property of the Company (including any extraordinary cash or stock dividend but excluding regular cash
dividends), any reorganization (whether or not such reorganization comes within the definition of such term in Section 368
of the Code) or any partial or complete liquidation of the Company, the Committee or Board shall make such substitution or adjustments
in the aggregate number and kind of shares reserved for issuance under the Plan, and the maximum limitation upon Stock Options
and Stock Appreciation Rights and other Awards to be granted to any Participant, in the number, kind and Exercise Price of shares
subject to outstanding Stock Options and Stock Appreciation Rights, in the number and kind of shares subject to other outstanding
Awards granted under the Plan and/or such other equitable substitution or adjustments as it may determine to be appropriate in
its sole discretion (including, without limitation, the provision of an amount in cash in consideration for any such Awards); provided,
however, that the number of shares subject to any Award shall always be a whole number. Without limiting the generality
of the foregoing, in connection with any Disaffiliation of a subsidiary of the Company, the Committee shall have the authority
to arrange for the assumption or replacement of Awards with new awards based on shares of the affected subsidiary or by an affiliate
of an entity that controls the subsidiary following the Disaffiliation. For purposes hereof, “Disaffiliation” of a
subsidiary shall mean the subsidiary’s ceasing to be a subsidiary of the Company for any reason (including, without limitation,
as a result of a public offering, spin-off, sale or other distribution or transfer by the Company of the stock of the subsidiary).
Notwithstanding the foregoing, to the extent that any Award is otherwise considered to be deferred compensation under Section 409A,
any adjustment to such Award will comply with Section 409A (including current and future guidance issued by the Department
of Treasury and or the Internal Revenue Service).


 






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(d)            Annual
Limitations.


 


(i)            Annual
Limitations for Awards Granted to Employees, Officers, Consultants, Etc. No Eligible Individual who is an employee, officer,
consultant, independent contractor or advisor may be granted any Award or Awards for more than 500,000 Shares (subject to adjustment
as provided for in Section 4(c) of the Plan), in the aggregate in any fiscal year.


 


(ii)            Annual
Limitation for Awards Granted and Total Compensation Paid to Non-Employee Directors. No Director who is not also an employee
of the Company or an Affiliate may receive compensation for his or her services as a Director in any fiscal year in excess of $600,000
in the aggregate, including annual and committee retainer fees and the value of any Awards granted during the year (such value
computed as of the date of grant in accordance with applicable financial accounting rules). The foregoing limit shall not apply
to any Award made to any Director as the payment to such Director for any annual and committee retainer fees or Awards that the
Director previously elected to defer.


 


SECTION 5.     Eligibility


 


Any Eligible Individual shall be eligible
to be designated a Participant. In determining which Eligible Individuals shall receive an Award and the terms of any Award, the
Committee may take into account the nature of the services rendered by the respective Eligible Individuals, their present and potential
contributions to the success of the Company or such other factors as the Committee, in its discretion, shall deem relevant.


 


SECTION 6.     Awards


 


(a)            Stock
Options. The Committee is hereby authorized to grant Stock Options (which may only be Non-Qualified Stock Options) to Eligible
Individuals with the following terms and conditions and with such additional terms and conditions not inconsistent with the provisions
of the Plan as the Committee shall determine:


 






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(i)            Exercise
Price. The purchase price per Share purchasable under an Option shall be determined by the Committee and shall not be less
than one hundred percent (100%) of the Fair Market Value of a Share on the date of grant of such Option; provided, however,
that the Committee may designate a purchase price below Fair Market Value on the date of grant if the Option is granted in substitution
for a stock option previously granted by an entity that is acquired by or merged with the Company or an Affiliate.


 


(ii)            Option
Term. The term of each Stock Option shall be fixed by the Committee at the time of grant, but in no event shall be more than
10 years from the date of grant.


 


(i)            Time
and Method of Exercise. The Committee shall determine the time or times at which an Option may be exercised within the Option
term, either in whole or in part, and the method of exercise, except that any exercise price tendered shall be in either cash,
Shares having a Fair Market Value on the exercise date equal to the applicable exercise price or a combination thereof, as determined
by the Committee.


 


(A)            Promissory
Notes. For avoidance of doubt, the Committee may not accept a promissory note as consideration.


 


(B)            Net
Exercises. The terms of any Option may be written to permit the Option to be exercised by delivering to the Participant a number
of Shares having an aggregate Fair Market Value (determined as of the date of exercise) equal to the excess, if any, of the Fair
Market Value of the Shares underlying the Option being exercised, on the date of exercise, over the exercise price of the Option
for such Shares.


 


(b)            Stock
Appreciation Rights. The Committee is hereby authorized to grant Stock Appreciation Rights to Eligible Individuals subject
to the terms of the Plan and any applicable Award Agreement. A Stock Appreciation Right granted under the Plan shall confer on
the holder thereof a right to receive upon exercise thereof the excess of (i) the Fair Market Value of one Share on the date
of exercise over (ii) the grant price of the Stock Appreciation Right as specified by the Committee, which price shall not
be less than one hundred percent (100%) of the Fair Market Value of one Share on the date of grant of the Stock Appreciation Right;
provided, however, that the Committee may designate a grant price below Fair Market Value on the date of grant if the Stock
Appreciation Right is granted in substitution for a stock appreciation right previously granted by an entity that is acquired by
or merged with the Company or an Affiliate. Subject to the terms of the Plan and any applicable Award Agreement, the grant price,
term, methods of exercise, dates of exercise, methods of settlement and any other terms and conditions of any Stock Appreciation
Right shall be as determined by the Committee (except that the term of each Stock Appreciation Right shall be subject to the term
limitation in Section 6(a)(ii) applicable to Options). The Committee may impose such conditions or restrictions on the
exercise of any Stock Appreciation Right as it may deem appropriate.


 






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(c)            Restricted
Stock and Restricted Stock Units. The Committee is hereby authorized to grant Restricted Stock and Restricted Stock Units to
Eligible Individuals with the following terms and conditions and with such additional terms and conditions not inconsistent with
the provisions of the Plan as the Committee shall determine:


 


(i)            Restrictions.
Shares of Restricted Stock and Restricted Stock Units shall be subject to such restrictions as the Committee may impose (including,
without limitation, any limitation on the right to vote a Share of Restricted Stock or the right to receive any dividend or other
right or property with respect thereto), which restrictions may lapse separately or in combination at such time or times, in such
installments or otherwise as the Committee may deem appropriate. For purposes of clarity and without limiting the Committee’s
general authority under Section 3(a), vesting of such Awards may, at the Committee’s discretion, be conditioned upon
the Participant’s completion of a specified period of service with the Company or an Affiliate, or upon the achievement of
one or more performance goals (including, without limitation, goals based upon the attainment of specified levels of one more of
the following measures with respect to the Company or any of its subsidiaries, businesses groups, divisions, or departments: operating
income; pre- or after-tax income; earnings per share; cash flow; return on equity; return on tangible equity; return on capital;
return on invested capital; economic value added (or an equivalent metric), share price performance; total shareholder return;
or improvement in or attainment of expense levels) established by the Committee, or upon any combination of service based and performance
based conditions. Notwithstanding the foregoing, rights to dividend or Dividend Equivalent payments shall be subject to the limitations
described in Section 6(d).


 


(ii)            Issuance
and Delivery of Shares. Any Restricted Stock granted under the Plan shall be issued at the time such Awards are granted and
may be evidenced in such manner as the Committee may deem appropriate, including book entry registration or issuance of a stock
certificate or certificates, which certificate or certificates shall be held by the Company or held in nominee name by the stock
transfer agent or brokerage service selected by the Company to provide such services for the Plan. Shares representing Restricted
Stock that are no longer subject to restrictions shall be delivered (including by updating the book entry registration) to the
Participant promptly after the applicable restrictions lapse or are waived. In the case of Restricted Stock Units, no Shares shall
be issued at the time such Awards are granted. Upon the lapse or waiver of restrictions and the restricted period relating to Restricted
Stock Units evidencing the right to receive Shares, such Shares shall be issued and delivered to the holder of the Restricted Stock
Units.


 






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(d)            Dividend
Equivalents. The Committee is hereby authorized to grant Dividend Equivalents to Eligible Individuals under which the Participant
shall be entitled to receive payments (in cash, Shares, other securities, other Awards or other property as determined in the discretion
of the Committee) equivalent to the amount of cash dividends paid by the Company to holders of Shares with respect to a number
of Shares determined by the Committee. Subject to the terms of the Plan and any applicable Award Agreement, such Dividend Equivalents
may have such terms and conditions as the Committee shall determine. Notwithstanding the foregoing, (i) the Committee may
not grant Dividend Equivalents to Eligible Individuals in connection with grants of Options, Stock Appreciation Rights or other
Awards the value of which is based solely on an increase in the value of the Shares after the grant of such Award, and (ii) dividend
and Dividend Equivalent amounts with respect to any Share underlying an Award may be accrued but not paid to a Participant until
all conditions or restrictions relating to such Share have been satisfied, waived or lapsed.


 


(e)            Other
Stock-Based Awards. The Committee is hereby authorized to grant to Eligible Individuals such other Awards that are denominated
or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Shares (including, without limitation,
securities convertible into Shares), as are deemed by the Committee to be consistent with the purpose of the Plan. The Committee
shall determine the terms and conditions of such Awards, subject to the terms of the Plan and any applicable Award Agreement. No
Award issued under this Section 6(e) shall contain a purchase right or an option like exercise feature.


 


(h)            General.


 


(i)            Consideration
for Awards. Awards may be granted for no cash consideration or for any cash or other consideration as determined by the Committee
and required by applicable law.


 


(ii)            Awards
May Be Granted Separately or Together. Awards may, in the discretion of the Committee, be granted either alone or in addition
to, in tandem with or in substitution for any other Award or any award granted under any plan of the Company or any Affiliate.
Awards granted in addition to or in tandem with other Awards or in addition to or in tandem with awards granted under any such
other plan of the Company or any Affiliate may be granted either at the same time as or at a different time from the grant of such
other Awards or awards.


 


(iii)            Limits
on Transfer of Awards. No Award (other than fully vested and unrestricted Shares issued pursuant to any Award) and no right
under any such Award shall be transferable by a Participant other than by will or by the laws of descent and distribution, and
no Award (other than fully vested and unrestricted Shares issued pursuant to any Award) or right under any such Award may be pledged,
alienated, attached or otherwise encumbered, and any purported pledge, alienation, attachment or encumbrance thereof shall be void
and unenforceable against the Company or any Affiliate. Notwithstanding the foregoing, the Committee may permit the transfer of
an Award to family members if such transfer is for no value and in accordance with the rules of Form S-8. The Committee
may also establish procedures as it deems appropriate for a Participant to designate a person or persons, as beneficiary or beneficiaries,
to exercise the rights of the Participant and receive any property distributable with respect to any Award in the event of the
Participant’s death.


 


(iv)            Restrictions;
Securities Exchange Listing. All Shares or other securities delivered under the Plan pursuant to any Award or the exercise
thereof shall be subject to such restrictions as the Committee may deem advisable under the Plan, applicable federal or state securities
laws and regulatory requirements, and the Committee may cause appropriate entries to be made with respect to, or legends to be
placed on the certificates for, such Shares or other securities to reflect such restrictions. The Company shall not be required
to deliver any Shares or other securities covered by an Award unless and until the requirements of any federal or state securities
or other laws, rules or regulations (including the rules of any securities exchange) as may be determined by the Company
to be applicable are satisfied


 






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(v)            Prohibition
on Option and Stock Appreciation Right Repricing. Except as provided in Section 4(c) hereof, the Committee may not,
without prior approval of the Company’s stockholders, seek to effect any re pricing of any previously granted, “underwater”
Option or Stock Appreciation Right by: (i) amending or modifying the terms of the Option or Stock Appreciation Right to lower
the exercise price; (ii) canceling the underwater Option or Stock Appreciation Right and granting either (A) replacement
Options or Stock Appreciation Rights having a lower exercise price; or (B) Restricted Stock, Restricted Stock Units or Other
Stock Based Award in exchange; or (iii) cancelling or repurchasing the underwater Option or Stock Appreciation Right for cash
or other securities. An Option or Stock Appreciation Right will be deemed to be “underwater” at any time when the Fair
Market Value of the Shares covered by such Option or Stock Appreciation Right is less than the exercise price.


 


(vi)            Committee
Authority. Nothing in this Section 6 shall limit the authority of the Committee to provide for the acceleration of the
exercisability of any Award or the lapse of any restrictions relating to any Award.


 


SECTION 7.     Change
in Control


 


(a)            Impact
of Event. Notwithstanding any other provision of the Plan to the contrary, unless otherwise provided by the Committee in any
Award Agreement, in the event of a Change in Control, the provisions of Section 7 of the Plan as in effect prior to May 15, 2020
shall apply to Awards granted prior to that date, and the following provisions shall apply to Awards granted on or after that date:


 






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(i)            Continuation,
Assumption or Replacement of Awards. In the event of a Change in Control that is a Corporate Transaction (as defined in Section 7(b)(iii) below),
if the corporation resulting from the Corporate Transaction (as described in Section 7(b)(iii) below and referred to
as the "Surviving Entity") agrees to continue, assume or replace Awards outstanding as of the date of the Corporate
Transaction (with such adjustments as may be required by Section 4(c) above), then such Awards or replacements therefor
shall remain outstanding and be governed by their respective terms, subject to Section 7(a)(iv) below. The Surviving
Entity may elect to continue, assume or replace only some Awards or portions of Awards. For purposes of this Section 7(a)(i),
an Award shall be considered assumed or replaced if, in connection with the Corporate Transaction and in a manner consistent with
Section 409A, either (A) the contractual obligations represented by the Award are expressly assumed by the Surviving
Entity with appropriate adjustments to the number and type of securities subject to the Award and the exercise price thereof that
preserves the intrinsic value of the Award existing at the time of the Corporate Transaction, or (B) the Participant has received
a comparable equity-based award that preserves the intrinsic value of the Award existing at the time of the Corporate Transaction
and is subject to substantially similar terms and conditions as the Award.


 


(ii)            Acceleration.
If and to the extent that outstanding Awards under the Plan are not continued, assumed or replaced in connection with a Corporate
Transaction, then (A) all outstanding Stock Option and Stock Appreciation Rights Awards shall become fully exercisable for
such period of time prior to the effective time of the Corporate Transaction as is deemed fair and equitable by the Committee,
and shall terminate at the effective time of the Corporate Transaction, (B) all other forms of Awards then outstanding shall
fully vest immediately prior to the effective time of the Corporate Transaction, and (C) any performance goals applicable
to such other forms of Awards will be deemed to have been satisfied at the target level of performance specified in connection
with the applicable Award. The Committee shall provide written notice of accelerated exercisability or vesting of to all affected
Participants, and any exercise or vesting of such accelerated Awards shall be effective only immediately before, and shall be conditioned
upon, the consummation of the Corporate Transaction. For avoidance of doubt, no Award Agreement shall, either by operation of its
terms or by action of the Committee, accelerate the exercisability of any Award or the lapse of restrictions relating to any Award
in connection with any Corporate Transaction unless such transaction constitutes a Change in Control and unless such acceleration
occurs upon the consummation of (or effective immediately prior to the consummation of, provided that the consummation subsequently
occurs) the Change in Control.


 


If a Change in Control described in Section 7(b)(iv) below
occurs, then unless the Committee provides otherwise at the time of the Change in Control, outstanding Awards shall be dealt with
as provided in clauses (A) and (B) of this paragraph, with the consummation of the dissolution or liquidation being deemed
the “effective time of the Corporate Transaction” for these purposes.


 






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(iii)            Payment
for Awards. If and to the extent that outstanding Awards under the Plan are not continued, assumed or replaced in connection
with a Corporate Transaction, then the Committee may terminate some or all of such outstanding Awards, in whole or in part, at
or immediately prior to the effective time of the Corporate Transaction in exchange for payments to the holders as provided in
this Section 7(a)(iii). The Committee will not be required to treat all Awards similarly for purposes of this Section 7(a)(iii).
The payment for any Award or portion thereof terminated shall be in an amount equal to the excess, if any, of (A) the fair
market value (as determined in good faith by the Committee) of the consideration that would otherwise be received in the Corporate
Transaction for the number of Shares subject to the Award or portion thereof being terminated, over (B) the aggregate exercise
price (if any) for the Shares subject to such Award or portion thereof being terminated. If there is no excess, such Award may
be terminated without payment to the affected Participant. Payment of any amount under this Section 7(a)(iii) shall be
made in such form, on such terms and subject to such conditions as the Committee determines in its discretion, which may or may
not be the same as the form, terms and conditions applicable to payments to the Company’s shareholders in connection with
the Corporate Transaction, and may, in the Committee's discretion, include subjecting such payments to vesting conditions comparable
to those of the Award surrendered, subjecting such payments to escrow or holdback terms comparable to those imposed upon the Company’s
shareholders under the Corporate Transaction, or calculating and paying the present value of payments that would otherwise be subject
to escrow or holdback terms.


 


(iv)            Termination
After a Change in Control. If, within 24 months after a Change in Control (A) described in Section 7(b)(i) or
7(b)(ii) below or (B) that is a Corporate Transaction and in connection with which outstanding Awards are continued,
assumed or replaced as described in Section 7(a)(i), a Participant experiences an involuntary termination of employment for
reasons other than Cause (as defined in Section 7(c) below), then (i) outstanding Stock Options and Stock Appreciation
Rights issued to the Participant that are not yet fully exercisable shall immediately become exercisable in full and shall remain
exercisable in accordance with their terms, (ii) all other forms of outstanding Awards issued to the Participant will become
immediately fully vested and non-forfeitable; and (iii) any Performance Goals applicable to such other forms of Awards will
be deemed to have been satisfied at the target level of performance specified in connection with the applicable Award.


 


(b)            Definition
of Change in Control. For purposes of the Plan, a “Change in Control” shall mean the consummation of any of the
following events:


 


(i)            An
acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange
Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange
Act) of 20% or more of either (1) the then outstanding shares of common stock of the Company (the “Outstanding Company
Common Stock”) or (2) the combined voting power of the then outstanding voting securities of the Company entitled
to vote generally in the election of directors (the “Outstanding Company Voting Securities”); excluding, however,
the following: (1) Any acquisition directly from the Company, other than an acquisition by virtue of the exercise of a conversion
privilege unless the security being so converted was itself acquired directly from the Company, (2) Any acquisition by the
Company, (3) Any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any
entity controlled by the Company, (4) Any acquisition by a passively managed or index fund, or (5) Any acquisition pursuant
to a transaction which complies with clauses (1), (2) and (3) of subsection (iii) of this Section 7(b); or


 






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(ii)            A
change in the composition of the Board such that the individuals who, as of the Effective Date, constitute the Board (such Board
shall be hereinafter referred to as the “Incumbent Board”) cease for any reason to constitute at least a majority
of the Board; provided, however, for purposes of this Section 7(b), that any individual who becomes a member
of the Board subsequent to the Effective Date, whose election, or nomination for election by the Company’s shareholders,
was approved by a vote of at least a majority of those individuals who are members of the Board and who were also members of the
Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such individual were a member of
the Incumbent Board; but, provided, further, that any such individual whose initial assumption of office occurs as
a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the Board shall not be so considered as a member of
the Incumbent Board; or


 


(iii)            A
reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (“Corporate
Transaction”); excluding, however, such a Corporate Transaction pursuant to which (1) all or substantially all of
the individuals and entities who are the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than
50% of, respectively, the 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 corporation resulting from such Corporate Transaction
(including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all
of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their
ownership, immediately prior to such Corporate Transaction, of the Outstanding Company Common Stock and Outstanding Company Voting
Securities, as the case may be, (2) no Person (other than the Company, any employee benefit plan (or related trust) of the
Company or such corporation resulting from such Corporate Transaction) will beneficially own, directly or indirectly, 20% or more
of, respectively, the outstanding shares of common stock of the corporation resulting from such Corporate Transaction or the combined
voting power of the outstanding voting securities of such corporation entitled to vote generally in the election of directors except
to the extent that such ownership existed prior to the Corporate Transaction, and (3) individuals who were members of the
Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from
such Corporate Transaction; or


 


(iv)            A
complete liquidation or dissolution of the Company.


 






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(c)            Definition
of Cause. For purposes of this Section 7, “Cause” means what the term is defined to mean in a then-effective
written agreement (including an Award Agreement) between a Participant and the Company or any Affiliate or, in the absence of any
such then effective agreement or definition, means (i) a Participant’s continued failure to substantially perform his
or her duties with the Company or an Affiliate after written demand for substantial performance is delivered to the Participant,
(ii) a Participant’s conviction of a crime (including a misdemeanor) that, in the Company’s determination, impairs
the Participant’s ability to perform his or her duties with the Company or an Affiliate, (iii) a Participant’s
violation of any policy of the Company or an Affiliate that the Company deems material, (iv) a Participant’s violation
of any securities law, rule or regulation that the Company deems material, (v) a Participant’s engagement in conduct
that, in the Company’s determination, exposes the Company or an Affiliate to civil or regulatory liability or injury to their
reputations, (vi) a Participant’s engagement in conduct that would subject the Participant to statutory disqualification
pursuant to Section 15(b) of the Exchange Act and the regulations promulgated thereunder, or (vii) a Participant’s
gross or willful misconduct, as determined by the Company.


 


SECTION 8.     Amendment
and Termination


 


(a)            Amendments
to the Plan. The Board may amend, alter, suspend, discontinue or terminate the Plan at any time; provided, however,
that, notwithstanding any other provision of the Plan or any Award Agreement, without the approval of the stockholders of the Company,
no amendment, alteration, suspension, discontinuation or termination shall be made that:


 


(i)            requires
stockholder approval under the rules or regulations of the New York Stock Exchange, any other securities exchange or the National
Association of Securities Dealers, Inc. that are applicable to the Company; or


 


(ii)            increases
the number of Shares authorized under the Plan as specified in Section 4(a) of the Plan (other than pursuant to an adjustment
pursuant to Section 4(c)).


 


(b)            Amendments
to Awards. Subject to Section 3(a)(v), the Committee may waive any conditions of or rights of the Company under any outstanding
Award, prospectively or retroactively. Except as otherwise provided herein or in an Award Agreement, the Committee may not amend,
alter, suspend, discontinue or terminate any outstanding Award, prospectively or retroactively, if such action would materially
adversely affect the rights of the holder of such Award, without the consent of the Participant or holder or beneficiary thereof.
The Committee may unilaterally amend any Award, and it will be conclusively presumed that such action will not adversely affect
the rights of the holder of such Award, if such amendment is determined by the Committee to be necessary to cause the Award to
comply with applicable laws, including Section 409A, stock exchange rules or any compensation recovery policy as provided
in Section 10(p).


 


(c)            Correction
of Defects, Omissions and Inconsistencies. The Committee may correct any defect, supply any omission or reconcile any inconsistency
in the Plan or any Award in the manner and to the extent it shall deem desirable to carry the Plan into effect.


 






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SECTION 9.     Income
Tax Withholding


 


No later than the date as of which an amount
first becomes includible in the gross income of a Participant for federal or foreign income tax purposes with respect to any Award
under the Plan, the Participant shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment
of, any federal, state, local or foreign taxes of any kind required by law to be withheld with respect to such amount. The obligations
of the Company under the Plan shall be conditional on such payment or arrangements, and the Company and its Affiliates shall, to
the extent permitted by law, be entitled to take such action and establish such procedures as it deems appropriate to withhold
or collect all applicable payroll, withholding, income or other taxes from such Participant, including without limitation withholding
applicable tax from Participant’s cash compensation paid by the Company or an Affiliate. Without limiting the foregoing,
and for avoidance of doubt, in order to assist a Participant in paying all or a portion of the federal, state, local and foreign
taxes incurred upon exercise, vesting or payment of an Award, the Committee, in its discretion and subject to such additional terms
and conditions as it may adopt, may permit the Participant to satisfy such tax obligation by (i) electing to have the Company
withhold a portion of the Shares or other property otherwise to be delivered upon exercise or receipt of (or the lapse of restrictions
relating to) such Award with a Fair Market Value equal to the amount of such taxes or (ii) delivering to the Company Shares
or other property other than Shares issuable upon exercise or receipt of (or the lapse of restrictions relating to) such Award
with a Fair Market Value equal to the amount of such taxes (subject to any limitations required by ASC Topic 718 to avoid adverse
accounting treatment). Any such election must be made on or before the date that the amount of tax to be withheld is determined.


 


SECTION 10.     General
Provisions


 


(a)            No
Rights to Awards. No Eligible Individual or other person shall have any claim to be granted any Award under the Plan, and there
is no obligation for uniformity of treatment of Eligible Individuals or holders or beneficiaries of Awards under the Plan. The
terms and conditions of Awards need not be the same with respect to any Participant or with respect to different Participants.


 


(b)            Award
Agreements. No Participant will have rights under an Award granted to such Participant unless and until an Award Agreement
shall have been duly executed on behalf of the Company and, if requested by the Company, signed by the Participant. In the event
that any provision of an Award Agreement conflicts with or is inconsistent in any respect with the terms of the Plan as set forth
herein or subsequently amended, the terms of the Plan shall control.


 


(c)            No
Rights of Stockholders. Except with respect to Shares of Restricted Stock as to which the Participant has been granted the
right to vote, neither a Participant nor the Participant’s legal representative shall be, or have any of the rights and privileges
of, a stockholder of the Company with respect to any Shares issuable to such Participant upon the exercise or payment of any Award,
in whole or in part, unless and until such Shares have been issued in the name of such Participant or such Participant’s
legal representative without restrictions thereto.


 






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(d)            No
Limit on Other Compensation Plans or Arrangements. Nothing contained in the Plan shall prevent the Company or any Affiliate
from adopting or continuing in effect other or additional compensation arrangements, and such arrangements may be either generally
applicable or applicable only in specific cases.


 


(e)            No
Right to Employment or Directorship. The grant of an Award shall not be construed as giving a Participant the right to be retained
as an employee of the Company or any Affiliate, or the right to be retained as a Director, nor will it affect in any way the right
of the Company or an Affiliate to terminate a Participant’s employment at any time, with or without cause, or remove a Director
in accordance with applicable law. In addition, the Company or an Affiliate may at any time dismiss a Participant from employment,
or remove a Director who is a Participant, free from any liability or any claim under the Plan or any Award, unless otherwise expressly
provided in the Plan or in any Award Agreement. Nothing in this Plan shall confer on any person any legal or equitable right against
the Company or any Affiliate, directly or indirectly, or give rise to any cause of action at law or in equity against the Company
or an Affiliate. Under no circumstances shall any person ceasing to be an employee or Director of the Company or any Affiliate
be entitled to any compensation for any loss of any right or benefit under the Plan which such employee or Director might otherwise
have enjoyed but for termination of employment or directorship, whether such compensation is claimed by way of damages for wrongful
or unfair dismissal, breach of contract or otherwise. By participating in the Plan, each Participant shall be deemed to have accepted
all the conditions of the Plan and the terms and conditions of any rules and regulations adopted by the Committee and shall
be fully bound thereby.


 


(f)            Governing
Law. The Plan and all Awards granted and actions taken thereunder shall be governed by and construed in accordance with the
laws of the State of Delaware, without reference to principles of conflict of laws thereof.


 


(g)            Severability.
If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction
or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed
or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination
of the Committee, materially altering the purpose or intent of the Plan or the Award, such provision shall be stricken as to such
jurisdiction or Award, and the remainder of the Plan or any such Award shall remain in full force and effect.


 


(h)            Application
to Participants Outside the United States. In the event an Award is granted to a Participant who is employed or providing services
outside the United States and who is not compensated from a payroll maintained in the United States, the Committee may, in its
sole discretion, modify the provisions of the Plan as they pertain to such individual to comply with applicable foreign law.


 






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(i)            No
Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any
kind or a fiduciary relationship between the Company or any Affiliate and an Eligible Individual or any other person. To the extent
that any person acquires a right to receive payments from the Company or any Affiliate pursuant to an Award, such right shall be
no greater than the right of any unsecured general creditor of the Company or any Affiliate.


 


(j)            Other
Benefits. No compensation or benefit awarded to or realized by any Participant under the Plan shall be included for the purpose
of computing such Participant’s compensation under any compensation-based retirement, disability, or similar plan of the
Company unless required by law or otherwise provided by such other plan.


 


(k)            No
Fractional Shares. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall
determine whether cash shall be paid in lieu of any fractional Shares or whether such fractional Shares or any rights thereto shall
be canceled, terminated or otherwise eliminated.


 


(l)            Headings.
Headings are given to the Sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings shall
not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof.


 


(m)            Section 16
Compliance. The Plan is intended to comply in all respects with Rule 16b-3 or any successor provision, as in effect from
time to time, and in all events the Plan shall be construed in accordance with the requirements of Rule 16b-3. If any Plan
provision does not comply with Rule 16b-3 as hereafter amended or interpreted, the provision shall be deemed inoperative.
The Board, in its absolute discretion, may bifurcate the Plan so as to restrict, limit or condition the use of any provision of
the Plan with respect to persons who are officers or directors subject to Section 16 of the Exchange Act without so restricting,
limiting or conditioning the Plan with respect to other Eligible Individuals.


 


(n)            Conditions
Precedent to Issuance of Shares. Shares shall not be issued pursuant to the exercise or payment of the Exercise Price or purchase
price relating to an Award unless such exercise or payment and the issuance and delivery of such Shares pursuant thereto shall
comply with all relevant provisions of law, including, without limitation, the Securities Act of 1933, as amended from time to
time, the Exchange Act, the rules and regulations promulgated thereunder, the requirements of any applicable stock exchange
and the Delaware General Corporation Law. As a condition to the exercise or payment of the Exercise Price or purchase price relating
to such Award, the Company may require that the person exercising or paying the Exercise Price or purchase price represent and
warrant that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares
if, in the opinion of counsel for the Company, such a representation and warranty is required by law.


 






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(o)            Conformance
to Section 409A. To the extent that any Award constitutes a deferral of compensation subject to Section 409A, the
following provisions shall apply notwithstanding any other provision of the Plan:


 


(i)            If
such Award provides for a change in the time or form of payment of such Award upon a Change in Control of the Company, no Change
in Control shall be deemed to have occurred upon an event described in Section 7(b) of the Plan unless such event would
also constitute a change in ownership or effective control of, or a change in the ownership of a substantial portion of the assets
of, the Company under Section 409A.


 


(ii)            If
any amount is payable under such Award upon a termination of employment or other service, a termination of employment or other
service will be deemed to have occurred only at such time as the Participant has experienced a “separation from service”
as such term is defined for purposes of Section 409A.


 


(iii)            If
any amount shall be payable with respect to any such Award as a result of a Participant’s “separation from service”
at such time as the Participant is a “specified employee,” then no payment shall be made, except as permitted under
Section 409A, prior to the first day of the seventh (7th) calendar month beginning after the Participant’s separation
from service (or the date of his or her earlier death). The Company may adopt a “specified employee identification policy”
which specifies the identification date, the effective date of any change in the key employee group, compensation definition and
other variables that are relevant in identifying specified employees, and which may include an alternative method of identifying
specified employees consistent with the regulations under Section 409A. In the absence of any such policy or policy provision,
for purposes of the above, the “identification date” is each December 31st, and an employee who satisfies the
above conditions will be considered to be a “specified employee” from April 1st following the identification date
to March 31st of the following year, and the compensation and other variables, and special rules for corporate events
and special rules relating to nonresident aliens, that is necessary in identifying specified employees will be determined
and applied in accordance with the defaults specified in the regulations under Section 409A. Any Specified Employee Identification
Policy will apply uniformly to all nonqualified deferred compensation plans subject to Section 409A that are maintained by
the Company or an Affiliate.


 


To the extent the Committee elects to exercise its discretion
to permit or require a Participant to defer receipt of cash or Shares that would otherwise be due to him or her under the Plan
upon the vesting or settlement of any Award, such deferral shall occur in accordance with a written plan, rules or procedures
adopted for that purpose by the Committee. Any such plan, rules or procedures will be intended to comply with the requirements
of Section 409A, including those with respect to the time when a deferral election may be made, the period of the deferral
and the events that would result in the payment of the deferred amount. Notwithstanding anything in the Plan or any Award Agreement
to the contrary, each Participant shall be solely responsible for the tax consequences of Awards, and in no event shall the Company
have any responsibility or liability if an Award does not meet any applicable requirements of section 409A. Although the Company
intends to administer the Plan to prevent taxation under section 409A, the Company does not represent or warrant that the Plan
or any Award complies with Section 409A or any other provision of federal, state, local or other tax law.


 






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(p)            Compensation
Recovery Policy. Awards and any compensation associated therewith may be made subject to forfeiture, recovery by the Company
or other action pursuant to any compensation recovery policy adopted by the Board or the Committee at any time, including in response
to the requirements of Section 10D of the Exchange Act and any implementing rules and regulations thereunder, or as otherwise
required by law. Any Award Agreement evidencing an outstanding Award may be unilaterally amended by the Committee to comply with
any such compensation recovery policy.


 


SECTION 11.     Effective
Date of Plan


 


The Plan originally became effective in
December 2003, and amendments to and/or restatements of the Plan were approved by the Company’s stockholders and became
effective on April 28, 2004, May 2, 2006, May 7, 2008, May 7, 2009, May 8, 2013 and June 30, 2015.
The Board approved the most recent amendment and restatement of the Plan on February 13, 2020, subject to approval by the
Company’s stockholders, and the Plan as so amended and restated shall be effective upon the date of such stockholder approval
(the “Effective Date”). If the Company’s stockholders fail to approve such amendment and restatement of the Plan
by June 30, 2020, the Plan will continue in effect in the form in which it existed immediately prior to that date.


 


SECTION 12.Term of
the Plan


 


The Plan will terminate on the tenth anniversary
of the Effective Date or any earlier date of discontinuation or termination established pursuant to Section 9 of the Plan.
However, unless otherwise expressly provided in the Plan or in an applicable Award Agreement, any Award theretofore granted may
extend beyond such date, and the authority of the Committee provided for hereunder with respect to the Plan and any Awards, and
the authority of the Board to amend the Plan, shall extend beyond the termination of the Plan.


 






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