Exhibit 10.1


 


Cellectar Biosciences, Inc.


 


2021 STOCK INCENTIVE PLAN


 


SECTION 1. General Purpose of the Plan; Definitions


 


The purpose of this 2021 Stock Incentive Plan (the
 “Plan”) is to encourage and enable officers and employees of, and other persons providing services to, Cellectar Biosciences,
Inc. (the “Company”) and its Subsidiaries (as defined below) to acquire a proprietary interest in the Company. It is anticipated
that providing such persons with a direct stake in the Company’s welfare will assure a closer identification of their interests
with those of the Company and its stockholders, thereby stimulating their efforts on the Company’s behalf and strengthening their
desire to remain with the Company.


 


The following terms shall be defined as set forth
below:


 


“Award” or “Awards”, except
where referring to a particular category of grant under the Plan, shall include Incentive Stock Options, Non-Statutory Stock Options,
Restricted Stock Awards, Unrestricted Stock Awards, Performance Share Awards, Stock Appreciation Rights and Restricted Stock Units. Awards
shall be evidenced by a written agreement (which may be in electronic form and may be electronically acknowledged and accepted by the
recipient) containing such terms and conditions not inconsistent with the provisions of this Plan as the Committee shall determine.


 


“Board” means the Board of Directors
of the Company.


 


“Cause” shall mean, with respect to
any Award holder, a determination by the Company (including the Board) or any Subsidiary that the Holder’s employment or other relationship
with the Company or any such Subsidiary should be terminated as a result of (i) a material breach by the Award holder of any agreement
to which the Award holder and the Company (or any such Subsidiary) are parties, (ii) any act (other than retirement) or omission to act
by the Award holder that may have a material and adverse effect on the business of the Company, such Subsidiary or any other Subsidiary
or on the Award holder’s ability to perform services for the Company or any such Subsidiary, including, without limitation, the
proven or admitted commission of any crime (other than an ordinary traffic violation), or (iii) any material misconduct or material neglect
of duties by the Award holder in connection with the business or affairs of the Company or any such Subsidiary.


 


“Change of Control” shall have the
meaning set forth in Section 16.


 


“Code” means the Internal Revenue Code
of 1986, as amended, and any successor Code, and related rules, regulations and interpretations.


 


“Committee” shall have the meaning
set forth in Section 2.


 


“Disability” means disability as set
forth in Section 22(e)(3) of the Code.


 


“Effective Date” shall mean March 4,
2021.


 


“Eligible Person” shall have the meaning
set forth in Section 4.


 


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


 


“Fair Market Value” on any given date
means the closing price per share of the Stock on such date as reported by such registered national securities exchange on which the Stock
is listed, or, if the Stock is not listed on such an exchange, as quoted in the Over-the-Counter Market provided, that, if there is no
trading on such date, Fair Market Value shall be deemed to be the closing price per share on the last preceding date on which the Stock
was traded. If the Stock is not listed on any registered national securities exchange or quoted in the Over-the-Counter Market, the Fair
Market Value of the Stock shall be determined in good faith by the Committee.


 






    	 



     


    

 


“Incentive Stock Option” means any
Stock Option designated and qualified as an “incentive stock option” as defined in Section 422 of the Code.


 


“Non-Employee Director” means any director
who: (i) is not currently an officer of the Company or a Subsidiary, or otherwise currently employed by the Company or a Subsidiary, (ii)
does not receive compensation, either directly or indirectly, from the Company or a Subsidiary, for services rendered as a consultant
or in any capacity other than as a director, except for an amount that does not exceed the dollar amount for which disclosure would be
required pursuant to Rule 404(a) of Regulation S-K promulgated by the SEC, (iii) does not possess an interest in any other transaction
for which disclosure would be required pursuant to Rule 404(a) of Regulation S-K, (iv) is not engaged in a business relationship for which
disclosure would be required pursuant to Rule 404(b) of Regulation S-K and (v) otherwise meets the requirements under applicable law and
the stock exchange on which the Common Stock are then traded.


 


“Non-Statutory Stock Option” means
any Stock Option that is not an Incentive Stock Option.


 


“Option” or “Stock Option”
means any option to purchase shares of Stock granted pursuant to Section 5.


 


“Performance Goals” means, for a Performance
Period, the one or more goals established by the Committee for the Performance Period based upon business criteria or other performance
measures determined by the Committee in its discretion.


 


“Performance Period” means one or more
periods of time, which may be of varying and overlapping durations, as the Committee may select, over which the attainment of one or more
Performance Goals will be measured for the purpose of determining a recipient’s right to and the payment of a Performance-Based
Award granted pursuant to Section 11.


 


“Performance Share Award” means an
Award pursuant to Section 8.


 


“Restricted Stock Award” means an Award
granted pursuant to Section 6.


 


“Restricted Stock Unit” means an Award
granted pursuant to Section 10.


 


“SEC” means the Securities and Exchange
Commission or any successor authority.


 


“Section 409A” means Section 409A of
the Code and the regulations and other guidance promulgated thereunder.


 


“Stock” means the common stock, $0.00001
par value per share, of the Company, subject to adjustments pursuant to Section 3.


 


“Stock Appreciation Right” means an
Award granted pursuant to Section 9.


 


“Subsidiary” means any subsidiary corporation
of the Company, as defined in Section 424 of the Code.


 


“Termination Date” means the date,
as determined by the Committee, that an individual’s employment or service relationship, as applicable, with the Company or a Subsidiary
terminates for any reason.


 


“Unrestricted Stock Award” means Awards
granted pursuant to Section 7.


 


SECTION 2. Administration of Plan; Committee Authority to Select
Participants and Determine Awards.


 


(a) Committee. It is intended that the Plan
shall be administered by the Compensation Committee of the Board (the “Committee”), consisting of not less than two (2) persons
each of whom qualifies as a Non-Employee Director, but, except as required by law, the authority and validity of any act taken or not
taken by the Committee shall not be affected if any person administering the Plan is not a Non-Employee Director. Except as specifically
reserved to the Board under the terms of the Plan, and subject to any limitations set forth in the charter of the Committee, the Committee shall have full and final authority to operate,
manage and administer the Plan on behalf of the Company.


 




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(b) Powers of Committee. The Committee shall
have the power and authority to grant and modify Awards consistent with the terms of the Plan, including the power and authority:


 


(i) to select the persons to whom Awards may from
time to time be granted;


 


(ii) to determine the time or times of grant, and
the extent, if any, of Incentive Stock Options, Non-Statutory Stock Options, Restricted Stock, Unrestricted Stock, Performance Shares
and Stock Appreciation Rights, or any combination of the foregoing, granted to any one or more participants;


 


(iii) to determine the number of shares to be covered
by any Award;


 


(iv) to determine and modify the terms and conditions,
including restrictions, not inconsistent with the terms of the Plan, of any Award, which terms and conditions may differ among individual
Awards and participants, and to approve the form of written instruments evidencing the Awards, except that repricing of Stock Options
and Stock Appreciation Right and a cash buyout of underwater Stock Options for cash shall not be permitted without stockholder approval;
provided, however, that that if any such amendment impairs a Participant's rights or increases a Participant's obligations under his or
her Award or creates or increases a Participant's federal income tax liability with respect to an Award, such amendment shall also be
subject to the Participant's consent;


 


(v) to accelerate the exercisability or vesting of
all or any portion of any Award;


 


(vi) to extend the period in which any outstanding
Stock Option or Stock Appreciation Right may be exercised; and


 


(vii) to adopt, alter and repeal such rules, guidelines
and practices for administration of the Plan and for its own acts and proceedings as it shall deem advisable; to interpret the terms and
provisions of the Plan and any Award (including related written instruments); to make all determinations it deems advisable for the administration
of the Plan; to decide all disputes arising in connection with the Plan; and to otherwise supervise the administration of the Plan.


 


All decisions and interpretations of the Committee
shall be binding on all persons, including the Company and Plan participants. No member or former member of the Committee or the Board
shall be liable for any action or determination made in good faith with respect to this Plan.


 


SECTION 3. Shares Issuable under the Plan; Mergers; Substitution.


 


(a) Shares Issuable. The maximum number
of shares of Stock which may be issued in respect of Awards (including Stock Appreciation Rights) granted under the Plan, subject to adjustment
upon changes in capitalization of the Company as provided in this Section 3, shall be 6,000,000 shares, plus an additional number of shares,
that are currently available under the Company’s Amended and Restated 2015 Stock Incentive Plan (the “2015 Plan”) Amended
and Restated 2006 Stock Incentive Plan (the “2006 Plan”) or may be added back to the Plan pursuant to the next sentence, in
each case subject to adjustment upon changes in capitalization of the Company as provided in this Section 3. All of the shares described
in the previous sentence may be granted as Incentive Stock Options. For purposes of this limitation, the shares of Stock underlying any
Awards, or awards under the 2015 Plan or 2006 Plan, as applicable, which are forfeited, cancelled, reacquired by the Company or otherwise
terminated (other than (i) Shares tendered as payment for an option exercise; (ii) Shares withheld to cover taxes; (iii) Shares added
back that have been repurchased by the Company using stock option proceeds; and (iv) stock-settled awards where only the actual shares
delivered count against the Plan) shall be added back to the shares of Stock with respect to which Awards may be granted under the Plan.
Shares issued under the Plan may be authorized but unissued shares or shares reacquired by the Company.


 










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(b) Change in Stock. Subject to Section 16 hereof, if, as
a result of any reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other
similar change in the Company’s capital stock, the outstanding shares of Stock are increased or decreased or are exchanged for
a different number or kind of shares or other securities of the Company, or additional shares or new or different shares or other
securities of the Company or other non-cash assets are distributed with respect to such shares of Stock or other securities, or, if,
as a result of any merger or consolidation, sale of all or substantially all of the assets of the Company, the outstanding shares of
Stock are converted into or exchanged for a different number or kind of securities of the Company or any successor entity (or a
parent or subsidiary thereof), the Committee shall make an appropriate or proportionate adjustment in (i) the maximum number of
shares reserved for issuance under the Plan, (ii) the number of shares of Stock that can be granted to any one individual recipient,
(iii) the maximum number of shares that may be granted under a Performance-Based Award, (iv) the number and kind of shares or other
securities subject to any then outstanding Awards under the Plan, (v) the repurchase price per share subject to each outstanding
Restricted Stock Award, and (vi) the price for each share subject to any then outstanding Stock Options and Stock Appreciation
Rights under the Plan, without changing the aggregate exercise price (i.e., the exercise price multiplied by the number of Stock
Options or Stock Appreciation Rights) as to which such Stock Options and Stock Appreciation Rights remain exercisable. The
adjustment by the Committee shall be final, binding and conclusive. No fractional shares of Stock shall be issued under the Plan
resulting from any such adjustment, but the Committee in its discretion may make a cash payment in lieu of fractional shares.


 


(c) Substitute Awards. The Committee may
grant Awards under the Plan in substitution for stock and stock based awards held by employees of another corporation who concurrently
become employees of the Company or a Subsidiary as the result of a merger or consolidation of the employing corporation with the Company
or a Subsidiary or the acquisition by the Company or a Subsidiary of property or stock of the 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.
Any substitute Awards granted under the Plan shall not count against the share limitation applicable to individuals set forth in the penultimate
sentence of Section 3(a).


 


SECTION 4. Eligibility.


 


Incentive Stock Options may be granted to employees
(including officer and directors who are also employees) of the Company or a Subsidiary, and all other Awards may be granted to officers,
directors and employees of, and consultants and advisers to, the Company and its Subsidiaries (all such persons, “Eligible Persons”).


 


SECTION 5. Stock Options.


 


Any Stock Option granted under the Plan shall be
in such form as the Committee may from time to time approve.


 


Stock Options granted under the Plan may be either
Incentive Stock Options (subject to compliance with applicable law) or Non-Statutory Stock Options. Unless otherwise so designated, an
Option shall be a Non-Statutory Stock Option. To the extent that any option does not qualify as an Incentive Stock Option, it shall constitute
a Non-Statutory Stock Option.


 


No Incentive Stock Option shall be granted under
the Plan after the tenth anniversary of the date of adoption of the Plan by the Board.


 


Stock Options granted pursuant to this Section
5 shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Committee shall deem desirable.


 


(a) Exercise Price. The exercise price per
share for the Stock covered by a Stock Option granted pursuant to this Section 5 shall be determined by the Committee at the time of grant
but shall be not less than one hundred percent (100%) of Fair Market Value on the date of grant. If an employee owns or is deemed to own
(by reason of the attribution rules applicable under Section 424(d) of the Code) more than ten percent (10%) of the combined voting power
of all classes of stock of the Company or any subsidiary or parent corporation and an Incentive Stock Option is granted to such employee,
the option price shall be not less than one hundred ten percent (110%) of Fair Market Value on the date of grant.


 




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(b) Option Term. The term of each Stock
Option shall be fixed by the Committee, but no Stock Option shall be exercisable more than ten (10) years after the date the option is
granted. If an employee owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than ten percent
(10%) of the combined voting power of all classes of stock of the Company or any subsidiary or parent corporation and an Incentive Stock
Option is granted to such employee, the term of such option shall be no more than five (5) years from the date of grant.


 


(c) Exercisability; Rights of a Stockholder.
Stock Options shall become vested and exercisable at such time or times, whether or not in installments, as shall be determined by the
Committee. The Committee may at any time accelerate the exercisability of all or any portion of any Stock Option. An optionee shall have
the rights of a stockholder only as to shares acquired upon the exercise of a Stock Option and not as to unexercised Stock Options.


 


(d) Method of Exercise. Stock Options may
be exercised in whole or in part, by delivering written notice of exercise to the Company, specifying the number of shares to be purchased.
Payment of the purchase price may be made by delivery of cash or bank check or other instrument acceptable to the Committee in an amount
equal to the exercise price of such Options, or, to the extent provided in the applicable Option Agreement, by one or more of the following
methods:


 


(i) by delivery to the Company of (or attestation
to the ownership of) shares of Stock, not subject to restrictions under any Company plan, having a Fair Market Value equal in amount to
the aggregate exercise price of the Options being exercised; or


 


(ii) if the class of Stock is registered under the
Exchange Act at such time, by delivery to the Company of a properly executed exercise notice along with irrevocable instructions to a
broker to deliver promptly to the Company cash or a check payable and acceptable to the Company for the purchase price; provided that
in the event that the optionee chooses to pay the purchase price as so provided, the optionee and the broker shall comply with such procedures
and enter into such agreements of indemnity and other agreements as the Committee shall prescribe as a condition of such payment procedure
(including, in the case of an optionee who is an executive officer of the Company, such procedures and agreements as the Committee deems
appropriate in order to avoid any extension of credit in the form of a personal loan to such officer). The Company need not act upon such
exercise notice until the Company receives full payment of the exercise price; or


 


(iii) by reducing the number of Option shares otherwise
issuable to the optionee upon exercise of the Option by a number of shares of Common Stock having a Fair Market Value equal to such aggregate
exercise price of the Options being exercised; or


 


(iv) by any combination of such methods of payment.


 


The delivery of certificates representing shares
of Stock to be purchased pursuant to the exercise of a Stock Option will be contingent upon receipt from the optionee (or a purchaser
acting in his stead in accordance with the provisions of the Stock Option) by the Company of the full purchase price for such shares and
the fulfillment of any other requirements contained in the Stock Option or imposed by applicable law.


 


(e) Non-transferability of Options. Except
as the Committee may provide with respect to a Non-Statutory Stock Option, no Stock Option shall be transferable other than by will or
by the laws of descent and distribution and all Stock Options shall be exercisable, during the optionee’s lifetime, only by the
optionee.


 


(f) Annual Limit on Incentive Stock Options.
To the extent required for “incentive stock option” treatment under Section 422 of the Code, the aggregate Fair Market Value
(determined as of the time of grant) of the Stock with respect to which Incentive Stock Options granted under this Plan and any other
plan of the Company or its Subsidiaries become exercisable for the first time by an optionee during any calendar year shall not exceed
$100,000.


 










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(g) Exercise Period following Termination.
When an optionee’s employment (or other service relationship) with the Company and its Subsidiaries terminates, the optionee’s
Stock Options may be exercised within the period of time specified in the agreement evidencing the Option, to the extent that the Option
is vested on the optionee’s Termination Date. In the absence of a specific period of time set forth
in such agreement, Stock Options shall remain exercisable (to the extent vested on the optionee’s Termination Date): (i) for 90
days following the Termination Date upon retirement or any termination by us without cause; or (ii) for 30 days following voluntary termination
by the optionee; or (iii) for 90 days following the Disability of the optionee; or (iv) for 180 days following the Termination Date upon
termination for death; provided however that in no event shall any Option be exercisable after the expiration of the term of such Option;
and provided further that in the event that an optionee’s employment with the Company or a Subsidiary has been terminated by the
Company for Cause, as determined by the Committee in its sole discretion, any Stock Option held by such optionee shall immediately terminate
and be of no further force and effect.


 


(h) No Dividend Rights. Prior to exercise,
Stock Options shall not have a right to receive dividend payments or dividend equivalent payments.


 


SECTION 6. Restricted Stock Awards.


 


(a) Nature of Restricted Stock Award. The
Committee in its discretion may grant Restricted Stock Awards to any Eligible Person, entitling the recipient to acquire, for such purchase
price, if any, as may be determined by the Committee, shares of Stock subject to such restrictions and conditions as the Committee may
determine at the time of grant (“Restricted Stock”), including continued employment and/or achievement of pre-established
performance goals and objectives.


 


(b) Acceptance of Award. A participant who
is granted a Restricted Stock Award shall have no rights with respect to such Award unless the participant shall have accepted the Award
within sixty (60) days (or such shorter date as the Committee may specify) following the award date by making payment to the Company of
the specified purchase price, if any, of the shares covered by the Award and by executing and delivering to the Company a written instrument
that sets forth the terms and conditions applicable to the Restricted Stock in such form as the Committee shall determine.


 


(c) Rights as a Stockholder. Upon complying
with Section 6(b) above, a participant shall have all the rights of a stockholder with respect to the Restricted Stock, including voting
rights, subject to non-transferability restrictions and Company repurchase or forfeiture rights described in this Section 6 and subject
to such other conditions contained in the written instrument evidencing the Restricted Award. Unless the Committee shall otherwise determine,
certificates evidencing shares of Restricted Stock Award shall remain in the possession of the Company until such shares are vested as
provided in Section 6(e) below.


 


(d) Restrictions. Shares of Restricted Stock
may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of except as specifically provided herein. In the
event of termination of employment by the Company and its Subsidiaries for any reason (including death, Disability, Normal Retirement
and for Cause), any shares of Restricted Stock which have not then vested shall automatically be forfeited to the Company.


 


(e) Vesting of Restricted Stock. The Committee
at the time of grant shall specify the date or dates and/or the attainment of pre-established performance goals, objectives and other
conditions on which the non-transferability of the Restricted Stock and the Company’s right of forfeiture shall lapse. Subsequent
to such date or dates and/or the attainment of such pre-established performance goals, objectives and other conditions, the shares on
which all restrictions have lapsed shall no longer be Restricted Stock and shall be deemed “vested.” The Committee at any
time may accelerate such date or dates and otherwise waive or, subject to Section 14, amend any conditions of the Award.


 


(f) No Dividend Rights. Unvested shares
of Restricted Stock shall not have a right to receive dividend payments or dividend equivalent payments with respect to unvested shares
of Restricted Stock.


 


SECTION 7. Unrestricted Stock Awards.


 


(a) Grant or Sale of Unrestricted Stock.
The Committee in its discretion may grant or sell to any Eligible Person shares of Stock free of any restrictions under the Plan (“Unrestricted
Stock”) at a purchase price determined by the Committee. Shares of Unrestricted Stock may be granted or sold
as described in the preceding sentence in respect of past services or other valid consideration.


 




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(b) Restrictions on Transfers. The right
to receive unrestricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered, other than by will or the laws
of descent and distribution.


 


SECTION 8. Performance Share Awards.


 


A Performance Share Award is an award entitling
the recipient to acquire shares of Stock upon the attainment of specified Performance Goals; provided however that the Committee, in its
discretion, may provide either at the time of grant or at the time of settlement that a Performance Share Award will be settled in cash.
The Committee may make Performance Share Awards independent of or in connection with the granting of any other Award under the Plan. Performance
Share Awards may be granted under the Plan to any Eligible Person. The Committee in its discretion shall determine whether and to whom
Performance Share Awards shall be made, the performance goals applicable under each such Award (which may include, without limitation,
continued employment by the recipient or a specified achievement by the recipient, the Company or any business unit of the Company), the
periods during which performance is to be measured, and all other limitations and conditions applicable to the Award or the Stock issuable
thereunder. Upon the attainment of the specified performance goal shares of Stock (or cash, as applicable) shall be issued pursuant to
the Performance Share Award as soon as practicable thereafter, but in no event later than two and one-half months after the calendar year
in which such performance goal is attained.


 


SECTION 9. Stock Appreciation Rights.


 


The Committee in its discretion may grant Stock
Appreciation Rights to any Eligible Person. A Stock Appreciation Right shall entitle the participant upon exercise thereof to receive
from the Company, upon written request to the Company at its principal offices (the “Request”), a number of shares of Stock,
a cash payment, or a combination of shares and cash (as provided in the Stock Appreciation Right) having an aggregate Fair Market Value
equal to the product of (a) the excess of Fair Market Value, on the date of such Request, over the exercise price per share of Stock specified
in such Stock Appreciation Right (which exercise price shall be not less than one hundred percent (100%) of Fair Market Value on the date
of grant), multiplied by (b) the number of shares of Stock for which such Stock Appreciation Right shall be exercised. Any Stock Appreciation
Right granted under the Plan shall contain such terms and conditions with respect to its termination as the Committee, in its discretion,
may from time to time determine; provided however that the term of a Stock Appreciation Right shall not exceed ten years. Stock Appreciation
Fights shall not have a right to receive dividend payments or dividend equivalent payments.


 


SECTION 10. Restricted Stock Units.


 


A Restricted Stock Unit is a bookkeeping entry
representing the right to receive, upon its vesting, one share of Stock (or a percentage or multiple of one share of Stock if so specified
in the agreement evidencing the Award) for each Restricted Stock Unit awarded to a recipient and represents an unfunded and unsecured
obligation of the Company. The Committee shall determine the restrictions and conditions applicable to each Restricted Stock Unit at the
time of grant. Conditions may be based on continuing employment (or other service relationship) and/or achievement of pre-established
performance goals and objectives. At the end of the vesting period, the Restricted Stock Units, to the extent vested, shall be settled
in the form of shares of Stock. Notwithstanding the foregoing, the Committee, in its discretion, may determine either at the time of grant
or at the time of settlement, that a Restricted Stock Unit shall be settled in cash. Except to the extent that the Committee provides
otherwise, a recipient’s right in all Restricted Stock Units that have not vested shall automatically terminate immediately following
the recipient’s termination of employment (or cessation of service relationship) with the Company and its Subsidiaries. Restricted
Stock Units shall not have a right to receive dividend payments or dividend equivalent payments with respect to unvested shares of Restricted
Stock Units.


 


SECTION 11. Performance-Based Awards.


 


(a) Performance-Based Awards. A Performance-Based
Award shall be payable upon the attainment of Performance Goals that are established by the Committee, in each case on a specified date
or dates or over any period or periods determined by the Committee. The Committee shall
define in an objective fashion the manner of calculating the Performance Goals it selects to use for any Performance Period. The Committee,
in its discretion, may adjust or modify the calculation of Performance Goals for such Performance Period in order to prevent the dilution
or enlargement of the rights of an individual (i) in the event of, or in anticipation of, any unusual or extraordinary corporate item,
transaction, event or development, (ii) in recognition of, or in anticipation of, any other unusual or nonrecurring events affecting the
Company, or the financial statements of the Company, or (iii) in response to, or in anticipation of, changes in applicable laws, regulations,
accounting principles, or business conditions; provided, however, that the Committee may not exercise such discretion in a manner that
would increase the amount of the Performance-Based Award.


 




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(b) Grant of Performance-Based Awards. With
respect to each Performance-Based Award, the Committee shall select the Performance Goals for such grant (including a threshold level
of performance below which no amount will become payable with respect to such Award). Each Performance-Based Award will specify the amount
payable, or the formula for determining the amount payable, upon achievement of the various applicable Performance Goals.


 


(c) Payment of Performance-Based Awards. Following
the completion of a Performance Period, the Committee shall review and certify in writing whether, and to what extent, the Performance
Goals for the Performance Period have been achieved and, if so, shall calculate and certify in writing the amount of the Performance-Based
Awards earned for the Performance Period. The Committee shall then determine the actual size of each recipient’s Performance-Based
Award, and, in doing so, may reduce (but not increase) or eliminate the amount of the Performance-Based Award if, in its sole judgment,
such reduction or elimination is appropriate.


 


(d) No Dividend Rights. Performance-Based
Awards shall not have a right to receive dividend payments or dividend equivalent payments.


 


SECTION 12. Tax Withholding.


 


(a) Payment by Participant. Each participant
shall, no later than the date as of which the value of an Award or of any Stock or other amounts received thereunder first becomes includable
in the gross income of the participant for Federal income tax purposes, pay to the Company, or make arrangements satisfactory to the Committee
regarding payment of any Federal, state, local and/or payroll taxes of any kind required by law to be withheld with respect to such income.
The Company and its Subsidiaries shall, 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.


 


(b) Payment in Shares. The
Committee may provide, in an award agreement, that the Participant may direct the Company to satisfy such Participant’s tax withholding
obligations through the withholding of Shares otherwise to be acquired upon the exercise or payment of such Award; provided, that,
in such case, the number of Shares that shall be so withheld shall be limited to the number of Shares having an aggregate Fair Market
Value on the date of withholding equal to the aggregate amount of such tax withholding obligations determined based on an amount that
is up to the applicable maximum statutory tax withholding requirements; provided, that the exercise of such discretion by the Committee
would not cause an Award otherwise classified as an equity award under ASC Topic 718 to be classified as a liability award under ASC Topic
718.


 


(c) Notwithstanding
any provision of this Plan, each Participant is solely responsible and liable for the satisfaction of all taxes and penalties of any kind
and with respect to any tax jurisdiction that may be imposed on or for the account of such Participant in connection with the Plan.


 


SECTION 13. Transfer and Leave of Absence.


 


For purposes of the Plan, the following events
shall not be deemed a termination of employment:


 


(a) a transfer to the employment of the Company
from a Subsidiary or from the Company to a Subsidiary, or from one Subsidiary to another;


 




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(b) an approved leave of absence for military service
or sickness, or for any other purpose approved by the Company, if the employee’s right to re-employment is guaranteed either by
a statute or by contract or under the policy pursuant to which the leave of absence was granted or if the Committee otherwise so provides
in writing; provided, that the vesting date or dates of any unvested Award held by such employee shall automatically be extended by a
period of time equal to the period of such approved leave of absence.


 


SECTION 14. Amendments and Termination.


 


The Board may at any time amend or discontinue
the Plan and the Committee may at any time amend or cancel any outstanding Award for the purpose of satisfying changes in law or for any
other lawful purpose, but no such action shall adversely affect rights under any outstanding Award without the holder’s consent.
Notwithstanding the foregoing, neither the Board nor the Committee shall have the power or authority to decrease the exercise price of
any outstanding Stock Option or Stock Appreciation Right, whether through amendment, cancellation and regrant, exchange or any other means,
except for changes made pursuant to Section 3(b).


 


This Plan shall terminate as of the tenth anniversary
of its Effective Date. The Board may terminate this Plan at any earlier time for any reason. No Award may be granted after the Plan has
been terminated. No Award granted while this Plan is in effect shall be adversely altered or impaired by termination of this Plan, except
upon the consent of the holder of such Award. The power of the Committee to construe and interpret this Plan and the Awards granted prior
to the termination of this Plan shall continue after such termination.


 


SECTION 15. Status of Plan.


 


With respect to the portion of any Award which
has not been exercised and any payments in cash, Stock or other consideration not received by a participant, a participant shall have
no rights greater than those of a general creditor of the Company unless the Committee shall otherwise expressly determine in connection
with any Award or Awards.


 


SECTION 16. Change of Control Provisions.


 


(a) Upon the occurrence of a Change of Control
as defined in this Section 16, the Committee in its discretion may, at the time an Award is made or at any time thereafter, take one or
more of the following actions: (i) provide for the acceleration of any time period relating to the exercise or payment of the Award; (ii)
provide for termination of any Awards not exercised prior to the occurrence of a Change in Control; (iii) provide for payment to the holder
of the Award of cash or other property with a Fair Market Value equal to the amount that would have been received upon the exercise or
payment of the Award had the Award been exercised or paid upon the Change in Control in exchange for cancellation of the Award; (iv) adjust
the terms of the Award in a manner determined by the Committee to reflect the Change in Control; (v) cause the Award to be assumed, or
new rights substituted therefor, by another entity; or (vi) make such other provision as the Committee may consider equitable to the holders
of Awards and in the best interests of the Company.


 


(b) “Change of Control” shall
mean: (a) with respect to an Award that is subject to section 409A of the Code, the occurrence of any event which constitutes a change
of control under section 409A of the Code, including any regulations promulgated pursuant thereto; and (b) with respect to any other Award,
the occurrence of any of the following events:


 


(i) any “person” (as such term is used
in Sections 13(d) and 14(d)(2) of the Exchange Act) becomes, after the Effective Date of this Plan, a “beneficial owner” (as
such term is defined in Rule 13d-3 promulgated under the Exchange Act) (other than the Company, any trustee or other fiduciary holding
securities under an employee benefit plan of the Company, or any corporation owned, directly or indirectly, by the stockholders of the
Company in substantially the same proportions as their ownership of stock of the Company), directly or indirectly, of securities of the
Company representing more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities; or


 










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(ii) the consummation of a merger or consolidation of the Company
with any other corporation or other entity, other than a merger or consolidation which would result in the voting securities of the
Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into
voting securities of the surviving entity) more than fifty percent (50%) of the combined voting power of the voting securities of
the Company or such surviving entity outstanding immediately after such merger or consolidation; or


 


(iii) the closing of a sale or other disposition
by the Company of all or substantially all of the assets of the Company;


 


(iv) individuals who constitute the Board on the
Effective Date (“Incumbent Directors”) cease for any reason to constitute at least a majority of the Board; provided,
that any individual who becomes a member of the Board subsequent to the Effective Date, whose election or nomination for election was
approved by a vote of at least two-thirds of the Incumbent Directors shall be treated as an Incumbent Director unless he or she assumed
office as a result of an actual or threatened election contest with respect to the election or removal of directors; or


 


(v) a complete liquidation or dissolution
of the Company.


 


SECTION 17. General Provisions.


 


(a) No Distribution; Compliance with Legal Requirements.
The Committee may require each person acquiring shares pursuant to an Award to represent to and agree with the Company in writing that
such person is acquiring the shares without a view to distribution thereof.


 


No shares of Stock shall be issued pursuant to
an Award until all applicable securities laws and other legal and stock exchange requirements have been satisfied. The Committee may require
the placing of such stop orders and restrictive legends on certificates for Stock and Awards as it deems appropriate.


 


No Award under the Plan shall be a nonqualified
deferred compensation plan, as defined in Code Section 409A, unless such Award meets in form and in operation the requirements of Code
Section 409A(a)(2),(3), and (4).


 


Notwithstanding anything to the contrary contained
in this Plan, Awards may be made to an individual who is a foreign national or employed or performing services outside of the United States
on such terms and conditions different from those specified in the Plan as the Committee considers necessary or advisable to achieve the
purposes of the Plan or to comply with applicable laws.


 


(b) Delivery of Stock Certificates. Delivery
of stock certificates to participants under this Plan shall be deemed effected for all purposes when the Company or a stock transfer agent
of the Company shall have delivered such certificates in the United States mail, addressed to the participant, at the participant’s
last known address on file with the Company. In lieu of delivery of stock certificates, the Company may, to the extent permitted by law
and the Certificate of Incorporation and by-laws of the Company, issue shares of Stock hereunder in book entry form.


 


(c) Other Compensation Arrangements; No Employment
Rights. Nothing contained in this Plan shall prevent the Board from adopting other or additional compensation arrangements, including
trusts, subject to stockholder approval if such approval is required; and such arrangements may be either generally applicable or applicable
only in specific cases. The adoption of the Plan or any Award under the Plan does not confer upon any employee any right to continued
employment with the Company or any Subsidiary.


 


(d) Trading Policy Restrictions. Option
exercises and other Awards under the Plan shall be subject to the Company’s insider trading policy, as in effect from time to time.


 


(e) Lock-Up Agreement. By accepting any
Award, the recipient shall be deemed to have agreed that, if so requested by the Company or by the underwriters managing any underwritten
offering of the Company’s securities, the recipient will not, without the prior written consent of the Company or such underwriters,
as the case may be, sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any shares subject
to any such Award during the Lock-up Period, as defined below. The “Lock-Up Period” shall mean a period of time not exceeding
180 days or, if greater, such number of days as shall have been agreed to by each director and executive officer of the Company in connection
with such offering in a substantially similar lock-up agreement by which each such director and executive officer is bound. If requested
by the Company or such underwriters, the recipient shall enter into an agreement with such underwriters consistent with the foregoing.


 




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(f) Section 409A Awards. The Plan is intended
to comply with Section 409A of the Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, the Plan shall
be interpreted and administered to be in compliance therewith. Any payments described in the Plan that are due within the "short-term
deferral period" as defined in Section 409A of the Code shall not be treated as deferred compensation unless Applicable Laws require
otherwise. Notwithstanding anything to the contrary in the Plan, to the extent required to avoid accelerated taxation and tax penalties
under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to the
Plan during the six (6) month period immediately following the Participant's termination of Continuous Service shall instead be paid on
the first payroll date after the six-month anniversary of the Participant's separation from service (or the Participant's death, if earlier).
Notwithstanding the foregoing, neither the Company nor the Committee shall have any obligation to take any action to prevent the assessment
of any additional tax or penalty on any Participant under Section 409A of the Code and neither the Company nor the Committee will have
any liability to any Participant for such tax or penalty.


 


(g) Section 16. It is the intent of the
Company that the Plan satisfy, and be interpreted in a manner that satisfies, the applicable requirements of Rule 16b-3 as promulgated
under Section 16 of the Exchange Act so that Participants will be entitled to the benefit of Rule 16b-3, or any other rule promulgated
under Section 16 of the Exchange Act, and will not be subject to short-swing liability under Section 16 of the Exchange Act. Accordingly,
if the operation of any provision of the Plan would conflict with the intent expressed in this Section 17(g), such provision to the extent
possible shall be interpreted and/or deemed amended so as to avoid such conflict.


 


(h) No
Fractional Shares. No fractional shares of Common Stock shall be issued or delivered pursuant to the Plan. The Committee shall determine
whether cash, additional Awards or other securities or property shall be issued or paid in lieu of fractional shares of Common Stock or
whether any fractional shares should be rounded, forfeited or otherwise eliminated.


 


SECTION 18. Effective Date.


 


The Plan is effective as of March 4, 2021, subject
to approval by the holders of a majority of the shares of stock of the Company present or represented and entitled to vote at a meeting
of stockholders at which a quorum is present or by written consent of the stockholders.


 


SECTION 19. Governing Law.


 


This Plan shall be governed by, and construed and
enforced in accordance with, the substantive laws of the State of Delaware without regard to its principles of conflicts of laws.


 






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