Exhibit 4.2


 


 


CREATIVE REALITIES, INC.

2014 STOCK INCENTIVE PLAN


 


1. Purpose.    The
purpose of the 2014 Stock Incentive Plan (the “Plan”) of Creative Realities, Inc., a Minnesota corporation (the “Company”),
is to increase shareholder value and to advance the interests of the Company by furnishing a variety of economic incentives (“Incentives”)
designed to attract, retain and motivate employees, certain key consultants and directors of the Company. Incentives may consist of opportunities
to purchase or receive shares of common stock, $0.01 par value per share, of the Company (“Common Stock”) or other incentive
awards on terms determined under this Plan.


 


2. Administration.


 


2.1. Administration by Committee.    The
Plan shall be administered by the Board of Directors of the Company (the “Board of Directors”) or by a stock option or compensation
committee of the Board of Directors (the “Committee,” which term is used throughout this Plan to refer to either the Board
of Directors or a Committee — whichever is administering the Plan from time to time hereunder). If administered by a committee,
the Committee shall consist of not less than two directors of the Company and shall be appointed from time to time by the Board of Directors.
During any time period during which the Company has a class of equity securities registered under Section 12 of the Securities Exchange
Act of 1934 (including the regulations thereunder, the “1934 Act”), each member of the Committee shall be (a) a “non-employee director”
within the meaning of Rule 16b-3 of the 1934 Act (a “Non-Employee Director”), and (b) an “outside
director” within the meaning of Section 162(m) under the Internal Revenue Code of 1986 and the regulations promulgated thereunder
(collectively, the “Code”). The Committee shall have complete authority to award Incentives under the Plan, to interpret the
Plan, and to make any other determination which it believes necessary and advisable for the proper administration of the Plan. The Committee’s
decisions and matters relating to the Plan shall be final and conclusive on the Company and its participants. If at any time there is
no stock option or compensation committee, the term “Committee,” as used in the Plan, shall refer to the Board of Directors.


 


2.2. Delegation of Authority.     Intentionally
Omitted.


 


3. Eligible Participants.    Officers
of the Company, employees of the Company or its subsidiaries, members of the Board of Directors, and consultants or other independent
contractors who provide services to the Company or its subsidiaries shall be eligible to receive Incentives under the Plan when designated
by the Committee. Participants may be designated individually or by groups or categories (for example, by pay grade) as the Committee
deems appropriate. Participation by officers of the Company or its subsidiaries and any performance objectives relating to such officers
must be approved by the Committee. Participation by others and any performance objectives relating to others may be approved by groups
or categories (for example, by pay grade) and authority to designate participants who are not officers and to set or modify such targets
may be delegated.


 


4. Types of Incentives.    Incentives
under the Plan may be granted in any one or a combination of the following forms: (a) incentive stock options and non-statutory stock
options; (b) stock appreciation rights (“SARs”); (c) stock awards; (d) restricted stock; (e) restricted
stock units; and (f) performance shares. Subject to the specific limitations provided in this Plan, payment of Incentives may be
in the form of cash, Common Stock or combinations thereof as the Committee shall determine, and with such other restrictions as it may
impose.


 






     


     


    

 


5. Shares Subject to the Plan.


 


5.1. Number of Shares.    Subject
to adjustment as provided in Section 9.6, the number of shares of Common Stock issuable under the Plan shall not exceed 6,000,000 shares
of Common Stock. Shares of Common Stock issued under the Plan or subject to outstanding Incentives will be applied to reduce the maximum
number of shares of Common Stock remaining available for issuance under the Plan. Any shares of Common Stock subject to SARs granted under
this Plan shall be counted in full against the above-indicated share limit, regardless of the number of shares of Common Stock actually
issued upon the exercise of such SARs.


 


5.2. Cancellation.    If
any Incentive granted hereunder (including without limitation any stock option, SAR or restricted stock unit) expires or is terminated
or canceled unexercised as to any shares of Common Stock, such shares may again be issued under the Plan either pursuant to stock options,
SARs, restricted stock units, or otherwise. If shares of Common Stock are issued pursuant to a stock award, as restricted stock, or as
performance shares) and thereafter are forfeited or reacquired by the Company pursuant to rights reserved upon issuance thereof, such
forfeited and reacquired shares may again be issued under the Plan, either pursuant to a stock award, as restricted stock, as performance
shares, or otherwise. The Committee may also determine to cancel, and agree to the cancellation of, Incentives in order to make a participant
eligible for the grant of an Incentive at a lower exercise price than the Incentive to be canceled.


 


5.3. Type of Common Stock.    Common
Stock issued under the Plan in connection with Incentives may be authorized and unissued shares or, if so designated by the Committee,
may be treasury stock.


 


5.4. Intentionally Omitted. 


 


6. Stock Options.    A
stock option is a right to purchase shares of Common Stock from the Company. Each stock option granted by the Committee under this Plan
shall be subject to the following terms and conditions:


 


6.1. Price.    The
option price per share shall be determined by the Committee, subject to adjustment under Section 9.6.


 


6.2. Number.    The
number of shares of Common Stock subject to a stock option shall be determined by the Committee, subject to adjustment as provided in
Section 9.6. The number of shares of Common Stock subject to a stock option shall be reduced in the same proportion that the holder
thereof exercises an SAR if any SAR is granted in conjunction with or related to the stock option.


 


6.3. Duration and Time for
Exercise.    Subject to earlier termination as provided in Section 9.3, the term of each stock option shall be
determined by the Committee but shall not exceed ten years and one day from the Grant Date, as that term is defined in Section 9.15
below. Each stock option shall become exercisable at such time or times during its term as shall be determined by the Committee at the
time of grant. The Committee may accelerate the exercisability of any stock option. Subject to the first sentence of this paragraph, the
Committee may extend the term of any stock option to the extent provided in Section 9.4.


 


6.4. Manner of Exercise.    A
stock option may be exercised, in whole or in part, by giving written notice to the Company, specifying the number of shares of Common
Stock to be purchased and accompanied by the full purchase price for such shares. The option price shall be payable: (a) in United States
dollars upon exercise of the option and may be paid by cash, uncertified or certified check or bank draft; (b) unless otherwise provided
in the option agreement, by delivery of shares of Common Stock in payment of all or any part of the option price, which shares shall be
valued for this purpose at the Fair Market Value on the date such option is exercised; or (c) unless otherwise provided in the option
agreement, by instructing the Company to withhold from the shares of Common Stock issuable upon exercise of the stock option shares of
Common Stock in payment of all or any part of the exercise price and/or any related withholding tax obligations consistent with Section 9.8,
which shares shall be valued for this purpose at the Fair Market Value or in such other manner as may be authorized from time to time
by the Committee. Prior to the issuance of shares of Common Stock upon the exercise of a stock option, a participant shall have no rights
as a shareholder.


 






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6.5. Incentive Stock Options.    Notwithstanding
anything in the Plan to the contrary, the following additional provisions shall apply to the grant of stock options which are intended
to qualify as “Incentive Stock Options,” as such term is defined in Code Section 422:


 


(a) The aggregate Fair Market
Value (determined as of the time the option is granted) of the shares of Common Stock with respect to which Incentive Stock Options are
exercisable for the first time by any participant during any calendar year (under all of the Company’s plans) shall not exceed $100,000.
The determination will be made by taking Incentive Stock Options into account in the order in which they were granted. If such excess
only applies to a portion of an Incentive Stock Option, the Committee, in its discretion, will designate which shares will be treated
as shares to be acquired upon exercise of an Incentive Stock Option.


 


(b) Any option agreement for
an Incentive Stock Option under the Plan shall contain such other provisions as the Committee shall deem advisable, but shall in all events
be consistent with and contain all provisions required in order to qualify the options as Incentive Stock Options.


 


(c) All Incentive Stock Options
must be granted within ten years from the earlier of the date on which this Plan was adopted by Board of Directors or the date this Plan
was approved by the shareholders.


 


(d) Unless sooner exercised,
all Incentive Stock Options shall expire no later than ten years after the Grant Date.


 


(e) The option price for Incentive
Stock Options shall be not less than the Fair Market Value of the Common Stock subject to the option on the Grant Date.


 


(f) If Incentive Stock Options
are granted to any participant who, at the time such option is granted, would own (within the meaning of Code Section 422) stock
possessing more than 10% of the total combined voting power of all classes of stock of the employer corporation or of its parent or subsidiary
corporation, (i) the option price for such Incentive Stock Options shall be not less than 110% of the Fair Market Value of the Common
Stock subject to the option on the Grant Date and (ii) such Incentive Stock Options shall expire no later than five years after the
Grant Date.


 


7. Stock Appreciation Rights.    An
SAR is a right to receive, without payment to the Company, a number of shares of Common Stock, the amount of which is determined pursuant
to the formula set forth in Section 7.5. An SAR may be granted (a) with respect to any stock option granted under this Plan,
either concurrently with the grant of such stock option or at such later time as determined by the Committee (as to all or any portion
of the shares of Common Stock subject to the stock option), or (b) alone, without reference to any related stock option. Each SAR
granted by the Committee under this Plan shall be subject to the following terms and conditions:


 


7.1. Price.    The
exercise price per share of any SAR granted without reference to a stock option shall be determined by the Committee, subject to adjustment
under Section 9.6. Notwithstanding the foregoing sentence, except as permitted under Section 9.16, the exercise price per share
shall not be less than the Fair Market Value of the Common Stock on the Grant Date unless the SAR satisfies the provisions of Code Section 409A.


 


7.2. Number.    Each
SAR granted to any participant shall relate to such number of shares of Common Stock as shall be determined by the Committee, subject
to adjustment as provided in Section 9.6. In the case of an SAR granted with respect to a stock option, the number of shares of Common
Stock to which the SAR relates shall be reduced in the same proportion that the holder of the option exercises the related stock option.
Notwithstanding the foregoing, the limitation on grants under Section 5.4 shall apply to grants of SARs under the Plan


 


7.3. Duration. Subject to earlier
termination as provided in Section 9.4, the term of each SAR shall be determined by the Committee but shall not exceed ten years
and one day from the Grant Date. Unless otherwise provided by the Committee, each SAR shall become exercisable at such time or times,
to such extent and upon such conditions as the stock option, if any, to which it relates is exercisable. The Committee may in its discretion
accelerate the exercisability of any SAR. Subject to the first sentence of this paragraph, the Committee may extend the term of any SAR
to the extent provided in Section 9.4.


 


7.4. Exercise.    An
SAR may be exercised, in whole or in part, by giving written notice to the Company, specifying the number of SARs which the holder wishes
to exercise. Upon receipt of such written notice, the Company shall, within 90 days thereafter, deliver to the exercising holder
certificates for the shares of Common Stock or cash or both, as determined by the Committee, to which the holder is entitled pursuant
to Section 7.5.


 






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7.5. Issuance of Shares
Upon Exercise.    The number of shares of Common Stock which shall be issuable upon the exercise of an SAR shall
be determined by dividing: (a) the number of shares of Common Stock as to which the SAR is exercised multiplied by the amount
of the appreciation in such shares (for this purpose, the “appreciation” shall be the amount by which the Fair Market
Value of the shares of Common Stock subject to the SAR on the exercise date exceeds (1) in the case of an SAR related to a
stock option, the purchase price of the shares of Common Stock under the stock option or (2) in the case of an SAR granted
alone, without reference to a related stock option, an amount which shall be determined by the Committee at the time of grant,
subject to adjustment under Section 9.6); by (b) the Fair Market Value of a share of Common Stock on the exercise date. No
fractional shares of Common Stock shall be issued upon the exercise of an SAR; instead, the holder of the SAR shall be entitled to
receive a cash adjustment equal to the same fraction of the Fair Market Value of a share of Common Stock on the exercise date or to
purchase the portion necessary to make a whole share at its Fair Market Value on the date of exercise.


 


8. Stock Awards and Restricted
Stock.    A stock award consists of the transfer by the Company to a participant of shares of Common Stock, without
other payment therefor, as additional compensation for services to the Company. A share of restricted stock consists of shares of Common
Stock which are sold or transferred by the Company to a participant at a price, if any, determined by the Committee and subject to restrictions
on their sale or other transfer by the participant. The transfer of Common Stock pursuant to stock awards and the transfer and sale of
restricted stock shall be subject to the following terms and conditions:


 


8.1. Number of Shares.    The
number of shares to be transferred or sold by the Company to a participant pursuant to a stock award or as restricted stock shall be determined
by the Committee.


 


8.2. Sale Price.    The
Committee shall determine the price, if any, at which shares of restricted stock shall be sold to a participant, which may vary from time
to time and among participants and which may be below the Fair Market Value of such shares of Common Stock at the date of sale.


 


8.3. Restrictions.    All
shares of restricted stock transferred or sold by the Company hereunder shall be subject to such restrictions as the Committee may determine,
including, without limitation any or all of the following: (a) a prohibition against the sale, transfer, pledge or other encumbrance
of the shares of restricted stock, such prohibition to lapse at such time or times as the Committee shall determine (whether in annual
or more frequent installments, at the time of the death, disability or retirement of the holder of such shares, or otherwise); (b) a
requirement that the holder of shares of restricted stock forfeit, or (in the case of shares sold to a participant) re-sell back
to the Company at his or her cost, all or a part of such shares in the event of termination of his or her employment or consulting engagement
during any period in which such shares are subject to restrictions; and/or (c) such other conditions or restrictions as the Committee
may deem advisable.


 


8.4. Restrictions.    In
order to enforce the restrictions imposed by the Committee pursuant to Section 8.3, the participant receiving restricted stock shall
enter into an agreement with the Company setting forth the conditions of the grant. Shares of restricted stock shall be registered in
the name of the participant and deposited, together with a stock power endorsed in blank, with the Company. Each such certificate shall
bear a legend that refers to the Plan and the restrictions imposed under the applicable agreement. The Committee may provide that no certificates
representing restricted stock be issued until the restriction period is completed.


 


8.5. End of Restrictions.    Subject
to Section 9.5, at the end of any time period during which the shares of restricted stock are subject to forfeiture and restrictions
on transfer, such shares will be delivered free of all restrictions to the participant or to the participant’s legal representative,
beneficiary or heir.


 


8.6. Rights of Holders of Restricted
Stock.    Subject to the terms and conditions of the Plan and subject further to the terms and conditions of each
written agreement evidencing an Incentive, each participant receiving restricted stock shall have all the rights of a shareholder with
respect to shares of stock during any period in which such shares are subject to forfeiture and restrictions on transfer, including without
limitation, the right to vote such shares.


 


9. General Provisions.


 


9.1. Effective Date.    The
Plan will become effective upon the date of approval by the Board of Directors (the “Effective Date”).


 


9.2. Duration.    The
Plan shall remain in effect until all Incentives granted under the Plan have either been satisfied by the issuance of shares of Common
Stock or the payment of cash or been terminated under the terms of the Plan and all restrictions imposed on shares of Common Stock in
connection with their issuance under the Plan have lapsed. No Incentives may be granted under the Plan after the tenth anniversary of
the Effective Date of the Plan.


 






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9.3. Non-Transferability of
Incentives.    No stock option, SAR, restricted stock or stock award may be transferred, pledged or assigned by the
holder thereof (except, in the event of the holder’s death, by will or the laws of descent and distribution to the limited extent
provided in the Plan or the Incentive, or pursuant to a qualified domestic relations order as defined by the Code or Title I of the Employee
Retirement Income Security Act, or the rules thereunder), and the Company shall not be required to recognize any attempted assignment
of such rights by any participant. Notwithstanding the preceding sentence, stock options may be transferred by the holder thereof to the
holder’s spouse, children, grandchildren or parents (collectively, the “Family Members”), to trusts for the benefit
of Family Members, to partnerships or limited liability companies in which Family Members are the only partners or shareholders, or to
entities exempt from federal income taxation pursuant to Code Section 501(c)(3). During a participant’s lifetime, a stock option
may be exercised only by him or her, by his or her guardian or legal representative or by the transferees permitted by this Section 9.3.


 


9.4. Effect of Termination
or Death.    If a participant ceases to be an employee of or consultant to the Company for any reason, including death
or disability, any Incentives may be exercised or shall expire at such times as may be set forth in the agreement, if any, applicable
to the Incentive, or otherwise as determined by the Committee; provided, however, the term of an Incentive may not be extended beyond
the term originally prescribed when the Incentive was granted, unless the Incentive satisfies (or is amended to satisfy) the requirements
of Code Section 409A; and provided further that the term of an Incentive may not be extended beyond the maximum term permitted under
this Plan.


 


9.5. Restrictions under Securities
Laws.    Notwithstanding anything in this Plan to the contrary: (a) the Company may, if it shall determine it
necessary or desirable for any reason, at the time of award of any Incentive or the issuance of any shares of Common Stock pursuant to
any Incentive, require the recipient of the Incentive, as a condition to the receipt thereof or to the receipt of shares of Common Stock
issued pursuant thereto, to deliver to the Company a written representation of present intention to acquire the Incentive or the shares
of Common Stock issued pursuant thereto for his or her own account for investment and not for distribution; and (b) if at any time
the Company further determines, in its sole discretion, that the listing, registration or qualification (or any updating of any such document)
of any Incentive or the shares of Common Stock issuable pursuant thereto is necessary on any securities exchange or under any federal
or state securities or blue sky law, or that the consent or approval of any governmental regulatory body is necessary or desirable as
a condition of, or in connection with the award of any Incentive, the issuance of shares of Common Stock pursuant thereto, or the removal
of any restrictions imposed on such shares, such Incentive shall not be awarded or such shares of Common Stock shall not be issued or
such restrictions shall not be removed, as the case may be, in whole or in part, unless such listing, registration, qualification, consent
or approval shall have been effected or obtained free of any conditions not acceptable to the Company.


 


9.6. Adjustment.    In
the event of any recapitalization, stock dividend, stock split, combination of shares or other change in the Common Stock, the number
of shares of Common Stock then subject to the Plan, including shares subject to outstanding Incentives, and the other numbers of shares
of Common Stock provided in the Plan, shall be adjusted in proportion to the change in outstanding shares of Common Stock. In the event
of any such adjustments, the purchase price of any option, the performance objectives of any Incentive, and the shares of Common Stock
issuable pursuant to any Incentive shall be adjusted as and to the extent appropriate, in the discretion of the Committee, to provide
participants with the same relative rights before and after such adjustment.


 


9.7. Incentive Plans and Agreements.    Except
in the case of stock awards, the terms of each Incentive shall be stated in a plan or agreement approved by the Committee. The Committee
may also determine to enter into agreements with holders of options to reclassify or convert certain outstanding options, within the terms
of the Plan, as Incentive Stock Options or as non-statutory stock options and in order to eliminate SARs with respect to all or part
of such options and any other previously issued options. The Committee shall communicate the key terms of each award to the participant
promptly after the Committee approves the grant of such award.


 


9.8. Withholding.


 


(a) The Company shall
have the right to withhold from any payments made under the Plan or to collect as a condition of payment, any taxes required by law
to be withheld. At any time when a participant is required to pay to the Company an amount required to be withheld under applicable
income tax laws in connection with a distribution of Common Stock or upon exercise of an option or SAR or upon vesting of restricted
stock, the participant may satisfy this obligation in whole or in part by electing (the “Election”) to have the Company
withhold, from the distribution or from such shares of restricted stock, shares of Common Stock having a value up to the minimum
amount of withholding taxes required to be collected on the transaction. The value of the shares to be withheld shall be based on
the Fair Market Value of the Common Stock on the date that the amount of tax to be withheld shall be determined (“Tax
Date”).


 






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(b) Each Election must be made
before the Tax Date. The Committee may disapprove of any Election, may suspend or terminate the right to make Elections, or may provide
with respect to any Incentive that the right to make Elections shall not apply to such Incentive. An Election is irrevocable.


 


9.9. No Continued Employment,
Engagement or Right to Corporate Assets.    No participant under the Plan shall have any right, because of his or
her participation, to continue in the employ of the Company or any of its subsidiaries for any period of time or to any right to continue
his or her present or any other rate of compensation. Nothing contained in the Plan shall be construed as giving an employee, a consultant,
such persons’ beneficiaries or any other person any equity or interests of any kind in the assets of the Company or creating a trust
of any kind or a fiduciary relationship of any kind between the Company and any such person.


 


9.10. Payments Under Incentives.    Payment
of cash or distribution of any shares of Common Stock to which a participant is entitled under any Incentive shall be made as provided
in the Incentive. Except as permitted under Section 9.16, payments and distributions may not be deferred under any Incentive unless
the deferral complies with the requirements of Code Section 409A.


 


9.11. Amendment of the Plan.    The
Board of Directors may amend or discontinue the Plan at any time. Nevertheless, no such amendment or discontinuance shall adversely change
or impair, without the consent of the recipient, an Incentive previously granted. Further, no such amendment shall, without approval of
the shareholders of the Company, (a) increase the maximum number of shares of Common Stock which may be issued to all participants
under the Plan, (b) change or expand the types of Incentives that may be granted under the Plan, (c) change the class of persons
eligible to receive Incentives under the Plan, or (d) materially increase the benefits accruing to participants under the Plan.


 


9.12. Amendment of Agreements
for Incentives.    Except as otherwise provided in this Section 9.12, the terms of an existing Incentive may
be amended by agreement between the Committee and the participant. Notwithstanding the foregoing sentence, in the case of a stock option
or SAR, except as permitted under Section 9.16, no such amendment shall: (a) extend the term of the Incentive, except as provided
in Section 9.4; nor (b) reduce the exercise price per share below the Fair Market Value of the Common Stock on the date the
Incentive was granted, unless, in either case, the amendment complies with the requirements of Code Section 409A.


 


9.13. Sale, Merger, Exchange
or Liquidation.    Unless otherwise provided in the agreement for an Incentive, in the event of (i) an acquisition
of the Company through the sale of all or substantially all of the Company’s assets or (ii) a change in control of at least
a majority of the issued and outstanding voting securities of the Company through a merger, exchange, reorganization or liquidation of
the Company or a similar event, all as determined by the Committee in its sole discretion (collectively, any of the transactions described
in clauses (i) and (ii) are referred to as a “Sale Transaction”), the Committee shall be authorized, in its sole
discretion, to take any and all action it deems equitable under the circumstances, including but not limited to any one or more of the
following:


 


(a) providing that the Plan
and all Incentives shall terminate and the holders of (i) all outstanding vested options shall receive, in lieu of any shares of
Common Stock they would be entitled to receive under such options, such stock, securities or assets, including cash, as would have been
paid to such participants if their options had been exercised and such participant had received Common Stock immediately before such Sale
Transaction (with appropriate adjustment for the exercise price, if any), (ii) SARs that entitle the participant to receive Common
Stock shall receive, in lieu of any shares of Common Stock each participant was entitled to receive as of the date of the Sale Transaction
pursuant to the terms of such Incentive, if any, such stock, securities or assets, including cash, as would have been paid to such participant
if such Common Stock had been issued to and held by the participant immediately before such Sale Transaction, and (iii) any Incentive
under this Agreement which does not entitle the participant to receive Common Stock shall be equitably treated as determined by the Committee;


 


(b) providing that
participants holding outstanding vested Common Stock-based Incentives shall receive, with respect to each share of Common Stock
issuable pursuant to such Incentives as of the effective date of any such Sale Transaction, at the determination of the Committee,
cash, securities or other property, or any combination thereof, in an amount equal to the excess, if any, of the Fair Market Value
of such Common Stock (determined as of any date within ten days before the effective date of such Sale Transaction, which date shall
be selected by the Committee) over the option price or other amount owed by a participant, if any, and that such Incentives shall be
cancelled, including the cancellation without consideration of all options that have an exercise price below the per share value of
the consideration received by the Company in the Sale Transaction; or


 






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(c) subject to any provisions
contained in a particular written agreement evidencing an Incentive, providing that the Plan (or replacement plan) shall continue with
respect to Incentives not cancelled or terminated as of the effective date of such Sale Transaction and provide to participants holding
such Incentives the right to earn their respective Incentives on the same or a substantially equivalent basis (taking into account the
Sale Transaction and the number of shares or other equity issued by such successor entity) with respect to the equity of the entity succeeding
the Company by reason of such Sale Transaction.


 


The Board of Directors may
restrict the rights of participants or the applicability of this Section 9.13 to the extent necessary to comply with Section 16(b)
of the 1934 Act, the Code or any other applicable law or regulation. The grant of an Incentive award pursuant to the Plan shall not limit
in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business
structure or to merge, exchange or consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assets.


 


9.14. Definition of Fair Market
Value.    For purposes of this Plan, the “Fair Market Value” of a share of Common Stock at a specified
date shall, unless otherwise expressly provided in this Plan, be the amount which the Committee determines in good faith to be 100% of
the fair market value of such a share as of the date in question. Notwithstanding the foregoing:


 


(a) If such shares are listed
on a U.S. securities exchange, then Fair Market Value shall be determined by reference to the last sale price of a share of Common Stock
on such U.S. securities exchange on the applicable date. If such U.S. securities exchange is closed for trading on such date, or if the
Common Stock does not trade on such date, then the last sale price used shall be the one on the date the Common Stock last traded on such
U.S. securities exchange.


 


(b) If such shares are publicly
traded but are not listed on a U.S. securities exchange, then Fair Market Value shall be determined by reference to the trading price
of a share of Common Stock on such date (or, if the applicable market is closed on such date, the last date on which the Common Stock
was publicly traded), by a method consistently applied by the Committee.


 


(c) If such shares are not
publicly traded, then the Committee’s determination will be based upon a good faith valuation of the Company’s Common Stock
as of such date, which shall be based upon such factors as the Committee deems appropriate. The valuation shall be accomplished in a manner
that complies with Code Section 409A and shall be consistently applied to Incentives under the Plan.


 


9.15. Definition of Grant Date.    For
purposes of this Plan, the “Grant Date” of an Incentive shall be the date on which the Committee approved the award (or, if
applicable, the date on which the Company’s Chief Executive Officer exercised discretionary authority granted by the Committee and approved the award) or, if later, the date on which (a) the participant is
no longer able to negotiate the terms of the award and (b) it is expected that the key terms of the award will be communicated within
a relatively short period of time.


 


9.16. Compliance with Code
Section 409A.    The Plan and the agreement for each Incentive shall be interpreted and administered so as to
be exempt from the requirements of Code Section 409A or to comply with such requirements. Notwithstanding the foregoing, Incentives
may be awarded or amended in a manner that does not comply with Code Section 409A, but only if and to the extent that the Committee
specifically provides in written resolutions that the Incentive or amendment is not intended to comply with Code Section 409A.


 


 


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