Exhibit 10.12


  


RESERVOIR HOLDINGS, INC.

2021 OMNIBUS INCENTIVE PLAN


  


		1.	Purpose.
                                            The purpose of the Reservoir Holdings, Inc. 2021 Omnibus Incentive Plan (as amended
                                            from time to time, the “Plan”) is to (i) attract and retain individuals
                                            to serve as employees, consultants or Directors (collectively, the “Service Providers”)
                                            of Reservoir Holdings, Inc., a Delaware corporation (together with its Subsidiaries,
                                            whether existing or thereafter acquired or formed, and any and all successor entities, the
                                            “Company”) and its Affiliates by providing them the opportunity to acquire
                                            an equity interest in the Company or other incentive compensation and (ii) align the
                                            interests of the Service Providers with those of the Company’s stockholders.



 


		2.	Effective Date;
                                            Duration. The Plan shall be effective [ ] (the “Effective Date”).
                                            which is the date of its adoption by the Board, subject to the approval of the plan by the
                                            shareholders of the Company in accordance with the requirements of the laws of the State
                                            of Delaware. The expiration date of the Plan, on and after which date no Awards may be granted
                                            under the Plan, shall be the tenth anniversary of the Effective Date; provided, however,
                                            that such expiration shall not affect Awards then outstanding, and the terms and conditions
                                            of the Plan shall continue to apply to such Awards.



 


		3.	Definitions. The following definitions shall apply
throughout the Plan:



 


		(a)	“Affiliate”
                                            means (i) any person or entity that directly or indirectly controls, is controlled by
                                            or is under common control with the Company and/or (ii) to the extent provided by the
                                            Committee, any person or entity in which the Company has a significant interest. The term
                                            “control”, as applied to any person or entity, means the possession, directly
                                            or indirectly, of the power to direct or cause the direction of the management and policies
                                            of such person or entity, whether through the ownership of voting or other securities, by
                                            contract or otherwise.



 


		(b)	“Award” means, individually or collectively,
any Incentive Stock Option, Nonqualified Stock Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Other Stock-Based
Award, or Other Cash-Based Award granted under the Plan.



 


		(c)	“Award Agreement” means any agreement, contract
or other instrument or document evidencing any Award granted under the Plan (including, in each case, in electronic form), which may,
but need not, be executed or acknowledged by a Participant (as determined by the Committee).



 


		(d)	“Award Transfer
                                            Program” means any program approved by the Committee which would permit Participants
                                            the opportunity to transfer any outstanding Awards to a financial institution or other person
                                            or entity selected by the Committee.



 


		(e)	“Beneficial
                                            Ownership” has the meaning set forth-in Rule 13d-3 promulgated under Section 13
                                            of the Exchange Act.



 


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



 


		(g)	“Cause”
                                            means, unless the applicable Award Agreement states otherwise, (A) the Participant’s
                                            conviction of, or entry of a plea of no contest to a felony (or the equivalent of a felony
                                            in a jurisdiction other than the United States), (B) the Participant’s gross negligence
                                            or willful misconduct, or a willful failure to attempt in good faith to substantially perform
                                            his or her duties (other than due to physical illness or incapacity), (C) the Participant’s
                                            material breach of a material provision of any employment agreement, consulting agreement,
                                            directorship agreement or similar services agreement or offer letter between the Participant
                                            and the Company or any of its Affiliates, or any non-competition, non-disclosure or non-solicitation
                                            agreement with the Company or any of its Affiliates, (D) the Participant’s material
                                            violation of any material written policies adopted by the Company or any of its Affiliates
                                            governing the conduct of persons performing services on behalf of the Company or any of its
                                            Affiliates, (E) the Participant’s fraud or misappropriation, embezzlement or material
                                            misuse of funds or property belonging to the Company or any of its Affiliates, or (F) willful
                                            or reckless misconduct in respect of the Participant’s obligations to the Company or its Affiliates or other acts
of misconduct by the Participant occurring during the course of the Participant’s employment or service that in either case results
in or could reasonably be expected to result in material damage to the property, business or reputation of the Company or its Affiliates.
The determination of whether Cause exists shall be made by the Committee in good faith in its sole discretion upon, or within 60 days
following, termination of the Participant’s employment or service based on information available to the Committee through such 60-day
period. Notwithstanding the foregoing, Cause shall not exist unless the Participant has first received a written notice from the Company
which sets forth in reasonable detail the circumstances giving rise to Cause and the Participant shall have a period of 30 days to
cure (if capable of cure).



 






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		(h)	“Change in
                                            Control” means, unless the applicable Award Agreement or the Committee provides
                                            otherwise, the first to occur of any of the following events:



 


		(i)	the acquisition by any
                                            Person or related “group” (as such term is used in Section 13(d) and
                                            Section 14(d) of the Exchange Act) of Persons, or Persons acting jointly or in
                                            concert, of Beneficial Ownership (including control or direction) of 50% or more of the combined
                                            voting power of the then-outstanding voting securities of the Company entitled to vote in
                                            the election of Directors (the “Outstanding Company Voting Securities”),
                                            but excluding any acquisition by the Company or any of its Affiliates, Permitted Holders
                                            or any of their respective Affiliates or by any employee benefit plan sponsored or maintained
                                            by the Company or any of its Affiliates;



 


		(ii)	a change in the composition
                                            of the Board such that members of the Board during any consecutive 24-month period (the “Incumbent
                                            Directors”) cease to constitute a majority of the Board. Any person becoming a
                                            Director through election or nomination for election approved by a valid vote of the Incumbent
                                            Directors shall be deemed an Incumbent Director; provided, however, that no
                                            individual becoming a Director as a result of an actual or threatened election contest, as
                                            such terms are used in Rule 14a-12 of Regulation 14A promulgated under the Exchange
                                            Act, or as a result of any other actual or threatened solicitation of proxies or consents
                                            by or on behalf of any person other than the Board, shall be deemed an Incumbent Director;



 


		(iii)	the approval by the stockholders of the Company of a plan of
complete dissolution or liquidation of the Company; and



 


		(iv)	the consummation of a
                                            reorganization, recapitalization, merger, amalgamation, consolidation, statutory share exchange
                                            or similar form of corporate transaction involving the Company ( a “Business Combination”),
                                            or sale, transfer or other disposition of all or substantially all of the business or assets
                                            of the Company to an entity that is not an Affiliate of the Company, the Permitted Holder
                                            Group or Permitted Holders (a “Sale”), unless immediately following such
                                            Business Combination or Sale: (A) more than 50% of the total voting power of the entity
                                            resulting from such Business Combination or the entity that acquired all or substantially
                                            all of the business or assets of the Company in such Sale (in either case, the “Surviving
                                            Company”), or the ultimate parent entity that has Beneficial Ownership of sufficient
                                            voting power to elect a majority of the board of directors (or analogous governing body)
                                            of the Surviving Company (the “Parent Company”), is represented by the
                                            Outstanding Company Voting Securities that were outstanding immediately prior to such Business
                                            Combination or Sale (or, if applicable, is represented by Shares into which the Outstanding
                                            Company Voting Securities were converted pursuant to such Business Combination or Sale),
                                            and such voting power among the holders thereof is in substantially the same proportion as
                                            the voting power of the Outstanding Company Voting Securities among the holders thereof immediately
                                            prior to the Business Combination or Sale and (B) no Person (other than the Permitted
                                            Holder Group, Permitted Holders or any employee benefit plan sponsored or maintained by the
                                            Surviving Company or the Parent Company) is or becomes the beneficial owner, directly or
                                            indirectly, of 50% or more of the total voting power of the outstanding voting securities
                                            eligible to elect members of the board of directors (or the analogous governing body) of
                                            the Parent Company (or, if there is no Parent Company, the Surviving Company).



 






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Notwithstanding the foregoing, a “Change in Control”
shall not be deemed to have occurred if immediately after the occurrence of any of the events described in clauses (a)  — (d) above,
a Permitted Holder or Permitted Holder Group are the Beneficial Owners, directly or indirectly, of 50% or more of the combined voting
power of the Company or any successor.


 


		(i)	“Code”
                                            means the U.S. Internal Revenue Code of 1986, as amended, and any successor thereto. References
                                            to any section of the Code shall be deemed to include any regulations or other interpretative
                                            guidance under such section, and any amendments or successors thereto.



 


		(j)	“Committee”
                                            means the Compensation Committee of the Board or subcommittee thereof or, if no such committee
                                            or subcommittee thereof exists, or if the Board otherwise takes action hereunder on behalf
                                            of the Committee, the Board.



 


		(k)	“Common Stock”
                                            means the common stock of the Company, par value of $0.00001 per share.



 


		(l)	“Company”
                                            has the meaning set forth in Section 1 of the Plan.



 


		(m)	“Deferred
                                            Award” means an Award granted pursuant to Section 13 of the Plan.



 


		(n)	“Director”
                                            means any member of the Company’s Board.



 


		(o)	“Disability”
                                            means, unless otherwise provided in an Award Agreement, cause for termination of a Participant’s
                                            employment or service due to a determination that a Participant is disabled in accordance
                                            with a long-term disability insurance program maintained by the Company or a determination
                                            by the U.S. Social Security Administration that the Participant is totally disabled.



 


		(p)	“$”
                                            shall refer to the United States dollars.



 


		(q)	“Effective
                                            Date” has the meaning set forth in Section 2.



 


		(r)	“Eligible
                                            Director” means a Director who satisfies the conditions set forth in Section 4(a) of
                                            the Plan.



 


		(s)	“Eligible
                                            Person” means any (i) individual employed by the Company or an Affiliate,
                                            (ii) any Director or officer of the Company or an Affiliate, (iii) consultant or
                                            advisor to the Company or an Affiliate, or (iv) prospective employee, Director, officer,
                                            consultant or advisor who has accepted an offer of employment or service and would satisfy
                                            the provisions of clause (i), (ii) or (iii) above once such individual begins employment
                                            with or providing services to the Company or an Affiliate.



 


		(t)	“Employment
                                            Agreement” means any employment, severance, consulting or similar agreement (including
                                            any offer letter) between the Company or any Subsidiary and a Participant.



 


		(u)	“Exchange
                                            Act” means the U.S. Securities Exchange Act of 1934, as amended, and any successor
                                            thereto. References to any section of (or rule promulgated under) the Exchange Act shall
                                            be deemed to include any rules, regulations or other interpretative guidance under such section
                                            or rule, and any amendments or successors thereto.



 


		(v)	“Fair Market
                                            Value” means, (i) with respect to a Share of Common Stock on a given date,
                                            (x) if the Common Stock is listed on a national securities exchange, the closing sales
                                            price of a Share reported on such exchange on such date, or if there is no such sale on that
                                            date, then on the last preceding date on which such a sale was reported, or (y) if the
                                            Common Stock is not listed on any national securities exchange, the amount determined by
                                            the Committee in good faith to be the fair market value of the Common Stock, or (ii) with
                                            respect to any other property on any given date, the amount determined by the Committee in
                                            good faith to be the fair market value of such other property as of such date.



 


		(w)	“Incentive
                                            Stock Option” means an Option that is designated by the Committee as an incentive
                                            stock option as described in Section 422 of the Code and otherwise meets the requirements
                                            set forth in the Plan.



 






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		(x)	“Intrinsic
                                            Value” with respect to an Option or SAR means (i) the excess, if any, of the
                                            price or implied price per Share in a Change in Control or other event over (ii) the
                                            exercise or hurdle price of such Award multiplied by (iii) the number of Shares covered
                                            by such Award.



 


		(y)	“Immediate
                                            Family Members” has the meaning set forth in Section 15(b)(ii) of the
                                            Plan.



 


		(z)	“Indemnifiable
                                            Person” has the meaning set forth in Section 4(e) of the Plan.



 


		(aa)	“NASDAQ”
                                            means the Nasdaq Global Select Market.



 


		(bb)	“Nonqualified
                                            Stock Option” means an Option that is not designated by the Committee as an Incentive
                                            Stock Option.



 


		(cc)	“Option”
                                            means an Award granted under Section 7 of the Plan.



 


		(dd)	“Option Period”
                                            has the meaning set forth in Section 7(c) of the Plan.



 


		(ee)	“Other Cash-Based
                                            Award” means an Award granted under Section 10 of the Plan that is denominated
                                            and/or payable in cash, including cash awarded as a bonus or upon the attainment of specific
                                            performance criteria or as otherwise permitted by the Plan or as contemplated by the Committee.



 


		(ff)	“Other Stock-Based
                                            Award” means an Award granted under Section 10 of the Plan.



 


		(gg)	“Participant”
                                            has the meaning set forth in Section 6(a) of the Plan.



 


		(hh)	“Performance
                                            Conditions” means specific levels of performance of the Company (and/or one or
                                            more Affiliates, divisions or operational and/or business units, product lines, brands,
                                            business segments, administrative departments, units, or any combination of the foregoing),
                                            which may be determined in accordance with GAAP or on a non-GAAP basis, including without
                                            limitation, on the following measures: (i) net earnings or net income (before or after
                                            taxes); (ii) basic or diluted earnings per share (before or after taxes); (iii) net
                                            revenue or net revenue growth; (iv) gross revenue or gross revenue growth, gross profit
                                            or gross profit growth; (v) net operating profit (before or after taxes); (vi) return
                                            measures (including, but not limited to, return on investment, assets, net assets, capital,
                                            gross revenue or gross revenue growth, invested capital, equity or sales); (vii) cash
                                            flow measures (including, but not limited to, operating cash flow, free cash flow and cash
                                            flow return on capital), which may but are not required to be measured on a per-share basis;
                                            (viii) earnings before or after taxes, interest, depreciation, and amortization (including
                                            EBIT and EBITDA); (ix) gross or net operating margins; (x) productivity ratios;
                                            (xi) share price (including, but not limited to, growth measures and total shareholder
                                            return); (xii) expense targets or cost reduction goals, general and administrative expense
                                            savings; (xiii) operating efficiency; (xiv) customer satisfaction; (xv) working
                                            capital targets; (xvi) measures of economic value added or other “value creation”
                                            metrics; (xvii) enterprise value; (xviii) stockholder return; (xix) client
                                            or customer retention; (xx) competitive market metrics; (xxi) employee retention;
                                            (xxii) personal targets, goals or completion of projects (including but not limited
                                            to succession and hiring projects, completion of specific acquisitions, reorganizations or
                                            other corporate transactions or capital-raising transactions, expansions of specific business
                                            operations and meeting divisional or project budgets); (xxiii) system-wide revenues;
                                            (xxiv) cost of capital, debt leverage year-end cash position or book value; (xxv) strategic
                                            objectives, development of new product lines and related revenue, sales and margin targets,
                                            or international operations; or (xxvi) any combination of the foregoing. Any one or
                                            more of the aforementioned performance criteria may be stated as a percentage of another
                                            performance criteria, or used on an absolute or relative basis to measure the Company and/or
                                            one or more Affiliates as a whole or any divisions or operational and/or business units,
                                            product lines, brands, business segments, administrative departments of the Company and/or
                                            one or more Affiliates or any combination thereof, as the Committee may deem appropriate,
                                            or any of the above performance criteria may be compared to the performance of a group of
                                            comparator companies, or a published or special index that the Committee deems appropriate,
                                            or as compared to various stock market indices. The Performance Conditions may include a
                                            threshold level of performance below which no payment shall be made (or no vesting shall
                                            occur), levels of performance at which specified payments shall be made (or specified vesting
                                            shall occur), and a maximum level of performance above which no additional payment shall
                                            be made (or at which full vesting shall occur). The Committee shall have the authority
to make equitable adjustments to the Performance Conditions as may be determined by the Committee, in its sole discretion.



 






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		(ii)	“Permitted
                                            Holder Group” means any group (within the meaning of Section 13(d)(3) or
                                            Section 14(d)(2) of the Exchange Act, or any successor provision) the members of
                                            which include any of the Permitted Holders specified in clauses (i), (ii) and (iii) of
                                            the definition of “Permitted Holders” and that, directly or indirectly, hold
                                            or acquire Beneficial Ownership of the voting stock of Reservoir Holdings, Inc..



 


		(jj)	“Permitted
                                            Holders” means, at any time, each of (i) Persis Holdings, Ltd, a corporation
                                            organized under the laws of British Columbia and any of its subsidiaries, (ii) any individual
                                            that owns Persis Holdings, Ltd, his spouse, children (natural or adopted), lineal descendants
                                            or the estates, heirs, executors, personal representatives, successors or administrators
                                            upon or as a result of the death, incapacity or incompetency of such Person, or any trust
                                            established for the benefit of (or any charitable trust or non-profit entity established
                                            by) any family member mentioned in this clause (i), or any trustee, protector or similar
                                            person of such trust or non-profit entity or any Person, directly or indirectly, controlling,
                                            controlled by or under common control with any Permitted Holder mentioned in this clause
                                            (i), (iii) any person who is acting solely as an underwriter in connection with a public
                                            or private offering of equity interests of Reservoir Holdings, Inc. or any of its direct
                                            or indirect parent companies, acting in such capacity and (iv) any Permitted Holder
                                            Group.



 


		(kk)	“Permitted
                                            Transferee” has the meaning set forth in Section 15(b)(ii)(E) of the
                                            Plan.



 


		(ll)	“Person”
                                            has the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used
                                            in Sections 13(d) and 14(d) thereof, except that such term shall not include
                                            (i) the Company, (ii) a trustee or other fiduciary holding securities under an
                                            employee benefit plan of the Company or any of its Affiliates, (iii) an underwriter
                                            temporarily holding securities pursuant to an offering of such securities, or (iv) a
                                            corporation owned, directly or indirectly, by the stockholders of the Company in substantially
                                            the same proportions as their ownership of Common Stock of the Company.



 


		(mm)	“Released
                                            Unit” has the meaning set forth in Section 9(e)(ii) of the Plan.



 


		(nn)	“Restricted
                                            Period” has the meaning set forth in Section 9(a) of the Plan.



 


		(oo)	“Restricted
                                            Stock” means an Award of Common Stock, subject to certain specified restrictions,
                                            granted under Section 9 of the Plan.



 


		(pp)	“Restricted
                                            Stock Unit” means an Award of an unfunded and unsecured promise to deliver Shares,
                                            cash, other securities or other property, subject to certain specified restrictions, granted
                                            under Section 9 of the Plan.



 


		(qq)	“SAR Period”
                                            has the meaning set forth in Section 8(c) of the Plan.



 


		(rr)	“Securities
                                            Act” means the U.S. Securities Act of 1933, as amended, and any successor thereto.
                                            Reference in the Plan to any section of (or rule promulgated under) the Securities Act
                                            shall be deemed to include any rules, regulations or other interpretative guidance under
                                            such section or rule, and any amendments or successor provisions to such section, rules,
                                            regulations or other interpretive guidance.



 


		(ss)	“Share”
                                            means a share of Common Stock, par value of 0.00001 per share.



 


		(tt)	“Stock Appreciation
                                            Right” or “SAR” means an Award granted under Section 8
                                            of the Plan.



 


		(uu)	“Subsidiary”
                                            means (i) any entity that, directly or indirectly, is controlled by the Company, (ii) any
                                            entity in which the Company, directly or indirectly, has a significant equity interest, in
                                            each case as determined by the Committee and (iii) any other company which the Committee
                                            determines should be treated as a “Subsidiary.”



 


		(vv)	“Substitute
                                            Awards” has the meaning set forth in Section 5(g) of the Plan.



 






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	4. 	Administration.




 


		(a)	The Committee shall
                                            administer the Plan, and shall have the sole and plenary authority to (i) designate
                                            Participants, (ii) determine the type, size, and terms and conditions of Awards (including
                                            Substitute Awards) to be granted and to grant such Awards, (iii) determine the method
                                            by which an Award may be settled, exercised, canceled, forfeited, suspended, or repurchased
                                            by the Company, (iv) implement an Award Transfer Program, (v) determine the circumstances
                                            under which the delivery of cash, property or other amounts payable with respect to an Award
                                            may be deferred, either automatically or at the Participant’s or Committee’s
                                            election, (vi) interpret, administer, reconcile any inconsistency in, correct any defect
                                            in and supply any omission in the Plan and any Award granted under the Plan, (vii) establish,
                                            amend, suspend, or waive any rules and regulations and appoint such agents as the Committee
                                            shall deem appropriate for the proper administration of the Plan, (viii) accelerate
                                            or modify the vesting, delivery or exercisability of, or payment for or lapse of restrictions
                                            on, or waive any condition in respect of, Awards, and (ix) make any other determination
                                            and take any other action that the Committee deems necessary or desirable for the administration
                                            of the Plan or to comply with any applicable law. To the extent determined by the Board and/or
                                            required to comply with the provisions of Rule 16b-3 promulgated under the Exchange
                                            Act (if applicable and if the Board is not acting as the Committee under the Plan), or any
                                            exception or exemption under applicable securities laws or the applicable rules of the
                                            NASDAQ or any other securities exchange or inter-dealer quotation service on which the Common
                                            Stock is listed or quoted, as applicable, it is intended that each member of the Committee
                                            shall, at the time such member takes any action with respect to an Award under the Plan,
                                            be (1) a “non-employee director” within the meaning of Rule 16b-3 promulgated
                                            under the Exchange Act and/or (2) an “independent director” under the rules of
                                            the NASDAQ or any other securities exchange or inter-dealer quotation service on which the
                                            Common Stock is listed or quoted, or a person meeting any similar requirement under any successor
                                            rule or regulation (“Eligible Director”). However, the fact that
                                            a Committee member shall fail to qualify as an Eligible Director shall not invalidate any
                                            Award granted or action taken by the Committee that is otherwise validly granted or taken
                                            under the Plan.



 


		(b)	The Committee may delegate all or any portion of its responsibilities
and powers to any person(s) selected by it, except for grants of Awards to persons who are members of the Board or are otherwise
subject to Section 16 of the Exchange Act. To the extent permitted by applicable law, including under Section 157(c) of
the Delaware General Corporation Law, the Committee may delegate to one or more officers of the Company the authority to grant Options,
SARs, RSUs or other Awards in the form of rights to Shares, except that such delegation shall not be applicable to any Award for a Person
then covered by Section 16 of the Exchange Act, and the Committee may delegate to one or more committees or the Board (which may
consist of solely one Director) the authority to grant all types of awards, in accordance with applicable law. Any such delegation may
be revoked by the Committee at any time.



 


		(c)	As further set forth
                                            in Section 15(f) of the Plan, the Committee shall have the authority to amend the
                                            Plan and Awards to the extent necessary to permit participation in the Plan by Eligible Persons
                                            who are located outside of the United States or are subject to laws outside the United States
                                            on terms and conditions comparable to those afforded to Eligible Persons located within the
                                            United States; provided, however, that no such action shall be taken without
                                            stockholder approval if such approval is required by applicable securities laws or regulation
                                            or NASDAQ listing guidelines.



 


		(d)	Unless otherwise expressly provided in the Plan, all designations,
determinations, interpretations, and other decisions regarding the Plan or any Award or any documents evidencing Awards granted pursuant
to the Plan 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 and entities, including, without limitation, the Company, any Affiliate, any Participant, any holder or beneficiary
of any Award, and any stockholder of the Company.



 






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		(e)	No member of the Board
                                            or the Committee, nor any employee or agent of the Company (each such person, an “Indemnifiable
                                            Person”), shall be liable for any action taken or omitted to be taken or any determination
                                            made with respect to the Plan or any Award hereunder (unless constituting fraud or a willful
                                            criminal act or willful criminal omission). Each Indemnifiable Person shall be indemnified
                                            and held harmless by the Company against and from any loss, cost, liability, or expense (including
                                            attorneys’ fees) that may be imposed upon or incurred by such Indemnifiable Person
                                            in connection with or resulting from any action, suit or proceeding to which such Indemnifiable
                                            Person may be involved as a party, witness or otherwise by reason of any action taken or
                                            omitted to be taken or determination made under the Plan or any Award Agreement and against
                                            and from any and all amounts paid by such Indemnifiable Person with the Company’s approval
                                            (not to be unreasonably withheld), in settlement thereof, or paid by such Indemnifiable Person
                                            in satisfaction of any judgment in any such action, suit or proceeding against such Indemnifiable
                                            Person, and the Company shall advance to such Indemnifiable Person any such expenses promptly
                                            upon written request (which request shall include an undertaking by the Indemnifiable Person
                                            to repay the amount of such advance if it shall ultimately be determined as provided below
                                            that the Indemnifiable Person is not entitled to be indemnified); provided, that the Company
                                            shall have the right, at its own expense, to assume and defend any such action, suit or proceeding,
                                            and once the Company gives notice of its intent to assume the defense, the Company shall
                                            have sole control over such defense with counsel of recognized standing of the Company’s
                                            choice. The foregoing right of indemnification shall not be available to an Indemnifiable
                                            Person to the extent that a final judgment or other final adjudication (in either case not
                                            subject to further appeal) binding upon such Indemnifiable Person determines that the acts
                                            or omissions or determinations of such Indemnifiable Person giving rise to the indemnification
                                            claim resulted from such Indemnifiable Person’s fraud or willful criminal act or willful
                                            criminal omission or that such right of indemnification is otherwise prohibited by law or
                                            by the Company’s certificate of incorporation or by-laws. The foregoing right of indemnification
                                            shall not be exclusive of or otherwise supersede any other rights of indemnification to which
                                            such Indemnifiable Persons may be entitled under the Company’s certificate of incorporation
                                            or by-laws, as a matter of law, individual indemnification agreement or contract or otherwise,
                                            or any other power that the Company may have to indemnify such Indemnifiable Persons or hold
                                            them harmless.



 


		(f)	The Board may at any time and from time to time grant Awards
and administer the Plan with respect to such Awards. In any such case, the Board shall have all the authority granted to the Committee
under the Plan.



 


	5. 	Grant of Awards; Available for Awards; Limitations.




 


		(a)	Awards. The
                                            Committee may grant Awards to one or more Eligible Persons. All Awards granted under the
                                            Plan shall vest and, if applicable, become exercisable in such manner and on such date or
                                            dates or upon such event or events as determined by the Committee and as set forth in an
                                            Award Agreement.



 


		(b)	Available Shares.
                                            Subject to Section 11 of the Plan and subsection (e) below, the maximum number
                                            of Shares available for issuance under the Plan shall not exceed [        
                                              ]1, plus the number of Shares set forth in the next sentence (the
                                            “Share Pool”) on a fully diluted basis. The Share Pool will automatically
                                            increase each fiscal year following the Effective Date beginning with fiscal year 2023 and
                                            ending with fiscal year 2031 by the lesser of (a) 3% of the total number of Shares outstanding
                                            on the last day of the immediately preceding fiscal year on a fully diluted basis and assuming
                                            that all shares available for issuance under the Plan are issued and outstanding or (b) such
                                            number of Shares determined by the Board. The increase shall occur on the first day of each
                                            such fiscal year or another day selected by the Board during such fiscal year.



 


		(c)	Incentive Stock
                                            Options Limit. The maximum number of Shares that may be delivered pursuant to the exercise
                                            of Incentive Stock Options granted under the Plan shall not exceed [        
                                              ].2



 










 






1      To equal 13.18% on a fully diluted basis.


 


2      Insert same number as footnote 1.


 



    7 


     


    




 


		(d)	Director Compensation
                                            Limit. The maximum amount (based on the fair value of Shares underlying Awards on the
                                            grant date as determined in accordance with applicable financial accounting rules) of Awards
                                            that may be granted in any single fiscal year to any non-employee member of the Board, taken
                                            together with any cash fees paid to such non-employee member of the Board during such fiscal
                                            year, shall be $750,000 during such fiscal year.



 


		(e)	Share Counting.
                                            The Share Pool shall be reduced by the number of Shares delivered for each Award granted
                                            under the Plan that is valued by reference to a Share of Common Stock; provided, that
                                            Awards that are valued by reference to Shares but are required to or may be paid in cash
                                            pursuant to their terms shall not reduce the Share Pool. If and to the extent that Awards
                                            terminate, expire, or are cash-settled, canceled, forfeited, exchanged, or surrendered without
                                            having been exercised, vested, or settled, the Shares subject to such Awards shall again
                                            be available for Awards under the Share Pool. In addition, any (i) Shares tendered by
                                            Participants, or withheld by the Company, as full or partial payment to the Company upon
                                            the exercise of Stock Options granted under the Plan; (ii) Shares reserved for issuance
                                            upon the grant of Stock Appreciation Rights, to the extent that the number of reserved Shares
                                            exceeds the number of Shares actually issued upon the exercise of the Stock Appreciation
                                            Rights; and (iii) Shares withheld by, or otherwise remitted to, the Company to satisfy
                                            a Participant’s tax withholding obligations upon the exercise of Options or SARs granted
                                            under the Plan, or upon the lapse of restrictions on, or settlement of, an Award, shall again
                                            be available for Awards under the Share Pool.



 


		(f)	Source of Shares.
                                            Shares delivered by the Company in settlement of Awards may be authorized and unissued Shares,
                                            Shares held in the treasury of the Company, Shares purchased on the open market or by private
                                            purchase, or a combination of the foregoing.



 


		(g)	Substitute Awards.
                                            The Committee may grant Awards in assumption of, or in substitution for, outstanding awards
                                            previously granted by the Company or any Affiliate or an entity directly or indirectly acquired
                                            by the Company or with which the Company combines (“Substitute Awards”),
                                            and such Substitute Awards shall not be counted against the aggregate number of Shares available
                                            for Awards (i.e., Substitute Awards will not be counted against the Share Pool); provided,
                                            that Substitute Awards issued or intended as “incentive stock options” within
                                            the meaning of Section 422 of the Code shall be counted against the aggregate number
                                            of Incentive Stock Options available under the Plan.



 


	6.	Eligibility.




 


		(a)	Participation shall
                                            be for Eligible Persons who have been selected by the Committee or its delegate to receive
                                            grants under the Plan (each such Eligible Person, a “Participant”).



 


		(b)	Holders of options and other types of awards granted by a company
acquired by the Company or with which the Company combines are eligible for grants of Substitute Awards under the Plan to the extent
permitted under applicable regulations of any stock exchange on which the Company is listed.



 


	7. 	Options.




 


		(a)	Generally. Each
                                            Option shall be subject to the conditions set forth in the Plan and in the applicable Award
                                            Agreement. All Options granted under the Plan shall be Nonqualified Stock Options unless
                                            the Award Agreement expressly states otherwise. Incentive Stock Options shall be granted
                                            only subject to and in compliance with Section 422 of the Code, and only to Eligible
                                            Persons who are employees of the Company and its Affiliates and who are eligible to receive
                                            an Incentive Stock Option under the Code. If for any reason an Option intended to be an Incentive
                                            Stock Option (or any portion thereof) shall not qualify as an Incentive Stock Option, then,
                                            to the extent of such nonqualification, such Option or portion thereof shall be regarded
                                            as a Nonqualified Stock Option properly granted under the Plan.



 


		(b)	Exercise Price.
                                            The exercise price per Share of Common Stock for each Option (that is not a Substitute Award),
                                            which is the purchase price per Share underlying the Option, shall be determined by the Committee,
                                            and unless otherwise determined by the Committee, or for Substitute Awards, shall not be
                                            less than 100% of the Fair Market Value of such Share, determined as of the date of grant.



 






    8 


     


    

 


		(c)	Vesting, Exercise
                                            and Expiration. The Committee shall determine the manner and timing of vesting, exercise
                                            and expiration of Options. The period between the date of grant and the scheduled expiration
                                            date of the Option (“Option Period”) shall not exceed ten years,
                                            unless the Option Period (other than in the case of an Incentive Stock Option) would expire
                                            at a time when trading in the Shares is prohibited by the Company’s insider-trading
                                            policy or a Company-imposed “blackout period,” in which case, unless otherwise
                                            provided by the Committee, the Option Period may be extended automatically until the 30th
                                            day following the expiration of such prohibition (so long as such extension shall not violate
                                            Section 409A of the Code) or the Committee may provide for the automatic exercise of
                                            such Option prior to the expiration of the Option Period. The Committee may accelerate the
                                            vesting and/or exercisability of any Option, which acceleration shall not affect any other
                                            terms and conditions of such Option.



 


		(d)	Method of Exercise
                                            and Form of Payment. No Shares shall be delivered pursuant to any exercise of an
                                            Option until the Participant has paid the exercise price to the Company in full, and an amount
                                            equal to any applicable U.S. federal, state and local income and employment taxes and non-U.S.
                                            income and employment taxes, social contributions and any other tax-related items required
                                            to be withheld. Options may be exercised by delivery of written or electronic notice of exercise
                                            to the Company or its designee (including a third-party administrator) in accordance with
                                            the terms of the Option and the Award Agreement accompanied by payment of the exercise price
                                            and such applicable taxes. The exercise price and delivery of all applicable required withholding
                                            taxes shall be payable (i) in cash or by check, cash equivalent and/or, if permitted
                                            by the Award Agreement and/or Committee, Shares valued at the Fair Market Value at the time
                                            the Option is exercised or any combination of the foregoing; provided, that such Shares
                                            are not subject to any pledge or other security interest; or (ii) by such other method
                                            as elected by the Participant and that the Committee may permit, in its sole discretion,
                                            including without limitation: (A) in the form of other property having a Fair Market
                                            Value on the date of exercise equal to the exercise price and all applicable required withholding
                                            taxes; (B) if permitted by the Award Agreement and/or Committee, if there is a public
                                            market for the Shares at such time, by means of a broker-assisted “cashless exercise”
                                            pursuant to which the Company or its designee (including third-party administrators) is delivered
                                            a copy of irrevocable instructions to a stockbroker to sell the Shares otherwise deliverable
                                            upon the exercise of the Option and to deliver promptly to the Company an amount equal to
                                            the exercise price and all applicable required withholding taxes against delivery of the
                                            Shares to settle the applicable trade; or (C) if permitted by the Award Agreement and/or
                                            Committee by means of a “net exercise” procedure effected by withholding the
                                            minimum number of Shares otherwise deliverable in respect of an Option that are needed to
                                            pay for the exercise price and all applicable required withholding taxes. Notwithstanding
                                            the foregoing, unless otherwise determined by the Committee or as set forth in an Award Agreement,
                                            if on the last day of the Option Period, the Fair Market Value of the Common Stock exceeds
                                            the exercise price, the Participant has not exercised the Option, and the Option has not
                                            previously expired, such Option shall be deemed exercised by the Participant on such last
                                            day by means of a “net exercise” procedure described above. In all events of
                                            cashless or net exercise, any fractional Shares shall be settled in cash.



 


		(e)	Compliance with
                                            Laws. Notwithstanding the foregoing, in no event shall the Participant be permitted to
                                            exercise an Option in a manner that the Committee determines would violate the Sarbanes-Oxley
                                            Act of 2002, or any other applicable law or the applicable rules and regulations of
                                            the Securities and Exchange Commission or the applicable rules and regulations of any
                                            securities exchange or inter-dealer quotation service on which the Common Stock of the Company
                                            is listed or quoted.



 


	8.	Stock Appreciation Rights (SARs).




 


		(a)	Generally. Each
                                            SAR shall be subject to the conditions set forth in the Plan and the Award Agreement.



 



    9 


     


    




 


		(b)	Exercise Price.
                                            The exercise or hurdle price per Share of Common Stock for each SAR shall be determined by
                                            the Committee and, unless otherwise determined by the Committee or for Substitute Awards,
                                            shall not be less than 100% of the Fair Market Value of such Share, determined as of the
                                            date of grant.



 


		(c)	Vesting and Expiration.
                                            SARs shall vest and become exercisable and shall expire in such manner and on such date or
                                            dates determined by the Committee and shall expire after such period, not to exceed ten years,
                                            as may be determined by the Committee (the “SAR Period”); provided,
                                            however, that notwithstanding any vesting or exercisability dates set by the Committee,
                                            the Committee may accelerate the vesting and/or exercisability of any SAR, which acceleration
                                            shall not affect the terms and conditions of such SAR other than with respect to vesting
                                            and/or exercisability. If the SAR Period would expire at a time when trading in the Shares
                                            is prohibited by the Company’s insider trading policy or a Company-imposed “blackout
                                            period,” unless otherwise provided by the Committee, the SAR Period may be extended
                                            automatically until the 30th day following the expiration of such prohibition (so long as
                                            such extension shall not violate Section 409A of the Code).



 


		(d)	Method of Exercise.
                                            SARs may be exercised by delivery of written or electronic notice of exercise to the Company
                                            or its designee (including a third-party administrator) in accordance with the terms of the
                                            Award, specifying the number of SARs to be exercised and the date on which such SARs were
                                            awarded. Notwithstanding the foregoing, unless otherwise determined by the Committee or as
                                            set forth in an Award Agreement, if on the last day of the SAR Period, the Fair Market Value
                                            exceeds the exercise price, the Participant has not exercised the SAR, and the SAR has previously
                                            expired, such SAR shall be deemed to have been exercised by the Participant on such last
                                            day and the Company shall make the appropriate payment therefor.



 


		(e)	Payment. Upon
                                            the exercise of a SAR, the Company shall pay to the holder thereof an amount equal to the
                                            number of Shares subject to the SAR that are being exercised multiplied by the excess, if
                                            any, of the Fair Market Value of one Share of Common Stock on the exercise date over the
                                            exercise price, less an amount equal to any applicable U.S. federal, state and local income
                                            and employment taxes and non-U.S. income and employment taxes, social contributions and any
                                            other tax-related items required to be withheld. The Company shall pay such amount in cash,
                                            in Shares valued at Fair Market Value as determined on the date of exercise, or any combination
                                            thereof, as determined by the Committee. Any fractional Shares shall be settled in cash.



 


	9.	Restricted Stock and Restricted Stock Units.




 


		(a)	Generally. Each
                                            Restricted Stock and Restricted Stock Unit Award shall be subject to the conditions set forth
                                            in the Plan and the applicable Award Agreement. The Committee shall establish restrictions
                                            applicable to Restricted Stock and Restricted Stock Units, including the period over which
                                            the restrictions shall apply (the “Restricted Period”), and the time or
                                            times at which Restricted Stock or Restricted Stock Units shall become vested (which, for
                                            the avoidance of doubt, may include service- and/or performance-based vesting conditions).
                                            The Committee may accelerate the vesting and/or the lapse of any or all of the restrictions
                                            on Restricted Stock and Restricted Stock Units which acceleration shall not affect any other
                                            terms and conditions of such Awards. No Share of Common Stock shall be issued at the time
                                            an Award of Restricted Stock Units is made, and the Company will not be required to set aside
                                            a fund for the payment of any such Award.



 


		(b)	Director Retainer
                                            Fees. To the extent permitted by the Board and subject to such rules, approvals, and
                                            conditions as the Committee may impose from time to time, an Eligible Person who is a non-employee
                                            or unaffiliated Director may elect to receive all or a portion of such Eligible Person’s
                                            cash director fees and other cash director compensation payable for director services provided
                                            to the Company by such Eligible Person in any fiscal year, in whole or in part, in the form
                                            of Restricted Stock Units or Shares, which shall not count against the Share Pool.



 



    10 


     


    





 


	 	(c)	Stock Certificates; Escrow or Similar Arrangement. Upon the grant of Restricted Stock, the Committee shall cause Share(s) of
  Common Stock to be registered in the name of the Participant, which may be evidenced in any manner the Committee may deem appropriate,
  including in book-entry form subject to the Company’s directions or the issuance of a stock certificate registered in the name
  of the Participant. In such event, the Committee may provide that such certificates shall be held by the Company or in escrow rather
  than delivered to the Participant pending vesting and release of restrictions, in which case the Committee may require the Participant
  to execute and deliver to the Company or its designee (including third-party administrators) (i) an escrow agreement satisfactory
  to the Committee, if applicable, and (ii) the appropriate stock power (endorsed in blank) with respect to the Restricted Stock.
  Subject to the restrictions set forth in the applicable Award Agreement, a Participant generally shall have the rights and privileges
  of a stockholder with respect to Awards of Restricted Stock, including the right to vote such Shares of Restricted Stock and the right
  to receive dividends. Unless otherwise provided by the Committee or in an Award Agreement, an RSU shall not convey to the Participant
  the rights and privileges of a stockholder with respect to the Share subject to the RSU, such as the right to vote or the right to
  receive dividends, unless and until a Share is issued to the Participant to settle the RSU.




 


		(d)	Restrictions; Forfeiture.
                                            Restricted Stock and Restricted Stock Units awarded to the Participant shall be subject
                                            to forfeiture until the expiration of the Restricted Period and the attainment of any other
                                            vesting criteria established by the Committee, and shall be subject to the restrictions on
                                            transferability set forth in the Award Agreement. Unless otherwise provided by the Committee,
                                            in the event of any forfeiture, all rights of the Participant to such Restricted Stock (or
                                            as a stockholder with respect thereto), and to such Restricted Stock Units, as applicable,
                                            shall terminate without further action or obligation on the part of the Company. The Committee
                                            shall have the authority to remove any or all of the restrictions on the Restricted Stock
                                            and Restricted Stock Units whenever it may determine that, by reason of changes in applicable
                                            laws or other changes in circumstances arising after the date of grant of the Restricted
                                            Stock Award or Restricted Stock Unit Award, such action is appropriate.



 


		(e)	Delivery of Restricted
                                            Stock and Settlement of Restricted Stock Units.



 


	 	(i)	Upon the expiration of the Restricted Period with respect to any Shares
of Restricted Stock and the attainment of any other vesting criteria, the restrictions set forth in the applicable Award Agreement shall
be of no further force or effect, except as set forth in the Award Agreement. If an escrow arrangement is used, upon such expiration the
Company shall deliver to the Participant or such Participant’s beneficiary or Permitted Transferee (via book-entry notation or,
if applicable, in stock certificate form) the Shares of Restricted Stock with respect to which the Restricted Period has expired (rounded
down to the nearest full Share).




 


		(ii)	Unless otherwise provided
                                            by the Committee in an Award Agreement, upon the expiration of the Restricted Period and
                                            the attainment of any other vesting criteria established by the Committee, with respect to
                                            any outstanding Restricted Stock Units, the Company shall deliver to the Participant, or
                                            such Participant’s beneficiary (via book-entry notation or, if applicable, in stock
                                            certificate form), one Share of Common Stock (or other securities or other property, as applicable)
                                            for each such outstanding Restricted Stock Unit that has not then been forfeited and with
                                            respect to which the Restricted Period has expired and any other such vesting criteria are
                                            attained (“Released Unit”); provided, however, that the
                                            Committee may elect to (A) pay cash or part cash and part Common Stock in lieu of delivering
                                            only Shares in respect of such Released Units or (B) defer the delivery of Common Stock
                                            (or cash or part Common Stock and part cash, as the case may be) beyond the expiration of
                                            the Restricted Period if such extension would not cause adverse tax consequences under Section 409A
                                            of the Code. If a cash payment is made in lieu of delivering Shares, the amount of such payment
                                            shall be equal to the Fair Market Value of the Common Stock as of the date on which the Shares
                                            would have otherwise been delivered to the Participant in respect of such Restricted Stock
                                            Units.



 






    11 


     


    

  


		(f)	Legends on Restricted
                                            Stock. Each certificate representing Shares of Restricted Stock awarded under the Plan,
                                            if any, shall bear as appropriate a legend substantially in the form of the following in
                                            addition to any other information the Company deems appropriate until the lapse of all restrictions
                                            with respect to such Common Stock:








 


TRANSFER OF THIS CERTIFICATE AND THE SHARES REPRESENTED
HEREBY IS RESTRICTED PURSUANT TO THE TERMS OF THE RESERVOIR HOLDINGS, INC. 2021 OMNIBUS INCENTIVE PLAN AND A RESTRICTED STOCK AWARD
AGREEMENT, DATED AS OF                  ,
BETWEEN RESERVOIR HOLDINGS, INC. AND                  .
A COPY OF SUCH PLAN AND AWARD AGREEMENT IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF RESERVOIR HOLDINGS, INC.


 


	10.	Other Stock-Based Awards and Other Cash-Based
                                            Awards. The Committee may issue unrestricted Common Stock, rights to receive future
                                            grants of Awards, or other Awards denominated in Common Stock (including performance shares
                                            or performance units), or Awards that provide for cash payments based in whole or in
                                            part on the value or future value of Shares (“Other Stock-Based Awards”)
                                            and Other Cash-Based Awards under the Plan to Eligible Persons, alone or in tandem with other
                                            Awards, in such amounts as the Committee shall from time to time determine. Each Other Stock-Based
                                            Award shall be evidenced by an Award Agreement, which may include conditions including, without
                                            limitation, the payment by the Participant of the Fair Market Value of such Shares on the
                                            date of grant. Each Other Cash-Based Award granted under the Plan shall be evidenced in such
                                            form as the Committee may determine from time to time.



  


	11.	Changes in Capital Structure and Similar
                                            Events. In the event of (a) any dividend (other than regular cash dividends)
                                            or other distribution (whether in the form of cash, Shares, other securities or other property),
                                            recapitalization, stock split, reverse stock split, reorganization, merger, amalgamation,
                                            consolidation, split-up, split-off, spin-off, combination, repurchase or exchange of Shares
                                            or other securities of the Company, issuance of warrants or other rights to acquire Shares
                                            or other securities of the Company, or other similar corporate transaction or event (including,
                                            without limitation, a Change in Control) that affects the Shares, or (b) unusual or
                                            nonrecurring events (including, without limitation, a Change in Control) affecting the Company,
                                            any Affiliate, or the financial statements of the Company or any Affiliate, or changes in
                                            applicable rules, rulings, regulations or other requirements of any governmental body or
                                            securities exchange or inter-dealer quotation service, accounting principles or law, such
                                            that in any case an adjustment is determined by the Committee to be necessary or appropriate,
                                            then the Committee shall (other than with respect to Other Cash-Based Awards), to the extent
                                            permitted under Section 409A of the Code, make any such adjustments in such manner as
                                            it may deem equitable, including without limitation any or all of the following:



  


		(i)	adjusting any or all of (A) the number of Shares or other
securities of the Company (or number and kind of other securities or other property) that may be delivered in respect of Awards or with
respect to which Awards may be granted under the Plan (including, without limitation, adjusting any or all of the limitations under Section 5
of the Plan) and (B) the terms of any outstanding Award, including, without limitation, (1) the number of Shares or other securities
of the Company (or number and kind of other securities or other property) subject to outstanding Awards or to which outstanding Awards
relate, (2) the exercise price with respect to any Award and/or (3) any applicable performance measures (including, without
limitation, Performance Conditions and performance periods);



  


		(ii)	providing for a substitution or assumption of Awards (or awards
of an acquiring company), accelerating the delivery, vesting and/or exercisability of, lapse of restrictions and/or other conditions
on, or termination of, Awards or providing for a period of time (which shall not be required to be more than ten (10) days) for
Participants to exercise outstanding Awards prior to the occurrence of such event (and any such Award not so exercised shall terminate
or become no longer exercisable upon the occurrence of such event); and



 


		(iii)	cancelling any one or more outstanding Awards (or awards of
an acquiring company) and causing to be paid to the holders thereof, in cash, Shares, other securities or other property, or any combination
thereof, the value of such Awards, if any, as determined by the Committee (which if applicable may be based upon the price per Share
of Common Stock received or to be received by other stockholders of the Company in such event), including without limitation, in the
case of an outstanding Option or SAR, a cash payment in an amount equal to the excess, if any, of the Fair Market Value (as of a date
specified by the Committee) of the Shares subject to such Option or SAR over the aggregate exercise price of such Option or SAR, respectively
(it being understood that, in such event, any Option or SAR having a per-Share exercise
price equal to, or in excess of, the Fair Market Value (as of the date specified by the Committee) of a Share of Common Stock subject
thereto may be canceled and terminated without any payment or consideration therefor);



 






    12 


     


    

 


provided, however, that the Committee shall
make an equitable or proportionate adjustment to outstanding Awards to reflect any “equity restructuring” (within
the meaning of the Financial Accounting Standards Codification Topic 718 (or any successor pronouncement thereto)). Except as otherwise
determined by the Committee, any adjustment in Incentive Stock Options under this Section 11 (other than any cancellation of Incentive
Stock Options) shall be made only to the extent not constituting a “modification” within the meaning of Section 424(h)(3) of
the Code, and any adjustments under this Section 11 shall be made in a manner that does not adversely affect the exemption provided
pursuant to Rule 16b-3 promulgated under the Exchange Act. Any such adjustment shall be conclusive and binding for all purposes.
In anticipation of the occurrence of any event listed in the first sentence of this Section 11, for reasons of administrative convenience,
the Committee in its sole discretion may refuse to permit the exercise of any Award or as it otherwise may determine during a period
of up to 30 days prior to, and/or up to 30 days after, the anticipated occurrence of any such event.


 


	12.	Effect of Termination of Service or a
                                            Change in Control on Awards.



 


		(a)	Termination. To
                                            the extent permitted under Section 409A of the Code, the Committee may provide, by rule or
                                            regulation or in any applicable Award Agreement, or may determine in any individual case,
                                            the circumstances in which, and to the extent to which, an Award may be exercised, settled,
                                            vested, paid or forfeited in the event of the Participant’s termination of service
                                            prior to the end of a performance period or vesting, exercise or settlement of such Award.



 


		(b)	Change in Control.
                                            In the event of a Change in Control, notwithstanding any provision of the Plan to the contrary,
                                            the Committee may provide for: (i) continuation or assumption of such outstanding Awards
                                            under the Plan by the Company (if it is the surviving corporation) or by the surviving corporation
                                            or its parent; (ii) substitution by the surviving corporation or its parent of awards
                                            with substantially the same terms and value for such outstanding Awards (in the case of an
                                            Option or SAR, the Intrinsic Value at grant of such Substitute Award shall equal the Intrinsic
                                            Value of the Award); (iii) acceleration of the vesting (including the lapse of any restrictions,
                                            with any performance criteria or other performance conditions deemed met at target) or right
                                            to exercise such outstanding Awards immediately prior to or as of the date of the Change
                                            in Control, and the expiration of such outstanding Awards to the extent not timely exercised
                                            by the date of the Change in Control or other date thereafter designated by the Committee;
                                            or (iv) in the case of an Option or SAR, cancelation in consideration of a payment in
                                            cash or other consideration to the Participant who holds such Award in an amount equal to
                                            the Intrinsic Value of such Award (which may be equal to but not less than zero), which,
                                            if in excess of zero, shall be payable upon the effective date of such Change in Control.
                                            For the avoidance of doubt, in the event of a Change in Control, the Committee may, in its
                                            sole discretion, terminate any Option or SARs for which the exercise or hurdle price is equal
                                            to or exceeds the per Share value of the consideration to be paid in the Change in Control
                                            transaction without payment of consideration therefor.



 


	13.	Deferred Awards. The Committee is authorized, subject to limitations under applicable law, to grant to Participants
  Deferred Awards, which may be a right to receive Shares or cash under the Plan (either independently or as an element of or supplement
  to any other Award under the Plan), including, as may be required by any applicable law or regulations or determined by the Committee,
  in lieu of any annual bonus, commission or retainer that may be payable to a Participant under any applicable, bonus, commission or
  retainer plan or arrangement. The Committee shall determine the terms and conditions of such Deferred Awards, including, without limitation,
  the method of converting the amount of annual bonus into a Deferred Award, if applicable, and the form, vesting, settlement, forfeiture
  and cancellation provisions or any other criteria, if any, applicable to such Deferred Awards. Shares underlying a Share-denominated
  Deferred Award, which is subject to a vesting schedule or other conditions or criteria, including forfeiture or cancellation provisions,
  set by the Committee shall not be issued until or following the date that those conditions and criteria have been satisfied. Deferred
  Awards shall be subject to such restrictions as the Committee may impose (including any limitation on the right to vote a Share underlying
  a Deferred Award or the right to receive any dividend, dividend equivalent or other right), which restrictions may lapse separately
  or in combination at such time or times, in such installments or otherwise, as the Committee may deem appropriate. The Committee may
  determine the form or forms (including cash, Shares, other Awards, other property or any combination thereof) in which payment of the
  amount owing upon settlement of any Deferred Award may be made.




 






    13 


     


    

 


	14.	Amendments and Termination.




 


		(a)	Amendment and Termination
                                            of the Plan. The Board may amend, alter, suspend, discontinue, or terminate the Plan
                                            or any portion thereof at any time; provided, that no such amendment, alteration,
                                            suspension, discontinuation or termination shall be made without stockholder approval if
                                            such approval is necessary to comply with any tax or regulatory requirement applicable to
                                            the Plan (including, without limitation, as necessary to comply with any applicable rules or
                                            requirements of any securities exchange or inter-dealer quotation service on which the Shares
                                            may be listed or quoted, for changes in GAAP to new accounting standards); provided,
                                            further, that any such amendment, alteration, suspension, discontinuance or termination
                                            that would materially and adversely affect the rights of any Participant or any holder or
                                            beneficiary of any Award theretofore granted shall not to that extent be effective without
                                            the consent of the affected Participant, holder or beneficiary, unless the Committee determines
                                            that such amendment, alteration, suspension, discontinuance or termination is either required
                                            or advisable in order for the Company, the Plan or the Award to satisfy any applicable law
                                            or regulation.



 


		(b)	Amendment of Award
                                            Agreements. The Committee may, to the extent not inconsistent with the terms of any applicable
                                            Award Agreement or the Plan, waive any conditions or rights under, amend any terms of, or
                                            alter, suspend, discontinue, cancel or terminate, any Award theretofore granted or the associated
                                            Award Agreement, prospectively or retroactively (including after the Participant’s
                                            termination of employment or service with the Company); provided, that any such waiver,
                                            amendment, alteration, suspension, discontinuance, cancellation or termination that would
                                            materially and adversely affect the rights of any Participant with respect to any Award theretofore
                                            granted shall not to that extent be effective without the consent of the affected Participant
                                            unless the Committee determines that such waiver, amendment, alteration, suspension, discontinuance,
                                            cancellation or termination is either required or advisable in order for the Company, the
                                            Plan or the Award to satisfy any applicable law or regulation; provided, further,
                                            that the Committee may, without stockholder approval, (i) reduce the exercise price
                                            of any Option or SAR, (ii) cancel any outstanding Option or SAR and replace it with
                                            a new Option or SAR (with a lower exercise price) or other Award or cash, (iii) take
                                            any other action that is considered a “repricing” for purposes of the stockholder
                                            approval rules of the applicable securities exchange or inter-dealer quotation service
                                            on which the Common Stock is listed or quoted, and/or (iv) cancel any outstanding Option
                                            or SAR that has a per-Share exercise price (as applicable) at or above the Fair Market Value
                                            of a Share of Common Stock on the date of cancellation, and pay any consideration to the
                                            holder thereof, whether in cash, securities, or other property, or any combination thereof.



 


	15	General.




  


		(a)	Award Agreements; Other
                                            Agreements. Each Award (other than an Other Cash-Based Award) under the Plan shall be
                                            evidenced by an Award Agreement, which shall be delivered to the Participant and shall specify
                                            the terms and conditions of the Award and any rules applicable thereto. In the event
                                            of any conflict between the terms of the Plan and any Award Agreement or employment, change-in-control,
                                            severance or other agreement in effect with the Participant, the terms of the Plan shall
                                            control.



 


		(b)	Nontransferability.



 


		(i)	Each Award shall be exercisable
                                            only by the Participant during the Participant’s lifetime, or, if permissible under
                                            applicable law or the Plan, by the Participant’s legal guardian or representative or
                                            beneficiary or Permitted Transferee. No Award may be assigned, alienated, pledged, attached,
                                            sold or otherwise transferred or encumbered by the Participant other than by will or by the
                                            laws of descent and distribution or as set forth below in clause (ii), and any such purported
                                            assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and
                                            unenforceable against the Company or an Affiliate; provided, that the designation
                                            of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale,
                                            transfer or encumbrance.



 






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		(ii)	Notwithstanding the
                                            foregoing, the Committee may permit Awards (other than Incentive Stock Options) to be transferred
                                            by the Participant, without consideration, subject to such rules as the Committee may
                                            adopt, to (A) any person who is a “family member” of the Participant, as
                                            such term is used in the instructions to Form S-8 under the Securities Act or any successor
                                            form of registration statements promulgated by the Securities and Exchange Commission (collectively,
                                            the “Immediate Family Members”); (B) a trust solely for the benefit
                                            of the Participant or the Participant’s Immediate Family Members; (C) a partnership
                                            or limited liability company whose only partners or stockholders are the Participant and
                                            the Participant’s Immediate Family Members; (D) a bank or third party pursuant
                                            to an Award Transfer Program; or (E) any other transferee as may be approved either
                                            (1) by the Board or the Committee, or (2) as provided in the applicable Award Agreement;
                                            (each transferee described in clause (A), (B), (C) or (D) above is hereinafter
                                            referred to as a “Permitted Transferee”); provided, that the Participant
                                            gives the Committee or its delegate advance written notice describing the terms and conditions
                                            of the proposed transfer and the Committee or its delegate notifies the Participant in writing
                                            that such a transfer would comply with the requirements of the Plan.



  


		(iii)	The terms of any Award transferred in accordance with the immediately
preceding paragraph shall apply to the Permitted Transferee, and any reference in the Plan, or in any applicable Award Agreement, to
the Participant shall be deemed to refer to the Permitted Transferee, except that, as otherwise provided by the Committee, (A) Permitted
Transferees shall not be entitled to transfer any Award, other than by will or the laws of descent and distribution; (B) Permitted
Transferees shall not be entitled to exercise any transferred Option unless there shall be in effect a registration statement on an appropriate
form covering the Shares to be acquired pursuant to the exercise of such Option if the Committee determines, consistent with any applicable
Award Agreement, that such a registration statement is necessary or appropriate; (C) the Committee or the Company shall not be required
to provide any notice to a Permitted Transferee, whether or not such notice is or would otherwise have been required to be given to the
Participant under the Plan or otherwise; (D) the consequences of the termination of the Participant’s employment by, or services
to, the Company or an Affiliate under the terms of the Plan and the applicable Award Agreement shall continue to be applied with respect
to the transferred Award, including, without limitation, that an Option shall be exercisable by the Permitted Transferee only to the
extent, and for the periods, specified in the Plan and the applicable Award Agreement; and (E) any non-competition, non-solicitation,
non-disparagement, non-disclosure, or other restrictive covenants contained in any Award Agreement or other agreement between the Participant
and the Company or any Affiliate shall continue to apply to the Participant.



  


		(c)	Dividends and Dividend
                                            Equivalents. The Committee may specify in the applicable Award Agreement that any or
                                            all dividends, dividend equivalents or other distributions, as applicable, paid on Awards
                                            prior to vesting or settlement, as applicable, be paid either in cash or in additional Shares
                                            and either on a current or deferred basis and that such dividends, dividend equivalents or
                                            other distributions may be reinvested in additional Shares, which may be subject to the same
                                            restrictions as the underlying Awards.



 






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		(d)	Tax Withholding.



 


		(i)	The Participant shall be required to pay to the Company or any
Affiliate, and the Company or any Affiliate shall have the right (but not the obligation) and is hereby authorized to withhold, from
any cash, Shares, other securities or other property deliverable under any Award or from any compensation or other amounts owing to the
Participant, the amount (in cash, Common Stock, other securities or other property) of any required withholding taxes (up to the maximum permissible withholding amounts) in respect
of an Award, its exercise, or any payment or transfer under an Award or under the Plan and to take such other action that the Committee
or the Company deem necessary to satisfy all obligations for the payment of such withholding taxes.






 





		(ii)	Without limiting the generality of paragraph (i) above,
the Committee may permit the Participant to satisfy, in whole or in part, the foregoing withholding liability by (A) payment in
cash, (B) the delivery of Shares (which Shares are not subject to any pledge or other security interest) owned by the Participant
having a Fair Market Value on such date equal to such withholding liability or (C) having the Company withhold from the number of
Shares otherwise issuable or deliverable pursuant to the exercise or settlement of the Award a number of Shares with a Fair Market Value
on such date equal to such withholding liability. In addition, subject to any requirements of applicable law, the Participant may also
satisfy the tax withholding obligations by other methods, including selling Shares that would otherwise be available for delivery, provided,
that the Board or the Committee has specifically approved such payment method in advance.



 





		(e)	No
                                            Claim to Awards; No Rights to Continued Employment, Directorship or Engagement.
                                            No employee, Director of the Company, consultant providing service to the Company or an Affiliate,
                                            or other person, shall have any claim or right to be granted an Award under the Plan or,
                                            having been selected for the grant of an Award, to be selected for a grant of any other Award.
                                            There is no obligation for uniformity of treatment of Participants or holders or beneficiaries
                                            of Awards. The terms and conditions of Awards and the Committee’s determinations and
                                            interpretations with respect thereto need not be the same with respect to each Participant
                                            and may be made selectively among Participants, whether or not such Participants are similarly
                                            situated. Neither the Plan nor any action taken hereunder shall be construed as giving any
                                            Participant any right to be retained in the employ or service of the Company or an Affiliate,
                                            or to continue in the employ or the service of the Company or an Affiliate, nor shall it
                                            be construed as giving any Participant who is a Director any rights to continued service
                                            on the Board.



 





		(f)	International Participants.
                                            With respect to Participants who reside or work outside of the United States or are subject
                                            to non-U.S. legal restrictions or regulations, the Committee may amend the terms of the Plan
                                            or appendices thereto, or outstanding Awards, with respect to such Participants, in order
                                            to conform such terms with or accommodate the requirements of local laws, procedures or practices
                                            or to obtain more favorable tax or other treatment for the Participant, the Company or its
                                            Affiliates. Without limiting the generality of this subsection, the Committee is specifically
                                            authorized to adopt rules, procedures and sub-plans with provisions that limit or modify
                                            rights on death, disability, retirement or other terminations of employment, available methods
                                            of exercise or settlement of an Award, payment of income, social insurance contributions
                                            or payroll taxes, withholding procedures and handling of any stock certificates or other
                                            indicia of ownership that vary with local requirements. The Committee may also adopt rules,
                                            procedures or sub-plans applicable to particular Affiliates or locations.



 





		(g)	Beneficiary Designation.
                                            The Participant’s beneficiary shall be the Participant’s spouse (or domestic
                                            partner if such status is recognized by the Company and in such jurisdiction), or if the
                                            Participant is otherwise unmarried at the time of death, the Participant’s estate,
                                            except to the extent that a different beneficiary is designated in accordance with procedures
                                            that may be established by the Committee from time to time for such purpose. Notwithstanding
                                            the foregoing, in the absence of a beneficiary validly designated under such Committee-established
                                            procedures and/or applicable law who is living (or in existence) at the time of death of
                                            a Participant residing or working outside the United States, any required distribution under
                                            the Plan shall be made to the executor or administrator of the estate of the Participant,
                                            or to such other individual as may be prescribed by applicable law.



 






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		(h)	Termination of Employment
                                            or Service. The Committee, in its sole discretion, shall determine the effect of all
                                            matters and questions related to the termination of employment of or service of a Participant.
                                            Except as otherwise provided in an Award Agreement, or any employment, consulting, change-in-control,
                                            severance or other agreement between the Participant and the Company or an Affiliate, unless
                                            determined otherwise by the Committee: (i) neither a temporary absence from employment
                                            or service due to illness, vacation or leave of absence (including, without limitation, a
                                            call to active duty for military service through a Reserve or National Guard unit) nor a
                                            transfer from employment or service with the Company to employment or service with an Affiliate
                                            (or vice versa) shall be considered a termination of employment or service with the Company
                                            or an Affiliate; and (ii) if the Participant’s employment with the Company or
                                            its Affiliates terminates, but such Participant continues to provide services with the Company
                                            or its Affiliates in a non-employee capacity (including as a non-employee Director) (or vice
                                            versa), such change in status shall not be considered a termination of employment or service
                                            with the Company or an Affiliate for purposes of the Plan.



 








		(i)	No Rights as a Stockholder.
                                            Except as otherwise specifically provided in the Plan or any Award Agreement, no person shall
                                            be entitled to the privileges of ownership in respect of Shares that are subject to Awards
                                            hereunder until such Shares have been issued or delivered to that person.



 





		(j)	Government and Other
                                            Regulations.



 


		(i)	Nothing in the Plan shall be deemed to authorize the Committee
or Board or any members thereof to take any action contrary to applicable law or regulation, or rules of the NASDAQ or any other
securities exchange or inter-dealer quotation service on which the Common Stock is listed or quoted.



 





		(ii)	The obligation of the Company to settle Awards in Common Stock
or other consideration shall be subject to all applicable laws, rules, and regulations, and to such approvals by governmental agencies
as may be required. Notwithstanding any terms or conditions of any Award to the contrary, the Company shall be under no obligation to
offer to sell or to sell, and shall be prohibited from offering to sell or selling, any Shares pursuant to an Award unless such Shares
have been properly registered for sale pursuant to the Securities Act with the Securities and Exchange Commission or unless the Company
has received an opinion of counsel, satisfactory to the Company, that such Shares may be offered or sold without such registration pursuant
to and in compliance with the terms of an available exemption. The Company shall be under no obligation to register for sale under the
Securities Act any of the Shares to be offered or sold under the Plan. The Committee shall have the authority to provide that all Shares
or other securities of the Company or any Affiliate delivered under the Plan shall be subject to such stop-transfer orders and other
restrictions as the Committee may deem advisable under the Plan, the applicable Award Agreement, U.S. federal securities laws, or the
rules, regulations and other requirements of the U.S. Securities and Exchange Commission, any securities exchange or inter-dealer quotation
service upon which such Shares or other securities of the Company are then listed or quoted and any other applicable federal, state,
local or non-U.S. laws, rules, regulations and other requirements, and, without limiting the generality of Section 9 of the Plan,
the Committee may cause a legend or legends to be put on any such certificates of Common Stock or other securities of the Company or
any Affiliate delivered under the Plan to make appropriate reference to such restrictions or may cause such Common Stock or other securities
of the Company or any Affiliate delivered under the Plan in book-entry form to be held subject to the Company’s instructions or
subject to appropriate stop-transfer orders. Notwithstanding any provision in the Plan to the contrary, the Committee reserves the right
to add any additional terms or provisions to any Award granted under the Plan that it in its sole discretion deems necessary or advisable
in order that such Award complies with the legal requirements of any governmental entity to whose jurisdiction the Award is subject.



 





		(iii)	The Committee may cancel an Award or any portion thereof if
it determines that legal or contractual restrictions and/or blockage and/or other market considerations would make the Company’s
acquisition of Shares from the public markets, the Company’s issuance of Common Stock to the Participant, the Participant’s
acquisition of Common Stock from the Company and/or the Participant’s sale of Common Stock to the public markets illegal, impracticable
or inadvisable. If the Committee determines to cancel all or any portion of an Award in accordance with the foregoing, unless prevented
by applicable laws, the Company shall pay to the Participant an amount equal to the excess of (A) the
aggregate Fair Market Value of the Shares subject to such Award or portion thereof canceled (determined as of the applicable exercise
date, or the date that the Shares would have been vested or delivered, as applicable), over (B) the aggregate exercise price (in
the case of an Option or SAR, respectively) or any amount payable as a condition of delivery of Shares (in the case of any other Award).
Such amount shall be delivered to the Participant as soon as practicable following the cancellation of such Award or portion thereof.



 






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		(k)	Payments to Persons
                                            Other Than Participants. If the Committee shall find that any person to whom any amount
                                            is payable under the Plan is unable to care for such person’s affairs because of illness
                                            or accident, or is a minor, or has died, then any payment due to such person or such person’s
                                            estate (unless a prior claim therefor has been made by a duly appointed legal representative
                                            or a beneficiary designation form has been filed with the Company) may, if the Committee
                                            so directs the Company, be paid to such person’s spouse, child, or relative, or an
                                            institution maintaining or having custody of such person, or any other person deemed by the
                                            Committee to be a proper recipient on behalf of such person otherwise entitled to payment.
                                            Any such payment shall be a complete discharge of the liability of the Committee and the
                                            Company therefor.



 





		(l)	Nonexclusivity of
                                            the Plan. Neither the adoption of the Plan by the Board nor the submission of the Plan
                                            to the stockholders of the Company for approval shall be construed as creating any limitations
                                            on the power of the Board to adopt such other incentive arrangements as it may deem desirable,
                                            including, without limitation, the granting of stock options or awards otherwise than under
                                            the Plan, and such arrangements may be either applicable generally or only in specific cases.



 





		(m)	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, on the
                                            one hand, and the Participant or other person or entity, on the other hand. No provision
                                            of the Plan or any Award shall require the Company, for the purpose of satisfying any obligations
                                            under the Plan, to purchase assets or place any assets in a trust or other entity to which
                                            contributions are made or to otherwise segregate any assets, nor shall the Company maintain
                                            separate bank accounts, books, records or other evidence of the existence of a segregated
                                            or separately maintained or administered fund for such purposes. Participants shall have
                                            no rights under the Plan other than as unsecured general creditors of the Company.



 





		(n)	Reliance on Reports.
                                            Each member of the Committee and each member of the Board (and each such member’s respective
                                            designees) shall be fully justified in acting or failing to act, as the case may be, and
                                            shall not be liable for having so acted or failed to act in good faith, in reliance upon
                                            any report made by the independent registered public accounting firm of the Company and its
                                            Affiliates and/or any other information furnished in connection with the Plan by any agent
                                            of the Company or the Committee or the Board, other than such member or designee.



 





		(o)	Relationship to
                                            Other Benefits. No payment under the Plan shall be taken into account in determining
                                            any benefits under any pension, retirement, profit sharing, group insurance or other benefit
                                            plan of the Company except as otherwise specifically provided in such other plan.



 





		(p)	Governing Law.
                                            The Plan shall be governed by and construed in accordance with the laws of the State of Delaware,
                                            without regard to principles of conflicts of laws thereof, or principles of conflicts of
                                            laws of any other jurisdiction that could cause the application of the laws of any jurisdiction
                                            other than the State of Delaware.



 





		(q)	Severability.
                                            If any provision of the Plan or any Award or Award Agreement is or becomes or is deemed to
                                            be invalid, illegal, or unenforceable in any jurisdiction or as to any person or entity or
                                            Award, 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 the applicable laws, or
                                            if it cannot be construed or deemed amended without, in the determination of the Committee,
                                            materially altering the intent of the Plan or the Award, such provision shall be construed
                                            or deemed stricken as to such jurisdiction, person or entity or Award, and the remainder
                                            of the Plan and any such Award shall remain in full force and effect.



 






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		(r)	Obligations Binding
                                            on Successors. The obligations of the Company under the Plan shall be binding upon any
                                            successor corporation or organization resulting from the merger, consolidation or other reorganization
                                            of the Company, or upon any successor corporation or organization succeeding to all or substantially
                                            all of the assets and business of the Company.



 





		(s)	Section 409A
                                            of the Code.



 





		(i)	It is intended that the Plan comply with Section 409A of
the Code, and all provisions of the Plan shall be construed and interpreted in a manner consistent with the requirements for avoiding
taxes or penalties under Section 409A of the Code. Each Participant is solely responsible and liable for the satisfaction of all
taxes and penalties that may be imposed on or in respect of such Participant in connection with the Plan or any other plan maintained
by the Company, including any taxes and penalties under Section 409A of the Code, and neither the Company nor any Affiliate shall
have any obligation to indemnify or otherwise hold such Participant or any beneficiary harmless from any or all of such taxes or penalties.
With respect to any Award that is considered “deferred compensation” subject to Section 409A of the Code, references
in the Plan to “termination of employment”(and substantially similar phrases) shall mean
 “separation from service” within the meaning of Section 409A of the Code. For purposes of Section 409A of the Code,
each of the payments that may be made in respect of any Award granted under the Plan is designated as a separate payment.



 





		(ii)	Notwithstanding anything in the Plan to the contrary, if the
Participant is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, no payments or
deliveries in respect of any Awards that are “deferred compensation” subject to Section 409A of the Code shall be made
to such Participant prior to the date that is six months after the date of such Participant’s “separation from service”
within the meaning of Section 409A of the Code or, if earlier, the Participant’s date of death. All such delayed payments
or deliveries will be paid or delivered (without interest) in a single lump sum on the earliest date permitted under Section 409A
of the Code that is also a business day.



 


		(iii)	In the event that the timing of payments in respect of any Award
that would otherwise be considered “deferred compensation” subject to Section 409A of the Code would be accelerated
upon the occurrence of (A) a Change in Control, no such acceleration shall be permitted unless the event giving rise to the Change
in Control satisfies the definition of a change in the ownership or effective control of a corporation, or a change in the ownership
of a substantial portion of the assets of a corporation pursuant to Section 409A of the Code and any Treasury Regulations promulgated
thereunder or (B) a Disability, no such acceleration shall be permitted unless the Disability also satisfies the definition of “disability”
pursuant to Section 409A of the Code and any Treasury Regulations promulgated thereunder.



 





		(t)	Clawback/Forfeiture.
                                            The Committee shall have full authority to implement any policies and procedures necessary
                                            to comply with Section 10D of the Exchange Act and any rules promulgated thereunder
                                            and any other regulatory regimes. Notwithstanding anything to the contrary contained herein,
                                            the Committee may, to the extent permitted by applicable law and stock exchange rules or
                                            by any applicable Company policy or arrangement, and shall, to the extent required, cancel
                                            or require reimbursement of any Awards granted to the Participant or any Shares issued or
                                            cash received upon vesting, exercise or settlement of any such Awards or sale of Shares underlying
                                            such Awards. By accepting an Award, the Participant agrees that the Participant is subject
                                            to any clawback policies of the Company in effect from time to time.



 





		(u)	No Representations
                                            or Covenants With Respect to Tax Qualification. Although the Company may endeavor to
                                            (i) qualify an Award for favorable U.S. or non-U.S. tax treatment or (ii) avoid
                                            adverse tax treatment, the Company makes no representation to that effect and expressly disavows
                                            any covenant to maintain favorable or avoid unfavorable tax treatment. The Company shall
                                            be unconstrained in its corporate activities without regard to the potential negative tax
                                            impact on holders of Awards under the Plan.



 






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		(v)	No Interference.
                                            The existence of the Plan, any Award Agreement, and the Awards granted hereunder shall not
                                            affect or restrict in any way the right or power of the Company, the Board, the Committee,
                                            or the stockholders of the Company to make or authorize any adjustment, recapitalization,
                                            reorganization, or other change in the Company’s capital structure or its business,
                                            any merger or consolidation of the Company, any issue of stock or of options, warrants, or
                                            rights to purchase stock or of bonds, debentures, or preferred or prior preference stocks
                                            whose rights are superior to or affect the Common Stock or the rights thereof or that are
                                            convertible into or exchangeable for Common Stock, or the dissolution or liquidation of the
                                            Company or any Affiliate, or any sale or transfer of all or any part of their assets or business,
                                            or any other corporate act or proceeding, whether of a similar character or otherwise.



 





		(w)	Expenses; Titles
                                            and Headings. The expenses of administering the Plan shall be borne by the Company and
                                            its Affiliates. The titles and headings of the sections in the Plan are for convenience of
                                            reference only, and in the event of any conflict, the text of the Plan, rather than such
                                            titles or headings shall control.



 





		(x)	Whistleblower Acknowledgments.
                                            Notwithstanding anything to the contrary herein, nothing in this Plan or any Award Agreement
                                            will (i) prohibit a Participant from making reports of possible violations of federal
                                            law or regulation to any governmental agency or entity in accordance with the provisions
                                            of and rules promulgated under Section 21F of the Exchange Act or Section 806
                                            of the Sarbanes-Oxley Act of 2002, or of any other whistleblower protection provisions of
                                            federal law or regulation, or (ii) require prior approval by the Company or any of its
                                            Affiliates of any reporting described in clause (i).



 


		(y)	Lock-Up Agreements.
                                            The Committee may require a Participant receiving Shares pursuant to the Plan, as a condition
                                            precedent to receipt of such Shares, to enter into a shareholder agreement or “lock-up”
                                            agreement in such form as the Committee shall determine is necessary or desirable to further
                                            the Company’s interests.



 





		(z)	Restrictive Covenants.
                                            The Committee may impose restrictions on any Award with respect to non-competition, confidentiality
                                            and other restrictive covenants as it deems necessary or appropriate in its sole discretion.



 


* * *


 






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