Exhibit 10.1 


 


 


 


 


 


 


 


 






 


 


 


 


 


 


SEACOAST
BANKING CORPORATION OF FLORIDA


2021
Incentive PLAN


 


 


 


 


 





 



 


 


 


 


 


 


 


 


 


 




     


     


    

 


Seacoast
Banking Corporation of Florida


2021 INCENTIVE PLAN


 


	ARTICLE 1 PURPOSE 	1
	1.1	General	1
	ARTICLE 2 DEFINITIONS	1
	2.1	Definitions	1
	ARTICLE 3 EFFECTIVE TERM OF PLAN	7
	3.1	Effective Date	7
	3.2	Term of Plan	7
	ARTICLE 4 ADMINISTRATION	7
	4.1	Committee	7
	4.2	Actions and Interpretations by the Committee	7
	4.3	Authority of Committee	8
	4.4	Delegation	8
	4.5	Indemnification	9
	ARTICLE 5 SHARES SUBJECT TO THE PLAN	9
	5.1	Number of Shares	9
	5.2	Share Counting	9
	5.3	Stock Distributed	10
	5.4	Limitation on Awards	10
	ARTICLE 6 ELIGIBILITY	10
	6.1	General	10
	ARTICLE 7 STOCK OPTIONS 	10
	7.1	General	10
	7.2	Incentive Stock Options	11
	ARTICLE 8 STOCK APPRECIATION RIGHTS	12
	8.1	Grant of Stock Appreciation Rights	12
	ARTICLE 9 RESTRICTED STOCK, RESTRICTED STOCK UNITS AND DEFERRED STOCK UNITS	13
	9.1	Grant of Restricted Stock, Restricted Stock Units and Deferred Stock Units	13
	9.2	Issuance and Restrictions	13



 






     


     


    

 


	9.3	Dividends on Restricted Stock	13
	9.4	Forfeiture	13
	9.5	Delivery of Restricted Stock	13
	ARTICLE 10 PERFORMANCE AWARDS	13
	10.1	Grant of Performance Awards	14
	10.2	Performance Goals	14
	ARTICLE 11 DIVIDEND EQUIVALENTS	14
	11.1	Grant of Dividend Equivalents	14
	ARTICLE 12 STOCK OR OTHER STOCK-BASED AWARDS	14
	12.1	Grant of Stock or Other Stock-Based Awards	14
	ARTICLE 13 PROVISIONS APPLICABLE TO AWARDS	15
	13.1	Award Certificates	15
	13.2	Form of Payment of Awards	15
	13.3	Limits on Transfer	15
	13.4	Beneficiaries	15
	13.5	Stock Trading Restrictions	15
	13.6	Acceleration upon Death or Disability	16
	13.7	Effect of a Change in Control	16
	13.8	Acceleration for Other Reasons	17
	13.9	Forfeiture Events	17
	13.10	Substitute Awards	18
	ARTICLE 14 CHANGES IN CAPITAL STRUCTURE	18
	14.1	Mandatory Adjustments	18
	14.2	Discretionary Adjustments	18
	14.3	General	19
	ARTICLE 15 AMENDMENT, MODIFICATION AND TERMINATION	19
	15.1	Amendment, Modification and Termination	19
	15.2	Awards Previously Granted	19
	15.3	Compliance Amendments	20
	ARTICLE 16 GENERAL PROVISIONS	20
	16.1	Rights of Participants	20
	16.2	Withholding	21



 






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	16.3	Special Provisions Related to Section 409A of the Code	21
	16.4	Unfunded Status of Awards	23
	16.5	Relationship to Other Benefits	23
	16.6	Expenses	23
	16.7	Titles and Headings	23
	16.8	Gender and Number	23
	16.9	Fractional Shares	23
	16.10	Government and Other Regulations	23
	16.11	Governing Law	24
	16.12	Severability	24
	16.13	No Limitations on Rights of Company	24


 




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Seacoast
Banking Corporation of Florida


2021 INCENTIVE PLAN


 


ARTICLE 1


PURPOSE


 


1.1.       GENERAL.
The purpose of the Seacoast Banking Corporation of Florida 2021 Incentive Plan (the “Plan”) is to promote the success, and
enhance the value, of Seacoast Banking Corporation of Florida (the “Company”), by linking the personal interests of employees,
officers, directors, consultants and advisors of the Company or any Affiliate (as defined below) to those of Company shareholders and
by providing such persons with an incentive for outstanding performance. The Plan is further intended to provide flexibility to the Company
in its ability to motivate, attract, and retain the services of employees, officers, directors, consultants and advisors upon whose judgment,
interest, and special effort the successful conduct of the Company’s operation is largely dependent. Accordingly, the Plan permits
the grant of incentive awards from time to time to selected employees, officers, directors, consultants and advisors of the Company and
its Affiliates.


 


ARTICLE 2


DEFINITIONS


 


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


 


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


 


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


 


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


 


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


 


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


 






     


     


    

 


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


 


(g)               
“Change in Control” means and includes the occurrence of any one of the following events:


 


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


 


(ii)       any
Person becomes a Beneficial Owner, directly or indirectly, of either (A) 35% or more of the then-outstanding shares of common stock of
the Company (“Company Common Stock”) or (B) securities of the Company representing 35% or more of the combined voting power
of the Company’s then outstanding securities eligible to vote for the election of directors (the “Company Voting Securities”);
provided, however, that for purposes of this subsection (ii), the following acquisitions of Company Common Stock or Company
Voting Securities shall not constitute a Change in Control: (w) an acquisition directly from the Company, (x) an acquisition by the Company
or a Subsidiary, (y) an acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary,
or (z) an acquisition pursuant to a Non-Qualifying Transaction (as defined in subsection (iii) below); or


 






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(iii)       the
consummation of a reorganization, merger, consolidation, statutory share exchange or similar form of corporate transaction involving the
Company or a Subsidiary (a “Reorganization”), or the sale or other disposition of all or substantially all of the Company’s
assets (a “Sale”) or the acquisition of assets or stock of another corporation or other entity (an “Acquisition”),
unless immediately following such Reorganization, Sale or Acquisition: (A) all or substantially all of the individuals and entities who
were the Beneficial Owners, respectively, of the outstanding Company Common Stock and outstanding Company Voting Securities immediately
prior to such Reorganization, Sale or Acquisition beneficially own, directly or indirectly, more than 35% of, respectively, the then outstanding
shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election
of directors, as the case may be, of the entity resulting from such Reorganization, Sale or Acquisition (including, without limitation,
an entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets or stock either
directly or through one or more subsidiaries, the “Surviving Entity”) in substantially the same proportions as their ownership,
immediately prior to such Reorganization, Sale or Acquisition, of the outstanding Company Common Stock and the outstanding Company Voting
Securities, as the case may be, and (B) no person (other than (x) the Company or any Subsidiary, (y) the Surviving Entity or its ultimate
parent entity, or (z) any employee benefit plan (or related trust) sponsored or maintained by any of the foregoing) is the Beneficial
Owner, directly or indirectly, of 35% or more of the total common stock or 35% or more of the total voting power of the outstanding voting
securities eligible to elect directors of the Surviving Entity, and (C) at least a majority of the members of the board of directors of
the Surviving Entity were Incumbent Directors at the time of the Board’s approval of the execution of the initial agreement providing
for such Reorganization, Sale or Acquisition (any Reorganization, Sale or Acquisition which satisfies all of the criteria specified in
(A), (B) and (C) above shall be deemed to be a “Non-Qualifying Transaction”); or


 


(iv)       approval
by the shareholders of the Company of a complete liquidation or dissolution of the Company.


 


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


 


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


 


(j)                
“Company” means Seacoast Banking Corporation of Florida, a Florida corporation, or any successor corporation.


 






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


 


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


 


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


 


(n)               
“Dividend Equivalent” means a right granted with respect to an Award pursuant to Article 11.


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(aa)            
“Other Stock-Based Award” means a right, granted to a Participant under Article 12, that relates to or is valued by
reference to Stock or other Awards relating to Stock.


 


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


 






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(cc)            
“Participant” means an Eligible Participant who has been granted an Award under the Plan; provided that in the case
of the death of a Participant, the term “Participant” refers to a beneficiary designated pursuant to Section 13.4 or the legal
guardian or other legal representative acting in a fiduciary capacity on behalf of the Participant under applicable state law and court
supervision.


 


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


 


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


 


(ff)              
“Plan” means the Seacoast Banking Corporation of Florida 2013 Incentive Plan, as amended from time to time.


 


(gg)           
“Prior Plan” means the Seacoast Banking Corporation of Florida 2013 Long-Term Incentive Plan, as Amended.


 


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


 


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


 


(jj)              
“Shares” means shares of the Company’s Stock. If there has been an adjustment or substitution with respect to
the Shares (whether or not pursuant to Article 14), the term “Shares” shall also include any shares of stock or other securities
that are substituted for Shares or into which Shares are adjusted.


 


(kk)           
“Stock” means the $0.10 par value common stock of the Company and such other securities of the Company as may be substituted
for Stock pursuant to Article 14.


 


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


 


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


 


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


 


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


 






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ARTICLE 3


EFFECTIVE TERM OF PLAN


 


3.1.       EFFECTIVE
DATE. The Plan will become effective on the date that it is adopted by the Company’s shareholders (the “Effective Date”).


 


3.2.       TERM
OF PLAN. Unless earlier terminated as provided herein, the Plan shall continue in effect until the tenth anniversary of the Effective
Date or, if the shareholders approve an amendment to the Plan that increases the number of Shares subject to the Plan, the tenth anniversary
of the date of such approval. The termination of the Plan on such date shall not affect the validity of any Award outstanding on the date
of termination, which shall continue to be governed by the applicable terms and conditions of the Plan.


 


ARTICLE 4


ADMINISTRATION


 


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


 


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


 






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4.3.       AUTHORITY
OF COMMITTEE. Except as provided in Section 4.1 and 4.5 hereof, the Committee has the exclusive power, authority and discretion to:


 


		(a)	Grant Awards;



 


		(b)	Designate Participants;



 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


4.4.       DELEGATION.
The Committee may delegate to one or more of its members or to one or more officers of the Company or an Affiliate or to one or more agents
or advisors such administrative duties or powers as it may deem advisable, and the Committee or any individuals to whom it has delegated
duties or powers as aforesaid may employ one or more individuals to render advice with respect to any responsibility the Committee or
such individuals may have under this Plan. In addition, the Board or the Committee may, by resolution, expressly delegate to a special
committee, consisting of one or more directors who may but need not be officers of the Company, the authority, within specified parameters
as to the number and terms of Awards, to (i) designate officers and/or employees of the Company or any of its Affiliates to be recipients
of Awards under the Plan, and (ii) to determine the number of such Awards to be received by any such Participants; provided, however,
that such delegation of duties and responsibilities to an officer of the Company may not be made with respect to the grant of Awards to
eligible participants who are subject to Section 16(a) of the 1934 Act at the Grant Date. The acts of such delegates shall be treated
hereunder as acts of the Committee and such delegates shall report regularly to the Board and the Committee regarding the delegated duties
and responsibilities and any Awards so granted.


 






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


 


ARTICLE 5


SHARES SUBJECT TO THE PLAN


 


5.1.       NUMBER
OF SHARES. Subject to adjustment as provided in Sections 5.2 and Section 14.1, the aggregate number of Shares reserved and available
for issuance pursuant to Awards granted under the Plan shall be 1,750,000, plus a number of shares (not to exceed 716,242) underlying
awards outstanding as of the Effective Date under the Prior Plan that thereafter terminate or expire unexercised or are cancelled, forfeited
or lapse for any reason. The maximum number of Shares that may be issued upon exercise of Incentive Stock Options granted under the Plan
shall be 1,750,000. From and after the Effective Date, no further awards shall be granted under the Prior Plan and the Prior Plan shall
remain in effect only so long as awards granted thereunder shall remain outstanding.


 


5.2.       SHARE
COUNTING. Shares covered by an Award shall be subtracted from the Plan share reserve as of the Grant Date, but shall be added back
to the Plan share reserve in accordance with this Section 5.2.


 


(a)       To
the extent that all or a portion of an Award is canceled, terminates, expires, is forfeited or lapses for any reason, including
by reason of failure to meet time-based and/or performance-based vesting requirements, any unissued or forfeited Shares originally
subject to the Award will be added back to the Plan share reserve and again be available for issuance pursuant to Awards granted under
the Plan.


 


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


 


(c)       The
full number of Shares subject to an Option shall count against the number of Shares remaining available for issuance pursuant to Awards
made under the Plan, even if the exercise price of an Option is satisfied through net-settlement or by delivering Shares to the Company
(by either actual delivery or attestation).


 






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(d)       The
full number of Shares subject to a SAR that is settled in Shares shall count against the number of Shares remaining available for issuance
pursuant to Awards made under the Plan (rather than the net number of Shares actually delivered upon exercise).


 


(e)       Shares
withheld from an Award to satisfy tax withholding requirements shall count against the number of Shares remaining available for issuance
pursuant to Awards granted under the Plan, and Shares delivered by a participant to satisfy tax withholding requirements shall not be
added to the Plan share reserve.


 


(f)       Shares
repurchased by the Company on the open market with the proceeds of an Option exercise shall not be added to the Plan share reserve.


 


(g)       Substitute
Awards granted pursuant to Section 13.10 of the Plan shall not count against the Shares otherwise available for issuance under the Plan
under Section 5.1.


 


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


 


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


 


5.4.       LIMITATION
ON AWARDS. Notwithstanding any provision in the Plan to the contrary (but subject to adjustment as provided in Article 14), with respect
to any one calendar year, the aggregate compensation that may be granted to any non-employee director, including all meeting fees, cash
retainers and retainers granted in the form of Awards, shall not exceed $750,000, including in the case of a non-employee Chairman of
the Board or Lead Director. For purposes of such limit, the value of Awards will be determined based on the aggregate Grant Date fair
value of all awards issued to the director in such year (computed in accordance with applicable financial accounting rules).


 


ARTICLE 6


ELIGIBILITY


 


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


 






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ARTICLE 7


STOCK OPTIONS


 


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


 


(a)       EXERCISE
PRICE. The exercise price per Share under an Option shall be determined by the Committee, provided that the exercise price for any
Option (other than an Option issued as a substitute Award pursuant to Section 13.10) shall not be less than the Fair Market Value as of
the Grant Date.


 


(b)       PROHIBITION
ON REPRICING. Except as otherwise provided in Article 14, without the prior approval of shareholders of the Company: (i) the exercise
price of an Option may not be reduced, directly or indirectly, (ii) an Option may not be cancelled or surrendered in exchange for Options,
SARs or other Awards with an exercise or base price that is less than the exercise price of the original Option, (iii) an Option may not
be cancelled or surrendered in exchange for other Awards if the current Fair Market Value of the Shares underlying the Option is lower
than the exercise price per share of the Option, and (iv) an Option may not be cancelled or surrendered for value (in cash or otherwise)
from a Participant if the current Fair Market Value of the Shares underlying the Option is lower than the exercise price per share of
the Option.


 


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


 


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


 


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


 


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


 






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(g)       NO
DIVIDEND EQUIVALENTS. No Option shall provide for Dividend Equivalents.


 


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


 


ARTICLE 8


STOCK APPRECIATION RIGHTS


 


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


 


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


 


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


 


(2)       The
base price of the SAR as determined by the Committee and set forth in the Award Certificate, which (other than for a SAR issued as a substitute
Award pursuant to Section 13.10) shall not be less than the Fair Market Value of one Share on the Grant Date.


 


(b)       PROHIBITION
ON REPRICING. Except as otherwise provided in Article 14, without the prior approval of shareholders of the Company: (i) the base
price of a SAR may not be reduced, directly or indirectly, (ii) a SAR may not be cancelled or surrendered in exchange for Options, SARs
or other Awards with an exercise or base price that is less than the base price of the original SAR, (iii) a SAR may not be cancelled
or surrendered in exchange for other Awards if the current Fair Market Value of the Shares underlying the SAR is lower than the base price
per share of the SAR, and (iv) a SAR may not be cancelled or surrendered for value (in cash or otherwise) from a Participant if the current
Fair Market Value of the Shares underlying the SAR is lower than the base price per share of the SAR.


 


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


 






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


 


(e)       NO
DIVIDEND EQUIVALENTS. No SAR shall provide for Dividend Equivalents.


 


ARTICLE 9


RESTRICTED STOCK, RESTRICTED STOCK UNITS 


AND DEFERRED STOCK UNITS


 


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


 


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


 


9.3       DIVIDENDS
ON RESTRICTED STOCK. In the case of Restricted Stock, the Committee may provide that ordinary cash dividends declared on the Shares
before they are vested (i) will be forfeited, (ii) will be deemed to have been reinvested in additional Shares or otherwise reinvested
(subject to Share availability under Section 5.1 hereof) and subject to the same vesting provisions as provided for the host Award, or
(iii) will be credited by the Company to an account for the Participant and accumulated without interest until the date on which the host
Award becomes vested, and any dividends accrued with respect to forfeited Restricted Stock will be reconveyed to the Company without further
consideration or any act or action by the Participant. In no event shall dividends be paid or distributed until the vesting restrictions
of the underlying Award lapse.


 


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


 


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


 






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ARTICLE 10


PERFORMANCE AWARDS


 


10.1.       GRANT
OF PERFORMANCE AWARDS. The Committee is authorized to grant any Award under this Plan, including cash-based Awards, with performance-based
vesting criteria, on such terms and conditions as may be selected by the Committee. Any such Awards with performance-based vesting criteria
are referred to herein as Performance Awards. The Committee shall have the complete discretion to determine the number of Performance
Awards granted to each Participant, subject to Section 5.4, and to designate the provisions of such Performance Awards as provided in
Section 4.3. Any Dividend Equivalents granted with respect to a Performance Award shall be subject to Section 11.1.


 


10.2.       PERFORMANCE
GOALS. The Committee may establish performance goals for Performance Awards which may be based on any criteria selected by the Committee.
Such performance goals may be described in terms of Company-wide objectives or in terms of objectives that relate to the performance of
the Participant, an Affiliate or a division, region, department or function within the Company or an Affiliate. If the Committee determines
that a change in the business, operations, corporate structure or capital structure of the Company or the manner in which the Company
or an Affiliate conducts its business, or other events or circumstances render performance goals to be unsuitable, the Committee may modify
such performance goals in whole or in part, as the Committee deems appropriate. If a Participant is promoted, demoted or transferred to
a different business unit or function during a performance period, the Committee may determine that the performance goals or performance
period are no longer appropriate and may (i) adjust, change or eliminate the performance goals or the applicable performance period as
it deems appropriate to make such goals and period comparable to the initial goals and period, or (ii) make a cash payment to the participant
in an amount determined by the Committee.


 


ARTICLE 11


DIVIDEND EQUIVALENTS


 


11.1.       GRANT
OF DIVIDEND EQUIVALENTS. The Committee is authorized to grant Dividend Equivalents with respect to Full-Value Awards granted hereunder,
subject to such terms and conditions as may be selected by the Committee. Dividend Equivalents shall entitle the Participant to receive
payments equal to ordinary cash dividends with respect to all or a portion of the number of Shares subject to a Full-Value Award, as determined
by the Committee. The Committee may provide that Dividend Equivalents (i) will be deemed to have been reinvested in additional Shares
or otherwise reinvested (subject to Share availability under Section 5.1 hereof) and subject to the same vesting provisions as provided
for the host Award, or (ii) be credited by the Company to an account for the Participant and accumulated without interest until the date
on which the host Award becomes vested, and, in either case, any Dividend Equivalents accrued with respect to forfeited Awards will be
reconveyed to the Company without further consideration or any act or action by the Participant. In no event shall dividends be paid or
distributed until the vesting restrictions of the underlying Award lapse.


 






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ARTICLE 12


STOCK OR OTHER STOCK-BASED AWARDS


 


12.1.       GRANT
OF STOCK OR OTHER STOCK-BASED AWARDS. The Committee is authorized, subject to limitations under applicable law, to grant to Participants
such other Awards that are payable in, valued in whole or in part by reference to, or otherwise based on or related to Shares, as deemed
by the Committee to be consistent with the purposes of the Plan, including without limitation Shares awarded purely as a “bonus”
and not subject to any restrictions or conditions, convertible or exchangeable debt securities, other rights convertible or exchangeable
into Shares, and Awards valued by reference to book value per Share (or net asset value per Share) or the value of securities of or the
performance of specified Parents or Subsidiaries. The Committee shall determine the terms and conditions of such Awards. Any
Dividend Equivalents granted with respect to an Award under this Section 12.1 shall be subject to Section 11.1.


 


ARTICLE 13


PROVISIONS APPLICABLE TO AWARDS


 


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


 


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


 


13.3.       LIMITS
ON TRANSFER. No right or interest of a Participant in any unexercised or restricted Award may be pledged, encumbered, or hypothecated
to or in favor of any party other than the Company or an Affiliate, or shall be subject to any lien, obligation, or liability of such
Participant to any other party other than the Company or an Affiliate. No unexercised or restricted Award shall be assignable or transferable
by a Participant other than by will or the laws of descent and distribution; provided, however, that the Committee may (but
need not) permit other transfers (other than transfers for value) where the Committee concludes that such transferability (i) does not
result in accelerated taxation, (ii) does not cause any Option intended to be an Incentive Stock Option to fail to be described in Code
Section 422(b), and (iii) is otherwise appropriate and desirable, taking into account any factors deemed relevant, including without limitation,
state or federal tax or securities laws applicable to transferable Awards.


 


13.4.       BENEFICIARIES.
Notwithstanding Section 13.3, a Participant may, in the manner determined by the Committee, designate a beneficiary to exercise the rights
of the Participant and to receive any distribution with respect to any Award upon the Participant’s death. A beneficiary, legal
guardian, legal representative, or other person claiming any rights under the Plan is subject to all terms and conditions of the Plan
and any Award Certificate applicable to the Participant, except to the extent the Plan and Award Certificate otherwise provide, and to
any additional restrictions deemed necessary or appropriate by the Committee. If no beneficiary has been designated or survives the Participant,
any payment due to the Participant shall be made to the Participant’s estate. Subject to the foregoing, a beneficiary designation
may be changed or revoked by a Participant, in the manner provided by the Company, at any time provided the change or revocation is filed
with the Company.


 






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


 


13.6       ACCELERATION
UPON DEATH OR DISABILITY. Except as otherwise provided in the Award Certificate or any special Plan document governing an Award, upon
the termination of a person’s Continuous Service by reason of death or Disability:


 


(i)       each
that Participant’s outstanding Options and SARs, or the portions of such outstanding Options and SARs, as applicable, that are solely
subject to time-based vesting requirements shall become vested and fully exercisable as of the date of termination, and shall thereafter
remain exercisable for a period of one (1) year or until the earlier expiration of the original term of the Option or SAR;


 


(ii)              
each of that Participant’s other outstanding Awards, or the portions of such other
outstanding Awards, as applicable, that are solely subject to time-based vesting restrictions shall become vested, and such restrictions
shall lapse as of the date of termination; and


 


(iii)       the
payout opportunities attainable under each of that Participant’s outstanding Options, SARs and other Awards, or the portions of
such outstanding Options, SARs and other Awards, as applicable, that are solely subject to performance-vesting requirements or restrictions
shall be deemed to have been earned as of the date of termination as follows:


 


(A)       if
the date of termination occurs during the first half of the applicable performance period, all relevant performance goals will be deemed
to have been achieved at the “target” level, and


 


(B)       if
the date of termination occurs during the second half of the applicable performance period, then all relevant performance goals will be
deemed to have been achieved at the “target” level or, if greater, the actual level of achievement of all relevant performance
goals against target will be measured as of the end of the calendar quarter immediately preceding the date of termination.


 


To the extent that this provision
causes Incentive Stock Options to exceed the dollar limitation set forth in Code Section 422(d), the excess Options shall be deemed to
be Nonstatutory Stock Options.


 






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13.7.       EFFECT
OF A CHANGE IN CONTROL. The provisions of this Section 13.7 shall apply in the case of a Change in Control, unless otherwise provided
in the Award Certificate or any special Plan document or separate agreement with a Participant governing an Award.


 


(a)       Awards
Assumed or Substituted by Surviving Entity. With respect to Awards assumed by the Surviving Entity or otherwise equitably converted
or substituted in connection with a Change in Control: if within two years after the effective date of the Change in Control, a Participant’s
employment is terminated without Cause or the Participant resigns for Good Reason, then (i) all of that Participant’s outstanding
Options, SARs and other Awards in the nature of rights that may be exercised shall become fully exercisable, (ii) all time-based vesting
restrictions on his or her outstanding Awards shall lapse, and (iii) the payout level under all of that Participant’s performance-based
Awards that were outstanding immediately prior to effective time of the Change in Control shall be determined and deemed to have been
earned as of the date of termination based upon (A) an assumed achievement of all relevant performance goals at the “target”
level if the date of termination occurs during the first half of the applicable performance period, or (B) the actual level of achievement
of all relevant performance goals against target (measured as of the end of the calendar quarter immediately preceding the date of termination),
if the date of termination occurs during the second half of the applicable performance period, and, in either such case, there shall be
a prorata payout to such Participant within sixty (60) days following the date of termination of employment (unless a later date is required
by Section 16.3 hereof), based upon the length of time within the performance period that has elapsed prior to the date of termination
of employment. With regard to each Award, a Participant shall not be considered to have resigned for Good Reason unless either (i) the
Award Certificate includes such provision or (ii) the Participant is party to an employment, severance or similar agreement with the Company
or an Affiliate that includes provisions in which the Participant is permitted to resign for Good Reason. Any Awards shall thereafter
continue or lapse in accordance with the other provisions of the Plan and the Award Certificate. To the extent that this provision causes
Incentive Stock Options to exceed the dollar limitation set forth in Code Section 422(d), the excess Options shall be deemed to be Nonstatutory
Stock Options.


 


(b)       Awards
not Assumed or Substituted by Surviving Entity. Upon the occurrence of a Change in Control, and except with respect to any Awards
assumed by the Surviving Entity or otherwise equitably converted or substituted in connection with the Change in Control in a manner approved
by the Committee or the Board: (i) outstanding Options, SARs, and other Awards in the nature of rights that may be exercised shall become
fully exercisable, (ii) time-based vesting restrictions on outstanding Awards shall lapse, and (iii) the target payout opportunities attainable
under outstanding performance-based Awards shall be deemed to have been fully earned as of the effective date of the Change in Control
based upon (A) an assumed achievement of all relevant performance goals at the “target” level if the Change in Control occurs
during the first half of the applicable performance period, or (B) the greater of the “target” level or the actual level of
achievement of all relevant performance goals against target measured as of the date of the Change in Control, if the Change in Control
occurs during the second half of the applicable performance period. Any Awards shall thereafter continue or lapse in accordance with the
other provisions of the Plan and the Award Certificate. To the extent that this provision causes Incentive Stock Options to exceed the
dollar limitation set forth in Code Section 422(d), the excess Options shall be deemed to be Nonstatutory Stock Options.


 






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13.8.       ACCELERATION
FOR OTHER REASONS. Regardless of whether an event has occurred as described in Section 13.6 or 13.7 above, the Committee may in its
sole discretion at any time determine that, upon the termination of service of a Participant, or the occurrence of a Change in Control,
all or a portion of such Participant’s Options, SARs and other Awards in the nature of rights that may be exercised shall become
fully or partially vested and exercisable, that all or a part of the restrictions on all or a portion of the Participant’s outstanding
Awards shall lapse, and/or that any performance-based criteria with respect to any Awards held by that Participant shall be deemed to
be wholly or partially satisfied, in each case, as of such date as the Committee may, in its sole discretion, declare. The Committee may
provide for different treatment among Participants and among Awards granted to a Participant in exercising its discretion pursuant to
this Section 13.8.


 


13.9.       FORFEITURE
EVENTS. Awards under the Plan shall be subject to any compensation recoupment policy that the Company may adopt from time to time
that is applicable by its terms to the Participant. In addition, the Committee may specify in an Award Certificate that the Participant’s
rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the
occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events
may include, but shall not be limited to, (i) termination of employment for cause, (ii) violation of material Company or Affiliate policies,
(iii) breach of noncompetition, confidentiality or other restrictive covenants that may apply to the Participant, (iv) other conduct by
the Participant that is detrimental to the business or reputation of the Company or any Affiliate, or (v) a later determination that the
vesting of, or amount realized from, a Performance Award was based on materially inaccurate financial statements or any other materially
inaccurate performance metric criteria, whether or not the Participant caused or contributed to such material inaccuracy. Nothing
contained herein or in any Award Certificate prohibits the Participant from: (1) reporting possible violations of federal law or regulations,
including any possible securities laws violations, to any governmental agency or entity; (2) making any other disclosures that are protected
under the whistleblower provisions of federal law or regulations; or (3) otherwise fully participating in any federal whistleblower programs,
including but not limited to any such programs managed by the U.S. Securities and Exchange.


 


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


 


ARTICLE 14


CHANGES IN CAPITAL STRUCTURE


 


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


 






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14.2       DISCRETIONARY
ADJUSTMENTS. Upon the occurrence or in anticipation of any corporate event or transaction involving the Company (including, without
limitation, any merger, reorganization, recapitalization, combination or exchange of shares, or any transaction described in Section 14.1),
the Committee may, in its sole discretion, provide (i) that Awards will be settled in cash rather than Stock, (ii) that Awards will become
immediately vested and non-forfeitable and exercisable (in whole or in part) and will expire after a designated period of time to the
extent not then exercised, (iii) that Awards will be assumed by another party to a transaction or otherwise be equitably converted or
substituted in connection with such transaction, (iv) that outstanding Awards may be settled by payment in cash or cash equivalents equal
to the excess of the fair market value of the underlying Stock, as of a specified date associated with the transaction (or the per-shares
transaction price), over the exercise or base price of the Award, (v) that performance targets and performance periods for Performance
Awards will be modified, or (vi) any combination of the foregoing. The Committee’s determination need not be uniform and may be
different for different Participants whether or not such Participants are similarly situated.


 


14.3       GENERAL.
Any discretionary adjustments made pursuant to this Article 14 shall be subject to the provisions of Section 15.2. To the extent that
any adjustments made pursuant to this Article 14 cause Incentive Stock Options to cease to qualify as Incentive Stock Options, such Options
shall be deemed to be Nonstatutory Stock Options.


 


ARTICLE 15


AMENDMENT, MODIFICATION AND TERMINATION


 


15.1.       AMENDMENT,
MODIFICATION AND TERMINATION. The Board or the Committee may, at any time and from time to time, amend, modify or terminate the Plan
without shareholder approval; provided, however, that if an amendment to the Plan would, in the reasonable opinion of the
Board or the Committee, either (i) materially increase the number of Shares available under the Plan (other than pursuant to Article 14),
(ii) expand the types of awards under the Plan, (iii) materially expand the class of participants eligible to participate in the Plan,
(iv) materially extend the term of the Plan, or (v) otherwise constitute a material change requiring shareholder approval under applicable
laws, policies or regulations or the applicable listing or other requirements of an Exchange, then such amendment shall be subject to
shareholder approval; and provided, further, that the Board or Committee may condition any other amendment or modification
on the approval of shareholders of the Company for any reason, including by reason of such approval being necessary or deemed advisable
(i) to comply with the listing or other requirements of an Exchange, or (ii) to satisfy any other tax, securities or other applicable
laws, policies or regulations. Except as otherwise provided in Section 14.1, without the prior approval of the shareholders of the Company,
the Plan may not be amended to permit: (i) the exercise price or base price of an Option or SAR to be reduced, directly or indirectly,
(ii) an Option or SAR to be cancelled in exchange for cash, other Awards, or Options or SARs with an exercise or base price that is less
than the exercise price or base price of the original Option or SAR, or otherwise, or (iii) the Company to repurchase an Option or SAR
for value (in cash or otherwise) from a Participant if the current Fair Market Value of the Shares underlying the Option or SAR is lower
than the exercise price or base price per share of the Option or SAR.


 






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


 


(a)       Subject
to the terms of the applicable Award Certificate, such amendment, modification or termination shall not, without the Participant’s
consent, reduce or diminish the value of such Award;


 


(b)       Except
as otherwise provided in Article 14, without the prior approval of the shareholders of the Company: (i) the exercise price or base price
of an Option or SAR may not be reduced, directly or indirectly, (ii) an Option or SAR may not be cancelled in exchange for Options, SARs
or other Awards with an exercise or base price that is less than the exercise price or base price of the original Option or SAR, or otherwise,
and (iii) the Company may not repurchase an Option or SAR for value (in cash or otherwise) from a Participant if the current Fair Market
Value of the Shares underlying the Option or SAR is lower than the exercise price or base price per share of the Option or SAR; and


 


(c)       No
termination, amendment, or modification of the Plan shall adversely affect any Award previously granted under the Plan, without the written
consent of the Participant affected thereby.


 


15.3.       COMPLIANCE
AMENDMENTS. Notwithstanding anything in the Plan or in any Award Certificate to the contrary, the Board may amend the Plan or an Award
Certificate, to take effect retroactively or otherwise, as deemed necessary or advisable for the purpose of conforming the Plan or Award
Certificate to any present or future law relating to plans of this or similar nature (including, but not limited to, Section 409A of the
Code), and to the administrative regulations and rulings promulgated thereunder. By accepting an Award under this Plan, a Participant
agrees to any amendment made pursuant to this Section 15.3 to any Award granted under the Plan without further consideration or action.


 


ARTICLE 16


GENERAL PROVISIONS


 


16.1.       RIGHTS
OF PARTICIPANTS.


 


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


 






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


 


(c)       Neither
an Award nor any benefits arising under this Plan shall constitute an employment contract with the Company or any Affiliate and, accordingly,
subject to Article 15, this Plan and the benefits hereunder may be terminated at any time in the sole and exclusive discretion of the
Committee without giving rise to any liability on the part of the Company or any of its Affiliates.


 


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


 


16.2.       WITHHOLDING.
The Company or any Affiliate shall have the authority and the right to deduct or withhold, or require a Participant to remit to the Company
or such Affiliate, an amount sufficient to satisfy federal, state, local and foreign taxes (including the Participant’s FICA obligation)
required by law to be withheld with respect to any exercise, lapse of restriction or other taxable event arising as a result of the Plan.
The obligations of the Company under the Plan will be conditioned on such payment or arrangements and the Company or such Affiliate will,
to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Participant.
Unless otherwise determined by the Committee at the time the Award is granted or thereafter, any such withholding requirement may be satisfied,
in whole or in part, by withholding from the Award Shares having a Fair Market Value on the date of withholding equal to the amount required
to be withheld in accordance with applicable tax requirements, all in accordance with such procedures as the Committee approves (which
procedures may permit withholding up to the maximum individual statutory rate in the applicable jurisdiction as may be permitted under
then-current accounting principles to qualify for equity classification). All such elections shall be subject to any restrictions or limitations
that the Committee, in its sole discretion, deems appropriate.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


16.7.       TITLES
AND HEADINGS. The titles and headings of the Sections in the Plan are for convenience of reference only, and in the event of any conflict,
the text of the Plan, rather than such titles or headings, shall control.


 


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


 






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


 


16.10.       GOVERNMENT
AND OTHER REGULATIONS.


 


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


 


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


 


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


 


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


 


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


 



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