Exhibit 10.1

 


BALLANTYNE
STRONG, INC.

2017 OMNIBUS EQUITY COMPENSATION PLAN


(Amended
and Restated Effective as of October 28, 2019)


 


1.
Establishment, Purpose, Duration.


 




a.
Establishment. Ballantyne Strong, Inc. (the “Company”), established the Ballantyne Strong, Inc. 2017 Omnibus
Equity Compensation Plan (the “Plan”) effective as of March 23, 2017 (the “Effective Date”), and the Plan
was first approved by the stockholders of the Company on June 15, 2017 (the “Approval Date”). Definitions of capitalized
terms used in the Plan are contained in Section 2 of the Plan. The Plan is amended and restated as set forth herein by the Board
effective as of October 28, 2019 (the “Restatement Date”), subject to approval by the stockholders of the Company.


 


b.
Purpose. The purpose of the Plan is to attract and retain Directors, Consultants, officers and other key Employees of the
Company and its Subsidiaries and to provide to such persons incentives and rewards for superior performance.


 


c.
Duration. No Award may be granted under the Plan after the day immediately preceding the tenth (10th) anniversary of the
Restatement Date, or such earlier date as the Board shall determine. The Plan will remain in effect with respect to outstanding
Awards until no Awards remain outstanding.


 


d.
Prior Plans. The Ballantyne Strong, Inc. 2010 Long-Term Incentive Plan and the Ballantyne Strong, Inc. 2014 Non-Employee
Directors’ Restricted Stock Plan (each a “Prior Plan” and collectively, the “Prior Plans”) each
terminated in its entirety effective on the Approval Date; provided that all outstanding awards under the Prior Plans as
of the Approval Date shall remain outstanding and shall be administered and settled in accordance with the provisions of the applicable
Prior Plan.


 


2.
Definitions. As used in the Plan, the following definitions shall apply.




 


“Applicable
Laws” means the applicable requirements relating to the administration of equity-based compensation plans under U.S. state
corporate laws, U.S. federal and state securities laws, the Code, the rules of any stock exchange or quotation system on which
the Shares are listed or quoted and the applicable laws of any other country or jurisdiction where Awards are granted under the
Plan.


 


“Approval
Date” has the meaning given such term in Section 1(a).


 


“Award”
means an award of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Shares, Restricted
Share Units, Other Share-Based Awards, or Cash-Based Awards granted pursuant to the terms and conditions of the Plan.


 


“Award
Agreement” means either: (a) an agreement, in written or electronic format, entered into by the Company and a Participant
setting forth the terms and provisions applicable to an Award granted under the Plan; or (b) a statement, in written or electronic
format, issued by the Company to a Participant describing the terms and provisions of such Award, which need not be signed by
the Participant.


 


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


 


“Cash-Based
Award” shall mean a cash Award granted pursuant to Section 11 of the Plan.


 


“Cause”
as a reason for a Participant’s termination of employment shall have the meaning assigned such term, if any, (i) in the
employment, letter or severance agreement, if any, between the Participant and the Company or a Subsidiary, or (ii) if none, under
a severance plan or arrangement maintained by the Company or a Subsidiary that applies to the Participant on the date of termination.
If the Participant is not a party to an employment, letter or severance agreement with the Company or a Subsidiary in which such
term is defined or if during the applicable severance protection period, the Participant is not a participant in any severance
plan or arrangement maintained by the Company or a Subsidiary, then unless otherwise defined in the applicable Award Agreement,
“Cause” shall mean that the Participant (a) acted dishonestly or incompetently or engaged in willful misconduct in
performance of his or her duties, (b) breached fiduciary duties owed to the Company, (c) intentionally failed to perform reasonably
assigned duties which the Participant did not satisfactorily correct within 30 calendar days following written notification, (d)
was convicted or pleaded guilty plea or plea of nolo contendere of any felony crime involving dishonesty, and/or (e) otherwise
committed any act which could have a material adverse impact on the business of the Company.


 




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“Change
in Control” means the occurrence of one of the following events:


 


a.
Change of Ownership. A change in ownership occurs if a person, or a group of persons acting together (in each case, other
than Fundamental Global Investors, LLC and its affiliates), acquires more than fifty percent (50%) of the stock of the Company,
measured by total voting power or fair market value. Incremental increases in ownership by a person or group that already owns
fifty percent (50%) of the stock of the Company do not result in a change of ownership.


 


b.
Change in Effective Control. A change in effective control occurs if, over a twelve (12) month period: (i) a person or
group (other than Fundamental Global Investors, LLC and its affiliates) acquires stock representing fifty percent (50%) of the
total voting power of the Company; or (ii) a majority of the members of the Board is replaced by directors not endorsed by the
persons who were members of the Board before the new directors’ appointment.


 


c.
Change in Ownership of a Substantial Portion of Corporate Assets. A change in control based on the sale of assets occurs
if a person or group (other than Fundamental Global Investors, LLC and its affiliates) acquires fifty percent (50%) or more of
the total gross fair market value of all the assets of the Company over a twelve (12) month period. No change in control results
pursuant to this subparagraph (c) if the assets are transferred to entities owned or controlled directly or indirectly by the
Company.


 


“Code”
means the Internal Revenue Code of 1986, as amended.


 


“Committee”
means the Compensation Committee of the Board or such other committee or subcommittee of the Board as may be duly appointed to
administer the Plan and having such powers in each instance as shall be specified by the Board. To the extent required by Applicable
Laws, the Committee shall consist of two or more members of the Board, each of whom is a “non-employee director” within
the meaning of Rule 16b-3 promulgated under the Exchange Act, an “independent director” within the meaning of applicable
rules of any securities exchange upon which Shares are listed, and, to the extent applicable with respect to Awards intended to
qualify for the Performance-Based Exception, an “outside director” within the meaning of regulations promulgated under
Section 162(m) of the Code.


 


“Company”
has the meaning given such term in Section 1(a) and any successor thereto.


 


“Consultant”
means an independent contractor that (a) performs services for the Company or a Subsidiary in a capacity other than as an Employee
or Director and (b) qualifies as a consultant under the applicable rules of the SEC for registration of shares on a Form S-8 Registration
Statement.


 


“Date
of Grant” means the date specified by the Committee on which the grant of an Award is to be effective. The Date of Grant
shall not be earlier than the date of the resolution and action therein by the Committee. In no event shall the Date of Grant
be earlier than the Effective Date.


 


“Director”
means any individual who is a member of the Board and who is not an Employee.


 


“Detrimental
Activity” except as may be otherwise specified in a Participant’s Award Agreement, means: (a) Engaging in any activity
of competition, as specified in any covenant not to compete set forth in any agreement between a Participant and the Company or
a Subsidiary, including, but not limited to, the Participant’s Award Agreement or any severance plan maintained by the Company
or a Subsidiary that covers the Participant, during the period of restriction specified in the agreement or plan prohibiting the
Participant from engaging in such activity; (b) Engaging in any activity of solicitation, as specified in any covenant not to
solicit set forth in any agreement between a Participant and the Company or a Subsidiary, including, but not limited to, the Participant’s
Award Agreement or any severance plan maintained by the Company or a Subsidiary that covers the Participant, during the period
of restriction specified in the agreement or plan prohibiting the Participant from engaging in such activity; (c) The disclosure
of confidential information to anyone outside the Company or a Subsidiary, or the use in other than the Company’s or a Subsidiary’s
business in violation of any covenant not to disclose set forth in any agreement between a Participant and the Company or a Subsidiary,
including, but not limited to, the Participant’s Award Agreement or any severance plan maintained by the Company or a Subsidiary
that covers the Participant, during the period of restriction specified in the agreement or plan prohibiting the Participant from
engaging in such activity; (d) The violation of any development and inventions, ownership of works, or similar provision set forth
in any agreement between a Participant and the Company or a Subsidiary, including, but not limited to, the Participant’s
Award Agreement or any severance plan maintained by the Company or a Subsidiary that covers the Participant; (e) Participant’s
commission of any act of fraud, misappropriation or embezzlement against or in connection with the Company or any of its Subsidiaries
or their respective businesses or operations; or (f) a conviction, guilty plea or plea of nolo contendere of Participant for any
crime involving dishonesty or for any felony.


 




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“Effective
Date” has the meaning given such term in Section 1(a).


 


“Employee”
means any employee of the Company or a Subsidiary; provided, however, that for purposes of determining whether any
person may be a Participant for purposes of any grant of Incentive Stock Options, the term “Employee” has the meaning
given to such term in Section 3401(c) of the Code, as interpreted by the regulations thereunder and Applicable Law.


 


“Exchange
Act” means the Securities Exchange Act of 1934 and the rules and regulations thereunder, as such law, rules and regulations
may be amended from time to time.


 


“Fair
Market Value” means the value of one Share on any relevant date, determined under the following rules: (a) the closing sale
price per Share on that date as reported on the principal exchange on which Shares are then trading, if any, or if applicable
the NYSE American, or if there are no sales on that date, on the next preceding trading day during which a sale occurred;
(b) if the Shares are not reported on a principal exchange or national market system, the average of the closing bid and asked
prices last quoted on that date by an established quotation service for over-the-counter securities; or (c) if neither (a) nor
(b) applies, (i) with respect to Stock Options, Stock Appreciation Rights and any Award of stock rights that is subject to Section
409A of the Code, the value as determined by the Committee through the reasonable application of a reasonable valuation method,
taking into account all information material to the value of the Company, within the meaning of Section 409A of the Code, and
(ii) with respect to all other Awards, the fair market value as determined by the Committee in good faith.


 


“Good
Reason” as a reason for a Participant’s termination of employment shall have the meaning assigned such term, if any,
(i) in the employment, letter or severance agreement, if any, between the Participant and the Company or a Subsidiary, or (ii)
if none, under a severance plan or arrangement maintained by the Company or a Subsidiary that applies to the Participant on the
date of termination. If the Participant is not a party to an employment, letter or severance agreement with the Company or a Subsidiary
in which such term is defined or if during the applicable severance protection period, the Participant is not a participant in
any severance plan or arrangement maintained by the Company or a Subsidiary, then unless otherwise defined in the applicable Award
Agreement, “Good Reason” shall mean, without the Participant’s consent: (a) any material diminution in the Participant’s
compensation or benefits, unless such diminution is made generally applicable to all similarly situated employees of the Company,
(b) the assignment to the Participant of any duties inconsistent with, or substantially adverse to his or her status and duties,
or a reduction in title, (c) a material breach by the Company or a Subsidiary of its obligations under the Participant’s
employment agreement, if any, and/or (d) the relocation of the Participant’s primary work location to a location more than
fifty (50) miles away from its current location. A termination of Participant’s employment by Participant shall not be deemed
to be for Good Reason unless (x) Participant gives notice to the Company of the existence of the event or condition constituting
Good Reason within 30 calendar days after such event or condition initially occurs or exists, and (y) the Company fails to cure
such event or condition within 30 calendar days after receiving such notice. Additionally, Participant must terminate his or her
employment within 90 calendar days after the initial occurrence of the circumstance constituting Good Reason for such termination
to be “Good Reason” hereunder.


 


“Incentive
Stock Option” or “ISO” means a Stock Option that is designated as an Incentive Stock Option and that is intended
to meet the requirements of Section 422 of the Code.


 


“Nonqualified
Stock Option” means a Stock Option that is not intended to meet the requirements of Section 422 of the Code or otherwise
does not meet such requirements.


 


“Other
Share-Based Award” means an equity-based or equity-related Award not otherwise described by the terms of the Plan, granted
in accordance with the terms and conditions set forth in Section 10.


 


“Participant”
means any eligible individual as set forth in Section 5 who holds one or more outstanding Awards.


 


“Performance-Based
Exception” means the performance-based exception from the tax deductibility limitations of Section 162(m) of the Code, as
applicable to any award granted prior to November 3, 2017 that was intended to qualify for such exception.


 




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“Performance
Objectives” means the performance objective or objectives established by the Committee with respect to an Award granted
pursuant to the Plan. Any Performance Objectives may relate to the performance of the Company or one or more of its Subsidiaries,
divisions, departments, units, functions, partnerships, joint ventures or minority investments, product lines or products, or
the performance of the individual Participant, and may include, without limitation, the Performance Objectives set forth in Section
13(b). The Performance Objectives may be made relative to the performance of a group of comparable companies, or a published or
special index that the Committee, in its sole discretion, deems appropriate, or the Company may select Performance Objectives
as compared to various stock market indices. Performance Objectives may be stated as a combination of the listed factors. Any
Performance Objectives that are financial metrics may be determined in accordance with United States Generally Accepted Accounting
Principles (“GAAP”), if applicable, or may be adjusted when established to include or exclude any items otherwise
includable or excludable under GAAP.


 


“Plan”
means this Ballantyne Strong, Inc. 2017 Omnibus Equity Compensation Plan, as amended from time to time.


 


“Prior
Plan” and “Prior Plans” have the meaning given such terms in Section 1(d).


 


“Qualified
Termination” means any termination of a Participant’s employment during the two-year period commencing on a Change
in Control by the Company, any of its Subsidiaries or the resulting entity in connection with a Change in Control other than for
Cause or by the Participant for Good Reason.


 


“Restatement
Date” has the meaning given such term in Section 1(a).


 


“Restricted
Shares” means Shares granted or sold pursuant to Section 8 as to which neither the substantial risk of forfeiture nor the
prohibition on transfers referred to in such Section 8 has expired.


 


“Restricted
Share Unit” means a grant or sale of the right to receive Shares or cash at the end of a specified restricted period made
pursuant to Section 9.


 


“SEC”
means the United States Securities and Exchange Commission.


 


“Share”
means a share of common stock of the Company, $0.01 par value per share, or any security into which such Share may be changed
by reason of any transaction or event of the type referred to in Section 15.


 


“Stock
Appreciation Right” means a right granted pursuant to Section 7.


 


“Stock
Option” means a right to purchase a Share granted to a Participant under the Plan in accordance with the terms and conditions
set forth in Section 6. Stock Options may be either Incentive Stock Options or Nonqualified Stock Options.


 


“Subsidiary”
means: (a) with respect to an Incentive Stock Option, a “subsidiary corporation” as defined under Section 424(f) of
the Code; and (b) for all other purposes under the Plan, any corporation or other entity in which the Company owns, directly or
indirectly, a proprietary interest of more than fifty percent (50%) by reason of stock ownership or otherwise.


 


“Ten
Percent Stockholder” shall mean any Participant who owns more than 10% of the combined voting power of all classes of stock
of the Company, within the meaning of Section 422 of the Code.


 


3.
Shares Available Under the Plan.




 


a.
Shares Available for Awards. The maximum number of Shares that may be granted pursuant to Awards under the Plan shall be
3,746,189 Shares (all of which may be issued pursuant to Incentive Stock Options), plus any Shares covered by an award outstanding
under a Prior Plan on or after the Restatement Date that is forfeited, canceled, surrendered, settled in cash or otherwise terminated
without the issuance of such Shares. Shares issued or delivered pursuant to an Award may be authorized but unissued Shares, treasury
Shares, including Shares purchased in the open market, or a combination of the foregoing. The aggregate number of Shares available
for issuance or delivery under the Plan shall be subject to adjustment as provided in Section 15.


 




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b.
Share Counting. The following Shares shall not count against the Share limit in Section 3(a): (i) Shares covered by an
Award that expires or is forfeited, canceled, surrendered, or otherwise terminated without the issuance of such Shares; (ii) Shares
covered by an Award that is settled only in cash; and (iii) Shares granted through the assumption of, or in substitution for,
outstanding awards granted by a company to individuals who become Employees, Directors or Consultants as the result of a merger,
consolidation, acquisition or other corporate transaction involving such company and the Company or any of its Affiliates (except
as may be required by reason of the rules and regulations of any stock exchange or other trading market on which the Shares are
listed). This Section 3(b) shall apply to the number of Shares reserved and available for Incentive Stock Options only to the
extent consistent with applicable Treasury regulations relating to Incentive Stock Options under the Code.


 


c.
Prohibition of Share Recycling. The following Shares subject to an Award shall not again be available for grant as described
above, regardless of whether those Shares are actually issued or delivered to the Participant: (i) Shares tendered in payment
of the exercise price of a Stock Option; (ii) Shares withheld by the Company or any Subsidiary to satisfy a tax withholding obligation;
and (iii) Shares that are repurchased by the Company with Stock Option proceeds. Without limiting the foregoing, with respect
to any Stock Appreciation Right that is settled in Shares, the full number of Shares subject to the Award shall count against
the number of Shares available for Awards under the Plan regardless of the number of Shares used to settle the Stock Appreciation
Right upon exercise.


 


d.
Performance-Based Exception Limits. Subject to adjustment as provided in Section 15 of the Plan, the following limits shall
apply with respect to Awards that are intended to qualify for the Performance-Based Exception: (i) the maximum aggregate number
of Shares that may be subject to Stock Options or Stock Appreciation Rights granted in any calendar year to any one Participant
shall be 200,000 Shares; (ii) the maximum aggregate number of Restricted Shares and Shares issuable or deliverable under Restricted
Share Units and Other Share-Based Awards granted in any calendar year to any one Participant shall be 120,000 Shares; (iii) the
maximum aggregate compensation that can be paid pursuant to Cash-Based Awards or Other Share-Based Awards granted in any calendar
year to any one Participant shall be $1,000,000 or a number of Shares having an aggregate Fair Market Value not in excess of such
amount; and (iv) the maximum dividend equivalents that may be paid in any calendar year to any one Participant shall be $100,000
or a number of Shares having an aggregate Fair Market Value not in excess of such amount.


 


e.
Director Limits. Notwithstanding any other provision of the Plan to the contrary, the aggregate grant date fair value (computed
as of the date of grant in accordance with applicable financial accounting rules) of all Awards granted to any Director during
any single calendar year, taken together with any cash fees paid to such person during such calendar year, shall not exceed $200,000.


 


4.
Administration of the Plan.




 


a.
In General. The Plan shall be administered by the Committee. Except as otherwise provided by the Board, the Committee shall
have full and final authority in its discretion to take all actions determined by the Committee to be necessary in the administration
of the Plan, including, without limitation, discretion to: select Award recipients; determine the sizes and types of Awards; determine
the terms and conditions of Awards in a manner consistent with the Plan; grant waivers of terms, conditions, restrictions and
limitations applicable to any Award, or accelerate the vesting or exercisability of any Award, in a manner consistent with the
Plan; construe and interpret the Plan and any Award Agreement or other agreement or instrument entered into under the Plan; establish,
amend, or waive rules and regulations for the Plan’s administration; and take such other action, not inconsistent with the
terms of the Plan, as the Committee deems appropriate. To the extent permitted by Applicable Laws, the Committee may, in its sole
discretion, delegate to one or more Directors or Employees any of the Committee’s authority under the Plan. The acts of
any such delegates shall be treated hereunder as acts of the Committee with respect to any matters so delegated.


 


b.
Determinations. The Committee shall have no obligation to treat Participants or eligible Participants uniformly, and the
Committee may make determinations under the Plan selectively among Participants who receive, or Employees, Directors or Consultants
who are eligible to receive, Awards (whether or not such Participants or eligible Employees, Directors or Consultants are similarly
situated). All determinations and decisions made by the Committee pursuant to the provisions of the Plan and all related orders
and resolutions of the Committee shall be final, conclusive and binding on all persons, including the Company, its Subsidiaries,
stockholders, Directors, Consultants, Employees, Participants and their estates and beneficiaries.


 


c.
Authority of the Board. The Board may reserve to itself any or all of the authority or responsibility of the Committee
under the Plan or may act as the administrator of the Plan for any and all purposes. To the extent the Board has reserved any
such authority or responsibility or during any time that the Board is acting as administrator of the Plan, it shall have all the
powers of the Committee hereunder, and any reference herein to the Committee (other than in this Section 4(c)) shall include the
Board. To the extent that any action of the Board under the Plan conflicts with any action taken by the Committee, the action
of the Board shall control.


 




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5.
Eligibility and Participation. Each Employee, Director and Consultant is eligible to participate in the Plan. Subject to the
provisions of the Plan, the Committee may, from time to time, select from all eligible Employees, Directors and Consultants those
to whom Awards shall be granted and shall determine, in its sole discretion, the nature of any and all terms permissible by Applicable
Law and the amount of each Award. No Employee, Director or Consultant shall have the right to be selected to receive an Award
under the Plan, or, having been so selected, to be selected to receive future Awards.


 


6.
Stock Options. Subject to the terms and conditions of the Plan, Stock Options may be granted to Participants in such number,
and upon such terms and conditions, as shall be determined by the Committee in its sole discretion.


 


a.
Award Agreement. Each Stock Option shall be evidenced by an Award Agreement that shall specify the exercise price, the
term of the Stock Option, the number of Shares covered by the Stock Option, the conditions upon which the Stock Option shall become
vested and exercisable and such other terms and conditions as the Committee shall determine and which are not inconsistent with
the terms and conditions of the Plan. The Award Agreement also shall specify whether the Stock Option is intended to be an Incentive
Stock Option or a Nonqualified Stock Option. No dividend equivalents may be granted with respect to the Shares underlying a Stock
Option.


 


b.
Exercise Price. The exercise price per Share of a Stock Option shall be determined by the Committee at the time the Stock
Option is granted and shall be specified in the related Award Agreement; provided, however, that in no event shall the
exercise price per Share of any Stock Option be less than one hundred percent (100%) of the Fair Market Value of a Share on the
Date of Grant.


 


c.
Term. The term of a Stock Option shall be determined by the Committee and set forth in the related Award Agreement; provided,
however, that in no event shall the term of any Stock Option exceed ten (10) years from its Date of Grant.


 


d.
Exercisability. Stock Options shall become vested and exercisable at such times and upon such terms and conditions as shall
be determined by the Committee and set forth in the related Award Agreement. Such terms and conditions may include, without limitation,
the satisfaction of (a) performance goals based on one or more Performance Objectives, and (b) time-based vesting requirements.


 


e.
Exercise of Stock Options. Except as otherwise provided in the Plan or in a related Award Agreement, a Stock Option may
be exercised for all or any portion of the Shares for which it is then exercisable. A Stock Option shall be exercised by the delivery
of a notice of exercise to the Company or its designee in a form specified by the Company which sets forth the number of Shares
with respect to which the Stock Option is to be exercised and full payment of the exercise price for such Shares. The exercise
price of a Stock Option may be paid, in the discretion of the Committee and as set forth in the applicable Award Agreement: (i)
in cash or its equivalent; (ii) by tendering (either by actual delivery or attestation) previously acquired Shares having an aggregate
Fair Market Value at the time of exercise equal to the aggregate exercise price; (iii) by a cashless exercise (including by withholding
Shares deliverable upon exercise and through a broker-assisted arrangement to the extent permitted by Applicable Laws); (iv) by
a combination of the methods described in clauses (i), (ii) and/or (iii); or (v) through any other method approved by the Committee
in its sole discretion. As soon as practicable after receipt of the notification of exercise and full payment of the exercise
price, the Company shall cause the appropriate number of Shares to be issued to the Participant.


 


f.
Special Rules Applicable to Incentive Stock Options. Notwithstanding any other provision in the Plan to the contrary:


 


(i)
Incentive Stock Options may be granted only to Employees of the Company and its Subsidiaries. The terms and conditions of Incentive
Stock Options shall be subject to and comply with the requirements of Section 422 of the Code.


 


(ii)
To the extent that the aggregate Fair Market Value of the Shares (determined as of the Date of Grant) with respect to which an
Incentive Stock Option is exercisable for the first time by any Participant during any calendar year (under all plans of the Company
and its Subsidiaries) is greater than $100,000 (or such other amount specified in Section 422 of the Code), as calculated under
Section 422 of the Code, then the Stock Option shall be treated as a Nonqualified Stock Option.


 




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(iii)
No Incentive Stock Option shall be granted to any Participant who, on the Date of Grant, is a Ten Percent Stockholder, unless
(x) the exercise price per Share of such Incentive Stock Option is at least one hundred and ten percent (110%) of the Fair Market
Value of a Share on the Date of Grant, and (y) the term of such Incentive Stock Option shall not exceed five (5) years from the
Date of Grant.


 


7.
Stock Appreciation Rights. Subject to the terms and conditions of the Plan, Stock Appreciation Rights may be granted to Participants
in such number, and upon such terms and conditions, as shall be determined by the Committee in its sole discretion.


 


a.
Award Agreement. Each Stock Appreciation Right shall be evidenced by an Award Agreement that shall specify the exercise
price, the term of the Stock Appreciation Right, the number of Shares covered by the Stock Appreciation Right, the conditions
upon which the Stock Appreciation Right shall become vested and exercisable and such other terms and conditions as the Committee
shall determine and which are not inconsistent with the terms and conditions of the Plan. No dividend equivalents may be granted
with respect to the Shares underlying a Stock Appreciation Right.


 


b.
Exercise Price. The exercise price per Share of a Stock Appreciation Right shall be determined by the Committee at the
time the Stock Appreciation Right is granted and shall be specified in the related Award Agreement; provided, however,
that in no event shall the exercise price per Share of any Stock Appreciation Right be less than one hundred percent (100%) of
the Fair Market Value of a Share on the Date of Grant.


 


c.
Term. The term of a Stock Appreciation Right shall be determined by the Committee and set forth in the related Award Agreement;
provided, however, that in no event shall the term of any Stock Appreciation Right exceed ten (10) years from its Date
of Grant.


 


d.
Exercisability of Stock Appreciation Rights. A Stock Appreciation Right shall become vested and exercisable at such times
and upon such terms and conditions as may be determined by the Committee and set forth in the related Award Agreement. Such terms
and conditions may include, without limitation, the satisfaction of (i) performance goals based on one or more Performance Objectives,
and (ii) time-based vesting requirements.


 


e.
Exercise of Stock Appreciation Rights. Except as otherwise provided in the Plan or in a related Award Agreement, a Stock
Appreciation Right may be exercised for all or any portion of the Shares for which it is then exercisable. A Stock Appreciation
Right shall be exercised by the delivery of a notice of exercise to the Company or its designee in a form specified by the Company
which sets forth the number of Shares with respect to which the Stock Appreciation Right is to be exercised. Upon exercise, a
Stock Appreciation Right shall entitle a Participant to an amount equal to (a) the excess of (i) the Fair Market Value of a Share
on the exercise date over (ii) the exercise price per Share, multiplied by (b) the number of Shares with respect to which the
Stock Appreciation Right is exercised. A Stock Appreciation Right may be settled in whole Shares, cash or a combination thereof,
as specified by the Committee in the related Award Agreement.


 


8.
Restricted Shares. Subject to the terms and conditions of the Plan, Restricted Shares may be granted or sold to Participants
in such number, and upon such terms and conditions, as shall be determined by the Committee in its sole discretion.


 


a.
Award Agreement. Each Restricted Shares Award shall be evidenced by an Award Agreement that shall specify the number of
Restricted Shares, the restricted period(s) applicable to the Restricted Shares, the conditions upon which the restrictions on
the Restricted Shares will lapse and such other terms and conditions as the Committee shall determine and which are not inconsistent
with the terms and conditions of the Plan.


 


b.
Terms, Conditions and Restrictions. The Committee shall impose such other terms, conditions and/or restrictions on any
Restricted Shares as it may deem advisable, including, without limitation, a requirement that the Participant pay a purchase price
for each Restricted Share, restrictions based on the achievement of specific Performance Objectives, time-based restrictions or
holding requirements or sale restrictions placed on the Shares by the Company upon vesting of such Restricted Shares. Unless otherwise
provided in the related Award Agreement or required by applicable law, the restrictions imposed on Restricted Shares shall lapse
upon the expiration or termination of the applicable restricted period and the satisfaction of any other applicable terms and
conditions.


 


c.
Custody of Certificates. To the extent deemed appropriate by the Committee, the Company may retain any certificates representing
Restricted Shares in the Company’s possession until such time as all terms, conditions and/or restrictions applicable to
such Shares have been satisfied or lapse.


 




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d.
Rights Associated with Restricted Shares during Restricted Period. During any restricted period applicable to Restricted
Shares: (i) the Restricted Shares may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated; (ii)
unless otherwise provided in the related Award Agreement, the Participant shall be entitled to exercise full voting rights associated
with such Restricted Shares; and (iii) the Participant shall be entitled to all dividends and other distributions paid with respect
to such Restricted Shares during the restricted period; provided, however, that any dividends with respect to unvested Restricted
Shares shall be accumulated or deemed reinvested in additional Restricted Shares, subject to the same terms and conditions as
the original Award (including service-based vesting conditions and any Performance Objectives) until such Award is earned and
vested.


 


9.
Restricted Share Units. Subject to the terms and conditions of the Plan, Restricted Share Units may be granted or sold to
Participants in such number, and upon such terms and conditions, as shall be determined by the Committee in its sole discretion.


 


a.
Award Agreement. Each Restricted Share Unit Award shall be evidenced by an Award Agreement that shall specify the number
of units, the restricted period(s) applicable to the Restricted Share Units, the conditions upon which the restrictions on the
Restricted Share Units will lapse, the time and method of payment of the Restricted Share Units, and such other terms and conditions
as the Committee shall determine and which are not inconsistent with the terms and conditions of the Plan.


 


b.
Terms, Conditions and Restrictions. The Committee shall impose such other terms, conditions and/or restrictions on any
Restricted Share Units as it may deem advisable, including, without limitation, a requirement that the Participant pay a purchase
price for each Restricted Share Unit, restrictions based on the achievement of specific Performance Objectives or time-based restrictions
or holding requirements.


 


c.
Form of Settlement. Restricted Share Units may be settled in whole Shares, cash or a combination thereof, as specified
by the Committee in the related Award Agreement.


 


d.
Dividend Equivalents. Restricted Share Units may provide the Participant with dividend equivalents, payable either in cash
or in additional Shares, as determined by the Committee in its sole discretion and set forth in the related Award Agreement; provided,
however, that any dividend equivalents with respect to unvested Restricted Share Units shall be accumulated or deemed reinvested
in additional Restricted Share Units, subject to the same terms and conditions as the original Award (including service-based
vesting conditions and any Performance Objectives) until such Award is earned and vested.


 


10.
Other Share-Based Awards. Subject to the terms and conditions of the Plan, Other Share-Based Awards may be granted to Participants
in such number, and upon such terms and conditions, as shall be determined by the Committee in its sole discretion. Other Share-Based
Awards are Awards that are valued in whole or in part by reference to, or otherwise based on the Fair Market Value of, Shares,
and shall be in such form as the Committee shall determine, including without limitation, unrestricted Shares or time-based or
performance-based units that are settled in Shares and/or cash.


 


a.
Award Agreement. Each Other Share-Based Award shall be evidenced by an Award Agreement that shall specify the terms and
conditions upon which the Other Share-Based Award shall become vested, if applicable, the time and method of settlement, the form
of settlement and such other terms and conditions as the Committee shall determine and which are not inconsistent with the terms
and conditions of the Plan.


 


b.
Form of Settlement. An Other Share-Based Award may be settled in whole Shares, cash or a combination thereof, as specified
by the Committee in the related Award Agreement.


 


c.
Dividend Equivalents. Other Share-Based Awards may provide the Participant with dividend equivalents, on payable either
in cash or in additional Shares, as determined by the Committee in its sole discretion and set forth in the related Award Agreement;
provided, however, that any dividend equivalents with respect to unvested Other Share-Based Awards shall be accumulated or deemed
reinvested, subject to the same terms and conditions as the original Award (including service-based vesting conditions and any
Performance Objectives) until such Award is earned and vested.


 


11.
Cash-Based Awards. Subject to the terms and conditions of the Plan, Cash-Based Awards may be granted to Participants in such
amounts and upon such other terms and conditions as shall be determined by the Committee in its sole discretion. Each Cash-Based
Award shall be evidenced by an Award Agreement that shall specify the payment amount or payment range, the time and method of
settlement and the other terms and conditions, as applicable, of such Award which may include, without limitation, restrictions
based on the achievement of specific Performance Objectives.


 




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12.
Compliance with Section 409A. Awards granted under the Plan shall be designed and administered in such a manner that they
are either exempt from the application of, or comply with, the requirements of Section 409A of the Code. To the extent that the
Committee determines that any award granted under the Plan is subject to Section 409A of the Code, the Award Agreement shall incorporate
the terms and conditions necessary to avoid the imposition of an additional tax under Section 409A of the Code upon a Participant.
Notwithstanding any other provision of the Plan or any Award Agreement (unless the Award Agreement provides otherwise with specific
reference to this Section 12): (i) an Award shall not be granted, deferred, accelerated, extended, paid out, settled, substituted
or modified under the Plan in a manner that would result in the imposition of an additional tax under Section 409A of the Code
upon a Participant; and (ii) if an Award is subject to Section 409A of the Code, and if the Participant holding the award is a
“specified employee” (as defined in Section 409A of the Code, with such classification to be determined in accordance
with the methodology established by the Company), then, to the extent required to avoid the imposition of an additional tax under
Section 409A of the Code upon a Participant, no distribution or payment of any amount shall be made before the date that is six
(6) months following the date of such Participant’s “separation from service” (as defined in Section 409A of
the Code) or, if earlier, the date of the Participant’s death. Although the Company intends to administer the Plan so that
Awards will be exempt from, or will comply with, the requirements of Section 409A of the Code, the Company does not warrant that
any Award under the Plan will qualify for favorable tax treatment under Section 409A of the Code or any other provision of federal,
state, local, or non-United States law. The Company shall not be liable to any Participant for any tax, interest, or penalties
the Participant might owe as a result of the grant, holding, vesting, exercise, or payment of any Award under the Plan.


 


13.
Section 162(m).


 


a.
In General. Notwithstanding anything in the Plan to the contrary, Awards may have been granted in a manner intended to
qualify for the Performance-Based Exception. As determined by the Committee in its sole discretion, the grant, vesting, exercisability
and/or settlement of any Restricted Shares, Restricted Share Units, Other Share-Based Awards and Cash-Based Awards intended to
qualify for the Performance-Based Exception shall be conditioned on the attainment of one or more Performance Objectives during
a performance period established by the Committee and must satisfy the requirements of this Section 13.


 


b.
Performance Objectives. If an Award is intended to qualify for the Performance-Based Exception, then the Performance Objectives
shall be based on specified levels of or growth in one or more of the following criteria, and the Performance Objectives applicable
to any other Award may be, but shall not be required to be, based on one or more of the following criteria: return on equity,
earnings per share, total earnings, earnings growth, return on capital, return on assets, earnings before interest, taxes, depreciation
and/or amortization, sales, sales growth, gross margin, return on investment, increase in the fair market value of the Company’s
common stock, share price (including but not limited to, growth measures and total stockholder return), operating income or profit,
net earnings, cash flow (including, but not limited to, operating cash flow and free cash flow), cash flow return on investment
(which equals net cash flow divided by total capital), inventory terms, financial return ratios, total return to stockholders,
market share, earnings measures/ratios, economic or incremental value added, economic profit, balance sheet measurements such
as receivable turnover, internal rate of return, increase in net present value or expense targets, working capital measurements
(such as average working capital divided by sales), customer or dealer satisfaction surveys and productivity.


 


c.
Establishment of Performance Objectives. With respect to Awards intended to qualify for the Performance-Based Exception,
the Committee shall establish: (i) the applicable Performance Objectives and performance period, and (ii) the formula for computing
the payout. Such terms and conditions shall be established in writing while the outcome of the applicable performance period is
substantially uncertain, but in no event later than the earlier of: (x) ninety days after the beginning of the applicable performance
period; or (y) the expiration of twenty-five percent (25%) of the applicable performance period.


 


d.
Certification of Performance. With respect to any Award intended to qualify for the Performance-Based Exception, the Committee
shall certify in writing whether the applicable Performance Objectives and other material terms imposed on such Award have been
satisfied, and, if they have, ascertain the amount of the payout or vesting of the Award. Notwithstanding any other provision
of the Plan, payment or vesting of any such Award shall not be made until the Committee certifies in writing that the applicable
Performance Objectives and any other material terms of such Award were in fact satisfied in a manner conforming to applicable
regulations under Section 162(m) of the Code.


 




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e.
Adjustments. If the Committee determines that a change in the Company’s business, operations, corporate structure
or capital structure, or in the manner in which it conducts its business, or other events or circumstances render the Performance
Objectives unsuitable, the Committee may in its discretion adjust such Performance Objectives or the related level of achievement,
in whole or in part, as the Committee deems appropriate and equitable, including, without limitation, to exclude the effects of
events that are unusual in nature or infrequent in occurrence (as determined in accordance with applicable financial accounting
standards), cumulative effects of tax or accounting changes, discontinued operations, acquisitions, divestitures and material
restructuring or asset impairment charges; provided, however, that in no event will any such adjustment be made that would cause
an Award intended to qualify for the Performance-Based Exception to fail to so qualify.


 


f.
Negative Discretion. With respect to any Award intended to qualify for the Performance-Based Exception, after the date
that the Performance Objectives are required to be established in writing pursuant to Section 13(c), the Committee shall not have
discretion to increase the amount of compensation that is payable upon achievement of the designated Performance Objectives. However,
the Committee may, in its sole discretion, reduce the amount of compensation that is payable upon achievement of the designated
Performance Objectives.


 


14.
Transferability. Except as otherwise determined by the Committee, no Award or dividend equivalents paid with respect to any
Award shall be transferable by the Participant except by will or the laws of descent and distribution; provided, that if
so determined by the Committee, each Participant may, in a manner established by the Board or the Committee, designate a beneficiary
to exercise the rights of the Participant with respect to any Award upon the death of the Participant and to receive Shares or
other property issued or delivered under such Award. Except as otherwise determined by the Committee, Stock Options and Stock
Appreciation Rights will be exercisable during a Participant’s lifetime only by the Participant or, in the event of the
Participant’s legal incapacity to do so, by the Participant’s guardian or legal representative acting on behalf of
the Participant in a fiduciary capacity under state law and/or court supervision.


 


15.
Adjustments. In the event of any equity restructuring (within the meaning of Financial Accounting Standards Board Accounting
Standards Codification Topic 718, or any successor thereto), such as a stock dividend, stock split, reverse stock split, spinoff,
rights offering, or recapitalization through a large, nonrecurring cash dividend, the Committee shall cause there to be an equitable
adjustment in the number and kind of Shares specified in Section 3 of the Plan and, with respect to outstanding Awards, in the
number and kind of Shares subject to outstanding Awards and the exercise price or other price of Shares subject to outstanding
Awards, in each case to prevent dilution or enlargement of the rights of Participants. In the event of any other change in corporate
capitalization, or in the event of a merger, consolidation, liquidation, or similar transaction, the Committee may, in its sole
discretion, cause there to be an equitable adjustment as described in the foregoing sentence, to prevent dilution or enlargement
of rights; provided, however, that, unless otherwise determined by the Committee, the number of Shares subject to
any Award shall always be rounded down to a whole number. Notwithstanding the foregoing, the Committee shall not make any adjustment
pursuant to this Section 15 that would (i) cause any Stock Option intended to qualify as an ISO to fail to so qualify, (ii) cause
an Award that is otherwise exempt from Section 409A of the Code to become subject to Section 409A, or (iii) cause an Award that
is subject to Section 409A of the Code to fail to satisfy the requirements of Section 409A. The determination of the Committee
as to the foregoing adjustments, if any, shall be conclusive and binding on all Participants and any other persons claiming under
or through any Participant.


 


16.
Fractional Shares. The Company shall not be required to issue or deliver any fractional Shares pursuant to the Plan and, unless
otherwise provided by the Committee, fractional shares shall be settled in cash.


 


17.
Withholding Taxes. To the extent required by Applicable Law, a Participant shall be required to satisfy, in a manner satisfactory
to the Company or Subsidiary, as applicable, any withholding tax obligations that arise by reason of the exercise of a Stock Option
or Stock Appreciation Right, the vesting of or settlement of Shares under an Award, an election pursuant to Section 83(b) of the
Code or otherwise with respect to an Award. The Company and its Subsidiaries shall not be required to issue or deliver Shares,
make any payment or to recognize the transfer or disposition of Shares until such obligations are satisfied. The Committee may
permit or require these obligations to be satisfied by having the Company withhold a portion of the Shares that otherwise would
be issued or delivered to a Participant upon exercise of a Stock Option or Stock Appreciation Right or upon the vesting or settlement
of an Award, or by tendering Shares previously acquired, in each case having a Fair Market Value equal to the minimum amount required
to be withheld or paid, or such other amount as will not result in an adverse accounting consequence to the Company. Any such
elections are subject to such conditions or procedures as may be established by the Committee and may be subject to disapproval
by the Committee.


 


18.
Foreign Employees. Without amending the Plan, the Committee may grant Awards to Participants who are foreign nationals, or
who are subject to Applicable Laws of one or more non-United States jurisdictions, on such terms and conditions different from
those specified in the Plan as may in the judgment of the Committee be necessary or desirable to foster and promote achievement
of the purposes of the Plan, and, in furtherance of such purposes, the Committee may approve such sub-plans, supplements to or
amendments, modifications, restatements or alternative versions of this Plan as may be necessary or advisable to comply with provisions
of Applicable Laws of other countries in which the Company or its Subsidiaries operate or have employees.


 




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19.
Detrimental Activity; Forfeiture of Awards.


 


a.
Detrimental Activity. If a Participant engages in Detrimental Activity, either during service with the Company or a Subsidiary
or within two (2) years after termination of such service, then, promptly upon receiving notice of the Committee’s determination,
the Participant shall: (i) forfeit all Awards granted under the Plan to the extent then held by the Participant; (ii) return to
the Company or the Subsidiary all Shares that the Participant has not disposed of that had been acquired pursuant to all Awards
granted under the Plan, in exchange for payment by the Company or the Subsidiary of any amount actually paid therefor by the Participant;
and (iii) with respect to any Shares acquired pursuant to an Award granted under the Plan that were disposed of, pay to the Company
or the Subsidiary, in cash, the excess, if any, of: (A) the Fair Market Value of the Shares on the date acquired, over (B) any
amount actually paid by the Participant for the Shares. This Section 19(a)(ii) and (iii) shall apply only to Shares that were
acquired pursuant to the Award during a period of two (2) years prior to the date of the Participant’s initial commencement
of the Detrimental Activity (or such other period of time specified by the Committee in the Award Agreement).


 


b.
Compensation Recovery Policy. Any Award granted to a Participant shall be subject to forfeiture or repayment pursuant to
the terms of any applicable compensation recovery policy maintained by the Company from time to time, including any such policy
that may be adopted to comply with the Dodd-Frank Wall Street Reform and Consumer Protection Act or any rules or regulations issued
by the Securities and Exchange Commission or applicable securities exchange.


 


c.
Set-Off and Other Remedies. To the extent that amounts are not immediately returned or paid to the Company as provided
in this Section 19, the Company may, to the extent permitted by Applicable Laws, seek other remedies, including a set off of the
amounts so payable to it against any amounts that may be owing from time to time by the Company or a Subsidiary to the Participant
for any reason, including, without limitation, wages, or vacation pay or other benefits; provided, however, that, except
to the extent permitted by Treasury Regulation Section 1.409A-3(j)(4), such offset shall not apply to amounts that are “deferred
compensation” within the meaning of Section 409A of the Code.


 


20.
Change in Control.


 


a.
Committee Discretion. The Committee may, in its sole discretion and without the consent of Participants, either by the
terms of the Award Agreement applicable to any Award or by resolution adopted prior to the occurrence of the Change in Control,
determine whether and to what extent outstanding Awards under the Plan shall be assumed, converted or replaced by the resulting
entity in connection with a Change in Control (or, if the Company is the resulting entity, whether such Awards shall be continued
by the Company), in each case subject to equitable adjustments in accordance with Section 15 of the Plan.


 


b.
Awards that are Assumed. To the extent outstanding Awards granted under this Plan are assumed, converted or replaced by
the resulting entity in the event of a Change in Control (or, if the Company is the resulting entity, to the extent such Awards
are continued by the Company) as provided in Section 20(a) of the Plan, then: (i) any outstanding Awards that are subject to Performance
Objectives shall be converted by the resulting entity, as if “target” performance had been achieved as of the date
of the Change in Control, and shall continue to vest during the remaining performance period or other period of required service,
and (ii) all other Awards shall continue to vest during the applicable vesting period, if any. Notwithstanding the preceding sentence,
if a Participant incurs a Qualified Termination, then upon such termination (A) all outstanding Awards held by the Participant
that may be exercised shall become fully exercisable and shall remain exercisable for the full duration of their term, (B) all
restrictions with respect to outstanding Awards shall lapse, with any specified Performance Objectives with respect to outstanding
Awards deemed to be satisfied at the “target” level, and (C) all outstanding Awards shall become fully vested.


 


c.
Awards that are not Assumed. To the extent outstanding Awards granted under this Plan are not assumed, converted or replaced
by the resulting entity in connection with a Change in Control (or, if the Company is the resulting entity, to the extent such
Awards are not continued by the Company) in accordance with Section 20(a) of the Plan, then effective immediately prior to the
Change in Control: (i) all outstanding Awards held by the Participant that may be exercised shall become fully exercisable and
shall remain exercisable for the full duration of their term, (ii) all restrictions with respect to outstanding Awards shall lapse,
with any specified Performance Objectives with respect to outstanding Awards deemed to be satisfied at the “target”
level, and (iii) all outstanding Awards shall become fully vested.


 


d.
Cancellation Right. The Committee may, in its sole discretion and without the consent of Participants, either by the terms
of the Award Agreement applicable to any Award or by resolution adopted prior to the occurrence of the Change in Control, provide
that any outstanding Award (or a portion thereof) shall, upon the occurrence of such Change in Control, be cancelled in exchange
for a payment in cash or other property (including shares of the resulting entity in connection with a Change in Control) in an
amount equal to the excess, if any, of the Fair Market Value of the Shares subject to the Award, over any exercise price related
to the Award, which amount may be zero if the Fair Market Value of a Share on the date of the Change in Control does not exceed
the exercise price per Share of the applicable Awards.


 




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21.
Amendment, Modification and Termination.


 


a.
In General. The Board may at any time and from time to time, alter, amend, suspend or terminate the Plan in whole or in
part; provided, however, that no alteration or amendment that requires stockholder approval in order for the Plan
to comply with any rule promulgated by the SEC or any securities exchange on which Shares are listed or any other Applicable Laws
shall be effective unless such amendment shall be approved by the requisite vote of stockholders of the Company entitled to vote
thereon within the time period required under such applicable listing standard or rule.


 


b.
Adjustments to Outstanding Awards. The Committee may in its sole discretion at any time (i) provide that all or a portion
of a Participant’s Stock Options, Stock Appreciation Rights and other Awards in the nature of rights that may be exercised
shall become fully or partially exercisable; (ii) provide that all or a part of the time-based vesting restrictions on all or
a portion of the outstanding Awards shall lapse, and/or that any Performance Objectives or other performance-based criteria with
respect to any Awards shall be deemed to be wholly or partially satisfied; or (iii) waive any other limitation or requirement
under any such Award, in each case, as of such date as the Committee may, in its sole discretion, declare. Unless otherwise determined
by the Committee, any such adjustment that is made with respect to an Award that is intended to qualify for the Performance-Based
Exception shall be made at such times and in such manner as will not cause such Awards to fail to qualify under the Performance-Based
Exception. Additionally, the Committee shall not make any adjustment pursuant to this Section 21(b) that would cause an Award
that is otherwise exempt from Section 409A of the Code to become subject to Section 409A, or that would cause an Award that is
subject to Section 409A of the Code to fail to satisfy the requirements of Section 409A.


 


c.
Prohibition on Repricing. Except for adjustments made pursuant to Sections 15 or 20, the Board or the Committee will not,
without the further approval of the stockholders of the Company, authorize the amendment of any outstanding Stock Option or Stock
Appreciation Right to reduce the exercise price. No Stock Option or Stock Appreciation Right will be cancelled and replaced with
an Award having a lower exercise price, or for another Award, or for cash without further approval of the stockholders of the
Company, except as provided in Sections 15 or 20. Furthermore, no Stock Option or Stock Appreciation Right will provide for the
payment, at the time of exercise, of a cash bonus or grant or sale of another Award without further approval of the stockholders
of the Company. This Section 21(c) is intended to prohibit the repricing of “underwater” Stock Options or Stock Appreciation
Rights without stockholder approval and will not be construed to prohibit the adjustments provided for in Sections 15 or 20.


 


d.
Effect on Outstanding Awards. Notwithstanding any other provision of the Plan to the contrary (other than Sections 15,
20, 21(b) and 23(d)), no termination, amendment, suspension, or modification of the Plan or an Award Agreement shall adversely
affect in any material way any Award previously granted under the Plan, without the written consent of the Participant holding
such Award; provided that the Committee may modify an ISO held by a Participant to disqualify such Stock Option from treatment
as an “incentive stock option” under Section 422 of the Code without the Participant’s consent.


 


22.
Applicable Laws. The obligations of the Company with respect to Awards under the Plan shall be subject to all Applicable Laws
and such approvals by any governmental agencies as the Committee determines may be required. The Plan and each Award Agreement
shall be governed by the laws of the State of Delaware, excluding any conflicts or choice of law rule or principle that might
otherwise refer construction or interpretation of the Plan to the substantive law of another jurisdiction.


 


23.
Miscellaneous.


 


a.
Deferral of Awards. Except with respect to Stock Options, Stock Appreciation Rights and Restricted Shares, the Committee
may permit Participants to elect to defer the issuance or delivery of Shares or the settlement of Awards in cash under the Plan
pursuant to such rules, procedures or programs as it may establish for purposes of the Plan. The Committee also may provide that
deferred issuances and settlements include the payment or crediting of dividend equivalents or interest on the deferral amounts.
All elections and deferrals permitted under this provision shall comply with Section 409A of the Code, including setting forth
the time and manner of the election (including a compliant time and form of payment), the date on which the election is irrevocable,
and whether the election can be changed until the date it is irrevocable.


 




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b.
No Right of Continued Employment. The Plan shall not confer upon any Participant any right with respect to continuance
of employment or other service with the Company or any Subsidiary, nor shall it interfere in any way with any right the Company
or any Subsidiary would otherwise have to terminate such Participant’s employment or other service at any time. Awards granted
under the Plan shall not be considered a part of any Participant’s normal or expected compensation or salary for any purposes,
including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments,
bonuses, long-service awards, pension or retirement or welfare benefits or similar payments, and in no event shall any Award be
considered as compensation for, or relating in any way to, past services for the Company or any Subsidiary or affiliate.


 


c.
Unfunded, Unsecured Plan. Neither a Participant nor any other person shall, by reason of participation in the Plan, acquire
any right or title to any assets, funds or property of the Company or any Subsidiary, including without limitation, any specific
funds, assets or other property which the Company or any Subsidiary may set aside in anticipation of any liability under the Plan.
A Participant shall have only a contractual right to an Award or the amounts, if any, payable under the Plan, unsecured by any
assets of the Company or any Subsidiary, and nothing contained in the Plan shall constitute a guarantee that the assets of the
Company or any Subsidiary shall be sufficient to pay any benefits to any person.


 


d.
Severability. If any provision of the Plan is or becomes invalid, illegal or unenforceable in any jurisdiction, or would
disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed
amended or limited in scope to conform to Applicable Laws or, in the discretion of the Committee, it shall be stricken and the
remainder of the Plan shall remain in full force and effect.


 


e.
Acceptance of Plan. By accepting any benefit under the Plan, each Participant and each person claiming under or through
any such Participant shall be conclusively deemed to have indicated their acceptance and ratification of, and consent to, all
of the terms and conditions of the Plan and any action taken under the Plan by the Committee, the Board or the Company, in any
case in accordance with the terms and conditions of the Plan.


 


f.
Successors. All obligations of the Company under the Plan and with respect to Awards shall be binding on any successor
to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation,
or other event, or a sale or disposition of all or substantially all of the business and/or assets of the Company and references
to the “Company” herein and in any Award Agreements shall be deemed to refer to such successors.


 


[END
OF DOCUMENT]


 






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