Exhibit
10.1


 


FRANCHISE
GROUP, INC.

2019 OMNIBuS INCENTIVE PLAN


 


1.    
Purposes, History and Effective Date.


 


(a)  
Purpose. The Franchise Group, Inc. 2019 Omnibus Incentive Plan has two complementary purposes: (i) to attract and
retain outstanding individuals to serve as officers, directors, employees and consultants and (ii) to increase shareholder value.
The Plan will provide participants with incentives to increase shareholder value by offering the opportunity to acquire shares
of the Company’s common stock, receive monetary payments based on the value of such common stock, or receive other incentive
compensation, on the potentially favorable terms that this Plan provides.


 


(b)  
Effective Date. This Plan will become effective on and after the Effective Date.


 


(c)  
Termination of Prior Plans. Prior to the Effective Date, the Company had in effect the JTH Holding, Inc. 2011 Equity
and Cash Incentive Plan (the “Prior Plan”). Upon the Effective Date, the Prior Plan will terminate and no new awards
will be granted under the Prior Plan, although awards previously granted under the Prior Plan and still outstanding will continue
to be subject to all terms and conditions of the Prior Plan.


 


2.    
Definitions. Capitalized terms used and not otherwise defined in this Plan or in any Award
agreement have the following meanings:


 


(a)  
 “Act” means the Securities Act of 1933, as amended from time to time. Any reference to a specific provision
of the Act shall include any successor provision thereto.


 


(b)  
“Administrator” means the Committee; provided that, to the extent the Board or Committee has delegated
authority and responsibility as an Administrator of the Plan to one or more officers of the Company as permitted by Section 3(b),
the term “Administrator” shall also mean such officer or officers. Notwithstanding the foregoing, the Board may take
any action that the Administrator is authorized to take under the Plan at any time.


 


(c)  
“Affiliate” has the meaning ascribed to such term in Rule 12b-2 under the Exchange Act.


 


(d)  
“Award” means a grant of Options, Stock Appreciation Rights, Performance Shares, Performance Units, Stock, Restricted
Stock, Restricted Stock Units, an Incentive Award, Dividend Equivalent Units or any other type of award permitted under this Plan.


 


(e)  
  “Beneficial Owner” means a Person, with respect to any securities which:


 


(i)            
such Person or any of such Person’s Affiliates has the right to acquire (whether such right is exercisable immediately
or only after the passage of time) pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion
rights, exchange rights, rights, warrants or options, or otherwise; provided, however, that a Person shall not be deemed the Beneficial
Owner of, or to beneficially own, securities tendered pursuant to a tender or exchange offer made by or on behalf of such Person
or any of such Person’s Affiliates until such tendered securities are accepted for purchase;


 



    


    


    




(ii)           
such Person or any of such Person’s Affiliates, directly or indirectly, has the right to vote or dispose of or has
“beneficial ownership” of (as determined pursuant to Rule 13d-3 of the General Rules and Regulations under the Act),
including pursuant to any agreement, arrangement or understanding; provided, however, that a Person shall not be deemed the Beneficial
Owner of, or to beneficially own, any security under this clause (ii) as a result of an agreement, arrangement or understanding
to vote such security if the agreement, arrangement or understanding: (A) arises solely from a revocable proxy or consent given
to such Person in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable rules
and regulations under the Act and (B) is not also then reportable on a Schedule l3D under the Act (or any comparable or successor
report); or


 


(iii)          
are beneficially owned, directly or indirectly, by any other Person with which such Person or any of such Person’s
Affiliates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting (except pursuant to a
revocable proxy as described in clause (ii) above) or disposing of any voting securities of the Company.


 


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


 


(g)  
“Cause” has the meaning given in a Participant’s employment, retention, change of control, severance or
similar agreement with the Company or any Affiliate, or if no such agreement is in effect, then except as otherwise determined
by the Committee and set forth in an applicable Award agreement, “Cause” means (i) the Participant’s willful
and repeated failure to comply with the lawful directives of the Board, the Board of Directors of any Affiliate or any supervisory
personnel of the Participant; (ii) any criminal act or act of dishonesty or willful misconduct by the Participant that has (or
is reasonably expected to have) a material adverse effect on the property, operations, business or reputation of the Company or
any Affiliate; (iii) the material breach by the Participant of the terms of any confidentiality, non-competition, non-solicitation
or other agreement that the Participant has with the Company or any Affiliate; (iv) the Participant’s breach of any fiduciary
duty owed to the Company or any Affiliate; or (v) acts by the Participant of willful malfeasance, gross negligence or fraud in
a matter of material importance to the Company or any Affiliate.


 


(h)  
“Change of Control” means, unless specified otherwise in an Award agreement, the occurrence of any of the following:


 


(i)            
any Person (other than (A) the Company or any of its subsidiaries, (B) a trustee or other fiduciary holding securities under
any employee benefit plan of the Company or any of its subsidiaries, (C) an underwriter temporarily holding securities pursuant
to an offering of such securities or (D) a corporation owned, directly or indirectly, by the shareholders of the Company in substantially
the same proportions as their ownership of stock in the Company (“Excluded Persons”)) is or becomes the Beneficial
Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person
any securities acquired directly from the Company or its Affiliates after the Effective Date, pursuant to express authorization
by the Board that refers to this exception) representing more than fifty percent (50%) of both the then outstanding shares of Stock
of the Company and the combined voting power of the Company’s then outstanding voting securities; or


 



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(ii)           
the consummation of a merger, consolidation or reorganization of the Company with any other corporation or the issuance
of voting securities of the Company in connection with a merger, consolidation or reorganization of the Company, in each case,
which requires approval of the shareholders of the Company, other than (A) a merger, consolidation or reorganization which would
result in the voting securities of the Company outstanding immediately prior to such merger, consolidation or reorganization continuing
to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent
thereof) at least fifty percent (50%) of the combined voting power of the voting securities of the Company or such surviving entity
or any parent thereof outstanding immediately after such merger, consolidation or reorganization, or (B) a merger, consolidation
or reorganization effected to implement a recapitalization of the Company (or similar transaction) in which no Person (other than
an Excluded Person) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in
the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates after the
Effective Date, pursuant to express authorization by the Board that refers to this exception) representing more than fifty percent
(50%) of both the then outstanding shares of Stock of the Company and the combined voting power of the Company’s then outstanding
voting securities; or


 


(iii)          
the consummation of a plan of complete liquidation or dissolution of the Company or a sale or disposition by the Company
of all or substantially all of the Company’s assets (in one transaction or a series of related transactions within any period
of 24 consecutive months), in each case, which requires approval of the shareholders of the Company, other than a sale or disposition
by the Company of all or substantially all of the Company’s assets to an entity at least seventy-five percent (75%) of the
combined voting power of the voting securities of which are owned by Persons in substantially the same proportions as their ownership
of the Company immediately prior to such sale.


 


Notwithstanding the foregoing,
no “Change of Control” shall be deemed to have occurred if there is consummated any transaction or series of integrated
transactions immediately following which the record holders of the Stock of the Company immediately prior to such transaction or
series of transactions continue to own, directly or indirectly, in the same proportions as their ownership in the Company, an entity
that owns all or substantially all of the assets or voting securities of the Company immediately following such transaction or
series of transactions.


 


(i)   
 “Code” means the Internal Revenue Code of 1986, as amended. Any reference to a specific provision of the Code
includes any successor provision and the regulations promulgated under such provision.


 


(j)   
“Committee” means the Compensation Committee of the Board, any successor committee thereto or such other committee
of the Board that is designated by the Board with the same or similar authority. The Committee shall consist only of non-employee
directors (at least two (2)) within the meaning of Rule 16b-3 to the extent necessary for Awards to be exempt from Section 16b
of the Exchange Act.


 



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(k)  
“Company” means Franchise Group, Inc., a Delaware corporation, or any successor thereto.


 


(l)   
“Director” means a member of the Board.


 


(m)  “Disability”
means, unless otherwise provided in the applicable Award agreement, a physical, mental or other impairment within the meaning of
Section 22(e)(3) of the Code.


 


(n)  
“Dividend Equivalent Unit” means the right to receive a payment, in cash or Shares, equal to the cash dividends
or other cash distributions paid with respect to a Share.


 


(o)  
“Effective Date” means the date the Board approves this Plan.


 


(p)  
“Exchange Act” means the Securities Exchange Act of 1934, as amended. Any reference to a specific provision
of the Exchange Act includes any successor provision and the regulations and rules promulgated under such provision.


 


(q)  
“Fair Market Value” means, per Share on a particular date, (i) if the Shares are listed on a national securities
exchange, the last sales price on that date on the national securities exchange on which the Stock is then traded, as reported
in The Wall Street Journal, or if no sales of Stock occur on such date, then on the last preceding date on which there was a sale
on such exchange; or (ii) if the Shares are not listed on a national securities exchange, but are traded in an over-the-counter
market, the last sales price (or, if there is no last sales price reported, the average of the closing bid and asked prices) for
the Shares on that date, or on the last preceding date on which there was a sale of Shares on that market; or (iii) if the Shares
are neither listed on a national securities exchange nor traded in an over-the-counter market, the price determined by the Administrator,
in its discretion. Notwithstanding the foregoing, in the case of the sale of Shares, the actual sale price shall be the Fair Market
Value of such Shares.


 


(r)   
“Incentive Award” means the right to receive a cash payment to the extent Performance Goals are achieved (or
other requirements are met), and as otherwise described in Section 10 of the Plan.


 


(s)   
“Non-Employee Director” means a Director who is not also an employee of the Company or its Subsidiaries.


 


(t)   
“Option” means the right to purchase Shares at a stated price for a specific period of time.


 


(u)  
 “Participant” means an individual the Administrator selects to receive an Award.


 



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(v)  
“Performance Goals” means any goals the Administrator establishes, which may relate to one or more of the following
with respect to the Company or any one or more of its Subsidiaries, Affiliates or other business units: gross operating or net
earnings before or after taxes; return on equity; return on capital; return on sales; return on investment; return on assets or
net assets; earnings per share (basic or fully diluted and/or before or after taxes); cash flow (per share or otherwise); book
value (per share or otherwise); total tax returns prepared; territories sold; territories opened; cash generated; leads generated;
new customers generated; Fair Market Value of the Company or any Affiliate or shares of Stock; share price or total shareholder
return; market share or market penetration; level of expenses or other costs; project completed; gross, operating or net revenue
(by unit or otherwise); profitability or gross, operating or net margins (by unit or otherwise); net income; earnings before interest,
taxes, depreciation and amortization; adjusted earnings before interest, taxes, depreciation and amortization; net worth; franchise
system wide revenue; financial product revenue; new office openings; franchise sales, productivity ratios; objective measures of
customer satisfaction; working capital; competitive market metrics; or peer group comparisons of any of the aforementioned business
criteria. As to each Performance Goal, unless otherwise determined by the Administrator, the relevant measurement of performance
shall be computed in accordance with generally accepted accounting principles and the Administrator may adjust any performance
measure to include or exclude certain items, such as the effects of (i) extraordinary, unusual and/or non-recurring items of gain
or loss, (ii) gains or losses on the disposition of a business, (iii) changes in tax or accounting regulations or laws, or (iv)
the effect of a merger or acquisition. Where applicable, the Performance Goals may be expressed, without limitation, in terms of
attaining a specified level of the particular criterion. The Performance Goals may include a threshold level of performance below
which no payment will be made (or no vesting will occur), levels of performance at which specified payments will be paid (or specified
vesting will occur), and a maximum level of performance above which no additional payment will be made (or at which full vesting
will occur).


 


(w) 
“Performance Shares” means the right to receive Shares to the extent Performance Goals are achieved (or other
requirements are met).


 


(x)  
“Performance Unit” means the right to receive a cash payment and/or Shares valued in relation to a unit that
has a designated dollar value or the value of which is equal to the Fair Market Value of one or more Shares, to the extent Performance
Goals are achieved (or other requirements are met).


 


(y)  
“Person” means any individual, firm, partnership, corporation or other entity, including any successor (by merger
or otherwise) of such entity, or a group of any of the foregoing acting in concert.


 


(z)  
“Plan” means this Franchise Group, Inc. 2019 Omnibus Incentive Plan, as amended from time to time.


 


(aa)        
“Restricted Stock” means Shares that are subject to a risk of forfeiture or restrictions on transfer, or both
a risk of forfeiture and restrictions on transfer, which may lapse upon the achievement or partial achievement of Performance Goals
or upon the completion of a period of service, or both.


 


(bb)        
“Restricted Stock Unit” means the right to receive a cash payment and/or Shares the value of which is equal
to the Fair Market Value of one Share.


 


(cc)        
“Retirement” means the Participant’s Termination of Service on or after qualifying for early, normal or
late retirement in accordance with the Company’s written policies for retirement.


 


(dd)        
“Section 16 Participants” means Participants who are subject to the provisions of Section 16 of the
Exchange Act.


 


(ee)        
“Share” means a share of Stock.


 



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(ff)          
 “Stock” means the common stock of the Company, par value of $0.01 per share.


 


(gg)        
“Stock Appreciation Right” or “SAR” means the right to receive a cash payment, and/or Shares with
a Fair Market Value, equal to the appreciation of the Fair Market Value of a Share during a specified period of time.


 


(hh)        
“Subsidiary” means any corporation, limited liability company or other limited liability entity in an unbroken
chain of entities beginning with the Company if each of the entities (other than the last entities in the chain) owns the stock
or equity interest possessing more than fifty percent (50%) of the total combined voting power of all classes of stock or other
equity interests in one of the other entities in the chain.


 


(ii)  
 “Termination of Service” means, unless otherwise determined by the Administrator, the date that a Participant
ceases to provide service, in any capacity, to the Company and its Affiliates in accordance with the following:


 


(i)            
a Participant who transfers employment between the Company and one of its Affiliates, or between Affiliates, will not be
considered to have a Termination of Service as a result of such transfer;


 


(ii)           
a Participant who ceases to be a Non-Employee Director, a non-employee director of an Affiliate, or a consultant or advisor
because he or she becomes an employee of the Company or an Affiliate shall not be considered to have Termination of Service as
a result of such change in status;


 


(iii)          
a Participant who ceases to be employed by the Company or an Affiliate and immediately thereafter becomes a Non-Employee
Director, a non-employee director of an Affiliate, or a consultant to the Company or any Affiliate shall not be considered to have
a Termination of Service as a result of such change in status;


 


(iv)          
a Participant employed by an Affiliate will be considered to have a Termination of Service when such entity ceases to be
an Affiliate; and


 


(v)           
unless prohibited by law, the Administrator may treat as an individual who is placed on a leave of absence pending termination
as having incurred a Termination of Service at the beginning of such leave.


 


3.    
Administration.


 


(a)  
Administration. In addition to the authority specifically granted to the Administrator in this Plan, the Administrator
has full discretionary authority to administer this Plan, including but not limited to the authority to: (i) interpret the
provisions of this Plan or any agreement covering an Award; (ii) prescribe, amend and rescind rules and regulations relating
to this Plan; (iii) correct any defect, supply any omission, or reconcile any inconsistency in the Plan, any Award or any
agreement covering an Award in the manner and to the extent it deems desirable to carry this Plan or such Award into effect; and
(iv) make all other determinations necessary or advisable for the administration of this Plan. All Administrator determinations
shall be made in the sole discretion of the Administrator and are final and binding on all interested parties.


 



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(b)  
Delegation to Other Committees or Officers. To the extent applicable law permits, the Board may delegate to another
committee of the Board, or the Board or Committee may delegate to one or more officers of the Company, any or all of their respective
authority and responsibility as an Administrator of the Plan; provided that no such delegation is permitted with respect
to Stock-based Awards made to Section 16 Participants at the time any such delegated authority or responsibility is exercised
unless the delegation is to another committee of the Board consisting entirely of non-employee directors within the meaning of
Rule 16b-3.


 


(c)  
No Liability; Indemnification. No member of the Board or the Committee, and no officer or member of any other committee
to whom a delegation under Section 3(b) has been made, will be liable for any act done, or determination made, by the individual
in good faith with respect to the Plan or any Award. The Company will indemnify and hold harmless each such individual as to any
acts or omissions, or determinations made, in each case done or made in good faith, with respect to this Plan or any Award to the
maximum extent that the law and the Company’s By-Laws permit.


 


4.    
Eligibility. The Administrator may designate any of the following as a Participant from
time to time, to the extent of the Administrator’s authority: any officer or other employee of the Company or its Affiliates;
any individual that the Company or an Affiliate has engaged to become an officer or employee; any consultant or advisor who provides
services to the Company or its Affiliates; or any Director, including a Non-Employee Director. The Administrator’s designation
of, or granting of an Award to, a Participant will not require the Administrator to designate such individual as a Participant
or grant an Award to such individual at any future time. The Administrator’s granting of a particular type of Award to a
Participant will not require the Administrator to grant any other type of Award to such individual. 


 


5.    
Types of Awards. Subject to the terms of this Plan, the Administrator may grant any type
of Award to any Participant it selects, but only employees of the Company or a Subsidiary may receive grants of incentive stock
options within the meaning of Code Section 422. Awards may be granted alone or in addition to, in tandem with, or (subject to the
prohibition on repricing set forth in Section 14(e)) in substitution for any other Award (or any other award granted under
another plan of the Company or any Affiliate, including the plan of an acquired entity).


 


6.    
Shares Reserved under this Plan.


 


(a)  
Plan Reserve. Subject to adjustment as provided in Section 16, an aggregate of 5,000,000 Shares are reserved
for issuance under this Plan, all of which may be issued pursuant to the exercise of incentive stock options. The Shares reserved
for issuance may be either authorized and unissued Shares or Shares reacquired at any time and now or hereafter held as treasury
stock.


 


(b)  
Depletion and Replenishment of the Plan Reserve. When an Award is granted, the Share reserve described in Section
6(a) shall be reduced by the maximum number of Shares that may be issuable under such Award. To the extent that Shares are not
issued under such Award for any reason, or Shares are issued but are either forfeited or cancelled pursuant to the terms of the
Plan or the Award agreement, then such Shares shall be re-credited to the reserve described in Section 6(a) and may again be subject
to new Awards.


 



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7.    
Options. Subject to the terms of this Plan, the Administrator will determine all terms
and conditions of each Option, including but not limited to: (a) whether the Option is an “incentive stock option”
which meets the requirements of Code Section 422, or a “nonqualified stock option” which does not meet the requirements
of Code Section 422; (b) the grant date, which may not be any day prior to the date that the Administrator approves the grant;
(c) the number of Shares subject to the Option; (d) the exercise price, which may never be less than the Fair Market Value of the
Shares subject to the Option as determined on the date of grant; (e) the terms and conditions of vesting and exercise; (f) the
term, except that an Option must terminate no later than ten (10) years after the date of grant; and (g) the manner of payment
of the exercise price. In all other respects, the terms of any incentive stock option should comply with the provisions of Code
Section 422 except to the extent the Administrator determines otherwise. If an Option that is intended to be an incentive
stock option fails to meet the requirements thereof, the Option shall automatically be treated as a nonqualified stock option to
the extent of such failure. 


 


To
the extent permitted by the Administrator, and subject to such procedures as the Administrator may specify, the payment of the
exercise price of Options may be made by (w) delivery of cash or other Shares or other securities of the Company (including by
attestation) having a then Fair Market Value equal to the purchase price of such Shares, (x) by delivery (including by fax) to
the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions to a
broker-dealer to sell or margin a sufficient portion of the Shares and deliver the sale or margin loan proceeds directly to the
Company to pay for the exercise price, (y) by surrendering the right to receive Shares otherwise deliverable to the Participant
upon exercise of the Award having a Fair Market Value at the time of exercise equal to the total exercise price, or (z) by any
combination of the foregoing. Except to the extent otherwise set forth in an Award agreement, a Participant shall have no rights
as a holder of Stock as a result of the grant of an Option until the Option is exercised, the exercise price and applicable withholding
taxes are paid and the Shares subject to the Option are issued thereunder.


 


8.    
Stock Appreciation Rights. Subject to the terms of this Plan, the Administrator will determine
all terms and conditions of each SAR, including but not limited to: (a) whether the SAR is granted independently of an Option or
relates to an Option; (b) the grant date, which may not be any day prior to the date that the Administrator approves the grant;
(c) the number of Shares to which the SAR relates; (d) the grant price, which may never be less than the Fair Market Value of the
Shares subject to the SAR as determined on the date of grant; (e) the terms and conditions of exercise or maturity, including vesting;
(f) the term, provided that an SAR must terminate no later than ten (10) years after the date of grant; and (g) whether
the SAR will be settled in cash, Shares or a combination thereof. 


 


9.    
Performance and Stock Awards. Subject to the terms of this Plan, the Administrator will
determine all terms and conditions of each award of Shares, Restricted Stock, Restricted Stock Units, Performance Shares or Performance
Units, including but not limited to: (a) the number of Shares and/or units to which such Award relates; (b) whether, as a condition
for the Participant to realize all or a portion of the benefit provided under the Award, one or more Performance Goals must be
achieved during such period as the Administrator specifies; (c) the length of the vesting and/or performance period and, if
different, the date on which payment of the benefit provided under the Award will be made; (e) with respect to Performance Units,
whether to measure the value of each unit in relation to a designated dollar value or the Fair Market Value of one or more Shares;
and (f) with respect to Restricted Stock Units and Performance Units, whether to settle such Awards in cash, in Shares (including
Restricted Stock), or in a combination of cash and Shares. 


 



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10. 
Incentive Awards. Subject to the terms of this Plan, the Administrator will determine
all terms and conditions of an Incentive Award, including but not limited to the (a) the Performance Goals and performance period,
(b) the potential amount payable, (c) the timing of payment, and (d) whether all or a portion of the Performance Goals subject
to an Award are deemed achieved upon a Participant’s death, Disability or Retirement, or such other circumstances as the
Administrator may specify.


 


11. 
Dividend Equivalent Units. Subject to the terms of this Plan, the Administrator will determine
all terms and conditions of each award of Dividend Equivalent Units, including but not limited to whether: (a) such Award will
be granted in tandem with another Award; (b) payment of the Award will be made concurrently with dividend payments or credited
to an account for the Participant which provides for the deferral of such amounts until a stated time; (c) the Award will be settled
in cash or Shares; and (d) as a condition for the Participant to realize all or a portion of the benefit provided under the Award,
one or more Performance Goals must be achieved during such period as the Administrator specifies. .


 


12. 
Other Stock-Based Awards. Subject to the terms of this Plan, the Administrator may grant
to a Participant shares of unrestricted Stock as replacement for other compensation to which the Participant is entitled, such
as in payment of director fees, in lieu of cash compensation, in exchange for cancellation of a compensation right, or as a bonus.


 


13. 
Transferability. Awards are not transferable other than by will or the laws of
descent and distribution, unless and to the extent the Administrator allows a Participant to: (a) designate in writing a beneficiary
to exercise the Award or receive payment under the Award after the Participant’s death; (b) transfer an Award to the former
spouse of the Participant as required by a domestic relations order incident to a divorce; or (c) transfer an Award; provided,
however, that with respect to clause (c) above the Participant may not receive consideration for such a transfer of an Award.


 


14. 
Termination and Amendment of Plan; Amendment, Modification or Cancellation of Awards.


 


(a)  
Term of Plan. Unless the Board earlier terminates this Plan pursuant to Section 14(b), this Plan will terminate when
all Shares reserved for issuance have been issued. If the term of this Plan extends beyond ten (10) years from the Effective Date,
no incentive stock options may be granted after such time unless the shareholders of the Company have approved an extension of
this Plan.


 


(b)  
Termination and Amendment. The Board or the Administrator may amend, alter, suspend, discontinue or terminate this
Plan at any time, subject to the following limitations:


 


(i)            
the Board must approve any amendment of this Plan to the extent the Company determines such approval is required by: (A) prior
action of the Board, (B) applicable corporate law, or (C) any other applicable law;


 


(ii)           
shareholders must approve any amendment of this Plan to the extent the Company determines such approval is required by:
(A) Section 16 of the Exchange Act, (B) the Code, (C) the listing requirements of any principal securities
exchange or market on which the Shares are then traded, or (D) any other applicable law; and


 



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(iii)          
shareholders must approve any of the following Plan amendments: (A) an amendment to materially increase any number
of Shares specified in Section 6(a) (except as permitted by Section 16), or (B) an amendment that would diminish the protections
afforded by Section 14(e).


 


(c)           
Amendment, Modification, Cancellation and Disgorgement of Awards.


 


(i)            
Except as provided in Section 14(e) and subject to the requirements of this Plan, the Administrator may modify, amend
or cancel any Award; provided that, except as otherwise provided in the Plan or the Award agreement, any modification or
amendment that materially diminishes the rights of the Participant, or the cancellation of an Award, shall be effective only if
agreed to by the Participant or any other person(s) as may then have an interest in such Award, but the Administrator need not
obtain Participant (or other interested party) consent for the modification, amendment or cancellation of an Award pursuant to
the provisions of subsection (ii) or Section 16 or as follows: (A) to the extent the Administrator deems such action necessary
to comply with any applicable law or the listing requirements of any principal securities exchange or market on which the Shares
are then traded; (B) to the extent the Administrator deems necessary to preserve favorable accounting or tax treatment of any Award
for the Company; or (C) to the extent the Administrator determines that such action does not materially and adversely affect the
value of an Award or that such action is in the best interest of the affected Participant (or any other person(s) as may then have
an interest in the Award).


 


(ii)           
Notwithstanding anything to the contrary in an Award agreement, the Administrator shall have full power and authority to
terminate or cause the Participant to forfeit the Award, and require the Participant to disgorge to the Company any gains attributable
to the Award, if the Participant engages in any action constituting, as determined by the Administrator in its discretion, Cause
for termination (even if such Casue was not known at the time of termination), or a breach of any Award agreement or any other
agreement between the Participant and the Company or an Affiliate concerning noncompetition, nonsolicitation, confidentiality,
trade secrets, intellectual property, nondisparagement or similar obligations.


 


(iii)          
Any Awards granted pursuant to this Plan, and any Stock issued or cash paid pursuant to an Award, shall be subject to any
recoupment or clawback policy that is adopted by, or any recoupment or similar requirement otherwise made applicable by law, regulation
or listing standards to, the Company from time to time.


 


(d)  
Survival of Authority and Awards. Notwithstanding the foregoing, the authority of the Board and the Administrator
under this Section 14 and to otherwise administer the Plan with respect to then-outstanding Awards will extend beyond the date
of this Plan’s termination. In addition, termination of this Plan will not affect the rights of Participants with respect
to Awards previously granted to them, and all unexpired Awards will continue in force and effect after termination of this Plan
except as they may lapse or be terminated by their own terms and conditions.


 


(e)  
Repricing and Backdating Prohibited. Notwithstanding anything in this Plan to the contrary, and except for the adjustments
provided for in Section 16, neither the Administrator nor any other person may (i) amend the terms of outstanding Options
or SARs to reduce the exercise or grant price of such outstanding Options or SARs; (ii) cancel outstanding Options or SARs in exchange
for Options or SARs with an exercise or grant price that is less than the exercise or grant price of the original Options or SARs;
or (iii) cancel outstanding Options or SARs with an exercise or grant price above the current Fair Market Value of a Share in exchange
for cash or other securities. In addition, the Administrator may not make a grant of an Option or SAR with a grant date that is
effective prior to the date the Administrator takes action to approve such Award.


 



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(f)   
Foreign Participation. To assure the viability of Awards granted to Participants employed or residing in foreign
countries, the Administrator may provide for such special terms as it may consider necessary or appropriate to accommodate differences
in local law, tax policy, accounting or custom. Moreover, the Administrator may approve such supplements to, or amendments, restatements
or alternative versions of, this Plan as it determines is necessary or appropriate for such purposes. Any such amendment, restatement
or alternative versions that the Administrator approves for purposes of using this Plan in a foreign country will not affect the
terms of this Plan for any other country. In addition, all such supplements, amendments, restatements or alternative versions must
comply with the provisions of Section 14(b)(ii).


 


15. 
Taxes. 


 


(a)  
Withholding. In the event the Company or one of its Affiliates is required to withhold any Federal, state or local
taxes or other amounts in respect of any income recognized by a Participant as a result of the grant, vesting, payment or settlement
of an Award or disposition of any Shares acquired under an Award, then the Company or the Affiliate may satisfy such withholding
requirement by:


 


(i)            
deducting cash from any payments of any kind otherwise due the Participant; or


 


(ii)           
withholding (or permitting the Participant to elect withholding of) Shares otherwise issuable under the Award;


 


(iii)          
cancelling (or permitting the Participant to elect the cancellation of) Shares otherwise vesting under the Award; or


 


(iv)          
permitting the Participant to tender back Shares received in connection with such Award or deliver other previously owned
Shares; or


 


(v)           
requiring the Participant to pay cash, promptly on demand, or make other arrangements satisfactory to the Company or its
Affiliate regarding the payment to the Company or its Affiliate of the aggregate amount of any such taxes and other amounts; provided
that, if the Participant fails to make such payment or other satisfactory arrangements, then the Administrator may cancel the Award.


 


If an election is provided,
the election must be made on or before the date as of which the amount of tax to be withheld is determined and otherwise as the
Administrator requires. If Shares are used to satisfy the withholding obligation, then the Fair Market Value of such Shares may
not exceed the total maximum statutory tax withholding obligations associated with the transaction to the extent needed for the
Company or its Affiliate to avoid an accounting charge.


 



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(b)  
No Guarantee of Tax Treatment. Notwithstanding any provisions of this Plan to the contrary, the Company does not
guarantee to any Participant or any other Person with an interest in an Award that (i) any Award intended to be exempt from Code
Section 409A shall be so exempt, (ii) any Award intended to comply with Code Section 409A or Code Section 422 shall so comply,
or (iii) any Award shall otherwise receive a specific tax treatment under any other applicable tax law, nor in any such case will
the Company or any Affiliate be required to indemnify, defend or hold harmless any individual with respect to the tax consequences
of any Award.


 


16. 
Adjustment and Change of Control Provisions.


 


(a)  
Adjustments. If the Company (i) is involved in a merger or other transaction in which the Shares are changed or exchanged;
(ii) subdivides or combines the Shares or declares a dividend payable in Shares, other securities (other than stock purchase rights
issued pursuant to a shareholder rights agreement) or other property; (iii) effects a cash dividend the amount of which, on a per
Share basis, exceeds ten percent (10%) of the Fair Market Value of a Share at the time the dividend is declared, or effects any
other dividend or other distribution on the Shares in the form of cash, or a repurchase of Shares, that the Board determines by
resolution is special or extraordinary in nature or that is in connection with a transaction that the Company characterizes publicly
as a recapitalization or reorganization involving the Shares; or (iv) is involved in any other event which the Administrator determines
necessitates an adjustment to prevent dilution or enlargement of the benefits or potential benefits intended to be made available
under this Plan, then the Administrator shall, in such manner as it may deem equitable to prevent dilution or enlargement of the
benefits or potential benefits intended to be made available under this Plan, adjust any or all of: (A) the number and type
of Shares subject to this Plan (including the number and type of Shares described in Section 6(a)) and which may after the event
be made the subject of Awards; (B) the number and type of Shares subject to outstanding Awards; (C) the grant, purchase,
or exercise price with respect to any Award; and (D) the Performance Goals of an Award.


 


In any such case, the
Administrator may also (or in lieu of the foregoing) make provision for a cash payment to the holder of an Award in exchange for
the cancellation of all or a portion of the Award (without the individual’s consent) in an amount determined by the Administrator
effective at such time as the Administrator specifies (which may be the time such transaction or event is effective). However,
in each case, with respect to Awards of incentive stock options, the Administrator is not authorized to make any adjustments to
the extent such authority would cause this Plan to violate Code Section 422(b). Further, the number of Shares subject to any
Award payable or denominated in Shares must always be a whole number. In any event, previously granted Options or SARs are subject
to only such adjustments as are necessary to maintain the relative proportionate interest the Options and SARs represented immediately
prior to any such event and to preserve, without exceeding, the value of such Options or SARs.


 


Without limitation, in
the event of any reorganization, merger, consolidation, combination or other similar corporate transaction or event, whether or
not constituting a Change of Control (other than any such transaction in which the Company is the continuing corporation and in
which the outstanding Stock is not being converted into or exchanged for different securities, cash or other property, or any combination
thereof), the Administrator may substitute, on an equitable basis as the Administrator determines, for each Share then subject
to an Award and the Shares subject to this Plan (if the Plan will continue in effect), the number and kind of shares of stock,
other securities, cash or other property to which holders of Stock are or will be entitled in respect of each Share pursuant to
the transaction.


 



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Notwithstanding the foregoing,
in the case of a stock dividend (other than a stock dividend declared in lieu of an ordinary cash dividend) or subdivision or combination
of the Shares (including a reverse stock split), if no action is taken by the Administrator, adjustments contemplated by this subsection
that are proportionate shall nevertheless automatically be made as of the date of such stock dividend or subdivision or combination
of the Shares.


 


(b)  
Issuance or Assumption. Notwithstanding any other provision of this Plan, and without affecting the number of Shares
otherwise reserved or available under this Plan, in connection with any merger, consolidation, acquisition of property or stock,
or reorganization, the Administrator may authorize the issuance or assumption of awards under this Plan upon such terms and conditions
as it may deem appropriate.


 


(c)  
Effect of Change of Control.


 


(i)            
In order to preserve a Participant’s rights under an Award in the event of a Change of Control, the Administrator
in its discretion may, at the time an Award is made or at any time thereafter, take one or more of the following actions: (a) provide
for the acceleration of any time period, or the deemed achievement of any Performance Goals, relating to the exercise or realization
of the Award; (b) provide for the purchase of the Award for an amount of cash or other property that could have been received upon
the exercise or realization of the Award had the Award been currently exercisable or payable (or the cancellation of Awards in
exchange for no payment to the extent that no cash or other property would be received upon the exercise or realization of the
Award in such circumstances); (c) adjust the terms of the Award in the manner determined by the Administrator to reflect the Change
of Control; (d) cause the Award to be assumed, or new right substituted therefor, by another entity; or (e) make such other provision
as the Administrator may consider equitable and in the best interests of the Company.


 


(ii)           
Except as otherwise expressly provided in any agreement between a Participant and the Company or an Affiliate, if the receipt
of any payment by a Participant under the circumstances described above would result in the payment by the Participant of any excise
tax provided for in Section 280G and Section 4999 of the Code, then the amount of such payment shall be reduced to the extent required
to prevent the imposition of such excise tax.


 


(d)  
Certain Modifications. Notwithstanding anything contained in this Section 16, the Board may, in its sole and absolute
discretion, amend, modify or rescind the provisions of this Section 16 if it determines that the operation of this Section 16 may
prevent a transaction in which the Company, a Subsidiary or any Affiliate is a party from receiving desired tax treatment, including
without limitation requiring that each Participant receive a replacement or substitute Award issued by the surviving or acquiring
corporation.


 



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17. 
Miscellaneous.


 


(a)  
Other Terms and Conditions. The Administrator may provide in any Award agreement such other provisions (whether or
not applicable to the Award granted to any other Participant) as the Administrator determines appropriate to the extent not otherwise
prohibited by the terms of the Plan.


 


(b)  
Application of Vesting. Notwithstanding any provision of an Award agreement to the contrary, unless prohibited by
law, the Administrator may suspend the vesting of an Award during a Participant’s leave of absence and, as a result thereof,
may extend the vesting date of the Award to take into account the period of such leave of absence.


 


(c)  
Compliance with Code Section 409A. Notwithstanding the terms of the Plan or any Award agreement to the contrary,
if an Award is subject to Code Section 409A, or is eligible for deferral pursuant to a deferred compensation plan governed by Code
Section 409A, then the provisions of Code Section 409A are incorporated into this Plan and such Award to the extent necessary for
such Award to comply therewith, including the following:


 


(i)            
the term “Change of Control” and “Disability” shall have the meanings given in Code Section 409A;


 


(ii)           
the term “Termination of Service” shall mean a “separation from service” within the meaning of Code
Section 409A; and


 


(iii)          
if the payment of compensation under an Award is made upon a Participant’s Termination of Service, and if such Participant
is a “specified employee” within the meaning of Code Section 409A, then such payment shall not be made before a date
that is six months after the date of the separation from service.


 


(d)  
No Fractional Shares. No fractional Shares or other securities may be issued or delivered pursuant to this Plan.
All fractional Shares or other securities shall be cancelled without payment therefor, unless the Administrator determines that
cash, other securities or other property will be paid or transferred in lieu of any fractional Shares or other securities.


 


(e)  
Unfunded Plan; Awards Not Includable for Benefits Purposes. This Plan is unfunded and does not create, and should
not be construed to create, a trust or separate fund with respect to this Plan’s benefits. This Plan does not establish any
fiduciary relationship between the Company and any Participant or other person. To the extent any person holds any rights by virtue
of an Award granted under this Plan, such rights are no greater than the rights of the Company’s general unsecured creditors.
Income recognized by a Participant pursuant to an Award shall not be included in the determination of benefits under any employee
pension benefit plan (as such term is defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended)
or group insurance or other benefit plans applicable to the Participant which are maintained by the Company or any Affiliate, except
as may be provided under the terms of such plans or determined by resolution of the Board.


 


(f)   
Requirements of Law and Securities Exchange. The granting of Awards and the issuance of Shares in connection with
an Award are subject to all applicable laws, rules and regulations and to such approvals by any governmental agencies or national
securities exchanges as may be required. Notwithstanding any other provision of this Plan or any award agreement, the Company has
no liability to deliver any Shares under this Plan or make any payment unless such delivery or payment would comply with all applicable
laws and the applicable requirements of any securities exchange or similar entity, and unless and until the Participant has taken
all actions required by the Company in connection therewith. The Company may impose such restrictions on any Shares issued under
the Plan as the Company determines necessary or desirable to comply with all applicable laws, rules and regulations or the requirements
of any national securities exchanges.


 



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(g)  
Governing Law; Venue. This Plan, and all agreements under this Plan, will be construed in accordance with and governed
by the laws of the State of [State], without reference to any conflict of law principles. Any legal action or proceeding with respect
to this Plan, any Award or any award agreement, or for recognition and enforcement of any judgment in respect of this Plan, any
Award or any award agreement, may only be brought and determined in a court sitting in the State of Delaware.


 


(h)  
Limitations on Actions. Any legal action or proceeding with respect to this Plan, any Award or any award agreement,
must be brought within one year (365 days) after the day the complaining party first knew or should have known of the events giving
rise to the complaint.


 


(i)   
Construction. Whenever any words are used herein in the masculine, they shall be construed as though they were used
in the feminine in all cases where they would so apply; and wherever any words are used in the singular or plural, they shall be
construed as though they were used in the plural or singular, as the case may be, in all cases where they would so apply. Titles
of sections are for general information only, and this Plan is not to be construed with reference to such titles. The title, label
or characterization of an Award in an award agreement or in the Company’s public filings or other disclosures shall not be
determinative as to which specific Award type is represented by the award agreement. Instead, the Administrator may determine which
specific type(s) of Award(s) is(are) represented by any award agreement, at the time such Award is granted or at any time thereafter.


 


(j)   
Severability. If any provision of this Plan or any award agreement or any Award (a) is or becomes or is deemed
to be invalid, illegal or unenforceable in any jurisdiction, or as to any person or Award, or (b) would cause this Plan, any
award agreement or any Award to violate or be disqualified under any law the Administrator deems applicable, then such provision
should be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without,
in the determination of the Administrator, materially altering the intent of this Plan, award agreement or Award, then such provision
should be stricken as to such jurisdiction, person or Award, and the remainder of this Plan, such award agreement and such Award
will remain in full force and effect.


 


 


 




 


 


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