Exhibit 10.1


 


2013 EQUITY INCENTIVE PLAN

OF

JAMBA, INC.

(As Amended and Restated May 17, 2016)


 


1.ESTABLISHMENT, PURPOSE AND TERM OF
PLAN.


 


1.1 Establishment. The 2013 Equity Incentive
Plan of Jamba, Inc. (the “Plan”) was originally approved by the Board on February 27, 2013, and became effective when
the stockholders of the Company approved the Plan on May 14, 2013 (the “Effective Date”). The Board amended and restated
the Plan as set forth herein on March 2, 2016, subject to the approval of the Company’s stockholders, at which time it shall
become effective.


 


1.2 Purpose. The purpose of the Plan is
to advance the interests of the Participating Company Group and its stockholders by providing an incentive to attract, retain and
reward persons performing services for the Participating Company Group and by motivating such persons to contribute to the growth
and profitability of the Participating Company Group. The Plan seeks to achieve this purpose by providing for Awards in the form
of Options, Stock Appreciation Rights, Restricted Stock Purchase Rights, Restricted Stock Bonuses, Restricted Stock Units, Performance
Shares, Performance Units, Cash-Based Awards, Other Stock-Based Awards, and Deferred Compensation Awards.


 


1.3 Term of Plan. The
Plan shall continue in effect until its termination by the Committee; provided, however, that all Awards shall be granted, if at
all, on or before ten (10) years from the Effective Date.


 


2.DEFINITIONS AND CONSTRUCTION.


 


2.1 Definitions. Whenever used herein, the following
terms shall have their respective meanings set forth below:


 


(a)“Affiliate”
means (i) a parent entity, other than a Parent Corporation, that directly, or indirectly through one or more intermediary entities,
controls the Company or (ii) a subsidiary entity, other than a Subsidiary Corporation, that is controlled by the Company directly
or indirectly through one or more intermediary entities. For this purpose, the terms “parent,” “subsidiary,”
“control” and “controlled by” shall have the meanings assigned such terms for the purposes of registration
of securities on Form S-8 under the Securities Act.


 


(b)“Award”
means any Option, Stock Appreciation Right, Restricted Stock Purchase Right, Restricted Stock Bonus, Restricted Stock Unit, Performance
Share, Performance Unit, Cash-Based Award, Other Stock-Based Award or Deferred Compensation Award granted under the Plan.


 


(c)“Award
Agreement” means a written or electronic agreement between the Company and a Participant setting forth the terms, conditions
and restrictions applicable to an Award.


 


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


 


(e)“Cash-Based
Award” means an Award denominated in cash and granted pursuant to Section 11.


 


(f)“Cashless
Exercise” means a Cashless Exercise as defined in Section 6.3(b)(i).


 


(g)“Cause” means,
unless such term or an equivalent term is otherwise defined by the applicable Award Agreement or other written agreement between
a Participant and a Participating Company applicable to an Award, any of the following: (i) the Participant’s theft, dishonesty,
willful misconduct, breach of fiduciary duty for personal profit, or falsification of any Participating Company documents or records;
(ii) the Participant’s material failure to abide by a Participating Company’s code of conduct or other policies (including,
without limitation, policies relating to confidentiality and reasonable workplace conduct); (iii) the Participant’s unauthorized
use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of a Participating
Company (including, without limitation, the Participant’s improper use or disclosure of a Participating Company’s confidential
or proprietary information); (iv) any intentional act by the Participant which has a material detrimental effect on a Participating
Company’s reputation or business; (v) the Participant’s repeated failure or inability to perform any reasonable assigned
duties after written notice from a Participating Company of, and a reasonable opportunity to cure, such failure or inability;
(vi) any material breach by the Participant of any employment, service, non-disclosure, non-competition, non-solicitation or other
similar agreement between the Participant and a Participating Company, which breach is not cured pursuant to the terms of such
agreement; or (vii) the Participant’s conviction (including any plea of guilty or nolo contendere) of any criminal act involving
fraud, dishonesty, misappropriation or moral turpitude, or which impairs the Participant’s ability to perform his or her
duties with a Participating Company.


 




    	 	A-1	 



     


    







 


(h) “Change in Control” means the occurrence
of any one or a combination of the following:


 


(i)any “person”
(as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as such term
is defined in Rule 13d 3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty
percent (50%) of the total Fair Market Value or total combined voting power of the Company’s then outstanding securities
entitled to vote generally in the election of Directors; provided, however, that a Change in Control shall not be deemed to have
occurred if such degree of beneficial ownership results from any of the following: (A) an acquisition by any person who on the
Effective Date is the beneficial owner of more than fifty percent (50%) of such voting power, (B) any acquisition directly from
the Company, including, without limitation, pursuant to or in connection with a public offering of securities, (C) any acquisition
by the Company, (D) any acquisition by a trustee or other fiduciary under an employee benefit plan of a Participating Company or
(E) any acquisition by an entity owned directly or indirectly by the stockholders of the Company in substantially the same proportions
as their ownership of the voting securities of the Company; or


 


(ii)an Ownership Change Event
or series of related Ownership Change Events (collectively, a “Transaction”) in which the stockholders of the Company
immediately before the Transaction do not retain immediately after the Transaction direct or indirect beneficial ownership of more
than fifty percent (50%) of the total combined voting power of the outstanding securities entitled to vote generally in the election
of Directors or, in the case of an Ownership Change Event described in Section 2.1(ff)(iii), the entity to which the assets of
the Company were transferred (the “Transferee”), as the case may be; or


 


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


 


For purposes
of the preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership
of the voting securities of one or more corporations or other business entities which own the Company or the Transferee, as the
case may be, either directly or through one or more subsidiary corporations or other business entities. The Committee shall determine
whether multiple acquisitions of the voting securities of the Company and/or multiple Ownership Change Events are related and to
be treated in the aggregate as a single Change in Control, and its determination shall be final, binding and conclusive.


 


(i) “Code”
means the Internal Revenue Code of 1986, as amended, and any applicable regulations or administrative guidelines promulgated thereunder.


 


(j) “Committee” means
the Compensation Committee and such other committee or subcommittee of the Board, if any, duly appointed to administer the Plan
and having such powers in each instance as shall be specified by the Board. If, at any time, there is no committee of the Board
then authorized or properly constituted to administer the Plan, the Board shall exercise all of the powers of the Committee granted
herein, and, in any event, the Board may in its discretion exercise any or all of such powers.


 


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


 


(l) “Consultant”
means a person engaged to provide consulting or advisory services (other than as an Employee or a member of the Board) to a Participating
Company, provided that the identity of such person, the nature of such services or the entity to which such services are provided
would not preclude the Company from offering or selling securities to such person pursuant to the Plan in reliance on registration
on Form S 8 under the Securities Act.


 




    	 	A-2	 



     


    

 


(m)“Covered Employee”
means, at any time the Plan is subject to Section 162(m), any Employee who is or may reasonably be expected to become a “covered
employee” as defined in Section 162(m), or any successor statute, and who is designated, either as an individual Employee
or a member of a class of Employees, by the Committee no later than the earlier of (i) the date that is ninety (90) days after
the beginning of the Performance Period, or (ii) the date on which twenty-five percent (25%) of the Performance Period has elapsed,
as a “Covered Employee” under this Plan for such applicable Performance Period.


 


(n)“Deferred Compensation
Award” means an Award granted to a Participant pursuant to Section 12.


 


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


 


(p)“Disability”
means the permanent and total disability of the Participant, within the meaning of Section 22(e)(3) of the Code.


 


(q)“Dividend Equivalent
Right” means the right of a Participant, granted at the discretion of the Committee or as otherwise provided by the Plan,
to receive a credit for the account of such Participant in an amount equal to the cash dividends paid on one share of Stock for
each share of Stock represented by an Award (other than an Option or SAR) held by such Participant.


 


(r)“Employee”
means any person treated as an employee (including an Officer or a member of the Board who is also treated as an employee) in the
records of a Participating Company and, with respect to any Incentive Stock Option granted to such person, who is an employee for
purposes of Section 422 of the Code; provided, however, that neither service as a member of the Board nor payment of a director’s
fee shall be sufficient to constitute employment for purposes of the Plan. The Company shall determine in good faith and in the
exercise of its discretion, whether an individual has become or has ceased to be an Employee and the effective date of such individual’s
employment or termination of employment, as the case may be. For purposes of an individual’s rights, if any, under the terms
of the Plan as of the time of the Company’s determination of whether or not the individual is an Employee, all such determinations
by the Company shall be final, binding and conclusive as to such rights, if any, notwithstanding that the Company or any court
of law or governmental agency subsequently makes a contrary determination as to such individual’s status as an Employee.


 


(s)“ERISA” means
the Employee Retirement Income Security Act of 1974 and any applicable regulations or administrative guidelines promulgated thereunder.


 


(t)“Exchange Act”
means the Securities Exchange Act of 1934, as amended.


 


(u)“Fair Market Value”
means, as of any date, the value of a share of Stock or other property as determined by the Committee, in its discretion, or by
the Company, in its discretion, if such determination is expressly allocated to the Company herein, subject to the following:


 


(i)Except as otherwise determined
by the Committee, if, on such date, the Stock is listed or quoted on a national or regional securities exchange or quotation system,
the Fair Market Value of a share of Stock shall be the closing price of a share of Stock as quoted on the national or regional
securities exchange or quotation system constituting the primary market for the Stock, as reported in The Wall Street Journal or
such other source as the Company deems reliable. If the relevant date does not fall on a day on which the Stock has traded on such
securities exchange or quotation system, the date on which the Fair Market Value shall be established shall be the last day on
which the Stock was so traded or quoted prior to the relevant date, or such other appropriate day as shall be determined by the
Committee, in its discretion.


 


(ii)Notwithstanding the foregoing,
the Committee may, in its discretion, determine the Fair Market Value of a share of Stock on the basis of the opening, closing,
or average of the high and low sale prices of a share of Stock on such date or the preceding trading day, the actual sale price
of a share of Stock received by a Participant, any other reasonable basis using actual transactions in the Stock as reported on
a national or regional securities exchange or quotation system, or on any other basis consistent with the requirements of Section
409A. The Committee may vary its method of


 




    	 	A-3	 



     


    

 


determination of the Fair Market Value as provided
in this Section for different purposes under the Plan to the extent consistent with the requirements of Section 409A.


 


(iii) If, on such date, the Stock
is not listed or quoted on a national or regional securities exchange or quotation system, the Fair Market Value of a share of
Stock shall be as determined by the Committee in good faith without regard to any restriction other than a restriction which, by
its terms, will never lapse, and in a manner consistent with the requirements of Section 409A.


 


(v)“Full Value Award”
means any Award settled in Stock, other than (i) an Option, (ii) a Stock Appreciation Right, or (iii) a Restricted Stock Purchase
Right or an Other Stock-Based Award under which the Company will receive monetary consideration equal to the Fair Market Value
(determined on the effective date of grant) of the shares subject to such Award.


 


(w)“Incentive Stock
Option” means an Option intended to be (as set forth in the Award Agreement) and which qualifies as an incentive stock option
within the meaning of Section 422(b) of the Code.


 


(x)“Insider”
means an Officer, Director or any other person whose transactions in Stock are subject to Section 16 of the Exchange Act.


 


(y)“Net Exercise”
means a Net Exercise as defined in Section 6.3(b)(iii).


 


(z)“Nonemployee Director”
means a Director who is not an Employee. 



 


(aa) “Nonemployee Director Award” means any Award granted to a Nonemployee
Director.


 


(bb) “Nonstatutory Stock
Option” means an Option not intended to be (as set forth in the Award Agreement) or which does not qualify as an incentive
stock option within the meaning of Section 422(b) of the Code.


 


(cc) “Officer” means any person designated
by the Board as an officer of the Company.


 


(dd) “Option” means an Incentive Stock
Option or a Nonstatutory Stock Option granted pursuant to the Plan.


 


(ee) “Other Stock-Based Award” means
an Award denominated in shares of Stock and granted pursuant to Section 11.


 


(ff) “Ownership Change
Event” means the occurrence of any of the following with respect to the Company: (i) the direct or indirect sale or exchange
in a single or series of related transactions by the stockholders of the Company of securities of the Company representing more
than fifty percent (50%) of the total combined voting power of the Company’s then outstanding securities entitled to vote
generally in the election of Directors; (ii) a merger or consolidation in which the Company is a party; or (iii) the sale, exchange,
or transfer of all or substantially all of the assets of the Company (other than a sale, exchange or transfer to one or more subsidiaries
of the Company).


 


(gg) “Parent Corporation”
means any present or future “parent corporation” of the Company, as defined in Section 424(e) of the Code.


 


(hh) “Participant” means any eligible
person who has been granted one or more Awards.


 


(ii) “Participating Company” means the
Company or any Parent Corporation, Subsidiary Corporation or Affiliate.


 


(jj) “Participating Company
Group” means, at any point in time, the Company and all other entities collectively which are then Participating Companies.


 


(kk) “Performance Award” means an Award
of Performance Shares or Performance Units.


 


(ll) “Performance Award
Formula” means, for any Performance Award, a formula or table established by the Committee pursuant to Section 10.3 which
provides the basis for computing the value of a Performance Award at one or more levels of attainment of the applicable Performance
Goal(s) measured as of the end of the applicable Performance Period.


 




    	 	A-4	 



     


    

 


(mm) “Performance-Based
Compensation” means compensation under an Award that satisfies the requirements of Section 162(m) for certain performance-based
compensation paid to Covered Employees.


 


(nn) “Performance Goal” means a performance
goal established by the Committee pursuant to Section 10.3.


 


(oo) “Performance Period”
means a period established by the Committee pursuant to Section 10.3 at the end of which one or more Performance Goals are to be
measured.


 


(pp) “Performance Share”
means a right granted to a Participant pursuant to Section 10 to receive a payment equal to the value of a Performance Share, as
determined by the Committee, based upon attainment of applicable Performance Goal(s).


 


(qq) “Performance Unit”
means a right granted to a Participant pursuant to Section 10 to receive a payment equal to the value of a Performance Unit, as
determined by the Committee, based upon attainment of applicable Performance Goal(s).


 


(rr) “Predecessor Plan” means the Amended
and Restated 2006 Employee, Director and Consultant Stock Plan.


 


(ss) “Restricted Stock Award” means an
Award of a Restricted Stock Bonus or a Restricted Stock Purchase Right.


 


(tt) “Restricted Stock Bonus” means Stock
granted to a Participant pursuant to Section 8.


 


(uu) “Restricted Stock Purchase Right”
means a right to purchase Stock granted to a Participant pursuant to Section 8.


 


(vv) “Restricted Stock
Unit” means a right granted to a Participant pursuant to Section 9 to receive on a future date or event a share of Stock
or cash in lieu thereof, as determined by the Committee.


 


(ww) “Rule 16b 3”
means Rule 16b 3 under the Exchange Act, as amended from time to time, or any successor rule or regulation.


 


(xx) “SAR” or “Stock
Appreciation Right” means a right granted to a Participant pursuant to Section 7 to receive payment, for each share of Stock
subject to such Award, of an amount equal to the excess, if any, of the Fair Market Value of a share of Stock on the date of exercise
of the Award over the exercise price thereof.


 


(yy) “Section 162(m)” means Section 162(m)
of the Code.


 


(zz) “Section 409A” means Section 409A of the Code.


 


(aaa) “Section 409A Deferred
Compensation” means compensation provided pursuant to an Award that constitutes nonqualified deferred compensation within
the meaning of Section 409A.


 


(bbb) “Securities Act” means the Securities
Act of 1933, as amended.


 


(ccc)
“Service” means a Participant’s employment or service with the Participating Company Group, whether as an
Employee, a Director or a Consultant. Unless otherwise provided by the Committee, a Participant’s Service shall not be
deemed to have terminated merely because of a change in the capacity in which the Participant renders such Service or a
change in the Participating Company for which the Participant renders such Service, provided that there is no interruption or
termination of the Participant’s Service. Furthermore, a Participant’s Service shall not be deemed to have been
interrupted or terminated if the Participant takes any military leave, sick leave, or other bona fide leave of absence
approved by the Company. However, unless otherwise provided by the Committee, if any such leave taken by a Participant
exceeds ninety (90) days, then on the ninety-first (91st) day following the commencement of such leave the
Participant’s Service shall be deemed to have terminated, unless the Participant’s right to return to Service is
guaranteed by statute or contract. Notwithstanding the foregoing, unless otherwise designated by the Company or required by
law, an unpaid leave of absence shall not be treated as Service for purposes of determining vesting under the
Participant’s Award Agreement. A Participant’s Service shall be deemed to have terminated either upon an actual
termination of Service or upon the business entity for which the Participant performs
Service ceasing to be a Participating Company. Subject to the foregoing, the Company, in its discretion, shall determine whether
the Participant’s Service has terminated and the effective date of such termination.


 




    	 	A-5	 



     


    







 


(ddd) “Stock” means the common stock
of the Company, as adjusted from time to time in accordance with Section 4.3.


 


(eee) “Stock Tender Exercise” means a
Stock Tender Exercise as defined in Section 6.3(b)(ii).


 


(fff) “Subsidiary
Corporation” means any present or future “subsidiary corporation” of the Company, as defined in Section 424(f)
of the Code.


 


(ggg) “Ten
Percent Owner” means a Participant who, at the time an Option is granted to the Participant, owns stock possessing more than
ten percent (10%) of the total combined voting power of all classes of stock of a Participating Company (other than an Affiliate)
within the meaning of Section 422(b)(6) of the Code.


 


(hhh) “Trading Compliance
Policy” means the written policy of the Company pertaining to the purchase, sale, transfer or other disposition of the Company’s
equity securities by Directors, Officers, Employees or other service providers who may possess material, nonpublic information
regarding the Company or its securities.


 


(iii) “Vesting Conditions”
mean those conditions established in accordance with the Plan prior to the satisfaction of which an Award or shares subject to
an Award remain subject to forfeiture or a repurchase option in favor of the Company exercisable for the Participant’s monetary
purchase price, if any, for such shares upon the Participant’s termination of Service.


 


2.2 Construction. Captions and
titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of the Plan.
Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular.
Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.


 


3. ADMINISTRATION. 


 


3.1 Administration by the Committee.
The Plan shall be administered by the Committee. All questions of interpretation of the Plan, of any Award Agreement or of any
other form of agreement or other document employed by the Company in the administration of the Plan or of any Award shall be determined
by the Committee, and such determinations shall be final, binding and conclusive upon all persons having an interest in the Plan
or such Award, unless fraudulent or made in bad faith. Any and all actions, decisions and determinations taken or made by the Committee
in the exercise of its discretion pursuant to the Plan or Award Agreement or other agreement thereunder (other than determining
questions of interpretation pursuant to the preceding sentence) shall be final, binding and conclusive upon all persons having
an interest therein. All expenses incurred in the administration of the Plan shall be paid by the Company.


 


3.2 Authority of Officers. Any
Officer shall have the authority to act on behalf of the Company with respect to any matter, right, obligation, determination or
election which is the responsibility of or which is allocated to the Company herein, provided that the Officer has apparent authority
with respect to such matter, right, obligation, determination or election.


 


3.3 Administration with Respect
to Insiders. With respect to participation by Insiders in the Plan, at any time that any class of equity security of the Company
is registered pursuant to Section 12 of the Exchange Act, the Plan shall be administered in compliance with the requirements, if
any, of Rule 16b 3.


 


3.4 Committee Complying with
Section 162(m). If the Company is a “publicly held corporation” within the meaning of Section 162(m), the Board may
establish a Committee of “outside directors” within the meaning of Section 162(m) to approve the grant of any Award
intended to result in the payment of Performance-Based Compensation.


 




    	 	A-6	 



     


    

 


3.5 Powers of the Committee.
In addition to any other powers set forth in the Plan and subject to the provisions of the Plan, including, but not limited to
the prohibitions on Option or SAR repricings set forth in Section 3.6, the Committee shall have the full and final power and authority,
in its discretion:


 


(a)to determine the persons
to whom, and the time or times at which, Awards shall be granted and the number of shares of Stock, units or monetary value to
be subject to each Award;


 


(b)to determine the type
of Award granted;


 


(c)to determine the Fair
Market Value of shares of Stock or other property;


 


(d)to determine the terms,
conditions and restrictions applicable to each Award (which need not be identical) and any shares acquired pursuant thereto, including,
without limitation, (i) the exercise or purchase price of shares pursuant to any Award, (ii) the method of payment for shares purchased
pursuant to any Award, (iii) the method for satisfaction of any tax withholding obligation arising in connection with any Award,
including by the withholding or delivery of shares of Stock, (iv) the timing, terms and conditions of the exercisability or vesting
of any Award or any shares acquired pursuant thereto, (v) the Performance Measures, Performance Period, Performance Award Formula
and Performance Goals applicable to any Award and the extent to which such Performance Goals have been attained, (vi) the time
of the expiration of any Award, (vii) the effect of the Participant’s termination of Service on any of the foregoing, and
(viii) all other terms, conditions and restrictions applicable to any Award or shares acquired pursuant thereto not inconsistent
with the terms of the Plan;


 


(e)to determine whether an
Award will be settled in shares of Stock, cash, other property or in any combination thereof;


 


(f)to approve one or more
forms of Award Agreement;


 


(g)to amend, modify, or cancel
any Award or to waive any restrictions or conditions applicable to any Award or any shares acquired pursuant thereto; provided,
however, that any such action taken in connection with a Change in Control shall be subject to the limitations and/or requirements
set forth in Section 14.1;


 


(h)to accelerate, continue,
extend or defer the exercisability or vesting of any Award or any shares acquired pursuant thereto, including with respect to the
period following a Participant’s termination of Service; provided, however, that any such action taken in connection with
a Change in Control shall be subject to the limitations and/or requirements set forth in Section 14.1;


 


(i)to prescribe, amend or
rescind rules, guidelines and policies relating to the Plan, or to adopt sub-plans or supplements to, or alternative versions of,
the Plan, including, without limitation, as the Committee deems necessary or desirable to comply with the laws or regulations of
or to accommodate the tax policy, accounting principles or custom of, foreign jurisdictions whose citizens may be granted Awards;
and


 


(j)to correct any defect,
supply any omission or reconcile any inconsistency in the Plan or any Award Agreement and to make all other determinations and
take such other actions with respect to the Plan or any Award as the Committee may deem advisable to the extent not inconsistent
with the provisions of the Plan or applicable law.


 


3.6 Option or SAR Repricing.
Without the affirmative vote of holders of a majority of the shares of Stock cast in person or by proxy at a meeting of the stockholders
of the Company at which a quorum representing a majority of all outstanding shares of Stock is present or represented by proxy,
the Committee shall not approve a program providing for either (a) the cancellation of outstanding Options or SARs having exercise
prices per share greater than the then Fair Market Value of a share of Stock and the grant in substitution therefore of new Options
or SARs having a lower exercise price (or that otherwise increases the value of the cancelled awards), any other Awards, or payments
in cash (other than in connection with a Change in Control), or (b) the amendment of outstanding Options or SARs to reduce the
exercise price thereof. This Section shall not apply to adjustments pursuant to the assumption of or substitution for an Option
or SAR in a manner that would comply with Section 424(a) or Section 409A of the Code or to an adjustment pursuant to Section 4.3.


 




    	 	A-7	 



     


    

 


3.7 Indemnification. In addition
to such other rights of indemnification as they may have as members of the Board or the Committee or as officers or employees of
the Participating Company Group, to the extent permitted by applicable law, members of the Board or the Committee and any officers
or employees of the Participating Company Group to whom authority to act for the Board, the Committee or the Company is delegated
shall be indemnified by the Company against all reasonable expenses, including attorneys’ fees, actually and necessarily
incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they
or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan, or any right
granted hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent
legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except
in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such person is liable for gross
negligence, bad faith or intentional misconduct in duties; provided, however, that within sixty (60) days after the institution
of such action, suit or proceeding, such person shall offer to the Company, in writing, the opportunity at its own expense to handle
and defend the same.


 


4. SHARES SUBJECT TO PLAN.


 


4.1 Maximum Number of Shares
Issuable. Subject to adjustment as provided in Section 4.3, as of the date of the Company’s 2016 Annual Stockholders’
meeting (the “Restatement Effective Date”), the maximum number of shares of Stock that may be issued under the Plan
pursuant to Awards shall be equal to 1,307,093 shares, less (i) one share for every one share of stock subject to an Option or
SAR granted under the Plan after February 16, 2016 and prior to the Restatement Effective Date; and (ii) 1.92 shares for every
one share of stock subject to an award other than an Option or SAR granted under the Plan after February 16, 2016 and prior to
the Restatement Effective Date. Any shares of Stock that are subject to Options or SARs shall be counted against this limit as
one share for every one share granted, and any shares of Stock that are subject to Full Value Awards shall be counted against this
limit as 1.92 shares for every one share granted. Shares of stock that may be issued under the Plan pursuant to Awards shall consist
of authorized or reacquired shares of Stock or any combination thereof. No awards may be granted under the Predecessor Plan.


 


4.2 Share Counting.


 


(a) If (i) an outstanding Award
for any reason expires or is terminated or canceled without having been exercised or settled in full, or if shares of Stock acquired
pursuant to an Award subject to forfeiture or repurchase are forfeited or repurchased by the Company for an amount not greater
than the Participant’s purchase price, or (ii) after January 1, 2013 an outstanding award under the Predecessor Plan expires,
is terminated or canceled without having been exercised or settled in full, or if shares acquired pursuant to an award subject
to forfeiture or repurchase under the Predecessor Plan are forfeited or repurchased by the Company for an amount not greater than
the holder’s purchase price, then in each case the shares of Stock allocable to the terminated portion of such Award or such
forfeited or repurchased shares of Stock (or award or shares under the Predecessor Plan) shall again be available for issuance
under the Plan. Shares of Stock shall not be deemed to have been issued pursuant to the Plan with respect to any portion of an
Award that is settled in cash. Shares withheld or reacquired by the Company in satisfaction of tax withholding obligations applicable
to any Awards pursuant to Section 17.2 (or after January 1, 2013, applicable to any awards under the Predecessor Plan), shall not
again be available for issuance under the Plan. Upon payment in shares of Stock pursuant to the exercise of an SAR (or after January
1, 2013, the exercise of a stock appreciation right under the Predecessor Plan), the number of shares available for issuance under
the Plan shall be reduced by the gross number of shares subject to the SAR. If the exercise price of an Option is paid by tender
to the Company, or attestation to the ownership, of shares of Stock owned by the Participant, or by means of a Net-Exercise (or
after January 1, 2013, an option under the Predecessor Plan), the number of shares available for issuance under the Plan shall
be reduced by the gross number of shares for which the Option (or option under the Predecessor Plan) is exercised. Shares reacquired
by the Company on the open market or otherwise using cash proceeds from the exercise Options (or after January 1, 2013, options
under the Predecessor Plan) shall not be added to the shares of Stock authorized for grant under this Plan.


 




    	 	A-8	 



     


    

 


(b) Any shares of Stock that
again become available for grant pursuant to this Section shall be added back as (i) one share of Stock for every one share subject
to Options or SARs granted under the Plan or options or stock appreciation rights granted under the Predecessor Plan, and (ii)
as 1.92 shares of stock for every one share subject to Full Value Awards granted under the Plan or awards other than options or
stock appreciation rights granted under the Predecessor Plan.


 


4.3 Adjustments for Changes in
Capital Structure. Subject to any required action by the stockholders of the Company and the requirements of Sections 409A and
424 of the Code to the extent applicable, in the event of any change in the Stock effected without receipt of consideration by
the Company, whether through merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, stock
dividend, stock split, reverse stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, or similar
change in the capital structure of the Company, or in the event of payment of a dividend or distribution to the stockholders of
the Company in a form other than Stock (excepting regular, periodic cash dividends) that has a material effect on the Fair Market
Value of shares of Stock, appropriate and proportionate adjustments shall be made in the number and kind of shares subject to the
Plan and to any outstanding Awards, the Award limits set forth in Section 5.3, and in the exercise or purchase price per share
under any outstanding Award in order to prevent dilution or enlargement of Participants’ rights under the Plan. For purposes
of the foregoing, conversion of any convertible securities of the Company shall not be treated as “effected without receipt
of consideration by the Company.” If a majority of the shares which are of the same class as the shares that are subject
to outstanding Awards are exchanged for, converted into, or otherwise become (whether or not pursuant to an Ownership Change Event)
shares of another corporation (the “New Shares”), the Committee may unilaterally amend the outstanding Awards to provide
that such Awards are for New Shares. In the event of any such amendment, the number of shares subject to, and the exercise or purchase
price per share of, the outstanding Awards shall be adjusted in a fair and equitable manner as determined by the Committee, in
its discretion. Any fractional share resulting from an adjustment pursuant to this Section shall be rounded down to the nearest
whole number, and in no event may the exercise or purchase price under any Award be decreased to an amount less than the par value,
if any, of the stock subject to such Award. The Committee in its discretion, may also make such adjustments in the terms of any
Award to reflect, or related to, such changes in the capital structure of the Company or distributions as it deems appropriate,
including modification of Performance Goals, Performance Award Formulas and Performance Periods. The adjustments determined by
the Committee pursuant to this Section shall be final, binding and conclusive.


 


4.4 Assumption or Substitution
of Awards. The Committee may, without affecting the number of shares of Stock reserved or available hereunder, authorize the issuance
or assumption of benefits under this Plan in connection with any merger, consolidation, acquisition of property or stock, or reorganization
upon such terms and conditions as it may deem appropriate, subject to compliance with Section 409A and any other applicable provisions
of the Code. In addition, subject to compliance with applicable laws, and listing requirements, shares available for grant under
a stockholder approved plan of an acquired company (as appropriately adjusted to reflect the transaction) may be used for awards
under the Plan to individuals who were not Employees or Directors of the Participating Company Group prior to the transaction and
shall not reduce the share reserve set forth above.


 


5. ELIGIBILITY, PARTICIPATION AND AWARD LIMITATIONS.



 


5.1 Persons Eligible for Awards. Awards may be granted
only to Employees, Consultants and Directors.


 


5.2 Participation in the Plan.
Awards are granted solely at the discretion of the Committee. Eligible persons may be granted more than one Award. However, eligibility
in accordance with this Section shall not entitle any person to be granted an Award, or, having been granted an Award, to be granted
an additional Award.


 




    	 	A-9	 



     


    

 


5.3 Award Limitations.


 


(a) Incentive Stock Option Limitations.


 


(i)Maximum
Number of Shares Issuable Pursuant to Incentive Stock Options. Subject to adjustment as provided in Section 4.3, the maximum aggregate
number of shares of Stock that may be issued under the Plan pursuant to the exercise of Incentive Stock Options shall not exceed
the number of shares set forth in Section 4.1.


 


(ii)Persons Eligible. An Incentive
Stock Option may be granted only to a person who, on the effective date of grant, is an Employee of the Company, a Parent Corporation
or a Subsidiary Corporation (each being an “ISO-Qualifying Corporation”). Any person who is not an Employee of an ISO-Qualifying
Corporation on the effective date of the grant of an Option to such person may be granted only a Nonstatutory Stock Option.


 


(iii)Fair Market Value Limitation.
To the extent that options designated as Incentive Stock Options (granted under all stock option plans of the Participating Company
Group, including the Plan) become exercisable by a Participant for the first time during any calendar year for stock having a Fair
Market Value greater than One Hundred Thousand Dollars ($100,000), the portion of such options which exceeds such amount shall
be treated as Nonstatutory Stock Options. For purposes of this Section, options designated as Incentive Stock Options shall be
taken into account in the order in which they were granted, and the Fair Market Value of stock shall be determined as of the time
the option with respect to such stock is granted. If the Code is amended to provide for a limitation different from that set forth
in this Section, such different limitation shall be deemed incorporated herein effective as of the date and with respect to such
Options as required or permitted by such amendment to the Code. If an Option is treated as an Incentive Stock Option in part and
as a Nonstatutory Stock Option in part by reason of the limitation set forth in this Section, the Participant may designate which
portion of such Option the Participant is exercising. In the absence of such designation, the Participant shall be deemed to have
exercised the Incentive Stock Option portion of the Option first. Upon exercise, shares issued pursuant to each such portion shall
be separately identified.


 


(b) Section 162(m) Award Limits. Subject to adjustment
as provided in Section 4.3:


 


(i)Options and SARs. No Employee
shall be granted within any fiscal year of the Company one or more Options or SARS which are intended to qualify as Performance
Based Compensation to purchase more than three hundred thousand (300,000) shares of Stock under Options or to receive compensation
calculated with reference to more than that number of SARs. Notwithstanding the foregoing, for a newly hired Participant, this
limitation shall be six hundred thousand (600,000) shares of Stock.


 


(ii)Full
Value and Cash Awards. No Employee shall be granted within any fiscal year of the Company one or more Full Value Awards intended
to qualify for treatment as Performance-Based Compensation which in the aggregate could result in such Employee receiving more
than two hundred thousand (200,000) shares for each full fiscal year of the Company contained in the Performance Period for such
Award. Notwithstanding the foregoing, with respect to a newly hired Participant, the share limits set forth above shall be four
hundred thousand (400,000) shares. With respect to an Award of Performance Based Compensation payable in cash, the maximum amount
shall be nine-million dollars ($9,000,000) for each fiscal year contained in the Performance Period.


 


(c) Limit on Awards and Cash
Payments to Nonemployee Directors.Notwithstanding any other provision of the Plan to the contrary, the aggregate amount of cash
plus the grant date fair value (computed as of the date of grant in accordance with applicable financial accounting rules) of all
Nonemployee Director Awards granted to any Nonemployee Director during any single calendar year shall not exceed four hundred thousand
dollars ($400,000).


 




    	 	A-10	 



     


    

 


6. STOCK OPTIONS.


 


Options shall be evidenced by
Award Agreements specifying the number of shares of Stock covered thereby, in such form as the Committee shall from time to time
establish. Award Agreements evidencing Options may incorporate all or any of the terms of the Plan by reference and shall comply
with and be subject to the following terms and conditions:


 


6.1 Exercise Price. The exercise
price for each Option shall be established in the discretion of the Committee; provided, however, that (a) the exercise price per
share shall be not less than the Fair Market Value of a share of Stock on the effective date of grant of the Option and (b) no
Incentive Stock Option granted to a Ten Percent Owner shall have an exercise price per share less than one hundred ten percent
(110%) of the Fair Market Value of a share of Stock on the effective date of grant of the Option. Notwithstanding the foregoing,
an Option (whether an Incentive Stock Option or a Nonstatutory Stock Option) may be granted with an exercise price lower than the
minimum exercise price set forth above if such Option is granted pursuant to an assumption or substitution for another option in
a manner that would qualify under the provisions of Section 409A or 424(a) of the Code.


 


6.2 Exercisability and Term of
Options. Options shall be exercisable at such time or times, or upon such event or events, and subject to such terms, conditions,
performance criteria and restrictions as shall be determined by the Committee and set forth in the Award Agreement evidencing such
Option; provided, however, that (a) no Option shall be exercisable after the expiration often (10) years after the effective date
of grant of such Option, (b) no Incentive Stock Option granted to a Ten Percent Owner shall be exercisable after the expiration
of five (5) years after the effective date of grantof such Option and (c) no Option granted to an Employee who is a non-exempt
employee for purposes of the Fair Labor Standards Act of 1938, as amended, shall be first exercisable until at least six (6) months
following the date of grant of such Option (except in the event of such Employee’s death, disability or retirement, upon
a Change in Control, or as otherwise permitted by the Worker Economic Opportunity Act). Subject to the foregoing, unless otherwise
specified by the Committee in the grant of an Option, each Option shall terminate ten (10) years after the effective date of grant
of the Option, unless earlier terminated in accordance with its provisions.


 


6.3 Payment of Exercise Price.


 


(a)Forms of Consideration
Authorized. Except as otherwise provided below, payment of the exercise price for the number of shares of Stock being purchased
pursuant to any Option shall be made (i) in cash, by check or in cash equivalent; (ii) if permitted by the Committee and subject
to the limitations contained in Section 6.3(b), by means of (1) a Cashless Exercise, (2) a Stock Tender Exercise or (3) a Net Exercise;
(iii) by such other consideration as may be approved by the Committee from time to time to the extent permitted by applicable law,
or (iv) by any combination thereof. The Committee may at any time or from time to time grant Options which do not permit all of
the foregoing forms of consideration to be used in payment of the exercise price or which otherwise restrict one or more forms
of consideration.


 


(b)Limitations on Forms of
Consideration.


 


(i)Cashless Exercise. A
“Cashless Exercise” means the delivery of a properly executed notice of exercise together with irrevocable instructions
to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares
being acquired upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions
of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System). The Company reserves,
at any and all times, the right, in the Company’s sole and absolute discretion, to establish, decline to approve or terminate
any program or procedures for the exercise of Options by means of a Cashless Exercise, including with respect to one or more Participants
specified by the Company notwithstanding that such program or procedures may be available to other Participants.


 


(ii)Stock Tender Exercise.
A “Stock Tender Exercise” means the delivery of a properly executed exercise notice accompanies by a Participant’s
tender to the Company, or attestation to the ownership, in a form acceptable to the Company of whole shares of Stock owned by the
Participant having a Fair Market Value that does not exceed the
aggregate exercise price for the shares with respect to which the Option is exercised. A Stock Tender Exercise shall not be permitted
if it would constitute a violation of the provisions of any law, regulation or agreement restricting the redemption of the Company’s
stock. If required by the Company, an Option may not be exercised by tender to the Company, or attestation to the ownership, of
shares of Stock unless such shares either have been owned by the Participant for a period of time required by the Company (and
not used for another option exercise by attestation during such period) or were not acquired, directly or indirectly, from the
Company.


 




    	 	A-11	 



     


    

 








(iii) Net Exercise. A “Net
Exercise” means the delivery of a properly executed exercise notice followed by a procedure pursuant to which (1) the Company
will reduce the number of shares otherwise issuable to a Participant upon the exercise of an Option by the largest whole number
of shares having a Fair Market Value that does not exceed the aggregate exercise price for the shares with respect to which the
Option is exercised, and (2) the Participant shall pay to the Company in cash the remaining balance of such aggregate exercise
price not satisfied by such reduction in the number of whole shares to be issued.


 


6.4 Effect of Termination of Service.


 


(a) Option
Exercisability. Subject to earlier termination of the Option as otherwise provided by this Plan and unless otherwise provided by
the Committee, an Option shall terminate immediately upon the Participant’s termination of Service to the extent that it
is then unvested and shall be exercisable after the Participant’s termination of Service to the extent it is then vested
only during the applicable time period determined in accordance with this Section and thereafter shall terminate. Except as otherwise
provided in the Award Agreement, or other agreement governing the Option, vested Options shall remain exercisable following a termination
of Service as follows:


 


(i)Disability. If the Participant’s
Service terminates because of the Disability of the Participant, the Option, to the extent unexercised and exercisable for vested
shares on the date on which the Participant’s Service terminated, may be exercised by the Participant (or the Participant’s
guardian or legal representative) at any time prior to the expiration of one (1) year after the date on which the Participant’s
Service terminated, but in any event no later than the date of expiration of the Option’s term as set forth in the Award
Agreement evidencing such Option (the “Option Expiration Date”).


 


(ii)Death. If the Participant’s
Service terminates because of the death of the Participant, the Option, to the extent unexercised and exercisable for vested shares
on the date on which the Participant’s Service terminated, may be exercised by the Participant’s legal representative
or other person who acquired the right to exercise the Option by reason of the Participant’s death at any time prior to the
expiration of one (1) year after the date on which the Participant’s Service terminated, but in any event no later than the
Option Expiration Date.


 


(iii)Termination
for Cause. Notwithstanding any other provision of the Plan to the contrary, if the Participant’s Service is terminated for
Cause or if, following the Participant’s termination of Service and during any period in which the Option otherwise would
remain exercisable, the Participant engages in any act that would constitute Cause, the Option shall terminate in its entirety
and cease to be exercisable immediately upon such termination of Service or act.


 


(iv)Other
Termination of Service. If the Participant’s Service terminates for any reason, except Disability, death or Cause, the Option,
to the extent unexercised and exercisable for vested shares on the date on which the Participant’s Service terminated, may
be exercised by the Participant at any time prior to the expiration of ninety (90) days after the date on which the Participant’s
Service terminated, but in any event no later than the Option Expiration Date.


 


(b) Extension if Exercise
Prevented by. Notwithstanding the foregoing, other than with respect to a termination of Service for Cause, if the exercise
of an Option within the applicable time periods set forth in Section 6.4(a) is prevented by the provisions of Section 15
below, the Option shall remain exercisable until the later of (i) thirty (30) days after the date such exercise first would
no longer be prevented by such provisions or (ii) the end of the applicable time period under Section 6.4(a), but in any
event no later than the Option Expiration Date.





 




    	 	A-12	 



     


    




 


6.5 Transferability of Options.
During the lifetime of the Participant, an Option shall be exercisable only by the Participant or the Participant’s guardian
or legal representative. An Option shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment,
pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by
will or by the laws of descent and distribution. Notwithstanding the foregoing, to the extent permitted by the Committee, in its
discretion, and set forth in the Award Agreement evidencing such Option, a Nonstatutory Stock Option may be assignable or transferable
subject to the applicable limitations, described in the General Instructions to Form S 8 under the Securities Act; provided that
no consideration may be received for any transfer. An Incentive Stock Option shall not be assignable or transferable in any manner.


 


6.6 Deemed Exercise of Options.
If, on the date on which an Option would otherwise terminate or expire, the Option by its terms remains exercisable immediately
prior to such termination or expiration and, if so exercised, would result in a payment to the holder of such Option, then any
portion of such Option which has not previously been exercised shall automatically be deemed to be exercised as of such date with
respect to such portion pursuant to a Net Exercise procedure and withholding of shares of Stock as described in Section 17.2.


 


6.7 Minimum Vesting Requirement.
Notwithstanding anything contained in this Plan to the contrary, no Option or SAR granted on or after the Restatement Effective
Date may vest in less than one year from its date of grant; provided, however, that with respect to Options and SARs, up to 5%
of the available shares of Stock authorized for issuance under the Plan as of the Restatement Effective Date may vest (in full
or in part) in less than one year from their date of grant (the “5% Basket”). Notwithstanding the following, any Option
or SAR granted under the Plan may vest in full or in part upon the death or Disability of the Participant, or upon a Change in
Control of the Company (but only in accordance with Section 14.1), and such vesting shall not count against the 5% Basket.


 


7. STOCK APPRECIATION RIGHTS.


 


Stock Appreciation Rights shall
be evidenced by Award Agreements specifying the number of shares of Stock subject to the Award, in such form as the Committee shall
from time to time establish. Award Agreements evidencing SARs may incorporate all or any of the terms of the Plan by reference
and shall comply with and be subject to the following terms and conditions:


 


7.1 Types of SARs Authorized.
SARs may be granted in tandem with all or any portion of a related Option (a “Tandem SAR”) or may be granted independently
of any Option (a “Freestanding SAR”). A Tandem SAR may only be granted concurrently with the grant of the related Option.


 


7.2 Exercise Price. The exercise
price for each SAR shall be established in the discretion of the Committee; provided, however, that (a) the exercise price per
share subject to a Tandem SAR shall be the exercise price per share under the related Option and (b) the exercise price per share
subject to a Freestanding SAR shall be not less than the Fair Market Value of a share of Stock on the effective date of grant of
the SAR. Notwithstanding the foregoing, a SAR may be granted with an exercise price lower than the minimum exercise price set forth
above if such SAR is granted pursuant to an assumption or substitution for another stock appreciation right in a manner that would
qualify under the provisions of Section 409A of the Code.


 


7.3 Exercisability and Term of SARs.


 


(a) Tandem SARs. Tandem SARs
shall be exercisable only at the time and to the extent, and only to the extent, that the related Option is exercisable, subject
to such provisions as the Committee may specify where the Tandem SAR is granted with respect to less than the full number of shares
of Stock subject to the related Option. The Committee may, in its discretion, provide in any Award Agreement evidencing a Tandem
SAR that such SAR may not be exercised without the advance approval of the Company and, if such approval is not given, then the
Option shall nevertheless remain exercisable in accordance with its terms. A Tandem SAR shall terminate and cease to be exercisable
no later than the date on which the related Option expires or is terminated or canceled. Upon the exercise of a Tandem SAR with respect to some or all of the shares subject
to such SAR, the related Option shall be canceled automatically as to the number of shares with respect to which the Tandem SAR
was exercised. Upon the exercise of an Option related to a Tandem SAR as to some or all of the shares subject to such Option, the
related Tandem SAR shall be canceled automatically as to the number of shares with respect to which the related Option was exercised.


 




    	 	A-13	 



     


    

 








(b) Freestanding SARs. Freestanding
SARs shall be exercisable at such time or times, or upon such event or events, and subject to such terms, conditions, performance
criteria and restrictions as shall be determined by the Committee and set forth in the Award Agreement evidencing such SAR; provided,
however, that (i) no Freestanding SAR shall be exercisable after the expiration of ten (10) years after the effective date of grant
of such SAR, and (ii) no Freestanding SAR granted to an Employee who is a non-exempt employee for purposes of the Fair Labor Standards
Act of 1938, as amended, shall be first exercisable until at least six (6) months following the date of grant of such SAR (except
in the event of such Employee’s death, disability or retirement, upon a Change in Control, or as otherwise permitted by the
Worker Economic Opportunity Act). Subject to the foregoing, unless otherwise specified by the Committee in the grant of a Freestanding
SAR, each Freestanding SAR shall terminate ten (10) years after the effective date of grant of the SAR, unless earlier terminated
in accordance with its provisions.


 


7.4 Exercise of SARs. Upon the
exercise (or deemed exercise pursuant to Section 7.5) of an SAR, the Participant (or the Participant’s legal representative
or other person who acquired the right to exercise the SAR by reason of the Participant’s death) shall be entitled to receive
payment of an amount for each share with respect to which the SAR is exercised equal to the excess, if any, of the Fair Market
Value of a share of Stock on the date of exercise of the SAR over the exercise price. Payment of such amount shall be made (a)
in the case of a Tandem SAR, solely in shares of Stock in a lump sum upon the date of exercise of the SAR and (b) in the case of
a Freestanding SAR, in cash, shares of Stock, or any combination thereof as determined by the Committee, in a lump sum upon the
date of exercise of the SAR. When payment is to be made in shares of Stock, the number of shares to be issued shall be determined
on the basis of the Fair Market Value of a share of Stock on the date of exercise of the SAR. For purposes of Section 7, an SAR
shall be deemed exercised on the date on which the Company receives notice of exercise from the Participant or as otherwise provided
in Section 7.5.


 


7.5 Deemed Exercise of SARs.
If, on the date on which an SAR would otherwise terminate or expire, the SAR by its terms remains exercisable immediately prior
to such termination or expiration and, if so exercised, would result in a payment to the holder of such SAR, then any portion of
such SAR which has not previously been exercised shall automatically be deemed to be exercised as of such date with respect to
such portion pursuant to a Net Exercise procedure and withholding of shares of Stock as described in Section 17.2.


 


7.6 Effect of Termination of
Service. Subject to earlier termination of the SAR as otherwise provided herein and unless otherwise provided by the Committee,
an SAR shall be exercisable after a Participant’s termination of Service only to the extent and during the applicable time
period determined in accordance with Section 6.4 (treating the SAR as if it were an Option) and thereafter shall terminate.


 


7.7 Transferability of SARs.
During the lifetime of the Participant, an SAR shall be exercisable only by the Participant or the Participant’s guardian
or legal representative. An SAR shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment,
pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by
will or by the laws of descent and distribution. Notwithstanding the foregoing, to the extent permitted by the Committee, in its
discretion, and set forth in the Award Agreement evidencing such Award, a Tandem SAR related to a Nonstatutory Stock Option or
a Freestanding SAR may be assignable or transferable subject to the applicable limitations, described in the General Instructions
to Form S 8 under the Securities Act; provided that no consideration may be received for any transfer.


 


7.8 Minimum Vesting Requirement.
Any SAR granted under the Plan shall also comply with the minimum vesting rules set forth in Section 6.7.


 




    	 	A-14	 



     


    

 


8. RESTRICTED STOCK AWARDS.


 


Restricted
Stock Awards shall be evidenced by Award Agreements specifying whether the Award is a Restricted Stock Bonus or a Restricted Stock
Purchase Right and the number of shares of Stock subject to the Award, in such form as the Committee shall from time to time establish.
Award Agreements evidencing Restricted Stock Awards may incorporate all or any of the terms of the Plan by reference and shall
comply with and be subject to the following terms and conditions:


 


8.1 Types of Restricted Stock
Awards Authorized. Restricted Stock Awards may be granted in the form of either a Restricted Stock Bonus or a Restricted Stock
Purchase Right. Restricted Stock Awards may be granted upon such conditions as the Committee shall determine, including, without
limitation, upon the attainment of one or more Performance Goals described in Section 10.4. If either the grant of or satisfaction
of Vesting Conditions applicable to a Restricted Stock Award is to be contingent upon the attainment of one or more Performance
Goals, the Committee shall follow procedures substantially equivalent to those set forth in Sections 10.3 through 10.5(a).


 


8.2 Purchase
Price. The purchase price for shares of Stock issuable under each Restricted Stock Purchase Right shall be established by the Committee
in its discretion. No monetary payment (other than applicable tax withholding) shall be required as a condition of receiving shares
of Stock pursuant to a Restricted Stock Bonus, the consideration for which shall be services actually rendered to a Participating
Company or for its benefit. Notwithstanding the foregoing, if required by applicable state corporate law, the Participant shall
furnish consideration in the form of cash or past services rendered to a Participating Company or for its benefit having a value
not less than the par value of the shares of Stock subject to a Restricted Stock Award.


 


8.3 Purchase Period. A Restricted
Stock Purchase Right shall be exercisable within a period established by the Committee, which shall in no event exceed thirty (30)
days from the effective date of the grant of the Restricted Stock Purchase Right.


 


8.4
Payment of Purchase Price. Except as otherwise provided below, payment of the purchase price for the number of shares of
Stock being purchased pursuant to any Restricted Stock Purchase Right shall be made (a) in cash, by check or in cash
equivalent, (b)by such other consideration as may be approved by the Committee from time to time to the extent permitted
by applicable law, or (c)by any combination thereof.


 


8.5 Vesting and Restrictions
on Transfer. Shares issued pursuant to any Restricted Stock Award may (but need not) be made subject to Vesting Conditions based
upon the satisfaction of such Service requirements, conditions, restrictions or performance criteria, including, without limitation,
Performance Goals as described in Section 10.4, as shall be established by the Committee and set forth in the Award Agreement evidencing
such Award. During any period in which shares acquired pursuant to a Restricted Stock Award remain subject to Vesting Conditions,
such shares may not be sold, exchanged, transferred, pledged, assigned or otherwise disposed of other than pursuant to an Ownership
Change Event or as provided in Section 8.8. The Committee, in its discretion, may provide in any Award Agreement evidencing a Restricted
Stock Award that, if the satisfaction of Vesting Conditions with respect to any shares subject to such Restricted Stock Award would
otherwise occur on a day on which the sale of such shares would violate the provisions of the Trading Compliance Policy, then satisfaction
of the Vesting Conditions automatically shall be determined on the next trading day on which the sale of such shares would not
violate the Trading Compliance Policy. Upon request by the Company, each Participant shall execute any agreement evidencing such
transfer restrictions prior to the receipt of shares of Stock hereunder and shall promptly present to the Company any and all certificates
representing shares of Stock acquired hereunder for the placement on such certificates of appropriate legends evidencing any such
transfer restrictions.


 


8.6 Voting Rights; Dividends
and Distributions. Except as provided in this Section, Section 8.5 and any Award Agreement, during any period in which shares acquired
pursuant to a Restricted Stock Award remain subject to Vesting Conditions, the Participant shall have all of the rights of a stockholder
of the Company holding shares of Stock, including the right to vote such shares and to receive all dividends and other distributions
paid with respect to such shares; provided, however, that such dividends and distributions shall be subject to the same Vesting
Conditions as the shares subject to the Restricted Stock Award with respect to which such dividends or distributions were
paid, and otherwise shall be paid no later than the end of the calendar year in which such dividends or distributions are
paid to stockholders (or, if later, the 15th day of the third month following the date such dividends or
distributions are paid to stockholders). In the event of a dividend or distribution paid in shares of Stock or other property
or any other adjustment made upon a change in the capital structure of the Company as described in Section 4.3, any and all
new, substituted or additional securities or other property (other than regular, periodic cash dividends) to which the
Participant is entitled by reason of the Participant’s Restricted Stock Award shall be immediately subject to the same
Vesting Conditions as the shares subject to the Restricted Stock Award with respect to which such dividends or distributions
were paid or adjustments were made.


 




    	 	A-15	 



     


    

 








8.7 Effect
of Termination of Service. Unless otherwise provided by the Committee in the Award Agreement evidencing a Restricted Stock Award,
if a Participant’s Service terminates for any reason, whether voluntary or involuntary (including the Participant’s
death or disability), then (a) the Company shall have the option to repurchase for the purchase price paid by the Participant any
shares acquired by the Participant pursuant to a Restricted Stock Purchase Right which remain subject to Vesting Conditions as
of the date of the Participant’s termination of Service and (b) the Participant shall forfeit to the Company any shares acquired
by the Participant pursuant to a Restricted Stock Bonus which remain subject to Vesting Conditions as of the date of the Participant’s
termination of Service. The Company shall have the right to assign at any time any repurchase right it may have, whether or not
such right is then exercisable, to one or more persons as may be selected by the Company.


 


8.8 Nontransferability of Restricted
Stock Award Rights. Rights to acquire shares of Stock pursuant to a Restricted Stock Award shall not be subject in any manner to
anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance or garnishment by creditors of the Participant
or the Participant’s beneficiary, except transfer by will or the laws of descent and distribution. All rights with respect
to a Restricted Stock Award granted to a Participant hereunder shall be exercisable during his or her lifetime only by such Participant
or the Participant’s guardian or legal representative.


 


9. RESTRICTED STOCK UNIT AWARDS.


 


Restricted Stock Unit Awards
shall be evidenced by Award Agreements specifying the number of Restricted Stock Units subject to the Award, in such form as the
Committee shall from time to time establish. Award Agreements evidencing Restricted Stock Units may incorporate all or any of the
terms of the Plan by reference and shall comply with and be subject to the following terms and conditions:


 


9.1 Grant of Restricted Stock
Unit Awards. Restricted Stock Unit Awards may be granted upon such conditions as the Committee shall determine, including, without
limitation, upon the attainment of one or more Performance Goals described in Section 10.4. If either the grant of a Restricted
Stock Unit Award or the Vesting Conditions with respect to such Award is to be contingent upon the attainment of one or more Performance
Goals, the Committee shall follow procedures substantially equivalent to those set forth in Sections 10.3 through 10.5(a).


 


9.2 Purchase Price. No monetary
payment (other than applicable tax withholding, if any) shall be required as a condition of receiving a Restricted Stock Unit Award,
the consideration for which shall be services actually rendered to a Participating Company or for its benefit. Notwithstanding
the foregoing, if required by applicable state corporate law, the Participant shall furnish consideration in the form of cash or
past services rendered to a Participating Company or for its benefit having a value not less than the par value of the shares of
Stock issued upon settlement of the Restricted Stock Unit Award.


 


9.3 Vesting. Restricted Stock
Unit Awards may (but need not) be made subject to Vesting Conditions based upon the satisfaction of such Service requirements,
conditions, restrictions or performance criteria, including, without limitation, Performance Goals as described in Section 10.4,
as shall be established by the Committee and set forth in the Award Agreement evidencing such Award. The Committee, in its discretion,
may provide in any Award Agreement evidencing a Restricted Stock Unit Award that, if the satisfaction of Vesting Conditions with
respect to any shares subject to the Award would otherwise occur on a day on which the sale of such shares would violate the provisions
of the Trading Compliance Policy, then the satisfaction of the Vesting Conditions automatically shall be determined on the first
to occur of (a) the next trading day on which the sale of such shares would not violate the Trading Compliance Policy or (b) the
later of (i) last day of the calendar year in which the original vesting date occurred or (ii) the last day of the Company’s
taxable year in which the original vesting date occurred.


 




    	 	A-16	 



     


    

 


9.4 Voting Rights, Dividend Equivalent
Rights and Distributions. Participants shall have no voting rights with respect to shares of Stock represented by Restricted Stock
Units until the date of the issuance of such shares (as evidenced by the appropriate entry on the books of the Company or of a
duly authorized transfer agent of the Company). However, the Committee, in its discretion, may provide in the Award Agreement evidencing
any Restricted Stock Unit Award that the Participant shall be entitled to Dividend Equivalent Rights with respect to the payment
of cash dividends on Stock during theperiod beginning on the date such Award is granted and ending, with respect to each share
subject to the Award, on the earlier of the date the Award is settled or the date on which it is terminated. Such Dividend Equivalent
Rights, if any, shall be paid by crediting the Participant with additional whole Restricted Stock Units as of the date of payment
of such cash dividends on Stock. The number of additional Restricted Stock Units (rounded to the nearest whole number) to be so
credited shall be determined by dividing (a) the amount of cash dividends paid on such date with respect to the number of shares
of Stock represented by the Restricted Stock Units previously credited to the Participant by (b) the Fair Market Value per share
of Stock on such date. Such additional Restricted Stock Units shall be subject to the same terms and conditions and shall be settled
in the same manner and at the same time as the Restricted Stock Units originally subject to the Restricted Stock Unit Award. In
the event of a dividend or distribution paid in shares of Stock or other property or any other adjustment made upon a change in
the capital structure of the Company as described in Section 4.3, appropriate adjustments shall be made in the Participant’s
Restricted Stock Unit Award so that it represents the right to receive upon settlement any and all new, substituted or additional
securities or other property (other than regular, periodic cash dividends) to which the Participant would be entitled by reason
of the shares of Stock issuable upon settlement of the Award, and all such new, substituted or additional securities or other property
shall be immediately subject to the same Vesting Conditions as are applicable to the Award.


 


9.5 Effect of Termination of
Service. Unless otherwise provided by the Committee and set forth in the Award Agreement evidencing a Restricted Stock Unit Award,
if a Participant’s Service terminates for any reason, whether voluntary or involuntary (including the Participant’s
death or disability), then the Participant shall forfeit to the Company any Restricted Stock Units pursuant to the Award which
remain subject to Vesting Conditions as of the date of the Participant’s termination of Service.


 


9.6 Settlement of Restricted
Stock Unit Awards. The Company shall issue to a Participant on the date on which Restricted Stock Units subject to the Participant’s
Restricted Stock Unit Award vest or on such other date determined by the Committee, in its discretion, and set forth in the Award
Agreement one (1) share of Stock (and/or any other new, substituted or additional securities or other property pursuant to an adjustment
described in Section 9.4) for each Restricted Stock Unit then becoming vested or otherwise to be settled on such date, subject
to the withholding of applicable taxes, if any. If permitted by the Committee, the Participant may elect, consistent with the requirements
of Section 409A, to defer receipt of all or any portion of the shares of Stock or other property otherwise issuable to the Participant
pursuant to this Section, and such deferred issuance date(s) and amount(s) elected by the Participant shall be set forth in the
Award Agreement. Notwithstanding the foregoing, the Committee, in its discretion, may provide for settlement of any Restricted
Stock Unit Award by payment to the Participant in cash of an amount equal to the Fair Market Value on the payment date of the shares
of Stock or other property otherwise issuable to the Participant pursuant to this Section.


 


9.7 Nontransferability of Restricted
Stock Unit Awards. The right to receive shares pursuant to a Restricted Stock Unit Award shall not be subject in any manner to
anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant
or the Participant’s beneficiary, except transfer by will or by the laws of descent and distribution. All rights with respect
to a Restricted Stock Unit Award granted to a Participant hereunder shall be exercisable during his or her lifetime only by such
Participant or the Participant’s guardian or legal representative.


 




    	 	A-17	 



     


    

 


10. PERFORMANCE AWARDS. 


 


Performance Awards shall be evidenced
by Award Agreements in such form as the Committee shall from time to time establish. Award Agreements evidencing Performance Awards
may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and
conditions:


 


10.1 Types of Performance Awards
Authorized. Performance Awards may be granted in the form of either Performance Shares or Performance Units. Each Award Agreement
evidencing a Performance Award shall specify the number of Performance Shares or Performance Units subject thereto, the Performance
Award Formula, the Performance Goal(s) and Performance Period applicable to the Award, and the other terms, conditions and restrictions
of the Award.


 


10.2 Initial Value of Performance
Shares and Performance Units. Unless otherwise provided by the Committee in granting a Performance Award, each Performance Share
shall have an initial monetary value equal to the Fair Market Value of one (1) share of Stock, subject to adjustment as provided
in Section 4.3, on the effective date of grant of the Performance Share, and each Performance Unit shall have an initial monetary
value established by the Committee at the time of grant. The final value payable to the Participant in settlement of a Performance
Award determined on the basis of the applicable Performance Award Formula will depend on the extent to which Performance Goals
established by the Committee are attained within the applicable Performance Period established by the Committee.


 


10.3 Establishment of Performance
Period, Performance Goals and Performance Award Formula. In granting each Performance Award, the Committee shall establish in writing
the applicable Performance Period, Performance Award Formula and one or more Performance Goals which, when measured at the end
of the Performance Period, shall determine on the basis of the Performance Award Formula the final value of the Performance Award
to be paid to the Participant. Unless otherwise permitted in compliance with the requirements under Section 162(m) with respect
to each Performance Award intended to result in the payment of Performance-Based Compensation, the Committee shall establish the
Performance Goal(s) and Performance Award Formula applicable to each Performance Award no later than the earlier of (a) the date
ninety (90) days after the commencement of the applicable Performance Period or (b) the date on which 25% of the Performance Period
has elapsed, and, in any event, at a time when the outcome of the Performance Goals remains substantially uncertain. Once established,
the Performance Goals and Performance Award Formula applicable to a Covered Employee shall not be changed during the Performance
Period. The Company shall notify each Participant granted a Performance Award of the terms of such Award, including the Performance
Period, Performance Goal(s) and Performance Award Formula.


 


10.4 Measurement of Performance
Goals. Performance Goals shall be established by the Committee on the basis of targets to be attained (“Performance Targets”)
with respect to one or more measures of business or financial performance (each, a “Performance Measure”), subject
to the following:


 


(a) Performance Measures. Performance
Measures shall be calculated in accordance with the Company’s financial statements, or, if such terms are not used in the
Company’s financial statements, they shall be calculated in accordance with generally accepted accounting principles, a method
used generally in the Company’s industry, or in accordance with a methodology established by the Committee prior to the grant
of the Performance Award. Performance Measures shall be calculated with respect to the Company and each Subsidiary Corporation
consolidated therewith for financial reporting purposes or such division or other business unit as may be selected by the Committee.
Unless otherwise determined by the Committee prior to the grant of the Performance Award, the Performance Measures applicable to
the Performance Award shall be calculated prior to the accrual of expense for any Performance Award for the same Performance Period
and excluding the effect (whether positive or negative) on the Performance Measures of any change in accounting standards or any
unusual, infrequently occurring or nonrecurring item, as determined by the Committee, occurring after the establishment of the
Performance Goals applicable to the Performance Award. In addition, The Committee may provide for exclusion of the impact of an
event or occurrence which the Committee determines should appropriately be excluded, including (a) restructurings, discontinued
operations, extraordinary items, and other unusual, infrequently occurring or non-recurring charges or events, (b) asset writedowns,
(c) litigation or claim judgments or settlements, (d) acquisitions or divestitures, (e) reorganization or change in the corporate
structure or capital structure of the Company, (f) an event either
not directly related to the operations of the Company, Subsidiary, division, business segment or business unit or not within the
reasonable control of management, (g) foreign exchange gains and losses, (h) a change in the fiscal year of the Company, (i) the
refinancing or repurchase of bank loans or debt securities, (j), unbudgeted capital expenditures, (k) the issuance or repurchase
of equity securities and other changes in the number of outstanding shares, (l) conversion of some or all of convertible securities
to common stock, (m) any business interruption event (n) the cumulative effects of tax or accounting changes in accordance with
U.S. generally accepted accounting principles, or (o) the effect of changes in other laws or regulatory rules affecting reported
results. Each such adjustment, if any, shall be made solely for the purpose of providing a consistent basis from period to period
for the calculation of Performance Measures in order to prevent the dilution or enlargement of the Participant’s rights with
respect to a Performance Award. Performance Measures may be one or more of the following, as determined by the Committee: (i) revenue;
(ii) sales; (iii) expenses; (iv) operating income; (v) gross margin; (vi) operating margin; (vii) earnings before any one or more
of: stock-based compensation expense, interest, taxes, depreciation and amortization; (viii) pre-tax profit; (ix) net operating
income; (x) net income; (xi) economic value added; (xii) free cash flow; (xiii) operating cash flow; (xiv) balance of cash, cash
equivalents andmarketable securities; (xv) stock price; (xvi) earnings per share; (xvii) return on stockholder equity; (xviii)
return on capital; (xix) return on assets; (xx) return on investment; (xxi) total stockholder return; (xxii) employee satisfaction;
(xxiii) employee retention; (xxiv) market share; (xxv) customer satisfaction; (xxvi) product development; (xxvii) research and
development expenses; (xxviii) completion of an identified special project; and (xxix) completion of a joint venture or other corporate
transaction. Such performance goals may be based solely by reference to the Company’s performance or the performance of a
subsidiary, division, business segment or business unit of the Company or a subsidiary, or based upon performance relative to performance
of other companies or upon comparisons of any of the indicators of performance relative to performance of other companies.


 




    	 	A-18	 



     


    

 








(b) Performance Targets. Performance
Targets may include a minimum, maximum, target level and intermediate levels of performance, with the final value of a Performance
Award determined under the applicable Performance Award Formula by the level attained during the applicable Performance Period.
A Performance Target may be stated as an absolute value, an increase or decrease in a value, or as a value determined relative
to an index, budget or other standard selected by the Committee.


 


10.5 Settlement of Performance Awards.


 


(a)Determination of Final
Value. As soon as practicable following the completion of the Performance Period applicable to a Performance Award, the Committee
shall certify in writing the extent to which the applicable Performance Goals have been attained and the resulting final value
of the Award earned by the Participant and to be paid upon its settlement in accordance with the applicable Performance Award Formula.


 


(b)Discretionary Adjustment
of Award Formula. In its discretion, the Committee may, either at the time it grants a Performance Award or at any time thereafter,
provide for the positive or negative adjustment of the Performance Award Formula applicable to a Performance Award granted to any
Participant who is not a Covered Employee to reflect such Participant’s individual performance in his or her position with
the Company or such other factors as the Committee may determine. If permitted under a Covered Employee’s Award Agreement,
the Committee shall have the discretion, on the basis of such criteria as may be established by the Committee, to reduce some or
all of the value of the Performance Award that would otherwise be paid to the Covered Employee upon its settlement notwithstanding
the attainment of any Performance Goal and the resulting value of the Performance Award determined in accordance with the Performance
Award Formula. No such reduction may result in an increase in the amount payable upon settlement of another Participant’s
Performance Award that is intended to result in Performance-Based Compensation.


 


(c)Effect of Leaves of Absence.
Unless otherwise required by law or a Participant’s Award Agreement, payment of the final value, if any, of a Performance
Award held by a Participant who has taken in excess of thirty (30) days in unpaid leaves of absence during a Performance Period
shall be prorated on the basis of the number of days of the
Participant’s Service during the Performance Period during which the Participant was not on an unpaid leave of absence.


 




    	 	A-19	 



     


    




 


(d)Notice to Participants.
As soon as practicable following the Committee’s determination and certification in accordance with Sections 10.5(a) and
(b), the Company shall notify each Participant of the determination of the Committee.


 


(e)Payment in Settlement
of Performance Awards. As soon as practicable following the Committee’s determination and certification in accordance with
Sections 10.5(a) and (b), but in any event within the Short-Term Deferral Period described in Section 16.1 (except as otherwise
provided below or consistent with the requirements of Section 409A), payment shall be made to each eligible Participant (or such
Participant’s legal representative or other person who acquired the right to receive such payment by reason of the Participant’s
death) of the final value of the Participant’s Performance Award. Payment of such amount shall be made in cash, shares of
Stock, or a combination thereof as determined by the Committee. Unless otherwise provided in the Award Agreement evidencing a Performance
Award, payment shall be made in a lump sum. If permitted by the Committee, the Participant may elect, consistent with the requirements
of Section 409A, to defer receipt of all or any portion of the payment to be made to the Participant pursuant to this Section,
and such deferred payment date(s) elected by the Participant shall be set forth in the Award Agreement. If any payment is to be
made on a deferred basis, the Committee may, but shall not be obligated to, provide for the payment during the deferral period
of Dividend Equivalent Rights or interest.


 


(f)Provisions Applicable
to Payment in Shares. If payment is to be made in shares of Stock, the number of such shares shall be determined by dividing the
final value of the Performance Award by the Fair Market Value of a share of Stock determined by the method specified in the Award
Agreement. Shares of Stock issued in payment of any Performance Award may be fully vested and freely transferable shares or may
be shares of Stock subject to Vesting Conditions as provided in Section 8.5. Any shares subject to Vesting Conditions shall be
evidenced by an appropriate Award Agreement and shall be subject to the provisions of Sections 8.5 through 8.8 above.


 


10.6 Voting Rights; Dividend
Equivalent Rights and Distributions. Participants shall have no voting rights with respect to shares of Stock represented by Performance
Share Awards until the date of the issuance of such shares, if any (as evidenced by the appropriate entry on the books of the Company
or of a duly authorized transfer agent of the Company). However, the Committee, in its discretion, may provide in the Award Agreement
evidencing any Performance Share Award that the Participant shall be entitled to Dividend Equivalent Rights with respect to the
payment of cash dividends on Stock during the period beginning on the date the Award is granted and ending, with respect to each
share subject to the Award, on the earlier of the date on which the Performance Shares are settled or the date on which they are
forfeited. Such Dividend Equivalent Rights, if any, shall be credited to the Participant in the form of additional whole Performance
Shares as of the date of payment of such cash dividends on Stock. The number of additional Performance Shares (rounded down to
the nearest whole number) to be so credited shall be determined by dividing (a) the amount of cash dividends paid on the dividend
payment date with respect to the number of shares of Stock represented by the Performance Shares previously credited to the Participant
by (b) the Fair Market Value per share of Stock on such date. Dividend Equivalent Rights shall be accumulated and paid to the extent
that Performance Shares become nonforfeitable, as determined by the Committee. Settlement of Dividend Equivalent Rights may be
made in cash, shares of Stock, or a combination thereof as determined by the Committee, and may be paid on the same basis as settlement
of the related Performance Share as provided in Section 10.5. In the event of a dividend or distribution paid in shares of Stock
or other property or any other adjustment made upon a change in the capital structure of the Company as described in Section 4.3,
appropriate adjustments shall be made in the Participant’s Performance Share Award so that it represents the right to receive
upon settlement any and all new, substituted or additional securities or other property (other than regular, periodic cash dividends)
to which the Participant would be entitled by reason of the shares of Stock issuable upon settlement of the Performance Share Award,
and all such new, substituted or additional securities or other property shall be immediately subject to the same Performance Goals
as are applicable to the Award.


 




    	 	A-20	 



     


    

 


10.7 Effect of Termination of
Service. Unless otherwise provided by the Committee and set forth in the Award Agreement evidencing a Performance Award or in the
Participant’s employment agreement, if any, referencing such Awards, the effect of a Participant’s termination of Service
on the Performance Award shall be as follows:


 


(a)Death or Disability. If
the Participant’s Service terminates because of the death or Disability of the Participant before the completion of the Performance
Period applicable to the Performance Award, the final value of the Participant’s Performance Award shall be determined by
the extent to which the applicable Performance Goals have been attained with respect to the entire Performance Period and shall
be prorated based on the number of months of the Participant’s Service during the Performance Period. Payment shall be made
following the end of the Performance Period in any manner permitted by Section 10.5.


 


(b)Other Termination of Service.
If the Participant’s Service terminates for any reason except death or Disability before the completion of the Performance
Period applicable to the Performance Award, such Award shall be forfeited in its entirety.


 


10.8 Nontransferability of Performance
Awards. Prior to settlement in accordance with the provisions of the Plan, no Performance Award shall be subject in any manner
to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant
or the Participant’s beneficiary, except transfer by will or by the laws of descent and distribution. All rights with respect
to a Performance Award granted to a Participant hereunder shall be exercisable during his or her lifetime only by such Participant
or the Participant’s guardian or legal representative.


 


11. CASH-BASED AWARDS AND OTHER STOCK-BASED AWARDS.



 


Cash-Based Awards and Other Stock-Based
Awards shall be evidenced by Award Agreements in such form as the Committee shall from time to time establish. Award Agreements
evidencing Cash-Based Awards and Other Stock-Based Awards may incorporate all or any of the terms of the Plan by reference and
shall comply with and be subject to the following terms and conditions:


 


11.1 Grant of Cash-Based Awards.
Subject to the provisions of the Plan, the Committee, at any time and from time to time, may grant Cash-Based Awards to Participants
in such amounts and upon such terms and conditions, including the achievement of performance criteria, as the Committee may determine.


 


11.2 Grant of Other Stock-Based
Awards. The Committee may grant other types of equity-based or equity-related Awards not otherwise described by the terms of this
Plan (including the grant or offer for sale of unrestricted securities, stock-equivalent units, stock appreciation units, securities
or debentures convertible into common stock or other forms determined by the Committee) in such amounts and subject to such terms
and conditions as the Committee shall determine. Other Stock-Based Awards may be made available as a form of payment in the settlement
of other Awards or as payment in lieu of compensation to which a Participant is otherwise entitled. Other Stock-Based Awards may
involve the transfer of actual shares of Stock to Participants, or payment in cash or otherwise of amounts based on the value of
Stock and may include, without limitation, Awards designed to comply with or take advantage of the applicable local laws of jurisdictions
other than the United States.


 


11.3 Value of Cash-Based and Other
Stock-Based Awards. Each Cash-Based Award shall specify a monetary payment amount or payment range as determined by the Committee.
Each Other Stock-Based Award shall be expressed in terms of shares of Stock or units based on such shares of Stock, as determined
by the Committee. The Committee may require the satisfaction of such Service requirements, conditions, restrictions or performance
criteria, including, without limitation, Performance Goals as described in Section 10.4, as shall be established by the Committee
and set forth in the Award Agreementevidencing such Award. If the Committee exercises its discretion to establish performance criteria,
the final value of Cash-Based Awards or Other Stock-Based Awards that will be paid to the Participant will depend on the extent
to which the performance criteria are met. The establishment of performance criteria with respect to the grant or vesting of any
Cash-Based Award or Other Stock-Based Award intended to result in Performance-Based Compensation shall follow procedures substantially
equivalent to those applicable to Performance Awards set forth in Section 10.


 




    	 	A-21	 



     


    

 


11.4 Payment or Settlement of
Cash-Based Awards and Other Stock-Based Awards. Payment or settlement, if any, with respect to a Cash-Based Award or an Other Stock-Based
Award shall be made in accordance with the terms of the Award, in cash, shares of Stock or other securities or any combination
thereof as the Committee determines. The determination and certification of the final value with respect to any Cash-Based Award
or Other Stock-Based Award intended to result in Performance-Based Compensation shall comply with the requirements applicable to
Performance Awards set forth in Section 10. To the extent applicable, payment or settlement with respect to each Cash-Based Award
and Other Stock-Based Award shall be made in compliance with the requirements of Section 409A.


 


11.5 Voting Rights; Dividend
Equivalent Rights and Distributions. Participants shall have no voting rights with respect to shares of Stock represented by Other
Stock-Based Awards until the date of the issuance of such shares of Stock (as evidenced by the appropriate entry on the books of
the Company or of a duly authorized transfer agent of the Company), if any, in settlement of such Award. However, the Committee,
in its discretion, may provide in the Award Agreement evidencing any Other Stock-Based Award that the Participant shall be entitled
to Dividend Equivalent Rights with respect to thepayment of cash dividends on Stock during the period beginning on the date such
Award is granted and ending, with respect to each share subject to the Award, on the earlier of the date the Award is settled or
the date on which it is terminated. Such Dividend Equivalent Rights, if any, shall be paid in accordance with the provisions set
forth in Section 9.4. Dividend Equivalent Rights shall not be granted with respect to Cash-Based Awards. In the event of a dividend
or distribution paid in shares of Stock or other property or any other adjustment made upon a change in the capital structure of
the Company as described in Section 4.3, appropriate adjustments shall be made in the Participant’s Other Stock-Based Award
so that it represents the right to receive upon settlement any and all new, substituted or additional securities or other property
(other than regular, periodic cash dividends) to which the Participant would be entitled by reason of the shares of Stock issuable
upon settlement of such Award, and all such new, substituted or additional securities or other property shall be immediately subject
to the same Vesting Conditions and performance criteria, if any, as are applicable to the Award.


 


11.6 Effect of Termination of
Service. Each Award Agreement evidencing a Cash-Based Award or Other Stock-Based Award shall set forth the extent to which the
Participant shall have the right to retain such Award following termination of the Participant’s Service. Such provisions
shall be determined in the discretion of the Committee, need not be uniform among all Cash-Based Awards or Other Stock-Based Awards,
and may reflect distinctions based on the reasons for termination, subject to the requirements of Section 409A, if applicable.


 


11.7 Nontransferability of Cash-Based
Awards and Other Stock-Based Awards. Prior to the payment or settlement of a Cash-Based Award or Other Stock-Based Award, the Award
shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment
by creditors of the Participant or the Participant’s beneficiary, except transfer by will or by the laws of descent and distribution.
The Committee may impose such additional restrictions on any shares of Stock issued in settlement of Cash-Based Awards and Other
Stock-Based Awards as it may deem advisable, including, without limitation, minimum holding period requirements, restrictions under
applicable federal securities laws, under the requirements of any stock exchange or market upon which such shares of Stock are
then listed and/or traded, or under any state securities laws or foreign law applicable to such shares of Stock.


 


12. DEFERRED COMPENSATION AWARDS.


 


12.1 Establishment of Deferred
Compensation Award Programs. This Section 12 shall not be effective unless and until the Committee determines to establish a program
pursuant to this Section. If the Committee determines that any such program may constitute an “employee pension benefit plan”
within the meaning of Section 3(2) of ERISA, the Committee shall adopt and implement such program through a separate subplan to
this Plan. Eligibility to participate in such subplan shall be limited to Directors and a select group of management or highly
compensated employees, and the Committee shalltake all additional actions required to qualify such subplan as a “top-hat”
unfunded deferred compensation plan, including filing with the U.S. Department of Labor within 120 days following the adoption
of such subplan a notice pursuant to Department of Labor Regulations Section 2520.104-23.


 


12.2 Terms and Conditions of Deferred
Compensation Awards. Deferred Compensation Awards shall be evidenced by Award Agreements in such form as the Committee shall from
time to time establish. Award Agreements evidencing Deferred Compensation Awards
may incorporate all or any of the terms of the Plan by reference and, except as provided below, shall comply with and be subject
to the terms and conditions applicable to the appropriate form of Award as set forth in the applicable section of this Plan.


 




    	 	A-22	 



     


    

 








(a)Limitation on Elections.
Notwithstanding any Participant’s prior election to reduce cash compensation pursuant to a program established in accordance
with this Section 12, no Deferred Compensation Award may be granted to the Participant after termination of the Plan or termination
of the Participant’s Service, and any such cash compensation shall be paid at the normal time and in accordance with the
terms of the applicable cash compensation arrangement.


 


(b)Election
Irrevocable. A Participant’s election to reduce cash compensation pursuant to a program established in accordance with this
Section 12 shall become irrevocable on the last day of the calendar year prior to the year in which the services are to be rendered
with respect to which such cash compensation would otherwise become payable, or at the time otherwise required by Section 409A.


 


(c)Vesting.
Deferred Compensation Awards may be fully vested at grant or may be subject to such Vesting Conditions as the Committee determines.


 


13.STANDARD FORMS
OF AWARD AGREEMENT.


 


13.1 Award
Agreements. Each Award shall comply with and be subject to the terms and conditions set forth in the appropriate form of Award
Agreement approved by the Committee and as amended from time to time. No Award or purported Award shall be a valid and binding
obligation of the Company unless evidenced by a fully executed Award Agreement, which execution may be evidenced by electronic
means.


 


13.2 Authority to Vary Terms.
The Committee shall have the authority from time to time to vary the terms of any standard form of Award Agreement either in connection
with the grant or amendment of an individual Award or in connection with the authorization of a new standard form or forms; provided,
however, that the terms and conditions of any such new, revised or amended standard form or forms of Award Agreement are not inconsistent
with the terms of the Plan.


 


14.CHANGE IN CONTROL.


 


14.1 Effect
of Change in Control on Awards. Subject to the requirements and limitations of Section 409A, if applicable, in the event of a Change
in Control:


 


(a)the surviving, continuing,
successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”),
may, without the consent of any Participant, assume or continue the Company’s rights and obligations under each or any Award
or portion thereof outstanding immediately prior to the Change in Control or substitute for each or any such outstanding Award
or portion thereof a substantially equivalent award with respect to the Acquiror’s stock, as applicable; and


 


(b)Outstanding Awards which
are not assumed, substituted for, or otherwise continued by the Acquiror shall accelerate and become fully vested effective immediately
prior to, but contingent upon, the consummation of the Change in Control; provided, however, that any Award which has its Vesting
Conditions based on performance goals that vests pursuant to this sentence shall only become vested based on actual results measured
against the performance goals as of the Change in Control, and thereafter, all Awards shall terminate to the extent not exercised
or settled as of the date of the Change in Control.


 


14.2 Federal Excise Tax under Section 4999 of the
Code.


 


(a) Excess
Parachute Payment. In the event that any acceleration of vesting pursuant to an Award and any other payment or benefit received
or to be received by a Participant would subject the Participant to any excise tax pursuant to Section 4999 of the Code due to
the characterization of such acceleration of vesting, payment or benefit as an “excess parachute payment” under Section
280G of the Code, the Participant, subject to compliance with applicable law (including, but not limited to the rules imposed by
Section 409A), may elect to reduce the amount of any acceleration of vesting called for under the Award in order to avoid such
characterization.


 




    	 	A-23	 



     


    

 


(b) Determination by Independent
Accountants. To aid the Participant in making any election called for under Section 14.2(a), no later than the date of the occurrence
of any event that might reasonably be anticipated to result in an “excess parachute payment” to the Participant as
described in Section 14.2(a), the Company shall request a determination in writing by independent public accountants selected by
the Company (the “Accountants”). As soon as practicable thereafter, the Accountants shall determine and report to the
Company and the Participant the amount of such acceleration of vesting, payments and benefits which would produce the greatest
after-tax benefit to the Participant. For the purposes of such determination, the Accountants may rely on reasonable, good faith
interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Participant shall furnish
to the Accountants such information and documents as the Accountants may reasonably request in order to make their required determination.
The Company shall bear all fees and expenses the Accountants charge in connection with their services contemplated by this Section.


 


15.COMPLIANCE WITH SECURITIES LAW.


 


The grant of Awards and the issuance
of shares of Stock pursuant to any Award shall be subject to compliance with all applicable requirements of federal, state and
foreign law with respect to such securities and the requirements of any stock exchange or market system upon which the Stock may
then be listed. In addition, no Award may be exercised or shares issued pursuant to an Award unless (a) a registration statement
under the Securities Act shall at the time of such exercise or issuance be in effect with respect to the shares issuable pursuant
to the Award, or (b) in the opinion of legal counsel to the Company, the shares issuable pursuant to the Award may be issued in
accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. The inability of
the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel
to be necessary to the lawful issuance and sale of any shares under the Plan shall relieve the Company of any liability in respect
of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained. As a condition to
issuance of any Stock, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate,
to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as
may be requested by the Company.


 


16.COMPLIANCE WITH SECTION 409A.


 


16.1 Awards Subject to Section
409A. The Company intends that Awards granted pursuant to the Plan shall either be exempt from or comply with Section 409A, and
the Plan shall be so construed. The provisions of this Section 16 shall apply to any Award or portion thereof that constitutes
or provides for payment of Section 409A Deferred Compensation. Such Awards may include, without limitation:


 


(a)A Nonstatutory Stock Option
or SAR that includes any feature for the deferral of compensation other than the deferral of recognition of income until the later
of (i) the exercise or disposition of the Award or (ii) the time the stock acquired pursuant to the exercise of the Award first
becomes substantially vested.


 


(b)Any Restricted Stock Unit
Award, Performance Award, Cash-Based Award or Other Stock-Based Award that either (i) provides by its terms for settlement of all
or any portion of the Award at a time or upon an event that will or may occur later than the end of the Short-Term Deferral Period
(as defined below) or (ii) permits the Participant granted the Award to elect one or more dates or events upon which the Award
will be settled after the end of the Short-Term Deferral Period.


 


Subject to the provisions of
Section 409A, the term “Short-Term Deferral Period” means the 21/2 month period ending on the later of (i) the 15th
day of the third month following the end of the Participant’s taxable year in which the right to payment under the
applicable portion of the Award is no longer subject to a substantial risk of forfeiture or (ii) the 15 th day of the
third month following the end of the Company’s taxable year in which the right to payment under the applicable portion of
the Award is no longer subject to a substantial risk of forfeiture. For this purpose, the term “substantial risk of forfeiture”
shall have the meaning provided by Section 409A.


 




    	 	A-24	 



     


    

 


16.2 Deferral and/or Distribution
Elections. Except as otherwise permitted or required by Section 409A, the following rules shall apply to any compensation deferral
and/or payment elections (each, an “Election”) that may be permitted or required by the Committee pursuant to an Award
providing Section 409A Deferred Compensation:


 


(a)Elections must be in writing
and specify the amount of the payment in settlement of an Award being deferred, as well as the time and form of payment as permitted
by this Plan.


 


(b)Elections shall be made
by the end of the Participant’s taxable year prior to the year in which services commence for which an Award may be granted
to such Participant.


 


(c)Elections shall continue
in effect until a written revocation or change in Election is received by the Company, except that a written revocation or change
in Election must be received by the Company prior to the last day for making the Election determined in accordance with paragraph
(b) above or as permitted by Section 16.3.


 


16.3 Subsequent Elections. Except
as otherwise permitted or required by Section 409A, any Award providing Section 409A Deferred Compensation which permits a subsequent
Election to delay the payment or change the form of payment in settlement of such Award shall comply with the following requirements:


 


(a)No subsequent Election
may take effect until at least twelve (12) months after the date on which the subsequent Election is made.


 


(b)Each subsequent Election
related to a payment in settlement of an Award not described in Section 16.4(a)(ii), 16.4(a)(iii) or 16.4(a)(vi) must result in
a delay of the payment for a period of not less than five (5) years from the date on which such payment would otherwise have been
made.


 


(c)No subsequent Election
related to a payment pursuant to Section 16.4(a)(iv) shall be made less than twelve (12) months before the date on which such payment
would otherwise have been made.


 


(d)Subsequent Elections shall
continue in effect until a written revocation or change in the subsequent Election is received by the Company, except that a written
revocation or change in a subsequent Election must be received by the Company prior to the last day for making the subsequent Election
determined in accordance the preceding paragraphs of this Section 16.3.


 


16.4 Payment of Section 409A Deferred Compensation.


 


(a) Permissible
Payments. Except as otherwise permitted or required by Section 409A, an Award providing Section 409A Deferred Compensation must
provide for payment in settlement of the Award only upon one or more of the following:


 


(i)The Participant’s
“separation from service” (as defined by Section 409A);


 


(ii)The Participant’s
becoming “disabled” (as defined by Section 409A);


 


(iii)The Participant’s
death;


 


(iv)A time or fixed schedule
that is either (i) specified by the Committee upon the grant of an Award and set forth in the Award Agreement evidencing such Award
or (ii) specified by the Participant in an Election complying with the requirements of Section 16.2 or 16.3, as applicable;


 


(v)A
change in the ownership or effective control or the Company or in the ownership of a substantial portion of the assets of the Company
determined in accordance with Section 409A; or


 


(vi)The
occurrence of an “unforeseeable emergency” (as defined by Section 409A).


 


(b) Installment
Payments. It is the intent of this Plan that any right of a Participant to receive installment payments (within the meaning of
Section 409A) shall, for all purposes of Section 409A, be treated as a right to a series of separate payments.


 


(c) Required Delay in
Payment to Specified Employee Pursuant to Separation from Service. Notwithstanding any provision of the Plan or an Award
Agreement to the contrary, except as otherwise permitted by Section 409A, no payment pursuant to Section 16.4(a)(i) in
settlement of an Award providing for Section 409A Deferred Compensation may
be made to a Participant who is a “specified employee” (as defined by Section 409A) as of the date of the Participant’s
separation from service before the date (the “Delayed Payment Date”) that is six (6) months after the date of such
Participant’s separation from service, or, if earlier, the date of the Participant’s death. All such amounts that would,
but for this paragraph, become payable prior to the Delayed Payment Date shall be accumulated and paid on the Delayed Payment Date.


 




    	 	A-25	 



     


    

 








(d)Payment Upon Disability.
All distributions of Section 409A Deferred Compensation payable by reason of a Participant becoming disabled shall be paid in a
lump sum or in periodic installments as established by the Participant’s Election. If the Participant has made no Election
with respect to distributions of Section 409A Deferred Compensation upon becoming disabled, all such distributions shall be paid
in a lump sum upon the determination that the Participant has become disabled.


 


(e)Payment Upon Death. If
a Participant dies before complete distribution of amounts payable upon settlement of an Award subject to Section 409A, such undistributed
amounts shall be distributed to his or her beneficiary under the distribution method for death established by the Participant’s
Election upon receipt by the Committee of satisfactory notice and confirmation of the Participant’s death. If the Participant
has made no Election with respect to distributions of Section 409A Deferred Compensation upon death, all such distributions shall
be paid in a lump sum upon receipt by the Committee ofsatisfactory notice and confirmation of the Participant’s death.


 


(f)Payment Upon Change in
Control. Notwithstanding any provision of the Plan or an Award Agreement to the contrary, to the extent that any amount constituting
Section 409A Deferred Compensation would become payable under this Plan by reason of a Change in Control, such amount shall become
payable only if the event constituting a Change in Control would also constitute a change in ownership or effective control of
the Company or a change in the ownership of a substantial portion of the assets of the Company within the meaning of Section 409A.
Any Award which constitutes Section 409A Deferred Compensation and which would vest and otherwise become payable upon a Change
in Control as a result of the failure of the Acquiror to assume, continue or substitute for such Award in accordance with Section
14.1(b) shall vest to the extent provided by such Award but shall be converted automatically at the effective time of such Change
in Control into a right to receive, in cash on the date or dates such award would have been settled in accordance with its then
existing settlement schedule (or as required by Section 16.4(c)), an amount or amounts equal in the aggregate to the intrinsic
value of the Award at the time of the Change in Control.


 


(g)Payment Upon Unforeseeable
Emergency. The Committee shall have the authority to provide in the Award Agreement evidencing any Award providing for Section
409A Deferred Compensation for payment in settlement of all or a portion of such Award in the event that a Participant establishes,
to the satisfaction of the Committee, the occurrence of an unforeseeable emergency. In such event, the amount(s) distributed with
respect to such unforeseeable emergency cannot exceed the amounts reasonably necessary to satisfy the emergency need plus amounts
necessary to pay taxes reasonably anticipated as a result of such distribution(s), after taking into account the extent to which
such emergency need is or may be relieved through reimbursement or compensation by insurance or otherwise, by liquidation of the
Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship) or by
cessation of deferrals under the Award. All distributions with respect to an unforeseeable emergency shall be made in a lump sum
upon the Committee’s determination that an unforeseeable emergency has occurred. The Committee’s decision with respect
to whether an unforeseeable emergency has occurred and the manner in which, if at all, the payment in settlement of an Award shall
be altered or modified, shall be final, conclusive, and not subject to approval or appeal.


 


(h)Prohibition of Acceleration
of Payments. Notwithstanding any provision of the Plan or an Award Agreement to the contrary, this Plan does not permit the acceleration
of the time or schedule of any payment under an Award providing Section 409A Deferred Compensation, except as permitted by Section
409A.


 




    	 	A-26	 



     


    

 


(i) No Representation Regarding
Section 409A Compliance. Notwithstanding any other provision of the Plan, the Company makes no representation that Awards shall
be exempt from or comply with Section 409A. No Participating Company shall be liable for any tax, penalty or interest imposed on
a Participant by Section 409A.


 


17.TAX WITHHOLDING. 


 


17.1 Tax Withholding in General.
The Company shall have the right to deduct from any and all payments made under the Plan, or to require the Participant, through
payroll withholding, cash payment or otherwise, to make adequate provision for, the federal, state, local and foreign taxes (including
social insurance), if any, required by law to be withheld by any Participating Company with respect to an Award or the shares acquired
pursuant thereto. The Company shall have no obligation to deliver shares of Stock, to release shares of Stock from an escrow established
pursuant to an Award Agreement,or to make any payment in cash under the Plan until the Participating Company Group’s tax
withholding obligations have been satisfied by the Participant.


 


17.2 Withholding
in or Directed Sale of Shares. The Company shall have the right, but not the obligation, to deduct from the shares of Stock issuable
to a Participant upon the exercise or settlement of an Award, or to accept from the Participant the tender of, a number of whole
shares of Stock having a Fair Market Value, as determined by the Company, equal to all or any part of the tax withholding obligations
of any Participating Company. The Fair Market Value of any shares of Stock withheld or tendered to satisfy any such tax withholding
obligations shall not exceed the amount determined by the applicable minimum statutory withholding rates (or such other rates that
will not create an adverse accounting consequence or cost). The Company may require a Participant to direct a broker, upon the
vesting, exercise or settlement of an Award, to sell a portion of the shares subject to the Award determined by the Company in
its discretion to be sufficient to cover the tax withholding obligations of any Participating Company and to remit an amount equal
to such tax withholding obligations to such Participating Company in cash.


 


18.AMENDMENT, SUSPENSION OR TERMINATION
OF PLAN.


 


The Committee may amend, suspend
or terminate the Plan at any time. However, without the approval of the Company’s stockholders, there shall be (a) no increase
in the maximum aggregate number of shares of Stock that may be issued under the Plan (except by operation of the provisions of
Section 4.3), or any change to the Award Limitations contained in Section 5.3, (b) no change in the class of persons eligible to
receive Incentive Stock Options, and (c) no other amendment of the Plan that would require approval of the Company’s stockholders
under any applicable law, regulation or rule, including the rules of any stock exchange or quotation system upon which the Stock
may then be listed or quoted. No amendment, suspension or termination of the Plan shall affect any then outstanding Award unless
expressly provided by the Committee. Except as provided by the next sentence, no amendment, suspension or termination of the Plan
may adversely affect any then outstanding Award without the consent of the Participant. Notwithstanding any other provision of
the Plan to the contrary, the Committee may, in its sole and absolute discretion and without the consent of any Participant, amend
the Plan or any Award Agreement, to take effect retroactively or otherwise, as it deems necessary or advisable for the purpose
of conforming the Plan or such Award Agreement to any present or future law, regulation or rule applicable to the Plan, including,
but not limited to, Section 409A.


 


19.MISCELLANEOUS PROVISIONS.


 


19.1 Repurchase
Rights. Shares issued under the Plan may be subject to one or more repurchase options, or other conditions and restrictions as
determined by the Committee in its discretion at the time the Award is granted. The Company shall have the right to assign at any
time any repurchase right it may have, whether or not such right is then exercisable, to one or more persons as may be selected
by the Company. Upon request by the Company, each Participant shall execute any agreement evidencing such transfer restrictions
prior to the receipt of shares of Stock hereunder and shall promptlypresent to the Company any and all certificates representing
shares of Stock acquired hereunder for the placement on such certificates of appropriate legends evidencing any such transfer restrictions.


 




    	 	A-27	 



     


    

 


19.2 Forfeiture Events.


 


(a)The Committee may specify
in an Award Agreement that the Participant’s rights, payments, and benefits with respect to an Award shall be subject to
reduction, cancellation, forfeiture, or recoupment upon the occurrence of specified events, in addition to any otherwise applicable
vesting or performance conditions of an Award. Such events may include, but shall not be limited to, termination of Service for
Cause or any act by a Participant, whether before or after termination of Service, that would constitute Cause for termination
of Service.


 


(b)If the Company is required
to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial
reporting requirement under the securities laws, any Participant who knowingly or through gross negligence engaged in the misconduct,
or who knowingly or through gross negligence failed to prevent the misconduct, and any Participant who is one of the individuals
subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002, shall reimburse the Company for (i) the amount
of any payment in settlement of an Award received by such Participant during the twelve- (12-) month period following the first
public issuance or filing with the United States Securities and Exchange Commission (whichever first occurred) of the financial
document embodying such financial reporting requirement, and (ii) any profits realized by such Participant from the sale of securities
of the Company during such twelve- (12-) month period. In addition, to the extent claw-back or similar provisions applicable to
Awards are required by applicable law, listing standards and/or policies adopted by the Company, Awards granted under the Plan
shall be subject to such provisions.


 


19.3 Provision of Information.
Each Participant shall be given access to information concerning the Company equivalent to that information generally made available
to the Company’s common stockholders.


 


19.4 Rights as Employee, Consultant
or Director. No person, even though eligible pursuant to Section 5, shall have a right to be selected as a Participant, or, having
been so selected, to be selected again as a Participant. Nothing in the Plan or any Award granted under the Plan shall confer on
any Participant a right to remain an Employee, Consultant or Director or interfere with or limit in any way any right of a Participating
Company to terminate the Participant’s Service at any time. To the extent that an Employee of a Participating Company other
than the Company receives an Award under the Plan, that Award shall in no event be understood or interpreted to mean that the Company
is the Employee’s employer or that the Employee has an employment relationship with the Company.


 


19.5 Rights as a Stockholder.
A Participant shall have no rights as a stockholder with respect to any shares covered by an Award until the date of the issuance
of such shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the
Company). No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date
such shares are issued, except as provided in Section 4.3 or another provision of the Plan.


 


19.6 Delivery of Title to Shares.
Subject to any governing rules or regulations, the Company shall issue or cause to be issued the shares of Stock acquired pursuant
to an Award and shall deliver such shares to or for the benefit of the Participant by means of one or more of the following: (a)
by delivering to the Participant evidence of book entry shares of Stock credited to the account of the Participant, (b) by depositing
such shares of Stock for the benefit of the Participant with any broker with which the Participant has an account relationship,
or (c) by delivering such shares of Stock to the Participant in certificate form.


 


19.7 Fractional Shares. The Company
shall not be required to issue fractional shares upon the exercise or settlement of any Award.


 


19.8 Retirement and Welfare Plans.
Neither Awards made under this Plan nor shares of Stock or cash paid pursuant to such Awards may be included as “compensation”
for purposes of computing the benefits payable to any Participant under any Participating Company’s retirement plans (both
qualified and non-qualified) or welfare benefit plans unless such other plan expressly provides that such compensation shall be
taken into account in computing a Participant’s benefit. In addition, unless a written employment agreement or other service
agreement references Awards, a general reference to “benefits” in such agreement shall not be deemed to refer to Awards
granted hereunder.


 




    	 	A-28	 



     


    

 


19.9 Beneficiary
Designation. Subject to local laws and procedures, each Participant may file with the Company a written designation of a beneficiary
who is to receive any benefit under the Plan to which the Participant is entitled in the event of such Participant’s death
before he or she receives any or all of such benefit. Each designation will revoke all prior designations by the same Participant,
shall be in a form prescribed by the Company, and will be effective only when filed by the Participant in writing with the Company
during the Participant’s lifetime. If a married Participant designates a beneficiary other than the Participant’s spouse,
the effectiveness of such designation may be subject to the consent of the Participant’s spouse. If a Participant dies without
an effective designation of a beneficiary who is living at the time of the Participant’s death, the Company will pay any
remaining unpaid benefits to the Participant’s legal representative.


 


19.10 Severability. If any one
or more of the provisions (or any part thereof) of this Plan shall be held invalid, illegal or unenforceable in any respect, such
provision shall be modified so as to make it valid, legal and enforceable, and the validity, legality and enforceability of the
remaining provisions (or any part thereof) of the Plan shall not in any way be affected or impaired thereby.


 


19.11 No Constraint on Corporate
Action. Nothing in this Plan shall be construed to: (a) limit, impair, or otherwise affect the Company’s or another Participating
Company’s right or power to make adjustments, reclassifications, reorganizations, or changes of its capital or business structure,
or to merge or consolidate, or dissolve, liquidate, sell, or transfer all or any part of its business or assets; or (b) limit
the right or power of the Company or another Participating Company to take any action which such entity deems to be necessary or
appropriate.


 


19.12 Unfunded Obligation. Participants
shall have the status of general unsecured creditors of the Company. Any amounts payable to Participants pursuant to the Plan shall
be considered unfunded and unsecured obligations for all purposes, including, without limitation, Title I of the Employee Retirement
Income Security Act of 1974. No Participating Company shall be required to segregate any monies from its general funds, or to create
any trusts, or establish any special accounts with respect to such obligations. The Company shall retain at all times beneficial
ownership of any investments, including trust investments, which the Company may make to fulfill its payment obligations hereunder.
Any investments or the creation or maintenance of any trust or any Participant account shall not create or constitute a trust or
fiduciary relationship between the Committee or any Participating Company and a Participant, or otherwise create any vested or
beneficial interest in any Participant or the Participant’s creditors in any assets of any Participating Company. The Participants
shall have no claim against any Participating Company for any changes in the value of any assets which may be invested or reinvested
by the Company with respect to the Plan.


 


19.13 Choice
of Law. Except to the extent governed by applicable federal law, the validity, interpretation, construction and performance of
the Plan and each Award Agreement shall be governed by the laws of the State of Delaware, without regard to its conflict of law
rules.


 


19.14 Awards prior to the Restatement
Effective Date. Notwithstanding anything in this Plan to the contrary, Awards granted prior to the Restatement Effective Date shall
have the terms of the Plan as in effect immediately prior to such date apply to the Award.


 




    	 	A-29	 



     


    

 


IN WITNESS WHEREOF, the undersigned
Secretary of the Company certifies that the foregoing sets forth the 2013 Equity Incentive Plan of Jamba, Inc. (As Amended and
Restated May 17, 2016), as duly adopted by the Board on March 2, 2016.


 




    	 	A-30