Exhibit 10.1





 


NEKTAR THERAPEUTICS


 


AMENDED AND RESTATED 2017 PERFORMANCE
INCENTIVE PLAN


 


		1.	PURPOSE OF PLAN



 


The purpose of this Nektar Therapeutics Amended and
Restated 2017 Performance Incentive Plan (this “Plan”) of Nektar Therapeutics, a Delaware corporation (the “Corporation”),
is to promote the success of the Corporation and to increase stockholder value by providing an additional means through the grant
of awards to attract, motivate, retain and reward selected employees and other eligible persons.


 


		2.	ELIGIBILITY



 


The Administrator (as such term is defined in Section 3.1)
may grant awards under this Plan only to those persons that the Administrator determines to be Eligible Persons. An “Eligible
Person” is any person who is either: (a) an officer (whether or not a director) or employee of the Corporation or
one of its Subsidiaries; (b) a director of the Corporation or one of its Subsidiaries; or (c) an individual consultant
or advisor who renders or has rendered bona fide services (other than services in connection with the offering or sale of securities
of the Corporation or one of its Subsidiaries in a capital-raising transaction or as a market maker or promoter of securities of
the Corporation or one of its Subsidiaries) to the Corporation or one of its Subsidiaries and who is selected to participate in
this Plan by the Administrator; provided, however, that a person who is otherwise an Eligible Person under clause (c) above
may participate in this Plan only if such participation would not adversely affect either the Corporation’s eligibility to
use Form S-8 to register under the Securities Act of 1933, as amended (the “Securities Act”), the offering and
sale of shares issuable under this Plan by the Corporation or the Corporation’s compliance with any other applicable laws.
An Eligible Person who has been granted an award (a “participant”) may, if otherwise eligible, be granted additional
awards if the Administrator shall so determine. As used herein, “Subsidiary” means any corporation or other
entity a majority of whose outstanding voting stock or voting power is beneficially owned directly or indirectly by the Corporation;
and “Board” means the Board of Directors of the Corporation.


 


		3.	PLAN ADMINISTRATION



 


		3.1	The Administrator. This Plan shall be administered by and all awards under this Plan
shall be authorized by the Administrator. The “Administrator” means the Board or one or more committees appointed by
the Board or another committee (within its delegated authority) to administer all or certain aspects of this Plan. Any such committee
shall be comprised solely of one or more directors or such number of directors as may be required under applicable law. A committee
may delegate some or all of its authority to another committee so constituted. The Board or a committee comprised solely of directors
may also delegate, to the extent permitted by Section 157(c) of the Delaware General Corporation Law and any other applicable
law, to one or more officers of the Corporation, its powers under this Plan (a) to designate the officers and employees of
the Corporation and its Subsidiaries who will receive grants of awards under this Plan, and (b) to determine the number of
shares subject to, and the other terms and conditions of, such awards. The Board may delegate different levels of authority to
different committees with administrative and grant authority under this Plan. Unless otherwise provided in the Bylaws of the Corporation
or the applicable charter of any Administrator: (a) a majority of the members of the acting Administrator shall constitute
a quorum, and (b) the vote of a majority of the members present assuming the presence of a quorum or the unanimous written
consent of the members of the Administrator shall constitute action by the acting Administrator.



 


With respect to awards previously intended to satisfy
the requirements for performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended
(the “Code”), this Plan shall be administered by a committee consisting solely of two or more outside directors
(as this requirement is applied under Section 162(m) of the Code); provided, however, that the failure to satisfy such requirement
shall not affect the validity of the action of any committee otherwise duly authorized and acting in the matter. Award grants,
and transactions in or involving awards, intended to be exempt under Rule 16b-3 under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), must be duly and timely authorized by the Board or a committee consisting solely of two
or more non-employee directors (as this requirement is applied under Rule 16b-3 promulgated under the Exchange Act). To the extent
required by any applicable listing agency, this Plan shall be administered by a committee composed entirely of independent directors
(within the meaning of the applicable listing agency).


 






    


     


    




 


		3.2	Powers of the Administrator. Subject to the express provisions of this Plan, the
Administrator is authorized and empowered to do all things necessary or desirable in connection with the authorization of awards
and the administration of this Plan (in the case of a committee or delegation to one or more officers, within the authority delegated
to that committee or person(s)), including, without limitation, the authority to:



 


		(a)	determine eligibility and, from among those persons determined to be eligible, the particular Eligible
Persons who will receive an award under this Plan;



 


		(b)	grant awards to Eligible Persons, determine the price at which securities will be offered or awarded
and the number of securities to be offered or awarded to any of such persons, determine the other specific terms and conditions
of such awards consistent with the express limits of this Plan, establish the installments (if any) in which such awards shall
become exercisable or shall vest (which may include, without limitation, performance and/or time-based schedules), or determine
that no delayed exercisability or vesting is required, establish any applicable performance targets, and establish the events of
termination or reversion of such awards;



 


		(c)	approve the forms of award agreements (which need not be identical either as to type of award or
among participants);



 


		(d)	construe and interpret this Plan and any agreements defining the rights and obligations of the
Corporation, its Subsidiaries, and participants under this Plan, further define the terms used in this Plan, and prescribe, amend
and rescind rules and regulations relating to the administration of this Plan or the awards granted under this Plan;



 


		(e)	cancel, modify, or waive the Corporation’s rights with respect to, or modify, discontinue,
suspend, or terminate any or all outstanding awards, subject to any required consent under Section 8.6.5;



 


		(f)	accelerate or extend the vesting or exercisability or extend the term of any or all such outstanding
awards (in the case of options or stock appreciation rights, within the maximum ten-year term of such awards) in such circumstances
as the Administrator may deem appropriate (including, without limitation, in connection with a termination of employment or services
or other events of a personal nature) subject to any required consent under Section 8.6.5;



 


		(g)	adjust the number of shares of Common Stock subject to any award, adjust the price of any or all
outstanding awards or otherwise change previously imposed terms and conditions, in such circumstances as the Administrator may
deem appropriate, in each case subject to Sections 4 and 8.6 (and subject to the no repricing provision below);



 


		(h)	determine the date of grant of an award, which may be a designated date after but not before the
date of the Administrator’s action (unless otherwise designated by the Administrator, the date of grant of an award shall
be the date upon which the Administrator took the action granting an award);



 






    2


     


    




 


		(i)	determine whether, and the extent to which, adjustments are required pursuant to Section 7
hereof and authorize the termination, conversion, substitution or succession of awards upon the occurrence of an event of the type
described in Section 7;



 


		(j)	acquire or settle (subject to Sections 7 and 8.6) rights under awards in cash, stock of equivalent
value, or other consideration (subject to the no repricing provision below); and



 


		(k)	determine the fair market value of the Common Stock or awards under this Plan from time to time
and/or the manner in which such value will be determined.



 


Notwithstanding the foregoing and except for an adjustment
pursuant to Section 7.1 or a repricing approved by stockholders, in no case may the Administrator (1) amend an outstanding
stock option or stock appreciation right to reduce the exercise price or base price of the award, (2) cancel, exchange, or
surrender an outstanding stock option or stock appreciation right in exchange for cash or other awards for the purpose of repricing
the award, or (3) cancel, exchange, or surrender an outstanding stock option or stock appreciation right in exchange for an
option or stock appreciation right with an exercise or base price that is less than the exercise or base price of the original
award.


 


		3.3	Binding Determinations. Any action taken by, or inaction of, the Corporation, any
Subsidiary, or the Administrator relating or pursuant to this Plan and within its authority hereunder or under applicable law shall
be within the absolute discretion of that entity or body and shall be conclusive and binding upon all persons. Neither the Board
nor any Board committee, nor any member thereof or person acting at the direction thereof, shall be liable for any act, omission,
interpretation, construction or determination made in good faith in connection with this Plan (or any award made under this Plan),
and all such persons shall be entitled to indemnification and reimbursement by the Corporation in respect of any claim, loss, damage
or expense (including, without limitation, attorneys’ fees) arising or resulting therefrom to the fullest extent permitted
by law and/or under any directors and officers liability insurance coverage that may be in effect from time to time.



 


		3.4	Reliance on Experts. In making any determination or in taking or not taking any action
under this Plan, the Administrator may obtain and may rely upon the advice of experts, including employees and professional advisors
to the Corporation. No director, officer or agent of the Corporation or any of its Subsidiaries shall be liable for any such action
or determination taken or made or omitted in good faith.



 


		3.5	Delegation. The Administrator may delegate ministerial, non-discretionary functions
to individuals who are officers or employees of the Corporation or any of its Subsidiaries or to third parties.



 


		4.	SHARES OF COMMON STOCK SUBJECT TO THE PLAN; SHARE LIMITS



 


		4.1	Shares Available. Subject to the provisions of Section 7.1, the capital stock
that may be delivered under this Plan shall be shares of the Corporation’s authorized but unissued Common Stock and any shares
of its Common Stock held as treasury shares. For purposes of this Plan, “Common Stock” shall mean the common
stock of the Corporation and such other securities or property as may become the subject of awards under this Plan, or may become
subject to such awards, pursuant to an adjustment made under Section 7.1.



 


		4.2	Share Limits. Subject to Section 7.1, the maximum number of shares of Common Stock
that may be delivered pursuant to awards granted to Eligible Persons under this Plan (the “Share Limit”) is
equal to:



 


		(1)	19,200,000 shares of
Common Stock, less



 


		(2)	The number of any shares subject to awards granted under the Corporation’s
2012 Performance Incentive Plan (the “2012 Plan”) on or after March 31, 2017. 



 






    3


     


    




 


Shares issued
in respect of any “Full-Value Award” granted under this Plan shall be counted against the foregoing Share Limit as
1.5 shares for every one share issued in connection with such award (the “Full-Value Award Ratio”). (For example, if
a stock bonus of 100 shares of Common Stock is granted under this Plan, 150 shares shall be charged against the Share Limit in
connection with that award.) For this purpose, a “Full-Value Award” means any award under this Plan that is not a stock
option grant or a stock appreciation right grant.


 


The following limits also apply
with respect to awards granted under this Plan:


 


		(a)	The maximum number of shares of Common Stock that may be delivered pursuant to options qualified as incentive stock options
granted under this Plan is 19,200,000 shares.



 


		(b)	The maximum number of shares of Common Stock subject to options and stock appreciation rights that are granted during any calendar
year to any individual under this Plan is 3,000,000 shares.



 


		(c)	Additional limits with respect to performance-based awards are set forth in Section 5.2.2.



 


		(d)	The aggregate value of cash compensation and the grant date fair value (computed in accordance with generally accepted accounting
principles) of shares of Common Stock that may be paid or granted during any calendar year to any non-employee director shall not
exceed $1,200,000 for existing non-employee directors and $2,200,000 for new non-employee directors.



 


Each of the foregoing numerical limits is subject
to adjustment as contemplated by Section 4.3, Section 7.1, and Section 8.10.


 


		4.3	Awards Settled in Cash, Reissue of Awards and Shares. Except as provided in the next
sentence, shares that are subject to or underlie awards granted under this Plan or the 2012 Plan, the Corporation’s 2008 Equity
Incentive Plan, the Corporation’s 2000 Non-Officer Equity Incentive Plan, or the Corporation’s 2000 Equity Incentive Plan (collectively,
the “Prior Plans”), which expire or for any reason are cancelled or terminated, are forfeited, fail to vest,
or for any other reason are not paid or delivered under this Plan or a Prior Plan shall again be available for subsequent awards
under this Plan (with any such shares increasing the Share Limit based on the Full-Value Award Ratio specified in Section 4.2
or, with respect to awards granted under a Prior Plan, the Full-Value Award Ratio as specified in such Prior Plan). Shares that
are exchanged by a participant or withheld by the Corporation as full or partial payment in connection with any award under this
Plan, as well as any shares exchanged by a participant or withheld by the Corporation or one of its Subsidiaries to satisfy the
tax withholding obligations related to any award, shall not be available for subsequent awards under this Plan. To the extent that
an award granted under this Plan or a Prior Plan is settled in cash or a form other than shares of Common Stock, the shares that
would have been delivered had there been no such cash or other settlement shall again be available for subsequent awards under
this Plan (with any such shares increasing the Share Limit based on the Full-Value Award Ratio specified in Section 4.2 or,
with respect to awards granted under a Prior Plan, the Full-Value Award Ratio as specified in such Prior Plan). In the event that
shares of Common Stock are delivered in respect of a dividend equivalent right granted under this Plan, the number of shares delivered
with respect to the award shall be counted against the share limits of this Plan (including, for purposes of clarity, the limits
of Section 4.2 of this Plan). (For purposes of clarity, if 1,000 dividend equivalent rights are granted and outstanding when
the Corporation pays a dividend, and 50 shares are delivered in payment of those rights with respect to that dividend, 75 shares
(after giving effect to the Full-Value Award premium counting rules) shall be counted against the share limits of this Plan). To
the extent that shares of Common Stock are delivered pursuant to the exercise of a stock appreciation right or stock option granted
under this Plan, the number of underlying shares as to which the exercise related shall be counted against the applicable share
limits under Section 4.2, as opposed to only counting the shares issued. (For purposes of clarity, if a stock appreciation
right relates to 100,000 shares and is exercised at a time when the payment due to the participant is 15,000 shares, 100,000 shares
shall be charged against the applicable share limits under Section 4.2 with respect to such exercise.) Refer to Section 8.10
for application of the foregoing share limits with respect to assumed awards.



 






    4


     


    




 


		4.4	Reservation of Shares; No Fractional Shares; Minimum Issue. The Corporation shall
at all times reserve a number of shares of Common Stock sufficient to cover the Corporation’s obligations and contingent
obligations to deliver shares with respect to awards then outstanding under this Plan (exclusive of any dividend equivalent obligations
to the extent the Corporation has the right to settle such rights in cash). No fractional shares shall be delivered under this
Plan. The Administrator may pay cash in lieu of any fractional shares in settlements of awards under this Plan. The Administrator
may from time to time impose a limit (of not greater than 100 shares) on the minimum number of shares that may be purchased or
exercised as to awards granted under this Plan unless (as to any particular award) the total number purchased or exercised is the
total number at the time available for purchase or exercise under the award.



 


		5.	AWARDS



 


		5.1	Type and Form of Awards. The Administrator shall determine the type or types of award(s)
to be made to each selected Eligible Person. Awards may be granted singly, in combination or in tandem. Awards also may be made
in combination or in tandem with, in replacement of, as alternatives to, or as the payment form for grants or rights under any
other employee or compensation plan of the Corporation or one of its Subsidiaries. The types of awards that may be granted under
this Plan are (subject, in each case, to the no repricing provisions of Section 3.2):



 


5.1.1       Stock Options. A stock option is the grant of a right to purchase a specified number of shares
of Common Stock during a specified period as determined by the Administrator. An option may be intended as an incentive stock option
within the meaning of Section 422 of the Code (an “ISO”) or a nonqualified stock option (an option not
intended to be an ISO). The award agreement for an option will indicate if the option is intended as an ISO. Each option, or portion
thereof, that is not an ISO, shall be a nonqualified stock option. The maximum term of each option (ISO or nonqualified) shall
be eight (8) years. The per share exercise price for each option shall be not less than 100% of the fair market value of a
share of Common Stock on the date of grant of the option. When an option is exercised, the exercise price for the shares to be
purchased shall be paid in full in cash or such other method permitted by the Administrator consistent with Section 5.5.


 


5.1.2       Additional Rules Applicable to ISOs. To the extent that the aggregate fair market value (determined
at the time of grant of the applicable option) of stock with respect to which ISOs first become exercisable by a participant in
any calendar year exceeds $100,000, taking into account both Common Stock subject to ISOs under this Plan and stock subject to
ISOs under all other plans of the Corporation or one of its Subsidiaries (or any parent or predecessor corporation to the extent
required by and within the meaning of Section 422 of the Code and the regulations promulgated thereunder), such options shall
be treated as nonqualified stock options. In reducing the number of options treated as ISOs to meet the $100,000 limit, the most
recently granted options shall be reduced first. To the extent a reduction of simultaneously granted options is necessary to meet
the $100,000 limit, the Administrator may, in the manner and to the extent permitted by law, designate which shares of Common Stock
are to be treated as shares acquired pursuant to the exercise of an ISO. ISOs may only be granted to employees of the Corporation
or one of its subsidiaries (for this purpose, the term “subsidiary” is used as defined in Section 424(f) of the
Code, which generally requires an unbroken chain of ownership of at least 50% of the total combined voting power of all classes
of stock of each subsidiary in the chain beginning with the Corporation and ending with the subsidiary in question). There shall
be imposed in any award agreement relating to ISOs such other terms and conditions as from time to time are required in order that
the option be an “incentive stock option” as that term is defined in Section 422 of the Code. No ISO may be granted
to any person who, at the time the option is granted, owns (or is deemed to own under Section 424(d) of the Code) shares of
outstanding Common Stock possessing more than 10% of the total combined voting power of all classes of stock of the Corporation,
unless the exercise price of such option is at least 110% of the fair market value of the stock subject to the option and such
option by its terms is not exercisable after the expiration of five years from the date such option is granted.


 


5.1.3       Stock Appreciation Rights. A stock appreciation right or “SAR” is a right to
receive a payment, in cash and/or Common Stock (as specified in the applicable award agreement), equal to the excess of the fair
market value of a specified number of shares of Common Stock on the date the SAR is exercised over the “base price”
of the award, which base price shall be set forth in the applicable award agreement and shall be not less than 100% of the fair
market value of a share of Common Stock on the date of grant of the SAR. The maximum term of a SAR shall be eight (8) years.


 






    5


     


    




 


5.1.4       Other Awards; Dividend Equivalent Rights. The other types of awards that may be granted under this
Plan include: (a) stock bonuses, restricted stock, performance stock, stock units, phantom stock or similar rights to purchase
or acquire shares, whether at a fixed or variable price or ratio related to the Common Stock, upon the passage of time, the occurrence
of one or more events, or the satisfaction of performance criteria or other conditions, or any combination thereof; (b) any
similar securities with a value derived from the value of or related to the Common Stock and/or returns thereon; or (c) cash
awards. Dividend equivalent rights may be granted as a separate award or in connection with another award under this Plan; provided,
however, that dividend equivalent rights may not be granted in connection with a stock option or SAR granted under this Plan. Notwithstanding
anything in the Plan or an award agreement to the contrary, any dividends and/or dividend equivalents as to the unvested portion
of an award (including, without limitation, a restricted stock award) will be subject to termination and forfeiture to the same
extent as the corresponding portion of the award to which they relate.


 


		5.2	Performance-Based Awards. The grant, vesting, exercisability or payment of performance-based
awards shall depend on the degree of achievement of one or more performance goals relative to a pre-established targeted level
or levels using one or more of the Business Criteria set forth below (on an absolute or relative (including, without limitation,
relative to the performance of other companies or upon comparisons of any of the indicators of performance relative to other companies)
basis) for the Corporation on a consolidated basis or for one or more of the Corporation’s subsidiaries, segments, divisions
or business units, or any combination of the foregoing.



 


5.2.1       Performance Goals. The specific performance goals for performance-based awards may be, on an absolute
or relative basis, established based on one or more of the following business criteria (“Business Criteria”)
as selected by the Administrator in its sole discretion: earnings per share; cash flow (which means cash and cash equivalents derived
from either net cash flow from operations or net cash flow from operations, financing and investing activities); working capital;
stock price; total stockholder return; revenue; gross profit; operating income; net earnings (before or after interest, taxes,
depreciation and/or amortization); gross margin; operating margin; net margin; return on equity or on assets or on net investment;
cost containment or reduction; regulatory submissions or approvals; manufacturing production; completion of strategic partnerships;
research milestones; any other measure selected by the Administrator or any combination thereof. As applicable, these terms are
used as applied under generally accepted accounting principles or in the financial reporting of the Corporation or of its Subsidiaries.
The applicable performance goals may be applied on a pre- or post-tax basis and may be adjusted to include or exclude determinable
components of any performance goal, including, without limitation, foreign exchange gains and losses, asset write-downs, acquisitions
and divestitures, change in fiscal year, unbudgeted capital expenditures, special charges such as restructuring or impairment charges,
debt refinancing costs, extraordinary or noncash items, unusual, infrequently occurring, nonrecurring or one-time events affecting
the Corporation or its financial statements or changes in law or accounting principles (“Adjustment Events”).
The applicable performance measurement period may not be less than three months nor more than 10 years.


 


5.2.2       Form of Payment; Maximum Performance-Based Award. Grants or awards under this Section 5.2
may be paid in cash or shares of Common Stock or any combination thereof. The maximum number of shares of Common Stock which may
be subject to performance-based awards (including performance-based awards payable in shares of Common Stock and performance-based
awards payable in cash where the amount of cash payable upon or following vesting of the award is determined with reference to
the fair market value of a share of Common Stock at such time) that are granted to any one participant in any one calendar year
shall not exceed 3,000,000 shares, either individually or in the aggregate, subject to adjustment as provided in Section 7.1;
provided that this limit shall not apply to Options and SARs (which are covered by the limit of Section 4.2(b)). The aggregate
amount of compensation to be paid to any one participant in respect of all performance-based awards payable only in cash (excluding
cash awards covered by the preceding sentence where the cash payment is determined with reference to the fair market value of a
share of Common Stock upon or following the vesting of the award) and granted to that participant in any one calendar year shall
not exceed $5,000,000.


 






    6


     


    




 


5.2.3       Certification of Payment. Before any performance-based award is paid under this Section 5.2,
the Administrator must certify in writing that the performance target(s) and any other material terms of the Performance-Based
Award were in fact timely satisfied.


 


5.2.4       Reservation of Discretion. The Administrator will have the discretion to determine the restrictions
or other limitations of the individual awards granted under this Section 5.2 including the authority to reduce awards, payouts
or vesting or to pay no awards, in its sole discretion, if the Administrator preserves such authority at the time of grant by language
to this effect in its authorizing resolutions or otherwise.


 


		5.3	Award Agreements. Each award shall be evidenced by either (1) a written award
agreement in a form approved by the Administrator and executed by the Corporation by an officer duly authorized to act on its behalf,
or (2) an electronic notice of award grant in a form approved by the Administrator and recorded by the Corporation (or its
designee) in an electronic recordkeeping system used for the purpose of tracking award grants under this Plan generally (in each
case, an “award agreement”), as the Administrator may provide and, in each case and if required by the Administrator,
executed or otherwise electronically accepted by the recipient of the award in such form and manner as the Administrator may require.
The Administrator may authorize any officer of the Corporation (other than the particular award recipient) to execute any or all
award agreements on behalf of the Corporation. The award agreement shall set forth the material terms and conditions of the award
as established by the Administrator consistent with the express limitations of this Plan. Notwithstanding anything contained herein
to the contrary, the Administrator may approve an award agreement that, upon the termination of a participant’s employment
or service, provides that, or may, in its sole discretion based on a review of all relevant facts and circumstances, otherwise
take action regarding an award agreement such that (i) any or all outstanding stock options and SARs shall become exercisable in
part or in full, (ii) all or a portion of the restriction or vesting period applicable to any outstanding award shall lapse, (iii)
all or a portion of the performance measurement period applicable to any outstanding award shall lapse and (iv) the performance
goals applicable to any outstanding award (if any) shall be deemed to be satisfied at the target, maximum or any other interim
level.



 


		5.4	Deferrals and Settlements. Payment of awards may be in the form of cash, Common Stock,
other awards or combinations thereof as the Administrator shall determine, and with such restrictions as it may impose. The Administrator
may also require or permit participants to elect to defer the issuance of shares or the settlement of awards in cash under such
rules and procedures as it may establish under this Plan. The Administrator may also provide that deferred settlements include
the payment or crediting of interest or other earnings on the deferral amounts, or the payment or crediting of dividend equivalents
where the deferred amounts are denominated in shares.



 


		5.5	Consideration for Common Stock or Awards. The purchase price for any award granted
under this Plan or the Common Stock to be delivered pursuant to an award, as applicable, may be paid by means of any lawful consideration
as determined by the Administrator, including, without limitation, one or a combination of the following methods:



 


		●	services rendered by the recipient of such award;



 


		●	cash, check payable to the order of the Corporation, or electronic funds transfer;



 


		●	notice and third party payment in such manner as may be authorized by the Administrator;



 


		●	the delivery of previously owned shares of Common Stock;



 


		●	by a reduction in the number of shares otherwise deliverable pursuant to the award; or



 






    7


     


    




 


		●	subject to such procedures as the Administrator may adopt, pursuant to a “cashless exercise” with a third party
who provides financing for the purposes of (or who otherwise facilitates) the purchase or exercise of awards.



 


In no event shall any shares newly-issued by the Corporation
be issued for less than the minimum lawful consideration for such shares or for consideration other than consideration permitted
by applicable state law. Shares of Common Stock used to satisfy the exercise price of an option shall be valued at their fair market
value on the date of exercise. The Corporation will not be obligated to deliver any shares unless and until it receives full payment
of the exercise or purchase price therefor and any related withholding obligations under Section 8.5 and any other conditions
to exercise or purchase have been satisfied.


 


		5.6	Definition of Fair Market Value. For purposes of this Plan, “fair market value”
shall mean the closing price (in regular trading) for a share of Common Stock on the NASDAQ Stock Market (the “Market”)
for the date in question or, if no sales of Common Stock were reported on the Market on that date, the closing price (in regular
trading) for a share of Common Stock on the Market for the next preceding day on which sales of Common Stock were reported on the
Market. The Administrator may, however, provide with respect to one or more awards that the fair market value shall equal the closing
price (in regular trading) for a share of Common Stock on the Market on the last trading day preceding the date in question or
the average of the high and low trading prices of a share of Common Stock on the Market for the date in question or the most recent
trading day. If the Common Stock is no longer listed or is no longer actively traded on the Market as of the applicable date, the
fair market value of the Common Stock shall be the value as reasonably determined by the Administrator for purposes of the award
in the circumstances. The Administrator also may adopt a different methodology for determining fair market value with respect to
one or more awards if a different methodology is necessary or advisable to secure any intended favorable tax, legal or other treatment
for the particular award(s) (for example, and without limitation, the Administrator may provide that fair market value for purposes
of one or more awards will be based on an average of closing prices (or the average of high and low daily trading prices) for a
specified period preceding the relevant date).



 


		5.7	Transfer Restrictions. 



 


5.7.1       Limitations on Exercise and Transfer. Unless otherwise expressly provided in (or pursuant to) this
Section 5.7 or required by applicable law: (a) all awards are non-transferable and shall not be subject in any manner
to sale, transfer, anticipation, alienation, assignment, pledge, encumbrance or charge; (b) awards shall be exercised only
by the participant; and (c) amounts payable or shares issuable pursuant to any award shall be delivered only to (or for the
account of) the participant.


 


5.7.2       Exceptions. The Administrator may permit awards to be exercised by and paid to, or otherwise transferred
to, other persons or entities pursuant to such conditions and procedures, including limitations on subsequent transfers, as the
Administrator may, in its sole discretion, establish in writing. Any permitted transfer shall be subject to compliance with applicable
federal and state securities laws and shall not be for value (other than nominal consideration, settlement of marital property
rights, or for interests in an entity in which more than 50% of the voting interests are held by the Eligible Person or by the
Eligible Person’s family members).


 


5.7.3       Further Exceptions to Limits on Transfer. The exercise and transfer restrictions in Section 5.7.1
shall not apply to:


 


		(a)	transfers to the Corporation (for example, in connection with the expiration or termination of
the award);



 


		(b)	the designation of a beneficiary to receive benefits in the event of the participant’s death
or, if the participant has died, transfers to or exercise by the participant’s beneficiary, or, in the absence of a validly
designated beneficiary, transfers by will or the laws of descent and distribution;



 






    8


     


    




 


		(c)	subject to any applicable limitations on ISOs, transfers to a family member (or former family member)
pursuant to a domestic relations order if approved or ratified by the Administrator;



 


		(d)	if the participant has suffered a disability, permitted transfers or exercises on behalf of the
participant by his or her legal representative; or



 


		(e)	the authorization by the Administrator of “cashless exercise” procedures with third
parties who provide financing for the purpose of (or who otherwise facilitate) the exercise of awards consistent with applicable
laws and the express authorization of the Administrator.



 


		5.8	International Awards. One or more awards may be granted to Eligible Persons who provide
services to the Corporation or one of its Subsidiaries outside of the United States. Any awards granted to such persons may be
granted pursuant to the terms and conditions of any applicable sub-plans, if any, appended to this Plan and approved by the Administrator.



 


		6.	EFFECT OF TERMINATION OF EMPLOYMENT OR SERVICE ON AWARDS



 


		6.1	General. The Administrator shall establish the effect of a termination of employment
or service on the rights and benefits under each award under this Plan and in so doing may make distinctions based upon, inter
alia, the cause of termination and type of award. If the participant is not an employee of the Corporation or one of its Subsidiaries
and provides other services to the Corporation or one of its Subsidiaries, the Administrator shall be the sole judge for purposes
of this Plan (unless a contract or the award otherwise provides) of whether the participant continues to render services to the
Corporation or one of its Subsidiaries and the date, if any, upon which such services shall be deemed to have terminated.



 


		6.2	Events Not Deemed Terminations of Service. Unless the express policy of the Corporation
or one of its Subsidiaries, or the Administrator, otherwise provides, the employment relationship shall not be considered terminated
in the case of (a) sick leave, (b) military leave, or (c) any other leave of absence authorized by the Corporation
or one of its Subsidiaries, or the Administrator; provided that, unless reemployment upon the expiration of such leave is guaranteed
by contract or law or the Administrator otherwise provides, such leave is for a period of not more than three months (or such other
period of time as required by applicable law). In the case of any employee of the Corporation or one of its Subsidiaries on an
approved leave of absence, continued vesting of the award while on leave from the employ of the Corporation or one of its Subsidiaries
may be suspended until the employee returns to service, unless the Administrator otherwise provides or applicable law (including
Section 409A of the Code) otherwise requires. In no event shall an award be exercised after the expiration of the term set forth
in the applicable award agreement.



 


		6.3	Effect of Change of Subsidiary Status. For purposes of this Plan and any award, if
an entity ceases to be a Subsidiary of the Corporation a termination of employment or service shall be deemed to have occurred
with respect to each Eligible Person in respect of such Subsidiary who does not continue as an Eligible Person in respect of the
Corporation or another Subsidiary that continues as such after giving effect to the transaction or other event giving rise to the
change in status unless the Subsidiary that is sold, spun-off or otherwise divested (or its successor or a direct or indirect parent
of such Subsidiary or successor) assumes the Eligible Person’s award(s) in connection with such transaction.



 


		7.	ADJUSTMENTS; ACCELERATION



 


		7.1	Adjustments. Subject to Section 7.2, upon (or, as may be necessary to effect
the adjustment, immediately prior to): any reclassification, recapitalization, stock split (including a stock split in the form
of a stock dividend) or reverse stock split; any merger, combination, consolidation, or other reorganization; any spin-off, split-up,
or similar extraordinary dividend distribution in respect of the Common Stock; or any exchange of Common Stock or other securities
of the Corporation, or any similar, unusual or extraordinary corporate transaction in respect of the Common Stock; then the Administrator
shall equitably and proportionately adjust (1) the number and type of shares of Common Stock (or other securities) that thereafter
may be made the subject of awards (including the specific share limits, maximums and numbers of shares set forth elsewhere in this
Plan), (2) the number, amount and type of shares of Common Stock (or other securities or property) subject to any outstanding
awards, (3) the grant, purchase, or exercise price (which term includes the base price of any SAR or similar right) of any
outstanding awards, and/or (4) the securities, cash or other property deliverable upon exercise or payment of any outstanding
awards, in each case to the extent necessary to preserve (but not increase) the level of incentives intended by this Plan and the
then-outstanding awards.



 






    9


     


    




 


Unless otherwise expressly provided in the applicable
award agreement, upon (or, as may be necessary to effect the adjustment, immediately prior to) any event or transaction described
in the preceding paragraph or a sale of all or substantially all of the business or assets of the Corporation as an entirety, the
Administrator shall equitably and proportionately adjust the performance standards applicable to any then-outstanding performance-based
awards to the extent necessary to preserve (but not increase) the level of incentives intended by this Plan and the then-outstanding
performance-based awards.


 


It is intended that, if possible, any adjustments
contemplated by the preceding two paragraphs be made in a manner that satisfies applicable U.S. legal, tax (including, without
limitation and as applicable in the circumstances, Section 424 of the Code and Section 409A of the Code) and accounting
(so as to not trigger any charge to earnings with respect to such adjustment) requirements.


 


Without limiting the generality of Section 3.3,
any good faith determination by the Administrator as to whether an adjustment is required in the circumstances pursuant to this
Section 7.1, and the extent and nature of any such adjustment, shall be conclusive and binding on all persons.


 


		7.2	Change in Control—Assumption and Termination of Awards. Upon the occurrence
of a Change in Control, then the Administrator may make provision for a cash payment in settlement of, or for the termination,
assumption, substitution or exchange of any or all outstanding share-based awards or the cash, securities or property deliverable
to the holder of any or all outstanding share-based awards, based upon, to the extent relevant under the circumstances, the distribution
or consideration payable to holders of the Common Stock upon or in respect of such Change in Control. Upon the occurrence of a
Change in Control, then, unless the Administrator has made a provision for the substitution, assumption, exchange or other continuation
or settlement of the award or (unless the Administrator has provided for the termination of the award) the award would otherwise
continue in accordance with its terms in the circumstances: (1) unless otherwise provided in the applicable award agreement,
each then-outstanding option and SAR shall become fully vested, all shares of restricted stock then outstanding shall fully vest
free of restrictions, and each other award granted under this Plan that is then outstanding shall become payable to the holder
of such award; and (2) each award shall terminate upon the Change in Control; provided that the holder of an option or SAR
shall be given reasonable advance notice of the impending termination and a reasonable opportunity to exercise his or her outstanding
vested options and SARs (after giving effect to any accelerated vesting required in the circumstances) in accordance with their
terms before the termination of such awards (except that in no case shall more than ten days’ notice of the impending termination
be required and any acceleration of vesting and any exercise of any portion of an award that is so accelerated may be made contingent
upon the actual occurrence of the Change in Control).



 


The Administrator may adopt such valuation methodologies
for outstanding awards as it deems reasonable in the event of a cash or property settlement and, in the case of options, SARs or
similar rights, but without limitation on other methodologies, may base such settlement solely upon the excess (if any) of the
per share amount payable upon or in respect of such Change in Control over the exercise or base price of the award.


 


Subject to applicable law, in the event of a Change
in Control, the Administrator may take such action contemplated by this Section 7.2 prior to such Change in Control (as opposed
to on the occurrence of such Change in Control) to the extent that the Administrator deems the action necessary to permit the participant
to realize the benefits intended to be conveyed with respect to the underlying shares. Without limiting the generality of the foregoing,
the Administrator may deem an acceleration to occur immediately prior to the Change in Control and, in such circumstances, will
reinstate the original terms of the award if an event giving rise to an acceleration does not occur.


 






    10


     


    




 


Without limiting the generality of Section 3.3,
any good faith determination by the Administrator pursuant to its authority under this Section 7.2 shall be conclusive and
binding on all persons.


 


		7.3	Other Acceleration Rules. The Administrator may override the provisions of Section 7.2
by express provision in the award agreement and may accord any Eligible Person a right, subject to Section 409A of the Code, to
refuse any acceleration, whether pursuant to the award agreement or otherwise, in such circumstances as the Administrator may approve.
The portion of any ISO accelerated in connection with an event referred to in Section 7.2 (or such other circumstances as
may trigger accelerated vesting of the award) shall remain exercisable as an ISO only to the extent the applicable $100,000 limitation
on ISOs is not exceeded. To the extent exceeded, the accelerated portion of the option shall be exercisable as a nonqualified stock
option under the Code.



 


		7.4	Definition of Change in Control. With respect to a particular award granted under
this Plan, a “Change in Control” shall be deemed to have occurred as of the first day, after the date of grant of the
particular award, that any one or more of the following conditions shall have been satisfied:



 


		(a)	The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3)
or 14(d)(2) of the Exchange Act (a “Person”)) of beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of more than 30% of either (1) the then-outstanding shares of common stock of the Corporation (the
“Outstanding Company Common Stock”) or (2) the combined voting power of the then-outstanding voting securities
of the Corporation entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”);
provided, however, that, for purposes of this clause (a), the following acquisitions shall not constitute a Change in Control Event;
(A) any acquisition directly from the Corporation, (B) any acquisition by the Corporation, (C) any acquisition by
any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any affiliate of the Corporation or
a successor, or (D) any acquisition by any entity pursuant to a transaction that complies with Sections (c)(1), (2) and
(3) below;



 


		(b)	Individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”)
cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director
subsequent to the Effective Date whose election, or nomination for election by the Corporation’s stockholders, was approved
by a vote of at least two-thirds of the directors then comprising the Incumbent Board (including for these purposes, the new members
whose election or nomination was so approved, without counting the member and his predecessor twice) shall be considered as though
such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption
of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or
other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board;



 


		(c)	Consummation of a reorganization, merger, statutory share exchange or consolidation or similar
corporate transaction involving the Corporation or any of its Subsidiaries, a sale or other disposition of all or substantially
all of the assets of the Corporation, or the acquisition of assets or stock of another entity by the Corporation or any of its
Subsidiaries (each, a “Business Combination”), in each case unless, following such Business Combination, (1) all
or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and
the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly,
more than 50% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities
entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination
(including, without limitation, an entity that, as a result of such transaction, owns the Corporation or all or substantially all
of the Corporation’s assets directly or through one or more subsidiaries (a “Parent”)) in substantially
the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock
and the Outstanding Company Voting Securities, as the case may be, (2) no Person (excluding any entity resulting from such
Business Combination or a Parent or any employee benefit plan (or related trust) of the Corporation or such entity resulting from
such Business Combination or Parent) beneficially owns, directly or indirectly, more than 30% of, respectively, the then-outstanding
shares of common stock of the entity resulting from such Business Combination or the combined voting power of the then-outstanding
voting securities of such entity, except to the extent that the ownership in excess of 30% existed prior to the Business Combination,
and (3) at least a majority of the members of the board of directors or trustees of the entity resulting from such Business
Combination or a Parent were members of the Incumbent Board at the time of the execution of the initial agreement or of the action
of the Board providing for such Business Combination; or



 






    11


     


    




 


		(d)	Approval by the stockholders of the Corporation of a complete liquidation or dissolution of the
Corporation other than in the context of a transaction that does not constitute a Change in Control under clause (c) above.



 


		8.	OTHER PROVISIONS



 


		8.1	Compliance with Laws. This Plan, the granting and vesting of awards under this Plan,
the offer, issuance and delivery of shares of Common Stock, and/or the payment of money under this Plan or under awards are subject
to compliance with all applicable federal and state laws, rules and regulations (including but not limited to state and federal
securities law and federal margin requirements) and to such approvals by any listing, regulatory or governmental authority as may,
in the opinion of counsel for the Corporation, be necessary or advisable in connection therewith. The person acquiring any securities
under this Plan will, if requested by the Corporation or one of its Subsidiaries, provide such assurances and representations to
the Corporation or one of its Subsidiaries as the Administrator may deem necessary or desirable to assure compliance with all applicable
legal and accounting requirements.



 


		8.2	No Rights to Award. No person shall have any claim or rights to be granted an award
(or additional awards, as the case may be) under this Plan, subject to any express contractual rights (set forth in a document
other than this Plan) to the contrary.



 


		8.3	No Employment/Service Contract. Nothing contained in this Plan (or in any other documents
under this Plan or in any award) shall confer upon any Eligible Person or other participant any right to continue in the employ
or other service of the Corporation or one of its Subsidiaries, constitute any contract or agreement of employment or other service
or affect an employee’s status as an employee at will, nor shall interfere in any way with the right of the Corporation or
one of its Subsidiaries to change a person’s compensation or other benefits, or to terminate his or her employment or other
service, with or without cause. Nothing in this Section 8.3, however, is intended to adversely affect any express independent
right of such person under a separate employment or service contract other than an award agreement.



 


		8.4	Plan Not Funded. Awards payable under this Plan shall be payable in shares or from
the general assets of the Corporation, and no special or separate reserve, fund or deposit shall be made to assure payment of such
awards. No participant, beneficiary or other person shall have any right, title or interest in any fund or in any specific asset
(including shares of Common Stock, except as expressly otherwise provided) of the Corporation or one of its Subsidiaries by reason
of any award hereunder. Neither the provisions of this Plan (or of any related documents), nor the creation or adoption of this
Plan, nor any action taken pursuant to the provisions of this Plan shall create, or be construed to create, a trust of any kind
or a fiduciary relationship between the Corporation or one of its Subsidiaries and any participant, beneficiary or other person.
To the extent that a participant, beneficiary or other person acquires a right to receive payment pursuant to any award hereunder,
such right shall be no greater than the right of any unsecured general creditor of the Corporation.



 






    12


     


    




 


		8.5	Tax Withholding. Upon any exercise, vesting, or payment of any award, or upon the
disposition of shares of Common Stock acquired pursuant to the exercise of an ISO prior to satisfaction of the holding period requirements
of Section 422 of the Code, or upon any other tax withholding event with respect to any award, the Corporation or one of its
Subsidiaries shall have the right at its option to:



 


		(a)	require the participant (or the participant’s personal representative or beneficiary, as
the case may be) to pay or provide for payment of at least the minimum amount of any taxes which the Corporation or one of its
Subsidiaries may be required to withhold with respect to such award event or payment; or



 


		(b)	deduct from any amount otherwise payable in cash (whether related to the award or otherwise) to
the participant (or the participant’s personal representative or beneficiary, as the case may be) the minimum amount of any
taxes which the Corporation or one of its Subsidiaries may be required to withhold with respect to such award event or payment.



 


In any case where a tax is required to be withheld
in connection with the delivery of shares of Common Stock under this Plan, the Administrator may in its sole discretion (subject
to Section 8.1) require or grant (either at the time of the award or thereafter) to the participant the right to elect, pursuant
to such rules and subject to such conditions as the Administrator may establish, that the Corporation reduce the number of shares
to be delivered by (or otherwise reacquire) the appropriate number of shares, valued in a consistent manner at their fair market
value or at the sales price in accordance with authorized procedures for cashless exercises, necessary to satisfy the applicable
withholding obligation on exercise, vesting or payment. Shares of Common Stock to be delivered or withheld may not have an aggregate
Fair Market Value in excess of the amount determined by applying the minimum statutory withholding rate (or, if permitted by the
Corporation, such other rate as will not cause adverse accounting consequences under generally accepted accounting principles then
in effect). Any fraction of a share of Common Stock which would be required to satisfy such an obligation shall be disregarded
and the remaining amount due shall be paid in cash by the holder.


 


		8.6	Effective Date, Termination and Suspension, Amendments. 



 


8.6.1      Effective Date. This Plan is effective as of March 28, 2017, the date of its approval by the Board
(the “Effective Date”). This Plan shall be submitted for and subject to stockholder approval no later
than twelve months after the Effective Date. Upon such stockholder approval, no further awards shall be granted under any Prior
Plan. Unless earlier terminated by the Board, this Plan shall terminate at the close of business on the day before the tenth anniversary
of the Effective Date. After the termination of this Plan either upon such stated expiration date or its earlier termination by
the Board, no additional awards may be granted under this Plan, but previously granted awards (and the authority of the Administrator
with respect thereto, including the authority to amend such awards) shall remain outstanding in accordance with their applicable
terms and conditions and the terms and conditions of this Plan.


 


8.6.2      Board Authorization. The Board may, at any time, terminate or, from time to time, amend, modify
or suspend this Plan, in whole or in part. No awards may be granted during any period that the Board suspends this Plan.


 


8.6.3      Stockholder Approval. To the extent then required by applicable law or any applicable listing agency
or required under Sections 422 or 424 of the Code to preserve the intended tax consequences of this Plan, or deemed necessary or
advisable by the Board, any amendment to this Plan shall be subject to stockholder approval.


 


8.6.4      Amendments to Awards. Without limiting any other express authority of the Administrator under (but
subject to) the express limits of this Plan, the Administrator by agreement or resolution may waive conditions of or limitations
on awards to participants that the Administrator in the prior exercise of its discretion has imposed, without the consent of a
participant, and (subject to the requirements of Sections 3.2 and 8.6.5) may make other changes to the terms and conditions of
awards. Any amendment or other action that would constitute a repricing of an award is subject to the limitations set forth in
Section 3.2.


 






    13


     


    




 


8.6.5      Limitations on Amendments to Plan and Awards. No amendment, suspension or termination of this Plan
or amendment of any outstanding award agreement shall, without written consent of the participant, affect in any manner materially
adverse to the participant any rights or benefits of the participant or obligations of the Corporation under any award granted
under this Plan prior to the effective date of such change. Changes, settlements and other actions contemplated by Section 7
shall not be deemed to constitute changes or amendments for purposes of this Section 8.6.


 


		8.7	Privileges of Stock Ownership. Except as otherwise expressly authorized by the Administrator,
a participant shall not be entitled to any privilege of stock ownership as to any shares of Common Stock not actually delivered
to and held of record by the participant (subject to the last sentence of Section 5.1.4). Except as expressly required by
Section 7.1 or otherwise expressly provided by the Administrator, no adjustment will be made for dividends or other rights
as a stockholder for which a record date is prior to such date of delivery.



 


		8.8	Governing Law; Construction; Severability. 



 


8.8.1      Choice of Law. This Plan, the awards, all documents evidencing awards and all other related documents
shall be governed by, and construed in accordance with the laws of the State of Delaware.


 


8.8.2      Severability. If a court of competent jurisdiction holds any provision invalid and unenforceable,
the remaining provisions of this Plan shall continue in effect.


 


8.8.3      Plan Construction.


 


		(a)	Rule 16b-3. It is the intent of the Corporation that the awards and transactions permitted
by awards be interpreted in a manner that, in the case of participants who are or may be subject to Section 16 of the Exchange
Act, qualify, to the maximum extent compatible with the express terms of the award, for exemption from matching liability under
Rule 16b-3 promulgated under the Exchange Act. Notwithstanding the foregoing, the Corporation shall have no liability to any participant
for Section 16 consequences of awards or events under awards if an award or event does not so qualify.



 


		(b)	Section 409A. It is intended that the provisions of the Plan comply with, or be exempt from,
Section 409A of the Code, and all provisions of the Plan shall be construed and interpreted in a manner consistent with the requirements
for avoiding taxes or penalties under Section 409A of the Code. If, at the time of a participant’s “separation from
service” (within the meaning of Section 409A of the Code), (i) such participant shall be a specified employee (within the
meaning of Section 409A of the Code and using the identification methodology selected by the Corporation from time to time) and
(ii) the Corporation shall make a good faith determination that an amount payable pursuant to an award constitutes deferred compensation
(within the meaning of Section 409A of the Code) the payment of which is required to be delayed pursuant to the six-month delay
rule set forth in Section 409A of the Code in order to avoid taxes or penalties under Section 409A of the Code, then the Corporation
shall not pay such amount on the otherwise scheduled payment date but shall instead pay it on the first business day after such
six-month period. Such amount shall be paid without interest, unless otherwise determined by the Administrator, in its sole discretion,
or as otherwise provided in any applicable award agreement between the Corporation and the relevant participant. Notwithstanding
any provision of the Plan to the contrary, in light of the uncertainty with respect to the proper application of Section 409A of
the Code, the Corporation reserves the right to make amendments to any award as the Corporation deems necessary or desirable to
avoid the imposition of taxes or penalties under Section 409A of the Code. In any case, a participant shall be solely responsible
and liable for the satisfaction of all taxes and penalties that may be imposed on such participant or for such participant’s
account in connection with an award (including any taxes and penalties under Section 409A of the Code), and neither the Corporation
nor any of its affiliates shall have any obligation to indemnify or otherwise hold such participant harmless from any or all of
such taxes or penalties.



 






    14


     


    




 


		8.9	Captions. Captions and headings are given to the sections and subsections of this
Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the
construction or interpretation of this Plan or any provision thereof.



 


		8.10	Stock-Based Awards in Substitution for Stock Options or Awards Granted by Other Corporation.
Awards may be granted to Eligible Persons in substitution for or in connection with an assumption of employee stock options, SARs,
restricted stock or other stock-based awards granted by other entities to persons who are or who will become Eligible Persons in
respect of the Corporation or one of its Subsidiaries, in connection with a distribution, merger or other reorganization by or
with the granting entity or an affiliated entity, or the acquisition by the Corporation or one of its Subsidiaries, directly or
indirectly, of all or a substantial part of the stock or assets of the employing entity. The awards so granted need not comply
with other specific terms of this Plan, provided the awards reflect only adjustments giving effect to the assumption or substitution
consistent with the conversion applicable to the Common Stock in the transaction and any change in the issuer of the security.
Any shares that are delivered and any awards that are granted by, or become obligations of, the Corporation, as a result of the
assumption by the Corporation of, or in substitution for, outstanding awards previously granted by an acquired company (or previously
granted by a predecessor employer (or direct or indirect parent thereof) in the case of persons that become employed by the Corporation
or one of its Subsidiaries in connection with a business or asset acquisition or similar transaction) shall not be counted against
the Share Limit or other limits on the number of shares available for issuance under this Plan.



 


		8.11	Non-Exclusivity of Plan. Nothing in this Plan shall limit or be deemed to limit the
authority of the Board or the Administrator to grant awards or authorize any other compensation, with or without reference to the
Common Stock, under any other plan or authority.



 


		8.12	No Corporate Action Restriction. The existence of this Plan, the award agreements
and the awards granted hereunder shall not limit, affect or restrict in any way the right or power of the Board or the stockholders
of the Corporation to make or authorize: (a) any adjustment, recapitalization, reorganization or other change in the capital
structure or business of the Corporation or any Subsidiary, (b) any merger, amalgamation, consolidation or change in the ownership
of the Corporation or any Subsidiary, (c) any issue of bonds, debentures, capital, preferred or prior preference stock ahead
of or affecting the capital stock (or the rights thereof) of the Corporation or any Subsidiary, (d) any dissolution or liquidation
of the Corporation or any Subsidiary, (e) any sale or transfer of all or any part of the assets or business of the Corporation
or any Subsidiary, or (f) any other corporate act or proceeding by the Corporation or any Subsidiary. No participant, beneficiary
or any other person shall have any claim under any award or award agreement against any member of the Board or the Administrator,
or the Corporation or any employees, officers or agents of the Corporation or any Subsidiary, as a result of any such action.



 


		8.13	Other Company Benefit and Compensation Programs. Payments and other benefits received
by a participant under an award made pursuant to this Plan shall not be deemed a part of a participant’s compensation for
purposes of the determination of benefits under any other employee welfare or benefit plans or arrangements, if any, provided by
the Corporation or any Subsidiary, except where the Administrator expressly otherwise provides or authorizes in writing. Awards
under this Plan may be made in addition to, in combination with, as alternatives to or in payment of grants, awards or commitments
under any other plans or arrangements of the Corporation or its Subsidiaries.



 


		8.14	Clawback Policy. The awards granted under this Plan are subject to the terms of the
Corporation’s recoupment, clawback or similar policy as it may be in effect from time to time, as well as any similar provisions
of applicable law, any of which could in certain circumstances require repayment or forfeiture of awards or any shares of Common
Stock or other cash or property received with respect to the awards (including any value received from a disposition of the shares
acquired upon payment of the awards).



 




    15