CHINA
INTERNET NATIOWIDE FINANCIAL SERVICES, INC.


2017
INCENTIVE COMPENSATION PLAN


 


1.
Establishment; Effective Date; Purposes; and Duration.


 


(a)
Establishment of the Plan; Effective Date. China Internet Nationwide Financial Services, Inc, a company duly organized
and existing under the laws of the British Virgin Islands (the “Company”), hereby establishes this incentive
compensation plan to be known as the “China Internet Nationwide Financial Services, Inc. 2017 Incentive Compensation Plan,”
as set forth in this document (the “Plan”). The Plan permits the grant of Nonqualified Stock Options, Incentive
Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Other Stock-Based Awards, Dividend Equivalents
and Cash-Based Awards. The Plan shall become effective upon the date on which the Plan is approved by the affirmative vote of
the holders of a majority of the Shares which are present or represented and entitled to vote and voted at a meeting, which approval
must occur within the period ending twelve (12) months before or after the date the Plan is adopted by the Board (the “Effective
Date”). The Plan shall remain in effect as provided in Section 1(c).


 


(b)
Purposes of the Plan. The purposes of the Plan are: (i) to enhance the Company’s and the Affiliates’ ability
to attract highly qualified personnel; (ii) to strengthen their retention capabilities; (iii) to enhance the long-term performance
and competitiveness of the Company and the Affiliates; and (iv) to align the interests of Plan participants with those of the
Company’s shareholders. To accomplish such purposes, the Plan provides that the Company may grant Nonqualified Stock Options,
Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Other Stock-Based Awards, Dividend
Equivalents and Cash-Based Awards.


 


(c)
Duration of the Plan. The Plan shall remain in effect, subject to the right of the Board of Directors to amend or terminate
the Plan at any time pursuant to Section 15, until all Shares subject to it shall have been delivered, and any restrictions on
such Shares have lapsed, pursuant to the Plan’s provisions. However, in no event may an Award be granted under the Plan
on or after ten years from the Effective Date.


 


2.
Definitions.


 


Certain
terms used herein have the definitions given to them in the first instance in which they are used. In addition, for purposes of
the Plan, the following terms are defined as set forth below:


 


(a)
“Affiliate” means (i) any Subsidiary; (ii) any Person that directly or indirectly controls, is controlled by
or is under common control with the Company; and/or (iii) to the extent provided by the Committee, any Person in which the Company
has a significant interest. The term “control” (including, with correlative meaning, the terms “controlled by”
and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power
to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting or other
securities, by contract or otherwise.


 


(b)
“Applicable Exchange” means the NASDAQ Global Market LLC or such other securities exchange or inter-dealer
quotation system as may at the applicable time be the principal market for the Shares.


 


(c)
“Award” means, individually or collectively, a grant under the Plan of Nonqualified Stock Options, Incentive
Stock Options, Stock Appreciation Rights, Restricted Stock Awards, Restricted Stock Units, Other Stock-Based Awards, Dividend
Equivalents and Cash-Based Awards.


 


(d)
“Award Agreement” means either: (a) a written agreement entered into by the Company and a Participant setting
forth the terms and provisions applicable to an Award granted under the Plan, or (b) a written or electronic statement issued
by the Company to a Participant describing the terms and provisions of such Award, including any amendment or modification thereof.
The Committee may provide for the use of electronic, internet or other non-paper Award Agreements, and the use of electronic,
internet or other non-paper means for the acceptance thereof and actions thereunder by a Participant.


 




    	 



    	 



    

 


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


 


(f)
“Beneficial Ownership” (including correlative terms) shall have the meaning given such term in Rule 13d-3 promulgated
under the Exchange Act.


 


(g)
“Cash-Based Award” means an Award, whose value is determined by the Committee, granted to a Participant, as
described in Section 11.


 


(h)
“Cause” means, unless otherwise provided in an Award Agreement, (i) “Cause” as defined in any Individual
Agreement to which the applicable Participant is a party, or (ii) if there is no such Individual Agreement or if it does not define
Cause: (A) the conviction or plea of guilty or nolo contendere of the Participant with respect to a felony (or its equivalent
in a non-United States jurisdiction); (B) breach by the Participant of a regulatory rule that adversely affects the Participant’s
ability to perform the Participant’s duties to the Company and the Subsidiaries and Affiliates; (C) any material act of
fraud or dishonesty involving the Company or an Affiliate or directly related to the Company or an Affiliate; (D) any material
breach by the Participant of any provision of any agreement (including any Award Agreement) or understanding between the Company
or an Affiliate and the Participant regarding the terms of the Participant’s service as an Employee, Director or Consultant
to the Company or an Affiliate, including the willful and continued failure or refusal of the Participant to perform the material
duties required of such Participant as an Employee, Director or Consultant of the Company or an Affiliate, other than as a result
of having a Disability, or a breach of any applicable invention assignment, confidentiality or other restrictive covenant agreement
or similar agreement between the Company or an Affiliate and the Participant or (E) willful failure by the Participant to comply
with the lawful directions or decisions of the Board, the board of directors of an Affiliate or the Participant’s supervisor
or the material policies of the Company or an Affiliate. For the purposes of the application of subsections (B), (D) and (E) above,
the Company shall provide the Participant written notice of such breach or failure, and, to the extent that such breach or failure
is susceptible to cure, the Participant shall have a ten (10) day period from the receipt of such notice (the “cure period”)
in which to cure such breach or failure; provided, however, that if such breach or failure is not reasonably capable
of being cured during such ten (10) day period, but can reasonably be cured in a period not to exceed thirty (30) days, then the
Participant shall be given such thirty (30)-day period in which to cure such breach or failure. If, by the expiration of the cure
period, the Participant has not fully cured such breach or failure, then the Participant’s Termination of Service resulting
from such breach or failure shall be for “Cause.”


 


(i)
“Change in Control” means the occurrence of any of the following:


 


(i)
an acquisition in one transaction or a series of related transactions (other than directly from the Company or pursuant to Awards
granted under the Plan or compensatory options or other similar awards granted by the Company) by any Person of any Voting Securities
of the Company, immediately after which such Person has Beneficial Ownership of fifty percent (50%) or more of either (A) the
then outstanding ordinary shares in the capital of the Company (the “Company Outstanding Ordinary Shares”)
or (B) the combined voting power of the Company’s then outstanding Voting Securities; provided, however, that
in determining whether a Change in Control has occurred pursuant to this Section 2(i)(i), Voting Securities of the Company which
are acquired in a Non-Control Acquisition shall not constitute an acquisition that would cause a Change in Control;


 


(ii)
Any time at which 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 Company’s shareholders, was
approved by a vote of at least a majority of the directors then comprising the Incumbent Board 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;


 




    	 



    	 



    

 


(iii)
the consummation of any merger, consolidation, recapitalization or reorganization involving the Company unless:


 


(A)
the Beneficial Owners of the Company Outstanding Ordinary Shares and the Company’s outstanding Voting Securities immediately
before such merger, consolidation, recapitalization or reorganization, Beneficially Own, directly or indirectly, immediately following
such merger, consolidation, recapitalization or reorganization, fifty percent (50%) or more of the then-outstanding ordinary shares
(or, for a non-corporate entity, equivalent equity interests) and the combined voting power of the then-outstanding Voting Securities
of the entity resulting from such merger, consolidation, recapitalization or reorganization (including an entity that, as a result
of such transaction, directly or indirectly, owns all or substantially all of the Company’s assets) (the “Company
Surviving Entity”) in substantially the same proportion as their ownership of the Company Outstanding Ordinary Shares
and the Voting Securities of the Company immediately before such merger, consolidation, recapitalization or reorganization; and


 


(B)
the individuals who were members of the Board immediately prior to the execution of the agreement providing for such merger, consolidation,
recapitalization or reorganization constitute at least a majority of the members of the board of directors (or, for an entity
that is not a corporation, the equivalent governing body) of the Company Surviving Entity, or an entity Beneficially Owning, directly
or indirectly, a majority of the Voting Securities of the Company Surviving Entity, and


 


(C)
no Person, other than (1) the Company, (2) any Related Entity, (3) any employee benefit plan (or any trust forming a
part thereof) that, immediately prior to such merger, consolidation, recapitalization or reorganization, was maintained by
the Company, the Company Surviving Entity, or any Related Entity or (4) any Person who, together with its Affiliates,
immediately prior to such merger, consolidation, recapitalization or reorganization had Beneficial Ownership of fifty percent
(50%) or more of the then outstanding Voting Securities of the Company, owns, together with its Affiliates, Beneficial
Ownership of fifty percent (50%) or more of the combined voting power of the Company Surviving Entity’s then
outstanding Voting Securities (a transaction described in clauses (iii)(A) through (iii)(C) above is referred to herein as a
“Non-Control Transaction”);


 


(iv)
any sale, lease, exchange, transfer or other disposition (in one transaction or a series of related transactions) of all or substantially
all of the assets or business of the Company to any Person (other than (A) a transfer or distribution in a Non-Control Acquisition,
(B) a transfer or distribution to the Company’s shareholders of the stock of a Related Entity or any other assets or (C)
a transfer or distribution to an entity fifty percent (50%) or more of the combined voting power of the Voting Securities of which
are Beneficially Owned by the Beneficial Owners of the Company’s outstanding Voting Securities in substantially the same
proportion as their ownership of the Company’s outstanding Voting Securities immediately before such transfer or distribution)
or


 


(v)
Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.


 


Solely
for purposes of this Section 2(i) and Section 2(ff), (1) “Affiliate” shall mean, with respect to any Person,
any other Person that, directly or indirectly, controls, is controlled by, or is under common control with, such Person, and (2)
“control” (including with correlative meanings, the terms “controlling,” “controlled by”
and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power
to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities
or by contract or otherwise. Any Relative (for this purpose, “Relative” means a spouse, child, parent, parent
of spouse, sibling or grandchild) of an individual shall be deemed to be an Affiliate of such individual for this purpose. None
of the Company or any Person controlled by the Company shall be deemed to be an Affiliate of any holder of Shares.


 




    	 



    	 



    

 


(j)
“Change in Control Price” means the price per Share offered in conjunction with any transaction resulting in
a Change in Control on a fully-diluted basis (as determined by the Board or the Committee as constituted before the Change in
Control, if any part of the offered price is payable other than in cash) or, in the case of a Change in Control occurring solely
by reason of a change in the composition of the Board, the highest Fair Market Value of a Share on any of the 30 trading days
immediately preceding the date on which a Change in Control occurs, provided that if the use of such highest Fair Market Value
in respect of a particular Award would cause an additional tax to be due and payable by the Participant under Section 409A of
the Code, the Board or Committee shall determine the Change in Control Price in respect of such Award in a manner that does not
have such result.


 


(k)
“Code” means the United States Internal Revenue Code of 1986, as it may be amended from time to time, including
rules and regulations promulgated thereunder and successor provisions and rules and regulations thereto.


 


(l)
“Committee” means the Compensation Committee of the Board of Directors or a subcommittee thereof, or such other
committee designated by the Board to administer the Plan.


 


(m)
“Company Surviving Entity” has the meaning provided in Section 2(i)(iii)(A).


 


(n)
“Consultant” means a consultant, advisor or other independent contractor who is a natural person (including
a natural person who provides services to the Company or an Affiliate through his or her personal services company) and performs
services for the Company or an Affiliate in a capacity other than as an Employee or Director.


 


(o)
“Director” means any individual who is a member of the Board of Directors of the Company.


 


(p)
“Disability” means (i) “Disability” as defined in the applicable Award Agreement, or any Individual
Agreement, to which the Participant is a party, or (ii) if clause (i) does not apply, (A) permanent and total disability as determined
under the Company’s, or an Affiliate’s, long-term disability plan applicable to the Participant, or (B) if there is
no such plan applicable to the Participant, “disability” as determined by the Committee (in each case, to the extent
applicable to any Award, as determined consistent with Section 22(e)(3) or 409A(a)(2)(C) of the Code).


 


(q)
“Disaffiliation” means an Affiliate’s ceasing to be an Affiliate for any reason (including as a result
of a public offering, or a spin-off or sale by the Company, of the stock of the Affiliate) or a sale of a division of the Company
or an Affiliate.


 


(r)
“Dividend Equivalent” means a right to receive the equivalent value (in cash or Shares) of dividends that would
otherwise be paid on the Shares subject to an Award but that have not been issued or delivered, awarded under Section 10.


 


(s)
“Effective Date” shall have the meaning ascribed to such term in Section 1(a).


 


(t)
“Eligible Individual” means any Employee, Non-Employee Director or Consultant, and any prospective Employee
and Consultant who has accepted an offer of employment or consultancy from the Company or any Affiliate.


 


(u)
“Employee” means any person designated as an employee of the Company and/or an Affiliate on the payroll records
thereof. An Employee shall not include any individual during any period he or she is classified or treated by the Company or an
Affiliate as an independent contractor, a consultant, or any employee of an employment, consulting, or temporary agency or any
other entity other than the Company and/or an Affiliate without regard to whether such individual is subsequently determined to
have been, or is subsequently retroactively reclassified as a common-law employee of the Company and/or an Affiliate during such
period. For the avoidance of doubt, a Director who would otherwise be an “Employee” within the meaning of this Section
2(u) shall be considered an Employee for purposes of the Plan.


 




    	 



    	 



    

 


(v)
“Exchange Act” means the United States Securities Exchange Act of 1934, as it may be amended from time to time,
including the rules and regulations promulgated thereunder and successor provisions and rules and regulations thereto.


 


(w)
“Fair Market Value” means, if the Shares are listed on a national securities exchange, as of any given date,
the closing price for a Share on such date on the Applicable Exchange, or if Shares were not traded on the Applicable Exchange
on such measurement date, then on the next preceding date on which Shares are traded, all as reported by such source as the Committee
may select. If the Shares are not listed on a national securities exchange, Fair Market Value shall be determined by the Committee
in good faith in a manner that complies with Sections 409A and 422 of the Code, to the extent applicable.


 


(x)
“Fiscal Year” means the twelve (12)-month period commencing on January 1 and ending on December 31 of each
year, or such other consecutive twelve-month period as the Committee may select.


 


(y)
“Freestanding SAR” means an SAR that is granted independently of any Options, as described in Section 7.


 


(z)
“Good Reason” means, unless otherwise provided in an Award Agreement, (i) “Good Reason” as defined
in any Individual Agreement to which the applicable Participant is a party, or (ii) if there is no such Individual Agreement or
if it does not define Good Reason, the occurrence, without the applicable Participant’s consent, of any of the following
events: (A) a material reduction by the Company or an Affiliate in the Participant’s rate of annual base salary from that
in effect immediately prior to the Change in Control; (B) a material reduction by the Company or an Affiliate in the Participant’s
annual target bonus opportunity from that in effect immediately prior to the Change in Control; or (C) the Company or an Affiliate
requires the Participant to change the Participant’s principal location of work to a location that is in excess of fifty
(50) miles from the location thereof immediately prior to the Change in Control, excluding required travel. Notwithstanding the
foregoing, a Termination of Service of a Participant for Good Reason shall not have occurred unless (i) the Participant gives
written notice to the Company or an Affiliate, as applicable, of Termination of Service within thirty (30) days after the Participant
first becomes aware of the occurrence of the circumstances constituting Good Reason, specifying in reasonable detail the circumstances
constituting Good Reason, and (ii) the Company or the Affiliate, as the case may be, has failed within thirty (30) days after
receipt of such notice to cure the circumstances constituting Good Reason.


 


(aa)
“Grant Date” means the later of: (i) the date on which the Committee (or its designee) by resolution, written
consent or other appropriate action selects an Eligible Individual to receive a grant of an Award, determines the number of Shares
or other amount to be subject to such Award and, if applicable, determines the Option Price or Grant Price of such Award, provided
that as soon reasonably practical thereafter the Committee (or its designee) both notifies the Eligible Individual of the Award
and enters into an Award Agreement with the Eligible Individual, or (ii) the date designated as the “grant date” in
an Award Agreement.


 


(bb)
“Grant Price” means the price established as of the Grant Date of an SAR pursuant to Section 7 used to determine
whether there is any payment due upon exercise of the SAR.


 


(cc)
“Incentive Stock Option” or “ISO” means a right to purchase Shares under the Plan in accordance
with the terms and conditions set forth in Section 6 and which is designated as an Incentive Stock Option and which is intended
to meet the requirements of Section 422 of the Code.


 


(dd)
“Individual Agreement” means an employment, change of control, consulting or similar agreement between a Participant
and the Company or an Affiliate that is in effect as of the Grant Date of an Award hereunder.


 


(ee)
“New Employer” means, after a Change in Control, a Participant’s employer, or any direct or indirect
parent or any direct or indirect majority-owned subsidiary of such employer.


 




    	 



    	 



    

 


(ff)
“Non-Control Acquisition” means an acquisition (whether by merger, stock purchase, asset purchase or
otherwise) by (i) an employee benefit plan (or a trust forming a part thereof) maintained by (A) the Company or (B) any
corporation or other Person of which fifty percent (50%) or more of its total value or total voting power of its Voting
Securities or equity interests is owned, directly or indirectly, by the Company (a “Related Entity”); (ii)
the Company or any Related Entity; (iii) any Person in connection with a Non-Control Transaction; or (iv) any Person that
owns, together with its Affiliates, Beneficial Ownership of fifty percent (50%) or more of the outstanding Voting Securities
of the Company on the Effective Date.


 


(gg)
“Non-Control Transaction” has the meaning provided in Section 2(i)(iii).


 


(hh)
“Non-Employee Director” means a Director who is not an Employee.


 


(ii)
“Nonqualified Stock Option” or “NQSO” means a right to purchase Shares under the Plan in
accordance with the terms and conditions set forth in Section 6 and which is not intended to meet the requirements of Section
422 of the Code or otherwise does not meet such requirements.


 


(jj)
“Notice” means notice provided by a Participant to the Company in a manner prescribed by the Committee.


 


(kk)
“Option” or “Stock Option” means an Incentive Stock Option or a Nonqualified Stock Option,
as described in Section 6.


 


(ll)
“Option Price” means the price at which a Share may be purchased by a Participant pursuant to an Option.


 


(mm)
“Other Stock-Based Award” means an equity-based or equity-related Award, other than an Option, SAR, Restricted
Stock, Restricted Stock Unit or Dividend Equivalent, granted in accordance with the terms and conditions set forth in Section
9.


 


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


 


(oo)
“Performance Period” means the period of time, as determined in the discretion of the Committee, during which
the performance goals must be met in order to determine the degree of payout and/or vesting with respect to, or the amount or
entitlement to, an Award.


 


(pp)
“Period of Restriction” means the period of time during which Shares of Restricted Stock or Restricted Stock
Units are subject to a substantial risk of forfeiture and/or other restrictions, or, as applicable, the period of time within
which performance is measured for purposes of determining whether such an Award has been earned, and, in the case of Restricted
Stock, the transfer of Shares of Restricted Stock is limited in some way, in each case in accordance with Section 8.


 


(qq)
“Person” means “person” as such term is used for purposes of Section 13(d) or 14(d) of the Exchange
Act, including any individual, corporation, limited liability company, partnership, trust, unincorporated organization, government
or any agency or political subdivision thereof, or any other entity or any group of persons.


 


(rr)
“Related Entity” has the meaning provided in Section 2(ff).


 


(ss)
“Restricted Stock” means an Award of Shares granted to a Participant, subject to the applicable Period of Restriction,
pursuant to Section 8.


 


(tt)
“Restricted Stock Unit” means an unfunded and unsecured promise to deliver Shares or cash, subject to the applicable
Period of Restriction, granted pursuant to Section 8.


 


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


 




    	 



    	 



    

 


(vv)
“Securities Act” means the United States Securities Act of 1933, as it may be amended from time to time, including
the rules and regulations promulgated thereunder and successor provisions and rules and regulations thereto.


 


(ww)
“Share” means an ordinary share, $0.001 per share par value in the capital of the Company (including any new,
additional or different stock or securities resulting from any change in corporate capitalization as listed in Section 4(c)).


 


(xx)
“Stock Appreciation Right” or “SAR” means an Award, granted alone (a “Freestanding
SAR”) or in connection with a related Option (a “Tandem SAR”), designated as an SAR, pursuant to
the terms of Section 7.


 


(yy)
“Subsidiary” means any present or future corporation which is or would be a “subsidiary corporation”
of the Company as the term is defined in Section 424(f) of the Code.


 


(zz)
“Substitute Awards” means Awards granted or Shares issued by the Company in assumption of, or in substitution
or exchange for, options or other awards previously granted, or the right or obligation to grant future options or other awards,
by a company acquired by the Company and/or an Affiliate or with which the Company and/or an Affiliate combines, or otherwise
in connection with any merger, consolidation, acquisition of property or stock, or reorganization involving the Company or an
Affiliate, including a transaction described in Code Section 424(a).


 


(aaa)
“Termination of Service” means the termination of the applicable Participant’s employment with, or performance
of services for, the Company or any Affiliate under any circumstances. Unless otherwise determined by the Committee (and subject
to the limitations applicable to ISOs under the Code), a Termination of Service shall not be considered to have occurred in the
case of: (i) sick leave; (ii) military leave; (iii) any other bona fide leave of absence approved by the Committee; (iv) changes
in status from Director to advisory director or emeritus status; or (v) transfers between locations of the Company or between
or among the Company and/or an Affiliate or Affiliates. Changes in status between service as an Employee, Director, and a Consultant
will not constitute a Termination of Service if the individual continues to perform bona fide services for the Company
or an Affiliate (subject to the limitations applicable to ISOs under the Code). A Participant employed by, or performing services
for, an Affiliate or a division of the Company or of an Affiliate shall be deemed to incur a Termination of Service if, as a result
of a Disaffiliation, such Affiliate or division ceases to be an Affiliate or such a division, as the case may be, and the Participant
does not immediately thereafter become an employee of, or service provider for, the Company or another Affiliate. The Committee
shall have the discretion to determine whether and to what extent the vesting of any Awards shall be tolled during any paid or
unpaid leave of absence; provided, however, that, in the absence of such determination, vesting for all Awards shall
be tolled during any such unpaid leave (but not for a paid leave).


 


(bbb)
“Voting Securities” means, with respect to any Person that is a corporation, all outstanding voting securities
of such Person entitled to vote generally in the election of the board of directors of such Person (or, for a Person that is not
a corporation, the equivalent governing body).


 


3.
Administration.


 


(a)
General. The Committee shall have exclusive authority to operate, manage and administer the Plan in accordance with its
terms and conditions. Notwithstanding the foregoing, in its absolute discretion, the Board may at any time and from time to time
exercise any and all rights, duties and responsibilities of the Committee under the Plan, including establishing procedures to
be followed by the Committee, but excluding matters which under any applicable law, regulation or rule are required to be determined
in the sole discretion of the Committee. If and to the extent that the Committee does not exist or cannot function, the Board
may take any action under the Plan that would otherwise be the responsibility of the Committee, subject to the limitations set
forth in the immediately preceding sentence.


 




    	 



    	 



    

 


(b)
Committee. The members of the Committee shall be appointed from time to time by, and shall serve at the discretion of,
the Board of Directors. Unless otherwise permitted by applicable law, the Committee shall consist of not less than two (2) non-employee
members of the Board, each of whom satisfies such criteria of independence as the Board may establish and such additional regulatory
or listing requirements as the Board may determine to be applicable or appropriate. Appointment of Committee members shall be
effective upon their acceptance of such appointment. Committee members may be removed by the Board at any time either with or
without cause, and such members may resign at any time by delivering notice thereof to the Board. Any vacancy on the Committee,
whether due to action of the Board or any other reason, shall be filled by the Board. The Committee shall keep minutes of its
meetings. A majority of the Committee shall constitute a quorum and a majority of a quorum may authorize any action. Any decision
reduced to writing and signed by a majority of the members of the Committee shall be fully effective as if it has been made at
a meeting duly held.


 


(c)
Authority of the Committee. The Committee shall have full discretionary authority to grant, pursuant to the terms of the
Plan, Awards to those individuals who are eligible to receive Awards under the Plan. Except as limited by law or by the Memorandum
and Articles of Association or other constituent documents of the Company, and subject to the provisions herein, the Committee
shall have full power, in accordance with the other terms and provisions of the Plan, to:


 


(i)
select Eligible Individuals who may receive Awards under the Plan and become Participants;


 


(ii)
determine eligibility for participation in the Plan and decide all questions concerning eligibility for, and the amount of, Awards
under the Plan;


 


(iii)
determine the sizes and types of Awards;


 


(iv)
determine the terms and conditions of Awards, including the Option Prices of Options and the Grant Prices of SARs;


 


(v)
grant Awards as an alternative to, or as the form of payment for grants or rights earned or payable under, other bonus or compensation
plans, arrangements or policies of the Company or an Affiliate;


 


(vi)
grant Substitute Awards on such terms and conditions as the Committee may prescribe, subject to compliance with the ISO rules
under Code Section 422 and the nonqualified deferred compensation rules under Code Section 409A, where applicable;


 


(vii)
make all determinations under the Plan concerning Termination of Service of any Participant’s employment or service with
the Company or an Affiliate, including whether such Termination of Service occurs by reason of Cause, Good Reason, Disability,
retirement or in connection with a Change in Control, and whether a leave constitutes a Termination of Service;


 


(viii)
determine whether a Change in Control shall have occurred;


 


(ix)
construe and interpret the Plan and any agreement or instrument entered into under the Plan, including any Award Agreement;


 


(x)
establish and administer any terms, conditions, restrictions, limitations, forfeiture, vesting or exercise schedule, and other
provisions of or relating to any Award;


 


(xi)
establish and administer any performance goals in connection with any Awards and applicable Performance Periods, determine the
extent to which any performance goals and/or other terms and conditions of an Award are attained or are not attained;


 


(xii)
construe any ambiguous provisions, correct any defects, supply any omissions and reconcile any inconsistencies in the Plan and/or
any Award Agreement or any other instrument relating to any Awards;


 




    	 



    	 



    

 


(xiii)
establish, adopt, amend, waive and/or rescind rules, regulations, procedures, guidelines, forms and/or instruments for the Plan’s
operation or administration;


 


(xiv)
make all valuation determinations relating to Awards and the payment or settlement thereof;


 


(xv)
grant waivers of terms, conditions, restrictions and limitations under the Plan or applicable to any Award, or accelerate the
vesting or exercisability of any Award;


 


(xvi)
amend or adjust the terms and conditions of any outstanding Award and/or adjust the number and/or class of shares subject to any
outstanding Award;


 


(xvii)
at any time and from time to time after the granting of an Award, specify such additional terms, conditions and restrictions with
respect to such Award as may be deemed necessary or appropriate to ensure compliance with any and all applicable laws or rules,
including terms, restrictions and conditions for compliance with applicable securities laws or listing rules, methods of withholding
or providing for the payment of required taxes and restrictions regarding a Participant’s ability to exercise Options through
a cashless (broker-assisted) exercise;


 


(xviii)
establish any “blackout” period that the Committee in its sole discretion deems necessary or advisable; and


 


(xix)
exercise all such other authorities, take all such other actions and make all such other determinations as it deems necessary
or advisable for the proper operation and/or administration of the Plan.


 


(d)
Award Agreements. The Committee shall, subject to applicable laws and rules, determine the date an Award is granted. Each
Award shall be evidenced by an Award Agreement; however, two or more Awards granted to a single Participant may be combined
in a single Award Agreement. An Award Agreement shall not be a precondition to the granting of an Award; provided, however,
that (i) the Committee may, but need not, require as a condition to any Award Agreement’s effectiveness, that such Award
Agreement be executed on behalf of the Company and/or by the Participant to whom the Award evidenced thereby shall have been granted
(including by electronic signature or other electronic indication of acceptance), and such executed Award Agreement be delivered
to the Company, and (ii) no person shall have any rights under any Award unless and until the Participant to whom such Award shall
have been granted has complied with the applicable terms and conditions of the Award. The Committee shall prescribe the form of
all Award Agreements, and, subject to the terms and conditions of the Plan, shall determine the content of all Award Agreements.
Subject to the other provisions of the Plan, any Award Agreement may be supplemented or amended in writing from time to time as
approved by the Committee; provided that the terms and conditions of any such Award Agreement as supplemented or amended
are not inconsistent with the provisions of the Plan. In the event of any dispute or discrepancy concerning the terms of an Award,
the records of the Committee or its designee shall be determinative.


 


(e)
Discretionary Authority; Decisions Binding. The Committee shall have full discretionary authority in all matters related
to the discharge of its responsibilities and the exercise of its authority under the Plan. All determinations, decisions, actions
and interpretations by the Committee with respect to the Plan and any Award Agreement, and all related orders and resolutions
of the Committee shall be final, conclusive and binding on all Participants, the Company and its shareholders, any Affiliate and
all persons having or claiming to have any right or interest in or under the Plan and/or any Award Agreement. The Committee shall
consider such factors as it deems relevant to making or taking such decisions, determinations, actions and interpretations, including
the recommendations or advice of any Director or officer or employee of the Company, any director, officer or employee of an Affiliate
and such attorneys, consultants and accountants as the Committee may select. A Participant or other holder of an Award may contest
a decision or action by the Committee with respect to such person or Award only on the grounds that such decision or action was
arbitrary or capricious or was unlawful, and any review of such decision or action shall be limited to determining whether the
Committee’s decision or action was arbitrary or capricious or was unlawful.


 




    	 



    	 



    

 


(f) Attorneys;
Consultants. The Committee may consult with counsel who may be counsel to the Company. The Committee may, with the
approval of the Board, employ such other attorneys and/or consultants, accountants, appraisers, brokers, agents and
other persons, any of whom may be an Eligible Individual, as the Committee deems necessary or appropriate. The Committee, the
Company and its officers and Directors shall be entitled to rely upon the advice, opinions or valuations of any such persons.
The Committee shall not incur any liability for any action taken in good faith in reliance upon the advice of such counsel or
other persons.


 


(g)
Delegation of Administration. Except to the extent prohibited by applicable law or the applicable rules of a stock exchange,
the Committee may, in its discretion, allocate all or any portion of its responsibilities and powers under this Section 3 to any
one or more of its members and/or delegate all or any part of its responsibilities and powers under this Section 3 to any person
or persons selected by it; provided, however, that the Committee may not (i) delegate to any executive officer of
the Company or an Affiliate, or a committee that includes any such executive officer, the Committee’s authority to grant
Awards, or the Committee’s authority otherwise concerning Awards, awarded to executive officers of the Company or an Affiliate;
(ii) delegate the Committee’s authority to grant Awards to consultants unless any such Award is subject to approval by the
Committee; or (iii) delegate its authority to correct defects, omissions or inconsistencies in the Plan. Any such authority delegated
or allocated by the Committee under this Section 3(g) shall be exercised in accordance with the terms and conditions of the Plan
and any rules, regulations or administrative guidelines that may from time to time be established by the Committee, and any such
allocation or delegation may be revoked by the Committee at any time.


 


4.
Shares Subject To The Plan.


 


(a)
Number of Shares Available for Issuance. The shares subject to Awards granted under the Plan shall be Shares. Such Shares
subject to the Plan may be authorized and unissued shares (which will not be subject to preemptive rights), Shares held in treasury
by the Company, Shares purchased on the open market or by private purchase or any combination of the foregoing. Subject to adjustment
as provided in Section 4(c), the total number of Shares that may be issued pursuant to Awards under the Plan shall be the sum
of (a) 2,211,500 Shares plus (b) on January 1 of each calendar year during the term of the Plan subsequent to its adoption
a number of Shares equal to the lesser of: (i) an amount determined by the Board, if so determined prior to the January 1 of the
calendar year in which the increase will occur, (ii) 2% of the total number of Shares outstanding on December 31 of the immediately
preceding calendar year, and (iii) 1,000,000 Shares. The Board may, at its discretion, reduce the number of Shares that may be
issued pursuant to Awards under this Plan, at any time (provided that such reduction does not hinder issuance of Shares in respect
of then outstanding Awards).


 


(b)
Rules for Calculating Shares Issued.


 


(i)
Shares underlying Awards that are (x) forfeited (including any Shares subject to an Award (or any such other award), (y) that
are repurchased by the Company due to failure to meet any applicable condition), cancelled, terminated or expire unexercised,
or (z) settled in cash in lieu of issuance of Shares shall be available for issuance pursuant to future Awards hereunder, to the
extent that such Shares are forfeited, repurchased or not issued under any such Award.


 


(ii)
Any Shares tendered to pay the Option Price of an Option or other purchase price of an Award or withholding tax obligations with
respect to an Award shall be available for issuance pursuant to future Awards.


 


(iii)
If any Shares subject to an Award are not delivered to a Participant because (A) such Shares are withheld to pay the Option Price
or other purchase price of such Award or withholding tax obligations with respect to such Award (or other award) or (B) a payment
upon exercise of a Stock Appreciation Right is made in Shares, the number of Shares subject to the exercised or purchased portion
of any such Award that are not delivered to the Participant shall be available for issuance pursuant to future Awards.


 


(iv)
Any Shares delivered under the Plan upon exercise or satisfaction of Substitute Awards shall not reduce the Shares available for
issuance under the Plan; provided, however, that the total number of Shares that may be issued pursuant to Incentive
Stock Options granted under the Plan shall be 2,200,000 Shares as adjusted pursuant to paragraphs (i), (ii) and (iii) of this
Section 4(b) and Section 4(c).


 




    	 



    	 



    

 


(c)
Adjustment Provisions. Notwithstanding any other provisions of the Plan to the contrary, in the event of (1) any dividend
(excluding any ordinary dividend) or other distribution (whether in the form of cash, Shares, other securities or other property),
recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, split-off, combination, repurchase
or exchange of Shares or other securities of the Company, issuance of warrants or other rights to acquire Shares or other securities
of the Company, or other similar corporate transaction or event (including a Change in Control) that affects the Shares, or (2)
any unusual or nonrecurring events (including a Change in Control) affecting the Company, any Affiliate, or the financial statements
of the Company or any Affiliate, or changes in applicable rules, rulings, regulations or other requirements of any governmental
body or securities exchange or inter-dealer quotation system, accounting principles or law, such that in either case an adjustment
is determined by the Committee in its sole discretion to be necessary or appropriate, then the Committee shall make any such adjustments
in such manner as it may deem equitable, including any or all of the following:


 


(i)
adjusting any or all of (A) the number of Shares or other securities of the Company (or number and kind of other securities or
other property) that may be delivered in respect of Awards or with respect to which Awards may be granted under the Plan (including
adjusting any or all of the limits under Section 4(d)) and (B) the terms of any outstanding Award, including (1) the number of
Shares or other securities of the Company (or number and kind of other securities or other property) subject to outstanding Awards
or to which outstanding Awards relate, (2) the Option Price or Grant Price with respect to any Award or (3) any applicable performance
measures);


 


(ii)
providing for a substitution or assumption of Awards, accelerating the exercisability of, lapse of restrictions (including any
Period of Restriction) on, or termination of, Awards or providing for a period of time for exercise prior to the occurrence of
such event; and


 


(iii)
cancelling any one or more outstanding Awards and causing to be paid to the holders thereof, in cash, Shares, other securities
or other property, or any combination thereof, the value of such Awards, if any, as determined by the Committee (which, if applicable,
may be based upon the price per Share received or to be received by other shareholders of the Company in such event), including,
in the case of an outstanding Option or SAR, a cash payment in an amount equal to the excess, if any, of the Fair Market Value
(as of a date specified by the Committee) of the Shares subject to such Option or SAR over the aggregate Option Price or Grant
Price of such Option or SAR, respectively (it being understood that, in such event, any Option or SAR having a per share Option
Price or Grant Price equal to, or in excess of, the Fair Market Value of a Share may be canceled and terminated without any payment
or consideration therefor);


 


provided,
however, that in the case of any “equity restructuring” (within the meaning of Financial Accounting Standards
Board Accounting Standards Codification Topic 718, Compensation — Stock Compensation (or any successor pronouncement)),
the Committee shall make an equitable or proportionate adjustment to outstanding Awards to reflect such equity restructuring.
The Committee shall determine any adjustment pursuant to this Section 4(c): (i) after taking into account, among other things,
to the extent applicable, the provisions of the Code applicable to Incentive Stock Options and (ii) subject to Section 16(g)(vi).
Any actions or determinations of the Committee under this Section 4(c) need not be uniform as to all outstanding Awards, nor treat
all Participants identically. All determinations of the Committee as to adjustments, if any, under this Section 4(c) shall be
conclusive and binding for all purposes.


 


(d)
No Limitation on Corporate Actions. The existence of the Plan and any Awards granted hereunder shall not affect in any
way the right or power of the Company or any Affiliate to make or authorize any adjustment, recapitalization, reorganization or
other change in its capital structure or business structure, any merger or consolidation, any issuance of debt, preferred or prior
preference shares ahead of or affecting the Shares, additional shares or other securities or subscription rights thereto, any
dissolution or liquidation, any sale or transfer of all or part of its assets or business or any other corporate act or proceeding.


 




    	 



    	 



    

 


5.
Eligibility and Participation.


 


(a)
Eligibility. Eligible Individuals shall be eligible to become Participants and receive Awards in accordance with the terms
and conditions of the Plan, subject to the limitations on the granting of ISOs set forth in Section 6(i)(i).


 


(b)
Actual Participation. Subject to the provisions of the Plan, the Committee may, from time to time, select Participants
from all Eligible Individuals and shall determine the nature and amount of each Award.


 


6.
Stock Options.


 


(a)
Grant of Options. Subject to the terms and provisions of the Plan, Options may be granted to Participants in such number
(subject to Section 4), and upon such terms, and at any time and from time to time as shall be determined by the Committee. The
Committee may grant an Option or provide for the grant of an Option, either from time to time in the discretion of the Committee
or automatically upon the occurrence of specified events, including the achievement of performance goals, the satisfaction of
an event or condition within the control of the recipient of the Option or within the control of others.


 


(b)
Award Agreement. Each Option grant shall be evidenced by an Award Agreement that shall specify the Option Price, the maximum
duration of the Option, the number of Shares to which the Option pertains, the conditions upon which the Option shall become exercisable
and such other provisions as the Committee shall determine, which are not inconsistent with the terms of the Plan. The Award Agreement
also shall specify whether the Option is intended to be an ISO or an NQSO. To the extent that any Option does not qualify as an
ISO (whether because of its provisions or the time or manner of its exercise or otherwise), such Option, or the portion thereof
which does not so qualify, shall constitute a separate NQSO.


 


(c)
Option Price. The Option Price for each Option shall be determined by the Committee and set forth in the Award Agreement;
provided that, subject to Section 6(i)(iii), the Option Price of an Option shall be not less than one hundred percent (100%)
of the Fair Market Value of a Share on the Grant Date of such Option; provided further, that Substitute Awards or Awards
granted in connection with an adjustment provided for in Section 4(c), in the form of stock options, shall have an Option Price
per Share that is intended to maintain the economic value of the Award that was replaced or adjusted, as determined by the Committee.


 


(d)
Duration of Options. Each Option granted to a Participant shall expire at such time as the Committee shall determine as
of the Grant Date and set forth in the Award Agreement; provided, however, that no Incentive Stock Option shall
be exercisable later than the tenth (10th) anniversary of its Grant Date.


 


(e)
Exercise of Options. Options shall be exercisable at such times and be subject to such restrictions and conditions as the
Committee shall in each instance determine and set forth in the Award Agreement, which need not be the same for each grant or
for each Option or Participant. The Committee, in its discretion, may allow a Participant to exercise an Option that has not otherwise
become exercisable pursuant to the applicable Award Agreement, in which case the Shares then issued shall be Shares of Restricted
Stock having a Period of Restriction analogous to the exercisability provisions of the Option. In the event that any portion of
an exercisable Option is scheduled to expire or terminate pursuant to the Plan or the applicable Award Agreement (other than due
to Termination of Service for Cause) and both (x) the date on which such portion of the Option is scheduled to expire or terminate
falls during a Company blackout trading period applicable to the Participant (whether such period is imposed at the election of
the Company or is required by applicable law to be imposed) and (y) the Option Price per Share of such portion of the Option is
less than the Fair Market Value of a Share, then on the date that such portion of the Option is scheduled to expire or terminate,
such portion of the Option (to the extent not previously exercised by the Participant) shall be automatically exercised on behalf
of the Participant through a “net exercise” (as described in Section 6(f)(iii)) and minimum withholding taxes due
(if any) upon such automatic exercise shall be satisfied by withholding of Shares (as described in Section 16(b)(i)). The period
of time over which a Nonqualified Stock Option may be exercised shall be automatically extended if on the scheduled expiration
date or termination date (other than due to Termination of Service for Cause) of such Option the Participant’s exercise
of such Option would violate an applicable law (except under circumstances described in the preceding sentence); provided,
however, that during such extended exercise period the Option may only be exercised to the extent the Option was exercisable
in accordance with its terms immediately prior to such scheduled expiration date or termination date; provided further,
however, that such extended exercise period shall end not later than thirty (30) days after the exercise of such Option
first would no longer violate such law.


 




    	 



    	 



    

 


(f)
Payment. Options shall be exercised by the delivery of a written notice of exercise to the Company, in a form specified
or accepted by the Committee, or by complying with any alternative exercise procedures that may be authorized by the Committee,
setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for such Shares,
which shall include applicable taxes, if any, in accordance with Section 16. The Option Price upon exercise of any Option shall
be payable to the Company in full by cash, check or such cash equivalent as the Committee may accept. If approved by the Committee,
and subject to any such terms, conditions and limitations as the Committee may prescribe and to the extent permitted by applicable
law, payment of the Option Price, in full or in part, may also be made as follows:


 


(i)
Payment may be made in the form of unrestricted and unencumbered Shares (by actual delivery of such Shares or by attestation)
already owned by the Participant exercising such Option, or by such Participant and his or her spouse jointly (based on the Fair
Market Value of the Shares on the date the Option is exercised); provided, however, that, in the case of an Incentive
Stock Option, the right to make a payment in the form of such already owned Shares may be authorized only as of the Grant Date
of such Incentive Stock Option and provided further that such already owned Shares must have been either previously acquired
by the Participant on the open market or held by the Participant for at least six (6) months at the time of exercise (or meet
any such other requirements as the Committee may determine are necessary in order to avoid an accounting earnings charge on account
of the use of such Shares to pay the Option Price).


 


(ii)
Payment may be made by means of a broker-assisted “cashless exercise” pursuant to which a Participant may elect to
deliver a properly executed exercise notice to the Company, together with a copy of irrevocable instructions to a broker to deliver
promptly to the Company the amount of Share sale or loan proceeds necessary to pay the Option Price, and, if requested, the amount
of any federal, state, local or non-United States withholding taxes.


 


(iii)
Payment may be made by a “net exercise” pursuant to which the Participant instructs the Company to withhold a number
of Shares otherwise deliverable to the Participant upon such exercise of the Option having an aggregate Fair Market Value on the
date of exercise equal to the product of: (i) the Option Price multiplied by (ii) the number of Shares in respect of which the
Option shall have been exercised, increased by the amount of any applicable withholding taxes.


 


(iv)
Payment may be made by any other method approved or accepted by the Committee in its discretion.


 


Subject
to any governing rules or regulations, as soon as practicable after receipt of a written notification of exercise and full payment
in accordance with the preceding provisions of this Section 6(f) and satisfaction of tax obligations in accordance with Section
16, the Company shall deliver to the Participant exercising an Option, in the Participant’s name, evidence of book entry
Shares, or, upon the Participant’s request, Share certificates, in an appropriate amount based upon the number of Shares
purchased under the Option, subject to Section 20(i). Unless otherwise determined by the Committee, all payments under all of
the methods described above shall be paid in United States dollars.


 


(g)
Rights as a Shareholder. No Participant or other person shall become the beneficial owner of any Shares subject to an Option,
nor have any rights to dividends or other rights of a shareholder with respect to any such Shares, until the Participant has actually
received such Shares following exercise of his or her Option in accordance with the provisions of the Plan and the applicable
Award Agreement.


 




    	 



    	 



    

 


(h) Termination
of Service. Except as otherwise provided by Section 6(e) or in the applicable Award Agreement, an Option may be exercised
only to the extent that it is then exercisable, and if at all times during the period beginning with the date of granting of
such Option and ending on the date of exercise of such Option the Participant is an Employee, Non-Employee Director or
Consultant, and shall terminate immediately upon a Termination of Service of the Participant. An Option shall cease to
become exercisable upon a Termination of Service of the holder thereof. Notwithstanding the foregoing provisions of this
Section 6(h) to the contrary, the Committee may determine in its discretion that an Option may be exercised following any
such Termination of Service, whether or not exercisable at the time of such Termination of Service; provided, however,
that in no event may an Option be exercised after the expiration date of such Option specified in the applicable Award
Agreement, except as otherwise provided by Section 6(e).


 


(i)
Limitations on Incentive Stock Options.


 


(i)
General. No ISO shall be granted to any Eligible Individual who is not an Employee of the Company or a Subsidiary on the
Grant Date of such Option. Any ISO granted under the Plan shall contain such terms and conditions, consistent with the Plan, as
the Committee may determine to be necessary to qualify such Option as an “incentive stock option” under Section 422
of the Code. Any ISO granted under the Plan may be modified by the Committee to disqualify such Option from treatment as an “incentive
stock option” under Section 422 of the Code.


 


(ii)
$100,000 Per Year Limitation. Notwithstanding any intent to grant ISOs, an Option granted under the Plan will not be considered
an ISO to the extent that it, together with any other “incentive stock options” (within the meaning of Section 422
of the Code, but without regard to subsection (d) of such Section) under the Plan and any other “incentive stock option”
plans of the Company, any Subsidiary and any “parent corporation” of the Company within the meaning of Section 424(e)
of the Code, are exercisable for the first time by any Participant during any calendar year with respect to Shares having an aggregate
Fair Market Value in excess of $100,000 (or such other limit as may be required by the Code) as of the Grant Date of the Option
with respect to such Shares. The rule set forth in the preceding sentence shall be applied by taking Options into account in the
order in which they were granted.


 


(iii)
Options Granted to Certain Shareholders. No ISO shall be granted to an individual otherwise eligible to participate in
the Plan who owns (within the meaning of Section 424(d) of the Code), at the Grant Date of such Option, more than ten percent
(10%) of the total combined voting power of all classes of shares of the Company or a Subsidiary or any “parent corporation”
of the Company within the meaning of Section 424(e) of the Code. This restriction does not apply if at the Grant Date of such
ISO the Option Price of the ISO is at least 110% of the Fair Market Value of a Share on the Grant Date of such ISO, and the ISO
by its terms is not exercisable after the expiration of five years from such Grant Date.


 


7.
Stock Appreciation Rights.


 


(a)
Grant of SARs. Subject to the terms and conditions of the Plan, SARs may be granted to Participants at any time and from
time to time as shall be determined by the Committee. The Committee may grant an SAR (i) in connection with, and at the Grant
Date of, a related Option (a “Tandem SAR”), or (ii) independent of, and unrelated to, an Option (a “Freestanding
SAR”). The Committee shall have complete discretion in determining the number of Shares to which a SAR pertains (subject
to Section 4) and, consistent with the provisions of the Plan, in determining the terms and conditions pertaining to any SAR.


 


(b)
Grant Price. The Grant Price for each SAR shall be determined by the Committee and set forth in the Award Agreement, subject
to the limitations of this Section 7(b). The Grant Price for each Freestanding SAR shall be not less than one hundred percent
(100%) of the Fair Market Value of a Share on the Grant Date of such Freestanding SAR, except in the case of Substitute Awards
or Awards granted in connection with an adjustment provided for in Section 4(c). The Grant Price of a Tandem SAR shall be equal
to the Option Price of the related Option.


 




    	 



    	 



    

 


(c) Exercise
of Tandem SARs. Tandem SARs may be exercised for all or part of the Shares subject to the related Option upon the
surrender of the right to exercise the equivalent portion of the related Option. A Tandem SAR shall be exercisable only
when and to the extent the related Option is exercisable and may be exercised only with respect to the Shares for which the
related Option is then exercisable. A Tandem SAR shall entitle a Participant to elect, in the manner set forth in the Plan
and the applicable Award Agreement, in lieu of exercising his or her unexercised related Option for all or a portion of the
Shares for which such Option is then exercisable pursuant to its terms, to surrender such Option to the Company with respect
to any or all of such Shares and to receive from the Company in exchange therefor a payment described in Section 7(g). An
Option with respect to which a Participant has elected to exercise a Tandem SAR shall, to the extent of the Shares covered by
such exercise, be canceled automatically and surrendered to the Company. Such Option shall thereafter remain exercisable
according to its terms only with respect to the number of Shares as to which it would otherwise be exercisable, less the
number of Shares with respect to which such Tandem SAR has been so exercised. Notwithstanding any other provision of the Plan
to the contrary, with respect to a Tandem SAR granted in connection with an ISO: (i) the Tandem SAR will expire no later than
the expiration of the related ISO; (ii) the value of the payment with respect to the Tandem SAR may not exceed the difference
between the Fair Market Value of the Shares subject to the related ISO at the time the Tandem SAR is exercised and the Option
Price of the related ISO; and (iii) the Tandem SAR may be exercised only when the Fair Market Value of the Shares subject to
the ISO exceeds the Option Price of the ISO.


 


(d)
Exercise of Freestanding SARs. Freestanding SARs may be exercised upon whatever terms and conditions the Committee, in
its sole discretion, in accordance with the Plan, determines and sets forth in the Award Agreement. In the event that any portion
of an exercisable Freestanding SAR is scheduled to expire or terminate pursuant to the Plan or the applicable Award Agreement
(other than due to Termination of Service for Cause) and both (x) the date on which such portion of the SAR is scheduled to expire
or terminate falls during a Company blackout trading period applicable to the Participant (whether such period is imposed at the
election of the Company or is required by applicable law to be imposed) that would otherwise prohibit exercise of such portion
of the SAR and (y) the Grant Price per Share of such portion of the SAR is less than the Fair Market Value of a Share, then on
the date that such portion of the SAR is scheduled to expire or terminate, such portion of the SAR (to the extent not previously
exercised by the Participant) shall be automatically exercised on behalf of the Participant and minimum withholding taxes due
(if any) upon such automatic exercise shall be satisfied by withholding of Shares (as described in Section 16(b)(i)). The period
of time over which a Freestanding SAR may be exercised shall be automatically extended if on the scheduled expiration date or
termination date (other than due to Termination of Service for Cause) of such SAR the Participant’s exercise of such SAR
would violate an applicable law (except under circumstances described in the preceding sentence); provided, however,
that during such extended exercise period the SAR may only be exercised to the extent the SAR was exercisable in accordance with
its terms immediately prior to such scheduled expiration date or termination date; provided further, however, that
such extended exercise period shall end not later than thirty (30) days after the exercise of such SAR first would no longer violate
such law.


 


(e)
Award Agreement. Each SAR grant shall be evidenced by an Award Agreement that shall specify the number of Shares to which
the SAR pertains, the Grant Price, the term of the SAR, and such other terms and conditions as the Committee shall determine in
accordance with the Plan.


 


(f)
Term of SARs. The term of a SAR granted under the Plan shall be determined by the Committee, in its sole discretion, and
set forth in the Award Agreement; provided, however, that the term of any Tandem SAR shall be the same as the related
Option.


 


(g)
Payment of SAR Amount. An election to exercise SARs shall be deemed to have been made on the date of Notice of such election
to the Company. As soon as practicable following such Notice, the Participant shall be entitled to receive payment from the Company
in an amount determined by multiplying:


 


(i)
The excess of the Fair Market Value of a Share on the date of exercise over the Grant Price of the SAR; by


 


(ii)
The number of Shares with respect to which the SAR is exercised, after deduction of any tax withholding in accordance with Section
16.


 


Notwithstanding
the foregoing provisions of this Section 7(g) to the contrary, the Committee may establish and set forth in the applicable Award
Agreement a maximum amount per Share that will be payable upon the exercise of a SAR. At the discretion of the Committee, such
payment upon exercise of a SAR shall be in cash, in Shares of equivalent Fair Market Value as of the date of such exercise, or
in some combination thereof.


 




    	 



    	 



    

 


(h) Rights
as a Shareholder. A Participant receiving a SAR shall have the rights of a shareholder only as to Shares, if
any, actually issued to such Participant upon satisfaction or achievement of the terms and conditions of the Award, and in
accordance with the provisions of the Plan and the applicable Award Agreement, and not with respect to Shares to which such
Award relates but which are not actually issued to such Participant.


 


(i)
Termination of Service. Except as otherwise provided by Section 6(e) (in the case of Tandem SARs) or in Section 7(d) (in
the case of Freestanding SARs) or in the applicable Award Agreement, a SAR may be exercised only to the extent that it is then
exercisable, and if at all times during the period beginning with the date of granting of such SAR and ending on the date of exercise
of such SAR the Participant is an Employee, Non-Employee Director or Consultant, and shall terminate immediately upon a Termination
of Service of the Participant. A SAR shall cease to become exercisable upon a Termination of Service of the holder thereof. Notwithstanding
the foregoing provisions of this Section 7(i) to the contrary, the Committee may determine in its discretion that a SAR may be
exercised following any such Termination of Service, whether or not exercisable at the time of such Termination of Service; provided,
however, that in no event may a SAR be exercised after the expiration date of such SAR specified in the applicable Award
Agreement, except as provided in Section 6(e) (in the case of Tandem SARs) or in Section 7(d) (in the case of Freestanding SARs).


 


8.
Restricted Stock and Restricted Stock Units.


 


(a)
Awards of Restricted Stock and Restricted Stock Units. Subject to the terms and provisions of the Plan, the Committee,
at any time and from time to time, may grant Shares of Restricted Stock and/or Restricted Stock Units to Participants in such
amounts as the Committee shall determine. Awards of Restricted Stock may be made with or without the requirement of a cash payment
from the Participant to whom such Award is made in exchange for, or as a condition precedent to, the completion of such Award
and the issuance of Shares of Restricted Stock, and any such required cash payment shall be set forth in the applicable Award
Agreement. Subject to the terms and conditions of this Section 8 and the Award Agreement, upon delivery of Shares of Restricted
Stock to a Participant, or creation of a book entry evidencing a Participant’s ownership of Shares of Restricted Stock,
pursuant to Section 8(f), the Participant shall have all of the rights of a shareholder with respect to such Shares, subject to
the terms and restrictions set forth in this Section 8 or the applicable Award Agreement or as determined by the Committee.


 


(b)
Award Agreement. Each Restricted Stock and/or Restricted Stock Unit Award shall be evidenced by an Award Agreement that
shall specify the Period of Restriction, the number of Shares of Restricted Stock or the number of Restricted Stock Units granted,
and such other provisions as the Committee shall determine in accordance with the Plan.


 


(c)
Nontransferability of Restricted Stock. Except as provided in this Section 8, Shares of Restricted Stock may not be sold,
transferred, pledged, assigned, encumbered, alienated, hypothecated or otherwise disposed of until the end of the applicable Period
of Restriction established by the Committee and specified in the Restricted Stock Award Agreement.


 


(d)
Period of Restriction and Other Restrictions. The Period of Restriction applicable to an Award of Restricted Stock or Restricted
Stock Units shall lapse based on a Participant’s continuing service or employment with the Company or an Affiliate, the
achievement of performance goals, the satisfaction of other conditions or restrictions or upon the occurrence of other events,
in each case, as determined by the Committee, at its discretion, and stated in the Award Agreement.


 


(e)
Delivery of Shares and Settlement of Restricted Stock Units. Upon the expiration of the Period of Restriction with respect
to any Shares of Restricted Stock, the restrictions set forth in the applicable Award Agreement shall be of no further force or
effect with respect to such Shares, except as set forth in such Award Agreement. If applicable share certificates are held by
the Secretary of the Company or an escrow holder, upon such expiration, the Company shall deliver to the Participant, or his beneficiary,
without charge, the share certificate evidencing the Shares of Restricted Stock that have not then been forfeited and with respect
to which the Period of Restriction has expired. Unless otherwise provided by the Committee in an Award Agreement, upon the expiration
of the Period of Restriction with respect to any outstanding Restricted Stock Units, the Company shall deliver to the Participant,
or his beneficiary, without charge, one Share for each such outstanding Restricted Stock Unit; provided, however,
that the Committee may, in its discretion, elect to (i) pay cash or part cash and part Shares in lieu of delivering only Shares
in respect of such Restricted Stock Units or (ii) defer the delivery of Shares beyond the expiration of the Period of Restriction.
If a cash payment is made in lieu of delivering Shares, the amount of such payment shall be equal to the Fair Market Value of
such Shares as of the date on which the Period of Restriction lapsed with respect to such Restricted Stock Units, less applicable
tax withholdings in accordance with Section 16.


 




    	 



    	 



    

 


(f)
Forms of Restricted Stock Awards. Each Participant who receives an Award of Shares of Restricted Stock shall be issued
a share certificate or certificates evidencing the Shares covered by such Award registered in the name of such Participant, which
certificate or certificates shall bear an appropriate legend, and, if the Committee determines that the Shares of Restricted Stock
shall be held by the Company or in escrow rather than delivered to the Participant pending expiration of the Period of Restriction,
the Committee may require the Participant to additionally execute and deliver to the Company: (i) an escrow agreement satisfactory
to the Committee, if applicable, and (ii) an appropriate stock power (endorsed in blank) with respect to such Shares of Restricted
Stock. The Committee may require a Participant who receives a certificate or certificates evidencing a Restricted Stock Award
to immediately deposit such certificate or certificates, together with a stock power or other appropriate instrument of transfer,
endorsed in blank by the Participant, with signatures guaranteed in accordance with the Exchange Act if required by the Committee,
with the Secretary of the Company or an escrow holder as provided in the immediately following sentence. The Secretary of the
Company or such escrow holder as the Committee may appoint shall retain physical custody of each certificate representing a Restricted
Stock Award until the Period of Restriction and any other restrictions imposed by the Committee or under the Award Agreement with
respect to the Shares evidenced by such certificate expire or shall have been removed. The foregoing to the contrary notwithstanding,
the Committee may, in its discretion, provide that a Participant’s ownership of Shares of Restricted Stock prior to the
lapse of the Period of Restriction or any other applicable restrictions shall, in lieu of such certificates, be evidenced by a
“book entry” (i.e., a computerized or manual entry) in the records of the Company or its designated agent in
the name of the Participant who has received such Award. Such records of the Company or such agent shall, absent manifest error,
be binding on all Participants who receive Restricted Stock Awards evidenced in such manner. The holding of Shares of Restricted
Stock by the Company or such an escrow holder, or the use of book entries to evidence the ownership of Shares of Restricted Stock,
in accordance with this Section 8(f), shall not affect the rights of Participants as owners of the Shares of Restricted Stock
awarded to them, nor affect the restrictions applicable to such shares under the Award Agreement or the Plan, including the Period
of Restriction.


 


(g)
Rights as a Shareholder.


 


(i)
Restricted Stock. Unless otherwise determined by the Committee and set forth in a Participant’s Award Agreement,
to the extent permitted or required by law, as determined by the Committee, Participants holding Shares of Restricted Stock shall
have the right to exercise full voting rights with respect to those Shares during the Period of Restriction. During the Period
of Restriction, Participants holding Shares of Restricted Stock shall be credited with any cash dividends paid with respect to
such Shares while they are so held, unless determined otherwise by the Committee and set forth in the Award Agreement. The Committee
may apply any restrictions to such dividends that the Committee deems appropriate. Except as set forth in the Award Agreement,
in the event of (A) any adjustment as provided in Section 4(c), or (B) any shares or securities are received as a dividend, or
an extraordinary dividend is paid in cash, on Shares of Restricted Stock, any new or additional Shares or securities or any extraordinary
dividends paid in cash received by a recipient of Restricted Stock shall be subject to the same terms and conditions, including
the Period of Restriction, as relate to the original Shares of Restricted Stock.


 


(ii)
Restricted Stock Units. A Participant receiving Restricted Stock Units shall have the rights of a shareholder only as to
Shares, if any, actually issued to such Participant upon expiration of the Period of Restriction and satisfaction or achievement
of the terms and conditions of the Award, and in accordance with the provisions of the Plan and the applicable Award Agreement,
and not with respect to Shares to which such Award relates but which are not actually issued to such Participant.


 




    	 



    	 



    

 


(h) Termination
of Employment or Service. Except as otherwise provided in this Section 8(h), during the Period of Restriction, any
Restricted Stock Units and/or Shares of Restricted Stock held by a Participant shall be forfeited and revert to the
Company (or, if Shares of Restricted Sock were sold to the Participant, the Participant shall be required to resell such
Shares to the Company at cost) upon the Participant’s Termination of Service or the failure to meet or satisfy any
applicable performance goals or other terms, conditions and restrictions to the extent set forth in the applicable Award
Agreement. Each applicable Award Agreement shall set forth the extent to which, if any, the Participant shall have the right
to retain Restricted Stock Units and/or Shares of Restricted Stock, then subject to the Period of Restriction, following such
Participant’s Termination of Service. Such provisions shall be determined in the sole discretion of the Committee,
shall be included in the applicable Award Agreement, need not be uniform among all such Awards issued pursuant to the Plan,
and may reflect distinctions based on the reasons for, or circumstances of, such Termination of Service.


 


9.
Other Stock-Based Awards.


 


(a)
Other Stock-Based Awards. The Committee may grant types of equity-based or equity-related Awards not otherwise described
by the terms of the Plan (including the grant or offer for sale of unrestricted Shares), in such amounts and subject to such terms
and conditions, as the Committee shall determine. Such Other Stock-Based Awards may involve the transfer of actual Shares to Participants,
or payment in cash or otherwise of amounts based on the value of Shares. The terms and conditions of such Awards shall be consistent
with the Plan and set forth in the Award Agreement and need not be uniform among all such Awards or all Participants receiving
such Awards.


 


(b)
Value of Other Stock-Based Awards. Each Other Stock-Based Award shall be expressed in terms of Shares or units based on
Shares, as determined by the Committee. The Committee may establish performance goals in its discretion, and any such performance
goals shall be set forth in the applicable Award Agreement. If the Committee exercises its discretion to establish performance
goals, the number and/or value of Other Stock-Based Awards that will be paid out to the Participant will depend on the extent
to which such performance goals are met.


 


(c)
Payment of Other Stock-Based Awards. Payment, if any, with respect to an Other Stock-Based Award shall be made in accordance
with the terms of the Award, as set forth in the Award Agreement, in cash, Shares or a combination of cash and Shares, as the
Committee determines.


 


(d)
Rights as a Shareholder. A Participant receiving an Other Stock-Based Award shall have the rights of a shareholder only
as to Shares, if any, actually issued to such Participant upon satisfaction or achievement of the terms and conditions of the
Award, and in accordance with the provisions of the Plan and the applicable Award Agreement, and not with respect to Shares to
which such Award relates but which are not actually issued to such Participant.


 


(e)
Termination of Service. The Committee shall determine the extent to which the Participant shall have the right to receive
Other Stock-Based Awards following the Participant’s Termination of Service. Such provisions shall be determined in the
sole discretion of the Committee, such provisions may be included in the applicable Award Agreement, but need not be uniform among
all Other Stock-Based Awards issued pursuant to the Plan, and may reflect distinctions based on the reasons for Termination of
Service.


 


10.
Dividend Equivalents. Unless otherwise provided by the Committee, no adjustment shall be made in the Shares issuable
or taken into account under Awards on account of cash dividends that may be paid or other rights that may be issued to the holders
of Shares prior to issuance of such Shares under such Award. The Committee may grant Dividend Equivalents based on the dividends
declared on Shares that are subject to any Award, including any Award the payment or settlement of which is deferred pursuant
to Section 20(d). Any Award of Dividend Equivalents may be credited as of the dividend payment dates, during the period between
the Grant Date of the Award and the date the Award becomes payable or terminates or expires, as determined by the Committee. Dividend
Equivalents may be subject to any limitations and/or restrictions determined by the Committee. Dividend Equivalents shall be converted
to cash or additional Shares by such formula and at such time, and shall be paid at such times, as may be determined by the Committee.


 




    	 



    	 



    

 


11.
Cash-Based Awards.


 


(a) Grant
of Cash-Based Awards. Subject to the terms of the Plan, Cash-Based Awards may be granted to Participants in such amounts
and upon such terms, and at any time and from time to time, as shall be determined by the Committee, in accordance with the
Plan. A Cash-Based Award entitles the Participant who receives such Award to receive a payment in cash upon the attainment of
applicable performance goals for the applicable Performance Period, and/or satisfaction of other terms and conditions, in
each case determined by the Committee, and which shall be set forth in the Award Agreement. The terms and conditions of such
Awards shall be consistent with the Plan and set forth in the Award Agreement and need not be uniform among all such Awards
or all Participants receiving such Awards.


 


(b)
Earning and Payment of Cash-Based Awards. Cash-Based Awards shall become earned, in whole or in part, based upon the attainment
of performance goals specified by the Committee and/or the occurrence of any event or events and/or satisfaction of such terms
and conditions, including a Change in Control, as the Committee shall determine, either at or after the Grant Date. The Committee
shall determine the extent to which any applicable performance goals and/or other terms and conditions of a Cash-Based Award are
attained or not attained following conclusion of the applicable Performance Period. The Committee may, in its discretion, waive
any such performance goals and/or other terms and conditions relating to any such Award, subject to Section 12, if applicable.
Payment of earned Cash-Based Awards shall be as determined by the Committee and set forth in the Award Agreement.


 


(c)
Termination of Employment or Service. Each Award Agreement shall set forth the extent to which the Participant shall have
the right to retain Cash-Based Award following such Participant’s Termination of Service. Such provisions shall be determined
in the sole discretion of the Committee, shall be included in the applicable Award Agreement, need not be uniform among all such
Awards issued pursuant to the Plan, and may reflect distinctions based on the reasons for Termination of Service.


 


12.
Transferability Of Awards; Beneficiary Designation.


 


(a)
Transferability of Incentive Stock Options. No ISO or Tandem SAR granted in connection with an ISO may be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution or in
accordance with Section 12(c). Further, all ISOs and Tandem SARs granted in connection with ISOs granted to a Participant shall
be exercisable during his or her lifetime only by such Participant.


 


(b)
All Other Awards. Except as otherwise provided in Section 8(e) or Section 12(c), no Award granted under the Plan may be
sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and
distribution; provided that the Committee may, in its discretion, and subject to such conditions and limitations as it
may impose, permit an Award to be transferred for customary estate planning purposes, subject to Section 12(a) and any applicable
Period of Restriction; provided further, however, that no Award may be transferred for value or other consideration
without first obtaining approval thereof by the shareholders of the Company. Further, except as otherwise provided in a Participant’s
Award Agreement or otherwise determined at any time by the Committee, or unless the Committee decides to permit further transferability,
subject to Section 12(a) and any applicable Period of Restriction, all Awards granted to a Participant under the Plan, and all
rights with respect to such Awards, shall be exercisable or available during his or her lifetime only by or to such Participant.
With respect to those Awards, if any, that are permitted to be transferred to another individual, references in the Plan to exercise
or payment related to such Awards by or to the Participant shall be deemed to include, as determined by the Committee, the Participant’s
permitted transferee. In the event any Award is exercised by or otherwise paid to the executors, administrators, heirs or distributees
of the estate of a deceased Participant, or such a Participant’s beneficiary, or the transferee of an Award, in any such
case, pursuant to the terms and conditions of the Plan and the applicable Agreement and in accordance with such terms and conditions
as may be specified from time to time by the Committee, the Company shall be under no obligation to issue Shares thereunder unless
and until the Company is satisfied, as determined in the discretion of the Committee, that the person or persons exercising such
Award, or to receive such payment, are the duly appointed legal representative of the deceased Participant’s estate or the
proper legatees or distributees thereof or the named beneficiary of such Participant, or the valid transferee of such Award, as
applicable. Any purported assignment, transfer or encumbrance of an Award that does not comply with this Section 12(b) shall be
void and unenforceable against the Company.


 




    	 



    	 



    

 


(c) Beneficiary
Designation. Each Participant may, from time to time, name any beneficiary or beneficiaries who shall be permitted to
exercise his or her Option or SAR or to whom any benefit under the Plan is to be paid in case of the Participant’s
death before he or she fully exercises his or her Option or SAR or receives any or all of such benefit. Each such designation
shall 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. In the
absence of any such beneficiary designation, a Participant’s unexercised Option or SAR, or amounts due but remaining
unpaid to such Participant, at the Participant’s death, shall be exercised or paid as designated by the Participant by
will or by the laws of descent and distribution.


 


13.
Rights of Participants.


 


(a)
Rights or Claims. No person shall have any rights or claims under the Plan except in accordance with the provisions of
the Plan and any applicable Award Agreement. The liability of the Company and any Affiliate under the Plan is limited to the obligations
expressly set forth in the Plan, and no term or provision of the Plan may be construed to impose any further or additional duties,
obligations, or costs on the Company or any Affiliate thereof or the Board or the Committee not expressly set forth in the Plan.
The grant of an Award under the Plan shall not confer any rights upon the Participant holding such Award other than such terms,
and subject to such conditions, as are specified in the Plan as being applicable to such type of Award, or to all Awards, or as
are expressly set forth in the Award Agreement evidencing such Award. Without limiting the generality of the foregoing, neither
the existence of the Plan nor anything contained in the Plan or in any Award Agreement shall be deemed to:


 


(i)
Give any Eligible Individual the right to be retained in the employment or service of the Company and/or an Affiliate, whether
in any particular position, at any particular rate of compensation, for any particular period of time or otherwise;


 


(ii)
Restrict in any way the right of the Company and/or an Affiliate to terminate, change or modify any Eligible Individual’s
employment or service at any time with or without Cause;


 


(iii)
Confer on any Eligible Individual any right of continued relationship with the Company and/or an Affiliate, or alter any relationship
between them, including any right of the Company or an Affiliate to terminate, change or modify its relationship with an Eligible
Individual;


 


(iv)
Constitute a contract of employment or service between the Company or any Affiliate and any Eligible Individual, nor shall it
constitute a right to remain in the employ or service of the Company or any Affiliate;


 


(v)
Give any Eligible Individual the right to receive any bonus, whether payable in cash or in Shares, or in any combination thereof,
from the Company and/or an Affiliate, nor be construed as limiting in any way the right of the Company and/or an Affiliate to
determine, in its sole discretion, whether or not it shall pay any Eligible Individual bonuses, and, if so paid, the amount thereof
and the manner of such payment; or


 


(vi)
Give any Participant any rights whatsoever with respect to an Award except as specifically provided in the Plan and the Award
Agreement.


 


(b)
Adoption of the Plan. The adoption of the Plan shall not be deemed to give any Eligible Individual or any other individual
any right to be selected as a Participant or to be granted an Award, or, having been so selected, to be selected to receive a
future Award.


 


(c)
Vesting. Notwithstanding any other provision of the Plan, a Participant’s right or entitlement to exercise or otherwise
vest in any Award not exercisable or vested at the Grant Date thereof shall only result from continued services as a Non-Employee
Director or Consultant or continued employment, as the case may be, with the Company or any Affiliate, or satisfaction of any
other performance goals or other conditions or restrictions applicable, by its terms, to such Award, except, in each such case,
as the Committee may, in its discretion, expressly determine otherwise.


 




    	 



    	 



    

 


(d) No
Effects on Benefits; No Damages. Payments and other compensation received by a Participant under an Award are not part of
such Participant’s normal or expected compensation or salary for any purpose, including calculating termination,
indemnity, severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement
benefits or similar payments under any laws, plans, contracts, policies, programs, arrangements or otherwise. A Participant
shall, by participating in the Plan, waive any and all rights to compensation or damages in consequence of Termination of
Service of such Participant for any reason whatsoever, whether lawfully or otherwise, insofar as those rights arise or may
arise from such Participant ceasing to have rights under the Plan as a result of such Termination of Service, or from the
loss or diminution in value of such rights or entitlements, including by reason of the operation of the terms of the Plan or
the provisions of any statute or law relating to taxation. No claim or entitlement to compensation or damages arises from the
termination of the Plan or diminution in value of any Award or Shares purchased or otherwise received under the
Plan.


 


(e)
One or More Types of Awards. A particular type of Award may be granted to a Participant either alone or in addition to
other Awards under the Plan.


 


14.
Change In Control.


 


(a)
Alternative Awards. Notwithstanding any other provisions of the Plan to the contrary, the occurrence of a Change in Control
will not itself result in the cancellation, acceleration of exercisability or vesting, lapse of any Period of Restriction or settlement
or other payment with respect to any outstanding Award to the extent that the Board or the Committee determines in its discretion,
prior to such Change in Control, that such outstanding Award shall be honored or assumed, or new rights substituted therefor (such
honored, assumed or substituted Award being hereinafter referred to as an “Alternative Award”) by the New Employer,
provided that any Alternative Award must:


 


(i)
be based on securities that are traded on an established United States securities market, or which will be so traded within sixty
(60) days following the Change in Control;


 


(ii)
provide the Participant (or each Participant in a class of Participants) with rights and entitlements substantially equivalent
to or better than the rights, terms and conditions applicable under such Award, including an identical or better exercise or vesting
schedule and identical or better timing and methods of payment;


 


(iii)
have substantially equivalent economic value to such Award immediately prior to the Change in Control (as determined by the Board
or the Committee (as constituted prior to the Change in Control), in its discretion);


 


(iv)
have terms and conditions which provide that if the Participant incurs a Termination of Service by the New Employer under any
circumstances other than involuntary Termination of Service for Cause or resignation without Good Reason within two (2) years
following the Change in Control, (1) any conditions on a Participant’s rights under, or any restrictions on transfer or
exercisability applicable to, such Alternative Award shall be waived or shall lapse in full, and such Alternative Award shall
become fully vested and exercisable, as the case may be, and (2) to the extent applicable, each such Alternative Award outstanding
as of the date of such Termination of Service may thereafter be exercised until the later of (A) the last date on which such Award
would have been exercisable in the absence of this Section 14(a), and (B) the earlier of (I) the third anniversary of such Change
in Control and (II) expiration of the term of such Award; and


 


(v)
not subject the Participant to the assessment of additional taxes under Section 409A of the Code.


 




    	 



    	 



    

 


(b)
Accelerated Vesting and Payment.


 


(i)
Notwithstanding any other provisions of the Plan to the contrary, in the event Section 14(a) does not apply, upon a Change in
Control, (1) all outstanding Awards shall become fully vested, nonforfeitable and, to the extent applicable, exercisable immediately
prior to the Change in Control; (2) the Board or the Committee (as constituted prior the Change in Control) shall provide that
in connection with the Change in Control (A) each outstanding Option and Stock Appreciation Right shall be cancelled in exchange
for an amount (payable in accordance with Section 14(b)(ii)) equal to the excess, if any, of the Fair Market Value of the Shares
on the date of the Change in Control over the Option Price or Grant Price applicable to such Option or Stock Appreciation Right,
(B) each Share of Restricted Stock, each Restricted Stock Unit and each other Award denominated in Shares shall be cancelled in
exchange for an amount (payable in accordance with Section 14(b)(ii)) equal to the Change in Control Price multiplied by the number
of Shares covered by such Award, (C) each Award not denominated in Shares shall be cancelled in exchange for the full amount of
such Award (payable in accordance with Section 14(b)), and (D) any Award the payment or settlement of which was deferred under
Section 20(d) or otherwise shall be cancelled in exchange for the full amount of such deferred Award (payable in accordance with
Section 14(b)(ii)); (3) the target performance goals applicable to any outstanding Awards shall be deemed to have been attained
in full (unless actual performance exceeds the target, in which case actual performance shall be used) for the entire applicable
Performance Period then outstanding; and (4) the Board or the Committee (as constituted prior the Change in Control) may, in addition
to the consequences otherwise set forth in this Section 14(b)(i), make adjustments and / or settlements of outstanding Awards
as it deems appropriate and consistent with the Plan’s purposes.


 


(ii)
Payments. Payment of any amounts in accordance with this Section 14(b) shall be made in cash or, if determined by the Board
or the Committee (as constituted prior to the Change in Control), in securities of the New Employer that are traded on an established
United States securities market, or which will be so traded within sixty (60) days following the Change in Control, having an
aggregate fair market value (as determined by such Board or Committee) equal to such amount or in a combination of such securities
and cash. All amounts payable hereunder shall be payable in full, as soon as reasonably practicable, but in no event later than
ten (10) business days, following the Change in Control.


 


(c)
Certain Terminations of Service Prior to Change in Control. Any Participant who incurs a Termination of Service under any
circumstances other than involuntary Termination of Service for Cause or resignation without Good Reason on or after the date
on which the Company entered into an agreement in principle the consummation of which would constitute a Change in Control, but
prior to such consummation, and such Change in Control actually occurs, shall be treated, solely for purposes of the Plan (including
this Section 14), as continuing in the Company’s, or the applicable Affiliate’s, employment or service until the occurrence
of such Change in Control and to have been terminated under such circumstances immediately thereafter.


 


(d)
Termination, Amendment, and Modifications of Change in Control Provisions. Notwithstanding any other provision of the Plan
or any Award Agreement provision, the provisions of this Section 14 may not be terminated, amended, or modified on or after the
date of a Change in Control to materially impair any Participant’s Award theretofore granted and then outstanding under
the Plan without the prior written consent of such Participant.


 


(e)
No Implied Rights; Other Limitations. No Participant shall have any right to prevent the consummation of any of the acts
described in Section 4(c) or this Section 14 affecting the number of Shares available to, or other entitlement of, such Participant
under the Plan or such Participant’s Award. Any actions or determinations of the Committee under this Section 14 need not
be uniform as to all outstanding Awards, nor treat all Participants identically. Notwithstanding the foregoing provisions of this
Section 14, the Committee shall determine the adjustments provided in this Section 14: (i) subject to Section 16(g)(vi), and (ii)
after taking into account, among other things, to the extent applicable, the provisions of the Code applicable to Incentive Stock
Options, and in no event may any ISO be exercised after ten (10) years from the Grant Date thereof.


 


15.
Amendment and Termination.


 


(a)
Amendment and Termination of the Plan. The Board may, at any time and with or without prior notice, amend, alter, suspend
or terminate the Plan, retroactively or otherwise, but no such amendment, alteration, suspension or termination of the Plan shall
be made which would materially impair the previously accrued rights of any Participant with respect to a previously granted Award
without such Participant’s consent, except any such amendment made to comply with applicable law, tax rules, stock exchange
rules or accounting rules. In addition, no such amendment shall be made without the approval of the Company’s shareholders
to the extent such approval is required by any applicable law, tax rules, stock exchange rules or accounting rules (including
as necessary to comply with any rules or requirements of any securities exchange or inter-dealer quotation system on which the
Shares may be listed or quoted).


 




    	 



    	 



    

 


(b)
Amendment of Awards. Subject to the immediately following sentence, the Committee may unilaterally amend or alter the terms
of any Award theretofore granted, including any Award Agreement, retroactively or otherwise, but no such amendment shall be inconsistent
with the terms and conditions of the Plan or materially impair the previously accrued rights of the Participant to whom such Award
was granted with respect to such Award without his or her consent, except such an amendment made to cause the Plan or such Award
to comply with applicable law, tax rules, stock exchange rules or accounting rules.


 


16.
Tax Withholding and Other Tax Matters.


 


(a)
Tax Withholding. The Company and/or any Affiliate are authorized to withhold from any Award granted or payment due under
the Plan the amount of all federal, state, local and non-United States taxes due in respect of such Award or payment and take
any such other action as may be necessary or appropriate, as determined by the Committee, to satisfy all obligations for the payment
of such taxes. No later than the date as of which an amount first becomes includible in the gross income or wages of a Participant
for federal, state, local, or non-U.S. tax purposes with respect to any Award, such Participant shall pay to the Company, or make
arrangements satisfactory to the Committee regarding the payment of, any federal, state, local or non-U.S. taxes or social security
(or similar) contributions of any kind required by law to be withheld with respect to such amount. The obligations of the Company
under the Plan shall be conditional on such payment or satisfactory arrangements (as determined by the Committee in its discretion),
and the Company and the Subsidiaries and Affiliates shall, to the extent permitted by law, have the right to deduct any such taxes
from any payment otherwise due to such Participant, whether or not under the Plan.


 


(b)
Withholding or Tendering Shares. Without limiting the generality of Section 16(a), subject to any applicable laws, a Participant
may (unless disallowed by the Committee) elect to satisfy or arrange to satisfy, in whole or in part, the tax obligations incident
to an Award by: (i) electing to have the Company withhold Shares or other property otherwise deliverable to such Participant pursuant
to his or her Award and/or (ii) tendering to the Company Shares already owned by such Participant (or by such Participant and
his or her spouse jointly); provided, however, that in the case of each of clauses (i) and (ii) of this sentence, the amount of
any Shares so withheld or tendered shall not exceed the amount necessary to satisfy required federal, state, locate and non-United
States withholding obligations using the minimum statutory withholding rates for federal, state, local and/or non-United States
tax purposes, including payroll taxes, that are applicable to supplemental taxable income), based, in each case, on the Fair Market
Value of the Shares on the payment date as determined by the Committee. All such elections shall be irrevocable, made in writing,
signed by the Participant, and shall be subject to any restrictions or limitations that the Committee, in its sole discretion,
deems appropriate. The Committee may establish such procedures as it deems appropriate, including making irrevocable elections,
for settlement of withholding obligations with Shares.


 


(c) 
Restrictions. The satisfaction of tax obligations pursuant to this Section 16 shall be subject to such restrictions
as the Committee may impose, including any restrictions required by applicable law or the rules and regulations of the SEC,
and shall be construed consistent with an intent to comply with any such applicable laws, rule and regulations.


 


(d)
Special ISO Obligations. The Committee may require a Participant to give prompt written notice to the Company concerning
any disposition of Shares received upon the exercise of an ISO within: (i) two (2) years from the Grant Date such ISO to such
Participant or (ii) one (1) year from the transfer of such Shares to such Participant or (iii) such other period as the Committee
may from time to time determine. The Committee may direct that a Participant with respect to an ISO undertake in the applicable
Award Agreement to give such written notice described in the preceding sentence, at such time and containing such information
as the Committee may prescribe, and/or that the certificates evidencing Shares acquired by exercise of an ISO refer to such requirement
to give such notice.


 




    	 



    	 



    

 


(e) Section
83(b) Election. If a Participant makes an election under Section 83(b) of the Code to be taxed with respect to an Award
as of the date of transfer of Shares rather than as of the date or dates upon which the Participant would otherwise
be taxable under Section 83(a) of the Code, such Participant shall deliver a copy of such election to the Company upon or
prior to the filing such election with the Internal Revenue Service. Neither the Company nor any Affiliate shall have any
liability or responsibility relating to or arising out of the filing or not filing of any such election or any defects in its
construction.


 


(f)
No Guarantee of Favorable Tax Treatment. Although the Company intends to administer the Plan so that Awards will be exempt
from, or will comply with, the requirements of Code Section 409A, the Company does not warrant that any Award under the Plan will
qualify for favorable tax treatment under Code Section 409A or any other provision of federal, state, local, or non-United States
law. The Company shall not be liable to any Participant for any tax, interest, or penalties the Participant might owe as a result
of the grant, holding, vesting, exercise, or payment of any Award under the Plan.


 


(g)
Nonqualified Deferred Compensation.


 


(i)
It is the intention of the Company that no Award shall be deferred compensation subject to Code Section 409A unless and to the
extent that the Committee specifically determines otherwise as provided in paragraph (ii) of this Section 16(g), and the Plan
and the terms and conditions of all Awards shall be interpreted and administered accordingly.


 


(ii)
The terms and conditions governing any Awards that the Committee determines will be subject to Section 409A of the Code, including
any rules for payment or elective or mandatory deferral of the payment or delivery of Shares or cash pursuant thereto, and any
rules regarding treatment of such Awards in the event of a Change in Control, shall be set forth in the applicable Award Agreement
and shall be intended to comply in all respects with Section 409A of the Code, and the Plan and the terms and conditions of such
Awards shall be interpreted and administered accordingly.


 


(iii)
The Committee shall not extend the period to exercise an Option or Stock Appreciation Right to the extent that such extension
would cause the Option or Stock Appreciation Right to become subject to Code Section 409A.


 


(iv)
No Dividend Equivalents shall relate to Shares underlying an Option or SAR unless such Dividend Equivalent rights are explicitly
set forth as a separate arrangement and do not cause any such Option or SAR to be subject to Code Section 409A.


 


(v)
The Company shall have complete discretion to interpret and construe the Plan and any Award Agreement in any manner that establishes
an exemption from (or compliance with) the requirements of Code Section 409A. If for any reason, such as imprecision in drafting,
any provision of the Plan and/or any Award Agreement does not accurately reflect its intended establishment of an exemption from
(or compliance with) Code Section 409A, as demonstrated by consistent interpretations or other evidence of intent, such provision
shall be considered ambiguous as to its exemption from (or compliance with) Code Section 409A and shall be interpreted by the
Company in a manner consistent with such intent, as determined in the discretion of the Company. If, notwithstanding the foregoing
provisions of this Section 16(g)(v), any provision of the Plan or any Award Agreement would cause a Participant to incur any additional
tax or interest under Code Section 409A, the Company shall reform such provision in a manner intended to avoid the incurrence
by such Participant of any such additional tax or interest; provided that the Company shall maintain, to the extent reasonably
practicable, the original intent and economic benefit to the Participant of the applicable provision without violating the provisions
of Code Section 409A.


 


(vi)
Notwithstanding the provisions of Section 4(c) to the contrary, (1) any adjustments made pursuant to Section 4(c) to Awards
that are considered “deferred compensation” subject to Section 409A of the Code shall be made in compliance with
the requirements of Section 409A of the Code; (2) any adjustments made pursuant to Section 4(c) to Awards that are not
considered “deferred compensation” subject to Section 409A of the Code shall be made in such a manner as to
ensure that after such adjustment, the Awards either (A) continue not to be subject to Section 409A of the Code or (B) comply
with the requirements of Section 409A of the Code; and (3) in any event, neither the Committee nor the Board shall have any
authority to make any adjustments, substitutions or changes pursuant to Section 4(c) to the extent the existence of such
authority would cause an Award that is not intended to be subject to Section 409A of the Code at the Grant Date thereof to be
subject to Section 409A of the Code.


 




    	 



    	 



    

 


(vii)
If any Award is subject to Section 409A of the Code, the provisions of Section 15 shall be applicable to such Award only to the
extent specifically provided in the Award Agreement and permitted pursuant to paragraph (ii) of this Section 16(g).


 


(viii)
Notwithstanding any other provision in the Plan, any Award Agreement or any other written document establishing the terms and
conditions of an Award, if any Participant is a “specified employee,” within the meaning of Section 409A of the Code,
as of the date of his or her “separation from service” (as defined under Section 409A of the Code), then, to the extent
required by Treasury Regulation Section 1.409A-3(i)(2) (or any successor provision), any payment made to such Participant on account
of his or her separation from service shall not be made before a date that is six months after the date of his or her separation
from service. The Committee may elect any of the methods of applying this rule that are permitted under Treasury Regulation Section
1.409A-3(i)(2)(ii) (or any successor provision).


 


17.
Limits Of Liability; Indemnification.


 


(a)
Limits of Liability. Any liability of the Company or an Affiliate to any Participant with respect to any Award shall be
based solely upon contractual obligations created by the Plan and the Award Agreement.


 


(i)
None of the Company, any Affiliate, any member of the Board or the Committee or any other person participating in any determination
of any question under the Plan, or in the interpretation, administration or application of the Plan, shall have any liability,
in the absence of bad faith, to any party for any action taken or not taken in connection with the Plan, except as may expressly
be provided by statute.


 


(ii)
Each member of the Committee, while serving as such, shall be considered to be acting in his or her capacity as a director of
the Company. Members of the Board of Directors and members of the Committee acting under the Plan shall be fully protected in
relying in good faith upon the advice of counsel and shall incur no liability except for gross negligence or willful misconduct
in the performance of their duties.


 


(iii)
The Company shall not be liable to a Participant or any other person as to: (i) the non-issuance of Shares as to which the Company
has been unable to obtain from any regulatory body having relevant jurisdiction the authority deemed by the Committee or the Company’s
counsel to be necessary to the lawful issuance and sale of any Shares hereunder, (ii) any tax consequence expected, but not realized,
by any Participant or other person due to the receipt, exercise or settlement of any Option or other Award, or (iii) any tax,
interest, or penalties any Participant or other person might owe as a result of the grant, holding, vesting, exercise, or payment
of any Award under the Plan.


 


(b)
Indemnification. Subject to the requirements of British Virgin Islands law, each individual who is or shall have been a
member of the Committee or of the Board, or an officer of the Company to whom authority was delegated in accordance with Section
3, shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense that may be imposed
upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which
he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan
and against and from any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid
by him or her in satisfaction of any judgment in any such action, suit, or proceeding against him or her, provided he or
she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle
and defend it on his or her own behalf, unless such loss, cost, liability, or expense is a result of the individual’s own
willful misconduct or except as provided by statute. The foregoing right of indemnification shall not be exclusive of any other
rights of indemnification to which such individual may be entitled under the Company’s Certificate of Incorporation or By-Laws,
as a matter of law, or otherwise, or any power that the Company may have to indemnify or hold harmless such individual.


 




    	 



    	 



    

 


18.
Successors. All obligations of the Company under the Plan with respect to Awards granted hereunder shall be binding
on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger,
consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.


 


19.
Forfeiture / Clawback. The Committee may, in its discretion, specify in an Award Agreement or a policy that will
be deemed incorporated into an Award Agreement by reference (regardless of whether such policy is established before or after
the date of such Award Agreement), that a Participant’s rights, payments, and benefits with respect to an Award shall be
subject to reduction, cancellation, forfeiture, rescission or recoupment upon the occurrence of certain specified events, in addition
to any otherwise applicable vesting, restrictions or performance conditions of an Award. Such events may include, but shall not
be limited to, Termination of Service with or without cause, breach of noncompetition, confidentiality, or other restrictive covenants
that may apply to the Participant, or restatement of the Company’s financial statements to reflect adverse results from
those previously released financial statements, as a consequence of errors, omissions, fraud, or misconduct.


 


20.
Miscellaneous.


 


(a)
Drafting Context; Captions. Except where otherwise indicated by the context, any masculine term used herein also shall
include the feminine; the plural shall include the singular and the singular shall include the plural. The words “Section,”
and “paragraph” herein shall refer to provisions of the Plan, unless expressly indicated otherwise. The words “include,”
“includes,” and “including” herein shall be deemed to be followed by “without limitation”
whether or not they are in fact followed by such words or words of similar import, unless the context otherwise requires. The
headings and captions appearing herein are inserted only as a matter of convenience. They do not define, limit, construe, or describe
the scope or intent of the provisions of the Plan.


 


(b)
Severability. In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or
invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or
invalid provision had not been included.


 


(c)
Exercise and Payment of Awards. An Award shall be deemed exercised or claimed when the Corporate Secretary of the Company
or any other Company official or other person designated by the Committee for such purpose receives appropriate Notice from a
Participant, in form acceptable to the Committee, together with payment of the applicable Option Price, Grant Price or other purchase
price, if any, and compliance with Section 16, in accordance with the Plan and such Participant’s Award Agreement.


 


(d)
Deferrals. Subject to applicable law, the Committee may from time to time establish procedures pursuant to which a Participant
may defer on an elective or mandatory basis receipt of all or a portion of the cash or Shares subject to an Award on such terms
and conditions as the Committee shall determine, including those of any deferred compensation plan of the Company or any Affiliate
specified by the Committee for such purpose.


 


(e)
No Effect on Other Plans. Neither the adoption of the Plan nor anything contained herein shall affect any other compensation
or incentive plans or arrangements of the Company or any Affiliate, or prevent or limit the right of the Company or any Affiliate
to establish any other forms of incentives or compensation for their directors, officers, eligible employees or consultants or
grant or assume options or other rights otherwise than under the Plan.


 


(f)
Requirements of Law; Limitations on Awards.


 


(i)
The granting of Awards and the issuance of Shares under the Plan shall be subject to all applicable laws, rules, and regulations,
and to such approvals by any governmental agencies or national securities exchanges as may be required.


 




    	 



    	 



    

 


(ii)
If at any time the Committee shall determine, in its discretion, that the listing, registration and/or qualification of
Shares upon any securities exchange or under any state, federal or non-United States law, or the consent or approval of any
governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the sale or purchase of
Shares hereunder, the Company shall have no obligation to allow the grant, exercise or payment of any Award, or to issue or
deliver evidence of title for Shares issued under the Plan, in whole or in part, unless and until such listing, registration,
qualification, consent and/or approval shall have been effected or obtained, or otherwise provided for, free of any
conditions not acceptable to the Committee.


 


(iii)
If at any time counsel to the Company shall be of the opinion that any sale or delivery of Shares pursuant to an Award is or may
be in the circumstances unlawful or result in the imposition of excise taxes on the Company or any Affiliate under the statutes,
rules or regulations of any applicable jurisdiction, the Company shall have no obligation to make such sale or delivery, or to
make any application or to effect or to maintain any qualification or registration under the Securities Act, or otherwise with
respect to Shares or Awards and the right to exercise or payment of any Option or Award shall be suspended until, in the opinion
of such counsel, such sale or delivery shall be lawful or will not result in the imposition of excise taxes on the Company or
any Affiliate.


 


(iv)
Upon termination of any period of suspension under this Section 20(f), any Award affected by such suspension which shall not then
have expired or terminated shall be reinstated as to all Shares available before such suspension and as to the Shares which would
otherwise have become available during the period of such suspension, but no suspension shall extend the term of any Award.


 


(v)
The Committee may require each person receiving Shares in connection with any Award under the Plan to represent and agree with
the Company in writing that such person is acquiring such Shares for investment without a view to the distribution thereof, and/or
provide such other representations and agreements as the Committee may prescribe. The Committee, in its absolute discretion, may
impose such restrictions on the ownership and transferability of the Shares purchasable or otherwise receivable by any person
under any Award as it deems appropriate. Any such restrictions shall be set forth in the applicable Award Agreement, and the certificates
evidencing such shares may include any legend that the Committee deems appropriate to reflect any such restrictions.


 


(vi)
An Award and any Shares received upon the exercise or payment of an Award shall be subject to such other transfer and/or ownership
restrictions and/or legending requirements as the Committee may establish in its discretion and may be referred to on the certificates
evidencing such Shares, including restrictions under applicable federal securities laws, under the requirements of any stock exchange
or market upon which such Shares are then listed and/or traded, and under any blue sky or state securities laws applicable to
such Shares.


 


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


 


(h)
Governing Law. Except as to matters concerning the issuance of Shares or other matters of corporate governance, which shall
be determined, and related Plan and Award provisions, which shall be construed, under the laws of the British Virgin Islands,
the Plan and each Award Agreement shall be governed by and construed in accordance with the laws of the State of New York, excluding
any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Plan to the
substantive law of another jurisdiction. Unless otherwise provided in the Award Agreement, Participants are deemed to submit to
the exclusive jurisdiction and venue of the federal or state courts of the State of New York, to resolve any and all issues that
may arise out of or relate to the Plan or any related Award Agreement.


 




    	 



    	 



    

 


(i) Plan
Unfunded. The Plan shall be an unfunded plan for incentive compensation. The Company shall not be required to
establish any special or separate fund or to make any other segregation of assets to assure the issuance of Shares or the
payment of cash upon exercise or payment of any Award. Proceeds from the sale of Shares pursuant to Options or other Awards
granted under the Plan shall constitute general funds of the Company. With respect to any payments not yet made to any person
pursuant to an Award, nothing contained in the Plan or any Award Agreement shall give such person any rights that are greater
than those of a general creditor of the Company or any Affiliate, and a Participant’s rights under the Plan at all
times constitute an unsecured claim against the general assets of the Company for the payment any amounts as they come due
under the Plan. Neither the Participant nor the Participant’s duly-authorized transferee or beneficiaries shall have
any claim against or rights in any specific assets, Shares, or other funds of the Company or any Affiliate.


 


(j)
Administration Costs. The Company shall bear all costs and expenses incurred in administering the Plan, including expenses
of issuing Shares pursuant to any Options or other Awards granted hereunder.


 


(k)
Uncertificated Shares. To the extent that the Plan provides for issuance of certificates to reflect the transfer of Shares,
the transfer of such Shares may nevertheless be effected on a noncertificated basis, to the extent not prohibited by applicable
law or the rules of any stock exchange.


 


(l)
No Fractional Shares. An Option or other Award shall not be exercisable with respect to a fractional Share or the lesser
of fifty (50) Shares or the full number of Shares then subject to the Option or other Award. No fractional Shares shall be issued
upon the exercise or payment of an Option or other Award.


 


(m)
Affiliate Eligible Individuals. In the case of a grant of an Award to any Eligible Individual of an Affiliate, the Company
may, if the Committee so directs, issue or transfer the Shares, if any, covered by the Award to such Affiliate, for such lawful
consideration as the Committee may specify, upon the condition or understanding that such Affiliate will transfer such Shares
to such Eligible Individual in accordance with the terms and conditions of such Award and those of the Plan. The Committee may
also adopt procedures regarding treatment of any Shares so transferred to an Affiliate that are subsequently forfeited or canceled.


 


(n)
Data Protection. By participating in the Plan, each Participant consents to the collection, processing, transmission and
storage by the Company, in any form whatsoever, of any data of a professional or personal nature which is necessary for the purposes
of administering the Plan. The Company may share such information with any Affiliate, any trustee, its registrars, brokers, other
third-party administrator or any person who obtains control of the Company or any Affiliate or any division respectively thereof.


 


(o)
Right of Offset. The Company and the Affiliates shall have the right to offset against the obligations to make payment
or issue any Shares to any Participant under the Plan, any outstanding amounts (including travel and entertainment advance balances,
loans, tax withholding amounts paid by the employer or amounts repayable to the Company or any Affiliate pursuant to tax equalization,
housing, automobile or other employee programs) such Participant then owes to the Company or any Affiliate and any amounts the
Committee otherwise deems appropriate pursuant to any tax equalization policy or agreement, in each case to the extent permitted
by applicable law and not in violation of Code Section 409A.


 


(p)
Participants Based Outside of the United States. The Committee may grant awards to Eligible Individuals who are non-United
States nationals, or who reside outside the United States or who are not compensated from a payroll maintained in the United States
or who are otherwise subject to (or could cause the Company to be subject to) legal or regulatory provisions of countries or jurisdictions
outside the United States, on such terms and conditions different from those specified in the Plan as may, in the judgment of
the Committee, be necessary or desirable to foster and promote achievement of the purposes of the Plan and comply with such legal
or regulatory provisions, and, in furtherance of such purposes, the Committee may make or establish such modifications, amendments,
procedures, subplans and/or trust or other custodial arrangements as may be necessary or advisable to comply with such legal or
regulatory requirements (including to maximize tax efficiency). Notwithstanding any contrary Plan provisions prescribing the manner
and form in which Shares may be issued or held by or on behalf of Participants, the Company and/or any Affiliate shall have the
right to make such alternative arrangements as it may, in its discretion, determine, and which may include the transfer of Shares
and/or the issue of stock certificates to any nominee or trust or other arrangement established for the benefit in whole or in
part of Participants.