Exhibit 10.15


 


TRADEWEB MARKETS INC. 2019


OMNIBUS EQUITY INCENTIVE PLAN


(Adopted as of           ,
2019)


 


		1.	Purpose.



 


The purpose of the
Plan is to assist the Company with attracting, retaining, incentivizing and motivating officers and employees of, consultants to,
and non-employee directors providing services to, the Company and its Subsidiaries and Affiliates and to promote the success of
the Company’s business by providing such participating individuals with a proprietary interest in the performance of the
Company. The Company believes that this incentive program will cause participating officers, employees, consultants and non-employee
directors to increase their interest in the welfare of the Company, its Subsidiaries and Affiliates and to align those interests
with those of the stockholders of the Company, its Subsidiaries and Affiliates.


 


		2.	Definitions. For purposes of the Plan:



 


2.1.       “Adjustment
Event” shall have the meaning ascribed to such term in Section 12.1.


 


2.2.       “Affiliate”
shall mean with respect to any entity, any entity that the Company, either directly or indirectly through one or more intermediaries,
is in common control with, is controlled by or controls, each within the meaning of the Securities Act.


 


2.3.       “Award”
means, individually or collectively, a grant of an Option, Restricted Stock, a Restricted Stock Unit, a Stock Appreciation Right,
a Cash Based Award, a Dividend Equivalent Right, a Share Award or any or all of them.


 


2.4.       “Award
Agreement” means a written or electronic agreement between the Company and a Participant evidencing the grant of an Award
and setting forth the terms and conditions thereof.


 


2.5.       “Base
Price” shall have the meaning ascribed to such term in Section 6.4.


 


2.6.       “Beneficiary”
shall have the meaning ascribed to such term in Section 11.2(d).


 


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


 


2.8.       “Cash
Based Award” means an Award initially denominated by reference to a specified dollar amount.


 


2.9.       “Cause”
means, with respect to the Termination of a Participant by the Company or any Subsidiary of the Company that employs such individual
or for which the Participant performs services (or by the Company on behalf of any such Subsidiary) (a) if the Participant is at
the time of Termination a party to an employment or severance agreement that


 




     


     


    

 


defines such term,
the meaning given therein, and (b) in all other cases, any of the following that remains uncured (if curable) for ten days after
the Participant’s receipt of written notice thereof from the Company: (i) the Participant’s gross negligence or willful
misconduct, or willful failure to substantially perform the Participant’s duties (other than due to physical or mental illness
or incapacity), (ii) the Participant’s conviction of, or plea of guilty or nolo contendere to, or confession to, (x) a misdemeanor
involving moral turpitude that has, or could reasonably be expected to have, a material adverse impact on the performance of the
Participant’s duties or result in material injury to the reputation or business of the Company or any of its Subsidiaries,
or (y) a felony (or the equivalent of a misdemeanor or felony in a jurisdiction other than the United States), (iii) the Participant’s
willful breach of a material provision of any other agreement with the Company or any of its Subsidiaries or Affiliates, (iv) the
Participant’s willful violation of any written policies of the Company or any of its Subsidiaries or Affiliates that the
Board determines in good faith is materially detrimental to the best interests of the Company or any of its Subsidiaries or Affiliates,
(v) the Participant’s fraud or misappropriation, embezzlement, or material misuse of funds or property belonging to the Company
or any of its Subsidiaries or Affiliates, or (vi) the Participant’s use of alcohol or drugs that has an adverse impact on
the performance of the Participant’s duties.


 


2.10.      “Change
in Control” means the occurrence of any of the following:


 


(a)       An
acquisition (other than directly from the Company) of any voting securities of the Company (the “Voting Securities”)
by any Person following the Effective Date, immediately after which such Person first acquires “Beneficial Ownership”
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of fifty percent (50%) or more of 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 2.10(a), the acquisition of Voting Securities in a Non-Control Acquisition (as hereinafter
defined) shall not constitute a Change in Control. A “Non-Control Acquisition” shall mean an acquisition 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 the majority of the voting power, voting equity securities or equity interest of which is owned, directly or indirectly,
by the Company (for purposes of this definition, a “Related Entity”), (ii) the Company or any Related Entity
or (iii) any Person in connection with a Non-Control Transaction (as hereinafter defined);


 


(b)       The
individuals who, as of the Effective Date are members of the Board (the “Incumbent Board”), cease for any reason
to constitute at least a majority of the members of the Board; provided, however, that if the election, or nomination for
election by the Company’s common stockholders, of any new director was approved by a vote of at least two-thirds of the Incumbent
Board, such new director shall, for purposes of this Plan, be considered as a member of the Incumbent Board; provided further,
however, that no individual shall be considered a member of the Incumbent Board if such individual initially assumed office
as a result of either an actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board
(a “Proxy Contest”) including by reason of any agreement intended to avoid or settle any Proxy Contest;


 




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(c)       The
consummation of:


 


(i)       A
merger, consolidation or reorganization (x) with or into the Company or (y) in which securities of the Company are issued
(a “Merger”), unless such Merger is a Non-Control Transaction. A “Non-Control Transaction”
shall mean a Merger in which:


 


(A)       the
stockholders of the Company immediately before such Merger own directly or indirectly immediately following such Merger at least
a majority of the combined voting power of the outstanding voting securities of (1) the corporation resulting from such Merger
(the “Surviving Corporation”), if fifty percent (50%) or more of the combined voting power of the then outstanding
voting securities of the Surviving Corporation is not Beneficially Owned, directly or indirectly, by another Person (a “Parent
Corporation”), or (2) if there is one or more than one Parent Corporation, the ultimate Parent Corporation;


 


(B)       the
individuals who were members of the Board immediately prior to the execution of the agreement providing for such Merger constitute
at least a majority of the members of the board of directors of (1) the Surviving Corporation, if there is no Parent Corporation,
or (2) if there is one or more than one Parent Corporation, the ultimate Parent Corporation; and


 


(C)       no
Person other than (1) the Company or another corporation that is a party to the agreement of Merger, (2) any Related Entity, (3) any
employee benefit plan (or any trust forming a part thereof) that, immediately prior to the Merger, was maintained by the Company
or any Related Entity or (4) any Person who, immediately prior to the Merger, had Beneficial Ownership of Voting Securities representing
more than fifty percent (50%) of the combined voting power of the Company’s then-outstanding Voting Securities, has Beneficial
Ownership, directly or indirectly, of fifty percent (50%) or more of the combined voting power of the outstanding voting securities
of (x) the Surviving Corporation, if there is no Parent Corporation, or (y) if there is one or more than one Parent Corporation,
the ultimate Parent Corporation;


 


(ii)       A
complete liquidation or dissolution of the Company; or


 


(iii)      The
sale or other disposition of all or substantially all of the assets of the Company and its Subsidiaries taken as a whole to any
Person (other than (x) a transfer to a Related Entity or (y) the distribution to the Company’s stockholders of the stock
of a Related Entity or any other assets).


 


Notwithstanding the foregoing, a Change
in Control shall not be deemed to occur solely because any Person (the “Subject Person”) acquired Beneficial
Ownership of more than the permitted amount of the then outstanding Voting Securities as a result of the acquisition of Voting


 




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Securities by the Company which, by
reducing the number of Voting Securities then outstanding, increases the proportional number of shares Beneficially Owned by the
Subject Person; provided that if a Change in Control would occur (but for the operation of this sentence) as a result of
the acquisition of Voting Securities by the Company and, after such acquisition by the Company, the Subject Person becomes the
Beneficial Owner of any additional Voting Securities and such Beneficial Ownership increases the percentage of the then outstanding
Voting Securities Beneficially Owned by the Subject Person, then a Change in Control shall occur. For the avoidance of doubt, a
direct or indirect change of control or other sale or disposition of securities of an entity that is a shareholder of the Company
shall not constitute a Change in Control.


 


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


 


2.12.       “Committee”
means the Committee which administers the Plan as provided in Section 3.


 


2.13.       “Company”
means Tradeweb Markets Inc., a Delaware corporation, or any successor thereto.


 


2.14.       “Consultant”
means any consultant or advisor, other than an Employee or Director, who is a natural person and who renders services to the Company
or a Subsidiary that (a) are not in connection with the offer and sale of the Company’s securities in a capital raising transaction
and (b) do not directly or indirectly promote or maintain a market for the Company’s securities.


 


2.15.       “Corporate
Transaction” means (a) a merger, consolidation, reorganization, recapitalization or other transaction or event having
a similar effect on the Company’s capital stock or (b) a liquidation or dissolution of the Company. For the avoidance of
doubt, a Corporate Transaction may be a transaction that is also a Change in Control.


 


2.16.       “Director”
means a member of the Board.


 


2.17.       “Disability”
means, with respect to a Participant, a permanent and total disability as defined in Code Section 22(e)(3). A determination of
Disability may be made by a physician selected or approved by the Committee and, in this respect, the Participant shall submit
to any reasonable examination(s) required by such physician upon request. Notwithstanding the foregoing provisions of this Section
2.17, in the event any Award is considered to be “deferred compensation” as that term is defined under Section 409A
and the terms of the Award are such that the definition of “disability” is required to comply with the requirements
of Section 409A then, in lieu of the foregoing definition, the definition of “Disability” for purposes of such Award
shall mean, with respect to a Participant, that the Participant is unable to engage in any substantial gainful activity by reason
of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last
for a continuous period of not less than twelve (12) months.


 


2.18.       “Dividend
Equivalent Right” means a right to receive cash or Shares based on the value of dividends that are paid with respect
to Shares.


 




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2.19.       “Effective
Date” means the date of the Plan’s approval by the Board, subject to the approval of the Company’s stockholders.


 


2.20.       “Eligible
Individual” means any Employee, Director or Consultant.


 


2.21.       “Employee”
means any individual performing services for the Company or a Subsidiary and designated as an employee of the Company or the Subsidiary
on its payroll records. An Employee shall not include any individual during any period he or she is classified or treated by the
Company or Subsidiary as an independent contractor, a consultant or an employee of an employment, consulting or temporary agency
or any other entity other than the Company or Subsidiary, 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 or Subsidiary during such
period. An individual shall not cease to be an Employee in the case of (i) any leave of absence approved by the Company or (ii)
transfers between locations of the Company or any Subsidiary, or between the Company and any Subsidiaries.


 


2.22.       “Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


2.23.       “Fair
Market Value” on any date means:


 


(a)       if
the Shares are listed for trading on a national securities exchange, the closing price at the close of the primary trading session
of the Shares on the date of determination on the principal national securities exchange on which the Shares are listed or admitted
to trading as officially quoted in the consolidated tape of transactions on such exchange or such other source as the Committee
deems reliable for the applicable date, or if there has been no such closing price of the Shares on such date, on the next preceding
date on which there was such a closing price;


 


(b)       if
the Shares are not listed for trading on a national securities exchange, the fair market value of the Shares as determined in good
faith by the Committee, and, if applicable, in accordance with Sections 409A and 422 of the Code.


 


Notwithstanding the
foregoing, with respect to Awards granted in connection with an Initial Public Offering, if any, unless the Committee determines
otherwise, Fair Market Value shall mean the price at which Shares are offered to the public by the underwriters in the Initial
Public Offering.


 


2.24.       “Incentive
Stock Option” means an Option satisfying the requirements of Section 422 of the Code and designated by the Committee
as an Incentive Stock Option.


 


2.25.       “Initial
Public Offering” means the consummation of the first public offering of Shares pursuant to a registration statement (other
than a Form S-8 or successor forms) filed with, and declared effective by, the United States Securities and Exchange Commission


 


2.26.       “Nonemployee
Director” means a Director of the Board who is a “nonemployee director” within the meaning of Rule 16b-3
promulgated under the Exchange Act.


 




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2.27.       “Nonqualified
Stock Option” means an Option which is not an Incentive Stock Option.


 


2.28.       “Option”
means a Nonqualified Stock Option or an Incentive Stock Option.


 


2.29.       “Option
Price” means the price at which a Share may be purchased pursuant to an Option.


 


2.30.       “Parent”
means any corporation which is a “parent corporation” (within the meaning of Section 424(e) of the Code) with respect
to the Company.


 


2.31.       “Participant”
means an Eligible Individual to whom an Award has been granted under the Plan.


 


2.32.       “Person”
shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) of the
Exchange Act.


 


2.33.       “Plan”
means this Tradeweb Markets Inc. 2019 Omnibus Equity Incentive Plan, as amended from time to time.


 


2.34.       “Plan
Termination Date” means the date that is ten (10) years after the Effective Date, unless the Plan is earlier terminated
by the Board pursuant to Section 15 hereof.


 


2.35.       “Restricted
Stock” means Shares issued or transferred to an Eligible Individual pursuant to Section 8.1.


 


2.36.       “Restricted
Stock Units” means rights granted to an Eligible Individual under Section 8.2 representing a number of hypothetical Shares.


 


2.37.       “SAR
Payment Amount” shall have the meaning ascribed to such term in Section 6.4.


 


2.38.       “Section
409A” means Section 409A of Code, and all regulations, guidance, and other interpretative authority issued thereunder.


 


2.39.       “Securities
Act” means the Securities Act of 1933, as amended.


 


2.40.       “Share
Award” means an Award of Shares granted pursuant to Section 10.


 


2.41.       “Shares”
means the Class A common stock, par value $0.01 per share, of the Company and any other securities into which such shares are changed
or for which such shares are exchanged.


 


2.42.       “Stock
Appreciation Right” means a right to receive all or some portion of the increase, if any, in the value of the Shares
as provided in Section 6 hereof.


 


2.43.       “Subsidiary”
means (a) except as provided in subsection (b) below, any corporation which is a subsidiary corporation within the meaning of Section
424(f) of the Code


 




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with respect to the
Company and (b) in relation to the eligibility to receive Awards other than Incentive Stock Options and continued employment or
the provision of services for purposes of Awards (unless the Committee determines otherwise) (i) Tradeweb Markets, LLC and (ii)
any entity, whether or not incorporated, in which the Company or Tradeweb Markets, LLC directly or indirectly owns at least twenty-five
percent (25%) of the outstanding equity or other ownership interests.


 


2.44.       “Ten-Percent
Shareholder” means an Eligible Individual who, at the time an Incentive Stock Option is to be granted to him or her,
owns (within the meaning of Section 422(b)(6) of the Code) stock possessing more than ten percent (10%) of the total combined voting
power of all classes of stock of the Company, a Parent or a Subsidiary.


 


2.45.       “Termination”,
“Terminated” or “Terminates” shall mean (a) with respect to a Participant who is an Employee,
the date such Participant ceases to be employed by the Company and its Subsidiaries, (b) with respect to a Participant who is a
Consultant, the date such Participant ceases to provide services to the Company and its Subsidiaries or (c) with respect to a Participant
who is a Director, the date such Participant ceases to be a Director, in each case, for any reason whatsoever (including by reason
of death, Disability or adjudicated incompetency). Unless otherwise set forth in an Award Agreement, (a) if a Participant is both
an Employee and a Director and terminates as an Employee but remains as a Director, the Participant will be deemed to have continued
in employment without interruption and shall be deemed to have Terminated upon ceasing to be a Director and (b) if a Participant
who is an Employee or a Director ceases to provide services in such capacity and becomes a Consultant, the Participant will thereupon
be deemed to have been Terminated. To the extent any Award hereunder is subject to (rather than exempt from) Section 409A, a Participant
shall not be deemed to have experienced a Termination unless such event also constitutes a “separation from service”
within the meaning of Section 409A.


 


2.46.       “Transaction
Agreement” shall have the meaning ascribed to such term in Section 13.1(a).


 


		3.	Administration.



 


3.1.       Committee.
The Plan shall be administered by a Committee appointed by the Board. The Committee shall consist of at least two (2) Directors
of the Board and may consist of the entire Board; provided, however, that if the Committee consists of less than the entire
Board, then, with respect to any Award granted to an Eligible Individual who is subject to Section 16 of the Exchange Act, the
Committee shall consist of at least two (2) Directors of the Board, each of whom shall be a Nonemployee Director. For purposes
of the preceding sentence, if one or more members of the Committee is not a Nonemployee Director but recuses himself or herself
or abstains from voting with respect to a particular action taken by the Committee, then the Committee, with respect to that action,
shall be deemed to consist only of the members of the Committee who have not recused themselves or abstained from voting.


 


3.2.       Meetings;
Procedure. The Committee shall hold meetings when it deems necessary and shall keep minutes of its meetings. The acts of a
majority of the total membership of the Committee at any meeting, or the acts approved in writing by all of its members, shall
be


 




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the acts of the Committee.
All decisions and determinations by the Committee in the exercise of its powers hereunder shall be final, binding and conclusive
upon the Company, its Subsidiaries, the Participants and all other Persons having any interest therein.


 


3.3.       Board
Reservation and Delegation.


 


(a)       The
Board may, in its discretion, reserve to itself or exercise any or all of the authority and responsibility of the Committee hereunder.
To the extent the Board has reserved to itself or exercises the authority and responsibility of the Committee, the Board shall
be deemed to be acting as the Committee for purposes of the Plan and references to the Committee in the Plan shall be to the Board.


 


(b)       Subject
to applicable law, the Board or the Committee may delegate, in whole or in part, any of the authority of the Committee hereunder
(subject to such limits as may be determined by the Board or the Committee) to any individual or committee of individuals (who
need not be Directors), including without limitation the authority to make Awards to Eligible Individuals who are not officers
or directors of the Company or any of its Subsidiaries and who are not subject to Section 16 of the Exchange Act. To the extent
that the Board or Committee delegates any such authority to make Awards as provided by this Section 3.3(b), all references in the
Plan to the Committee’s authority to make Awards and determinations with respect thereto shall be deemed to include the Board’s
or Committee’s delegate.


 


3.4.       Committee
Powers. Subject to the express terms and conditions set forth herein, the Committee shall have all of the powers necessary
to enable it to carry out its duties under the Plan, including, without limitation, the power from time to time to:


 


(a)       determine
those Eligible Individuals to whom Awards shall be granted under the Plan and determine the number of Shares or amount of cash
in respect of which each Award is granted, prescribe the terms and conditions (which need not be identical) of each such Award,
including, (i) in the case of Options, the exercise price per Share and the duration of the Option and (ii) in the case of Stock
Appreciation Rights, the Base Price per Share and the duration of the Stock Appreciation Right, and make any amendment or modification
to any Award Agreement consistent with the terms of the Plan;


 


(b)       construe
and interpret the Plan and the Awards granted hereunder, establish, amend and revoke rules, regulations and guidelines as it deems
are necessary or appropriate for the administration of the Plan, including, but not limited to, correcting any defect, supplying
any omission or reconciling any inconsistency in the Plan or in any Award Agreement in the manner and to the extent it shall
deem necessary or advisable, including so that the Plan and the operation of the Plan comply with Rule 16b-3 under the Exchange
Act, the Code to the extent applicable and other applicable law, and otherwise make the Plan fully effective;


 




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(c)       determine
the duration and purposes for leaves of absence which may be granted to a Participant on an individual basis without constituting
a Termination for purposes of the Plan;


 


(d)       cancel,
with the consent of the Participant, outstanding Awards or as otherwise permitted under the terms of the Plan;


 


(e)       exercise
its discretion with respect to the powers and rights granted to it as set forth in the Plan; and


 


(f)       generally,
exercise such powers and perform such acts as are deemed necessary or advisable to promote the best interests of the Company with
respect to the Plan.


 


3.5.       Non-Uniform
Determinations. The Committee’s determinations under the Plan need not be uniform and may be made by it selectively among
Persons who receive, or are eligible to receive, Awards (whether or not such Persons are similarly situated). Without limiting
the generality of the foregoing, the Committee shall be entitled, among other things, to make non-uniform and selective determinations,
and to enter into non-uniform and selective Award Agreements, as to the Eligible Individuals to receive Awards under the Plan and
the terms and provision of Awards under the Plan.


 


3.6.      Non-U.S.
Employees. Notwithstanding anything herein to the contrary, with respect to Participants working outside the United States,
the Committee may determine the terms and conditions of Awards and make such adjustments to the terms thereof as are necessary
or advisable to fulfill the purposes of the Plan taking into account matters of local law or practice, including tax and securities
laws of jurisdictions outside the United States.


 


3.7.       Indemnification.
No member of the Committee shall be liable for any action, failure to act, determination or interpretation made in good faith with
respect to the Plan or any transaction hereunder. The Company hereby agrees to indemnify each member of the Committee for all costs
and expenses and, to the extent permitted by applicable law, any liability incurred in connection with defending against, responding
to, negotiating for the settlement of or otherwise dealing with any claim, cause of action or dispute of any kind arising in connection
with any actions in administering the Plan or in authorizing or denying authorization to any transaction hereunder.


 


3.8.       No
Repricing of Options or Stock Appreciation Rights. The Committee shall have no authority to (i) make any adjustment (other
than in connection with an Adjustment Event, a Corporate Transaction or other transaction where an adjustment is permitted or required
under the terms of the Plan) or amendment, and no such adjustment or amendment shall be made, that reduces or would have the effect
of reducing the exercise price of an Option or Stock Appreciation Right previously granted under the Plan, whether through amendment,
cancellation or replacement grants or other means, or (ii) cancel for cash or other consideration any Option whose Option Price
is greater than the then Fair Market Value of a Share or Stock Appreciation Right whose Base Price is greater than the then Fair
Market Value of a Share unless, in either


 




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case the Company’s
stockholders shall have approved such adjustment, amendment or cancellation.


 


		4.	Stock Subject to the Plan; Grant Limitations.



 


4.1.       Aggregate
Number of Shares Authorized for Issuance. Subject to any adjustment as provided in the Plan, the maximum number of Shares that
may be issued pursuant to Awards granted under the Plan shall not exceed [•], no more than [•] of which may be issued upon
the exercise of Incentive Stock Options. The Shares to be issued under the Plan may be, in whole or in part, authorized but unissued
Shares or issued Shares which shall have been reacquired by the Company and held by it as treasury shares.


 


4.2.       Nonemployee
Director Limit. With respect to Awards granted hereunder, the maximum dollar amount of cash or the Fair Market Value of Shares
that any Nonemployee Director may receive pursuant to one or more Awards in any calendar year may not exceed $300,000.


 


4.3.       Calculating
Shares Available. If an Award or any portion thereof (i) expires or otherwise terminates without all of the Shares covered
by such Award having been issued or (ii) is settled in cash (i.e., the Participant receives cash rather than Shares), such expiration,
termination or settlement will not reduce (or otherwise offset) the number of Shares that may be available for issuance under the
Plan. If any Shares issued pursuant to an Award are forfeited and returned back to or reacquired by the Company because of the
failure to meet a contingency or condition required to vest such Shares in the Participant, then the Shares that are forfeited
or reacquired will again become available for issuance under the Plan. Any Shares tendered or withheld (i) to pay the Option Price
of an Option granted under this Plan or (ii) to satisfy tax withholding obligations associated with an Award granted under this
Plan, shall become available again for issuance under this Plan.


 


		5.	Stock Options.



 


5.1.       Authority of Committee.
The Committee may grant Options to Eligible Individuals in accordance with the Plan, the terms and conditions of the grant of which
shall be set forth in an Award Agreement. Incentive Stock Options may be granted only to Eligible Individuals who are employees
of the Company or any of its Subsidiaries on the date the Incentive Stock Option is granted. Options shall be subject to the following
terms and provisions:


 


5.2.       Option Price.
The Option Price or the manner in which the exercise price is to be determined for Shares under each Option shall be determined
by the Committee and set forth in the Award Agreement; provided, however, that the exercise price per Share under each Option
shall not be less than the greater of (i) the par value of a Share and (ii) 100% of the Fair Market Value of a Share on the date
the Option is granted (110% in the case of an Incentive Stock Option granted to a Ten-Percent Shareholder).


 


5.3.       Maximum Duration.
Options granted hereunder shall be for such term as the Committee shall determine; provided that an Incentive Stock Option
shall not be exercisable after the expiration of ten (10) years from the date it is granted (five (5) years in the case of an


 




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Incentive Stock Option
granted to a Ten-Percent Shareholder) and a Nonqualified Stock Option shall not be exercisable after the expiration of ten (10)
years from the date it is granted; provided, further, however, that (i) unless the Committee provides otherwise, an Option
(other than an Incentive Stock Option) may, upon the death of the Participant prior to the expiration of the Option, be exercised
for up to one (1) year following the date of the Participant’s death, even if such period extends beyond ten (10) years from
the date the Option is granted and (ii) if, at the time an Option (other than an Incentive Stock Option) would otherwise expire
at the end of its term, the exercise of the Option is prohibited by applicable law or the Company’s insider trading policy,
the term shall be extended until thirty (30) days after the prohibition no longer applies. The Committee may, subsequent to the
granting of any Option, extend the period within which the Option may be exercised (including following a Participant’s Termination),
but in no event shall the period be extended to a date that is later than the earlier of the latest date on which the Option could
have been exercised and the 10th anniversary of the date of grant of the Option, except as otherwise provided herein in this Section
5.3.


 


5.4.       Vesting.
The Committee shall determine and set forth in the applicable Award Agreement the time or times at which an Option shall become
vested and exercisable. To the extent not exercised, vested installments shall accumulate and be exercisable, in whole or in part,
at any time after becoming exercisable, but not later than the date the Option expires. The Committee may accelerate the exercisability
of any Option or portion thereof at any time.


 


5.5.       Limitations
on Incentive Stock Options. To the extent that the aggregate Fair Market Value (determined as of the date of the grant) of
Shares with respect to which Incentive Stock Options granted under the Plan and “incentive stock options” (within the
meaning of Section 422 of the Code) granted under all other plans of the Company or its Subsidiaries (in either case determined
without regard to this Section 5.5) are exercisable by a Participant for the first time during any calendar year exceeds $100,000,
such Incentive Stock Options shall be treated as Nonqualified Stock Options. In applying the limitation in the preceding sentence
in the case of multiple Option grants, unless otherwise required by applicable law, Options which were intended to be Incentive
Stock Options shall be treated as Nonqualified Stock Options according to the order in which they were granted such that the most
recently granted Options are first treated as Nonqualified Stock Options.


 


5.6.       Method
of Exercise. The exercise of an Option shall be made only by giving notice in the form and to the Person designated by the
Company, specifying the number of Shares to be exercised and, to the extent applicable, accompanied by payment therefor and otherwise
in accordance with the Award Agreement pursuant to which the Option was granted. The Option Price for any Shares purchased pursuant
to the exercise of an Option shall be paid in any of, or any combination of, the following forms: (a) cash or its equivalent (e.g.,
a check) or (b) if permitted by the Committee, the transfer, either actually or by attestation, to the Company of Shares that have
been held by the Participant for at least six (6) months (or such lesser period as may be permitted by the Committee) prior to
the exercise of the Option, such transfer to be upon such terms and conditions as determined by the Committee or (c) in the form
of other property as determined by the Committee. In addition, (a) the Committee may provide for the payment of the Option Price
through Share withholding as a result of which the number of Shares issued upon exercise of an Option would be reduced by a number
of Shares having a Fair Market Value equal to the Option Price and (b) an Option may be exercised through a registered


 




    	 	- 11 -	 



     


    

 


broker-dealer pursuant
to such cashless exercise procedures that are, from time to time, deemed acceptable by the Committee. No fractional Shares (or
cash in lieu thereof) shall be issued upon exercise of an Option and the number of Shares that may be purchased upon exercise shall
be rounded down to the nearest number of whole Shares.


 


5.7.       Rights
of Participants. No Participant shall be deemed for any purpose to be the owner of any Shares subject to any Option unless
and until (a) the Option shall have been exercised pursuant to the terms thereof, (b) the Company shall have issued and delivered
Shares (whether or not certificated) to the Participant, a securities broker acting on behalf of the Participant or such other
nominee of the Participant and (c) the Participant’s name, or the name of his or her broker or other nominee, shall have
been entered as a shareholder of record on the books of the Company. Thereupon, the Participant shall have full voting, dividend
and other ownership rights with respect to such Shares, subject to such terms and conditions as may be set forth in the applicable
Award Agreement.


 


5.8.       Effect
of Change in Control. Any specific terms applicable to an Option in the event of a Change in Control and not otherwise provided
in the Plan shall be set forth in the applicable Award Agreement.


 


		6.	Stock Appreciation Rights.



 


6.1.       Grant.
The Committee may grant Stock Appreciation Rights to Eligible Individuals in accordance with the Plan, the terms and conditions
of which shall be set forth in an Award Agreement. A Stock Appreciation Right may be granted (a) at any time if unrelated
to an Option or (b) if related to an Option, either at the time of grant or at any time thereafter during the term of the Option.
Awards of Stock Appreciation Rights shall be subject to the following terms and provisions.


 


6.2.       Terms;
Duration. Stock Appreciation Rights shall contain such terms and conditions as to exercisability, vesting and duration as the
Committee shall determine, but in no event shall they have a term of greater than ten (10) years; provided, however,
that unless the Committee provides otherwise, (i) a Stock Appreciation Right may, upon the death of the Participant prior to the
expiration of the Award, be exercised for up to one (1) year following the date of the Participant’s death even if such period
extends beyond ten (10) years from the date the Stock Appreciation Right is granted and (ii) if, at the time a Stock Appreciation
Right would otherwise expire at the end of its term, the exercise of the Stock Appreciation Right is prohibited by applicable law
or the Company’s insider trading policy, the term shall be extended until thirty (30) days after the prohibition no longer
applies. The Committee may, subsequent to the granting of any Stock Appreciation Right, extend the period within which the Stock
Appreciation Right may be exercised (including following a Participant’s Termination), but in no event shall the period be
extended to a date that is later than the earlier of the latest date on which the Stock Appreciation Right could have been exercised
and the 10th anniversary of the date of grant of the Stock Appreciation Right, except as otherwise provided herein in this Section
6.2.


 


6.3.       Vesting.
The Committee shall determine and set forth in the applicable Award Agreement the time or times at which a Stock Appreciation Right
shall become vested and exercisable. To the extent not exercised, vested installments shall accumulate and be


 




    	 	- 12 -	 



     


    

 


exercisable, in whole
or in part, at any time after becoming exercisable, but not later than the date the Stock Appreciation Right expires. The Committee
may accelerate the exercisability of any Stock Appreciation Right or portion thereof at any time.


 


6.4.       Amount
Payable. Upon exercise of a Stock Appreciation Right, the Participant shall be entitled to receive an amount determined by
multiplying (i) the excess of the Fair Market Value of a Share on the last business day preceding the date of exercise of such
Stock Appreciation Right over the Fair Market Value of a Share on the date the Stock Appreciation Right was granted (the “Base
Price”) by (ii) the number of Shares as to which the Stock Appreciation Right is being exercised (the “SAR Payment
Amount”). Notwithstanding the foregoing, the Committee may limit in any manner the amount payable with respect to any
Stock Appreciation Right by including such a limit in the Award Agreement evidencing the Stock Appreciation Right at the time it
is granted.


 


6.5.       Method
of Exercise. Stock Appreciation Rights shall be exercised by a Participant only by giving notice in the form and to the Person
designated by the Company, specifying the number of Shares with respect to which the Stock Appreciation Right is being exercised.


 


6.6.       Form
of Payment. Payment of the SAR Payment Amount may be made in the discretion of the Committee solely in whole Shares having
an aggregate Fair Market Value equal to the SAR Payment Amount, solely in cash or in a combination of cash and Shares. If the Committee
decides to make full payment in Shares and the amount payable results in a fractional Share, payment for the fractional Share will
be made in cash.


 


6.7.       Effect
of Change in Control. Any specific terms applicable to a Stock Appreciation Right in the event of a Change in Control and not
otherwise provided in the Plan shall be set forth in the applicable Award Agreement.


 


		7.	Dividend Equivalent Rights.



 


The Committee may
grant Dividend Equivalent Rights, either in tandem with an Award or as a separate Award, to Eligible Individuals in accordance
with the Plan. The terms and conditions applicable to each Dividend Equivalent Right shall be specified in the Award Agreement
evidencing the Award. Amounts payable in respect of Dividend Equivalent Rights may be payable currently or, may be, deferred until
the lapsing of restrictions on such Dividend Equivalent Rights or until the vesting, exercise, payment, settlement or other lapse
of restrictions on the Award to which the Dividend Equivalent Rights relate; provided, however, that a Dividend Equivalent
Right granted in tandem with another Award that vests based on the achievement of performance goals shall be subject to restrictions
and risk of forfeiture to the same extent as the Awards with respect to which such dividends are payable. In the event that the
amount payable in respect of Dividend Equivalent Rights is to be deferred, the Committee shall determine whether such amount is
to be held in cash or reinvested in Shares or deemed (notionally) to be reinvested in Shares. Dividend Equivalent Rights may be
settled in cash or Shares or a combination thereof, in a single installment or multiple installments, as determined by the Committee.


 




    	 	- 13 -	 



     


    

 


		8.	Restricted Stock; Restricted Stock Units.



 


8.1.       Restricted
Stock. The Committee may grant Awards of Restricted Stock to Eligible Individuals in accordance with the Plan, the terms and
conditions of which shall be set forth in an Award Agreement. Each Award Agreement shall contain such restrictions, terms and conditions
as the Committee may, in its discretion, determine and (without limiting the generality of the foregoing) such Award Agreements
may require that an appropriate legend be placed on Share certificates. With respect to Shares in a book entry account in a Participant’s
name, the Committee may cause appropriate stop transfer instructions to be delivered to the account custodian, administrator or
the Company’s corporate secretary as determined by the Committee in its sole discretion. Awards of Restricted Stock shall
be subject to the following terms and provisions:


 


(a)       Rights
of Participant. Shares of Restricted Stock granted pursuant to an Award hereunder shall be issued in the name of the Participant
as soon as reasonably practicable after the Award is granted provided that the Participant has executed an Award Agreement evidencing
the Award (which, in the case of an electronically distributed Award Agreement, shall be deemed to have been executed by an acknowledgement
of receipt or in such other manner as the Committee may prescribe) and any other documents which the Committee may require as a
condition to the issuance of such Shares. At the discretion of the Committee, Shares issued in connection with an Award of Restricted
Stock may be held in escrow by an agent (which may be the Company) designated by the Committee. Unless the Committee determines
otherwise and as set forth in the Award Agreement, upon the issuance of the Shares, the Participant shall have all of the rights
of a shareholder with respect to such Shares, including the right to vote the Shares and to receive all dividends or other distributions
paid or made with respect to the Shares.


 


(b)       Terms
and Conditions. Each Award Agreement shall specify the number of Shares of Restricted Stock to which it relates, the conditions
which must be satisfied in order for the Restricted Stock to vest and the circumstances under which the Award will be forfeited.


 


(c)       Delivery
of Shares. Upon the lapse of the restrictions on Shares of Restricted Stock, the Committee shall cause a stock certificate
or evidence of book entry Shares to be delivered to the Participant with respect to such Shares of Restricted Stock, free of all
restrictions hereunder.


 


(d)       Treatment
of Dividends. At the time an Award of Restricted Stock is granted, the Committee may, in its discretion, determine that the
payment to the Participant of dividends, or a specified portion thereof, declared or paid on such Shares by the Company shall be
(i) deferred until the lapsing of the restrictions imposed upon such Shares and (ii) held by the Company for the account of the
Participant until such time; provided, however, that a dividend payable in respect of Restricted Stock that vests
based on the achievement of performance goals shall be subject to restrictions and risk of forfeiture to the same extent as the
Restricted Stock with respect to which such dividends are payable. In the event that dividends are to be deferred, the Committee


 




    	 	- 14 -	 



     


    

 


shall determine
whether such dividends are to be reinvested in Shares (which shall be held as additional Shares of Restricted Stock) or held in
cash. Payment of deferred dividends in respect of Shares of Restricted Stock (whether held in cash or as additional Shares of Restricted
Stock), shall be made upon the lapsing of restrictions imposed on the Shares in respect of which the deferred dividends were paid,
and any dividends deferred in respect of any Shares of Restricted Stock shall be forfeited upon the forfeiture of such Shares.


 


(e)       Effect
of Change in Control. Any specific terms applicable to Restricted Stock in the event of a Change in Control and not otherwise
provided in the Plan shall be set forth in the applicable Award Agreement.


 


8.2.       Restricted
Stock Unit Awards. The Committee may grant Awards of Restricted Stock Units to Eligible Individuals in accordance with the
Plan, the terms and conditions of which shall be set forth in an Award Agreement. Each such Award Agreement shall contain such
restrictions, terms and conditions as the Committee may, in its discretion, determine. Awards of Restricted Stock Units shall be
subject to the following terms and provisions:


 


(a)       Payment
of Awards. Each Restricted Stock Unit shall represent the right of the Participant to receive one Share upon vesting of the
Restricted Stock Unit or on any later date specified by the Committee; provided, however, that the Committee may
provide for the settlement of Restricted Stock Units in cash equal to the Fair Market Value of the Shares that would otherwise
be delivered to the Participant (determined as of the date of the Shares would have been delivered), or a combination of cash and
Shares. The Committee may, at the time a Restricted Stock Unit is granted, provide a limitation on the amount payable in respect
of each Restricted Stock Unit.


 


(b)       Effect
of Change in Control. Any specific terms applicable to Restricted Stock Units in the event of a Change in Control and not otherwise
provided in the Plan shall be set forth in the applicable Award Agreement.


 


		9.	Cash Based Awards.



 


9.1.       Grant.
The Committee may grant Cash Based Awards to Eligible Individuals in accordance with the Plan, the terms and conditions of which
shall be set forth in an Award Agreement. Cash Based Awards shall be subject to the following terms and provisions.


 


9.2.       Terms
and Conditions; Vesting and Forfeiture. Cash Based Awards shall be denominated in a specified dollar amount and, contingent
upon the attainment of specified vesting as may be determined by the Committee, represent the right to receive payment as provided
in Section 9.3 of the specified dollar amount or a percentage or multiple of the specified dollar amount as determined pursuant
to the applicable Award Agreement. The Committee may, at the time a Cash Based Award is granted, specify a maximum amount payable
in respect of a vested Cash Based Award. Each Award Agreement shall specify the conditions which must be satisfied in order for
the Cash Based Award to vest and the circumstances under which the Award will be forfeited.


 




    	 	- 15 -	 



     


    

 


9.3.       Payment
of Awards. Payment to Participants in respect of vested Cash Based Awards shall be made at such time or times following the
vesting of the Award as the Committee may determine. Such payments may be made entirely in Shares valued at their Fair Market Value,
entirely in cash or in such combination of Shares and cash as the Committee in its discretion shall determine at any time prior
to such payment.


 


9.4.       Effect
of Change in Control. Any specific terms applicable to a Cash Based Award in the event of a Change in Control and not otherwise
provided in the Plan shall be set forth in the applicable Award Agreement.


 


		10.	Share Awards.



 


The Committee may
grant a Share Award to any Eligible Individual on such terms and conditions as the Committee may determine in its sole discretion.
Share Awards may be made as additional compensation for services rendered by the Eligible Individual or may be in lieu of cash
or other compensation to which the Eligible Individual is entitled from the Company. Any dividend payable in respect of a Share
Award that vests based on the achievement of performance goals shall be subject to restrictions and risk of forfeiture to the same
extent as the Share Award with respect to which such dividends are payable.


 


		11.	Effect of Termination of Employment; Transferability.



 


11.1.      Termination.The
Award Agreement evidencing the grant of each Award shall set forth the terms and conditions applicable to such Award upon Termination,
which shall be as the Committee may, in its discretion, determine at the time the Award is granted or at any time thereafter.


 


11.2.      Transferability
of Awards and Shares.


 


(a)       Non-Transferability
of Awards. Except as set forth in Section 11.2(c) or (d) or as otherwise permitted by the Committee and as set forth in the
applicable Award Agreement, either at the time of grant or at any time thereafter, no Award shall be (i) sold, transferred or otherwise
disposed of, (ii) pledged or otherwise hypothecated or (iii) subject to attachment, execution or levy of any kind; and any purported
transfer, pledge, hypothecation, attachment, execution or levy in violation of this Section 11.2 shall be null and void.


 


(b)       Restrictions
on Shares. The Committee may impose such restrictions on any Shares acquired by a Participant under the Plan as it may deem
advisable, including, without limitation, minimum holding period requirements, restrictions under applicable federal securities
laws, restrictions under the requirements of any stock exchange or market upon which such Shares are then listed or traded and
restrictions under any blue sky or state securities laws applicable to such Shares.


 


(c)       Transfers
By Will or by Laws of Descent or Distribution. Any Award may be transferred by will or by the laws of descent or distribution;
provided, however, that (i) any transferred Award will be subject to all of the same terms and conditions as provided in
the Plan and the applicable Award Agreement; and (ii) the


 




    	 	- 16 -	 



     


    

 


Participant’s
estate or Beneficiary (as hereinafter defined) appointed in accordance with Section 11.2(d) will remain liable for any withholding
tax that may be imposed by any federal, state or local tax authority.


 


(d)       Beneficiary
Designation. To the extent permitted by applicable law, the Company may from time to time permit each Participant to name one
or more individuals (each, a “Beneficiary”) to whom any benefit under the Plan is to be paid or who may exercise
any rights of the Participant under any Award granted under the Plan in the event of the Participant’s death before he or
she receives any or all of such benefit or exercises such Award. 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 designation or if any such designation is
not effective under applicable law as determined by the Committee, benefits under Awards remaining unpaid at the Participant’s
death and rights to be exercised following the Participant’s death shall be paid to or exercised by the Participant’s
estate.


 


		12.	Adjustment upon Changes in Capitalization.



 


12.1.       In
the event that (a) the outstanding Shares are changed into or exchanged for a different number or kind of shares of stock or other
securities or other equity interests of the Company or another corporation or entity, whether through merger, consolidation, reorganization,
recapitalization, reclassification, stock dividend, stock split, reverse stock split, substitution or other similar corporate event
or transaction or (b) there is an extraordinary dividend or distribution by the Company in respect of its Shares or other capital
stock or securities convertible into capital stock in cash, securities or other property (any event described in (a) or (b), an
“Adjustment Event”), the Committee shall determine the appropriate adjustments (if any) to (i) the maximum number
and kind of shares of stock or other securities or other equity interests as to which Awards may be granted under the Plan, (ii)
the maximum number and class of Shares or other stock or securities that may be issued upon exercise of Incentive Stock Options,
(iii) the number and kind of Shares or other securities covered by any or all outstanding Awards that have been granted under the
Plan, (iv) the Option Price of outstanding Options and the Base Price of outstanding Stock Appreciation Rights.


 


12.2.       Any
such adjustment in the Shares or other stock or securities (a) subject to outstanding Incentive Stock Options (including any
adjustments in the exercise price) shall be made in such manner as not to constitute a modification as defined by Section 424(h)(3)
of the Code and only to the extent otherwise permitted by Sections 422 and 424 of the Code and (b) with respect to any Award that
is not subject to Section 409A, in a manner that would not subject the Award to Section 409A and, with respect to any Award that
is subject to Section 409A, in a manner that complies with Section 409A and all regulations and other guidance issued thereunder.


 


12.3.       If,
by reason of an Adjustment Event, pursuant to an Award, a Participant shall be entitled to, or shall be entitled to exercise an
Award with respect to, new, additional or different shares of stock or securities of the Company or any other corporation, such
new, additional or different shares shall thereupon be subject to all of the conditions, restrictions and


 




    	 	- 17 -	 



     


    

 


performance criteria
which were applicable to the Shares subject to the Award, prior to such Adjustment Event.


 


		13.	Effect of Certain Transactions.



 


13.1.      Except
as otherwise provided in the applicable Award Agreement, in connection a Corporate Transaction, either:


 


(a)       outstanding
Awards shall, unless otherwise provided in connection with the Corporate Transaction, continue following the Corporate Transaction
and shall be adjusted if and as provided for in the agreement or plan (in the case of a liquidation or dissolution) entered into
or adopted in connection with the Corporate Transaction (the “Transaction Agreement”), which may include, in
the sole discretion of the Committee or the parties to the Corporate Transaction, the assumption or continuation of such Awards
by, or the substitution for such Awards of new awards of, the surviving, successor or resulting entity, or a parent or subsidiary
thereof, with such adjustments as to the number and kind of shares or other securities or property subject to such new awards,
exercise prices and other terms of such new awards as the Committee or the parties to the Corporate Transaction shall agree, or


 


(b)       outstanding
Awards shall terminate upon the consummation of the Corporate Transaction; provided, however, that vested Awards shall not
be terminated without:


 


(i)       in
the case of vested Options and Stock Appreciation Rights (including those Options and Stock Appreciation Rights that would become
vested upon the consummation of the Corporate Transaction), (1) providing the holders of affected Options and Stock Appreciation
Rights a period of at least fifteen (15) calendar days prior to the date of the consummation of the Corporate Transaction to exercise
the Options and Stock Appreciation Rights, or (2) providing the holders of affected Options and Stock Appreciation Rights payment
(in cash or other consideration upon or immediately following the consummation of the Corporate Transaction, or, to the extent
permitted by Section 409A, on a deferred basis) in respect of each Share covered by the Option or Stock Appreciation Rights being
cancelled an amount equal to the excess, if any, of the per Share price to be paid or distributed to stockholders in the Corporate
Transaction (the value of any non-cash consideration to be determined by the Committee in good faith) over the Option Price of
the Option or the Base Price of the Stock Appreciation Rights, or


 


(ii)       in
the case vested Awards other than Options or Stock Appreciation Rights (including those Awards that would become vested upon the
consummation of the Corporate Transaction), providing the holders of affected Awards payment (in cash or other consideration upon
or immediately following the consummation of the Corporate Transaction, or, to the extent permitted by Section 409A, on a deferred
basis) in respect of each Share covered by the Award being cancelled of the per Share price to be paid or distributed to


 




    	 	- 18 -	 



     


    

 


stockholders
in the Corporate Transaction, in each case with the value of any non-cash consideration to be determined by the Committee in good
faith.


 


(c)       For
the avoidance of doubt, if the amount determined pursuant to clause (b)(i)(2) above is zero or less, the affected Option or Stock
Appreciation Rights may be terminated without any payment therefor.


 


13.2.      Without
limiting the generality of the foregoing or being construed as requiring any such action, in connection with any such Corporate
Transaction the Committee may, in its sole and absolute discretion, cause any of the following actions to be taken effective upon
or at any time prior to any Corporate Transaction (and any such action may be made contingent upon the occurrence of the Corporate
Transaction):


 


(a)       cause
any or all unvested Options and Stock Appreciation Rights to become fully vested and immediately exercisable (as applicable) and/or
provide the holders of such Options and Stock Appreciation Rights a reasonable period of time prior to the date of the consummation
of the Corporate Transaction to exercise the Options and Stock Appreciation Rights;


 


(b)       with
respect to unvested Options and Stock Appreciation Rights that are terminated in connection with the Corporate Transaction, provide
to the holders thereof a payment (in cash and/or other consideration) in respect of each Share covered by the Option or Stock Appreciation
Right being terminated in an amount equal to all or a portion of the excess, if any, of the per Share price to be paid or distributed
to stockholders in the Corporate Transaction (the value of any non-cash consideration to be determined by the Committee in good
faith) over the exercise price of the Option or the Base Price of the Stock Appreciation Right, which may be paid in accordance
with the vesting schedule of the Award as set forth in the applicable Award Agreement, upon the consummation of the Corporate Transaction
or, to the extent permitted by Section 409A, at such other time or times as the Committee may determine;


 


(c)       with
respect to unvested Awards (other than Options or Stock Appreciation Rights) that are terminated in connection with the Corporate
Transaction, provide to the holders thereof a payment (in cash and/or other consideration) in respect of each Share covered by
the Award being terminated in an amount equal to all or a portion of the per Share price to be paid or distributed to stockholders
in the Corporate Transaction (the value of any non-cash consideration to be determined by the Committee in good faith), which may
be paid in accordance with the vesting schedule of the Award as set forth in the applicable Award Agreement, upon the consummation
of the Corporate Transaction or, to the extent permitted by Section 409A, at such other time or times as the Committee may determine.


 


(d)       For
the avoidance of doubt, if the amount determined pursuant to clause (b) above is zero or less, the affected Option or Stock Appreciation
Rights may be terminated without any payment therefor.


 


13.3.      Notwithstanding
anything to the contrary in this Plan or any Agreement,


 




    	 	- 19 -	 



     


    

 


(a)       the
Committee may, in its sole discretion, provide in the Transaction Agreement or otherwise for different treatment for different
Awards or Awards held by different Participants and, where alternative treatment is available for a Participant’s Awards,
may allow the Participant to choose which treatment shall apply to such Participant's Awards;


 


(b)       any
action permitted under this Section 13 may be taken without the need for the consent of any Participant. To the extent a Corporate
Transaction also constitutes an Adjustment Event and action is taken pursuant to this Section 13 with respect to an outstanding
Award, such action shall conclusively determine the treatment of such Award in connection with such Corporate Transaction notwithstanding
any provision of the Plan to the contrary (including Section 12).


 


(c)       to
the extent the Committee chooses to make payments to affected Participants pursuant to Section 13.1(b)(i)(2) or (ii) or Section
13.2(b) or (c) above, any Participant who has not returned any letter of transmittal or similar acknowledgment that the Committee
requires be signed in connection with such payment within the time period established by the Committee for returning any such letter
or similar acknowledgement shall forfeit his or her right to any payment and his or her associated Awards may be cancelled without
any payment therefor.


 


		14.	Interpretation.



 


14.1.       Section
16 Compliance. The Plan is intended to comply with Rule 16b-3 promulgated under the Exchange Act and the Committee shall interpret
and administer the provisions of the Plan or any Award Agreement in a manner consistent therewith. Any provisions inconsistent
with such Rule shall be inoperative and shall not affect the validity of the Plan.


 


14.2.       Compliance
with Section 409A. All Awards granted under the Plan are intended either not to be subject to Section 409A or, if subject to
Section 409A, to be administered, operated and construed in compliance with Section 409A and all regulations and other guidance
issued thereunder. Notwithstanding this or any other provision of the Plan to the contrary, the Committee may amend the Plan or
any Award granted hereunder in any manner or take any other action that it determines, in its sole discretion, is necessary, appropriate
or advisable (including replacing any Award) to cause the Plan or any Award granted hereunder to comply with Section 409A and all
regulations and other guidance issued thereunder or to not be subject to Section 409A. Any such action, once taken, shall be deemed
to be effective from the earliest date necessary to avoid a violation of Section 409A and shall be final, binding and conclusive
on all Eligible Individuals and other individuals having or claiming any right or interest under the Plan.


 


		15.	Term; Plan Termination and Amendment of the Plan; Modification of Awards.



 


15.1.      Term.
The Plan shall terminate on the Plan Termination Date and no Award shall be granted after that date. The applicable terms of the
Plan and any terms and


 




    	 	- 20 -	 



     


    

 


conditions applicable
to Awards granted prior to the Plan Termination Date shall survive the termination of the Plan and continue to apply to such Awards.


 


15.2.      Plan
Amendment or Plan Termination. The Board may earlier terminate the Plan and the Board may at any time and from time to time
amend, modify or suspend the Plan; provided, however, that:


 


(a)       no
such amendment, modification, suspension or termination shall materially impair or materially and adversely alter any Awards theretofore
granted under the Plan, except with the consent of the Participant, nor shall any amendment, modification, suspension or termination
deprive any Participant of any Shares which he or she may have acquired through or as a result of the Plan; and


 


(b)       to
the extent necessary under any applicable law, regulation or exchange requirement or as provided in Section 3.8, no other amendment
shall be effective unless approved by the stockholders of the Company in accordance with applicable law, regulation or exchange
requirement.


 


15.3.       Modification
of Awards. No modification of an Award shall adversely alter or impair any rights or obligations under the Award without the
consent of the Participant.


 


		16.	Non-Exclusivity of the Plan.



 


The adoption of the
Plan by the Board shall not be construed as amending, modifying or rescinding any previously approved incentive arrangement or
as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including,
without limitation, the granting of stock options otherwise than under the Plan, and such arrangements may be either applicable
generally or only in specific cases.


 


		17.	Limitation of Liability.



 


As illustrative of
the limitations of liability of the Company, but not intended to be exhaustive thereof, nothing in the Plan shall be construed
to:


 


(a)       give
any Person any right to be granted an Award other than at the sole discretion of the Committee;


 


(b)       limit
in any way the right of the Company or any of its Subsidiaries to terminate the employment of or the provision of services by any
Person at any time;


 


(c)       be
evidence of any agreement or understanding, express or implied, that the Company will pay any Person at any particular rate of
compensation or for any particular period of time; or


 


(d)       be
evidence of any agreement or understanding, express or implied, that the Company will employ any Person at any particular rate
of compensation or for any particular period of time.


 




    	 	- 21 -	 



     


    

 


		18.	Regulations and Other Approvals; Governing Law.



 


18.1.      Governing
Law. Except as to matters of federal law, the Plan and the rights of all Persons claiming hereunder shall be construed and
determined in accordance with the laws of the State of Delaware without giving effect to conflicts of laws principles thereof.


 


18.2.      Compliance
with Law.


 


(a)       The
obligation of the Company to sell or deliver Shares with respect to Awards granted under the Plan shall be subject to all applicable
laws, rules and regulations, including all applicable federal and state securities laws, and the obtaining of all such approvals
by governmental agencies as may be deemed necessary or appropriate by the Committee.


 


(b)       The
Board may make such changes as may be necessary or appropriate to comply with the rules and regulations of any government authority
or to obtain for Eligible Individuals granted Incentive Stock Options the tax benefits under the applicable provisions of the Code
and regulations promulgated thereunder.


 


(c)       Each
grant of an Award and the issuance of Shares or other settlement of the Award is subject to compliance with all applicable federal,
state and foreign law. Further, if at any time the Committee determines, in its discretion, that the listing, registration or qualification
of Shares issuable pursuant to the Plan is required by any securities exchange or under any federal, state or foreign law, or that
the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with,
the grant of an Award or the issuance of Shares, no Awards shall be or shall be deemed to be granted or payment made or Shares
issued, in whole or in part, unless listing, registration, qualification, consent or approval has been effected or obtained free
of any conditions that are not acceptable to the Committee. Any Person exercising an Option or receiving Shares in connection with
any other Award shall make such representations and agreements and furnish such information as the Board or Committee may request
to assure compliance with the foregoing or any other applicable legal requirements.


 


18.3.      Transfers
of Plan Acquired Shares. Notwithstanding anything contained in the Plan or any Award Agreement to the contrary, in the event
that the disposition of Shares acquired pursuant to the Plan is not covered by a then current registration statement under the
Securities Act and is not otherwise exempt from such registration, such Shares shall be restricted against transfer to the extent
required by the Securities Act and Rule 144 or other regulations promulgated thereunder. The Committee may require any individual
receiving Shares pursuant to an Award granted under the Plan, as a condition precedent to receipt of such Shares, to represent
and warrant to the Company in writing that the Shares acquired by such individual are acquired without a view to any distribution
thereof and will not be sold or transferred other than pursuant to an effective registration thereof under the Securities Act or
pursuant to an exemption applicable under the Securities Act or the rules and regulations promulgated thereunder. The certificates
evidencing any of such Shares shall be appropriately amended or have an appropriate legend placed thereon to reflect their status
as restricted securities as aforesaid.


 




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		19.	Miscellaneous.



 


19.1.       Award
Agreements. Each Award Agreement shall either be (a) in writing in a form approved by the Committee and executed on behalf
of the Company by an officer duly authorized to act on its behalf, or (b) an electronic notice in a form approved by the Committee
and recorded by the Company (or its designee) in an electronic recordkeeping system used for the purpose of tracking Awards as
the Committee may provide. If required by the Committee, an Award Agreement shall be executed or otherwise electronically accepted
by the recipient of the Award in such form and manner as the Committee may require. The Committee may authorize any officer of
the Company to execute any or all Award Agreements on behalf of the Company.


 


19.2.       Forfeiture
Events; Clawback. The Committee may specify in an Award Agreement that the Participant’s rights, payments and benefits
with respect to an Award shall be subject to reduction, cancellation, forfeiture, clawback or recoupment upon the occurrence of
certain specified events or as required by law, in addition to any otherwise applicable forfeiture provisions that apply to the
Award.


 


19.3.       Multiple
Agreements. The terms of each Award may differ from other Awards granted under the Plan at the same time or at some other time.
The Committee may also grant more than one Award to a given Eligible Individual during the term of the Plan, either in addition
to or, subject to Section 3.8, in substitution for one or more Awards previously granted to that Eligible Individual.


 


19.4.       Withholding
of Taxes. The Company or any of its Subsidiaries may withhold from any payment of cash or Shares to a Participant or other
Person under the Plan an amount sufficient to cover any withholding taxes which may become required with respect to such payment
or take any other action it deems necessary to satisfy any income or other tax withholding requirements as a result of the grant,
exercise, vesting or settlement of any Award under the Plan. The Company or any of its Subsidiaries shall have the right to require
the payment of any such taxes or to withhold from wages or other amounts otherwise payable to a Participant or other Person, and
require that the Participant or other Person furnish all information deemed necessary by the Company or any of its Subsidiaries
to meet any tax reporting obligation as a condition to exercise or before making any payment or the issuance or release of any
Shares pursuant to an Award. If the Participant or other Person shall fail to make such tax payments as are required, the Company
or its Subsidiaries shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind
otherwise due to such Participant or other Person or to take such other action as may be necessary to satisfy such withholding
obligations. If specified in an Award Agreement at the time of grant or otherwise approved by the Committee, a Participant may,
in satisfaction of his or her obligation to pay withholding taxes in connection with the exercise, vesting or other settlement
of an Award, elect to (i) make a cash payment to the Company, (ii) have withheld a portion of the Shares then issuable to him or
her or (iii) deliver Shares owned by the Participant prior to the exercise, vesting or other settlement of an Award, in each case
having an aggregate Fair Market Value equal to the withholding taxes. To the extent that Shares are used to satisfy withholding
obligations of a Participant pursuant to this Section 19.4 (whether previously-owned Shares or Shares withheld from an Award),
they may only be used to satisfy the minimum tax withholding


 




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required by law (or
such other amount as will not have any adverse accounting impact as determined by the Committee).


 


19.5.     Disposition
of ISO Shares.If a Participant makes a disposition, within the meaning of Section 424(c) of the Code and regulations promulgated
thereunder, of any Share or Shares issued to such Participant pursuant to the exercise of an Incentive Stock Option within the
two-year period commencing on the day after the date of the grant or within the one-year period commencing on the day after the
date of transfer of such Share or Shares to the Participant pursuant to such exercise, the Participant shall, within ten (10) days
of such disposition, notify the Company thereof, by delivery of written notice to the Company at its principal executive office.


 


19.6.       Plan
Unfunded. The Plan shall be unfunded. Except for reserving a sufficient number of authorized Shares to the extent required
by law to meet the requirements of the Plan, the Company shall not be required to establish any special or separate fund or to
make any other segregation of assets to assure payment of any Award granted under the Plan.


 




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