Exhibit 10.2


 





 


STR Holdings, Inc.


2009 Equity Incentive Plan


(Amended and Restated dated as of February 20, 2018)


 


Article 1.              
Establishment & Purpose


 


1.1  Establishment.  STR Holdings, Inc., a
Delaware corporation (hereinafter referred to as the “Company”), establishes the 2009 Equity Incentive Plan
(hereinafter referred to as the “Plan”) as set forth in this document.


 


1.2  Purpose of the Plan.  The purpose of this Plan
is to attract, retain and motivate 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 them with
appropriate incentives and rewards either through a proprietary interest in the long-term success of the Company or compensation
based on fulfilling their performance goals.


 


Article 2.              
Definitions


 


Whenever capitalized in the Plan, the following terms shall have the
meanings set forth below.


 


2.1          “Affiliate”
means any entity that the Company, either directly or indirectly, is in common control with, is controlled by or controls or any
entity in which the Company has a substantial direct or indirect equity interest, as determined by the Board.


 


2.2          “Award”
means any Option, Stock Appreciation Right, Restricted Stock, Dividend Equivalent or Other Stock-Based Award that is granted under
the Plan.


 


2.3          “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 this Plan, or (b) a written statement issued by the Company
to a Participant describing the terms and provisions of the actual grant of such Award.


 


2.4          “Beneficial
Owner” or “Beneficial Ownership” shall have the meaning ascribed to such term in Rule 13d-3
of the General Rules and Regulations under the Exchange Act.


 


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


 


2.6          “Change
of Control” means the occurrence of any of the following events with respect to the Company, (i) any consolidation
or merger with or into any other corporation, partnership, limited liability company or other entity in which the holders of capital
stock of the Company immediately prior to such merger or consolidation no longer beneficially own, directly or indirectly, a majority
of the outstanding capital stock or equity interest of the surviving corporation, partnership, limited liability company or other
entity immediately after such merger or consolidation, (ii) the sale or transfer of the capital stock of the Company in which
the holders of capital stock of the Company immediately prior to such sale or transfer no longer beneficially own, directly or
indirectly, a majority of the outstanding capital stock or equity interest of the Company immediately after such sale or transfer,
(iii) a sale or transfer of all or substantially all of the assets of the Company, or (iv) the license of all or substantially
all of the assets of the Company where such license is substantially equivalent to a sale or transfer of all or substantially all
of the assets of the Company.


  


2.7          “Code”
means the U.S. Internal Revenue Code of 1986, as amended from time to time.


 


2.8          “Committee”
means the Board, or any committee designated by the Board to administer this Plan.


 


2.9          “Company”
means STR Holdings, Inc., a Delaware corporation, and any successor thereto.


 






     


     


    

 


2.10        “Consultant”
means any person (other than an Employee or a Director) who is engaged by the Company, a Subsidiary or an Affiliate to render consulting
or advisory services to the Company or such Subsidiary or Affiliate.


 


2.11        “Director”
means a member of the Board who is not an Employee.


 


2.12        “Dividend
Equivalent” means any right to a dividend equivalent granted from time to time under Article 6 of the Plan.


 


2.13        “Effective
Date” means the date set forth in Section 14.14.


 


2.14        “Employee”
means an officer or other employee of the Company, its Subsidiaries or an Affiliate, including a member of the Board who is such
an employee.


 


2.15        “Exchange
Act” means the Securities Exchange Act of 1934, as amended from time to time.


 


2.16        “Fair
Market Value” means, as of any date of determination (i)  if the Shares are listed on any established stock
exchange or a national market system, its fair market value shall be the closing sales price for a share of such stock (or the
closing bid, if no sales were reported) as quoted on such exchange or system for the last market trading day prior to the time
of determination, as reported in The Wall Street Journal or such other source as the Board deems reliable; (ii)  if
the Shares are regularly quoted by a recognized securities dealer but selling prices are not reported, its fair market value shall
be the mean between the high bid and low asked prices for a Share on the last market trading day prior to the day of determination;
or (iii) in the absence of an established market for the Shares, the fair market value thereof shall be determined in good
faith by the Board through a reasonable application of a reasonable valuation method.


 


2.17        “Incentive
Stock Option” means an Option intended to meet the requirements of an incentive stock option as defined in Section 422
of the Code and designated as an Incentive Stock Option.


 


2.18        “Nonqualified
Stock Option” means an Option that is not an Incentive Stock Option.


 


2.19        “Other
Stock-Based Award” means any right granted under Article 10 of the Plan.


 


2.20        “Option”
means any stock option granted form time to time under Article 6 of the Plan.


 


2.21        “Option
Price” means the purchase price per Share subject to an Option, as determined pursuant to Section 6.2 of the
Plan.


 


2.22        “Participant”
means any eligible person as set forth in Section 4.1 to whom an Award is granted.


 


2.23        “Plan”
means the STR Holdings, Inc. Equity Incentive Plan.


 


2.24        “Restricted
Stock” means any Award granted under Article 8.


 


2.25        “Restriction
Period” means the period during which Restricted Stock awarded under Article 8 of the Plan is subject to forfeiture.


 


2.26        “Service”
means service as an Employee, Director or Consultant.


 


2.27        “Share”
means a share of common stock of the Company, par value $0.01 per share, or such other class or kind of shares or other securities
resulting from the application of Section 12.1 hereof.


 


2.28        “Stock
Appreciation Right” means any right granted under Article 7.


 


2.29        “Subsidiary”
means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company (or any parent of
the Company) if each of the corporations, other than the last corporation in each unbroken chain owns stock possessing 50% or more
of the total combined voting power of all classes of stock in one of the other corporations in such chain.


 






     


     


    

 


2.30        “Ten Percent
Stockholder” means a person who on any given date owns, either directly or indirectly (taking into account the attribution
rules contained in Section 424(d) of the Code), stock possessing more than 10% of the total combined voting power
of all classes of stock of the Company or a Subsidiary or Affiliate.


 


Article 3.              
Administration


 


3.1          Authority
of the Committee.  The Plan shall be administered by the Committee, which shall have full power to interpret and administer
the Plan and full authority to select the Directors, Employees and Consultants to whom Awards will be granted and determine the
type and amount of Awards to be granted to each such Director, Employee or Consultant, the terms and conditions of Awards granted
under the Plan and the terms of Award Agreements to be entered into with Participants.  Without limiting the generality of
the foregoing, the Committee may, in its sole discretion, clarify, construe or resolve any ambiguity in, or interpret any provision
of, any provision of the Plan or any Award Agreement, accelerate or waive vesting of Awards and exercisability of Awards, extend
the term or period of exercisability of any Awards, modify the purchase price under any Award, or waive any terms or conditions
applicable to any Award; provided that no action taken by the Committee shall adversely affect in any material respect the rights
granted to any Participant under any outstanding Awards without the Participant’s written consent (other than pursuant to
Article 11 or Article 12 hereof).  Awards may, in the discretion of the Committee, be made under the Plan in assumption
of, or in substitution for, outstanding awards previously granted by the Company or its affiliates or a company acquired by the
Company or with which the Company combines.  The Committee shall have full and exclusive discretionary power to adopt rules,
forms, instruments, and guidelines for administering the Plan as the Committee deems necessary or proper.  All actions taken
and all interpretations and determinations made by the Committee or by the Board (or any other committee or sub-committee thereof),
as applicable, shall be final and binding upon the Participants, the Company, and all other interested individuals.


 


3.2          Delegation. 
The Committee may delegate to one or more of its members, one or more officers of the Company or any of its Subsidiaries, and one
or more agents or advisors such administrative duties or powers as it may deem advisable.


 


Article 4.              
Eligibility and Participation


 


4.1          Eligibility. 
Participants will consist of such Employees, Consultants, and Directors as the Committee in its sole discretion determines and
whom the Committee may designate from time to time to receive awards under the Plan.  Designation of a Participant in any
year shall not require the Committee to designate such person to receive an award in any other year or, once designated, to receive
the same type or amount of award as granted to the Participant in any other year.


 


4.2          Types
of Award.  Awards under the Plan may be granted in any one or a combination of:  (a) Options, (b) Stock
Appreciation Rights, (c) Restricted Stock, (d) Dividend Equivalents and (e) Other Stock-Based Awards.  Awards
granted under the Plan shall be evidenced by Award Agreements (which need not be identical) that provide additional terms and conditions
associated with such Awards, as determined by the Committee in its sole discretion; provided, however, that in the
event of any conflict between the provisions of the Plan and any such Award Agreement, the provisions of the Plan shall prevail.


 


Article 5.              
Shares Subject to the Plan and Maximum Awards


 


5.1          Number
of Shares Available for Awards.


 


(a)          
General.  Subject to adjustment as provided in Section 5.1(b) and Article 12, the maximum number of
Shares available for issuance to Participants pursuant to Awards under the Plan shall be 4,133,333 Shares.  The Shares available
for issuance under the Plan may consist, in whole or in part, of authorized and unissued Shares or treasury Shares. The number
of Shares available for granting Incentive Stock Options under the Plan shall not exceed 4,133,333 Shares, subject to adjustments
provided in Article 12 hereof and subject to the provisions of Sections 422 or 424 of the Code or any successor provisions. 
Any Shares delivered to the Company as part or full payment for the purchase price of an Award granted under this Plan or, to the
extent the Committee determines that the availability of Incentive Stock Options under the Plan will not be compromised, to satisfy
the Company’s withholding obligation with respect to an Award granted under this Plan, shall again be available for Awards
under the Plan.  The maximum number of Shares that can be granted to any one Participant, in any calendar year, shall not
exceed 1,333,333 Shares.


 






     


     


    

 


(b)          
Additional Shares.  In the event that any outstanding Award expires, is forfeited, cancelled or otherwise terminated
without consideration (i.e., Shares or cash) therefor, the Shares subject to such Award, to the extent of any such forfeiture,
cancellation, expiration, termination or settlement for cash, shall again be available for Awards under the Plan. If the Committee
authorizes the assumption under this Plan, in connection with any merger, consolidation, acquisition of property or stock, or reorganization,
of awards granted under another plan, such assumption shall not reduce the maximum number of Shares available for issuance under
this Plan.


 


Article 6.              
Stock Options


 


6.1          Grant
of Options.  The Committee is hereby authorized to grant Options to Participants.  Each Option shall permit a Participant
to purchase from the Company a stated number of Shares at an Option Price established by the Committee, subject to the terms and
conditions described in this Article 6 and to such additional terms and conditions, as established by the Committee, in its
sole discretion, that are consistent with the provisions of the Plan.  Options shall be designated as either Incentive Stock
Options or Nonqualified Stock Options, provided that Options granted to Directors and Consultants shall be Nonqualified Stock Options. 
An Option granted as an Incentive Stock Option shall, to the extent it fails to qualify as an Incentive Stock Option, be treated
as a Nonqualified Stock Option.  Neither the Committee nor the Company or any of its Affiliates shall be liable to any Participant
or to any other person if it is determined that an Option intended to be an Incentive Stock Option does not qualify as an Incentive
Stock Option.  Options shall be evidenced by Award Agreements which shall state the number of Shares covered by such Option. 
Such agreements shall conform to the requirements of the Plan, and may contain such other provisions, as the Committee shall deem
advisable.


 


6.2          Terms
of Option Grant.  The Option Price shall be determined by the Committee at the time of grant, but shall not be less than
100% of the Fair Market Value of a Share on the date of grant.  In the case of any Incentive Stock Option granted to a Ten
Percent Stockholder, the Option Price shall not be less than 110% of the Fair Market Value of a Share on the date of grant.


 


6.3          Option
Term.  The term of each Option shall be determined by the Committee at the time of grant and shall be stated in the Award
Agreement, but in no event shall such term be greater than ten years (or, in the case on an Incentive Stock Option granted to a
Ten Percent Stockholder, five years).


 


6.4          Time
of Exercise.  Options granted under this Article 6 shall be exercisable at such times and be subject to such restrictions
and conditions as the Committee shall in each instance approve, which terms and restrictions need not be the same for each grant
or for each Participant.


 


6.5          Method
of Exercise.  Except as otherwise provided in the Plan or in an Award Agreement, an Option may be exercised for all, or
from time to time any part, of the Shares for which it is then exercisable.  For purposes of this Article 6, the exercise
date of an Option shall be the later of the date a notice of exercise is received by the Company and, if applicable, the date payment
is received by the Company pursuant to clauses (i), (ii), (iii), (iv), or (v) in the following sentence. The aggregate Option
Price for the Shares as to which an Option is exercised shall be paid to the Company in full at the time of exercise at the election
of the Participant (i) in cash or its equivalent (e.g., by cashier’s check), (ii) to the extent permitted by the
Committee, in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying
such other requirements as may be imposed by the Committee, (iii) partly in cash and, to the extent permitted by the Committee,
partly in such Shares, (iv) by reducing the number of Shares otherwise deliverable upon the exercise of the Option by the
number of Shares having a Fair Market Value equal to the Option Price, or (v) if there is a public market for the Shares at
such time, subject to such requirements as may be imposed by the Committee, through the delivery of irrevocable instructions to
a broker to sell Shares obtained upon the exercise of the Option and to deliver promptly to the Company an amount out of the proceeds
of such sale equal to the aggregate Option Price for the Shares being purchased.  The Committee may prescribe any other method
of payment that it determines to be consistent with applicable law and the purpose of the Plan.


 






     


     


    

 


6.6          Limitations
on Incentive Stock Options.  Incentive Stock Options may be granted only to employees of the Company or of a “parent
corporation” or “subsidiary corporation” (as such terms are defined in Section 424 of the Code) at the date
of grant.  The aggregate Fair Market Value (generally determined as of the time the Option is granted) of the Shares with
respect to which Incentive Stock Options are exercisable for the first time by a Participant during any calendar year (under all
plans of the Company and of any parent corporation or subsidiary corporation) shall not exceed one hundred thousand dollars ($100,000). 
For purposes of the preceding sentence, Incentive Stock Options will be taken into account generally in the order in which they
are granted.  No Incentive Stock Option may be exercised later than ten (10) years after the date it is granted. 
Each provision of the Plan and each Award Agreement relating to an Incentive Stock Option shall be construed so that each Incentive
Stock Option shall be an incentive stock option as defined in Section 422 of the Code, and any provisions of the Award Agreement
thereof that cannot be so construed shall be disregarded.


 


Article 7.              
Stock Appreciation Rights


 


7.1          Grant
of Stock Appreciation Rights.  The Committee is hereby authorized to grant Stock Appreciation Rights to Participants,
including a grant of Stock Appreciation Rights in tandem with any Option at the same time such Option is granted (a “Tandem
SAR”).  Stock Appreciation Rights shall be evidenced by Award Agreements that shall conform to the requirements
of the Plan and may contain such other provisions, as the Committee shall deem advisable.  Subject to the terms of the Plan
and any applicable Award Agreement, a Stock Appreciation Right granted under the Plan shall confer on the holder thereof a right
to receive, upon exercise thereof, the excess of (a) the Fair Market Value of a specified number of Shares on the date of
exercise over (b) the grant price of the right as specified by the Committee on the date of the grant.  Such payment
may be in the form of cash, Shares, other property or any combination thereof, as the Committee shall determine in its sole discretion.


 


7.2          Terms
of Stock Appreciation Right.  Subject to the terms of the Plan and any applicable Award Agreement, the grant price (which
shall not be less than 100% of the Fair Market Value of a Share on the date of grant), term, methods of exercise, methods of settlement,
and any other terms and conditions of any Stock Appreciation Right shall be as determined by the Committee.  The Committee
may impose such other conditions or restrictions on the exercise of any Stock Appreciation Right as it may deem appropriate. 
Unless otherwise provided in the Award Agreement, no Stock Appreciation Right shall have a term of more than 10 years from the
date of grant.


 


7.3          Tandem
Stock Appreciation Rights and Options.  A Tandem SAR shall be exercisable only to the extent that the related Option is
exercisable and shall expire no later than the expiration of the related Option.  Upon the exercise of all or a portion of
a Tandem SAR, a Participant shall be required to forfeit the right to purchase an equivalent portion of the related Option (and,
when a Share is purchased under the related Option, the Participant shall be required to forfeit an equivalent portion of the Stock
Appreciation Right).


 


Article 8.              
Restricted Stock


 


8.1          Grant
of Restricted Stock.  An Award of Restricted Stock is a grant by the Company of a specified number of Shares to the Participant,
which Shares may be subject to forfeiture upon the occurrence of specified events.  Participants shall be awarded Restricted
Stock in exchange for consideration not less than the minimum consideration required by applicable law.  Restricted Stock
shall be evidenced by an Award Agreement, which shall conform to the requirements of the Plan and may contain such other provisions,
as the Committee shall deem advisable.


 






     


     


    

 


8.2          Terms
of Restricted Stock Awards.  Each Award Agreement evidencing a Restricted Stock grant shall specify the period(s) of
restriction, the number of Shares of Restricted Stock subject to the Award, the purchase price of such Shares of Restricted Stock,
the performance, employment or other conditions (including the termination of a Participant’s Service whether due to death,
disability or other cause) under which the Restricted Stock may become vested or may be forfeited to the Company and such other
provisions as the Committee shall determine.  Upon determination of the number of Shares of Restricted Stock to be granted
to the Participant and payment of any purchase price, the Committee shall direct that a certificate or certificates representing
the number of Shares be issued to the Participant with the Participant designated as the registered owner. The certificate(s) representing
such shares shall be legended as to sale, transfer, assignment, pledge or other encumbrances during the Restriction Period and
deposited by the Participant, together with a stock power endorsed in blank, with the Company, to be held in escrow during the
Restriction Period.  At the end of the Restriction Period, the restrictions imposed hereunder shall lapse with respect to
the number of shares of Restricted Stock as determined by the Committee, and the legend shall be removed and such number of Shares
delivered to the Participant (or, where appropriate, the Participant’s legal representative).


 


8.3          Voting
and Dividend Rights.  Unless otherwise determined by the Committee and set forth in a Participant’s Award Agreement,
Participants holding Restricted Stock granted hereunder shall have the right to exercise voting rights with respect to the Restricted
Stock and shall have the right to receive dividends on such Restricted Stock.


 


8.4          Performance
Goals.  The Committee may condition the grant of Restricted Stock or the expiration of the Restriction Period upon the
Participant’s achievement of one or more performance goal(s) specified in the Award Agreement. If the Participant fails
to achieve the specified performance goal(s), the Committee shall not grant the Restricted Stock to such Participant or the Participant
shall forfeit the Award of Restricted Stock to the Company, as applicable, unless otherwise provided in the Participant’s
Award Agreement or the applicable stockholders agreement.


 


8.5          Section 83(b) Election. 
If a Participant makes an election pursuant to Section 83(b) of the Code concerning Restricted Stock, the Participant
shall be required to promptly file a copy of such election with the Company.


 


Article 9.              
Dividend Equivalents


 


The Committee may grant Dividend Equivalents to Participants based
on the dividends declared on Shares that are subject to any Award.  The grant of Dividend Equivalents shall be treated as
a separate Award.  Dividend Equivalents shall be credited to a notional account maintained by the Company, as of dividend
payment dates during the period between the date the Award is granted and the date the Award is exercised, vested, expired, credited
or paid.  Such Dividend Equivalents shall be converted to cash or Shares by such formula and at such time and subject to such
limitations as may be determined by the Committee.  As determined by the Committee, Dividend Equivalents granted with respect
to any Option or Stock Appreciation Right may be payable regardless of whether such Option or Stock Appreciation Right is subsequently
exercised.


 


Article 10.           
Other Stock-Based Awards


 


The Committee, in its sole discretion, may grant Awards of Shares and
Awards that are valued, in whole or in part, by reference to, or are otherwise based on the Fair Market Value of, Shares (the “Other
Stock-Based Awards”).  Such Other Stock-Based Awards shall be in such form, and dependent on such conditions, as
the Committee shall determine, including, without limitation, the right to receive one or more Shares (or the equivalent cash value
of such Shares) upon the completion of a specified period of service, the occurrence of an event and/or the attainment of performance
objectives.  Other Stock-Based Awards may be granted alone or in addition to any other Awards granted under the Plan. 
Subject to the provisions of the Plan, the Committee shall determine to whom and when Other Stock-Based Awards will be made, the
number of Shares to be awarded under (or otherwise related to) such Other Stock-Based Awards; whether such Other Stock-Based Awards
shall be settled in cash, Shares or a combination of cash and Shares; and all other terms and conditions of such Awards (including,
without limitation, the vesting provisions thereof and provisions ensuring that all Shares so awarded and issued shall be fully
paid and non-assessable).


 



     


     


    




 


Article 11.           
Compliance with Section 409A of the Code


 


11.1        General. 
To the extent that the Plan and/or Awards are subject to Section 409A of the Code, the Committee may, in its sole discretion
and without a Participant’s prior consent, amend the Plan and/or Awards, adopt policies and procedures, or take any other
actions (including amendments, policies, procedures and actions with retroactive effect) as are necessary or appropriate to (a) exempt
the Plan and/or any Award from the application of Section 409A of the Code, (b) preserve the intended tax treatment of
any such Award, or (c) comply with the requirements of Section 409A of the Code, Department of Treasury regulations and
other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be
issued after the date of the grant (“Section 409A Guidance”).  This Plan shall be interpreted at all times
in such a manner that the terms and provisions of the Plan and Awards are exempt from or comply with Section 409A Guidance.


 


11.2        Timing of Payment. 
All Awards that would otherwise be subject to Section 409A of the Code shall be paid or otherwise settled on or as soon as
practicable after the applicable vesting date and not later than the 15th day of the third month from the end of (i) the Participant’s
tax year that includes the applicable payment or settlement date, or (ii) the Company’s tax year that includes the applicable
payment or settlement date, whichever is later; provided, however, that the Committee reserves the right to delay
payment or specify a compliant payment date with respect to any such Award under the circumstances set forth in Section 409A
Guidance; provided, further, that notwithstanding any contrary provision in the Plan or Award Agreement, any payment(s) that
are otherwise required to be made under the Plan to a “specified employee” (as defined under Section 409A of the
Code) as a result of his or her separation from service (other than a payment that is not subject to Section 409A of the Code)
shall be delayed for the first six (6) months following such separation from service (or, if earlier, the date of death of
the specified employee) and shall instead be paid (in a manner set forth in the Award Agreement) on the payment date that immediately
follows the end of such six-month period or as soon as administratively practicable thereafter.


 


Article 12.           
Adjustments


 


12.1        Adjustments in
Capitalization.  In the event of any corporate event or transaction (including, but not limited to, a change in the Shares
of the Company or the capitalization of the Company) such as a merger, consolidation, reorganization, recapitalization, separation,
stock dividend, stock split, reverse stock split, split up, spin-off, combination of Shares, exchange of Shares, dividend in kind,
extraordinary cash dividend, or other like change in capital structure (other than normal cash dividends) to stockholders of the
Company, or any similar corporate event or transaction, the Committee, to prevent dilution or enlargement of Participants’
rights under the Plan, shall substitute or adjust, in its sole discretion, (a) the number and kind of Shares or other securities
that may be issued under the Plan, the number and kind of Shares or other securities subject to outstanding Awards, and/or where
applicable, the exercise price, base value or purchase price applicable to such Awards; (b) grant a right to receive one or
more payments of securities, cash and/or property (which right may be evidenced as an additional Award under this Plan) in respect
of any outstanding Award, or (c) provide for the settlement of any outstanding Award (other than a Stock Option or Stock Appreciation
Right) in such securities, cash and/or other property as would have been received had the Award been settled in full immediately
prior to such corporate event or transaction; provided, however, that in the case of an adjustment made in accordance
with (b) or (c) above, the right to any securities, cash and/or property may be issued subject to the same vesting schedule
as the outstanding Award being adjusted; and provided, further, that any adjustment pursuant to this Section 12.1 shall comply
with Section 409A of the Code, to the extent applicable.  Should the vesting of any Award be conditioned upon the Company’s
attainment of performance conditions, the Board may make such adjustments to the terms and conditions of such Awards and the criteria
therein to recognize unusual and nonrecurring events affecting the Company or in response to changes in applicable laws, regulations
or accounting principles.


 


12.2        Change of Control.
 Upon the occurrence of a Change of Control after the Effective Date, unless otherwise specifically prohibited under applicable
laws or by the applicable rules and regulations of any governing governmental agencies or national securities exchanges, or
unless the Committee shall determine otherwise in the Award Agreement, the Committee is authorized (but not obligated) to make
adjustments in the terms and conditions of outstanding Awards, including without limitation the following (or any combination thereof):
(i) continuation or assumption of such outstanding Awards under the Plan by the Company (if it is the surviving company or
corporation) or by the surviving company or corporation or its parent; (ii) substitution by the surviving company or corporation
or its parent of awards with substantially the same terms for such outstanding Awards; (iii) accelerated exercisability, vesting
and/or lapse of restrictions under all then outstanding Awards immediately prior to the occurrence of such event; (iv) upon
written notice, provided that any outstanding Awards must be exercised, to the extent then exercisable, within fifteen days immediately
prior to the scheduled consummation of the event, or such other period as determined by the Committee (in either case contingent
upon the consummation of the event), and at the end of such period, such Awards shall terminate to the extent not so exercised
within the relevant period; and (v) cancellation of all or any portion of outstanding Awards for fair value (as determined
in the sole discretion of the Committee) which, in the case of Options and Stock Appreciation Rights, may equal the excess, if
any, of the value of the consideration to be paid in the Change of Control transaction to holders of the same number of Shares
subject to such Options or Stock Appreciation Rights (or, if no such consideration is paid, Fair Market Value of the Shares subject
to such outstanding Awards or portion thereof being canceled) over the aggregate Option Price or grant price, as applicable, with
respect to such Awards or portion thereof being canceled.


 






     


     


    

 


Article 13.           
Duration, Amendment, Modification, Suspension, and Termination


 


13.1        Duration of the
Plan.  Unless sooner terminated as provided in Section 13.2, the Plan shall terminate on the tenth (10th) anniversary
of the Effective Date.


 


13.2        Amendment, Modification,
Suspension, and Termination of Plan.  The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion
thereof or any Award (or Award Agreement) thereunder at any time; provided that, subject to Article 11, no such amendment,
alteration, suspension, discontinuation or termination shall be made (i) without stockholder approval if such approval is
necessary to comply with any tax or regulatory requirement applicable to the Plan and (ii) without the consent of the Participant,
if such action would materially diminish any of the rights of any Participant under any Award theretofore granted to such Participant
under the Plan; provided, however, the Committee may amend the Plan, any Award or any Award Agreement in such manner
as it deems necessary to comply with applicable laws.


 


Article 14.           
General Provisions


 


14.1        No Right to Service.
The granting of an Award under the Plan shall impose no obligation on the Company, any Subsidiary or any Affiliate to continue
the Service of a Participant and shall not lessen or affect any right that the Company, any Subsidiary or any Affiliate may have
to terminate the Service of such Participant. No Participant or other person shall have any claim to be granted any Award, and
there is no obligation for uniformity of treatment of Participants, or holders or beneficiaries of Awards. The terms and conditions
of Awards and the Committee’s determinations and interpretations with respect thereto need not be the same with respect to
each Participant (whether or not such Participants are similarly situated).


  


14.2        Settlement of Awards;
No Fractional Shares.  Each Award Agreement shall establish the form in which the Award shall be settled.  No fractional
Shares shall be issued or delivered pursuant to the Plan or any Award.  The Committee shall determine whether cash, Awards,
other securities or other property shall be issued or paid in lieu of fractional Shares or whether such fractional Shares or any
rights thereto shall be rounded, forfeited or otherwise eliminated.


 


14.3        Tax Withholding. 
The Company shall have the power and the right to deduct or withhold, or require a Participant to remit to the Company, the
minimum statutory amount to satisfy federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld
with respect to any taxable event arising as a result of the Plan.  With respect to required withholding, Participants may
elect, subject to the approval of the Committee, to satisfy the withholding requirement, in whole or in part, by having the Company
withhold Shares or by delivering Shares to the Company, having a Fair Market Value on the date the tax is to be determined equal
to the minimum statutory total tax that could be imposed on the transaction.


 


14.4        No Guarantees Regarding
Tax Treatment.  Participants (or their beneficiaries) shall be responsible for all taxes with respect to any Awards under
the Plan.  The Committee and the Company make no guarantees to any person regarding the tax treatment of Awards or payments
made under the Plan.  Neither the Committee nor the Company has any obligation to take any action to prevent the assessment
of any excise tax on any person with respect to any Award under Section 409A of the Code or otherwise and none of the Company,
any of its Subsidiaries or Affiliates, or any of their employees or representatives shall have any liability to a Participant with
respect thereto.


 






     


     


    

 


14.5        Non-Transferability
of Awards.  Except as provided by the terms of any applicable stockholders agreement or unless otherwise determined by
the Committee, an Award shall not be transferable or assignable by the Participant except in the event of his death (subject to
the applicable laws of descent and distribution) and any such purported assignment, alienation, pledge, attachment, sale, transfer
or encumbrance shall be void and unenforceable against the Company or any Affiliate.  An award exercisable after the death
of a Participant may be exercised by the legatees, personal representatives or distributees of the Participant. Any permitted transfer
of the Awards to heirs or legatees of the Participant shall not be effective to bind the Company unless the Committee shall have
been furnished with written notice thereof and a copy of such evidence as the Committee may deem necessary to establish the validity
of the transfer and the acceptance by the transferee or transferees of the terms and conditions hereof.


 


14.6        Conditions and
Restrictions on Shares.  The Committee may impose such other conditions or restrictions on any Shares received in connection
with an Award as it may deem advisable or desirable.  These restrictions may include, but shall not be limited to, a requirement
that the Participant hold the Shares received for a specified period of time or a requirement that a Participant represent and
warrant in writing that the Participant is acquiring the Shares for investment and without any present intention to sell or distribute
such Shares.  The certificates for Shares may include any legend which the Committee deems appropriate to reflect any conditions
and restrictions applicable to such Shares.


 


14.7        Shares Not Registered. 
Shares and Awards shall not be issued under the Plan unless the issuance and delivery of such Shares and any Awards comply with
(or are exempt from) all applicable requirements of law, including (without limitation) the Securities Act of 1933, as amended,
the rules and regulations promulgated thereunder, State securities laws and regulations, and the regulations of any stock
exchange or other securities market on which the Company’s securities may then be traded.  Except as set forth in an
Award Agreement, the Company shall not be obligated to file any registration statement under any applicable securities laws to
permit the purchase or issuance of any Shares or any Awards under the Plan, and accordingly any certificates for Shares or documents
granting Awards may have an appropriate legend or statement of applicable restrictions endorsed thereon.  If the Company deems
it necessary to ensure that the issuance of securities under the Plan is not required to be registered under any applicable securities
laws, each Participant to whom such security would be purchased or issued shall deliver to the Company an agreement or certificate
containing such representations, warranties and covenants as the Company which satisfies such requirements.


 


14.8        Rights as a Stockholder. 
Except as otherwise provided herein or in the applicable Award Agreement, a Participant shall have none of the rights of a
stockholder with respect to Shares covered by any Award until the Participant becomes the record holder of such Shares.


 


14.9        Severability. 
If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction,
or as to any person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such
provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended
without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be
stricken as to such jurisdiction, person, or Award, and the remainder of the Plan and any such Award shall remain in full force
and effect.


 


14.10      Unfunded Plan.  Participants
shall have no right, title, or interest whatsoever in or to any investments that the Company or any of its Subsidiaries may make
to aid it in meeting its obligations under the Plan.  Nothing contained in the Plan, and no action taken pursuant to its provisions,
shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Company and any Participant,
beneficiary, legal representative, or any other person.  To the extent that any person acquires a right to receive payments
from the Company or any of its Subsidiaries under the Plan, such right shall be no greater than the right of an unsecured general
creditor of the Company or a Subsidiary, as the case may be.  All payments to be made hereunder shall be paid from the general
funds of the Company or a Subsidiary, as the case may be, and no special or separate fund shall be established and no segregation
of assets shall be made to assure payment of such amounts.  The Plan is not subject to the U.S. Employee Retirement Income
Security Act of 1974, as amended from time to time.


 






     


     


    

 


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


 


14.12      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 or assets of the Company.


 


14.13      Governing Law.  The
Plan and each Award Agreement shall be governed by the laws of the State of Delaware, 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.


 


14.14      Effective Date. The Plan
shall be effective as of November 16, 2009 (the “Effective Date”), provided that the Plan is approved by the
stockholders of the Company at an annual meeting or any special meeting of stockholders of the Company within 12 months of the
Effective Date, and such approval of stockholders shall be a condition to the right of each Participant to receive any Award hereunder.
Any Award granted under the Plan prior to such approval of stockholders shall be effective as of the date of grant, but no such
Award may be exercised or settled and no restrictions relating to any Award may lapse prior to such stockholder approval, and if
stockholders fail to approve the Plan as specified hereunder, any such Award shall be cancelled.


 


*                             
*                             
*


 


This Plan was duly adopted and approved by the Board of Directors
of the Company at a meeting of the Board of Directors duly called and held on the 20th day of February, 2018.


 


STR HOLDINGS, INC.


 


 


	/s/ Robert S. Yorgensen	 
	Name:	Robert S. Yorgensen	 
	Title:	President and Chief Executive Officer