Exhibit
10.1


 


INTELLICHECK,
INC.


 


2015
OMNIBUS INCENTIVE PLAN


 


AS
AMENDED


 


Intellicheck,
Inc., a Delaware corporation, sets forth herein the terms of its 2015 Omnibus Incentive Plan, as follows:


 


SECTION
1


 


PURPOSE


 


The
Plan is intended to enhance the Company’s and its Affiliates’ (as defined herein) ability to attract and retain highly
qualified officers, Non-Employee Directors (as defined herein), key employees, consultants and advisors, and to motivate such
officers, Non-Employee Directors, key employees, consultants and advisors to serve the Company and its Affiliates and to expend
maximum effort to improve the business results and earnings of the Company, by providing to such persons an opportunity to acquire
or increase a direct proprietary interest in the operations and future success of the Company. To this end, the Plan provides
for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, other
stock-based awards and cash awards. Any of these awards may, but need not, be made as performance incentives to reward attainment
of performance goals in accordance with the terms hereof. Stock options granted under the Plan may be non-qualified stock options
or incentive stock options, as provided herein. Upon becoming effective, the Plan replaces, and no further awards shall be made
under, the Predecessor Plan (as defined herein).


 


SECTION
2


 


DEFINITIONS


 


For
purposes of interpreting the Plan and related documents (including Award Agreements), the following definitions shall apply:


 


“Affiliate”
means any company or other trade or business that “controls,” is “controlled by” or is “under
common control” with the Company within the meaning of Rule 405 of Regulation C under the Securities Act, including, without
limitation, any Subsidiary.


 


“Annual
Incentive Award” means a cash-based Performance Award with a performance period that is the Company’s fiscal year
or other 12-month (or shorter) performance period as specified under the terms of the Award as approved by the Committee.


 


“Award”
means a grant of an Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Other Stock-based Award or
cash award under the Plan.


 


“Award
Agreement” means a written agreement between the Company and a Grantee, or notice from the Company or an Affiliate to
a Grantee that evidences and sets out the terms and conditions of an Award.


 


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


 


“Change
in Control” shall have the meaning set forth in Section 15.3.2.


 


“Code”
means the Internal Revenue Code of 1986, as now in effect or as hereafter amended. References to the Code shall include the
valid and binding governmental regulations, court decisions and other regulatory and judicial authority issued or rendered thereunder.


 




    	 



    	 



    

 


“Committee”
means the Compensation Committee of the Board or any committee or other person or persons designated by the Board to administer
the Plan. The Board will cause the Committee to satisfy the applicable requirements of any stock exchange on which the Common
Stock may then be listed. For purposes of Awards to Covered Employees intended to constitute “performance-based compensation”
under Section 162(m), to the extent required by Section 162(m), Committee means all of the members of the Committee who are “outside
directors” within the meaning of Section 162(m). For purposes of Awards to Grantees who are subject to Section 16 of the
Exchange Act, Committee means all of the members of the Committee who are “non-employee directors” within the meaning
of Rule 16b-3 adopted under the Exchange Act. All references in the Plan to the Board shall mean such Committee or the Board.


 


“Company”
means Intellicheck, Inc., a Delaware corporation, or any successor corporation.


 


“Common
Stock” or “Stock” means a share of common stock of the Company, par value $0.001 per share.


 


“Corporate
Transaction” means a reorganization, merger, statutory share exchange, consolidation, sale of all or substantially all
of the Company’s assets, or the acquisition of assets or stock of another entity by the Company, or other corporate transaction
involving the Company or any of its Subsidiaries.


 


“Covered
Employee” means a Grantee who is a “covered employee” within the meaning of Section 162(m) as qualified
by Section 12.4 herein.


 


“Effective
Date” means 6 May, 2015, the date the Plan was approved by the Company’s stockholders.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as now in effect or as hereafter amended.


 


“Fair
Market Value” of a share of Common Stock as of a particular date shall mean (i) if the Common Stock is listed on a national
securities exchange, the closing or last price of the Common Stock on the composite tape or other comparable reporting system
for the applicable date, or if the applicable date is not a trading day, the trading day immediately preceding the applicable
date, or (ii) if the shares of Common Stock are not then listed on a national securities exchange, the closing or last price of
the Common Stock quoted by an established quotation service for over-the-counter securities, or (iii) if the shares of Common
Stock are not then listed on a national securities exchange or quoted by an established quotation service for over-the-counter
securities, or the value of such shares is not otherwise determinable, such value as determined by the Board in good faith in
its sole discretion.


 


“Family
Member” means a person who is a spouse, former spouse, child, stepchild, grandchild, parent, stepparent, grandparent,
niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother, sister, brother-in-law, or sister-in-law, including
adoptive relationships, of the applicable individual, any person sharing the applicable individual’s household (other than
a tenant or employee), a trust in which any one or more of these persons have more than fifty percent of the beneficial interest,
a foundation in which any one or more of these persons (or the applicable individual) control the management of assets, and any
other entity in which one or more of these persons (or the applicable individual) own more than fifty percent of the voting interests.


 


“Grant
Date” means, as determined by the Board, the latest to occur of (i) the date as of which the Board approves an Award,
(ii) the date on which the recipient of an Award first becomes eligible to receive an Award under Section 6 hereof, or
(iii) such other date as may be specified by the Board in the Award Agreement.


 


“Grantee”
means a person who receives or holds an Award under the Plan.


 


“Incentive
Stock Option” means an “incentive stock option” within the meaning of Section 422 of the Code, or the corresponding
provision of any subsequently enacted tax statute, as amended from time to time.


 


“Non-Employee
Director” means a member of the Board who is not an officer or employee of the Company or any Subsidiary.


 




    	 



    	 



    

 


“Non-qualified
Stock Option” means an Option that is not an Incentive Stock Option.


 


“Option”
means an option to purchase one or more shares of Stock pursuant to the Plan.


 


“Option
Price” means the exercise price for each share of Stock subject to an Option.


 


“Other
Stock-based Awards” means Awards consisting of Stock units, or other Awards, valued in whole or in part by reference
to, or otherwise based on, Common Stock, other than Options, Stock Appreciation Rights, Restricted Stock, and Restricted Stock
Units.


 


“Performance
Award” means an Award made subject to the attainment of performance goals (as described in Section 12) over a
performance period established by the Committee, and includes an Annual Incentive Award.


 


“Person”
means an individual, entity or group within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act.


 


“Plan”
means this Intellicheck, Inc. 2015 Omnibus Incentive Plan, as amended from time to time.


 


“Predecessor
Plan” means the Intellicheck, Inc. 2006 Equity Incentive Plan (as amended and restated effective January 1, 2014).


 


“Purchase
Price” means the purchase price for each share of Stock pursuant to a grant of Restricted Stock.


 


“Restricted
Period” shall have the meaning set forth in Section 10.1.


 


“Restricted
Stock” means shares of Stock, awarded to a Grantee pursuant to Section 10 hereof.


 


“Restricted
Stock Unit” means a bookkeeping entry representing the equivalent of shares of Stock, awarded to a Grantee pursuant
to Section 10 hereof.


 


“SAR
Exercise Price” means the per share exercise price of a SAR granted to a Grantee under Section 9 hereof.


 


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


 


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


 


“Section
409A” means Section 409A of the Code.


 


“Securities
Act” means the Securities Act of 1933, as now in effect or as hereafter amended.


 


“Separation
from Service” means a termination of Service by a Service Provider, as determined by the Board, which determination
shall be final, binding and conclusive; provided if any Award governed by Section 409A is to be distributed on a Separation from
Service, then the definition of Separation from Service for such purposes shall comply with the definition provided in Section
409A.


 


“Service”
means service as a Service Provider to the Company or an Affiliate. Unless otherwise stated in the applicable Award Agreement,
a Grantee’s change in position or duties shall not result in interrupted or terminated Service, so long as such Grantee
continues to be a Service Provider to the Company or an Affiliate.


 


“Service
Provider” means an employee, officer, Non-Employee Director, consultant or advisor of the Company or an Affiliate.


 


“Stock
Appreciation Right” or “SAR” means a right granted to a Grantee under Section 9 hereof.


 




    	 



    	 



    

 


“Subsidiary”
means any “subsidiary corporation” of the Company within the meaning of Section 424(f) of the Code.


 


“Substitute
Award” means any Award granted in assumption of or in substitution for an award of a company or business acquired by
the Company or a Subsidiary or with which the Company or an Affiliate combines.


 


“Ten
Percent Stockholder” means an individual who owns more than ten percent (10%) of the total combined voting power of
all classes of outstanding stock of the Company, its parent or any of its Subsidiaries. In determining stock ownership, the attribution
rules of Section 424(d) of the Code shall be applied.


 


“Termination
Date” means the date that is ten (10) years after the Effective Date, unless the Plan is earlier terminated by the Board
under Section 5.2 hereof.


 


SECTION
3


 


ADMINISTRATION
OF THE PLAN


 


3.1
General.


 


The
Board shall have such powers and authorities related to the administration of the Plan as are consistent with the Company’s
certificate of incorporation and bylaws and applicable law. The Board shall have the power and authority to delegate its responsibilities
hereunder to the Committee, which shall have full authority to act in accordance with its charter, and with respect to the authority
of the Board to act hereunder, all references to the Board shall be deemed to include a reference to the Committee, to the extent
such power or responsibilities have been delegated. Except as specifically provided in Section 14 or as otherwise may be
required by applicable law, regulatory requirement or the certificate of incorporation or the bylaws of the Company, the Board
shall have full power and authority to take all actions and to make all determinations required or provided for under the Plan,
any Award or any Award Agreement, and shall have full power and authority to take all such other actions and make all such other
determinations not inconsistent with the specific terms and provisions of the Plan that the Board deems to be necessary or appropriate
to the administration of the Plan. The Committee shall administer the Plan; provided that, the Board shall retain the right to
exercise the authority of the Committee to the extent consistent with applicable law and the applicable requirements of any securities
exchange on which the Common Stock may then be listed. The interpretation and construction by the Board of any provision of the
Plan, any Award or any Award Agreement shall be final, binding and conclusive. Without limitation, the Board shall have full and
final authority, subject to the other terms and conditions of the Plan, to:


 


(i)
designate Grantees;


 


(ii)
determine the type or types of Awards to be made to a Grantee;


 


(iii)
determine the number of shares of Stock to be subject to an Award;


 


(iv)
establish the terms and conditions of each Award (including, but not limited to, the Option Price of any Option, the nature and
duration of any restriction or condition (or provision for lapse thereof) relating to the vesting, exercise, transfer, or forfeiture
of an Award or the shares of Stock subject thereto, and any terms or conditions that may be necessary to qualify Options as Incentive
Stock Options);


 


(v)
prescribe the form of each Award Agreement; and


 


(vi)
amend, modify, or supplement the terms of any outstanding Award including the authority, in order to effectuate the purposes of
the Plan, to modify Awards to foreign nationals or individuals who are employed outside the United States to recognize differences
in local law, tax policy, or custom.


 




    	 



    	 



    

 


To
the extent permitted by applicable law, the Board may delegate its authority as identified herein to any individual or committee
of individuals (who need not be directors), including without limitation the authority to make Awards to Grantees who are not
subject to Section 16 of the Exchange Act or who are not Covered Employees. To the extent that the Board delegates its authority
to make Awards as provided by this Section 3.1, all references in the Plan to the Board’s authority to make Awards
and determinations with respect thereto shall be deemed to include the Board’s delegate. Any such delegate shall serve at
the pleasure of, and may be removed at any time by the Board.


 


3.2
No Repricing.


 


Notwithstanding
any provision herein to the contrary, the repricing of Options or SARs is prohibited without prior approval of the Company’s
stockholders. For this purpose, a “repricing” means any of the following (or any other action that has the same effect
as any of the following): (i) changing the terms of an Option or SAR to lower its Option Price or SAR Exercise Price; (ii) any
other action that is treated as a “repricing” under generally accepted accounting principles; and (iii) repurchasing
for cash or canceling an Option or SAR at a time when its Option Price or SAR Exercise Price is greater than the Fair Market Value
of the underlying shares in exchange for another Award, unless the cancellation and exchange occurs in connection with a change
in capitalization or similar change under Section 15. A cancellation and exchange under clause (iii) would be considered
a “repricing” regardless of whether it is treated as a “repricing” under generally accepted accounting
principles and regardless of whether it is voluntary on the part of the Grantee.


 


3.3
Award Agreements; Clawbacks.


 


The
grant of any Award may be contingent upon the Grantee executing the appropriate Award Agreement. The Company may retain the right
in an Award Agreement to cause a forfeiture of the gain realized by a Grantee on account of actions taken by the Grantee in violation
or breach of or in conflict with any employment agreement, non-competition agreement, any agreement prohibiting solicitation of
employees or clients of the Company or any Affiliate thereof or any confidentiality obligation with respect to the Company or
any Affiliate thereof or otherwise in competition with the Company or any Affiliate thereof, to the extent specified in such Award
Agreement applicable to the Grantee. Furthermore, the Company may annul an Award if the Grantee is terminated for “cause”
as defined in the applicable Award Agreement.


 


Awards
shall be subject to the requirements of (i) Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (regarding
recovery of erroneously awarded compensation) and any implementing rules and regulations thereunder, (ii) similar rules under
the laws of any other jurisdiction, (iii) any compensation recovery policies adopted by the Company to implement any such requirements
or (iv) any other compensation recovery policies as may be adopted from time to time by the Company, all to the extent determined
by the Committee in its discretion to be applicable to a Grantee.


 


3.4
Deferral Arrangement.


 


The
Board may permit or require the deferral of any Award payment into a deferred compensation arrangement, subject to such rules
and procedures as it may establish and in accordance with Section 409A, which may include provisions for the payment or crediting
of interest or dividend equivalents, including converting such credits into deferred Stock units.


 


3.5
No Liability.


 


No
member of the Board or of the Committee shall be liable for any action or determination made in good faith with respect to the
Plan, any Award or Award Agreement.


 


3.6
Book Entry.


 


Notwithstanding
any other provision of this Plan to the contrary, the Company may elect to satisfy any requirement under this Plan for the delivery
of stock certificates through the use of book-entry.


 


 




    	 



    	 



    

 


SECTION
4


 


STOCK
SUBJECT TO THE PLAN


 


4.1
Authorized Number of Shares


 


Subject
to adjustment under Section 15, the total number of shares of Common Stock authorized to be awarded under the Plan shall
not exceed 3,500,000. In addition, shares of Common Stock underlying any outstanding award granted under the Predecessor Plan
that, following the Effective Date, expires, or is terminated, surrendered or forfeited for any reason without issuance of such
shares shall be available for the grant of new Awards under this Plan. As provided in Section 1, no new awards shall be
granted under the Predecessor Plan following the Effective Date. Shares issued under the Plan may consist in whole or in part
of authorized but unissued shares, treasury shares, or shares purchased on the open market or otherwise, all as determined by
the Company from time to time.


 


4.2
Share Counting


 


4.2.1
General


 


Each
share of Common Stock granted in connection with an Award shall be counted as one share against the limit in Section 4.1,
subject to the provisions of this Section 4.2.


 


4.2.2
Cash-Settled Awards


 


Any
Award settled in cash shall not be counted as shares of Common Stock for any purpose under this Plan.


 


4.2.3
Expired or Terminated Awards


 


If
any Award under the Plan expires, or is terminated, surrendered or forfeited, in whole or in part, the unissued Common Stock covered
by such Award shall again be available for the grant of Awards under the Plan.


 


4.2.4
Payment of Option Price or Tax Withholding in Shares


 


If
shares of Common Stock issuable upon exercise, vesting or settlement of an Award, or shares of Common Stock owned by a Grantee
(which are not subject to any pledge or other security interest), are surrendered or tendered to the Company in payment of the
Option Price or Purchase Price of an Award or any taxes required to be withheld in respect of an Award, in each case, in accordance
with the terms and conditions of the Plan and any applicable Award Agreement, such surrendered or tendered shares of Common Stock
shall again be available for the grant of Awards under the Plan. For a share-settled SAR, only the net shares actually issued
upon exercise of the SAR shall be counted against the limit in Section 4.1.


 


4.2.5
Substitute Awards


 


In
the case of any Substitute Award, such Substitute Award shall not be counted against the number of shares reserved under the Plan.


 


4.3
Award Limits


 


4.3.1
Incentive Stock Options.


 


Subject
to adjustment under Section 15, 3,500,000 shares of Common Stock available for issuance under the Plan shall be available
for issuance under Incentive Stock Options.


 


4.3.2
Individual Award Limits for Section 162(m) – Share-Based Awards.


 


Subject
to adjustment under Section 15, the maximum number of each type of Award (other than cash-based Performance Awards) intended
to constitute “performance-based compensation” under Section 162(m) granted to any Grantee in any calendar year shall
not exceed the following number of shares of Common Stock: (i) Options and SARs: 500,000 shares; and (ii) all share-based Performance
Awards (including Restricted Stock, Restricted Stock Units and Other Stock-based Awards that are Performance Awards): 500,000
shares.


 




    	 



    	 



    

 


4.3.3
Individual Award Limits for Section 162(m) – Cash-Based Awards.


 


The
maximum amount of cash-based Performance Awards intended to constitute “performance-based compensation” under Section
162(m) granted to any Grantee in any calendar year shall not exceed the following: (i) Annual Incentive Award: $1 million; and
(ii) all other cash-based Performance Awards: $1 million.


 


4.3.4
Limits on Awards to Non-Employee Directors.


 


No
more than $100,000 may be granted in share-based Awards under the Plan during any one year to a Grantee who is a Non-Employee
Director (based on the Fair Market Value of the shares of Common Stock underlying the Award as of the applicable Grant Date in
the case of Restricted Stock, Restricted Stock Units or Other Stock-based Awards, and based on the applicable grant date fair
value for accounting purposes in the case of Options or SARs); provided, however, that share-based Awards made to
a Grantee who is a Non-Employee Director at such Grantee’s election in lieu of all or a portion of his or her Retainer for
service on the Board and any Board committee shall not be counted towards the limit under this Section 4.3.4.


 


SECTION
5


 


EFFECTIVE
DATE, DURATION AND AMENDMENTS


 


5.1
Term.


 


The
Plan shall be effective as of the Effective Date, provided that it has been approved by the Company’s stockholders. The
Plan shall terminate automatically on the ten (10) year anniversary of the Effective Date and may be terminated on any earlier
date as provided in Section 5.2.


 


5.2
Amendment and Termination of the Plan.


 


The
Board may, at any time and from time to time, amend, suspend, or terminate the Plan as to any Awards which have not been made.
An amendment shall be contingent on approval of the Company’s stockholders to the extent stated by the Board, required by
applicable law or required by applicable stock exchange listing requirements. Notwithstanding the foregoing, any amendment to
Section 3.2 shall be contingent upon the approval of the Company’s stockholders. No Awards shall be made after the
Termination Date. The applicable terms of the Plan, and any terms and conditions applicable to Awards granted prior to the Termination
Date shall survive the termination of the Plan and continue to apply to such Awards. No amendment, suspension, or termination
of the Plan shall, without the consent of the Grantee, materially impair rights or obligations under any Award theretofore awarded.


 


SECTION
6


 


AWARD
ELIGIBILITY AND LIMITATIONS


 


6.1
Service Providers.


 


Subject
to this Section 6.1, Awards may be made to any Service Provider, including any Service Provider who is an officer, Non-Employee
Director, consultant or advisor of the Company or of any Affiliate, as the Board shall determine and designate from time to time
in its discretion.


 


6.2
Successive Awards.


 


An
eligible person may receive more than one Award, subject to such restrictions as are provided herein.


 




    	 



    	 



    

 


6.3
Stand-Alone, Additional, Tandem, and Substitute Awards.


 


Awards
may, in the discretion of the Board, be granted either alone or in addition to, in tandem with, or in substitution or exchange
for, any other Award or any award granted under another plan of the Company, any Affiliate, or any business entity to be acquired
by the Company or an Affiliate, or any other right of a Grantee to receive payment from the Company or any Affiliate. Such additional,
tandem, and substitute or exchange Awards may be granted at any time. If an Award is granted in substitution or exchange for another
Award, the Board shall have the right to require the surrender of such other Award in consideration for the grant of the new Award.
Subject to Section 3.2, the Board shall have the right, in its discretion, to make Awards in substitution or exchange for
any other award under another plan of the Company, any Affiliate, or any business entity to be acquired by the Company or an Affiliate.
In addition, Awards may be granted in lieu of cash compensation, including in lieu of cash amounts payable under other plans of
the Company or any Affiliate, in which the value of Stock subject to the Award is equivalent in value to the cash compensation
(for example, Restricted Stock Units or Restricted Stock).


 


SECTION
7


 


AWARD
AGREEMENT


 


Each
Award shall be evidenced by an Award Agreement, in such form or forms as the Board shall from time to time determine. Without
limiting the foregoing, an Award Agreement may be provided in the form of a notice which provides that acceptance of the Award
constitutes acceptance of all terms of the Plan and the notice. Award Agreements granted from time to time or at the same time
need not contain similar provisions but shall be consistent with the terms of the Plan. Each Award Agreement evidencing an Award
of Options shall specify whether such Options are intended to be Non-qualified Stock Options or Incentive Stock Options, and in
the absence of such specification such options shall be deemed Non-qualified Stock Options.


 


SECTION
8


 


TERMS
AND CONDITIONS OF OPTIONS


 


8.1
Option Price.


 


The
Option Price of each Option shall be fixed by the Board and stated in the related Award Agreement. The Option Price of each Option
(except those that constitute Substitute Awards) shall be at least the Fair Market Value on the Grant Date of a share of Stock;
provided, however, that in the event that a Grantee is a Ten Percent Stockholder as of the Grant Date, the Option
Price of an Option granted to such Grantee that is intended to be an Incentive Stock Option shall be not less than 110 percent
of the Fair Market Value of a share of Stock on the Grant Date. In no case shall the Option Price of any Option be less than the
par value of a share of Stock.


 


8.2
Vesting.


 


Subject
to Section 8.3 hereof, each Option shall become exercisable at such times and under such conditions (including, without
limitation, performance requirements) as stated in the Award Agreement.


 


8.3
Term.


 


Each
Option shall terminate, and all rights to purchase shares of Stock thereunder shall cease, upon the expiration of ten (10) years
from the Grant Date, or under such circumstances and on such date prior thereto as is set forth in the Plan or as may be fixed
by the Board and stated in the related Award Agreement; provided, however, that in the event that the Grantee is
a Ten Percent Stockholder, an Option granted to such Grantee that is intended to be an Incentive Stock Option at the Grant Date
shall not be exercisable after the expiration of five (5) years from its Grant Date.


 




    	 



    	 



    

 


8.4
Limitations on Exercise of Option.


 


Notwithstanding
any other provision of the Plan, in no event may any Option be exercised, in whole or in part, (i) prior to the date the Plan
is approved by the stockholders of the Company as provided herein or (ii) after the occurrence of an event which results in termination
of the Option.


 


8.5
Method of Exercise.


 


An
Option that is exercisable may be exercised by the Grantee’s delivery of a notice of exercise to the Company, setting forth
the number of shares of Stock with respect to which the Option is to be exercised, accompanied by full payment for the shares.
To be effective, notice of exercise must be made in accordance with procedures established by the Company from time to time.


 


8.6
Rights of Holders of Options.


 


Unless
otherwise stated in the related Award Agreement, an individual holding or exercising an Option shall have none of the rights of
a stockholder (for example, the right to receive cash or dividend payments or distributions attributable to the subject shares
of Stock or to direct the voting of the subject shares of Stock) until the shares of Stock covered thereby are fully paid and
issued to him or her. Except as provided in Section 15 hereof or the related Award Agreement, no adjustment shall be made
for dividends, distributions or other rights for which the record date is prior to the date of such issuance.


 


8.7
Delivery of Stock Certificates.


 


Promptly
after the exercise of an Option by a Grantee and the payment in full of the Option Price, such Grantee shall be entitled to the
issuance of a stock certificate or certificates evidencing his or her ownership of the shares of Stock subject to the Option.


 


8.8
Limitations on Incentive Stock Options.


 


An
Option shall constitute an Incentive Stock Option only (i) if the Grantee of such Option is an employee of the Company or any
Subsidiary of the Company; (ii) to the extent specifically provided in the related Award Agreement; and (iii) to the extent that
the aggregate Fair Market Value (determined at the time the Option is granted) of the shares of Stock with respect to which all
Incentive Stock Options held by such Grantee become exercisable for the first time during any calendar year (under the Plan and
all other plans of the Grantee’s employer and its Affiliates) does not exceed $100,000. This limitation shall be applied
by taking Options into account in the order in which they were granted.


 


SECTION
9


 


TERMS
AND CONDITIONS OF STOCK APPRECIATION RIGHTS


 


9.1
Right to Payment.


 


A
SAR shall confer on the Grantee a right to receive, upon exercise thereof, the excess of (i) the Fair Market Value of one share
of Stock on the date of exercise over (ii) the SAR Exercise Price, as determined by the Board. The Award Agreement for a SAR (except
those that constitute Substitute Awards) shall specify the SAR Exercise Price, which shall be fixed on the Grant Date as not less
than the Fair Market Value of a share of Stock on that date. SARs may be granted alone or in conjunction with all or part of an
Option or at any subsequent time during the term of such Option or in conjunction with all or part of any other Award. A SAR granted
in tandem with an outstanding Option following the Grant Date of such Option shall have a grant price that is equal to the Option
Price; provided, however, that the SAR’s grant price may not be less than the Fair Market Value of a share
of Stock on the Grant Date of the SAR to the extent required by Section 409A.


 




    	 



    	 



    

 


9.2
Other Terms.


 


The
Board shall determine at the Grant Date, the time or times at which and the circumstances under which a SAR may be exercised in
whole or in part (including based on achievement of performance goals and/or future service requirements), the time or times at
which SARs shall cease to be or become exercisable following Separation from Service or upon other conditions, the method of exercise,
whether or not a SAR shall be in tandem or in combination with any other Award, and any other terms and conditions of any SAR.


 


9.3
Term of SARs.


 


The
term of a SAR granted under the Plan shall be determined by the Board, in its sole discretion; provided, however,
that such term shall not exceed ten (10) years.


 


9.4
Payment of SAR Amount.


 


Upon
exercise of a SAR, a Grantee shall be entitled to receive payment from the Company (in cash or Stock, as determined by the Board)
in an amount determined by multiplying:


 


	 	(i)	the
    difference between the Fair Market Value of a share of Stock on the date of exercise over the SAR Exercise Price; by
	 	 	 
	 	(ii)	the
    number of shares of Stock with respect to which the SAR is exercised.


 


SECTION
10


 


TERMS
AND CONDITIONS OF RESTRICTED STOCK AND RESTRICTED STOCK UNITS


 


10.1
Restrictions.


 


At
the time of grant, the Board may, in its sole discretion, establish a period of time (a “Restricted Period”)
and any additional restrictions including the satisfaction of corporate or individual performance objectives applicable to an
Award of Restricted Stock or Restricted Stock Units in accordance with Section 12.1 and 12.2. Each Award of Restricted
Stock or Restricted Stock Units may be subject to a different Restricted Period and additional restrictions. Neither Restricted
Stock nor Restricted Stock Units may be sold, transferred, assigned, pledged or otherwise encumbered or disposed of during the
Restricted Period or prior to the satisfaction of any other applicable restrictions.


 


10.2
Restricted Stock Certificates.


 


The
Company shall issue stock, in the name of each Grantee to whom Restricted Stock has been granted, stock certificates or other
evidence of ownership representing the total number of shares of Restricted Stock granted to the Grantee, as soon as reasonably
practicable after the Grant Date. The Board may provide in an Award Agreement that either (i) the Secretary of the Company shall
hold such certificates for the Grantee’s benefit until such time as the Restricted Stock is forfeited to the Company or
the restrictions lapse, or (ii) such certificates shall be delivered to the Grantee; provided, however, that such
certificates shall bear a legend or legends that comply with the applicable securities laws and regulations and make appropriate
reference to the restrictions imposed under the Plan and the Award Agreement.


 


10.3
Rights of Holders of Restricted Stock.


 


Unless
the Board otherwise provides in an Award Agreement and subject to Section 17.12, holders of Restricted Stock shall have
rights as stockholders of the Company, including voting and dividend rights.


 


10.4
Rights of Holders of Restricted Stock Units.


 


10.4.1
Settlement of Restricted Stock Units.


 


Restricted
Stock Units may be settled in cash or Stock, as determined by the Board and set forth in the Award Agreement. The Award Agreement
shall also set forth whether the Restricted Stock Units shall be settled (i) within the time period specified for “short
term deferrals” under Section 409A or (ii) otherwise within the requirements of Section 409A, in which case the Award Agreement
shall specify upon which events such Restricted Stock Units shall be settled.


 




    	 



    	 



    

 


10.4.2
Voting and Dividend Rights.


 


Unless
otherwise stated in the applicable Award Agreement and subject to Section 17.12, holders of Restricted Stock Units shall
not have rights as stockholders of the Company, including no voting or dividend or dividend equivalents rights.


 


10.4.3
Creditor’s Rights.


 


A
holder of Restricted Stock Units shall have no rights other than those of a general creditor of the Company. Restricted Stock
Units represent an unfunded and unsecured obligation of the Company, subject to the terms and conditions of the applicable Award
Agreement.


 


10.5
Purchase of Restricted Stock.


 


The
Grantee shall be required, to the extent required by applicable law, to purchase the Restricted Stock from the Company at a Purchase
Price equal to the greater of (i) the aggregate par value of the shares of Stock represented by such Restricted Stock or (ii)
the Purchase Price, if any, specified in the related Award Agreement. If specified in the Award Agreement, the Purchase Price
may be deemed paid by Services already rendered. The Purchase Price shall be payable in a form described in Section 11 or,
in the discretion of the Board, in consideration for past Services rendered.


 


10.6
Delivery of Stock.


 


Upon
the expiration or termination of any Restricted Period and the satisfaction of any other conditions prescribed by the Board, the
restrictions applicable to shares of Restricted Stock or Restricted Stock Units settled in Stock shall lapse, and, unless otherwise
provided in the Award Agreement, a stock certificate for such shares shall be delivered, free of all such restrictions, to the
Grantee or the Grantee’s beneficiary or estate, as the case may be.


 


SECTION
11


 


FORM
OF PAYMENT FOR OPTIONS AND RESTRICTED STOCK


 


11.1
General Rule.


 


Payment
of the Option Price for the shares purchased pursuant to the exercise of an Option or the Purchase Price for Restricted Stock
shall be made in cash or in cash equivalents acceptable to the Company, except as provided in this Section 11.


 


11.2
Surrender of Stock.


 


To
the extent the Award Agreement so provides, payment of the Option Price for shares purchased pursuant to the exercise of an Option
or the Purchase Price for Restricted Stock may be made all or in part through the tender to the Company of shares of Stock, which
shares shall be valued, for purposes of determining the extent to which the Option Price or Purchase Price for Restricted Stock
has been paid thereby, at their Fair Market Value on the date of exercise or surrender. Notwithstanding the foregoing, in the
case of an Incentive Stock Option, the right to make payment in the form of already owned shares of Stock may be authorized only
at the time of grant.


 


11.3
Cashless Exercise.


 


With
respect to an Option only (and not with respect to Restricted Stock), to the extent permitted by law and to the extent the Award
Agreement so provides, payment of the Option Price may be made all or in part by delivery (on a form acceptable to the Company)
of an irrevocable direction to a licensed securities broker acceptable to the Company to sell shares of Stock and to deliver all
or part of the sales proceeds to the Company in payment of the Option Price and any withholding taxes described in Section
17.3.


 




    	 



    	 



    

 


11.4
Other Forms of Payment.


 


To
the extent the Award Agreement so provides, payment of the Option Price or the Purchase Price for Restricted Stock may be made
in any other form that is consistent with applicable laws, regulations and rules, including, but not limited to, the Company’s
withholding of shares of Stock otherwise due to the exercising Grantee.


 


SECTION
12


 


TERMS
AND CONDITIONS OF PERFORMANCE AWARDS


 


12.1
Performance Conditions.


 


The
right of a Grantee to exercise or receive a grant or settlement of any Award, and the timing thereof, may be subject to such performance
conditions as may be specified by the Committee. The Committee may use such business criteria and other measures of performance
as it may deem appropriate in establishing any performance conditions.


 


12.2
Performance Awards Granted to Designated Covered Employees.


 


If
and to the extent that the Committee determines that a Performance Award to be granted to a Grantee who is designated by the Committee
as having the potential to be a Covered Employee should qualify as “performance-based compensation” for purposes of
Section 162(m), the grant, exercise and/or settlement of such Performance Award shall be contingent upon achievement of pre-established
performance goals and other terms set forth in this Section 12.2. Notwithstanding anything herein to the contrary, the
Committee in its discretion may provide for Performance Awards to Covered Employees that are not intended to qualify as “performance-based
compensation” for purposes of Section 162(m).


 


12.3
Performance Goals Generally.


 


The
performance goals for such Performance Awards shall consist of one or more business criteria and a targeted level or levels of
performance with respect to each of such criteria, as specified by the Committee consistent with this Section 12.2. Performance
goals shall be objective and shall otherwise meet the requirements of Section 162(m) and regulations thereunder including the
requirement that the level or levels of performance targeted by the Committee result in the achievement of performance goals being
“substantially uncertain.” The Committee may determine that such Performance Awards shall be granted, exercised and/or
settled upon achievement of any one performance goal or that two or more of the performance goals must be achieved as a condition
to grant, exercise and/or settlement of such Performance Awards. Performance goals may, in the discretion of the Committee, be
established on a Company-wide basis, or with respect to one or more business units, divisions, subsidiaries or business segments,
as applicable. Performance goals may be absolute or relative (to the performance of one or more comparable companies or indices).
To the extent consistent with the requirements of Section 162(m), the Committee may determine at the time that goals under this
Section 12 are established, the extent to which measurement of performance goals may exclude the impact of charges for
restructuring, discontinued operations, extraordinary items, debt redemption or retirement, asset write downs, litigation or claim
judgments or settlements, acquisitions or divestitures, foreign exchange gains and losses, and other unusual non-recurring items,
and the cumulative effects of tax or accounting changes (each as defined by generally accepted accounting principles and as identified
in the Company’s financial statements or other SEC filings). Performance goals may differ for Performance Awards granted
to any one Grantee or to different Grantees.


 




    	 



    	 



    

 


12.4
Business Criteria.


 


One
or more of the following business criteria for the Company, on a consolidated basis, and/or specified subsidiaries or business
units of the Company (except with respect to the total stockholder return and earnings per share criteria), shall be used exclusively
by the Committee in establishing performance goals for such Performance Awards: (i) cash flow; (ii) earnings per share, as adjusted
for any stock split, stock dividend or other recapitalization; (iii) earnings measures (including EBIT and EBITDA)); (iv) return
on equity; (v) total stockholder return; (vi) share price performance, as adjusted for any stock split, stock dividend or other
recapitalization; (vii) return on capital; (viii) revenue; (ix) income; (x) profit margin; (xi) return on operating revenue; (xii)
brand recognition/acceptance; (xiii) customer metrics (including customer satisfaction, customer retention, customer profitability,
or customer contract terms); (xiv) productivity; (xv) expense targets; (xvi) market share; (xvii) cost control measures; (xviii)
balance sheet metrics; (xix) strategic initiatives; (xx) implementation, completion or attainment of measurable objectives with
respect to recruitment or retention of personnel or employee satisfaction; (xxi) return on assets; (xxii) growth in net sales;
(xxiii) the ratio of net sales to net working capital; (xxiv) stockholder value added; (xxv) improvement in management of working
capital items (inventory, accounts receivable or accounts payable); (xxvi) sales from newly-introduced products; (xxvii) successful
completion of, or achievement of milestones or objectives related to, financing or capital raising transactions, strategic acquisitions
or divestitures, joint ventures, partnerships, collaborations, or other transactions; (xxviii) product quality, safety, productivity,
yield or reliability (on time and complete orders); (xxix) funds from operations; (xxx) regulatory body approval for commercialization
of a product; (xxxi) debt levels or reduction or debt ratios; (xxxii) economic value; (xxxiii) operating efficiency; (xxxiv) research
and development achievements; or (xxxv) any combination of the forgoing business criteria; provided, however, that
such business criteria shall include any derivations of business criteria listed above (e.g., income shall include pre-tax income,
net income, operating income, etc.).


 


12.5
Timing for Establishing Performance Goals.


 


Performance
goals shall be established not later than 90 days after the beginning of any performance period applicable to such Performance
Awards, or at such other date as may be required or permitted for “performance-based compensation” under Section 162(m).


 


12.6
Settlement of Performance Awards; Other Terms.


 


Settlement
of Performance Awards shall be in cash, Stock, other Awards or other property, in the discretion of the Committee. The Committee
may, in its discretion, reduce the amount of a settlement otherwise to be made in connection with such Performance Awards.


 


12.7
Written Determinations.


 


All
determinations by the Committee as to the establishment of performance goals, the amount of any Performance Award pool or potential
individual Performance Awards and as to the achievement of performance goals relating to Performance Awards, shall be made in
writing in the case of any Award intended to qualify under Section 162(m) to the extent required by Section 162(m). To the extent
permitted by Section 162(m), the Committee may delegate any responsibility relating to such Performance Awards.


 


12.8
Status of Section 12.2 Awards under Section 162(m).


 


It
is the intent of the Company that Performance Awards under Section 12.2 hereof granted to persons who are designated by
the Committee as having the potential to be Covered Employees within the meaning of Section 162(m) and regulations thereunder
shall, if so designated by the Committee, constitute “qualified performance-based compensation” within the meaning
of Section 162(m) and regulations thereunder. Accordingly, the terms of Section 12.2, including the definitions of Covered
Employee and other terms used therein, shall be interpreted in a manner consistent with Section 162(m) and regulations thereunder.
The foregoing notwithstanding, because the Committee cannot determine with certainty whether a given Grantee will be a Covered
Employee with respect to a fiscal year that has not yet been completed, the term Covered Employee as used herein shall mean only
a person designated by the Committee, at the time of grant of Performance Awards, as having the potential to be a Covered Employee
with respect to that fiscal year or any subsequent fiscal year. If any provision of the Plan or any agreement relating to such
Performance Awards does not comply or is inconsistent with the requirements of Section 162(m) or regulations thereunder, such
provision shall be construed or deemed amended to the extent necessary to conform to such requirements.


 




    	 



    	 



    

 


SECTION
13


 


OTHER
STOCK-BASED AWARDS


 


13.1
Grant of Other Stock-based Awards.


 


Other
Stock-based Awards may be granted either alone or in addition to or in conjunction with other Awards under the Plan. Other Stock-based
Awards may be granted in lieu of other cash or other compensation to which a Service Provider is entitled from the Company or
may be used in the settlement of amounts payable in shares of Common Stock under any other compensation plan or arrangement of
the Company. Subject to the provisions of the Plan, the Committee shall have the sole and complete authority to determine the
persons to whom and the time or times at which such Awards shall be made, the number of shares of Common Stock to be granted pursuant
to such Awards, and all other conditions of such Awards. Unless the Committee determines otherwise, any such Award shall be confirmed
by an Award Agreement, which shall contain such provisions as the Committee determines to be necessary or appropriate to carry
out the intent of this Plan with respect to such Award.


 


13.2
Terms of Other Stock-based Awards.


 


Any
Common Stock subject to Awards made under this Section 13 may not be sold, assigned, transferred, pledged or otherwise
encumbered prior to the date on which the shares are issued, or, if later, the date on which any applicable restriction, performance
or deferral period lapses.


 


SECTION
14


 


REQUIREMENTS
OF LAW


 


14.1
General.


 


The
Company shall not be required to sell or issue any shares of Stock under any Award if the sale or issuance of such shares would
constitute a violation by the Grantee, any other individual exercising an Option, or the Company of any provision of any law or
regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If
at any time the Company shall determine, in its discretion, that the listing, registration or qualification of any shares subject
to an Award upon any securities exchange or under any governmental regulatory body is necessary or desirable as a condition of,
or in connection with, the issuance or purchase of shares hereunder, no shares of Stock may be issued or sold to the Grantee or
any other individual exercising an Option pursuant to such Award unless such listing, registration, qualification, consent or
approval shall have been effected or obtained free of any conditions not acceptable to the Company, and any delay caused thereby
shall in no way affect the date of termination of the Award. Specifically, in connection with the Securities Act, upon the exercise
of any Option or the delivery of any shares of Stock underlying an Award, unless a registration statement under such Act is in
effect with respect to the shares of Stock covered by such Award, the Company shall not be required to sell or issue such shares
unless the Board has received evidence satisfactory to it that the Grantee or any other individual exercising an Option may acquire
such shares pursuant to an exemption from registration under the Securities Act. Any determination in this connection by the Board
shall be final, binding, and conclusive. The Company may, but shall in no event be obligated to, register any securities covered
hereby pursuant to the Securities Act. The Company shall not be obligated to take any affirmative action in order to cause the
exercise of an Option or the issuance of shares of Stock pursuant to the Plan to comply with any law or regulation of any governmental
authority. As to any jurisdiction that expressly imposes the requirement that an Option shall not be exercisable until the shares
of Stock covered by such Option are registered or are exempt from registration, the exercise of such Option (under circumstances
in which the laws of such jurisdiction apply) shall be deemed conditioned upon the effectiveness of such registration or the availability
of such an exemption.


 




    	 



    	 



    

 


14.2
Rule 16b-3.


 


During
any time when the Company has a class of equity security registered under Section 12 of the Exchange Act, it is the intent of
the Company that Awards and the exercise of Options granted to officers and directors hereunder will qualify for the exemption
provided by Rule 16b-3 under the Exchange Act. To the extent that any provision of the Plan or action by the Board or Committee
does not comply with the requirements of Rule 16b-3, it shall be deemed inoperative to the extent permitted by law and deemed
advisable by the Board, and shall not affect the validity of the Plan. In the event that Rule 16b-3 is revised or replaced, the
Board may exercise its discretion to modify this Plan in any respect necessary to satisfy the requirements of, or to take advantage
of any features of, the revised exemption or its replacement.


 


SECTION
15


 


EFFECT
OF CHANGES IN CAPITALIZATION


 


15.1
Changes in Stock.


 


If
(i) the number of outstanding shares of Stock is increased or decreased or the shares of Stock are changed into or exchanged for
a different number or kind of shares or other securities of the Company on account of any recapitalization, reclassification,
stock split, reverse split, combination of shares, exchange of shares, stock dividend or other distribution payable in capital
stock, or other increase or decrease in such shares effected without receipt of consideration by the Company occurring after the
Effective Date or (ii) there occurs any spin-off, split-up, extraordinary cash dividend or other distribution of assets by the
Company, the number and kinds of shares for which grants of Awards may be made under the Plan (including the per-Grantee maximums
set forth in Section 4) shall be equitably adjusted by the Company; provided that any such adjustment shall comply with
Section 409A. In addition, in the event of any such increase or decrease in the number of outstanding shares or other transaction
described in clause (ii) above, the number and kind of shares for which Awards are outstanding and the Option Price per share
of outstanding Options and SAR Exercise Price per share of outstanding SARs shall be equitably adjusted; provided that any such
adjustment shall comply with Section 409A.


 


15.2
Effect of Certain Transactions.


 


Except
as otherwise provided in an Award Agreement and subject to the provisions of Section 15.3, in the event of a Corporate
Transaction, the Plan and the Awards issued hereunder shall continue in effect in accordance with their respective terms, except
that following a Corporate Transaction either (i) each outstanding Award shall be treated as provided for in the agreement entered
into in connection with the Corporate Transaction or (ii) if not so provided in such agreement, each Grantee shall be entitled
to receive in respect of each share of Common Stock subject to any outstanding Awards, upon exercise or payment or transfer in
respect of any Award, the same number and kind of stock, securities, cash, property or other consideration that each holder of
a share of Common Stock was entitled to receive in the Corporate Transaction in respect of a share of Common stock; provided,
however, that, unless otherwise determined by the Committee, such stock, securities, cash, property or other consideration
shall remain subject to all of the conditions, restrictions and performance criteria which were applicable to the Awards prior
to such Corporate Transaction. Without limiting the generality of the foregoing, the treatment of outstanding Options and SARs
pursuant to this Section 15.2 in connection with a Corporate Transaction in which the consideration paid or distributed
to the Company’s stockholders is not entirely shares of common stock of the acquiring or resulting corporation may include
the cancellation of outstanding Options and SARs upon consummation of the Corporate Transaction as long as, at the election of
the Committee, (i) the holders of affected Options and SARs have been given a period of at least fifteen days prior to the date
of the consummation of the Corporate Transaction to exercise the Options or SARs (to the extent otherwise exercisable) or (ii)
the holders of the affected Options and SARs are paid (in cash or cash equivalents) in respect of each Share covered by the Option
or SAR being canceled an amount equal to the excess, if any, of the per share price paid or distributed to stockholders in the
Corporate Transaction (the value of any non-cash consideration to be determined by the Committee in its sole discretion) over
the Option Price or SAR Exercise Price, as applicable. For avoidance of doubt, (1) the cancellation of Options and SARs pursuant
to clause (ii) of the preceding sentence may be effected notwithstanding anything to the contrary contained in this Plan or any
Award Agreement and (2) if the amount determined pursuant to clause (ii) of the preceding sentence is zero or less, the affected
Option or SAR may be cancelled without any payment therefore. The treatment of any Award as provided in this Section 15.2
shall be conclusively presumed to be appropriate for purposes of Section 15.1.


 




    	 



    	 



    

 


15.3
Change in Control


 


15.3.1
Consequences of a Change in Control


 


For
Awards granted to Non-Employee Directors, except as may otherwise be provided in the applicable Award Agreement, upon a Change
in Control all outstanding Awards that may be exercised shall become fully exercisable, all restrictions with respect to outstanding
Awards shall lapse and become vested and non-forfeitable, and any specified performance goals with respect to outstanding Awards
shall be deemed to be satisfied at target.


 


For
Awards granted to any other Service Providers, except as may otherwise be provided in the applicable Award Agreement, either of
the following provisions shall apply, depending on whether, and the extent to which, Awards are assumed, converted or replaced
by the resulting entity in a Change in Control:


 


	 	(i)	To the extent such Awards are not assumed, converted or replaced by the resulting entity in the Change in Control, then upon the Change in Control such outstanding Awards that may be exercised shall become fully exercisable, all restrictions with respect to such outstanding Awards, other than for Performance Awards, shall lapse and become vested and non-forfeitable, and for any outstanding Performance Awards the target payout opportunities attainable under such Awards shall be deemed to have been fully earned as of the Change in Control based upon the greater of: (A) an assumed achievement of all relevant performance goals at the “target” level, or (B) the actual level of achievement of all relevant performance goals against target as of the Company’s fiscal quarter end preceding the Change in Control and the Award shall become vested pro rata based on the portion of the applicable performance period completed through the date of the Change in Control.

                                                                               

	 	(ii)	To
    the extent such Awards are assumed, converted or replaced by the resulting entity in the Change in Control, if, within two
    years after the date of the Change in Control, the Service Provider has a Separation from Service either (1) by the Company
    other than for “cause” or (2) by the Service Provider for “good reason” (each as defined in the applicable
    Award Agreement), then such outstanding Awards that may be exercised shall become fully exercisable, all restrictions with
    respect to such outstanding Awards, other than for Performance Awards, shall lapse and become vested and non-forfeitable,
    and for any outstanding Performance Awards the target payout opportunities attainable under such Awards shall be deemed to
    have been fully earned as of the Separation from Service based upon the greater of: (A) an assumed achievement of all relevant
    performance goals at the “target” level, or (B) the actual level of achievement of all relevant performance goals
    against target as of the Company’s fiscal quarter end preceding the Change in Control and the Award shall become vested
    pro rata based on the portion of the applicable performance period completed through the date of the Separation from Service.


 


15.3.2
Change in Control Defined


 


Except
as may otherwise be defined in an Award Agreement, a “Change in Control” shall mean any single transaction
or event, other than an Acquisition, pursuant to which (i) a majority of the members of the Board resign or are replaced, or (ii)
one person or a number of persons acting together as a group own more than 50 percent of the combined voting power of Company.
The term “Acquisition” means (1) a dissolution, liquidation or sale of all or substantially all of the assets of the
Company; (2) a merger or consolidation in which the Company is not the surviving corporation; or (3) a merger in which the Company
is the surviving corporation but the shares of the Company’s common stock outstanding immediately preceding the merger are
converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise.


 


Notwithstanding
the foregoing, if it is determined that an Award hereunder is subject to the requirements of Section 409A and payable upon a Change
in Control, the Company will not be deemed to have undergone a Change in Control unless the Company is deemed to have undergone
a “change in control event” pursuant to the definition of such term in Section 409A.


 


15.3.3
Adjustments


 


Adjustments
under this Section 15 related to shares of Stock or securities of the Company shall be made by the Board, whose determination
in that respect shall be final, binding and conclusive. No fractional shares or other securities shall be issued pursuant to any
such adjustment, and any fractions resulting from any such adjustment shall be eliminated in each case by rounding downward to
the nearest whole share.


 




    	 



    	 



    

 


SECTION
16


 


NO
LIMITATIONS ON COMPANY


 


The
making of Awards pursuant to the Plan shall not affect or limit in any way the right or power of the Company to make adjustments,
reclassifications, reorganizations, or changes of its capital or business structure or to merge, consolidate, dissolve, or liquidate,
or to sell or transfer all or any part of its business or assets.


 


SECTION
17


 


TERMS
APPLICABLE GENERALLY TO AWARDS GRANTED UNDER THE PLAN


 


17.1
Disclaimer of Rights.


 


No
provision in the Plan or in any Award Agreement shall be construed to confer upon any individual the right to remain in the employ
or service of the Company or any Affiliate, or to interfere in any way with any contractual or other right or authority of the
Company either to increase or decrease the compensation or other payments to any individual at any time, or to terminate any employment
or other relationship between any individual and the Company. In addition, notwithstanding anything contained in the Plan to the
contrary, unless otherwise stated in the applicable Award Agreement, no Award granted under the Plan shall be affected by any
change of duties or position of the Grantee, so long as such Grantee continues to be a Service Provider. The obligation of the
Company to pay any benefits pursuant to this Plan shall be interpreted as a contractual obligation to pay only those amounts described
herein, in the manner and under the conditions prescribed herein. The Plan shall in no way be interpreted to require the Company
to transfer any amounts to a third party trustee or otherwise hold any amounts in trust or escrow for payment to any Grantee or
beneficiary under the terms of the Plan.


 


17.2
Nonexclusivity of the Plan.


 


Neither
the adoption of the Plan nor the submission of the Plan to the stockholders of the Company for approval shall be construed as
creating any limitations upon the right and authority of the Board to adopt such other incentive compensation arrangements (which
arrangements may be applicable either generally to a class or classes of individuals or specifically to a particular individual
or particular individuals), including, without limitation, the granting of stock options as the Board in its discretion determines
desirable.


 


17.3
Withholding Taxes.


 


The
Company or an Affiliate, as the case may be, shall have the right to deduct from payments of any kind otherwise due to a Grantee
any federal, state, or local taxes of any kind required by law to be withheld (i) with respect to the vesting of or other lapse
of restrictions applicable to an Award, (ii) upon the issuance of any shares of Stock upon the exercise of an Option or SAR, or
(iii) otherwise due in connection with an Award. At the time of such vesting, lapse, or exercise, the Grantee shall pay to the
Company or the Affiliate, as the case may be, any amount that the Company or the Affiliate may reasonably determine to be necessary
to satisfy such withholding obligation. Subject to the prior approval of the Company or the Affiliate, which may be withheld by
the Company or the Affiliate, as the case may be, in its sole discretion, the Grantee may elect to satisfy such obligations, or
the Company may require such obligations to be satisfied, in whole or in part, (i) by causing the Company or the Affiliate to
withhold the minimum required number of shares of Stock otherwise issuable to the Grantee as may be necessary to satisfy such
withholding obligation or (ii) by delivering to the Company or the Affiliate shares of Stock already owned by the Grantee. The
shares of Stock so delivered or withheld shall have an aggregate Fair Market Value equal to such withholding obligations. The
Fair Market Value of the shares of Stock used to satisfy such withholding obligation shall be determined by the Company or the
Affiliate as of the date that the amount of tax to be withheld is to be determined. A Grantee who has made an election pursuant
to this Section 17.3 may satisfy his or her withholding obligation only with shares of Stock that are not subject to any
repurchase, forfeiture, unfulfilled vesting, or other similar requirements.


 




    	 



    	 



    

 


17.4
Captions.


 


The
use of captions in this Plan or any Award Agreement is for the convenience of reference only and shall not affect the meaning
of any provision of the Plan or any Award Agreement.


 


17.5
Other Provisions.


 


Each
Award Agreement may contain such other terms and conditions not inconsistent with the Plan as may be determined by the Board,
in its sole discretion. In the event of any conflict between the terms of an employment agreement and the Plan, the terms of the
employment agreement govern.


 


17.6
Number and Gender.


 


With
respect to words used in this Plan, the singular form shall include the plural form, the masculine gender shall include the feminine
gender, etc., as the context requires.


 


17.7
Severability.


 


If
any provision of the Plan or any Award Agreement shall be determined to be illegal or unenforceable by any court of law in any
jurisdiction, the remaining provisions hereof and thereof shall be severable and enforceable in accordance with their terms, and
all provisions shall remain enforceable in any other jurisdiction.


 


17.8
Governing Law.


 


The
Plan shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to the principles
of conflicts of law, and applicable Federal law.


 


17.9
Section 409A.


 


The
Plan is intended to comply with Section 409A to the extent subject thereto, and, accordingly, to the maximum extent permitted,
the Plan shall be interpreted and administered to be in compliance therewith. Any payments described in the Plan that are due
within the “short-term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless
applicable laws require otherwise. Notwithstanding anything to the contrary in the Plan, to the extent required to avoid accelerated
taxation and tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided
pursuant to the Plan during the six (6) month period immediately following the Grantee’s Separation from Service shall instead
be paid on the first payroll date after the six-month anniversary of the Grantee’s Separation from Service (or the Grantee’s
death, if earlier). Notwithstanding the foregoing, neither the Company nor the Committee shall have any obligation to take any
action to prevent the assessment of any excise tax or penalty on any Grantee under Section 409A and neither the Company nor the
Committee will have any liability to any Grantee for such tax or penalty.


 


17.10
Separation from Service.


 


The
Board shall determine the effect of a Separation from Service upon Awards, and such effect shall be set forth in the appropriate
Award Agreement. Without limiting the foregoing, the Board may provide in the Award Agreements at the time of grant, or any time
thereafter with the consent of the Grantee, the actions that will be taken upon the occurrence of a Separation from Service, including,
but not limited to, accelerated vesting or termination, depending upon the circumstances surrounding the Separation from Service.


 




    	 



    	 



    

 


17.11
Transferability of Awards.


 


17.11.1
Transfers in General.


 


Except
as provided in Section 17.11.2, no Award shall be assignable or transferable by the Grantee to whom it is granted, other
than by will or the laws of descent and distribution, and, during the lifetime of the Grantee, only the Grantee personally (or
the Grantee’s personal representative) may exercise rights under the Plan.


 


17.11.2
Family Transfers.


 


If
authorized in the applicable Award Agreement, a Grantee may transfer, not for value, all or part of an Award (other than Incentive
Stock Options) to any Family Member. For the purpose of this Section 17.11.2, a “not for value” transfer is
a transfer which is (i) a gift, (ii) a transfer under a domestic relations order in settlement of marital property rights; or
(iii) a transfer to an entity in which more than fifty percent of the voting interests are owned by Family Members (or the Grantee)
in exchange for an interest in that entity. Following a transfer under this Section 17.11.2, any such Award shall continue
to be subject to the same terms and conditions as were applicable immediately prior to transfer. Subsequent transfers of transferred
Awards are prohibited except to Family Members of the original Grantee in accordance with this Section 17.11.2 or by will
or the laws of descent and distribution.


 


17.12
Dividends and Dividend Equivalent Rights.


 


If
specified in the Award Agreement, the recipient of an Award under this Plan may be entitled to receive, currently or on a deferred
basis, dividends or dividend equivalents with respect to the Common Stock or other securities covered by an Award. The terms and
conditions of a dividend equivalent right may be set forth in the Award Agreement. Dividend equivalents credited to a Grantee
may be paid currently or may be deemed to be reinvested in additional shares of Stock or other securities of the Company at a
price per unit equal to the Fair Market Value of a share of Stock on the date that such dividend was paid to stockholders, as
determined in the sole discretion of the Committee. Notwithstanding the foregoing, in no event will dividends or dividend equivalents
on any Award which is subject to the achievement of performance criteria be payable before the Award has become earned and payable.


 


The
Plan was adopted by the Board of Directors on March 19, 2015 and was approved by the stockholders of the Company on May 6, 2015.
The first Amendment to the Plan was approved by the stockholders on May 4, 2016. The Plan was further amended on May 8, 2019.