Exhibit 10.4


 





Kinsale
Capital Group, Inc. 2016 Omnibus Incentive Plan


 


Section 1. Purpose of Plan.


 


The name of the Plan is the Kinsale Capital
Group, Inc. 2016 Omnibus Incentive Plan. The purposes of the Plan are to provide an additional incentive to selected employees,
directors, independent contractors and consultants of the Company or its Affiliates whose contributions are essential to the growth
and success of the Company’s business, in order to strengthen the commitment of such persons to the Company and its Subsidiaries,
motivate such persons to faithfully and diligently perform their responsibilities and attract and retain competent and dedicated
persons whose efforts will result in the long-term growth and profitability of the Company. To accomplish such purposes, the Plan
provides that the Company may grant Options, Share Appreciation Rights, Restricted Shares, Restricted Stock Units, Other Share-Based
Awards, Cash Awards or any combination of the foregoing.


 


Section 2. Definitions.


 


For purposes of the Plan, the following terms
shall be defined as set forth below:


 


(a) “Administrator” means
the Board, or, if and to the extent the Board does not administer the Plan, the Committee in accordance with Section 3 hereof.


 


(b) “Affiliate” means a
Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control
with, the Person specified. An entity shall be deemed an Affiliate of the Company for purposes of this definition only for such
periods as the requisite ownership or control relationship is maintained.


 


(c) “Applicable Laws” means
the applicable requirements under U.S. federal and state corporate laws, U.S. federal and state securities laws, including the
Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any other
country or jurisdiction where Awards are granted under the Plan, as are in effect from time to time.


 


(d) “Award” means any Option,
Share Appreciation Right, Restricted Share, Restricted Stock Unit, Other Share-Based Award or Cash Award granted under the Plan.


 


(e) “Award Agreement” means
any written agreement, contract or other instrument or document evidencing an Award.


 


(f) “Beneficial Owner”
(or any variant thereof) has the meaning defined in Rule 13d-3 under the Exchange Act.


 


(g) “Board” means the Board
of Directors of the Company.


 


(h) “Bylaws” mean the bylaws
of the Company, as may be amended and/or restated from time to time.


 






    	 



    	 



    

(i) “Cash Award” means
cash awarded under Section 11 of the Plan, including cash awarded as a bonus or upon the attainment of Performance Goals or otherwise
as permitted under the Plan.


 


(j) “Cause” shall have
the meaning assigned to such term in any individual employment or severance agreement or Award Agreement with the Participant or,
if no such agreement exists or if such agreement does not define “Cause,” Cause means (i) the conviction, guilty plea
or plea of “no contest” by the Participant to any felony or a crime involving moral turpitude or the Participant’s
commission of any other act or omission involving dishonesty or fraud, (ii) the substantial and repeated failure of the Participant
to perform duties of the office held by the Participant, (iii) the Participant’s gross negligence, willful misconduct or
breach of fiduciary duty with respect to the Company or any of its Subsidiaries or Affiliates, and/or (iv) any breach by the Participant
of any restrictive covenants to which the Participant is subject. Any voluntary termination of Employment by the Participant in
anticipation of an involuntary termination of the Participant’s employment for Cause shall be deemed to be a termination
for Cause.


 


(k) “Change in Capitalization”
means any (i) merger, amalgamation, consolidation, reclassification, recapitalization, spin-off, spin-out, repurchase or other
reorganization or corporate transaction or event, (ii) special or extraordinary dividend or other extraordinary distribution
(whether in the form of cash, Common Stock or other property), stock split, reverse stock split, share subdivision or consolidation,
(iii) combination or exchange of shares or (iv) other change in corporate structure, which, in any such case, the Administrator
determines, in its sole discretion, affects the Shares such that an adjustment pursuant to Section 5 hereof is appropriate.


 


(l) “Change in Control”
means an event set forth in any one of the following paragraphs shall have occurred:


 


(1) any Person is or becomes the Beneficial
Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person
or any securities acquired directly from the Company or any Affiliate thereof) representing 50% or more of the combined voting
power of the Company’s then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection
with a transaction described in clause (i) of paragraph (3) below; or


 


(2) the following individuals cease for
any reason to constitute a majority of the number of directors then serving on the Board:  individuals who, on the date hereof,
constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual
or threatened election contest, including, but not limited to, a consent solicitation, relating to the election of directors of
the Company) whose appointment or election by the Board or nomination for election by the Company’s stockholders was approved
or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the date
hereof or whose appointment, election or nomination for election was previously so approved or recommended (“Incumbent
Directors”); or


 






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(3) there is consummated a merger or consolidation
of the Company or any direct or indirect Subsidiary with any other corporation or other entity, other than (i) a merger or consolidation
which results in (A) the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing
to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent
thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan
of the Company or any Subsidiary, more than 50% of the combined voting power of the securities of the Company or such surviving
entity or any parent thereof outstanding immediately after such merger or consolidation and (B) the Incumbent Directors continuing
immediately thereafter to represent at least a majority of the board of directors of the Company, the entity surviving such merger
or consolidation or, if the Company or the entity surviving such merger or consolidation is then a Subsidiary, the ultimate parent
thereof, or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in
which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the
securities Beneficially Owned by such Person any securities acquired directly from the Company or its Affiliates) representing
50% or more of the combined voting power of the Company’s then outstanding securities; or


 


(4) the stockholders of the Company approve
a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by
the Company of all or substantially all of the Company’s assets, other than (A) a sale or disposition by the Company
of all or substantially all of the Company’s assets to an entity, at least fifty percent (50%) of the combined voting power
of the voting securities of which are owned by stockholders of the Company following the completion of such transaction in substantially
the same proportions as their ownership of the Company immediately prior to such sale or (B) a sale or disposition of all
or substantially all of the Company’s assets immediately following which the individuals who comprise the Board immediately
prior thereto constitute at least a majority of the board of directors of the entity to which such assets are sold or disposed
or, if such entity is a subsidiary, the ultimate parent thereof.


 


Notwithstanding the foregoing, (i) a Change in Control shall
not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately
following which the holders of Common Stock immediately prior to such transaction or series of transactions continue to have substantially
the same proportionate ownership in an entity which owns all or substantially all of the assets of the Company immediately following
such transaction or series of transactions and (ii) for each Award that constitutes deferred compensation under Section 409A of
the Code, and to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, a Change
in Control shall be deemed to have occurred under the Plan with respect to such Award only if a change in the ownership or effective
control of the Company or a change in ownership of a substantial portion of the assets of the Company shall also be deemed to have
occurred under Section 409A of the Code.


 


(m) “Code” means the Internal
Revenue Code of 1986, as amended from time to time, or any successor thereto.


 






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(n) “Committee” means any
committee or subcommittee the Board may appoint to administer the Plan. Subject to the discretion of the Board, the Committee shall
be composed entirely of individuals who meet the qualifications of an “outside director” within the meaning of Section
162(m) of the Code (but only to the extent necessary and desirable to maintain qualification of Awards as “performance-based
compensation” under Section 162(m) of the Code), a “non-employee director” within the meaning of Rule 16b-3 under
the Exchange Act and any other qualifications required by the applicable stock exchange on which the Common Stock is traded. If
at any time or to any extent the Board shall not administer the Plan, then the functions of the Administrator specified in the
Plan shall be exercised by the Committee. Except as otherwise provided in the Certificate of Incorporation or Bylaws of the Company,
any action of the Committee with respect to the administration of the Plan shall be taken by a majority vote at a meeting at which
a quorum is duly constituted or unanimous written consent of the Committee’s members.


 


(o) “Common Stock” means
the common stock, par value $0.01 per share, of the Company.


 


(p) “Company” means Kinsale
Capital Group, Inc., a Delaware corporation (or any successor company, except as the term “Company” is used in the
definition of “Change in Control” above).


 


(q) “Covered Employee”
has the meaning ascribed to the term “covered employee” set forth in Section 162(m) of the Code.


 


(r) “Disability” means,
with respect to any Participant, that such Participant (i) as determined by the Administrator in its sole discretion, is unable
to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) is,
by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected
to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not
less than three (3) months under an accident and health plan covering employees of the Company or an Affiliate thereof.


 


(s) “Effective Date” has
the meaning set forth in Section 19 hereof.


 


(t) “Eligible Recipient”
means an employee, director, independent contractor or consultant of the Company or any Affiliate of the Company who has been selected
as an eligible participant by the Administrator; provided, however, to the extent required to avoid accelerated taxation
and/or tax penalties under Section 409A of the Code, an Eligible Recipient of an Option or a Stock Appreciation Right means an
employee, non-employee director, independent contractor or consultant of the Company or any Affiliate of the Company with respect
to whom the Company is an “eligible issuer of service recipient stock” within the meaning of Section 409A of the Code.


 


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


 






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(v) “Exercise Price” means,
with respect to any Option, the per share price at which a holder of such Option may purchase Shares issuable upon exercise of
such Award, and, with respect to a Share Appreciation Right, the base price per share of such Share Appreciation Right, which,
with respect to Options and Share Appreciation Rights, in any event will not be less than one hundred percent (100%) of the Fair
Market Value of a related share of Common Stock on the date of grant.


 


(w) “Fair Market Value”
of a share of Common Stock or another security as of a particular date shall mean the fair market value as determined by the Administrator
in its sole discretion; provided, however, (i) if the Common Stock or other security is admitted to trading on a
national securities exchange, the fair market value on any date shall be the closing sale price reported on such date, or if no
shares were traded on such date, on the last preceding date for which there was a sale of a share of Common Stock on such exchange,
or (ii) if the Common Stock or other security is then traded in an over-the-counter market, the fair market value on any date shall
be the average of the closing bid and asked prices for such share in such over-the-counter market for the last preceding date on
which there was a sale of such share in such market.


 


(x) “ISO” means an Option
intended to be and designated as an incentive stock option within the meaning of Section 422 of the Code.


 


(y) “Nonqualified Stock Option”
shall mean an Option that is not designated as an ISO.


 


(z) “Option” means an option
to purchase shares of Common Stock granted pursuant to Section 7 hereof. The term “Option” as used in the Plan
includes the terms “Nonqualified Stock Option” and “ISO.”


 


(aa) “Other Share-Based Award”
means a right or other interest granted pursuant to Section 10 hereof that may be denominated or payable in, valued in whole
or in part by reference to, or otherwise based on or related to, the Common Stock, including, but not limited to, unrestricted
Shares, restricted stock units, dividend equivalents or performance units, each of which may be subject to the attainment of Performance
Goals or a period of continued employment or other terms or conditions as permitted under the Plan.


 


(bb) “Participant” means
any Eligible Recipient selected by the Administrator, pursuant to the Administrator’s authority provided for in Section 3
below, to receive grants of Awards, and, upon his or her death, his or her successors, heirs, executors and administrators, as
the case may be.


 






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(cc) “Performance Goals”
means performance goals based on one or more of the following criteria: (i) earnings, including one or more of operating income,
net operating income, earnings before or after taxes, earnings before or after interest, depreciation, amortization, adjusted EBITDA,
economic earnings, or extraordinary or special items or book value per share (which may exclude nonrecurring items); (ii) pre-tax
income or after-tax income; (iii) earnings per share (basic or diluted); (iv) operating profit; (v) revenue, revenue
growth or rate of revenue growth; (vi) return on assets (gross or net), return on investment, return on capital, or return
on equity; (vii) returns on sales or revenues; (viii) operating expenses; (ix) share price appreciation; (x) cash
flow, cash flow per share, free cash flow, cash flow return on investment (discounted or otherwise), net cash provided by operations,
or cash flow in excess of cost of capital; (xi) implementation or completion of critical projects or processes; (xii) cumulative
earnings per share growth; (xiii) operating margin or profit margin; (xiv) cost targets, reductions and savings, productivity and
efficiencies; (xv) strategic business criteria, consisting of one or more objectives based on meeting specified market penetration,
geographic business expansion, customer satisfaction, employee satisfaction, human resources management, supervision of litigation,
information technology, and goals relating to acquisitions, divestitures, joint ventures and similar transactions, and budget comparisons;
(xvi) personal professional objectives, including any of the foregoing performance goals, the implementation of policies and plans,
the negotiation of transactions, the development of long term business goals, formation of joint ventures, research or development
collaborations, and the completion of other corporate transactions; (xvii) loss ratio; (xviii) economic value created; (xix) share
price or total shareholder return; (xx) expense ratio; (xxi) combined ratio; (xxii) underwriting profit; (xxiii) gross or net written
premiums; and (xxiv) any combination of, ratio of, or a specified increase in, any of the foregoing. Where applicable, the
Performance Goals may be expressed in terms of attaining a specified level of the particular criteria or the attainment of a percentage
increase or decrease in the particular criteria, and may be applied to one or more of the Company or any Affiliate thereof, or
a division or strategic business unit of the Company or any Affiliate thereof, or may be applied to the performance of the Company
relative to a market index, a group of other companies or a combination thereof, all as determined by the Committee. The Performance
Goals may include a threshold level of performance below which no payment shall be made (or no vesting shall occur), levels of
performance at which specified payments shall be made (or specified vesting shall occur), and a maximum level of performance above
which no additional payment shall be made (or at which full vesting shall occur). Each of the foregoing Performance Goals shall
be determined in accordance with generally accepted accounting principles (to the extent applicable) and shall be subject to certification
by the Committee; provided, that, to the extent permitted by Section 162(m) of the Code to the extent applicable, the Committee
shall make equitable adjustments to the Performance Goals in recognition of unusual or infrequent occurring events affecting the
Company or any Affiliate thereof or the financial statements of the Company or any Affiliate thereof, in response to changes in
Applicable Laws or regulations, or to account for items of gain, loss or expense determined to be extraordinary or unusual in nature
or infrequent in occurrence or related to the disposal of a segment of a business or related to a change in accounting principles.
Notwithstanding the foregoing, the Committee shall take any actions pursuant to this paragraph to the extent necessary and desirable
to maintain qualification of Awards as performance-based compensation under Section 162(m) of the Code.


 


(dd) “Person” shall have
the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof,
except that such term shall not include (i) the Company or any Subsidiary thereof, (ii) a trustee or other fiduciary
holding securities under an employee benefit plan of the Company or any Subsidiary thereof, (iii) an underwriter temporarily
holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions as their ownership of shares of the Company.


 






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(ee) “Plan” means this
Kinsale Capital Group, Inc. 2016 Omnibus Incentive Plan.


 


(ff) “Restricted Shares”
means Shares granted pursuant to Section 9 below subject to certain restrictions that lapse at the end of a specified period (or
periods) and/or upon attainment of specified performance objectives.


 


(gg) “Restricted Stock Unit”
means the right granted pursuant to Section 9 hereof to receive a Share at the end of a specified restricted period (or periods)
of time and/or upon attainment of specified performance objectives.


 


(hh) “Shares” means Common
Stock reserved for issuance under the Plan, as adjusted pursuant to the Plan, and any successor (pursuant to a merger, amalgamation,
consolidation or other reorganization) security.


 


(ii) “Share Appreciation Right”
means the right pursuant to an Award granted under Section 8 below to receive an amount equal to the excess, if any, of (i) the
aggregate Exercise Price, as of the date such Award or portion thereof is surrendered, of the Shares covered by such Award or such
portion thereof, over (ii) the aggregate Exercise Price of such Award or such portion thereof.


 


(jj) “Subsidiary” means,
with respect to any Person, as of any date of determination, any other Person as to which such first Person owns or otherwise controls,
directly or indirectly, more than 50% of the voting shares or other similar interests or a sole general partner interest or managing
member or similar interest of such other Person. An entity shall be deemed a Subsidiary of the Company for purposes of this definition
only for such periods as the requisite ownership or control relationship is maintained.


 


Section 3. Administration.


 


(a) The Plan shall be administered by the
Administrator and shall be administered in accordance with the requirements of Section 162(m) of the Code (but only to
the extent necessary and desirable to maintain qualification of Awards as performance-based compensation under Section 162(m) of
the Code) and, to the extent applicable, Rule 16b-3 under the Exchange Act (“Rule 16b-3”).


 


(b) Pursuant to the terms of the Plan, the
Administrator, subject, in the case of any Committee, to any restrictions on the authority delegated to it by the Board, shall
have the power and authority, without limitation:


 


(1) to select those Eligible Recipients
who shall be Participants;


 


(2) to determine whether and to what extent
Options, Share Appreciation Rights, Restricted Shares, Restricted Stock Units, Cash Awards, Other Share-Based Awards or a combination
of any of the foregoing, are to be granted hereunder to Participants;


 


(3) to determine the number of Shares to
be covered by each Award granted hereunder;


 






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(4) to determine the terms and conditions,
not inconsistent with the terms of the Plan, of each Award granted hereunder (including, but not limited to, (i) the restrictions
applicable to Restricted Shares or Restricted Stock Units and the conditions under which restrictions applicable to such Restricted
Shares or Restricted Stock Units shall lapse, (ii) the performance goals and periods applicable to Awards, (iii) the
Exercise Price of each Award, (iv) the vesting schedule applicable to each Award, (v) the number of Shares or amount
of cash or other property subject to each Award and (vi) subject to the requirements of Section 409A of the Code (to
the extent applicable), any amendments to the terms and conditions of outstanding Awards, including, but not limited to, extending
the exercise period of such Awards and accelerating the vesting and/or payment schedules of such Awards);


 


(5) to determine the terms and conditions,
not inconsistent with the terms of the Plan, which shall govern all written instruments evidencing Awards;


 


(6) to determine the Fair Market Value in
accordance with the terms of the Plan;


 


(7) to determine the duration and purpose
of leaves of absence which may be granted to a Participant without constituting termination of the Participant’s employment
for purposes of Awards granted under the Plan;


 


(8) to adopt, alter and repeal such administrative
rules, regulations, guidelines and practices governing the Plan as it shall from time to time deem advisable;


 


(9) to construe and interpret the terms
and provisions of, and supply or correct omissions in, the Plan and any Award issued under the Plan (and any Award Agreement relating
thereto), and to otherwise supervise the administration of the Plan and to exercise all powers and authorities either specifically
granted under the Plan or necessary and advisable in the administration of the Plan; and


 


(10) to prescribe, amend and rescind rules
and regulations relating to sub-plans established for the purpose of satisfying applicable foreign laws or for qualifying for favorable
tax treatment under applicable foreign laws, which rules and regulations may be set forth in an appendix or appendixes to the Plan.


 


(c) Subject to Section 5, neither the Board
nor the Committee shall have the authority to reprice or cancel and regrant any Award at a lower exercise, base or purchase price
or cancel any Award with an exercise, base or purchase price in exchange for cash, property or other Awards without first obtaining
the approval of the Company’s shareholders.


 


(d) All decisions made by the Administrator
pursuant to the provisions of the Plan shall be final, conclusive and binding on all persons, including the Company and the Participants.
No member of the Board or the Committee, nor any officer or employee of the Company or any Subsidiary thereof acting on behalf
of the Board or the Committee, shall be personally liable for any action, omission, determination or interpretation taken or made
in good faith with respect to the Plan, and all members of the Board or the Committee and each and any officer or employee of the
Company and of any Subsidiary thereof acting on their behalf shall, to the maximum extent permitted by law, be fully indemnified
and protected by the Company in respect of any such action, omission, determination or interpretation.


 






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Section 4. Shares Reserved
for Issuance Under the Plan.


 


(a) Subject to Section 5 hereof, the number
of shares of Common Stock that are reserved and available for issuance pursuant to Awards granted under the Plan shall be equal
to 2,073,832 Shares.


 


(b) Notwithstanding anything in this Plan
to the contrary, and subject to the adjustment as provided by Section 5, from and after such time as the Plan is subject to 162(m)
of the Code:


 


(1) No individual (including an individual
who is likely to be a Covered Employee) will be granted Options or Share Appreciation rights in excess of 600,000 Shares during
any single fiscal year.


 


(2) No individual (including an individual
who is likely to be a Covered employee) will be granted Restricted Shares, Restricted Stock Units or Other Share-Based Awards in
excess of 300,000 Shares during any single fiscal year.


 


(3) The maximum Cash Award that any Covered
Employee may receive with respect to a Cash Award in respect of any annual performance period is $3,000,000 and for any other performance
period, such amount multiplied by a fraction, the numerator of which is the number of months in the performance period and the
denominator of which is twelve.


 


(c) Shares issued under the Plan may, in whole
or in part, be authorized but unissued Shares or Shares that shall have been or may be reacquired by the Company in the open market,
in private transactions or otherwise. If any Shares subject to an Award are forfeited, cancelled, exchanged or surrendered or if
an Award otherwise terminates or expires without a distribution of shares to the Participant, the Shares with respect to such Award
shall, to the extent of any such forfeiture, cancellation, exchange, surrender, termination or expiration, again be available for
Awards under the Plan. Notwithstanding the foregoing, Shares surrendered or withheld as payment of either the Exercise Price of
an Award (including Shares otherwise underlying an Award of a Share Appreciation Right that are retained by the Company to account
for the Exercise Price of such Share Appreciation Right) and/or withholding taxes in respect of an Award shall no longer be available
for grant under the Plan. In addition, (i) to the extent an Award is denominated in shares of Common Stock, but paid or settled
in cash, the number of shares of Common Stock with respect to which such payment or settlement is made shall again be available
for grants of Awards pursuant to the Plan and (ii) shares of Common Stock underlying Awards that can only be settled in cash shall
not be counted against the aggregate number of shares of Common Stock available for Awards under the Plan.


 


(d) No more than 200,000 Shares shall be issued
pursuant to the exercise of ISOs.


 






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Section 5. Equitable Adjustments.


 


In the event of any Change in Capitalization,
an equitable substitution or proportionate adjustment shall be made in (i) the aggregate number of shares of Common Stock
reserved for issuance under the Plan pursuant to Section 4 and the maximum number of Shares that may be subject to Awards granted
to any Participant in any calendar or fiscal year, (ii) the kind, number of securities subject to, and Exercise Price subject
to outstanding Options and Share Appreciation Rights granted under the Plan, and (iii) the kind, number and purchase price
of Shares or other securities or the amount of cash or amount or type of other property subject to outstanding Restricted Shares,
Restricted Stock Units or Other Share-Based Awards granted under the Plan; provided, however, that any fractional
shares resulting from the adjustment shall be eliminated. Such other equitable substitutions or adjustments shall be made as may
be determined by the Administrator, in its sole discretion. Without limiting the generality of the foregoing, in connection with
a Change in Capitalization, the Administrator may provide, in its sole discretion, but subject in all events to the requirements
of Section 409A of the Code, for the cancellation of any outstanding Award granted hereunder in exchange for payment in cash or
other property having an aggregate Fair Market Value of the Shares covered by such Award, reduced by the aggregate Exercise Price
or purchase price thereof, if any; provided, however, that if the Exercise Price or purchase price of any outstanding
Award is equal to or greater than the Fair Market Value of the shares of Common Stock, cash or other property covered by such Award,
the Board may cancel such Award without the payment of any consideration to the Participant. Further, without limiting the generality
of the foregoing, with respect to Awards subject to foreign laws, adjustments made hereunder shall be made in compliance with applicable
requirements. Except to the extent determined by the Administrator, any adjustments to ISOs under this Section 5 shall be made
only to the extent not constituting a “modification” within the meaning of Section 424(h)(3) of the Code. The Administrator’s
determinations pursuant to this Section 5 shall be final, binding and conclusive.


 


Section 6. Eligibility.


 


The Participants under the Plan shall be selected
from time to time by the Administrator, in its sole discretion, from those individuals that qualify as Eligible Recipients, provided,
however, that no non-employee director under the Plan shall be granted Awards in any consecutive 12-month period in respect
of Shares having a Fair Market Value of more than $400,000, as measured as of the applicable grant date.


 


Section 7. Options.


 


(a) General. Options granted under
the Plan shall be designated as Nonqualified Stock Options or ISOs. Each Participant who is granted an Option shall enter into
an Award Agreement with the Company, containing such terms and conditions as the Administrator shall determine, in its sole discretion,
which Award Agreement shall set forth, among other things, the Exercise Price of the Option, the term of the Option and provisions
regarding exercisability of the Option, and whether the Option is intended to be an ISO or a Nonqualified Stock Option (and in
the event the Award Agreement has no such designation, the Option shall be a Nonqualified Stock Option). The provisions of each
Option need not be the same with respect to each Participant. More than one Option may be granted to the same Participant and be
outstanding concurrently hereunder. Options granted under the Plan shall be subject to the terms and conditions set forth in this
Section 7 and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Administrator
shall deem desirable and set forth in the applicable Award Agreement.


 






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(b) Exercise Price. The Exercise Price
of Shares purchasable under an Option shall be determined by the Administrator in its sole discretion at the time of grant, but
in no event shall the exercise price of an Option be less than one hundred percent (100%) of the Fair Market Value of a share of
Common Stock on the date of grant.


 


(c) Option Term. The maximum term of
each Option shall be fixed by the Administrator, but no Option shall be exercisable more than ten (10) years after the date
such Option is granted. Each Option’s term is subject to earlier expiration pursuant to the applicable provisions in the
Plan and the Award Agreement. Notwithstanding the foregoing, the Administrator shall have the authority to accelerate the exercisability
of any outstanding Option at such time and under such circumstances as the Administrator, in its sole discretion, deems appropriate.


 


(d) Exercisability. Each Option shall
be exercisable at such time or times and subject to such terms and conditions, including the attainment of pre-established performance
goals, as shall be determined by the Administrator in the applicable Award Agreement. The Administrator may also provide that any
Option shall be exercisable only in installments, and the Administrator may waive such installment exercise provisions at any time,
in whole or in part, based on such factors as the Administrator may determine in its sole discretion. Notwithstanding anything
to the contrary contained herein, an Option may not be exercised for a fraction of a share.


 


(e) Method of Exercise. Options may
be exercised in whole or in part by giving written notice of exercise to the Company specifying the number of whole Shares to be
purchased, accompanied by payment in full of the aggregate Exercise Price of the Shares so purchased in cash or its equivalent,
as determined by the Administrator. As determined by the Administrator, in its sole discretion, with respect to any Option or category
of Options, payment in whole or in part may also be made (i) by means of consideration received under any cashless exercise
procedure approved by the Administrator (including the withholding of Shares otherwise issuable upon exercise), (ii) in the
form of unrestricted Shares already owned by the Participant which have a Fair Market Value on the date of surrender equal to the
aggregate exercise price of the Shares as to which such Option shall be exercised, (iii) any other form of consideration approved
by the Administrator and permitted by Applicable Laws or (iv) any combination of the foregoing.


 


(f) ISOs. The terms and conditions
of ISOs granted hereunder shall be subject to the provisions of Section 422 of the Code and the terms, conditions, limitations
and administrative procedures established by the Administrator from time to time in accordance with the Plan. At the discretion
of the Administrator, ISOs may be granted only to an employee of the Company, its “parent corporation” (as such term
is defined in Section 424(e) of the Code) or a Subsidiary.


 


(1) ISO Grants to 10% Stockholders.
Notwithstanding anything to the contrary in the Plan, if an ISO is granted to a Participant who owns shares representing more than
ten percent (10%) of the voting power of all classes of shares of the Company, its “parent corporation” (as such term
is defined in Section 424(e) of the Code) or a Subsidiary, the term of the ISO shall not exceed five (5) years from the time of
grant of such ISO and the Exercise Price shall be at least one hundred and ten percent (110%) of the Fair Market Value of the Shares
on the date of grant.


 






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(2) $100,000 Per Year Limitation For
ISOs. To the extent the aggregate Fair Market Value (determined on the date of grant) of the Shares for which ISOs are exercisable
for the first time by any Participant during any calendar year (under all plans of the Company) exceeds $100,000, such excess ISOs
shall be treated as Nonqualified Stock Options.


 


(3) Disqualifying Dispositions. Each
Participant awarded an ISO under the Plan shall notify the Company in writing immediately after the date he or she makes a “disqualifying
disposition” of any Share acquired pursuant to the exercise of such ISO. A “disqualifying disposition” is any
disposition (including any sale) of such Shares before the later of (i) two years after the date of grant of the ISO and (ii) one
year after the date the Participant acquired the Shares by exercising the ISO. The Company may, if determined by the Administrator
and in accordance with procedures established by it, retain possession of any Shares acquired pursuant to the exercise of an ISO
as agent for the applicable Participant until the end of the period described in the preceding sentence, subject to complying with
any instructions from such Participant as to the sale of such shares.


 


(g) Rights as Stockholder. A Participant
shall have no rights to dividends, dividend equivalents or distributions or any other rights of a stockholder with respect to the
Shares subject to an Option until the Participant has given written notice of the exercise thereof, and has paid in full for such
Shares and has satisfied the requirements of Section 16 hereof.


 


(h) Termination of Employment or Service.
Unless otherwise provided by the Committee or in the applicable Award Agreement:


 


(1) In the event that the employment or
service of a Participant with the Company and all Affiliates thereof (including by reason of the Participant’s employer ceasing
to be an Affiliate of the Company) shall terminate for any reason other than Cause, Disability, or death, (A) Options granted to
such Participant, to the extent that they are exercisable at the time of such termination, shall remain exercisable until the date
that is ninety (90) days after such termination, on which date they shall expire, and (B) Options granted to such Participant,
to the extent that they were not exercisable at the time of such termination, shall expire at the close of business on the date
of such termination. Notwithstanding the foregoing, no Option shall be exercisable after the expiration of its term.


 


(2) In the event that the employment or
service of a Participant with the Company and all Affiliates thereof shall terminate on account of the Disability or death of the
Participant, (A) Options granted to such Participant, to the extent that they were exercisable at the time of such termination,
shall remain exercisable until the date that is six (6) months after such termination, on which date they shall expire and (B)
Options granted to such Participant, to the extent that they were not exercisable at the time of such termination, shall expire
at the close of business on the date of such termination. Notwithstanding the foregoing, no Option shall be exercisable after the
expiration of its term.


 






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(3) In the event of the termination of a
Participant’s employment or service for Cause, all outstanding Options granted to such Participant shall expire at the commencement
of business on the date of such termination.


 


(4) The Award Agreement with respect to
an Option that is granted to a Participant resident in the state of California may not provide terms that are more detrimental
to the Participant then the following: unless a Participant's employment is terminated for cause (as determined in the discretion
of the Administrator), the Participant shall be entitled to exercise the Option until the earlier of (i) the expiration date of
the Option or (ii) if the termination of employment was caused by the Participant's death or Disability, the date which is at least
six months following such termination of employment or (iii) if the termination of employment was for a reason other than death
or Disability, the date which is at least 30 days following such termination of employment.


 


(i) Other Change in Employment Status.
An Option shall be affected, both with regard to vesting schedule and termination, by leaves of absence, including unpaid and un-protected
leaves of absence, changes from full-time to part-time employment, partial Disability or other changes in the employment status
of a Participant, in the discretion of the Administrator.


 


Section 8. Share Appreciation
Rights.


 


(a) General. Share Appreciation Rights
may be granted either alone (“Free Standing Rights”) or in conjunction with all or part of any Option granted
under the Plan (“Related Rights”). Related Rights may be granted either at or after the time of the grant of
such Option. The Administrator shall determine the Eligible Recipients to whom, and the time or times at which, grants of Share
Appreciation Rights shall be made. Each Participant who is granted a Share Appreciation Right shall enter into an Award Agreement
with the Company, containing such terms and conditions as the Administrator shall determine, in its sole discretion, which Award
Agreement shall set forth, among other things, the number of Shares to be awarded, the Exercise Price per Share, and all other
conditions of Share Appreciation Rights. Notwithstanding the foregoing, no Related Right may be granted for more Shares than are
subject to the Option to which it relates. The provisions of Share Appreciation Rights need not be the same with respect to each
Participant. Share Appreciation Rights granted under the Plan shall be subject to the following terms and conditions set forth
in this Section 8 and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Administrator
shall deem desirable, as set forth in the applicable Award Agreement.


 


(b) Awards; Rights as Stockholder.
A Participant shall have no rights to dividends or any other rights of a stockholder with respect to the shares of Common Stock,
if any, subject to a Stock Appreciation Right until the Participant has given written notice of the exercise thereof and has satisfied
the requirements of Section 16 hereof.


 


(c) Exercisability.


 


(1) Share Appreciation Rights that are Free
Standing Rights shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the
Administrator in the applicable Award Agreement.


 






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(2) Share Appreciation Rights that are Related
Rights shall be exercisable only at such time or times and to the extent that the Options to which they relate shall be exercisable
in accordance with the provisions of Section 7 hereof and this Section 8 of the Plan.


 


(d) Payment Upon Exercise.


 


(1) Upon the exercise of a Free Standing
Right, the Participant shall be entitled to receive up to, but not more than, that number of Shares equal in value to the excess
of the Fair Market Value as of the date of exercise over the Exercise Price per share specified in the Free Standing Right multiplied
by the number of Shares in respect of which the Free Standing Right is being exercised.


 


(2) A Related Right may be exercised by
a Participant by surrendering the applicable portion of the related Option. Upon such exercise and surrender, the Participant shall
be entitled to receive up to, but not more than, that number of Shares equal in value to the excess of the Fair Market Value as
of the date of exercise over the Exercise Price specified in the related Option multiplied by the number of Shares in respect of
which the Related Right is being exercised. Options which have been so surrendered, in whole or in part, shall no longer be exercisable
to the extent the Related Rights have been so exercised.


 


(3) Notwithstanding the foregoing, the Administrator
may determine to settle the exercise of a Share Appreciation Right in cash (or in any combination of Shares and cash).


 


(e) Termination of Employment or Service.
Unless otherwise provided by the Committee or in the applicable Award Agreement:


 


(1) In the event that the employment or
service of a Participant with the Company and all Affiliates thereof (including by reason of the Participant’s employer ceasing
to be an Affiliate of the Company) shall terminate for any reason other than Cause, Disability, or death, (A) Share Appreciation
Rights granted to such Participant, to the extent that they are exercisable at the time of such termination, shall remain exercisable
until the date that is ninety (90) days after such termination, on which date they shall expire, and (B) Share Appreciation Rights
granted to such Participant, to the extent that they were not exercisable at the time of such termination, shall expire at the
close of business on the date of such termination. Notwithstanding the foregoing, no Share Appreciation Right shall be exercisable
after the expiration of its term.


 


(2) In the event that the employment or
service of a Participant with the Company and all Affiliates thereof shall terminate on account of the Disability, or death of
the Participant, (A) Share Appreciation Rights granted to such Participant, to the extent that they were exercisable at the time
of such termination, shall remain exercisable until the date that is six (6) months after such termination, on which date they
shall expire and (B) Share Appreciation Rights granted to such Participant, to the extent that they were not exercisable at the
time of such termination, shall expire at the close of business on the date of such termination. Notwithstanding the foregoing,
no Share Appreciation Right shall be exercisable after the expiration of its term.


 






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(3) In the event of the termination of a
Participant’s employment or service for Cause, all outstanding Share Appreciation Rights granted to such Participant shall
expire at the commencement of business on the date of such termination.


 


(f) Term.


 


(1) The term of each Free Standing Right
shall be fixed by the Administrator, but no Free Standing Right shall be exercisable more than ten (10) years after the date such
right is granted.


 


(2) The term of each Related Right shall
be the term of the Option to which it relates, but no Related Right shall be exercisable more than ten (10) years after the date
such right is granted.


 


(g) Other Change in Employment Status.
Share Appreciation Rights shall be affected, both with regard to vesting schedule and termination, by leaves of absence, including
unpaid and un-protected leaves of absence, changes from full-time to part-time employment, partial Disability or other changes
in the employment status of a Participant, in the discretion of the Administrator.


 


Section 9. Restricted Shares
and Restricted Stock Units.


 


(a) General. Restricted Shares or Restricted
Stock Units may be issued either alone or in addition to other Awards granted under the Plan. The Administrator shall determine
the Eligible Recipients to whom, and the time or times at which, Restricted Shares or Restricted Stock Units shall be made. Each
Participant who is granted Restricted Shares or Restricted Stock Units shall enter into an Award Agreement with the Company, containing
such terms and conditions as the Administrator shall determine, in its sole discretion, which Award Agreement shall set forth,
among other things, the number of Shares to be awarded; the price, if any, to be paid by the Participant for the acquisition of
Restricted Shares or Restricted Stock Units; the period of time restrictions, Performance Goals or other conditions that apply
to delivery or vesting of such Awards (the “Restricted Period”); and all other conditions applicable to the
Restricted Shares and Restricted Stock Units. If the restrictions, Performance Goals or conditions established by the Administrator
are not attained, a Participant shall forfeit his or her Restricted Shares or Restricted Stock Units, in accordance with the terms
of the grant. The provisions of the Restricted Shares or Restricted Stock Units need not be the same with respect to each Participant.


 


(b) Awards and Certificates. Except
as otherwise provided below in Section 9(c), (i) each Participant who is granted an Award of Restricted Shares may, in the Company’s
sole discretion, be issued a share certificate in respect of such Restricted Shares; and (ii) any such certificate so issued shall
be registered in the name of the Participant, and shall bear an appropriate legend referring to the terms, conditions and restrictions
applicable to any such Award.


 


The Company may require that the share certificates,
if any, evidencing Restricted Shares granted hereunder be held in the custody of the Company until the restrictions thereon shall
have lapsed, and that, as a condition of any Award of Restricted Shares, the Participant shall have delivered a share transfer
form, endorsed in blank, relating to the Shares covered by such Award. Certificates for shares of unrestricted Common Stock may,
in the Company's sole discretion, be delivered to the Participant only after the Restricted Period has expired without forfeiture
in such Restricted Stock Award.


 






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With respect to Restricted Stock Units to
be settled in Shares, at the expiration of the Restricted Period, share certificates in respect of the shares of Common Stock underlying
such Restricted Stock Units may, in the Company’s sole discretion, be delivered to the Participant, or his legal representative,
in a number equal to the number of shares of Common stock underlying the Restricted Stock Units Award.


 


Notwithstanding anything in the Plan to the
contrary, any Restricted Shares or Restricted Stock Units to be settled in Shares (at the expiration of the Restricted Period,
and whether before or after any vesting conditions have been satisfied) may, in the Company’s sole discretion, be issued
in uncertificated form.


 


Further, notwithstanding anything in the Plan
to the contrary, with respect to Restricted Stock Units, at the expiration of the Restricted Period, Shares, or cash, as applicable,
shall promptly be issued (either in certificated or uncertificated form) to the Participant, unless otherwise deferred in accordance
with procedures established by the Company in accordance with Section 409A of the Code, and such issuance or payment shall in any
event be made within such period as is required to avoid the imposition of a tax under Section 409A of the Code.


 


(c) Restrictions and Conditions. The
Restricted Shares or Restricted Stock Units granted pursuant to this Section 9 shall be subject to the following restrictions and
conditions and any additional restrictions or conditions as determined by the Administrator at the time of grant or, subject to
Section 409A of the Code where applicable, thereafter:


 


(1) The Administrator may, in its sole discretion,
provide for the lapse of restrictions in installments and may accelerate or waive such restrictions in whole or in part based on
such factors and such circumstances as the Administrator may determine, in its sole discretion, including, but not limited to,
the attainment of certain Performance Goals, the Participant’s termination of employment or service with the Company or any
Affiliate thereof, or the Participant’s death or Disability, subject to any requirements of Section 162(m) of the Code in
the case of any Award which is intended to qualify as “performance-based compensation” under Section 162(m) of the
Code. Notwithstanding the foregoing, upon a Change in Control, the outstanding Awards shall be subject to Section 13 hereof.


 


(2) Except as provided in the applicable
Award Agreement, the Participant shall generally have the rights of a stockholder of the Company with respect to Restricted Shares
during the Restricted Period; provided, however, that dividends declared during the Restricted Period with respect
to a Restricted Share Award shall only become payable if (and to the extent) the underlying Restricted Shares vest. Except as provided
in the applicable Award Agreement, the Participant shall generally not have the rights of a stockholder with respect to Shares
subject to Restricted Stock Units during the Restricted Period; provided, however, that, subject to Section 409A
of the Code, an amount equal to dividends declared during the Restricted Period with respect to the number of Shares covered by
Restricted Stock Units or Restricted Shares that vest upon the achievement of Performance Goals shall, unless otherwise set forth
in an Award Agreement, be paid to the Participant at the time (and to the extent) Shares in respect of the related Restricted Stock
Units are delivered to the Participant or the Restricted Period with respect to the Restricted Shares that vest upon the achievement
of Performance Goals expires, provided that the Participant is then providing services to the Company. Certificates for Shares
of unrestricted Common Stock may, in the Company’s sole discretion, be delivered to the Participant only after the Restricted
Period has expired without forfeiture in respect of such Restricted Shares or Restricted Stock Units, except as the Administrator,
in its sole discretion, shall otherwise determine.


 






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(3) The rights of Participants granted Restricted
Shares or Restricted Stock Units upon termination of employment or service as a director, independent contractor or consultant
to the Company or to any Affiliate thereof terminates for any reason during the Restricted Period shall be set forth in the Award
Agreement.


 


(d) Form of Settlement. The Administrator
reserves the right in its sole discretion to provide (either at or after the grant thereof) that any Restricted Stock Unit represent
the right to receive the amount of cash per unit that is determined by the Administrator in connection with the Award.


 


Section 10. Other Share-Based
Awards.


 


Other forms of Awards valued in whole or in
part by reference to, or otherwise based on, Common Stock, including but not limited to dividend equivalents, may be granted either
alone or in addition to other Awards (other than in connection with Options or Share Appreciation Rights) under the Plan. Any dividend
or dividend equivalent awarded hereunder shall be subject to the same restrictions, conditions and risks of forfeiture as the underlying
Award. Subject to the provisions of the Plan, the Administrator shall have sole and complete authority to determine the individuals
to whom and the time or times at which such Other Share-Based Awards shall be granted. Each Participant who is granted an Other
Share-Based Award shall enter into an Award Agreement with the Company, containing such terms and conditions as the Administrator
shall determine, in its sole discretion, which Award Agreement shall set forth, among other things, the number of shares of Common
Stock to be granted pursuant to such Other Share-Based Awards, or the manner in which such Other Share-Based Awards shall be settled
(e.g., in shares of Common Stock, cash or other property), or the conditions to the vesting and/or payment or settlement of such
Other Share-Based Awards (which may include, but not be limited to, achievement of performance criteria) and all other terms and
conditions of such Other Share-Based Awards.


 


Section 11. Cash Awards.


 


The Administrator may grant Awards that are
denominated in, or payable to Participants solely in, cash, as deemed by the Administrator to be consistent with the purposes of
the Plan, and, such Cash Awards shall be subject to the terms, conditions, restrictions and limitations determined by the Administrator,
in its sole discretion, from time to time. Awards granted pursuant to this Section 11 may be granted with value and payment contingent
upon the achievement of Performance Goals.


 






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Section 12. Special Provisions
Regarding Certain Awards.


 


The Administrator may make Awards hereunder
to Covered Employees (or to individuals whom the Administrator believes may become Covered Employees) that are intended to qualify
as performance-based compensation under Section 162(m) of the Code. The exercisability and/or payment of such Awards may, to the
extent required to qualify as performance-based compensation under Section 162(m) of the Code, be subject to the achievement of
performance criteria based upon one or more Performance Goals and to certification of such achievement in writing by the Committee.
The Committee may in its discretion reduce the amount of such Awards that would otherwise become exercisable and/or payable upon
achievement of such Performance Goals and the certification in writing of such achievement, but may not increase such amounts.
Any such Performance Goals shall be established in writing by the Committee not later than the time period prescribed under Section
162(m) of the Code and the regulations thereunder. Notwithstanding anything set forth in the Plan to contrary, all provisions of
such Awards which are intended to qualify as performance-based compensation under Section 162(m) of the Code shall be construed
in a manner to so comply.


 


Section 13. Change in Control.


 


If the Administrator determines in its discretion
pursuant to Section 3(b)(4) hereof to accelerate the vesting of Options and/or Share Appreciation Rights in connection with a Change
in Control, the Administrator shall also have discretion in connection with such action to provide that all Options and/or Share
Appreciation Rights outstanding immediately prior to such Change in Control shall expire on the effective date of such Change in
Control.


 


Section 14. Amendment and
Termination.


 


The Board may amend, alter or terminate the
Plan, but no amendment, alteration or termination shall be made that would impair the rights of a Participant under any Award theretofore
granted without such Participant’s consent. Unless the Board determines otherwise, the Board shall obtain approval of the
Company’s stockholders for any amendment that would require such approval in order to satisfy the requirements of Section
162(m) of the Code, any rules of the stock exchange on which the Common Stock is traded or other Applicable Law. The Administrator
may amend the terms of any Award theretofore granted, prospectively or retroactively, but, subject to Section 5 of the Plan and
the immediately preceding sentence, no such amendment shall materially impair the rights of any Participant without his or her
consent.


 


Section 15. Unfunded Status
of Plan.


 


The Plan is intended to constitute an “unfunded”
plan for incentive compensation. With respect to any payments not yet made to a Participant by the Company, nothing contained herein
shall give any such Participant any rights that are greater than those of a general creditor of the Company.


 






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Section 16. Withholding
Taxes.


 


Each Participant shall, no later than the
date as of which the value of an Award first becomes includible in the gross income of such Participant for purposes of applicable
taxes, pay to the Company, or make arrangements satisfactory to the Administrator regarding payment of, the minimum amount of any
such applicable taxes required by law to be withheld with respect to the Award. The obligations of the Company under the Plan shall
be conditional on the making of such payments or arrangements, and the Company shall, to the extent permitted by law, have the
right to deduct any such taxes from any payment of any kind otherwise due to such Participant. Whenever cash is to be paid pursuant
to an Award, the Company shall have the right to deduct therefrom an amount that will not cause adverse accounting consequences
for the Company and is permitted under applicable withholding rules promulgated by the Internal Revenue Service or another governmental
entity in satisfaction of Participant’s tax obligations. Whenever Shares or property other than cash are to be delivered
pursuant to an Award, the Company shall have the right to require the Participant to remit to the Company in cash an amount sufficient
to satisfy any related taxes to be withheld and applied to the tax obligations; provided, that, with the approval of the Administrator,
a Participant may satisfy the foregoing requirement by either (i) electing to have the Company withhold from delivery of Shares
or other property, as applicable, or (ii) by delivering already owned unrestricted shares of Common Stock, in each case, having
a value not exceeding the applicable taxes to be withheld and applied to the tax obligations. Such already owned and unrestricted
shares of Common Stock shall be valued at their Fair Market Value on the date on which the amount of tax to be withheld is determined
and any fractional share amounts resulting therefrom shall be settled in cash. Such an election may be made with respect to all
or any portion of the Shares to be delivered pursuant to an award. The Company may also use any other method of obtaining the necessary
payment or proceeds, as permitted by law, to satisfy its withholding obligation with respect to any Award.


 


Section 17. Transfer of
Awards.


 


Until such time as the Awards are fully vested
and/or exercisable in accordance with the Plan or an Award Agreement, no purported sale, assignment, mortgage, hypothecation, transfer,
charge, pledge, encumbrance, gift, transfer in trust (voting or other) or other disposition of, or creation of a security interest
in or lien on, any Award or any agreement or commitment to do any of the foregoing (each, a “Transfer”) by any
holder thereof in violation of the provisions of the Plan or an Award Agreement will be valid, except with the prior written consent
of the Administrator, which consent may be granted or withheld in the sole discretion of the Administrator. Any purported Transfer
of an Award or any economic benefit or interest therein in violation of the Plan or an Award Agreement shall be null and void ab
initio and shall not create any obligation or liability of the Company, and any Person purportedly acquiring any Award or any
economic benefit or interest therein transferred in violation of the Plan or an Award Agreement shall not be entitled to be recognized
as a holder of such Shares or other property underlying such Award. Unless otherwise determined by the Administrator in accordance
with the provisions of the immediately preceding sentence, an Option or a Share Appreciation Right may be exercised, during the
lifetime of the Participant, only by the Participant or, during any period during which the Participant is under a legal Disability,
by the Participant’s guardian or legal representative.


 






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Section 18. Continued Employment.


 


Neither the adoption of the Plan nor the grant
of an Award shall confer upon any Eligible Recipient any right to continued employment or service with the Company or any Affiliate
thereof, as the case may be, nor shall it interfere in any way with the right of the Company or any Affiliate thereof to terminate
the employment or service of any of its Eligible Recipients at any time.


 


Section 19. Effective Date.


 


The Plan was adopted by the Board on _________
and shall become effective on such date (the “Effective Date”) without further action.


 


Section 20. Electronic Signature.


 


Participant’s electronic signature of
an Award Agreement shall have the same validity and effect as a signature affixed by hand.


 


Section 21. Term of Plan.


 


No Award shall be granted pursuant to the
Plan on or after the tenth anniversary of the Effective Date, but Awards theretofore granted may extend beyond that date.


 


Section 22. Securities Matters
and Regulations.


 


(a)Notwithstanding anything herein to
the contrary, the obligation of the Company to sell or deliver Shares with respect to any Award granted under the Plan shall be
subject to all Applicable Laws, rules and regulations, including all applicable federal and state securities laws, and the obtaining
of all such approvals by governmental agencies as may be deemed necessary or appropriate by the Administrator. The Administrator
may require, as a condition of the issuance and delivery of certificates evidencing shares of Common Stock pursuant to the terms
hereof, that the recipient of such shares make such agreements and representations, and that such certificates bear such legends,
as the Administrator, in its sole discretion, deems necessary or advisable.


 


(b)Each Award is subject to the requirement
that, if at any time the Administrator determines that the listing, registration or qualification of Shares is required by any
securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body is necessary
or desirable as a condition of, or in connection with, the grant of an Award or the issuance of Shares, no such Award shall be
granted or payment made or Shares issued, in whole or in part, unless listing, registration, qualification, consent or approval
has been effected or obtained free of any conditions not acceptable to the Administrator.


 


(c)In the event that the disposition of
Shares acquired pursuant to the Plan is not covered by a then current registration statement under the Securities Act and is not
otherwise exempt from such registration, such Shares shall be restricted against transfer to the extent required by the Securities
Act or regulations thereunder, and the Administrator may require a Participant receiving Common Stock pursuant to the Plan, as
a condition precedent to receipt of such Common Stock, to represent to the Company in writing that the Common Stock acquired by
such Participant is acquired for investment only and not with a view to distribution.


 






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Section 23. Section 409A
of the Code.


 


The Plan as well as payments and benefits
under the Plan are intended to be exempt from, or to the extent subject thereto, to comply with Section 409A of the Code, and,
accordingly, to the maximum extent permitted, the Plan shall be interpreted in accordance therewith. Notwithstanding anything contained
herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of
the Code, the Participant shall not be considered to have terminated employment or service with the Company for purposes of the
Plan and no payment shall be due to the Participant under the Plan or any Award until the Participant would be considered to have
incurred a “separation from service” from the Company and its Affiliates within the meaning of Section 409A of the
Code. Any payments described in the Plan that are due within the “short term deferral period” as defined in Section
409A of the Code shall not be treated as deferred compensation unless Applicable Law requires otherwise. Notwithstanding anything
to the contrary in the Plan, to the extent that any Awards (or any other amounts payable under any plan, program or arrangement
of the Company or any of its Affiliates) are payable upon a separation from service and such payment would result in the imposition
of any individual tax and penalty interest charges imposed under Section 409A of the Code, the settlement and payment of such awards
(or other amounts) shall instead be made on the first business day after the date that is six (6) months following such separation
from service (or death, if earlier). Each amount to be paid or benefit to be provided under this Plan shall be construed as a separate
identified payment for purposes of Section 409A of the Code. The Company makes no representation that any or all of the payments
or benefits described in this Plan will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude
Section 409A of the Code from applying to any such payment. The Participant shall be solely responsible for the payment of any
taxes and penalties incurred under Section 409A.


 


Section 24. Transition Period
Under Section 162(m) of the Code.


 


The Plan has been adopted by the Board prior
to the initial public offering of Common Stock pursuant to a registration statement under the Securities Act. The Plan is intended
to constitute a plan described in Treasury Regulation Section 1.162-27(f)(1).


 


Section 25. Notification
of Election Under Section 83(b) of the Code.


 


If any Participant
shall, in connection with the acquisition of shares of Common Stock under the Plan, make the election permitted under Section 83(b)
of the Code, such Participant shall notify the Company of such election within ten (10) days after filing notice of the election
with the Internal Revenue Service.


 


Section 26. No Fractional
Shares.


 


No fractional
shares of Common Stock shall be issued or delivered pursuant to the Plan. The Administrator shall determine whether cash, other
Awards, or other property shall be issued or paid in lieu of such fractional shares or whether such fractional shares or any rights
thereto shall be forfeited or otherwise eliminated. 


 






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Section 27. Beneficiary.


 


A Participant
may file with the Administrator a written designation of a beneficiary on such form as may be prescribed by the Administrator and
may, from time to time, amend or revoke such designation. If no designated beneficiary survives the Participant, the executor or
administrator of the Participant’s estate shall be deemed to be the Participant’s beneficiary. 


 


Section 28. Paperless Administration.


 


In the event
that the Company establishes, for itself or using the services of a third party, an automated system for the documentation, granting
or exercise of Awards, such as a system using an internet website or interactive voice response, then the paperless documentation,
granting or exercise of Awards by a Participant may be permitted through the use of such an automated system.


 


Section 29. Severability.


 


If any provision
of the Plan is held to be invalid or unenforceable, the other provisions of the Plan shall not be affected but shall be applied
as if the invalid or unenforceable provision had not been included in the Plan. 


 


Section 30. Clawback.


 


Notwithstanding
any other provisions in this Plan, any Award which is subject to recovery under any law, government regulation or stock exchange
listing requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government
regulation or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation
or stock exchange listing requirement).


 


Section 31. Governing Law.


 


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


 








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