Exhibit 10.8


 


MUSTANG
BIO, INC.


2016 INCENTIVE PLAN


 


ARTICLE 1


PURPOSE


 


1.1.        GENERAL.
The purpose of the Mustang Bio, Inc. 2016 Incentive Plan (the “Plan”) is to promote the success, and enhance the value,
of Mustang Bio, Inc. (the “Company”), by linking the personal interests of employees, officers, directors and consultants
of the Company or any Affiliate (as defined below) to those of Company stockholders and by providing such persons with an incentive
for outstanding performance. The Plan is further intended to provide flexibility to the Company in its ability to motivate, attract,
and retain the services of employees, officers, directors and consultants upon whose judgment, interest, and special effort the
successful conduct of the Company’s operation is largely dependent. Accordingly, the Plan permits the grant of incentive
awards from time to time to selected employees, officers, directors and consultants of the Company and its Affiliates.


 


ARTICLE 2


DEFINITIONS


 


2.1.        DEFINITIONS.
When a word or phrase appears in this Plan with the initial letter capitalized, and the word or phrase does not commence a sentence,
the word or phrase shall generally be given the meaning ascribed to it in this Section or in Section 1.1 unless a clearly different
meaning is required by the context. The following words and phrases shall have the following meanings:


 


(a)          “Affiliate”
means (i) any Subsidiary or Parent, or (ii) an entity that directly or through one or more intermediaries controls, is controlled
by or is under common control with, the Company, as determined by the Committee.


 


(b)          “Award”
means an award of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Deferred Stock Units, Performance
Awards, Other Stock-Based Awards, or any other right or interest relating to Stock or cash, granted to a Participant under the
Plan.


 


(c)          “Award
Certificate” means a written document, in such form as the Committee prescribes from time to time, setting forth the terms
and conditions of an Award. Award Certificates may be in the form of individual award agreements or certificates or a program
document describing the terms and provisions of an Award or series of Awards under the Plan. The Committee may provide for the
use of electronic, internet or other non-paper Award Certificates, and the use of electronic, internet or other non-paper means
for the acceptance thereof and actions thereunder by a Participant.


 


(d)          “Beneficial
Owner” shall have the meaning given such term in Rule 13d-3 of the General Rules and Regulations under the 1934 Act.


 


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


 




     


     


    

 


(f)          “Cause”
as a reason for a Participant’s termination of employment shall have the meaning assigned such term in the employment, consulting,
severance or similar agreement, if any, between such Participant and the Company or an Affiliate; provided, however,
that if there is no such employment, consulting, severance or similar agreement in which such term is defined, and unless otherwise
defined in the applicable Award Certificate, “Cause” shall mean any of the following acts by the Participant, as determined
by the Committee: (i) the commission of any act by the Participant constituting financial dishonesty against the Company or any
of its Affiliates (which act would be chargeable as a crime under applicable law); (ii) the Participant’s engaging in any
other act of dishonesty, fraud, intentional misrepresentation, moral turpitude, illegality or harassment which would: (A) materially
adversely affect the business or the reputation of the Company or any of its Affiliates with their respective then-current or
prospective customers, suppliers, lenders and/or other third parties with whom such entity does or might do business; or (B) expose
the Company or any of its Affiliates to a risk of civil or criminal legal damages, liabilities or penalties; (iii) the willful
and repeated failure by the Participant to follow the lawful directives of the Board or the Participant’s supervisor; (iv)
any material misconduct, material violation of the Company’s written policies, or willful and deliberate non-performance
of duty by the Participant in connection with the business affairs of the Company or any of its Affiliates; or (v) the Participant’s
material breach of any employment, severance, non-competition, non-solicitation, confidential information, or restrictive covenant
agreement, or similar agreement, with the Company or an Affiliate. The determination of the Committee as to the existence of “Cause”
shall be conclusive on the Participant and the Company.


 


(g)          “Change
in Control” means and includes the occurrence of any one of the following events but shall specifically exclude a Public
Offering:


 


(i)          during
any consecutive 12-month period, individuals who, at the beginning of such period, constitute the Board (the “Incumbent
Directors”) cease for any reason to constitute at least a majority of such Board, provided that any person becoming a director
after the beginning of such 12-month period and whose election or nomination for election was approved by a vote of at least a
majority of the Incumbent Directors then on the Board shall be an Incumbent Director; provided, however, that no
individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest
with respect to the election or removal of directors (“Election Contest”) or other actual or threatened solicitation
of proxies or consents by or on behalf of any Person other than the Board (“Proxy Contest”), including by reason of
any agreement intended to avoid or settle any Election Contest or Proxy Contest, shall be deemed an Incumbent Director; or


 


(ii)         any
Person, other than a Principal Stockholder, becomes a Beneficial Owner, directly or indirectly, of either (A) 50% or more of the
then-outstanding shares of common stock of the Company (“Company Common Stock”) or (B) securities of the Company representing
50% or more of the combined voting power of the Company’s then outstanding securities eligible to vote for the election
of directors (the “Company Voting Securities”); provided, however, that for purposes of this subsection
(ii), the following acquisitions of Company Common Stock or Company Voting Securities shall not constitute a Change in Control:
(w) an acquisition directly or indirectly from the Company, (x) an acquisition by the Company or a Subsidiary, (y) an acquisition
by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary, or (z) an acquisition
pursuant to a Non-Qualifying Transaction (as defined in subsection (iii) below); or


 




     


     


    

 


(iii)        the
consummation of a reorganization, merger, consolidation, statutory share exchange or similar form of corporate transaction involving
the Company or a Subsidiary (a “Reorganization”), or the sale or other disposition of all or substantially all of
the Company’s assets (a “Sale”) or the acquisition of assets or stock of another corporation or other entity
(an “Acquisition”), unless immediately following such Reorganization, Sale or Acquisition: (A) all or substantially
all of the individuals and entities who were the Beneficial Owners, respectively, of the outstanding Company Common Stock and
outstanding Company Voting Securities immediately prior to such Reorganization, Sale or Acquisition beneficially own, directly
or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the
then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity
resulting from such Reorganization, Sale or Acquisition (including, without limitation, an entity which as a result of such transaction
owns the Company or all or substantially all of the Company’s assets or stock either directly or through one or more subsidiaries,
the “Surviving Entity”) in substantially the same proportions as their ownership, immediately prior to such Reorganization,
Sale or Acquisition, of the outstanding Company Common Stock and the outstanding Company Voting Securities, as the case may be,
and (B) no person (other than (x) the Company or any Subsidiary, (y) the Surviving Entity or its ultimate parent entity, or (z)
any employee benefit plan (or related trust) sponsored or maintained by any of the foregoing) is the Beneficial Owner, directly
or indirectly, of 50% or more of the total common stock or 50% or more of the total voting power of the outstanding voting securities
eligible to elect directors of the Surviving Entity, and (C) at least a majority of the members of the board of directors of the
Surviving Entity were Incumbent Directors at the time of the Board’s approval of the execution of the initial agreement
providing for such Reorganization, Sale or Acquisition (any Reorganization, Sale or Acquisition which satisfies all of the criteria
specified in (A), (B) and (C) above shall be deemed to be a “Non-Qualifying Transaction”).


 


(h)          “Code”
means the Internal Revenue Code of 1986, as amended from time to time. For purposes of this Plan, references to sections of the
Code shall be deemed to include references to any applicable regulations thereunder and any successor or similar provision.


 


(i)          “Committee”
means the committee of the Board described in Article 4.


 


(j)          “Company”
means Mustang Bio, Inc., a Delaware corporation, or any successor corporation.


 


(k)          “Continuous
Service” means the absence of any interruption or termination of service as an employee, officer, consultant or director
of the Company or any Affiliate, as applicable; provided, however, that for purposes of an Incentive Stock Option
“Continuous Service” means the absence of any interruption or termination of service as an employee of the Company
or any Parent or Subsidiary, as applicable, pursuant to applicable tax regulations. Continuous Service shall not be considered
interrupted in the following cases: (i) a Participant transfers employment between the Company and an Affiliate or between Affiliates,
(ii) in the discretion of the Committee as specified at or prior to such occurrence, in the case of a spin-off, sale or disposition
of the Participant’s employer from the Company or any Affiliate, (iii) a Participant transfers from being an employee of
the Company or an Affiliate to being a director of the Company or of an Affiliate, or vice versa, (iv) in the discretion of the
Committee as specified at or prior to such occurrence, a Participant transfers from being an employee of the Company or an Affiliate
to being a consultant to the Company or of an Affiliate, or vice versa, or (v) any leave of absence authorized in writing by the
Company prior to its commencement; provided, however, that for purposes of Incentive Stock Options, no such leave
may exceed 90 days, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon
expiration of a leave of absence approved by the Company is not so guaranteed, on the 91st day of such leave any Incentive Stock
Option held by the Participant shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as
a Nonstatutory Stock Option. Whether military, government or other service or other leave of absence shall constitute a termination
of Continuous Service shall be determined in each case by the Committee at its discretion, and any determination by the Committee
shall be final and conclusive; provided, however, that for purposes of any Award that is subject to Code Section
409A, the determination of a leave of absence must comply with the requirements of a “bona fide leave of absence”
as provided in Treas. Reg. Section 1.409A-1(h).


 




     


     


    

 


(l)          “Deferred
Stock Unit” means a right granted to a Participant under Article 9 to receive Shares (or the equivalent value in cash or
other property if the Committee so provides) at a future time as determined by the Committee, or as determined by the Participant
within guidelines established by the Committee in the case of voluntary deferral elections.


 


(m)          “Disability”
of a Participant means that the Participant 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 12 months. If the determination of Disability relates to an Incentive Stock Option, Disability means Permanent
and Total Disability as defined in Section 22(e)(3) of the Code. In the event of a dispute, the determination of whether a Participant
is Disabled will be made by the Committee and may be supported by the advice of a physician competent in the area to which such
Disability relates.


 


(n)          “Dividend
Equivalent” means a right granted with respect to an Award pursuant to Article 11.


 


(o)          “Effective
Date” has the meaning assigned such term in Section 3.1.


 


(p)          “Eligible
Participant” means an employee, officer, consultant or director of the Company or any Affiliate.


 


(q)          “Exchange”
means any national securities exchange on which the Stock may from time to time be listed or traded.


 


(r)          “Fair
Market Value,” on any date, means (i) if the Stock is listed on an Exchange, the closing sales price on such Exchange on
such date or, in the absence of reported sales on such date, the closing sales price on the immediately preceding date on which
sales were reported, or (ii) if the Stock is not listed on an Exchange, the mean between the bid and offered prices as quoted
by the applicable interdealer quotation system for such date, provided that if the Stock is not quoted on an interdealer quotation
system or it is determined that the fair market value is not properly reflected by such quotations, Fair Market Value will be
determined by such other method as the Committee determines in good faith to be reasonable and in compliance with Code Section
409A.


 


(s)          “Full-Value
Award” means an Award other than in the form of an Option or SAR, and which is settled by the issuance of Stock (or
at the discretion of the Committee, settled in cash valued by reference to Stock value).


 


(t)          “Good
Reason” (or a similar term denoting constructive termination) has the meaning, if any, assigned such term in the employment,
consulting, severance or similar agreement, if any, between a Participant and the Company or an Affiliate; provided, however,
that if there is no such employment, consulting, severance or similar agreement in which such term is defined, “Good Reason”
shall have the meaning, if any, given such term in the applicable Award Certificate. If not defined in either such document, the
term “Good Reason” as used herein shall not apply to a particular Award.


 




     


     


    

 


(u)          “Grant
Date” of an Award means the first date on which all necessary corporate action has been taken to approve the grant of the
Award as provided in the Plan, or such later date as is determined and specified as part of that authorization process. Notice
of the grant shall be provided to the grantee within a reasonable time after the Grant Date.


 


(v)          “Incentive
Stock Option” means an Option that is intended to be an incentive stock option and meets the requirements of Section 422
of the Code or any successor provision thereto.


 


(w)          “Independent
Directors” means those members of the Board who qualify at any given time as an “independent” director under
the applicable rules of each Exchange on which the Shares are listed, and as a “non-employee” director under Rule
16b-3 of the 1934 Act.


 


(x)          “Non-Employee
Director” means a director of the Company who is not a common law employee of the Company or an Affiliate.


 


(y)          “Nonstatutory
Stock Option” means an Option that is not an Incentive Stock Option.


 


(z)          “Option”
means a right granted to a Participant under Article 7 of the Plan to purchase Stock at a specified price during specified time
periods. An Option may be either an Incentive Stock Option or a Nonstatutory Stock Option.


 


(aa)         “Other
Stock-Based Award” means a right, granted to a Participant under Article 12, that relates to or is valued by reference to
Stock or other Awards relating to Stock.


 


(bb)         “Parent”
means a corporation, limited liability company, partnership or other entity which owns or beneficially owns a majority of the
outstanding voting stock or voting power of the Company. Notwithstanding the above, with respect to an Incentive Stock Option,
Parent shall have the meaning set forth in Section 424(e) of the Code.


 


(cc)         “Participant”
means an Eligible Participant who has been granted an Award under the Plan; provided that in the case of the death of a Participant,
the term “Participant” refers to a beneficiary designated pursuant to Section 13.4 or the legal guardian or other
legal representative acting in a fiduciary capacity on behalf of the Participant under applicable state law and court supervision.


 


(dd)         “Performance
Award” means any award granted under the Plan pursuant to Article 10.


 


(ee)         “Person”
means any individual, entity or group, within the meaning of Section 3(a)(9) of the 1934 Act and as used in Section 13(d)(3) or
14(d)(2) of the 1934 Act.


 


(ff)         “Plan”
means the Mustang Bio, Inc. 2016 Incentive Plan, as amended from time to time.


 


(gg)         “Principal
Stockholder” means Fortress Biotech, Inc., or any entity that is directly or indirectly
affiliated with the Principal Stockholder.


 




     


     


    

 


(hh)      
“Public Offering” means a public offering of any class or series of the Company’s equity securities pursuant
to a registration statement filed by the Company under the 1933 Act or registration of the Company’s equity securities pursuant
to Section 12(b) or 12(g) of the 1934 Act.


 


(ii)         “Restricted
Stock” means Stock granted to a Participant under Article 9 that is subject to certain restrictions and to risk of forfeiture.


 


(jj)         “Restricted
Stock Unit” means the right granted to a Participant under Article 9 to receive shares of Stock (or the equivalent value
in cash or other property if the Committee so provides) in the future, which right is subject to certain restrictions and to risk
of forfeiture.


 


(kk)         “Shares”
means shares of the Company’s Stock. If there has been an adjustment or substitution with respect to the Shares (whether
or not pursuant to Article 14), the term “Shares” shall also include any shares of stock or other securities that
are substituted for Shares or into which Shares are adjusted.


 


(ll)         “Specified
Employee” has the meaning given such term in Code Section 409A and the final regulations thereunder.


 


(mm)       “Stock”
means the $0.001 par value common stock of the Company and such other securities of the Company as may be substituted for Stock
pursuant to Article 14.


 


(nn)         “Stock
Appreciation Right” or “SAR” means a right granted to a Participant under Article 8 to receive a payment equal
to the difference between the Fair Market Value of a Share as of the date of exercise of the SAR over the base price of the SAR,
all as determined pursuant to Article 8.


 


(oo)         “Subsidiary”
means any corporation, limited liability company, partnership or other entity of which a majority of the outstanding voting stock
or voting power is beneficially owned directly or indirectly by the Company. Notwithstanding the above, with respect to an Incentive
Stock Option, Subsidiary shall have the meaning set forth in Section 424(f) of the Code.


 


(pp)         “1933
Act” means the Securities Act of 1933, as amended from time to time.


 


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


 


ARTICLE 3


EFFECTIVE TERM OF PLAN


 


3.1.        EFFECTIVE
DATE. Subject to the approval of the Plan by the Company’s stockholders within 12 months after the Plan’s adoption
by the Board, the Plan will become effective on the date that it is adopted by the Board (the “Effective Date”).


 


3.2.        TERMINATION
OF PLAN. Unless earlier terminated as provided herein, the Plan shall continue in effect until the tenth anniversary of the
Effective Date or, if the stockholders approve an amendment to the Plan that increases the number of Shares subject to the Plan,
the tenth anniversary of the date of such approval. The termination of the Plan on such date shall not affect the validity of
any Award outstanding on the date of termination, which shall continue to be governed by the applicable terms and conditions of
the Plan.


 




     


     


    

 


ARTICLE 4


ADMINISTRATION


 


4.1.        COMMITTEE.
The Plan shall be administered by a Committee appointed by the Board (which Committee shall consist of at least two directors)
or, at the discretion of the Board from time to time, the Plan may be administered by the Board. It is intended that at least
two of the directors appointed to serve on the Committee shall be Independent Directors and that any members of the Committee
who do not so qualify shall abstain from participating in any decision to make or administer Awards that are made to Eligible
Participants who at the time of consideration for such Award are persons subject to the short-swing profit rules of Section 16
of the 1934 Act. However, the mere fact that a Committee member shall fail to qualify as an Independent Director or shall fail
to abstain from such action shall not invalidate any Award made by the Committee which Award is otherwise validly made under the
Plan. The members of the Committee shall be appointed by, and may be changed at any time and from time to time in the discretion
of, the Board. Unless and until changed by the Board, the Compensation Committee of the Board is designated as the Committee to
administer the Plan. The Board may reserve to itself any or all of the authority and responsibility of the Committee under the
Plan or may act as administrator of the Plan for any and all purposes. To the extent the Board has reserved any authority and
responsibility or during any time that the Board is acting as administrator of the Plan, it shall have all the powers and protections
of the Committee hereunder, and any reference herein to the Committee (other than in this Section 4.1) shall include the Board.
To the extent any action of the Board under the Plan conflicts with actions taken by the Committee, the actions of the Board shall
control.


 


4.2.        ACTION
AND INTERPRETATIONS BY THE COMMITTEE. For purposes of administering the Plan, the Committee may from time to time adopt rules,
regulations, guidelines and procedures for carrying out the provisions and purposes of the Plan and make such other determinations,
not inconsistent with the Plan, as the Committee may deem appropriate. The Committee may correct any defect, supply any omission
or reconcile any inconsistency in the Plan or in any Award in the manner and to the extent it deems necessary to carry out the
intent of the Plan. The Committee’s interpretation of the Plan, any Awards granted under the Plan, any Award Certificate
and all decisions and determinations by the Committee with respect to the Plan are final, binding, and conclusive on all parties
and shall be given the maximum deference permitted by applicable law. Each member of the Committee is entitled to, in good faith,
rely or act upon any report or other information furnished to that member by any officer or other employee of the Company or any
Affiliate, the Company’s or an Affiliate’s independent certified public accountants, Company counsel or any executive
compensation consultant or other professional retained by the Company to assist in the administration of the Plan. No member of
the Committee will be liable for any good faith determination, act or omission in connection with the Plan or any Award.


 


4.3.        AUTHORITY
OF COMMITTEE. Except as provided in Section 4.1 hereof, the Committee has the exclusive power, authority and discretion to:


 


(a)          grant
Awards;


 


(b)          designate
Participants;


 


(c)          determine
the type or types of Awards to be granted to each Participant;


 


(d)          determine
the number of Awards to be granted and the number of Shares or dollar amount to which an Award will relate;


 




     


     


    

 


(e)          determine
the terms and conditions of any Award granted under the Plan;


 


(f)          prescribe
the form of each Award Certificate, which need not be identical for each Participant;


 


(g)          decide
all other matters that must be determined in connection with an Award;


 


(h)          establish,
adopt or revise any rules, regulations, guidelines or procedures as it may deem necessary or advisable to administer the Plan;


 


(i)          make
all other decisions and determinations that may be required under the Plan or as the Committee deems necessary or advisable to
administer the Plan;


 


(j)          amend
the Plan or any Award Certificate as provided herein; and


 


(k)          adopt
such modifications, procedures, and subplans as may be necessary or desirable to comply with provisions of the laws of the United
States or any non-U.S. jurisdictions in which the Company or any Affiliate may operate, in order to assure the viability of the
benefits of Awards granted to participants located in the United States or such other jurisdictions and to further the objectives
of the Plan.


 


Notwithstanding any
of the foregoing, grants of Awards to Non-Employee Directors hereunder shall (i) be subject to the applicable award limits set
forth in Section 5.1 hereof, and (ii) be made only in accordance with the terms, conditions and parameters of a plan, program
or policy for the compensation of Non-Employee Directors as in effect from time to time that is approved and administered by the
Board. The Committee may not make other discretionary grants hereunder to Non-Employee Directors.


 


4.4.        DELEGATION.
The Committee may, by resolution, expressly delegate to a special committee, consisting of one or more directors who may but need
not be officers of the Company, the authority, within specified parameters as to the number and terms of Awards, to (i) designate
officers and/or employees of the Company or any of its Affiliates to be recipients of Awards under the Plan, and (ii) to determine
the number of such Awards to be received by any such Participants; provided, however, that such delegation of duties
and responsibilities to an officer of the Company may not be made with respect to the grant of Awards to eligible participants
who are subject to Section 16(a) of the 1934 Act at the Grant Date. The acts of such delegates shall be treated hereunder as acts
of the Committee and such delegates shall report regularly to the Committee regarding the delegated duties and responsibilities
and any Awards so granted.


 


4.5.        INDEMNIFICATION.
Each person who is or shall have been a member of the Committee, or of the Board, or an officer of the Company to whom authority
was delegated in accordance with this Article 4 shall be indemnified and held harmless by the Company against and from any
loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting
from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason
of any action taken or failure to act under the Plan and against and from any and all amounts paid by him or her in settlement
thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such action, suit, or
proceeding against him or her, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend
the same before he or she undertakes to handle and defend it on his or her own behalf, unless such loss, cost, liability, or expense
is a result of his or her own willful misconduct or except as expressly provided by statute. The foregoing right of indemnification
shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s
charter or bylaws, as amended from time to time, as a matter of law, or otherwise, or any power that the Company may have to indemnify
them or hold them harmless.


 




     


     


    

 


ARTICLE 5


SHARES SUBJECT TO THE PLAN


 


5.1.        NUMBER
OF SHARES. Subject to adjustment as provided in Sections 5.2 and Section 14.1, the aggregate number of Shares reserved and
available for issuance pursuant to Awards granted under the Plan shall be 2,000,000. The maximum number of Shares that may be
issued upon exercise of Incentive Stock Options granted under the Plan shall be 2,000,000. The maximum aggregate number of Shares
associated with any Award granted under the Plan in any calendar year to any one Non-Employee Director shall be 100,000 Shares.


 


5.2.        SHARE
COUNTING. Shares covered by an Award shall be subtracted from the Plan share reserve as of the Grant Date, but shall be added
back to the Plan share reserve in accordance with this Section 5.2.


 


(a)          To
the extent that an Award is canceled, terminates, expires, is forfeited or lapses for any reason, any unissued or forfeited Shares
originally subject to the Award will be added back to the Plan share reserve and again be available for issuance pursuant to Awards
granted under the Plan.


 


(b)          Shares
subject to Awards settled in cash will be added back to the Plan share reserve and again be available for issuance pursuant to
Awards granted under the Plan.


 


(c)          Shares
withheld or repurchased from an Award or delivered by a Participant to satisfy minimum tax withholding requirements will be added
back to the Plan share reserve and again be available for issuance pursuant to Awards granted under the Plan. 


 


(d)          If
the exercise price of an Option is satisfied in whole or in part by delivering Shares to the Company (by either actual delivery
or attestation), the number of Shares so tendered (by delivery or attestation) shall be added to the Plan share reserve and will
be available for issuance pursuant to Awards granted under the Plan.


 


(e)          To
the extent that the full number of Shares subject to an Option or SAR is not issued upon exercise of the Option or SAR for any
reason, including by reason of net-settlement of the Award, the unissued Shares originally subject to the Award will be added
back to the Plan share reserve and again be available for issuance pursuant to other Awards granted under the Plan.


 


(f)          To
the extent that the full number of Shares subject to an Award other than an Option or SAR is not issued for any reason, including
by reason of failure to achieve maximum performance goals, the unissued Shares originally subject to the Award will be added back
to the Plan share reserve and again be available for issuance pursuant to Awards granted under the Plan.


 


(g)          Substitute
Awards granted pursuant to Section 13.9 of the Plan shall not count against the Shares otherwise available for issuance under
the Plan under Section 5.1.


 




     


     


    

 


(h)          Subject
to applicable Exchange requirements, shares available under a stockholder-approved plan of a company acquired by the Company (as
appropriately adjusted to Shares to reflect the transaction) may be issued under the Plan pursuant to Awards granted to individuals
who were not employees of the Company or its Affiliates immediately before such transaction and will not count against the maximum
share limitation specified in Section 5.1.


 


5.3.        STOCK
DISTRIBUTED. Any Stock distributed pursuant to an Award may consist, in whole or in part, of authorized and unissued Stock,
treasury Stock or Stock purchased on the open market.


 


ARTICLE 6


ELIGIBILITY


 


6.1.        GENERAL.
Awards may be granted only to Eligible Participants. Incentive Stock Options may be granted only to Eligible Participants who
are employees of the Company or a Parent or Subsidiary as defined in Section 424(e) and (f) of the Code. Eligible Participants
who are service providers to an Affiliate may be granted Options or SARs under this Plan only if the Affiliate qualifies as an
“eligible issuer of service recipient stock” within the meaning of Treas. Reg. Section 1.409A-1(b)(5)(iii)(E) of the
final regulations under Code Section 409A.


 


ARTICLE 7


STOCK OPTIONS


 


7.1.        GENERAL.
The Committee is authorized to grant Options to Participants on the following terms and conditions:


 


(a)          EXERCISE
PRICE. The exercise price per Share under an Option shall be determined by the Committee, provided that the exercise price
for any Option (other than an Option issued as a substitute Award pursuant to Section 13.9) shall not be less than the Fair Market
Value as of the Grant Date.


 


(b)          PROHIBITION
ON REPRICING. Except as otherwise provided in Article 14, without the prior approval of stockholders of the Company: (i) the
exercise price of an Option may not be reduced, directly or indirectly, (ii) an Option may not be cancelled in exchange for cash,
other Awards, or Options or SARs with an exercise or base price that is less than the exercise price of the original Option, or
otherwise, and (iii) the Company may not repurchase an Option for value (in cash or otherwise) from a Participant if the current
Fair Market Value of the Shares underlying the Option is lower than the exercise price per share of the Option


 


(c)          TIME
AND CONDITIONS OF EXERCISE. The Committee shall determine the time or times at which an Option may be exercised in whole or
in part, subject to Section 7.1(e). The Committee shall also determine the performance or other conditions, if any, that must
be satisfied before all or part of an Option may be exercised or vested.


 


(d)          PAYMENT.
The Committee shall determine the methods by which the exercise price of an Option may be paid, the form of payment, and the methods
by which Shares shall be delivered or deemed to be delivered to Participants. As determined by the Committee at or after the Grant
Date, payment of the exercise price of an Option may be made, in whole or in part, in the form of (i) cash or cash equivalents,
(ii) delivery (by either actual delivery or attestation) of previously-acquired Shares based on the Fair Market Value of the Shares
on the date the Option is exercised, (iii) withholding of Shares from the Option based on the Fair Market Value of the Shares
on the date the Option is exercised, (iv) broker-assisted market sales, or (iv) any other “cashless exercise” arrangement.


 




     


     


    

 


(e)          EXERCISE
TERM. Except for Nonstatutory Options granted to Participants outside the United States, no Option granted under the Plan
shall be exercisable for more than ten years from the Grant Date.


 


(f)          NO
DEFERRAL FEATURE. No Option shall provide for any feature for the deferral of compensation other than the deferral of recognition
of income until the exercise or disposition of the Option.


 


(g)          NO
DIVIDEND EQUIVALENTS. No Option shall provide for Dividend Equivalents.


 


7.2.        INCENTIVE
STOCK OPTIONS. The terms of any Incentive Stock Options granted under the Plan must comply with the requirements of Section
422 of the Code. Without limiting the foregoing, any Incentive Stock Option granted to a Participant who at the Grant Date owns
more than 10% of the voting power of all classes of shares of the Company must have an exercise price per Share of not less than
110% of the Fair Market Value per Share on the Grant Date and an Option term of not more than five years. If all of the requirements
of Section 422 of the Code (including the above) are not met, the Option shall automatically become a Nonstatutory Stock Option.


 


ARTICLE 8


STOCK APPRECIATION RIGHTS


 


8.1.        GRANT
OF Stock Appreciation Rights. The Committee is authorized to grant Stock Appreciation
Rights to Participants on the following terms and conditions:


 


(a)          RIGHT
TO PAYMENT. Upon the exercise of a SAR, the Participant has the right to receive, for each Share with respect to which the
SAR is being exercised, the excess, if any, of (i) the Fair Market Value of one Share on the date of exercise; over (ii) the base
price of the SAR as determined by the Committee and set forth in the Award Certificate, which shall not be less than the Fair
Market Value of one Share on the Grant Date.


 


(b)          PROHIBITION
ON REPRICING. Except as otherwise provided in Article 14, without the prior approval of stockholders of the Company: (i) the
base price of a SAR may not be reduced, directly or indirectly, (ii) a SAR may not be cancelled in exchange for cash, other Awards,
or Options or SARs with an exercise or base price that is less than the base price of the original SAR, or otherwise, and (iii)
the Company may not repurchase a SAR for value (in cash or otherwise) from a Participant if the current Fair Market Value of the
Shares underlying the SAR is lower than the base price per share of the SAR.


 


(c)          TIME
AND CONDITIONS OF EXERCISE. The Committee shall determine the time or times at which a SAR may be exercised in whole or in
part. Except for SARs granted to Participants outside the United States, no SAR shall be exercisable for more than ten years from
the Grant Date.


 


(d)          NO
DEFERRAL FEATURE. No SAR shall provide for any feature for the deferral of compensation other than the deferral of recognition
of income until the exercise or disposition of the SAR.


 


(e)          NO
DIVIDEND EQUIVALENTS. No SAR shall provide for Dividend Equivalents.


 




     


     


    

 


(f)          OTHER
TERMS. All SARs shall be evidenced by an Award Certificate. Subject to the limitations of this Article 8, the terms, methods
of exercise, methods of settlement, form of consideration payable in settlement (e.g., cash, Shares or other property), and any
other terms and conditions of the SAR shall be determined by the Committee at the time of the grant and shall be reflected in
the Award Certificate.


 


ARTICLE 9


RESTRICTED STOCK, RESTRICTED STOCK UNITS



AND DEFERRED STOCK UNITS


 


9.1.        GRANT
OF RESTRICTED STOCK, RESTRICTED STOCK UNITS AND DEFERRED STOCK UNITS. The Committee is authorized to make Awards of Restricted
Stock, Restricted Stock Units or Deferred Stock Units to Participants in such amounts and subject to such terms and conditions
as may be selected by the Committee. An Award of Restricted Stock, Restricted Stock Units or Deferred Stock Units shall be evidenced
by an Award Certificate setting forth the terms, conditions, and restrictions applicable to the Award.


 


9.2.        ISSUANCE
AND RESTRICTIONS. Restricted Stock, Restricted Stock Units or Deferred Stock Units shall be subject to such restrictions on
transferability and other restrictions as the Committee may impose (including, for example, limitations on the right to vote Restricted
Stock or the right to receive dividends on the Restricted Stock). These restrictions may lapse separately or in combination at
such times, under such circumstances, in such installments, upon the satisfaction of performance goals or otherwise, as the Committee
determines at the time of the grant of the Award or thereafter. Except as otherwise provided in an Award Certificate or any special
Plan document governing an Award, a Participant shall have all of the rights of a stockholder with respect to Restricted Stock,
but none of the rights of a stockholder with respect to Restricted Stock Units or Deferred Stock Units until such time as Shares
of Stock are paid in settlement of such Awards. Unless otherwise provided in the applicable Award Certificate, Restricted Stock
will be entitled to full dividend rights, and any dividends paid thereon will be paid or distributed to the holder no later than
the end of the calendar year in which the dividends are paid to stockholders or, if later, the 15th day of the third month following
the date the dividends are paid to stockholders.


 


9.3.        FORFEITURE.
Subject to the terms of the Award Certificate and except as otherwise determined by the Committee at the time of the grant of
the Award or thereafter, upon termination of Continuous Service during the applicable restriction period or upon failure to satisfy
a performance goal during the applicable restriction period, Restricted Stock or Restricted Stock Units that are at that time
subject to restrictions shall be forfeited.


 


9.4.        DELIVERY
OF RESTRICTED STOCK. Shares of Restricted Stock shall be delivered to the Participant at the Grant Date either by book-entry
registration or by delivering to the Participant, or a custodian or escrow agent (including, without limitation, the Company or
one or more of its employees) designated by the Committee, a stock certificate or certificates registered in the name of the Participant.
If physical certificates representing shares of Restricted Stock are registered in the name of the Participant, such certificates
must bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock.


 




     


     


    

 


ARTICLE 10


PERFORMANCE AWARDS


 


10.1.      GRANT
OF PERFORMANCE AWARDS. The Committee is authorized to grant any Award under this Plan, including cash-based Awards, with performance-based
vesting criteria, on such terms and conditions as may be selected by the Committee. Any such Awards with performance-based vesting
criteria are referred to herein as Performance Awards. The Committee shall have the complete discretion to determine the number
of Performance Awards granted to each Participant and to designate the provisions of such Performance Awards as provided in Section
4.3. All Performance Awards shall be evidenced by an Award Certificate or a written program established by the Committee, pursuant
to which Performance Awards are awarded under the Plan under uniform terms, conditions and restrictions set forth in such written
program.


 


10.2.      PERFORMANCE
GOALS. The Committee may establish performance goals for Performance Awards which may be based on any criteria selected by
the Committee. Such performance goals may be described in terms of Company-wide objectives or in terms of objectives that relate
to the performance of the Participant, an Affiliate or a division, region, department or function within the Company or an Affiliate.
If the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company
or the manner in which the Company or an Affiliate conducts its business, or other events or circumstances render performance
goals to be unsuitable, the Committee may modify such performance goals in whole or in part, as the Committee deems appropriate.
If a Participant is promoted, demoted or transferred to a different business unit or function during a performance period, the
Committee may determine that the performance goals or performance period are no longer appropriate and may (i) adjust, change
or eliminate the performance goals or the applicable performance period as it deems appropriate to make such goals and period
comparable to the initial goals and period, or (ii) make a cash payment to the participant in an amount determined by the Committee.


 


ARTICLE 11


DIVIDEND EQUIVALENTS


 


11.1.      GRANT
OF DIVIDEND EQUIVALENTS. The Committee is authorized to grant Dividend Equivalents with respect to Full-Value Awards granted
hereunder, subject to such terms and conditions as may be selected by the Committee. Dividend Equivalents shall entitle the Participant
to receive payments equal to ordinary cash dividends or distributions with respect to all or a portion of the number of Shares
subject to a Full-Value Award, as determined by the Committee. The Committee may provide that Dividend Equivalents will be paid
or distributed when accrued or be deemed to have been reinvested in additional Shares or otherwise reinvested. Unless otherwise
provided by the Committee or in the Award Certificate, Dividend Equivalents will be paid or distributed to the Participant no
later than the end of the calendar year in which the dividends are paid to stockholders or, if later, the 15th day of the third
month following the date the dividends are paid to stockholders.


 


ARTICLE 12


STOCK OR OTHER STOCK-BASED AWARDS


 


12.1.      GRANT
OF STOCK OR OTHER STOCK-BASED AWARDS. The Committee is authorized, subject to limitations under applicable law, to grant to
Participants such other Awards that are payable in, valued in whole or in part by reference to, or otherwise based on or related
to Shares, as deemed by the Committee to be consistent with the purposes of the Plan, including without limitation Shares awarded
purely as a “bonus” and not subject to any restrictions or conditions, convertible or exchangeable debt securities,
other rights convertible or exchangeable into Shares, and Awards valued by reference to book value per Share or the value of securities
of or the performance of specified Parents or Subsidiaries. The Committee shall determine the terms and conditions of such Awards.


 




     


     


    

 


ARTICLE 13


PROVISIONS APPLICABLE TO AWARDS


 


13.1.       AWARD
CERTIFICATES. Each Award shall be evidenced by an Award Certificate. Each Award Certificate shall include such provisions,
not inconsistent with the Plan, as may be specified by the Committee.


 


13.2.       FORM
OF PAYMENT FOR AWARDS. At the discretion of the Committee, payment of Awards may be made in cash, Stock, a combination of
cash and Stock, or any other form of property as the Committee shall determine. In addition, payment of Awards may include such
terms, conditions, restrictions and/or limitations, if any, as the Committee deems appropriate, including, in the case of Awards
paid in the form of Stock, restrictions on transfer and forfeiture provisions. Further, payment of Awards may be made in the form
of a lump sum, or in installments, as determined by the Committee.


 


13.3.       LIMITS
ON TRANSFER. No right or interest of a Participant in any unexercised or restricted Award may be pledged, encumbered, or hypothecated
to or in favor of any party other than the Company or an Affiliate, or shall be subject to any lien, obligation, or liability
of such Participant to any other party other than the Company or an Affiliate. No unexercised or restricted Award shall be assignable
or transferable by a Participant other than by will or the laws of descent and distribution; provided, however,
that Nonstatutory Stock Options may be transferred without consideration to members of a Participant’s immediate family
(“Immediate Family Members”), to trusts in which such Immediate Family Members have more than fifty percent (50%)
of the beneficial interest, to foundations in which such Immediate Family Members (or the Participant) control the management
of assets, and to any other entity (including limited partnerships and limited liability companies) in which the Immediate Family
Members (or the Participant) own more than fifty percent (50%) of the voting interest; and, provided, further, that
the Committee may (but need not) permit other transfers (other than transfers for value) where the Committee concludes that such
transferability (i) does not result in accelerated taxation, (ii) does not cause any Option intended to be an Incentive Stock
Option to fail to be described in Code Section 422(b), and (iii) is otherwise appropriate and desirable, taking into account any
factors deemed relevant, including without limitation, state or federal tax or securities laws applicable to transferable Awards.


 


13.4.       BENEFICIARIES.
Notwithstanding Section 13.3, a Participant may, in the manner determined by the Committee, designate a beneficiary to exercise
the rights of the Participant and to receive any distribution with respect to any Award upon the Participant’s death. A
beneficiary, legal guardian, legal representative, or other person claiming any rights under the Plan is subject to all terms
and conditions of the Plan and any Award Certificate applicable to the Participant, except to the extent the Plan and Award Certificate
otherwise provide, and to any additional restrictions deemed necessary or appropriate by the Committee. If no beneficiary has
been designated or survives the Participant, any payment due to the Participant shall be made to the Participant’s estate.
Subject to the foregoing, a beneficiary designation may be changed or revoked by a Participant, in the manner provided by the
Company, at any time provided the change or revocation is filed with the Committee.


 


13.5.       STOCK
TRADING RESTRICTIONS. All Stock issuable under the Plan is subject to any stop-transfer orders and other restrictions as the
Committee deems necessary or advisable to comply with federal or state securities laws, rules and regulations and the rules of
any Exchange or automated quotation system on which the Stock is listed, quoted, or traded. The Committee may place legends on
any Stock certificate or issue instructions to the transfer agent to reference restrictions applicable to the Stock.


 




     


     


    

 


13.6.       EFFECT
OF A CHANGE IN CONTROL. Upon the occurrence of a Change in Control: (i) outstanding Options, SARs, and other Awards in the
nature of rights that may be exercised shall become fully exercisable, (ii) time-based vesting restrictions on outstanding Awards
shall lapse, and (iii) the target payout opportunities attainable under outstanding performance-based Awards shall be deemed to
have been fully earned as of the effective date of the Change in Control based upon an assumed achievement of all relevant performance
goals at the “target” level, and there shall be a prorata payout to Participants within sixty (60) days following
the Change in Control (unless a later date is required by Section 16.3 hereof), based upon the length of time within the performance
period that has elapsed prior to the Change in Control. Any Awards shall thereafter continue or lapse in accordance with the other
provisions of the Plan and the Award Certificate. To the extent that this provision causes Incentive Stock Options to exceed the
dollar limitation set forth in Code Section 422(d), the excess Options shall be deemed to be Nonstatutory Stock Options.


 


13.7.       ACCELERATION
FOR ANY OTHER REASON. Regardless of whether an event has occurred as described in Section 13.6 above, the Committee may in
its sole discretion at any time determine that all or a portion of a Participant’s Options, SARs, and other Awards in the
nature of rights that may be exercised shall become fully or partially exercisable, that all or a part of the time-based vesting
restrictions on all or a portion of the outstanding Awards shall lapse, and/or that any performance-based criteria with respect
to any Awards shall be deemed to be wholly or partially satisfied, in each case, as of such date as the Committee may, in its
sole discretion, declare. The Committee may discriminate among Participants and among Awards granted to a Participant in exercising
its discretion pursuant to this Section 13.7. Notwithstanding anything in the Plan, including this Section 13.7, the Committee
may not accelerate the payment of any Award if such acceleration would violate Section 409A(a)(3) of the Code.


 


13.8.       FORFEITURE
EVENTS. Awards under the Plan shall be subject to any compensation recoupment policy that the Company may adopt from time
to time that is applicable by its terms to the Participant. In addition, the Committee may specify in an Award Certificate that
the Participant’s rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture
or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance
conditions of an Award. Such events may include, but shall not be limited to, (i) termination of employment for cause, (ii) violation
of material Company or Affiliate policies, (iii) breach of noncompetition, confidentiality or other restrictive covenants that
may apply to the Participant, (iv) other conduct by the Participant that is detrimental to the business or reputation of the Company
or any Affiliate, or (v) a later determination that the vesting of, or amount realized from, a Performance Award was based on
materially inaccurate financial statements or any other materially inaccurate performance metric criteria, whether or not the
Participant caused or contributed to such material inaccuracy.


 


13.9.       SUBSTITUTE
AWARDS. The Committee may grant Awards under the Plan in substitution for stock and stock-based awards held by employees of
another entity who become employees of the Company or an Affiliate as a result of a merger or consolidation of the former employing
entity with the Company or an Affiliate or the acquisition by the Company or an Affiliate of property or stock of the former employing
corporation. The Committee may direct that the substitute awards be granted on such terms and conditions as the Committee considers
appropriate in the circumstances.


 




     


     


    

 


ARTICLE 14


CHANGES IN CAPITAL STRUCTURE


 


14.1.       MANDATORY
ADJUSTMENTS. In the event of a nonreciprocal transaction between the Company and its stockholders that causes the per-share
value of the Stock to change (including, without limitation, any stock dividend, stock split, spin-off, rights offering, or large
nonrecurring cash dividend), the Committee shall make such adjustments to the Plan and Awards as it deems necessary, in its sole
discretion, to prevent dilution or enlargement of rights immediately resulting from such transaction. Action by the Committee
may include: (i) adjustment of the number and kind of shares that may be delivered under the Plan; (ii) adjustment of the number
and kind of shares subject to outstanding Awards; (iii) adjustment of the exercise price of outstanding Awards or the measure
to be used to determine the amount of the benefit payable on an Award; and (iv) any other adjustments that the Committee determines
to be equitable. Notwithstanding the foregoing, the Committee shall not make any adjustments to outstanding Options or SARs that
would constitute a modification or substitution of the stock right under Treas. Reg. Section 1.409A-1(b)(5)(v) that would be treated
as the grant of a new stock right or change in the form of payment for purposes of Code Section 409A. Without limiting the foregoing,
in the event of a subdivision of the outstanding Stock (stock-split), a declaration of a dividend payable in Shares, or a combination
or consolidation of the outstanding Stock into a lesser number of Shares, the authorization limits under Section 5.1 shall automatically
be adjusted proportionately, and the Shares then subject to each Award shall automatically, without the necessity for any additional
action by the Committee, be adjusted proportionately without any change in the aggregate purchase price therefor.


 


14.2       DISCRETIONARY
ADJUSTMENTS. Upon the occurrence or in anticipation of any corporate event or transaction involving the Company (including,
without limitation, any merger, reorganization, recapitalization, combination or exchange of shares, or any transaction described
in Section 14.1), the Committee may, in its sole discretion, provide (i) that Awards will be settled in cash rather than Stock,
(ii) that Awards will become immediately vested and non-forfeitable and exercisable (in whole or in part) and will expire after
a designated period of time to the extent not then exercised, (iii) that Awards will be assumed by another party to a transaction
or otherwise be equitably converted or substituted in connection with such transaction, (iv) that outstanding Awards may be settled
by payment in cash or cash equivalents equal to the excess of the fair market value of the underlying Stock, as of a specified
date associated with the transaction (or the per-shares transaction price), over the exercise or base price of the Award, (v)
that performance targets and performance periods for Performance Awards will be modified, or (vi) any combination of the foregoing.
The Committee’s determination need not be uniform and may be different for different Participants whether or not such Participants
are similarly situated.


 


14.3       GENERAL.
Any discretionary adjustments made pursuant to this Article 14 shall be subject to the provisions of Section 15.2. To the extent
that any adjustments made pursuant to this Article 14 cause Incentive Stock Options to cease to qualify as Incentive Stock Options,
such Options shall be deemed to be Nonstatutory Stock Options.


 


ARTICLE 15


AMENDMENT, MODIFICATION AND TERMINATION


 


15.1.      AMENDMENT,
MODIFICATION AND TERMINATION. The Board or the Committee may, at any time and from time to time, amend, modify or terminate
the Plan without stockholder approval; provided, however, that if an amendment to the Plan would, in the reasonable
opinion of the Board or the Committee, constitute a material change requiring stockholder approval under applicable laws, policies
or regulations or the applicable listing or other requirements of an Exchange, then such amendment shall be subject to stockholder
approval; and provided, further, that the Board or Committee may condition any other amendment or modification on
the approval of stockholders of the Company for any reason, including by reason of such approval being necessary or deemed advisable
(i) to comply with the listing or other requirements of an Exchange, or (ii) to satisfy any other tax, securities or other applicable
laws, policies or regulations. Except for any mandatory adjustments to the Plan and Awards contemplated by Section 14.1, without
the prior approval of the stockholders of the Company, the Plan may not be amended to permit: (i) the exercise price or base price
of an Option or SAR to be reduced, directly or indirectly, (ii) an Option or SAR to be cancelled in exchange for cash, other Awards,
or Options or SARs with an exercise or base price that is less than the exercise price or base price of the original Option or
SAR, or otherwise, or (iii) the Company to repurchase an Option or SAR for value (in cash or otherwise) from a Participant if
the current Fair Market Value of the Shares underlying the Option or SAR is lower than the exercise price or base price per share
of the Option or SAR.


 




     


     


    

 


15.2.       AWARDS
PREVIOUSLY GRANTED. At any time and from time to time, the Committee may amend, modify or terminate any outstanding Award
without approval of the Participant; provided, however:


 


(a)          Subject
to the terms of the applicable Award Certificate, such amendment, modification or termination shall not, without the Participant’s
consent, reduce or diminish the value of such Award determined as if the Award had been exercised, vested, cashed in or otherwise
settled on the date of such amendment or termination (with the per-share value of an Option or SAR for this purpose being calculated
as the excess, if any, of the Fair Market Value as of the date of such amendment or termination over the exercise or base price
of such Award);


 


(b)          The
original term of an Option or SAR may not be extended without the prior approval of the stockholders of the Company;


 


(c)          Except
as otherwise provided in Article 14, without the prior approval of the stockholders of the Company: (i) the exercise price or
base price of an Option or SAR may not be reduced, directly or indirectly, (ii) an Option or SAR may not be cancelled in exchange
for cash, other Awards, or Options or SARs with an exercise or base price that is less than the exercise price or base price of
the original Option or SAR, or otherwise, and (iii) the Company may not repurchase an Option or SAR for value (in cash or otherwise)
from a Participant if the current Fair Market Value of the Shares underlying the Option or SAR is lower than the exercise price
or base price per share of the Option or SAR; and


 


(d)          No
termination, amendment, or modification of the Plan shall adversely affect any Award previously granted under the Plan, without
the written consent of the Participant affected thereby. An outstanding Award shall not be deemed to be “adversely affected”
by a Plan amendment if such amendment would not reduce or diminish the value of such Award determined as if the Award had been
exercised, vested, cashed in or otherwise settled on the date of such amendment (with the per-share value of an Option or SAR
for this purpose being calculated as the excess, if any, of the Fair Market Value as of the date of such amendment over the exercise
or base price of such Award).


 


15.3.       COMPLIANCE
AMENDMENTS. Notwithstanding anything in the Plan or in any Award Certificate to the contrary, the Board may amend the Plan
or an Award Certificate, to take effect retroactively or otherwise, as deemed necessary or advisable for the purpose of conforming
the Plan or Award Certificate to any present or future law relating to plans of this or similar nature (including, but not limited
to, Section 409A of the Code), and to the administrative regulations and rulings promulgated thereunder. By accepting an Award
under this Plan, a Participant agrees to any amendment made pursuant to this Section 15.3 to any Award granted under the Plan
without further consideration or action.


 


ARTICLE 16


GENERAL PROVISIONS


 


16.1.       RIGHTS
OF PARTICIPANTS.


 


(a)          No
Participant or any Eligible Participant shall have any claim to be granted any Award under the Plan. Neither the Company, its
Affiliates nor the Committee is obligated to treat Participants or Eligible Participants uniformly, and determinations made under
the Plan may be made by the Committee selectively among Eligible Participants who receive, or are eligible to receive, Awards
(whether or not such Eligible Participants are similarly situated).


 




     


     


    

 


(b)          Nothing
in the Plan, any Award Certificate or any other document or statement made with respect to the Plan, shall interfere with or limit
in any way the right of the Company or any Affiliate to terminate any Participant’s employment or status as an officer,
or any Participant’s service as a director, at any time, nor confer upon any Participant any right to continue as an employee,
officer, or director of the Company or any Affiliate, whether for the duration of a Participant’s Award or otherwise.


 


(c)          Neither
an Award nor any benefits arising under this Plan shall constitute an employment contract with the Company or any Affiliate and,
accordingly, subject to Article 15, this Plan and the benefits hereunder may be terminated at any time in the sole and exclusive
discretion of the Committee without giving rise to any liability on the part of the Company or any of its Affiliates.


 


(d)          No
Award gives a Participant any of the rights of a stockholder of the Company unless and until Shares are in fact issued to such
person in connection with such Award.


 


16.2.       WITHHOLDING.
The Company or any Affiliate shall have the authority and the right to deduct or withhold, or require a Participant to remit to
the Company or such Affiliate, an amount sufficient to satisfy federal, state, and local taxes (including the Participant’s
FICA obligation) required by law to be withheld with respect to any exercise, lapse of restriction or other taxable event arising
as a result of the Plan. The obligations of the Company under the Plan will be conditioned on such payment or arrangements and
the Company or such Affiliate will, to the extent permitted by law, have the right to deduct any such taxes from any payment of
any kind otherwise due to the Participant. Unless otherwise determined by the Committee at the time the Award is granted or thereafter,
any such withholding requirement may be satisfied, in whole or in part, by withholding from the Award Shares having a Fair Market
Value on the date of withholding equal to the minimum amount (and not any greater amount) required to be withheld for tax purposes,
all in accordance with such procedures as the Committee establishes. All such elections shall be subject to any restrictions or
limitations that the Committee, in its sole discretion, deems appropriate.


 


16.3.      SPECIAL
PROVISIONS RELATED TO SECTION 409A OF THE CODE.


 


(a)          It
is intended that the payments and benefits provided under the Plan and any Award shall either be exempt from the application of,
or comply with, the requirements of Section 409A of the Code. The Plan and all Award Certificates shall be construed in a manner
that effects such intent. Nevertheless, the tax treatment of the benefits provided under the Plan or any Award is not warranted
or guaranteed. Neither the Company, its Affiliates nor their respective directors, officers, employees or advisers (other than
in his or her capacity as a Participant) shall be held liable for any taxes, interest, penalties or other monetary amounts owed
by any Participant or other taxpayer as a result of the Plan or any Award. 


 




     


     


    

 


(b)          Notwithstanding
anything in the Plan or in any Award Certificate to the contrary, to the extent that any amount or benefit that would constitute
non-exempt “deferred compensation” for purposes of Section 409A of the Code (“Non-Exempt Deferred Compensation”)
would otherwise be payable or distributable, or a different form of payment (e.g., lump sum or installment) of such Non-Exempt
Deferred Compensation would be effected, under the Plan or any Award Certificate by reason of the occurrence of a Change in Control,
or the Participant’s Disability or separation from service, such Non-Exempt Deferred Compensation will not be payable or
distributable to the Participant, and/or such different form of payment will not be effected, by reason of such circumstance unless
the circumstances giving rise to such Change in Control, Disability or separation from service meet any description or definition
of “change in control event”, “disability” or “separation from service”, as the case may be,
in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available
under such definition). This provision does not affect the dollar amount or prohibit the vesting of any Award upon a Change
in Control, Disability or separation from service, however defined. If this provision prevents the payment or distribution of
any amount or benefit, or the application of a different form of payment of any amount or benefit, such payment or distribution
shall be made at the time and in the form that would have applied absent the non-409A-conforming event.


 


(c)          If
any one or more Awards granted under the Plan to a Participant could qualify for any separation pay exemption described in Treas.
Reg. Section 1.409A-1(b)(9), but such Awards in the aggregate exceed the dollar limit permitted for the separation pay exemptions,
the Company shall determine which Awards or portions thereof will be subject to such exemptions.


 


(d)          Notwithstanding
anything in the Plan or in any Award Certificate to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred
Compensation would otherwise be payable or distributable under this Plan or any Award Certificate by reason of a Participant’s
separation from service during a period in which the Participant is a Specified Employee, then, subject to any permissible acceleration
of payment by the Committee under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of
interest), or (j)(4)(vi) (payment of employment taxes): (i) the amount of such Non-Exempt Deferred Compensation that would otherwise
be payable during the six-month period immediately following the Participant’s separation from service will be accumulated
through and paid or provided on the first day of the seventh month following the Participant’s separation from service (or,
if the Participant dies during such period, within 30 days after the Participant’s death) (in either case, the “Required
Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume
at the end of the Required Delay Period.


 


(e)          If,
pursuant to an Award, a Participant is entitled to a series of installment payments, such Participant’s right to the series
of installment payments shall be treated as a right to a series of separate payments and not to a single payment. For purposes
of the preceding sentence, the term “series of installment payments” has the meaning provided in Treas. Reg. Section
1.409A-2(b)(2)(iii) (or any successor thereto).


 


(f)          Whenever
an Award conditions a payment or benefit on the Participant’s execution and non-revocation of a release of claims, such
release must be executed and all revocation periods shall have expired within 60 days after the date of termination of the Participant’s
employment; failing which such payment or benefit shall be forfeited. If such payment or benefit is exempt from Section 409A of
the Code, the Company may elect to make or commence payment at any time during such 60-day period. If such payment or benefit
constitutes Non-Exempt Deferred Compensation, then, subject to subsection (d) above, (i) if such 60-day period begins and ends
in a single calendar year, the Company may make or commence payment at any time during such period at its discretion, and (ii)
if such 60-day period begins in one calendar year and ends in the next calendar year, the payment shall be made or commence during
the second such calendar year (or any later date specified for such payment under the applicable Award), even if such signing
and non-revocation of the release occur during the first such calendar year included within such 60-day period. In other words,
a Participant is not permitted to influence the calendar year of payment based on the timing of signing the release.


 




     


     


    

 


(g)          The
Company shall have the sole authority to make any accelerated distribution permissible under Treas. Reg. Section 1.409A-3(j)(4)
to Participants of deferred amounts, provided that such distribution(s) meets the requirements of Treas. Reg. Section 1.409A-3(j)(4).


 


16.4.      UNFUNDED
STATUS OF AWARDS. The Plan is intended to be an “unfunded” plan for incentive and deferred compensation. With
respect to any payments not yet made to a Participant pursuant to an Award, nothing contained in the Plan or any Award Certificate
shall give the Participant any rights that are greater than those of a general creditor of the Company or any Affiliate. In its
sole discretion, the Committee may authorize the creation of grantor trusts or other arrangements to meet the obligations created
under the Plan to deliver Shares or payments in lieu of Shares or with respect to Awards. This Plan is not intended to be subject
to ERISA.


 


16.5.      RELATIONSHIP
TO OTHER BENEFITS. No payment under the Plan shall be taken into account in determining any benefits under any pension, retirement,
savings, profit sharing, group insurance, welfare or benefit plan of the Company or any Affiliate unless provided otherwise in
such other plan. Nothing contained in the Plan will prevent the Company from adopting other or additional compensation arrangements,
subject to stockholder approval if such approval is required; and such arrangements may be either generally applicable or applicable
only in specific cases.


 


16.6.      EXPENSES.
The expenses of administering the Plan shall be borne by the Company and its Affiliates.


 


16.7.      TITLES
AND HEADINGS. The titles and headings of the Sections in the Plan are for convenience of reference only, and in the event
of any conflict, the text of the Plan, rather than such titles or headings, shall control.


 


16.8.      GENDER
AND NUMBER. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine;
the plural shall include the singular and the singular shall include the plural.


 


16.9.      FRACTIONAL
SHARES. No fractional Shares shall be issued and the Committee shall determine, in its discretion, whether cash shall be given
in lieu of fractional Shares or whether such fractional Shares shall be eliminated by rounding up or down.


 


16.10.    GOVERNMENT
AND OTHER REGULATIONS.


 


(a)          Notwithstanding
any other provision of the Plan, no Participant who acquires Shares pursuant to the Plan may, during any period of time that such
Participant is an affiliate of the Company (within the meaning of the rules and regulations of the Securities and Exchange Commission
under the 1933 Act), sell such Shares, unless such offer and sale is made (i) pursuant to an effective registration statement
under the 1933 Act, which is current and includes the Shares to be sold, or (ii) pursuant to an appropriate exemption from the
registration requirement of the 1933 Act, such as that set forth in Rule 144 promulgated under the 1933 Act.


 




     


     


    

 


(b)          Notwithstanding
any other provision of the Plan, if at any time the Committee shall determine that the registration, listing or qualification
of the Shares covered by an Award upon any Exchange or under any foreign, federal, state or local law or practice, or the consent
or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the granting
of such Award or the purchase or receipt of Shares thereunder, no Shares may be purchased, delivered or received pursuant to such
Award unless and until such registration, listing, qualification, consent or approval shall have been effected or obtained free
of any condition not acceptable to the Committee. Any Participant receiving or purchasing Shares pursuant to an Award shall make
such representations and agreements and furnish such information as the Committee may request to assure compliance with the foregoing
or any other applicable legal requirements. The Company shall not be required to issue or deliver any certificate or certificates
for Shares under the Plan prior to the Committee’s determination that all related requirements have been fulfilled. The
Company shall in no event be obligated to register any securities pursuant to the 1933 Act or applicable state or foreign law
or to take any other action in order to cause the issuance and delivery of such certificates to comply with any such law, regulation
or requirement.


 


16.11.    GOVERNING
LAW. To the extent not governed by federal law, the Plan and all Award Certificates shall be construed in accordance with
and governed by the laws of the State of Delaware.


 


16.12.    SEVERABILITY.
In the event that any provision of this Plan is found to be invalid or otherwise unenforceable under any applicable law, such
invalidity or unenforceability will not be construed as rendering any other provisions contained herein as invalid or unenforceable,
and all such other provisions will be given full force and effect to the same extent as though the invalid or unenforceable provision
was not contained herein.


 


16.13.    NO
LIMITATIONS ON RIGHTS OF COMPANY. The grant of any Award shall not in any way affect the right or power of the Company to
make adjustments, reclassification or changes in its capital or business structure or to merge, consolidate, dissolve, liquidate,
sell or transfer all or any part of its business or assets. The Plan shall not restrict the authority of the Company, for proper
corporate purposes, to draft or assume awards, other than under the Plan, to or with respect to any person. If the Committee so
directs, the Company may issue or transfer Shares to an Affiliate, for such lawful consideration as the Committee may specify,
upon the condition or understanding that the Affiliate will transfer such Shares to a Participant in accordance with the terms
of an Award granted to such Participant and specified by the Committee pursuant to the provisions of the Plan.


 


The foregoing is hereby
acknowledged as being the Mustang Bio, Inc. 2016 Incentive Plan as adopted by the Board and the Stockholders to be effective as
of May 17, 2016.


 


	 	MUSTANG BIO, INC.
	 	 
	 	By: 	/s/  Michael S. Weiss
	 	 
	 	Its: 	Executive Chair and Interim CEO