Exhibit 10.4


 


 


 


 


 


 


 


 


 


American
Virtual Cloud Technologies, Inc.


2020
EQUITY INCENTIVE PLAN


 


 


 


 


 


 


 


 


 


 


 


 


 




     


     


    

 


American
Virtual Cloud Technologies, INC.


2020
EQUITY INCENTIVE PLAN


 





	1.	Purpose	1
	 	 	 
	2.	Definitions	1
	 	 	 
	3.	Administration	7
	 	 	 
	4.	Shares Subject to Plan	8
	 	 	 
	5.	Eligibility	9
	 	 	 
	6.	Specific Terms of Awards	9
	 	 	 
	7.	Certain Provisions Applicable to Awards	15
	 	 	 
	8.	Reserved	18
	 	 	 
	9.	Change in Control	18
	 	 	 
	10.	General Provisions	20







 




     


     


    

 


American
Virtual Cloud Technologies, INC.


2020
EQUITY INCENTIVE PLAN


 


1. Purpose.
The purpose of this AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC. 2020 EQUITY INCENTIVE PLAN (the “Plan”)
is to assist AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC. (the “Company”),
and its Related Entities (as hereinafter defined) in attracting, motivating, retaining and rewarding high-quality executives and
other employees, officers, directors, consultants and other persons who provide services to the Company or its Related Entities
by enabling such persons to acquire or increase a proprietary interest in the Company in order to strengthen the mutuality of
interests between such persons and the Company’s shareholders, and providing such persons with performance incentives to
expend their maximum efforts in the creation of shareholder value. 


 


2. Definitions.
For purposes of the Plan, the following terms shall be defined as set forth below, in addition to such terms defined in Section
1 hereof and elsewhere herein.


 


(a) “Award”
means any Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit Award, Share granted as a bonus or in
lieu of another Award, Dividend Equivalent, Other Stock-Based Award or Performance Award, together with any other right or interest
relating to Shares or other property (including cash), granted to a Participant under the Plan.


 


(b) “Award
Agreement” shall mean any written agreement, contract or other instrument or document evidencing any Award granted
by the Committee hereunder.


 


(c) “Beneficiary”
shall mean the person, persons, trust or trusts that have been designated by a Participant in his or her most recent written beneficiary
designation filed with the Committee to receive the benefits specified under the Plan upon such Participant’s death or to
which Awards or other rights are transferred if and to the extent permitted under Section 10(b) hereof. If, upon a Participant’s
death, there is no designated Beneficiary or surviving designated Beneficiary, then the term Beneficiary means the Participant’s
estate.


 


(d) “Beneficial
Owner” and “Beneficial Ownership” shall have the meaning ascribed to such term in Rule
13d-3 under the Exchange Act and any successor to such Rule.


 


(e) “Board”
shall mean the Board of Directors of the Company.


 


(f) “Cause”
shall have the equivalent meaning or the same meaning as “cause” or “for cause” set forth in any employment,
consulting, or other agreement for the performance of services between the Participant and the Company or a Related Entity or,
in the absence of any such agreement or any such definition in such agreement, such term shall mean (i) the failure by the Participant
to perform, in a reasonable manner, his or her duties as assigned by the Company or a Related Entity, (ii) any violation or breach
by the Participant of his or her employment, consulting or other similar agreement with the Company or a Related Entity, if any,
(iii) any violation or breach by the Participant of any non-competition, non-solicitation, non-disclosure and/or other similar
agreement with the Company or a Related Entity, (iv) any act by the Participant of dishonesty or bad faith with respect to the
Company or a Related Entity, (v) use of alcohol, drugs or other similar substances in a manner that adversely affects the Participant’s
work performance, or (vi) the commission by the Participant of any act, misdemeanor, or crime reflecting unfavorably upon the Participant
or the Company or any Related Entity. The good faith determination by the Committee of whether the Participant’s Continuous
Service was terminated by the Company for “Cause” shall be final and binding for all purposes hereunder.


 






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(g) “Change
in Control” shall mean a Change in Control as defined in Section 9(b) of the Plan.


 


(h) “Code”
shall mean the Internal Revenue Code of 1986, as amended from time to time, including regulations thereunder and successor provisions
and regulations thereto.


 


(i) “Committee”
shall mean a committee designated by the Board to administer the Plan; provided, however, that if the Board fails to designate
a committee or if there are no longer any members on the committee so designated by the Board, or for any other reason determined
by the Board, then the Board shall serve as the Committee. While it is intended that the Committee shall consist of at least two
directors, each of whom shall be (i) a “non-employee director” within the meaning of Rule 16b-3 (or any successor
rule) under the Exchange Act, unless administration of the Plan by “non-employee directors” is not then required in
order for exemptions under Rule 16b-3 to apply to transactions under the Plan and (ii) “Independent”, the failure of
the Committee to be so comprised shall not invalidate any Award that otherwise satisfies the terms of the Plan.


 


(j) “Consultant”
shall mean any consultant or advisor who provides services to the Company or any Related Entity, so long as (i) such person renders
bona fide services that are not in connection with the offer and sale of the Company’s securities in a capital-raising transaction,
(ii) such person does not directly or indirectly promote or maintain a market for the Company’s securities, and (iii) the
identity of such person would not preclude the Company from offering or selling securities to such person pursuant to the Plan
in reliance on either the exemption from registration provided by Rule 701 under the Securities Act of 1933 or, if the Company
is required to file reports pursuant to Section 13 or 15(d) of the Exchange Act, registration on a Form S-8 Registration Statement
under the Securities Act of 1933.


 


(k) “Continuous
Service” shall “mean the uninterrupted provision of services to the Company or any Related Entity in any capacity
of Employee, Director, Consultant or other service provider. Continuous Service shall not be considered to be interrupted in the
case of (i) any approved leave of absence (including, without limitation, sick leave, military leave, or any other authorized personal
leave), (ii) transfers among the Company, any Related Entities, or any successor entities, in any capacity of Employee, Director,
Consultant or other service provider, or (iii) any change in status as long as the individual remains in the service of the Company
or a Related Entity in any capacity of Employee, Director, Consultant or other service provider (except as otherwise provided in
the Award Agreement).


 


(l) “Director”
shall mean a member of the Board or the board of directors of any Related Entity.


 






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(m) “Disability”
shall mean, unless otherwise defined in an Award Agreement, for purposes of the exercise of an Incentive Stock Option, a permanent
and total disability, within the meaning of Code Section 22(e)(3), and for all other purposes, the Participant's inability to perform
the duties of his or her position with the Company or any Related Entity by reason of any medically determinable physical or mental
impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12)
months.


 


(n) “Dividend
Equivalent” shall mean a right, granted to a Participant under Section 6(g) hereof, to receive cash, Shares, other
Awards or other property equal in value to dividends paid with respect to a specified number of Shares, or other periodic payments.


 


(o) “Effective
Date” shall mean the effective date of the Plan, which shall be February 27, 2020.


 


(p) “Eligible
Person” shall mean each Director, Employee, Consultant and other person who provides services to the Company or any
Related Entity. The foregoing notwithstanding, only Employees of the Company, or any parent corporation or subsidiary corporation
of the Company (as those terms are defined in Sections 424(e) and (f) of the Code, respectively), shall be Eligible Persons for
purposes of receiving any Incentive Stock Options. An Employee on leave of absence may, in the discretion of the Committee, be
considered as still in the employ of the Company or a Related Entity for purposes of eligibility for participation in the Plan.


 


(q) “Employee”
shall mean any person, including an officer or Director, who is an employee of the Company or any Related Entity, or is a prospective
employee of the Company or any Related Entity (conditioned upon and effective not earlier than, such person becoming an employee
of the Company or any Related Entity). The payment of a director’s fee by the Company or a Related Entity shall not be sufficient
to constitute “employment” by the Company.


 


(r) “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended from time to time, including rules thereunder and
successor provisions and rules thereto.


 


(s) “Fair
Market Value” shall mean the fair market value of Shares, Awards or other property on the date as of which the value
is being determined, as determined by the Committee, or under procedures established by the Committee, subject to the following:


 


(i) If, on such
date, the Shares are listed on an international, national or regional securities exchange or market system, the Fair Market Value
of a Share shall be the closing price of a Share (or the mean of the closing bid and asked prices of a Share if the Share is so
quoted instead) as quoted on the applicable Listing Market (as defined below), as reported in The Wall Street Journal or such other
source as the Company deems reliable. If the relevant date does not fall on a day on which the Share has traded on such Listing
Market, the date on which the Fair Market Value shall be established shall be the last day on which the Share was so traded prior
to the relevant date, or such other appropriate day as shall be determined by the Board, in its discretion.


 






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(ii) If, on such
date, the Share are not listed on an international, national or regional securities exchange or market system, the Fair Market
Value of a Share shall be as determined by the Board in good faith without regard to any restriction other than a restriction which,
by its terms, will never lapse.


 


(t) “Good
Reason” shall, with respect to any Participant, have the equivalent meaning or the same meaning as “good reason”
or “for good reason” set forth in any employment, consulting or other agreement for the performance of services between
the Participant and the Company or a Related Entity or, in the absence of any such agreement or any such definition in such agreement,
such term shall mean (i) the assignment to the Participant of any duties inconsistent in any material respect with the Participant’s
duties or responsibilities as assigned by the Company or a Related Entity, or any other action by the Company or a Related Entity
which results in a material diminution in such duties or responsibilities, excluding for this purpose an action which is remedied
by the Company or a Related Entity promptly after receipt of notice thereof given by the Participant; (ii) any material failure
by the Company or a Related Entity to comply with its obligations to the Participant as agreed upon, other than a failure which
is remedied by the Company or a Related Entity promptly after receipt of notice thereof given by the Participant; (iii) the Company’s
or Related Entity’s requiring the Participant to be based at any office or location outside of fifty (50) miles from the
location of employment or service as of the date of Award, except for travel reasonably required in the performance of the Participant’s
responsibilities; or (iv) a material breach by the Company or any Related Entity of any employment, consulting or other agreement
under which the Participant provides services to the Company or any Related Entity. For purposes of this Plan, upon termination
of a Participant’s Continuous Service, Good Reason shall not be deemed to exist unless the Participant’s termination
of Continuous Service for Good Reason occurs within sixty (60) days following the initial existence of one of the conditions specified
in clauses (i) through (iv) above, the Participant provides the Company or the Related Entity for which the Participant provides
services with written notice of the existence of such condition with thirty (30) days after the initial existence of the condition,
and the Company fails to remedy the condition within thirty (30) days after its receipt of notice.


 


(u) “Incentive
Stock Option” shall mean any Option intended to be designated as an incentive stock option within the meaning of
Section 422 of the Code or any successor provision thereto.


 


(v) “Independent”,
when referring to either the Board or members of the Committee, shall have the same meaning as used in the rules of the Listing
Market.


 


(w) “Incumbent
Board” shall mean the Incumbent Board as defined in Section 9(b)(ii) hereof.


 






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(x) “Listing
Market” shall mean the international or national securities exchange on which any securities of the Company are listed
for trading, and if not listed for trading, by the rules of the Nasdaq Stock Market.


 


(y) “Option”
shall mean a right granted to a Participant under Section 6(b) hereof, to purchase Shares or other Awards at a specified price
during specified time periods.


 


(z) “Optionee”
shall mean a person to whom an Option is granted under this Plan or any person who succeeds to the rights of such person under
this Plan.


 


(aa) “Other
Stock-Based Awards” shall mean Awards granted to a Participant under Section 6(i) hereof.


 


(bb) “Parent”
shall mean any corporation (other than the Company), whether now or hereafter existing, in an unbroken chain of corporations ending
with the Company, if each of the corporations in the chain (other than the Company) owns stock possessing 50% or more of the combined
voting power of all classes of stock in one of the other corporations in the chain.


 


(cc) “Participant”
shall mean a person who has been granted an Award under the Plan which remains outstanding, including a person who is no longer
an Eligible Person.


 


(dd) “Performance
Award” shall mean any Award granted pursuant to Section 6(h) hereof.


 


(ee) “Performance
Period” shall mean that period established by the Committee at the time any Performance Award is granted or at any
time thereafter during which any performance goals specified by the Committee with respect to such Award are to be measured.


 


(ff) “Person”
shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof,
and shall include a “group” as defined in Section 13(d) thereof.


 


(gg) “Related
Entity” shall mean any Parent or Subsidiary, and any business, corporation, partnership, limited liability company
or other entity designated by the Committee in which the Company, a Parent or a Subsidiary holds a substantial ownership interest,
directly or indirectly and with respect to which the Company may offer or sell securities pursuant to the Plan in reliance upon
either Rule 701 under the Securities Act of 1933 or, if the Company is required to file reports pursuant to Section 13 or 15(d)
of the Exchange Act, registration on a Form S-8 Registration Statement under the Securities Act of 1933.


 


(hh) “Restricted
Stock” shall mean any Share issued with such risks of forfeiture and other restrictions as the Committee, in its
sole discretion, may impose (including any restriction on the right to vote such Share and the right to receive any dividends),
which restrictions may lapse separately or in combination at such time or times, in installments or otherwise, as the Committee
may deem appropriate.


 






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(ii) “Restricted
Stock Award” shall mean an Award granted to a Participant under Section 6(d) hereof.


 


(jj) “Restricted
Stock Unit” shall mean a right to receive Shares, including Restricted Stock, cash measured based upon the value
of Shares, or a combination thereof, at the end of a specified deferral period.


 


(kk) “Restricted
Stock Unit Award” shall mean an Award of Restricted Stock Units granted to a Participant under Section 6(e) hereof.


 


(ll) “Restriction
Period” shall mean the period of time specified by the Committee that Restricted Stock Awards shall be subject to
such restrictions on transferability, risk of forfeiture and other restrictions, if any, as the Committee may impose.


 


(mm) “Rule
16b-3” shall mean Rule 16b-3, as from time to time in effect and applicable to the Plan and Participants, promulgated
by the Securities and Exchange Commission under Section 16 of the Exchange Act.


 


(nn) “Shares”
shall mean the shares of common stock of the Company, in each case, and such other securities as may be substituted (or resubstituted)
for Shares pursuant to Section 10(c) hereof.


 


(oo) “Stock
Appreciation Right” shall mean a right granted to a Participant under Section 6(c) hereof.


 


(pp) “Subsidiary”
shall mean any corporation or other entity in which the Company has a direct or indirect ownership interest of 50% or more of the
total combined voting power of the then outstanding securities or interests of such corporation or other entity entitled to vote
generally in the election of directors or in which the Company has the right to receive 50% or more of the distribution of profits
or 50% or more of the assets on liquidation or dissolution.


 


(qq) “Substitute
Awards” shall mean Awards granted or Shares issued by the Company in assumption of, or in substitution or exchange
for, Awards previously granted, or the right or obligation to make future Awards, by a company (i) acquired by the Company or any
Related Entity, (ii) which becomes a Related Entity after the date hereof, or (iii) with which the Company or any Related Entity
combines.


 






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3. Administration.


 


(a) Authority
of the Committee. The Plan shall be administered by the Committee except
to the extent (and subject to the limitations imposed by Section 3(b) hereof) the Board elects to administer the Plan, in which
case the Plan shall be administered by only those members of the Board who are Independent members of the Board, in which case
references herein to the “Committee” shall be deemed to include references to the Independent members of the Board.
The Committee shall have full and final authority, subject to and consistent with the provisions of the Plan, to select Eligible
Persons to become Participants, grant Awards, determine the type, number and other terms and conditions of, and all other matters
relating to, Awards, prescribe Award Agreements (which need not be identical for each Participant) and rules and regulations for
the administration of the Plan, construe and interpret the Plan and Award Agreements and correct defects, supply omissions or
reconcile inconsistencies therein, and to make all other decisions and determinations as the Committee may deem necessary or advisable
for the administration of the Plan. In exercising any discretion granted to the Committee under the Plan or pursuant to any Award,
the Committee shall not be required to follow past practices, act in a manner consistent with past practices, or treat any Eligible
Person or Participant in a manner consistent with the treatment of any other Eligible Persons or Participants. Decisions of the
Committee shall be final, conclusive and binding on all persons or entities, including the Company, any Related Entity or any
Participant or Beneficiary, or any transferee under Section 10(b) hereof or any other person claiming rights from or through any
of the foregoing persons or entities.


 


(b) Manner
of Exercise of Committee Authority. The Committee, and not the Board, shall
exercise sole and exclusive discretion (i) on any matter relating to a Participant then subject to Section 16 of the Exchange
Act with respect to the Company to the extent necessary in order that transactions by such Participant shall be exempt under Rule
16b-3 under the Exchange Act, and (ii) with respect to any Award to an Independent Director. The express grant of any specific
power to the Committee, and the taking of any action by the Committee, shall not be construed as limiting any power or authority
of the Committee. The Committee may delegate to members of the Board, or officers or managers of the Company or any Related Entity,
or committees thereof, the authority, subject to such terms and limitations as the Committee shall determine, to perform such
functions, including administrative functions as the Committee may determine to the extent that such delegation will not result
in the loss of an exemption under Rule 16b-3(d)(1) for Awards granted to Participants subject to Section 16 of the Exchange Act
in respect of the Company. The Committee may appoint agents to assist it in administering the Plan, including, without limitation,
appointing one or more members of the Company’s management, with the power or authority otherwise granted to the Committee
under this Plan with respect to a number of Shares reserved and available for delivery under the Plan, subject to the terms and
limitations of such power or authority as determined by the Committee in its sole and absolute discretion. In no event, however,
may an agent appointed by the Committee to assist it in administering the Plan be permitted to grant Awards to, or exercise any
discretion with respect to any and all other matters relating to Awards previously granted to, such agent appointed by the Committee
to assist it in administering the Plan.


 


(c) Limitation
of Liability. The Committee and the Board, and each member thereof, shall
be entitled to, in good faith, rely or act upon any report or other information furnished to him or her by any officer or Employee,
the Company’s independent auditors, Consultants or any other agents assisting in the administration of the Plan. Members
of the Committee and the Board, and any officer or Employee acting at the direction or on behalf of the Committee or the Board,
shall not be personally liable for any action or determination taken or made in good faith with respect to the Plan, and shall,
to the extent permitted by law, be fully indemnified and protected by the Company with respect to any such action or determination.


 






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4. Shares
Subject to Plan.


 


(a) Limitation
on Overall Number of Shares Available for Delivery Under Plan. Subject to
adjustment as provided in Section 10(c) hereof, the total number of Shares reserved and available for delivery under the Plan
shall be equal to 5,794,500. Any Shares delivered under the Plan may consist, in whole or in part, of authorized and unissued
shares or treasury shares.


 


(b) Application
of Limitation to Grants of Awards. No Award may be granted if the number
of Shares to be delivered in connection with such an Award exceeds the number of Shares remaining available for delivery under
the Plan, minus the number of Shares that would be counted against the limit upon settlement of then outstanding Awards. The Committee
may adopt reasonable counting procedures to ensure appropriate counting, avoid double counting (as, for example, in the case of
tandem or substitute awards) and make adjustments if the number of Shares actually delivered differs from the number of Shares
previously counted in connection with an Award.


 


(c) Availability
of Shares Not Delivered under Awards and Adjustments to Limits.


 


(i) If any Shares
subject to an Award are forfeited, expire or otherwise terminate without issuance of such Shares, or any Award is settled for cash
or otherwise does not result in the issuance of all or a portion of the Shares subject to such Award, the Shares to which those
Awards were subject, shall, to the extent of such forfeiture, expiration, termination, non-issuance or cash settlement, again be
available for delivery with respect to Awards under the Plan.


 


(ii) The full
number of Shares subject to an Option granted under this Plan shall count against the number of Shares remaining available for
issuance pursuant to Awards granted under the Plan, even if the exercise price of the Option is satisfied through net-settlement
or by delivering Shares to the Company (by either actual delivery or attestation). Upon exercise of Stock Appreciation Rights granted
under the Plan that are settled in Shares, the full number of Stock Appreciation Rights (rather than the net number of Shares actually
delivered upon exercise) shall count against the maximum number of Shares remaining available for issuance pursuant to Awards granted
under the Plan.


 


(iii) Shares withheld
from an Award granted under this Plan to satisfy tax withholding requirements shall count against the maximum number of Shares
remaining available for issuance pursuant to Awards granted under the Plan, and Shares delivered by a participant to satisfy tax
withholding requirements shall not be added back to the Plan Share pool.


 


(iv) Substitute
Awards shall not reduce the Shares authorized for delivery under the Plan or authorized for delivery to a Participant in any period.
Additionally, in the event that an entity acquired by the Company or any Related Entity or with which the Company or any Related
Entity combines has shares available under a pre-existing plan approved by its shareholders and not adopted in contemplation of
such acquisition or combination, the shares available for delivery pursuant to the terms of such pre-existing plan (as adjusted,
to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition
or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition
or combination) may be used for Awards under the Plan and shall not reduce the Shares authorized for delivery under the Plan if
and to the extent that the use of such Shares would not require approval of the Company’s shareholders under the rules of
the Listing Market. Awards using such available shares shall not be made after the date awards or grants could have been made under
the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not Employees
or Directors prior to such acquisition or combination.


 






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(v) Any Share
that again becomes available for delivery pursuant to this Section 4(c) shall be added back as one (1) Share.


 


(vi) Notwithstanding
anything in this Section 4(c) to the contrary but subject to adjustment as provided in Section 10(c) hereof, the maximum aggregate
number of Shares that may be delivered under the Plan as a result of the exercise of the Incentive Stock Options shall be 5,794,500
Shares. In no event shall any Incentive Stock Options be granted under the Plan after the tenth anniversary of the date on which
the Board adopts the Plan.


 


(vii) Notwithstanding
anything in this Section 4 to the contrary, but subject to adjustment as provided in Section 10(c) hereof, in any fiscal year of
the Company during any part of which the Plan is in effect, no Participant who is a Director but is not also an Employee or Consultant
may be granted any Awards that have a “fair value” as of the date of grant, as determined in accordance with FASB ASC
Topic 718 (or any other applicable accounting guidance), that exceeds $1,000,000 in the aggregate.


 


5. Eligibility.
Awards may be granted under the Plan only to Eligible Persons.


 


6. Specific
Terms of Awards.


 


(a) General.
Awards may be granted on the terms and conditions set forth in this Section 6. In addition, the Committee may impose on any Award
or the exercise thereof, at the date of grant or thereafter (subject to Section 10(e) hereof), such additional terms and conditions,
not inconsistent with the provisions of the Plan, as the Committee shall determine, including terms requiring forfeiture of Awards
in the event of termination of the Participant’s Continuous Service and terms permitting a Participant to make elections
relating to his or her Award. Except as otherwise expressly provided herein, the Committee shall retain full power and discretion
to accelerate, waive or modify, at any time, any term or condition of an Award that is not mandatory under the Plan. Except in
cases in which the Committee is authorized to require other forms of consideration under the Plan, or to the extent other forms
of consideration must be paid to satisfy the requirements of the laws of the State of Delaware, no consideration other than services
may be required for the grant (as opposed to the exercise) of any Award.


 






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(b) Options.
The Committee is authorized to grant Options to any Eligible Person on the following terms and conditions:


 


(i) Exercise
Price. Other than in connection with Substitute Awards, the exercise price per Share purchasable under an Option shall
be determined by the Committee, provided that such exercise price shall not be less than 100% of the Fair Market Value of a Share
on the date of grant of the Option and shall not, in any event, be less than the par value of a Share on the date of grant of the
Option. If an Employee owns or is deemed to own (by reason of the attribution rules applicable under Section 424(d) of the Code)
more than 10% of the combined voting power of all classes of stock of the Company (or any parent corporation or subsidiary corporation
of the Company, as those terms are defined in Sections 424(e) and (f) of the Code, respectively) and an Incentive Stock Option
is granted to such Employee, the exercise price of such Incentive Stock Option (to the extent required by the Code at the time
of grant) shall be no less than 110% of the Fair Market Value of a Share on the date such Incentive Stock Option is granted. Other
than pursuant to Section 10(c)(i) and (ii) of this Plan, the Committee shall not be permitted to (A) lower the exercise price per
Share of an Option after it is granted, (B) cancel an Option when the exercise price per Share exceeds the Fair Market Value of
the underlying Shares in exchange for cash or another Award (other than in connection with Substitute Awards), (C) cancel an outstanding
Option in exchange for an Option with an exercise price that is less than the exercise price of the original Options or (D) take
any other action with respect to an Option that may be treated as a repricing pursuant to the applicable rules of the Listing Market,
without approval of the Company’s shareholders.


 


(ii) Time
and Method of Exercise. The Committee shall determine the time or times at which or the circumstances under which an Option
may be exercised in whole or in part (including based on achievement of performance goals and/or future service requirements),
the method by which notice of exercise is to be given and the form of exercise notice to be used, the time or times at which Options
shall cease to be or become exercisable following termination of Continuous Service or upon other conditions, the methods by which
the exercise price may be paid or deemed to be paid (including in the discretion of the Committee a cashless exercise procedure),
the form of such payment, including, without limitation, cash, Shares (including without limitation the withholding of Shares otherwise
deliverable pursuant to the Award), other Awards or awards granted under other plans of the Company or a Related Entity, or other
property (including notes or other contractual obligations of Participants to make payment on a deferred basis provided that such
deferred payments are not in violation of Section 13(k) of the Exchange Act, or any rule or regulation adopted thereunder or any
other applicable law), and the methods by or forms in which Shares will be delivered or deemed to be delivered to Participants.


 


(iii) Form
of Settlement. The Committee may, in its sole discretion, provide that the Shares to be issued upon exercise of an
Option shall be in the form of Restricted Stock or other similar securities.


 






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(iv) Incentive
Stock Options. The terms of any Incentive Stock Option granted under the Plan shall comply in all respects with the provisions
of Section 422 of the Code. Anything in the Plan to the contrary notwithstanding, no term of the Plan relating to Incentive Stock
Options (including any Stock Appreciation Right issued in tandem therewith) shall be interpreted, amended or altered, nor shall
any discretion or authority granted under the Plan be exercised, so as to disqualify either the Plan or any Incentive Stock Option
under Section 422 of the Code, unless the Participant has first requested, or consents to, the change that will result in such
disqualification. Thus, if and to the extent required to comply with Section 422 of the Code, Options granted as Incentive Stock
Options shall be subject to the following special terms and conditions:


 


(A) the Option shall
not be exercisable for more than ten years after the date such Incentive Stock Option is granted; provided, however, that if a
Participant owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than 10% of the combined
voting power of all classes of stock of the Company (or any parent corporation or subsidiary corporation of the Company, as those
terms are defined in Sections 424(e) and (f) of the Code, respectively) and the Incentive Stock Option is granted to such Participant,
the term of the Incentive Stock Option shall be (to the extent required by the Code at the time of the grant) for no more than
five years from the date of grant;


 


(B) the aggregate
Fair Market Value (determined as of the date the Incentive Stock Option is granted) of the Shares with respect to which Incentive
Stock Options granted under the Plan and all other option plans of the Company (and any parent corporation or subsidiary corporation
of the Company, as those terms are defined in Sections 424(e) and (f) of the Code, respectively) that become exercisable for the
first time by the Participant during any calendar year shall not (to the extent required by the Code at the time of the grant)
exceed $100,000; and


 


(C) if Shares acquired
by exercise of an Incentive Stock Option are disposed of within two years following the date the Incentive Stock Option is granted
or one year following the transfer of such Shares to the Participant upon exercise, the Participant shall, promptly following such
disposition, notify the Company in writing of the date and terms of such disposition and provide such other information regarding
the disposition as the Committee may reasonably require.


 


(c) Stock
Appreciation Rights. The Committee may grant Stock Appreciation Rights to
any Eligible Person in conjunction with all or part of any Option granted under the Plan or at any subsequent time during the
term of such Option (a “Tandem Stock Appreciation Right”), or without regard to any Option (a “Freestanding
Stock Appreciation Right”), in each case upon such terms and conditions as the Committee may establish in its sole discretion,
not inconsistent with the provisions of the Plan, including the following:


 


(i) Right
to Payment. A Stock Appreciation Right shall confer on the Participant to whom it is granted a right to receive, upon exercise
thereof, the excess of (A) the Fair Market Value of one Share on the date of exercise over (B) the grant price of the Stock Appreciation
Right as determined by the Committee. The grant price of a Stock Appreciation Right shall not be less than 100% of the Fair Market
Value of a Share on the date of grant, in the case of a Freestanding Stock Appreciation Right, or less than the associated Option
exercise price, in the case of a Tandem Stock Appreciation Right. Other than pursuant to Section 10(c)(i) and (ii) of the Plan,
the Committee shall not be permitted to (A) lower the grant price per Share of a Stock Appreciation Right after it is granted,
(B) cancel a Stock Appreciation Right when the grant price per Share exceeds the Fair Market Value of the underlying Shares in
exchange for another Award (other than in connection with Substitute Awards), (C) cancel an outstanding Stock Appreciation Right
in exchange for a Stock Appreciation Right with a grant price that is less than the grant price of the original Stock Appreciation
Right, or (D) take any other action with respect to a Stock Appreciation Right that may be treated as a repricing pursuant to the
applicable rules of the Listing Market, without shareholder approval.


 






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(ii) Other
Terms. The Committee shall determine at the date of grant or thereafter, the time or times at which and the circumstances
under which a Stock Appreciation Right may be exercised in whole or in part (including based on achievement of performance goals
and/or future service requirements), the time or times at which Stock Appreciation Rights shall cease to be or become exercisable
following termination of Continuous Service or upon other conditions, the method of exercise, method of settlement, form of consideration
payable in settlement, method by or forms in which Shares will be delivered or deemed to be delivered to Participants, whether
or not a Stock Appreciation Right shall be in tandem or in combination with any other Award, and any other terms and conditions
of any Stock Appreciation Right.


 


(iii) Tandem
Stock Appreciation Rights. Any Tandem Stock Appreciation Right may be granted at the same time as the related Option is
granted or, for Options that are not Incentive Stock Options, at any time thereafter before exercise or expiration of such Option.
Any Tandem Stock Appreciation Right related to an Option may be exercised only when the related Option would be exercisable and
the Fair Market Value of the Shares subject to the related Option exceeds the exercise price at which Shares can be acquired pursuant
to the Option. In addition, if a Tandem Stock Appreciation Right exists with respect to less than the full number of Shares covered
by a related Option, then an exercise or termination of such Option shall not reduce the number of Shares to which the Tandem Stock
Appreciation Right applies until the number of Shares then exercisable under such Option equals the number of Shares to which the
Tandem Stock Appreciation Right applies. Any Option related to a Tandem Stock Appreciation Right shall no longer be exercisable
to the extent the Tandem Stock Appreciation Right has been exercised, and any Tandem Stock Appreciation Right shall no longer be
exercisable to the extent the related Option has been exercised.


 


(d) Restricted
Stock Awards. The Committee is authorized to grant Restricted Stock Awards
to any Eligible Person on the following terms and conditions:


 


(i) Grant
and Restrictions. Restricted Stock Awards shall be subject to such restrictions on transferability, risk of forfeiture
and other restrictions, if any, as the Committee may impose, or as otherwise provided in this Plan during the Restriction Period.
The terms of any Restricted Stock Award granted under the Plan shall be set forth in a written Award Agreement which shall contain
provisions determined by the Committee and not inconsistent with the Plan. The restrictions may lapse separately or in combination
at such times, under such circumstances (including based on achievement of performance goals and/or future service requirements),
in such installments or otherwise, as the Committee may determine at the date of grant or thereafter. Except to the extent restricted
under the terms of the Plan and any Award Agreement relating to a Restricted Stock Award, a Participant granted Restricted Stock
shall have all of the rights of a shareholder, including the right to vote the Restricted Stock and the right to receive dividends
thereon (subject to any mandatory reinvestment or other requirement imposed by the Committee). During the period that the Restricted
Stock Award is subject to a risk of forfeiture, subject to Section 10(b) below and except as otherwise provided in the Award Agreement,
the Restricted Stock may not be sold, transferred, pledged, hypothecated, margined or otherwise encumbered by the Participant or
Beneficiary.


 






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(ii) Forfeiture.
Except as otherwise determined by the Committee, upon termination of a Participant’s Continuous Service during the applicable
Restriction Period, the Participant’s Restricted Stock that is at that time subject to a risk of forfeiture that has not
lapsed or otherwise been satisfied shall be forfeited and reacquired by the Company; provided that, subject to the limitations
set forth in Section 6(j) hereof, the Committee may provide, by resolution or other action or in any Award Agreement, or may determine
in any individual case, that forfeiture conditions relating to Restricted Stock Awards shall be waived in whole or in part in the
event of terminations resulting from specified causes, and the Committee may in other cases waive in whole or in part the forfeiture
of Restricted Stock.


 


(iii) Certificates
for Stock. Restricted Stock granted under the Plan may be evidenced in such manner as the Committee shall determine. If
certificates representing Restricted Stock are registered in the name of the Participant, the Committee may require that such certificates
bear an appropriate legend referring to the terms, conditions and restrictions applicable to such Restricted Stock, that the Company
retain physical possession of the certificates, and that the Participant deliver a stock power to the Company, endorsed in blank,
relating to the Restricted Stock.


 


(iv) Dividends
and Splits. As a condition to the grant of a Restricted Stock Award, the Committee shall either (A) require that any cash
dividends paid on a Share of Restricted Stock be automatically reinvested in additional Shares of Restricted, or (B) require that
payment be delayed (with or without interest at such rate, if any, as the Committee shall determine) and remain subject to restrictions
and a risk of forfeiture to the same extent as the Restricted Stock with respect to which such cash dividend is payable, in each
case in a manner that does not violate the requirements of Section 409A of the Code. Unless otherwise determined by the Committee,
Shares distributed in connection with a stock split or stock dividend, and other property distributed as a dividend, shall be subject
to restrictions and a risk of forfeiture to the same extent as the Restricted Stock with respect to which such Shares or other
property have been distributed.


 


(e) Restricted
Stock Unit Award. The Committee is authorized to grant Restricted Stock
Unit Awards to any Eligible Person on the following terms and conditions:


 


(i) Award
and Restrictions. Satisfaction of a Restricted Stock Unit Award shall occur upon expiration of the deferral period specified
for such Restricted Stock Unit Award by the Committee (or, if permitted by the Committee, as elected by the Participant in a manner
that does not violate the requirements of Section 409A of the Code). In addition, a Restricted Stock Unit Award shall be subject
to such restrictions (which may include a risk of forfeiture) as the Committee may impose, if any, which restrictions may lapse
at the expiration of the deferral period or at earlier specified times (including based on achievement of performance goals and/or
future service requirements), separately or in combination, in installments or otherwise, as the Committee may determine. A Restricted
Stock Unit Award may be satisfied by delivery of Shares, cash equal to the Fair Market Value of the specified number of Shares
covered by the Restricted Stock Units, or a combination thereof, as determined by the Committee at the date of grant or thereafter.
Prior to satisfaction of a Restricted Stock Unit Award, a Restricted Stock Unit Award carries no voting or dividend or other rights
associated with Share ownership. Prior to satisfaction of a Restricted Stock Unit Award, except as otherwise provided in an Award
Agreement and as permitted under Section 409A of the Code, a Restricted Stock Unit Award may not be sold, transferred, pledged,
hypothecated, margined or otherwise encumbered by the Participant or any Beneficiary.


 






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(ii) Forfeiture.
Except as otherwise determined by the Committee, upon termination of a Participant’s Continuous Service during the applicable
deferral period or portion thereof to which forfeiture conditions apply (as provided in the Award Agreement evidencing the Restricted
Stock Unit Award), the Participant’s Restricted Stock Unit Award that is at that time subject to a risk of forfeiture that
has not lapsed or otherwise been satisfied shall be forfeited; provided that, subject to the limitations set forth in Section 6(j)(ii)
hereof, the Committee may provide, by resolution or other action or in any Award Agreement, or may determine in any individual
case, that forfeiture conditions relating to a Restricted Stock Unit Award shall be waived in whole or in part in the event of
terminations resulting from specified causes, and the Committee may in other cases waive in whole or in part the forfeiture of
any Restricted Stock Unit Award.


 


(iii) Dividend
Equivalents. As a condition to the grant of a Restricted Stock Unit, the Committee shall require that any cash dividends
paid on a Share attributable to such Restricted Stock Unit be delayed (with or without interest at such rate, if any, as the Committee
shall determine) and remain subject to restrictions and a risk of forfeiture to the same extent as the Restricted Stock Unit with
respect to which such cash dividend is payable, in a manner that does not violate the requirements of Section 409A of the Code.
Unless otherwise determined by the Committee, Shares distributed in connection with a stock split or stock dividend, and other
property distributed as a dividend, shall be subject to restrictions and a risk of forfeiture to the same extent as the Restricted
Stock Unit with respect to which such Shares or other property have been distributed.


 


(f) Bonus
Stock and Awards in Lieu of Obligations. The Committee is authorized to
grant Shares to any Eligible Persons as a bonus, or to grant Shares or other Awards in lieu of obligations to pay cash or deliver
other property under the Plan or under other plans or compensatory arrangements, provided that, in the case of Eligible Persons
subject to Section 16 of the Exchange Act, the amount of such grants remains within the discretion of the Committee to the extent
necessary to ensure that acquisitions of Shares or other Awards are exempt from liability under Section 16(b) of the Exchange
Act. Shares or Awards granted hereunder shall be subject to such other terms as shall be determined by the Committee.


 


(g) Dividend
Equivalents. The Committee is authorized to grant Dividend Equivalents to
any Eligible Person entitling the Eligible Person to receive cash, Shares, other Awards, or other property equal in value to the
dividends paid with respect to a specified number of Shares, or other periodic payments. Dividend Equivalents may be awarded on
a free-standing basis or in connection with another Award. The Committee may provide that Dividend Equivalents shall be paid or
distributed when accrued, or whether such Dividend Equivalents shall be deemed to have been reinvested in additional Shares, Awards,
or other investment vehicles, and subject to such restrictions on transferability and risks of forfeiture, as the Committee may
specify; provided, that in no event shall such Dividend
Equivalents be paid out to Participants prior to vesting of the corresponding Shares underlying the Award. Any such determination
by the Committee shall be made at the grant date of the applicable Award. Notwithstanding the foregoing, Dividend Equivalents
credited in connection with an Award that vests based on the achievement of performance goals shall be subject to restrictions
and risk of forfeiture to the same extent as the Award with respect to which such Dividend Equivalents have been credited.


 


(h) Performance
Awards. The Committee is authorized to grant Performance Awards to any Eligible
Person payable in cash, Shares, or other Awards, on terms and conditions established by the Committee, subject to the provisions
of Section 8 if and to the extent that the Committee shall, in its sole discretion, determine that an Award shall be subject to
those provisions. The performance criteria to be achieved during any Performance Period and the length of the Performance Period
shall be determined by the Committee upon the grant of each Performance Award. Except as provided in Section 9 or as may be provided
in an Award Agreement, Performance Awards will be distributed only after the end of the relevant Performance Period. The performance
goals to be achieved for each Performance Period shall be conclusively determined by the Committee and may be based upon the criteria
set forth in Section 8(b), or in the case of an Award that the Committee determines shall not be subject to Section 8 hereof,
any other criteria that the Committee, in its sole discretion, shall determine should be used for that purpose. The amount of
the Award to be distributed shall be conclusively determined by the Committee. Performance Awards may be paid in a lump sum or
in installments following the close of the Performance Period or, in accordance with procedures established by the Committee,
on a deferred basis in a manner that does not violate the requirements of Section 409A of the Code.


 






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(i) Other
Stock-Based Awards. The Committee is authorized, subject to limitations
under applicable law, to grant to any Eligible Person such other Awards that may be denominated or 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. Other Stock-Based Awards may be granted to Participants either alone or in addition to other Awards granted
under the Plan, and such Other Stock-Based Awards shall also be available as a form of payment in the settlement of other Awards
granted under the Plan. Except as otherwise provided in the last sentence of Section 6(h) hereof, the Committee shall determine
the terms and conditions of such Awards. Shares delivered pursuant to an Award in the nature of a purchase right granted under
this Section 6(i) shall be purchased for such consideration, (including without limitation loans from the Company or a Related
Entity provided that such loans are not in violation of Section 13(k) of the Exchange Act or any rule or regulation adopted thereunder
or any other applicable law) paid for at such times, by such methods, and in such forms, including, without limitation, cash,
Shares, other Awards or other property, as the Committee shall determine.


  


(j) Minimum
Vesting Conditions. Except for certain limited situations (including death, disability, retirement, a Change in Control
referred to in Section 9, grants to new hires to replace forfeited compensation, grants representing payment of earned Performance
Awards or other incentive compensation, Substitute Awards or grants to Directors), all Awards granted under this Plan shall be
subject to a minimum vesting period of one (1) year (the “Minimum Vesting Condition”); provided,
that such Minimum Vesting Condition will not be required on Awards covering, in the aggregate, a number of Shares not to exceed
5% of the maximum Share pool limit set forth in Section 4(a) hereof (subject to adjustment as provided in Section 10(c) hereof).


 


7. Certain
Provisions Applicable to Awards.


 


(a) Stand-Alone,
Additional, Tandem, and Substitute Awards. Awards granted under the Plan
may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with, or in substitution or exchange
for, any other Award or any award granted under another plan of the Company, any Related Entity, or any business entity to be
acquired by the Company or a Related Entity, or any other right of a Participant to receive payment from the Company or any Related
Entity. Such additional, tandem, and substitute or exchange Awards may be granted at any time. If an Award is granted in substitution
or exchange for another Award or award, the Committee shall require the surrender of such other Award or award in consideration
for the grant of the new Award. In addition, Awards may be granted in lieu of cash compensation, including in lieu of cash amounts
payable under other plans of the Company or any Related Entity, in which the value of Shares subject to the Award is equivalent
in value to the cash compensation (for example, Restricted Stock or Restricted Stock Units), or in which the exercise price, grant
price or purchase price of the Award in the nature of a right that may be exercised is equal to the Fair Market Value of the underlying
Shares minus the value of the cash compensation surrendered (for example, Options or Stock Appreciation Right granted with an
exercise price or grant price “discounted” by the amount of the cash compensation surrendered), provided that any
such determination to grant an Award in lieu of cash compensation must be made in a manner intended to be exempt from or comply
with Section 409A of the Code.


 


(b) Term
of Awards. The term of each Award shall be for such period as may be determined
by the Committee; provided that in no event shall the term of any Option or Stock Appreciation Right exceed a period of ten years
(or in the case of an Incentive Stock Option such shorter term as may be required under Section 422 of the Code); provided, however,
that in the event that on the last day of the term of an Option or a Stock Appreciation Right, other than an Incentive Stock Option,
(i) the exercise of the Option or Stock Appreciation Right is prohibited by applicable law, or (ii) Shares may not be purchased,
or sold by certain employees or directors of the Company due to the “black-out period” of a Company policy or a “lock-up”
agreement undertaken in connection with an issuance of securities by the Company, the term of the Option or Stock Appreciation
Right may be extended by the Committee for a period of up to thirty (30) days following the end of the legal prohibition, black-out
period or lock-up agreement, provided that such extension of the term of the Option or Stock Appreciation Right would not cause
the Option or Stock Appreciation Right to violate the requirements of Section 409A of the Code.


 






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(c) Form
and Timing of Payment Under Awards; Deferrals. Subject to the terms of the
Plan and any applicable Award Agreement, payments to be made by the Company or a Related Entity upon the exercise of an Option
or other Award or settlement of an Award may be made in such forms as the Committee shall determine, including, without limitation,
cash, Shares, other Awards or other property, and may be made in a single payment or transfer, in installments, or on a deferred
basis, provided that any determination to pay in installments or on a deferred basis shall be made by the Committee at the date
of grant. Any installment or deferral provided for in the preceding sentence shall, however, subject to the terms of the Plan,
be subject to the Company’s compliance with the provisions of the Sarbanes-Oxley Act of 2002, as amended, the rules and
regulations adopted by the Securities and Exchange Commission thereunder, all applicable rules of the Listing Market and any other
applicable law, and in a manner intended to be exempt from or otherwise satisfy the requirements of Section 409A of the Code.
Subject to Section 7(e) of this Plan, the settlement of any Award may be accelerated, and cash paid in lieu of Shares in connection
with such settlement, in the sole discretion of the Committee or upon occurrence of one or more specified events (in addition
to a Change in Control). Any such settlement shall be at a value determined by the Committee in its sole discretion, which, without
limitation, may in the case of an Option or Stock Appreciation Right be limited to the amount if any by which the Fair Market
Value of a Share on the settlement date exceeds the exercise or grant price. Installment or deferred payments may be required
by the Committee (subject to Section 7(e) of this Plan, including the consent provisions thereof in the case of any deferral of
an outstanding Award not provided for in the original Award Agreement) or permitted at the election of the Participant on terms
and conditions established by the Committee. The acceleration of the settlement of any Award, and the payment of any Award in
installments or on an deferred basis, all shall be done in a manner that is intended to be exempt from or otherwise satisfy the
requirements of Section 409A of the Code. The Committee may, without limitation, make provision for the payment or crediting of
a reasonable interest rate on installment or deferred payments or the grant or crediting of Dividend Equivalents or other amounts
in respect of installment or deferred payments denominated in Shares.


 


(d) Exemptions
from Section 16(b) Liability. It is the intent of the Company that the grant
of any Awards to or other transaction by a Participant who is subject to Section 16 of the Exchange Act shall be exempt from Section
16 pursuant to an applicable exemption (except for transactions acknowledged in writing to be non-exempt by such Participant).
Accordingly, if any provision of this Plan or any Award Agreement does not comply with the requirements of Rule 16b-3 then applicable
to any such transaction, such provision shall be construed or deemed amended to the extent necessary to conform to the applicable
requirements of Rule 16b-3 so that such Participant shall avoid liability under Section 16(b).


 


(e) Code
Section 409A.


 


(i) The Award
Agreement for any Award that the Committee reasonably determines to constitute a “nonqualified deferred compensation plan”
under Section 409A of the Code (a “Section 409A Plan”), and the provisions of the Section 409A Plan applicable
to that Award, shall be construed in a manner consistent with the applicable requirements of Section 409A of the Code, and the
Committee, in its sole discretion and without the consent of any Participant, may amend any Award Agreement (and the provisions
of the Plan applicable thereto) if and to the extent that the Committee determines that such amendment is necessary or appropriate
to comply with the requirements of Section 409A of the Code.


 






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(ii) If any Award
constitutes a Section 409A Plan, then the Award shall be subject to the following additional requirements, if and to the extent
required to comply with Section 409A of the Code:


 


(A) Payments
under the Section 409A Plan may be made only upon (u) the Participant’s “separation from service”, (v) the date
the Participant becomes “disabled”, (w) the Participant’s death, (x) a “specified time (or pursuant to
a fixed schedule)” specified in the Award Agreement at the date of the deferral of such compensation, (y) a “change
in the ownership or effective control of the corporation, or in the ownership of a substantial portion of the assets” of
the Company, or (z) the occurrence of an “unforeseeble emergency”;


 


(B) The time
or schedule for any payment of the deferred compensation may not be accelerated, except to the extent provided in applicable Treasury
Regulations or other applicable guidance issued by the Internal Revenue Service;


 


(C) Any elections
with respect to the deferral of such compensation or the time and form of distribution of such deferred compensation shall comply
with the requirements of Section 409A(a)(4) of the Code; and


 


(D)  In the
case of any Participant who is “specified employee”, a distribution on account of a “separation from service”
may not be made before the date which is six months after the date of the Participant’s “separation from service”
(or, if earlier, the date of the Participant’s death).


 


For purposes of the foregoing, the terms
in quotations shall have the same meanings as those terms have for purposes of Section 409A of the Code, and the limitations set
forth herein shall be applied in such manner (and only to the extent) as shall be necessary to comply with any requirements of
Section 409A of the Code that are applicable to the Award.


 


(iii) Notwithstanding
the foregoing, or any provision of this Plan or any Award Agreement, the Company does not make any representation to any Participant
or Beneficiary that any Awards made pursuant to this Plan are exempt from, or satisfy, the requirements of, Section 409A of the
Code, and the Company shall have no liability or other obligation to indemnify or hold harmless the Participant or any Beneficiary
for any tax, additional tax, interest or penalties that the Participant or any Beneficiary may incur in the event that any provision
of this Plan, or any Award Agreement, or any amendment or modification thereof, or any other action taken with respect thereto,
is deemed to violate any of the requirements of Section 409A of the Code.


 






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8. Reserved.


 


9. Change
in Control.


 


(a) Effect
of “Change in Control.” If and only to the extent provided
in any employment or other agreement between the Participant and the Company or any Related Entity, or in any Award Agreement,
or to the extent otherwise determined by the Committee in its sole discretion and without any requirement that each Participant
be treated consistently, and except as otherwise provided in Section 9(a)(iv) hereof, upon the occurrence of a “Change in
Control,” as defined in Section 9(b):


 


(i) Any Option
or Stock Appreciation Right that was not previously vested and exercisable as of the time of the Change in Control, shall become
immediately vested and exercisable, subject to applicable restrictions set forth in Section 10(a) hereof.


 


(ii) Any restrictions,
deferral of settlement, and forfeiture conditions applicable to a Restricted Stock Award, Restricted Stock Unit Award or an Other
Stock-Based Award subject only to future service requirements granted under the Plan shall lapse and such Awards shall be deemed
fully vested as of the time of the Change in Control, except to the extent of any waiver by the Participant and subject to applicable
restrictions set forth in Section 10(a) hereof.


 


(iii) With respect
to any outstanding Award subject to achievement of performance goals and conditions under the Plan, the Committee may, in its discretion,
consider such Awards to have been earned and payable based on achievement of performance goals or based upon target performance
(either in full or pro-rata based on the portion of the Performance Period completed as of the Change in Control), except to the
extent of any waiver by the Participant and subject to applicable restrictions set forth in Section 10(a).


 


(iv) Except as
otherwise provided in any employment or other agreement for services between the Participant and the Company or any Subsidiary,
and unless the Committee otherwise determines in a specific instance, each outstanding Option, Stock Appreciation Right, Restricted
Stock Award, Restricted Stock Unit Award or Other Stock-Based Award shall not be accelerated as described in Sections 9(a)(i),
(ii) and (iii), if either (A) the Company is the surviving entity in the Change in Control and the Option, Stock Appreciation Right,
Restricted Stock Award, Restricted Stock Unit Award or Other Stock-Based Award continues to be outstanding after the Change in
Control on substantially the same terms and conditions as were applicable immediately prior to the Change in Control or (B) the
successor company or its parent company assumes or substitutes for the applicable Award, as determined in accordance with Section
10(c)(ii) of this Plan.


 






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(b) Definition
of “Change in Control”. Unless otherwise specified in any employment
or other agreement for services between the Participant and the Company or any Related Entity, or in an Award Agreement, a “Change
in Control” shall mean the occurrence of any of the following:


 


(i) The acquisition
by any Person of Beneficial Ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than fifty
percent (50%) of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally
in the election of directors (the “Outstanding Company Voting Securities”) (the foregoing Beneficial
Ownership hereinafter being referred to as a “Controlling Interest”); provided, however, that for purposes
of this Section 9(b), the following acquisitions shall not constitute or result in a Change in Control: (v) any acquisition directly
from the Company; (w) any acquisition by the Company; (x) any acquisition by any Person that as of the Effective Date owns Beneficial
Ownership of a Controlling Interest; (y) any acquisition by any employee benefit plan (or related trust) sponsored or maintained
by the Company or any Related Entity; or (z) any acquisition by any entity pursuant to a transaction which complies with clauses
(1), (2) and (3) of subsection (iii) below; or


 


(ii) During any
period of two (2) consecutive years (not including any period prior to the Effective Date) individuals who constitute the Board
on the Effective Date (the “Incumbent Board”) cease for any reason to constitute at least a majority
of the Board; provided, however, that any individual becoming a director subsequent to the Effective Date whose election, or nomination
for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising
the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest
with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on
behalf of a Person other than the Board; or


 


(iii) Consummation
of (A) a reorganization, merger, statutory share exchange or consolidation or similar transaction involving (x) the Company or
(y) any one or more Subsidiaries whose combined revenues for the prior fiscal year represented more than 50% of the consolidated
revenues of the Company and its Subsidiaries for the prior fiscal year (the “Major Subsidiaries”), or
(B) a sale or other disposition of all or substantially all of the assets of the Company or the Major Subsidiaries, or the acquisition
of assets or equity of another entity by the Company or any of its Subsidiaries (each of the events referred to in clauses (A)
and (B) sometimes hereinafter being referred to a “Business Combination”), unless, following such
Business Combination, (1) all or substantially all of the individuals and entities who were the Beneficial Owners, respectively,
of the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly,
more than fifty percent (50%) of the combined voting power of the then outstanding voting securities entitled to vote generally
in the election of members of the board of directors (or comparable governing body of an entity that does not have such a board),
as the case may be, of the entity resulting from such Business Combination (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 either directly or through
one or more subsidiaries) (the “Continuing Entity”) in substantially the same proportions as their ownership,
immediately prior to such Business Combination, of the Outstanding Company Voting Securities, (excluding any outstanding voting
securities of the Continuing Entity that such Beneficial Owners hold immediately following the consummation of the Business Combination
as a result of their ownership, prior to such consummation, of voting securities of any company or other entity involved in or
forming part of such Business Combination other than the Company), (2) no Person (excluding any employee benefit plan (or related
trust) of the Company or any Continuing Entity or any entity controlled by the Continuing Entity or any Person that as of the Effective
Date owns Beneficial Ownership of a Controlling Interest) beneficially owns, directly or indirectly, fifty percent (50%) or more
of the combined voting power of the then outstanding voting securities of the Continuing Entity except to the extent that such
ownership existed prior to the Business Combination, and (3) at least a majority of the members of the Board of Directors or other
governing body of the Continuing Entity were members of the Incumbent Board at the time of the execution of the initial agreement,
or of the action of the Board, providing for such Business Combination; or


 






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(iv) Approval
by the shareholders of the Company of a complete liquidation or dissolution of the Company.


 


Notwithstanding anything to the contrary
herein, the term “Change in Control” shall not include any sale of assets, a merger or other transaction effected
exclusively for the purpose of changing the domicile of the Company, or an initial public offering underwritten on a firm commitment
basis pursuant to a registration statement filed with the Securities Exchange Commission.


 


10. General
Provisions.


 


(a) Compliance
With Legal and Other Requirements. The Company may, to the extent deemed
necessary or advisable by the Committee, postpone the issuance or delivery of Shares or payment of other benefits under any Award
until completion of such registration or qualification of such Shares or other required action under any federal or state law,
rule or regulation, listing or other required action with respect to the Listing Market, or compliance with any other obligation
of the Company, as the Committee, may consider appropriate, and may require any Participant to make such representations, furnish
such information and comply with or be subject to such other conditions as it may consider appropriate in connection with the
issuance or delivery of Shares or payment of other benefits in compliance with applicable laws, rules, and regulations, listing
requirements, or other obligations.


 


(b) Limits
on Transferability; Beneficiaries. No Award or other right or interest granted
under the Plan shall be pledged, hypothecated or otherwise encumbered or subject to any lien, obligation or liability of such
Participant to any party, or assigned or transferred by such Participant otherwise than by will or the laws of descent and distribution
or to a Beneficiary upon the death of a Participant, and such Awards or rights that may be exercisable shall be exercised during
the lifetime of the Participant only by the Participant or his or her guardian or legal representative, except that Awards and
other rights (other than Incentive Stock Options and Stock Appreciation Rights in tandem therewith) may be transferred to one
or more Beneficiaries or other transferees during the lifetime of the Participant, and may be exercised by such transferees in
accordance with the terms of such Award, but only if and to the extent such transfers are permitted by the Committee pursuant
to the express terms of an Award Agreement (subject to any terms and conditions which the Committee may impose thereon), are by
gift or pursuant to a domestic relations order, and are to a “Permitted Assignee” that is a permissible transferee
under the applicable rules of the Securities and Exchange Commission for registration of securities on a Form S-8 registration
statement. For this purpose, a Permitted Assignee shall mean (i) the Participant’s spouse, children or grandchildren (including
any adopted and step children or grandchildren), parents, grandparents or siblings, (ii) a trust for the benefit of one or more
of the Participant or the persons referred to in clause (i), (iii) a partnership, limited liability company or corporation in
which the Participant or the persons referred to in clauses (i) and (ii) are the only partners, members or shareholders, or (iv)
a foundation in which any person or entity designated in clauses (i), (ii) or (iii) above control the management of assets. A
Beneficiary, transferee, or other person claiming any rights under the Plan from or through any Participant shall be subject to
all terms and conditions of the Plan and any Award Agreement applicable to such Participant, except as otherwise determined by
the Committee, and to any additional terms and conditions deemed necessary or appropriate by the Committee.


 






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(c) Adjustments.


 


(i) Adjustments
to Awards. In the event that any extraordinary dividend or other distribution (whether in the form of cash, Shares, or
other property), recapitalization, forward or reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase,
share exchange, liquidation, dissolution or other similar corporate transaction or event affects the Shares and/or such other securities
of the Company or any other issuer, then the Committee shall, in such manner as it may deem appropriate and equitable, substitute,
exchange or adjust any or all of (A) the number and kind of Shares which may be delivered in connection with Awards granted
thereafter, (B) the number and kind of Shares by which annual per-person Award limitations are measured under Section 4 hereof,
(C) the number and kind of Shares subject to or deliverable in respect of outstanding Awards, (D) the exercise price,
grant price or purchase price relating to any Award and/or make provision for payment of cash or other property in respect of any
outstanding Award, and (E) any other aspect of any Award that the Committee determines to be appropriate in order to prevent the
reduction or enlargement of benefits under any Award.


 


(ii) Adjustments
in Case of Certain Transactions. In the event of any merger, consolidation or other reorganization in which the Company
does not survive, or in the event of any Change in Control (and subject to the provisions of Section 9 of this Plan relating to
the vesting of Awards in the event of any Change in Control), any outstanding Awards may be dealt with in accordance with any of
the following approaches, without the requirement of obtaining any consent or agreement of a Participant as such, as determined
by the agreement effectuating the transaction or, if and to the extent not so determined, as determined by the Committee: (A) the
continuation of the outstanding Awards by the Company, if the Company is a surviving entity, (B) the assumption or substitution
for, as those terms are defined below, the outstanding Awards by the surviving entity or its parent or subsidiary, (C) full exercisability
or vesting and accelerated expiration of the outstanding Awards, or (D) settlement of the value of the outstanding Awards in cash
or cash equivalents or other property followed by cancellation of such Awards (which value, in the case of Options or Stock Appreciation
Rights, shall be measured by the amount, if any, by which the Fair Market Value of a Share exceeds the exercise or grant price
of the Option or Stock Appreciation Right as of the effective date of the transaction). For the purposes of this Plan, an Option,
Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit Award, Performance Award or Other Stock-Based Award shall
be considered assumed or substituted for if following the applicable transaction the Award confers the right to purchase or receive,
for each Share subject to the Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit Award, Performance
Award or Other Stock-Based Award immediately prior to the applicable transaction, on substantially the same vesting and other terms
and conditions as were applicable to the Award immediately prior to the applicable transaction, the consideration (whether stock,
cash or other securities or property) received in the applicable transaction by holders of Shares for each Share held on the effective
date of such transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders
of a majority of the outstanding Shares); provided, however, that if such consideration received in the applicable transaction
is not solely common stock of the successor company or its parent or subsidiary, the Committee may, with the consent of the successor
company or its parent or subsidiary, provide that the consideration to be received upon the exercise or vesting of an Option, Stock
Appreciation Right, Restricted Stock Award, Restricted Stock Unit Award, Performance Award or Other Stock-Based Award, for each
Share subject thereto, will be solely common stock of the successor company or its parent or subsidiary substantially equal in
fair market value to the per share consideration received by holders of Shares in the applicable transaction. The determination
of such substantial equality of value of consideration shall be made by the Committee in its sole discretion and its determination
shall be conclusive and binding. The Committee shall give written notice of any proposed transaction referred to in this Section
10(c)(ii) a reasonable period of time prior to the closing date for such transaction (which notice may be given either before or
after the approval of such transaction), in order that Participants may have a reasonable period of time prior to the closing date
of such transaction within which to exercise any Awards that are then exercisable (including any Awards that may become exercisable
upon the closing date of such transaction). A Participant may condition his or her exercise of any Awards upon the consummation
of the transaction.


 






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(iii) Other
Adjustments. The Committee or the Board is authorized to make adjustments in the terms and conditions of, and the criteria
included in, Awards (including Awards subject to satisfaction of performance goals, or performance goals and conditions relating
thereto) in recognition of unusual or nonrecurring events (including, without limitation, acquisitions and dispositions of businesses
and assets) affecting the Company, any Related Entity or any business unit, or the financial statements of the Company or any Related
Entity, or in response to changes in applicable laws, regulations, accounting principles, tax rates and regulations or business
conditions or in view of the Committee’s assessment of the business strategy of the Company, any Related Entity or business
unit thereof, performance of comparable organizations, economic and business conditions, personal performance of a Participant,
and any other circumstances deemed relevant.


 


(d) Award
Agreements. Each Award Agreement shall either be (a) in writing in a form
approved by the Committee and executed by the Company by an officer duly authorized to act on its behalf, or (b) an electronic
notice in a form approved by the Committee and recorded by the Company (or its designee) in an electronic recordkeeping system
used for the purpose of tracking one or more types of Awards as the Committee may provide; in each case and if required by the
Committee, the Award Agreement shall be executed or otherwise electronically accepted by the recipient of the Award in such form
and manner as the Committee may require. The Committee may authorize any officer of the Company to execute any or all Award Agreements
on behalf of the Company. The Award Agreement shall set forth the material terms and conditions of the Award as established by
the Committee consistent with the provisions of the Plan.


 


(e) Taxes.
The Company and any Related Entity are authorized to withhold from any Award granted, any payment relating to an Award under the
Plan, including from a distribution of Shares, or any payroll or other payment to a Participant, amounts of withholding and other
taxes due or potentially payable in connection with any transaction involving an Award, and to take such other action as the Committee
may deem advisable to enable the Company or any Related Entity and Participants to satisfy obligations for the payment of withholding
taxes and other tax obligations relating to any Award. This authority shall include authority to withhold or receive Shares or
other property and to make cash payments in respect thereof in satisfaction of a Participant’s tax obligations, either on
a mandatory or elective basis in the discretion of the Committee. The amount of withholding tax paid with respect to an Award
by the withholding of Shares otherwise deliverable pursuant to the Award or by delivering Shares already owned shall not exceed
the maximum statutory withholding required with respect to that Award (or such other limit as the Committee shall impose, including
without limitation, any limit imposed to avoid or limit any financial accounting expense relating to the Award).


 


(f) Changes
to the Plan and Awards. The Board may amend, alter, suspend, discontinue
or terminate the Plan, or the Committee’s authority to grant Awards under the Plan, without the consent of shareholders
or Participants, except that any amendment or alteration to the Plan shall be subject to the approval of the Company’s shareholders
not later than the annual meeting next following such Board action if such shareholder approval is required by any federal or
state law or regulation (including, without limitation, Rule 16b-3) or the rules of the Listing Market, and the Board may otherwise,
in its discretion, determine to submit other such changes to the Plan to shareholders for approval; provided that, except as otherwise
permitted by the Plan or Award Agreement, without the consent of an affected Participant, no such Board action may materially
and adversely affect the rights of such Participant under the terms of any previously granted and outstanding Award. The Committee
may waive any conditions or rights under, or amend, alter, suspend, discontinue or terminate any Award theretofore granted and
any Award Agreement relating thereto, except as otherwise provided in the Plan; provided that, except as otherwise permitted by
the Plan or Award Agreement, without the consent of an affected Participant, no such Committee or the Board action may materially
and adversely affect the rights of such Participant under terms of such Award.


 






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(g) Clawback
of Benefits.


 


(i) The Company
may (A) cause the cancellation of any Award, (B) require reimbursement of any Award by a Participant or Beneficiary, and (C) effect
any other right of recoupment of equity or other compensation provided under this Plan or otherwise in accordance with any Company
policies that currently exist or that may from time to time be adopted or modified in the future by the Company and/or applicable
law (each, a “Clawback Policy”). In addition, a Participant may be required to repay to the Company certain
previously paid compensation, whether provided under this Plan or an Award Agreement or otherwise, in accordance with any Clawback
Policy. By accepting an Award, a Participant is also agreeing to be bound by any existing or future Clawback Policy adopted by
the Company, or any amendments that may from time to time be made to the Clawback Policy in the future by the Company in its discretion
(including without limitation any Clawback Policy adopted or amended to comply with applicable laws or stock exchange requirements)
and is further agreeing that all of the Participant’s Award Agreements may be unilaterally amended by the Company, without
the Participant’s consent, to the extent that the Company in its discretion determines to be necessary or appropriate to
comply with any Clawback Policy.


 


(ii) If the
Participant, without the consent of the Company, while employed by or providing services to the Company or any Related Entity or
after termination of such employment or service, violates a non-competition, non-solicitation or non-disclosure covenant or agreement
or otherwise engages in activity that is in conflict with or adverse to the interest of the Company or any Related Entity, as determined
by the Committee in its sole discretion, then (i) any outstanding, vested or unvested, earned or unearned portion of the Award
may, at the Committee’s discretion, be canceled and (ii) the Committee, in its discretion, may require the Participant or
other person to whom any payment has been made or Shares or other property have been transferred in connection with the Award to
forfeit and pay over to the Company, on demand, all or any portion of the gain (whether or not taxable) realized upon the exercise
of any Option or Stock Appreciation Right and the value realized (whether or not taxable) on the vesting or payment of any other
Award during the time period specified in the Award Agreement or otherwise specified by the Committee


 


(g) Limitation
on Rights Conferred Under Plan. Neither the Plan nor any action taken hereunder
or under any Award shall be construed as (i) giving any Eligible Person or Participant the right to continue as an Eligible
Person or Participant or in the employ or service of the Company or a Related Entity; (ii) interfering in any way with the
right of the Company or a Related Entity to terminate any Eligible Person’s or Participant’s Continuous Service at
any time, (iii) giving an Eligible Person or Participant any claim to be granted any Award under the Plan or to be treated
uniformly with other Participants and Employees, or (iv) conferring on a Participant any of the rights of a shareholder of
the Company or any Related Entity including, without limitation, any right to receive dividends or distributions, any right to
vote or act by written consent, any right to attend meetings of shareholders or any right to receive any information concerning
the Company’s or any Related Entity’s business, financial condition, results of operation or prospects, unless and
until such time as the Participant is duly issued Shares on the stock books of the Company or any Related Entity in accordance
with the terms of an Award. None of the Company, its officers or its directors shall have any fiduciary obligation to the Participant
with respect to any Awards unless and until the Participant is duly issued Shares pursuant to the Award on the stock books of
the Company in accordance with the terms of an Award. Neither the Company, nor any Related Entity, nor any of their respective
officers, directors, representatives or agents is granting any rights under the Plan to the Participant whatsoever, oral or written,
express or implied, other than those rights expressly set forth in this Plan or the Award Agreement.


 


(h) Unfunded
Status of Awards; Creation of Trusts. The Plan is intended to constitute
an “unfunded” plan for incentive and deferred compensation. With respect to any payments not yet made to a Participant
or obligation to deliver Shares pursuant to an Award, nothing contained in the Plan or any Award Agreement shall give any such
Participant any rights that are greater than those of a general creditor of the Company or Related Entity that issues the Award;
provided that the Committee may authorize the creation of trusts and deposit therein cash, Shares, other Awards or other property,
or make other arrangements to meet the obligations of the Company or Related Entity under the Plan. Such trusts or other arrangements
shall be consistent with the “unfunded” status of the Plan unless the Committee otherwise determines with the consent
of each affected Participant. The trustee of such trusts may be authorized to dispose of trust assets and reinvest the proceeds
in alternative investments, subject to such terms and conditions as the Committee may specify and in accordance with applicable
law.


 






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(i) Nonexclusivity
of the Plan. Neither the adoption of the Plan by the Board nor its submission
to the shareholders of the Company for approval shall be construed as creating any limitations on the power of the Board or a
committee thereof to adopt such other incentive arrangements as it may deem desirable.


 


(j) Payments
in the Event of Forfeitures; Fractional Shares. Unless otherwise determined
by the Committee, in the event of a forfeiture of an Award with respect to which a Participant paid cash or other consideration,
the Participant shall be repaid the amount of such cash or other consideration. No fractional Shares shall be issued or delivered
pursuant to the Plan or any Award. The Committee 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.


 


(k) Governing
Law. Except as otherwise provided in any Award Agreement, the validity,
construction and effect of the Plan, any rules and regulations under the Plan, and any Award Agreement shall be determined in
accordance with the laws of the State of Delaware, in each case, without giving effect to principles of conflict of laws, and
applicable federal law.


 


(l) Foreign
Laws. The Committee shall have the authority to adopt such modifications,
procedures, and subplans as may be necessary or desirable to comply with provisions of the laws of foreign countries in which
the Company or its Related Entities may operate to assure the viability of the benefits from Awards granted to Participants performing
services in such countries and to meet the objectives of the Plan.


 


(m) Plan
Effective Date and Shareholder Approval; Termination of Plan. The Plan shall
become effective on the Effective Date, subject to subsequent approval, within 12 months of its adoption by the Board, by shareholders
of the Company eligible to vote in the election of directors, by a vote sufficient to meet the requirements of Code Section 422,
Rule 16b-3 under the Exchange Act (if applicable), applicable requirements under the rules of any stock exchange or automated
quotation system on which the Shares may be listed or quoted, and other laws, regulations, and obligations of the Company applicable
to the Plan. Awards may be granted subject to shareholder approval, but may not be exercised or otherwise settled in the event
the shareholder approval is not obtained. The Plan shall terminate at the earliest of (a) such time as no Shares remain available
for issuance under the Plan, (b) termination of this Plan by the Board, or (c) the tenth anniversary of the Effective Date.
Awards outstanding upon expiration of the Plan shall remain in effect until they have been exercised or terminated, or have expired.


 


(n) Construction
and Interpretation. Whenever used herein, nouns in the singular shall include the plural, and the masculine pronoun shall
include the feminine gender. Headings of Articles and Sections hereof are inserted for convenience and reference and constitute
no part of the Plan.


 


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


 


 


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