Exhibit 4(b)


 


COMMUNITY SHORES BANK CORPORATION


STOCK INCENTIVE PLAN OF 2016


 


SECTION
1


 


Establishment Of Plan; Purpose Of Plan


 


1.1         Establishment
of Plan. The Company hereby establishes the STOCK INCENTIVE PLAN OF 2016 for its Directors and certain of its Employees.
The Plan permits the grant and award of Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Stock
Awards and other stock-based awards and stock-related awards.


 


1.2         Purpose of Plan.
The purpose of the Plan is to provide Directors and Employees with an increased incentive to contribute to the long-term performance
and growth of the Company and its Subsidiaries, to join the interests of Directors and Employees with the interests of the Company’s
shareholders through the opportunity for increased stock ownership and to attract and retain Participants. The Plan is further
intended to provide flexibility to the Company in structuring long-term incentive compensation to best promote the foregoing objectives.


 


1.3         Approval of Plan
and Incentive Awards. The Plan will be effective upon approval by the Company’s shareholders. The Plan contemplates that
Directors may be Participants and that the Directors, as members of either the Board or of a committee of the Board, may approve
grants of Incentive Awards to Directors. Approval of the Plan by the Company’s shareholders shall constitute authorization
and approval of such grants.


 


SECTION 2


 


Definitions


 


The following words have
the following meanings unless a different meaning plainly is required by the context:


 


2.1         “Act”
means the Securities Exchange Act of 1934, as amended.


 


2.2         “Affiliate”
means any organization controlling, controlled by or under common control with the Company.


 


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


 






     


     


    

 


2.4         “Cause”
means, with respect to termination of employment, (1) willful continued failure to perform or willful poor performance of duties
(other than due to Disability) after warning and reasonable opportunity to meet reasonable required performance standards; (2)
gross negligence causing or putting the Company or any Affiliate at risk of significant damage or harm; (3) misappropriation of
or intentional damage to the property of the Company or any Affiliate; (4) conviction of a felony (other than negligent vehicular
homicide); (5) intentional act or omission that the Participant knows or should know is significantly detrimental to the interests
of the Company or any Affiliate; (6) removal of an Employee by order of or at the direction of a regulatory agency having jurisdiction
over the Company or any of its Subsidiaries; or (7) material violation of any employment agreement between the Company (or any
Affiliate) and the Participant. Notwithstanding the foregoing, if a Participant's employment agreement defines "Cause,"
then that definition shall apply to that Participant in lieu of the definition in this Plan. The existence of Cause for termination
of employment shall in each case be determined by the Committee in its sole discretion and consistent with the definition set forth
in this Section 2.4, provided, that in the event of a Change in Control, "Cause" as defined in subsection (2)
shall be determined by the then Directors, if any, who were Directors prior to the Change in Control or if none exist, by the Committee
as in existence prior to the Change in Control. The Committee may make such determination before or after the termination
of employment.


 


A Director will be removed
for “Cause” for purposes of this Plan if and only if he or she has been removed for cause in compliance with the Company’s
Articles of Incorporation and applicable law.


 


2.5         “Change
in Control,” unless otherwise defined in an Incentive Award agreement, means (a) the failure of the Continuing
Directors at any time to constitute at least a majority of the members of the Board; (b) the acquisition by any Person other
than an Excluded Holder of beneficial ownership (within the meaning of Rule 13d-3 issued under the Act) of 50% or more of the
outstanding Common Stock or the combined voting power of the Company’s outstanding securities entitled to vote generally
in the election of directors; (c) a reorganization, merger or consolidation other than such a transaction (i) that is done
for the purpose of reincorporation or (ii) after which the Company’s shareholders immediately prior to the transaction continue
to beneficially own more than 50% of the total fair market value and total voting power of the outstanding capital stock of the
entity surviving the transaction; (d) a complete liquidation or dissolution of the Company or the sale or disposition of
all or substantially all of the assets of the Company; (e) the occurrence of a nature that would be required to be reported in
response to Item 6(e) of Schedule 14A of Regulation 14A issued under the Act.


 


2.6         “Code”
means the Internal Revenue Code of 1986, as amended. Each reference herein to a section or sections of the Code shall, unless otherwise
noted, be deemed to include a reference to the rules and regulations issued under such section or sections of the Code.


 


2.7         “Committee”
means the Compensation Committee of the Board or such other committee as the Board may designate from time to time. The Committee
shall consist of at least two Directors and all of its members shall be “non-employee directors” as defined in Rule
16b-3 issued under the Act and “outside directors” as defined in Section 162(m) of the Code.


 






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2.8         “Common
Stock” means the Company’s common stock, no par value.


 


2.9         “Company”
means Community Shores Bank Corporation, a Michigan corporation, and its successors and assigns.


 


2.10       “Continuing
Directors” means the individuals constituting the Board as of the date this Plan was adopted and any subsequent directors
whose election or nomination for election by the Company’s shareholders was approved by a vote of a majority of the individuals
who are then Continuing Directors, but specifically excluding any individual whose initial assumption of office occurs as a result
of either an actual or threatened solicitation subject to Rule 14a-12(c) of Regulation 14A issued under the Act or other actual
or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board.


 


2.11       “Covered
Employee” means any Employee who is or may become a “Covered Employee,” as defined in Section 162(m) of the
Code, and who is designated, either as an individual Employee or class of Employees, by the Committee within the shorter of (i) 90
days after the beginning of the Performance Period, or (ii) the period of time after the beginning of the Performance Period
and before 25% of the Performance Period has elapsed, as a “Covered Employee” under this Plan for such applicable Performance
Period.


 


2.12       “Director”
means a member of the Board.


 


2.13       “Disability”
means a permanent disability as determined by the Committee in its discretion.


 


2.14       “Employee”
means an employee of the Company or one of its Subsidiaries.


 


2.15       “Employee
Benefit Plan” means any plan or program established by the Company or a Subsidiary for the compensation or benefit of
Employees.


 


2.16       “Excluded
Holder” means the Company, a Subsidiary or any Employee Benefit Plan of the Company or a Subsidiary or any trust holding
Common Stock or other securities pursuant to the terms of an Employee Benefit Plan.


 


2.17       "Good Reason"
means "Good Reason" as defined in an Employee's or Director's written employment or service contract with the Company
and, in the absence of such agreement or definition, means any of the following that occurs coincident with or following a Change
in Control, if not cured and corrected by the Company or its successor within ten (10) business days after written notice thereof
by the Employee or Director to the Company or its successor: (a) material diminution in the individual's authority, duties, or
responsibilities as compared to immediately prior to the occurrence of the Change in Control; (b) material reduction in the Employee's
annual base salary as in effect on the effective date of the Change in Control; or (c) any requirement that the Employee relocate,
by more than 50 miles, the principal location from which the Employee performs services for the Company as compared to such location
immediately prior to the occurrence of the Change in Control; provided, however, that notwithstanding subsection (a) above, the
Employee will not have "Good Reason" to terminate his or her employment merely because the Employee is no longer a senior
executive of a public company and/or has a change in title, duties, authority, responsibilities or reporting structure as a result
of the transaction (including having a reporting relationship within a larger company) provided that the Employee retains a substantially
similar level of responsibilities over the other portions and areas of the business for which he or she exercised responsibility
prior to the transaction.


 






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2.18       “Incentive
Award” means the award or grant of a Stock Option, a Stock Appreciation Right, Restricted Stock, a Restricted Stock Unit,
a Stock Award, or another stock-based or stock-related award, to a Participant pursuant to the Plan.


 


2.19       “Market
Value” shall equal the closing price of Common Stock reported on Nasdaq on the date of grant, exercise or vesting, as
applicable, or if Nasdaq is closed on that date, the last preceding date on which Nasdaq was open for trading and on which shares
of Common Stock were traded. If the Common Stock is not listed on Nasdaq, the Market Value shall be determined by any means deemed
fair and reasonable by the Committee in a manner consistent with the valuation principles of Section 409A of the Code except when
the Committee expressly determines not to use Section 409A valuation principles, which determination shall be final and binding
on all parties.


 


2.20       “Mature
Shares” means shares of Common Stock that a Participant has owned for at least six months and that meet any other holding
requirements established by the Committee for the shares to be used for attestation.


 


2.21       “Nasdaq”
means the NASDAQ National Market, or if the Common Stock is not listed for trading on the NASDAQ National Market on the date in
question, then such other United States-based quotation system or stock exchange on which the Common Stock may be traded on the
date in question.


 


2.22       “Participant”
means a Director or Employee who is granted an Incentive Award under the Plan.


 


2.23       “Performance”
means the level of achievement of the performance goals established by the Committee pursuant to Section 10.1.


 


2.24       “Performance
Measures” means measures as described in Section 10 on which the performance goals are based.


 


2.25       “Performance
Period” means the period of time during which the performance goals must be met to determine the degree of payout, the
vesting, or both, with respect to an Incentive Award that is intended to qualify as Performance-Based Compensation.


 






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2.26       “Performance-Based
Compensation” means compensation under an Incentive Award that satisfies the requirements of Section 162(m) of the Code
for certain “performance-based compensation” paid to Covered Employees. Notwithstanding the foregoing, nothing in this
Plan shall be construed to mean that an Incentive Award which does not satisfy the requirements for performance-based compensation
under Section 162(m) of the Code does not constitute performance-based compensation for other purposes, including Section 409A
of the Code.


 


2.27       “Person”
has the same meaning as set forth in Sections 13(d) and 14(d)(2) of the Act.


 


2.28       “Plan”
means the Community Shores Bank Corporation Stock Incentive Plan of 2016 as set forth herein, as it may be amended from time to
time.


 


2.29       “Restricted
Period” means the period of time during which Restricted Stock, Restricted Stock Units or other stock-based or stock-related
awards that are awarded under the Plan are subject to the risk of forfeiture, restrictions on transfer and other restrictions or
conditions pursuant to Sections 7 or 8. The Restricted Period may differ among Participants and may have different
expiration dates with respect to shares of Common Stock covered by the same Incentive Award.


 


2.30       “Restricted
Stock” means Common Stock awarded to a Participant pursuant to Section 7 of the Plan while such Common Stock remains
subject to the risk of forfeiture, restrictions on transfer and other restrictions or conditions pursuant to Section 7.


 


2.31       “Restricted
Stock Unit” means an award to a Participant pursuant to Section 7 of the Plan and described as a “Restricted
Stock Unit” in Section 7.


 


2.32       “Retirement”
means the voluntary termination of employment by a Participant after he or she has attained the age of 65 or such other age as
may be determined by the Committee in its sole discretion or as otherwise may be set forth in the Incentive Award agreement or
other grant document with respect to a Participant and a particular Incentive Award.


 


2.33       “Stock
Appreciation Right” or “SAR” means a right awarded to a Participant pursuant to Section 6
of the Plan, which shall entitle the Participant to receive cash, Common Stock, other property or a combination thereof, as determined
by the Committee, in an amount equal to or otherwise based on the excess of (a) the Market Value of a share of Common Stock
at the time of exercise over (b) the exercise price of the right, as established by the Committee on the date the award is
granted.


 


2.34       “Stock
Award” means an award of Common Stock awarded to a Participant pursuant to Section 8 of the Plan.


 


2.35       “Stock
Option” means the right to purchase Common Stock at a stated price for a specified period of time. For purposes of the
Plan, a Stock Option may be either an incentive stock option within the meaning of Section 422(b) of the Code or a nonqualified
stock option.


 






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2.36       “Subsidiary”
means any corporation or other entity of which 50% or more of the outstanding voting stock or voting ownership interest is directly
or indirectly owned or controlled by the Company or by one or more Subsidiaries of the Company. The term “Subsidiary”
includes present and future Subsidiaries of the Company.


 


2.37       “Termination”
or “Cessation” of employment shall be considered to occur on the date on which the Employee is no longer
obligated to perform services for the Company or any of its Subsidiaries and the Employee’s right to re-employment is not
guaranteed by statute, contract or written policy of the Company, regardless of whether the Employee continues to receive compensation
from the Company or any of its Subsidiaries after such date. The following shall not be considered such a termination or cessation:
(i) a transfer of an employee among the Company and its Subsidiaries; (ii) a leave of absence, duly authorized in writing by the
Company, for military service or for any other purpose approved by the Company if the period of such leave does not exceed 90 days;
(iii) a leave of absence in excess of 90 days, duly authorized in writing by the Company, provided that the employee’s right
to re-employment is guaranteed by statute, contract or written policy of the Company; or (iv) a termination of employment
as an officer with continued service as an Employee or Director.


 


SECTION 3


 


Administration


 


3.1         Power and Authority.
The Committee shall administer the Plan, and subject to the express provisions of the Plan, the Committee shall be authorized and
empowered to do all things that it determines to be necessary or appropriate in connection with the administration of this Plan.
Any power or authority of the Committee may also be exercised by the Board, except to the extent that the grant or exercise of
such power or authority would cause any Incentive Award or transaction to become subject to (or lose an exemption under) the short-swing
profit recovery provisions of Section 16 of the Act or cause an Incentive Award intended to qualify for treatment as performance-based
compensation under Section 162(m) of the Code not to qualify for such treatment. To the extent that any permitted action taken
by the Board conflicts with action taken by the Committee, the Board action shall control.


 


The Committee may delegate
any, some or all of its record keeping, calculation, payment and other ministerial or administrative authority and responsibility
from time to time to and among one or more individuals, who are members of the Committee or Employees of the Company or its Subsidiaries
or Affiliates, but all actions taken pursuant to delegated authority and responsibility shall be subject to such review, change
and approval by the Committee as the Committee considers appropriate. Except as limited in the Plan, the Committee shall have all
of the express and implied powers and duties set forth in the Bylaws of the Company and the Plan, shall have full power and authority
to interpret the provisions of the Plan and Incentive Awards granted under the Plan and shall have full power and authority to
supervise the administration of the Plan and Incentive Awards granted under the Plan and to make all other determinations and do
all things considered necessary or advisable for the administration of the Plan. All determinations, interpretations and selections
made by the Committee regarding the Plan shall be final and conclusive. The Committee shall hold its meetings at such times and
places as it considers advisable. Action may be taken by a written instrument signed by all of the members of the Committee and
any action so taken shall be fully as effective as if it had been taken at a meeting duly called and held. The Committee shall
prescribe, amend and rescind rules and regulations for the conduct of its business and shall define terms not otherwise defined
herein, in each case as it considers advisable.


 






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3.2         Grants or Awards
to Participants. In accordance with and subject to the provisions of the Plan, the Committee shall have the authority to determine
all provisions of Incentive Awards including, without limitation: (a) the persons who shall be selected as Participants; (b) the
nature and, subject to the limitations set forth in Sections 4.1 and 4.2 of the Plan, extent of the Incentive Awards
to be made to each Participant (including the number of shares of Common Stock to be subject to each Incentive Award, any exercise
or purchase price, the manner in which an Incentive Award will vest or become exercisable and the form of payment for the Incentive
Award); (c) the time or times when Incentive Awards will be granted; (d) the duration of each Incentive Award; and (e) the restrictions
and other conditions to which payment or vesting of Incentive Awards may be subject.


 


3.3         Amendments or
Modifications of Incentive Awards.  Subject to Section 12, the Committee shall have the authority to amend or
modify the terms of any outstanding Incentive Award in any manner, provided that the amended or modified terms are not prohibited
by the Plan as then in effect and provided that such actions do not cause an Incentive Award not otherwise subject to Section 409A
of the Code to become subject to Section 409A of the Code. The Committee shall without limitation, have the authority to: (a) modify
the number of shares or other terms and conditions of an Incentive Award; provided that any increase in the number of shares of
an Incentive Award other than pursuant to Section 4.3 will be considered to be a new grant with respect to such additional
shares for purposes of Section 409A of the Code and such new grant shall be made at Market Value on the date of the new grant;
(b) extend the term of an Incentive Award to a date that is no later than the earlier of the latest date upon which the Incentive
Award could have expired by its terms under any circumstances or the 10th anniversary of the date of grant (for purposes of clarity,
as permitted under Section 409A of the Code, if the term of a Stock Option is extended at a time when the Stock Option exercise
price equals or exceeds the Market Value, it will not be an extension of the term of the Stock Option, but instead will be treated
as a modification of the Stock Option and a new Stock Option will be treated as having been granted); (c) accelerate the exercisability
or vesting or otherwise terminate, waive or modify any restrictions relating to an Incentive Award; (d) accept the surrender of
any outstanding Incentive Award; and (e) to the extent not previously exercised or vested, authorize the grant of new Incentive
Awards in substitution for surrendered Incentive Awards (such grant of new Incentive Awards will be considered to be a new grant
for purposes of Section 409A of the Code and such new grant shall be made at Market Value on the date of the new grant); provided,
that Incentive Awards issued under the Plan may not be repriced, replaced, regranted through cancellation or modified without
shareholder approval if the effect of such repricing, replacement, regrant or modification would be to reduce the exercise price
or base price of such Incentive Awards to the same Participants.


 






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3.4         Indemnification
of Committee Members. No member or former member of the Committee, or any individual or group to whom authority or responsibility
is or has been delegated, shall be personally responsible or liable for any act or omission in connection with the performance
of powers or duties or the exercise of discretion or judgment in the administration and implementation of the Plan. Each person
who is or was a member of the Committee, and any other individual or group exercising delegated authority or responsibility with
respect to the Plan, shall be indemnified and held harmless by the Company from and against any cost, liability or expense imposed
or incurred in connection with such person’s or the Committee’s taking or failing to take any action under the Plan
or the exercise of discretion or judgment in the administration and implementation of the Plan. This Section 3.4 shall not
be construed as limiting the Company’s or any Subsidiary’s ability to terminate or otherwise alter the terms and conditions
of the employment of an individual or group exercising delegated authority or responsibility with respect to the Plan, or to discipline
any such person. Each such person shall be justified in relying on information furnished in connection with the Plan’s administration
by any appropriate person or persons.


 


SECTION 4


 


Shares Subject to the Plan


 


4.1         Number of Shares.
Subject to adjustment as provided in Section 4.3 of the Plan, the total number of shares available for Incentive Awards
under the Plan shall be 500,000 shares of Common Stock, plus all shares subject to Incentive Awards that are canceled, surrendered,
modified, exchanged for substitute Incentive Awards or that expire or terminate prior to the exercise or vesting of the Incentive
Awards in full, whether previously owned or otherwise subject to such Incentive Awards. Notwithstanding the foregoing, in no event
shall any shares of Common Stock issued under this Plan which are used to pay in whole or in part of the option price under a Stock
Option (including but not limited to a net share settlement procedure) or tendered to the Company in satisfaction of any condition
to a Restricted Stock grant be available for issuance under this Plan. Further, the number of shares covered by a Stock Appreciation
Right, to the extent that it is exercised and settled in shares, and whether or not all the shares covered by the Incentive Award
are actually issued to the Employee or Director upon exercise of the Stock Appreciation Right, shall be considered issued or transferred
pursuant to the Plan. Such shares shall be authorized and may be unissued shares, shares issued and repurchased by the Company
(including shares purchased on the open market), shares issued and otherwise reacquired by the Company and shares otherwise held
by the Company.


 


4.2         Limitation Upon
Incentive Awards. No Participant shall be granted, during any calendar year, Incentive Awards with respect to more than 10%
of the total number of shares of Common Stock available for Incentive Awards under the Plan set forth in Section 4.1 of
the Plan, subject to adjustment as provided in Section 4.3 of the Plan, but only to the extent that such adjustment will
not affect the status of any Incentive Award previously issued or that may thereafter be issued as Performance-Based Compensation.
The purpose of this Section 4.2 is to ensure that the Plan provides Performance-Based Compensation, and this Section
4.2 shall be interpreted, administered and amended if necessary to achieve that purpose.


 






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4.3         Adjustments.




 


(a)         Stock
Dividends and Distributions. If the number of shares of Common Stock outstanding changes by reason of a stock dividend, stock
split, recapitalization or other general distribution of Common Stock or other securities to holders of Common Stock, the number
and kind of securities subject to outstanding Incentive Awards and available for issuance under the Plan, and the limitation provided
in Section 4.2, together with applicable exercise prices and base prices, shall be adjusted in such manner and at such time
as shall be equitable under the circumstances. No fractional shares shall be issued pursuant to the Plan and any fractional shares
resulting from such adjustments shall be eliminated from the respective Incentive Awards.


 


(b)         Other
Actions Affecting Common Stock. If there occurs, other than as described in Section 4.3(a), any merger, business combination,
recapitalization, reclassification, subdivision or combination approved by the Board that would result in the persons who were
shareholders of the Company immediately prior to the effective time of any such transaction owning or holding, in lieu of or in
addition to shares of Common Stock, other securities, money and/or property (or the right to receive other securities, money and/or
property) immediately after the effective time of such transaction, then the outstanding Incentive Awards (including exercise prices
and base prices) and reserves for Incentive Awards under the Plan shall be adjusted in such manner and at such time as shall be
equitable under the circumstances. It is intended that in the event of any such transaction, Incentive Awards under the Plan shall
entitle the holder of each Incentive Award to receive (upon exercise in the case of Stock Options and SARs), in lieu of or in addition
to shares of Common Stock, any other securities, money and/or property receivable upon consummation of any such transaction by
holders of Common Stock with respect to each share of Common Stock outstanding immediately prior to the effective time of such
transaction; upon any such adjustment, holders of Incentive Awards under the Plan shall have only the right to receive in lieu
of or in addition to shares of Common Stock such other securities, money and/or other property as provided by the adjustment.


 






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SECTION 5


 


Stock Options


 


5.1         Grant. A
Participant may be granted one or more Stock Options under the Plan. No Participant shall have any rights as a shareholder with
respect to any shares of stock subject to Stock Options granted hereunder until said shares have been issued. For purposes of determining
the number of shares available under the Plan, each Stock Option shall count as the number of shares of Common Stock subject to
the Stock Option. Stock Options shall be subject to such terms and conditions, consistent with the other provisions of the Plan,
as may be determined by the Committee in its sole discretion. The Committee, in its sole discretion, may establish vesting schedules
(i) based upon Company performance, or (ii) that extend over a period of time selected by the Committee. In addition, the Committee
may vary, among Participants and among Stock Options granted to the same Participant, any and all of the terms and conditions of
the Stock Options granted under the Plan. Subject to the limitation imposed by Section 4.2 of the Plan, the Committee shall
have complete discretion in determining the number of Stock Options granted to each Participant. The Committee may designate whether
or not a Stock Option is to be considered an incentive stock option as defined in Section 422(b) of the Code; provided,
that the number of shares of Common Stock that may be designated as subject to incentive stock options for any given Participant
shall be limited to that number of shares that become exercisable for the first time by the Participant during any calendar year
(under all plans of the Company and its Subsidiaries) and have an aggregate Market Value less than or equal to $100,000 (or such
other amount as may be set forth in relevant sections of the Code) and all shares subject to an Incentive Award that have a Market
Value in excess of such aggregate amount shall automatically be subject to Stock Options that are not incentive stock options.
No Stock Option granted to a Director who is not an Employee shall be considered an incentive stock option under Section 422(b)
of the Code. A Stock Option that is characterized as an incentive stock option will be treated as a non-incentive stock option
if and to the extent such Stock Option does not qualify as an incentive stock option.


 


5.2         Stock Option
Agreements. Stock Options shall be evidenced by stock option agreements, certificates of award, or both, containing the terms
and conditions applicable to such Stock Options. To the extent not covered by a stock option agreement or certificate of award,
the terms and conditions of this Section 5 shall govern.


 


5.3         Stock Option
Exercise Price. The per share Stock Option exercise price shall be determined by the Committee, but shall be a price that is
equal to or greater than 100% of the Market Value (or such higher amount as may be necessary under Section 5.5 below). The
date of grant of a Stock Option shall be the date the Stock Option is authorized by the Committee or a future date specified by
the Committee as the date for issuing the Stock Option.


 


5.4         Medium and Time
of Payment. The exercise price for each share purchased pursuant to a Stock Option granted under the Plan shall be payable
in cash or, if the Committee consents or provides in the applicable stock option agreement or grant, in Mature Shares or other
consideration substantially equivalent to cash. The time and terms of payment may be amended with the consent of a Participant
before or after exercise of a Stock Option, provided that such amendment would not cause a Stock Option to become subject to Section
409A of the Code. The Committee may implement a program for the broker-assisted cashless exercise of Stock Options.


 






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5.5         Stock Options
Granted to 10% Shareholders. No Stock Option granted to any Participant who at the time of such grant owns, together with stock
attributed to such Participant under Section 424(d) of the Code, more than 10% of the total combined voting power of all classes
of stock of the Company or any of its Subsidiaries may be designated as an incentive stock option, unless such Stock Option provides
an exercise price equal to at least 110% of the Market Value and the exercise of the Stock Option after the expiration of five
years from the date of grant of the Stock Option is prohibited by its terms.


 


5.6         Limits on Exercisability.
Except as set forth in Section 5.5, Stock Options shall be exercisable for such periods, not to exceed 10 years from
the date of grant, as may be fixed by the Committee. At the time of exercise of a Stock Option, the holder of the Stock Option,
if requested by the Committee, must represent to the Company that the shares are being acquired for investment and not with a view
to the distribution thereof. The Committee may in its discretion require a Participant to continue the Participant’s service
with the Company or its Subsidiaries for a certain length of time prior to a Stock Option becoming exercisable and may eliminate
such delayed vesting provisions. Notwithstanding the foregoing, each Stock Option grant shall provide for a minimum one-year vesting
condition.


 


5.7         Restrictions
on Transferability. 


 


(a)         General.
Unless the Committee otherwise consents or permits (before or after the stock option grant) or unless the stock option agreement
or grant provides otherwise, Stock Options granted under the Plan may not be sold, exchanged, transferred, pledged, assigned or
otherwise alienated or hypothecated except by will or the laws of descent and distribution, and, as a condition to any transfer
permitted by the Committee or the terms of the stock option agreement or grant, the transferee must execute a written agreement
permitting the Company to withhold from the shares subject to the Stock Option a number of shares having a Market Value at least
equal to the amount of any federal, state or local withholding or other taxes associated with or resulting from the exercise of
a Stock Option. All provisions of a Stock Option that are determined with reference to the Participant, including without limitation
those that refer to the Participant’s employment with the Company or its Subsidiaries, shall continue to be determined with
reference to the Participant after any transfer of a Stock Option.


 


(b)         Other
Restrictions. The Committee may impose other restrictions on any shares of Common Stock acquired pursuant to the exercise of
a Stock Option under the Plan as the Committee deems advisable, including, without limitation, holding periods or further transfer
restrictions, forfeiture or “claw-back” provisions, and restrictions under applicable federal or state securities laws.


 


5.8         Termination of
Employment or Directorship Status. Unless the Committee otherwise consents or permits (before or after the stock option
grant) or unless the stock option agreement or grant provides otherwise:


 


(a)         General.
If a Participant ceases to be a Director or an Employee for any reason other than the Participant’s death, Disability, Retirement
(in the case of Employees only) or termination for Cause, the Participant may exercise his or her Stock Options in accordance with
their terms for a period of three months after such termination of employment or directorship status, but only to the extent the
Participant was entitled to exercise the Stock Options on the date of termination.


 






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(b)         Death.
If a Participant dies either while an Employee or Director or after the termination of employment or directorship other than
for Cause but during the time when the Participant could have exercised a Stock Option, the Stock Option issued to such Participant
shall be exercisable in accordance with its terms by the personal representative of such Participant or other successor to the
interest of the Participant for one year after the Participant’s death, but only to the extent that the Participant was entitled
to exercise the Stock Option on the date of death or termination of employment or directorship, whichever first occurred, and not
beyond the original terms of the Stock Option.


 


(c)         Disability.
If a Participant ceases to be an Employee or Director of the Company or one of its Subsidiaries due to the Participant’s
Disability, the Participant may exercise his or her Stock Options in accordance with their terms for one year following such termination
of employment or directorship, but only to the extent that the Participant was entitled to exercise the Stock Options on the date
of such event and not beyond the original terms of the Stock Options.


 


(d)         Participant
Retirement. If a Participant Retires as an Employee, Stock Options granted under the Plan to that Participant may be
exercised in accordance with their terms during the remaining terms of the Stock Options.


 


(e)         Termination
for Cause. If a Participant’s employment is terminated for Cause or the Participant is removed as a Director for
Cause, the Participant shall have no further right to exercise any Stock Options previously granted (whether or not vested) and
all of the Participant’s outstanding Stock Options shall automatically be forfeited and returned to the Company. The Committee
or officers designated by the Committee shall have absolute discretion to determine whether a termination or removal is for Cause.


 


SECTION 6


 


Stock Appreciation Rights


 


6.1         Grant. A
Participant may be granted one or more Stock Appreciation Rights under the Plan and such SARs shall be subject to such terms and
conditions, consistent with the other provisions of the Plan, as shall be determined by the Committee in its sole discretion. A
SAR may relate to a particular Stock Option and may be granted simultaneously with or subsequent to the Stock Option to which it
relates. Except to the extent otherwise modified in the grant, (i) SARs not related to a Stock Option shall be granted subject
to the same terms and conditions applicable to Stock Options as set forth in Section 5, and (ii) all SARs related to Stock
Options granted under the Plan shall be granted subject to the same restrictions and conditions and shall have the same vesting,
exercisability, forfeiture and termination provisions as the Stock Options to which they relate. SARs may be subject to additional
restrictions and conditions. The per-share base price for exercise or settlement of SARs shall be determined by the Committee,
but shall be a price that is equal to or greater than the Market Value of such shares. Other than as adjusted pursuant to Section
4.3, the base price of SARs may not be reduced without shareholder approval (including canceling previously awarded SARs and
regranting them with a lower base price).


 






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6.2         Exercise; Payment.
To the extent a SAR relates to a Stock Option, the SAR may be exercised only when the related Stock Option could be exercised and
only when the Market Value of the shares subject to the Stock Option exceed the exercise price of the Stock Option. When a Participant
exercises such SARs, the Stock Options related to such SARs shall automatically be cancelled with respect to an equal number of
underlying shares. SARs shall only be paid in cash or in shares of Common Stock. For purposes of determining the number of shares
available under the Plan, each Stock Appreciation Right shall count as one share of Common Stock, without regard to the number
of shares, if any, that are issued upon the exercise of the Stock Appreciation Right and upon such payment. 


 


SECTION 7


 


Restricted Stock and Restricted Stock Units


 


7.1         Grant. Subject
to the limitations set forth in Sections 4.1 and 4.2 of the Plan, Restricted Stock and Restricted Stock Units may
be granted to Participants under the Plan. Shares of Restricted Stock are shares of Common Stock the retention, vesting and/or
transferability of which is subject, during specified periods of time, to such conditions (including continued employment and/or
achievement of one or more performance goals established by the Committee pursuant to Section 10) and terms as the Committee
deems appropriate, but in no case shall the Committee provide for any deferral of compensation after such conditions and terms
are satisfied. Restricted Stock Units are Incentive Awards denominated in units of Common Stock under which the issuance of shares
of Common Stock is subject to such conditions (including continued employment and/or achievement of one or more performance goals
established by the Committee pursuant to Section 10) and terms as the Committee deems appropriate. For purposes of determining
the number of shares available under the Plan, each Restricted Stock Unit shall count as the number of shares of Common Stock subject
to the Restricted Stock Unit. Unless determined otherwise by the Committee, each Restricted Stock Unit shall be equal to one share
of Common Stock and shall entitle a Participant to either shares of Common Stock or an amount of cash determined with reference
to the value of shares of Common Stock. To the extent determined by the Committee, Restricted Stock and Restricted Stock Units
may be satisfied or settled in cash, in shares of Common Stock or in a combination thereof. Restricted Stock Units shall be settled
no later than the 15th day of the third month after the Restricted Stock Units vest. Restricted Stock and Restricted Stock Units
granted pursuant to the Plan need not be identical but shall be consistent with the terms of the Plan. Subject to the requirements
of applicable law, the Committee shall determine the price, if any, at which awards of Restricted Stock or Restricted Stock Units,
or shares of Common Stock issuable pursuant to Restricted Stock Unit awards, shall be sold or awarded to a Participant, which may
vary from time to time and among Participants.


 






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7.2         Restricted Stock
Agreements. Awards of Restricted Stock and Restricted Stock Units shall be evidenced by restricted stock or restricted
stock unit agreements or certificates of award containing such terms and conditions, consistent with the provisions of the Plan,
as the Committee shall from time to time determine. Shares of Restricted Stock not evidenced by a certificate shall be recorded
in “book entry” form in the Company’s stock records. Unless the restricted stock or restricted stock unit agreement
or certificate of award provides otherwise, awards of Restricted Stock and Restricted Stock Units shall be subject to the terms
and conditions set forth in this Section 7.


 


7.3         Vesting.
The grant, issuance, retention and vesting of shares of Restricted Stock and Restricted Stock Units and the settlement of Restricted
Stock Units shall occur at such time and in such installments as determined by the Committee or under criteria established by the
Committee. The Committee shall have the right to make the timing of the grant and/or issuance of, the ability to retain and the
vesting and/or the settlement of Restricted Stock Units and shares of Restricted Stock subject to continued employment, passage
of time and/or Performance Measures as deemed appropriate by the Committee. In no event shall the grant, issuance, retention, vesting
or settlement of shares of Restricted Stock or Restricted Stock Units that is based on Performance Measures or a level of achievement
measured against Performance Measures be subject to a performance period of less than one year. No condition that is based upon
continued employment or the passage of time shall provide for vesting or settlement in full of Restricted Stock or Restricted Stock
Units over a period of less than one year from the date the Award is made, other than as a result of or upon the death, Disability
or Retirement of the Participant or a Change in Control.


 


7.4         Termination of
Employment or Directorship Status. Unless the Committee otherwise consents or permits (before or after the grant or
Restricted Stock or Restricted Stock Units) or unless the restricted stock or restricted stock unit agreement or grant provides
otherwise:


 


(a)         General.
 Except as set forth in Section 7.4(b) below, if a Participant ceases to be a Director or Employee during the Restricted
Period, the Participant shall have no further right to retain or receive any Restricted Stock or Restricted Stock Units and all
Restricted Stock and Restricted Stock Units still subject to restrictions at the date of such termination shall automatically be
forfeited and returned to the Company.


 


(b)         Death,
Retirement or Disability. If (i) a Participant’s employment or directorship with the Company is terminated because of
death, Disability or (in the case of Employees only) Retirement during the Restricted Period, or (ii) the Company terminates a
Participant’s employment other than for Cause, then all restrictions remaining on any or all shares of Restricted Stock and
Restricted Stock Units shall terminate automatically with respect to that respective number of such shares or Restricted Stock
Units (rounded to the nearest whole number) equal to the respective total number of such shares or Restricted Stock Units granted
to such Participant multiplied by the number of full months that have elapsed since the date of grant divided by the total number
of full months in the respective Restricted Period. All remaining shares of Restricted Stock and Restricted Stock Units shall be
forfeited and returned to the Company. The Committee may, in its sole discretion, waive the restrictions remaining on and forfeiture
of any or all such remaining shares of Restricted Stock and Restricted Stock Units either before or after the death, Disability
or Retirement of the Participant. Any termination of a Participant because of Disability shall be deemed a termination by the Participant.


 






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7.5         Restrictions
on Transferability.


 


(a)         General.
Unless the Committee otherwise consents or permits or unless the terms of the restricted stock or restricted stock unit agreement
or grant provide otherwise: (i) neither shares of Restricted Stock nor Restricted Stock Units may be sold, exchanged, transferred,
pledged, assigned or otherwise alienated or hypothecated during the Restricted Period except by will or the laws of descent and
distribution; and (ii) all rights with respect to Restricted Stock and Restricted Stock Units granted to a Participant under the
Plan shall be exercisable during the Participant’s lifetime only by such Participant or his or her guardian or legal representative.


 


(b)         Other
Restrictions. The Committee may impose other restrictions on any shares of Common Stock acquired pursuant to an award of Restricted
Stock or issuable pursuant to Restricted Stock Unit awards under the Plan as the Committee considers advisable, including, without
limitation, holding periods or further transfer restrictions, forfeiture or “claw-back” provisions, and restrictions
under applicable federal or state securities laws.


 


7.6         Legending of
Restricted Stock. In addition to any other legend that may be set forth on a Participant’s share certificate, any certificates
evidencing shares of Restricted Stock awarded pursuant to the Plan shall bear the following legend:


 


The shares represented by this certificate
were issued subject to certain restrictions under the Community Shores Bank Corporation Stock Incentive Plan of 2016 (the “Plan”).
This certificate is held subject to the terms and conditions contained in a restricted stock agreement that includes a prohibition
against the sale or transfer of the stock represented by this certificate except in compliance with that agreement and that provides
for forfeiture upon certain events. Copies of the Plan and the restricted stock agreement are on file in the office of the Secretary
of the Company.


 


The Committee may require that certificates
representing shares of Restricted Stock be retained and held in escrow by a designated employee or agent of the Company or any
Subsidiary until any restrictions applicable to shares of Restricted Stock so retained have been satisfied or lapsed.


 






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7.7         Rights as a Shareholder.
Unless the Committee otherwise determines or unless the terms of the applicable restricted stock agreement, restricted stock
unit agreement or grant provide otherwise, a Participant shall not have the right to receive dividends or other distributions with
respect to (a) Restricted Stock held by the Participant during the Restricted Period, or (b) shares of Common Stock underlying
unvested Restricted Stock Units held by the Participant.


 


7.8         Voting Rights.
Unless otherwise determined by the Committee, Participants holding shares of Restricted Stock granted hereunder may not exercise
voting rights with respect to those shares during the Restricted Period. Participants shall have no voting rights with respect
to shares of Common Stock underlying Restricted Stock Units unless and until such shares are issued and outstanding shares on the
Company’s stock ledger.


 


SECTION 8


 


Stock-Based Awards


 


8.1         Grant. Subject
to the limitations set forth in Sections 4.1 and 4.2 of the Plan, in addition to any Stock Options, Stock Appreciation
Rights, Restricted Stock, or Restricted Stock Units that a Participant may be granted under the Plan, a Participant may be granted
one or more other types of awards based on or related to shares of Common Stock (including the grant of Stock Awards). Such awards
shall be subject to such terms and conditions, consistent with the other provisions of the Plan, as may be determined by the Committee
in its sole discretion, but in no case shall the Committee provide for any deferral of compensation after such conditions and terms
are satisfied. Notwithstanding the previous sentence, Stock Awards shall be settled no later than the 15th day of the third month
after the awards vest. Such awards shall be expressed in terms of shares of Common Stock or denominated in units of Common Stock.
For purposes of determining the number of shares available under the Plan, each such unit shall count as the number of shares of
Common Stock to which it relates.


 


8.2         Rights as a Shareholder.


 


(a)         Stock
Awards. A Participant shall have all voting, dividend, liquidation and other rights with respect to shares of Common Stock
issued to the Participant as a Stock Award under this Section 8 upon the Participant becoming the holder of record of the
Common Stock granted pursuant to such Stock Award; provided, that the Committee may impose such restrictions on the assignment
or transfer of Common Stock awarded pursuant to a Stock Award as it considers appropriate. Any dividend payment with respect to
a Stock Award shall be made no later than the end of the calendar year in which the dividends are paid to shareholders, or, if
later, the 15th day of the third month following the date the dividends are paid to shareholders.


 






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(b)         General.
With respect to shares of Common Stock subject to awards granted under the Plan other than Stock Options, Stock Appreciation Rights,
Restricted Stock, Restricted Stock Units and Stock Awards, a Participant shall have such rights as determined by the Committee
and set forth in the respective award agreements; and the Committee may impose such restrictions on the assignment or transfer
of Common Stock awarded pursuant to such awards as it considers appropriate.


 


SECTION 9


 


Change in Control


 


If a Change in Control
occurs, the parties may agree that outstanding Incentive Awards shall be assumed by, or converted into a substitute award for or
with respect to shares of common stock of, the successor or acquiring company (or a parent company thereof) on an economically
equivalent basis. The vesting and other terms of any such assumed or substitute award shall be substantially the same as the vesting
and other terms and conditions of the original Incentive Award, provided that (a) if the assumed or substituted award is a Stock
Option or SAR, the number of shares and exercise or base price shall be adjusted in accordance with the principles set forth in
Sections 1.424-1(a)(5) and 1.409A-1(b)(5)(v)(D) of the Treasury regulations, and (b) if the assumed or substituted Incentive Award
is not a Stock Option or SAR, the number of shares covered by the assumed or substitute Award will be based upon the Change in
Control transaction value of the Company's outstanding shares. If the original Incentive Award is subject to the satisfaction of
any performance conditions, then, unless the Committee determines otherwise, such performance conditions shall be deemed to have
been satisfied at the target performance level for purposes of determining the extent to which the Incentive Award is earned. If
within one year following a Change in Control, a Participant's employment or other service terminates due to the death or Disability
or is terminated by the Company or a successor or acquiring company (or any of its or their affiliates) without Cause or by the
recipient for Good Reason, then any outstanding assumed or substitute awards held by such terminated Participant shall immediately
be fully vested, and any outstanding assumed or substitute Stock Options and SARs will remain outstanding for at least 180 days
after such termination of employment or service (or, if earlier, until the expiration of their original stated terms).


 


Unless the Committee, acting
in its discretion, prescribes an economically equivalent alternative approach, if a Change in Control occurs and if the parties
do not agree that an outstanding Incentive Award shall be assumed or substituted by the successor or acquiring company (or a parent
company thereof) pursuant to this Section, then such Incentive Award will be deemed fully vested and any performance conditions
applicable to such Incentive Award will be deemed satisfied at the target performance level for purposes of determining the extent
to which the Incentive Award is earned. Each such Incentive Award shall be cancelled immediately prior to the effective time of
the Change in Control in exchange for an amount equal to the per share consideration received by the holders of outstanding shares
in the Change in Control transaction, reduced in the case of a Stock Option or SAR by the exercise or base price for such shares.
No consideration will be payable in respect of the cancellation of a Stock Option or SAR with an exercise or base price per share
that is equal to or greater than the value of the Change in Control transaction consideration per share. The amount payable with
respect to the cancellation of an outstanding Award pursuant to this section will be paid in cash, unless the parties to the Change
in Control agree that some or all of such amount will be payable in the form of freely tradable shares of common stock of the successor
or acquiring company (or a parent company thereof).


 






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SECTION 10


 


Performance Measures


 


10.1       Performance
Measures. Unless and until the Committee proposes for shareholder vote and the shareholders approve a change in the general
Performance Measures set forth in this Section 10, the performance goals upon which the payment or vesting of an Incentive
Award to a Covered Employee that is intended to qualify as Performance-Based Compensation may be based shall be limited
to the following Performance Measures:


 


		(a)	Net income (before or after taxes, interest, depreciation, and/or amortization);



		(b)	Net income per share;



		(c)	Return on equity;



		(d)	Cash earnings;



		(e)	Cash earnings per share (reflecting dilution of the Common Stock as the Committee deems appropriate and, if the Committee so
determines, net of or including dividends);



		(f)	Cash earnings return on equity;



		(g)	Operating income;



		(h)	Operating income per share;



		(i)	Operating income return on equity;



		(j)	Return on assets;



		(k)	Cash flow;



		(l)	Cash flow return on capital;



		(m)	Return on capital;



		(n)	Productivity ratios;



		(o)	Share price (including without limitation growth measures, total shareholder return or comparison
to indices);



		(p)	Expense or cost levels;



		(q)	Margins;



		(r)	Customer satisfaction, satisfaction based on specified objective goals or a Company-sponsored customer
survey;



		(s)	Economic value added measurements;



		(t)	Market share or market penetration with respect to specific designated products or services, product
or service groups and/or specific geographic areas;



		(u)	Non-interest income;



		(v)	Net interest income;



 






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		(w)	Deposit growth; and



		(x)	Loan growth.



 


One or more Performance Measures may be used
to measure the performance of one or more of the Company, its Subsidiaries, its Affiliates or any combination of the foregoing,
compared to pre-determined levels, as the Committee may deem appropriate, or compared to the performance of a pre-established peer
group, or published or special index that the Committee, in its sole discretion, deems appropriate. The Committee also has the
authority to provide for accelerated vesting of any Incentive Award based on the achievement of performance goals pursuant to the
Performance Measures specified in this Section 10.


 


10.2       Evaluation of
Performance. The Committee may provide in any such Incentive Award that any evaluation of Performance may include or exclude
any of the following events or their effects that occurs during a Performance Period: (a) asset write-downs, (b) litigation
or claim judgments or settlements, (c) changes in tax laws, accounting principles, or other laws or provisions affecting reported
results, (d) any reorganization and restructuring programs, (e) extraordinary nonrecurring items as described in Financial
Accounting Standards Board Accounting Standards Codification Topic 225-20 and/or in management’s discussion and analysis
of financial condition and results of operations appearing in the Company’s annual report to shareholders for the applicable
fiscal year, (f) acquisitions, mergers, divestitures or accounting changes, (g) amortization of goodwill or other intangible
assets, (h) discontinued operations, and (i) other special charges or extraordinary items. To the extent such inclusions or exclusions
affect Incentive Awards to Covered Employees, they shall be prescribed in a form that meets the requirements of Section 162(m)
of the Code for deductibility.


 


10.3       Committee Discretion.
In the event that applicable tax laws, securities laws, or both, change to permit Committee discretion to alter the governing Performance
Measures without obtaining shareholder approval of such changes, the Committee shall have sole discretion to make such changes
without obtaining shareholder approval. In addition, in the event that the Committee determines that it is advisable to grant Incentive
Awards that shall not qualify as Performance-Based Compensation, the Committee may make such grants without satisfying the requirements
of Section 162(m) of the Code and may base vesting on Performance Measures other than those set forth in Section 10.1.


 


10.4       Adjustment of
Performance-Based Compensation. Incentive Awards that are designed to qualify as Performance-Based Compensation, and that are
held by Covered Employees, may not be increased or adjusted upward. The Committee shall retain the discretion to decrease or adjust
such Incentive Awards downward, and such Incentive Awards may be forfeited in whole or in part.


 


10.5       Performance-Based
Compensation Conditioned on Performance. Payment of Performance-Based Compensation to a Participant for a Performance
Period under this Plan shall be entirely contingent upon achievement of the performance goals established by the Committee pursuant
to this Section 10, the satisfaction of which must be substantially uncertain when established by the Committee for the
Performance Period.


 






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10.6       Time of Determination
of Performance Goals by Committee. All performance goals to be made by the Committee for a Performance Period pursuant to this
Section 10 shall be established in writing by the Committee during the first 90 days of such Performance Period and before
25% of the Performance Period has elapsed.


 


10.7       Section 162(m)
Purpose. It is intended that the Plan may provide performance-based compensation under Section 162(m) of the Code, and the
Plan shall be interpreted, administered and amended if necessary to achieve that purpose.


 


10.8       Objective Standards.
Performance-Based Compensation shall be based solely upon objective criteria, consistent with this Section 10, from which
an independent third party with knowledge of the facts could determine whether the performance goal or range of goals is met and
from that determination could calculate the Performance-Based Compensation to be paid. Although the Committee has authority to
exercise reasonable discretion to interpret this Plan and the criteria it shall specify pursuant to this Section 10 of the
Plan, it may not amend or waive such criteria after the 90th day of the respective Performance Period. The Committee shall have
no authority or discretion to increase any Performance-Based Compensation or to construct, modify or apply the measurement of a
Participant’s Performance in a manner that will directly or indirectly increase the Performance-Based Compensation for the
Participant for any Performance Period above the amount determined by the applicable objective standards established within the
time period set forth in Section 10.6.


 


Section 11


 


General Provisions


 


11.1       No Rights to
Incentive Awards. No Participant or other person shall have any claim to be granted any Incentive Award under
the Plan and there is no obligation of uniformity of treatment of Participants or holders or beneficiaries of Incentive Awards
under the Plan. The terms and conditions of Incentive Awards of the same type and the determination of the Committee to grant a
waiver or modification of any Incentive Award and the terms and conditions thereof need not be the same with respect to each Participant
or the same Participant.


 


11.2       Withholding.
The Company or a Subsidiary shall be entitled to: (a) withhold and deduct from future wages of a Participant (or from other
amounts that may be due and owing to a Participant from the Company or a Subsidiary), or make other arrangements for the collection
of, all legally required amounts necessary to satisfy any and all federal, state, local and other withholding and employment-related
tax requirements attributable to an Incentive Award, including, without limitation, taxes on income deemed to be recognized as
a result of grant, exercise or vesting of, or payment of dividends with respect to, an Incentive Award or a disqualifying disposition
of Common Stock received upon exercise of an incentive stock option; or (b) require a Participant promptly to remit the amount
of such withholding to the Company before taking any action with respect to an Incentive Award. Unless the Committee determines
otherwise, withholding may be satisfied by withholding Common Stock to be received upon exercise or vesting of an Incentive Award
or by delivery to the Company of previously owned Common Stock. The Company may establish such rules and procedures concerning
timing of any withholding election as it deems appropriate. In addition, the Company may reasonably delay the issuance or delivery
of shares of Common Stock pursuant to an Incentive Award as it determines appropriate to address tax withholding and other administrative
matters.


 






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11.3       Compliance with
Laws; Listing and Registration of Shares. All Incentive Awards granted under the Plan (and all issuances of Common Stock
or other securities under the Plan) shall be subject to all applicable laws, rules and regulations, and to the requirement that
if at any time the Committee shall determine, in its discretion, that the listing, registration or qualification of the shares
covered thereby upon any securities exchange or under any state or federal law, or the consent or approval of any governmental
regulatory body, is necessary or desirable as a condition of, or in connection with, the grant of such Incentive Award or the issuance
or purchase of shares thereunder, such Incentive Award may not be exercised in whole or in part, or the restrictions on such Incentive
Award shall not lapse, unless and until such listing, registration, qualification, consent or approval shall have been effected
or obtained free of any conditions not acceptable to the Committee.


 


11.4       No Limit on
Other Compensation Arrangements. Nothing contained in the Plan shall prevent the Company or any Subsidiary from adopting,
continuing in effect or discontinuing other or additional compensation arrangements, including the grant of Stock Options and other
stock-based and stock-related awards, and such arrangements may be either generally applicable or applicable only in specific cases.


 


11.5       No Right to
Employment. The grant of an Incentive Award shall not be construed as giving a Participant the right to be retained
as an Employee or Director of the Company or any Subsidiary. The Company or any Subsidiary may at any time dismiss a Participant
from employment, free from any liability or any claim under the Plan, unless otherwise expressly provided in the Plan or in any
written agreement with the Participant.


 


11.6       No Liability
of Company. The Company and any Subsidiary or Affiliate which is in existence or hereafter comes into existence shall not be
liable to a Participant or any other person as to: (a) the non-issuance or non-sale of Common Stock as to which the Company
has been unable to obtain from any regulatory body having jurisdiction the authority deemed by the Company’s counsel to be
necessary to the lawful issuance and sale of any shares hereunder; (b) any tax consequence to any Participant or other person
due to the receipt, exercise or settlement of any Incentive Award granted hereunder; and (c) any provision of law or legal
restriction that prohibits or restricts the transfer of shares of Common Stock issued pursuant to any Incentive Award.


 


11.7       Suspension of
Rights under Incentive Awards. The Company, by written notice to a Participant, may suspend a Participant’s and any transferee’s
rights under any Incentive Award for a period not to exceed 60 days while the termination for Cause of that Participant’s
employment with the Company and its Subsidiaries is under consideration or while the removal for Cause of the Participant as a
Director is under consideration.


 






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11.8       Governing Law.
The validity, construction and effect of the Plan and any rules and regulations relating to the Plan shall be determined in
accordance with the laws of the State of Michigan and applicable federal law.


 


11.9       Severability.
In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall
not affect the remaining provisions of the Plan and the Plan shall be construed and enforced as if the illegal or invalid provision
had not been included, unless such construction would cause the Plan to fail in its essential purposes.


 


11.10     Claw Back Conditions.
Notwithstanding anything to the contrary contained herein or in an agreement or certificate evidencing an Incentive Award,
Incentive Awards and benefits otherwise provided by Incentive Awards made under the Plan shall be subject to the Company’s
incentive compensation claw back policies as in effect from time to time, and, as applicable, the claw back requirements of Section
954 of the Dodd-Frank Act.


 


SECTION 12


 


Termination and Amendment


 


12.1       Board and Committee
Actions. The Board may terminate the Plan at any time or may from time to time amend or alter the Plan or any aspect of it;
provided, that no such amendment may be made, without the approval of shareholders of the Company, that would (i) except
as provided in Section 4.3, reduce the exercise price at which Stock Options, or the base price at which Stock Appreciation
Rights, may be granted below the prices provided for in Sections 5.3 and 6.1, respectively, (ii) except as provided
in Section 4.3, reduce the exercise price of outstanding Stock Options or the base price of outstanding Stock Appreciation
Rights, (iii) increase the individual maximum limits in Section 4.2, or (iv) otherwise amend the Plan in any manner
requiring shareholder approval by law or under Nasdaq listing requirements or other applicable Nasdaq rules.


 


12.2       No Impairment.
Notwithstanding anything to the contrary in Section 12.1, no such amendment or alteration to the Plan or to any previously
granted award agreement or Incentive Award shall be made which would impair the rights of the holder of the Incentive Award, without
such holder’s consent; provided, that no such consent shall be required if the Committee determines in its sole discretion
and prior to the date of any Change in Control that such amendment or alteration either is required or advisable in order for the
Company, the Plan or the Incentive Award to satisfy any law or regulation or to meet the requirements of or avoid adverse tax or
financial accounting consequences under any tax or accounting standard, law or regulation.


 






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SECTION 13


 


Effective Date and Duration of the Plan


 


The Plan shall take effect
March 30, 2016, subject to approval by the shareholders at the 2016 Annual Meeting of Shareholders or any adjournment thereof or
at a Special Meeting of Shareholders. Unless earlier terminated by the Board of Directors, no Incentive Award shall be granted
under the Plan after March 29, 2026.


 






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