Exhibit 10.2


 


HMS HOLDINGS CORP.


2016 OMNIBUS INCENTIVE PLAN


 


 


		SECTION 	 1.             
Purpose



 


The purpose of the HMS Holdings Corp. 2016 Omnibus Incentive Plan (the
“Plan”) is to furnish a material incentive to employees and non-employee Directors of the Company and its subsidiaries
by making available to them the benefits of a larger common stock ownership in the Company through stock options and awards. It
is believed that these increased incentives stimulate the efforts of employees and non-employee Directors towards the continued
success of the Company and its affiliates, as well as assist in the recruitment of new employees and non-employee Directors.


 


		SECTION	  2.              Definitions



 


As used in the Plan, the following terms shall have the meanings set
forth below:


 


(a)     “Affiliate”
shall mean any Person that directly, or through one or more intermediaries, controls, or is controlled by, or is under common control
with, the Company.


 


(b)     “Award”
shall mean any Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit Award, Performance Share, Performance
Unit, Dividend Equivalent or any other right, interest or option relating to Shares granted pursuant to the provisions of the Plan.


 


(c)     “Award
Agreement” shall mean any written or electronic agreement, contract or other instrument or document evidencing any Award
granted by the Committee hereunder, which in the sole and absolute discretion of the Committee may, but need not, be signed or
acknowledged by the Company and the Participant.


 


(d)     “Award
Period” shall have the meaning set forth in Section 9 of the Plan.


 


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


 


(f)      “Change
in Control” shall mean the occurrence of any of the following events:


 


(i)the acquisition by a Person or group (within the meaning of Section 13(d)(3)
or 14(d)(2) of the Exchange Act of beneficial ownership of any capital stock of the Company if, after such acquisition, such Person
or group beneficially owns (within the meaning of Rule 13d-3 under the Exchange Act) 50.01% or more of either (x) the then-outstanding
shares of common stock of the Company (the “Outstanding Company Common Stock”) or (y) the combined voting power of
the then-outstanding securities of the Company entitled to vote generally in the election of directors (the “Outstanding
Company Voting Securities”); provided, however, that for purposes of this subsection any acquisition directly from the Company
will not be a Change in Control, nor will any acquisition by any individual, entity, or group pursuant to a Business Combination
(as defined below) that complies with subclauses (x) and (y) of clause (ii) of this definition;


 


(ii)the consummation of a merger, consolidation, reorganization, recapitalization
or share exchange involving the Company or a sale or other disposition of all or substantially all (i.e., in excess of 85%) of
the assets of the Company (a “Business Combination”), unless, immediately following such Business Combination, each
of the following two conditions is satisfied: (x) all or substantially all of the individuals and entities who were the beneficial
owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock and the combined voting
power of the then-outstanding securities entitled to vote generally in the election of directors, respectively, of the resulting
or acquiring corporation in such Business Combination (which shall include a corporation that as a result of such transaction owns
the Company or substantially all of the Company’s assets either directly or through one or more subsidiaries) (such resulting
or acquiring corporation is referred to herein as the “Acquiring Corporation”) in substantially the same proportions
as their ownership of the Outstanding Company Common Stock and Outstanding Company Voting Securities, respectively, immediately
prior to such Business Combination and (y) no Person beneficially owns, directly or indirectly, 50.01% or more of the then-outstanding
shares of common stock of the Acquiring Corporation, or of the combined voting power of the then-outstanding securities of such
corporation entitled to vote generally in the election of directors (except to the extent that such ownership existed prior to
the Business Combination); or


 






    	 



     

    

(iii)a change in the composition of the Board that results, during any one
year period, in the Continuing Directors (as defined below) no longer constituting a majority of the Board (or, if applicable,
the Board of Directors of a successor corporation to the Company), where the term “Continuing Director” means at any
date a member of the Board (x) who was a member of the Board on the Effective Date or (y) who was nominated or elected subsequent
to such date by at least a majority of the directors who were Continuing Directors at the time of such nomination or election or
whose election to the Board was recommended or endorsed by at least a majority of the directors who were Continuing Directors at
the time of such nomination or election; provided, however, that there shall be excluded from this clause (y) any individual whose
initial assumption of office after the Effective Date occurred 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;


 


provided that, solely with respect to an Award that constitutes “deferred
compensation” subject to Section 409A of the Code (“Section 409A”) and that is payable on account of a Change
in Control (including any installments or stream of payments that are accelerated on account of a Change in Control), a Change
in Control shall occur only if such event also constitutes a “change in the ownership”, “change in effective
control”, and/or a “change in the ownership of a substantial portion of assets” of the Company as those terms
are defined under Treasury Regulation §1.409A-3(i)(5), but only to the extent necessary to establish a time or form of payment
that complies with Section 409A, without altering the definition of Change in Control for purposes of determining whether a Participant’s
rights to such Award become vested or otherwise unconditional upon the Change in Control.


 


(g)     “Change
in Control Price” means, with respect to a Share, (i) if the Change in Control is the result of a tender or exchange
offer or a corporate transaction, the price per such Share paid in such tender or exchange offer or corporate transaction; or (ii) if
the Change in Control is not the result of a tender or exchange offer or a corporate transaction, the Fair Market Value per Share
on the date of the Change in Control. To the extent the consideration paid in any such transaction described above consists in
full or in part of securities or other noncash consideration, the value of such securities or other noncash consideration shall
be determined in the sole discretion of the Committee.


 


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


 


(i)      
“Committee” shall mean the Compensation Committee of the Board or such other persons or committee or
subcommittee to which it has delegated any authority, as may be appropriate.


 


(j)      “Company”
shall mean HMS Holdings Corp., a Delaware corporation.


 


(k)     “Covered
Employee” shall mean a “covered employee” within the meaning of Section 162(m)(3) of the Code, or any
successor provision thereto.


 


(l)      
“Director” shall mean a member of the Board.


 


(m)   “Dividend
Equivalent” shall mean an amount equal to any dividends or other distributions declared and paid on an equal number of
outstanding Shares.


 


(n)     “Effective
Date” shall mean June 23, 2016, the date this Plan is effective.


 






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(o)     “Employee”
shall mean any employee of the Company or any Affiliate. For any and all purposes under this Plan, the term “Employee”
shall not include a person hired as an independent contractor, leased employee, consultant or a person otherwise designated by
the Committee, the Company or an Affiliate at the time of hire as not eligible to participate in or receive benefits under the
Plan or not on the payroll, even if such ineligible person is subsequently determined to be a common law employee of the Company
or an Affiliate or otherwise an employee by any governmental or judicial authority. Unless otherwise determined by the Committee
in its sole discretion, for purposes of the Plan, an Employee shall be considered to have terminated employment or services and
to have ceased to be an Employee if his or her employer ceases to be an Affiliate, even if he or she continues to be employed by
such employer.


 


(p)     “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.


 


(q)     “Fair
Market Value” shall mean, with respect to Shares, as of any date, the closing price of the Shares as reported on the
NASDAQ Global Select Market for that date or, if no such prices are reported for that date, the closing price on the next preceding
date for which such prices were reported, unless otherwise determined by the Committee. The Board or the Committee can substitute
a particular time of day or other measure of “closing sale price” if appropriate because of exchange or market procedures
or can, in its sole discretion, use weighted averages either on a daily basis or such longer period as complies with Section 409A.


 


(r)      “Incentive
Stock Option” shall mean an Option granted under Section 6 that is intended to meet the requirements of Section 422
of the Code or any successor provision thereto.


 


(s)      “Nonqualified
Stock Option” shall mean either an Option granted under Section 6 that is not intended to be an Incentive Stock
Option or an Incentive Stock Option that has been disqualified.


 


(t)      “Option”
shall mean any right granted to a Participant under the Plan allowing such Participant to purchase Shares at such price or prices
and during such period or periods as the Committee shall determine.


 


(u)     “Participant”
shall mean an Employee or a non-employee Director who is selected by the Committee or the Board from time to time in their sole
discretion to receive an Award under the Plan.


 


(v)     “Performance
Award” shall have the meaning set forth in Section 9 of the Plan.


 


(w)    “Performance
Goals” shall have the meaning set forth in Section 9 of the Plan.


 


(x)     “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.


 


(y)     “Performance
Shares” shall have the meaning set forth in Section 9 of the Plan.


 


(z)     “Performance
Units” shall have the meaning set forth in Section 9 of the Plan.


 


(aa) “Person”
shall mean any individual, corporation, partnership, association, limited liability company, joint-stock company, trust, unincorporated
organization or government or political subdivision thereof.


 


(bb) “Prior Plan”
shall mean the Company’s Fourth Amended and Restated 2006 Stock Plan, as amended, and the HDI Holdings, Inc. Amended
2011 Stock Option and Stock Issuance Plan.





(cc)  “Restricted
Period” shall have the meaning set forth in Section 8 of the Plan.


 


(dd) “Restricted Stock”
shall mean any Share issued with the restriction that the holder may not sell, transfer, pledge or assign such Share and with such
other restrictions as the Committee, in its sole discretion, may impose (including, without limitation, any restriction on the
right to vote such Share, and the right to receive any cash dividends), which restrictions may lapse separately or in combination
at such time or times, in installments or otherwise, as the Committee may deem appropriate.


 


(ee)  “Restricted
Stock Award” shall mean an award of Restricted Stock under Section 8.


 






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(ff)   “Restricted
Stock Unit” shall mean a unit that is valued by reference to a Share, which value may be paid to the Participant by delivery
of cash, Shares or such other property as the Committee shall determine and with such restrictions as the Committee, in its sole
discretion, may impose and which may lapse separately or in combination at such time or times, in installments or otherwise, as
the Committee may deem appropriate.


 


(gg)  “Restricted
Stock Unit Award” shall mean an award of Restricted Stock Units under Section 8.


 


(hh) “Section 16
Participant” shall have the meaning set forth in Section 16 of the Plan.


 


(ii)     “Shares”
shall mean the shares of common stock of the Company.


 


(jj)    “Spread”
shall have the meaning set forth in Section 7 of the Plan.


 


(kk) “Stock Appreciation
Right” shall have the meaning set forth in Section 7 of the Plan.


 


(ll)     “Substitute
Award” shall mean Awards granted or Shares issued by the Company in assumption of, or in substitution or exchange
for, awards previously granted, in each case by a company acquired by the Company or any Subsidiary or with which the Company or
any Affiliate combines.


 


		SECTION	 3.             
Administration



 


The Plan shall be administered by the Committee. The Committee shall
have full power and authority, subject to such orders or resolutions not inconsistent with the provisions of the Plan as may from
time to time be adopted by the Board or the Committee, to (a) select the Employees and directors of the Company and its Affiliates
to whom Awards may from time to time be granted hereunder; (b) determine the type or types of Award to be granted to each
Participant hereunder; (c) determine the number of Shares to be covered by or relating to each Award granted hereunder; (d) determine
the terms and conditions, not inconsistent with the provisions of the Plan, of any Award granted hereunder including, but not limited
to, the exercise price, grant price, or purchase price, any performance goals, any restrictions or limitations on the Award, any
schedule for vesting, lapse of forfeiture restrictions or restrictions on the exercisability of an Award, and accelerations or
waivers thereof, and any provisions related to clawback or recoupment with respect to an Award, based in each case on such considerations
as the Committee in its sole discretion determines; (e) determine whether, to what extent and under what circumstances Awards
may be settled in cash, Shares or other property or canceled or suspended; (f) determine whether, to what extent, and under
what circumstances payment of cash, Shares, other property and other amounts payable with respect to an Award made under the Plan
shall be deferred either automatically or at the election of the Participant in a manner consistent with Section 409A of the Code;
(g) interpret and administer the Plan and any instrument or agreement entered into under the Plan; (h) establish such
rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; and (i) make
any other determination and take any other action that the Committee deems necessary or desirable for administration of the Plan.
The Committee may, in its sole and absolute discretion, and subject to the provisions of the Plan, from time to time delegate any
or all of its authority to administer the Plan to any other persons or committee as it deems necessary or appropriate for the proper
administration of the Plan, except that no such delegation shall be made in the case of Awards intended to be qualified under Section 162(m)
of the Code or Rule 16b-3 of the Exchange Act. The decisions of the Committee shall be final, conclusive and binding with respect
to the interpretation and administration of the Plan and any grant made under it. The Committee shall make, in its sole discretion,
all determinations arising in the administration, construction or interpretation of the Plan and Awards under the Plan, including
the right to construe disputed or doubtful Plan or Award terms and provisions, and any such determination shall be conclusive and
binding on all persons, except as otherwise provided by law. A majority of the members of the Committee may determine its actions
and fix the time and place of its meetings. The Board may act in place of the Committee other than with respect to Awards intended
to constitute “performance-based compensation” under Section 162(m) of the Code.


 


Except as provided in Section 12, the Committee shall be authorized
to make adjustments in Performance Award criteria or in the terms and conditions of other Awards in recognition of unusual or nonrecurring
events affecting the Company or its financial statements or changes in applicable laws, regulations or accounting principles. The
Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award in the manner and
to the extent it shall deem desirable to carry it into effect. In the event that the Company shall assume outstanding employee
benefit awards or the right or obligation to make future such awards in connection with the acquisition of or combination with
another corporation or business entity, the Committee may, in its discretion, make such adjustments in the terms of Awards under
the Plan as it shall deem appropriate.


 



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		SECTION	 4.             
Shares Subject to the Plan



 


(a)     Subject
to adjustment as provided in Section 4(c), a total of 8,800,000 Shares shall be authorized for Awards granted under the Plan,
less one (1) Share for every one (1) Share subject to an option or stock appreciation right granted under the Prior Plan after
February 29, 2016 and 1.7 Shares for every one (1) Share subject to Awards other than options and stock appreciation rights granted
under the Prior Plan after February 29, 2016. Any Shares that are subject to Options or Stock Appreciation Rights shall be counted
against this limit as one (1) Share for every one (1) Share granted, and any Shares that are subject to Awards other than Options
or Stock Appreciation Rights shall be counted against this limit as 1.7 Shares for every one (1) Share granted. After the Effective
Date of the Plan, no awards may be granted under the Prior Plan.


 


(b)     Any
Shares issued hereunder may consist, in whole or in part, of authorized and unissued Shares, treasury Shares or Shares purchased
in the open market or otherwise.


 


(c)     In
the event of any merger, reorganization, consolidation, recapitalization, stock dividend, special cash dividend, stock split, reverse
stock split, spin-off or similar transaction or other change in corporate structure affecting the Shares, the equitable adjustments
and other substitutions shall be made to the Plan and to Awards as the Committee, in its sole discretion, deems necessary, including,
without limitation, such adjustments in the aggregate number, class and kind of securities that may be delivered under the Plan,
in the aggregate or to any one Participant, in the number, class, kind and option or exercise price of securities subject to outstanding
Awards granted under the Plan (including, if the Committee deems appropriate, the substitution of similar options to purchase the
shares of, or other awards denominated in the shares of, another company) as the Committee may determine to be appropriate in its
sole discretion; provided, however, that the number of Shares subject to any Award shall always be a whole number and further provided
that in no event may any change be made to an Incentive Stock Option which would constitute a modification within the meaning of
Section 424(h)(3) of the Code.


 


(d)     Any
Shares that are not purchased or awarded under an Award that has terminated or lapsed or has been forfeited, either by its terms
or pursuant to the exercise, in whole or in part, of an Award granted under the Plan and any Shares that are withheld by the Company
to satisfy the tax withholding obligation for Awards other than Options or Stock Appreciation Rights may be used for the further
grant of Awards. In addition, if Shares under an Award are not issued because the Award is settled in cash, the Shares may be used
for the further grant of Awards. Shares under this subsection that may be used for the further grant of Awards shall be added back
as one (1) Share if the Shares were subject to Options or Stock Appreciation Rights, and (ii) as 1.7 Shares if the Shares
were subject to Awards other than Options or Stock Appreciation Rights. For purposes of determining the number of Shares that are
again available for further grants of Awards under this subsection, the term “Award” includes any Prior Plan awards
that are outstanding after February 29, 2016 and the term “Options or Stock Appreciation Rights” includes any Prior
Plan options and stock appreciation rights that are outstanding after February 29, 2016.


 


(e)     Notwithstanding
anything to the contrary, the following Shares shall not be added to the maximum share limitations described above: (i) Shares
tendered or withheld by the Company in payment of the exercise price of an Option; (ii) Shares withheld by the Company to
satisfy the tax withholding obligations for Options or Stock Appreciation Rights; (iii) Shares subject to a Stock Appreciation
Right that are not issued in connection with its stock settlement on exercise thereof; and (iv) Shares reacquired by the Company
on the open market or otherwise using cash proceeds from the exercise of an Option. Stock Appreciation Rights that may only be
settled in cash will not reduce the number of Shares available for award under the Plan. For purposes of determining the number
of Shares that will not again be available for further grants of Awards under this subsection, the term “Options or Stock
Appreciation Rights” includes any Prior Plan options and stock appreciation rights that are outstanding after February 29,
2016.


 


(f)      To
the extent consistent with the requirements of Section 422 of the Code and regulations thereunder with respect to Shares available
for Incentive Stock Options, and with other applicable legal requirements (including applicable stock exchange requirements), Shares
issued under awards of an acquired company that are converted, replaced, or adjusted in connection with the acquisition will not
reduce the number of Shares available for Awards under the Plan.


 






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(g)     The
maximum number of Shares subject to Awards granted during a single fiscal year to any non-employee Director, taken together with
any cash fees paid to such non-employee Director during the fiscal year, shall not exceed $500,000 in total value (calculating
the value of any such Awards based on the grant date fair value of such Awards for financial reporting purposes). The Committee
may make exceptions to this limit for a non-executive chair of the Board or, in extraordinary circumstances, for other individual
non-employee Directors, as the Committee may determine in its discretion, provided that the non-employee Director receiving such
additional compensation may not participate in the decision to award such compensation.


 


(h)      Substitute
Awards shall not reduce the Shares authorized for grant under the Plan, nor shall Shares subject to a Substitute Award be added
to the Shares available for Awards under the Plan as provided in Section 4(a) above. Additionally, in the event that a company
acquired by the Company or any subsidiary or with which the Company or any subsidiary combines has shares available under a pre-existing
plan approved by shareholders and not adopted in contemplation of such acquisition or combination, the shares available for grant
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 grant under the Plan (and Shares subject to such Awards shall not be added to the Shares available for
Awards under the Plan as provided in Section 4(a) above); provided that 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 non-employee Directors of the Company prior to such acquisition
or combination.


 


		SECTION	 5.             
Eligibility



 


Any Employee or non-employee Director shall be eligible to be selected
as a Participant; provided, however, that Incentive Stock Options shall only be awarded to Employees of the Company, or a parent
or subsidiary, within the meaning of Section 422 of the Code.


 


		SECTION	 6.             
Stock Options



 


Options may be granted hereunder to any Participant, either alone or
in addition to other Awards granted under the Plan and shall be subject to the following terms and conditions:


 


(a)     Option
Price.  Other than in connection with Substitute Awards, the option price per Share shall be not less than the Fair
Market Value of the Shares on the date the Option is granted.


 


(b)     Period
of Stock Option.  The period of each Option shall be fixed by the Committee, provided that the period for all Options
shall not exceed ten years from the grant date. The Committee may, subsequent to the granting of any Option, extend the term thereof,
but in no event shall the extended term exceed ten years from the original grant date. Notwithstanding the foregoing, in the event
that on the last business day of the term of an Option (other than an Incentive Stock Option) (i) the exercise of the Option 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 Committee may provide that the term of the Option shall be extended but not beyond a period of
thirty (30) days following the end of the legal prohibition, black-out period or lock-up agreement and provided further that no
extension will be made if the option price of such Option at the date the initial term would otherwise expire is below the Fair
Market Value unless such extension is permitted by Section 409A.


 


(c)     Exercise
of Option and Payment Therefore.  No Shares shall be issued until full payment of the option price has been made.
The option price may be paid in cash or, if the Committee determines, by the Participant tendering Shares or by the Company withholding
Shares otherwise issuable in connection with the exercise of the Option, a combination of cash and Shares, or through a cashless
exercise procedure that allows Participants to sell immediately some or all of the Shares underlying the exercised portion of the
Option in order to generate sufficient cash to pay the option price. If the Committee approves the use of Shares as a payment method,
the Committee shall establish such conditions as it deems appropriate for the use of common stock to exercise an Option. Options
awarded under the Plan shall be exercised through such procedure or program as the Committee may establish or define from time
to time, which may include a designated broker that must be used in exercising such Options.


 






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(d)     First
Exercisable Date.  The Committee shall determine how and when Shares covered by an Option may be purchased. The Committee
may establish waiting periods, the dates on which Options become exercisable or “vested” and, subject to subsection
(b) of this section, exercise periods. The Committee may accelerate the exercisability of any Option or portion thereof.


 


(e)     Termination
of Participant’s Employment or Service.  Unless determined otherwise by the Committee, upon the termination
of a Participant’s employment or service (for any reason other than gross misconduct), Option exercise privileges shall be
limited to the Shares that were immediately exercisable at the date of such termination. The Committee, however, in its discretion,
may provide that any Options outstanding but not yet exercisable upon the termination of a Participant’s employment or service
may become exercisable in accordance with a schedule determined by the Committee. Such Option exercise privileges shall expire
unless exercised within such period of time after the date of termination of employment or service as may be established by the
Committee, but in no event later than the expiration date of the Option.


 


(f)      Termination
Due to Misconduct.  If a Participant’s employment or Board service is terminated for gross misconduct, as determined
by the Company, all rights under his or her Options shall expire upon the date of such termination.


 


(g)     Limits
on Incentive Stock Options.  Except as may otherwise be permitted by the Code, an Employee may not receive a grant
of Incentive Stock Options for Shares that would have an aggregate Fair Market Value in excess of $100,000 (or such other amount
as the Internal Revenue Service may decide from time to time), determined as of the time that the Incentive Stock Option is granted,
that would be exercisable for the first time by such person during any calendar year. If any grant is made in excess of the limits
provided in the Code, such grant shall automatically become a Nonqualified Stock Option. In no event will Incentive Stock Options
be granted to any Participant who owns more than ten percent of the stock of the Company within the meaning of Section 422
of the Code. Solely for purposes of determining whether Shares are available for the grant of Incentive Stock Options under the
Plan, the maximum aggregate number of Shares that may be issued pursuant to Incentive Stock Options granted under the Plan shall
be 8,800,000 Shares as of the Effective Date, subject to adjustment as provided in Section 4(c) and (f) (and shareholder approval
of the Plan) to the extent consistent with the requirements of Section 422 of the Code and regulations thereunder, and reduced
by Shares subject to any Awards granted under the Prior Plan after February 29, 2016.


 


(h)     No
Dividend Equivalents.  Anything in the Plan to the contrary notwithstanding, no dividends or Dividend Equivalents
may be paid on Options.


 


		SECTION	 7.             
Stock Appreciation Rights



 


The Committee may, in its discretion, grant a right to receive the appreciation
in the Fair Market Value of Shares (“Stock Appreciation Right”). Such Stock Appreciation Right shall be subject to
the following terms and conditions and such other terms and conditions as the Committee may prescribe:


 


(a)     Time
and Period of Grant.   The period for exercise of the Stock Appreciation Right shall be set by the Committee. The
period of each Stock Appreciation Right shall be fixed by the Committee, provided that the period for all Stock Appreciation Rights
shall not exceed ten years from the grant date. Notwithstanding the foregoing, in the event that on the last business day of the
term of a Stock Appreciation Right (x) the exercise of the Stock Appreciation Right is prohibited by applicable law or (y) 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 Committee
may provide that the term of the Stock Appreciation Right shall be extended but not beyond a period of thirty (30) days following
the end of the legal prohibition, black-out period or lock-up agreement and provided further that no extension will be made if
the grant price of such Stock Appreciation Right at the date the initial term would otherwise expire is below the Fair Market Value
unless such extension is permitted by Section 409A.


 






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(b)     Value
of Stock Appreciation Right.  Other than in connection with a Substitute Award, a Stock Appreciation Right shall
have a grant price per Share of not less than the Fair Market Value of one Share on the date of grant or, if applicable, on the
date of grant of an Option with respect to a Stock Appreciation Right granted in exchange for or in tandem with, but subsequent
to, the Option (subject to the requirements of Section 409A of the Code). A Participant who is granted a Stock Appreciation Right
will receive upon exercise of the Stock Appreciation Right an amount equal to the excess of the Fair Market Value of the Shares
on the date the election to surrender such Stock Appreciation Right is received by the Company, in accordance with exercise procedures
established by the Company, over the Fair Market Value of the Shares on the date of grant multiplied by the number of Shares covered
by the grant of the Stock Appreciation Right. Notwithstanding the foregoing, in its sole discretion the Committee at the time it
grants a Stock Appreciation Right may provide that the Spread covered by such Stock Appreciation Right may not exceed a specified
amount.


 


(c)     Payment
of Stock Appreciation Right.  Payment of a Stock Appreciation Right shall be in the form of Shares, cash or any combination
of Shares and cash. The form of payment upon exercise of such a right shall be determined by the Committee either at the time of
grant of the Stock Appreciation Right or at the time of exercise of the Stock Appreciation Right.


 


(d)     No
Dividend Equivalents.  Anything in the Plan to the contrary notwithstanding, no dividends or Dividend Equivalents
may be paid on Stock Appreciation Rights.


 


		SECTION	 8.             
Restricted Stock Awards and Restricted Stock Unit Awards



 


The Committee may make Restricted Stock Awards and Restricted Stock
Unit Awards to a Participant, which Awards shall be subject to the following terms and conditions and such other terms and conditions
as the Committee may prescribe:


 


(a)     Requirement
of Employment or Board Membership.  A Participant who is granted a Restricted Stock Award or Restricted Stock Unit
Award must remain an Employee or a Director of the Company during a period designated by the Committee (“Restricted Period”)
in order to vest in or receive the Shares, cash or combination thereof under the Restricted Stock Award or Restricted Stock Unit
Award. If the Participant ceases being an Employee or a Director of the Company prior to the end of the Restricted Period, the
Restricted Stock Award or Restricted Stock Unit Award shall terminate and any Shares subject to a Restricted Stock Award shall
be returned immediately to the Company, provided that the Committee may, at the time of the grant, provide for the employment or
Board membership restriction to lapse with respect to a portion or portions of the Restricted Stock Award or Restricted Stock Unit
Award at different times during the Restricted Period. The Committee may, in its discretion, also provide for such complete or
partial exceptions to the employment or Board membership restriction as it deems equitable.


 


(b)     Restrictions
on Transfer and Legend on Stock Certificates.  During the Restricted Period, the Participant may not sell, assign,
transfer, pledge or otherwise dispose of the Restricted Stock Award or Restricted Stock Unit Award, including but not limited to
any Shares. Any certificate for Shares issued hereunder shall contain a legend giving appropriate notice of the restrictions in
the Award.


 


(c)     Escrow
Agreement.  The Committee may require the Participant to enter into an escrow agreement providing that any certificates
representing the Restricted Stock Award will remain in the physical custody of an escrow holder until all restrictions are removed
or expire.


 


(d)     Lapse
of Restrictions.  All restrictions imposed under the Restricted Stock Award or Restricted Stock Unit Award shall
lapse upon the expiration of the Restricted Period if the conditions as to employment or Board membership set forth above have
been met. The Participant shall then be entitled to have the legend removed from any certificates for Restricted Stock. Restricted
Stock Awards and Restricted Stock Unit Awards may be paid in the form of Shares, cash or any combination of Shares and cash as
determined by the Committee. The Committee may establish rules and procedures to permit a Participant to defer recognition of income
upon the expiration of the Restricted Period.


 






    	 	8	 



     

    

(e)     Dividends
and Dividend Equivalents.  Restricted Stock will accrue ordinary cash dividends, unless the Board or the Committee
determines otherwise and applicable law permits such nonaccrual. Participants holding shares of Restricted Stock will only be entitled
to such cash dividends if specifically provided in the Restricted Stock agreement, will only receive the dividends if and when
the Restricted Stock vests, and will then receive dividends only prospectively unless the Board, Committee, or the Restricted Stock
agreement provides for the payment of prior dividends upon or after vesting. Any dividend payment will be made no later than the
latest of the end of the calendar year in which the dividends are paid to shareholders of that class of stock, the 15th day of
the third month following the date the dividends are paid to shareholders of that class of stock, or the 15th day of the third
month following the date on which the Restricted Stock to which the dividends pertain vests. If any dividends or distributions
are paid in shares, or consist of a dividend or distribution to holders of Common Stock other than an ordinary cash dividend, the
shares, cash or other property will be subject to the same restrictions on transferability and forfeitability as the shares of
Restricted Stock with respect to which they were paid. To the extent provided by the Board or the Committee, in its sole discretion,
a grant of Restricted Stock Units may provide Participants with the right to Dividend Equivalents. Dividend Equivalents may be
settled in cash and/or shares of Common Stock and will be subject to the same vesting conditions and restrictions on transfer and
forfeitability as the Restricted Stock Units with respect to which paid, as determined by the Board or the Committee in its sole
discretion. Any Dividend Equivalent payments will be made no later than the latest of the end of the calendar year in which the
dividends are paid to shareholders of the class of stock underlying the Restricted Stock Units, the 15th day of the third month
following the date the dividends are paid to shareholders of that class of stock, or the 15th day of the third month following
the date on which the Restricted Stock Unit to which the dividends pertain vests, absent a further deferral that complies with
Section 409A of the Code.


 


(f)      Performance
Goals.  The Committee may, but is not required to, issue Restricted Stock Awards or Restricted Stock Unit Awards
under Section 9 as “performance-based compensation” as that term is used in Section 162(m) of the Code. Any such
Restricted Stock Award or Restricted Stock Unit Award intended to be “performance-based compensation” shall be conditioned
on the achievement of one or more Performance Goals (as defined in Section 9(a)), to the extent required by Section 162(m).


 


(g)     Vesting.  The
restrictions on each Restricted Stock Award or Restricted Stock Unit Award will lapse at such time or times, and on such conditions,
as the Committee may specify.


 


		SECTION	 9.             
Performance Awards



 


The Committee may grant Awards denominated in Shares (“Performance
Shares”), or denominated in dollars (“Performance Units”) if the performance of the Company or its subsidiaries
during one or more Performance Periods contained within the Award Period (as defined below) meets certain goals established by
the Committee (“Performance Awards”). Subject to adjustment as provided in Section 4(c), the following limits will
apply to Awards of the specified type granted to any one Participant in any single fiscal year:


 


(x) Appreciation Awards -- Options and Stock Appreciation
Rights: 1,500,000 Shares;


 


(y) Full Value Awards -- Restricted Stock Award, Restricted
Stock Unit Award, Performance Shares, and Dividend Equivalents: 1,000,000 Shares; and


 


(z) Cash Awards – Performance Units: $5,000,000.


 


In applying the foregoing limits, (a) all Awards of the specified type
granted to the same Participant in the same fiscal year will be aggregated and made subject to the applicable limit; (b) the limits
applicable to Options and Stock Appreciation Rights refer to the number of Shares subject to those Awards; (c) the Share limit
under clause (y) refers to the maximum number of Shares that may be delivered under an Award or Awards of the type specified in
clause (y) assuming a maximum payout; (d) the dollar limit under clause (z) refers to the maximum dollar amount payable under an
Award or Awards of the type specified in clause (z) assuming a maximum payout, and (e) the respective limits for Awards of the
type specified in clause (y) and clause (z) are only applicable to Awards that are intended to comply with the performance-based
exception under Code Section 162(m). The limit specified for Cash Awards is in addition to, and not in replacement of or counted
into, the dollar value limit on awards made to any participant in a 12-month period under the Company’s Annual Incentive
Compensation Plan, as may be amended from time to time. Performance Awards shall be subject to the following terms and conditions
and such other terms and conditions as the Committee may prescribe:


 






    	 	9	 



     

    

(a)     Award
Period and Performance Goals.  The Committee shall determine and include in a Performance Award grant the period
of time for which a Performance Award is made (“Award Period”). The Committee also shall establish performance objectives
(“Performance Goals”) to be met during any one or more Performance Periods contained within the Award Period as a condition
to payment of the Performance Award. The Performance Goals shall be based on attainment of one or any combination of the following
performance criteria, as determined under generally accepted accounting principles (“GAAP”) (where applicable for matters
subject to GAAP) or as otherwise adjusted and reported by the Company as non-GAAP measures: net sales; revenue; revenue growth
or product revenue growth; operating income (before or after taxes); pre- or after-tax income (before or after allocation of corporate
overhead and bonus); earnings per share; net income (before or after taxes); return on equity; total shareholder return; return
on assets or net assets; appreciation in and/or maintenance of the price of the Shares or any other publicly-traded securities
of the Company; market share; gross profits; earnings (including earnings or losses before taxes, before interest and taxes, or
before interest, taxes, depreciation and amortization); economic value-added models or equivalent metrics; comparisons with various
stock market indices; reductions in costs; cash flow or cash flow per share (before or after dividends); return on capital (including
return on total capital or return on invested capital); cash flow return on investment; improvement in or attainment of expense
levels or working capital levels, including cash, and accounts receivable; operating margin; gross margin; year-end cash; cash
margin; debt reduction; shareholders equity; operating efficiencies; and client growth.


 


The Performance Goals designated by the Committee may be based solely
by reference to the Company’s performance or the performance of an Affiliate, division, business segment or business unit
of the Company, or based upon the relative performance of other companies or upon comparisons of any of the indicators of performance
relative to other companies. The Committee may provide, in connection with the setting of the Performance Goals applicable to Awards
intended to constitute “performance-based compensation” under Section 162(m) of the Code, that any evaluation of performance
may include or exclude charges or adjustments related to an event or occurrence that the Committee determines should appropriately
be included or excluded because it involves (i) restructurings, discontinued operations, or items that are unusual in nature or
infrequently occurring, (ii) the cumulative effects of tax or accounting changes in accordance with GAAP, or (iii) foreign exchange
gains and losses. Such Performance Goals shall otherwise comply with the requirements of Section 162(m) of the Code and the
regulations thereunder.


 


For a Performance Award or any other Award not intended to constitute
“performance-based compensation” under Section 162(m) of the Code, Performance Goals may include any other financial
or other measurement established by the Committee.


 


(b)     Payment
of Performance Awards.  The Committee shall establish the method of calculating the amount of payment to be made
under a Performance Award if the Performance Goals are met, including the fixing of a maximum payment. After the completion of
each Performance Period within an Award Period, the performance of the Company or its subsidiary shall be measured against the
Performance Goals, and the Committee shall determine, in accordance with the terms of such Performance Award, whether all, none
or any portion of a Performance Award shall be paid. The Committee, in its discretion, may elect to make payment in Shares, cash
or a combination of Shares and cash. Any cash payment with respect to an Award denominated in Shares shall be based on the Fair
Market Value of Shares on, or as soon as practicable prior to, the date of payment. The Committee may establish rules and procedures
to permit a Participant to defer recognition of income upon the attainment of a Performance Award.


 


(c)     Revision
of Performance Goals.  As to any Performance Award not intended to constitute performance-based compensation”
under Section 162(m) of the Code, at any time prior to the end of an applicable Performance Period, the Committee may revise
the Performance Goals and the computation of payment if unforeseen events occur which have a substantial effect on the performance
of the Company or its subsidiary and which, in the judgment of the Committee, make the application of the Performance Goals unfair
unless a revision is made. For any Performance Award intended to constitute “performance-based compensation” under
Section 162(m) of the Code, such revisions must be set forth in the Award Agreement within the time period required by Section 162(m).


 


(d)     Requirement
of Employment.  A Participant who is granted a Performance Award must remain an Employee of the Company or its subsidiaries
until the completion of the Award Period in order to be entitled to payment under the Performance Award; provided that the Committee
may, in its discretion, provide for a full or partial payment where such an exception is deemed equitable or where multiple Performance
Periods are contained within an Award Period.


 






    	 	10	 



     

    

(e)     Dividends.  The
Committee may, in its discretion, at the time of the granting of a Performance Award, provide that any dividends declared on the
Shares during the Award Period, and which would have been paid with respect to Performance Shares had they been owned by a Participant,
be (i) paid to the Participant to the extent that the Performance Shares are earned, (ii) accumulated for the benefit
of the Participant and used to increase the number of Performance Shares of the Participant or (iii) not paid or accumulated.
In no event will dividends or Dividend Equivalents be paid on unearned Performance Awards.


 


		SECTION	 10.          
Other Share-Based Awards



 


(a) Other Awards of Shares, and other Awards that are valued in
whole or in part by reference to, or are otherwise based on, Shares, may be granted hereunder to Participants (“Other
Share-Based-Awards”), including without limitation Awards entitling recipients to receive Shares to be delivered in the
future. Such Other Share-Based Awards shall also be available as a form of payment in the settlement of other Awards granted
under the Plan or as payment in lieu of compensation to which a Participant is otherwise entitled. Other Share-Based Awards
may be paid in Shares or cash, as the Board or the Committee shall determine.


 


(b) Terms and Conditions. Subject to the provisions of the Plan,
the Board or the Committee shall determine the terms and conditions of each Other Share-Based Award, including any conditions for
vesting and repurchase (or forfeiture) and purchase price applicable thereto (applying principles like those set forth in Section
8(g) above and with the same carveouts).


 


		SECTION	 11.          
Change in Control Provisions



 


(a)    Unless provided
otherwise in the terms of a particular Award, and notwithstanding any other provision of the Plan to the contrary, in the event
a Participant’s employment or service is involuntarily terminated without cause (as determined by the Committee or Board
in its sole discretion) during the 24-month period following a Change in Control:


 


(i)any Options and Stock Appreciation Rights outstanding,
which are not then exercisable and vested, shall become immediately fully vested and exercisable;


 


(ii)the restrictions and deferral limitations applicable
to any Restricted Stock Award or Restricted Stock Unit Award shall lapse, and such Restricted Stock and Restricted Stock Units
shall immediately become free of all restrictions and limitations and become fully vested and transferable to the full extent of
the original grant;


 


(iii) all Performance Awards shall be considered to be
earned and payable in full, based on the applicable performance criteria or, if not determinable, at the target level and any
deferral or other restriction shall lapse and such Performance Awards shall be immediately settled or distributed;


 


(iv) the restrictions and deferral limitations and
other conditions applicable to any Other Share-Based Awards or any other Awards shall immediately lapse, and any such other
Awards shall become free of all restrictions, limitations or conditions and become fully vested and transferable to the full
extent of the original grant.


 


(b) Unless provided otherwise in the terms of a particular Award,
to the extent the successor company does not assume or substitute an Award, then immediately prior to the Change in Control:


(i) those Options and Stock Appreciation Rights
outstanding as of the date of the Change in Control that are not assumed or substituted for (or continued) shall immediately
vest and become fully exercisable,






    	 	11	 



     

    

(ii) restrictions, limitations and other conditions
applicable to Restricted Stock and Restricted Stock Units that are not assumed or substituted for (or continued) shall lapse
and the Restricted Stock and Restricted Stock Units shall become free of all restrictions, limitations and conditions and
become fully vested,


(iii) the restrictions, other limitations and other conditions
applicable to any Other Share-Based Awards or any other Awards that are not assumed or substituted for (or continued) shall lapse,
and such Other Share-Based Awards or such other Awards shall become free of all restrictions, limitations and conditions and become
fully vested and transferable to the full extent of the original grant, and


(iv) any performance based Award shall be deemed fully
earned at the target amount as of the date on which the Change of Control occurs.


 


(c) Change in Control Cash Out.  Notwithstanding
any other provision of the Plan, in the event of a Change in Control the Committee or Board may, in its discretion, provide that
each Option or Stock Appreciation Right shall, upon the occurrence of a Change in Control, be cancelled in exchange for a cash
payment to be made within 60 days of the Change in Control in an amount equal to the amount by which the Change in Control
Price per Share exceeds the purchase price per Share under the Option or Stock Appreciation Right multiplied by the number of Shares
granted under the Option or Stock Appreciation Right. Any Option or Stock Appreciation Rights whose purchase price per Share exceeds
the Change in Control Price per Share may be cancelled without payment of consideration.


 


(d) Compliance with Section 409A of the
Code.  In the case of an Award providing for the payment of deferred compensation subject to Section 409A
of the Code, any payment of such deferred compensation by reason of a Change in Control shall be made only if the Change in
Control is one described in subsection (a)(2)(A)(v) of Section 409A and the guidance thereunder and shall be paid
consistent with the requirements of Section 409A. If any deferred compensation that would otherwise be payable by reason
of a Change in Control cannot be paid by reason of the immediately preceding sentence, it shall be paid as soon as
practicable thereafter consistent with the requirements of Section 409A, as determined by the Committee.


 


		SECTION	 12.          
Amendments and Termination



 


(a) The Board may amend, suspend or terminate the Plan or any
portion thereof at any time provided that (i) to the extent required by Code Section 162(m), no Award granted to a
Participant that is intended to comply with Section 162(m) after the date of such amendment shall become exercisable,
realizable or vested, as applicable to such Award, unless and until the Company’s shareholders approve such amendment
in the manner required by Section 162(m); (ii) no amendment that would require shareholder approval under the rules of NASDAQ
may be made effective unless and until the Company’s shareholders approve such amendment; and (iii) if NASDAQ amends
its corporate governance rules so that such rules no longer require shareholder approval of material amendments to equity
compensation plans, then, from and after the effective date of such amendment to the NASDAQ rules, no amendment to the Plan
(A) materially increasing the number of shares authorized under the Plan (other than pursuant to Section 4 or 11), (B)
expanding the types of Awards that may be granted under the Plan, or (C) materially expanding the class of participants
eligible to participate in the Plan shall be effective unless and until the Company’s shareholders approve such
amendment. In addition, if at any time the approval of the Company’s shareholders is required as to any other
modification or amendment under Section 422 of the Code or any successor provision with respect to Incentive Stock Options,
the Board may not effect such modification or amendment without such approval. Unless otherwise specified in the amendment,
any amendment to the Plan adopted in accordance with this Section 12 shall apply to, and be binding on the holders of, all
Awards outstanding under the Plan at the time the amendment is adopted, provided the Board determines that
such amendment, taking into account any related action, does not materially and adversely affect the rights of Participants
under the Plan. Notwithstanding the foregoing, without consent of affected Participants, Awards may be amended, revised or
revoked when necessary to avoid penalties under Section 409A of the Code.


 






    	 	12	 



     

    

(b) Unless such action is approved by the Company’s
shareholders, the Company may not, with respect to any outstanding Option or Stock Appreciation Right granted under the Plan
(except as provided for under Section 4(c) or Section 11): (i) amend any Option or Stock Appreciation Right to provide an
exercise price or measurement price per share that is lower than the then-current exercise price or measurement price per
share of such outstanding Option or Stock Appreciation Right, (ii) cancel any Option or Stock Appreciation Right and grant in
substitution therefor new Awards under the Plan covering the same or a different number of Shares and having an exercise
price or measurement price per share lower than the then-current exercise price or measurement price per share of the
cancelled option or stock appreciation right, (iii) cancel for cash any Options or Stock Appreciation Rights that have
exercise prices or measurement prices per share above the then-current Fair Market Value, other than under Section 11, or
(iv) take any other action that constitutes a “repricing” within the meaning of the rules of the NASDAQ Stock
Market (“NASDAQ”).


 


		SECTION	 13.          
Transferability



 


Each Incentive Stock Option granted under the Plan shall not be transferable
other than by will or the laws of descent and distribution; each other Award granted under the Plan will not be transferable or
assignable by the recipient, and may not be made subject to execution, attachment or similar procedures, other than by will or
the laws of descent and distribution or as determined by the Committee in accordance with the Exchange Act or any other applicable
law or regulation. Notwithstanding the foregoing, the Committee, in its discretion, may adopt rules permitting the transfer, solely
as gifts during the grantee’s lifetime, of Options (other than Incentive Stock Options) to members of a Participant’s
immediate family or to trusts, family partnerships or similar entities for the benefit of such immediate family members. For this
purpose, immediate family member means the Participant’s spouse, parent, child, stepchild, grandchild and the spouses of
such family members. The terms of an Option shall be final, binding and conclusive upon the beneficiaries, executors, administrators,
heirs and successors of the grantee.


 


		SECTION	 14.          
General Provisions



 


(a)     Nothing
in the Plan shall be construed to limit the right of the Company to establish other plans or to pay compensation to its employees,
in cash or property, in a manner which is not expressly authorized under the Plan.


 


(b)     Nothing
in the Plan shall be construed (i) to limit, impair or otherwise affect the Company’s right or power to make adjustments,
reclassifications, reorganizations or changes of its capital or business structure, or to merge or consolidate, or dissolve, liquidate,
sell or transfer all or any part of its business or assets, or (ii) except as provided in Section 12, to limit the right
or power of the Company or its subsidiaries to take any action which such entity deems to be necessary or appropriate.


 


(c)     The
Participant must satisfy all applicable federal, state, and local or other income and employment tax withholding obligations before
the Company will deliver stock certificates or otherwise recognize ownership of Shares under an Award. The Company may decide to
satisfy the withholding obligations through additional withholding on salary or wages. If the Company elects not to or cannot withhold
from other compensation, the Participant must pay the Company the full amount, if any, required for withholding or have a broker
tender to the Company cash equal to the withholding obligations. Payment of withholding obligations is due before the Company will
issue any shares on exercise, vesting or release from forfeiture of an Award or, if the Company so requires, at the same time as
payment of the exercise or purchase price, unless the Company determines otherwise. If provided for in an Award or approved by
the Board or the Committee in its sole discretion, a Participant may satisfy such tax obligations in whole or in part by delivery
(either by actual delivery or attestation) of Shares, including Shares retained from the Award creating the tax obligation, valued
at their Fair Market Value; provided, however, except as otherwise provided by the Board or the Committee, that the total tax withholding
where stock is being used to satisfy such tax obligations cannot exceed the Company’s minimum statutory withholding obligations
(based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable
to such supplemental taxable income) or, if permitted by the Company, such other rate as will not cause adverse accounting consequences
and is permitted under applicable IRS withholding rules. Shares used to satisfy tax withholding requirements cannot be subject
to any repurchase, forfeiture, unfulfilled vesting or other similar requirements


 


(d)     Any
proceeds received by the Company under the Plan shall be added to the general funds of the Company and shall be used for such corporate
purposes as the Board or the Committee shall direct.


 


(e)     Nothing
in the Plan or any Award granted under the Plan shall be deemed to constitute an employment or service contract or confer or be
deemed to confer on any Employee or Participant any right to continue in the employ or service of, or to continue any other relationship
with, the Company or any Affiliate or limit in any way the right of the Company or any Affiliate to terminate an Employee’s
employment or Participant’s service at any time, with or without cause.


 






    	 	13	 



     

    

(f)      All
certificates for Shares delivered under the Plan pursuant to any Award shall be subject to such stock-transfer orders and other
restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange
Commission, any stock exchange upon which the Shares are then listed, and any applicable federal or state securities law, and the
Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.


 


(g)     No
Award granted hereunder shall be construed as an offer to sell securities of the Company, and no such offer shall be outstanding,
unless and until the Committee in its sole discretion has determined that any such offer, if made, would comply with all applicable
requirements of the U.S. federal securities laws and any other laws to which such offer, if made, would be subject.


 


(h)     Any
Award shall contain a provision that it may not be exercised at a time when the exercise thereof or the issuance of shares thereunder
would constitute a violation of any federal or state law or listing requirements of the NASDAQ National Market for such shares
or a violation of any foreign jurisdiction where Awards are or will be granted under the Plan.


 


(i)      
The Board may from time to time establish one or more sub-plans under the Plan for purposes of satisfying applicable securities,
tax or other laws of various jurisdictions. The Board shall establish such sub-plans by adopting supplements to the Plan containing
(i) such limitations on the Board’s discretion under the Plan as the Board deems necessary or desirable or (ii) such additional
terms and conditions not otherwise inconsistent with the Plan as the Board shall deem necessary or desirable. All supplements adopted
by the Board shall be deemed to be part of the Plan, but each supplement shall apply only to Participants within the affected jurisdiction
and the Company shall not be required to provide copies of any supplement to Participants in any jurisdiction which is not the
subject of such supplement.


 


(j)      The
provisions of the Plan shall be construed, regulated and administered according to the laws of the State of Delaware without giving
effect to principles of conflicts of law, except to the extent superseded by any controlling federal statute.


 


(k)     If
any provision of the Plan is or becomes or is deemed invalid, illegal or unenforceable in any jurisdiction, or would disqualify
the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to
conform to applicable laws or if it cannot be construed or deemed amended without, in the determination of the Committee, materially
altering the intent of the Plan, it shall be stricken and the remainder of the Plan shall remain in full force and effect.


 


(l)      
If approved by the Committee in its sole discretion, an Employee’s absence or leave because of military or governmental
service, disability or other reason shall not be considered an interruption of employment for any purpose under the Plan.


 


(m)   Anything to the
contrary in the Plan notwithstanding, the Committee may (i) offset any Award by amounts reasonably believed to be owed to
the Company by the Participant and (ii) disallow an Award to be exercised or otherwise payable during a time when the Company
is investigating reasonably reliable allegations of gross misconduct by the Participant.


 


(n)     Awards
under the Plan are intended either to be exempt from the rules of Section 409A of the Code or to satisfy those rules and shall
be construed accordingly. However, the Company shall not be liable to any Participant or other holder of an Award with respect
to any Award-related adverse tax consequences arising under Section 409A or other provision of the Code.


 


		SECTION	 15.          
Term of Plan



 


The Plan shall terminate on the tenth anniversary of the Effective Date,
unless sooner terminated by the Board pursuant to Section 12.


 



    	 	14	 



     

    




		SECTION	 16.          
Compliance with Section 16 of the Exchange Act



 


With respect to Participants subject to Section 16 of the Exchange
Act (“Section 16 Participants”), transactions under the Plan are intended to comply with all applicable conditions
of Rule 16b-3 or its successors under the Exchange Act. To the extent that compliance with any Plan provision applicable solely
to such Section 16 Participants that is included solely for purposes of complying with Rule 16b-3 is not required in
order to bring a transaction by such Section 16 Participant in compliance with Rule 16b-3, it shall be deemed null and
void as to such transaction, to the extent permitted by law and deemed advisable by the Committee. To the extent any provision
in the Plan or action by the Committee involving such Section 16 Participants is deemed not to comply with an applicable condition
of Rule 16b-3, it shall be deemed null and void as to such Section 16 Participants, to the extent permitted by law and
deemed advisable by the Committee.


 


SECTION 17.           
Limitations on Liability


 


Notwithstanding any other provisions of the Plan, no individual acting
as a director, officer, employee or agent of the Company will be liable to any Participant, former Participant, spouse, beneficiary,
or any other person for any claim, loss, liability, or expense incurred in connection with the Plan, nor will such individual be
personally liable with respect to the Plan because of any contract or other instrument he or she executes in his or her capacity
as a director, officer, employee or agent of the Company. The Company will indemnify and hold harmless each director, officer,
employee or agent of the Company to whom any duty or power relating to the administration or interpretation of the Plan has been
or will be delegated, against any cost or expense (including attorneys’ fees) or liability (including any sum paid in settlement
of a claim with the Board’s or the Committee’s approval) arising out of any act or omission to act concerning the Plan
unless arising out of such person’s own fraud or bad faith.


 


SECTION 18.           
Clawback


 


Notwithstanding anything to the contrary, an Award agreement may provide
that the Committee may cancel such Award if the participant has engaged in or engages in activity that is in conflict with or adverse
to the interest of the Company while employed by or providing services to the Company or any subsidiary, including fraud or conduct
contributing to any financial restatements or irregularities. The Committee may also provide in an Award agreement that, in such
event, the participant will forfeit any compensation, gain or other value realized thereafter on the vesting, exercise or settlement
of such Award, the sale or other transfer of such Award, or the sale of shares of Common Stock acquired in respect of such Award,
and must promptly repay such amounts to the Company. The Committee may also provide in an Award agreement that if the participant
receives any amount in excess of what the participant should have received under the terms of the Award for any reason (including
without limitation by reason of a financial restatement, mistake in calculations or other administrative error), then the participant
shall be required to promptly repay any such excess amount to the Company. Furthermore, to the extent required by applicable law
(including, without limitation, Section 304 of the Sarbanes-Oxley Act and Section 954 of the Dodd-Frank Wall Street Reform and
Consumer Protection Act) and/or the rules and regulations of Nasdaq or any other securities exchange or inter-dealer quotation
service on which the Common Stock is listed or quoted, or if so required pursuant to a written policy adopted by the Company, Awards
shall be subject (including on a retroactive basis) to clawback, forfeiture or similar requirements.




  


15