Exhibit 10.1


 


BRIGHT
GREEN CORPORATION


2022
OMNIBUS EQUITY COMPENSATION PLAN


 




    	B-1



     


    

 


TABLE
OF CONTENTS


 


		PAGE
	Article
    1. Effective Date, Objectives and Duration	1
	 	 	 
	1.1	Effective
    Date of the Plan	1
	1.2	Objectives
    of the Plan	1
	1.3	Duration
    of the Plan	1
	 	 	 
	Article
    2. Definitions	1
	 	 	 
	2.1	“Affiliate”	1
	2.2	“Award”	1
	2.3	“Award
    Agreement”	1
	2.4	“Board”	2
	2.5	“Bonus
    Shares”	2
	2.6	“Cause”	2
	2.7	“CEO”	2
	2.8	“Change
    in Control”	2
	2.9	“Code”	2
	2.10	“Committee”
    or “Incentive Plan Committee”	2
	2.11	“Compensation
    Committee”	2
	2.12	“Common
    Stock”	2
	2.13	“Corporate
    Transaction”	2
	2.14	“Deferred
    Stock”	2
	2.15	“Disability”
    or “Disabled”	3
	2.16	“Dividend
    Equivalent”	3
	2.17	“Effective
    Date”	3
	2.18	“Eligible
    Person”	3
	2.19	“Exchange
    Act”	3
	2.20	“Exercise
    Price”	3
	2.21	“Fair
    Market Value”	3
	2.22	“Grant
    Date”	4
	2.23	“Grantee”	4
	2.24	“Incentive
    Stock Option”	4
	2.25	“Including”
    or “includes”	4
	2.26	“Management
    Committee”	4
	2.27	“Non-Employee
    Director”	4
	2.28	“Option”	4
	2.29	“Other
    Stock-Based Award”	4
	2.30	“Parent
    Corporation”	4
	2.31	“Performance
    Share”	4
	2.32	“Period
    of Restriction”	4
	2.33	“Person”	4
	2.34	“Restricted
    Shares”	4
	2.35	“Restricted
    Stock Units”	4
	2.36	“Rule
    16b-3”	4
	2.37	“SEC”	4
	2.38	“Section
    16 Non-Employee Director”	4
	2.39	“Section
    16 Person”	4
	2.40	“Separation
    from Service”	4
	2.41	“Share”	5
	2.42	“Stock
    Appreciation Right” or “SAR”	5
	2.43	“Subplan”	5



 






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TABLE
OF CONTENTS
 


	 	 	PAGE
	2.44	“Subsidiary
    Corporation”	5
	2.45	“Surviving
    Company”	5
	2.46	“Term”	5
	2.47	“Termination
    of Affiliation”	5
	 	 	 
	Article
    3. Administration	6
	 	 	 
	3.1	Committee	6
	3.2	Powers
    of Committee	6
	3.3	No
    Repricings.	8
	 	 	 
	Article
    4. Shares Subject to the Plan	8
	 	 	 
	4.1	Number
    of Shares Available for Grants	8
	4.2	Adjustments
    in Authorized Shares and Awards; Liquidation, Dissolution or 	 
	 	Change
    of Control	9
	 	 	 
	Article
    5. Eligibility and General Conditions of Awards	10
	 	 	 
	5.1	Eligibility	10
	5.2	Award
    Agreement	10
	5.3	General
    Terms and Termination of Affiliation	10
	5.4	Nontransferability
    of Awards	10
	5.5	Cancellation
    and Rescission of Awards	11
	5.6	Stand-Alone,
    Tandem and Substitute Awards	11
	5.7	Compliance
    with Rule 16b-3	11
	5.8	Deferral
    of Award Payouts	12
	 	 	 
	Article
    6. Stock Options	12
	 	 	 
	6.1	Grant
    of Options	12
	6.2	Award
    Agreement	12
	6.3	Option
    Exercise Price	13
	6.4	Grant
    of Incentive Stock Options	13
	6.5	Payment
    of Exercise Price	14
	 	 	 
	Article
    7. Stock Appreciation Rights	14
	 	 	 
	7.1	Issuance	14
	7.2	Award
    Agreements	14
	7.3	SAR
    Exercise Price	14
	7.4	Exercise
    and Payment	14
	7.5	Grant
    Limitations	15
	 	 	 
	Article
    8. Restricted Shares	15
	 	 	 
	8.1	Grant
    of Restricted Shares	15
	8.2	Award
    Agreement	15
	8.3	Consideration
    for Restricted Shares	15
	8.4	Effect
    of Forfeiture	15
	8.5	Escrow;
    Legends	15



 






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TABLE
OF CONTENTS


 


	 	PAGE
	Article
    9. Performance Shares	15
	 	 	 
	9.1	Grant
    of Performance Shares	15
	9.2	Value/Performance
    Goals	16
	9.3	Earning
    Performance Shares	16
	 	 	 
	Article
    10. Deferred Stock and Restricted Stock Units	16
	 	 	 
	10.1	Grant
    of Deferred Stock and Restricted Stock Units	16
	10.2	Vesting
    and Delivery	16
	10.3	Voting
    and Dividend Equivalent Rights Attributable to Deferred Stock and 	 
	 	Restricted
    Stock Units	17
	 	 	 
	Article
    11. Dividend Equivalents	17
	 	 	 
	Article
    12. Bonus Shares	17
	 	 	 
	Article
    13. Other Stock-Based Awards	17
	 	 	 
	Article
    14. Non-Employee Director Awards	18
	 	 	 
	Article
    15. Amendment, Modification, and Termination	18
	 	 	 
	15.1	Amendment,
    Modification, and Termination	18
	15.2	Awards
    Previously Granted	18
	 	 	 
	Article
    16. Compliance with Code Section 409A	18
	 	 	 
	16.1	Awards
    Subject to Code Section 409A	18
	16.2	Deferral
    and/or Distribution Elections	18
	16.3	Subsequent
    Elections	19
	16.4	Distributions
    Pursuant to Deferral Elections	19
	16.5	Six
    Month Delay	19
	16.6	Death
    or Disability	19
	16.7	No
    Acceleration of Distributions	19
	 	 	 
	Article
    17. Withholding	20
	 	 	 
	17.1	Required
    Withholding	20
	17.2	Notification
    under Code Section 83(b)	20
	 	 	 
	Article
    18. Additional Provisions	21
	 	 	 
	18.1	Successors	21
	18.2	Severability	21
	18.3	Requirements
    of Law	21
	18.4	Securities
    Law Compliance	21
	18.5	Awards
    Subject to Claw-Back Policies	21
	18.6	No
    Rights as a Stockholder	22
	18.7	Nature
    of Payments	22
	18.8	Non-Exclusivity
    of Plan	22
	18.9	Governing
    Law	22
	18.10	Unfunded
    Status of Awards; Creation of Trusts	22
	18.11	Affiliation	22
	18.12	Participation	22
	18.13	Military
    Service	22
	18.14	Construction	22
	18.15	Headings	23
	18.16	Obligations	23
	18.17	No
    Right to Continue as Director	23
	18.18	Stockholder
    Approval	23


 




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BRIGHT
GREEN CORPORATION


 


2022
OMNIBUS EQUITY COMPENSATION PLAN


 


Article
1.


Effective
Date, Objectives and Duration


 


1.1
Effective Date of the Plan . Bright Green Corporation, a Delaware
corporation (the “Company”), adopted the 2022 Omnibus Equity Compensation Plan (the “Plan”) on October [●],
2022 (the “Effective Date”), as set forth herein subject to approval by the Company’s stockholders.


 


1.2
Objectives of the Plan . The Plan is intended (a) to allow selected
employees of and consultants to the Company and its Affiliates to acquire or increase equity ownership in the Company, thereby strengthening
their commitment to the success of the Company and stimulating their efforts on behalf of the Company, and to assist the Company and
its Affiliates in attracting new employees, officers and consultants and retaining existing employees and consultants, (b) to optimize
the profitability and growth of the Company and its Affiliates through incentives which are consistent with the Company’s goals,
(c) to provide Grantees with an incentive for excellence in individual performance, (d) to promote teamwork among employees, consultants
and Non-Employee Directors, and (e) to attract and retain highly qualified persons to serve as Non-Employee Directors and to promote
ownership by such Non-Employee Directors of a greater proprietary interest in the Company, thereby aligning such Non-Employee Directors’
interests more closely with the interests of the Company’s stockholders.


 


1.3
Duration of the Plan . The Plan shall commence on the Effective
Date and shall remain in effect, subject to the right of the Board of Directors of the Company (“Board”) to amend or terminate
the Plan at any time pursuant to Article 15 hereof, until the earlier of the tenth (10th) anniversary of the Effective Date, or the date
all Shares subject to the Plan shall have been purchased or acquired and the restrictions on all Restricted Shares granted under the
Plan shall have lapsed, according to the Plan’s provisions.


 


Article
2.


Definitions


 


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


 


2.1
“Affiliate” means any corporation or other entity,
including but not limited to partnerships, limited liability companies and joint ventures, with respect to which the Company, directly
or indirectly, owns as applicable (a) stock possessing more than fifty percent (50%) of the total combined voting power of all classes
of stock entitled to vote, or more than fifty percent (50%) of the total value of all shares of all classes of stock of such corporation,
or (b) an aggregate of more than fifty percent (50%) of the profits interest or capital interest of a non-corporate entity.


 


2.2
“Award” means Options (including non-qualified options
and Incentive Stock Options), SARs, Restricted Shares, Performance Shares, Deferred Stock, Restricted Stock Units, Dividend Equivalents,
Bonus Shares or Other Stock-Based Awards granted under the Plan.


 


2.3
“Award Agreement” means either (a) a written agreement
entered into by the Company and a Grantee setting forth the terms and provisions applicable to an Award granted under this Plan, or (b)
a written statement issued by the Company to a Grantee describing the terms and provisions of such Award, including any amendment or
modification thereof. The Committee may provide for the use of electronic, internet or other non-paper Award Agreements and the use of
electronic, internet or other non-paper means for the acceptance thereof and actions thereunder by the Grantee.


 




    	 



     


    

 


2.4
“Board” means the Board of Directors of the Company.


 


2.5
“Bonus Shares” means Shares that are awarded to a
Grantee with or without cost and without restrictions either in recognition of past performance (whether determined by reference to another
employee benefit plan of the Company or otherwise), as an inducement to become an Eligible Person or, with the consent of the Grantee,
as payment in lieu of any cash remuneration otherwise payable to the Grantee.


 


2.6
“Cause” means, except as otherwise defined in an Award
Agreement:


 


(a)
the failure by the Grantee to perform, in a reasonable manner, his or her duties as assigned by the Company or an Affiliate;


 


(b)
any material violation or breach by the Grantee of his or her employment, consulting or other similar agreement with the Company or an
Affiliate, if any;


 


(c)
any violation or breach by the Grantee of any non-competition, non-solicitation, non-disclosure and/or other similar agreement with the
Company or an Affiliate;


 


(d)
any act by the Grantee of dishonesty or bad faith with respect to the Company or an Affiliate;


 


(e)
use of alcohol, drugs or other similar substances in a manner that adversely affects the Grantee’s work performance;


 


(f)
the commission by the Grantee of any felony or crime involving moral turpitude; or


 


(g)
any material misconduct in violation of the Company’s or an Affiliate’s written policies regarding ethical standards, conduct
in workplace or safety.


 


provided,
however, that if the Grantee has a written employment or consulting agreement with the Company or any of its Affiliates that includes
a definition of “cause,” Cause shall have the meaning set forth in such employment or consulting agreement.


 


2.7
“CEO” means the Chief Executive Officer of the Company.


 


2.8
“Change in Control” shall have the meaning set forth
in Section 16.4(e)


 


2.9
“Code” means the Internal Revenue Code of 1986, as
amended from time to time. References to a particular section of the Code include references to regulations and rulings thereunder and
to successor provisions.


 


2.10
“Committee” or “Incentive Plan Committee” has
the meaning set forth in Section 3.1(a).


 


2.11
“Compensation Committee” means the compensation committee
of the Board.


 


2.12
“Common Stock” means the common stock, par value $0.0001
per share, of the Company.


 


2.13
“Corporate Transaction” shall have the meaning set
forth in Section 4.2(b).


 


2.14
“Deferred Stock” means a right, granted under Article
10, to receive Shares at the end of a specified deferral period.


 




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2.15
“Disability” or “Disabled” means,
unless otherwise defined in an Award Agreement, or as otherwise determined under procedures established by the Committee for purposes
of the Plan:


 


(a)
Except as provided in (b) below, a disability within the meaning of Section 22(e)(3) of the Code; and


 


(b)
In the case of any Award that constitutes deferred compensation within the meaning of Section 409A of the Code, a disability as defined
in regulations under Code Section 409A. For purpose of Code Section 409A, a Grantee will be considered Disabled if:


 


(i)
the Grantee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment
which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or


 


(ii)
the Grantee is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can
be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of
not less than three (3) months under an accident and health plan covering employees of the Grantee’s employer.


 


2.16
“Dividend Equivalent” means a right to receive payments
equal to dividends or property, if and when paid or distributed, on a specified number of Shares.


 


2.17
“Effective Date” has the meaning set forth in Section
1.1.


 


2.18
“Eligible Person” means any employee (including any
officer) of, or non-employee consultant to, or Non-Employee Director of, the Company or any Affiliate. Notwithstanding the foregoing,
an Eligible Person shall also include an individual who is expected to become an employee of, non-employee consultant to, or Non-Employee
Director, of the Company or any Affiliate within a reasonable period of time after the grant of an Award; provided that any Award granted
to any such individual shall be automatically terminated and cancelled without consideration if the individual does not begin performing
services for the Company or any Affiliate within twelve (12) months after the Grant Date. Solely for purposes of Section 5.6(b), current
or former employees or non-employee directors of, or consultants to, of an Acquired Entity who receive Substitute Awards in substitution
for Acquired Entity Awards shall be considered Eligible Persons under this Plan with respect to such Substitute Awards.


 


2.19
“Exchange Act” means the Securities Exchange Act of
1934, as amended from time to time. References to a particular section of the Exchange Act include references to successor provisions.


 


2.20
“Exercise Price” means (a) with respect to an Option,
the price at which a Share may be purchased by a Grantee pursuant to such Option or (b) with respect to a SAR, the price established
at the time a SAR is granted pursuant to Article 7, which is used to determine the amount, if any, of the payment due to a Grantee upon
exercise the SAR.


 


2.21
“Fair Market Value” of a Share means a price that
is based on the opening, closing, actual, high, low, or the arithmetic mean of selling prices of a Share reported on an established stock
exchange which is the principal exchange upon which the Shares are traded on the applicable date or the preceding trading day. Unless
the Committee determines otherwise, if the Shares are traded over the counter at the time a determination of its Fair Market Value is
required to be made hereunder, Fair Market Value shall be deemed to be equal to the arithmetic mean between the reported high and low
or closing bid and asked prices of a Share on the applicable date, or if no such trades were made that day then the most recent date
on which Shares were publicly traded. In the event Shares are not publicly traded at the time a determination of their Fair Market Value
is required to be made hereunder, the determination of their Fair Market Value shall be made by the Committee in such manner as it deems
appropriate provided such manner is consistent with Treasury Regulation Section 1.409A-1(b)(5)(iv)(B).


 




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2.22
“Grant Date” means the date on which an Award is granted
or such later date as specified in advance by the Committee.


 


2.23
“Grantee” means a person who has been granted an Award.


 


2.24
“Incentive Stock Option” means an Option that is intended
to meet the requirements of Section 422 of the Code.


 


2.25
“Including” or “includes” means
“including, without limitation,” or “includes, without limitation,” respectively.


 


2.26
“Management Committee” has the meaning set forth in
Section 3.1(b).


 


2.27
“Non-Employee Director” means a member of the Board
who is not an employee of the Company or any Affiliate.


 


2.28
“Option” means an option granted under Article 6 of
the Plan.


 


2.29
“Other Stock-Based Award” means a right, granted under
Article 13 hereof, that relates to or is valued by reference to Shares or other Awards relating to Shares.


 


2.30
“Parent Corporation” means a corporation other than
the Company in an unbroken chain of corporations ending with the Company if, at the time of granting the Option, each of the corporations
other than the Company in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock
in one of the other corporations in such chain.


 


2.31
“Performance Share” have the meaning set forth in
Article 9.


 


2.32
“Period of Restriction” means the period during which
Restricted Shares are subject to forfeiture if the conditions specified in the Award Agreement are not satisfied.


 


2.33
“Person” means any individual, sole proprietorship,
partnership, joint venture, limited liability company, trust, unincorporated organization, association, corporation, institution, public
benefit corporation, entity or government instrumentality, division, agency, body or department.


 


2.34
“Restricted Shares” means Shares, granted under Article
8, that are both subject to forfeiture and are nontransferable if the Grantee does not satisfy the conditions specified in the Award
Agreement applicable to such Shares.


 


2.35
“Restricted Stock Units” are rights, granted under Article 10, to receive Shares if the Grantee satisfies the conditions
specified in the Award Agreement applicable to such rights.


 


2.36
“Rule 16b-3” means Rule 16b-3 promulgated by the SEC under the Exchange Act, as amended from time to time, together
with any successor rule.


 


2.37
“SEC” means the Securities and Exchange Commission,
or any successor thereto.


 


2.38
“Section 16 Non-Employee Director” means a member
of the Board who satisfies the requirements to qualify as a “non-employee director” under Rule 16b-3.


 


2.39
“Section 16 Person” means a person who is subject
to potential liability under Section 16(b) of the Exchange Act with respect to transactions involving equity securities of the Company.


 




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2.40
“Separation from Service” means, with respect to any
Award that constitutes deferred compensation within the meaning of Code Section 409A, a “separation from service” as defined
in Treasury Regulation Section 1.409A-1(h). For this purpose, a “separation from service” is deemed to occur on the date
that the Company and the Grantee reasonably anticipate that the level of bona fide services the Grantee would perform for the Company
and/or any Affiliates after that date (whether as an employee, Non-Employee Director or consultant or independent contractor) would permanently
decrease to a level that, based on the facts and circumstances, would constitute a separation from service; provided that a decrease
to a level that is 50% or more of the average level of bona fide services provided over the prior 36 months shall not be a separation
from service, and a decrease to a level that is 20% or less of the average level of such bona fide services shall be a separation from
service. The Committee retains the right and discretion to specify, and may specify, whether a separation from service occurs for individuals
providing services to the Company or an Affiliate immediately prior to an asset purchase transaction in which the Company or an Affiliate
is the seller and who provide services to a buyer after and in connection with such asset purchase transaction; provided, such specification
is made in accordance with the requirements of Treasury Regulation Section 1.409A-1(h)(4).


 


2.41
“Share” means a share of Common Stock, and such other
securities of the Company, as may be substituted or resubstituted for Shares pursuant to Section 4.2 hereof.


 


2.42
“Stock Appreciation Right” or “SAR” means
an Award granted under Article 7 of the Plan.


 


2.43
“Subplan” means an exhibit or attachment to this Plan
(if any), which sets forth such modifications to the terms of the Plan or such additional policies and procedures that the Committee,
in its discretion, deems to be necessary or advisable for Awards granted to Eligible Persons who are citizens of or reside in other another
country or jurisdiction to comply with applicable legal requirements is such country or jurisdiction. A separate Subplan may be established
by the Committee for each other country or jurisdiction in which Awards are expected to be granted. The terms of a Subplan may modify
any provision in this Plan except that it may not provide for the grant of an Award to any individual who is not an Eligible Person and
it may not increase the number of Shares authorized for issuance under the Plan.


 


2.44
“Subsidiary Corporation” means a corporation other
than the Company in an unbroken chain of corporations beginning with the Company if, at the time of granting the Option, each of the
corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power
of all classes of stock in one of the other corporations in such chain.


 


2.45
“Surviving Company” means the surviving corporation
in any merger or consolidation, involving the Company, including the Company if the Company is the surviving corporation, or the direct
or indirect parent company of the Company or such surviving corporation following a sale of substantially all of the outstanding stock
of the Company.


 


2.46
“Term” of any Option or SAR means the period beginning
on the Grant Date of an Option or SAR and ending on the date such Option or SAR expires, terminates or is cancelled. No Option or SAR
granted under this Plan shall have a Term exceeding 10 years


 


2.47
“Termination of Affiliation” occurs on the first day
on which an individual is for any reason no longer providing services to the Company or any Affiliate in the capacity of an employee,
officer, Non-Employee Director or consultant or with respect to an individual who is an employee, officer or Non-Employee Director of
or a consultant to an Affiliate, the first day on which such entity ceases to be an Affiliate of the Company unless such person continues
to perform services for the Company or another Affiliate. Notwithstanding the foregoing, if an Award constitutes deferred compensation
within the meaning of Code Section 409A, Termination of Affiliation with respect to such Award shall mean the Grantee’s Separation
from Service.


 




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Article
3.


Administration


 


3.1
Committee.


 


(a)
Subject to Article 14, and to Section 3.2, the Plan shall be administered by a Committee (the “Incentive Plan Committee”
or the “Committee”) of directors of the Company appointed by the Board from time to time. Notwithstanding the foregoing,
either the Board or the Compensation Committee may at any time and in one or more instances reserve administrative powers to itself as
the Committee or exercise any of the administrative powers of the Committee. To the extent the Board or Compensation Committee considers
it desirable to comply with Rule 16b-3, the Committee shall consist of two or more directors of the Company, all of whom qualify as Section
16 Non-Employee Directors. The number of members of the Committee shall from time to time be increased or decreased, and shall be subject
to such conditions, in each case if and to the extent the Board deems it appropriate, to permit transactions in Shares pursuant to the
Plan to satisfy such conditions of Rule 16b-3 as then in effect.


 


(b)
The Board or the Compensation Committee may appoint and delegate to another committee (“Management Committee”), or to the
CEO, any or all of the authority of the Board or the Committee, as applicable, with respect to Awards to Grantees other than Grantees
who are executive officers, Non-Employee Directors, or who are (or are expected to be) Section 16 Persons at the time any such delegated
authority is exercised.


 


(c)
Unless the context requires otherwise, any references herein to “Committee” include references to the Incentive Plan Committee,
the Board or the Compensation Committee to the extent Incentive Plan Committee, the Board or the Compensation Committee, as applicable,
has assumed or exercises administrative powers itself as the Committee pursuant to subsection (a), and to the Management Committee or
the CEO to the extent either has been delegated authority pursuant to subsection (b), as applicable; provided that (i) for purposes of
Awards to Non-Employee Directors, “Committee” shall include only the full Board, and (ii) for purposes of Awards intended
to comply with Rule 16b-3, “Committee” shall include only the Incentive Plan Committee or the Compensation Committee.


 


3.2
Powers of Committee. Subject to and consistent with the provisions
of the Plan (including Article 14), the Committee has full and final authority and sole discretion as follows; provided that any such
authority or discretion exercised with respect to a specific Non-Employee Director shall be approved by the affirmative vote of a majority
of the members of the Board, even if not a quorum, but excluding the Non-Employee Director with respect to whom such authority or discretion
is exercised:


 


(a)
to determine when, to whom and in what types and amounts Awards should be granted;


 


(b)
to grant Awards to Eligible Persons in any number and to determine the terms and conditions applicable to each Award (including the number
of Shares to which an Award will relate, any Exercise Price or purchase price, any limitation or restriction, any schedule for or performance
conditions relating to the earning of the Award or the lapse of limitations, forfeiture restrictions, restrictions on exercisability
or transferability, any performance goals including those relating to the Company and/or an Affiliate and/or any division thereof and/or
an individual, and/or vesting based on the passage of time, based in each case on such considerations as the Committee shall determine);


 


(c)
to determine the benefit payable under any Performance Share, Dividend Equivalent, Other Stock-Based Award or Cash Incentive Award and
to determine whether any performance or vesting conditions have been satisfied;


 




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(d)
to determine whether or not specific Awards shall be granted in connection with other specific Awards, and if so, whether they shall
be exercisable cumulatively with, or alternatively to, such other specific Awards and all other matters to be determined in connection
with an Award;


 


(e)
to determine the Term of any Option or SAR;


 


(f)
to determine the amount, if any, that a Grantee shall pay for Restricted Shares, whether to permit or require the payment of cash dividends
thereon to be deferred and the terms related thereto, when Restricted Shares (including Restricted Shares acquired upon the exercise
of an Option) shall be forfeited and whether such shares shall be held in escrow;


 


(g)
to determine whether, to what extent and under what circumstances an Award may be settled in, or the exercise price of an Award may be
paid in, cash, Shares, other Awards or other property, or an Award may be accelerated, vested, canceled, forfeited or surrendered or
any terms of the Award may be waived, and to accelerate the exercisability of, and to accelerate or waive any or all of the terms and
conditions applicable to, any Award or any group of Awards for any reason and at any time;


 


(h)
to determine with respect to Awards granted to Eligible Persons whether, to what extent and under what circumstances cash, Shares, other
Awards, other property and other amounts payable with respect to an Award will be deferred, either at the election of the Grantee or
automatically pursuant to the terms of the Award Agreement;


 


(i)
to offer to exchange or buy out any previously granted Award for a payment in cash, Shares or other Award;


 


(j)
to construe and interpret the Plan and to make all determinations, including factual determinations, necessary or advisable for the administration
of the Plan;


 


(k)
to make, amend, suspend, waive and rescind rules and regulations relating to the Plan;


 


(l)
to appoint such agents as the Committee may deem necessary or advisable to administer the Plan;


 


(m)
to determine the terms and conditions of all Award Agreements applicable to Eligible Persons (which need not be identical) and, with
the consent of the Grantee, to amend any such Award Agreement at any time, among other things, to permit transfers of such Awards to
the extent permitted by the Plan; provided that the consent of the Grantee shall not be required for any amendment (i) which does not
adversely affect the rights of the Grantee, or (ii) which is necessary or advisable (as determined by the Committee) to carry out the
purpose of the Award as a result of any new applicable law or change in an existing applicable law, or (iii) to the extent the Award
Agreement specifically permits amendment without consent;


 


(n)
to cancel, with the consent of the Grantee, outstanding Awards and to grant new Awards in substitution therefor;


 


(o)
to impose such additional terms and conditions upon the grant, exercise or retention of Awards as the Committee may, before or concurrently
with the grant thereof, deem appropriate, including limiting the percentage of Awards which may from time to time be exercised by a Grantee;


 




    	- 7 -



     


    

 


(p)
to make adjustments in the terms and conditions of, and the criteria in, Awards in recognition of unusual or nonrecurring events (including
events described in Section 4.2) affecting the Company or an Affiliate or the financial statements of the Company or an Affiliate, or
in response to changes in applicable laws, regulations or accounting principles;


 


(q)
to correct any defect or supply any omission or reconcile any inconsistency, and to construe and interpret the Plan, any Subplan, the
rules and regulations, and Award Agreement or any other instrument entered into or relating to an Award under the Plan;


 


(r)
to adopt, modify or terminate any Subplan; and


 


(s)
to take any other action with respect to any matters relating to the Plan for which it is responsible and to make all other decisions
and determinations as may be required under the terms of the Plan or as the Committee may deem necessary or advisable for the administration
of the Plan.


 


Any
action of the Committee with respect to the Plan shall be final, conclusive and binding on all persons, including the Company, its Affiliates,
any Grantee, any person claiming any rights under the Plan from or through any Grantee, and stockholders, except to the extent the Committee
may subsequently modify, or take further action not consistent with, its prior action. If not specified in the Plan, the time at which
the Committee must or may make any determination shall be determined by the Committee, and any such determination may thereafter be modified
by the Committee. The express grant of any specific power to the Committee, and the taking of any action by the Committee, shall not
be construed as limiting any power or authority of the Committee. The Committee may delegate to officers or managers of the Company or
any Affiliate the authority, subject to such terms as the Committee shall determine, to perform specified functions under the Plan (subject
to Sections 4.3 and 5.7(c)).


 


3.3
No Repricings. Notwithstanding any provision in Section 3.2 to
the contrary, the terms of any outstanding Option or SAR may not be amended to reduce the Exercise Price of such Option or SAR or cancel
any outstanding Option or SAR in exchange for other Options or SARs with an Exercise Price that is less than the Exercise Price of the
cancelled Option or SAR or for any cash payment (or Shares having with a Fair Market Value) in an amount that exceeds the excess of the
Fair Market Value of the Shares underlying such cancelled Option or SAR over the aggregate Exercise Price of such Option or SAR or for
any other Award, without stockholder approval; provided, however, that the restrictions set forth in this Section 3.3, shall not apply
(i) unless the Company has a class of stock that is registered under Section 12 of the Exchange Act or (ii) to any adjustment allowed
under to Section 4.2.


 


Article
4.


Shares
Subject to the Plan


 


4.1
Number of Shares Available for Grants. Subject to adjustment as
provided in Section 4.2 and except as provided in Section 5.6(b), the maximum number of Shares hereby reserved for delivery under the
Plan, including Shares issued upon exercise of Incentive Stock Options, shall be 13,547,384.


 


If
any Shares subject to an Award granted hereunder (other than a Substitute Award granted pursuant to Section 5.6(b)) are forfeited or
such Award otherwise terminates without the delivery of such Shares, the Shares subject to such Award, to the extent of any such forfeiture
or termination, shall again be available for grant under the Plan. For avoidance of doubt, however, if any Shares subject to an Award
granted hereunder are withheld or applied as payment in connection with the exercise of an Award or the withholding or payment of taxes
related thereto (“Returned Shares”), such Returned Shares will be not treated as having been delivered for purposes of determining
the maximum number of Shares available for grant under the Plan and shall again be treated as available for grant under the Plan. The
number of Shares available for issuance under the Plan may not be increased through the Company’s purchase of Shares on the open
market with the proceeds obtained from the exercise of any Options granted hereunder. The number of Shares actually issued upon exercise
of the SARs will be treated as having been delivered for purposes of determining the maximum number of Shares available for grant under
the Plan and such Shares shall not again be treated as available for grant under the Plan.


 




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Shares
delivered pursuant to the Plan may be, in whole or in part, authorized and unissued Shares, or treasury Shares, including Shares repurchased
by the Company for purposes of the Plan.


 


4.2
Adjustments in Authorized Shares and Awards; Liquidation, Dissolution or Change of Control.


 


(a)
Adjustment in Authorized Shares and Awards. In the event that the Committee determines that any non-cash dividend or other distribution
(whether in the form of, Shares, or other property), recapitalization, forward or reverse stock split, subdivision, consolidation or
reduction of capital, reorganization, merger, consolidation, scheme of arrangement, split-up, spin-off or combination involving the Company
or repurchase or exchange of Shares or other securities of the Company or other rights to purchase Shares or other securities of the
Company, or other similar corporate transaction or event affects the Shares such that any adjustment is determined by the Committee to
be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under
the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number and type of Shares (or
other securities or property) with respect to which Awards may be granted, (ii) the number and type of Shares (or other securities or
property) subject to outstanding Awards, (iii) the Exercise Price with respect to any Option or SAR or, if deemed appropriate, make provision
for a cash payment to the holder of an outstanding Award, and (iv) the number and kind of Shares of outstanding Restricted Shares, or
the Shares underlying any Award of Restricted Stock Units, Deferred Stock or other outstanding Share-based Award. Notwithstanding the
foregoing, no such adjustment shall be authorized with respect to any Options or SARs to the extent that such adjustment would cause
the Option or SAR (determined as if such Option or SAR was an Incentive Stock Option) to violate Section 424(a) of the Code or otherwise
subject any Grantee to taxation under Section 409A of the Code; and provided further that the number of Shares subject to any
Award denominated in Shares shall always be a whole number.


 


(b)
Merger, Consolidation or Similar Corporate Transaction. In the event of a merger or consolidation of the Company with or into
another corporation or a sale of substantially all of the stock or assets of the Company (a “Corporate Transaction”), unless
an outstanding Award is assumed by the Surviving Company or replaced with an equivalent Award granted by the Surviving Company in substitution
for such outstanding Award, the Committee shall cancel any outstanding Awards that are not vested and nonforfeitable as of the consummation
of such Corporate Transaction (unless the Committee accelerates the vesting of any such Awards) and with respect to any vested and nonforfeitable
Awards, the Committee may either (i) allow all Grantees to exercise such Awards of Options and SARs within a reasonable period prior
to the consummation of the Corporate Transaction and cancel any outstanding Options or SARs that remain unexercised upon consummation
of the Corporate Transaction, or (ii) cancel any or all of such outstanding Awards in exchange for a payment (in cash, or in securities
or other property) in an amount equal to the amount that the Grantee would have received (net of the Exercise Price with respect to any
Options or SARs) if such vested Awards were settled or distributed or such vested Options and SARs were exercised immediately prior to
the consummation of the Corporate Transaction. Notwithstanding the foregoing, if an Option or SAR is not assumed by the Surviving Company
or replaced with an equivalent Award issued by the Surviving Company and the Exercise Price with respect to any outstanding Option or
SAR exceeds the Fair Market Value of the Shares immediately prior to the consummation of the Corporation Transaction, such Awards shall
be cancelled without any payment to the Grantee.


 




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(c)
Liquidation or Dissolution of the Company. In the event of the proposed dissolution or liquidation of the Company, each Award
will terminate immediately prior to the consummation of such proposed action, unless otherwise provided by the Committee. Additionally,
the Committee may, in the exercise of its sole discretion, cause Awards to be vested and non-forfeitable and cause any conditions on
any such Award to lapse, as to all or any part of such Award, including Shares as to which the Award would not otherwise be exercisable
or non-forfeitable and allow all Grantees to exercise such Awards of Options and SARs within a reasonable period prior to the consummation
of such proposed action. Any Awards that remain unexercised upon consummation of such proposed action shall be cancelled.


 


(d)
Deferred Compensation Awards. Notwithstanding the forgoing provisions of this Section 4.2, if an Award constitutes deferred compensation
within the meaning of Code Section 409A, no payment or settlement of such Award shall be made pursuant to Section 4.2(b) or (c), unless
the Corporate Transaction or the dissolution or liquidation of the Company, as applicable, constitutes a change in ownership or effective
control of the Company or a change in ownership of a substantial portion of the assets of the Company as described in Treasury Regulation
Section 1.409A-3(i)(5).


 


Article
5.


Eligibility
and General Conditions of Awards


 


5.1
Eligibility. The Committee may in its discretion grant Awards
to any Eligible Person, whether or not he or she has previously received an Award; provided, however, that all Awards made to Non-Employee
Directors shall be determined by the Board in its sole discretion.


 


5.2
Award Agreement. To the extent not set forth in the Plan, the
terms and conditions of each Award shall be set forth in an Award Agreement.


 


5.3
General Terms and Termination of Affiliation. The Committee may
impose on any Award or the exercise or settlement thereof, at the date of grant or, subject to the provisions of Section 15.2, thereafter,
such additional terms and conditions not inconsistent with the provisions of the Plan as the Committee shall determine, including terms
requiring forfeiture, acceleration or pro-rata acceleration of Awards in the event of a Termination of Affiliation by the Grantee. Except
as may be required under Delaware General Corporation Law, Awards may be granted for no consideration other than prior and future services.
Except as otherwise set forth in an Award Agreement or as otherwise determined by the Committee pursuant to this Section 5.3, all Awards
that remain subject to a risk of forfeiture or which are not otherwise vested at the time of a Termination of Affiliation shall be forfeited
to the Company and except as otherwise provided in an Award Agreement, all vested Options and SARs shall expire three months after Termination
of Affiliation.


 


5.4
Nontransferability of Awards.


 


(a)
Each Award and each right under any Award shall be exercisable only by the Grantee during the Grantee’s lifetime, or, if permissible
under applicable law, by the Grantee’s guardian or legal representative or by a transferee receiving such Award pursuant to a domestic
relations order (a “QDRO”) as defined in the Code or Title I of the Employee Retirement Income Security Act of 1974, as amended.


 


(b)
No Award (prior to the time, if applicable, Shares are delivered in respect of such Award), and no right under any Award, may be assigned,
alienated, pledged, attached, sold or otherwise transferred or encumbered by a Grantee otherwise than by will or by the laws of descent
and distribution (or in the case of Restricted Shares, to the Company) or pursuant to a QDRO, and any such purported assignment, alienation,
pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliate; provided that
the designation of a beneficiary to receive benefits in the event of the Grantee’s death shall not constitute an assignment, alienation,
pledge, attachment, sale, transfer or encumbrance.


 




    	- 10 -



     


    

 


(c)
Notwithstanding subsections (a) and (b) above, to the extent provided in the Award Agreement or approved by the Committee, Options (other
than Incentive Stock Options) and Restricted Shares, may be transferred, without consideration, to a Permitted Transferee. For this purpose,
a “Permitted Transferee” in respect of any Grantee means any member of the Immediate Family of such Grantee, any trust of
which all of the primary beneficiaries are such Grantee or members of his or her Immediate Family, or any partnership (including limited
liability companies and similar entities) of which all of the partners or members are such Grantee or members of his or her Immediate
Family; and the “Immediate Family” of a Grantee means the Grantee’s spouse, children, stepchildren, grandchildren,
parents, stepparents, siblings, grandparents, nieces and nephews. Such Option may be exercised by such transferee in accordance with
the terms of the Award Agreement. If so determined by the Committee, a Grantee may, in the manner established by the Committee, designate
a beneficiary or beneficiaries to exercise the rights of the Grantee, and to receive any distribution with respect to any Award upon
the death of the Grantee. A transferee, beneficiary, guardian, legal representative or other person claiming any rights under the Plan
from or through any Grantee shall be subject to and consistent with the provisions of the Plan and any applicable Award Agreement, except
to the extent the Plan and Award Agreement otherwise provide with respect to such persons, and to any additional restrictions or limitations
deemed necessary or appropriate by the Committee.


 


(d)
Nothing herein shall be construed as requiring the Committee to honor a QDRO except to the extent required under applicable law.


 


5.5
Cancellation and Rescission of Awards. Unless the Award Agreement
specifies otherwise, the Committee may cancel, rescind, suspend, withhold, or otherwise limit or restrict any unexercised Award at any
time if the Grantee is not in compliance with all applicable provisions of the Award Agreement and the Plan or if the Grantee has a Termination
of Affiliation.


 


5.6
Stand-Alone, Tandem and Substitute Awards.


 


(a)
Awards granted under the Plan may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with, or
in substitution for, any other Award granted under the Plan unless such tandem or substitution Award would subject the Grantee to tax
penalties imposed under Section 409A of the Code. If an Award is granted in substitution for another Award or any non-Plan award or benefit,
the Committee shall require the surrender of such other Award or non-Plan award or benefit in consideration for the grant of the new
Award. Awards granted in addition to or in tandem with other Awards or non-Plan awards or benefits may be granted either at the same
time as or at a different time from the grant of such other Awards or non-Plan awards or benefits; provided, however, that if any SAR
is granted in tandem with an Incentive Stock Option, such SAR and Incentive Stock Option must have the same Grant Date, Term and the
Exercise Price of the SAR may not be less than the Exercise Price of the Incentive Stock Option.


 


(b)
The Committee may, in its discretion and on such terms and conditions as the Committee considers appropriate in the circumstances, grant
Awards under the Plan (“Substitute Awards”) in substitution for stock and stock-based awards (“Acquired Entity Awards”)
held by current or former employees or non-employee directors of, or consultants to, another corporation or entity who become Eligible
Persons as the result of a merger or consolidation of the employing corporation or other entity (the “Acquired Entity”) with
the Company or an Affiliate or the acquisition by the Company or an Affiliate of property or stock of the Acquired Entity immediately
prior to such merger, consolidation or acquisition in order to preserve for the Grantee the economic value of all or a portion of such
Acquired Entity Award at such price as the Committee determines necessary to achieve preservation of economic value. The limitations
of Sections 4.1 and 4.3 on the number of Shares reserved or available for grants shall not apply to Substitute Awards granted under this
Section 5.6(b).


 




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5.7
Compliance with Rule 16b-3. The provisions of this Section 5.7
will not apply unless and until the Company has a class of stock that is registered under Section 12 of the Exchange Act.


 


(a)
Six-Month Holding Period Advice. Unless a Grantee could otherwise
dispose of or exercise a derivative security or dispose of Shares delivered under the Plan without incurring liability under Section
16(b) of the Exchange Act, the Committee may advise or require a Grantee to comply with the following in order to avoid incurring liability
under Section 16(b) of the Exchange Act: (i) at least six months must elapse from the date of acquisition of a derivative security under
the Plan to the date of disposition of the derivative security (other than upon exercise or conversion) or its underlying equity security,
and (ii) Shares granted or awarded under the Plan other than upon exercise or conversion of a derivative security must be held for at
least six months from the date of grant of an Award.


 


(b)
Reformation to Comply with Exchange Act Rules. To the extent the
Committee determines that a grant or other transaction by a Section 16 Person should comply with applicable provisions of Rule 16b-3
(except for transactions exempted under alternative Exchange Act rules), the Committee shall take such actions as necessary to make such
grant or other transaction so comply, and if any provision of this Plan or any Award Agreement relating to a given Award does not comply
with the requirements of Rule 16b-3 as then applicable to any such grant or transaction, such provision will be construed or deemed amended,
if the Committee so determines, to the extent necessary to conform to the then applicable requirements of Rule 16b-3.


 


(c)
Rule 16b-3 Administration. Any function relating to a Section
16 Person shall be performed solely by the Committee or the Board if necessary to ensure compliance with applicable requirements of Rule
16b-3, to the extent the Committee determines that such compliance is desired. Each member of the Committee or person acting on behalf
of the Committee shall be entitled to, in good faith, rely or act upon any report or other information furnished to him by any officer,
manager or other employee of the Company or any Affiliate, the Company’s independent certified public accountants or any executive
compensation consultant or attorney or other professional retained by the Company to assist in the administration of the Plan.


 


5.8
Deferral of Award Payouts. The Committee may permit a Grantee
to defer, or if and to the extent specified in an Award Agreement require the Grantee to defer, receipt of the payment of cash or the
delivery of Shares that would otherwise be due by virtue of the lapse or waiver of restrictions with respect to Restricted Stock Units,
the satisfaction of any requirements or goals with respect to Performance Shares, the lapse or waiver of the deferral period for Deferred
Stock, or the lapse or waiver of restrictions with respect to Other Stock-Based Awards or Cash Incentive Awards. If the Committee permits
such deferrals, the Committee shall establish rules and procedures for making such deferral elections and for the payment of such deferrals,
which shall conform in form and substance with applicable regulations promulgated under Section 409A of the Code and Article 16 to ensure
that the Grantee is not subjected to tax penalties under Section 409A of the Code with respect to such deferrals. Except as otherwise
provided in an Award Agreement, any payment or any Shares that are subject to such deferral shall be made or delivered to the Grantee
as specified in the Award Agreement or pursuant to the Grantee’s deferral election.


 


Article
6.


Stock
Options


 


6.1
Grant of Options. Subject to and consistent with the provisions
of the Plan, Options may be granted to any Eligible Person in such number, and upon such terms, and at any time and from time to time
as shall be determined by the Committee.


 


6.2
Award Agreement. Each Option grant shall be evidenced by an Award
Agreement that shall specify the Exercise Price, the Term of the Option, the number of Shares to which the Option pertains, the time
or times at which such Option shall be exercisable and such other provisions as the Committee shall determine.


 




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6.3
Option Exercise Price. The Exercise Price of an Option under this
Plan shall be determined in the sole discretion of the Committee but may not be less than 100% of the Fair Market Value of a Share on
the Grant Date.


 


6.4
Grant of Incentive Stock Options. At the time of the grant of
any Option, the Committee may in its discretion designate that such Option shall be made subject to additional restrictions to permit
it to qualify as an Incentive Stock Option. Any Option designated as an Incentive Stock Option:


 


(a)
shall be granted only to an employee of the Company or a Subsidiary Corporation;


 


(b)
shall have an Exercise Price of not less than 100% of the Fair Market Value of a Share on the Grant Date, and, if granted to a person
who owns capital stock (including stock treated as owned under Section 424(d) of the Code) possessing more than 10% of the total combined
voting power of all classes of capital stock of the Company or any Subsidiary Corporation (a “More Than 10% Owner”), have
an Exercise Price not less than 110% of the Fair Market Value of a Share on its Grant Date;


 


(c)
shall be for a period of not more than 10 years (five years if the Grantee is a More Than 10% Owner) from its Grant Date, and shall be
subject to earlier termination as provided herein or in the applicable Award Agreement;


 


(d)
shall not have an aggregate Fair Market Value (as of the Grant Date) of the Shares with respect to which Incentive Stock Options (whether
granted under the Plan or any other stock option plan of the Grantee’s employer or any parent or Subsidiary Corporation (“Other
Plans”)) are exercisable for the first time by such Grantee during any calendar year (“Current Grant”), determined
in accordance with the provisions of Section 422 of the Code, which exceeds $100,000 (the “$100,000 Limit”);


 


(e)
shall, if the aggregate Fair Market Value of the Shares (determined on the Grant Date) with respect to the Current Grant and all Incentive
Stock Options previously granted under the Plan and any Other Plans which are exercisable for the first time during a calendar year (“Prior
Grants”) would exceed the $100,000 Limit, be, as to the portion in excess of the $100,000 Limit, exercisable as a separate option
that is not an Incentive Stock Option at such date or dates as are provided in the Current Grant;


 


(f)
shall require the Grantee to notify the Committee of any disposition of any Shares delivered pursuant to the exercise of the Incentive
Stock Option under the circumstances described in Section 421(b) of the Code (relating to holding periods and certain disqualifying dispositions)
(“Disqualifying Disposition”) within 10 days of such a Disqualifying Disposition;


 


(g)
shall by its terms not be assignable or transferable other than by will or the laws of descent and distribution and may be exercised,
during the Grantee’s lifetime, only by the Grantee; provided, however, that the Grantee may, to the extent provided in the Plan
in any manner specified by the Committee, designate in writing a beneficiary to exercise his or her Incentive Stock Option after the
Grantee’s death; and


 


(h)
shall, if such Option nevertheless fails to meet the foregoing requirements, or otherwise fails to meet the requirements of Section 422
of the Code for an Incentive Stock Option, be treated for all purposes of this Plan, except as otherwise provided in subsections (d)
and (e) above, as an Option that is not an Incentive Stock Option.


 


Notwithstanding
the foregoing and Section 3.2, the Committee may, without the consent of the Grantee, at any time before the exercise of an Option (whether
or not an Incentive Stock Option), take any action necessary to prevent such Option from being treated as an Incentive Stock Option.


 




    	- 13 -



     


    

 


6.5
Payment of Exercise Price. Except as otherwise provided by the
Committee in an Award Agreement, Options shall be exercised by the delivery of a written notice of exercise to the Company, setting forth
the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares made by any one
or more of the following means:


 


(a)
cash, personal check or wire transfer;


 


(b)
with the approval of the Committee, delivery of Common Stock owned by the Grantee prior to exercise, valued at its Fair Market Value
on the date of exercise;


 


(c)
with the approval of the Committee, Shares acquired upon the exercise of such Option, such Shares valued at their Fair Market Value on
the date of exercise;


 


(d)
with the approval of the Committee, Restricted Shares held by the Grantee prior to the exercise of the Option, each such share valued
at the Fair Market Value of a Share on the date of exercise; or


 


(e)
subject to applicable law (including the prohibited loan provisions of Section 402 of the Sarbanes Oxley Act of 2002), through the sale
of the Shares acquired on exercise of the Option through a broker-dealer to whom the Grantee has submitted an irrevocable notice of exercise
and irrevocable instructions to deliver promptly to the Company the amount of sale proceeds sufficient to pay for such Shares, together
with, if requested by the Company, the amount of federal, state, local or foreign withholding taxes payable by Grantee by reason of such
exercise.


 


The
Committee may in its discretion specify that, if any Restricted Shares (“Tendered Restricted Shares”) are used to pay the
Exercise Price, (x) all the Shares acquired on exercise of the Option shall be subject to the same restrictions as the Tendered Restricted
Shares, determined as of the date of exercise of the Option, or (y) a number of Shares acquired on exercise of the Option equal to the
number of Tendered Restricted Shares shall be subject to the same restrictions as the Tendered Restricted Shares, determined as of the
date of exercise of the Option.


 


Article
7.


Stock
Appreciation Rights


 


7.1
Issuance. Subject to and consistent with the provisions of the
Plan, the Committee, at any time and from time to time, may grant SARs to any Eligible Person either alone or in addition to other Awards
granted under the Plan. Such SARs may, but need not, be granted in connection with a specific Option granted under Article 6. The Committee
may impose such conditions or restrictions on the exercise of any SAR as it shall deem appropriate.


 


7.2
Award Agreements. Each SAR grant shall be evidenced by an Award
Agreement in such form as the Committee may approve and shall contain such terms and conditions not inconsistent with other provisions
of the Plan as shall be determined from time to time by the Committee.


 


7.3
SAR Exercise Price. The Exercise Price of a SAR shall be determined
by the Committee in its sole discretion; provided that the Exercise Price shall not be less than 100% of the Fair Market Value of a Share
on the date of the grant of the SAR.


 


7.4
Exercise and Payment. Upon the exercise of a SAR, a Grantee shall
be entitled to receive payment from the Company in an amount determined by multiplying:


 


(a)
The excess of the Fair Market Value of a Share on the date of exercise over the Exercise Price; by


 




    	- 14 -



     


    

 


(b)
The number of Shares with respect to which the SAR is exercised.


 


SARs
shall be deemed exercised on the date written notice of exercise in a form acceptable to the Committee is received by the Secretary of
the Company. The Company shall make payment in respect of any SAR within five (5) days of the date the SAR is exercised. Any payment
by the Company in respect of a SAR may be made in cash, Shares, other property, or any combination thereof, as the Committee, in its
sole discretion, shall determine.


 


7.5
Grant Limitations. The Committee may at any time impose any other
limitations upon the exercise of SARs which, in the Committee’s sole discretion, are necessary or desirable in order for Grantees
to qualify for an exemption from Section 16(b) of the Exchange Act.


 


Article
8.


Restricted
Shares


 


8.1
Grant of Restricted Shares. Subject to and consistent with the
provisions of the Plan, the Committee, at any time and from time to time, may grant Restricted Shares to any Eligible Person in such
amounts as the Committee shall determine.


 


8.2
Award Agreement . Each grant of Restricted Shares shall be evidenced
by an Award Agreement that shall specify the Period(s) of Restriction, the number of Restricted Shares granted, and such other provisions
as the Committee shall determine. The Committee may impose such conditions and/or restrictions on any Restricted Shares granted pursuant
to the Plan as it may deem advisable, including restrictions based upon the achievement of specific performance goals, time-based restrictions
on vesting following the attainment of the performance goals, and/or restrictions under applicable securities laws; provided that such
conditions and/or restrictions may lapse, if so determined by the Committee, in the event of the Grantee’s Termination of Affiliation
due to death, Disability, or involuntary termination by the Company or an Affiliate without “cause.”


 


8.3
Consideration for Restricted Shares. The Committee shall determine
the amount, if any, that a Grantee shall pay for Restricted Shares.


 


8.4
Effect of Forfeiture. If Restricted Shares are forfeited, and
if the Grantee was required to pay for such shares or acquired such Restricted Shares upon the exercise of an Option, the Grantee shall
be deemed to have resold such Restricted Shares to the Company at a price equal to the lesser of (x) the amount paid by the Grantee for
such Restricted Shares, or (y) the Fair Market Value of a Share on the date of such forfeiture. The Company shall pay to the Grantee
the deemed sale price as soon as is administratively practical. Such Restricted Shares shall cease to be outstanding and shall no longer
confer on the Grantee thereof any rights as a stockholder of the Company, from and after the date of the event causing the forfeiture,
whether or not the Grantee accepts the Company’s tender of payment for such Restricted Shares.


 


8.5
Escrow; Legends. The Committee may provide that the certificates
for any Restricted Shares (x) shall be held (together with a stock power executed in blank by the Grantee) in escrow by the Secretary
of the Company until such Restricted Shares become nonforfeitable or are forfeited and/or (y) shall bear an appropriate legend restricting
the transfer of such Restricted Shares under the Plan. If any Restricted Shares become nonforfeitable, the Company shall cause certificates
for such shares to be delivered without such legend.


 


Article
9.


Performance
Shares


 


9.1
Grant of Performance Shares. Subject to and consistent with the
provisions of the Plan, Performance Shares may be granted to any Eligible Person in such amounts and upon such terms, and at any time
and from time to time, as shall be determined by the Committee.


 




    	- 15 -



     


    

 


9.2
Value/Performance Goals. The Committee shall set performance goals
in its discretion which, depending on the extent to which they are met, will determine the number of Shares that will be paid to the
Grantee.


 


9.3
Earning Performance Shares. After the applicable performance period
has ended, the holder of Performance Shares shall be entitled to payment based on the level of achievement of performance goals set by
the Committee.


 


At
the discretion of the Committee, the settlement of Performance Shares may be in cash or Shares, or in some combination thereof, as set
forth in the Award Agreement.


 


If
a Grantee is promoted, demoted or transferred to a different business unit of the Company during a performance period, then, to the extent
the Committee determines that the Award, the performance goals, or the performance period are no longer appropriate, the Committee may
adjust, change, eliminate or cancel the Award, the performance goals, or the applicable performance period, as it deems appropriate in
order to make them appropriate and comparable to the initial Award, the performance goals, or the performance period.


 


At
the discretion of the Committee, a Grantee may be entitled to receive any dividends or Dividend Equivalents declared with respect to
Shares deliverable in connection with grants of Performance Shares which have been earned, but not yet delivered to the Grantee.


 


Article
10.


Deferred
Stock and Restricted Stock Units


 


10.1
Grant of Deferred Stock and Restricted Stock Units . Subject to and consistent with the provisions of the Plan, the Committee,
at any time and from time to time, may grant Deferred Stock and/or Restricted Stock Units to any Eligible Person, in such amount and
upon such terms as the Committee shall determine. Deferred Stock must conform in form and substance with applicable regulations promulgated
under Section 409A of the Code and with Article 16 to ensure that the Grantee is not subjected to tax penalties under Section 409A of
the Code with respect to such Deferred Stock.


 


10.2
Vesting and Delivery.


 


(a)
Delivery With Respect to Deferred Stock. Delivery of Shares subject to a Deferred Stock grant will occur upon expiration of the
deferral period or upon the occurrence of one or more of the distribution events described in Section 409A(a)(2) of the Code as specified
by the Committee in the Grantee’s Award Agreement for the Award of Deferred Stock. An Award of Deferred Stock may be subject to
such substantial risk of forfeiture conditions as the Committee may impose, which conditions may lapse at such times or upon the achievement
of such objectives as the Committee shall determine at the time of grant or thereafter. Unless otherwise determined by the Committee,
to the extent that the Grantee has a Termination of Affiliation while the Deferred Stock remains subject to a substantial risk of forfeiture,
such Deferred Shares shall be forfeited, unless the Committee determines that such substantial risk of forfeiture shall lapse in the
event of the Grantee’s Termination of Affiliation due to death, Disability, or involuntary termination by the Company or an Affiliate
without “cause.”


 


(b)
Delivery With Respect to Restricted Stock Units. Delivery of Shares subject to a grant of Restricted Stock Units shall occur no
later than the 15th day of the third month following the end of the taxable year of the Grantee or the fiscal year of the
Company in which the Grantee’s rights under such Restricted Stock Units are no longer subject to a substantial risk of forfeiture
as defined in final regulations under Section 409A of the Code. Unless otherwise determined by the Committee, to the extent that the
Grantee has a Termination of Affiliation while the Restricted Stock Units remains subject to a substantial risk of forfeiture, such Restricted
Stock Units shall be forfeited, unless the Committee determines that such substantial risk of forfeiture shall lapse in the event of
the Grantee’s Termination of Affiliation due to death, Disability, or involuntary termination by the Company or an Affiliate without
“cause.”


 




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10.3
Voting and Dividend Equivalent Rights Attributable to Deferred Stock and Restricted Stock Units.
A Grantee awarded Deferred Stock or Restricted Stock Units will have no voting rights with respect to such Deferred Stock or Restricted
Stock Units prior to the delivery of Shares in settlement of such Deferred Stock and/or Restricted Stock Units. Unless otherwise determined
by the Committee, a Grantee will have the rights to receive Dividend Equivalents in respect of Deferred Stock and/or Restricted Stock
Units, which Dividend Equivalents shall be deemed reinvested in additional Shares of Deferred Stock or Restricted Stock Units, as applicable,
which shall remain subject to the same forfeiture conditions applicable to the Deferred Stock or Restricted Stock Units to which such
Dividend Equivalents relate.


 


Article
11.


Dividend
Equivalents


 


The
Committee is authorized to grant Awards of Dividend Equivalents alone or in conjunction with other Awards. The Committee may provide
that Dividend Equivalents shall be paid or distributed when accrued or shall be deemed to have been reinvested in additional Shares or
additional Awards or otherwise reinvested subject to distribution at the same time and subject to the same conditions as the Award to
which it relates; provided, however, that any Dividend Equivalents granted in conjunction with any Award that is subject to forfeiture
conditions shall remain subject to the same forfeiture conditions applicable to the Award to which such Dividend Equivalents relate and
any payments in respect of any Dividend Equivalents granted in conjunction with any Options or SARs may not be conditioned, directly
or indirectly, on the Grantee’s exercise of the Options or SARs or paid at the same time that the Options or SARs are exercised.
The timing of payment or distribution of Dividend Equivalents must comply with the requirements of Section 409A of the Code.


 


Article
12.


Bonus
Shares


 


Subject
to the terms of the Plan, the Committee may grant Bonus Shares to any Eligible Person, in such amount and upon such terms and at any
time and from time to time as shall be determined by the Committee.


 


Article
13.


Other
Stock-Based Awards


 


The
Committee is authorized, subject to limitations under applicable law, to grant such other Awards that are denominated or payable in,
valued in whole or in part by reference to, or otherwise based on, or related to, Shares, as deemed by the Committee to be consistent
with the purposes of the Plan, including Shares awarded which are not subject to any restrictions or conditions, convertible or exchangeable
debt securities or other rights convertible or exchangeable into Shares, and Awards valued by reference to the value of securities of
or the performance of specified Affiliates. Subject to and consistent with the provisions of the Plan, the Committee shall determine
the terms and conditions of such Awards. Except as provided by the Committee, Shares delivered pursuant to a purchase right granted under
this Article 13 shall be purchased for such consideration, paid for by such methods and in such forms, including cash, Shares, outstanding
Awards or other property, as the Committee shall determine.


 




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Article
14.


Non-Employee
Director Awards


 





14.1
Non-Employee Director Awards. Subject to the terms of the Plan, the Board may grant Awards to any Non-Employee Director, in such
amount and upon such terms and at any time and from time to time as shall be determined by the full Board in its sole discretion. Except
as otherwise provided in Section 5.6(b) and in this Article 14, a Non-Employee Director may not be granted Awards for cash or Shares
that together with any awards made outside of the Plan have a Fair Market Value (determined as of the date of grant) in excess of (i)
$1,000,000 in a single calendar year or (ii) $2,000,000 in the calendar year during which the Non-Employee Director was appointed to
the Board.


 


14.2
Lead Independent Director and Non-Employee Director Chair Awards. Except as otherwise provided in Section 5.6(b), a Lead Independent
Director (as defined herein) or Non-Employee Director Chair may not be granted Awards for cash or Shares that together with any awards
made outside of the Plan have a Fair Market Value (determined as of the date of grant) in excess of $2,000,000 in a single calendar year.
“Lead Independent Director” means a Non-Employee Director who has been appointed as lead independent director by the Board,
in accord with the policies and procedures of the Company, the Board and the committees thereof.


 


Article
15.


Amendment,
Modification, and Termination


 


15.1
Amendment, Modification, and Termination. Subject to Section 15.2,
the Board may, at any time and from time to time, alter, amend, suspend, discontinue or terminate the Plan in whole or in part without
the approval of the Company’s stockholders, except that (a) any amendment or alteration shall be subject to the approval of the
Company’s stockholders if such stockholder approval is required by any federal or state law or regulation or the rules of any stock
exchange or automated quotation system on which the Shares may then be listed or quoted, and (b) the Board may otherwise, in its discretion,
determine to submit other such amendments or alterations to stockholders for approval.


 


15.2
Awards Previously Granted. Except as otherwise specifically permitted
in the Plan or an Award Agreement, no termination, amendment, or modification of the Plan shall adversely affect in any material way
any Award previously granted under the Plan, without the written consent of the Grantee of such Award.


 


Article
16.


Compliance
with Code Section 409A


 


16.1
Awards Subject to Code Section 409A . The provisions of this Article
16 shall apply to any Award or portion thereof that is or becomes deferred compensation subject to Code Section 409A (a “409A Award”),
notwithstanding any provision to the contrary contained in the Plan or the Award Agreement applicable to such Award.


 


16.2
Deferral and/or Distribution Elections . Except as otherwise permitted
or required by Code Section 409A, the following rules shall apply to any deferral and/or elections as to the form or timing of distributions
(each, an “Election”) that may be permitted or required by the Committee with respect to a 409A Award:


 


(a)
Any Election must be in writing and specify the amount being deferred, and the time and form of distribution (i.e., lump sum or installments)
as permitted by this Plan. An Election may but need not specify whether payment will be made in cash, Shares or other property.


 


(b)
Any Election shall become irrevocable as of the deadline specified by the Committee, which shall not be later than December 31 of the
year preceding the year in which services relating to the Award commence; provided, however, that if the Award qualifies as “performance-based
compensation” for purposes of Code Section 409A and is based on services performed over a period of at least twelve (12) months,
then the deadline may be no later than six (6) months prior to the end of such performance period.


 


(c)
Unless otherwise provided by the Committee, an Election shall continue in effect until a written election to revoke or change such Election
is received by the Committee, prior to the last day for making an Election for the subsequent year.


 




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16.3
Subsequent Elections. Except as otherwise permitted or required
by Code Section 409A, any 409A Award which permits a subsequent Election to further defer the distribution or change the form of distribution
shall comply with the following requirements:


 


(a)
No subsequent Election may take effect until at least twelve (12) months after the date on which the subsequent Election is made;


 


(b)
Each subsequent Election related to a distribution upon separation from service, a specified time, or a change in control as defined
in Section 16.4(e) must result in a delay of the distribution for a period of not less than five (5) years from the date such distribution
would otherwise have been made; and


 


(c)
No subsequent Election related to a distribution to be made at a specified time or pursuant to a fixed schedule shall be made less than
twelve (12) months prior to the date the first scheduled payment would otherwise be made.


 


16.4
Distributions Pursuant to Deferral Elections. Except as otherwise
permitted or required by Code Section 409A, no distribution in settlement of a 409A Award may commence earlier than:


 


(a)
Separation from Service;


 


(b)
The date the Participant becomes Disabled (as defined in Section 2.15(b);


 


(c)
The Participant’s death;


 


(d)
A specified time (or pursuant to a fixed schedule) that is either (i) specified by the Committee upon the grant of the Award and set
forth in the Award Agreement or (ii) specified by the Grantee in an Election complying with the requirements of Section 16.2 and/or 16.3,
as applicable; or


 


(e)
A change in ownership of the Company or a substantial portion of its assets within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(v)
or (vii) or a change in effective control of the Company within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(vi) (a “Change
in Control”).


 


16.5
Six Month Delay. Notwithstanding anything herein or in any Award
Agreement or Election to the contrary, to the extent that distribution of a 409A Award is triggered by a Grantee’s Separation from
Service, if the Grantee is then a “specified employee” (as defined in Treasury Regulation Section 1.409A-1(i)), no distribution
may be made before the date which is six (6) months after such Grantee’s Separation from Service, or, if earlier, the date of the
Grantee’s death.


 


16.6
Death or Disability. Unless the Award Agreement otherwise provides,
if a Grantee dies or becomes Disabled before complete distribution of amounts payable upon settlement of a 409A Award, such undistributed
amounts, to the extent vested, shall be distributed as provided in the Participants Election. If the Participant has made no Election
with respect to distributions upon death or Disability, all such distributions shall be paid in a lump sum within 90 days following the
date of the Participant’s death or Disability.


 


16.7
No Acceleration of Distributions. This Plan does not permit the
acceleration of the time or schedule of any distribution under a 409A Award, except as provided by Code Section 409A and/or applicable
regulations or rulings issued thereunder.


 




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Article
17.


Withholding


 


17.1
Required Withholding.


 


(a)
The Committee in its sole discretion may provide that when taxes are to be withheld in connection with the exercise of an Option or SAR,
or upon the lapse of restrictions on Restricted Shares, or upon the transfer of Shares, or upon payment of any other benefit or right
under this Plan (the date on which such exercise occurs or such restrictions lapse or such payment of any other benefit or right occurs
hereinafter referred to as the “Tax Date”), the Grantee may elect to make payment for the withholding of federal, state and
local taxes, including Social Security and Medicare (“FICA”) taxes by one or a combination of the following methods:


 


(i)
payment of an amount in cash equal to the amount to be withheld (including cash obtained through the sale of the Shares acquired on exercise
of an Option or SAR, upon the lapse of restrictions on Restricted Shares, or upon the transfer of Shares, through a broker-dealer to
whom the Grantee has submitted an irrevocable instructions to deliver promptly to the Company, the amount to be withheld);


 


(ii)
delivering part or all of the amount to be withheld in the form of Common Stock valued at its Fair Market Value on the Tax Date;


 


(iii)
requesting the Company to withhold from those Shares that would otherwise be received upon exercise of the Option or SAR, upon the lapse
of restrictions on Restricted Stock, or upon the transfer of Shares, a number of Shares having a Fair Market Value on the Tax Date equal
to the amount to be withheld; or


 


(iv)
withholding from any compensation otherwise due to the Grantee.


 


The
Committee in its sole discretion may provide that the maximum amount of tax withholding upon exercise of an Option or SARs, upon the
lapse of restrictions on Restricted Shares, or upon the transfer of Shares, to be satisfied by withholding Shares upon exercise of such
Option or SAR, upon the lapse of restrictions on Restricted Shares, or upon the transfer of Shares, pursuant to clause (iii) above shall
not exceed the minimum amount of taxes, including FICA taxes, required to be withheld under federal, state and local law. An election
by Grantee under this subsection is irrevocable. Any fractional share amount and any additional withholding not paid by the withholding
or surrender of Shares must be paid in cash. If no timely election is made, the Grantee must deliver cash to satisfy all tax withholding
requirements.


 


(b)
Any Grantee who makes a Disqualifying Disposition (as defined in Section 6.4(f)) or an election under Section 83(b) of the Code shall
remit to the Company an amount sufficient to satisfy all resulting tax withholding requirements in the same manner as set forth in subsection
(a).


 


17.2
Notification under Code Section 83(b). If the Grantee, in connection
with the exercise of any Option, or the grant of Restricted Shares, makes the election permitted under Section 83(b) of the Code to include
in such Grantee’s gross income in the year of transfer the amounts specified in Section 83(b) of the Code, then such Grantee shall
notify the Company of such election within 10 days of filing the notice of the election with the Internal Revenue Service, in addition
to any filing and notification required pursuant to regulations issued under Section 83(b) of the Code. The Committee may, in connection
with the grant of an Award or at any time thereafter, prohibit a Grantee from making the election described above.


 




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Article
18.


Additional
Provisions


 


18.1
Successors. All obligations of the Company under the Plan with
respect to Awards granted hereunder shall be binding on any successor to the Company, whether the existence of such successor is the
result of a direct or indirect purchase, merger, consolidation, or otherwise of all or substantially all of the business and/or assets
of the Company.


 


18.2
Severability. If any part of the Plan is declared by any court
or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not invalidate any other part of the Plan.
Any Section or part of a Section so declared to be unlawful or invalid shall, if possible, be construed in a manner which will give effect
to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid.


 


18.3
Requirements of Law. The granting of Awards and the delivery of
Shares under the Plan shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies
or national securities exchanges as may be required. Notwithstanding any provision of the Plan or any Award, Grantees shall not be entitled
to exercise, or receive benefits under, any Award, and the Company (and any Affiliate) shall not be obligated to deliver any Shares or
deliver benefits to a Grantee, if such exercise or delivery would constitute a violation by the Grantee or the Company of any applicable
law or regulation.


 


18.4
Securities Law Compliance.


 


(a)
If the Committee deems it necessary to comply with any applicable securities law, or the requirements of any stock exchange upon which
Shares may be listed, the Committee may impose any restriction on Awards or Shares acquired pursuant to Awards under the Plan as it may
deem advisable. In addition, if requested by the Company and any underwriter engaged by the Company, Shares acquired pursuant to Awards
may not be sold or otherwise transferred or disposed of for such period following the effective date of any registration statement of
the Company filed under the Securities Act as the Company or such underwriter shall specify reasonably and in good faith, not to exceed
180 days in the case of the Company’s initial public offering or 90 days in the case of any other public offering. All certificates
for Shares delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other
restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the SEC, any stock exchange upon
which Shares are then listed, any applicable 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. If so requested by the Company, the Grantee shall make a written representation to
the Company that he or she will not sell or offer to sell any Shares unless a registration statement shall be in effect with respect
to such Shares under the Securities Act of 1933, as amended, and any applicable state securities law or unless he or she shall have furnished
to the Company, in form and substance satisfactory to the Company, that such registration is not required.


 


(b)
If the Committee determines that the exercise or nonforfeitability of, or delivery of benefits pursuant to, any Award would violate any
applicable provision of securities laws or the listing requirements of any national securities exchange or national market system on
which are listed any of the Company’s equity securities, then the Committee may postpone any such exercise, nonforfeitability or
delivery, as applicable, but the Company shall use all reasonable efforts to cause such exercise, nonforfeitability or delivery to comply
with all such provisions at the earliest practicable date.


 


18.5
Awards Subject to Claw-Back Policies. Notwithstanding any provisions
herein to the contrary, if the Company has a class of stock that is registered under Section 12 of the Exchange Act, all Awards granted
hereunder shall be subject to the terms of any recoupment policy currently in effect or subsequently adopted by the Board to implement
Section 304 of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”) or Section 10D of the Exchange Act (or with any amendment
or modification of such recoupment policy adopted by the Board) to the extent that such Award (whether or not previously exercised or
settled) or the value of such Award is required to be returned to the Company pursuant to the terms of such recoupment policy.


 




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18.6
No Rights as a Stockholder. No Grantee shall have any rights as
a stockholder of the Company with respect to the Shares (other than Restricted Shares) which may be deliverable upon exercise or payment
of such Award until such Shares have been delivered to him or her. Restricted Shares, whether held by a Grantee or in escrow by the Secretary
of the Company, shall confer on the Grantee all rights of a stockholder of the Company, except as otherwise provided in the Plan or Award
Agreement. At the time of a grant of Restricted Shares, the Committee may require the payment of cash dividends thereon to be deferred
and, if the Committee so determines, reinvested in additional Restricted Shares. Stock dividends and deferred cash dividends issued with
respect to Restricted Shares shall be subject to the same restrictions and other terms as apply to the Restricted Shares with respect
to which such dividends are issued. The Committee may in its discretion provide for payment of interest on deferred cash dividends.


 


18.7
Nature of Payments. Unless otherwise specified in the Award Agreement,
Awards shall be special incentive payments to the Grantee and shall not be taken into account in computing the amount of salary or compensation
of the Grantee for purposes of determining any pension, retirement, death or other benefit under (a) any pension, retirement, profit
sharing, bonus, insurance or other employee benefit plan of the Company or any Affiliate, except as such plan shall otherwise expressly
provide, or (b) any agreement between (i) the Company or any Affiliate and (ii) the Grantee, except as such agreement shall otherwise
expressly provide.


 


18.8
Non-Exclusivity of Plan. Neither the adoption of the Plan by the
Board nor its submission to the stockholders of the Company for approval shall be construed as creating any limitations on the power
of the Board to adopt such other compensatory arrangements for employees or Non-Employee Directors as it may deem desirable.


 


18.9
Governing Law. The Plan, and all agreements hereunder, shall be
construed in accordance with and governed by the laws of the State of Delaware, other than its laws respecting choice of law.


 


18.10
Unfunded Status of Awards; Creation of Trusts. The Plan is intended
to constitute an “unfunded” plan for incentive and deferred compensation. With respect to any payments not yet made to a
Grantee pursuant to an Award, nothing contained in the Plan or any Award Agreement shall give any such Grantee any rights that are greater
than those of a general creditor of the Company; provided, however, that the Committee may authorize the creation of trusts or make other
arrangements to meet the Company’s obligations under the Plan to deliver cash, Shares or other property pursuant to any Award which
trusts or other arrangements shall be consistent with the “unfunded” status of the Plan unless the Committee otherwise determines.


 


18.11
Affiliation. Nothing in the Plan or an Award Agreement shall interfere
with or limit in any way the right of the Company or any Affiliate to terminate any Grantee’s employment or consulting contract
at any time, nor confer upon any Grantee the right to continue in the employ of or as an officer of or as a consultant to or Non-employee
Director of the Company or any Affiliate.


 


18.12
Participation. No employee or officer shall have the right to
be selected to receive an Award under this Plan or, having been so selected, to be selected to receive a future Award.


 


18.13
Military Service. Awards shall be administered in accordance with
Section 414(u) of the Code and the Uniformed Services Employment and Reemployment Rights Act of 1894.


 


18.14
Construction. The following rules of construction will apply to
the Plan: (a) the word “or” is disjunctive but not necessarily exclusive, and (b) words in the singular include the plural,
words in the plural include the singular, and words in the neuter gender include the masculine and feminine genders and words in the
masculine or feminine gender include the other neuter genders.


 




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18.15
Headings. The headings of articles and sections are included solely
for convenience of reference, and if there is any conflict between such headings and the text of this Plan, the text shall control.


 


18.16
Obligations. Unless otherwise specified in the Award Agreement,
the obligation to deliver, pay or transfer any amount of money or other property pursuant to Awards under this Plan shall be the sole
obligation of a Grantee’s employer; provided that the obligation to deliver or transfer any Shares pursuant to Awards under this
Plan shall be the sole obligation of the Company.


 


18.17
No Right to Continue as Director. Nothing in the Plan or any Award
Agreement shall confer upon any Non-Employee Director the right to continue to serve as a director of the Company.


 


18.18
Stockholder Approval. All Awards granted on or after the Effective
Date and prior to the date the Company’s stockholders approve the Plan are expressly conditioned upon and subject to approval of
the Plan by the Company’s stockholders.


 




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