TOWER INTERNATIONAL, INC.


2010 EQUITY INCENTIVE PLAN


 


(As Amended and Restated effective
as of March 6, 2014)


 


1.            
Establishment and Purpose.


 


The purpose
of the Plan is to provide a means whereby eligible employees, officers, non-employee directors and other individual service providers
develop a sense of proprietorship and personal involvement in the development and financial success of the Company and to encourage
them to devote their best efforts to the business of the Company, thereby advancing the interests of the Company and its stockholders.
The Company, by means of the Plan, seeks to retain the services of such eligible persons and to provide incentives for such persons
to exert maximum efforts for the success of the Company and its Subsidiaries. The Plan is as amended and restated effective as
of March


6, 2014 (the “Restatement
Date”), subject to the approval of the Plan by the stockholders of the Company within twelve (12) months of the Restatement
Date in accordance with Section 422 of the Code.


 


The Plan permits
the grant of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock
Units, Performance Shares, Performance Units, Incentive Bonus Awards, Other Cash-Based Awards and Other Stock-Based Awards.


 


2.            
Definitions.


 


Wherever the
following capitalized terms are used in the Plan, they shall have the meanings specified below:


 


2.1          
“Affiliate” means, with respect to a Person, a Person that directly or indirectly Controls, or is
Controlled by, or is under common Control with, such Person.


 


2.2          
“Applicable Law” means the requirements relating to the administration of equity-based awards or equity compensation
plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system
on which the Common Stock is listed or quoted and the applicable laws of any foreign country or jurisdiction where Awards are,
or will be, granted under the Plan.


 


2.3          
“Award” means an award of a Stock Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit,
Performance Share, Performance Unit, Incentive Bonus Award, Other Cash-Based Award and Other Stock-Based Award granted under the
Plan.


 




    	 



    	 



    

 


2.4          
“Award Agreement” means either (i) a written or electronic agreement entered into between the Company and a
Participant setting forth the terms and conditions of an Award including any amendment or modification therefore, or (ii) a written
or electronic statement issued by the Company to a Participant 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 a Participant.
Each Award Agreement shall be subject to the terms and conditions of the Plan and need not be identical.


 


2.5          
“Board” means the Board of Directors of the Company.


 


2.6          
“Change in Control” means the occurrence of any one of the following events:


 


(i)          
any Person, other than a “Permitted Investor” as defined below, becomes a “beneficial owner” (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than 50%
of the total voting power of the Company’s then outstanding securities generally eligible to vote for the election of directors
(the “Company Voting Securities”); provided, however, that a Non-Qualifying Transaction (as defined
in paragraph (ii) below) shall not be a Change in Control. A “Permitted Investor” means (a) Cerberus Capital
Management, L.P. or any of its Affiliates or affiliate funds, (b) any employee benefit plan (or related trust) sponsored or maintained
by the Company or any Subsidiary, or (c) an underwriter temporarily holding securities pursuant to an offering of such securities;


 


(ii)          
the consummation of a merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company
or any of its Subsidiaries (a “Business Combination”), unless immediately following such Business Combination:


 


(a) more
than 50% of the total voting power of (1) the corporation resulting from such Business Combination (the “Surviving Corporation”),
or (2) if applicable, the ultimate parent corporation that directly or indirectly has beneficial ownership of a majority of the
voting securities eligible to elect directors of the Surviving Corporation (the “Parent Corporation”), is represented
by Company Voting Securities that were outstanding immediately prior to such Business Combination (or, if applicable, is represented
by shares into which such Company Voting Securities were converted pursuant to such Business Combination), and such voting power
among the holders thereof is in substantially the same proportion as the voting power of such Company Voting Securities among the
holders thereof immediately prior to the Business Combination,


 


(b) no
Person, other than a Permitted Investor or any employee benefit plan (or related trust) sponsored or maintained by the Surviving
Corporation or the Parent Corporation, is or becomes the beneficial owner, directly or indirectly, of securities of the Parent
Corporation (or, if there is no Parent Corporation, the Surviving Corporation) representing (1) 50% of the total voting power
of the securities then outstanding generally eligible to vote for the election of directors of the Parent Corporation (or the
Surviving Corporation) (the “Parent Voting Securities”), and (2) a greater percentage of the then outstanding
Parent Voting Securities that are then held by all the Permitted Investors in the aggregate, and


 




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(c) at
least a majority of the members of the board of directors of the Parent Corporation (or, if there is no Parent Corporation, the
Surviving Corporation) following the consummation of the Business Combination were incumbent directors at the time of the Board’s
approval of the execution of the initial agreement providing for such Business Combination;


 


Any Business Combination which satisfies all of
the criteria specified in (a), (b) and (c) above shall be deemed to be a “Non-Qualifying Transaction”;


 


(iii)          the
stockholders of the Company approve a plan of complete liquidation or dissolution of the Company; or


 


(iv)          the
consummation of a sale of all or substantially all of the Company’s assets to an entity that is not an Affiliate of the Company
(other than pursuant to a Non- Qualifying Transaction).


 


Notwithstanding
the foregoing, a Change in Control of the Company shall not be deemed to occur solely because any Person acquires beneficial
ownership of more than 50% of Company Voting Securities as a result of the acquisition of Company Voting Securities by the
Company which reduces the number of Company Voting Securities outstanding; provided, that if after such
acquisition by the Company such Person becomes the beneficial owner of additional Company Voting Securities that increases
the percentage of outstanding Company Voting Securities beneficially owned by such Person, a Change in Control of the Company
may then occur.


 


2.7          
“Code” means the Internal Revenue Code of 1986, as amended. For purposes of the Plan, references to sections
of the Code shall be deemed to include references to any applicable regulations thereunder and any successor or similar provision.


 


2.8          
“Committee” means the committee of the Board delegated with the authority to administer the Plan, or the
full Board, as provided in Section 3 of the Plan. With respect to any decision involving an Award intended to satisfy the
requirements of Section162(m) of the Code, the Committee shall consist of two or more directors of the Company who are
“outside directors” within the meaning of Section 162(m) of the Code. With respect to any decision relating to a
Reporting Person, the Committee shall consist solely of two or more directors who are “non-employee directors”
within the meaning of Rule16b-3 promulgated under the Exchange Act, as amended from time to time, or any successor provision.
The fact that a Committee member shall fail to qualify under any of these requirements shall not invalidate an Award if the
Award is otherwise validly made under the Plan. The Board may at any time appoint additional members to the Committee, remove
and replace members of the Committee with or without cause, and fill vacancies on the Committee however caused.


 




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2.9          
“Common Stock” means the Company’s Common Stock, par value $.01 per share.


 


2.10          “Company”
means Tower International, Inc., a Delaware corporation, and any successor thereto as provided in Section 16.8.


 


2.11          “Control”
means, as to any Person, the power to direct or cause the direction of the management and policies of such Person, or the power
to appoint directors of the Company, whether through the ownership of voting securities, by contract or otherwise (the terms “Controlled
by” and “under common Control with” shall have correlative meanings).


 


2.12          “Date
of Grant” means the date on which an Award under the Plan is granted by the Committee, or such later date as the Committee
may specify to be the effective date of an Award.


 


2.13          “Disability”
means a Participant being considered “disabled” within the meaning of Section 409A of the Code.


 


2.14          “Eligible
Person” means any person who is an employee, officer, director, consultant, advisor or other individual service provider
of the Company or any Subsidiary, or any person who is determined by the Committee to be a prospective employee, officer, director,
consultant, advisor or other individual service provider of the Company or any Subsidiary.


 


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


 


2.16          “Fair
Market Value” means, as applied to a specific date, the opening, closing, actual, high, low or average selling price
of a share of Common Stock reported on any established stock exchange or national market system on the applicable date, the preceding
trading day, the next succeeding trading day, or an average of trading days, as determined by the Committee consistent with Applicable
Law (including Section 409A of the Code). Unless the Committee determines otherwise or unless otherwise specified in an Award Agreement,
Fair Market Value, as applied to a specific date, shall be deemed to be the closing price of a share of Common Stock on the most
recent date on which shares of Common Stock were publicly traded. Notwithstanding the foregoing, if the shares of Common Stock
are not traded on any established stock exchange or national market system, Fair Market Value means the price of a share of Common
Stock as determined by the Committee in its discretion in a manner consistent with Applicable Law (including Section 409A of the
Code).


 


2.17          “Incentive
Bonus Award” means an Award granted under Section 12 of the Plan.


 




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2.18          “Incentive
Stock Option” means a Stock Option granted under Section 6 hereof that is designated as an Incentive Stock Option and
is intended to meet the requirements of Section 422 of the Code.


 


2.19          “Nonqualified
Stock Option” means a Stock Option granted under Section 6 hereof that is not an Incentive Stock Option.


 


2.20          “Other
Cash-Based Award” means a contractual right granted to an Eligible Person under Section 13 hereof entitling such Eligible
Person to receive a cash payment at such times, and subject to such conditions, as are set forth in the Plan and the applicable
Award Agreement.


 


2.21          “Other
Stock-Based Award” means a contractual right granted to an Eligible Person under Section 13 representing a notional unit
interest equal in value to a share of Common Stock to be paid and distributed at such times, and subject to such conditions as
are set forth in the Plan and the applicable Award Agreement.


 


2.22          “Participant”
means any Eligible Person who holds an outstanding Award under the Plan.


 


2.23          “Person”
shall mean any individual, partnership, firm, trust, corporation, limited liability company or other similar entity. When two or
more Persons act as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing
of Common Stock, such partnership, limited partnership, syndicate or group shall be deemed a “Person”


 


2.24          “Performance
Measures” mean the measures of performance of the Company and its Subsidiaries as defined in Section 14 of the
Plan.


 


2.25          
“Performance Shares ” means a contractual right granted to an Eligible Person under Section 10 hereof representing
a notional unit interest equal in value to a share of Common Stock to be paid and distributed at such times, and subject to such
conditions, as are set forth in the Plan and the applicable Award Agreement.


 


2.26          “Performance
Unit” means a contractual right granted to an Eligible Person under Section 11 hereof representing a notional dollar
interest as determined by the Committee to be paid and distributed at such times, and subject to such conditions, as are set forth
in the Plan and the applicable Award Agreement.


 


2.27          “Plan”
means this Tower International, Inc. 2010 Equity Incentive Plan, as set forth in this instrument and as hereafter amended from
time to time.


 


2.28           “Reporting
Person” means an officer, director or greater than 10% stockholder of the Company within the meaning of Rule 16a-2 under
the Exchange Act, who is required to file reports pursuant to Rule 16a-3 under the Exchange Act.


 




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2.29          “Restatement
Date” means the date set forth in Section 1 hereof.


 


2.30          “Restricted
Stock” means shares of Common Stock granted to an Eligible Person under Section 8 hereof that are subject to such vesting
and transfer restrictions and such other conditions as are set forth in the Plan and the applicable Award Agreement.


 


2.31          “Restricted
Stock Unit” means a contractual right granted to an Eligible Person under Section 9 hereof representing notional unit
interests equal in value to a share of Common Stock to be paid and distributed at such times, and subject to such conditions, as
are set forth in the Plan and the applicable Award Agreement.


 


2.32          “Securities
Act” means the Securities Act of 1933, as amended.


 


2.33          “Service”
means a Participant’s employment or other service relationship with the Company or any Subsidiary.


 


2.34          “Stock
Appreciation Right” means a contractual right granted to an Eligible Person under Section 7 hereof entitling such Eligible
Person to receive a payment, upon the exercise of such right, in such amount and at such time, and subject to such conditions,
as are set forth in the Plan and the applicable Award Agreement.


 


2.35          “Stock
Option” means a contractual right granted to an Eligible Person under Section 6 hereof to purchase shares of Common Stock
at such time and price, and subject to such conditions, as are set forth in the Plan and the applicable Award Agreement.


 


2.36          “Subsidiary”
means an entity (whether or not a corporation) that is wholly or majority owned or controlled, directly or indirectly, by the Company;
provided, however, that with respect to Incentive Stock Options, the term “Subsidiary” shall include only an entity
that qualifies under Section 424(f) of the Code as a “subsidiary corporation” with respect to the Company.


 


3.             
Administration.


 


Section 3.1
Committee Members. The Plan shall be administered by the Committee; provided that the entire Board may act in lieu of the
Committee on any matter; except to the extent that, with respect to Section 162(m) Awards and Stock Options and Stock Appreciation
Rights, such action is required to be taken by the Committee in order to satisfy the requirements of Section 162(m) of the Code.
If and to the extent permitted by Applicable Law, the Committee may authorize one or more Reporting Persons (or other officers)
to make Awards to Eligible Persons who are not Reporting Persons (or other officers whom the Committee has specifically authorized
to make Awards). Subject to Applicable Law and the restrictions set forth in the Plan, the Committee may delegate administrative
functions to individuals who are Reporting Persons, officers, or employees of the Company or its Subsidiaries.


 




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Section 3.2    
Committee Authority. The Committee shall have such powers and authority as may be necessary or appropriate for the Committee
to carry out its functions as described in the Plan. Subject to the express limitations of the Plan, the Committee shall have authority
in its discretion to determine the Eligible Persons to whom, and the time or times at which, Awards may be granted, the number
of shares, units or other rights subject to each Award, the exercise, base or purchase price of an Award (if any), the time or
times at which an Award will become vested, exercisable or payable, the performance criteria, performance goals and other conditions
of an Award, the duration of the Award, and all other terms of the Award. Subject to the terms of the Plan, the Committee shall
have the authority to amend the terms of an Award in any manner that is not inconsistent with the Plan (including to extend the
post-termination exercisability period of Stock Options and Stock Appreciation Rights), provided that no such action shall adversely
affect the rights of a Participant with respect to an outstanding Award without the Participant’s consent. The Committee
shall also have discretionary authority to interpret the Plan, to make all factual determinations under the Plan, and to make all
other determinations necessary or advisable for Plan administration, including, without limitation, to correct any defect, to supply
any omission or to reconcile any inconsistency in the Plan or any Award Agreement hereunder. The Committee may prescribe, amend,
and rescind rules and regulations relating to the Plan. The Committee’s determinations under the Plan need not be uniform
and may be made by the Committee selectively among Participants and Eligible Persons, whether or not such persons are similarly
situated. The Committee shall, in its discretion, consider such factors as it deems relevant in making its interpretations, determinations
and actions under the Plan including, without limitation, the recommendations or advice of any officer or employee of the Company
or such attorneys, consultants, accountants or other advisors as it may select. All interpretations, determinations, and actions
by the Committee shall be final, conclusive, and binding upon all parties.


 


Section 3.3          No
Liability; Indemnification.          Neither the Board nor any Committee
member, nor any Person acting at the direction of the Board or the Committee, shall be liable for any act, omission, interpretation,
construction or determination made in good faith with respect to the Plan, any Award or any Award Agreement. The Company and its
Subsidiaries shall pay or reimburse any member of the Committee, as well as any other Person who takes action on behalf of the
Plan, for all reasonable expenses incurred with respect to the Plan, and to the full extent allowable under Applicable Law shall
indemnify each and every one of them for any claims, liabilities, and costs (including reasonable attorney’s fees) arising
out of their good faith performance of duties on behalf of the Company with respect to the Plan. The Company and its Subsidiaries
may, but shall not be required to, obtain liability insurance for this purpose.


 


4.          
Shares Subject to the Plan.


 


Section 4.1 Share Limitation.


 


(a)          
Prior to the Restatement Date, subject to adjustment pursuant to Section


 




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4.2 hereof, the maximum aggregate
number of shares of Common Stock available for issuance under the Plan was 4,600,000 shares (of which 1,166,275 shares of Common
Stock were available for issuance pursuant to new Awards immediately prior to the Restatement Date). From and after of the Restatement
Date, subject to adjustment pursuant to Section 4.2 hereof, the maximum aggregate number of shares of Common Stock which may be
issued under the Plan pursuant to Awards granted on or after the Restatement Date shall be 850,000 shares, all of which may, but
need not, be issued in respect of Incentive Stock Options. Shares of Common Stock issued under the Plan may be either authorized
but unissued shares or shares held in the Company’s treasury. Any shares of Common Stock subject to Awards that are settled
in Common Stock shall be counted against the maximum share limitations of this Section 4.1 as one share of Common Stock for every
share of Common Stock subject thereto, regardless of the number of shares of Common Stock actually issued to settle the Award,
subject to the provisions of paragraph (b) below.


 


(b)          To
the extent that any Award under the Plan (including Awards granted prior to the Restatement Date) payable in shares of Common Stock
is forfeited, cancelled, returned to the Company for failure to satisfy vesting requirements or upon the occurrence of other forfeiture
events, are settled in cash in lieu of Shares or otherwise terminates without payment being made thereunder, the shares of Common
Stock covered thereby will no longer be counted against the maximum share limitations set forth in paragraph (a) above and may
again be made subject to Awards under the Plan pursuant to such limitations. To the extent any shares of Common Stock are tendered
(by either actual delivery or attestation) or withheld (i) to pay the exercise price of a Stock Option granted under this Plan
(including Stock Options granted prior to the Restatement Date) or (ii) to satisfy tax withholding obligations associated with
an Award granted under the Plan (including Awards granted prior to the Restatement Date), the shares of Common Stock covered thereby
will no longer be counted against the maximum share limitations set forth in paragraph (a) above and may again be made subject
to Awards under the Plan pursuant to such limitations. To the extent any shares of Common Stock that were subject to a Stock Appreciation
Right granted under the Plan (including Stock Appreciation Rights granted prior to the Restatement Date) were not issued upon the
exercise of such Stock Appreciation Right, the shares of Common Stock covered thereby will no longer be counted against the maximum
share limitations set forth in paragraph (a) above and may again be made subject to Awards under the Plan pursuant to such limitations.


 


Section 4.2
Adjustments. If there shall occur any change with respect to the outstanding shares of Common Stock by reason of any recapitalization,
reclassification, stock dividend, extraordinary dividend, stock split, reverse stock split, or other distribution with respect
to the shares of Common Stock, or any merger, reorganization, consolidation, combination, spin-off or other similar corporate change,
or any other change affecting the Common Stock, the Committee shall, in the manner and to the extent that it deems appropriate
and equitable to the Participants and consistent with the terms of the Plan, cause an adjustment to be made in (i) the maximum
numbers and kind of shares provided in Section 4.1 hereof and Section 14.4 hereof, (ii) the numbers and kind of shares of Common
Stock, units, or other rights subject to then outstanding Awards, (iii) the price for each share or unit or other right subject
to then outstanding Awards, (iv) the performance measures or goals relating to the vesting of an Award and (v) any other terms
of an Award that are affected by the event to prevent dilution or enlargement of a Participant’s rights under an Award. Notwithstanding
the foregoing, in the case of Incentive Stock Options, any such adjustments shall, to the extent practicable, be made in a manner
consistent with the requirements of Section 424(a) of the Code.


 




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Section 4.3
No Repricing. Except as provided in Section 4.2 or Section 15, the terms of an outstanding Award may not be amended, without
prior stockholder approval, to: (i) reduce the exercise price of an outstanding Stock Option or the base price of an outstanding
Stock Appreciation Right; (ii) cancel an outstanding Stock Option or Stock Appreciation Right in exchange for a Stock Option or
Stock Appreciation Right with an exercise price or base price, as applicable, that is less than the exercise price of such cancelled
Stock Option or the base price of such cancelled Stock Appreciation Right; or (iii) cancel an outstanding Stock Option or Stock
Appreciation Right with an exercise price or base price, as applicable, that is greater than the Fair Market Value of a share of
Common Stock on the date of cancellation in exchange for cash or another Award.


 


5.            
Participation and Awards.


 


Section 5.1          
Designation of Participants. All Eligible Persons are eligible to be designated by the Committee to receive Awards and become
Participants under the Plan. The Committee has the authority, in its discretion, to determine and designate from time to time those
Eligible Persons who are to be granted Awards, the types of Awards to be granted and the number of shares of Common Stock or units
subject to Awards granted under the Plan. In selecting Eligible Persons to be Participants and in determining the type and amount
of Awards to be granted under the Plan, the Committee shall consider any and all factors that it deems relevant or appropriate.


 


Section 5.2          
Determination of Awards. The Committee shall determine the terms and conditions of all Awards granted to Participants in
accordance with its authority under Section 3.2 hereof. An Award may consist of one type of right or benefit hereunder or of two
or more such rights or benefits granted in tandem or in the alternative. To the extent deemed appropriate by the Committee, an
Award shall be evidenced by an Award Agreement as described in Section 16.1 hereof.


 


6.          
Stock Options.


 


Section
6.1           Grant. A Stock Option may be granted to any Eligible
Person selected by the Committee. Subject to the provisions of Section 6.6 hereof and Section 422 of the Code, each Stock
Option shall be designated, in the discretion of the Committee, as an Incentive Stock Option or as a Nonqualified Stock
Option.


 




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Section 6.2          
Exercise Price. The exercise price per share of a Stock Option shall not be less than 100% of the Fair Market Value of a
share of Common Stock on the Date of Grant, subject to adjustments as provided for under Section 4.2, provided that the Committee
may in its discretion specify for any Stock Option an exercise price per share that is higher than the Fair Market Value on the
Date of Grant. The exercise price per share of any Stock Option granted upon the effectiveness of an initial public offering of
the Common Stock shall be the price per share of the Common Stock paid by the public in connection with such initial public offering.


 


Section 6.3          
Vesting. The Committee shall in its discretion prescribe the time or times at which, or the conditions upon which, a Stock
Option or portion thereof shall become vested and/or exercisable. The requirements for vesting and exercisability of a Stock Option
may be based on the continued Service of the Participant with the Company or a Subsidiary for a specified time period (or periods)
or on the attainment of a specified performance goal (or goals) established by the Committee in its discretion. The Committee may,
in its discretion, accelerate the vesting or exercisability of any Stock Option at any time. The Committee in its sole discretion
may allow a Participant to exercise unvested Nonqualified Stock Options, in which case the shares of Common Stock then issued shall
be Restricted Stock having analogous vesting restrictions to the unvested Nonqualified Stock Options.


 


Section 6.4          
Term. The Committee shall in its discretion prescribe in an Award Agreement the period during which a vested Stock Option
may be exercised, provided that the maximum term of a Stock Option shall be ten (10) years from the Date of Grant. A Stock Option
may be earlier terminated as specified by the Committee and set forth in an Award Agreement upon or following the termination of
a Participant’s Service with the Company or any Subsidiary, including by reason of voluntary resignation, death, Disability,
termination for cause or any other reason. Except as otherwise provided in this Section 6 or in an Award Agreement as such agreement
may be amended from time to time upon authorization of the Committee, no Stock Option may be exercised at any time during the term
thereof unless the Participant is then in the Service of the Company or one of its Subsidiaries.


 


Section 6.5          
Exercise. Subject to such terms and conditions as shall be specified in an Award Agreement, a Stock Option may be exercised
in whole or in part at any time during the term thereof by notice in the form required by the Company, and payment of the aggregate
exercise price by certified or bank check, or such other means as the Committee may accept. As set forth in an Award Agreement
or otherwise determined by the Committee, in its sole discretion, at or after grant, payment in full or in part of the exercise
price of an Option may be made: (i) in the form of shares of Common Stock that have been held by the Participant for such period
as the Committee may deem appropriate for accounting purposes or otherwise, valued at the Fair Market Value of such shares on the
date of exercise; (ii) by surrendering to the Company shares of Common Stock otherwise receivable on exercise of the Option; (iii)
by a cashless exercise program implemented by the Committee in connection with the Plan; and/or (iv) by such other method as may
be approved by the Committee and set forth in an Award Agreement. Subject to any governing rules or regulations, as soon as practicable
after receipt of written notification of exercise and full payment of the exercise price and satisfaction of any applicable tax
withholding pursuant to Section 17.5, the Company shall deliver to the Participant evidence of book entry shares of Common Stock,
or upon the Participant’s request, Common Stock certificates in an appropriate amount based upon the number of shares of
Common Stock purchased under the Option. Unless otherwise determined by the Committee, all payments under all of the methods indicated
above shall be paid in United States dollars or shares of Common Stock, as applicable.


 




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Section 6.6          
Additional Rules for Incentive Stock Options.


 


(a)          
An Incentive Stock Option may only be granted to an Eligible Person who is considered an employee under Treasury Regulation §1.421-7(h)
of the Company or any Subsidiary.


 


(b)          
No Incentive Stock Option shall be granted to an Eligible Person as a result of which the aggregate Fair Market Value (determined
as of the Date of Grant) of the stock with respect to which Incentive Stock Options are exercisable for the first time in any calendar
year under the Plan and any other stock option plans of the Company or any Subsidiary would exceed $100,000, determined in accordance
with Section 422(d) of the Code. This limitation shall be applied by taking Incentive Stock Options into account in the order in
which granted.


 


(c)          
If a Stock Option granted under the Plan is intended to be an Incentive Stock Option, and if the Participant, at the time of grant,
owns stock possessing 10% or more of the total combined voting power of all classes of Common Stock of the Company or any Subsidiary,
then (A) the Stock Option exercise price per share shall in no event be less than 110% of the Fair Market Value of the Common Stock
on the date of such grant and (B) such Stock Option shall not be exercisable after the expiration of five (5) years following the
date such Stock Option is granted.


 


(d)          
An Award of an Incentive Stock Option shall provide that such Stock Option may be exercised not later than three (3) months following
termination of employment of the Participant with the Company and all Subsidiaries, or not later than one (1) year following death
or a permanent and total disability within the meaning of Section 22(e)(3) of the Code, as and to the extent determined by the
Committee to comply with the requirements of Section 422 of the Code.


 


(e)          
If shares of Common Stock acquired by exercise of an Incentive Stock Option are disposed of within two (2) years following the
Date of Grant or one (1) year following the transfer of such shares to the Participant upon exercise, the Participant shall, promptly
following such disposition, notify the Company in writing of the date and terms of such disposition and provide such other information
regarding the disposition as the Company may reasonably require.


 




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7.          
Stock Appreciation Rights.


 


Section 7.1          
Grant.           A Stock Appreciation Right may be granted to any Eligible
Person selected by the Committee. Stock Appreciation Rights may be granted on a basis that allows for the exercise of the right
by the Participant or that provides for the automatic payment of the right upon a specified date or event.


 


Section 7.2          
Base Price. The base price of a Stock Appreciation Right shall be determined by the Committee in its sole discretion; provided,
however, that the base price for any grant of a Stock Appreciation Right shall not be less than 100% of the Fair Market Value of
a share of Common Stock on the Date of Grant, subject to adjustments as provided for under Section 4.2.


 


Section 7.3          
Vesting. The Committee shall in its discretion prescribe the time or times at which, or the conditions upon which, a Stock
Appreciation Right or portion thereof shall become vested and/or exercisable. The requirements for vesting and exercisability of
a Stock Appreciation Right may be based on the continued Service of a Participant with the Company or a Subsidiary for a specified
time period (or periods) or on the attainment of a specified performance goal (or goals) established by the Committee in its discretion.
The Committee may, in its discretion, accelerate the vesting or exercisability of any Stock Appreciation Right at any time.


 


Section 7.4          
Term. The Committee shall in its discretion prescribe in an Award Agreement the period during which a vested Stock Appreciation
Right may be exercised, provided that the maximum term of a Stock Appreciation Right shall be ten (10) years from the Date of Grant.
A Stock Appreciation Right may be earlier terminated as specified by the Committee and set forth in an Award Agreement upon or
following the termination of a Participant’s Service with the Company or any Subsidiary, including by reason of voluntary
resignation, death, Disability, termination for cause or any other reason. Except as otherwise provided in this Section 7 or in
an Award Agreement as such agreement may be amended from time to time upon authorization of the Committee, no Stock Appreciation
Right may be exercised at any time during the term thereof unless the Participant is then in the Service of the Company or one
of its Subsidiaries.


 


Section 7.5          
Payment. Subject to such terms and conditions as shall be specified in an Award Agreement, a vested Stock Appreciation Right
may be exercised in whole or in part at any time during the term thereof by notice in the form required by the Company and payment
of any exercise price. Upon the exercise of a Stock Appreciation Right and payment of any applicable exercise price, a Participant
shall be entitled to receive an amount determined by multiplying: (i) the excess of the Fair Market Value of a share of Common
Stock on the date of exercise of the Stock Appreciation Right over the base price of such Stock Appreciation Right, by (ii) the
number of shares as to which such Stock Appreciation Right is exercised. Payment of the amount determined under the immediately
preceding sentence may be made, as approved by the Committee and set forth in the Award Agreement, in shares of Common Stock valued
at their Fair Market Value on the date of exercise, in cash, or in a combination of shares of Common Stock and cash, subject to
applicable tax withholding requirements set forth in Section 17.5. If Stock Appreciation Rights are settled in shares of Common
Stock, then as soon as practicable following the date of settlement the Company shall deliver to the Participant evidence of book
entry shares of Common Stock, or upon the Participant’s request, Common Stock certificates in an appropriate amount.


 




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8.          
Restricted Stock.


 


Section 8.1          
Grant. Restricted Stock may be granted to any Eligible Person selected by the Committee. The Committee may require the payment
by the Participant of a specified purchase price in connection with any shares of Restricted Stock. The Committee may provide in
an Award Agreement for the payment of dividends and distributions to the Participant at such times as paid to stockholders generally
or at the times of vesting of the corresponding shares of Restricted Stock. If any dividends or distributions are paid in shares
of Common Stock while shares of Restricted Stock are subject to restrictions under Section 8.3 of the Plan, the dividends or other
distributions shares shall be subject to the same restrictions on transferability as the shares of Common Stock to which they were
paid. The Committee may also subject the grant of any shares of Restricted Stock to the execution of a voting agreement with the
Company or with any Affiliate of the Company.


 


Section 8.2          
Vesting. The restrictions imposed on shares of Restricted Stock shall lapse in accordance with the vesting requirements
specified by the Committee in the Award Agreement. The requirements for vesting of a shares of Restricted Stock may be based on
the continued Service of the Participant with the Company or its Subsidiaries for a specified time period (or periods) or on the
attainment of a specified performance goal (or goals) established by the Committee in its discretion. The Committee may, in its
discretion, accelerate the vesting of shares of Restricted Stock at any time. If the vesting requirements applicable to shares
of Restricted Stock are not satisfied, the Award shall be forfeited and the shares of Common Stock subject to the Award shall be
returned to the Company. In the event that the Participant paid any purchase price with respect to such forfeited shares, unless
otherwise provided by the Committee in an Award Agreement, the Company will refund to the Participant the lesser of (i) such purchase
price and (ii) the Fair Market Value of such shares on the date of forfeiture.


 


Section 8.3          
Restrictions. Shares of Restricted Stock may not be transferred, assigned or subject to any encumbrance, pledge, or charge
until all applicable restrictions are removed or have expired, unless otherwise allowed by the Committee. The Committee may require
in an Award Agreement that certificates representing shares of Restricted Stock bear a legend making appropriate reference to the
restrictions imposed, and that certificates representing the shares remain in the physical custody of an escrow holder until all
restrictions are removed or have expired.


 


Section 8.4          
Rights as Stockholder. Subject to the foregoing provisions of this Section 8 and the applicable Award Agreement, the Participant
shall have all rights of a stockholder with respect to shares of Restricted Stock granted to the Participant, including the right
to vote the shares and receive all dividends and other distributions paid or made with respect thereto, unless the Committee determines
otherwise at the time the Restricted Stock is granted.


 




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Section 8.5          
Section 83(b) Election. If a Participant makes an election pursuant to Section 83(b) of the Code with respect to shares
of Restricted Stock, the Participant shall file, within 30 days following the Date of Grant, a copy of such election with the Company
(directed to the Secretary thereof) and with the Internal Revenue Service, in accordance with the regulations under Section 83
of the Code. The Committee may provide in an Award Agreement that shares of Restricted Stock are conditioned upon the Participant’s
making or refraining from making an election with respect to the shares under Section 83(b) of the Code.


 


9.           
Restricted Stock Units.


 


Section 9.1          
Grant. Restricted Stock Units may be granted to any Eligible Person selected by the Committee. The value of each Restricted
Stock Unit is equal to the Fair Market Value of the Common Stock on the applicable date or time period of determination, as specified
by the Committee. Restricted Stock Units shall be subject to such restrictions and conditions as the Committee shall determine.
Restricted Stock Units may be granted together with a dividend equivalent right with respect to the shares of Common Stock subject
to the Award, which may be accumulated and may be deemed reinvested in additional stock units, as determined by the Committee in
its discretion.


 


Section 9.2          
Vesting. On the Date of Grant, the Committee shall, in its discretion, determine any vesting requirements with respect to
Restricted Stock Units, which shall be set forth in the Award Agreement. The requirements for vesting of Restricted Stock Units
may be based on the continued Service of the Participant with the Company or its Subsidiaries for a specified time period (or periods)
or on the attainment of a specified performance goal (or goals) established by the Committee in its discretion. The Committee may,
in its discretion, accelerate the vesting of Restricted Stock Units Award at any time. Restricted Stock Units may also be granted
on a fully vested basis, with a deferred payment date as may be determined by the Committee or elected by the Participant in accordance
with Applicable Law and rules established by the Committee.


 


Section
9.3           Payment. Restricted Stock Units shall become payable
to a Participant at the time or times determined by the Committee and set forth in the Award Agreement, which may be upon or
following the vesting of the Award. Payment of Restricted Stock Units may be made, at the discretion of the Committee, in
cash or in shares of Common Stock, or in a combination thereof as set forth in the Award Agreement, subject to applicable tax
withholding requirements set forth in Section 17.5. Any cash payment of Restricted Stock Units shall be made based upon the
Fair Market Value of the Common Stock, determined on such date or over such time period as determined by the Committee. If
Restricted Stock Units are settled in shares of Common Stock, then on the date of settlement, the Company shall deliver to
the Participant evidence of book entry shares of Common Stock, or upon the Participant’s request, Common Stock
certificates in an appropriate amount.


 




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10.          
Performance Shares.


 


Section 10.1
Grant. Performance Shares may be granted to any Eligible Person selected by the Committee. A Performance Share Award shall
be subject to such restrictions and condition as the Committee shall specify. A Performance Share Award may be granted with a dividend
equivalent right with respect to the shares of Common Stock subject to the Award, which may be accumulated and may be deemed reinvested
in additional stock units, as determined by the Committee in its discretion.


 


Section 10.2
Value. Each Performance Share shall have an initial value equal to the Fair Market Value of a Share on the Grant Date. The
Committee shall set performance goals in its discretion that, depending on the extent to which they are met over a specified time
period, shall determine the number of Performance Shares that shall be paid to a Participant.


 


Section 10.3
Earning. After the applicable time period has ended, the number of Performance Shares earned by the Participant over such
time period shall be determined as a function of the extent to which the applicable corresponding performance goals have been achieved.
This determination shall be made solely by the Committee. The Committee may, in its discretion, waive any performance or vesting
conditions relating to a Performance Share Award.


 


Section 10.4
Form and Timing of Payment. The Committee shall pay at the close of the applicable Performance Period, or as soon as practicable
thereafter, any earned Performance Shares in the form of cash or in shares of Common Stock or in a combination thereof, as specified
in a Participant’s Award Agreement, subject to applicable tax withholding requirements set forth in Section 17.5. Any shares
of Common Stock paid to a Participant under this Section 10.4 may be subject to any restrictions deemed appropriate by the Committee.
If Performance Shares are settled in shares of Common Stock, then as soon as practicable following the date of settlement the Company
shall deliver to the Participant evidence of book entry shares of Common Stock, or upon the Participant’s request, Common
Stock certificates in an appropriate amount.


 


11.          
Performance Units.


 


Section 11.1
Grant. Performance Units may be granted to any Eligible Person selected by the Committee. A Performance Unit Award shall
be subject to such restrictions and condition as the Committee shall specify in a Participant’s Award Agreement.


 


Section 11.2
Value. Each Performance Unit shall have an initial notional value equal to a dollar amount determined by the Committee,
in its sole discretion. The Committee shall set performance goals in its discretion that, depending on the extent to which they
are met over a specified time period, will determine the number of Performance Units that shall be settled and paid to the Participant.


 




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Section 11.3
Earning. After the applicable time period has ended, the number of Performance Units earned by the Participant, and the
amount payable in cash, in shares or in a combination thereof, over such time period shall be determined as a function of the extent
to which the applicable corresponding performance goals have been achieved. This determination shall be made solely by the Committee.
The Committee may, in its discretion, waive any performance or vesting conditions relating to a Performance Unit Award


 


Section 11.4
Form and Timing of Payment. The Committee shall pay at the close of the applicable Performance Period, or as soon as practicable
thereafter, any earned Performance Units in the form of cash or in shares of Common Stock or in a combination thereof, as specified
in a Participant’s Award Agreement, subject to applicable tax withholding requirements set forth in Section 17.5. Any shares
of Common Stock paid to a Participant under this Section 11.4 may be subject to any restrictions deemed appropriate by the Committee.
If Performance Units are settled in shares of Common Stock, then as soon as practicable following the date of settlement the Company
shall deliver to the Participant evidence of book entry shares of Common Stock, or upon the Participant’s request, Common
Stock certificates in an appropriate amount.


 


12.          
Incentive Bonus Awards.


 


Section 12.1   
Grant. The Committee, at its discretion, may grant Incentive Bonus Awards to such Participants as it may designate from
time to time on such terms and conditions as the Committee shall determine.


 


Section 12.2   
Performance Criteria.   The determination of Incentive Bonus Awards
for a given year or years may be based upon the attainment of specified levels of Company or Subsidiary performance as measured
by performance criteria determined at the discretion of the Committee, including any or all of the Performance Measures set forth
in Section 14 of the Plan. The Committee shall (i) select those Participants who shall be eligible to receive an Incentive Bonus
Award, (ii) determine the performance period, (iii) determine target levels of performance, and (iv) determine the level of Incentive
Bonus Award to be paid to each selected Participant upon the achievement of each performance level. The Committee generally shall
make the foregoing determinations prior to the commencement of services to which an Incentive Bonus Award relates (or for Incentive
Bonus Awards that are Section 162(m) Awards, within the permissible time period established for exemption under Code Section 162(m)
of the Code), to the extent applicable, and while the outcome of the performance goals and targets is substantially uncertain.


 




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12.3          Payment.


 


(a) Incentive
Bonus Awards shall be paid in cash or settled through the issuance of unrestricted shares of Common Stock, Restricted Stock Awards
or Restricted Stock Units under the Plan, as determined by the Committee in its sole discretion. Payment or settlement shall be
made following a determination by the Committee that the performance targets were attained.


 


(b) The amount
of an Incentive Bonus Award to be paid upon the attainment of each targeted level of performance shall equal a percentage of a
Participant’s base salary for the fiscal year, a fixed dollar amount, or such other formula, as determined by the Committee.


 


13.          
Other Cash-Based Awards and Other Stock-Based Awards


 


Section 13.1
Grant. The Committee may grant other types of equity-based or equity-related Awards not otherwise described by the terms
of the Plan (including the grant or offer for sale of unrestricted shares of Common Stock) in such amounts and subject to such
terms and conditions, as the Committee shall determine. Such Awards may involve the transfer of actual shares of Common Stock to
a Participant, or payment in cash or otherwise of amounts based on the value of shares of Common Stock. In addition, the Committee,
at any time and from time to time, may grant Cash-Based Awards to a Participant in such amounts and upon such terms as the Committee
shall determine, in its sole discretion.


 


Section 13.2
Value. Each Other Stock-Based Award shall be expressed in terms of shares of Common Stock or units based on shares of Common
Stock, as determined by the Committee, in its sole discretion. Each Other Cash-Based Award shall specify a payment amount or payment
range as determined by the Committee, in its sole discretion. If the Committee exercises its discretion to establish performance
goals, the value of Other Cash-Based Awards that shall be paid to the Participant will depend on the extent to which such performance
goals are met.


 


Section 13.3
Payment. Payment, if any, with respect to Other Cash-Based Awards and Other Stock-Based Award shall be made in accordance
with the terms of the Award, in cash or shares of Common Stock, as the Committee determines.


 


14. Section 162(m) Awards.


 


Section
14.1          Grant. The Committee, at its discretion, may grant
Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units, Incentive Bonus Awards, Other Stock-Based
Awards and/or Other Cash-Based Awards that are intended to be exempt from the deduction limitation under Section 162(m) of
the Code by virtue of the exception for “qualified performance-based compensation” under Section 162(m) of the
Code (“Section 162(m) Awards”). Section 162(m) Awards must comply with the additional requirements set
forth in this Section 14, which shall control over any other provision that pertains to such Award.


 




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Section 14.2      Performance Measures.


 


(a)          
Each Section 162(m) Award shall be contingent on the attainment of one or more pre-established, objective performance goals based
on one or more Performance Measures (“Performance Goals”). Further, at the discretion of the Committee, a Section
162(m) Award may be subject to goals and restrictions in addition to the attainment of Performance Goals.


 


               (b)          “Performance Measures”
are one or more measures of performance based on one or more of the following criteria, or a combination of any of the following
criteria, as determined by the Committee: (i) net earnings or net income (before or after taxes); (ii) earnings growth; (iii)
earnings per share (including, but not limited to, growth in diluted earnings per share from continuing operations); (iv) net
sales (including, but not limited to, net sales growth); (v) gross profits or net operating profit; (vi) return measures (including,
but not limited to, return on assets, capital, equity, or sales); (vii) cash flow (including, but not limited to, operating cash
flow, free cash flow, cash flow return on capital and statutory cash measures); (viii) revenue growth; (ix) earnings before or
after taxes, interest, depreciation, and/or amortization; (x) productivity ratios; (xi) Common Stock price (including, but not
limited to, growth measures), (xii) total stockholder return; (xiii) expense targets; (xiv) margins (including, but not limited
to, gross or operating margins and earnings before or after taxes, interest, depreciation, and/or amortization margins); (xv)
operating efficiency; (xvi) customer satisfaction or increase in the number of customers; (xvii) attainment of budget goals; (xviii)
division working capital turnover; (xix) attainment of strategic or operational initiatives; (xx) market share; (xxi) cost reductions;
(xxii) working capital targets; (xxiii) sales backlog; (xxiv) net debt; and (xxv) value-added measures. The foregoing criteria
shall have any reasonable definitions that the Committee may specify, which may include or exclude any or all of the following
items, as the Committee may specify: extraordinary, unusual or non-recurring items; asset write-downs; effects of changes in tax
laws, accounting principles or other laws or provisions; effects of currency fluctuations; effects of industry volumes, customer
mix or customer tooling payments and receipts; effects of financing activities (e.g., effect on earnings per share of issuing
convertible debt securities); expenses for reorganizations and restructuring, productivity initiatives or new business initiatives;
non-operating items; acquisition and divestiture expenses; effects of litigation or claim judgments or settlements and effects
of acquisitions and divestitures. Performance Goals may be (i) used to measure the performance of the Company and/or any of its
Subsidiaries as a whole, any business unit thereof, or any combination thereof (ii) absolute or relative (to prior performance
of the Company or to the performance of one or more other entities or external indices) and (iii) expressed in terms of a progression
within a specified range.


 


(c)          
For each Section 162(m) Award, the Committee shall (i) select the Participant who shall be eligible to receive a Section 162(m)
Award, (ii) determine the Performance Goals, (iii) determine the applicable period of service to which the Performance Goals relate
(the “Performance Period”), and (iv) determine, in terms of an objective formula or standard, the method for
computing the amount of compensation payable to the Participant if the Performance Goal is obtained. The Committee shall make the
foregoing determinations prior to the commencement of the Performance Period applicable to an Award (or within the permissible
time period established under Section 162(m) of the Code) and while the outcome of the Performance Goals is substantially uncertain.


 




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14.3          Certification
of Attainment of Performance Goals; Negative Discretion.


 


(a)          
After each Performance Period, but in all cases prior to payment or settlement of a Section 162(m) Award, the Committee shall
certify in writing (which may include the written minutes for any meeting of the Committee) that the Performance Goals and all
other material terms applicable to a Section 162(m) Award were in fact satisfied. At the time of such certification, the Committee
shall also determine the amount of compensation payable to the Participant as a result of the attainment of such Performance Goals.
The Committee shall have no discretion to waive all or part of the Performance Goals applicable to the receipt of full or partial
payment of a Section 162(m) Award, except in the case of a Change in Control or the death or Disability of a Participant.


 


(b)          
Notwithstanding the foregoing, the Committee may, in its discretion, reduce any Section 162(m) Award based on such factors as may
be determined by the Committee, including, without limitation, a determination by the Committee that such a reduction is appropriate
in light of pay practices of competitors, or the performance of the Company, a Subsidiary or a Participant relative to the performance
of competitors, or performance with respect to the Company’s strategic business goals.


 


Section
14.4         Individual Participant Limitations.   Subject to
adjustment as provided in Section 4.2, with respect to Section 162(m) Awards and Stock Options and Stock Appreciation Rights
intended to be exempt from the deduction limitation under Code Section 162(m), no Participant in any one fiscal year of the
Company may be granted (a) Stock Options or Stock Appreciation Rights with respect to more than 500,000 shares of Common
Stock each; (b) Restricted Stock or Restricted Stock Units with respect to more than 300,000 shares of Common Stock each; and
(c) Performance Shares, Incentive Bonus Awards and Other Stock Based Awards that are denominated in shares of Common Stock
with respect to more than 300,000 shares of Common Stock each. The maximum dollar value payable to any Participant in any one
fiscal year of the Company with respect to Restricted Stock Units, Performance Units or Incentive Bonus Awards or Other
Stock-Based Awards that may be settled in cash or other property (other than Common Stock) is $6,000,000. If an Award is
cancelled, the cancelled Award shall continue to be counted towards the applicable limitations. The limitations in this
Section 14.4 shall be interpreted and applied in a manner consistent with Section 162(m) of the Code.


 




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15.          
Change in Control.


 


Section 15.1    Effect.


 


(a)          
The Committee may, at the time of the grant of an Award and as set forth in an Award Agreement, provide for the effect of a “Change
in Control” on an Award. Such provisions may include any one or more of the following: (i) the acceleration or extension
of time periods for purposes of exercising, vesting in, or realizing gain from any Award, (ii) the elimination or modification
of performance or other conditions related to the payment or other rights under an Award, (iii) provision for the cash settlement
of an Award for an equivalent cash value, as determined by the Committee, or (iv) such other modification or adjustment to an
Award as the Committee deems appropriate to maintain and protect the rights and interests of Participants upon or following a
Change in Control. To the extent necessary for compliance with Section 409A of the Code, an Award Agreement shall provide that
an Award subject to the requirements of Section 409A that would otherwise become payable upon a Change in Control shall only become
payable to the extent that the requirements for a “change in control” for purposes of Section 409A have been satisfied.


 


(b)          
Notwithstanding anything to the contrary set forth in the Plan, unless otherwise provided by an Award Agreement, upon or in anticipation
of any Change in Control, the Committee may, in its sole and absolute discretion and without the need for the consent of any Participant,
take one or more of the following actions contingent upon the occurrence of that Change in Control: (i) cause any or all outstanding
Stock Options and Stock Appreciation Rights held by Participants affected by the Change in Control to become vested and immediately
exercisable, in whole or in part; (ii) cause any or all outstanding Restricted Stock, Restricted Stock Units, Performance Shares,
Performance Units, Incentive Bonus Award and any other Award held by Participants affected by the Change in Control to become non-forfeitable,
in whole or in part; (iii) cancel any Stock Option or Stock Appreciation Right in exchange for a substitute option in a manner
consistent with the requirements of Treasury Regulation. §1.424-1(a) (notwithstanding the fact that the original Stock Option
may never have been intended to satisfy the requirements for treatment as an Incentive Stock Option); (iv) cancel any Restricted
Stock, Restricted Stock Units, Performance Shares or Performance Units held by a Participant in exchange for restricted stock or
performance shares of or stock or performance units in respect of the capital stock of any successor corporation; (v) redeem any
Restricted Stock held by a Participant affected by the Change in Control for cash and/or other substitute consideration with a
value equal to the Fair Market Value of an unrestricted share of Common Stock on the date of the Change in Control; (vi) cancel
any Stock Option or Stock Appreciation Right held by a Participant affected by the Change in Control in exchange for cash and/or
other substitute consideration with a value equal to (A) the number of shares of Common Stock subject to that Stock Option or Stock
Appreciation Right, multiplied by (B) the difference, if any, between the Fair Market Value per share of Common Stock on the date
of the Change in Control and the exercise price of that Stock Option or Stock Appreciation Right; provided, that if the
Fair Market Value per share of Common Stock on the date of the Change in Control does not exceed the exercise price of any such
Stock Option or Stock Appreciation Right, the Committee may cancel that Stock Option or Stock Appreciation Right without any payment
of consideration therefor; (vii) cancel any Restricted Stock Unit or Performance Unit held by a Participant affected by the Change
in Control in exchange for cash and/or other substitute consideration with a value equal to the Fair Market Value per share of
Common Stock on the date of the Change in Control (provided that such cancelation and exchange does not violate Section 409A of
the Code); or (ix) make such other modifications, adjustments or amendments to outstanding Awards or the Plan as the Committee
deems necessary or appropriate.


 




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16.          
General Provisions.


 


Section 16.1
Award Agreement. To the extent deemed necessary by the Committee, an Award under the Plan shall be evidenced by an Award
Agreement in a written or electronic form approved by the Committee setting forth the number of shares of Common Stock or units
subject to the Award, the exercise price, base price, or purchase price of the Award, the time or times at which an Award will
become vested, exercisable or payable and the term of the Award. The Award Agreement may also set forth the effect on an Award
of termination of Service under certain circumstances. The Award Agreement shall be subject to and incorporate, by reference or
otherwise, all of the applicable terms and conditions of the Plan, and may also set forth other terms and conditions applicable
to the Award as determined by the Committee consistent with the limitations of the Plan. Award Agreements evidencing Incentive
Stock Options shall contain such terms and conditions as may be necessary to meet the applicable provisions of Section 422 of the
Code. The grant of an Award under the Plan shall not confer any rights upon the Participant holding such Award other than such
terms, and subject to such conditions, as are specified in the Plan as being applicable to such type of Award (or to all Awards)
or as are expressly set forth in the Award Agreement.


 


Section 16.2
Forfeiture Events/Representations. The Committee may specify in an Award Agreement at the time of the Award that the Participant’s
rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon
the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award.
Such events shall include, but shall not be limited to, termination of Service for cause, violation of material Company policies,
breach of noncompetition, confidentiality or other restrictive covenants that may apply to the Participant, or other conduct by
the Participant that is detrimental to the business or reputation of the Company. The Committee may also specify in an Award Agreement
that the Participant’s rights, payments and benefits with respect to an Award shall be conditioned upon the Participant making
a representation regarding compliance with noncompetition, confidentiality or other restrictive covenants that may apply to the
Participant and providing that the Participant’s rights, payments and benefits with respect to an Award shall be subject
to reduction, cancellation, forfeiture or recoupment on account of a breach of such representation. In addition, (i) Awards and
any compensation directly attributable to Awards may be made subject to forfeiture, recovery by the Company or other action pursuant
to any compensation recovery policy adopted by the Board or the Committee at any time, including in response to the requirements
of Section 10D of the Exchange Act and any implementing rules and regulations thereunder, or as otherwise required by law and (ii)
any Award Agreement may be unilaterally amended by the Committee to comply with any such compensation recovery policy.


 




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Section 16.3 No Assignment or Transfer; Beneficiaries.


 


(a)          
Awards under the Plan shall not be assignable or transferable by the Participant, except by will or by the laws of descent and
distribution, and shall not be subject in any manner to assignment, alienation, pledge, encumbrance or charge. Notwithstanding
the foregoing, the Committee may provide in an Award Agreement that the Participant shall have the right to designate a beneficiary
or beneficiaries who shall be entitled to any rights, payments or other benefits specified under an Award following the Participant’s
death. During the lifetime of a Participant, an Award shall be exercised only by such Participant or such Participant’s guardian
or legal representative. In the event of a Participant’s death, an Award may, to the extent permitted by the Award Agreement,
be exercised by the Participant’s beneficiary as designated by the Participant in the manner prescribed by the Committee
or, in the absence of an authorized beneficiary designation, by the legatee of such Award under the Participant’s will or
by the Participant’s estate in accordance with the Participant’s will or the laws of descent and distribution, in each
case in the same manner and to the same extent that such Award was exercisable by the Participant on the date of the Participant’s
death.


 


(b)          
Notwithstanding anything else in this Section 16.3 to the contrary, the Committee may in its discretion provide in an Award Agreement
that an Award in the form of a Nonqualified Stock Option, share-settled Stock Appreciation Right, Restricted Stock, Performance
Share or share-settled Other Stock-Based Award may be transferred, on such terms and conditions as the Committee deems appropriate,
either (i) by instrument to the Participant’s “Immediate Family” (as defined below), (ii) by instrument to an
inter vivos or testamentary trust (or other entity) in which the Award is to be passed to the Participant’s designated beneficiaries,
or (iii) by gift to charitable institutions. Any transferee of the Participant’s rights shall succeed and be subject to all
of the terms of the applicable Award Agreement and the Plan. “Immediate Family” means any child, stepchild, grandchild,
parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law, or sister-in-law, and shall include adoptive relationships.


 


Section 16.4   
Rights as Stockholder. A Participant shall have no rights as a holder of shares of Common Stock with respect to any unissued
securities covered by an Award until the date the Participant becomes the holder of record of such securities. Except as provided
in Section 4.2 hereof, no adjustment or other provision shall be made for dividends or other stockholder rights, except to the
extent that an Award Agreement (other than an Award Agreement for Stock Options or Stock Appreciation Rights) provides for dividend
payments or dividend equivalent rights.


 




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Section 16.5
Employment or Service. Nothing in the Plan, in the grant of any Award or in any Award Agreement shall confer upon any Eligible
Person or Participant any right to continue in the Service of the Company or any of its Subsidiaries, or interfere in any way with
the right of the Company or any of its Subsidiaries to terminate the employment or other service relationship of an Eligible Person
or Participant for any reason at any time.


 


Section 16.6 
Fractional Shares. In the case of any fractional share or unit resulting from the grant, vesting, payment or crediting of
dividends or dividend equivalents under an Award, the Committee shall have the discretionary authority to (i) disregard such fractional
share or unit, (ii) round such fractional share or unit to the nearest lower or higher whole share or unit, or (iii) convert such
fractional share or unit into a right to receive a cash payment.


 


Section 16.7
Other Compensation and Benefit Plans. The amount of any compensation deemed to be received by a Participant pursuant to
an Award shall not constitute includable compensation for purposes of determining the amount of benefits to which a Participant
is entitled under any other compensation or benefit plan or program of the Company or any Subsidiary, including, without limitation,
under any bonus, pension, profit-sharing, life insurance, salary continuation or severance benefits plan, except to the extent
specifically provided by the terms of any such plan.


 


Section 16.8
Plan Binding on Transferees. The Plan shall be binding upon the Company, its transferees and assigns, and the Participant,
the Participant’s executor, administrator and permitted transferees and beneficiaries. In addition, 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.


 


Section 16.9
Foreign Jurisdictions. The Committee may adopt, amend and terminate such arrangements and grant such Awards, not inconsistent
with the intent of the Plan, as it may deem necessary or desirable to comply with any tax, securities, regulatory or other laws
of other jurisdictions with respect to Awards that may be subject to such laws. The terms and conditions of such Awards may vary
from the terms and conditions that would otherwise be required by the Plan solely to the extent the Committee deems necessary for
such purpose. Moreover, the Board may approve such supplements to or amendments, restatements or alternative versions of the Plan,
not inconsistent with the intent of the Plan, as it may consider necessary or appropriate for such purposes, without thereby affecting
the terms of the Plan as in effect for any other purpose.


 


Section 16.10
Substitute Awards in Corporate Transactions. Nothing contained in the Plan shall be construed to limit the right of the
Committee to grant Awards under the Plan in connection with the acquisition, whether by purchase, merger, consolidation or other
corporate transaction, of the business or assets of any corporation or other entity. Without limiting the foregoing, the Committee
may grant Awards under the Plan to an employee or director of another corporation who becomes an Eligible Person by reason of any
such corporate transaction in substitution for awards previously granted by such corporation or entity to such person. The terms
and conditions of the substitute Awards may vary from the terms and conditions that would otherwise be required by the Plan solely
to the extent the Committee deems necessary for such purpose. Any shares of Common Stock subject to these substitute Awards shall
not be counted against any of the maximum share limitations set forth in the Plan.


 




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17.          
Legal Compliance.


 


Section 17.1
Securities Laws. No shares of Common Stock will be issued or transferred pursuant to an Award unless and until all then
applicable requirements imposed by Federal and state securities and other laws, rules and regulations and by any regulatory agencies
having jurisdiction, and by any exchanges upon which the shares of Common Stock may be listed, have been fully met. As a condition
precedent to the issuance of shares pursuant to the grant or exercise of an Award, the Company may require the Participant to take
any reasonable action to meet such requirements. The Committee may impose such conditions on any shares of Common Stock issuable
under the Plan as it may deem advisable, including, without limitation, restrictions under the Securities Act, as amended, under
the requirements of any exchange upon which such shares of the same class are then listed, and under any blue sky or other securities
laws applicable to such shares. The Committee may also require the Participant to represent and warrant at the time of issuance
or transfer that the shares of Common Stock are being acquired only for investment purposes and without any current intention to
sell or distribute such shares. Certificates representing Common Stock acquired pursuant to an Award may bear such legend as the
Company may consider appropriate under the circumstances. If an Award is made to an Eligible Person who is subject to Chinese jurisdiction,
and approval of the Award by China’s State Administration of Foreign Exchange is needed, the Award may be converted to cash
or other equivalent amount if and to the extent that such approval is not obtained.


 


Section 17.2
Incentive Arrangement. The Plan is designed to provide an on- going, pecuniary incentive for Participants to produce their
best efforts to increase the value of the Company. The Plan is not intended to provide retirement income or to defer the receipt
of payments hereunder to the termination of a Participant’s employment or beyond. The Plan is thus intended not to be a pension
or welfare benefit plan that is subject to Employee Retirement Income Security Act of 1974 (“ERISA”), and shall be
construed accordingly. All interpretations and determinations hereunder shall be made on a basis consistent with the Plan’s
status as not an employee benefit plan subject to ERISA.


 


Section 17.3
Unfunded Plan. The adoption of the Plan and any reservation of shares of Common Stock or cash amounts by the Company to
discharge its obligations hereunder shall not be deemed to create a trust or other funded arrangement. Except upon the issuance
of Common Stock pursuant to an Award, any rights of a Participant under the Plan shall be those of a general unsecured creditor
of the Company, and neither a Participant nor the Participant’s permitted transferees or estate shall have any other interest
in any assets of the Company by virtue of the Plan. Notwithstanding the foregoing, the Company shall have the right to implement
or set aside funds in a grantor trust, subject to the claims of the Company’s creditors or otherwise, to discharge its obligations
under the Plan.


 




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Section 17.4
Section 409A Compliance. To the extent applicable, it is intended that the Plan and all Awards hereunder comply with the
requirements of Section 409A of the Code, and the Plan and all Award Agreements shall be interpreted and applied by the Committee
in a manner consistent with this intent in order to avoid the imposition of any additional tax under Section 409A of the Code.
In the event that any provision of the Plan or an Award Agreement is determined by the Committee to not comply with the applicable
requirements of Section 409A of the Code, the Committee shall have the authority to take such actions and to make such interpretations
or changes to the Plan or an Award Agreement as the Committee deems necessary to comply with such requirements, provided that the
Committee shall act in a manner that is intended to preserve the economic value of the Award to the Participant. In no event whatsoever
shall the Company be liable for any additional tax, interest or penalties that may be imposed on any Participant by Section 409A
of the Code or any damages for failing to comply with Section 409A of the Code. Notwithstanding anything in the Plan to the contrary,
all or part of an Award payment to a Participant who is determined to constitute a Code Section 409A “Specified Employee”
at the time of separation from service, shall be delayed (if then required) under Code Section 409A, and paid in an aggregated
lump on the first business day after six (6) months have lapsed following the Participant’s separation from service, or the
date of the Participant’s death, if earlier. Any remaining payments shall be paid on their regularly scheduled payment dates.
For purposes of the Plan and any Agreements issued under the Plan, the phrases “separation from service,” “termination
of employment” and “employment termination” shall be deemed to mean “separation from service” as
defined by Code Section 409A.


 


Section 17.5 Tax Withholding.


 


(a)          
The Company shall have the power and the right to deduct or withhold, or require a participant to remit to the Company, the minimum
statutory amount to satisfy federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld
with respect to any taxable event arising as a result of the Plan, but in no event shall such deduction or withholding or remittance
exceed the minimum statutory withholding requirements.


 


(b)          
If permitted under an Award Agreement or authorized by the Committee, (i) a Participant may, in order to fulfill the minimum statutory
withholding obligation, tender previously-acquired shares of Common Stock or have shares of stock withheld from the exercise, provided
that the shares have an aggregate Fair Market Value sufficient to satisfy in whole or in part the applicable minimum withholding
taxes, and (ii) the broker-assisted exercise procedure described
in Section 6.5 may also be utilized to satisfy the withholding requirements related to the exercise of a Stock Option.


 




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(c)          
Notwithstanding the foregoing, a Participant may not use shares of Common Stock to satisfy the withholding requirements to the
extent that (i) there is a substantial likelihood that the use of such form of payment or the timing of such form of payment would
subject the Participant to a substantial risk of liability under Section 16 of the Exchange Act; or (ii) such withholding would
constitute a violation of the provisions of any law or regulation (including the Sarbanes-Oxley Act of 2002).


 


Section 17.6
No Guarantee of Tax Consequences. Neither the Company, the Board, the Committee nor any other Person make any commitment
or guarantee that any federal, state, local or foreign tax treatment will apply or be available to any Participant or any other
person hereunder.


 


Section 17.7
Severability. If any provision of the Plan or any Award Agreement shall be determined to be illegal or unenforceable by
any court of law in any jurisdiction, the remaining provisions hereof and thereof shall be severable and enforceable in accordance
with their terms, and all provisions shall remain enforceable in any other jurisdiction.


 


Section 17.8
Governing Law. The Plan and all rights hereunder shall be subject to and interpreted in accordance with the laws of the
State of Delaware, without reference to the principles of conflicts of laws, and to applicable Federal securities laws.


 


18.          
Amendment and Termination.


 


The Board may
suspend or terminate the Plan (or any portion thereof) at any time and may amend the Plan at any time and from time to time in
such respects as the Board may deem advisable or in the best interests of the Company or any Subsidiary. No such amendment, suspension
or termination shall materially and adversely affect the rights of any Participant under any outstanding Awards, without the consent
of such Participant. The Plan will continue in effect until terminated in accordance with this Section 18; provided, however,
that no Award will be granted hereunder on or after the tenth anniversary of the Restatement Date; but provided further,
that Awards granted prior to such tenth anniversary may extend beyond that date.


 



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