SENESCO TECHNOLOGIES, INC.


 


2008 INCENTIVE COMPENSATION PLAN


 


(As Amended and Restated February 11,
2014)


 


ARTICLE ONE


 


GENERAL PROVISIONS


 


		I.	PURPOSE OF THE PLAN



 


This 2008 Incentive Compensation Plan (the
“Plan”) is intended to promote the interests of Senesco Technologies, Inc., a Delaware corporation, by providing eligible
persons in the Corporation’s service with the opportunity to participate in one or more cash or equity incentive compensation
programs designed to encourage them to continue their service relationship with the Corporation.


 


The Plan serves as the successor to the
Corporation’s 1998 Stock Incentive Plan (the “Predecessor Plan”), and no further awards shall be granted under
the Predecessor Plan after the Plan Effective Date. All awards outstanding under the Predecessor Plan on the Plan Effective Date
shall continue to be governed solely by the terms of the documents evidencing such award, and no provision of the Plan shall be
deemed to affect or otherwise modify the rights or obligations of the holders of such transferred awards.


 


Capitalized terms shall have the meanings
assigned to such terms in the attached Appendix.


 


		II.	TYPES OF AWARDS



 


Awards may be made under the Plan in the
form of (i) options, (ii) stock appreciation rights, (iii) stock awards, (iv) restricted stock units, (v) cash
awards, (vi) performance units, and (vii) dividend equivalent rights.


 


		III.	ADMINISTRATION OF THE PLAN



 


A.         
The Compensation Committee shall have sole and exclusive authority to administer the Plan with respect to Section 16 Insiders.
Administration of the Plan with respect to all other persons eligible to participate in the Plan may, at the Board’s discretion,
be vested in the Compensation Committee or a Secondary Board Committee, or the Board may retain the power to administer those programs
with respect to such persons.


 


B.           Members
of the Compensation Committee or any Secondary Board Committee shall serve for such period of time as the Board may determine and
may be removed by the Board at any time. The Board may also at any time terminate the functions of any Secondary Board Committee
and reassume all powers and authority previously delegated to such committee.


 


C.           To
the extent permitted by and consistent with applicable law, the Board may delegate to one or more executive officers the power
to grant awards to employees other than Section 16 Insiders.


 


D.           Each
Plan Administrator shall, within the scope of its administrative functions under the Plan, have full power and authority (subject
to the provisions of the Plan) to establish such rules and regulations as it may deem appropriate for proper administration of
the Plan and to make such determinations under, and issue such interpretations of, the provisions of the Plan and any outstanding
Awards thereunder as it may deem necessary or advisable. Decisions of the Plan Administrator within the scope of its administrative
functions under the Plan shall be final and binding on all parties who have an interest in the Plan under its jurisdiction or any
Award thereunder.


 


E.           Service
as a Plan Administrator by the members of the Compensation Committee or the Secondary Board Committee shall constitute service
as Board members, and the members of each such committee shall accordingly be entitled to full indemnification and reimbursement
as Board members for their service on such committee. No member of the Compensation Committee or the Secondary Board Committee
shall be liable for any act or omission made in good faith with respect to the Plan or any Award thereunder.


 






    	 



    	 



    

  


		IV.	ELIGIBILITY



 


A.           The
persons eligible to participate in the Plan are as follows:


 


(i)           Employees,


 


(ii)          non-employee
members of the Board or the board of directors of any Parent or Subsidiary, and


 


(iii)         consultants
and other independent advisors who provide services to the Corporation (or any Parent or Subsidiary).


 


B.           The
Plan Administrator shall have full authority to determine which eligible persons are to receive Awards under the Plan, the time
or times when those Awards are to be made, the number of shares to be covered by each such Award, the time or times when the Award
is to become exercisable, the status of an option for federal tax purposes, the maximum term for which an option or stock appreciation
right is to remain outstanding, the vesting and issuance schedules applicable to the shares which are the subject of the Award,
the cash consideration (if any) payable for those shares and the form (cash or shares of Common Stock) in which the Award is to
be settled and, with respect to performance–based Awards, the performance objectives for each such Award, the amounts payable
at designated levels of attained performance, any applicable service vesting requirements, and the payout schedule for each such
Award.


 


		V.	STOCK SUBJECT TO THE PLAN



 


A.           The
stock issuable under the Plan shall be shares of authorized but unissued or reacquired Common Stock, including shares repurchased
by the Corporation on the open market. The number of shares of Common Stock initially reserved for issuance over the term of the
Plan shall be limited to 1,730,050 shares1.  Such
reserve shall consist of (i) the number of shares of Common Stock estimated to remain available for issuance, as of the Plan
Effective Date, under the Predecessor Plan as last approved by the Corporation’s stockholders (excluding shares subject to
outstanding awards under the Predecessor Plan), plus (ii) an additional increase of Forty Thousand (40,000) shares, plus (iii)
an additional increase of Fifty Thousand (50,000) shares approved by the Board on March 25, 2010 and approved by the stockholders
at the 2010 Annual Meeting plus (iv) an additional increase of One Hundred Eighteen Thousand Six Hundred Seventy-eight (118,678)
shares approved by the Board on January 31, 2011 and approved by the stockholders at the 2011 Annual Meeting, plus (v) an additional
increase of One Million Five Hundred Thousand (1,500,000) shares approved by the Board on December 23, 2013 subject to stockholder
approval at the 2014 Annual Meeting.  To the extent any options or restricted stock units outstanding under the Predecessor
Plan on the Plan Effective Date expire or terminate unexercised or without the issuance of shares thereunder, the number of shares
of Common Stock subject to those expired or terminated options and restricted stock units at the time of expiration or termination
shall be added to the share reserve under this Plan and shall accordingly be available for issuance hereunder, up to a maximum
of an additional Ten Thousand (10,000) shares.


 


B.           On
January 1 of each calendar year, beginning in calendar year 2012 and ending with the calendar year 2015, the share reserve automatically
increases so that the number of shares of Common Stock reserved for issuance over the term of the Plan shall be equal to fifteen
percent (15%) of the fully-diluted outstanding shares of Common Stock on such date, provided, however, that in no event shall such
annual increase exceed Seventy Thousand (70,000) shares per year. Subject to stockholder approval at the 2014 Annual Meeting, the
end date for the foregoing increase shall be extended to calendar year 2018, and the cap on the number of shares to be added to
the Plan pursuant to such increase shall be raised from Seventy Thousand (70,000) shares per year to Five Hundred Thousand (500,000)
shares per year, effective with the calendar year 2015 automatic increase.


 


 


______________________________


1
All share numbers set forth in this Plan have been adjusted to reflect the 1-for-100 reverse stock split effected
by the Corporation on October 21, 2013.


 






    	 



    	 



    

  


C.           The
maximum number of shares of Common Stock which may be issued pursuant to Incentive Options granted under the Plan shall be limited
to Two Hundred Thirty Thousand and Fifty (230,050) shares, plus such maximum number shall be increased each year by the increase
in the share reserve under the automatic share increase provisions under Section V.B. of this Article One, up to a maximum increase
of Seventy Thousand Shares (70,000) per year.  Subject to stockholder approval at the 2014 Annual Meeting, the maximum number
of shares of Common Stock which may be issued pursuant to Incentive Options granted under the Plan shall be increased from Two
Hundred Thirty Thousand and Fifty (230,050) shares to One Million Seven Hundred and Thirty Thousand and Fifty (1,730,050) shares
of Common Stock, plus such maximum number shall be increased each year by the increase in the share reserve under the automatic
share increase provisions under Section V.B. of this Article One, and the cap on the number of additional shares that may be granted
as Incentive Options each year shall be increased from Seventy Thousand (70,000) shares per year to Five Hundred Thousand (500,000)
shares per year, effective with the calendar year 2015.


 


D.           Each
person participating in the Plan shall be subject the following limitations:


 


(i)           no
one person participating in the Plan may receive stock options and stand-alone stock appreciation rights for more than Five Hundred
Thousand (500,000) shares of Common Stock in the aggregate per calendar year;


 


(ii)no one person participating in the
Plan may receive stock direct stock issuances (whether vested or unvested) or stock-based awards (other than stock options and
stand-alone stock appreciation rights) for more than Five Hundred Thousand (500,000) shares of Common Stock in the aggregate per
calendar year; and


 


(iii)          for
Awards denominated in dollars (whether payable in cash, Common Stock or a combination of both), the maximum dollar amount for which
such Awards may be made in the aggregate to such person shall not exceed One Million Dollars ($1,000,000) per calendar year within
the applicable service or performance measurement period.


 


E.           Shares
of Common Stock subject to outstanding Awards made under the Plan (including Awards transferred to this Plan from the Predecessor
Plan) shall be available for subsequent issuance under the Plan to the extent those Awards expire or terminate for any reason prior
to the issuance of the shares of Common Stock subject to those Awards. Unvested shares issued under the Plan and subsequently forfeited
or repurchased by the Corporation, at a price per share not greater than the original issue price paid per share, pursuant to the
Corporation’s repurchase rights under the Plan shall be added back to the number of shares of Common Stock reserved for issuance
under the Plan and shall accordingly be available for subsequent reissuance. Should the exercise price of an option under the Plan
be paid with shares of Common Stock, then the authorized reserve of Common Stock under the Plan shall be reduced only by the net
number of shares issued under the exercised stock option and not by the gross number of shares for which that option is exercised.
Upon the exercise of any stock appreciation right under the Plan, the share reserve shall be reduced only by the net number of
shares actually issued by the Corporation upon such exercise and not by the gross number of shares as to which such right is exercised.
If shares of Common Stock otherwise issuable under the Plan are withheld by the Corporation in satisfaction of the withholding
taxes incurred in connection with the exercise, vesting or settlement of an Award, then the number of shares of Common Stock available
for issuance under the Plan shall be reduced by the net number of shares issued after such share withholding.


 


F.           Should
any change be made to the Common Stock by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange
of shares, spin-off transaction or other change affecting the outstanding Common Stock as a class without the Corporation’s
receipt of consideration, or should the value of outstanding shares of Common Stock be substantially reduced as a result of a spin-off
transaction or an extraordinary dividend or distribution, or should there occur any merger, consolidation or other reorganization,
then equitable adjustments shall be made by the Plan Administrator to (i) the maximum number and/or class of securities issuable
under the Plan, (ii) the maximum number and/or class of securities by which the share reserve under the Plan may increase
by reason of the expiration or termination of options or restricted stock units under the Predecessor Plan, (iii) the maximum
number and/or class of securities by which the share reserve under the Plan may increase each year under the automatic share increase
provisions, (iv) the maximum number and/or class of securities that may be issued under the Plan pursuant to Incentive Options,
(v) the maximum number and/or class of securities for which any one person may be granted Common Stock-denominated Awards under
the Plan per calendar year, (vi) the number and/or class of securities and the exercise or base price per share in effect
under each outstanding award under the Plan and the cash consideration (if any) payable per share, and (vii) the number and/or
class of securities subject to the Corporation’s outstanding repurchase rights under the Plan and the repurchase price payable
per share. The adjustments shall be made in such manner as the Plan Administrator deems appropriate in order to prevent the dilution
or enlargement of benefits under the Plan and the outstanding Awards thereunder, and such adjustments shall be final, binding and
conclusive. In the event of a Change in Control, however, the adjustments (if any) shall be made solely in accordance with the
applicable provisions of the Plan governing Change in Control transactions.


 






    	 



    	 



    

  


G.           Outstanding
Awards granted pursuant to the Plan shall in no way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise
change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its
business or assets.


 


ARTICLE TWO


 


AWARDS


 


		I.	OPTIONS



 


A.           Authority.
The Plan Administrator shall have full power and authority, exercisable in its sole discretion, to grant Incentive Options and
Nonstatutory Options evidenced by one or more Award Agreements in the form approved by the Plan Administrator; provided, however,
that each such agreement shall comply with the terms specified below. Each agreement evidencing an Incentive Option shall, in addition,
be subject to the provisions of Section H below.


 


B.           Exercise
Price.


 


(i)           The
exercise price per share shall be fixed by the Plan Administrator; provided, however, that such exercise price shall
not be less than one hundred percent (100%) of the Fair Market Value per share of Common Stock on the grant date.


 


(ii)          The
exercise price shall become immediately due upon exercise of the option and shall, subject to the provisions of the documents evidencing
the option, be payable in one or more of the forms specified below:


 


(1)           cash
or check made payable to the Corporation,


 


(2)           shares
of Common Stock (whether delivered in the form of actual stock certificates or through attestation of ownership) held for the requisite
period (if any) necessary to avoid any resulting charge to the Corporation’s earnings for financial reporting purposes and
valued at Fair Market Value on the Exercise Date, or


 


(3)           to
the extent the option is exercised for vested shares of Common Stock, through a special sale and remittance procedure pursuant
to which the Participant shall concurrently provide instructions to (a) a brokerage firm (reasonably satisfactory to the Corporation
for purposes of administering such procedure in compliance with the Corporation’s pre-clearance/pre-notification policies)
to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement
date, sufficient funds to cover the aggregate exercise price payable for the purchased shares plus all applicable income and employment
taxes required to be withheld by the Corporation by reason of such exercise and (b) the Corporation to deliver the certificates
for the purchased shares directly to such brokerage firm on such settlement date in order to complete the sale.


 


Except to the extent
such sale and remittance procedure is utilized, payment of the exercise price for the purchased shares must be made on the Exercise
Date.


 






    	 



    	 



    

  


C.           Exercise
and Term of Options. Each option shall be exercisable at such time or times, during such period and for such number of
shares as shall be determined by the Plan Administrator and set forth in the Award Agreements evidencing the option. However, no
option shall have a term in excess of ten (10) years measured from the option grant date.


 


D.           Effect
of Termination of Service.


 


(i)           The
following provisions shall govern the exercise of any options that are outstanding at the time of the Participant’s cessation
of Service or death:


 


(1)           Any
option outstanding at the time of the Participant’s cessation of Service for any reason shall remain exercisable for such
period of time thereafter as shall be determined by the Plan Administrator and set forth in the documents evidencing the option,
but no such option shall be exercisable after the expiration of the option term.


 


(2)           Any
option held by the Participant at the time of the Participant’s death and exercisable in whole or in part at that time may
be subsequently exercised by the personal representative of the Participant’s estate or by the person or persons to whom
the option is transferred pursuant to the Participant’s will or the laws of inheritance or by the Participant’s designated
beneficiary or beneficiaries of that option.


 


(3)           Should
the Participant’s Service be terminated for Misconduct or should the Participant otherwise engage in Misconduct while holding
one or more outstanding options granted under this Article Two, then all of those options shall terminate immediately and
cease to be outstanding.


 


(4)           During
the applicable post-Service exercise period, the option may not be exercised for more than the number of vested shares for which
the option is at the time exercisable; provided, however, that one or more options may be structured so that those
options continue to vest in whole or part during the applicable post-Service exercise period. Upon the expiration of the applicable
exercise period or (if earlier) upon the expiration of the option term, the option shall terminate and cease to be outstanding
for any shares for which the option has not been exercised.


 


(ii)          The
Plan Administrator shall have complete discretion, exercisable either at the time an option is granted or at any time while the
option remains outstanding, to:


 


(1)           extend
the period of time for which the option is to remain exercisable following the Participant’s cessation of Service from the
limited exercise period otherwise in effect for that option to such greater period of time as the Plan Administrator shall deem
appropriate, but in no event beyond the expiration of the option term;


 


(2)           include
an automatic extension provision whereby the specified post-Service exercise period in effect for any option shall automatically
be extended by an additional period of time equal in duration to any interval within the specified post-Service exercise period
during which the exercise of that option or the immediate sale of the shares acquired under such option could not be effected in
compliance with applicable federal and state securities laws, but in no event shall such an extension result in the continuation
of such option beyond the expiration date of the term of that option; and/or


 


(3)           permit
the option to be exercised, during the applicable post-Service exercise period, not only with respect to the number of vested shares
of Common Stock for which such option is exercisable at the time of the Participant’s cessation of Service but also with
respect to one or more additional installments in which the Participant would have vested had the Participant continued in Service.


 


E.           Stockholder
Rights. The holder of an option shall have no stockholder rights with respect to the shares subject to the option until
such person shall have exercised the option, paid the exercise price and become a holder of record of the purchased shares.


 






    	 



    	 



    

  


F.           Repurchase
Rights. The Plan Administrator shall have the discretion to grant options which are exercisable for unvested shares of
Common Stock. Should the Participant cease Service while such shares are unvested, the Corporation shall have the right to repurchase
any or all of those unvested shares at a price per share equal to the lower of (i) the exercise price paid per
share or (ii) the Fair Market Value per share of Common Stock at the time of repurchase. The terms upon which such repurchase
right shall be exercisable (including the period and procedure for exercise and the appropriate vesting schedule for the purchased
shares) shall be established by the Plan Administrator and set forth in the document evidencing such repurchase right.


 


G.           Transferability
of Options. The transferability of options granted under the Plan shall be governed by the following provisions:


 


(i)           Incentive
Options: During the lifetime of the Participant, Incentive Options shall be exercisable only by the Participant and shall
not be assignable or transferable other than by will or the laws of inheritance following the Participant’s death.


 


(ii)          Non-Statutory
Options. Non-Statutory Options shall be subject to the same limitation on transfer as Incentive Options, except that the
Plan Administrator may structure one or more Non-Statutory Options so that the option may be assigned in whole or in part during
the Participant’s lifetime. The assigned portion may only be exercised by the person or persons who acquire a proprietary
interest in the option pursuant to the assignment. The terms applicable to the assigned portion shall be the same as those in effect
for the option immediately prior to such assignment and shall be set forth in such documents issued to the assignee as the Plan
Administrator may deem appropriate.


 


(iii)         Beneficiary
Designation. Notwithstanding the foregoing, the Participant may designate one or more persons as the beneficiary or beneficiaries
of his or her outstanding options, and those options shall, in accordance with such designation, automatically be transferred to
such beneficiary or beneficiaries upon the Participant’s death while holding those options. Such beneficiary or beneficiaries
shall take the transferred options subject to all the terms and conditions of the applicable agreement evidencing each such transferred
option, including (without limitation) the limited time period during which the option may be exercised following the Participant’s
death.


 


H.           Incentive
Options. The terms specified below shall be applicable to all Incentive Options.


 


(i)           Eligibility.
Incentive Options may only be granted to Employees.


 


(ii)          Dollar
Limitation. The aggregate Fair Market Value of the shares of Common Stock (determined as of the respective date or dates
of grant) for which one or more options granted to any Employee under the Plan (or any other option plan of the Corporation or
any Parent or Subsidiary) may for the first time become exercisable as Incentive Options during any one calendar year shall not
exceed the sum of One Hundred Thousand Dollars ($100,000).


 


To the extent the Employee
holds two (2) or more such options which become exercisable for the first time in the same calendar year, then for purposes
of the foregoing limitations on the exercisability of those options as Incentive Options, such options shall be deemed to become
first exercisable in that calendar year on the basis of the chronological order in which they were granted, except to the extent
otherwise provided under applicable law or regulation.


 


(iii)         10%
Stockholder. If any Employee to whom an Incentive Option is granted is a 10% Stockholder, then the exercise price per share
shall not be less than one hundred ten percent (110%) of the Fair Market Value per share of Common Stock on the option grant date,
and the option term shall not exceed five (5) years measured from the option grant date.


 


I.     
      Prohibition on Repricing Programs.  The Plan Administrator shall not
(i) implement any cancellation/regrant program pursuant to which outstanding options or stock appreciation rights under the Plan
are cancelled and new options or stock appreciation rights are granted in replacement with a lower exercise price per share, (ii)
cancel outstanding options or stock appreciation rights under the Plan with exercise or base prices per share in excess of the
then current Fair Market Value per share of Common Stock for consideration payable in equity securities of the Corporation, or
(iii) otherwise directly reduce the exercise price in effect for outstanding options or stock appreciation rights under the Plan,
without in each such instance obtaining stockholder approval.


 






    	 



    	 



    

  


		II.	STOCK APPRECIATION RIGHTS



 


A.           Authority.
The Plan Administrator shall have full power and authority, exercisable in its sole discretion, to grant stock appreciation rights
evidenced by one or more Award Agreements in the form approved by the Plan Administrator which complies with the terms specified
below.


 


B.           Types.
Two types of stock appreciation rights shall be authorized for issuance under this Section II: (i) tandem stock appreciation
rights (“Tandem Rights”) and (ii) stand-alone stock appreciation rights (“Stand-alone Rights”).


 


C.           Tandem
Rights. The following terms and conditions shall govern the grant and exercise of Tandem Rights.


 


(i)           One
or more Participants may be granted a Tandem Right, exercisable upon such terms and conditions as the Plan Administrator may establish,
to elect between the exercise of the underlying option for shares of Common Stock or the surrender of that option in exchange for
a distribution from the Corporation in an amount equal to the excess of (i) the Fair Market Value (on the option surrender
date) of the number of shares in which the Participant is at the time vested under the surrendered option (or surrendered portion
thereof) over (ii) the aggregate exercise price payable for such vested shares.


 


(ii)          Any
distribution to which the Participant becomes entitled upon the exercise of a Tandem Right may be made in (i) shares of Common
Stock valued at Fair Market Value on the option surrender date, (ii) cash or (iii) a combination of cash and shares of
Common Stock, as specified in the applicable Award agreement.


 


D.           Stand-Alone
Rights. The following terms and conditions shall govern the grant and exercise of Stand-alone Rights:


 


(i)           One
or more Participants may be granted a Stand-alone Right not tied to any underlying option. The Stand-alone Right shall relate to
a specified number of shares of Common Stock and shall be exercisable upon such terms and conditions as the Plan Administrator
may establish. In no event, however, may the Stand-alone Right have a maximum term in excess of ten (10) years measured from
the grant date.


 


(ii)          Upon
exercise of the Stand-alone Right, the holder shall be entitled to receive a distribution from the Corporation in an amount equal
to the excess of (i) the aggregate Fair Market Value (on the exercise date) of the shares of Common Stock underlying the exercised
right over (ii) the aggregate base price in effect for those shares.


 


(iii)         The
number of shares of Common Stock underlying each Stand-alone Right and the base price in effect for those shares shall be determined
by the Plan Administrator in its sole discretion at the time the Stand-alone Right is granted. In no event, however, may the base
price per share be less than the Fair Market Value per underlying share of Common Stock on the grant date.


 


(iv)        Stand-alone
Rights shall be subject to the same transferability restrictions applicable to Non-Statutory Options and may not be transferred
during the holder’s lifetime, except to the extent otherwise provided in the applicable Award Agreement. In addition, one
or more beneficiaries may be designated for an outstanding Stand-alone Right in accordance with substantially the same terms and
provisions as set forth in Section I.G.(iii) of this Article Two.


 






    	 



    	 



    

  


(v)          The
distribution with respect to an exercised Stand-alone Right may be made in (i) shares of Common Stock valued at Fair Market
Value on the exercise date, (ii) cash or (iii) a combination of cash and shares of Common Stock, as specified in the
applicable Award agreement.


 


(vi)         The
holder of a Stand-alone Right shall have no stockholder rights with respect to the shares subject to the Stand-alone Right unless
and until such person shall have exercised the Stand-alone Right and become a holder of record of the shares of Common Stock issued
upon the exercise of such Stand-alone Right.


 


E.           Post-Service
Exercise. The provisions governing the exercise of Tandem and Stand-alone Rights following the cessation of the Participant’s
Service shall be substantially the same as those set forth in Section I.C. of this Article Two for the options granted under
the Plan, and the Plan Administrator’s discretionary authority under Section I.C.(ii) of this Article Two shall also
extend to any outstanding Tandem or Stand-alone Appreciation Rights.


 


		III.	STOCK AWARDS



 


A.           Authority.
The Plan Administrator shall have full power and authority, exercisable in its sole discretion, to grant stock awards either as
vested or unvested shares of Common Stock, through direct and immediate issuances.  Each stock award shall be evidenced
by one or more Award Agreements in the form approved by the Plan Administrator; provided, however, that each such agreement shall
comply with the terms specified below.


 


B.           Issue
Price/Consideration.


 


(i)           Shares
of Common Stock may be issued under a stock award for a price per share fixed by the Plan Administrator at the time of the Award,
but in no event shall such issue price be less than one hundred percent (100%) of the Fair Market Value per share of Common Stock
on the Award date.


 


(ii)          Shares
of Common Stock may be issued under a stock award for any of the following items of consideration which the Plan Administrator
may deem appropriate in each individual instance:


 


(1)           cash;


 


(2)           past
services rendered or to be rendered the Corporation (or any Parent or Subsidiary); or


 


(3)           any
other valid consideration under the State in which the Corporation is at the time incorporated.


 


C.           Vesting
Provisions.


 


(i)           Stock
awards may, in the discretion of the Plan Administrator, be fully and immediately vested upon issuance as a bonus for Service rendered
or may vest in one or more installments over the Participant’s period of Service and/or upon the attainment of specified
performance objectives. The elements of the vesting schedule applicable to any stock award shall be determined by the Plan Administrator
and incorporated into the Award Agreement.


 


(ii)          The
Plan Administrator shall also have the discretionary authority, consistent with Code Section 162(m), to structure one or more
stock awards so that the shares of Common Stock subject to those Awards shall vest upon the achievement of pre-established performance
objectives based on one or more Performance Goals and measured over the performance period specified by the Plan Administrator
at the time of the grant of the Award.


 


(iii)         Should
the Participant cease to remain in Service while holding one or more unvested shares of Common Stock issued under a stock award
or should the performance objectives not be attained with respect to one or more such unvested shares of Common Stock, then those
shares shall be immediately surrendered to the Corporation for cancellation, and the Participant shall have no further stockholder
rights with respect to those shares. To the extent the surrendered shares were previously issued to the Participant for consideration
paid in cash or cash equivalent, the Corporation shall repay to the Participant the lower of (i) the cash consideration
paid for the surrendered shares or (ii) the Fair Market Value of those shares at the time of cancellation.


 






    	 



    	 



    

  


(iv)        The
Plan Administrator may in its discretion waive the surrender and cancellation of one or more unvested shares of Common Stock which
would otherwise occur upon the cessation of the Participant’s Service or the non-attainment of the performance objectives
applicable to those shares. Any such waiver shall result in the immediate vesting of the Participant’s interest in the shares
of Common Stock as to which the waiver applies. Such waiver may be effected at any time, whether before or after the Participant’s
cessation of Service or the attainment or non-attainment of the applicable performance objectives. However, no vesting requirements
tied to the attainment of performance objectives may be waived with respect to shares which were intended at the time of issuance
to qualify as performance-based compensation under Code Section 162(m), except in the event of the Participant’s Involuntary
Termination with respect to Awards made prior to January 1, 2009 or as otherwise provided in Section VIII of this Article
Two.


 


(v)         Any
new, substituted or additional securities or other property (including money paid other than as a regular cash dividend) which
the Participant may have the right to receive with respect to the Participant’s unvested shares of Common Stock by reason
of any stock dividend, stock split, recapitalization, combination of shares, exchange of shares, spin-off transaction, extraordinary
dividend or distribution or other change affecting the outstanding Common Stock as a class without the Corporation’s
receipt of consideration shall be issued subject to (i) the same vesting requirements applicable to the Participant’s
unvested shares of Common Stock and (ii) such escrow arrangements as the Plan Administrator shall deem appropriate, unless
and to the extent the Plan Administrator determines at the time to vest and distribute such securities or other property. Equitable
adjustments to reflect each such transaction shall also be made by the Plan Administrator to the repurchase price payable per share
by the Corporation for any unvested securities subject to its existing repurchase rights under the Plan; provided the aggregate
repurchase price shall in each instance remain the same.


 


D.          Stockholder
Rights. The Participant shall have full stockholder rights with respect to any shares of Common Stock issued to the Participant
under a stock award, whether or not the Participant’s interest in those shares is vested. Accordingly, the Participant shall
have the right to vote such shares and to receive any dividends paid on such shares, subject to any applicable vesting requirements.


 


		IV.	RESTRICTED STOCK UNITS



 


A.           Authority.
The Plan Administrator shall have the full power and authority, exercisable in its sole discretion, to grant restricted stock units
which entitle the Participants to receive the shares underlying those Awards upon vesting or upon the expiration of a designated
time period following the vesting of those Awards.  Each award of restricted stock units shall be evidenced by one or
more Award Agreements in the form approved by the Plan Administrator; provided, however, that each such agreement shall comply
with the terms specified below.


 


B.           Vesting
Provisions.


 


(i)           Restricted
stock units may, in the discretion of the Plan Administrator, vest in one or more installments over the Participant’s period
of Service or upon the attainment of specified performance objectives.


 


(ii)          The
Plan Administrator shall also have the discretionary authority, consistent with Code Section 162(m), to structure one or more
restricted stock unit awards so that the shares of Common Stock subject to those Awards shall vest (or vest and become issuable)
upon the achievement of pre-established performance objectives based on one or more Performance Goals and measured over the performance
period specified by the Plan Administrator at the time of the grant of the Award.


 






    	 



    	 



    

  


(iii)         Outstanding
restricted stock units shall automatically terminate, and no shares of Common Stock shall actually be issued in satisfaction of
those Awards, if the performance goals or Service requirements established for those Awards are not attained or satisfied. The
Plan Administrator, however, shall have the discretionary authority to issue vested shares of Common Stock under one or more outstanding
Awards of restricted stock units as to which the designated performance goals or Service requirements have not been attained or
satisfied. However, no vesting requirements tied to the attainment of performance goals may be waived with respect to Awards which
were intended, at the time those Awards were granted, to qualify as performance-based compensation under Code Section 162(m),
except in the event of the Participant’s Involuntary Termination with respect to Awards made prior to January 1, 2009
or as otherwise provided in Section VIII of this Article Two.


 


C.           Stockholder
Rights. The Participant shall not have any stockholder rights with respect to the shares of Common Stock subject to a restricted
stock unit award until that award vests and the shares of Common Stock are actually issued thereunder. However, dividend-equivalent
units may be paid or credited, either in cash or in actual or phantom shares of Common Stock, on outstanding restricted stock unit
awards, subject to such terms and conditions as the Plan Administrator may deem appropriate.


 


		V.	CASH AWARDS



 


A.           Authority.
The Plan Administrator shall have the full power and authority, exercisable in its sole discretion, to make cash incentive awards
which are to vest in one or more installments over the Participant’s continued Service with the Corporation or upon the attainment
of specified performance goals. Each such cash award shall be evidenced by one or more Award Agreements in the form approved by
the Plan Administrator; provided however, that each such agreement shall comply with the terms specified below.


 


B.           Vesting
Provisions.


 


(i)           The
elements of the vesting schedule applicable to each cash award shall be determined by the Plan Administrator and incorporated into
the Award Agreement.


 


(ii)          The
Plan Administrator shall also have the discretionary authority, consistent with Code Section 162(m), to structure one or more
cash awards so that those Awards shall vest upon the achievement of pre-established corporate performance objectives based upon
one or more Performance Goals and measured over the performance period specified by the Plan Administrator at the time of grant
of the Award.


 


(iii)         Outstanding
cash awards shall automatically terminate, and no cash payment or other consideration shall be due the holders of those Awards,
if the performance goals or Service requirements established for the Awards are not attained or satisfied. The Plan Administrator
may, however, in its discretion waive the termination of one or more unvested cash awards which would otherwise occur upon the
cessation of the Participant’s Service or the non-attainment of the performance objectives applicable to those Awards. Any
such waiver shall result in the immediate vesting of the Participant’s interest in the cash award as to which the waiver
applies. Such wavier may be effected at any time, whether before or after the Participant’s cessation of Service or the attainment
or non-attainment of the applicable performance objectives. However, no vesting requirements tied to the attainment of performance
goals may be waived with respect to awards which were intended, at the time those awards were granted, to qualify as performance-based
compensation under Code Section 162(m), except in the event of the Participant’s Involuntary Termination with respect
to Awards made prior to January 1, 2009 or as otherwise provided in Section VIII of this Article Two.


 


C.           Payment.
Cash awards which become due and payable following the attainment of the applicable performance goals or satisfaction of the applicable
Service requirement (or the waiver of such goals or Service requirement) may be paid in (i) cash, (ii) shares of Common
Stock valued at Fair Market Value on the payment date or (iii) a combination of cash and shares of Common Stock as the Plan
Administrator shall determine.


 






    	 



    	 



    

  


		VI.	PERFORMANCE UNIT AWARDS



 


A.           Authority.
The Plan Administrator shall have full power and authority, exercisable in its sole discretion, to grant performance unit awards
in accordance with the terms of this Section VI. Each performance unit award shall be evidenced by one or more Award Agreements
in the form approved by the Plan Administrator; provided however, that each such agreement shall comply with the
terms specified below.


 


B.           Bonus
Pool. A performance unit shall represent a participating interest in a special bonus pool tied to the attainment of pre-established
performance objectives based on one or more Performance Goals. The amount of the bonus pool may vary with the level at which the
applicable performance objectives are attained, and the value of each Performance Unit which becomes due and payable upon the attained
level of performance shall be determined by dividing the amount of the resulting bonus pool (if any) by the total number of Performance
Units issued and outstanding at the completion of the applicable performance period.


 


C.           Service
Requirement. Performance units may also be structured to include a Service requirement which the Participant must satisfy
following the completion of the performance period in order to vest in the performance units awarded with respect to that performance
period.


 


D.           Payment.
Performance units which become due and payable following the attainment of the applicable performance objectives and the satisfaction
of any applicable Service requirement may be paid in (i) cash, (ii) shares of Common Stock valued at Fair Market Value
on the payment date or (iii) a combination of cash and shares of Common Stock, as determined by the Plan Administrator in
its sole discretion and set forth in the Award Agreement.


 


		VII.	DIVIDEND EQUIVALENT RIGHTS



 


A.           Authority.
The Plan Administrator shall have the discretionary authority to grant dividend equivalent rights in accordance with the terms
of this Section VII. Each such Award shall be evidenced by one or more Award Agreements in the form approved by the Plan Administrator;
provided however, that each such agreement shall comply with the terms specified below.


 


B.           Terms.
The dividend equivalent rights may be granted as stand-alone awards or in tandem with other Awards made under the Plan. The term
of each dividend equivalent right award shall be established by the Plan Administrator at the time of grant, but no such Award
shall have a term in excess of ten (10) years.


 


C.           Entitlement.  Each
dividend equivalent right shall represent the right to receive the economic equivalent of each dividend or distribution, whether
in cash, securities or other property (other than shares of Common Stock), which is made per issued and outstanding share of Common
Stock during the term the dividend equivalent right remains outstanding.  A special account on the books of the Corporation
shall be maintained for each Participant to whom a dividend equivalent right is granted, and that account shall be credited per
dividend equivalent right with each such dividend or distribution made per issued and outstanding share of Common Stock during
the term of that dividend equivalent right remains outstanding.


 


D.           Timing
of Payment.  Payment of the amounts credited to such book account may be made to the Participant either concurrently
with the actual dividend or distribution made per issued and outstanding share of Common Stock or may be deferred for a period
specified by the Plan Administrator at the time the dividend equivalent right is initially granted or (to the extent permitted
by the Plan Administrator) designated by the Participant pursuant to a timely deferral election made in accordance with the requirements
of Code Section 409A.


 


E.           Form
of Payment.  Payment of the amounts due with respect to dividend equivalent rights may be made in (i) cash,
(ii) shares of Common Stock or (iii) a combination of cash and shares of Common Stock, as determined by the Plan Administrator
in its sole discretion and set forth in the Award Agreement.  If payment is to be made in the form of Common Stock, the
number of shares of Common Stock into which the cash dividend or distribution amounts are to be converted for purposes of the Participant’s
book account may be based on the Fair Market Value per share of Common Stock on the date of conversion, a prior date or an average
of the Fair Market Value per share of Common Stock over a designated period, as determined by the Plan Administrator in its sole
discretion.


 






    	 



    	 



    

  


		VIII.	EFFECT OF CHANGE IN CONTROL



 


A.           In
the event of an actual Change in Control transaction, each option, stock appreciation right and restricted stock unit award outstanding
at that time under the Plan but not otherwise fully vested shall automatically accelerate, immediately prior to the effective date
of that Change in Control, as to all the shares of Common Stock at the time subject to such Award, unless (i) such Award is
to be assumed  or substituted with an equivalent award by the successor corporation (or parent thereof) or is otherwise
to continue in full force and effect pursuant to the terms of the Change in Control transaction or (ii) such Award is replaced
with a cash retention program of the successor corporation that preserves the spread existing at the time of the Change in Control
on the shares of Common Stock as to which the Award is not otherwise at that time vested and exercisable and provides for the subsequent
vesting and payout of that spread in accordance with the same exercise/vesting schedule applicable to those shares but only if
such replacement cash program does not result in the treatment of the Award as an item of deferred compensation subject to Code
Section 409A, or (iii) the acceleration of such Award is subject to other limitations imposed by the Plan Administrator.


 


B.           All
outstanding repurchase rights shall automatically terminate, and the shares of Common Stock subject to those terminated rights
shall vest in full, immediately prior to the effective date of an actual Change in Control transaction, except to the extent (i) those
repurchase rights are to be assigned to the successor corporation (or parent thereof) or are otherwise to continue in full force
and effect pursuant to the terms of the Change in Control transaction or (ii) such accelerated vesting is precluded by other
limitations imposed by the Plan Administrator.


 


C.           Immediately
following the consummation of the Change in Control, all outstanding options, stock appreciation rights and restricted stock unit
awards shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof)
or otherwise continued in full force and effect pursuant to the terms of the Change in Control transaction.


 


D.           Each
Award denominated in shares of Common Stock which is assumed in connection with a Change in Control or otherwise continued in effect
shall be appropriately adjusted, immediately after such Change in Control, to apply to the number and class of securities into
which the shares of Common Stock subject to that Award would have been converted in consummation of such Change in Control had
those shares actually been outstanding at that time. Appropriate adjustments to reflect such Change in Control shall also be made
to (i) the exercise or base price or cash consideration payable per share in effect under each outstanding Award, provided
the aggregate exercise or base price or cash consideration in effect for such securities shall remain the same, (ii) the maximum
number and/or class of securities available for issuance over the remaining term of the Plan, (iii) the maximum number and/or
class of securities for which any one person may be granted Common Stock-denominated Awards under the Plan per calendar year and
(iv) the number and/or class of securities subject to the Corporation’s outstanding repurchase rights under the Plan
and the repurchase price payable per share. To the extent the actual holders of the Corporation’s outstanding Common Stock
receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation may, in connection
with the assumption or continuation of the outstanding Awards under the Plan and subject to the Plan Administrator’s approval,
substitute, for the securities underlying those assumed Awards, one or more shares of its own common stock with a fair market value
equivalent to the cash consideration paid per share of Common Stock in such Change in Control transaction, provided such common
stock is readily traded on an established U.S. securities exchange or market.


 


E.           The
Plan Administrator shall have the discretionary authority to structure one or more outstanding Awards so that those Awards shall,
immediately prior to the effective date of an actual Change in Control transaction, vest as to all the shares of Common Stock at
the time subject to those Awards, whether or not those Awards are to be assumed in the Change in Control transaction or otherwise
continued in effect. In addition, the Plan Administrator shall have the discretionary authority to structure one or more of the
Corporation’s repurchase rights so that those rights shall terminate immediately prior to the effective date of an actual
Change in Control transaction, and the shares subject to those terminated rights shall thereupon vest in full.


 






    	 



    	 



    

  


F.           The
Plan Administrator shall have full power and authority to structure one or more outstanding Awards so that those Awards shall vest
as to all the shares of Common Stock at the time subject to those Awards in the event the Participant’s Service is subsequently
terminated by reason of an Involuntary Termination within a designated period following the effective date of any Change in Control
transaction in which those Awards do not otherwise vest on an accelerated basis. In addition, the Plan Administrator may structure
one or more of the Corporation’s repurchase rights so that those rights shall immediately terminate with respect to any shares
held by the Participant at the time of such Involuntary Termination, and the shares subject to those terminated repurchase rights
shall accordingly vest in full at that time.


 


G.           The
portion of any Incentive Option accelerated in connection with a Change in Control shall remain exercisable as an Incentive Option
only to the extent the applicable One Hundred Thousand Dollar ($100,000) limitation is not exceeded. To the extent such dollar
limitation is exceeded, the accelerated portion of such option shall be exercisable as a Non-statutory Option under the Federal
tax laws.


 


H.           The
Plan Administrator shall have the discretionary authority to structure one or more cash, performance unit and dividend equivalent
right awards so that such Awards shall automatically vest in whole or in part immediately prior to the effective date of an actual
Change in Control transaction or upon the subsequent termination of the Participant’s Service by reason of an Involuntary
Termination within a designated period following the effective date of such Change in Control.


 


I.            The
Plan Administrator’s authority under Paragraphs E, F and H of this Section VIII shall also extend to any Awards intended
to qualify as performance-based compensation under Code Section 162(m), even though the automatic vesting of those Awards
pursuant to Paragraphs E, F and H of this Section VIII may result in their loss of performance-based status under Code Section 162(m).


 


ARTICLE THREE


 


MISCELLANEOUS


 


		I.	DEFERRED COMPENSATION



 


A.           The
Plan Administrator may, in its sole discretion, structure one or more Awards (other than options and stock appreciation rights)
so that the Participants may be provided with an election to defer the compensation associated with those Awards for federal income
tax purposes. Any such deferral opportunity shall comply with all applicable requirements of Code Section 409A.


 


B.           To
the extent the Corporation maintains one or more separate non-qualified deferred compensation arrangements which allow the participants
the opportunity to make notional investments of their deferred account balances in shares of Common Stock, the Plan Administrator
may authorize the share reserve under the Plan to serve as the source of any shares of Common Stock that become payable under those
deferred compensation arrangements. In such event, the share reserve under the Plan shall be reduced on a share-for-one share basis
for each share of Common Stock issued under the Plan in settlement of the deferred compensation owed under those separate arrangements.


 


		II.	TAX WITHHOLDING



 


A.           The
Corporation’s obligation to deliver shares of Common Stock upon the exercise, issuance or vesting of an Award under the Plan
shall be subject to the satisfaction of all applicable income and employment tax withholding requirements.


 


B.      
    The Plan Administrator may, in its discretion, provide Participants to whom Awards are made under the Plan
with the right to use shares of Common Stock in satisfaction of all or part of the Withholding Taxes to which such holders may
become subject in connection with the exercise, issuance or vesting of those Awards or the issuance of shares of Common Stock thereunder.
Such right may be provided to any such holder in either or both of the following formats:


 


(i)      
    Stock Withholding: The election to have the Corporation withhold, from the shares of Common
Stock otherwise issuable upon the issuance, exercise or vesting of such Award or the issuance of shares of Common Stock thereunder,
a portion of those shares with an aggregate Fair Market Value equal to the percentage of the Withholding Taxes (not to exceed one
hundred percent (100%)) designated by such individual. The shares of Common Stock so withheld shall not reduce the number of shares
of Common Stock authorized for issuance under the Plan.


 






    	 



    	 



    

  


(ii)      
   Stock Delivery: The election to deliver to the Corporation, at the time of the issuance, exercise
or vesting of such Award or the issuance of shares of Common Stock thereunder, one or more shares of Common Stock previously acquired
by such individual (other than in connection with the exercise, share issuance or share vesting triggering the Withholding Taxes)
with an aggregate Fair Market Value equal to the percentage of the Withholding Taxes (not to exceed one hundred percent (100%))
designated by the individual. The shares of Common Stock so delivered shall neither reduce the number of shares of Common Stock
authorized for issuance under the Plan nor be added to the number of shares of Common Stock authorized for issuance under the Plan.


 


		III.	SHARE ESCROW/LEGENDS



 


Unvested shares may,
in the Plan Administrator’s discretion, be held in escrow by the Corporation until the Participant’s interest in such
shares vests or may be issued directly to the Participant with restrictive legends on the certificates evidencing those unvested
shares.


 


		IV.	EFFECTIVE DATE AND TERM OF THE PLAN



 


A.           The
Plan became effective on the Plan Effective Date.  The Plan was amended and restated by the Board on March 25, 2010 to increase
the share reserve by an additional Fifty Thousand (50,000) shares and such amendment and restatement was approved by the stockholders
at the 2010 Annual Meeting.  The Plan was amended and restated by the Board on January 31, 2011 to increase the share reserve
by One Hundred Eighteen Thousand Six Hundred Seventy-Eight (118,678) shares and to provide for an automatic share increase each
calendar year commencing with the calendar year 2012 and ending with calendar year 2015, and such amendment and restatement was
approved by the stockholders at the 2011 Annual Meeting. The Plan was amended and restated by the Board on December 23, 2013 to
effect the following changes, subject to stockholder approval at the 2014 Annual Meeting: (i) increase the number of shares available
for award under the Plan by One Million Five Hundred Thousand (1,500,000) shares, (ii) extend the term of the evergreen feature
of Article I Section V.B. of the Plan through January 2018, (iii) increase the evergreen feature cap from 70,000 shares to 500,000
shares, beginning with the 2015 year evergreen increase, (iv) approve an increase to the number of shares that can be granted as
incentive stock options under the 2008 Plan that corresponds to the foregoing increases in items (i)-(iii), and (v) approve technical
modifications to the terms of the 2008 Plan, including changes designed to ensure that certain awards made under the 2008 Plan
will qualify as "performance-based" compensation under Section 162(m) of the Code.


 


B.           The
Plan shall terminate upon the earliest to occur of (i) September 22, 2018, (ii) the date on which all shares
available for issuance under the Plan shall have been issued as fully vested shares or (iii) the termination of all outstanding
Awards in connection with a Change in Control. Should the Plan terminate on September 22, 2018, then all Awards outstanding at
that time shall continue to have force and effect in accordance with the provisions of the documents evidencing those Awards.


 


		V.	AMENDMENT OF THE PLAN



 


A.           The
Board shall have complete and exclusive power and authority to amend or modify the Plan in any or all respects, subject to stockholder
approval to the extent required under applicable law or regulation or pursuant to the listing standards of the Stock Exchange on
which the Common Stock is at the time primarily traded. However, no such amendment or modification shall adversely affect the rights
and obligations with respect to Awards at the time outstanding under the Plan unless the Participant consents to such amendment
or modification.


 


B.           The
Compensation Committee shall have the discretionary authority to adopt and implement from time to time such addenda or subplans
to the Plan as it may deem necessary in order to bring the Plan into compliance with applicable laws and regulations of any foreign
jurisdictions in which Awards are to be made under the Plan and/or to obtain favorable tax treatment in those foreign jurisdictions
for the individuals to whom the Awards are made.


 






    	 



    	 



    

  


C.           Awards
may be made under the Plan that involve shares of Common Stock in excess of the number of shares then available for issuance under
the Plan, provided no shares shall actually be issued pursuant to those Awards until the number of shares of Common Stock available
for issuance under the Plan is sufficiently increased by stockholder approval of an amendment of the Plan authorizing such increase.
If such stockholder approval is not obtained within twelve (12) months after the date the first excess Award is made, then
all Awards granted on the basis of such excess shares shall terminate and cease to be outstanding.


 


		VI.	USE OF PROCEEDS



 


Any cash proceeds received
by the Corporation from the sale of shares of Common Stock under the Plan shall be used for general corporate purposes.


 


		VII.	REGULATORY APPROVALS



 


A.           The
implementation of the Plan, the granting of any Award under the Plan and the issuance of any shares of Common Stock in connection
with the issuance, exercise or vesting of any Award under the Plan shall be subject to the Corporation’s procurement of all
approvals and permits required by regulatory authorities having jurisdiction over the Plan, the Awards made under the Plan and
the shares of Common Stock issuable pursuant to those Awards.


 


B.           No
shares of Common Stock or other assets shall be issued or delivered under the Plan unless and until there shall have been compliance
with all applicable requirements of applicable securities laws, including the filing and effectiveness of the Form S-8 registration
statement for the shares of Common Stock issuable under the Plan, and all applicable listing requirements of any Stock Exchange
on which Common Stock is then listed for trading.


 


		VIII.	NO EMPLOYMENT/SERVICE RIGHTS



 


Nothing in the Plan
shall confer upon the Participant any right to continue in Service for any period of specific duration or interfere with or otherwise
restrict in any way the rights of the Corporation (or any Parent or Subsidiary employing or retaining such person) or of the Participant,
which rights are hereby expressly reserved by each, to terminate such person’s Service at any time for any reason, with or
without cause.


 


APPENDIX


 


The following definitions
shall be in effect under the Plan:


 


A.           Award
shall mean any of the following awards authorized for issuance or grant under the Plan: options, stock appreciation rights, stock
awards, restricted stock units, performance units, dividend equivalent rights and cash incentive awards.


 


B.           Award
Agreement shall mean the written agreement(s) between the Corporation and the Participant evidencing a particular Award
made to that individual under the Plan, as such agreement(s) may be in effect from time to time.


 


C.           Board
shall mean the Corporation’s Board of Directors.


 


D.           Change
in Control shall, with respect to each Award made under the Plan, be defined in accordance with the following provisions:


 


(i)           Change
in Control shall have the meaning assigned to such term in the Award Agreement for the particular Award or in any other agreement
incorporated by reference into the Award Agreement for purposes of defining such term.


 






    	 



    	 



    

  


(ii)           In
the absence of any other Change in Control definition in the Award Agreement (or in any other agreement incorporated by reference
into the Award Agreement), Change in Control shall mean a change in ownership or control of the Corporation effected through any
of the following transactions:


 


a.      
     a merger, consolidation or other reorganization approved by the Corporation’s stockholders,
unless securities representing more than fifty percent (50%) of the total combined voting power of the voting securities
of the successor corporation are immediately thereafter beneficially owned, directly or indirectly and in substantially the same
proportion, by the persons who beneficially owned the Corporation’s outstanding voting securities immediately prior to such
transaction,


 


b.       
    a sale, transfer or other disposition of all or substantially all of the Corporation’s assets, or


 


c.          
  the closing of any transaction or series of related transactions pursuant to which any person or any group of persons
comprising a “group” within the meaning of Rule 13d-5(b)(1) of the 1934 Act (other than the Corporation or a person
that, prior to such transaction or series of related transactions, directly or indirectly controls, is controlled by or is under
common control with, the Corporation) becomes directly or indirectly (whether as a result of a single acquisition or by reason
of one or more acquisitions within the twelve (12)-month period ending with the most recent acquisition) the beneficial owner (within
the meaning of Rule 13d-3 of the 1934 Act) of securities possessing (or convertible into or exercisable for securities possessing)
fifty percent (50%) or more of the total combined voting power of the Corporation’s securities (as measured in terms of the
power to vote with respect to the election of Board members) outstanding immediately after the consummation of such transaction
or series of related transactions, whether such transaction involves a direct issuance from the Corporation or the acquisition
of outstanding securities held by one or more of the Corporation’s existing stockholders.


 


d.   
        a change in the composition of the Board over a period of twelve (12) consecutive
months or less such that a majority of the Board members ceases, by reason of one or more contested elections for Board membership,
to be comprised of individuals who either (A) have been Board members continuously since the beginning of such period or (B) have
been elected or nominated for election as Board members during such period by at least a majority of the Board members described
in clause (A) who were still in office at the time the Board approved such election or nomination.


 


E.           Code
shall mean the Internal Revenue Code of 1986, as amended.


 


F.           Common
Stock shall mean the Corporation’s Common Stock.


 


G.           Compensation
Committee shall mean the Compensation Committee of the Board comprised of two (2) or more non-employee Board members.


 


H.           Corporation
shall mean Senesco Technologies, Inc., a Delaware corporation, and any corporate successor to all or substantially all of the assets
or voting stock of Senesco Technologies, Inc. which has by appropriate action assumed the Plan.


 


I.            Employee
shall mean an individual who is in the employ of the Corporation (or any Parent or Subsidiary, whether now existing or subsequently
established), subject to the control and direction of the employer entity as to both the work to be performed and the manner and
method of performance.


 


J.    
       Exercise Date shall mean the date on which the Corporation shall have received
written notice of the option exercise.


 


K.           Fair
Market Value per share of Common Stock on any relevant date shall be determined in accordance with the following provisions:


 


(i)If the Common
Stock is at the time listed on any Stock Exchange, per share of Common Stock on any relevant date shall be the closing selling
price per share of Common Stock at the close of regular hours trading (i.e., before after-hours trading begins) on date on question
on the Stock Exchange serving as the primary market for the Common Stock, as such price is reported by the National Association
of Securities Dealers (if primarily traded on the Nasdaq Global or Global Select Market) or as officially quoted in the composite
tape of transactions on any other Stock Exchange on which the Common Stock is then primarily traded. If there is no closing selling
price for the Common Stock on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding
date for which such quotation exists.


 






    	 



    	 



    

  


(ii)If the Common
Stock is at the time quoted on a national or regional securities exchange or market system (including over-the-counter markets
and the Nasdaq Capital Market) determined by the Plan Administrator to be the primary market for the Common Stock, then the Fair
Market Value shall be the closing selling price per share of Common Stock on the date in question, as such price is officially
reported by such exchange or market system. If there is no closing selling price for the Common Stock on the date in question,
then the Fair Market Value shall be the closing selling price of a share of Common Stock on the last preceding date for which such
quotation exists.


 


L.           Good
Reason shall, with respect to each Award made under the Plan, be defined in accordance with the following provisions:


 


(i)           Good
Reason shall have the meaning assigned to such term in the Award Agreement for the particular Award or in any other agreement incorporated
by reference into the Award Agreement for purposes of defining such term.


 


(ii)          In
the absence of any other Good Reason definition in the Award Agreement (or in any other agreement incorporated by reference into
the Award Agreement), Good Reason shall mean an individual’s voluntary resignation following (A) a change in his or
her position with the Corporation (or any Parent or Subsidiary) which materially reduces his or her duties, responsibilities or
authority, (B) a material diminution in the duties, responsibilities or authority of the person to whom such individual reports,
(C) a material reduction in such individual’s level of base compensation, with a reduction of more than fifteen percent
(15%) to be deemed material for such purpose, or (D) a material relocation of such individual’s place of employment,
with a relocation of more than fifty (50) miles to be deemed material for such purpose, provided, however, that
a resignation for Good Reason may be effected only after (i) the individual provides written notice to the Corporation of
the event or transaction constituting grounds for such resignation within sixty (60) days after the occurrence of that event
or transaction and (ii) the Corporation fails to take the requisite remedial action with respect to such event or transaction
within thirty (30) days after receipt of such notice.


 


M.          Incentive
Option shall mean an option which satisfies the requirements of Code Section 422.


 


N.           Involuntary
Termination shall, with respect to each Award made under the Plan, be defined in accordance with the following provisions:


 


(i)           Involuntary
Termination shall have the meaning assigned to such term in the Award Agreement for the particular Award or in any other agreement
incorporated by reference into the Award Agreement for purposes of defining such term.


 


(ii)          In
the absence of any other Involuntary Termination definition in the Award Agreement (or in any other agreement incorporated by reference
into the Award Agreement), Involuntary Termination shall mean such individual’s involuntary dismissal or discharge by the
Corporation (or any Parent or Subsidiary) for reasons other than Misconduct, or such individual’s voluntary resignation for
Good Reason.


 


O.           Misconduct
shall, with respect to each Award made under the Plan, be defined in accordance with the following provisions:


 


(i)           Misconduct
shall have the meaning assigned to such term in the Award Agreement for the particular Award or in any other agreement incorporated
by reference into the Award Agreement for purposes of defining such term.


 






    	 



    	 



    

  


(ii)          In
the absence of any other Misconduct definition in the Award Agreement for a particular Award (or in any other agreement incorporated
by reference into the Award Agreement), Misconduct shall mean the commission of any act of fraud, embezzlement or dishonesty by
the Participant, any unauthorized use or disclosure by such person of confidential information or trade secrets of the Corporation
(or any Parent or Subsidiary), or any other intentional misconduct by such person adversely affecting the business or affairs of
the Corporation (or any Parent or Subsidiary) in a material manner. The foregoing definition shall not in any way preclude or restrict
the right of the Corporation (or any Parent or Subsidiary) to discharge or dismiss any Participant or other person in the Service
of the Corporation (or any Parent or Subsidiary) for any other acts or omissions, but such other acts or omissions shall not be
deemed, for purposes of the Plan, to constitute grounds for termination for Misconduct.


 


P.           1934
Act shall mean the Securities Exchange Act of 1934, as amended.


 


Q.           Non-Statutory
Option shall mean an option not intended to satisfy the requirements of Code Section 422.


 


R.           Parent
shall mean any corporation (other than the Corporation) in an unbroken chain of corporations ending with the Corporation, provided
each corporation in the unbroken chain (other than the Corporation) owns, at the time of the determination, stock possessing fifty
percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.


 


S.           Participant
shall mean any person who is granted an Award under the Plan.


 


T.           Performance
Goals shall mean any of the following performance criteria upon which the vesting of one or more Awards under the
Plan may be based: (i) pre-tax or after-tax earnings, profit or net income, (ii) revenue or revenue growth, (iii) earnings
per share, (iv) return on assets, capital or stockholder equity, (v) total stockholder return, (vi) gross or net
profit margin, (vii) cash flow, (viii) earnings or operating income before interest, taxes, depreciation, amortization
and/or charges for stock-based compensation, (ix) market share, (x) increases in customer base, (xi) operating income,
net operating income or net operating income after recorded tax expense; (xii) operating profit, net operating profit or net
operating profit after recorded tax expense, (xiii) operating margin, (xiv) cost reductions or other expense control
objectives, (xv) market price of the Common Stock, whether measured in absolute terms or in relationship to earnings or operating
income, (xvi) budget objectives and research and development milestones, (xvii) working capital, (xviii) mergers,
acquisitions or divestitures or (xix) measures of customer satisfaction. Each performance criteria may be based upon the attainment
of specified levels of the Corporation’s performance under one or more of the measures described above relative to the performance
of other entities and may also be based on the performance of any of the Corporation’s business units or divisions or any
Parent or Subsidiary. Each applicable Performance Goal may include a minimum threshold level of performance below which no Award
will be earned, levels of performance at which specified portions of an Award will be earned and a maximum level of performance
at which an Award will be fully earned. Each applicable Performance Goal may be structured at the time of the Award to provide
for appropriate adjustment for one or more of the following items: (A) asset impairments or write-downs; (B) litigation judgments
or claim settlements; (C) the effect of changes in tax law, accounting principles or other such laws or provisions affecting
reported results; (D) accruals for reorganization and restructuring programs; (E) any extraordinary nonrecurring items
as described in Accounting Principles Board Opinion No. 30 and/or in management’s discussion and analysis of financial
condition and results of operations appearing in the Corporation’s annual report to shareholders for the applicable year;
(F) the operations of any business acquired by the Corporation or any Parent or Subsidiary or of any joint venture in which
the Corporation or any Parent or Subsidiary participates; (G) the divestiture of one or more business operations or the assets
thereof; or (H) the costs incurred in connection with such acquisitions or divestitures.


 


U.           Permanent
Disability or Permanently Disabled shall, with respect to each Award made under the Plan, be defined in accordance with
the following provisions:


 


(i)           Permanent
Disability or Permanently Disabled shall have the meaning assigned to such term in the Award Agreement for the particular Award
or in any other agreement incorporated by reference into the Award Agreement for purposes of defining such term.


 






    	 



    	 



    

  


(ii)          In
the absence of any other definition of Permanent Disability or Permanently Disabled in the Award Agreement for a particular Award
(or in any other agreement incorporated by reference into the Award Agreement), Permanent Disability or Permanently Disabled shall
mean the inability of the Participant to engage in any substantial gainful activity by reason of any medically determinable physical
or mental impairment expected to result in death or to be of continuous duration of twelve (12) months or more.


 


V.           Plan
shall mean the Corporation’s 2008 Incentive Compensation Plan, as set forth in this document.


 


W.         Plan
Administrator shall mean the particular entity or individual, whether the Compensation Committee (or subcommittee thereof),
the Board, the Secondary Board Committee or executive officer authorized to administer the Plan with respect to one or more classes
of eligible persons, to the extent such entity or individual is carrying out its administrative functions under the Plan with respect
to the persons under the jurisdiction of such entity or individual.


 


X.           Plan
Effective Date shall mean December 18, 2008, the date upon which the Plan was approved by the Corporation’s stockholders.


 


Y.           Predecessor
Plan shall mean the Corporation’s 1998 Stock Incentive Plan in effect immediately prior to the Plan Effective Date
hereunder.


 


Z.           Secondary
Board Committee shall mean a committee of one or more Board members appointed by the Board to administer the Plan with
respect to eligible persons other than Section 16 Insiders.


 


AA.       Section 16
Insider shall mean an officer or director of the Corporation subject to the short-swing profit liabilities of Section 16
of the 1934 Act.


 


BB.        Service
shall, with respect to each Award made under the Plan, be defined in accordance with the following provisions:


 


(i)           Service
shall have the meaning assigned to such term in the Award Agreement for the particular Award or in any other agreement incorporated
by reference into the Award Agreement for purposes of defining such term.


 


(ii)          In
the absence of any other definition of Service in the Award Agreement for a particular Award (or in any other agreement incorporated
by reference into the Award Agreement), Service shall mean the performance of services for the Corporation (or any Parent or Subsidiary,
whether now existing or subsequently established) by a person in the capacity of an Employee, a non-employee member of the board
of directors or a consultant or independent advisor, except to the extent otherwise specifically provided in the documents evidencing
the option grant or stock issuance. For purposes of this particular definition of Service, a Participant shall be deemed to cease
Service immediately upon the occurrence of the either of the following events: (i) the Participant no longer performs services
in any of the foregoing capacities for the Corporation or any Parent or Subsidiary or (ii) the entity for which the Participant
is performing such services ceases to remain a Parent or Subsidiary of the Corporation, even though the Participant may subsequently
continue to perform services for that entity.


 


(iii)         Service
shall not be deemed to cease during a period of military leave, sick leave or other personal leave approved by the Corporation;
provided, however, that should such leave of absence exceed three (3) months, then for purposes of determining
the period within which an Incentive Option may be exercised as such under the federal tax laws, the Participant’s Service
shall be deemed to cease on the first day immediately following the expiration of such three (3)-month period, unless Participant
is provided with the right to return to Service following such leave either by statute or by written contract. Except to the extent
otherwise required by law or expressly authorized by the Plan Administrator or by the Corporation’s written policy on leaves
of absence, no Service credit shall be given for vesting purposes for any period the Participant is on a leave of absence.


 






    	 



    	 



    

  


CC.        Stock
Exchange shall mean the American Stock Exchange, the Nasdaq Global or Global Select Market or the New York Stock Exchange.


 


DD.       
Subsidiary shall mean any corporation (other than the Corporation) in an unbroken chain of corporations beginning
with the Corporation, provided each corporation (other than the last corporation) in the unbroken chain owns, at the time of the
determination, stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of
the other corporations in such chain.


 


EE.         10%
Stockholder shall mean the owner of stock (as determined under Code Section 424(d)) possessing more than ten percent
(10%) of the total combined voting power of all classes of stock of the Corporation (or any Parent or Subsidiary).


 


FF.         Withholding
Taxes shall mean the applicable federal, state and foreign income and employment withholding taxes and other payments to
which the holder of an Award under the Plan may become subject in connection with the issuance, exercise or vesting of that Award
or the issuance of shares of Common Stock thereunder.