Blueprint





 







Exhibit 10.1


 



PARKERVISION, INC.



2019 Long Term Incentive Plan

 




Section 1.



Purpose; Definitions.





 


1.1. Purpose.
The purpose of the Plan is to enable the Company to offer to
employees, officers and directors of and consultants to the Company
and its Subsidiaries, Parent and Affiliates whose past, present
and/or potential future contributions to the Company and its
Subsidiaries have been, are or will be important to the success of
the Company, an opportunity to share monetarily in the success of
and/or acquire a proprietary interest in the Company. The various
types of long-term incentive awards that may be provided under the
Plan will enable the Company to respond to changes in compensation
practices, tax laws, accounting regulations and the size and
diversity of its businesses.

 


1.2. Definitions.
For purposes of the Plan, the following terms shall be defined as
set forth below:

 


(a) “Affiliate” means a corporation,
limited liability company or other entity that controls, is
controlled by, or is under common control with the Company and
designated by the Committee from time to time as
such.

 


(b) “Agreement” means the agreement
between the Company and the Holder, or such other document as may
be determined by the Committee, setting forth the terms and
conditions of an award under the Plan.

 


(c) “Asset Sale” means an acquisition by
any one person, or more than one person acting as a group, together
with acquisitions during the 12-month period ending on the date of
the most recent acquisition by such person or persons, of assets
from the Company that have a total gross fair market value equal to
or more than 50% of the total gross fair market value of all of the
assets of the Company immediately before such acquisition or
acquisitions. For this purpose, gross fair market value means the
value of the assets of the Company, or the value of the assets
being disposed of, determined without regard to any liabilities
associated with such assets.

 


(d) “Board” means the Board of Directors
of the Company.

 


(e) “Change of Control” means a
transaction in which any one person, or more than one person acting
as a group, acquires the ownership of stock of the Company that,
together with the stock held by such person or group, constitutes
more than 50% of the total Fair Market Value or combined voting
power of the stock of the Company. A Change of Control caused by an
increase in the percentage of stock owned by any one person, or
persons acting as a group, as a result of a transaction in which
the Company acquires its stock in exchange for property is not
treated as a Change of Control for purposes of the
Plan.

 


(f) “Code” means the Internal Revenue Code
of 1986, as amended from time to time, the Treasury Regulations
thereunder, and any other relevant interpretive guidance issued by
the Internal Revenue Service or the Treasury
Department.


 







 

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(g) “Committee” means the committee of the
Board designated to administer the Plan as provided in Section 2.1.
If no Committee is so designated, then all references in this Plan
to “Committee” shall mean the
Board.

 


(h) “Common Stock” means the Common Stock
of the Company, par value $0.01 per share.

 


(i) “Company” means ParkerVision, Inc., a
corporation organized under the laws of the State of
Florida.

 


(j) “Disability” means physical or mental
impairment as determined under procedures established by the
Committee for purposes of the Plan.

 


(k) “Effective Date” means the date
determined pursuant to Section 11.1.

 


(l) “Fair Market Value,” unless otherwise
required by any applicable provision of the Code or any regulations
issued thereunder, means, as of any given date: (i) if the Common
Stock is listed on a national securities exchange or is traded
over-the-counter and last sale information is available, unless
otherwise determined by the Committee, the last sale price of the
Common Stock in the principal trading market for the Common Stock
on such date, as reported by the exchange or by such source that
the Committee deems reliable, as the case may be; or (ii) if the
fair market value of the Common Stock cannot be determined pursuant
to clause (i), such price as the Committee shall determine, in good
faith.

 


(m) “Holder” means a person who has
received an award under the Plan.

 


(n) “Non-qualified Stock Option” means any
Stock Option that is not an “incentive stock option”
within the meaning of Section 422 of the Code.

 


(o) “Normal Retirement” means retirement
from active employment with the Company or any Subsidiary on or
after such age which may be designated by the Committee as
“retirement age” for any particular Holder. If no age
is designated, it shall be 65.

 


(p) “Other Stock-Based Award” means an
award under Section 8 that is valued in whole or in part by
reference to, or is otherwise based upon, Common
Stock.

 


(q) “Parent” means any present or future
“parent corporation” of the Company, as such term is
defined in Section 424(e) of the Code.

 


(r) “Plan” means the ParkerVision, Inc.
2019 Long Term Incentive Plan, as hereinafter amended from time to
time.

 


(s) “Repurchase Value” shall mean the Fair
Market Value if the award to be settled under Section 2.2(e) or
repurchased under Section 5.2(l) is comprised of shares of Common
Stock and the difference between Fair Market Value and the exercise
price (if lower than Fair Market Value) if the award is a Stock
Option or Stock Appreciation Right; in each case, multiplied by the
number of shares subject to the award. “Repurchase
Value” if the award to be repurchased under Section 9.2 is
comprised of shares of Common Stock shall mean the greater of the
Fair Market Value or the value of such award based upon the price
per share of Common Stock received or to be received by other
shareholders of the Company in the event. “Repurchase
Value” if the award to be repurchased under Section 9.2 is
comprised of Stock Options or Stock Appreciation Rights shall mean
the difference between the greater of (1) the Fair Market Value or
the value of such award based upon the price per share of Common
Stock received or to be received by other shareholders of the
Company in the event and (2) the exercise price (if lower),
multiplied by the number of shares subject to the
award.


 







 

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(t) “Restriction Period” means the time or
times within which awards may be subject to forfeiture, including
upon termination of employment or failure of performance
conditions.

 


(u) “Restricted Stock” means Common Stock
received under an award made pursuant to Section 7 that is
subject to restrictions under Section 7.

 


(v) “Restricted Stock Unit” means an
unfunded, unsecured right to receive, on the applicable settlement
date, one share or an amount in cash or other consideration
determined by the Committee to be of equal value as of such
settlement date, subject to certain vesting conditions and other
restrictions.

 


(w) “SAR
Value” means the excess of the Fair Market Value (on the
exercise date) over (i) the exercise price that the participant
would have otherwise had to pay to exercise the related Stock
Option or (ii) if a Stock Appreciation Right is granted unrelated
to a Stock Option, the Fair Market Value of a share of Common Stock
on the date of grant of the Stock Appreciation Right, in either
case, multiplied by the number of shares for which the Stock
Appreciation Right is exercised.

 


(x) “Stock Appreciation Right” means the
right to receive from the Company, without a cash payment to the
Company, either a number of shares of Common Stock equal to the SAR
Value divided by the Fair Market Value (on the exercise date), or,
at the Company’s election, cash in the amount of the SAR
Value.

 


(y) “Stock Option” or “Option”
means any option to purchase shares of Common Stock which is
granted pursuant to the Plan. Stock Options shall be Non-qualified
Stock Options.

 


(z)
“Subsidiary” means any present or future
“subsidiary corporation” of the Company, as such term
is defined in Section 424(f) of the Code.

 


(aa)
“vest” means to become exercisable or to otherwise
obtain ownership rights in an award.

 

 




Section 2.



Administration.





 


2.1. Committee
Membership. The Plan shall be
administered by the Board or a Committee. If administered by a
Committee, such Committee shall be composed of at least two
directors, all of whom are “non-employee” directors
within the meaning of Rule 16b-3 under the Securities Exchange Act
of 1934, as amended. Committee members shall serve for such term as
the Board may in each case determine and shall be subject to
removal at any time by the Board.

 


2.2. Powers of
Committee. The Committee shall
have full authority to award, pursuant to the terms of the Plan:
(i) Stock Options, (ii) Stock Appreciation Rights, (iii) Restricted
Stock, (iv) Restricted Stock Units, and/or (v) Other Stock-Based
Awards. For purposes of illustration and not of limitation, the
Committee shall have the authority (subject to the express
provisions of this Plan):

 


(a) to select
the officers, employees, directors and consultants of the Company,
Parent, Subsidiary or Affiliate to whom Stock Options, Stock
Appreciation Rights, Restricted Stock, Restricted Stock Units
and/or Other Stock-Based Awards may from time to time be awarded
hereunder;


 







 

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(b) to
determine the terms and conditions, not inconsistent with the terms
of the Plan, of any award granted hereunder (including, but not
limited to, number of shares, share exercise price or types of
consideration paid upon exercise of such options, such as other
securities of the Company or other property, any restrictions or
limitations, and any vesting, exchange, surrender, cancellation,
acceleration, termination, exercise or forfeiture provisions, as
the Committee shall determine);

 


(c) to
determine any specified performance goals or such other factors or
criteria which need to be attained for the vesting of an award
granted hereunder;

 


(d) to
determine the terms and conditions under which awards granted
hereunder are to operate on a tandem basis and/or in conjunction
with or apart from other awards under this Plan and cash and
non-cash awards made by the Company, Parent, Subsidiary and/or
Affiliate outside of this Plan; and

 


(e) to make
payments and distributions with respect to awards
(i.e., to “settle” awards) through cash
payments in an amount equal to the Repurchase
Value.

 


(f) to make
decisions with respect to outstanding awards that may become
necessary upon a Change of Control, Asset Sale, or an event that
triggers anti-dilution adjustments under the terms of an
outstanding award.

 


The
Committee may not modify or amend any outstanding Option or Stock
Appreciation Right to reduce the exercise price of such Option or
Stock Appreciation Right, as applicable, below the exercise price
as of the date of grant of such Option or Stock Appreciation Right.
In addition, no payment of cash or other property having a value
greater than the Repurchase Value may be made, and no Option or
Stock Appreciation Right with a lower exercise price may be
granted, in exchange for, or in connection with, the cancellation
or surrender of an Option or Stock Appreciation Right.

 


2.3. Interpretation of
Plan. Subject to Section 10,
the Committee shall have the authority to adopt, alter and repeal
such administrative rules, guidelines and practices governing the
Plan as it shall from time to time deem advisable, to interpret the
terms and provisions of the Plan and any award issued under the
Plan (and to determine the form and substance of all Agreements
relating thereto), and to otherwise supervise the administration of
the Plan. Subject to Section 10, all decisions made by the
Committee pursuant to the provisions of the Plan shall be made in
the Committee’s sole discretion and shall be final and
binding upon all persons, including the Company, its Parent,
Subsidiaries, Affiliates and Holders.

 


2.4 Award
Agreements. The terms and
conditions of each award made hereunder, as determined by the
Committee, shall be set forth in an Agreement, which shall be
delivered to the person receiving such award upon, or as promptly
as reasonably practicable following, the grant of such award. The
effectiveness of an award shall be subject to the Holder’s
acceptance of the Agreement, unless otherwise provided in the
Agreement.


 







 

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2.5 Indemnification.
In addition
to such other rights of indemnification as they may have as
Directors or members of the Committee, and to the extent allowed by
Florida law, the Committee shall be indemnified by the Company
against the reasonable expenses, including attorney’s fees,
actually incurred in connection with any action, suit, or
proceeding or in connection with any appeal therein, to which the
Committee may be party by reason of any action taken or failure to
act under or in connection with the Plan or any award granted under
the Plan, and against all amounts paid by the Committee in
settlement thereof (provided,
however, that the settlement
has been approved by the Company, which approval shall not be
unreasonably withheld) or paid by the Committee in satisfaction of
a judgment in any such action, suit, or proceeding, except in
relation to matters as to which it shall be adjudged in such
action, suit, or proceeding that such Committee did not act in good
faith and in a manner which such person reasonably believed to be
in the best interests of the Company, or in the case of a criminal
proceeding, had no reason to believe that the conduct complained of
was unlawful; provided,
however, that within 60 days
after the institution of any such action, suit, or proceeding, such
Committee shall, in writing, offer the Company the opportunity at
its own expense to handle and defend such action, suit or
proceeding.

 





Section 3.



Stock Subject to Plan.





 


3.1. Number of
Shares. The total number of
shares of Common Stock reserved and available for issuance under
the Plan shall be up to 12,000,000 shares of Common Stock (the
“Shares”). Shares
may consist, in whole or in part, of authorized and unissued shares
or treasury shares. The Company may make grants under this Plan at
such time or times when it does not have sufficient authorized and
unissued shares or treasury shares available to be reserved for
such grants, provided that the issuance of Shares upon exercise or
vesting of such grant, as the case may be, will be subject to the
Company having sufficient authorized and unissued shares or
treasury shares.

 


3.2. Recycling
Provision. If any shares of
Common Stock that have been granted pursuant to a Stock Option
cease to be subject to a Stock Option, or if any shares of Common
Stock that are subject to any Stock Appreciation Right, Restricted
Stock award, Restricted Stock Units or Other Stock-Based Award
granted hereunder are forfeited, or any such award otherwise
terminates without a payment being made to the Holder in the form
of Common Stock, such shares shall again be available for
distribution in connection with future grants and awards under the
Plan. If a Holder pays the exercise price of a Stock Option by
surrendering any previously owned shares and/or arranges to have
the appropriate number of shares otherwise issuable upon exercise
withheld to cover the withholding tax liability associated with the
Stock Option exercise, then, in the Committee’s discretion,
the number of shares available under the Plan may be increased by
the lesser of (i) the number of such surrendered shares and shares
used to pay taxes; and (ii) the number of shares purchased under
such Stock Option.

 


3.3. Adjustment Upon
Changes in Capitalization, Etc. In the event of any Common Stock dividend payable
on shares of Common Stock, Common Stock split or reverse split,
combination or exchange of shares of Common Stock, or other
extraordinary or unusual event which results in a change in the
shares of Common Stock of the Company as a whole, the Committee
shall determine, in its sole discretion, whether such change
equitably requires an adjustment in the terms of any award in order
to prevent dilution or enlargement of the benefits available under
the Plan (including number of shares subject to the award and the
exercise price) or the aggregate number of shares reserved for
issuance under the Plan. Any such adjustments will be made by the
Committee, whose determination will be final, binding and
conclusive.

 


 




 

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3.4. Administrative Stand
Still. In the event of
any changes in capitalization described above in Section 3.3, or
any other extraordinary transaction or change affecting the shares
or the share price of Common Stock, including any equity
restructuring or any securities offering or other similar
transaction, for administrative convenience, the Committee may
refuse to permit the exercise of any award for up to sixty days
before and/or after such transaction; provided, however, that the
Committee may not refuse to permit the exercise of any award during
the last five trading days prior to the expiration of such
award.

 


3.5. Substitute
Awards. In connection with an
entity’s merger or consolidation with the Company or any
Subsidiary or Affiliate or the Company’s or any Subsidiary’s
or Affiliate’s acquisition of an entity’s property or
stock, the Committee may grant awards in substitution for any
options or other stock or stock-based awards granted before such
merger or consolidation by such entity or its affiliate. Substitute
awards may be granted on such terms as the Committee deems
appropriate, notwithstanding limitations on awards in the Plan.
Substitute awards will not count against the plan
limit.

 


3.6 Individual
Limits. Non-employee directors
may not be granted during any calendar year in excess of the lesser
of 1,000,000 shares of Common Stock or
$175,000 (calculating the value of any awards based on the grant
date fair value).

 





Section 4.



Eligibility.





 


Awards
may be made or granted to employees, officers, directors and
consultants of the Company or its Subsidiaries, Parent or
Affiliates who are deemed to have rendered or to be able to render
significant services to the Company or its Subsidiaries and who are
deemed to have contributed or to have the potential to contribute
to the success of the Company or Subsidiary and which recipients
are qualified to receive options under the regulations governing
Form S-8 registration statements under the Securities Act of 1933,
as amended (“Securities Act”). Notwithstanding anything
to the contrary, an award may be made or granted to a person in
connection with his hiring or retention, or at any time on or after
the date he reaches an agreement (oral or written) with the Company
or its Subsidiaries, Parent or Affiliates with respect to such
hiring or retention, even though it may be prior to the date the
person first performs services for the Company or its Subsidiaries;
provided, however, that no portion of any such award shall vest
prior to the date the person first performs such services and the
date of grant shall be deemed to be the date hiring or retention
commences.

 





Section 5.



Stock Options.





 


5.1. Grant.
Stock Options granted under the Plan shall be Non-qualified Stock
Options. Any Stock Option granted under the Plan shall contain such
terms, not inconsistent with this Plan, as the Committee may from
time to time approve.

 


5.2.  Terms and
Conditions. Stock Options
granted under the Plan shall be subject to the following terms and
conditions:

 


(a) Option
Term. The term of each Stock
Option shall be fixed by the Committee; provided, however, that no
Stock Option may be exercisable after the expiration of ten years
from the date of grant.

 


 




 

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(b) Exercise
Price. The exercise price per
share of Common Stock purchasable under a Stock Option shall be
determined by the Committee at the time of grant; provided,
however, that the exercise price of a Stock Option may not be less
than 100% of the Fair Market Value on the date of grant or, if
greater, the par value of a share of Common
Stock.

 


(c) Exercisability.
Stock Options shall be exercisable at such time or times and
subject to such terms and conditions as shall be determined by the
Committee, provided that no
Stock Option may be exercisable unless and until the Company has
sufficient authorized unissued shares or treasury shares available
for such exercise. The Committee intends generally to provide that
Stock Options be exercisable only in installments, i.e., that they
vest over time, typically over a two- to five-year period. The
Committee may waive such installment exercise provisions at any
time at or after the time of grant in whole or in part, based upon
such factors as the Committee determines.

 


(d) Method of
Exercise. Subject to a
sufficient number of Shares being available, and the installment,
exercise and waiting period provisions as set forth in the
Agreement, Stock Options may be exercised in whole or in part at
any time during the term of the Option by giving written notice of
exercise to the Company specifying the number of shares of Common
Stock to be purchased. Such notice shall be accompanied by payment
in full of the purchase price, which shall be in cash or, if
provided in the Agreement, either in shares of Common Stock
(including Restricted Stock and other contingent awards under this
Plan or a reduction of the number of shares of Common Stock
otherwise deliverable upon exercise of such Option) or partly in
cash and partly in such Common Stock, or such other means which the
Committee determines are consistent with the Plan’s purpose
and applicable law. Cash payments shall be made by wire transfer,
certified or bank check or personal check, in each case payable to
the order of the Company; provided, however, that the Company shall
not be required to deliver certificates for shares of Common Stock
with respect to which an Option is exercised until the Company has
confirmed the receipt of good and available funds in payment of the
purchase price thereof (except that, in the case of an exercise
arrangement approved by the Committee and described in the next
sentence of this section, payment may be made as soon as
practicable after the exercise). The Committee may permit a Holder
to elect to pay the exercise price upon the exercise of a Stock
Option by irrevocably authorizing a third party to sell shares of
Common Stock (or a sufficient portion of the shares) acquired upon
exercise of the Stock Option and remit to the Company a sufficient
portion of the sale proceeds to pay the entire exercise price and
any tax withholding resulting from such exercise. The Committee may
also authorize other means for paying the exercise price of a Stock
Option, including using the value of the Stock Option (as
determined by the difference in the Fair Market Value of the Common
Stock and the exercise price of the Stock Option or other means
determined by the Committee).

 


(e) Stock
Payments. Payments in the form
of Common Stock shall be valued at the Fair Market Value on the
date of exercise. Such payments shall be made by delivery of stock
certificates in negotiable form that are effective to transfer good
and valid title thereto to the Company, free of any liens or
encumbrances.


 







 

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(f) Transferability.
Except as may be set forth in the next sentence of this Section or
in the Agreement, no Stock Option shall be transferable by the
Holder other than by will or by the laws of descent and
distribution, and all Stock Options shall be exercisable, during
the Holder’s lifetime, only by the Holder (or, to the extent
of legal incapacity or incompetency, the Holder’s guardian or
legal representative). Notwithstanding the foregoing, a Holder,
with the approval of the Committee, may transfer a Stock Option (i)
(A) by gift, for no consideration, or (B) pursuant to a domestic
relations order, in either case, to or for the benefit of the
Holder’s “Immediate Family” (as defined below),
or (ii) to an entity in which the Holder and/or members of
Holder’s Immediate Family own more than fifty percent of the
voting interest, subject to such limits as the Committee may
establish and the execution of such documents as the Committee may
require, and the transferee shall remain subject to all the terms
and conditions applicable to the Stock Option prior to such
transfer. The term “Immediate Family” shall mean 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, including adoptive relationships, any person sharing
the Holder’s household (other than a tenant or employee), a
trust in which these persons have more than fifty percent
beneficial interest, and a foundation in which these persons (or
the Holder) control the management of the
assets.

 


(g) Termination by Reason
of Death. If a Holder’s
employment by, or association with, the Company, Parent, Subsidiary
or Affiliate terminates by reason of death, any Stock Option held
by such Holder, unless otherwise determined by the Committee and
set forth in the Agreement, shall thereupon automatically
terminate, except that the portion of such Stock Option that has
vested on the date of death may thereafter be exercised by the
legal representative of the estate or by the legatee of the Holder
under the will of the Holder, for a period of one year (or such
other greater or lesser period as the Committee may specify in the
Agreement) from the date of such death or until the expiration of
the stated term of such Stock Option, whichever period is
shorter.

 


(h) Termination by Reason
of Disability. If a
Holder’s employment by, or association with, the Company,
Parent, Subsidiary or Affiliate terminates by reason of Disability,
any Stock Option held by such Holder, unless otherwise determined
by the Committee and set forth in the Agreement, shall thereupon
automatically terminate, except that the portion of such Stock
Option that has vested on the date of termination may thereafter be
exercised by the Holder for a period of one year (or such other
greater or lesser period as the Committee may specify in the
Agreement) from the date of such termination or until the
expiration of the stated term of such Stock Option, whichever
period is shorter.

 


(i) Termination by Reason
of Normal Retirement. Subject
to the provisions of Section 12.3, if such Holder’s
employment by, or association with, the Company, Parent, Subsidiary
or Affiliate terminates due to Normal Retirement, any Stock Option
held by such Holder, unless otherwise determined by the Committee
and set forth in the Agreement, shall thereupon automatically
terminate, except that the portion of such Stock Option that has
vested on the date of termination may thereafter be exercised by
the Holder for a period of one year (or such other greater or
lesser period as the Committee may specify in the Agreement) from
the date of such termination or until the expiration of the stated
term of such Stock Option, whichever period is
shorter.

 


(j) Other
Termination. Subject to the
provisions of Section 12.3, if such Holder’s employment by,
or association with, the Company, Parent, Subsidiary or Affiliate
terminates for any reason other than death, Disability or Normal
Retirement, any Stock Option held by such Holder, unless otherwise
determined by the Committee and set forth in the Agreement, shall
thereupon automatically terminate, except that, if the
Holder’s employment is terminated by the Company, Parent,
Subsidiary or Affiliate without cause, the portion of such Stock Option
that has vested on the date of termination may thereafter be
exercised by the Holder for a period of three months (or such other
greater or lesser period as the Committee may specify in the
Agreement) from the date of such termination or until the
expiration of the stated term of such Stock Option, whichever
period is shorter.


 







 

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(k) Buyout and Settlement
Provisions. The Committee may
at any time, in its sole discretion, offer to repurchase a Stock
Option previously granted, at a purchase price not to exceed the
Repurchase Value, based upon such terms and conditions as the
Committee shall establish and communicate to the Holder at the time
that such offer is made.

 


(l) Rights as
Shareholder. A Holder shall
have none of the rights of a Shareholder with respect to the shares
subject to the Option until such shares shall be transferred to the
Holder upon the exercise of the Option.

 

 




Section 6.



Stock Appreciation Rights.





 


6.1. Grant.
Subject to the terms and conditions of the Plan, the Committee may
grant Stock Appreciation Rights in tandem with an Option
(“Related Right”) or alone and unrelated to an Option.
The Committee may grant Stock Appreciation Rights to participants
who have been or are being granted Stock Options under the Plan as
a means of allowing such participants to exercise their Stock
Options without the need to pay the exercise price in cash. In the
case of a Non-qualified Stock Option, a Stock Appreciation Right
may be granted either at or after the time of the grant of such
Non-qualified Stock Option.

 


6.2. Terms and
Conditions. Stock Appreciation
Rights shall be subject to the following terms and
conditions:

 


(a) Exercisability. Stock
Appreciation Rights shall be exercisable as shall be determined by
the Committee and set forth in the Agreement. Notwithstanding the
foregoing, a Related Right shall be exercisable only to the same
extent as the related Option, provided that the Holder surrenders
the applicable portion of the related Stock Option upon exercise of
the Related Right. Upon exercise of all or a portion of a Stock
Appreciation Right and, if applicable, surrender of the applicable
portion of the related Stock Option, the Holder shall be entitled
to receive a number of shares of Common Stock equal to the SAR
Value divided by the Fair Market Value on the date the Stock
Appreciation Right is exercised or, at the Company’s
election, cash for the value so calculated.

 


(b) Termination.
All or a portion of a Related Right shall terminate and shall no
longer be exercisable upon the termination or after the exercise of
the applicable portion of the related Stock
Option.

 


(c) Shares Available Under
Plan. The granting of a Stock
Appreciation Right in tandem with a Stock Option shall not affect
the number of shares of Common Stock available for awards under the
Plan. The number of shares available for awards under the Plan
will, however, be reduced by the number of shares of Common Stock
acquirable upon exercise of the Stock Option to which such Stock
Appreciation Right relates.

 

 




Section 7.



Restricted Stock; Restricted Stock Units.





 


7.1. Grant.
Shares of Restricted Stock and Restricted Stock Units may be
awarded either alone or in addition to other awards granted under
the Plan. The Committee shall determine the eligible persons to
whom, and the time or times at which, grants of Restricted Stock
will be awarded, the number of shares to be awarded, the price (if
any) to be paid by the Holder, any Restriction Period, the vesting
schedule and rights to acceleration thereof, and all other terms
and conditions of the awards. In addition, the Committee
shall determine the eligible persons to whom, and the time or times
at which, grants of Restricted Stock Units will be awarded, and the
vesting and forfeiture conditions during the applicable Restriction
Period, as set forth in an Agreement. The Agreement will provide that that the issuance
of Shares upon vesting of Restricted Stock or a Restricted Stock
Unit, as applicable, will be subject to the Company having
sufficient authorized and unissued shares or treasury
shares.


 







 

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7.2.  Restricted Stock Terms
and Conditions. Each Restricted
Stock award shall be subject to the following terms and
conditions:

 


(a) Certificates.
Restricted Stock, when issued, will be represented by a stock
certificate or certificates registered in the name of the Holder to
whom such Restricted Stock shall have been awarded. During the
Restriction Period, certificates representing the Restricted Stock
and any securities constituting Retained Distributions (as defined
below) shall bear a legend to the effect that ownership of the
Restricted Stock (and such Retained Distributions) and the
enjoyment of all rights appurtenant thereto are subject to the
restrictions, terms and conditions provided in the Plan and the
Agreement. Such certificates shall be deposited by the Holder with
the Company, together with stock powers or other instruments of
assignment, each endorsed in blank, which will permit transfer to
the Company of all or any portion of the Restricted Stock and any
securities constituting Retained Distributions that shall be
forfeited or that shall not become vested in accordance with the
Plan and the Agreement.

 


(b) Rights of
Holder. Restricted Stock shall
constitute issued and outstanding shares of Common Stock for all
corporate purposes. The Holder will have the right to vote such
Restricted Stock and to exercise all other rights, powers and
privileges of a holder of Common Stock with respect to such
Restricted Stock, with the exceptions that (i) the Holder will not
be entitled to delivery of the stock certificate or certificates
representing such Restricted Stock until the Restriction Period
shall have expired and unless all other vesting requirements with
respect thereto shall have been fulfilled; (ii) the Company will
retain custody of the stock certificate or certificates
representing the Restricted Stock during the Restriction Period;
(iii) the Company will retain custody of all dividends and
distributions (“Retained Distributions”) made, paid or
declared with respect to the Restricted Stock (and such Retained
Distributions will be subject to the same restrictions, terms and
conditions as are applicable to the Restricted Stock) until such
time, if ever, as the Restricted Stock with respect to which such
Retained Distributions shall have been made, paid or declared shall
have become vested and with respect to which the Restriction Period
shall have expired; and (iv) a breach by the Holder of any of the
restrictions, terms or conditions contained in this Plan or the
Agreement or otherwise established by the Committee with respect to
any Restricted Stock or Retained Distributions will cause a
forfeiture of such Restricted Stock and any Retained Distributions
with respect thereto.

 


(c) Vesting;
Forfeiture. Upon the expiration
of the Restriction Period with respect to each award of Restricted
Stock and the satisfaction of any other applicable restrictions,
terms and conditions (i) all or part of such Restricted Stock shall
become vested in accordance with the terms of the Agreement, and
(ii) any Retained Distributions with respect to such Restricted
Stock shall become vested to the extent that the Restricted Stock
related thereto shall have become vested. Any such Restricted Stock
and Retained Distributions that do not vest shall be forfeited to
the Company and the Holder shall not thereafter have any rights
with respect to such Restricted Stock and Retained Distributions
that shall have been so forfeited.

 


7.3.  Restricted Stock Units
Terms and Conditions. Each
Restricted Stock Units award shall be subject to the following
terms and conditions:

 


(a)
Settlement. The
Committee may provide that settlement of Restricted Stock Units
will occur upon or as soon as reasonably practicable after the
Restricted Stock Units vest or will instead be deferred, on a
mandatory basis or at the Holder’s election, in a manner
intended to comply with Section 409A.


 







 

10








 





 





(b)
No Rights as a
Shareholder. A Holder will have no rights of a holder of
Common Stock with respect to shares subject to any Restricted Stock
Unit unless and until the shares are delivered in settlement of the
Restricted Stock Unit. No shares of Common Stock will be issued at
the time a Restricted Stock Unit is granted.

 


(c) Dividend Equivalents. If the
Committee provides, a grant of Restricted Stock Units may provide a
Holder with the right to receive dividend equivalents. Dividend
equivalents may be paid currently or credited to an account for the
Holder, settled in cash or shares and subject to the same
restrictions on transferability and forfeitability as the
Restricted Stock Units with respect to which the dividend
equivalents are granted and subject to other terms and conditions
as set forth in the Agreement.

 


(d) Forfeiture.
Upon the expiration of the Restriction Period with respect to each
award of Restricted Stock Units, if the applicable restrictions,
terms, and conditions have not been met, all or part of such
Restricted Stock Units shall be forfeited to the Company and the
Holder shall not thereafter have any rights with respect to such
Restricted Stock Units that shall have been so
forfeited.

 


7.4 Removal of
Restrictions. The Committee may
remove any or all of the restrictions on Restricted Stock or
Restricted Stock Units upon the determination that, by reason of
changes in applicable laws or other changes in circumstances
arising after the date of grant, such action is
appropriate.

 





Section 8.



Other Stock-Based Awards.





 


Other
Stock-Based Awards may be awarded, subject to limitations under
applicable law, that are denominated or payable in, valued in whole
or in part by reference to, or otherwise based on or related to,
shares of Common Stock, as deemed by the Committee to be consistent
with the purposes of the Plan, including, without limitation,
purchase rights, shares of Common Stock awarded which are not
subject to any restrictions or conditions, convertible or
exchangeable debentures, or other rights convertible into shares of
Common Stock and awards valued by reference to the value of
securities of or the performance of specified Subsidiaries. These
Other Stock-Based Awards may include performance shares or options,
whose award is tied to specific performance goals. Other
Stock-Based Awards may be awarded either alone or in addition to or
in tandem with any other awards under this Plan or any other plan
of the Company. Each Other Stock-Based Award shall be subject to
such terms and conditions as may be determined by the Committee,
provided that no Shares shall be issued in respect of Other
Stock-Based Awards unless and until the Company has sufficient
authorized and unissued shares or treasury shares.

 




Section
9.


Accelerated Vesting and
Exercisability.





 


9.1. Non-Approved
Transactions. If there is a
Change of Control, and the Board does not authorize or otherwise
approve such transaction, then the vesting periods of any and all
Stock Options and other awards granted and outstanding under the
Plan shall be accelerated and all such Stock Options and awards
will immediately and entirely vest, and the respective holders
thereof will have the immediate right to purchase and/or receive
any and all Common Stock subject to such Stock Options and awards
on the terms set forth in this Plan and the respective Agreements
respecting such Stock Options and awards, and all performance goals
will be deemed achieved at 100% of target levels and all other
terms and conditions will be deemed met.

 


 




 

11








 





 





9.2. Approved
Transactions. In the event of
an Asset Sale or if there is a Change of Control that has been
approved by the Company’s Board of Directors, then the
Committee may (i) accelerate the vesting of any and all Stock
Options and other awards granted and outstanding under the Plan;
(ii) require a Holder of any Stock Option, Stock Appreciation
Right, Restricted Stock award or Other Stock-Based Award granted
under this Plan to relinquish such award to the Company upon the
tender by the Company to Holder of cash, stock or other property,
or any combination thereof, in an amount equal to the Repurchase
Value of such award; provided, however, that the obligation to
tender the Repurchase Value to such Holders may be subject to any
terms and conditions to which the tender of consideration to the
Company’s shareholders in connection with the acquisition is
subject, including any terms and conditions of the acquisition
providing for an adjustment to or escrow of such consideration; and
provided, further, that in the case of any Stock Option or Stock
Appreciation Right with an exercise price that equals or exceeds
the price paid for a share of Common Stock in connection with the
acquisition, the Committee may cancel the Stock Option or Stock
Appreciation Right without the payment of consideration therefor;
and/or (iii) terminate all incomplete performance periods in
respect of awards in effect on the date the acquisition occurs,
determine the extent to which performance goals have been met based
upon such information then available as it deems relevant and cause
to be paid to the Holder all or the applicable portion of the award
based upon the Committee's determination of the degree of
attainment of performance goals, or on such other basis determined
by the Committee.

 


9.3. Code Section
409A. Notwithstanding any
provisions of this Plan or any award granted hereunder to the
contrary, no acceleration shall occur with respect to any award to
the extent such acceleration would cause the Plan or an award
granted hereunder to fail to comply with Code Section
409A.

 





Section 10.



Amendment and Termination.





 


The
Board may at any time, and from time to time, amend alter, suspend
or discontinue any of the provisions of the Plan or any Agreement,
but no amendment, alteration, suspension or discontinuance shall be
made that would impair the rights of a Holder under any Agreement
theretofore entered into hereunder, without the Holder’s
consent, except as set forth in this Plan or the
Agreement.

 





Section 11.



Term of Plan.





 


11.1. Effective
Date. The Effective Date of the
Plan shall be August 7, 2019.

 


11.2. Termination
Date. Unless terminated by the
Board, this Plan shall continue to remain effective until such time
as no further awards may be granted and all awards granted under
the Plan are no longer outstanding.

 





Section 12. 



General Provisions.





 


12.1. Written
Agreements. Each award granted
under the Plan shall be confirmed by, and shall be subject to the
terms of, the Agreement executed by the Company and the Holder, or
such other document as may be determined by the Committee. The
Committee may terminate any award made under the Plan if the
Agreement relating thereto is not executed and returned to the
Company within 10 days after the Agreement has been delivered to
the Holder for his or her execution.


 







 

12








 





 





12.2. Unfunded Status of
Plan. The Plan is intended to
constitute an “unfunded” plan for incentive and
deferred compensation. Neither the Company, the Board, nor the
Committee shall be required to establish any special or separate
fund or to segregate any assets to ensure the performance of
obligations under the Plan. With respect to any payments not yet
made to a Holder by the Company, nothing contained herein shall
give any such Holder any rights that are greater than those of a
general creditor of the Company.

 


12.3. Employees.

 


(a) Engaging in
Competition with the Company; Solicitation of Customers and
Employees; Disclosure of Confidential
Information. If a
Holder’s employment with the Company, Parent, Subsidiary or
Affiliate is terminated for any reason whatsoever, and
Holder (i) within three months after the date thereof, accepts
employment with any competitor of, or otherwise engages in
competition with, the Company, Parent, Subsidiary or Affiliate,
(ii) within two years after the date thereof, solicits any
customers or employees of the Company, Parent, Subsidiary or
Affiliate to do business with or render services to the Holder or
any business with which the Holder becomes affiliated or to which
the Holder renders services or (iii) at any time uses or discloses
to anyone outside the Company any confidential information of the
Company, Parent, Subsidiary or Affiliate in violation of the
Company’s policies or any agreement between the Holder and
the Company, Parent, Subsidiary or Affiliate, the Committee, in its
sole discretion, may require such Holder to return (through the
payment of cash, return and transfer to the Company of shares of
Common Stock or by other methods determined by the Committee) to
the Company the economic value of any award that was realized or
obtained by such Holder at any time during the period beginning on
the date that is six months prior to the date such Holder’s
employment with the Company is terminated; provided, however, that
if the Holder is a resident of the State of California, such right
must be exercised by the Company for cash within six months after
the date of termination of the Holder’s service to the
Company or within six months after exercise of the applicable Stock
Option, whichever is later. In such event, Holder agrees to (1)
remit to the Company, in cash, an amount equal to the difference
between the Fair Market Value of the shares subject to the award on
the date of termination (or the sales price of such Shares if the
Shares were sold during such six month period) and the price the
Holder paid the Company for such shares, or (2) in the case of
SARs, shall, at the Company’s election, return the full
amount paid to the Holder in connection
therewith.

 


(b) Termination for
Cause. If a Holder’s
employment with the Company, Parent, subsidiary or Affiliate is
terminated for “cause” (as may be defined in the
Agreement or an employment agreement entered into by the Holder),
the Committee may, in its sole discretion, require such Holder to
return to the Company the economic value of any award that was
realized or obtained by such Holder at any time during the period
beginning on that date that is six months prior to the date such
Holder’s employment with the Company is terminated. In such
event, Holder agrees to (1) remit to the Company, in cash, an
amount equal to the difference between the Fair Market Value of the
shares on the date of termination (or the sales price of such
Shares if the shares were sold during such six month period) and
the price the Holder paid the Company for such shares, (2) with the
consent of the Company, which may be withheld for any reason or no
reason, surrender to the Company shares of Common Stock having Fair
Market Value equal to the Fair Market Value on the date they were
acquired upon exercise of the Option or (3) in the case of SARs,
shall return the full amount paid to the Holder in connection
therewith.


 







 

13








 





 





(c) No Right of
Employment. Nothing contained
in the Plan or in any award hereunder shall be deemed to confer
upon any Holder who is an employee of the Company, Parent,
Subsidiary or Affiliate any right to continued employment with the
Company, Parent, Subsidiary or Affiliate, nor shall it interfere in
any way with the right of the Company, Parent, Subsidiary or
Affiliate to terminate the employment of any Holder who is
an employee at any time.

 


12.4. No Fractional
Shares. No fractional shares of
Common Stock shall be issued or delivered pursuant to the Plan. The
Committee shall determine whether cash, additional awards or other
securities or property shall be issued or paid in lieu of
fractional shares of Common Stock or whether any fractional shares
should be rounded, forfeited or otherwise
eliminated.

 


12.5.
Limitations on
Liability.

 


(a)
Notwithstanding any other provisions of the Plan, no individual
acting as a director, officer, other employee or agent of the
Company or any Subsidiary, Parent or Affiliate will be liable to any Holder,
former Holder, spouse, beneficiary, or any other person for any
claim, loss, liability, or expense incurred in connection with the
Plan or any award, and such individual will not be personally
liable with respect to the Plan because of any contract or other
instrument executed in his or her capacity as member of the
Committee, director, officer, other employee or agent of the
Company or any Subsidiary, Parent or Affiliate. The Company will
indemnify and hold harmless each director, officer, other employee
and agent of the Company or any Subsidiary, Parent or
Affiliate that has been
or will be granted or delegated any duty or power relating to the
Plan’s administration or interpretation, against any cost or
expense (including attorneys’ fees) or liability (including
any sum paid in settlement of a claim with the Committee’s
approval) arising from any act or omission concerning this Plan
unless arising from such person’s own fraud or bad
faith.

 


(b)
Neither the Company nor any Subsidiary shall be liable to a Holder
or any other person as to: (i) the non-issuance or sale of shares
as to which the Company has been unable to obtain from any
regulatory body having jurisdiction the authority deemed by the
Company’s counsel to be necessary to the lawful issuance and
sale of any shares hereunder; and (ii) any tax consequence
expected, but not realized, by any Holder or other person due to
the receipt, exercise or settlement of any Award granted
hereunder.

 


12.6.
Lock-Up Period. The
Company may, at the request of any underwriter, placement agent or
otherwise, in connection with the registered offering of any
Company securities under the Securities Act or pursuant to an
exemption therefrom, prohibit Holders from, directly or indirectly,
selling or otherwise transferring any shares or other Company
securities acquired under this Plan during a period of up to one
hundred eighty days following either the effective date of a
Company registration statement filed under the Securities Act, in
the case of a registered offering, or the closing date of the sale
of the Company securities, in the case of an offering exempt from
registration, or for such longer period as determined by the
underwriter or placement agent.

 




 

14








 






 


12.7. Data Privacy. As a condition
for receiving any award, each Holder explicitly and unambiguously
consents to the collection, use and transfer, in electronic or
other form, of personal data as described in this paragraph by and
among the Company and its Parent, Subsidiaries and Affiliates
exclusively for implementing, administering and managing the
Holder’s participation in the Plan. The Company and its
Parent, Subsidiaries and Affiliates may hold certain personal
information about a Holder, including the Holder’s name,
address and telephone number; birthdate; social security, insurance
number or other identification number; salary; nationality; job
title(s); any shares held in the Company or its Parent,
Subsidiaries and Affiliates; and award details, to implement,
manage and administer the Plan and awards (the “Data”).
The Company and its Parent, Subsidiaries and Affiliates may
transfer the Data amongst themselves as necessary to implement,
administer and manage a Holder’s participation in the Plan,
and the Company and its Parent, Subsidiaries and Affiliates may
transfer the Data to third parties assisting the Company with Plan
implementation, administration and management. These recipients may
be located in the Holder’s country, or elsewhere, and the
Holder’s country may have different data privacy laws and
protections than the recipients’ country. By accepting an
award, each Holder authorizes such recipients to receive, possess,
use, retain and transfer the Data, in electronic or other form, to
implement, administer and manage the Holder’s participation
in the Plan, including any required Data transfer to a broker or
other third party with whom the Company or the Holder may elect to
deposit any shares. The Data related to a Holder will be held only
as long as necessary to implement, administer, and manage the
Holder’s participation in the Plan. A Holder may, at any
time, view the Data that the Company holds regarding such Holder,
request additional information about the storage and processing of
the Data regarding such Holder, recommend any necessary corrections
to the Data regarding the Holder or refuse or withdraw the consents
in this Section 12.8 in writing, without cost, by contacting the
local human resources representative. The Company may cancel
Holder’s ability to participate in the Plan and, in the
Committee’s discretion, the Holder may forfeit any
outstanding awards if the Holder refuses or withdraws the consents
in this Section 12.8. For more information on the consequences of
refusing or withdrawing consent, Holders may contact their local
human resources representative.

 


12.8. Successor.
The obligations of the Company under the Plan shall be binding upon
any successor corporation or organization resulting from the
merger, consolidation or other reorganization of the Company, or
upon any successor corporation or organization succeeding to all or
substantially all of the assets and business of the Company and its
Subsidiaries, taken as a whole.

 


12.9. Investment
Representations; Company Policy. The Committee may require each person acquiring
shares of Common Stock pursuant to a Stock Option or other award
under the Plan to represent to and agree with the Company in
writing that the Holder is acquiring the shares for investment
without a view to distribution thereof. Each person acquiring
shares of Common Stock pursuant to a Stock Option or other award
under the Plan shall be required to abide by all policies of the
Company in effect at the time of such acquisition and thereafter
with respect to the ownership and trading of the Company’s
securities.

 


12.10. Additional Incentive
Arrangements. Nothing contained
in the Plan shall prevent the Board from adopting such other or
additional incentive arrangements as it may deem desirable,
including, but not limited to, the granting of Stock Options and
the awarding of Common Stock and cash otherwise than under the
Plan; and such arrangements may be either generally applicable or
applicable only in specific cases.

 


12.11. Withholding
Taxes. Not later than the date
as of which an amount must first be included in the gross income of
the Holder for Federal income tax purposes with respect to any
Stock Option or other award under the Plan, the Holder shall pay to
the Company, or make arrangements satisfactory to the Committee
regarding the payment of, any Federal, state and local taxes of any
kind required by law to be withheld or paid with respect to such
amount. If permitted by the Committee, tax withholding or payment
obligations may be settled with Common Stock, including Common
Stock that is part of the award that gives rise to the withholding
requirement. The obligations of the Company under the Plan shall be
conditioned upon such payment or arrangements and the Company or
the Holder’s employer (if not the Company) shall, to the
extent permitted by law, have the right to deduct any such taxes
from any payment of any kind otherwise due to the Holder from the
Company or any Subsidiary.

 


 




 

15








 





 





12.12. Clawback.
Notwithstanding any other provisions of the Plan, any award which
is subject to recovery under any law, government regulation or
listing requirement of any national securities exchange on which
the Company’s securities are listed, will be subject to such
deductions and clawback as may be required to be made pursuant to
such law, government regulation or listing requirement (or any
policy adopted by the Company pursuant to any such law, government
regulation or listing requirement).

 


12.13. Governing
Law. The Plan and all awards
made and actions taken thereunder shall be governed by and
construed in accordance with the law of the State of Florida
(without regard to choice of law provisions).

 


12.14. Other Benefit
Plans. Any award granted under
the Plan shall not be deemed compensation for purposes of computing
benefits under any retirement plan of the Company or any Parent,
Subsidiary or Affiliate and shall not affect any benefits under any other
benefit plan now or subsequently in effect under which the
availability or amount of benefits is related to the level of
compensation (unless required by specific reference in any such
other plan to awards under this Plan).

 


12.15. Non-Transferability.
Except as otherwise expressly provided in the Plan or the
Agreement, no right or benefit under the Plan may be alienated,
sold, assigned, hypothecated, pledged, exchanged, transferred,
encumbered or charged, and any attempt to alienate, sell, assign,
hypothecate, pledge, exchange, transfer, encumber or charge the
same shall be void.

 


12.16. Applicable
Laws. The obligations of the
Company with respect to all Stock Options and other awards under
the Plan shall be subject to (i) all applicable laws, rules and
regulations and such approvals by any governmental agencies as may
be required, including, without limitation, the Securities Act, and
(ii) the rules and regulations of any securities exchange on which
the Common Stock may be listed. Notwithstanding anything herein to
the contrary, the Plan and all awards will be administered only in
conformance with such applicable laws. To the extent such
applicable laws permit, the Plan and all Agreements will be deemed
amended as necessary to conform to such applicable
laws.

 


12.17. Conflicts.
If any of the terms or provisions of the Plan or an Agreement
conflict with the requirements of Section 422 of the Code, then
such terms or provisions shall be deemed inoperative to the extent
they so conflict with such requirements. Additionally, if this Plan
or any Agreement does not contain any provision required to be
included herein under Section 422 of the Code, such provision shall
be deemed to be incorporated herein and therein with the same force
and effect as if such provision had been set out at length herein
and therein. If any of the terms or provisions of any Agreement
conflict with any terms or provisions of the Plan, then such terms
or provisions shall be deemed inoperative to the extent they so
conflict with the requirements of the Plan. Additionally, if any
Agreement does not contain any provision required to be included
therein under the Plan, such provision shall be deemed to be
incorporated therein with the same force and effect as if such
provision had been set out at length therein.

 


12.18. Compliance with
Section 409A of the Code. The
Company intends that any awards be structured in compliance with,
or to satisfy an exemption from, Section 409A of the Code, such
that there are no adverse tax consequences, interest, or penalties
pursuant to Section 409A of the Code as a result of the awards.
Notwithstanding the Company’s intention, in the event any
award is subject to Section 409A of the Code, the Committee may, in
its sole discretion and without a participant’s prior
consent, amend this Plan and/or outstanding Agreements, adopt
policies and procedures, or take any other actions (including
amendments, policies, procedures and actions with retroactive
effect) as are necessary or appropriate to (i) exempt this Plan
and/or any award from the application of Section 409A of the Code,
(ii) preserve the intended tax treatment of any such award, or
(iii) comply with the requirements of Section 409A of the Code,
including without limitation any such regulations guidance,
compliance programs and other interpretive authority that may be
issued after the date of grant of an award. This Plan shall be
interpreted at all times in such a manner that the terms and
provisions of the Plan and the awards are exempt from or comply
with Section 409A of the Code.


 







 

16








 





 





12.19. Sub-Plans.
The Committee may from time to time establish sub-plans under the
Plan for purposes of satisfying blue sky, securities, tax or other
laws of various jurisdictions in which the Company intends to grant
awards. Any sub-plans shall contain such limitations and other
terms and conditions as the Committee determines are necessary or
desirable. All sub-plans shall be deemed a part of the Plan, but
each sub-plan shall apply only to the participants in the
jurisdiction for which the sub-plan was
designed.

 


12.20. Non-Registered
Stock. The shares of Common
Stock to be distributed under this Plan have not been, as of the
Effective Date, registered under the Securities Act or any
applicable state or foreign securities laws and the Company has no
obligation to any Holder to register the Common Stock or to assist
the Holder in obtaining an exemption from the various registration
requirements, or to list the Common Stock on a national securities
exchange or any other trading or quotation
system.

 


12.21. Non-Uniform
Treatment. The Committee's
determinations under the Plan need not be uniform and may be made
by it selectively among persons who are eligible to receive, or
actually receive, awards. Without limiting the generality of the
foregoing, the Committee shall be entitled to make non-uniform and
selective determinations, amendments and adjustments, and to enter
into non-uniform and selective Agreements.

 

 

 




 

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