Exhibit 4.2


 


 


PSYCHEMEDICS CORPORATION


 


2006 INCENTIVE PLAN


As Amended and Restated on January 24, 2019


and Ratified by the Stockholders on May 3, 2019


 


 


		1.	Establishment, Purpose; Duration; Definitions



 


A.                
Establishment of the Plan. This 2006 Incentive Plan (the “Plan”) was first adopted by the Board of directors
of Psychemedics Corporation, a Delaware corporation (hereinafter referred to as the “Company”), on March 22, 2006 (the
“Effective Date”). The Plan has been amended and restated on March 24, 2011, February 23, 2016 and January 24, 2019.


 


B.                 
Purpose. The purpose of the Plan is to encourage key employees of the Company and of any Subsidiary of the Company (collectively,
“Related Corporations”) and other individuals who render services to the Company or a Related Corporation, by offering
equity-based and other incentives to certain present and future executives, non-employee directors, and other employees who are
in a position to contribute to the long-term success and growth of the Company, thereby encouraging the continuance of their involvement
with the Company and/or its subsidiaries.


 


C.                 
Duration of the Plan. The Plan commenced on the Effective Date and shall remain in effect, subject to the right of the Board
of Directors to further amend or terminate the Plan at any time pursuant to paragraph 8 hereof, until all shares subject to it
shall have been purchased or acquired according to the Plan’s provisions.


 


D.                
Definitions. In addition to the terms defined elsewhere herein, the following terms as used in this Plan shall have the
following meanings:


 


“Act” shall mean the Securities
Exchange Act of 1934 as amended from time to time.


 


“Awards” shall mean Stock-Based
Awards, Cash Performance Awards, or other Performance Awards.


 


“Board” shall mean the
Board of Directors of the Company.


 


“Cash Performance Award”
shall mean a Performance Award payable in cash. The right of the Company to extinguish an Award in exchange for cash or the exercise
by the Company of such right shall not make an Award otherwise not payable in cash a Cash Performance Award.


 


“Code” shall mean the
Internal Revenue Code.


 


“Committee” shall mean
the Compensation Committee of the Board or such other committee of the Board consisting of such members (not less than two) of
the Board as are appointed from time to time by the Board, each of the members of which, at the time of any action under the Plan,
shall be (i) a “non-employee director” as then defined under Rule 16b-3 under the Act (or meeting comparable requirements
of any successor rule relating to exemption from Section 16(b) of the Act), and (ii) an “independent director” as then
defined under the rules of the Nasdaq Stock Market (or meeting comparable requirements of any stock exchange on which the Company's
Common Stock may then be listed). Hereinafter, all references in this Plan to the “Committee” shall mean the Board
if no Committee has been appointed.


 






    


     


    

 


“Corporate
Event” means (i) a merger or consolidation in which the Company is not the surviving corporation (other than a merger or
consolidation with a wholly-owned subsidiary, a reincorporation of the Company in a different jurisdiction, or other transaction
in which there is no substantial change in the stockholders of the Company and the Awards granted under the Plan are assumed or
replaced by the successor corporation, which assumption shall be binding on all Participants), (ii) a dissolution or liquidation
of the Company, (iii) the sale of substantially all of the assets of the Company, (iv) a merger in which the Company
is the surviving corporation but after which the stockholders of the Company immediately prior to such merger (other than any stockholder
that merges, or which owns or controls another corporation that merges, with the Company in such merger) cease to own their shares
or other equity interest in the Company; or (v) any other transaction which qualifies as a “corporate transaction”
under Section 424(a) of the Code wherein the stockholders of the Company give up all of their equity interest in the Company (except
for the acquisition, sale or transfer of all or substantially all of the outstanding shares of the Company).


 


“Designated Beneficiary”
shall mean the person or persons, if any, last designated as such by the Participant on a form filed by him or her with the Company
in accordance with such procedures as the Committee shall approve.


 


“Fair Market Value” of
a share of Common Stock of the Company on any date shall mean the closing price of the Common Stock on the trading day coinciding
with such date, or if not trading on such date, then the closing price as of the next following trading day. If shares of the Common
Stock shall not have been traded on any national exchange or interdealer quotation system for more than 10 days immediately preceding
such date or if deemed appropriate by the Committee for any other reason, the fair market value of shares of Common Stock shall
be determined by the Committee in such other manner as it may deem appropriate.


 


“Fiscal Year” shall mean
the twelve-month period used as the annual accounting period by the Company and shall be designated according to the calendar year
in which such period ends.


 


“Internal Revenue Code”
shall mean the Internal Revenue Code of 1986 and regulations thereunder as amended from time to time. References to particular
sections of the Internal Revenue Code shall include any successor provisions.


 


“ISO” shall mean an incentive
stock option under Section 422 of the Internal Revenue Code.


 


“Participant” shall mean,
as to any Award granted under this Plan and for so long as such Award is outstanding, the employee or other individual to whom
such Award has been granted.


 


“Performance Award” shall
mean an Award subject to Performance Criteria.


 


“Performance Criteria”
shall mean specified criteria the satisfaction of which is a condition for the exercisability, vesting or full enjoyment of an
Award. A Performance Criterion measure and targets with respect thereto determined by the Committee need not be based upon an increase,
a positive or improved result or avoidance of loss.


 






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“Restricted Stock” shall
mean an Award of Stock subject to forfeiture to the Company if specified conditions are not satisfied.


 


“SARs” shall mean rights
entitling the holder upon exercise to receive cash or Stock, as the Committee determines, equal to a function (determined by the
Committee using such factors as it deems appropriate) of the amount by which the Stock has appreciated in value since the date
of the Award.


 


“Stock” shall mean Common
Stock of the Company, par value $.005 per share.


 


“Stock-based Awards” shall
mean such awards 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, and shall include, without
limitation, all Stock Options, SARs, Restricted Stock, Unrestricted Stock, Stock Unit Awards and any Performance Awards consisting
of any of the foregoing.


 


“Stock Options” shall
mean options entitling the recipient to acquire shares of Stock upon payment of the exercise price and shall consist of ISO’s
and non-statutory options.


 


“Stock Unit Awards” shall
mean an award payable in shares of Stock. A Stock Unit Award may, but shall not be required to include a Performance Award.


 


“Subsidiary” shall mean
any domestic or foreign corporation, partnership, association, joint stock company, trust or unincorporated organization “affiliated
“ with the Company, that is, directly or indirectly, through one or more intermediaries, “controlling”, “controlled
by” or “under common control with”, the Company.


 


“Unrestricted Stock” shall
mean an Award of Stock not subject to any restrictions under the Plan.


 


		2.	Administration of the Plan.



 


A.       Board
or Committee Administration. The Plan shall be administered by the Committee. Subject to ratification of the grant or authorization
of each Award by the Board (if so required by applicable state law), and subject to the terms of the Plan, the Committee shall
have the authority to:


 


1.                  
construe and interpret the Plan, any written agreement evidencing an Award (an “Award Agreement”) and any other agreement
or document executed pursuant to the Plan;


 


2.                  
prescribe, amend and rescind rules and regulations relating to the Plan or any Award, including determining the forms and agreements
used in connection with the Plan; provided that the Committee may delegate to the President the authority to approve revisions
to the forms and agreements used in connection with the Plan that are designed to facilitate Plan administration, and that are
not inconsistent with the Plan or with any resolutions of the Committee relating to the Plan;


 


3.                  
select persons to receive Awards;


 






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4.                  
determine the terms of Awards;


 


5.                  
determine the number of Shares or other consideration subject to Awards;


 


6.                  
determine whether Awards will be granted singly, in combination, or in tandem with, in replacement of, or as alternatives to, other
Awards under the Plan or any other incentive or compensation plan of the Company;


 


7.                  
grant waivers of Plan or Award conditions;


 


8.                  
determine the vesting, exercisability, transferability, and payment of Awards;


 


9.                  
correct any defect, supply any omission, or reconcile any inconsistency in the Plan, any Award or any Award Agreement;


 


10.              
determine whether an Award has been earned;


 


11.              
amend the Plan; or


 


12.              
make all other determinations necessary or advisable for the administration of the Plan.


 


The interpretation and construction
by the Committee of any provisions of the Plan or of any Award granted under it shall be final unless otherwise determined by the
Board. No member of the Board or the Committee shall be liable for any action or determination made in good faith with respect
to the Plan or any Award granted under it.


 


B.       Committee
Actions. The Committee may select one of its members as its chairman and shall hold meetings at such time and places as it
may determine. A majority of the Committee shall constitute a quorum and acts of a majority of the members of the Committee at
a meeting at which a quorum is present, or acts reduced to or approved in writing by all the members of the Committee (if consistent
with applicable state law), shall be the valid acts of the Committee. From time to time the Board may increase the size of the
Committee and appoint additional members thereof, remove members (with or without cause) and appoint new members in substitution
therefor, fill vacancies however caused, or remove all members of the Committee and thereafter directly administer the Plan.


 


C.       Grant
of Awards to Board Members. Awards may be granted to members of the Board. All grants of Awards to members of the Board shall
in all respects be made in accordance with the provisions of this Plan applicable to other eligible persons. Members of the Board
who either (i) are eligible to receive grants of Awards pursuant to the Plan or (ii) have been granted Awards may vote on any matters
affecting the administration of the Plan or the grant of any Awards pursuant to the Plan, except that no such member shall act
upon the granting to himself or herself of Awards, but any such member may be counted in determining the existence of a quorum
at any meeting of the Board during which action is taken with respect to the granting to such member of Awards.


 


D.       Performance-Based
Compensation. The Committee, in its discretion, may take such action as may be necessary to ensure that Awards granted under
the Plan on or prior to November 2, 2017 qualify as “qualified performance-based compensation” within the meaning of
Section 162(m) of the Code and applicable regulations promulgated thereunder.


 






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E.       Section
409A of the Code. The Committee, in its discretion, may take such action as may be necessary to ensure that Awards granted
under the Plan are in compliance with, or are exempt from, the provisions of Section 409A of the Code. This Agreement and the Plan
shall be administered in a manner consistent with this intent, and any provision that would cause the Plan or any agreement granting
an Award under the Plan to fail to satisfy Section 409A of the Code shall have no force or effect until amended to comply with
Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made
by the Committee without the consent of the Grantee).


 


3.       Participants.
ISOs may be granted only to employees of the Company or any Related Corporation. Awards other than ISO may be granted to any employee,
officer or director (whether or not also an employee) or consultant of the Company or any Related Corporation. The Committee may
take into consideration a Participant's individual circumstances in determining whether to grant an Award. The granting of any
Award to any individual or entity shall neither entitle that individual or entity to, nor disqualify such individual or entity
from, participation in any other grant of Awards.


 


4.       Rights
Applicable to Awards.


 


		A.	All Awards.



 


1.                  
Awards. Awards may be granted in the form of any or a combination of the following: Stock Options; SARs; Restricted Stock;
Unrestricted Stock; Stock Unit Awards, other Stock Based Awards; Cash Performance Awards; other Performance Awards; or grants of
cash, or loans, made in connection with other Awards in order to help defray in whole or in part the economic cost (including tax
cost) of the Award to the Participant.


 


2.                  
Terms of Awards. The Committee shall determine the terms of all Awards subject to the limitations provided herein.


 


3.                  
Performance Criteria. Where rights under an Award depend in whole or in part on satisfaction of Performance Criteria, actions
by the Company that have an effect, however material, on such Performance Criteria or on the likelihood that they will be satisfied
will not be deemed an amendment or alteration of the Award.


 


4.                  
Vesting, Etc. Without limiting the generality of paragraph 4(A)(2), the Committee may determine the time or times at which
an Award will vest (i.e., become free of forfeiture restrictions) or become exercisable and the terms on which an Award requiring
exercise will remain exercisable.


 


B. Awards Requiring Exercise.


 


1.                  
Time and Manner of Exercise. Unless the Committee expressly provides otherwise, (A) an Award requiring exercise by the holder
will not be deemed to have been exercised until the Committee receives a written notice of exercise (in form acceptable to the
Company) signed by the appropriate person and accompanied by any payment required under the Award; and (B) if the Award is exercised
by any person other than the Participant, the Company may require satisfactory evidence that the person exercising the Award has
the right to do so.


 






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2.                  
Exercise Price. The Committee shall determine the exercise price of each Stock Option or SAR; provided, that each Stock
Option or SAR must have an exercise price that is not less than the Fair Market Value of the Stock subject to the Stock Option
or SAR, determined as of the date of grant.


 


3.                  
Payment of Exercise Price, If Any. Where the exercise of an Award is to be accompanied by payment, the Committee may determine
the required or permitted forms of payment.


 


C. Awards Not Requiring Exercise.


 


1.                  
Restricted Stock. Restricted Stock awards shall be evidenced by a written agreement in the form prescribed by the Committee
in its discretion, which shall set forth the number of shares of Common Stock awarded, the restrictions imposed thereon, if any
(which may include, without limitation, restrictions on the right of the grantee to sell, assign, transfer or encumber shares while
such shares are subject to other restrictions imposed under this paragraph 4), the duration of such restrictions; the events (which
may, in the discretion of the Committee, include performance-based events or objectives) the occurrence of which would cause a
forfeiture of the Restricted Stock in whole or in part; and such other terms and conditions as the Committee in its discretion
deems appropriate. If so determined by the Committee at the time of an award of Restricted Stock, the lapse of restrictions on
Restricted Stock may be based on the extent of achievement over a specified performance period of one or more performance targets
based on Performance Criteria established by the Committee. Restricted Stock awards shall be effective upon execution of the applicable
Restricted Stock agreement by the Company and the Participant. Following a Restricted Stock award and prior to the lapse or termination
of the applicable restrictions, the share certificates for such Restricted Stock shall be held in escrow by the Company. Upon the
lapse or termination of the applicable restrictions (and not before such time), the certificates for the Restricted Stock shall
be issued or delivered to the Participant. From the date a Restricted Stock award is effective, the Participant shall be a shareholder
with respect to all the shares represented by such certificates and shall have all the rights of a shareholder with respect to
all such shares, including the right to vote such shares and to receive all dividends and other distributions paid with respect
to such shares, subject only to the restrictions imposed by the Committee.


 


2.                  
Stock Unit Awards. Stock Unit Awards shall be evidenced by a written agreement in the form prescribed by the Committee in
its discretion, which shall set forth the number of shares of Common Stock to be awarded pursuant to the Award, the restrictions
imposed thereon (which may include, without limitation: restrictions on the right of the grantee to sell, assign, transfer or encumber
the Award prior to vesting, and, in the discretion of the Committee, certain continued service requirements and terms under which
the vesting of such Awards might be accelerated) and such other terms and conditions as the Committee in its discretion deems appropriate.
If so determined by the Committee at the time of the grant of a Stock Unit Award, vesting of the Award may be contingent on achievement
over a specified performance period of one or more performance targets based on Performance Criteria established by the Committee.
Stock Unit Awards shall be effective upon execution of the applicable Stock Unit Award Agreement by the Company and the Participant.
Upon a determination of satisfaction of the applicable performance-related conditions and satisfaction of the applicable continued
service requirements, if any (and not before such time), shares of Stock shall be issued to the Participant pursuant to the Award.
The Participant shall not have any rights of a shareholder of the Company with respect to such shares prior to such issuance, including,
without limitation, any voting rights or rights to share in dividends.


 






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3.                  
Unrestricted Stock and Other Stock-Based Awards. The Committee shall have the authority in its discretion to grant to eligible
Participants Unrestricted Stock and other Stock-Based Awards. The Committee shall determine the terms and conditions, if any, of
any Other Stock Based Awards made under the Plan.


 


4.                  
Non Stock – Based Awards. The Committee shall have the authority in its discretion to grant to eligible Participants
Awards not based on the Stock, including, without limitation, Cash Performance Awards, and other Performance Awards as deemed by
the Committee to be consistent with the purposes of the Plan.


 


5.       Limits
on Awards under the Plan. 


 


A.       Number
of Shares. A maximum of 1,200,000 shares of Common Stock, subject to adjustment as provided in paragraph 7, may be delivered in
satisfaction of Stock-Based Awards under the Plan. 


 


B.       Share
Counting Rules. The Committee may adopt reasonable counting procedures to ensure appropriate counting, avoid double counting (as,
for example, in the case of tandem or substitute awards) and make adjustments if the number of shares of Stock actually delivered
differs from the number of shares previously counted in connection with an Award. To the extent that an Award expires or is canceled,
forfeited, settled in cash or otherwise terminated or concluded without a delivery to the Participant of the full number of shares
to which the Award related, the undelivered shares will again be available for grant. Shares withheld in payment of the exercise
price or taxes relating to an Award and shares equal to the number surrendered in payment of any exercise price or taxes relating
to an Award shall be deemed to constitute shares not delivered to the Participant and shall be deemed to again be available for
Awards under the Plan; provided, however, that, where shares are withheld or surrendered more than ten years after the date of
the most recent stockholder approval of the Plan or any other transaction occurs that would result in shares becoming available
under this paragraph 5B, such shares shall not become available if and to the extent that it would constitute a material revision
of the Plan subject to stockholder approval under then applicable rules of the national securities exchange on which the Stock
is listed or the Nasdaq Stock Market, as applicable.


 


C.        Type
of Shares. Common Stock delivered by the Company under the Plan may be authorized but unissued shares of Common Stock or previously
issued shares of Common Stock acquired by the Company and held in treasury. No fractional shares of Common Stock will be delivered
under the Plan.


 


D.       Stock-Based
Award Limits. The maximum number of shares of Common Stock subject to Awards that may be granted to any person in any calendar
year shall be 100,000. Subject to such limitation, each person eligible to participate in the Plan shall be eligible in any year
to receive Awards covering up to the full number of shares of Common Stock then available for Awards under the Plan.


 


E.       Other
Award Limits. No more than $500,000 may be paid to any individual with respect to any Cash Performance Award or other Performance
Award (other than an Award expressed in terms of shares of Common Stock or units representing Common Stock, which shall instead
be subject to the limit set forth in paragraph 5D above). In applying the dollar limitation of the preceding sentence: (i) multiple
Cash or other Performance Awards to the same individual that are determined by reference to performance periods of one year or
less ending with or within the same Fiscal Year of the Company shall be subject in the aggregate to one $500,000 limit, and (ii)
multiple Cash or other Performance Awards to the same individual that are determined by reference to one or more multi-year performance
periods ending in the same Fiscal Year of the Company shall be subject in the aggregate to separate $500,000 limits.


 






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6.       Granting
of Awards. Awards may be granted under the Plan at any time on or after the Effective Date. The date of grant of an Award
under the Plan will be the date specified by the Committee at the time it grants the Award; provided, however, that such date shall
not be prior to the date on which the Committee acts to approve the grant.


 


7.       Adjustments
for Stock Dividends, Recapitalizations, and Similar Events; Corporate Events.


 


A.       Dilution
and Other Adjustments. Notwithstanding any other provision of the Plan, in the event of any change in the outstanding shares
of Common Stock by reason of any stock dividend or split, recapitalization, merger, consolidation, combination or exchange of shares,
or other similar corporate change (including a Corporate Event, as defined below), an equitable adjustment shall be made, as determined
by the Committee, so as to preserve, without increasing or decreasing, the value of Awards and authorizations, in (i) the maximum
number or kind of shares issuable or Awards which may be granted under the Plan, (ii) the maximum number, kind or value of any
Plan Awards which may be awarded or paid in general or to any one employee or to all employees in a Fiscal Year, (iii) the performance-based
events or objectives applicable to any Plan Awards, (iv) any other aspect or aspects of the Plan or outstanding Awards made thereunder
as specified by the Committee, or (v) any combination of the foregoing. Such adjustments shall be made by the Committee and shall
be conclusive and binding for all purposes of the Plan.


 


B.Corporate
Events. Notwithstanding the foregoing, except as may otherwise be provided in an Award agreement or a written employment agreement
between the Participant and the Company which has been approved by the Committee, upon any Corporate Event, in lieu of providing
the adjustment set forth in paragraph 7A above, the Committee may, in its discretion, cancel any or all vested and/or unvested
Awards as of the consummation of such Corporate Event, and provide that holders of Awards so cancelled will receive a payment in
respect of cancellation of their Awards based on the amount of the per share consideration being paid for the Stock in connection
with such Corporate Event, less, in the case of Stock Options and other Awards subject to exercise, the applicable exercise price;
provided, however, that holders of (i) Stock Options shall only be entitled to consideration in respect of cancellation of such
Awards if the per share consideration less the applicable exercise price is greater than zero, and (ii) Performance Awards shall
only be entitled to consideration in respect of cancellation of such Awards to the extent that applicable Performance Criteria
are achieved prior to or as a result of such Corporate Event, and shall not otherwise be entitled to payment in consideration of
cancelled unvested Awards. Payments to holders pursuant to the preceding sentence shall be made in cash, or, in the sole discretion
of the Committee, in such other consideration necessary for a holder of an Award to receive property, cash or securities as such
holder would have been entitled to receive upon the occurrence of the transaction if the holder had been, immediately prior to
such transaction, the holder of the number of shares of Stock covered by the Award at such time.


 






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C. Other Treatment of Awards.
Subject to any greater rights granted to Participants under subparagraphs A, or B, in the event of a Corporate Event, any outstanding
Awards shall be treated as provided in the applicable agreement or plan of merger, consolidation, dissolution, liquidation or sale
of assets.


 


D.
Assumption of Awards by the Company. The Company, from time to time, also may substitute or assume outstanding awards
granted by another company, whether in connection with an acquisition of such other company or otherwise, by either (a) granting
an Award under the Plan in substitution of such other company’s award, or (b) assuming such award as if it had been
granted under the Plan if the terms of such assumed award could be applied to an Award granted under the Plan. Such substitution
or assumption shall be permissible if the holder of the substituted or assumed award would have been eligible to be granted an
Award under the Plan if the other company had applied the rules of the Plan to such grant. In the event the Company assumes an
award granted by another company, the terms and conditions of such award shall remain unchanged (except that the exercise price
and the number and nature of shares of Common Stock issuable upon exercise of any such option will be adjusted appropriately pursuant
to Section 424(a) of the Code). In the event the Company elects to grant a new Stock Option rather than assuming an existing option,
such new Stock Option may be granted with a similarly adjusted exercise price.


 


8.       Duration
of Plan; Amendment of Plan. This Plan was adopted by the Board on March 22, 2006 and approved by the shareholders on May
11, 2006. The Plan was amended on March 24, 2011, and February 23, 2016 and such amendments were approved by the shareholders.
The Plan was further amended on January 24, 2019, and ratified by the stockholders of the Company at the Company’s 2019 Annual
Meeting of Stockholders on May 3, 2019. The Plan shall have no expiration date, however no ISO’s may be granted after January
24, 2029. The Board may terminate or amend the Plan in any respect at any time, except that, the Board shall not take any of the
following actions without the approval of the stockholders obtained within 12 months before or after the Board adopts a resolution
authorizing any of the following: (a) an increase in the total number of shares that may be issued under the Plan (except by adjustment
pursuant to paragraph 7); (b) a material amendment of the Plan (as such term is defined under applicable rules of the Nasdaq Stock
Market or any stock exchange on which Common Stock may be listed, including, in addition to subparagraph (a) above, a material
increase in the benefits to participants and any material expansion of the class of participants eligible to participate in the
Plan and any expansion in the types of options or awards provided under the Plan); or (c) a modification of the provisions of paragraph
4(B) regarding the exercise price at which shares may be offered pursuant to Stock Options (except by adjustment pursuant to paragraph
7). Except as otherwise provided in this paragraph 8, in no event may action of the Board or stockholders alter or impair the rights
of a grantee, without such grantee's consent, under any Award previously granted to such grantee.


 


9.       Application
Of Funds. The proceeds received by the Company from the sale of shares pursuant to Stock Options granted under the Plan
shall be used for general corporate purposes.


 


10.       Miscellaneous
Provisions.


 


A.                
The holder of a Plan Award shall have no rights as a Company shareholder with respect thereto unless, and until the date as of
which, shares of Common Stock shall have been issued in respect of such Award. 


 


B.                 
Except as the Committee shall otherwise determine in connection with determining the terms of Awards to be granted or shall thereafter
permit, no Plan Award or any rights or interests therein of the recipient thereof shall be assignable or transferable by such recipient
except upon death to his or her Designated Beneficiary or by will or the laws of descent and distribution, and, except as aforesaid,
during the lifetime of the recipient, a Plan Award shall be exercisable only by, or payable only to, as the case may be, such recipient
or his or her guardian or legal representative.


 






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C.                 
All Awards granted under the Plan shall be evidenced by agreements in such form and containing and/or incorporating such terms
and conditions (not inconsistent with the Plan and applicable law) in addition to those provided for herein as the Committee shall
approve.


 


D.                
No shares of Common Stock shall be issued, delivered or transferred upon exercise or in payment of any Award granted hereunder
unless and until all legal requirements applicable to the issuance, delivery or transfer of such shares have been complied with
to the satisfaction of the Committee and the Company, including, without limitation, compliance with the provisions of the Securities
Act of 1933, the Act and the applicable requirements of the exchanges on which the Company's Common Stock may, at the time, be
listed. The Committee and the Company shall have the right to condition any issuance of shares of Common Stock made to any Participant
hereunder on such Participant's undertaking in writing to comply with such restrictions on his or her subsequent disposition of
such shares as the Committee and/or the Company shall deem necessary or advisable as a result of any applicable law, regulation
or official interpretation thereof, and certificates representing such shares may be legended to reflect any such restrictions.


 


E.                 
The Company shall have the right to make such provision for the withholding of taxes as it deems necessary. In furtherance of the
foregoing, the Company shall have the right to require, as a condition of the distribution of Awards in Common Stock, that the
Participant or other person receiving such Common Stock either (i) pay to the Company at the time of distribution thereof the amount
of any federal, state, or local taxes which the Company is required to withhold with respect to such Common Stock or (ii) make
such other arrangements as the Company may authorize from time to time to provide for such withholding including without limitation
having the number of the units of the Award cancelled or the number of the shares of Common Stock to be distributed reduced by
an amount with a value equal to the value of such taxes required to be withheld.


 


F.                 
No employee or director of the Company or a Subsidiary or other person shall have any claim or right to be granted an Award under
this Plan. Neither this Plan nor any action taken hereunder shall be construed as giving any employee any right to be retained
in the employ of the Company or a Subsidiary, it being understood that all Company and Subsidiary employees who have or may receive
Awards under this Plan are employed at the will of the Company or such Subsidiary and in accord with all statutory provisions.


 


G.                
The costs and expenses of administering this Plan shall be borne by the Company and not charged to any Award or to any employee
or Participant receiving an Award.


 


H.                
The validity and construction of the Plan and the instruments evidencing Awards shall be governed by the laws of the State of Delaware,
or the laws of any jurisdiction in which the Company or its successors in interest may be organized.


 


 


 


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