Exhibit 10.6


 


TFF
PHARMACEUTICALS, inc.


 


2018 STOCK INCENTIVE PLAN


 


		1.	Purpose of Plan.



 


The purpose of this
TFF Pharmaceuticals, Inc. 2018 Stock Incentive Plan (the “Plan”) is to advance the interests of TFF Pharmaceuticals,
Inc., a Delaware corporation (“Company”), and its stockholders by enabling the Company and its Subsidiaries
to attract and retain qualified individuals through opportunities for equity participation in the Company, and to reward those
individuals who contribute to the Company’s achievement of its economic objectives.


 


		2.	Definitions.



 


The following terms
will have the meanings set forth below, unless the context clearly otherwise requires:


 


2.1.          “Board”
means the Company’s Board of Directors.


 


2.2.          “Broker
Exercise Notice” means a written notice pursuant to which a Participant, upon exercise of an Option, irrevocably instructs
a broker or dealer to sell a sufficient number of shares or loan a sufficient amount of money to pay all or a portion of the exercise
price of the Option and/or any related withholding tax obligations and remit such sums to the Company and directs the Company to
deliver stock certificates to be issued upon such exercise directly to such broker or dealer or their nominee.


 


2.3.          “Cause”
means (i) dishonesty, fraud, misrepresentation, embezzlement or deliberate injury or attempted injury, in each case related to
the Company or any Subsidiary, (ii) any unlawful or criminal activity of a serious nature, (iii) any intentional and deliberate
breach of a duty or duties that, individually or in the aggregate, are material in relation to the Participant’s overall
duties, (iv) any material breach of any confidentiality or noncompete agreement entered into with the Company or any Subsidiary,
or (v) with respect to a particular Participant, any other act or omission that constitutes “cause” as may be defined
in any employment, consulting or similar agreement between such Participant and the Company or any Subsidiary.


 


2.4.          “Change
in Control” means an event described in Section 11.1 of the Plan.


 


2.5.          “Code”
means the Internal Revenue Code of 1986, as amended.


 


2.6.          “Committee”
means the Compensation Committee of the Board or its delegates who are administering the Plan, as provided in Section 3 of the
Plan, or, if no such committee is designated by the Board, the Board. At any time there is no Committee to administer the Plan,
any references in this Plan to the Committee shall be deemed to refer to the Board.


 


2.7.          “Common
Stock” means the common stock of the Company, $0.001 par value per share, or the number and kind of shares of stock or
other securities into which such Common Stock may be changed in accordance with Section 4.3 of the Plan.


 


2.8.          “Disability”
means any medically determinable physical or mental impairment resulting in the service provider’s inability to perform the
duties of his or her position or any substantially similar position, where such impairment can be expected to result in death or
can be expected to last for a continuous period of not less than 12 months.


 


2.9.          
“Effective Date” means January 24, 2018, but no Incentive Stock Option shall be exercised unless and until the
Plan has been approved by the stockholders of the Company, which approval shall be within twelve (12) months before or after the
date the Plan is adopted by the Board.


 




     


     


    

 


2.10.         “Eligible
Recipients” means all employees, officers, consultants and directors of the Company or any Subsidiary, and any person
who has a relationship with the Company or any Subsidiary.


 


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


 


2.12.         “Fair
Market Value” means, with respect to the Common Stock, as of any date: (i) the mean between the reported high and
low sale prices of the Common Stock at the end of the regular trading session if the Common Stock is listed, admitted to unlisted
trading privileges, or reported on any national securities exchange or on the NASDAQ Global Select or Global Market on such date
(or, if no shares were traded on such day, as of the next preceding day on which there was such a trade); or (ii) if the Common
Stock is not so listed, admitted to unlisted trading privileges, or reported on any national exchange or on the NASDAQ Global Select
or Global Market, the closing bid price as of such date at the end of the regular trading session, as reported by the Nasdaq Capital
Market, OTC Bulletin Board, The OTC Market, or other comparable service; or (iii) if the Common Stock is not so listed or reported,
such price as the Committee determines in good faith in the exercise of its reasonable discretion.


 


2.13.         “Incentive
Award” means an Option, Restricted Stock Award, Restricted Stock Unit or Performance Award granted to an Eligible Recipient
pursuant to the Plan.


 


2.14.         “Incentive
Stock Option” means a right to purchase Common Stock granted to an Eligible Recipient pursuant to Section 6 of the Plan
that qualifies as an “incentive stock option” within the meaning of Section 422 of the Code.


 


2.15.         “Non-Statutory
Stock Option” means a right to purchase Common Stock granted to an Eligible Recipient pursuant to Section 6 of the Plan
that does not qualify as an Incentive Stock Option.


 


2.16.         “Option”
means an Incentive Stock Option or a Non-Statutory Stock Option.


 


2.17.         “Participant”
means an Eligible Recipient who receives one or more Incentive Awards under the Plan.


 


2.18.         “Performance
Awards” means an award of Common Stock or cash granted to an Eligible Recipient pursuant to Section 8 of the Plan and
with respect to which shares of Common Stock or cash will be transferred to the Eligible Recipient in accordance with the provisions
of such Section 8 and any agreement evidencing a Performance Award.


 


2.19.         “Performance
Criteria” means the performance criteria that may be used by the Committee in granting Restricted Stock Awards or Performance
Awards contingent upon achievement of such performance goals as the Committee may determine in its sole discretion. The Committee
may select one criterion or multiple criteria for measuring performance, and the measurement may be based upon Company, Subsidiary
or business unit performance, or the individual performance of the Eligible Recipient, either absolute or by relative comparison
to other companies, other Eligible Recipients or any other external measure of the selected criteria. The Performance Criteria
for Incentive Awards that are intended to constitute “performance-based” compensation within the meaning of Section
162(m) of the Code will be based on one or more of the following criteria: earnings before interest, taxes, depreciation and amortization;
total stockholder return; return on equity or average stockholders’ equity; return on assets, investment, or capital employed;
stock price margin (including gross margin); income (before or after taxes); operating income (before or after taxes); pre-tax
profit; operating cash flow; sales or revenue targets; increases in revenue; expenses and cost reduction goals; improvement in
or attainment of working capital levels; economic value added; market share; cash flow (including cash flow per share); share price
performance; debt reduction; strategic partnerships and transactions; stockholders’ equity; capital expenditures; operating
profit or net operating profit; growth of net income or operating income; and budget management; or any of the foregoing criteria
adjusted in a manner prescribed within the time permitted under Section 162(m) of the Code by the Committee (i) to exclude one
or more specified components of the calculation thereof or (ii) to include one or more other specified items, including, but not
limited to, exclusions under subsection (i) or inclusions under subsection (ii) designed to reflect changes during the Performance
Period in generally accepted accounting principles or in tax rates, currency fluctuations, the effects of acquisitions or dispositions
of a business or investments in whole or in part, extraordinary or nonrecurring items, the gain or loss from claims or litigation
and related insurance recoveries, the effects of impairment of tangible or intangible assets, or the effects of restructuring or
reductions in force or other business recharacterization activities, income or expense related to defined benefit or defined contribution
pension plans, uninsured losses from natural catastrophes or political and legal developments affecting the Company’s business
(including losses as a result of war, terrorism, confiscation, expropriation, seizure, new regulatory requirements, business interruption
or similar events).


 




     


     


    

 


2.20.         “Performance
Period” means, in respect of a Performance Award, a period of time established by the Committee within which the Performance
Criteria relating to such Performance Award are to be achieved.


 


2.21         “Previously
Acquired Shares” means shares of Common Stock that are already owned by the Participant or, with respect to any Incentive
Award, that are to be issued upon the grant, exercise or vesting of such Incentive Award.


 


2.22.         “Restricted
Stock Award” means an award of Common Stock granted to an Eligible Recipient pursuant to Section 7 of the Plan that is
subject to the restrictions on transferability and the risk of forfeiture imposed by the provisions of such Section 7.


 


2.23.         “Restricted
Stock Unit” means an award granted to an Eligible Recipient pursuant to Section 7 of the Plan that represents a contractual
obligation on the part of the Company to transfer shares of Common Stock to the Eligible Participant upon the satisfaction of specified
Performance Criteria and/or the completion of a specified period of employment with the Company and its Subsidiaries.


 


2.24         “Retirement”
means normal or approved early termination of employment or service.


 


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


 


2.26.         “Subsidiary”
means any entity that is directly or indirectly controlled by the Company or any entity in which the Company has a significant
equity interest, as determined by the Committee.


 


		3.	Plan Administration.



 


3.1.          The
Committee. The Plan will be administered by the Committee. So long as the Company has a class of its equity securities registered
under Section 12 of the Exchange Act, the Committee will consist solely of two or more members of the Board who are “non-employee
directors” within the meaning of Rule 16b-3 under the Exchange Act and who are considered “outside directors”
within the meaning of Section 162(m) of the Code. The Committee, if established, will act by majority approval of the members (unanimous
approval with respect to action by written consent), and a majority of the members of the Committee will constitute a quorum. To
the extent consistent with applicable corporate law of the Company’s jurisdiction of incorporation, the Committee may delegate
to any officers of the Company the duties, power and authority of the Committee under the Plan (other than those that must be exercised
by the Committee to satisfy the requirements of Section 162(m) of the Code) pursuant to such conditions or limitations as the Committee
may establish; provided, however, that only the Committee may exercise such duties, power and authority with respect to Eligible
Recipients who are subject to Section 16 of the Exchange Act. The Committee may exercise its duties, power and authority under
the Plan in its sole and absolute discretion without the consent of any Participant or other party, unless the Plan specifically
provides otherwise. Each determination, interpretation or other action made or taken by the Committee pursuant to the provisions
of the Plan will be conclusive and binding for all purposes and on all persons, and no member of the Committee will be liable for
any action or determination made in good faith with respect to the Plan or any Incentive Award granted under the Plan.


 




     


     


    

 


		3.2.	Authority of the Committee.



 


(a)          In
accordance with and subject to the provisions of the Plan, the Committee will have the authority to determine all provisions of
Incentive Awards as the Committee may deem necessary or desirable and as consistent with the terms of the Plan, including, without
limitation, the following: (i) the Eligible Recipients to be selected as Participants; (ii) the nature and extent of the Incentive
Awards to be made to each Participant (including the number of shares of Common Stock to be subject to each Incentive Award, any
exercise price, the manner in which Incentive Awards will vest or become exercisable and whether Incentive Awards will be granted
in tandem with other Incentive Awards) and the form of written agreement, if any, evidencing such Incentive Award; (iii) any Performance
Criteria applicable to any Incentive Awards; (iv) the time or times when Incentive Awards will be granted and, where applicable,
settled; (v) the duration of each Incentive Award; (vi) the restrictions and other conditions to which the payment or vesting of
Incentive Awards may be subject. In addition, the Committee will have the authority under the Plan in its sole discretion to pay
the economic value of any Incentive Award in the form of cash, Common Stock or any combination of both.


 


(b)          Subject
to Section 3.2(d), below, the Committee will have the authority under the Plan to amend or modify the terms of any outstanding
Incentive Award in any manner, including, without limitation, the authority to modify the number of shares or other terms and conditions
of an Incentive Award, extend the term of an Incentive Award, accelerate the exercisability or vesting or otherwise terminate any
restrictions relating to an Incentive Award other than an Incentive Award intended to qualify as “performance-based”
compensation within the meaning of Section 162(m) of the Code, accept the surrender of any outstanding Incentive Award or, to the
extent not previously exercised or vested, authorize the grant of new Incentive Awards in substitution for surrendered Incentive
Awards; provided, however that the amended or modified terms are permitted by the Plan as then in effect and that any Participant
adversely affected by such amended or modified terms has consented to such amendment or modification. Notwithstanding the foregoing,
no Performance Award (or any other Incentive Award) that is subject to the requirements and restrictions of Section 409A of the
Code may be amended in a manner that would violate Section 409A of the Code.


 


(c)          In
the event of (i) any reorganization, merger, consolidation, recapitalization, liquidation, reclassification, stock dividend, stock
split, combination of shares, rights offering, extraordinary dividend or divestiture (including a spin-off) or any other change
in corporate structure or shares; (ii) any purchase, acquisition, sale, disposition or write-down of a significant amount of assets
or a significant business; (iii) any change in accounting principles or practices, tax laws or other such laws or provisions affecting
reported results; or (iv) any other similar change, in each case with respect to the Company or any other entity whose performance
is relevant to the grant or vesting of an Incentive Award, the Committee (or, if the Company is not the surviving corporation in
any such transaction, the board of directors of the surviving corporation) may, without the consent of any affected Participant,
amend or modify the vesting criteria (including Performance Criteria) of any outstanding Incentive Award that is based in whole
or in part on the financial performance of the Company (or any Subsidiary or division or other subunit thereof) or such other entity
so as equitably to reflect such event, with the desired result that the criteria for evaluating such financial performance of the
Company or such other entity will be substantially the same (in the sole discretion of the Committee or the board of directors
of the surviving corporation) following such event as prior to such event; provided, however, that the amended or modified terms
are permitted by the Plan as then in effect.


 


(d)          Notwithstanding
any other provision of this Plan other than Section 4.3, the Committee may not, without prior approval of the Company’s stockholders,
seek to effect any re-pricing of any previously granted, “underwater” Option by: (i) amending or modifying the terms
of the Option to lower the exercise price; (ii) canceling the underwater Option and granting either (A) replacement Options
having a lower exercise price; (B) Restricted Stock Awards; or (C) Performance Awards in exchange; or (iii) repurchasing
the underwater Options and granting new Incentive Awards under this Plan. For purposes of this Section 3.2(d) and Section 11.4,
an Option will be deemed to be “underwater” at any time when the Fair Market Value of the Common Stock is less than
the exercise price of the Option.


 




     


     


    

 


3.3           Annual
Award Limitation. The total number of Restricted Stock Awards, Restricted Stock Units and other shares of Common Stock subject
to or underlying Options or Performance Awards awarded to any Participant during any year may not exceed 250,000 shares. A Performance
Award, as measured on the date of grant, paid to a Participant with respect to any Performance Period may not exceed $500,000 times
the number of years in the Performance Period.


 


		4.	Shares Available for Issuance.



 


4.1.          Maximum
Number of Shares Available; Certain Restrictions on Awards. Subject to adjustment as provided in Section 4.3 of the Plan, the
maximum number of shares of Common Stock that will be available for issuance under the Plan will be 1,630,000, and the maximum
number of shares of Common Stock that will be available for issuance in connection with Incentive Stock Options is 1,630,000. The
shares available for issuance under the Plan may, at the election of the Committee, be either treasury shares or shares authorized
but unissued, and, if treasury shares are used, all references in the Plan to the issuance of shares will, for corporate law purposes,
be deemed to mean the transfer of shares from treasury.


 


4.2.          Accounting
for Incentive Awards. Shares of Common Stock that are issued under the Plan or that are subject to outstanding Incentive Awards
will be applied to reduce the maximum number of shares of Common Stock remaining available for issuance under the Plan; provided,
however, that shares subject to an Incentive Award that lapses, expires, is forfeited (including issued shares forfeited under
a Restricted Stock Award) or for any reason is terminated unexercised or unvested or is settled or paid in cash or any form other
than shares of Common Stock will automatically again become available for issuance under the Plan. To the extent that the exercise
price of any Option and/or associated tax withholding obligations are paid by tender or attestation as to ownership of Previously
Acquired Shares, or to the extent that such tax withholding obligations are satisfied by withholding of shares otherwise issuable
upon exercise of the Option, only the number of shares of Common Stock issued net of the number of shares tendered, attested to
or withheld will be applied to reduce the maximum number of shares of Common Stock remaining available for issuance under the Plan.


 


4.3.          Adjustments
to Shares and Incentive Awards. In the event of any reorganization, merger, consolidation, recapitalization, liquidation, reclassification,
stock dividend, stock split, combination of shares or any other change in the corporate structure or shares of the Company, the
Committee (or, if the Company is not the surviving corporation in any such transaction, the board of directors of the surviving
corporation) will make appropriate adjustment (which determination will be conclusive) as to the number and kind of securities
or other property (including cash) available for issuance or payment under the Plan and, in order to prevent dilution or enlargement
of the rights of Participants, the number and kind of securities or other property (including cash) subject to outstanding Incentive
Awards and the exercise price of outstanding Options.


 


		5.	Participation.



 


Participants in the
Plan will be those Eligible Recipients who, in the judgment of the Committee, have contributed, are contributing or are expected
to contribute to the achievement of economic objectives of the Company or its Subsidiaries. Eligible Recipients may be granted
from time to time one or more Incentive Awards, singly or in combination or in tandem with other Incentive Awards, as may be determined
by the Committee in its sole discretion. Incentive Awards will be deemed to be granted as of the date specified in the grant resolution
of the Committee, which date will be the date of any related agreement with the Participant.


 




     


     


    

 


		6.	Options.



 


6.1.          Grant.
An Eligible Recipient may be granted one or more Options under the Plan, and such Options will be subject to such terms and conditions,
consistent with the other provisions of the Plan, as may be determined by the Committee in its sole discretion. The Committee may
designate whether an Option is to be considered an Incentive Stock Option or a Non-Statutory Stock Option. To the extent that any
Incentive Stock Option granted under the Plan ceases for any reason to qualify as an “incentive stock option” for purposes
of Section 422 of the Code, such Incentive Stock Option will continue to be outstanding for purposes of the Plan but will thereafter
be deemed to be a Non-Statutory Stock Option.


 


6.2.          Exercise
Price. The per share price to be paid by a Participant upon exercise of an Option will be determined by the Committee in its
discretion at the time of the Option grant; provided, however, that such price will not be less than 100% of the Fair Market Value
of one share of Common Stock on the date of grant with respect to any Incentive Stock Option (110% of the Fair Market Value with
respect to an Incentive Stock Option if, at the time such Incentive Stock Option is granted, the Participant owns, directly or
indirectly, more than 10% of the total combined voting power of all classes of stock of the Company or any parent or subsidiary
corporation of the Company).


 


6.3.          Exercisability
and Duration. An Option will become exercisable at such times and in such installments and upon such terms and conditions as
may be determined by the Committee in its sole discretion at the time of grant (including without limitation (i) the achievement
of one or more of the Performance Criteria and/or (ii) that the Participant remain in the continuous employ or service of the Company
or a Subsidiary for a certain period); provided, however, that if the Committee does not specify the expiration date of the Option,
the expiration date shall be 10 years from the date on which the Option was granted. In no case may an Option may be exercisable
after 10 years from its date of grant (five years from its date of grant in the case of an Incentive Stock Option if, at the time
the Incentive Stock Option is granted, the Participant owns, directly or indirectly, more than 10% of the total combined voting
power of all classes of stock of the Company or any parent or subsidiary corporation of the Company).


 


6.4.          Payment
of Exercise Price. The total purchase price of the shares to be purchased upon exercise of an Option will be paid entirely
in cash (including check, bank draft or money order); provided, however, that the Committee, in its sole discretion and upon terms
and conditions established by the Committee, may allow such payments to be made, in whole or in part, by tender of a Broker Exercise
Notice, by tender, or attestation as to ownership, of Previously Acquired Shares that have been held for the period of time necessary
to avoid a charge to the Company’s earnings for financial reporting purposes and that are otherwise acceptable to the Committee,
or by a combination of such methods. For purposes of such payment, Previously Acquired Shares tendered or covered by an attestation
will be valued at their Fair Market Value on the exercise date.


 


6.5.          Manner
of Exercise. An Option may be exercised by a Participant in whole or in part from time to time, subject to the conditions contained
in the Plan and in the agreement evidencing such Option, by delivery in person, by facsimile or electronic transmission or through
the mail of written notice of exercise to the Company at its legal department and by paying in full the total exercise price for
the shares of Common Stock to be purchased in accordance with Section 6.4 of the Plan.


 


		7.	Restricted Stock Awards and Restricted Stock Units.



 


7.1.          Grant.
An Eligible Recipient may be granted one or more Restricted Stock Awards or Restricted Stock Units under the Plan, and such Restricted
Stock Awards and Restricted Stock Units will be subject to such terms and conditions, consistent with the other provisions of the
Plan, as may be determined by the Committee in its sole discretion. The Committee may impose such restrictions or conditions, not
inconsistent with the provisions of the Plan, to the vesting of such Restricted Stock Awards and Restricted Stock Units as it deems
appropriate, including, without limitation, (i) the achievement of one or more of the Performance Criteria and/or (ii) that the
Participant remain in the continuous employ or service of the Company or a Subsidiary for a certain period.


 




     


     


    

 


7.2.         Rights
as a Stockholder; Transferability. Except as provided in Sections 7.1, 7.3, 7.4 and 12.3 of the Plan, a Participant will have
all voting, dividend, liquidation and other rights with respect to shares of Common Stock issued to the Participant as a Restricted
Stock Award or pursuant to a Restricted Stock Unit under this Section 7 upon the Participant becoming the holder of record of such
shares as if such Participant were a holder of record of shares of unrestricted Common Stock.


 


7.3.         Dividends
and Distributions. Unless the Committee determines otherwise in its sole discretion (either in the agreement evidencing the
Restricted Stock Award at the time of grant or at any time after the grant of the Restricted Stock Award), any dividends or distributions
(other than regular quarterly cash dividends) paid with respect to shares of Common Stock subject to the unvested portion of a
Restricted Stock Award will be subject to the same restrictions as the shares to which such dividends or distributions relate.
The Committee will determine in its sole discretion whether any interest will be paid on such dividends or distributions. A Participant
to whom Restricted Stock Units have been granted will have no rights to receive any dividends or distributions with respect to
the shares of Common Stock underlying the Restricted Stock Units unless and until the Restricted Stock Units is settled and the
Participant becomes the holder of record of any shares of Common Stock delivered in settlement of such Restricted Stock Units.


 


7.4.         Enforcement
of Restrictions. To enforce the restrictions referred to in this Section 7, the Committee may place a legend on the stock certificates
referring to such restrictions and may require the Participant, until the restrictions have lapsed, to keep the stock certificates,
together with duly endorsed stock powers, in the custody of the Company or its transfer agent, or to maintain evidence of stock
ownership, together with duly endorsed stock powers, in a certificateless book-entry stock account with the Company’s transfer
agent.


 


		8.	Performance Awards.



 


8.1.         Grant.
An Eligible Recipient may be granted one or more Performance Awards under the Plan, and such Performance Awards will be subject
to such terms and conditions, if any, consistent with the other provisions of the Plan, as may be determined by the Committee in
its sole discretion. The Committee may impose such restrictions or conditions, not inconsistent with the provisions of the Plan,
to the vesting of such Performance Awards as it deems appropriate, including, without limitation, (i) the achievement of one or
more of the Performance Criteria and/or (ii) that the Participant remain in the continuous employ or service of the Company or
a Subsidiary for a certain period.


 


8.2          Performance
Periods. The Performance Period with respect to each Performance Award will be such period of time commencing with the date
of grant as is determined by the Committee on the date of grant.


 


8.3          Specification
of Performance Criteria. Any grant of Performance Awards will specify Performance Criteria that, if achieved, will result in
payment or early payment of the Award, and each grant may specify in respect of such specified Performance Criteria a minimum acceptable
level of achievement and shall set forth a formula for determining the amount of the Performance Award that will be earned if performance
is at or above the minimum level, but falls short of full achievement of the specified Performance Criteria. The grant of Performance
Awards will specify that, before the Performance Awards will be earned and paid, the Compensation Committee of the Board must certify
that the Performance Criteria have been satisfied.


 


8.4.         Settlement
– Time of Payment.


 


(a)          At
the time any Performance Award is granted, the agreement evidencing the Performance Award will specify the time at which the vested
portion of the Performance Award will be settled. In no event may the time of payment be changed after the Performance Award is
granted.


 




     


     


    

 


(b)          The
agreement may specify that settlement will be made upon vesting or the settlement will occur with respect to all vested Performance
Awards as of a specified time.


 


(c)          To
the extent the agreement does not provide for the settlement of vested Performance Awards on or before the date that is 2-1/2 months
after the end of the year in which the Performance Award (or the relevant portion thereof) vests, the agreement will provide for
payment to occur: (a) upon the Eligible Recipient’s separation from service, death or disability; (b) upon a change in control
of the Company; or (c) upon a specified date or pursuant to a specified schedule. In all cases in which payment is to be made in
accordance with this Section 8.2(c), the times specified for payment will be interpreted and administered in accordance with the
requirements of Section 409A of the Code and any applicable regulations or guidance issued in connection with that Code section.


 


8.3.         Settlement
– Form of Payment. As specified in the agreement evidencing the Performance Award, or some other written agreement between
the Company and the Eligible Recipient, vested Performance Awards will be settled in cash or shares of Common Stock.


 


8.4.         Rights
as a Stockholder. A Participant holding a Performance Award shall have no rights as a holder of Common Stock unless and until
the Performance Award is settled and shares of Common Stock are delivered to the Participant in such settlement.


 


8.5.         Dividends
and Distributions. Unless the Committee determines otherwise in its sole discretion (either in the agreement evidencing the
Performance Award at the time of grant or at any time after the grant of the Performance Award), the Participant shall not be entitled
to receive dividends or distributions with respect to the Shares subject to a Performance Award unless and until the Performance
Award is settled and shares of Common Stock are delivered to the Participant in such settlement.


 


8.6.         Unfunded
and Unsecured Obligation of the Company. A Performance Award represents an unfunded and unsecured obligation of the Company
to make payment to a Participant in accordance with the terms of this Plan or an award agreement. The Participant’s rights
with respect to a Performance Award shall be those of an unsecured creditor of the Company.


 


		9.	Effect of Termination of Employment or Other Service.



 


9.1.         Termination
Due to Death or Disability. In the event a Participant’s employment or other service with the Company and all Subsidiaries
is terminated by reason of death or Disability:


 


(a)          All
outstanding Options then held by the Participant will, to the extent exercisable as of such termination, remain exercisable for
a period of six (6) months after such termination (but in no event after the expiration date of any such Option); and


 


(b)          All
Restricted Stock Awards and Restricted Stock Units then held by the Participant that have not vested as of such termination will
be terminated and forfeited; and


 


(c)          All
outstanding Performance Awards then held by the Participant that have not vested as of such termination will be terminated and
forfeited.


 


9.2.         Termination
Due to Retirement. Subject to Section 9.5 of the Plan, in the event a Participant’s employment or other service with
the Company and all Subsidiaries is terminated by reason of Retirement:


 


(a)          All
outstanding Options then held by the Participant will, to the extent exercisable as of such termination, remain exercisable in
full for a period of three (3) months after such termination (but in no event after the expiration date of any such Option). Options
not exercisable as of such Retirement will be forfeited and terminate; and


 




     


     


    

 


(b)          All
Restricted Stock Awards and Restricted Stock Units then held by the Participant that have not vested as of such termination will
be terminated and forfeited; and


 


(c)          All
outstanding Performance Awards then held by the Participant that have not vested as of such termination will be terminated and
forfeited.


 


9.3.         Termination
for Reasons Other than Death, Disability or Retirement. Subject to Section 9.5 of the Plan, in the event a Participant’s
employment or other service is terminated with the Company and all Subsidiaries for any reason other than death, Disability or
Retirement, or a Participant is in the employ of a Subsidiary and the Subsidiary ceases to be a Subsidiary of the Company (unless
the Participant continues in the employ of the Company or another Subsidiary):


 


(a)          All
outstanding Options then held by the Participant will, to the extent exercisable as of such termination, remain exercisable in
full for a period of three (3) months after such termination (but in no event after the expiration date of any such Option), and
Options not exercisable as of such termination will be forfeited and terminate; and


 


(b)          All
Restricted Stock Awards and Restricted Stock Units then held by the Participant that have not vested as of such termination will
be terminated and forfeited; and


 


(c)          All
outstanding Performance Awards then held by the Participant that have not vested as of such termination will be terminated and
forfeited.


 


9.4.         Modification
of Rights Upon Termination. Notwithstanding the other provisions of this Section 9, the Committee may, in its sole discretion
(which may be exercised in connection with the grant or after the date of grant, including following such termination), determine
that upon a Participant’s termination of employment or other service with the Company and all Subsidiaries, any Options (or
any part thereof) then held by such Participant may become or continue to become exercisable and/or remain exercisable following
such termination of employment or service, and Restricted Stock Awards, Restricted Stock Units and Performance Awards then held
by such Participant may vest and/or continue to vest or become free of restrictions and conditions to issuance, as the case may
be, following such termination of employment or service, in each case in the manner determined by the Committee.


 


9.5.         Effects
of Actions Constituting Cause. Notwithstanding anything in the Plan to the contrary, in the event that a Participant is determined
by the Committee, acting in its sole discretion, to have committed any action which would constitute Cause as defined in Section
2.3, irrespective of whether such action or the Committee’s determination occurs before or after termination of such Participant’s
employment or service with the Company or any Subsidiary, all rights of the Participant under the Plan and any agreements evidencing
an Incentive Award then held by the Participant shall terminate and be forfeited without notice of any kind. The Company may defer
the exercise of any Option or the vesting of any Restricted Stock Award or Performance Award for a period of up to ninety (90)
days in order for the Committee to make any determination as to the existence of Cause.


 


9.6.         Determination
of Termination of Employment or Other Service. Unless the Committee otherwise determines in its sole discretion, a Participant’s
employment or other service will, for purposes of the Plan, be deemed to have terminated on the date recorded on the personnel
or other records of the Company or the Subsidiary for which the Participant provides employment or service, as determined by the
Committee in its sole discretion based upon such records.


 


		10.	Payment of Withholding Taxes.



 


10.1.       General
Rules. The Company is entitled to (a) withhold and deduct from future wages of the Participant (or from other amounts that
may be due and owing to the Participant from the Company or a Subsidiary), or make other arrangements for the collection of, all
legally required amounts necessary to satisfy any and all federal, foreign, state and local withholding and employment-related
tax requirements attributable to an Incentive Award, including, without limitation, the grant, exercise or vesting of, or payment
of dividends with respect to, an Incentive Award or a disqualifying disposition of stock received upon exercise of an Incentive
Stock Option, or (b) require the Participant promptly to remit the amount of such withholding to the Company before taking any
action, including issuing any shares of Common Stock, with respect to an Incentive Award.


 




     


     


    

 


10.2.       Special
Rules. The Committee may, in its sole discretion and upon terms and conditions established by the Committee, permit or require
a Participant to satisfy, in whole or in part, any withholding or employment-related tax obligation described in Section 10.1 of
the Plan by electing to tender, or by attestation as to ownership of, Previously Acquired Shares that have been held for the period
of time necessary to avoid a charge to the Company’s earnings for financial reporting purposes and that are otherwise acceptable
to the Committee, by delivery of a Broker Exercise Notice or a combination of such methods. For purposes of satisfying a Participant’s
withholding or employment-related tax obligation, Previously Acquired Shares tendered or covered by an attestation will be valued
at their Fair Market Value.


 


		11.	Change in Control.



 


11.1.       A
“Change in Control” shall be deemed to have occurred if the event set forth in any one of the following paragraphs
has occurred:


 


(a)          the
sale, lease, exchange or other transfer, directly or indirectly, of substantially all of the assets of the Company (in one transaction
or in a series of related transactions) to any Successor;


 


(b)          the
approval by the stockholders of the Company of any plan or proposal for the liquidation or dissolution of the Company;


 


(c)          any
Successor (as defined in Section 11.2 below), other than a Bona Fide Underwriter (as defined in Section 11.2 below), becomes after
the effective date of the Plan the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of (i) 25% or more, but not 50% or more, of the combined voting power of the Company’s outstanding securities
ordinarily having the right to vote at elections of directors, unless the transaction resulting in such ownership has been approved
in advance by the Continuity Directors (as defined in Section 11.2 below), or (ii) more than 50% of the combined voting power of
the Company’s outstanding securities ordinarily having the right to vote at elections of directors (regardless of any approval
by the Continuity Directors);


 


(d)          a
merger or consolidation to which the Company is a party if the stockholders of the Company immediately prior to effective date
of such merger or consolidation have “beneficial ownership” (as defined in Rule 13d-3 under the Exchange Act),
immediately following the effective date of such merger or consolidation, of securities of the surviving corporation representing
(i) 50% or more, but not more than 80%, of the combined voting power of the surviving corporation’s then outstanding securities
ordinarily having the right to vote at elections of directors, unless such merger or consolidation has been approved in advance
by the Continuity Directors, or (ii) less than 50% of the combined voting power of the surviving corporation’s then
outstanding securities ordinarily having the right to vote at elections of directors (regardless of any approval by the Continuity
Directors); or


 


(e)          the
Continuity Directors cease for any reason to constitute at least 50% or more of the Board.


 


		11.2.	Change in Control Definitions. For purposes of
this Section 11:



 


(a)          “Continuity
Directors” of the Company will mean any individuals who are members of the Board on the effective date of the Plan and
any individual who subsequently becomes a member of the Board whose election, or nomination for election by the Company’s
stockholders, was approved by a vote of at least a majority of the Continuity Directors (either by specific vote or by approval
of the Company’s proxy statement in which such individual is named as a nominee for director without objection to such nomination).


 




     


     


    

 


(b)          “Bona
Fide Underwriter” means an entity engaged in business as an underwriter of securities that acquires securities of the
Company through such entity’s participation in good faith in a firm commitment underwriting until the expiration of 40 days
after the date of such acquisition.


 


(c)          “Successor”
means any individual, corporation, partnership, group, association or other “person,” as such term is used in Section
13(d) or Section 14(d) of the Exchange Act, other than the Company, any “affiliate” (as defined below) or any benefit
plan(s) sponsored by the Company or any affiliate that succeeds to, or has the practical ability to control (either immediately
or solely with the passage of time), the Company’s business directly, by merger, consolidation or other form of business
combination, or indirectly, by purchase of the Company’s outstanding securities ordinarily having the right to vote at the
election of directors or all or substantially all of its assets or otherwise. For this purpose, an “affiliate” is (i)
any corporation at least a majority of whose outstanding securities ordinarily having the right to vote at elections of directors
is owned directly or indirectly by the Company; (ii) any other form of business entity in which the Company, by virtue of a direct
or indirect ownership interest, has the right to elect a majority of the members of such entity’s governing body or (iii)
any entity that at the time of the approval of this Plan owns in excess of 10% of the Company’s common stock and its affiliates.


 


11.3.       Acceleration
of Vesting. Without limiting the authority of the Committee under Sections 3.2 and 4.3 of the Plan, if a Change in Control
of the Company occurs, then, if approved by the Committee in its sole discretion either in an agreement evidencing an Incentive
Award at the time of grant or at any time after the grant of an Incentive Award: (a) all Options that have been outstanding for
at least six months will become immediately exercisable in full and will remain exercisable in accordance with their terms; and
(b) all Restricted Stock Awards and Restricted Stock Units that have been outstanding for at least six months will become immediately
fully vested and non-forfeitable; and (c) any conditions to the issuance of cash or shares of Common Stock pursuant to Performance
Awards that have been outstanding for at least six months will lapse.


 


11.4.       Cash
Payment. If a Change in Control of the Company occurs, then the Committee, if approved by the Committee in its sole discretion
either in an agreement evidencing an Incentive Award at the time of grant or at any time after the grant of an Incentive Award,
and without the consent of any Participant affected thereby, may determine that:


 


(a)          Some
or all Participants holding outstanding Options will receive, with respect to some or all of the shares of Common Stock subject
to such Options (“Option Shares”), either (i) as of the effective date of any such Change in Control, cash in an amount
equal to the excess of the Fair Market Value of such Option Shares on the last business day prior to the effective date of such
Change in Control over the exercise price per share of such Option Shares, (ii) immediately prior to such Change of Control, a
number of shares of Common Stock having an aggregate Fair Market Value equal to the excess of the Fair Market Value of the Option
Shares as of the last business day prior to the effective date of such Change in Control over the exercise price per share of such
Option Shares; or (iii) any combination of cash or shares of Common Stock with the amount of each component to be determined by
the Committee not inconsistent with the foregoing clauses (i) and (ii), as proportionally adjusted; and


 


(b)          any
Options which, as of the effective date of any such Change in Control, are “underwater” (as defined in Section 3.2(d))
shall terminate as of the effective date of any such Change in Control; and


 




     


     


    

 


(c)          some
or all Participants holding Performance Awards will receive, with respect to some or all of the shares of Common Stock subject
to such Performance Awards that remain subject to issuance based upon the future achievement of Performance Criteria or other future
event as of the effective date of any such Change in Control of the Company, cash in an amount equal the Fair Market Value of such
shares immediately prior to the effective date of such Change in Control.


 


11.5.       Limitation
on Change in Control Payments. Notwithstanding anything in Section 11.3 or 11.4 of the Plan to the contrary, if, with
respect to a Participant, the acceleration of the exercisability of an Option as provided in Section 11.3 or the payment of
cash or shares of Common Stock in exchange for all or part of an Option as provided in Section 11.4 (which acceleration or payment
could be deemed a “payment” within the meaning of Section 280G(b)(2) of the Code), together with any other “payments”
that such Participant has the right to receive from the Company or any corporation that is a member of an “affiliated group”
(as defined in Section 1504(a) of the Code without regard to Section 1504(b) of the Code) of which the Company is a member,
would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the “payments”
to such Participant pursuant to Section 11.3 or 11.4 of the Plan will be reduced to the largest amount as will result in no portion
of such “payments” being subject to the excise tax imposed by Section 4999 of the Code; provided, however, that if
a Participant is subject to a separate agreement with the Company or a Subsidiary which specifically provides that payments attributable
to one or more forms of employee stock incentives or to payments made in lieu of employee stock incentives will not reduce any
other payments under such agreement, even if it would constitute an excess parachute payment, or provides that the Participant
will have the discretion to determine which payments will be reduced in order to avoid an excess parachute payment, then the limitations
of this Section 11.4 will, to that extent, not apply.


 


		12.	Rights of Eligible Recipients and Participants; Transferability.



 


12.1.       Employment
or Service. Nothing in the Plan will interfere with or limit in any way the right of the Company or any Subsidiary to terminate
the employment or service of any Eligible Recipient or Participant at any time, nor confer upon any Eligible Recipient or Participant
any right to continue in the employ or service of the Company or any Subsidiary.


 


12.2.       Rights
as a Stockholder. As a holder of Incentive Awards (other than Restricted Stock Awards), a Participant will have no rights as
a stockholder unless and until such Incentive Awards are exercised for, or paid in the form of, shares of Common Stock and the
Participant becomes the holder of record of such shares. Except as otherwise provided in the Plan, no adjustment will be made for
dividends or distributions with respect to such Incentive Awards as to which there is a record date preceding the date the Participant
becomes the holder of record of such shares, except as the Committee may determine in its discretion.


 


12.3.       Restrictions
on Transfer.


 


(a)          Except
pursuant to testamentary will or the laws of descent and distribution or as otherwise expressly permitted by subsections (b) and
(c) below, no right or interest of any Participant in an Incentive Award prior to the exercise (in the case of Options) or vesting
(in the case of Restricted Stock Awards) or settlement (in the case of Restricted Stock Units or Performance Awards) of such Incentive
Award will be assignable or transferable, or subjected to any lien, during the lifetime of the Participant, either voluntarily
or involuntarily, directly or indirectly, by operation of law or otherwise.


 


(b)          A
Participant will be entitled to designate a beneficiary to receive an Incentive Award upon such Participant’s death, and
in the event of such Participant’s death, payment of any amounts due under the Plan will be made to, and exercise of any
Options (to the extent permitted pursuant to Section 9 of the Plan) may be made by, such beneficiary. If a deceased Participant
has failed to designate a beneficiary, or if a beneficiary designated by the Participant fails to survive the Participant, payment
of any amounts due under the Plan will be made to, and exercise of any Options (to the extent permitted pursuant to Section 9 of
the Plan) may be made by, the Participant’s legal representatives, heirs and legatees. If a deceased Participant has designated
a beneficiary and such beneficiary survives the Participant but dies before complete payment of all amounts due under the Plan
or exercise of all exercisable Options, then such payments will be made to, and the exercise of such Options may be made by, the
legal representatives, heirs and legatees of the beneficiary.


 




     


     


    

 


(c)          Upon
a Participant’s request, the Committee may, in its sole discretion, permit a transfer of all or a portion of a Non-Statutory
Stock Option, other than for value, to such Participant’s 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,
any person sharing such Participant’s household (other than a tenant or employee), a trust in which any of the foregoing
have more than fifty percent of the beneficial interests, a foundation in which any of the foregoing (or the Participant) control
the management of assets, and any other entity in which these persons (or the Participant) own more than fifty percent of the voting
interests. Any permitted transferee will remain subject to all the terms and conditions applicable to the Participant prior to
the transfer. A permitted transfer may be conditioned upon such requirements as the Committee may, in its sole discretion, determine,
including, but not limited to execution and/or delivery of appropriate acknowledgements, opinion of counsel, or other documents
by the transferee.


 


12.4.       Non-Exclusivity
of the Plan. Nothing contained in the Plan is intended to modify or rescind any previously approved compensation plans or programs
of the Company or create any limitations on the power or authority of the Board to adopt such additional or other compensation
arrangements as the Board may deem necessary or desirable.


 


		13.	Securities Law and Other Restrictions.



 


Notwithstanding any
other provision of the Plan or any agreements entered into pursuant to the Plan, the Company will not be required to issue any
shares of Common Stock under this Plan, and a Participant may not sell, assign, transfer or otherwise dispose of shares of Common
Stock issued pursuant to Incentive Awards granted under the Plan, unless (a) there is in effect with respect to such shares a registration
statement under the Securities Act and any applicable securities laws of a state or foreign jurisdiction or an exemption from such
registration under the Securities Act and applicable state or foreign securities laws, and (b) there has been obtained any other
consent, approval or permit from any other U.S. or foreign regulatory body which the Committee, in its sole discretion, deems necessary
or advisable. The Company may condition such issuance, sale or transfer upon the receipt of any representations or agreements from
the parties involved, and the placement of any legends on certificates representing shares of Common Stock, as may be deemed necessary
or advisable by the Company in order to comply with such securities law or other restrictions.


 


		14.	Plan Amendment, Modification and Termination.



 


The Board may suspend
or terminate the Plan or any portion thereof at any time, and may amend the Plan from time to time in such respects as the Board
may deem advisable in order that Incentive Awards under the Plan will conform to any change in applicable laws or regulations or
in any other respect the Board may deem to be in the best interests of the Company; provided, however, that no such amendments
to the Plan will be effective without approval of the Company’s stockholders if: (i) stockholder approval of the amendment
is then required pursuant to Section 422 of the Code or the rules of any stock exchange or the NASDAQ Global Select, Global or
Capital Market or similar regulatory body; or (ii) such amendment seeks to modify Section 3.2(d) hereof. No termination, suspension
or amendment of the Plan may adversely affect any outstanding Incentive Award without the consent of the affected Participant;
provided, however, that this sentence will not impair the right of the Committee to take whatever action it deems appropriate under
Sections 3.2(c), 4.3 and 11 of the Plan.


 


		15.	Effective Date and Duration of the Plan.



 


The Plan is effective
as of the Effective Date. The Plan will terminate at midnight on January 24, 2028 and may be terminated prior to such time by Board
action. No Incentive Award will be granted after termination of the Plan. Incentive Awards outstanding upon termination of the
Plan may continue to be exercised, or become free of restrictions, according to their terms.


 




     


     


    

 


		16.	Miscellaneous.



 


16.1.       Governing
Law. Except to the extent expressly provided herein or in connection with other matters of corporate governance and authority
(all of which shall be governed by the laws of the Company’s jurisdiction of incorporation), the validity, construction,
interpretation, administration and effect of the Plan and any rules, regulations and actions relating to the Plan will be governed
by and construed exclusively in accordance with the laws of the State of Delaware notwithstanding the conflicts of laws principles
of any jurisdictions.


 


16.2.       Successors
and Assigns. The Plan will be binding upon and inure to the benefit of the successors and permitted assigns of the Company
and the Participants.