Exhibit 4.1 


Akerna Corp. 


2019 Long Term Incentive Plan


 


Section 1.            Purpose;
Definitions.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(f)    “Code” means
the Internal Revenue Code of 1986, as amended from time to time.


 


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


   


(h)   “Common Stock”
means the Common Stock of the Company, par value $.0001 per share.


 


(i)    “Company”
means Akerna Corp., a corporation organized under the laws of the State of Delaware.


 


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


 


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


 


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


 






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


 


(n)   “Incentive Stock Option”
means any Stock Option intended to be and designated as an “incentive stock option” within the meaning of Section 422
of the Code.


 


(o)   “Non-qualified Stock
Option” means any Stock Option that is not an Incentive Stock Option.


 


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


 


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


 


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


 


(s)   “Plan” means
the Company’s 2019 Long Term Incentive Plan, as hereinafter amended from time to time.


 


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


 


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


 


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


 


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


 


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


 






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


 


(z)    “Stock Option”
or “Option” means any option to purchase shares of Common Stock which is granted pursuant to the Plan.


 


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


 


(bb) “Vest” means to become
exercisable or to otherwise obtain ownership rights in an award. No award shall vest in less than a one-year period.


 


Section 2.            Administration.


 


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


 


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


  


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


 


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


 


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


 


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


 


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


 


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


 


Non-employee directors may not be granted any
awards covering more than [●] shares of Common Stock in any year.


 






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


 


Section 3.            Stock
Subject to Plan.


 


3.1.        Number
of Shares.  The total number of shares of Common Stock reserved and available for issuance under the Plan shall be
equal to ten percent (10%) of the issued and outstanding shares of Common Stock on the date on which the transactions contemplated
by that certain Agreement and Plan of Merger by and among MTech Acquisition Corp., as Purchaser, MTech Acquisition Holdings Inc.,
as Pubco, MTech Purchaser Merger Sub Inc., as Purchaser Merger Sub, MTech Company Merger Sub LLC, as Company Merger Sub, MTech
Sponsor LLC, in the capacity as the Purchaser Representative, MJ Freeway LLC, as the Company and Harold Handelsman, in the capacity
as the Seller Representative are consummated. Shares of Common Stock under the Plan (“Shares”) may consist, in whole
or in part, of authorized and unissued shares or treasury shares. If any shares of Common Stock that have been granted pursuant
to a Stock Option cease to be subject to a Stock Option, or if any shares of Common Stock that are subject to any Stock Appreciation
Right, Restricted Stock award, Restricted Stock Units or Other Stock-Based Award granted hereunder are forfeited, or any such award
otherwise terminates without a payment being made to the Holder in the form of Common Stock, such shares shall again be available
for distribution in connection with future grants and awards under the Plan. If a Holder pays the exercise price of a Stock Option
by surrendering any previously owned shares and/or arranges to have the appropriate number of shares otherwise issuable upon exercise
withheld to cover the withholding tax liability associated with the Stock Option exercise, then, in the Committee’s discretion,
the number of shares available under the Plan may be increased by the lesser of (i) the number of such surrendered shares and shares
used to pay taxes; and (ii) the number of shares purchased under such Stock Option.


  


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


 


3.3.          Administrative
Stand Still. In the event of any changes in capitalization described above in Section 3.2, or any other extraordinary transaction
or change affecting the shares or the share price of Common Stock, including any equity restructuring or any securities offering
or other similar transaction, for administrative convenience, the Committee may refuse to permit the exercise of any award for
up to sixty days before and/or after such transaction; provided, however, that the Committee may not refuse to permit the exercise
of any award during the last five trading days prior to the expiration of such award.


 


3.4.          Substitute
Awards. In connection with an entity’s merger or consolidation with the Company or any Subsidiary or Affiliate or the
Company’s or any Subsidiary’s or Affiliate’s acquisition of an entity’s property or stock, the Committee
may grant awards in substitution for any options or other stock or stock-based awards granted before such merger or consolidation
by such entity or its affiliate. Substitute awards may be granted on such terms as the Committee deems appropriate, notwithstanding
limitations on awards in the Plan. Substitute awards will not count against the plan limit, except that shares acquired by exercise
of substitute Incentive Stock Options will count against the maximum number of shares that may be issued pursuant to the exercise
of Incentive Stock Options under the Plan.


 






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Section 4.            Eligibility.


 


Awards may be made or granted to employees,
officers, directors and consultants of the Company or its Subsidiaries, Parent or Affiliates who are deemed to have rendered or
to be able to render significant services to the Company or its Subsidiaries and who are deemed to have contributed or to have
the potential to contribute to the success of the Company or Subsidiary and which recipients are qualified to receive options under
the regulations governing Form S-8 registration statements under the Securities Act of 1933, as amended (“Securities Act”).
No Incentive Stock Option shall be granted to any person who is not an employee of the Company, a Subsidiary, Parent or Affiliate
(including any non-employee directors) at the time of grant or so qualified as set forth in the immediately preceding sentence.
Notwithstanding anything to the contrary, an award may be made or granted to a person in connection with his hiring or retention,
or at any time on or after the date he reaches an agreement (oral or written) with the Company or its Subsidiaries, Parent or Affiliates
with respect to such hiring or retention, even though it may be prior to the date the person first performs services for the Company
or its Subsidiaries; provided, however, that no portion of any such award shall vest prior to the date the person first performs
such services and the date of grant shall be deemed to be the date hiring or retention commences.


  


Section 5.            Stock
Options.


 


5.1.         Grant
and Exercise.  Stock Options granted under the Plan may be of two types: (i) Incentive Stock Options and (ii) Non-qualified
Stock Options. Any Stock Option granted under the Plan shall contain such terms, not inconsistent with this Plan, or with respect
to Incentive Stock Options, not inconsistent with the Plan and the Code, as the Committee may from time to time approve. The Committee
shall have the authority to grant Incentive Stock Options or Non-qualified Stock Options, or both types of Stock Options which
may be granted alone or in addition to other awards granted under the Plan.


 


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


 


(a)   Option Term.  The
term of each Stock Option shall be fixed by the Committee; provided, however, that no Stock Option may be exercisable after the
expiration of ten years from the date of grant; provided, further, that no Incentive Stock Option granted to a person who, at the
time of grant, owns stock possessing more than 10% of the total combined voting power of all classes of voting stock of the Company
(“10% Shareholder”) may be exercisable after the expiration of five years from the date of grant.


 


(b)   Exercise Price.  The
exercise price per share of Common Stock purchasable under a Stock Option shall be determined by the Committee at the time of grant;
provided, however, that the exercise price of a Stock Option may not be less than 100% of the Fair Market Value on the date of
grant or, if greater, the par value of a share of Common Stock; provided, further, that the exercise price of an Incentive Stock
Option granted to a 10% Shareholder may not be less than 110% of the Fair Market Value on the date of grant.


 


(c)   Exercisability.  Stock
Options shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee.
The Committee intends generally to provide that Stock Options be exercisable only in installments, i.e., that they vest over time,
typically over a two- to five-year period. The Committee may waive such installment exercise provisions at any time at or after
the time of grant in whole or in part, based upon such factors as the Committee determines.


 


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


 






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


 


(f)    Transferability.  Except
as may be set forth in the next sentence of this Section or in the Agreement, no Stock Option shall be transferable by the Holder
other than by will or by the laws of descent and distribution, and all Stock Options shall be exercisable, during the Holder’s
lifetime, only by the Holder (or, to the extent of legal incapacity or incompetency, the Holder’s guardian or legal representative).
Notwithstanding the foregoing, a Holder, with the approval of the Committee, may transfer a Non-Qualified Stock Option (i) (A)
by gift, for no consideration, or (B) pursuant to a domestic relations order, in either case, to or for the benefit of the Holder’s
“Immediate Family” (as defined below), or (ii) to an entity in which the Holder and/or members of Holder’s Immediate
Family own more than fifty percent of the voting interest, subject to such limits as the Committee may establish and the execution
of such documents as the Committee may require, and the transferee shall remain subject to all the terms and conditions applicable
to the Non-Qualified Stock Option prior to such transfer. The term “Immediate Family” shall mean any child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships, any person sharing the Holder’s household
(other than a tenant or employee), a trust in which these persons have more than fifty percent beneficial interest, and a foundation
in which these persons (or the Holder) control the management of the assets. The Committee may, in its sole discretion, permit
transfer of an Incentive Stock Option in a manner consistent with applicable tax and securities law upon the Holder’s request.


 


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


 


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


 


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


 


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


 






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(k)   Incentive Stock Options.
The aggregate Fair Market Value (on the date of grant of the Stock Option) of shares of Common Stock with respect to which Incentive
Stock Options become exercisable for the first time by a Holder during any calendar year (under all such plans of the Company and
its Parent and Subsidiaries) shall not exceed $100,000. To the extent that any Stock Option intended to qualify as an Incentive
Stock Option does not so qualify, including by reason of the immediately preceding sentence, it shall constitute a separate Non-qualified
Stock Option. The Company shall have no liability to any Holder or any other person if a Stock Option designated as an Incentive
Stock Option fails to qualify as such at any time or if a Stock Option is determined to constitute “nonqualified deferred
compensation” within the meaning of Section 409A of the Code and the terms of such Stock Option do not satisfy the requirements
of Section 409A of the Code.


 


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


 


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


 


Section 6.             Stock
Appreciation Rights.


 


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


 


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


 


(a)   Exercisability.  Stock
Appreciation Rights shall be exercisable as shall be determined by the Committee and set forth in the Agreement, subject, for Stock
Appreciation Rights granted in tandem with an Incentive Stock Option, to the limitations, if any, imposed by the Code with respect
to related Incentive Stock Options.


 


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


 


(c)   Method of Exercise.  Stock
Appreciation Rights shall be exercisable upon such terms and conditions as shall be determined by the Committee and set forth in
the Agreement and, for Stock Appreciation Rights granted in tandem with a Stock Option, by surrendering the applicable portion
of the related Stock Option. Upon exercise of all or a portion of a Stock Appreciation Right and, if applicable, surrender of the
applicable portion of the related Stock Option, the Holder shall be entitled to receive a number of shares of Common Stock equal
to the SAR Value divided by the Fair Market Value on the date the Stock Appreciation Right is exercised or, at the Company’s
election, cash for the value so calculated.


 


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


 






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Section 7.             Restricted
Stock; Restricted Stock Units.


 


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


  


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


 


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


 


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


 


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


 






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


 


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


 


(b)   Stockholder
Rights.  A Holder will have no rights of a holder of Common Stock with respect to shares subject to any Restricted Stock
Unit unless and until the shares are delivered in settlement of the Restricted Stock Unit.


 


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


 


Section 8.            Other
Stock-Based Awards.


 


Other Stock-Based Awards may be awarded, subject
to limitations under applicable law, that are denominated or payable in, valued in whole or in part by reference to, or otherwise
based on or related to, shares of Common Stock, as deemed by the Committee to be consistent with the purposes of the Plan, including,
without limitation, purchase rights, shares of Common Stock awarded which are not subject to any restrictions or conditions, convertible
or exchangeable debentures, or other rights convertible into shares of Common Stock and awards valued by reference to the value
of securities of or the performance of specified Subsidiaries. These Other Stock-Based Awards may include performance shares or
options, whose award is tied to specific performance goals. Other Stock-Based Awards may be awarded either alone or in addition
to or in tandem with any other awards under this Plan or any other plan of the Company. Each Other Stock-Based Award shall be subject
to such terms and conditions as may be determined by the Committee.


 


Section 9.             Accelerated
Vesting and Exercisability.


 


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


 


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


 


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


 






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Section 10.          Amendment
and Termination.


 


The Board may at any time, and from time to
time, amend alter, suspend or discontinue any of the provisions of the Plan or any Agreement, but no amendment, alteration, suspension
or discontinuance shall be made that would impair the rights of a Holder under any Agreement theretofore entered into hereunder,
without the Holder’s consent, except as set forth in this Plan or the Agreement. Notwithstanding anything to the contrary
herein, no amendment to the provisions of the Plan shall be effective unless approved by the shareholders of the Company to the
extent shareholder approval is necessary to satisfy any provision of the Code or other applicable law or the listing requirements
of any national securities exchange on which the Company’s securities are listed.


 


Section 11.          Term
of Plan.


 


11.1.       
Effective Date.   The Plan shall be effective
upon the approval of the Company’s shareholders.


 


11.2.       
Termination Date.  Unless terminated by the Board, this Plan shall continue to remain effective until such time
as no further awards may be granted and all awards granted under the Plan are no longer outstanding. Notwithstanding the foregoing,
grants of Incentive Stock Options may be made only during the ten-year period beginning on the Effective Date.


  


Section 12.          General
Provisions.


 


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


  


12.2.       Unfunded
Status of Plan.  The Plan is intended to constitute
an “unfunded” plan for incentive and deferred compensation. With respect to any payments not yet made to a Holder by
the Company, nothing contained herein shall give any such Holder any rights that are greater than those of a general creditor of
the Company.


 


12.3.       Employees.


 


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


 






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


 


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


 


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


 


12.5.       Provisions
for Foreign Participants.  The Committee may modify awards granted to Holders who are foreign nationals or employed outside
the United States or establish subplans or procedures under the Plan to address differences in laws, rules, regulations or customs
of such foreign jurisdictions with respect to tax, securities, currency, employee benefit or other matters.


 


12.6.      
Limitations on Liability. 


 


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


 


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


 


12.7.     
Lock-Up Period. The Company may, at the request of any underwriter, placement agent or otherwise, in connection with the
registered offering of any Company securities under the Securities Act or pursuant to an exemption therefrom, prohibit Holders
from, directly or indirectly, selling or otherwise transferring any shares or other Company securities acquired under this Plan
during a period of up to one hundred eighty days following either the effective date of a Company registration statement filed
under the Securities Act, in the case of a registered offering, or the closing date of the sale of the Company securities, in the
case of an offering exempt from registration, or for such longer period as determined by the underwriter or placement agent. 


 






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


 


12.9.       
Successor. The obligations of the Company under the Plan shall be binding upon any successor corporation or organization
resulting from the merger, consolidation or other reorganization of the Company, or upon any successor corporation or organization
succeeding to all or substantially all of the assets and business of the Company and its Subsidiaries, taken as a whole.


 


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


 


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


  


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


 






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


 


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


 


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


 


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


 


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


 


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


  


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


 


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


 


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


 


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


 






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