Exhibit 10.6


 





 



 


KineMed,
Inc.


 


2014 OMNIBUS INCENTIVE PLAN


 





 



 






    	 



    	 



    

 


TABLE OF CONTENTS


 


	 	 	 	 	Page
	 	 	 	 	 
	1.	PURPOSE	 	1
	2.	DEFINITIONS	 	1
	3.	ADMINISTRATION OF THE PLAN	 	7
	 	3.1.	Board.	 	7
	 	3.2.	Committee.	 	8
	 	3.3.	Terms of Awards.	 	9
	 	3.4.	Forfeiture; Recoupment.	 	9
	 	3.5.	Repricing.	 	10
	 	3.6.	Deferral Arrangement.	 	10
	 	3.7.	No Liability.	 	11
	 	3.8.	Stock Issuance/Book-Entry.	 	11
	4.	STOCK SUBJECT TO THE PLAN	 	11
	 	4.1.	Number of Shares of Stock Available for Awards.	 	11
	 	4.2.	Adjustments in Authorized Shares of Stock.	 	11
	 	4.3.	Share Usage.	 	12
	5.	EFFECTIVE DATE, DURATION AND AMENDMENTS	 	12
	 	5.1.	Effective Date.	 	12
	 	5.2.	Term.	 	12
	 	5.3.	Amendment and Termination of the Plan.	 	12
	6.	AWARD eligibility AND LIMITATIONS	 	13
	 	6.1.	Service Providers and Other Persons.	 	13
	 	6.2.	Limitation on Shares of Stock Subject to Awards and Cash Awards.	 	13
	 	6.3.	Stand-Alone, Additional, Tandem and Substitute Awards.	 	13
	7.	AWARD AGREEMENT	 	14
	8.	TERMS AND CONDITIONS OF OPTIONS	 	14
	 	8.1.	Option Price.	 	14
	 	8.2.	Vesting.	 	14
	 	8.3.	Term.	 	14
	 	8.4.	Termination of Service.	 	15
	 	8.5.	Limitations on Exercise of Option.	 	15
	 	8.6.	Method of Exercise.	 	15
	 	8.7.	Rights of Holders of Options.	 	15
	 	8.8.	Delivery of Stock Certificates.	 	15
	 	8.9.	Transferability of Options.	 	16
	 	8.10.	Family Transfers.	 	16
	 	8.11.	Limitations on Incentive Stock Options.	 	16
	 	8.12.	Notice of Disqualifying Disposition.	 	16
	9.	TERMS AND CONDITIONS OF stock Appreciation Rights	 	17
	 	9.1.	Right to Payment and Grant Price.	 	17


 




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	 	9.2.	Other Terms.	 	17
	 	9.3.	Term.	 	17
	 	9.4.	Transferability of SARS.	 	17
	 	9.5.	Family Transfers.	 	18
	10.	TERMS AND CONDITIONS OF RESTRICTED STOCK and STOCK units	 	18
	 	10.1.	Grant of Restricted Stock or Stock Units.	 	18
	 	10.2.	Restrictions.	 	18
	 	10.3.	Restricted Stock Certificates.	 	18
	 	10.4.	Rights of Holders of Restricted Stock.	 	19
	 	10.5.	Rights of Holders of Stock Units.	 	19
	 	10.5.1.	Voting and Dividend Rights.	 	19
	 	10.5.2.	Creditor’s Rights.	 	19
	 	10.6.	Termination of Service.	 	19
	 	10.7.	Purchase of Restricted Stock and Shares of Stock Subject to Stock Units.	 	19
	 	10.8.	Delivery of Shares of Stock.	 	20
	11.	TERMS AND CONDITIONS OF UNRESTRICTED STOCK AWARDS and other equity-based awards	 	20
	12.	FORM OF PAYMENT FOR OPTIONS AND RESTRICTED STOCK	 	20
	 	12.1.	General Rule.	 	20
	 	12.2.	Surrender of Shares of Stock.	 	21
	 	12.3.	Cashless Exercise.	 	21
	 	12.4.	Other Forms of Payment.	 	21
	13.	TERMS AND CONDITIONS OF Dividend Equivalent RIGHTS	 	21
	 	13.1.	Dividend Equivalent Rights.	 	21
	 	13.2.	Termination of Service.	 	22
	14.	TERMS AND CONDITIONS OF PERFORMANCE AWARDS and Annual Incentive Awards	 	22
	 	14.1.	Grant of Performance Awards and Annual Incentive Awards.	 	22
	 	14.2.	Value of Performance Awards and Annual Incentive Awards.	 	22
	 	14.3.	Earning of Performance Awards and Annual Incentive Awards.	 	22
	 	14.4.	Form and Timing of Payment of Performance Awards and Annual Incentive Awards.	 	22
	 	14.5.	Performance Conditions.	 	23
	 	14.6.	Performance Awards or Annual Incentive Awards Granted to Designated Covered Employees.	 	23
	 	 	14.6.1.	Performance Goals Generally.	 	23
	 	 	14.6.2.	Timing For Establishing Performance Goals.	 	23
	 	 	14.6.3.	Settlement of Awards; Other Terms.	 	24
	 	 	14.6.4.	Performance Measures.	 	24
	 	 	14.6.5.	Evaluation of Performance.	 	25
	 	 	14.6.6.	Adjustment of Performance-Based Compensation.	 	25


 




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	 	 	14.6.7.	Board Discretion.	 	26
	 	14.7.	Status of Awards Under Code Section 162(m).	 	26
	15.	PARACHUTE LIMITATIONS	 	26
	16.	REQUIREMENTS OF LAW	 	27
	 	16.1.	General.	 	27
	 	16.2.	Rule 16b-3.	 	28
	17.	EFFECT OF CHANGES IN CAPITALIZATION	 	28
	 	17.1.	Changes in Stock.	 	28
	 	17.2.	Reorganization in Which the Company Is the Surviving Entity Which Does not Constitute a Change in Control.	 	29
	 	17.3.	Change in Control in which Awards are not Assumed.	 	29
	 	17.4.	Change in Control in which Awards are Assumed.	 	30
	 	17.5.	Adjustments	 	30
	 	17.6.	No Limitations on Company.	 	31
	18.	general provisions	 	31
	 	18.1.	Disclaimer of Rights.	 	31
	 	18.2.	Nonexclusivity of the Plan.	 	31
	 	18.3.	Withholding Taxes.	 	32
	 	18.4.	Captions.	 	32
	 	18.5.	Other Provisions.	 	32
	 	18.6.	Number and Gender.	 	32
	 	18.7.	Severability.	 	33
	 	18.8.	Governing Law	 	33
	 	18.9.	Section 409A of the Code.	 	33


 






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KINEMED, INC.


 


2014 OMNIBUS INCENTIVE PLAN


 


KineMed, Inc., a Delaware corporation (the
“Company”), sets forth herein the terms of its 2014 Omnibus Incentive Plan (the “Plan”), as follows:


 


1.            PURPOSE


 


This Plan is intended to (a) provide incentive
to eligible persons to stimulate their efforts towards the success of the Company and to operate and manage its business in a manner
that will provide for the long term growth and profitability of the Company; and (b) provide a means of obtaining, rewarding and
retaining key personnel. To this end, the Plan provides for the grant of stock options, stock appreciation rights, restricted stock,
unrestricted stock, stock units (including deferred stock units), dividend equivalent rights, other equity-based awards and cash
bonus awards. Any of these awards may, but need not, be made as performance incentives to reward attainment of annual or long-term
performance goals in accordance with the terms hereof. Stock options granted under the Plan may be non-qualified stock options
or incentive stock options, as provided herein.


 


2.            DEFINITIONS


 


For purposes of interpreting the Plan and
related documents (including Award Agreements), the following definitions shall apply:


 


2.1         “2014
Plan Reserve Amount” shall have the meaning set forth in Section 4.1.


 


2.2         “Affiliate”
means, with respect to the Company, any company or other trade or business that controls, is controlled by or is under common control
with the Company within the meaning of Rule 405 of Regulation C under the Securities Act, including, without limitation, any Subsidiary.
For purposes of granting Options or Stock Appreciation Rights, an entity may not be considered an Affiliate of the Company unless
the Company holds a “controlling interest” in such entity, where the term “controlling interest” has the
same meaning as provided in Treasury Regulation Section 1.414(c)-2(b)(2)(i), provided that the language “at least 50 percent”
is used instead of “at least 80 percent” and, provided further, that where granting of Options or Stock Appreciation
Rights is based upon a legitimate business criteria, the language “at least 20 percent” is used instead of “at
least 80 percent” each place it appears in Treasury Regulation Section 1.414(c)-2(b)(2)(i).


 


2.3         “Annual
Incentive Award” means an Award, denominated in cash, made subject to attainment of performance goals (as described in
Section 14) over a Performance Period of up to one (1) year (the Company’s fiscal year, unless otherwise specified
by the Board).


 




    	 



    	 



    

 


2.4         “Applicable
Laws” means the legal requirements relating to the Plan and the Awards under applicable provisions of the corporate,
securities, tax and other laws, rules, regulations and government orders, and the rules of any applicable stock exchange or national
market system, of any jurisdiction applicable to Awards granted to residents therein.


 


2.5         “Award”
means a grant of an Option, Stock Appreciation Right, Restricted Stock, Unrestricted Stock, Stock Units, Dividend Equivalent Right,
Performance Award, Annual Incentive Award, or Other Equity-Based Award under the Plan.


 


2.6         “Award
Agreement” means the agreement between the Company and a Grantee that evidences and sets out the terms and conditions
of an Award.


 


2.7         “Benefit
Arrangement” shall have the meaning set forth in Section 15.


 


2.8         “Board”
means the Board of Directors of the Company.


 


2.9         “Cause”
means, as determined by the Board and unless otherwise provided in an applicable agreement with the Company or an Affiliate,
(i) gross negligence or willful misconduct in connection with the performance of duties; (ii) conviction of a criminal offense
(other than minor traffic offenses); (iii) a material violation of a Company policy; or (iv) a material breach of any term
of any employment, consulting or other services, confidentiality, intellectual property or non-competition agreements, if any,
between the Service Provider and the Company or an Affiliate.


 


2.10       “Change
in Control” means:


 


(1)         The
acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”)
of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than fifty percent (50%)
of either (i) the then outstanding shares of common stock, par value $0.001 per share, of the Company (the “Outstanding
Company Stock”) or (ii) the combined voting power of the then outstanding voting securities of the Company entitled
to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however,
that for purposes of this subsection (1), the following acquisitions shall not constitute a Change in Control: (i) any acquisition
by the Company; (ii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company
or any corporation or trust controlled by the Company; and (iii) any acquisition by any entity pursuant to a transaction which
complies with clauses (i), (ii) and (iii) of subsection (3) of this Section 2.10; or


 


(2)         Individuals
who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least
a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof
whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of
the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent
Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual
or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation
of proxies or consents by or on behalf of a Person other than the Board; or


 




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(3)         Consummation
of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company
(a “Business Combination”), in each case unless, following such Business Combination, (i) all or substantially
all of the individuals and entities who were the beneficial owners of the Outstanding Company Stock and Outstanding Company Voting
Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%)
of, respectively, the then outstanding common shares and the combined voting power of the then outstanding voting securities entitled
to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination (including,
without limitation, a corporation that as a result of such transaction owns the Company or all or substantially all of the Company’s
assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately
prior to such Business Combination of the Outstanding Company Stock and Outstanding Company Voting Securities, as the case may
be, and (ii) no Person (excluding any corporation or trust resulting from such Business Combination or any employee benefit
plan (or related trust) of the Company or such corporation or trust resulting from such Business Combination) beneficially owns,
directly or indirectly, fifty percent (50%) or more of the then outstanding shares of the corporation or trust resulting from such
Business Combination or the combined voting power of the then outstanding voting securities of such corporation or trust except
to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of
the board of directors of the corporation or trust resulting from such Business Combination were members of the Incumbent Board
at the time of the execution of the initial agreement, or of the action of the Board, approving such Business Combination; or


 


(4)         Approval
by the stockholders of the Company of a complete liquidation or dissolution of the Company and consummation of such transaction.


 


2.11       “Code”
means the Internal Revenue Code of 1986, as now in effect or as hereafter amended.


 


2.12       “Committee”
means a committee of, and designated from time to time by resolution of, the Board, which shall be constituted as provided in Section 3.2
(or, if no Committee has been designated, the Board itself).


 


2.13       “Company”
means KineMed, Inc., a Delaware corporation.


 


2.14       “Covered
Employee” means a Grantee who is a covered employee within the meaning of Code Section 162(m)(3).


 


2.15       “Determination
Date” means the Grant Date or such other date as of which the Fair Market Value of a share of Stock is required to be
established for purposes of the Plan.


 




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2.16       “Disability”
means the Grantee is unable to perform each of the essential duties of such Grantee’s position by reason of a medically determinable
physical or mental impairment that is potentially permanent in character or which can be expected to last for a continuous period
of not less than 12 months; provided, however, that, with respect to rules regarding expiration of an Incentive Stock
Option following termination of the Grantee’s Service, Disability shall mean the Grantee is unable to engage in any substantial
gainful activity by reason of a medically determinable physical or mental impairment that can be expected to result in death or
that has lasted or can be expected to last for a continuous period of not less than 12 months.


 


2.17       “Dividend
Equivalent Right” means a right, granted to a Grantee under Section 13, to receive cash, Stock, other Awards
or other property equal in value to dividends paid with respect to a specified number of shares of Stock, or other periodic payments.


 


2.18       “Effective
Date” means the date of the closing of the IPO.


 


2.19       “Exchange
Act” means the Securities Exchange Act of 1934, as now in effect or as hereafter amended.


 


2.20       “Fair
Market Value” means the fair market value of a share of Stock for purposes of the Plan, which shall be determined as
of any Determination Date as follows:


 


(a)          If
on such Determination Date the shares of Stock are listed on a Stock Exchange, or are publicly traded on another established securities
market (a “Securities Market”), the Fair Market Value of a share of Stock shall be the closing price of the
Stock as reported on such Stock Exchange or such Securities Market (provided that, if there is more than one such Stock
Exchange or Securities Market, the Committee shall designate the appropriate Stock Exchange or Securities Market for purposes of
the Fair Market Value determination). If there is no such reported closing price on such Determination Date, the Fair Market Value
of a share of Stock shall be the closing price of the Stock on the next preceding day on which any sale of Stock shall have been
reported on such Stock Exchange or such Securities Market.


 


(b)          If
on such Determination Date the shares of Stock are not listed on a Stock Exchange or publicly traded on a Securities Market, the
Fair Market Value of a share of Stock shall be the value of the Stock as determined by the Committee by the reasonable application
of a reasonable valuation method, in a manner consistent with Code Section 409A.


 


Notwithstanding this Section 2.20 or Section 18.3,
for purposes of determining taxable income and the amount of the related tax withholding obligation pursuant to Section 18.3,
the Fair Market Value will be determined by the Company using any reasonable method; provided further that for any shares of Stock
subject to an Award that are sold by or on behalf of a Grantee on the same date on which such shares may first be sold pursuant
to the terms of the related Award Agreement, the Fair Market Value of such shares shall be the sale price of such shares on such
date (or if sales of such shares are effectuated at more than one sale price, the weighted average sale price of such shares on
such date).


 




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2.21         “Family
Member” means a person who is a spouse, former spouse, child, stepchild, grandchild, parent, stepparent, grandparent,
niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother, sister, brother-in-law, or sister-in-law, including
adoptive relationships, of the Grantee, any person sharing the Grantee’s household (other than a tenant or employee), a trust
in which any one or more of these persons have more than fifty percent (50%) of the beneficial interest, a foundation in which
any one or more of these persons (or the Grantee) control the management of assets, and any other entity in which one or more of
these persons (or the Grantee) own more than fifty percent (50%) of the voting interests.


 


2.22         “Grant
Date” means, as determined by the Board, the latest to occur of (i) the date as of which the Company completes the corporate
action constituting the Award, (ii) the date on which the recipient of an Award first becomes eligible to receive an Award under
Section 6, or (iii) such other date as may be specified by the Board.


 


2.23         “Grantee”
means a person who receives or holds an Award under the Plan.


 


2.24         “Incentive
Stock Option” means an “incentive stock option” within the meaning of Code Section 422, or the corresponding
provision of any subsequently enacted tax statute, as amended from time to time.


 


2.25         “Initial
Public Offering” or “IPO” means the initial firm commitment underwritten registered public offering
by the Company of the Stock.


 


2.26         “Non-qualified
Stock Option” means an Option that is not an Incentive Stock Option.


 


2.27         “Option”
means an option to purchase one or more shares of Stock pursuant to the Plan.


 


2.28         “Option
Price” means the exercise price for each share of Stock subject to an Option.


 


2.29         “Other
Agreement” shall have the meaning set forth in Section 15.


 


2.30         “Outside
Director” means a member of the Board who is not an officer or employee of the Company.


 


2.31         “Other
Equity-Based Award” means a right or other interest that may be denominated or payable in, valued in whole or in part
by reference to, or otherwise based on, or related to, Stock, other than an Option, Stock Appreciation Right, Restricted Stock,
Unrestricted Stock, Stock Units, Dividend Equivalent Right, Performance Award or Annual Incentive Award.


 


2.32         “Parachute
Payment” shall have the meaning set forth in Section 15(i).


 




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2.33         “Performance
Award” means an Award made subject to the attainment of performance goals (as described in Section 14) over
a Performance Period of up to ten (10) years.


 


2.34         “Performance-Based
Compensation” means compensation under an Award that is intended to satisfy the requirements of Code Section 162(m)
for certain performance-based compensation paid to Covered Employees. Notwithstanding the foregoing, nothing in this Plan shall
be construed to mean that an Award which does not satisfy the requirements for performance-based compensation under Code Section 162(m)
does not constitute performance-based compensation for other purposes, including Code Section 409A.


 


2.35         “Performance
Measures” means measures as described in Section 14 on which the performance goals are based and which
are approved by the Company’s stockholders pursuant to this Plan in order to qualify Awards as Performance-Based Compensation.


 


2.36         “Performance
Period” means the period of time during which the performance goals must be met in order to determine the degree of payout
and/or vesting with respect to an Award.


 


2.37         “Plan”
means this KineMed, Inc. 2014 Omnibus Plan, as amended from time to time.


 


2.38         “Prior
Plans” means the KineMed, Inc. 2002 Equity Incentive Plan and 2010 Equity Incentive Plan.


 


2.39         “Purchase
Price” means the purchase price for each share of Stock pursuant to a grant of Restricted Stock, Stock Units or Unrestricted
Stock.


 


2.40         “Reporting
Person” means a person who is required to file reports under Section 16(a) of the Exchange Act.


 


2.41         “Restricted
Stock” means shares of Stock, awarded to a Grantee pursuant to Section 10.


 


2.42         “SAR
Exercise Price” means the per share exercise price of a SAR granted to a Grantee under Section 9.


 


2.43         “SEC”
means the United States Securities and Exchange Commission.


 


2.44         “Securities
Act” means the Securities Act of 1933, as now in effect or as hereafter amended.


 


2.45         “Service”
means service as a Service Provider to the Company or any Affiliate. Unless otherwise stated in the applicable Award Agreement,
a Grantee’s change in position or duties shall not result in interrupted or terminated Service, so long as such Grantee continues
to be a Service Provider to the Company or any Affiliate. Subject to the preceding sentence, whether a termination of Service shall
have occurred for purposes of the Plan shall be determined by the Board, which determination shall be final, binding and conclusive.


 




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2.46         “Service
Provider” means an employee, officer, director, or a consultant or adviser (who is a natural person) currently providing
services to the Company or any of its Affiliates.


 


2.47         “Stock”
means the common stock, par value $0.001 per share, of the Company.


 


2.48         “Stock
Appreciation Right” or “SAR” means a right granted to a Grantee under Section 9.


 


2.49         “Stock
Exchange” means The NASDAQ Stock Exchange LLC, any successor thereto or another established national or regional stock
exchange.


 


2.50         “Stock
Unit” means an Award representing the equivalent of one share of Stock awarded to a Grantee pursuant to Section 10
that will be settled in an amount in cash, shares of Stock or both, subject to the terms and conditions of the Award.


 


2.51         “Subsidiary”
means any “subsidiary corporation” of the Company within the meaning of Code Section 424(f).


 


2.52         “Substitute
Award” means an Award granted upon assumption of, or in substitution for, outstanding awards previously granted by a
company or other entity acquired by the Company or an Affiliate or with which the Company or an Affiliate combines.


 


2.53         “Ten
Percent Stockholder” means an individual who owns more than ten percent (10%) of the total combined voting power of all
classes of outstanding voting securities of the Company, its parent or any of its Subsidiaries. In determining stock ownership,
the attribution rules of Code Section 424(d) shall be applied.


 


2.54         “Unrestricted
Stock” shall have the meaning set forth in Section 11.


 


3.            ADMINISTRATION
OF THE PLAN 


 


3.1.          Board.


 


The Board shall have such powers and authorities
related to the administration of the Plan as are consistent with the Company’s certificate of incorporation and by-laws and
Applicable Laws. The Board shall have full power and authority to take all actions and to make all determinations required or provided
for under the Plan, any Award or any Award Agreement, and shall have full power and authority to take all such other actions and
make all such other determinations not inconsistent with the specific terms and provisions of the Plan that the Board deems to
be necessary or appropriate to the administration of the Plan, any Award or any Award Agreement. All such actions and determinations
shall be by the affirmative vote of a majority of the members of the Board present at a meeting at which a quorum is present or
by unanimous consent of the Board executed in writing in accordance with the Company’s certificate of incorporation and by-laws
and Applicable Laws. The interpretation and construction by the Board of any provision of the Plan, any Award or any Award Agreement
shall be final, binding and conclusive.


 




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3.2.       Committee.


 


The Board from time to time may delegate
to the Committee such powers and authorities related to the administration and implementation of the Plan, as set forth in Section 3.1
above and other applicable provisions, as the Board shall determine, consistent with the Company’s certificate of incorporation
and by-laws and Applicable Laws.


 


(i)          Except
as provided in Subsection (ii) and except as the Board may otherwise determine, the Committee, if any, appointed by the Board to
administer the Plan shall consist of two or more Outside Directors of the Company who: (a) qualify as “outside directors”
within the meaning of Section 162(m) of the Code and who (b) meet such other requirements as may be established from time to time
by the SEC for plans intended to qualify for exemption under Rule 16b-3 (or its successor) under the Exchange Act and who (c) comply
with the independence requirements of the Stock Exchange on which the shares of Stock are listed.


 


(ii)         The
Board may also appoint one or more separate committees of the Board, each composed of one or more directors of the Company who
need not be Outside Directors, who may administer the Plan with respect to employees or other Service Providers who are not executive
officers (as defined under Rule 3b-7 or the Exchange Act) or directors of the Company, may grant Awards under the Plan to such
employees or other Service Providers, and may determine all terms of such Awards, subject to the requirements of Code Section 162(m),
Rule 16b-3 and the rules of the Stock Exchange on which the shares of Stock are listed.


 


In the event that the Plan, any Award or
any Award Agreement entered into hereunder provides for any action to be taken by or determination to be made by the Board, such
action may be taken or such determination may be made by a Committee if the power and authority to do so has been delegated
(and such delegated authority has not been revoked) to such Committee by the Board as provided for in this Section. Unless
otherwise expressly determined by the Board, any such action or determination by the Committee shall be final, binding and conclusive.
To the extent permitted by law, the Committee may delegate its authority under the Plan to a member of the Board who is an Outside
Director satisfying the requirements of Subsection (i)(a)-(c) of this Section 3.2, provided, however, that the Committee
may delegate its authority under the Plan to make grants to employees or other Service Providers who are not members of the Board
or executive officers (as defined under Rule 3b-7 or the Exchange Act) to a member of the Board who is not an Outside Director.


 




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3.3.       Terms
of Awards.


 


Subject to the other terms and conditions
of the Plan, the Board shall have full and final authority to:


 


(i)          designate
Grantees;


 


(ii)         determine
the type or types of Awards to be made to a Grantee;


 


(iii)        determine
the number of shares of Stock to be subject to an Award;


 


(iv)        establish
the terms and conditions of each Award (including, but not limited to, the exercise price of any Option, the nature and duration
of any restriction or condition (or provision for lapse thereof) relating to the vesting, exercise, transfer, or forfeiture of
an Award or the shares of Stock subject thereto, the treatment of an Award in the event of a Change in Control, and any terms or
conditions that may be necessary to qualify Options as Incentive Stock Options);


 


(v)         prescribe
the form of each Award Agreement evidencing an Award; and


 


(vi)        amend,
modify, or reprice the terms of any outstanding Award. Such authority specifically includes the authority, in order to effectuate
the purposes of the Plan but without amending the Plan, to make or modify Awards to eligible individuals who are foreign nationals
or are individuals who are employed outside the United States to recognize differences in local law, tax policy, or custom.
Notwithstanding the foregoing, no amendment, modification or supplement of any Award shall, without the consent of the Grantee,
impair the Grantee’s rights under such Award.


 


3.4.       Forfeiture;
Recoupment. 


 


The Company may reserve the right in an
Award Agreement to cause a forfeiture of the gain realized by a Grantee with respect to an Award thereunder on account of actions
taken by, or failed to be taken by, such Grantee in violation or breach of or in conflict with any (a) employment agreement, (b)
non-competition agreement, (c) agreement prohibiting solicitation of employees or clients of the Company or any Affiliate, (d)
confidentiality obligation with respect to the Company or any Affiliate, or (e) other agreement, as and to the extent specified
in such Award Agreement. The Company may annul an outstanding Award if the Grantee thereof is an employee and is terminated for
Cause as defined in the Plan or the applicable Award Agreement or for “cause” as defined in any other agreement between
the Company or any Affiliate and such Grantee, as applicable.


 


Any Award granted pursuant to the Plan is
subject to mandatory repayment by the Grantee to the Company to the extent the Grantee is or in the future becomes subject to any
Company “clawback” or recoupment policy that requires the repayment by the Grantee to the Company of compensation paid
by the Company to the Grantee in the event that the Grantee fails to comply with, or violates, the terms or requirements of such
policy. Such policy may authorize the Company to recover from a Grantee incentive-based compensation (including Options awarded
as compensation) awarded to or received by such Grantee during a period of up to three (3) years, as determined by the Committee,
preceding the date on which the Company is required to prepare an accounting restatement due to material noncompliance by the Company,
as a result of misconduct, with any financial reporting requirement under the federal securities laws.


 




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Furthermore, if the Company is required
to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial
reporting requirement under the federal securities laws, and any Award Agreement so provides, any Grantee of an Award under such
Award Agreement who knowingly engaged in such misconduct, was grossly negligent in engaging in such misconduct, knowingly failed
to prevent such misconduct or was grossly negligent in failing to prevent such misconduct, shall reimburse the Company the amount
of any payment in settlement of an Award earned or accrued during the 12-month period following the first public issuance or filing
with the SEC (whichever first occurred) of the financial document that contained information affected by such material noncompliance.


 


Notwithstanding any other provision of the
Plan or any provision of any Award Agreement, if the Company is required to prepare an accounting restatement, then Grantees shall
forfeit any cash or shares of Stock received in connection with an Award (or an amount equal to the Fair Market Value of such shares
of Stock on the date of delivery if the Grantee no longer holds the shares of Stock) if pursuant to the terms of the Award Agreement
for such Award, the amount of the Award earned or the vesting in the Award was explicitly based on the achievement of pre-established
performance goals set forth in the Award Agreement (including earnings, gains, or other performance goals) that are later determined,
as a result of the accounting restatement, not to have been achieved


 


3.5.       Repricing.


 


Except in connection with a corporate transaction
involving the Company (including, without limitation, any stock dividend, distribution (whether in the form of cash, shares of
Stock, other securities or other property), stock split, extraordinary cash dividend, recapitalization, change in control, reorganization,
merger, consolidation, split-up, spin-off, combination, repurchase or exchange of shares of Stock or other securities or similar
transaction), the Company may not, without obtaining stockholder approval: (a) amend the terms of outstanding Options or SARs
to reduce the exercise price of such outstanding Options or SARs; (b) cancel outstanding Options or SARs in exchange for or
substitution of Options or SARs with an exercise price that is less than the exercise price of the original Options or SARs; or
(c) cancel outstanding Options or SARs with an exercise price above the current stock price in exchange for cash or other
securities.


 


3.6.       Deferral
Arrangement.


 





The Board may permit or require the deferral
of any award payment into a deferred compensation arrangement, subject to such rules and procedures as it may establish, which
may include provisions for the payment or crediting of interest or dividend equivalents, including converting such credits into
deferred Stock equivalents and restricting deferrals to comply with hardship distribution rules affecting 401(k) plans. Any such
deferrals shall be made in a manner that complies with Code Section 409A.


 






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3.7.       No
Liability.


 


No member of the Board or the Committee
shall be liable for any action or determination made in good faith with respect to the Plan or any Award or Award Agreement.


 


3.8.       Stock
Issuance/Book-Entry.


 


Notwithstanding any provision of this Plan
to the contrary, the issuance of the shares of Stock under the Plan may be evidenced in such a manner as the Board, in its discretion,
deems appropriate, including, without limitation, book-entry registration or issuance of one or more share certificates.


 


4.            STOCK
SUBJECT TO THE PLAN


 


4.1.       Number
of Shares of Stock Available for Awards.


 


Subject to the other provisions of this
Section 4 and subject to adjustment as provided under the Plan, the total number of shares of Stock that shall be authorized
for issuance for Awards under the Plan shall be equal to 50,000,000 (“2014 Plan Reserve Amount”). Any shares
of Stock related to awards outstanding under the Prior Plans as of the Effective Date which thereafter terminate by expiration,
forfeiture, cancellation, or otherwise without the issuance of such shares shall be added to, and included in, the 2014 Plan Reserve
Amount. Such shares of Stock may be authorized and unissued shares of Stock or treasury shares of Stock or any combination of the
foregoing, as may be determined from time to time by the Board or by the Committee. In addition, commencing on January 1, 2015
and continuing until the expiration of the plan, the number of shares of Stock available for issuance under the Plan shall automatically
increase in an amount equal to 4% of the total number of shares of Outstanding Company Stock on December 31st of the preceding
calendar year. Notwithstanding the foregoing, the Board may act prior to the first day of any calendar year, to provide that there
shall be no increase in the share reserve for such calendar year or that the increase in the share reserve for such calendar year
shall be a lesser number of shares of Stock than would otherwise occur pursuant to the preceding sentence. Any of the shares of
Stock available for issuance under the Plan may be used for any type of Award under the Plan.


 


4.2.       Adjustments
in Authorized Shares of Stock.


 


The Board shall have the right to substitute
or assume Awards in connection with mergers, reorganizations, separations, or other transactions to which Code Section 424(a) applies.
The number of shares of Stock reserved pursuant to Section 4 shall be increased by the corresponding number of awards
assumed and, in the case of a substitution, by the net increase in the number of shares of Stock subject to awards before and after
the substitution. Available shares under a stockholder approved plan of an acquired company (as appropriately adjusted to reflect
the transaction) may be used for Awards under the Plan and do not reduce the number of shares of Stock available under the Plan,
subject to applicable stock exchange requirements.


 




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4.3.       Share
Usage.


 


Shares of Stock covered by an Award shall
be counted as used as of the Grant Date. Any shares of Stock that are subject to Awards shall be counted against the limit set
forth in Section 4.1 as one (1) share of Stock for every one (1) share of Stock subject to an Award. With respect to
SARs, the number of shares of Stock subject to an award of SARs will be counted against the aggregate number of shares of Stock
available for issuance under the Plan regardless of the number of shares of Stock actually issued to settle the SAR upon exercise.
If any shares of Stock covered by an Award granted under the Plan are not purchased or are forfeited or expire, or if an Award
otherwise terminates without delivery of any shares of Stock subject thereto or is settled in cash in lieu of shares of Stock,
then the number of shares of Stock counted against the aggregate number of shares of Stock available under the Plan with respect
to such Award shall, to the extent of any such forfeiture, termination or expiration, again be available for making Awards under
the Plan in the same amount as such shares of Stock were counted against the limit set forth in Section 4.1. The number
of shares of Stock available for issuance under the Plan shall not be increased by the number of shares of Stock (i) tendered
or withheld or subject to an Award surrendered in connection with the purchase of shares of Stock upon exercise of an Option as
provided in Section 12.2, (ii) deducted or delivered from payment of an Award in connection with the Company’s
tax withholding obligations as provided in Section 18.3 or (iii) purchased by the Company with proceeds from Option
exercises.


 


If any shares of Stock covered by an Award
under the Prior Plans (i) expires or otherwise terminate without having been exercised in full or (ii) is settled in cash, the
shares of Stock shall revert to and become available for issuance under the Plan.


 


5.            EFFECTIVE
DATE, DURATION AND AMENDMENTS


 


5.1.       Effective
Date.


 


The Plan shall be effective as of the Effective
Date. Following the Effective Date, no awards shall be made under the Prior Plans.


 


5.2.       Term.


 


The Plan shall terminate automatically ten
(10) years after the Effective Date and may be terminated on any earlier date as provided in Section 5.3.


 


5.3.       Amendment
and Termination of the Plan.


 





The Board may, at any time and from time
to time, amend, suspend, or terminate the Plan as to any shares of Stock as to which Awards have not been made. An amendment shall
be contingent on approval of the Company’s shareholders to the extent stated by the Board, required by Applicable Laws or
required by the Stock Exchange on which the shares of Stock are listed. No amendment, suspension, or termination of the Plan shall,
without the consent of the Grantee, impair rights or obligations under any Award theretofore awarded under the Plan.


 






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6.            AWARD
eligibility AND LIMITATIONS


 


6.1.       Service
Providers and Other Persons.


 


Subject to this Section 6, Awards
may be made under the Plan to: (i) any Service Provider, as the Board shall determine and designate from time to time and (ii)
any other individual whose participation in the Plan is determined to be in the best interests of the Company by the Board.


 


6.2.       Limitation
on Shares of Stock Subject to Awards and Cash Awards.


 


During any time when the Company has a class
of equity securities registered under Section 12 of the Exchange Act and the transition period under Treasury Regulation Section
1.162-27(f)(2) has lapsed or does not apply:


 


(i) the maximum number of shares of Stock
subject to Options or SARs that can be granted under the Plan to any person eligible for an Award under Section 6 is
17,500,000 in a calendar year;


 


(ii) the maximum number of shares of Stock
that can be granted under the Plan, other than pursuant to an Option or SARs, to any person eligible for an Award under Section 6
is 8,750,000 in a calendar year; and


 


(iii) the maximum amount that may be paid
as an Annual Incentive Award in a calendar year to any person eligible for an Award shall be $1,000,000 and the maximum
amount that may be paid as a cash-settled Performance Award in respect of a performance period by any person eligible for an Award
shall be $3,000,000.


 


The preceding limitations in this Section 6.2
are subject to adjustment as provided in Section 17.


 


6.3.       Stand-Alone,
Additional, Tandem and Substitute Awards.


 


Subject to Section 3.4, Awards granted
under the Plan may, in the discretion of the Board, be granted either alone or in addition to, in tandem with, or in substitution
or exchange for, any other Award or any award granted under another plan of the Company, any Affiliate, or any business entity
to be acquired by the Company or an Affiliate, or any other right of a Grantee to receive payment from the Company or any Affiliate.
Such additional, tandem, and substitute or exchange Awards may be granted at any time. If an Award is granted in substitution or
exchange for another Award, the Board shall require the surrender of such other Award in consideration for the grant of the new
Award. In addition, Awards may be granted in lieu of cash compensation, including in lieu of cash amounts payable under other plans
of the Company or any Affiliate. Notwithstanding Section 8.1 and Section 9.1, the Option Price of an Option or the
grant price of an SAR that is a Substitute Award may be less than 100% of the Fair Market Value of a share of Stock on the original
date of grant; provided, that, the Option Price or grant price is determined in accordance with the principles of Code Section
424 and the regulations thereunder for any Incentive Stock Option and consistent with Code Section 409A for any other Option or
SAR.


 




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7.           AWARD
AGREEMENT


 


Each Award granted pursuant to the Plan
shall be evidenced by an Award Agreement, in such form or forms as the Board shall from time to time determine. Award Agreements
granted from time to time or at the same time need not contain similar provisions but shall be consistent with the terms of the
Plan. Each Award Agreement evidencing an Award of Options shall specify whether such Options are intended to be Non-qualified Stock
Options or Incentive Stock Options, and in the absence of such specification such options shall be deemed Non-qualified Stock Options.


 


8.           TERMS
AND CONDITIONS OF OPTIONS


 


8.1.       Option
Price.


 


The Option Price of each Option shall be
fixed by the Board and stated in the Award Agreement evidencing such Option. Except in the case of Substitute Awards, the
Option Price of each Option shall be at least the Fair Market Value of a share of Stock on the Grant Date; provided, however,
that in the event that a Grantee is a Ten Percent Stockholder, the Option Price of an Option granted to such Grantee that is intended
to be an Incentive Stock Option shall be not less than one hundred ten percent (110%) of the Fair Market Value of a share of Stock
on the Grant Date. In no case shall the Option Price of any Option be less than the par value of a share of Stock.


 


8.2.       Vesting;
Exercisability.


 


Subject to Sections 8.3 and 17.3,
each Option granted under the Plan shall become exercisable at such times and under such conditions as shall be determined by the
Board and stated in the Award Agreement. For purposes of this Section 8.2, fractional numbers of shares of Stock subject
to an Option shall be rounded down to the next nearest whole number.


 


8.3.       Term.


 


Each Option granted under the Plan shall
terminate, and all rights to purchase shares of Stock thereunder shall cease, upon the expiration of ten (10) years from the date
such Option is granted, or under such circumstances and on such date prior thereto as is set forth in the Plan or as may be fixed
by the Board and stated in the Award Agreement relating to such Option; provided, however, that in the event that
the Grantee is a Ten Percent Stockholder, an Option granted to such Grantee that is intended to be an Incentive Stock Option shall
not be exercisable after the expiration of five (5) years from its Grant Date.



 




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8.4.       Termination
of Service.


 


Each Award Agreement shall set forth the
extent to which the Grantee shall have the right to exercise the Option following termination of the Grantee’s Service. Such
provisions shall be determined in the sole discretion of the Board, need not be uniform among all Options issued pursuant to the
Plan, and may reflect distinctions based on the reasons for termination of Service.


 


8.5.       Limitations
on Exercise of Option.


 


Notwithstanding any other provision of the
Plan, in no event may any Option be exercised, in whole or in part, prior to the date the Plan is approved by the stockholders
of the Company as provided herein or after the occurrence of an event referred to in Section 17 which results in termination
of the Option.


 


8.6.       Method
of Exercise.


 


Subject to the terms of Section 12
and Section 18.3, an Option that is exercisable may be exercised by the Grantee’s delivery to the Company
of notice of exercise on any business day, at the Company’s principal office, on the form specified by the Company and in
accordance with any additional procedures specified by the Board. Such notice shall specify the number of shares of Stock with
respect to which the Option is being exercised and shall be accompanied by payment in full of the Option Price of the shares of
Stock for which the Option is being exercised plus the amount (if any) of federal and/or other taxes which the Company may, in
its judgment, be required to withhold with respect to such exercise.


 


8.7.       Rights
of Holders of Options.


 


Unless otherwise stated in the applicable
Award Agreement, an individual or entity holding or exercising an Option shall have none of the rights of a stockholder (for example,
the right to receive cash or dividend payments or distributions attributable to the subject shares of Stock or to direct the voting
of the subject shares of Stock) until the shares of Stock covered thereby are fully paid and issued to such individual or entity.
Except as provided in Section 17, no adjustment shall be made for dividends, distributions or other rights for which
the record date is prior to the date of such issuance.


 


8.8.       Delivery
of Stock Certificates.


 


Promptly after the exercise of an Option
by a Grantee and the payment in full of the Option Price, such Grantee shall be entitled to the issuance of a stock certificate
or certificates evidencing his or her ownership of the shares of Stock subject to the Option.


 






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8.9.       Transferability
of Options.


 





Except as provided in Section 8.10,
during the lifetime of a Grantee, only the Grantee (or, in the event of legal incapacity or incompetency, the Grantee’s guardian
or legal representative) may exercise an Option. Except as provided in Section 8.10, no Option shall be assignable
or transferable by the Grantee to whom it is granted, other than by will or the laws of descent and distribution.


 


8.10.     Family
Transfers. 


 


If authorized in the applicable Award Agreement
or by the Board, in its sole discretion, a Grantee may transfer, not for value, all or part of an Option that is not an Incentive
Stock Option to any Family Member. For the purpose of this Section 8.10, a “not for value” transfer is
a transfer that is (i) a gift; (ii) a transfer under a domestic relations order in settlement of marital property rights; or (iii)
unless Applicable Law does not permit such transfer, a transfer to an entity in which more than fifty percent (50%) of the voting
interests are owned by Family Members (or the Grantee) in exchange for an interest in that entity. Following a transfer under this
Section 8.10, any such Option shall continue to be subject to the same terms and conditions as were applicable immediately
prior to transfer, and shares of Stock acquired pursuant to the Option shall be subject to the same restrictions on transfer of
shares as would have applied to the Grantee. Subsequent transfers of transferred Options are prohibited except to Family Members
of the original Grantee in accordance with this Section 8.10 or by will or the laws of descent and distribution.
The events of termination of Service of Section 8.4 shall continue to be applied with respect to the original Grantee,
following which the Option shall be exercisable by the transferee only to the extent, and for the periods specified, in Section 8.4.



 


8.11.     Limitations
on Incentive Stock Options.


 


An Option shall constitute an Incentive
Stock Option only (i) if the Grantee of such Option is an employee of the Company or any Subsidiary of the Company; (ii) to the
extent specifically provided in the related Award Agreement; and (iii) to the extent that the aggregate Fair Market Value (determined
at the time the Option is granted) of the shares of Stock with respect to which all Incentive Stock Options held by such Grantee
become exercisable for the first time during any calendar year (under the Plan and all other plans of the Grantee’s employer
and its Affiliates) does not exceed $100,000. Except to the extent provided in the regulations under Code Section 422, this limitation
shall be applied by taking Options into account in the order in which they were granted.


 


8.12.     Notice
of Disqualifying Disposition.


 


If any Grantee shall make any disposition
of shares of Stock issued pursuant to the exercise of an Incentive Stock Option under the circumstances described in Code Section
421(b) (relating to certain disqualifying dispositions), such Grantee shall notify the Company of such disposition within ten (10)
days thereof.


 




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9.           TERMS
AND CONDITIONS OF stock Appreciation Rights


 


9.1.       Right
to Payment and Grant Price.


 


A SAR shall confer on the Grantee to whom
it is granted a right to receive, upon exercise thereof, the excess of (A) the Fair Market Value of one share of Stock on the date
of exercise over (B) the SAR Exercise Price as determined by the Board. The Award Agreement for a SAR shall specify the SAR Exercise
Price, which shall be at least the Fair Market Value of a share of Stock on the Grant Date. SARs may be granted in conjunction
with all or part of an Option granted under the Plan or at any subsequent time during the term of such Option, in conjunction with
all or part of any other Award or without regard to any Option or other Award; provided that a SAR that is granted subsequent to
the Grant Date of a related Option must have a SAR Exercise Price that is no less than the Fair Market Value of one share of Stock
on the SAR Grant Date.


 


9.2.       Other
Terms.


 


The Board shall determine on the Grant Date
or thereafter, the time or times at which and the circumstances under which a SAR may be exercised in whole or in part (including
based on achievement of performance goals and/or future service requirements), the time or times at which SARs shall cease to be
or become exercisable following termination of Service or upon other conditions, the method of exercise, method of settlement,
form of consideration payable in settlement, method by or forms in which shares of Stock will be delivered or deemed to be delivered
to Grantees, whether or not a SAR shall be in tandem or in combination with any other Award, and any other terms and conditions
of any SAR.


 


9.3.       Term.


 


Each SAR granted under the Plan shall terminate,
and all rights thereunder shall cease, upon the expiration of ten (10) years from the date such SAR is granted, or under such circumstances
and on such date prior thereto as is set forth in the Plan or as may be fixed by the Board and stated in the Award Agreement relating
to such SAR.


 


9.4.       Transferability
of SARs.


 


Except as provided in Section 9.5,
during the lifetime of a Grantee, only the Grantee (or, in the event of legal incapacity or incompetency, the Grantee’s guardian
or legal representative) may exercise a SAR. Except as provided in Section 9.5, no SAR shall be assignable or transferable
by the Grantee to whom it is granted, other than by will or the laws of descent and distribution.


 






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9.5.       Family
Transfers.


 





If authorized in the applicable Award Agreement
or by the Board, in its sole discretion, a Grantee may transfer, not for value, all or part of a SAR to any Family Member. For
the purpose of this Section 9.5, a “not for value” transfer is a transfer that is (i) a gift; (ii) a transfer
under a domestic relations order in settlement of marital property rights; or (iii) unless Applicable Law does not permit such
transfers, a transfer to an entity in which more than fifty percent (50%) of the voting interests are owned by Family Members (or
the Grantee) in exchange for an interest in that entity. Following a transfer under this Section 9.5, any such SAR
shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer, and shares of Stock
acquired pursuant to a SAR shall be subject to the same restrictions on transfer or shares as would have applied to the Grantee.
Subsequent transfers of transferred SARs are prohibited except to Family Members of the original Grantee in accordance with this
Section 9.5 or by will or the laws of descent and distribution.


 


10.         TERMS
AND CONDITIONS OF RESTRICTED STOCK and STOCK units


 


10.1.     Grant
of Restricted Stock or Stock Units.


 


Awards of Restricted Stock or Stock Units
may be made for no consideration (other than par value of the shares of Stock which is deemed paid by past or future Services to
the Company or an Affiliate).


 


10.2.     Restrictions.


 


At the time a grant of Restricted Stock
or Stock Units is made, the Board may, in its sole discretion, establish a period of time (a “restricted period”) applicable
to such Restricted Stock or Stock Units. Each Award of Restricted Stock or Stock Units may be subject to a different restricted
period. The Board may in its sole discretion, at the time a grant of Restricted Stock or Stock Units is made, prescribe restrictions
in addition to or other than the expiration of the restricted period, including the achievement of corporate or individual performance
objectives, which may be applicable to all or any portion of the Restricted Stock or Stock Units as described in Section 14.
Neither Restricted Stock nor Stock Units may be sold, transferred, assigned, pledged or otherwise encumbered or disposed of during
the restricted period or prior to the satisfaction of any other restrictions prescribed by the Board with respect to such Restricted
Stock or Stock Units.


 


10.3.     Restricted
Stock Certificates.


 


Subject to Section 3.8, the Company
shall issue, in the name of each Grantee to whom Restricted Stock have been granted, stock certificates representing the total
number of Restricted Stock granted to the Grantee, as soon as reasonably practicable after the Grant Date. The Board may provide
in an Award Agreement with respect to an Award of Restricted Stock that either (i) the Secretary of the Company shall hold
such share certificates for the Grantee’s benefit until such time as the shares of Restricted Stock are forfeited to the
Company or the restrictions lapse and the Grantee shall deliver a stock power to the Company with respect to each share certificate,
or (ii) such share certificates shall be delivered to the Grantee, provided, however, that such share certificates
shall bear a legend or legends that comply with the applicable securities laws and regulations and makes appropriate reference
to the restrictions imposed under the Plan and the Award Agreement. Pursuant to Section 3.8, to the extent Restricted Stock
is represented by a book entry, such book entry will contain an appropriate legend or restriction similar to the foregoing.


 




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10.4.       Rights
of Holders of Restricted Stock.


 


Unless the Board otherwise provides in an
Award Agreement, holders of Restricted Stock shall have the right to vote such shares of Stock and the right to receive any dividends
declared or paid with respect to such shares of Stock. The Board may provide that any dividends paid on Restricted Stock must be
reinvested in shares of Stock, which may or may not be subject to the same vesting conditions and restrictions applicable to such
Restricted Stock. All distributions, if any, received by a Grantee with respect to Restricted Stock as a result of any stock split,
stock dividend, combination of stock, or other similar transaction shall be subject to the restrictions applicable to the original
Grant.


 


10.5.       Rights
of Holders of Stock Units.


 


10.5.1.          
Voting and Dividend Rights.


 


Holders of Stock Units shall have no rights
as stockholders of the Company. The Board may provide in an Award Agreement evidencing a grant of Stock Units that the holder of
such Stock Units shall be entitled to receive, upon the Company’s payment of a cash dividend on its outstanding shares of
Stock, a cash payment for each Stock Unit held equal to the per-stock dividend paid on the shares of Stock. Such Award Agreement
may also provide that such cash payment will be deemed reinvested in additional Stock Units at a price per unit equal to the Fair
Market Value of a share of Stock on the date on which such dividend is paid.


 


10.5.2.          
Creditor’s Rights.


 


A holder of Stock Units shall have no rights
other than those of a general creditor of the Company. Stock Units represent an unfunded and unsecured obligation of the Company,
subject to the terms and conditions of the applicable Award Agreement.


 


10.6.       Termination
of Service.


 


Unless the Board otherwise provides in an
Award Agreement or in writing after the Award Agreement is issued, upon the termination of a Grantee’s Service, any Restricted
Stock or Stock Units held by such Grantee that have not vested, or with respect to which all applicable restrictions and conditions
have not lapsed, shall immediately be deemed forfeited. Upon forfeiture of Restricted Stock or Stock Units, the Grantee shall have
no further rights with respect to such Award, including but not limited to any right to vote Restricted Stock or any right to receive
dividends with respect to Restricted Stock or Stock Units.


 


10.7.       Purchase
of Restricted Stock and Shares of Stock Subject to Stock Units.


 


The Grantee shall be required, to the extent
required by Applicable Laws, to purchase the Restricted Stock or shares of Stock subject to vested Stock Units from the Company
at a Purchase Price equal to the greater of (i) the aggregate par value of the shares of Stock represented by such Restricted Stock
or Stock Units or (ii) the Purchase Price, if any, specified in the Award Agreement relating to such Restricted Stock or Stock
Units. The Purchase Price shall be payable in a form described in Section 12 or, in the discretion of the Board, in
consideration for past or future Service rendered or to be rendered to the Company or an Affiliate.


 




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10.8.     Delivery
of Shares of Stock.


 


Upon the expiration or termination of any
restricted period and the satisfaction of any other conditions prescribed by the Board, the restrictions applicable to Restricted
Stock or Stock Units settled in shares of Stock shall lapse, and, unless otherwise provided in the Award Agreement, a stock certificate
for such shares of Stock shall be delivered, free of all such restrictions, to the Grantee or the Grantee’s beneficiary or
estate, as the case may be. Neither the Grantee, nor the Grantee’s beneficiary or estate, shall have any further rights with
regard to a Stock Unit once the share of Stock represented by the Stock Unit has been delivered.


 


11.         TERMS
AND CONDITIONS OF UNRESTRICTED STOCK AWARDS and other equity-based awards


 


The Board may, in its sole discretion, grant
(or sell at par value or such other higher purchase price determined by the Board) an Unrestricted Stock Award to any Grantee pursuant
to which such Grantee may receive shares of Stock free of any restrictions (“Unrestricted Stock”) under the Plan. Unrestricted
Stock Awards may be granted or sold as described in the preceding sentence in respect of past or future services and other valid
consideration, or in lieu of, or in addition to, any cash compensation due to such Grantee.


 


The Board may, in its sole discretion, grant
Awards to Participants in the form of Other Equity-Based Awards, as deemed by the Board to be consistent with the purposes of the
Plan. Awards granted pursuant to this paragraph may be granted with vesting, value and/or payment contingent upon the attainment
of one or more performance goals. The Board shall determine the terms and conditions of such Awards at the date of grant or thereafter.
Unless the Board otherwise provides in an Award Agreement or in writing after the Award Agreement is issued, upon the termination
of a Grantee’s Service, any Other Equity-Based Awards held by such Grantee that have not vested, or with respect to which
all applicable restrictions and conditions have not lapsed, shall immediately be deemed forfeited. Upon forfeiture of Other Equity-Based
Awards, the Grantee shall have no further rights with respect to such Award.


 


12.         FORM
OF PAYMENT FOR OPTIONS AND RESTRICTED STOCK


 


12.1.     General
Rule.


 


Payment of the Option Price for the shares
of Stock purchased pursuant to the exercise of an Option or the Purchase Price, if any, for Restricted Stock shall be made in cash
or in cash equivalents acceptable to the Company.


 






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12.2.     Surrender
of Shares of Stock.


 





To the extent the Award Agreement so provides,
payment of the Option Price for shares of Stock purchased pursuant to the exercise of an Option or the Purchase Price for Restricted
Stock may be made all or in part through the tender or attestation to the Company of shares of Stock, which shall be valued, for
purposes of determining the extent to which the Option Price or Purchase Price has been paid thereby, at their Fair Market Value
on the date of such tender or attestation.


 


12.3.     Cashless
Exercise.


 


With respect to an Option only (and not
with respect to Restricted Stock), to the extent permitted by law and to the extent the Award Agreement so provides, payment of
the Option Price for shares of Stock purchased pursuant to the exercise of an Option may be made all or in part by delivery (on
a form acceptable to the Board) of an irrevocable direction to a licensed securities broker acceptable to the Company to sell shares
of Stock and to deliver all or part of the sales proceeds to the Company in payment of the Option Price and any withholding taxes
described in Section 18.3, or, with the consent of the Company, by issuing the number of shares of Stock equal
in value to the difference between the Option Price and the Fair Market Value of the shares of Stock subject to the portion of
the Option being exercised.


 


12.4.     Other
Forms of Payment.


 


To the extent the Award Agreement so provides
and/or unless otherwise specified in an Award Agreement, payment of the Option Price for shares of Stock purchased pursuant to
exercise of an Option or the Purchase Price, if any, for Restricted Stock may be made in any other form that is consistent with
Applicable Laws, regulations and rules, including, without limitation, Service by the Grantee thereof to the Company or an Affiliate.


 


13.          TERMS
AND CONDITIONS OF Dividend Equivalent RIGHTS


 


13.1.     Dividend
Equivalent Rights.


 


A Dividend Equivalent Right is an Award
entitling the recipient to receive credits based on cash distributions that would have been paid on the shares of Stock specified
in the Dividend Equivalent Right (or other award to which it relates) if such shares of Stock had been issued to and held by the
recipient. A Dividend Equivalent Right may be granted hereunder to any Grantee, provided that no Dividend Equivalent Rights
may be granted in connection with, or related to, an Award of Options or SARs. The terms and conditions of Dividend Equivalent
Rights shall be specified in the grant. Dividend equivalents credited to the holder of a Dividend Equivalent Right may be paid
currently or may be deemed to be reinvested in additional shares of Stock, which may thereafter accrue additional equivalents.
Any such reinvestment shall be at Fair Market Value on the date of reinvestment. Dividend Equivalent Rights may be settled in cash
or shares of Stock or a combination thereof, in a single installment or installments, all determined in the sole discretion of
the Board. A Dividend Equivalent Right granted as a component of another Award may provide that such Dividend Equivalent Right
shall be settled upon exercise, settlement, or payment of, or lapse of restrictions on, such other award, and that such Dividend
Equivalent Right shall expire or be forfeited or annulled under the same conditions as such other award. A Dividend Equivalent
Right granted as a component of another Award may also contain terms and conditions different from such other Award; provided,
however, that cash amounts credited pursuant to a Dividend Equivalent Right granted as a component of another Award which vests
or is earned based upon achievement of performance goals shall not vest or be paid unless the performance goals for such underlying
Award are achieved.


 




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13.2.     Termination
of Service.


 


Unless the Board otherwise provides in an
Award Agreement or in writing after the Award Agreement is issued, a Grantee’s rights in all Dividend Equivalent Rights or
interest equivalents shall automatically terminate upon such Grantee’s termination of Service for any reason.


 


14.          TERMS
AND CONDITIONS OF PERFORMANCE AWARDS and Annual Incentive Awards


 


14.1.     Grant
of Performance Awards and Annual Incentive Awards.


 


Subject to the terms and provisions of this
Plan, the Board, at any time and from time to time, may grant Performance Awards and/or Annual Incentive Awards to a Plan participant
in such amounts and upon such terms as the Committee shall determine.


 


14.2.     Value
of Performance Awards and Annual Incentive Awards.


 


Each Performance Award and Annual Incentive
Award shall have an initial value that is established by the Board at the time of grant. The Board shall set performance goals
in its discretion which, depending on the extent to which they are met, will determine the value and/or number of Performance Awards
that will be paid out to the Plan participant.


 


14.3.     Earning
of Performance Awards and Annual Incentive Awards.


 


Subject to the terms of this Plan, after
the applicable Performance Period has ended, the holder of Performance Awards or Annual Incentive Awards shall be entitled to receive
payout on the value and number of the Performance Awards or Annual Incentive Awards earned by the Plan participant over the Performance
Period, to be determined as a function of the extent to which the corresponding performance goals have been achieved.


 


14.4.     Form
and Timing of Payment of Performance Awards and Annual Incentive Awards.


 


Payment of earned Performance Awards and
Annual Incentive Awards shall be as determined by the Committee and as evidenced in the Award Agreement. Subject to the terms of
this Plan, the Committee, in its sole discretion, may pay earned Performance Awards in the form of cash or in shares of Stock (or
in a combination thereof) equal to the value of the earned Performance Awards at the close of the applicable Performance Period,
or as soon as practicable after the end of the Performance Period; provided that, unless specifically provided in the Award Agreement
pertaining to the grant of the Award, and to the extent necessary to comply with Section 409A of the Code, such payment shall occur
no later than the 15th day of the third month following the end of the calendar year in which the Performance Period ends. Any
shares of Stock may be granted subject to any restrictions deemed appropriate by the Committee. The determination of the Committee
with respect to the form of payout of such Awards shall be set forth in the Award Agreement pertaining to the grant of the Award.


 




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14.5.       Performance
Conditions.


 


The right of a Grantee to exercise or receive
a grant or settlement of any Award, and the timing thereof, may be subject to such performance conditions as may be specified by
the Board. The Board may use such business criteria and other measures of performance as it may deem appropriate in establishing
any performance conditions. If and to the extent required under Code Section 162(m), any power or authority relating to an Award
intended to qualify under Code Section 162(m), shall be exercised by the Committee and not the Board.


 


14.6.       Performance
Awards or Annual Incentive Awards Granted to Designated Covered Employees.


 


If and to the extent that the Board determines
that a Performance or Annual Incentive Award to be granted to a Grantee who is designated by the Committee as likely to be a Covered
Employee should qualify as “performance-based compensation” for purposes of Code Section 162(m), the grant, exercise
and/or settlement of such Award shall be contingent upon achievement of pre-established performance goals and other terms set forth
in this Section 14.6.


 


14.6.1.       
Performance Goals Generally.


 


The performance goals for Performance or
Annual Incentive Awards shall consist of one or more business criteria and a targeted level or levels of performance with respect
to each of such criteria, as specified by the Committee consistent with this Section 14.6. Performance goals shall
be objective and shall otherwise meet the requirements of Code Section 162(m) and regulations thereunder including the requirement
that the level or levels of performance targeted by the Committee result in the achievement of performance goals being “substantially
uncertain.” The Committee may determine that such Awards shall be granted, exercised and/or settled upon achievement of any
one performance goal or of two (2) or more performance goals. Performance goals may differ for Awards granted to any one Grantee
or to different Grantees.


 


14.6.2.       
Timing For Establishing Performance Goals.


 


Performance goals shall be established not
later than the earlier of (i) 90 days after the beginning of any performance period applicable to such Awards and (ii) the day
on which twenty-five percent (25%) of any performance period applicable to such Awards has expired, or at such other date as may
be required or permitted for “performance-based compensation” under Code Section 162(m).


 




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14.6.3.       
Settlement of Awards; Other Terms.


 


Settlement of such Awards shall be in cash,
shares of Stock, other Awards or other property, in the discretion of the Committee. The Committee may, in its discretion, reduce
the amount of a settlement otherwise to be made in connection with such Awards. The Committee shall specify the circumstances in
which such Performance or Annual Incentive Awards shall be paid or forfeited in the event of termination of Service by the Grantee
prior to the end of a performance period or settlement of Awards.


 


14.6.4.       
Performance Measures.


 


The performance goals upon which the payment
or vesting of a Performance or Annual Incentive Award to a Covered Employee that is intended to qualify as Performance-Based Compensation
shall be limited to the following Performance Measures, with or without adjustment:


 


(a) net earnings or net income;


 


(b) operating earnings;


 


(c) pretax earnings;


 


(d) earnings per share of stock;


 


(e) stock price, including growth measures and total
stockholder return;


 


(f) earnings before interest and taxes;


 


(g) earnings before interest, taxes, depreciation
and/or amortization;


 


(h) sales or revenue growth, whether in general, by
type of product or service, or by type of customer;


 


(i) gross or operating margins;


 


(j) return measures, including return on assets, capital,
investment, equity, sales or revenue;


 


(k) cash flow, including operating cash flow, free
cash flow, cash flow return on equity and cash flow return on investment;


 


(l) productivity ratios;


 


(m) expense targets;


 


(n) market share;


 




    	- 24 -



    	 



    

 


(o) financial ratios as provided in credit agreements
of the Company and its subsidiaries;


 


(p) working capital targets;


 


(q) completion of acquisitions of business or companies;


 


(r) completion of divestitures and asset sales;


 


(s) revenues under management;


 


(t) funds from operations;


 


(u) successful implementation of clinical trials,
including components thereof; and


 


(v) any combination of any of the foregoing business
criteria.


 


Any Performance Measure(s) may be used to
measure the performance of the Company, Subsidiary, and/or Affiliate as a whole or any business unit of the Company, Subsidiary,
and/or Affiliate or any combination thereof, as the Committee may deem appropriate, or any of the above Performance Measures as
compared to the performance of a group of comparator companies, or published or special index that the Committee, in its sole discretion,
deems appropriate, or the Company may select Performance Measure (e) above as compared to various stock market indices. The
Committee also has the authority to provide for accelerated vesting of any Award based on the achievement of performance goals
pursuant to the Performance Measures specified in this Section 14.


 


14.6.5.       
Evaluation of Performance.


 


The Committee may provide in any such Award
that any evaluation of performance may include or exclude any of the following events that occur during a Performance Period: (a) asset
write-downs; (b) litigation or claim judgments or settlements; (c) the effect of changes in tax laws, accounting principles,
or other laws or provisions affecting reported results; (d) any reorganization and restructuring programs; (e) extraordinary
nonrecurring items as described in Accounting Principles Board Opinion No. 30 and/or in “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” appearing in the Company’s annual report to stockholders
for the applicable year; (f) acquisitions or divestitures; and (g) foreign exchange gains and losses. To the extent such
inclusions or exclusions affect Awards to Covered Employees that are intended to qualify as Performance-Based Compensation, they
shall be prescribed in a form that meets the requirements of Code Section 162(m) for deductibility.


 


14.6.6.       
Adjustment of Performance-Based Compensation.


 


Awards that are intended to qualify as Performance-Based
Compensation may not be adjusted upward. The Committee shall retain the discretion to adjust such Awards downward, either on a
formula or discretionary basis, or any combination as the Committee determines.


 




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14.6.7.        
Board Discretion.


 


In the event that applicable tax and/or
securities laws change to permit Board discretion to alter the governing Performance Measures without obtaining stockholder approval
of such changes, the Board shall have sole discretion to make such changes without obtaining stockholder approval provided the
exercise of such discretion does not violate Code Sections 162(m) or 409A. In addition, in the event that the Board determines
that it is advisable to grant Awards that shall not qualify as Performance-Based Compensation, the Board may make such grants without
satisfying the requirements of Code Section 162(m) and base vesting on Performance Measures other than those set forth in
Section 14.6.4.


 


14.7.       Status
of Awards Under Code Section 162(m).


 


It is the intent of the Company that Performance-Based
Awards under Section 14.6 granted to persons who are designated by the Committee as likely to be Covered Employees
within the meaning of Code Section 162(m) and regulations thereunder shall, if so designated by the Committee, constitute “qualified
performance-based compensation” within the meaning of Code Section 162(m) and regulations thereunder. Accordingly, the terms
of Section 14.6, including the definitions of Covered Employee and other terms used therein, shall be interpreted in
a manner consistent with Code Section 162(m) and regulations thereunder. The foregoing notwithstanding, because the Committee cannot
determine with certainty whether a given Grantee will be a Covered Employee with respect to a fiscal year that has not yet been
completed, the term Covered Employee as used herein shall mean only a person designated by the Committee, at the time of grant
of an Award, as likely to be a Covered Employee with respect to that fiscal year. If any provision of the Plan or any agreement
relating to such Performance-Based Awards does not comply or is inconsistent with the requirements of Code Section 162(m) or regulations
thereunder, such provision shall be construed or deemed amended to the extent necessary to conform to such requirements.


 


15.         PARACHUTE
LIMITATIONS


 


If the Grantee is a “disqualified
individual,” as defined in Code Section 280G(c), then, notwithstanding any other provision of this Plan or of any other
agreement, contract, or understanding heretofore or hereafter entered into by a Grantee with the Company or an Affiliate, except
an agreement, contract, or understanding that expressly addresses Code Section 280G or Code Section 4999 (an “Other Agreement”),
and notwithstanding any formal or informal plan or other arrangement for the direct or indirect provision of compensation to the
Grantee (including groups or classes of Grantees or beneficiaries of which the Grantee is a member), whether or not such compensation
is deferred, is in cash, or is in the form of a benefit to or for the Grantee (a “Benefit Arrangement”), any right
to exercise, vesting, payment or benefit to the Grantee under this Plan shall be reduced or eliminated:


 




    	- 26 -



    	 



    

 


(i)          to
the extent that such right to exercise, vesting, payment, or benefit, taking into account all other rights, payments, or benefits
to or for the Grantee under this Plan, all Other Agreements, and all Benefit Arrangements, would cause any exercise, vesting, payment
or benefit to the Grantee under this Plan to be considered a “parachute payment” within the meaning of Code Section 280G(b)(2)
as then in effect (a “Parachute Payment”) and


 


(ii)         if,
as a result of receiving such Parachute Payment, the aggregate after-tax amounts received by the Grantee from the Company under
this Plan, all Other Agreements, and all Benefit Arrangements would be less than the maximum after-tax amount that could be received
by the Grantee without causing any such payment or benefit to be considered a Parachute Payment.


 


The Company shall accomplish such reduction
by first reducing or eliminating any cash payments (with the payments to be made furthest in the future being reduced first), then
by reducing or eliminating any accelerated vesting of Options or SARs, then by reducing or eliminating any accelerated vesting
of Restricted Stock or Stock Units, then by reducing or eliminating any other remaining Parachute Payments.


 


16.         REQUIREMENTS
OF LAW


 


16.1.       General.


 


The Company shall not be required to sell
or issue any shares of Stock under any Award if the sale or issuance of such shares of Stock would constitute a violation by the
Grantee, any other individual or entity exercising an Option, or the Company or an Affiliate of any provision of any law or regulation
of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time
the Company shall determine, in its discretion, that the listing, registration or qualification of any shares of Stock subject
to an Award upon any securities exchange or under any governmental regulatory body is necessary or desirable as a condition of,
or in connection with, the issuance or purchase of shares of Stock hereunder, no shares of Stock may be issued or sold to the Grantee
or any other individual or entity exercising an Option pursuant to such Award unless such listing, registration, qualification,
consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company, and any delay caused
thereby shall in no way affect the date of termination of the Award. Without limiting the generality of the foregoing, in connection
with the Securities Act, upon the exercise of any Option or any SAR that may be settled in shares of Stock or the delivery of any
shares of Stock underlying an Award, unless a registration statement under such Act is in effect with respect to the shares of
Stock covered by such Award, the Company shall not be required to sell or issue such shares of Stock unless the Board has received
evidence satisfactory to it that the Grantee or any other individual or entity exercising an Option may acquire such shares of
Stock pursuant to an exemption from registration under the Securities Act. Any determination in this connection by the Board shall
be final, binding, and conclusive. The Company may, but shall in no event be obligated to, register any securities covered hereby
pursuant to the Securities Act. The Company shall not be obligated to take any affirmative action in order to cause the exercise
of an Option or a SAR or the issuance of shares of Stock pursuant to the Plan to comply with any law or regulation of any governmental
authority. As to any jurisdiction that expressly imposes the requirement that an Option (or SAR that may be settled in shares of
Stock) shall not be exercisable until the shares of Stock covered by such Option (or SAR) are registered or are exempt from registration,
the exercise of such Option (or SAR) under circumstances in which the laws of such jurisdiction apply shall be deemed conditioned
upon the effectiveness of such registration or the availability of such an exemption.


 




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16.2.     Rule
16b-3.


 


During any time when the Company has a class
of equity securities registered under Section 12 of the Exchange Act, it is the intent of the Company that Awards pursuant to the
Plan and the exercise of Options and SARs granted hereunder that would otherwise be subject to Section 16(b) of the Exchange Act
will qualify for the exemption provided by Rule 16b-3 under the Exchange Act. To the extent that any provision of the Plan or action
by the Board does not comply with the requirements of Rule 16b-3, it shall be deemed inoperative with respect to such Awards to
the extent permitted by law and deemed advisable by the Board, and shall not affect the validity of the Plan. In the event that
Rule 16b-3 is revised or replaced, the Board may exercise its discretion to modify this Plan in any respect necessary to satisfy
the requirements of, or to take advantage of any features of, the revised exemption or its replacement.


 


17.          EFFECT
OF CHANGES IN CAPITALIZATION


 


17.1.     Changes
in Stock.


 


If the number of outstanding shares of Stock
is increased or decreased or the shares of Stock are changed into or exchanged for a different number or kind of stock or other
securities of the Company on account of any recapitalization, reclassification, stock split, reverse split, combination of stock,
exchange of stock, stock dividend or other distribution payable in capital stock, or other increase or decrease in such stock effected
without receipt of consideration by the Company occurring after the Effective Date, the number and kinds of shares of stock for
which grants of Options and other Awards may be made under the Plan, including, without limitation, the limits set forth in Section 6.2,
shall be adjusted proportionately and accordingly by the Company. In addition, the number and kind of shares for which Awards are
outstanding shall be adjusted proportionately and accordingly so that the proportionate interest of the Grantee immediately following
such event shall, to the extent practicable, be the same as immediately before such event. Any such adjustment in outstanding Options
or SARs shall not change the aggregate Option Price or SAR Exercise Price payable with respect to shares that are subject to the
unexercised portion of an outstanding Option or SAR, as applicable, but shall include a corresponding proportionate adjustment
in the Option Price or SAR Exercise Price per share. The conversion or exercise of any convertible securities of the Company shall
not be treated as an increase in shares effected without receipt of consideration. Notwithstanding the foregoing, in the event
of any distribution to the Company’s stockholders of securities of any other entity or other assets (including an extraordinary
dividend but excluding a non-extraordinary dividend of the Company) without receipt of consideration by the Company, the Company
shall, in such manner as the Company deems appropriate, adjust (i) the number and kind of shares subject to outstanding Awards
and/or (ii) the exercise price of outstanding Options and Stock Appreciation Rights to reflect such distribution.


 




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17.2.     Reorganization
in Which the Company Is the Surviving Entity Which Does not Constitute a Change in Control.


 


Subject to Section 17.3, if
the Company shall be the surviving entity in any reorganization, merger, or consolidation of the Company with one or more other
entities which does not constitute a Change in Control, any Option or SAR theretofore granted pursuant to the Plan shall pertain
to and apply to the securities to which a holder of the number of shares of Stock subject to such Option or SAR would have been
entitled immediately following such reorganization, merger, or consolidation, with a corresponding proportionate adjustment of
the Option Price or SAR Exercise Price per share so that the aggregate Option Price or SAR Exercise Price thereafter shall be the
same as the aggregate Option Price or SAR Exercise Price of the shares of Stock remaining subject to the Option or SAR immediately
prior to such reorganization, merger, or consolidation. Subject to any contrary language in an Award Agreement evidencing an Award,
any restrictions applicable to such Award shall apply as well to any replacement shares received by the Grantee as a result of
the reorganization, merger or consolidation. In the event of a transaction described in this Section 17.2, Stock Units
shall be adjusted so as to apply to the securities that a holder of the number of shares of Stock subject to the Stock Units would
have been entitled to receive immediately following such transaction.


 


17.3.     Change
in Control in which Awards are not Assumed.


 


Upon the occurrence of a Change in Control
in which outstanding Options, SARs, Stock Units, Dividend Equivalent Rights, Restricted Stock, or other Equity-Based Awards are
not being assumed or continued: 


 


(i) in each case with the exception of any
Performance Award, all outstanding Restricted Stock shall be deemed to have vested, all Stock Units shall be deemed to have vested
and the shares of Stock subject thereto shall be delivered, and all Dividend Equivalent Rights shall be deemed to have vested and
the shares of Stock subject thereto shall be delivered, immediately prior to the occurrence of such Change in Control, and


 


(ii) either or both of the following two
actions shall be taken:


 


(A) fifteen (15) days prior to the scheduled
consummation of a Change in Control, all Options and SARs outstanding hereunder shall become immediately exercisable and shall
remain exercisable for a period of fifteen (15) days, or


 


(B) the Board may elect, in its sole
discretion, to cancel any outstanding Awards of Options, Restricted Stock, Stock Units, and/or SARs and pay or deliver, or cause
to be paid or delivered, to the holder thereof an amount in cash or securities having a value (as determined by the Board acting
in good faith), in the case of Restricted Stock or Stock Units, equal to the formula or fixed price per share paid to holders of
shares of Stock and, in the case of Options or SARs, equal to the product of the number of shares of Stock subject to the Option
or SAR (the “Award Stock”) multiplied by the amount, if any, by which (I) the formula or fixed price per share paid
to holders of shares of Stock pursuant to such transaction exceeds (II) the Option Price or SAR Exercise Price applicable to such
Award Stock.


 




    	- 29 -



    	 



    

 


(iii) for Performance Awards denominated
in Stock or Stock Units, if less than half of the Performance Period has lapsed, the Awards shall be converted into Restricted
Stock or Stock Units assuming target performance has been achieved (or Unrestricted Stock if no further restrictions apply). If
more than half the Performance Period has lapsed, the Awards shall be converted into Restricted Stock or Stock Units based on actual
performance to date (or Unrestricted Stock if no further restrictions apply). If actual performance is not determinable, then Performance
Awards shall be converted into Restricted Stock or Stock Units assuming target performance has been achieved, based on the discretion
of the Committee (or Unrestricted Stock if no further restrictions apply).


 


(iv) Other-Equity Based Awards shall be
governed by the terms of the applicable Award Agreement.


 


With respect to the Company’s establishment
of an exercise window, (i) any exercise of an Option or SAR during such fifteen (15)-day period shall be conditioned upon the consummation
of the event and shall be effective only immediately before the consummation of the event, and (ii) upon consummation of any Change
in Control, the Plan and all outstanding but unexercised Options and SARs shall terminate. The Board shall send notice of an event
that will result in such a termination to all individuals and entities who hold Options and SARs not later than the time at which
the Company gives notice thereof to its stockholders.


 


17.4.     Change
in Control in which Awards are Assumed.


 


The Plan, Options, SARs, Stock Units and
Restricted Stock theretofore granted shall continue in the manner and under the terms so provided in the event of any Change in
Control to the extent that provision is made in writing in connection with such Change in Control for the assumption or continuation
of the Options, SARs, Stock Units and Restricted Stock theretofore granted, or for the substitution for such Options, SARs, Stock
Units and Restricted Stock for new common stock options and stock appreciation rights and new common stock units and restricted
stock relating to the stock of a successor entity, or a parent or subsidiary thereof, with appropriate adjustments as to the number
of shares (disregarding any consideration that is not common stock) and option and stock appreciation rights exercise prices.


 


17.5.     Adjustments


 


Adjustments under this Section 17
related to shares of Stock or securities of the Company shall be made by the Board, whose determination in that respect shall be
final, binding and conclusive. No fractional shares or other securities shall be issued pursuant to any such adjustment, and any
fractions resulting from any such adjustment shall be eliminated in each case by rounding downward to the nearest whole share.
The Board shall determine the effect of a Change in Control upon Awards other than Options, SARs, Stock Units and Restricted Stock,
and such effect shall be set forth in the appropriate Award Agreement. The Board may provide in the Award Agreements at the time
of grant, or any time thereafter with the consent of the Grantee, for different provisions to apply to an Award in place of those
described in Sections 17.1, 17.2, 17.3 and 17.4. This Section 17 does not limit the Company’s
ability to provide for alternative treatment of Awards outstanding under the Plan in the event of change in control events that
are not Changes in Control.


 




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17.6.     No
Limitations on Company.


 


The making of Awards pursuant to the Plan
shall not affect or limit in any way the right or power of the Company to make adjustments, reclassifications, reorganizations,
or changes of its capital or business structure or to merge, consolidate, dissolve, or liquidate, or to sell or transfer all or
any part of its business or assets.


 


18.          general
provisions


 


18.1.     Disclaimer
of Rights.


 


No provision in the Plan or in any Award
or Award Agreement shall be construed to confer upon any individual or entity the right to remain in the employ or Service of the
Company or an Affiliate, or to interfere in any way with any contractual or other right or authority of the Company or an Affiliate
either to increase or decrease the compensation or other payments to any individual or entity at any time, or to terminate any
employment or other relationship between any individual or entity and the Company or an Affiliate. In addition, notwithstanding
anything contained in the Plan to the contrary, unless otherwise stated in the applicable Award Agreement, no Award granted under
the Plan shall be affected by any change of duties or position of the Grantee, so long as such Grantee continues to provide Service.
The obligation of the Company to pay any benefits pursuant to this Plan shall be interpreted as a contractual obligation to pay
only those amounts described herein, in the manner and under the conditions prescribed herein. The Plan and Awards shall in no
way be interpreted to require the Company to transfer any amounts to a third party trustee or otherwise hold any amounts in trust
or escrow for payment to any Grantee or beneficiary under the terms of the Plan.


 


18.2.     Nonexclusivity
of the Plan.


 


Neither the adoption of the Plan nor the
submission of the Plan to the stockholders of the Company for approval shall be construed as creating any limitations upon the
right and authority of the Board to adopt such other incentive compensation arrangements (which arrangements may be applicable
either generally to a class or classes of individuals or specifically to a particular individual or particular individuals) as
the Board in its discretion determines desirable, including, without limitation, the granting of stock options otherwise than under
the Plan.


 






    	- 31 -



    	 



    

 


18.3.     Withholding
Taxes.


 





The Company or an Affiliate, as the case
may be, shall have the right to deduct from payments of any kind otherwise due to a Grantee any federal, state, or local taxes
of any kind required by law to be withheld with respect to the vesting of or other lapse of restrictions applicable to an Award
or upon the issuance of any shares of Stock upon the exercise of an Option or pursuant to an Award. At the time of such vesting,
lapse, or exercise, the Grantee shall pay in cash to the Company or an Affiliate, as the case may be, any amount that the Company
or an Affiliate may reasonably determine to be necessary to satisfy such withholding obligation; provided, however,
that if there is a same day sale, the Grantee shall pay such withholding obligation on the day that the same day sale is completed.
Subject to the prior approval of the Company or an Affiliate, which may be withheld by the Company or an Affiliate, as the case
may be, in its sole discretion, the Grantee may elect to satisfy such obligations, in whole or in part, (i) by causing the
Company or an Affiliate to withhold shares of Stock otherwise issuable to the Grantee or (ii) by delivering to the Company
or an Affiliate shares of Stock already owned by the Grantee. The shares of Stock so delivered or withheld shall have an aggregate
Fair Market Value equal to such withholding obligations. The Fair Market Value of the shares of Stock used to satisfy such withholding
obligation shall be determined by the Company or an Affiliate as of the date that the amount of tax to be withheld is to be determined.
A Grantee who has made an election pursuant to this Section 18.3 may satisfy his or her withholding obligation only
with shares of Stock that are not subject to any repurchase, forfeiture, unfulfilled vesting, or other similar requirements. The
maximum number of shares of Stock that may be withheld from any Award to satisfy any federal, state or local tax withholding requirements
upon the exercise, vesting, lapse of restrictions applicable to such Award or payment of shares of Stock pursuant to such Award,
as applicable, cannot exceed such number of shares of Stock having a Fair Market Value equal to the minimum statutory amount required
by the Company or an Affiliate to be withheld and paid to any such federal, state or local taxing authority with respect to such
exercise, vesting, lapse of restrictions or payment of shares of Stock. For purposes of determining taxable income and the amount
of the related tax withholding obligation under this Section 18.3, notwithstanding Section 2.18 or this Section
18.3, for any shares of Stock that are sold on the same day that such shares of Stock are first legally saleable pursuant to
the terms of the applicable award agreement, Fair Market Value shall be determined based upon the sale price for such shares of
Stock so long as the Grantee has provided the Company with advance written notice of such sale.


 


18.4.     Captions.


 


The use of captions in this Plan or any
Award Agreement is for the convenience of reference only and shall not affect the meaning of any provision of the Plan or such
Award Agreement.


 


18.5.     Other
Provisions.


 


Each Award granted under the Plan may contain
such other terms and conditions not inconsistent with the Plan as may be determined by the Board, in its sole discretion.


 


18.6.     Number
and Gender.


 


With respect to words used in this Plan,
the singular form shall include the plural form, the masculine gender shall include the feminine gender, etc., as the context requires.


 




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18.7.     Severability.


 


If any provision of the Plan or any Award
Agreement shall be determined to be illegal or unenforceable by any court of law in any jurisdiction, the remaining provisions
hereof and thereof shall be severable and enforceable in accordance with their terms, and all provisions shall remain enforceable
in any other jurisdiction.


 


18.8.     Governing
Law


 


The validity and construction of this Plan
and the instruments evidencing the Awards hereunder shall be governed by the laws of the State of Delaware, other than any conflicts
or choice of law rule or principle that might otherwise refer construction or interpretation of this Plan and the instruments evidencing
the Awards granted hereunder to the substantive laws of any other jurisdiction.


 


18.9.     Section 409A
of the Code.


 


The Company intends to comply with Section
409A, or an exemption to Section 409A, with regard to Awards hereunder that constitute nonqualified deferred compensation within
the meaning of Section 409A. To the extent that the Company determines that a Grantee would be subject to the additional twenty
percent (20%) tax imposed on certain nonqualified deferred compensation plans pursuant to Section 409A as a result of any provision
of any Award granted under this Plan, such provision shall be deemed amended to the minimum extent necessary to avoid application
of such additional tax. The nature of any such amendment shall be determined by the Board.


 


*    *    *


 


To record adoption of the Plan by the Board
on [______], approval of the Plan by the stockholders on [______], and effectiveness of the Plan on [______], the Company has caused
its authorized officer to execute the Plan.


 


	 	KINEMED, INC.
	 	 
	 	By:	 
	 	Name:
	 	Title:


 








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