REDWOOD
TRUST, INC.


 


2014
INCENTIVE AWARD PLAN


 


 


ARTICLE
1.



PURPOSE


 


The
purpose of the Redwood Trust, Inc. 2014 Incentive Award Plan (as it may be amended or restated from time to time, the “Plan”)
is to promote the success and enhance the value of Redwood Trust, Inc. (the “Company”) by linking the individual
interests of the members of the Board, Employees, and Consultants to those of Company stockholders and by providing such individuals
with an incentive for outstanding performance to generate superior returns to Company stockholders. The Plan is further intended
to provide flexibility to the Company in its ability to motivate, attract, and retain the services of members of the Board, Employees,
and Consultants upon whose judgment, interest, and special effort the successful conduct of the Company’s operation is largely
dependent.


 


ARTICLE
2.



DEFINITIONS AND CONSTRUCTION


 


Wherever
the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise.
The singular pronoun shall include the plural where the context so indicates.


 


2.1                   
“Administrator” shall mean the entity that conducts the general administration of the Plan as provided
in Article 13. With reference to the duties of the Committee under the Plan which have been delegated to one or more persons pursuant
to Section 13.6, or as to which the Board has assumed, the term “Administrator” shall refer to such person(s) unless
the Committee or the Board has revoked such delegation or the Board has terminated the assumption of such duties.


 


2.2                   
“Affiliate” shall mean (a) any Subsidiary; and (b) any domestic eligible entity that is disregarded,
under Treasury Regulation Section 301.7701-3, as an entity separate from either (i) the Company or (ii) any Subsidiary.


 


2.3                   
“Applicable Accounting Standards” shall mean Generally Accepted Accounting Principles in the United States,
International Financial Reporting Standards or such other accounting principles or standards as may apply to the Company’s
financial statements under United States federal securities laws from time to time.


 


2.4                   
“Applicable Law” shall mean any applicable law, including without limitation: (i) provisions of the Code,
the Securities Act, the Exchange Act and any rules or regulations thereunder; (ii) corporate, securities, tax or other laws, statutes,
rules, requirements or regulations, whether federal, state, local or foreign; and (iii) rules of any securities exchange or automated
quotation system on which the Shares are listed, quoted or traded.


 






    	 



    	 



    

  


2.5                   
“Award” shall mean an Option, a Restricted Stock award, a Restricted Stock Unit award, a Performance
Award, a Dividend Equivalents award, a Deferred Stock award, a Deferred Stock Unit award, a Stock Payment award or a Stock Appreciation
Right, which may be awarded or granted under the Plan (collectively, “Awards”).


 


2.6                   
“Award Agreement” shall mean any written notice, agreement, terms and conditions, contract or other instrument
or document evidencing an Award, including through electronic medium, which shall contain such terms and conditions with respect
to an Award as the Administrator shall determine consistent with the Plan.


 


2.7                   
“Award Limit” shall mean with respect to Awards that shall be payable in Shares or in cash, as the case
may be, the respective limit set forth in Section 3.3.


 


2.8                   
“Board” shall mean the Board of Directors of the Company.


 


2.9                   
“Change in Control” shall mean and includes each of the following:


 


(a)               
any one person, or more than one person acting as a group (within the meaning of Section 409A of the Code), acquires ownership
of stock of the Company that, together with other stock held by such person or group constitutes more than fifty percent (50%)
of the total fair market value or total voting power of all stock of the Company;


 


(b)              
any one person, or more than one person acting as a group (within the meaning of Section 409A of the Code), acquires (or
has acquired during the twelve (12)-month period ending on the date of the most recent acquisition by such person or persons) ownership
of stock of the Company possessing thirty percent (30%) or more of the total voting power of the stock of the Company;


 


(c)               
during any twelve (12)-month period, a majority of the members of the Company’s Board is replaced by directors whose
appointment or election is not endorsed by a majority of the members of the Board prior to such appointment or election; or


 


(d)              
any one person, or more than one person acting as a group (within the meaning of Section 409A of the Code), acquires (or
has acquired during the twelve (12)-month period ending on the date of the most recent acquisition by such person or persons) assets
from the Company that have a total gross fair market value equal to or more than forty percent (40%) of the total gross fair market
value of all of the assets of the Company immediately before such acquisition or acquisition; provided, that that no “Change
in Control” shall be deemed to occur when the assets are transferred to (x) a shareholder of the Company in exchange for
or with respect to its stock, (y) a person, or more than one person acting as a group (within the meaning of Section 409A of the
Code), that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all of the outstanding
stock of the Company, or (z) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly
or indirectly, by a person that owns directly or indirectly fifty percent (50%) or more of the total value or voting power of all
of the outstanding stock of the Company, in each case with such persons status determined immediately after the transfer of assets.


 






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Notwithstanding
the foregoing, if a Change in Control constitutes a payment event with respect to any portion of an Award that provides for the
deferral of compensation and is subject to Section 409A of the Code, the transaction or event described in subsection (a), (b),
(c) or (d) with respect to such Award (or portion thereof) must also constitute a “change in control event,” as defined
in Treasury Regulation Section 1.409A-3(i)(5) to the extent required by Section 409A.


 


The Committee
shall have full and final authority, which shall be exercised in its sole discretion, to determine conclusively whether a Change
in Control of the Company has occurred pursuant to the above definition, and the date of the occurrence of such Change in Control
and any incidental matters relating thereto; provided that any exercise of authority in conjunction with a determination
of whether a Change in Control is a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5)
shall be consistent with such regulation.


 


2.10               
“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, together with the
regulations and official guidance promulgated thereunder.


 


2.11               
“Committee” shall mean the Compensation Committee of the Board, or another committee or subcommittee
of the Board or the Compensation Committee, appointed as provided in Section 13.1.


 


2.12               
“Common Stock” shall mean the common stock of the Company, par value $0.01 per share.


 


2.13               
“Company” shall have the meaning set forth in Article 1.


 


2.14               
“Consultant” shall mean any consultant or adviser engaged to provide services to the Company or any Affiliate
that qualifies as a consultant under the applicable rules of the Securities and Exchange Commission for registration of shares
on a Form S-8 Registration Statement.


 


2.15               
 “Covered Employee” shall mean any Employee who is, or could be, a “covered employee” within
the meaning of Section 162(m) of the Code.


 


2.16               
 “Deferred Stock Unit” shall mean a right to receive Shares awarded under Section 10.4.


 


2.17               
“Director” shall mean a member of the Board, as constituted from time to time.


 


2.18               
“Dividend Equivalent” shall mean a right to receive the equivalent value (in cash or Shares) of dividends
paid on Shares, awarded under Section 10.2.


 


2.19               
“DRO” shall mean a domestic relations order as defined by the Code or Title I of the Employee Retirement
Income Security Act of 1974, as amended from time to time, or the rules thereunder.


 






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2.20               
“Effective Date” shall mean the date the Plan is approved by the Board, subject to approval of the Plan
by the Company’s stockholders.


 


2.21               
“Eligible Individual” shall mean any person who is an Employee, a Consultant or a Non-Employee Director,
as determined by the Committee.


 


2.22               
“Employee” shall mean any officer or other employee (as determined in accordance with Section 3401(c)
of the Code and the Treasury Regulations thereunder) of the Company or of any Affiliate.


 


2.23               
“Equity Restructuring” shall mean a nonreciprocal transaction between the Company and its stockholders,
such as a stock dividend, stock split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend,
that affects the number or kind of Shares (or other securities of the Company) or the share price of Common Stock (or other securities)
and causes a change in the per-share value of the Common Stock underlying outstanding Awards.


 


2.24               
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.


 


2.25               
“Expiration Date” shall have the meaning given to such term in Section 14.1.


 


2.26               
“Fair Market Value” shall mean, as of any given date, the value of a Share determined as follows:


 


(a)               
If the Common Stock is listed on any (i) established securities exchange (such as the New York Stock Exchange, the NASDAQ
Global Market and the NASDAQ Global Select Market), (ii) national market system or (iii) automated quotation system on which the
Shares are listed, quoted or traded, its Fair Market Value shall be the closing sales price for a Share as quoted on such exchange
or system for such date or, if there is no closing sales price for a Share on the date in question, the closing sales price for
a Share on the last preceding date for which such quotation exists, as reported in The Wall Street Journal or such other
source as the Administrator deems reliable;


 


(b)              
If the Common Stock is not listed on an established securities
exchange, national market system or automated quotation system, but the Common Stock is regularly quoted by a recognized
securities dealer, its Fair Market Value shall be the mean of the high bid and low asked prices for such date or, if there are
no high bid and low asked prices for a Share on such date, the high bid and low asked prices for a Share on the last preceding
date for which such information exists, as reported in The Wall Street Journal or such other source as the Administrator
deems reliable; or


 


(c)               
If the Common Stock is neither listed on an established securities exchange, national market system or automated quotation
system nor regularly quoted by a recognized securities dealer, its Fair Market Value shall be established by the Administrator
in good faith.


 






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2.27               
“Greater Than 10% Stockholder” shall mean an individual then owning (within the meaning of Section 424(d)
of the Code) more than 10% of the total combined voting power of all classes of stock of the Company or any subsidiary corporation
(as defined in Section 424(f) of the Code) or parent corporation thereof (as defined in Section 424(e) of the Code).


 


2.28               
“Holder” shall mean a person who has been granted an Award.


 


2.29               
“Incentive Stock Option” shall mean an Option that is intended to qualify as an incentive stock option
and conforms to the applicable provisions of Section 422 of the Code.


 


2.30               
“Non-Employee Director” shall mean a Director of the Company who is not an Employee.


 


2.31               
“Non-Employee Director Equity Compensation Policy” shall have the meaning set forth in Section 4.6.


 


2.32               
“Non-Qualified Stock Option” shall mean an Option that is not an Incentive Stock Option.


 


2.33               
“Option” shall mean a right to purchase Shares at a specified exercise price, granted under Article 6.
An Option shall be either a Non-Qualified Stock Option or an Incentive Stock Option; provided, however, that Options
granted to Non-Employee Directors and Consultants shall only be Non-Qualified Stock Options.


 


2.34               
“Option Term” shall have the meaning set forth in Section 6.4.


 


2.35               
“Parent” shall mean any entity (other than the Company), whether domestic or foreign, in an unbroken
chain of entities ending with the Company if each of the entities other than the Company beneficially owns, at the time of the
determination, securities or interests representing at least fifty percent (50%) of the total combined voting power of all classes
of securities or interests in one of the other entities in such chain.


 


2.36               
“Performance Award” shall mean a cash bonus award, stock bonus award, performance award or incentive
award that is paid in cash, Shares or a combination of both, awarded under Section 10.1.


 


2.37               
“Performance-Based Compensation” shall mean any compensation that is intended to qualify as “performance-based
compensation” as described in Section 162(m)(4)(C) of the Code.


 






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2.38               
“Performance Criteria” shall mean the criteria (and adjustments) that the Committee selects for an Award
for purposes of establishing the Performance Goal or Performance Goals for a Performance Period, determined as follows:


 


(a)               
The Performance Criteria that shall be used to establish Performance Goals are limited to the following: (i) net earnings
or net income (in either case before or after one or more of the following: (A) interest, (B) taxes, (C) depreciation and (D) amortization);
(ii) adjusted net income or adjusted net earnings; (iii) interest income or net interest income; (iv) revenue, earnings, or income
from mortgage banking activities; (v) taxable earnings or taxable income; (vi) REIT taxable earnings or REIT taxable income; (vii)
gross or net sales or revenue (including, without limitation, revenue from gains); (viii) operating earnings, income or profit;
(ix) gross or net profit or operating margin; (x) cash flow (including, but not limited to, operating cash flow and free cash flow);
(xi) return on assets (including adjusted return on assets); (xii) return on capital (including adjusted return on capital); (xiii)
return on investment (including adjusted return on investment); (xiv) return on equity or stockholders’ equity (including
adjusted return on equity or stockholders’ equity); (xv) return on sales or revenue (including adjusted return on sales or
revenue); (xvi) total stockholder return; (xvii) productivity or efficiency; (xviii) expenses, including, without limitation, expenses
associated with a particular administrative department, business function or activity or expenses per loan or designated unit;
(xix) working capital; (xx) any measure of revenue, sales, income, earnings, or profit described in clauses (i) through (ix) measured
on a per share basis (basic or diluted) or per employee basis; (xxi) price per share; (xxii) implementation or completion of designated
projects or initiatives or milestones relating to any such projects or initiatives; (xxiii) market share; (xxiv) dividends paid
or payable; and (xxv) economic value (including economic profit), any of which may be measured either in absolute terms or as compared
to any incremental increase or decrease or as compared to results of a competitor or group of competitors, to results of a peer
group, to market performance indicators or indices, or to other objective benchmarks.


 


(b)              
The Administrator, in its sole discretion, may provide that one or more objectively determinable adjustments shall be made
to one or more of the Performance Goals. Such adjustments may include one or more of the following: (i) items related to a
change in accounting principle; (ii) items relating to financing activities; (iii) expenses for restructuring or productivity
initiatives; (iv) other non-operating items; (v) items related to acquisitions; (vi) items attributable to the business operations
of any entity acquired by the Company during the Performance Period; (vii) items related to the disposal of a business or segment
of a business; (viii) items related to discontinued operations that do not qualify as a segment of a business under Applicable
Accounting Standards; (ix) items attributable to any stock dividend, stock split, combination or exchange of stock occurring during
the Performance Period; (x) any other items of significant income or expense which are determined to be appropriate adjustments;
(xi) items relating to unusual or extraordinary corporate transactions, events or developments, (xii) items related to amortization
of acquired intangible assets; (xiii) items that are outside the scope of the Company’s core, on-going business activities;
(xiv) items related to acquired in-process research and development; (xv) items relating to changes in tax laws; (xvi) items relating
to major licensing or partnership arrangements; (xvii) items relating to asset impairment charges; (xviii) items relating to gains
or losses for litigation, arbitration and contractual settlements; or (xix) items relating to any other unusual or nonrecurring
events or changes in Applicable Law, accounting principles or business conditions. For all Awards intended to qualify as Performance-Based
Compensation, such determinations shall be made within the time prescribed by, and otherwise in compliance with, Section 162(m)
of the Code.


 


2.39               
“Performance Goals” shall mean, for a Performance Period, one or more goals established in writing by
the Administrator for the Performance Period based upon one or more Performance Criteria. Depending on the Performance Criteria
used to establish such Performance Goals, the Performance Goals may be expressed in terms of overall Company performance or the
performance of a division, business unit, or an individual. The achievement of each Performance Goal shall be determined, to the
extent applicable, with reference to Applicable Accounting Standards.


 






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2.40               
“Performance Period” shall mean one or more periods of time, which may be of varying and overlapping
durations, as the Administrator may select, over which the attainment of one or more Performance Goals will be measured for the
purpose of determining a Holder’s right to, and the payment of, an Award.


 


2.41               
“Performance Stock Unit” shall mean a Performance Award awarded under Section 10.1 which is denominated
in units of value including dollar value of Shares.


 


2.42               
“Permitted Transferee” shall mean, with respect to a Holder, (i) any “family member” of the
Holder, as defined in the instructions to Form S-8 under the Securities Act, or (ii) with the prior approval of the Administrator,
(a) a trust for the benefit of one or more of the Holder or any “family member” of the Holder as defined in clause
(i) above, (b) a partnership, limited liability company or corporation in which the Holder or any “family member” of
Holder as defined in clause (i) above are the only partners, members or shareholders, or (c) a charitable organization or foundation.


 


2.43               
“Plan” shall have the meaning set forth in Article 1.


 


2.44               
“Prior Plan” shall mean the 2002 Redwood Trust, Inc. Incentive Plan, as amended from time to time.


 


2.45               
“Program” shall mean any program adopted by the Administrator pursuant to the Plan containing the terms
and conditions intended to govern a specified type of Award granted under the Plan and pursuant to which such type of Award may
be granted under the Plan.


 


2.46               
 “Restricted Stock” shall mean Common Stock awarded under Article 8 that is subject to certain restrictions
and may be subject to risk of forfeiture or repurchase.


 


2.47               
“Restricted Stock Units” shall mean the right to receive a grant that is denominated in Shares (and payable
in Shares, cash, or a combination thereof), awarded under Article 9.


 


2.48               
“Securities Act” shall mean the Securities Act of 1933, as amended.


 


2.49               
“Shares” shall mean shares of Common Stock.


 


2.50               
“Stock Appreciation Right” shall mean a stock appreciation right granted under Article 11.


 


2.51               
“Stock Appreciation Right Term” shall have the meaning set forth in Section 11.4.


 


2.52               
“Stock Payment” shall mean (a) a payment in the form of Shares, or (b) an option or other right to purchase
Shares, as part of a bonus, deferred compensation or other arrangement, awarded under Section 10.3.


 






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2.53               
“Subsidiary” shall mean any entity (other than the Company), whether domestic or foreign, in an unbroken
chain of entities beginning with the Company if each of the entities other than the last entity in the unbroken chain beneficially
owns, at the time of the determination, securities or interests representing at least fifty percent (50%) of the total combined
voting power of all classes of securities or interests in one of the other entities in such chain.


 


2.54               
“Substitute Award” shall mean an Award granted under the Plan upon the assumption of, or in substitution
for, outstanding equity awards previously granted by a company or other entity in connection with a corporate transaction, such
as a merger, combination, consolidation or acquisition of property or stock; provided, however, that in no event
shall the term “Substitute Award” be construed to refer to an award made in connection with the cancellation and repricing
of an Option or Stock Appreciation Right.


 


2.55               
“Termination of Service” shall mean:


 


(a)               
As to a Consultant, the time when the engagement of a Holder as a Consultant to the Company or an Affiliate is terminated
for any reason, with or without cause, including, without limitation, by resignation, discharge, death or retirement, but excluding
terminations where the Consultant simultaneously commences or remains in employment or service with the Company or any Affiliate.


 


(b)              
As to a Non-Employee Director, the time when a Holder who is a Non-Employee Director ceases to be a Director for any reason,
including, without limitation, a termination by resignation, failure to be elected, death or retirement, but excluding terminations
where the Holder simultaneously commences or remains in employment or service with the Company or any Affiliate.


 


(c)               
As to an Employee, the time when the employee-employer relationship between a Holder and the Company or any Affiliate is
terminated for any reason, including, without limitation, a termination by resignation, discharge, death, disability or retirement;
but excluding terminations where the Holder simultaneously commences or remains in employment or service with the Company or any
Affiliate.


 


The
Administrator, in its sole discretion, shall determine the effect of all matters and questions relating to any Termination of Service,
including, without limitation, the question of whether a Termination of Service resulted from a discharge for cause and all questions
of whether particular leaves of absence constitute a Termination of Service; provided, however, that, with respect
to Incentive Stock Options, unless the Administrator otherwise provides in the terms of the Program, the Award Agreement or otherwise,
or as otherwise required by Applicable Law, a leave of absence, change in status from an employee to an independent contractor
or other change in the employee-employer relationship shall constitute a Termination of Service only if, and to the extent that,
such leave of absence, change in status or other change interrupts employment for the purposes of Section 422(a)(2) of the Code
and the then-applicable regulations and revenue rulings under said Section. For purposes of the Plan, a Holder’s employee-employer
relationship or consultancy relations shall be deemed to be terminated in the event that the Affiliate employing or contracting
with such Holder ceases to remain an Affiliate following any merger, sale of stock or other corporate transaction or event (including,
without limitation, a spin-off).


 






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ARTICLE
3.



SHARES SUBJECT TO THE PLAN


 


3.1             
Number of Shares.


 


(a)               
Subject to adjustment as provided in Sections 3.1(b) and 14.2, a total of 2,383,956 Shares shall be authorized for Awards
granted under the Plan, less one share for every one share granted under the Prior Plan after December 31, 2013 and prior to the
date stockholders approve the Plan, any or all of which may be delivered upon the exercise of Incentive Stock Options. After the
Effective Date, no awards may be granted under the Prior Plan; however, any awards under the Prior Plan that are outstanding as
of the Effective Date shall continue to be subject to the terms and conditions of the Prior Plan, except as set forth below in
this Section 3.1.


 


(b)              
If (i) any Shares subject to an Award are forfeited or expire or an Award is settled
for cash (in whole or in part) or otherwise does not result in the issuance of all or a portion of the Shares subject to
such Award (including due to the payment of the exercise price of a Stock Appreciation Right in Shares),
or (ii) after December 31, 2013, any Shares subject to an award under the Prior Plan are forfeited or expire or an award under
the Prior Plan is settled for cash (in whole or in part) or otherwise does not result in the issuance of all or a portion of
the Shares subject to such award (including due to the payment of the exercise price of a Stock Appreciation Right in Shares),
then in each such case the Shares subject to such Award or award under the Prior Plan shall, to the extent of such forfeiture,
expiration, cash settlement or non-issuance, be added to the Shares available for Awards under the Plan on a one-for-one basis.



 


(c)               
In the event that (i) any Option or other Award granted hereunder is exercised through the tendering of Shares (either actually
or by attestation) or by the withholding of Shares by the Company, or (ii) withholding tax liabilities arising from such Option
or other Award are satisfied by the tendering of Shares (either actually or by attestation) or by the withholding of Shares by
the Company, then in each such case the Shares so tendered or withheld shall be added to the Shares available for grant under the
Plan on a one-for-one basis. In the event that, after December 31, 2013, (i) any option or award under the Prior Plan is exercised
through the tendering of Shares (either actually or by attestation) or by the withholding of Shares by the Company, or (ii) withholding
tax liabilities arising from such options or other awards are satisfied by the tendering of Shares (either actually or by attestation)
or by the withholding of Shares by the Company, then, in each such case, the Shares so tendered or withheld shall be added to the
Shares available for grant under the Plan on a one-for-one basis. The payment of Dividend
Equivalents in cash in conjunction with any outstanding Awards shall not be counted against the Shares available for issuance under
the Plan. Notwithstanding the provisions of this Section 3.1(b), no Shares may again be optioned, granted or awarded if such action
would cause an Incentive Stock Option to fail to qualify as an incentive stock option under Section 422 of the Code. 


 






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(d)              
Substitute Awards shall not reduce the Shares authorized for grant under the Plan. Additionally, in the event that a company
acquired by the Company or any Affiliate or with which the Company or any Affiliate combines has shares available under a pre-existing
plan approved by stockholders and not adopted in contemplation of such acquisition or combination, the shares available for grant
pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment
or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of
common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce
the Shares authorized for grant under the Plan; provided that Awards using such available Shares shall not be made after
the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination,
and shall only be made to individuals who were not employed by or providing services to the Company or its Affiliates immediately
prior to such acquisition or combination.


 


3.2                   
Stock Distributed. Any Shares distributed pursuant to an Award may consist, in whole or in part, of authorized and
unissued Common Stock, treasury Common Stock or Common Stock purchased on the open market.


 


3.3                   
Limitation on Number of Shares Subject to Awards. Notwithstanding any provision in the Plan to the contrary, and
subject to Section 14.2, (a) the maximum aggregate number of Shares with respect to one or more Awards of Options and/or Stock
Appreciation Rights that may be granted to any one person during any calendar year shall be 1,000,000 Shares, (b) the maximum aggregate
number of Shares with respect to one or more Awards (other than Options and Stock Appreciation Rights) that are intended to qualify
as performance-based compensation under Section 162(m) of the Code and are denominated in Shares that may be granted to any one
person during any calendar year shall be 1,000,000 Shares, (c) the maximum aggregate amount of cash that may be paid in cash to
any one person during any calendar year with respect to one or more Awards that are intended to qualify as performance-based compensation
under Section 162(m) of the Code and are denominated in cash shall be $10,000,000, and (d) notwithstanding the foregoing, the maximum
aggregate value of Awards (as determined on the date of grant) that may be granted to any one Non-Employee Director during any
calendar year shall be $500,000.


 


  


ARTICLE
4.



GRANTING OF AWARDs


 


4.1                   
Participation. The Administrator may, from time to time, select from among all Eligible Individuals, those to whom
an Award shall be granted and shall determine the nature and amount of each Award, which shall not be inconsistent with the requirements
of the Plan. Except as provided in Section 4.6 regarding the grant of Awards pursuant to the Non-Employee Director Equity Compensation
Policy, no Eligible Individual shall have any right to be granted an Award pursuant to the Plan.


 






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4.2                   
Award Agreement. Each Award shall be evidenced by an Award Agreement that sets forth the terms, conditions and limitations
for such Award, which may include the term of the Award, the provisions applicable in the event of the Holder’s Termination
of Service, and the Company’s authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind an Award.
Award Agreements evidencing Awards intended to qualify as Performance-Based Compensation shall contain such terms and conditions
as may be necessary to meet the applicable provisions of Section 162(m) of the Code. Award Agreements evidencing Incentive Stock
Options shall contain such terms and conditions as may be necessary to meet the applicable provisions of Section 422 of the Code.


 


4.3                   
Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan, the Plan, and any
Award granted or awarded to any individual who is then subject to Section 16 of the Exchange Act, shall be subject to any additional
limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including Rule 16b-3 of the Exchange
Act and any amendments thereto) that are requirements for the application of such exemptive rule. To the extent permitted by Applicable
Law, the Plan and Awards granted or awarded hereunder shall be deemed amended to the extent necessary to conform to such applicable
exemptive rule.


 


4.4                   
At-Will Employment; Voluntary Participation. Nothing in the Plan or in any Program or Award Agreement hereunder shall
confer upon any Holder any right to continue in the employ of, or as a Director or Consultant for, the Company or any Affiliate,
or shall interfere with or restrict in any way the rights of the Company and any Affiliate, which rights are hereby expressly reserved,
to discharge any Holder at any time for any reason whatsoever, with or without cause, and with or without notice, or to terminate
or change all other terms and conditions of employment or engagement, except to the extent expressly provided otherwise in a written
agreement between the Holder and the Company or any Affiliate. Participation by each Holder in the Plan shall be voluntary and
nothing in the Plan shall be construed as mandating that any Eligible Individual shall participate in the Plan.


 


4.5                   
Foreign Holders. Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in countries
other than the United States in which the Company and its Affiliates may operate or have Employees, Non-Employee Directors or Consultants,
or in order to comply with the requirements of any foreign securities exchange, the Administrator, in its sole discretion, shall
have the power and authority to: (a) determine which Affiliates shall be covered by the Plan; (b) determine which Eligible Individuals
outside the United States are eligible to participate in the Plan; (c) modify the terms and conditions of any Award granted to
Eligible Individuals outside the United States to comply with applicable foreign laws or listing requirements of any such foreign
securities exchange; (d) establish subplans and modify exercise procedures and other terms and procedures, to the extent such actions
may be necessary or advisable (any such subplans and/or modifications shall be attached to the Plan as appendices); provided,
however, that no such subplans and/or modifications shall increase the share limitations contained in Sections 3.1 and 3.3;
and (e) take any action, before or after an Award is made, that it deems advisable to obtain approval or comply with any necessary
local governmental regulatory exemptions or approvals or listing requirements of any such foreign securities exchange. Notwithstanding
the foregoing, the Administrator may not take any actions hereunder, and no Awards shall be granted, that would violate Applicable
Law. For purposes of the Plan, all references to foreign laws, rules, regulations or taxes shall be references to the laws, rules,
regulations and taxes of any applicable jurisdiction other than the United States or a political subdivision thereof.


 






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4.6                   
Non-Employee Director Awards. The Administrator, in its sole discretion, may provide that Awards granted to Non-Employee
Directors shall be granted pursuant to a written nondiscretionary formula established by the Administrator (the “Non-Employee
Director Equity Compensation Policy”), subject to the limitations of the Plan. The Non-Employee Director Equity Compensation
Policy shall set forth the type of Award(s) to be granted to Non-Employee Directors, the number of Shares to be subject to Non-Employee
Director Awards, the conditions on which such Awards shall be granted, become exercisable and/or payable and expire, and such other
terms and conditions as the Administrator shall determine in its sole discretion. The Non-Employee Director Equity Compensation
Policy may be modified by the Administrator from time to time in its sole discretion.


 


4.7                   
Stand-Alone and Tandem Awards. Awards granted pursuant to the Plan may, in the sole discretion of the Administrator,
be granted either alone, in addition to, or in tandem with, any other Award granted pursuant to the Plan. Awards granted in addition
to or in tandem with other Awards may be granted either at the same time as or at a different time from the grant of such other
Awards.


 


ARTICLE
5.



Provisions Applicable to Awards Intended to Qualify as Performance-Based Compensation


 


5.1                   
Purpose. The Committee, in its sole discretion, may determine at the time an Award is granted or at any time thereafter
whether such Award is intended to qualify as Performance-Based Compensation. If the Committee, in its sole discretion, decides
to grant such an Award to an Eligible Individual that is intended to qualify as Performance-Based Compensation (other than an Option
or Stock Appreciation Right), then the provisions of this Article 5 shall control over any contrary provision contained in the
Plan. The Administrator, in its sole discretion, may grant Awards to other Eligible Individuals that are based on Performance Criteria
or Performance Goals or any such other criteria and goals as the Administrator shall establish, but that do not satisfy the requirements
of this Article 5 and that are not intended to qualify as Performance-Based Compensation. Unless otherwise specified by the Committee
at the time of grant, the Performance Criteria with respect to an Award intended to be Performance-Based Compensation payable to
a Covered Employee shall be determined on the basis of Applicable Accounting Standards.


 


5.2                   
Applicability. The grant of an Award to an Eligible Individual for a particular Performance Period shall not require
the grant of an Award to such Eligible Individual in any subsequent Performance Period and the grant of an Award to any one Eligible
Individual shall not require the grant of an Award to any other Eligible Individual in such period or in any other period.


 






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5.3                   
Types of Awards. Notwithstanding anything in the Plan to the contrary, the Committee may grant any Award to an Eligible
Individual intended to qualify as Performance-Based Compensation, including, without limitation, Restricted Stock the restrictions
with respect to which lapse upon the attainment of specified Performance Goals, Restricted Stock Units that vest and become payable
upon the attainment of specified Performance Goals and any Performance Awards described in Article 10 that vest or become exercisable
or payable upon the attainment of one or more specified Performance Goals.


 


5.4                   
Procedures with Respect to Performance-Based Awards. To the extent necessary to comply with the requirements of Section
162(m)(4)(C) of the Code, with respect to any Award granted to one or more Eligible Individuals which is intended to qualify as
Performance-Based Compensation, no later than 90 days following the commencement of any Performance Period or any designated fiscal
period or period of service (or such earlier time as may be required under Section 162(m) of the Code), the Committee shall, in
writing, (a) designate one or more Eligible Individuals, (b) select the Performance Criteria applicable to the Performance Period,
(c) establish the Performance Goals, and amounts of such Awards, as applicable, which may be earned for such Performance Period
based on the Performance Criteria, and (d) specify the relationship between Performance Criteria and the Performance Goals and
the amounts of such Awards, as applicable, to be earned by each Covered Employee for such Performance Period. Following the completion
of each Performance Period, the Committee shall certify in writing whether and the extent to which the applicable Performance Goals
have been achieved for such Performance Period. In determining the amount earned under such Awards, the Committee shall have the
right to reduce or eliminate (but not to increase) the amount payable at a given level of performance to take into account additional
factors that the Committee may deem relevant, including the assessment of individual or corporate performance for the Performance
Period.


 


5.5                   
Payment of Performance-Based Awards. Unless otherwise provided in the applicable Program or Award Agreement and only
to the extent otherwise permitted by Section 162(m) of the Code, as to an Award that is intended to qualify as Performance-Based
Compensation, the Holder must be employed by the Company or an Affiliate throughout the Performance Period. Unless otherwise provided
in the applicable Performance Goals, Program or Award Agreement, a Holder shall be eligible to receive payment pursuant to such
Awards for a Performance Period only if and to the extent the Performance Goals for such period are achieved.


 


5.6                   
Additional Limitations. Notwithstanding any other provision of the Plan and except as otherwise determined by the
Administrator, any Award which is granted to an Eligible Individual and is intended to qualify as Performance-Based Compensation
shall be subject to any additional limitations set forth in Section 162(m) of the Code or any regulations or rulings issued thereunder
that are requirements for qualification as Performance-Based Compensation, and the Plan and the applicable Program and Award Agreement
shall be deemed amended to the extent necessary to conform to such requirements.


 






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ARTICLE
6.



granting OF OPTIONS


 


6.1                   
Granting of Options to Eligible Individuals. The Administrator is authorized to grant Options to Eligible Individuals
from time to time, in its sole discretion, on such terms and conditions as it may determine, which shall not be inconsistent with
the Plan.


 


6.2                   
Qualification of Incentive Stock Options. No Incentive Stock Option shall be granted to any person who is not an
Employee of the Company or any subsidiary corporation (as defined in Section 424(f) of the Code) of the Company. No person who
qualifies as a Greater Than 10% Stockholder may be granted an Incentive Stock Option unless such Incentive Stock Option conforms
to the applicable provisions of Section 422 of the Code. Any Incentive Stock Option granted under the Plan may be modified by the
Administrator, with the consent of the Holder, to disqualify such Option from treatment as an “incentive stock option”
under Section 422 of the Code. To the extent that the aggregate Fair Market Value of stock with respect to which “incentive
stock options” (within the meaning of Section 422 of the Code, but without regard to Section 422(d) of the Code) are exercisable
for the first time by a Holder during any calendar year under the Plan, and all other plans of the Company and any parent or subsidiary
corporation thereof (each as defined in Section 424(e) and 424(f) of the Code, respectively), exceeds $100,000, the Options shall
be treated as Non-Qualified Stock Options to the extent required by Section 422 of the Code. The rule set forth in the immediately
preceding sentence shall be applied by taking Options and other “incentive stock options” into account in the order
in which they were granted and the Fair Market Value of stock shall be determined as of the time the respective options were granted.


 


6.3                   
Option Exercise Price. The exercise price per Share subject to each Option shall be set by the Administrator, but
shall not be less than 100% of the Fair Market Value of a Share on the date the Option is granted (or, as to Incentive Stock Options,
on the date the Option is modified, extended or renewed for purposes of Section 424(h) of the Code). In addition, in the case of
Incentive Stock Options granted to a Greater Than 10% Stockholder, such price shall not be less than 110% of the Fair Market Value
of a Share on the date the Option is granted (or the date the Option is modified, extended or renewed for purposes of Section 424(h)
of the Code).


 


6.4                   
Option Term. The term of each Option (the “Option Term”) shall be set by the Administrator in
its sole discretion; provided, however, that the Option Term shall not be more than ten (10) years from the date
the Option is granted, or five (5) years from the date an Incentive Stock Option is granted to a Greater Than 10% Stockholder.
The Administrator shall determine the time period, including the time period following a Termination of Service, during which the
Holder has the right to exercise the vested Options, which time period may not extend beyond the last day of the Option Term. Except
as limited by the requirements of Section 409A or Section 422 of the Code and regulations and rulings thereunder and the first
sentence of this Section 6.4, the Administrator may extend the Option Term of any outstanding Option, and may extend the time period
during which vested Options may be exercised, in connection with any Termination of Service of the Holder, and may amend, subject
to Section 14.1, any other term or condition of such Option relating to such a Termination of Service.


 






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6.5                   
Option Vesting.


 


(a)               
The period during which the right to exercise, in whole or in part, an Option vests in the Holder shall be set by the Administrator
and the Administrator may determine that an Option may not be exercised in whole or in part for a specified period after it is
granted. Such vesting may be based on service with the Company or any Affiliate, any of the Performance Criteria, or any other
criteria selected by the Administrator, and, except as limited by the Plan, at any time after the grant of an Option, the Administrator,
in its sole discretion and subject to whatever terms and conditions it selects, may accelerate the period during which an Option
vests.


 


(b)              
No portion of an Option which is unexercisable at a Holder’s Termination of Service shall thereafter become exercisable,
except as may be otherwise provided by the Administrator either in the applicable Program, the Award Agreement evidencing the grant
of an Option, or by action of the Administrator following the grant of the Option. Unless otherwise determined by the Administrator
in the Award Agreement or by action of the Administrator following the grant of the Option, the portion of an Option that is unexercisable
at a Holder’s Termination of Service shall automatically expire thirty (30) days following such Termination of Service.


 


6.6                   
Substitute Awards. Notwithstanding the foregoing provisions of this Article 6 to the contrary, in the case of an
Option that is a Substitute Award, the price per share of the Shares subject to such Option may be less than the Fair Market Value
per share on the date of grant; provided that the excess of: (a) the aggregate Fair Market Value (as of the date such Substitute
Award is granted) of the Shares subject to the Substitute Award, over (b) the aggregate exercise price thereof does not exceed
the excess of: (x) the aggregate fair market value (as of the time immediately preceding the transaction giving rise to the Substitute
Award, such fair market value to be determined by the Administrator) of the shares of the predecessor entity that were subject
to the grant assumed or substituted for by the Company, over (y) the aggregate exercise price of such shares.


 


ARTICLE
7.



EXERCISE OF OPTIONS


 


7.1                   
Partial Exercise. An exercisable Option may be exercised in whole or in part. However, an Option shall not be exercisable
with respect to fractional Shares and the Administrator may require that, by the terms of the Option, a partial exercise must be
with respect to a minimum number of Shares.


 


7.2                   
Manner of Exercise. All or a portion of an exercisable Option shall be deemed exercised upon delivery of all of the
following to the Secretary of the Company, the stock administrator of the Company or such other person or entity designated by
the Administrator, or his, her or its office, as applicable:


 


(a)               
A written or electronic notice complying with the applicable rules established by the Administrator stating that the Option,
or a portion thereof, is exercised. The notice shall be signed by the Holder or other person then entitled to exercise the Option
or such portion of the Option;


 






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(b)              
Such representations and documents as the Administrator, in its sole discretion, deems necessary or advisable to effect
compliance with Applicable Law. The Administrator, in its sole discretion, may also take whatever additional actions it deems appropriate
to effect such compliance including, without limitation, placing legends on share certificates and issuing stop-transfer notices
to agents and registrars;


 


(c)               
In the event that the Option shall be exercised pursuant to Section 12.3 by any person or persons other than the Holder,
appropriate proof of the right of such person or persons to exercise the Option, as determined in the sole discretion of the Administrator;
and


 


(d)              
Full payment of the exercise price and applicable withholding taxes to the stock administrator of the Company for the Shares
with respect to which the Option, or portion thereof, is exercised, in a manner permitted by Sections 12.1 and 12.2.


 


7.3                   
Notification Regarding Disposition. The Holder shall give the Company prompt written or electronic notice of any
disposition of Shares acquired by exercise of an Incentive Stock Option which occurs within (a) two years from the date of granting
(including the date the Option is modified, extended or renewed for purposes of Section 424(h) of the Code) such Option to such
Holder, or (b) one year after the transfer of such Shares to such Holder.


 


ARTICLE
8.



AWARD OF RESTRICTED STOCK


 


8.1             
Award of Restricted Stock.


 


(a)               
The Administrator is authorized to grant Restricted Stock to Eligible Individuals, and shall determine the terms and conditions,
including the restrictions applicable to each award of Restricted Stock, which terms and conditions shall not be inconsistent with
the Plan, and may impose such conditions on the issuance of such Restricted Stock as it deems appropriate.


 


(b)              
The Administrator shall establish the purchase price, if any, and form of payment for Restricted Stock; provided,
however, that if a purchase price is charged, such purchase price shall be no less than the par value, if any, of the Shares
to be purchased, unless otherwise permitted by Applicable Law. In all cases, legal consideration shall be required for each issuance
of Restricted Stock.


 


8.2                   
Rights as Stockholders. Subject to Section 8.4, upon issuance of Restricted Stock, the Holder shall have, unless
otherwise provided by the Administrator, all the rights of a stockholder with respect to said Shares, subject to the restrictions
in the applicable Program or in each individual Award Agreement, including the right to receive all dividends and other distributions
paid or made with respect to the Shares; provided, however, that, in the sole discretion of the Administrator, any
extraordinary distributions with respect to the Shares shall be subject to the restrictions set forth in Section 8.3. In addition,
with respect to a share of Restricted Stock with performance-based vesting, dividends which are paid to other stockholders prior
to vesting shall only be paid out to the Holder to the extent that the performance-based vesting conditions are subsequently satisfied
and if/when the share of Restricted Stock vests.


 






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8.3                   
Restrictions. All shares of Restricted Stock (including any shares received by Holders thereof with respect to shares
of Restricted Stock as a result of stock dividends, stock splits or any other form of recapitalization) shall, in the terms of
the applicable Program or in each individual Award Agreement, be subject to such restrictions and vesting requirements as the Administrator
shall provide. Such restrictions may include, without limitation, restrictions concerning voting rights and transferability and
such restrictions may lapse separately or in combination at such times and pursuant to such circumstances or based on such criteria
as selected by the Administrator, including, without limitation, criteria based on the Holder’s duration of employment, directorship
or consultancy with the Company, the Performance Criteria, Company performance, individual performance or other criteria selected
by the Administrator. By action taken after the Restricted Stock is issued, the Administrator may, on such terms and conditions
as it may determine to be appropriate, accelerate the vesting of such Restricted Stock by removing any or all of the restrictions
imposed by the terms of the applicable Program or Award Agreement. Restricted Stock may not be sold or encumbered until all restrictions
are terminated or expire.


 


8.4                   
Repurchase or Forfeiture of Restricted Stock. Except as otherwise determined by the Administrator at the time of
the grant of the Award or thereafter, if no price was paid by the Holder for the Restricted Stock, upon a Termination of Service
during the applicable restriction period, the Holder’s rights in unvested Restricted Stock then subject to restrictions shall
lapse, and such Restricted Stock shall be surrendered to the Company and cancelled without consideration. If a price was paid by
the Holder for the Restricted Stock, upon a Termination of Service during the applicable restriction period, the Company shall
have the right to repurchase from the Holder the unvested Restricted Stock then subject to restrictions at a cash price per share
equal to the price paid by the Holder for such Restricted Stock or such other amount as may be specified in the applicable Program
or Award Agreement. Notwithstanding the foregoing, the Administrator, in its sole discretion, may provide that upon certain events,
including a Change in Control, the Holder’s death, retirement or disability or any other specified Termination of Service
or any other event, the Holder’s rights in unvested Restricted Stock shall not lapse, such Restricted Stock shall vest and,
if applicable, the Company shall not have a right of repurchase.


 


8.5                   
Certificates for Restricted Stock. Restricted Stock granted pursuant to the Plan may be evidenced in such manner
as the Administrator shall determine. Certificates or book entries evidencing shares of Restricted Stock shall include an appropriate
legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock. The Company, in its sole discretion,
may (a) retain physical possession of any stock certificate evidencing shares of Restricted Stock until the restrictions thereon
shall have lapsed and/or (b) require that the stock certificates evidencing shares of Restricted Stock be held in custody by a
designated escrow agent (which may but need not be the Company) until the restrictions thereon shall have lapsed, and that the
Holder deliver a stock power, endorsed in blank, relating to such Restricted Stock.


 






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8.6                   
Section 83(b) Election. If a Holder makes an election under Section 83(b) of the Code to be taxed with respect to
the Restricted Stock as of the date of transfer of the Restricted Stock rather than as of the date or dates upon which the Holder
would otherwise be taxable under Section 83(a) of the Code, the Holder shall be required to deliver a copy of such election to
the Company promptly after filing such election with the Internal Revenue Service along with proof of the timely filing thereof
with the Internal Revenue Service.


 


ARTICLE
9. 


 


Award
of restricted stock units


 


9.1                   
Grant of Restricted Stock Units. The Administrator is authorized to grant Awards of Restricted Stock Units to any
Eligible Individual selected by the Administrator in such amounts and subject to such terms and conditions as determined by the
Administrator.


 


9.2                   
Term. Except as otherwise provided herein, the term of a Restricted Stock Unit award shall be set by the Administrator
in its sole discretion.


 


9.3                   
Purchase Price. The Administrator shall specify the purchase price, if any, to be paid by the Holder to the Company
with respect to any Restricted Stock Unit award; provided, however, that value of the consideration shall not be
less than the par value of a Share, unless otherwise permitted by Applicable Law.


 


9.4                   
Vesting of Restricted Stock Units. At the time of grant, the Administrator shall specify the date or dates on which
the Restricted Stock Units shall become fully vested and nonforfeitable, and may specify such conditions to vesting as it deems
appropriate, including, without limitation, vesting based upon the Holder’s duration of service to the Company or any Affiliate,
one or more Performance Criteria, Company performance, individual performance or other specific criteria, in each case on a specified
date or dates or over any period or periods, as determined by the Administrator.


 


9.5                   
Maturity and Payment. At the time of grant, the Administrator shall specify the maturity date applicable to each
grant of Restricted Stock Units, which shall be no earlier than the vesting date or dates of the Award and may be determined at
the election of the Holder (if permitted by the applicable Award Agreement); provided that, except as otherwise determined
by the Administrator, set forth in any applicable Award Agreement, and subject to compliance with Section 409A of the Code, in
no event shall the maturity date relating to each Restricted Stock Unit occur following the later of (a) the 15th day
of the third month following the end of calendar year in which the applicable portion of the Restricted Stock Unit vests; or (b)
the 15th day of the third month following the end of the Company’s fiscal year in which the applicable portion
of the Restricted Stock Unit vests. On the maturity date, the Company shall, subject to Section 12.4(e), transfer to the Holder
one unrestricted, fully transferable Share for each Restricted Stock Unit scheduled to be paid out on such date and not previously
forfeited, or in the sole discretion of the Administrator, an amount in cash equal to the Fair Market Value of such Shares on the
maturity date or a combination of cash and Common Stock as determined by the Administrator.


 






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9.6                   
Payment upon Termination of Service. An Award of Restricted Stock Units shall only be payable while the Holder is
an Employee, a Consultant or a member of the Board, as applicable; provided, however, that the Administrator, in
its sole discretion, may provide (in an Award Agreement or otherwise) that a Restricted Stock Unit award may be paid subsequent
to a Termination of Service in certain events, including a Change in Control, the Holder’s death, retirement or disability
or any other specified Termination of Service.


 


9.7                   
No Rights as a Stockholder. Unless otherwise determined by the Administrator, a Holder of Restricted Stock Units
shall possess no incidents of ownership with respect to the Shares represented by such Restricted Stock Units, unless and until
such Shares are transferred to the Holder pursuant to the terms of this Plan and the Award Agreement.


 


ARTICLE
10. 


 


award
of PERFORMANCE AWARDS, DIVIDEND EQUIVALENTS, STOCK


PAYMENTS, DEFERRED STOCK, DEFERRED STOCK UNITS


 


10.1               
Performance Awards.


 


(a)               
The Administrator is authorized to grant Performance Awards, including Awards of Performance Stock Units, to any Eligible
Individual and to determine whether such Performance Awards shall be Performance-Based Compensation. The value of Performance Awards,
including Performance Stock Units, may be linked to any one or more of the Performance Criteria or other specific criteria determined
by the Administrator, in each case on a specified date or dates or over any period or periods and in such amounts as may be determined
by the Administrator. Performance Awards, including Performance Stock Unit awards may be paid in cash, Shares, or a combination
of cash and Shares, as determined by the Administrator.


 


(b)              
Without limiting Section 10.1(a), the Administrator may grant Performance Awards to any Eligible Individual in the form
of a cash bonus payable upon the attainment of objective Performance Goals, or such other criteria, whether or not objective, which
are established by the Administrator, in each case on a specified date or dates or over any period or periods determined by the
Administrator. Any such bonuses paid to a Holder which are intended to be Performance-Based Compensation shall be based upon objectively
determinable bonus formulas established in accordance with the provisions of Article 5.


 


10.2               
Dividend Equivalents.


 


(a)               
Dividend Equivalents may be granted by the Administrator based on dividends declared on the Common Stock, to be credited
as of dividend payment dates with respect to dividends with record dates that occur during the period between the date an Award
is granted to a Holder and the date such Award vests, is exercised, is distributed or expires, as determined by the Administrator.
Such Dividend Equivalents shall be converted to cash or additional Shares by such formula and at such time and subject to such
restrictions and limitations as may be determined by the Administrator. In addition, Dividend Equivalents with respect to an Award
with performance-based vesting that are based on dividends paid to other stockholders prior to the vesting of such Award shall
only be paid out to the Holder to the extent that the performance-based vesting conditions are subsequently satisfied and if/when
the Award vests.


 






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(b)              
Notwithstanding the foregoing, no Dividend Equivalents shall be payable with respect to Options or Stock Appreciation Rights.


 


10.3               
Stock Payments. The Administrator is authorized to make Stock Payments to any Eligible Individual. The number or
value of Shares of any Stock Payment shall be determined by the Administrator and may be based upon one or more Performance Criteria
or any other specific criteria, including service to the Company or any Affiliate, determined by the Administrator. Shares underlying
a Stock Payment which is subject to a vesting schedule or other conditions or criteria set by the Administrator shall not be issued
until those conditions have been satisfied. Unless otherwise provided by the Administrator, a Holder of a Stock Payment shall have
no rights as a Company stockholder with respect to such Stock Payment until such time as the Stock Payment has vested and the Shares
underlying the Award have been issued to the Holder. Stock Payments may, but are not required to, be made in lieu of base salary,
bonus, fees or other cash compensation otherwise payable to such Eligible Individual.


 


10.4               
Deferred Stock Units. The Administrator is authorized to grant Deferred Stock Units to any Eligible Individual. The
number of Deferred Stock Units shall be determined by the Administrator and may (but is not required to) be based on one or more
Performance Criteria or other specific criteria, including service to the Company or any Affiliate, as the Administrator determines,
in each case on a specified date or dates or over any period or periods determined by the Administrator. Each Deferred Stock Unit
shall entitle the Holder thereof to receive one Share on the date the Deferred Stock Unit becomes vested or upon a specified settlement
date thereafter (which settlement date may (but is not required to) be the date of the Holder’s Termination of Service).
Shares underlying a Deferred Stock Unit award which is subject to a vesting schedule or other conditions or criteria set by the
Administrator shall not be issued until on or following the date that those conditions and criteria have been satisfied. Unless
otherwise provided by the Administrator, a Holder of Deferred Stock Units shall have no rights as a Company stockholder with respect
to such Deferred Stock Units until such time as the Award has vested and any other applicable conditions and/or criteria have been
satisfied and the Shares underlying the Award have been issued to the Holder.


 


10.5               
Term. The term of a Performance Award, Dividend Equivalent award, Stock Payment award, Deferred Stock award and/or
Deferred Stock Unit award shall be established by the Administrator in its sole discretion.


 


10.6               
Purchase Price. The Administrator may establish the purchase price of a Performance Award, Shares distributed as
a Stock Payment award, shares of Deferred Stock or Shares distributed pursuant to a Deferred Stock Unit award; provided,
however, that value of the consideration shall not be less than the par value of a Share, unless otherwise permitted by
Applicable Law.


 


10.7               
Termination of Service. A Performance Award, Stock Payment award, Dividend Equivalent award, Deferred Stock award
and/or Deferred Stock Unit award is distributable only while the Holder is an Employee, Director or Consultant, as applicable.
The Administrator, however, in its sole discretion, may provide that the Performance Award, Dividend Equivalent award, Stock Payment
award, Deferred Stock award and/or Deferred Stock Unit award may be distributed subsequent to a Termination of Service in certain
events, including a Change in Control, the Holder’s death, retirement or disability or any other specified Termination of
Service.


 






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ARTICLE
11. 


 


award
of STOCK APPRECIATION RIGHTS


 


11.1               
Grant of Stock Appreciation Rights.


 


(a)               
The Administrator is authorized to grant Stock Appreciation Rights to Eligible Individuals from time to time, in its sole
discretion, on such terms and conditions as it may determine, which shall not be inconsistent with the Plan.


 


(b)              
A Stock Appreciation Right shall entitle the Holder (or other person entitled to exercise the Stock Appreciation Right pursuant
to the Plan) to exercise all or a specified portion of the Stock Appreciation Right (to the extent then exercisable pursuant to
its terms) and to receive from the Company an amount determined by multiplying the difference obtained by subtracting the exercise
price per share of the Stock Appreciation Right from the Fair Market Value on the date of exercise of the Stock Appreciation Right
by the number of Shares with respect to which the Stock Appreciation Right shall have been exercised, subject to any limitations
the Administrator may impose. Except as described in (c) below, the exercise price per Share subject to each Stock Appreciation
Right shall be set by the Administrator, but shall not be less than 100% of the Fair Market Value on the date the Stock Appreciation
Right is granted.


 


(c)               
Notwithstanding the foregoing provisions of Section 11.1(b) to the contrary, in the case of a Stock Appreciation Right that
is a Substitute Award, the price per share of the Shares subject to such Stock Appreciation Right may be less than 100% of the
Fair Market Value per share on the date of grant; provided that the excess of: (i) the aggregate Fair Market Value (as of
the date such Substitute Award is granted) of the Shares subject to the Substitute Award, over (ii) the aggregate exercise price
thereof does not exceed the excess of: (x) the aggregate fair market value (as of the time immediately preceding the transaction
giving rise to the Substitute Award, such fair market value to be determined by the Administrator) of the shares of the predecessor
entity that were subject to the grant assumed or substituted for by the Company, over (y) the aggregate exercise price of such
shares.


 


11.2               
Stock Appreciation Right Vesting.


 


(a)               
The period during which the right to exercise, in whole or in part, a Stock Appreciation Right vests in the Holder shall
be set by the Administrator and the Administrator may determine that a Stock Appreciation Right may not be exercised in whole or
in part for a specified period after it is granted. Such vesting may be based on service with the Company or any Affiliate, any
of the Performance Criteria, or any other criteria selected by the Administrator. Except as limited by the Plan, at any time after
grant of a Stock Appreciation Right, the Administrator, in its sole discretion and subject to whatever terms and conditions it
selects, may accelerate the period during which a Stock Appreciation Right vests.


 






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(b)              
No portion of a Stock Appreciation Right which is unexercisable at a Holder’s Termination of Service shall thereafter
become exercisable, except as may be otherwise provided by the Administrator in the applicable Program, the Award Agreement evidencing
the grant of a Stock Appreciation Right, or by action of the Administrator following the grant of the Stock Appreciation Right.


 


11.3               
Manner of Exercise. All or a portion of an exercisable Stock Appreciation Right shall be deemed exercised upon delivery
of all of the following to the Secretary of the Company, the stock administrator of the Company, or such other person or entity
designated by the Administrator, or his, her or its office, as applicable:


 


(a)               
A written or electronic notice complying with the applicable rules established by the Administrator stating that the Stock
Appreciation Right, or a portion thereof, is exercised. The notice shall be signed by the Holder or other person then entitled
to exercise the Stock Appreciation Right or such portion of the Stock Appreciation Right;


 


(b)              
Such representations and documents as the Administrator, in its sole discretion, deems necessary or advisable to effect
compliance with Applicable Law. The Administrator, in its sole discretion, may also take whatever additional actions it deems appropriate
to effect such compliance, including, without limitation, placing legends on share certificates and issuing stop-transfer notices
to agents and registrars;


 


(c)               
In the event that the Stock Appreciation Right shall be exercised pursuant to this Section 11.3 by any person or persons
other than the Holder, appropriate proof of the right of such person or persons to exercise the Stock Appreciation Right, as determined
in the sole discretion of the Administrator; and


 


(d)              
Full payment of the exercise price and applicable withholding taxes to the stock administrator of the Company for the Shares
with respect to which the Stock Appreciation Right, or portion thereof, is exercised, in a manner permitted by Sections 12.1 and
12.2.


 


11.4               
Stock Appreciation Right Term. The term of each Stock Appreciation Right (the “Stock Appreciation Right
Term”) shall be set by the Administrator in its sole discretion; provided, however, that the Stock Appreciation
Right Term shall not be more than ten (10) years from the date the Stock Appreciation Right is granted. The Administrator shall
determine the time period, including the time period following a Termination of Service, during which the Holder has the right
to exercise the vested Stock Appreciation Rights, which time period may not extend beyond the last day of the Stock Appreciation
Right Term applicable to such Stock Appreciation Right. Except as limited by the requirements of Section 409A of the Code and regulations
and rulings thereunder and the first sentence of this Section 11.4, the Administrator may extend the Stock Appreciation Right Term
of any outstanding Stock Appreciation Right, and may extend the time period during which vested Stock Appreciation Rights may be
exercised, in connection with any Termination of Service of the Holder, and may amend, subject to Section 14.1, any other term
or condition of such Stock Appreciation Right relating to such a Termination of Service.


 






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11.5               
Payment. Payment of the amounts payable with respect to Stock Appreciation Rights pursuant to this Article 11 shall
be in cash, Shares (based on its Fair Market Value as of the date the Stock Appreciation Right is exercised), or a combination
of both, as determined by the Administrator.


 


ARTICLE
12. 


 


ADditional
terms of awards


 


12.1               
Payment. The Administrator shall determine the methods by which payments by any Holder with respect to any Awards
granted under the Plan shall be made, including, without limitation: (a) cash or check, (b) Shares (including, in the case of payment
of the exercise price of an Award, Shares issuable pursuant to the exercise of the Award) or Shares held for such period of time
as may be required by the Administrator in order to avoid adverse accounting consequences, in each case, having a Fair Market Value
on the date of delivery equal to the aggregate payments required, (c) delivery of a written or electronic notice that the Holder
has placed a market sell order with a broker acceptable to the Company with respect to Shares then issuable upon exercise or vesting
of an Award, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in
satisfaction of the aggregate payments required; provided that payment of such proceeds is then made to the Company upon
settlement of such sale, or (d) other form of legal consideration acceptable to the Administrator in its sole discretion. The Administrator
shall also determine the methods by which Shares shall be delivered or deemed to be delivered to Holders. Notwithstanding any other
provision of the Plan to the contrary, no Holder who is a Director or an “executive officer” of the Company within
the meaning of Section 13(k) of the Exchange Act shall be permitted to make payment with respect to any Awards granted under the
Plan, or continue any extension of credit with respect to such payment, with a loan from the Company or a loan arranged by the
Company in violation of Section 13(k) of the Exchange Act.


 


12.2               
Tax Withholding. The Company or any Affiliate shall have the authority and the right to deduct or withhold, or require
a Holder to remit to the Company, an amount sufficient to satisfy federal, state, local and foreign taxes (including the Holder’s
FICA, employment tax or other social security contribution obligation) required by law to be withheld with respect to any taxable
event concerning a Holder arising as a result of the Plan. The Administrator, in its sole discretion and in satisfaction of the
foregoing requirement, may withhold, or allow a Holder to elect to have the Company withhold, Shares otherwise issuable under an
Award (or allow the surrender of Shares). The number of Shares which may be so withheld or surrendered shall be limited to the
number of Shares which have a fair market value on the date of withholding or repurchase equal to the aggregate amount of such
liabilities based on the minimum statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes
that are applicable to such supplemental taxable income. The Administrator shall determine the fair market value of the Shares,
consistent with applicable provisions of the Code, for tax withholding obligations due in connection with a broker-assisted cashless
Option or Stock Appreciation Right exercise involving the sale of Shares to pay the Option or Stock Appreciation Right exercise
price or any tax withholding obligation.


 






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12.3               
Transferability of Awards.


 


(a)               
Except as otherwise provided in Section 12.3(b) and 12.3(c):


 


(i)                
No Award under the Plan may be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent
and distribution or, subject to the consent of the Administrator, pursuant to a DRO, unless and until such Award has been exercised,
or the Shares underlying such Award have been issued, and all restrictions applicable to such Shares have lapsed;


 


(ii)              
No Award or interest or right therein shall be liable for the debts, contracts or engagements of the Holder or the Holder’s
successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, hypothecation, encumbrance,
assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment,
garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be
null and void and of no effect, except to the extent that such disposition is permitted by Section 12.3(a)(i); and


 


(iii)            
During the lifetime of the Holder, only the Holder may exercise an Award (or any portion thereof) granted to such Holder
under the Plan, unless it has been disposed of pursuant to a DRO; after the death of the Holder, any exercisable portion of an
Award may, prior to the time when such portion becomes unexercisable under the Plan or the applicable Program or Award Agreement,
be exercised by the Holder’s personal representative or by any person empowered to do so under the deceased Holder’s
will or under the then-applicable laws of descent and distribution.


 


(b)              
Notwithstanding Section 12.3(a), the Administrator, in its sole discretion, may determine to permit a Holder to transfer
an Award other than an Incentive Stock Option to any one or more Permitted Transferees, subject to the following terms and conditions:
(i) an Award transferred to a Permitted Transferee shall not be assignable or transferable by the Permitted Transferee other than
by will or the laws of descent and distribution or pursuant to a DRO; (ii) an Award transferred to a Permitted Transferee shall
continue to be subject to all the terms and conditions of the Award as applicable to the original Holder (other than the ability
to further transfer the Award); and (iii) the Holder and the Permitted Transferee shall execute any and all documents requested
by the Administrator, including, without limitation documents to (A) confirm the status of the transferee as a Permitted Transferee,
(B) satisfy any requirements for an exemption for the transfer under Applicable Law and (C) evidence the transfer.


 


(c)               
Notwithstanding Section 12.3(a), a Holder may, in the manner determined by the Administrator, designate a beneficiary to
exercise the rights of the Holder and to receive any distribution with respect to any Award upon the Holder’s death. A beneficiary,
legal guardian, legal representative, or other person claiming any rights pursuant to the Plan is subject to all terms and conditions
of the Plan and any Program or Award Agreement applicable to the Holder, except to the extent the Plan, the Program and the Award
Agreement otherwise provide, and to any additional restrictions deemed necessary or appropriate by the Administrator. If the Holder
is married or a domestic partner in a domestic partnership qualified under Applicable Law and resides in a community property state,
a designation of a person other than the Holder’s spouse or domestic partner, as applicable, as the Holder’s beneficiary
with respect to more than 50% of the Holder’s interest in the Award shall not be effective without the prior written or electronic
consent of the Holder’s spouse or domestic partner. If no beneficiary has been designated or survives the Holder, payment
shall be made to the person entitled thereto pursuant to the Holder’s will or the laws of descent and distribution. Subject
to the foregoing, a beneficiary designation may be changed or revoked by a Holder at any time; provided that the change
or revocation is filed with the Administrator prior to the Holder’s death.


 






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12.4               
Conditions to Issuance of Shares.


 


(a)               
Notwithstanding anything herein to the contrary, the Company shall not be required to issue or deliver any certificates
or make any book entries evidencing Shares pursuant to the exercise of any Award, unless and until the Board or the Committee has
determined, with advice of counsel, that the issuance of such Shares is in compliance with Applicable Law and the Shares are covered
by an effective registration statement or applicable exemption from registration. In addition to the terms and conditions provided
herein, the Board or the Committee may require that a Holder make such reasonable covenants, agreements and representations as
the Board or the Committee, in its sole discretion, deems advisable in order to comply with Applicable Law.


 


(b)              
All share certificates delivered pursuant to the Plan and all Shares issued pursuant to book entry procedures are subject
to any stop-transfer orders and other restrictions as the Administrator deems necessary or advisable to comply with Applicable
Law. The Administrator may place legends on any share certificate or book entry to reference restrictions applicable to the Shares.


 


(c)               
The Administrator shall have the right to require any Holder to comply with any timing or other restrictions with respect
to the settlement, distribution or exercise of any Award, including a window-period limitation, as may be imposed in the sole discretion
of the Administrator.


 


(d)              
No fractional Shares shall be issued and the Administrator, in its sole discretion, shall determine whether cash shall be
given in lieu of fractional Shares or whether such fractional Shares shall be eliminated by rounding down.


 


(e)               
Notwithstanding any other provision of the Plan, unless otherwise determined by the Administrator or required by Applicable
Law, the Company shall not deliver to any Holder certificates evidencing Shares issued in connection with any Award and instead
such Shares shall be recorded in the books of the Company (or, as applicable, its transfer agent or stock plan administrator).


 


12.5               
Forfeiture and Claw-Back Provisions. Pursuant to its general authority to determine the terms and conditions applicable
to Awards under the Plan, the Administrator shall have the right to provide, in an Award Agreement or otherwise, or to require
a Holder to agree by separate written or electronic instrument, that:


 






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(a)               
(i) Any proceeds, gains or other economic benefit actually or constructively received by the Holder upon any receipt or
exercise of the Award, or upon the receipt or resale of any Shares underlying the Award, shall be paid to the Company, and (ii)
the Award shall terminate and any unexercised portion of the Award (whether or not vested) shall be forfeited, if (x) a Termination
of Service occurs prior to a specified date, or within a specified time period following receipt or exercise of the Award, or (y)
the Holder at any time, or during a specified time period, engages in any activity in competition with the Company, or which is
inimical, contrary or harmful to the interests of the Company, as further defined by the Administrator or (z) the Holder incurs
a Termination of Service for “cause” (as such term is defined in the sole discretion of the Administrator, or as set
forth in a written agreement relating to such Award between the Company and the Holder); and


 


(b)              
All Awards (including any proceeds, gains or other economic benefit actually or constructively received by the Holder upon
any receipt or exercise of any Award or upon the receipt or resale of any Shares underlying the Award) shall be subject to the
provisions of any claw-back policy implemented by the Company, including, without limitation, any claw-back policy adopted to comply
with the requirements of Applicable Law, including without limitation the Dodd-Frank Wall Street Reform and Consumer Protection
Act and any rules or regulations promulgated thereunder, to the extent set forth in such claw-back policy and/or in the applicable
Award Agreement.


 


12.6               
Prohibition on Repricing. Subject to Section 14.2, the Administrator shall not, without the approval of the stockholders
of the Company, (i) authorize the amendment of any outstanding Option or Stock Appreciation Right to reduce its price per share,
(ii) cancel any Option or Stock Appreciation Right in exchange for cash or another Award when the Option or Stock Appreciation
Right price per share exceeds the Fair Market Value of the underlying Shares, or (iii) take any other action with respect to an
Option or Stock Appreciation Right that would be treated as a repricing under the rules and regulations of the principal United
States national securities exchange on which the Shares are traded.


 


ARTICLE
13. 


 


ADMINISTRATION


 


13.1               
Administrator. The Committee (or another committee or a subcommittee of the Board assuming the functions of the Committee
under the Plan) shall administer the Plan (except as otherwise permitted herein). To the extent necessary to comply with Rule 16b-3
of the Exchange Act, and with respect to Awards that are intended to be Performance-Based Compensation, including Options and Stock
Appreciation Rights, then the Committee (or another committee or subcommittee of the Board assuming the functions of the Committee
under the Plan) shall take all action with respect to such Awards, and the individuals taking such action shall consist solely
of two or more Non-Employee Directors appointed by and holding office at the pleasure of the Board, each of whom is intended to
qualify as both a “non-employee director” as defined by Rule 16b-3 of the Exchange Act or any successor rule and an
“outside director” for purposes of Section 162(m) of the Code. Additionally, to the extent required by Applicable
Law, each of the individuals constituting the Committee (or another committee or subcommittee of the Board assuming the functions
of the Committee under the Plan) shall be an “independent director” under the rules of any securities exchange or automated
quotation system on which the Shares are listed, quoted or traded. Notwithstanding the foregoing, any action taken by the Committee
shall be valid and effective, whether or not members of the Committee at the time of such action are later determined not to have
satisfied the requirements for membership set forth in this Section 13.l or otherwise provided in any charter of the Committee.
Except as may otherwise be provided in any charter of the Committee, appointment of Committee members shall be effective upon acceptance
of appointment. Committee members may resign at any time by delivering written or electronic notice to the Board. Vacancies in
the Committee may only be filled by the Board. Notwithstanding the foregoing, (a) the full Board, acting by a majority of its members
in office, shall conduct the general administration of the Plan with respect to Awards granted to Non-Employee Directors and, with
respect to such Awards, the terms “Administrator” and “Committee” as used in the Plan shall be deemed to
refer to the Board and (b) the Board or Committee may delegate its authority hereunder to the extent permitted by Section 13.6.


 






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13.2               
Duties and Powers of Committee. It shall be the duty of the Committee to conduct the general administration of the
Plan in accordance with its provisions. The Committee shall have the power to interpret the Plan, the Program and the Award Agreement,
and to adopt such rules for the administration, interpretation and application of the Plan as are not inconsistent therewith, to
interpret, amend or revoke any such rules and to amend any Program or Award Agreement; provided that the rights or obligations
of the Holder of the Award that is the subject of any such Program or Award Agreement are not affected adversely by such amendment,
unless the consent of the Holder is obtained or such amendment is otherwise permitted under Section 12.5 or Section 14.10. Any
such grant or award under the Plan need not be the same with respect to each Holder. Any such interpretations and rules with respect
to Incentive Stock Options shall be consistent with the provisions of Section 422 of the Code. In its sole discretion, the Board
may at any time and from time to time exercise any and all rights and duties of the Committee under the Plan except with respect
to matters which under Rule 16b-3 under the Exchange Act or any successor rule, or Section 162(m) of the Code, or any regulations
or rules issued thereunder, or the rules of any securities exchange or automated quotation system on which the Shares are listed,
quoted or traded are required to be determined in the sole discretion of the Committee.


 


13.3               
Action by the Committee. Unless otherwise established by the Board or in any charter of the Committee, a majority
of the Committee shall constitute a quorum and the acts of a majority of the members present at any meeting at which a quorum is
present, and acts approved in writing by all members of the Committee in lieu of a meeting, shall be deemed the acts of the Committee.
Each member of the Committee is entitled to, in good faith, rely or act upon any report or other information furnished to that
member by any officer or other employee of the Company or any Affiliate, the Company’s independent certified public accountants,
or any executive compensation consultant or other professional retained by the Company to assist in the administration of the Plan.


 


13.4               
Authority of Administrator. Subject to the Company’s Bylaws, the Committee’s Charter and any specific
designation in the Plan, the Administrator has the exclusive power, authority and sole discretion to:


 






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(a)               
Designate Eligible Individuals to receive Awards;


 


(b)              
Determine the type or types of Awards to be granted to each Eligible Individual;


 


(c)               
Determine the number of Awards to be granted and the number of Shares to which an Award will relate;


 


(d)              
Determine the terms and conditions of any Award granted pursuant to the Plan, including, but not limited to, the exercise
price, grant price, purchase price, any Performance Criteria, any restrictions or limitations on the Award, any schedule for vesting,
lapse of forfeiture restrictions or restrictions on the exercisability of an Award, and accelerations or waivers thereof, and any
provisions related to non-competition and recapture of gain on an Award, based in each case on such considerations as the Administrator
in its sole discretion determines;


 


(e)               
Determine whether, to what extent, and pursuant to what circumstances an Award may be settled in, or the exercise price
of an Award may be paid in cash, Shares, other Awards, or other property, or an Award may be canceled, forfeited, or surrendered;


 


(f)               
Prescribe the form of each Award Agreement, which need not be identical for each Holder;


 


(g)              
Decide all other matters that must be determined in connection with an Award;


 


(h)              
Establish, adopt, or revise any rules and regulations as it may deem necessary or advisable to administer the Plan;


 


(i)                
Interpret the terms of, and any matter arising pursuant to, the Plan, any Program or any Award Agreement;


 


(j)                
Make all other decisions and determinations that may be required pursuant to the Plan or as the Administrator deems necessary
or advisable to administer the Plan; and


 


(k)              
Accelerate wholly or partially the vesting or lapse of restrictions of any Award or portion thereof at any time after the
grant of an Award, subject to whatever terms and conditions it selects and Section 14.2.


 


13.5               
Decisions Binding. The Administrator’s interpretation of the Plan, any Awards granted pursuant to the Plan,
any Program, any Award Agreement and all decisions and determinations by the Administrator with respect to the Plan are final,
binding and conclusive on all parties.


 


13.6               
Delegation of Authority. To the extent permitted by Applicable Law, the Board or Committee may from time to time
delegate to a committee of one or more members of the Board or one or more officers of the Company the authority to grant or amend
Awards or to take other administrative actions pursuant to this Article 13; provided, however, that in no
event shall an officer of the Company be delegated the authority to grant awards to, or amend awards held by, the following individuals:
(a) individuals who are subject to Section 16 of the Exchange Act, (b) Covered Employees or (c) officers of the Company (or Directors)
to whom authority to grant or amend Awards has been delegated hereunder; provided, further, that any delegation of
administrative authority shall only be permitted to the extent it is permissible under Section 162(m) of the Code and other Applicable
Law. Any delegation hereunder shall be subject to the restrictions and limits that the Board or Committee specifies at the time
of such delegation, and the Board may at any time rescind the authority so delegated or appoint a new delegatee. At all times,
the delegatee appointed under this Section 13.6 shall serve in such capacity at the pleasure of the Board and the Committee.


 






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ARTICLE
14.



MISCELLANEOUS PROVISIONS


 


14.1               
Amendment, Suspension or Termination of the Plan. Except as otherwise provided in this Section 14.1, the Plan may
be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Board or
the Committee. However, without approval of the Company’s stockholders given within twelve (12) months before or after the
action by the Administrator, no action of the Administrator may, except as provided in Section 14.2, (a) increase the limits imposed
in Section 3.1 on the maximum number of Shares which may be issued under the Plan, (b) reduce the price per share of any outstanding
Option or Stock Appreciation Right granted under the Plan or take any action prohibited under Section 12.6, or (c) cancel any Option
or Stock Appreciation Right in exchange for cash or another Award when the Option or Stock Appreciation Right price per share exceeds
the Fair Market Value of the underlying Shares. Except as provided in Section 12.5 and Section 14.10, no amendment, suspension
or termination of the Plan shall, without the consent of the Holder, impair any rights or obligations under any Award theretofore
granted or awarded, unless the Award itself otherwise expressly so provides. No Awards may be granted or awarded during any period
of suspension or after termination of the Plan, and notwithstanding anything herein to the contrary, in no event may any Award
be granted under the Plan after the tenth (10th) anniversary of the Effective Date (the “Expiration Date”).
Any Awards that are outstanding on the Expiration Date shall remain in force according to the terms of the Plan and the applicable
Award Agreement.


 


14.2               
Changes in Common Stock or Assets of the Company, Acquisition or Liquidation of the Company and Other Corporate Events.


 


(a)               
In the event of any stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution
(other than normal cash dividends) of Company assets to stockholders, or any other change affecting the Shares of the Company’s
stock or the share price of the Company’s stock other than an Equity Restructuring, the Administrator may make equitable
adjustments, if any, to reflect such change with respect to: (i) the aggregate number and kind of Shares that may be issued under
the Plan (including, but not limited to, adjustments of the limitations in Sections 3.1 and 3.3 on the maximum number and kind
of Shares which may be issued under the Plan, and adjustments of the Award Limit); (ii) the number and kind of Shares (or other
securities or property) subject to outstanding Awards; (iii) the number and kind of Shares (or other securities or property) for
which automatic grants are subsequently to be made to new and continuing Non-Employee Directors pursuant to Section 4.6; (iv) the
terms and conditions of any outstanding Awards (including, without limitation, any applicable performance targets or criteria with
respect thereto); and (v) the grant or exercise price per share for any outstanding Awards under the Plan. Any adjustment affecting
an Award intended as Performance-Based Compensation shall be made consistent with the requirements of Section 162(m) of the Code.


 






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(b)              
In the event of any transaction or event described in Section 14.2(a) or any unusual or nonrecurring transactions or events
affecting the Company, any Affiliate of the Company, or the financial statements of the Company or any Affiliate, or of changes
in Applicable Law or accounting principles, the Administrator, in its sole discretion, and on such terms and conditions as it deems
appropriate, either by the terms of the Award or by action taken prior to the occurrence of such transaction or event and either
automatically or upon the Holder’s request, is hereby authorized to take any one or more of the following actions whenever
the Administrator determines that such action is appropriate in order to prevent dilution or enlargement of the benefits or potential
benefits intended to be made available under the Plan or with respect to any Award under the Plan, to facilitate such transactions
or events or to give effect to such changes in laws, regulations or principles:


 


(i)                
To provide for either (A) termination of any such Award in exchange for an amount of cash, if any, equal to the amount that
would have been attained upon the exercise of such Award or realization of the Holder’s rights (and, for the avoidance of
doubt, if as of the date of the occurrence of the transaction or event described in this Section 14.2 the Administrator determines
in good faith that no amount would have been attained upon the exercise of such Award or realization of the Holder’s rights,
then such Award may be terminated by the Company without payment) or (B) the replacement of such Award with other rights or property
selected by the Administrator, in its sole discretion, having an aggregate value not exceeding the amount that could have been
attained upon the exercise of such Award or realization of the Holder’s rights had such Award been currently exercisable
or payable or fully vested;


 


(ii)              
To provide that such Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall
be substituted for by similar options, rights or awards covering the stock of the successor or survivor corporation, or a parent
or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices;


 


(iii)            
To make adjustments in the number and type of Shares of the Company’s stock (or other securities or property) subject
to outstanding Awards, and in the number and kind of outstanding Restricted Stock or Deferred Stock and/or in the terms and conditions
of (including the grant or exercise price), and the criteria included in, outstanding Awards and Awards which may be granted in
the future;


 


(iv)            
To provide that such Award shall be exercisable or payable or fully vested with respect to all Shares covered thereby, notwithstanding
anything to the contrary in the Plan or the applicable Program or Award Agreement; and


 






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(v)              
To provide that the Award cannot vest, be exercised or become payable after such event.


 


(c)               
In connection with the occurrence of any Equity Restructuring, and notwithstanding anything to the contrary in Section 14.2(a)
and 14.2(b):


 


(i)                
The number and type of securities subject to each outstanding Award and the exercise price or grant price thereof, if applicable,
shall be equitably adjusted; and/or


 


(ii)              
The Administrator shall make such equitable adjustments, if any, as the Administrator, in its sole discretion, may deem
appropriate to reflect such Equity Restructuring with respect to the aggregate number and kind of Shares that may be issued under
the Plan (including, but not limited to, adjustments of the limitations in Sections 3.1 and 3.3 on the maximum number and kind
of Shares which may be issued under the Plan, and adjustments of the Award Limit). The adjustments provided under this Section
14.2(c) shall be nondiscretionary and shall be final and binding on the affected Holder and the Company.


 


(d)              
Notwithstanding any other provision of the Plan, in the event of a Change in Control, each outstanding Award shall continue
in effect or be assumed or an equivalent Award substituted by the successor corporation or a parent or subsidiary of the successor
corporation.


 


(e)               
In the event that the successor corporation in a Change in Control refuses to assume or substitute for the Award, the Administrator
may cause any or all of such Awards to become fully exercisable immediately prior to the consummation of such transaction and all
forfeiture restrictions on any or all of such Awards to lapse. If an Award is exercisable in lieu of assumption or substitution
in the event of a Change in Control, the Administrator shall notify the Holder that the Award shall be fully exercisable for a
period of fifteen (15) days from the date of such notice, contingent upon the occurrence of the Change in Control, and the Award
shall terminate upon the expiration of such period.


 


(f)               
For the purposes of this Section 14.2, an Award shall be considered assumed if, following the Change in Control, the Award
confers the right to purchase or receive, for each Share subject to the Award immediately prior to the Change in Control, the consideration
(whether stock, cash, or other securities or property) received in the Change in Control by holders of Common Stock for each Share
held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration
chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received
in the Change in Control was not solely common stock of the successor corporation or its parent, the Administrator may, with the
consent of the successor corporation, provide for the consideration to be received upon the exercise of the Award, for each Share
subject to an Award, to be solely common stock of the successor corporation or its parent equal in fair market value to the per-share
consideration received by holders of Common Stock in the Change in Control.


 






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(g)              
The Administrator, in its sole discretion, may include such further provisions and limitations in any Award, agreement or
certificate, as it may deem equitable and in the best interests of the Company that are not inconsistent with the provisions of
the Plan.


 


(h)              
With respect to Awards which are granted to Covered Employees and are intended to qualify as Performance-Based Compensation,
no adjustment or action described in this Section 14.2 or in any other provision of the Plan shall be authorized to the extent
that such adjustment or action would cause such Award to fail to so qualify as Performance-Based Compensation, unless the Administrator
determines that the Award should not so qualify. No adjustment or action described in this Section 14.2 or in any other provision
of the Plan shall be authorized to the extent that such adjustment or action would cause the Plan to violate Section 422(b)(1)
of the Code. Furthermore, no such adjustment or action shall be authorized to the extent such adjustment or action would result
in short-swing profits liability under Section 16 or violate the exemptive conditions of Rule 16b-3 unless the Administrator determines
that the Award is not to comply with such exemptive conditions.


 


(i)                
The existence of the Plan, the Program, the Award Agreement and the Awards granted hereunder shall not affect or restrict
in any way the right or power of the Company or the stockholders of the Company to make or authorize any adjustment, recapitalization,
reorganization or other change in the Company’s capital structure or its business, any merger or consolidation of the Company,
any issue of stock or of options, warrants or rights to purchase stock or of bonds, debentures, preferred or prior preference stocks
whose rights are superior to or affect the Common Stock or the rights thereof or which are convertible into or exchangeable for
Common Stock, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business,
or any other corporate act or proceeding, whether of a similar character or otherwise.


 


(j)                
No action shall be taken under this Section 14.2 which shall cause an Award to fail to be exempt from or comply with Section
409A of the Code or the Treasury Regulations thereunder.


 


(k)              
In the event of any pending stock dividend, stock split, combination or exchange of shares, merger, consolidation or other
distribution (other than normal cash dividends) of Company assets to stockholders, or any other change affecting the Shares or
the share price of the Common Stock including any Equity Restructuring, for reasons of administrative convenience, the Company,
in its sole discretion, may refuse to permit the exercise of any Award during a period of up to thirty (30) days prior to the consummation
of any such transaction.


 


14.3               
Approval of Plan by Stockholders. The Plan shall be submitted for the approval of the Company’s stockholders
within twelve (12) months after the date of the Board’s initial adoption of the Plan. Awards may be granted or awarded prior
to such stockholder approval; provided that such Awards shall not be exercisable, shall not vest and the restrictions thereon
shall not lapse and no Shares shall be issued pursuant thereto prior to the time when the Plan is approved by the stockholders;
and provided, further, that if such approval has not been obtained at the end of said twelve (12) month period, all
Awards previously granted or awarded under the Plan shall thereupon be canceled and become null and void.


 






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14.4               
No Stockholders Rights. Except as otherwise provided herein, a Holder shall have none of the rights of a stockholder
with respect to Shares covered by any Award until the Holder becomes the record owner of such Shares.


 


14.5               
Paperless Administration. In the event that the Company establishes, for itself or using the services of a third
party, an automated system for the documentation, granting or exercise of Awards, such as a system using an internet website or
interactive voice response, then the paperless documentation, granting or exercise of Awards by a Holder may be permitted through
the use of such an automated system.


 


14.6               
Effect of Plan upon Other Compensation Plans. The adoption of the Plan shall not affect any other compensation or
incentive plans in effect for the Company or any Affiliate. Nothing in the Plan shall be construed to limit the right of the Company
or any Affiliate: (a) to establish any other forms of incentives or compensation for Employees, Directors or Consultants of
the Company or any Affiliate, or (b) to grant or assume options or other rights or awards otherwise than under the Plan in
connection with any proper corporate purpose including without limitation, the grant or assumption of options in connection with
the acquisition by purchase, lease, merger, consolidation or otherwise, of the business, stock or assets of any corporation, partnership,
limited liability company, firm or association.


 


14.7               
Compliance with Laws. The Plan, the granting and vesting of Awards under the Plan and the issuance and delivery of
Shares and the payment of money under the Plan or under Awards granted or awarded hereunder are subject to compliance with all
Applicable Law (including but not limited to state, federal and foreign securities law and margin requirements), and to such approvals
by any listing, regulatory or governmental authority as may, in the opinion of counsel for the Company, be necessary or advisable
in connection therewith. Any securities delivered under the Plan shall be subject to such restrictions, and the person acquiring
such securities shall, if requested by the Company, provide such assurances and representations to the Company as the Company may
deem necessary or desirable to assure compliance with all Applicable Law. To the extent permitted by Applicable Law, the Plan and
Awards granted or awarded hereunder shall be deemed amended to the extent necessary to conform to Applicable Law.


 


14.8               
Titles and Headings, References to Sections of the Code or Exchange Act. The titles and headings of the Sections
in the Plan are for convenience of reference only and, in the event of any conflict, the text of the Plan, rather than such titles
or headings, shall control. References to sections of the Code or the Exchange Act shall include any amendment or successor thereto.


 


14.9               
Governing Law. The Plan and any agreements hereunder shall be administered, interpreted and enforced under the internal
laws of the State of Delaware without regard to conflicts of laws thereof or of any other jurisdiction.


 


14.10           
Section 409A. To the extent that the Administrator determines that any Award granted under the Plan is subject to
Section 409A of the Code, the Program pursuant to which such Award is granted and the Award Agreement evidencing such Award shall
incorporate the terms and conditions required by Section 409A of the Code. To the extent applicable, the Plan, the Program and
any Award Agreements shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and
other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be
issued after the Effective Date. Notwithstanding any provision of the Plan to the contrary, in the event that following the Effective
Date the Administrator determines that any Award may be subject to Section 409A of the Code and related Department of Treasury
guidance (including such Department of Treasury guidance as may be issued after the Effective Date), the Administrator may adopt
such amendments to the Plan and the applicable Program and Award Agreement or adopt other policies and procedures (including amendments,
policies and procedures with retroactive effect), or take any other actions, that the Administrator determines are necessary or
appropriate to (a) exempt the Award from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided
with respect to the Award, or (b) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance
and thereby avoid the application of any penalty taxes under such Section.


 






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14.11           
No Rights to Awards. No Eligible Individual or other person shall have any claim to be granted any Award pursuant
to the Plan, and neither the Company nor the Administrator is obligated to treat Eligible Individuals, Holders or any other persons
uniformly.


 


14.12           
Unfunded Status of Awards. The Plan is intended to be an “unfunded” plan for incentive compensation.
With respect to any payments not yet made to a Holder pursuant to an Award, nothing contained in the Plan or any Program or Award
Agreement shall give the Holder any rights that are greater than those of a general creditor of the Company or any Affiliate.


 


14.13           
Indemnification. To the extent allowable pursuant to Applicable Law, each member of the Committee or of the Board
shall be indemnified and held harmless by the Company from any loss, cost, liability, or expense that may be imposed upon or reasonably
incurred by such member in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a
party or in which he or she may be involved by reason of any action or failure to act pursuant to the Plan and against and from
any and all amounts paid by him or her in satisfaction of judgment in such action, suit, or proceeding against him or her; provided
he or she gives the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle
and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification
to which such persons may be entitled pursuant to the Company’s Articles of Incorporation or Bylaws, as a matter of law,
or otherwise, or any power that the Company may have to indemnify them or hold them harmless.


 


14.14           
Relationship to other Benefits. No payment pursuant to the Plan shall be taken into account in determining any benefits
under any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Affiliate
except to the extent otherwise expressly provided in writing in such other plan or an agreement thereunder.


 


14.15           
Expenses. The expenses of administering the Plan shall be borne by the Company and its Affiliates.


 


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