Exhibit 10.5


 


SYMMETRY SURGICAL, INC.


2014 EQUITY INCENTIVE PLAN


 


1. Purpose. 


 


This Plan shall be
known as the 2014 Equity Incentive Plan (the “Plan”). The purpose of the Plan shall be to promote the long-term growth
and profitability of Symmetry Surgical, Inc. (the “Company”) and its Subsidiaries by (i) providing certain directors,
officers and employees of, and certain other individuals who perform services for the Company and its Subsidiaries with incentives
to maximize stockholder value and otherwise contribute to the success of the Company and (ii) enabling the Company to attract,
retain and reward the best available persons for positions of responsibility. Grants of incentive or non-qualified stock options,
stock appreciation rights (“SARs”), restricted stock units, restricted stock, performance awards or any combination
of the foregoing may be made under the Plan.


 


2. Definitions.


 


(a) “Board of
Directors” and “Board” mean the board of directors of the Company.


 


(b) “Cause”
shall, with respect to any participant, have the equivalent meaning as the term “cause” or “for cause”
in any employment, consulting, or independent contractor’s agreement between the participant and the Company or any Subsidiary,
or in the absence of such an agreement that contains such a defined term, shall mean the occurrence of one or more of the following
events:


 


(i) Conviction
of any felony or any crime or offense lesser than a felony involving the property of the Company or a Subsidiary; or


 


(ii) Deliberate
or reckless conduct that has caused demonstrable and serious injury to the Company or a Subsidiary, monetary or otherwise, or any
other serious misconduct of such a nature that the participant’s continued relationship with the Company or a Subsidiary
may reasonably be expected to adversely affect the business or properties of the Company or any Subsidiary; or


 


(iii)
Willful refusal to perform or reckless disregard of duties properly assigned, as determined by the Company; or


 


(iv) Breach
of duty of loyalty to the Company or a Subsidiary or other act of fraud or dishonesty with respect to the Company or a Subsidiary.


 


For purposes of this
Section 2(b), any good faith determination of “Cause” made by the Committee shall be binding and conclusive on all
interested parties.


 


(c) “Change
in Control” means the occurrence of one of the following events:


 


(i) if
any “person” or “group” as those terms are used in Sections 13(d) and 14(d) of the Exchange Act or any
successors thereto, other than an Exempt Person, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under
the Exchange Act or any successor thereto), directly or indirectly, of securities of the Company representing more than 50% of
either the then outstanding shares or the combined voting power of the then outstanding securities of the Company; or


 


(ii) during
any period of two consecutive years, individuals who at the beginning of such period constitute the Board and any new directors
whose election by the Board or nomination for election by the Company’s stockholders was approved by at least two-thirds
of the directors then still in office who either were directors at the beginning of the period or whose election was previously
so approved, cease for any reason to constitute a majority thereof; or


 


(iii)
the consummation of a merger or consolidation of the Company with any other corporation or other entity, other than a merger or
consolidation which would result in all or a portion of the voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity)
more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately
after such merger or consolidation; or


 




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(iv) the
consummation of a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all
or substantially all the Company’s assets, other than a sale to an Exempt Person.


 


(d) “Code”
means the Internal Revenue Code of 1986, as amended.


 


(e) “Committee”
means the Compensation Committee of the Board, a subcommittee thereof, or its delegate(s) or designee(s) specifically charged with
taking certain actions hereunder by the Compensation Committee.


 


(f) “Common
Stock” means the Common Stock, par value $0.0001 per share, of the Company, and any other shares into which such stock may
be changed by reason of a recapitalization, reorganization, merger, consolidation or any other change in the corporate structure
or capital stock of the Company that occurs.


 


(g) “Competition”
is deemed to occur if a person whose employment with the Company or its Subsidiaries has terminated obtains a position as a full-time
or part-time employee of, as a member of the board of directors of, or as a consultant or advisor with or to, or acquires an ownership
interest in excess of 2% of, a corporation, partnership, firm or other entity that engages in any business which competes with
any product or service of the Company or any Subsidiary.


 


(h) “Disability”
means a disability that would entitle an eligible participant to payment of monthly disability payments under any Company disability
plan or any agreement between the eligible participant and the Company as otherwise determined by the Committee.


 


(i) “Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


(j) “Exempt
Person” means any employee benefit plan of the Company or any Subsidiary, or a trustee or other administrator or fiduciary
holding securities under an employee benefit plan of the Company or any Subsidiary.


 


(k) “Family
Member” has the meaning given to such term in General Instructions A.1(a)(5) to Form S-8 under the Securities Act of 1933,
as amended, and any successor thereto.


 


(l) “Fair Market
Value” of a share of Common Stock of the Company means, as of the date in question, the officially-quoted closing selling
price of the stock (or if no selling price is quoted, the bid price) on the principal securities exchange on which the Common Stock
is then listed for trading (the “Market”) for the applicable trading day or, if the Common Stock is not then listed
or quoted in the Market, the Fair Market Value shall be the fair value of the Common Stock determined in good faith by the Board;
provided, however, that when shares received upon exercise of an option are immediately sold in the open market, the net sale price
received may be used to determine the Fair Market Value of any shares used to pay the exercise price or applicable withholding
taxes and to compute the withholding taxes.


 


(m) “Good Reason”
shall, with respect to any participant, have the equivalent meaning as the term “good reason” or “for good reason”
in any employment, consulting, or independent contractor’s agreement between the participant and the Company or any Subsidiary,
or in the absence of such an agreement that contains such a defined term, shall mean (i) the assignment to the participant of any
duties materially inconsistent with the participant’s duties or responsibilities as assigned by the Company (or a Subsidiary),
or any other action by the Company (or a Subsidiary) which results in a material diminution in such duties or responsibilities,
excluding for this purpose any isolated, insubstantial and inadvertent actions not taken in bad faith and which are remedied by
the Company (or a Subsidiary) promptly after receipt of notice thereof given by the participant; (ii) any material failure by the
Company (or a Subsidiary) to make any payment of compensation or pay any benefits to the participant that have been agreed upon
between the Company (or a Subsidiary) and the participant in writing, other than an isolated, insubstantial or inadvertent failure
not occurring intentionally and which is remedied by the Company (or a Subsidiary) promptly after receipt of notice thereof given
by the participant; or (iii) the Company’s (or Subsidiary’s) requiring the participant to be based at any office or
location outside of fifty miles from the location of employment or service as of the date of award, except for travel reasonably
required in the performance of the participant’s responsibilities.


 




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(n) “Incentive
Stock Option” means an option conforming to the requirements of Section 422 of the Code and any successor thereto.


 


(o) “Non-Employee
Director” has the meaning given to such term in Rule 16b-3 under the Exchange Act and any successor thereto.


 


(p) “Non-qualified
Stock Option” means any stock option other than an Incentive Stock Option.


 


(q) “Other Company
Securities” mean securities of the Company other than Common Stock, which may include, without limitation, unbundled stock
units or components thereof, debentures, preferred stock, warrants and securities convertible into or exchangeable for Common Stock
or other property.


 


(r) “Performance
Award” means a right, granted to a participant under Section 12 hereof, to receive awards based upon performance criteria
specified by the Committee.


 


(s) “Retirement”
means retirement as defined under any Company pension plan or retirement program or termination of one’s employment on retirement,
all with the approval of the Committee.


 


(t) “Share”
means a share of Common Stock that may be issued pursuant to the Plan.


 


(u) “Subsidiary”
means a corporation or other entity of which outstanding shares or ownership interests representing 50% or more of the combined
voting power of such corporation or other entity entitled to elect the management thereof, or such lesser percentage as may be
approved by the Committee, are owned directly or indirectly by the Company.


 


3. Administration.


 


The Plan shall be
administered by the Committee; provided that the Board may, in its discretion, at any time and from time to time, resolve to administer
the Plan, in which case the term “Committee” shall be deemed to mean the Board for all purposes herein. Subject to
the provisions of the Plan, the Committee shall be authorized to (i) select persons to participate in the Plan, (ii) determine
the form and substance of grants made under the Plan to each participant, and the conditions and restrictions, if any, subject
to which such grants will be made, (iii) certify that the conditions and restrictions applicable to any grant have been met, (iv)
modify the terms of grants made under the Plan (so long as such modification does not adversely impact any participant’s
rights under any grant), (v) interpret the Plan and grants made thereunder, (vi) make any adjustments necessary or desirable in
connection with grants made under the Plan to eligible participants located outside the United States and (vii) adopt, amend, or
rescind such rules and regulations, and make such other determinations, for carrying out the Plan as it may deem appropriate. Decisions
of the Committee on all matters relating to the Plan shall be in the Committee’s sole discretion and shall be conclusive
and binding on all parties. The validity, construction, and effect of the Plan and any rules and regulations relating to the Plan
shall be determined in accordance with applicable federal and state laws and rules and regulations promulgated pursuant thereto.
No member of the Committee and no officer of the Company shall be liable for any action taken or omitted to be taken by such member,
by any other member of the Committee or by any officer of the Company in connection with the performance of duties under the Plan,
except for such person’s own willful misconduct or as expressly provided by statute.


 


The expenses of the
Plan shall be borne by the Company. The Plan shall not be required to establish any special or separate fund or make any other
segregation of assets to assume the payment of any award under the Plan, and rights to the payment of such awards shall be no greater
than the rights of the Company’s general creditors.


 




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4. Shares Available for the Plan; Limit
on Awards.


 


Subject to adjustments
as provided in Section 19, the number of Shares that may be issued pursuant to the Plan as awards shall not exceed ________________
in the aggregate from and after the later of the date it is approved by the Board and the Company’s shareholders. Such Shares
may be in whole or in part authorized and unissued or held by the Company as treasury shares. If any grant under the Plan expires
or terminates unexercised, becomes unexercisable or is forfeited as to any Shares, then such unpurchased or forfeited Shares shall
thereafter be available for further grants under the Plan.


 


Without limiting the
generality of the foregoing provisions of this Section 4 or the generality of the provisions of Sections 3, 6 or 21 or any other
section of this Plan, the Committee may, at any time or from time to time, and on such terms and conditions (that are consistent
with and not in contravention of the other provisions of this Plan) as the Committee may, in its sole discretion, determine, enter
into agreements (or take other actions with respect to the options) for new options containing terms (including exercise prices)
more (or less) favorable than the outstanding options.


 


In any one calendar
year, the Committee shall not grant to any one employee participant awards to purchase or acquire a number of Shares in excess
of twenty percent (50%) of the total number of Shares authorized under the Plan or any other awards hereunder greater than $6 million
in value on the date of grant pursuant to this Section 4. Further, it shall not grant to any Non-Employee Director a grant of Shares
or other award(s) hereunder valued at more than $600,000 on the date of grant.


 


5. Participation.


 


Participation in the
Plan shall be limited to those directors (including Non-Employee Directors), officers (including non-employee officers) and employees
of, and other individuals performing services for the Company and its Subsidiaries selected by the Committee (including participants
located outside the United States). Nothing in the Plan or in any grant thereunder shall confer any right on a participant to continue
in the capacity as a director or officer of or in the performance of services for the Company or shall interfere in any way with
the right of the Company to terminate the employment or performance of services or to reduce the compensation or responsibilities
of a participant at any time. By accepting any award under the Plan, each participant and each person claiming under or through
him or her shall be conclusively deemed to have indicated his or her acceptance and ratification of, and consent to, any action
taken under the Plan by the Company, the Board or the Committee except to the extent that such action prejudices any participant’s
rights thereunder or under any grant.


 


Incentive Stock Options
or Non-qualified Stock Options, SARs, restricted stock units, restricted stock awards, performance awards, or any combination thereof,
may be granted to such persons and for such number of Shares as the Committee shall determine (such individuals to whom grants
are made being sometimes herein called “optionees” or “grantees,” as the case may be). Determinations made
by the Committee under the Plan need not be uniform and may be made selectively among eligible individuals under the Plan, whether
or not such individuals are similarly situated. A grant of any type made hereunder in any one year to an eligible participant shall
neither guarantee nor preclude a further grant of that or any other type to such participant in that year or subsequent years.


 


6. Incentive and Non-qualified Stock
Options and SARs.


 


The Committee may,
from time to time, grant to eligible participants Incentive Stock Options, Non-qualified Stock Options, or any combination thereof;
provided that the Committee may grant Incentive Stock Options only to eligible employees of the Company or its subsidiaries (as
defined for this purpose in Section 424(f) of the Code or any successor thereto). The options granted shall take such form as the
Committee shall determine, subject to the following terms and conditions.


 


It is the Company’s
intent that Non-qualified Stock Options granted under the Plan not be classified as Incentive Stock Options, that Incentive Stock
Options be consistent with and contain or be deemed to contain all provisions required under Section 422 of the Code and any successor
thereto, and that any ambiguities in construction be interpreted in order to effectuate such intent. If an Incentive Stock Option
granted under the Plan does not qualify as such for any reason, then to the extent of such non-qualification, the stock option
represented thereby shall be regarded as a Non-qualified Stock Option duly granted under the Plan, provided that such stock option
otherwise meets the Plan’s requirements for Non-qualified Stock Options.


 




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(a) Price.
The price per Share deliverable upon the exercise of each option (“exercise price”) shall be established by the Committee,
except that the exercise price may not be less than 100% of the Fair Market Value of a share of Common Stock as of the date of
grant of the option, and in the case of the grant of any Incentive Stock Option to an employee who, at the time of the grant, owns
more than 10% of the total combined voting power of all classes of stock of the Company or any of its Subsidiaries, the exercise
price may not be less than 110% of the Fair Market Value of a share of Common Stock as of the date of grant of the option, in each
case unless otherwise permitted by Section 422 of the Code or any successor thereto.


 


(b) Payment.
Options may be exercised, in whole or in part, upon payment of the exercise price of the Shares to be acquired. Unless otherwise
determined by the Committee, payment shall be made (i) in cash (including check, bank draft, money order or wire transfer of immediately
available funds), (ii) by delivery of outstanding shares of Common Stock with a Fair Market Value on the date of exercise equal
to the aggregate exercise price payable with respect to the options’ exercise, (iii) by simultaneous sale through a broker
reasonably acceptable to the Committee of Shares acquired on exercise, as permitted under Regulation T of the Federal Reserve Board,
or (iv) by any combination of the foregoing.


 


In the event a grantee
elects to pay the exercise price payable with respect to an option pursuant to clause (ii) above, only a whole number of share(s)
of Common Stock (and not fractional shares of Common Stock) may be tendered in payment and the Common Stock must be delivered to
the Company. Delivery for this purpose may, at the election of the grantee, be made either by (A) physical delivery of the certificate(s)
for all such shares of Common Stock tendered in payment of the price, accompanied by duly executed instruments of transfer in a
form acceptable to the Company, or (B) direction to the grantee’s broker to transfer, by book entry, such shares of Common
Stock from a brokerage account of the grantee to a brokerage account specified by the Company. When payment of the exercise price
is made by delivery of Common Stock, the difference, if any, between the aggregate exercise price payable with respect to the option
being exercised and the Fair Market Value of the shares of Common Stock tendered in payment (plus any applicable taxes) shall be
paid in cash. No grantee may tender shares of Common Stock having a Fair Market Value exceeding the aggregate exercise price payable
with respect to the option being exercised (plus any applicable taxes).


 


(c) Terms
of Options. The term during which each option may be exercised shall be determined by the Committee, but if required by the
Code and except as otherwise provided herein, no option shall be exercisable in whole or in part more than ten years from the date
it is granted, and no Incentive Stock Option granted to an employee who at the time of the grant owns more than 10% of the total
combined voting power of all classes of stock of the Company or any of its Subsidiaries shall be exercisable more than five years
from the date it is granted. All rights to purchase Shares pursuant to an option shall, unless sooner terminated, expire at the
date designated by the Committee. The Committee shall determine the date on which each option shall become exercisable and may
provide that an option shall become exercisable in installments. The Shares constituting each installment may be purchased, in
whole or in part, at any time after such installment becomes exercisable, subject to such minimum exercise requirements as may
be designated by the Committee. Prior to the exercise of an option and delivery of the Shares represented thereby, the optionee
shall have no rights as a stockholder with respect to any Shares covered by such outstanding option (including any dividend or
voting rights).


 


(d) Limitations
on Grants. If required by the Code, the aggregate Fair Market Value (determined as of the grant date) of Shares for which an
Incentive Stock Option is exercisable for the first time during any calendar year under all equity incentive plans of the Company
and its Subsidiaries (as defined in Section 422 of the Code or any successor thereto) may not exceed $100,000.


 




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(e) Termination.


 


(i) Death
or Disability. Except as otherwise determined by the Committee, if a participant ceases to be a director, officer or employee
of, or to perform other services for, the Company and any Subsidiary due to death or Disability, all of the participant’s
options and SARs that were exercisable on the date of such cessation shall remain so for a period of 180 days from the date of
such death or Disability, but in no event after the expiration date of the options or SARs; provided that a participant who qualifies
hereunder pursuant to Disability does not engage in Competition during such 180-day period unless he or she received written consent
to do so from the Board or the Committee. Notwithstanding the foregoing, if the Disability giving rise to the termination of employment
is not within the meaning of Section 22(e)(3) of the Code or any successor thereto, Incentive Stock Options not exercised by such
participant within 90 days after the date of termination of employment will cease to qualify as Incentive Stock Options and will
be treated as Non-qualified Stock Options under the Plan if required to be so treated under the Code.


 


(ii) Retirement.
Except as otherwise determined by the Committee, if a participant ceases to be a director, officer or employee of, or to perform
other services for, the Company or any Subsidiary upon the occurrence of his or her Retirement, (A) all of the participant’s
options and SARs that were exercisable on the date of Retirement shall remain exercisable for, and shall otherwise terminate at
the end of, a period of 90 days after the date of Retirement, but in no event after the expiration date of the options or SARs;
provided that the participant does not engage in Competition during such 90-day period unless he or she receives written consent
to do so from the Board or the Committee, and (B) all of the participant’s options and SARs that were not exercisable on
the date of Retirement shall be forfeited immediately upon such Retirement; provided, however, that such options and SARs may become
fully vested and exercisable in the discretion of the Committee. Notwithstanding the foregoing, Incentive Stock Options not exercised
by such participant within 90 days after Retirement will cease to qualify as Incentive Stock Options and will be treated as Non-qualified
Stock Options under the Plan if required to be so treated under the Code.


 


(iii)
Discharge for Cause or Failure to Join Company. Except as otherwise determined by the Committee, if a participant ceases
to be a director, officer or employee of, or to perform other services for, the Company or a Subsidiary due to Cause, or if a participant
does not become a director, officer or employee of, or does not begin performing other services for, the Company or a Subsidiary
for any reason, all of the participant’s options and SARs shall expire and be forfeited immediately upon such cessation or
non-commencement, whether or not then exercisable.


 


(iv) Other
Termination. Except as otherwise determined by the Committee, if a participant ceases to be a director, officer or employee
of, or to otherwise perform services for, the Company or a Subsidiary for any reason other than death, Disability, Retirement or
Cause, (A) all of the participant’s options and SARs that were exercisable on the date of such cessation shall remain exercisable
for, and shall otherwise terminate at the end of, a period of 90 days after the date of such cessation, but in no event after the
expiration date of the options or SARs; provided that the participant does not engage in Competition during such 90-day period
unless he or she receives written consent to do so from the Board or the Committee, and (B) all of the participant’s options
and SARs that were not exercisable on the date of such cessation shall be forfeited immediately upon such cessation.


 


(f) Options
Exercisable for Restricted Stock. The Committee shall have the discretion to grant options which are exercisable for Shares
of restricted stock. Should the participant cease to be a director, officer or employee of, or to perform other services for, the
Company or any Subsidiary while holding such Shares of restricted stock, the Company shall have the right to repurchase, at the
exercise price paid per share, any or all of those Shares of restricted stock. The terms upon which such repurchase right shall
be exercisable (including the period and procedure for exercise and the appropriate vesting schedule for the purchased shares)
shall be established by the Committee and set forth in the document evidencing such repurchase right.


 


7. Stock Appreciation Rights.


 


The Committee shall
have the authority to grant SARs under this Plan. SARs shall be subject to such terms and conditions as the Committee may specify;
provided that (1) the exercise price of a SAR may never be less than the Fair Market Value of the Shares subject to the SAR on
the date the right is granted, (2) the Shares are traded on an established securities market, (3) only Shares may be delivered
in settlement of the right upon exercise, and (4) a SAR does not include any feature for the deferral of compensation other than
the deferral of recognition of income until the exercise of the SAR.


 




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No SAR may be exercised
unless the Fair Market Value of a share of Common Stock of the Company on the date of exercise exceeds the exercise price of the
SAR. Prior to the exercise of the SAR and delivery of the Shares represented thereby, the participant shall have no rights as a
stockholder with respect to Shares covered by such outstanding SAR (including any dividend or voting rights).


 


Upon the exercise
of an SAR, the participant shall be entitled to a distribution in an amount equal to (A) the difference between the Fair Market
Value of a share of Common Stock on the date of exercise and the exercise price of the SAR multiplied by (B) the number of Shares
as to which the SAR is exercised. Such distribution shall be in Shares having a Fair Market Value equal to such amount.


 


All SARs will be exercised
automatically on the last day prior to the expiration date of the SAR so long as the Fair Market Value of a share of Common Stock
on that date exceeds the exercise price of the SAR.


 


8. Restricted Stock.


 


The Committee may
at any time and from time to time grant Shares of restricted stock under the Plan to such participants and in such amounts as it
determines. Each grant of restricted stock shall specify the applicable restrictions on such Shares, the duration of such restrictions
(which shall be at least six months except as otherwise determined by the Committee or provided in the third paragraph of this
Section 8), and the time or times at which such restrictions shall lapse with respect to all or a specified number of Shares that
are part of the grant.


 


The participant will
be required to pay the Company the aggregate par value of any Shares of restricted stock (or such larger amount as the Board may
determine to constitute capital under Section 154 of the Delaware General Corporation Law, as amended, or any successor thereto)
within ten days of the date of grant, unless such Shares of restricted stock are treasury shares or unless the Committee allows
the participant to satisfy this obligation via continued services. Unless otherwise determined by the Committee, certificates representing
Shares of restricted stock granted under the Plan will be held in escrow by the Company on the participant’s behalf during
any period of restriction thereon and will bear an appropriate legend specifying the applicable restrictions thereon, and the participant
will be required to execute a blank stock power therefor. Except as otherwise provided by the Committee, during such period of
restriction the participant shall have all of the rights of a holder of Common Stock, including but not limited to the rights to
receive dividends and to vote, and any stock or other securities received as a distribution with respect to such participant’s
restricted stock shall be subject to the same restrictions as then in effect for the restricted stock.


 


At such time as a
participant ceases to be a director, officer, or employee of, or to otherwise perform services for, the Company and its Subsidiaries
due to death, Disability or Retirement (with Committee approval) during any period of restriction, all restrictions on Shares granted
to such participant shall lapse. At such time as a participant ceases to be, or in the event a participant does not become, a director,
officer or employee of, or otherwise performing services for, the Company or its Subsidiaries for any other reason, all Shares
of restricted stock granted to such participant on which the restrictions have not lapsed shall be immediately forfeited to the
Company.


 


9. Restricted Stock Units; Deferred
Stock Units.


 


The Committee may
at any time and from time to time grant restricted stock units under the Plan to such participants and in such amounts as it determines.
Each grant of restricted stock units shall specify the applicable restrictions on such units, the duration of such restrictions
(which shall be at least six months except as otherwise determined by the Committee or provided in the third paragraph of this
Section 9), and the time or times at which such restrictions shall lapse with respect to all or a specified number of units that
are part of the grant.


 


Each restricted stock
unit shall be equivalent in value to one share of Common Stock and shall entitle the participant to receive one Share from the
Company at the end of the vesting period (the “Vesting Period”) of the applicable restricted stock unit, unless the
participant elects in a timely fashion, as provided below, to defer the receipt of such Shares with respect to the restricted stock
units. The Committee may require the payment by the participant of a specified purchase price in connection with any restricted
stock unit award.


 




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Except as otherwise
provided by the Committee, during the Vesting Period the participant shall not have any rights as a shareholder of the Company;
provided that the participant shall have the right to receive accumulated dividends or distributions with respect to the corresponding
number of shares of Common Stock underlying each restricted stock unit at the end of the Vesting Period, unless the participant
elects in a timely fashion, as provided below, to defer the receipt of the Shares with respect to the restricted stock units, in
which case such accumulated dividends or distributions shall be paid by the Company to the participant at such time as the payment
of the Shares with respect to the deferred stock units.


  


Except as otherwise
provided by the Committee, if a participant ceases to be a director, officer or employee of, or to otherwise perform services for,
the Company or any Subsidiary due to his or her death prior to the end of the Deferral Period, the participant shall receive payment
in Shares in respect of such participant’s deferred stock units which would have matured or been earned at the end of such
Deferral Period as if the applicable Deferral Period had ended as of the date of such participant’s death.


 


Except as otherwise
provided by the Committee, if a participant ceases to be a director, officer or employee of, or to otherwise perform services for,
the Company or any Subsidiary upon becoming disabled (as defined under Section 409A(a)(2)(C) of the Code) or Retirement or for
any other reason except termination for Cause prior to the end of the Deferral Period, the participant shall receive payment in
Shares in respect of such participant’s deferred stock units at the end of the applicable Deferral Period or on such accelerated
basis as the Committee may determine, to the extent permitted by regulations issued under Section 409A(a)(3) of the Code.


 


Except as otherwise
provided by the Committee, if a participant ceases to be a director, officer or employee of, or to otherwise perform services for,
the Company or any Subsidiary due to termination for Cause such participant shall immediately forfeit any deferred stock units
which would have matured or been earned at the end of the applicable Deferral Period.


 


Except as otherwise
provided by the Committee, in the event of a Change in Control that also constitutes a “change in the ownership or effective
control of” the Company, or a “change in the ownership of a substantial portion of the assets” of the Company
(in each case as determined under IRS Notice 2005-1, as amended or supplemented from time to time, or regulations issued pursuant
to Section 409A(a)(2)(A)(v) of the Code), a participant shall receive payment in Shares in respect of such participant’s
deferred stock units which would have matured or been earned at the end of the applicable Deferral Period as if such Deferral Period
had ended immediately prior to the Change in Control; provided, however, that if an event that constitutes a Change in Control
hereunder does not constitute a “change in control” under Section 409A of the Code (or the regulations promulgated
thereunder), no payments with respect to the deferred stock units shall be made under this paragraph to the extent such payments
would constitute an impermissible acceleration under Section 409A of the Code.


 


10. Dividend Equivalents.


 


The Committee is authorized
to grant dividend equivalents to a participant entitling the participant to receive cash, Shares, other awards, or other property
equal in value to dividends paid with respect to a specified number of shares of Common Stock of the Company, or other periodic
payments. Dividend equivalents may be awarded on a free-standing basis or in connection with another award. The Committee may provide
that dividend equivalents shall be paid or distributed when accrued or shall be deemed to have been reinvested in additional shares
of Common Stock of the Company, awards, or other investment vehicles, and subject to such restrictions on transferability and risks
of forfeiture, as the Committee may specify.


 


11. Other Stock-Based Awards.


 


The Committee is authorized,
subject to limitations under applicable law, to grant to participants such other awards that may be denominated or payable in,
valued in whole or in part by reference to, or otherwise based on, or related to, shares of Common Stock of the Company, as deemed
by the Committee to be consistent with the purposes of the Plan, including, without limitation, convertible or exchangeable debt
securities, other rights convertible or exchangeable into Shares, purchase rights for Shares, awards with value and payment contingent
upon performance of the Company or any other factors designated by the Committee, and awards valued by reference to the book value
of Shares or the value of securities of or the performance of specified Subsidiaries. The Committee shall determine the terms and
conditions of such awards. Shares delivered pursuant to an award in the nature of a purchase right granted under this Section 11
shall be purchased for such consideration (including without limitation loans from the Company or a Subsidiary to the extent permissible
under the Sarbanes Oxley Act of 2002 and other applicable law), paid for at such times, by such methods, and in such forms, including,
without limitation, cash, Shares, other awards or other property, as the Committee shall determine. Cash awards, as an element
of or supplement to any other award under the Plan, may also be granted pursuant to this Section 11 subject to any requirements
established by the Board or Committee.


 




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12. Performance Awards.


 


The Committee is authorized
to make Performance Awards payable in cash, Shares, or other awards, on terms and conditions established by the Committee, subject
to the provisions of this Section 12.


 


(a) Performance
Goals.The performance goals for such Performance Awards shall be based on objective performance criteria established in
advance by the Compensation Committee that are measured in terms of one or more of the following objectives: (i) operating income
(before or after taxes); (ii) earnings per share (before or after taxes and before or after any adjustments); (iii) sales or product
volume growth; (iv) operating income before or after depreciation and amortization (and including or excluding capital expenditures);
(v) cash flow (including but not limited to, operating cash flow, free cash flow and cash flow return on capital); (vi) operating
profit (before or after taxes); (vii) book value; (viii) net earnings (before or after taxes); (ix) market share; (x) return measures
(including, but not limited to, return on capital, invested capital, assets, equity); (xi) margins; (xii) share pricing (including
but not limited to, growth measures and total shareholder return); (xiii) comparable or sales; (xiv) net income (before or after
taxes); (xv) productivity improvement or operating efficiency; (xvi) costs or expenses; (xvii) shareholder’s equity; (xviii)
revenues or sales; (xix) earnings before or after taxes, interest, depreciation, and/or amortization; (xx) revenue-generating unit-based
metrics; (xxi) expense targets; (xxii) individual performance objectives; (xxiii) working capital targets; (xxiv) measures of economic
value added; (xxv) inventory control; (xxvi) enterprise value; (xxvii) objective measures of customer satisfaction. The foregoing
performance criteria may relate to the Company, one or more of its subsidiaries, or one or more of its or their divisions or units,
or departments or functions, or any combination of the foregoing, and may be applied on an absolute basis and/or be relative to
one or more subsidiary, or any combination thereof, all as the Committee shall determine. The Committee may determine that such
Performance Awards shall be granted, exercised and/or settled upon achievement of any one performance goal or that two or more
of the performance goals must be achieved as a condition to grant, exercise and/or settlement of such Performance Awards. Performance
goals may differ for Performance Awards granted to any one participant or to different participants.


 


Achievement
of performance goals in respect of such Performance Awards shall be measured over any performance period determined by the Committee.
During the performance period, the Committee shall have the authority to adjust the performance goals and objectives for such performance
period for the occurrence of extraordinary acts, with any such decision including an evaluation of the extent to which an adjustment
may impact deductibility under Code Section 162(m) (to the extent applicable). The Committee shall also have the authority to reduce
or eliminate the compensation or other economic benefit that is due upon attainment of the performance goal for such reasons as
it deems equitable, including, but not limited to the occurrence of extraordinary acts. A performance award shall be paid no later
than two and one-half months after the last day of the tax year in which a performance period is completed.


 


The Committee
may establish a Performance Award pool, which shall be an unfunded pool, for purposes of measuring Company performance in connection
with Performance Awards. The amount of such Performance Award pool shall be based upon the achievement of a performance goal or
goals during the given performance period, as specified by the Committee. The Committee may specify the amount of the Performance
Award pool as a percentage of any of such business criteria, a percentage thereof in excess of a threshold amount, or as another
amount which need not bear a strictly mathematical relationship to such business criteria.


 




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Settlement
of Performance Awards shall be in cash, Shares, other awards or other property, in the discretion of the Committee. The Committee
may, in its discretion, reduce the amount of a settlement otherwise to be made in connection with such Performance Awards. The
Committee shall specify the circumstances in which such Performance Awards shall be paid or forfeited in the event of termination
of the participant’s employment or service prior to the end of a performance period or settlement of Performance Awards,
in accordance with all applicable laws and regulations, including, but not limited to, Section 162(m) of the Code.


 


(b) Amendments.
The Board or Committee shall not make any amendment or alteration if such amendment or alteration would result in the Plan or any
individual Performance Award failing to satisfy or conform to any law or regulation or to meet the requirements of any accounting
standard.


 


13. Change in Control.


 


Unless otherwise determined
by the Committee, if there is a Change in Control of the Company and a participant’s employment or service as a director,
officer, or employee of the Company or a Subsidiary, is terminated (1) by the Company without Cause, (2) by reason of the participant’s
death, Disability, or Retirement, or (3) by the participant for Good Reason, within a period before or after such Change in Control
as determined by the Committee and memorialized in the applicable Agreement with the Participant:


 


(i) any
award carrying a right to exercise that was not previously vested and exercisable as of the time of the Change in Control, shall
become immediately vested and exercisable, and shall remain so for up to 180 days after the date of termination (but in no event
after the expiration date of the award), subject to applicable restrictions;


 


(ii) any
restrictions, deferral of settlement, and forfeiture conditions applicable to any other award granted under the Plan shall lapse
and such awards shall be deemed fully vested as of the time of the Change in Control, except to the extent of any waiver by the
participant, and subject to applicable restrictions; and


 


(iii)
with respect to any outstanding Performance Award, the Committee may, within its discretion, deem the performance goals and other
conditions relating to the Performance Award as having been met as of the date of the Change in Control. Such performance award
shall be paid no later than two and one-half months after the last day of the tax year in which such Change in Control occurred
(or in the event that such Change in Control causes the tax year to end, no later than two and one-half months after the closing
of such Change in Control).


 


Notwithstanding the
foregoing, or any other provision of this Plan to the contrary, in connection with any transaction of the type specified by clause
(iii) of the definition of a Change in Control in Section 2(c), the Committee may, in its discretion, (i) cancel any or all outstanding
options under the Plan in consideration for payment to the holders thereof of an amount equal to the portion of the consideration
that would have been payable to such holders pursuant to such transaction if their options had been fully exercised immediately
prior to such transaction, less the aggregate exercise price that would have been payable therefor, or (ii) if the amount that
would have been payable to the option holders pursuant to such transaction if their options had been fully exercised immediately
prior thereto would be equal to or less than the aggregate exercise price that would have been payable therefor, cancel any or
all such options for no consideration or payment of any kind. Payment of any amount payable pursuant to the preceding sentence
may be made in cash or, in the event that the consideration to be received in such transaction includes securities or other property,
in cash and/or securities or other property in the Committee’s discretion.


 


14. Withholding Taxes.


 


(a) Participant
Election. With Committee approval, a participant may elect to deliver shares of Common Stock (or have the Company withhold
shares acquired upon exercise of an option or SAR or deliverable upon grant or vesting of restricted stock, as the case may be)
to satisfy, in whole or in part, the amount the Company is required to withhold for taxes in connection with the exercise of an
option or SAR or the delivery of restricted stock upon grant or vesting, as the case may be. If allowed by the Committee, such
election must be made on or before the date the amount of tax to be withheld is determined. Once made, the election shall be irrevocable.
The fair market value of the shares to be withheld or delivered will be the Fair Market Value as of the date the amount of tax
to be withheld is determined. In the event a participant elects to deliver or have the Company withhold shares of Common Stock
pursuant to this Section 14(a), such delivery or withholding must be made subject to the conditions and pursuant to the procedures
set forth in Section 6(b) with respect to the delivery or withholding of Common Stock in payment of the exercise price of options.


 




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(b) Company
Requirement. The Company may require, as a condition to any grant or exercise under the Plan or to the delivery of certificates
for Shares issued hereunder, that the grantee make provision for the payment to the Company, either pursuant to Section 14(a) or
this Section 14(b), of federal, state or local taxes of any kind required by law to be withheld with respect to any grant or delivery
of Shares. The Company, to the extent permitted or required by law, shall have the right to deduct from any payment of any kind
(including salary or bonus) otherwise due to a grantee, an amount equal to any federal, state or local taxes of any kind required
by law to be withheld with respect to any grant or delivery of Shares under the Plan.


 


15. Written Agreement; Vesting.


 


Each employee to whom
a grant is made under the Plan shall enter into a written agreement with the Company that shall contain such provisions, including
without limitation vesting requirements, consistent with the provisions of the Plan, as may be approved by the Committee. Unless
the Committee determines otherwise or except as otherwise provided in Sections 6, 7, and 8 in connection with a Change in Control
or certain occurrences of termination, no grant under this Plan may be exercised, and no restrictions relating thereto may lapse,
within six months of the date such grant is made.


 


16. Transferability.


 


Unless the Committee
determines otherwise, no award granted under the Plan shall be transferable by a participant other than by will or the laws of
descent and distribution or to a participant’s Family Member by gift or a qualified domestic relations order as defined by
the Code. Unless the Committee determines otherwise, an option, SAR or performance award may be exercised only by the optionee
or grantee thereof; by his or her Family Member if such person has acquired the option, SAR or performance award by gift or qualified
domestic relations order; by the executor or administrator of the estate of any of the foregoing or any person to whom the Option
is transferred by will or the laws of descent and distribution; or by the guardian or legal representative of any of the foregoing;
provided that Incentive Stock Options may be exercised by any Family Member, guardian or legal representative only if permitted
by the Code and any regulations thereunder. All provisions of this Plan shall in any event continue to apply to any option, SAR,
performance award or restricted stock granted under the Plan and transferred as permitted by this Section 16, and any transferee
of any such option, SAR, performance award or restricted stock shall be bound by all provisions of this Plan as and to the same
extent as the applicable original grantee.


 


17. Listing, Registration and Qualification.


 


If the Committee determines
that the listing, registration or qualification upon any securities exchange or under any law of Shares subject to any option,
SAR, performance award, restricted stock unit, or restricted stock grant is necessary or desirable as a condition of, or in connection
with, the granting of same or the issue or purchase of Shares thereunder, no such option or SAR may be exercised in whole or in
part, no such performance award may be paid out, and no Shares may be issued, unless such listing, registration or qualification
is effected free of any conditions not acceptable to the Committee.


 


18. Transfers Between Company and Subsidiaries.


 


The transfer of an
employee, consultant or independent contractor from the Company to a Subsidiary, from a Subsidiary to the Company, or from one
Subsidiary to another shall not be considered a termination of employment or services; nor shall it be considered a termination
of employment if an employee is placed on military or sick leave or such other leave of absence which is considered by the Committee
as continuing intact the employment relationship.


 




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19. Adjustments.


 


In the event of a
reorganization, recapitalization, stock split, stock dividend, combination of shares, merger, consolidation, distribution of assets,
or any other change in the corporate structure or shares of the Company, the Committee shall make such adjustment as it deems appropriate
in the number and kind of Shares or other property available for issuance under the Plan (including, without limitation, the total
number of Shares available for issuance under the Plan pursuant to Section 4), in the number and kind of options, SARs, Shares
or other property covered by grants previously made under the Plan, and in the exercise price of outstanding options and SARs;
provided, however, that the Committee shall not be required to make any adjustment that would (i) require the inclusion of any
compensation deferred pursuant to provisions of the Plan (or an award thereunder) in a participant’s gross income pursuant
to Section 409A of the Code and the regulations issued thereunder from time to time and/or (ii) cause any award made pursuant to
the Plan to be treated as providing for the deferral of compensation pursuant to such Code section and regulations. Any such adjustment
shall be final, conclusive and binding for all purposes of the Plan. In the event of any merger, consolidation or other reorganization
in which the Company is not the surviving or continuing corporation or in which a Change in Control is to occur, all of the Company’s
obligations regarding awards that were granted hereunder and that are outstanding on the date of such event shall, on such terms
as may be approved by the Committee prior to such event, be (a) canceled in exchange for cash or other property (but, with respect
to vested deferred stock units, only if such merger, consolidation, other reorganization, or Change in Control constitutes a “change
in ownership or control” of the Company or a “change in the ownership of a substantial portion of the assets”
of the Company, as determined pursuant to regulations issued under Section 409A(a)(2)(A)(v) of the Code), terminated with no payment
in the event that an option or SAR has an exercise price higher than the per-share price to be paid at the merger, consolidation
or other reorganization, or (c) fully vested notwithstanding any then-existing vesting or performance period that has not elapsed
or been satisfied, or (d) cancelled, in whole or in part, without consideration if it is determined by the Committee in its reasonable
discretion that any performance goals or other requirements to earn such awards have not been achieved and are not likely to be
achieved during any performance measurement period, or (e) assumed by the surviving or continuing corporation.


 


20. Amendment and Termination of the
Plan.


 


The Board of Directors
or the Committee, without approval of the stockholders, may amend or terminate the Plan, except that no amendment shall become
effective without prior approval of the stockholders of the Company if stockholder approval would be required by applicable law
or regulations, including if required for continued compliance with the performance-based compensation exception of Section 162(m)
of the Code or any successor thereto, under the provisions of Section 422 of the Code or any successor thereto, or by any listing
requirement of the principal stock exchange on which the Common Stock is then listed.


 


Notwithstanding any
other provisions of the Plan, and in addition to the powers of amendment set forth in this Section 20 and Section 21 hereof or
otherwise, the provisions hereof and the provisions of any award made hereunder may be amended unilaterally by the Committee from
time to time to the extent necessary (and only to the extent necessary) to prevent the implementation, application or existence
(as the case may be) of any such provision from (i) requiring the inclusion of any compensation deferred pursuant to the provisions
of the Plan (or an award thereunder) in a participant’s gross income pursuant to Section 409A of the Code, and the regulations
issued thereunder from time to time and/or (ii) inadvertently causing any award hereunder to be treated as providing for the deferral
of compensation pursuant to such Code section and regulations.


 


21. Amendment or Substitution of Awards
under the Plan.


 


(a) Except as limited
herein, the terms of any outstanding award under the Plan may be amended from time to time by the Committee in its discretion in
any manner that it deems appropriate, including any acceleration of the date of exercise of any award and/or payments thereunder
or of the date of lapse of restrictions on Shares (but only to the extent permitted by regulations issued under Section 409A(a)(3)
of the Code); provided that, except as otherwise provided in Section 16, no such amendment shall adversely affect in a material
manner any right of a participant under the award without his or her written consent. The Committee may, in its discretion, permit
holders of awards under the Plan to surrender outstanding awards in order to exercise or realize rights under other awards, or
in exchange for the grant of new awards, or require holders of awards to surrender outstanding awards as a condition precedent
to the grant of new awards under the Plan, but only if such surrender, exercise, realization, exchange, or grant (a) would not
constitute a distribution of deferred compensation for purposes of Section 409A(a)(3) of the Code or (b) constitutes a distribution
of deferred compensation that is permitted under regulations issued pursuant to Section 409A(a)(3) of the Code.  


 




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(b) Notwithstanding
any provision in the Plan to the contrary, and except in connection with a corporate transaction involving the Company (including,
without limitation, any stock dividend, distribution (whether in the form of cash, Common Shares, other securities or other property),
stock split, extraordinary cash dividend, recapitalization, change in control, reorganization, merger, consolidation, split-up,
spin-off, combination, repurchase or exchange of Common Stock or other securities, or similar transaction(s), no adjustment or
reduction of the exercise price of any outstanding Stock Option or SAR in the event of a decline in Stock price is permitted without
approval by the Company’s stockholders. The foregoing prohibition includes (i) reducing the exercise price of outstanding
Stock Options or SARs, (ii) cancelling outstanding Stock Options or SARs in connection with granting of Stock Options or SARs
with a lower exercise price to the same individual, (iii) cancelling a Stock Option or SAR in exchange for a cash or other
payment, and (iv) take any other action that would be treated as a re-pricing of a Stock Option or SAR under the rules of
the primary stock exchange on which the Stock is listed.


 


22. Commencement Date; Termination Date.


 


The date of commencement
of the Plan shall be the date that it is approved by the shareholders of the Company. If required by the Code, the Plan will also
be subject to reapproval by the shareholders of the Company.


 


Unless previously
terminated upon the adoption of a resolution of the Board terminating the Plan, the Plan shall terminate at the close of business
on the tenth anniversary of the date this Plan is approved by the Company’s Shareholders. No termination of the Plan shall
materially and adversely affect any of the rights or obligations of any person, without his or her written consent, under any grant
of options or other incentives theretofore granted under the Plan.


 


23. Severability.


 


Whenever possible,
each provision of the Plan shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision
of the Plan is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent
of such prohibition or invalidity, without invalidating the remainder of the Plan.


 


24. Governing Law.


 


The Plan shall be
governed by the corporate laws of the State of Delaware, without giving effect to any choice of law provisions that might otherwise
refer construction or interpretation of the Plan to the substantive law of another jurisdiction.


 




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