Exhibit 10.1




 





DRAFTKINGS INC. 2020 INCENTIVE AWARD
PLAN


 


1.       Purpose.
The purpose of the DraftKings Inc. 2020 Incentive Award Plan (the “Plan”) is to provide a means through which
the Company and its Affiliates may attract and retain key personnel and to provide a means whereby directors, officers, employees,
consultants and advisors (and prospective directors, officers, employees, consultants and advisors) of the Company and its Affiliates
can acquire and maintain an equity interest in the Company, or be paid incentive compensation, which may (but need not) be measured
by reference to the value of Common Shares, thereby strengthening their commitment to the welfare of the Company and its Affiliates
and aligning their interests with those of the Company’s shareholders.


 


2.       Definitions.
The following definitions shall be applicable throughout the Plan:


 


(a)       “Affiliate”
means (i) any person or entity that directly or indirectly controls, is controlled by or is under common control with the Company
and/or (ii) to the extent provided by the Committee, any person or entity in which the Company has a significant interest. The
term “control” (including, with correlative meaning, the terms “controlled by” and “under common
control with”), as applied to any person or entity, means the possession, directly or indirectly, of the power to direct
or cause the direction of the management and policies of such person or entity, whether through the ownership of voting or other
securities, by contract or otherwise.


 


(b)       “Award”
means, individually or collectively, any Incentive Stock Option, Nonqualified Stock Option, Stock Appreciation Right, Restricted
Stock, Restricted Stock Unit, Stock Bonus Award, and Performance Compensation Award granted under the Plan.


 


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


 


(d)       “Business
Combination” has the meaning given such term in the definition of “Change in Control.”


 


(e)       “Cause”
means, in the case of a particular Award, unless the applicable Award agreement states otherwise, (i) the Company or an Affiliate
having “cause” to terminate a Participant’s employment or service, as defined in any employment or consulting
or similar agreement between the Participant and the Company or an Affiliate in effect at the time of such termination or (ii)
in the absence of any such employment or consulting or similar agreement (or the absence of any definition of “Cause”
contained therein), (A) gross misconduct by the Participant which results in loss, damage or injury to the Company or any of its
Affiliates, its goodwill, business or reputation; (B) the commission or attempted commission of an act of embezzlement, fraud or
breach of fiduciary duty which results in loss, damage or injury to the Company or any of its Affiliates, its goodwill, business
or reputation; (C) the unauthorized disclosure or misappropriation of any trade secret or confidential information of the Company,
any of its Affiliate or any third party who has a business relationship with the Company; (D) the Participant’s conviction
of or plea of nolo contendere to, a felony under any state or federal law which materially interferes with such Participant’s
ability to perform his or her services for the Company or any of its Affiliates or which results in loss, damage or injury to the
Company or any of its Affiliates, its goodwill, business or reputation; (E) the violation (or potential violation) by the Participant,
in any material respect, of a non-competition, non-solicitation, non-disclosure or assignment of inventions covenant between the
Participant and the Company or any of its Affiliates; (F) the Participant’s failure to perform the Participant’s assigned
duties and responsibilities to the reasonable satisfaction of the Company which failure continues, in the reasonable judgment of
the Company, after written notice given to the Participant by the Company; or (G) the use of controlled substances, illicit drugs,
alcohol or other substances or behavior which interferes with the Participant’s ability to perform his or her services for
the Company or any of its Affiliates or which otherwise results in loss, damage or injury to the Company, its goodwill, business
or reputation. Any determination of whether Cause exists shall be made by the Committee in its sole discretion.


 


(f)       “Change
in Control” shall, in the case of a particular Award, unless the applicable Award agreement states otherwise or contains
a different definition of “Change in Control,” be deemed to occur upon:


 


(i)       Any
sale, lease, exchange or other transfer (in one or a series of related transactions) of all or substantially all of the assets
of the Company;


 






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(ii)       Any
 “Person” as such term is used in Section 13(d) and Section 14(d) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”) becomes, directly or indirectly, the “beneficial owner” as defined in Rule
13d-3 under the Exchange Act of securities of the Company that represent more than 50% of the combined voting power of the Company’s
then outstanding voting securities (the “Outstanding Company Voting Securities”); provided, however,
that for purposes of this Section 2(f)(ii), the following acquisitions shall not constitute a Change in Control: (I) any acquisition
directly from the Company, (II) any acquisition by the Company, (III) any acquisition by any employee benefit plan (or related
trust) sponsored or maintained by the Company or any Affiliate, (IV) any acquisition by any corporation pursuant to a transaction
that complies with Sections 2(f)(iv)(A) and 2(f)(iv)(B), (V) any acquisition involving beneficial ownership of less than 50% of
the then-outstanding Common Shares (the “Outstanding Company Common Shares”) or the Outstanding Company Voting
Securities that is determined by the Board, based on review of public disclosure by the acquiring Person with respect to its passive
investment intent, not to have a purpose or effect of changing or influencing the control of the Company; provided, however,
that for purposes of this clause (V), any such acquisition in connection with (x) an actual or threatened election contest with
respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents or (y) any “Business
Combination” (as defined below) shall be presumed to be for the purpose or with the effect of changing or influencing the
control of the Company;


 


(iii)       During
any period of not more than two (2) consecutive years, individuals who constitute the Board as of the beginning of the period (the
 “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board, provided that any
person becoming a director subsequent to the beginning of such period, whose election or nomination for election was approved by
a vote of at least two-thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy
statement of the Company in which such person is named as a nominee for director, without written objection to such nomination)
will be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director
of the Company as a result of an actual or threatened election contest with respect to directors or as a result of any other actual
or threatened solicitation of proxies by or on behalf of any person other than the Board will be deemed to be an Incumbent Director;


 


(iv)       Consummation
of a merger, amalgamation or consolidation (a “Business Combination”) of the Company with any other corporation,
unless, following such Business Combination, (A) all or substantially all of the individuals and entities that were the beneficial
owners of the Outstanding Company Common Shares and the Outstanding Company Voting Securities immediately prior to such Business
Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock (or, for a non-corporate
entity, equivalent securities) and the combined voting power of the then-outstanding voting securities entitled to vote generally
in the election of directors (or, for a non-corporate entity, equivalent governing body), as the case may be, of the entity resulting
from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Company
or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially
the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Shares
and the Outstanding Company Voting Securities, as the case may be, and (B) at least a majority of the members of the board of directors
(or, for a non-corporate entity, equivalent governing body) of the entity resulting from such Business Combination were Incumbent
Directors at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination;


 


(v)       Shareholder
approval of a plan of complete liquidation of the Company.


 


(g)       “Code”
means the Internal Revenue Code of 1986, as amended, and any successor thereto. Reference in the Plan to any section of the Code
shall be deemed to include any regulations or other interpretative guidance under such section, and any amendments or successor
provisions to such section, regulations or guidance.


 


(h)       “Committee”
means a committee of at least two people as the Board may appoint to administer the Plan or, if no such committee has been appointed
by the Board, the Board.


 


(i)       “Common
Shares” means shares of the Company’s Class A common stock, par value $0.0001 per share (and any stock or other
securities into which such ordinary shares may be converted or into which they may be exchanged).


 


(j)       “Company”
means DraftKings Inc., a Nevada corporation.


 






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(k)       “Date
of Grant” means the date on which the granting of an Award is authorized, or such other date as may be specified
in such authorization.


 


(l)       “Effective
Date” means the date on which the Plan is approved by the shareholders of the Company.


 


(m)       “Eligible
Director” means a person who is a “non-employee director” within the meaning of Rule 16b-3 under the
Exchange Act.


 


(n)       “Eligible
Person” with respect to an Award denominated in Common Shares, means any (i) individual employed by the Company or
an Affiliate; provided, however, that no such employee covered by a collective bargaining agreement shall be an Eligible
Person unless and to the extent that such eligibility is set forth in such collective bargaining agreement which includes rules
regarding equity entitlement or in an agreement or instrument relating thereto; (ii) director of the Company or an Affiliate; (iii)
consultant or advisor to the Company or an Affiliate; provided that if the Securities Act applies such persons must be eligible
to be offered securities registrable on Form S-8 under the Securities Act; or (iv) prospective employees, directors, officers,
consultants or advisors who have accepted offers of employment or consultancy from the Company or its Affiliates (and would satisfy
the provisions of clauses (i) through (iii) above once he or she begins employment with or begins providing services to the Company
or its Affiliates); and with respect to shares of Class B Common Stock issued under the Plan, “Eligible Person”
means the employees, directors, consultants or advisors who are eligible holders of Class B Common Stock as determined under the
Company’s Articles of Incorporation as in effect from time to time.


 


(o)       “Exchange
Act” has the meaning given such term in the definition of “Change in Control,” and any reference in the
Plan to any section of (or rule promulgated under) the Exchange Act shall be deemed to include any rules, regulations or other
interpretative guidance under such section or rule, and any amendments or successor provisions to such section, rules, regulations
or guidance.


 


(p)       “Exercise
Price” has the meaning given such term in Section 7(b) of the Plan.


 


(q)       “Fair
Market Value” means, as of any date, the value of Common Shares determined as follows:


 


(i)       If
the Common Shares are listed on any established stock exchange or a national market system will be the closing sales price for
such shares (or the closing bid, if no sales were reported) as quoted on such exchange or system on the day of determination, as
reported in The Wall Street Journal or such other source as the Committee deems reliable;


 


(ii)       If
the Common Shares are regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value
of a Common Share will be the mean between the high bid and low asked prices for the Common Shares on the day of determination,
as reported in The Wall Street Journal or such other source as the Committee deems reliable; or


 


(iii)       In
the absence of an established market for the Common Shares, the Fair Market Value will be determined in good faith by the Committee.


 


(r)       “Good
Reason” means, if applicable to any Participant in the case of a particular Award, as defined in the Participant’s
employment agreement or the applicable Award agreement.


 


(s)       “Immediate
Family Members” shall have the meaning set forth in Section 15(b).


 


(t)       “Incentive
Stock Option” means an Option that is designated by the Committee as an incentive stock option as described in Section
422 of the Code and otherwise meets the requirements set forth in the Plan.


 


(u)       “Indemnifiable
Person” shall have the meaning set forth in Section 4(e) of the Plan.


 






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(v)       “Mature
Shares” means Common Shares owned by a Participant that are not subject to any pledge or security interest and that
have been either previously acquired by the Participant on the open market or meet such other requirements, if any, as the Committee
may determine are necessary in order to avoid an accounting earnings charge on account of the use of such shares to pay the Exercise
Price or satisfy a tax or deduction obligation of the Participant.


 


(w)       “Nonqualified
Stock Option” means an Option that is not designated by the Committee as an Incentive Stock Option.


 


(x)       “Option”
means an Award granted under Section 7 of the Plan.


 


(y)       “Option
Period” has the meaning given such term in Section 7(c) of the Plan.


 


(z)       “Outstanding
Company Common Shares” has the meaning given such term in the definition of “Change in Control.”


 


(aa)“Outstanding
Company Voting Securities” has the meaning given such term in the definition of “Change in Control.”


 


(bb)“Participant”
means an Eligible Person who has been selected by the Committee to participate in the Plan and to receive an Award pursuant to
Section 6 of the Plan.


 


(cc)“Performance
Compensation Award” shall mean any Award designated by the Committee as a Performance Compensation Award pursuant
to Section 11 of the Plan.


 


(dd)“Performance
Criteria” shall mean the criterion or criteria that the Committee shall select for purposes of establishing the Performance
Goal(s) for a Performance Period with respect to any Performance Compensation Award under the Plan.


 


(ee)“Performance
Formula” shall mean, for a Performance Period, the one or more formulae applied against the relevant Performance
Goal to determine, with regard to the Performance Compensation Award of a particular Participant, whether all, some portion but
less than all, or none of the Performance Compensation Award has been earned for the Performance Period.


 


(ff)“Performance
Goals” shall mean, for a Performance Period, the one or more goals established by the Committee for the Performance
Period based upon the Performance Criteria.


 


(gg)“Performance
Period” shall mean the one or more periods of time, as the Committee may select, over which the attainment of one
or more Performance Goals will be measured for the purpose of determining a Participant’s right to, and the payment of, a
Performance Compensation Award.


 


(hh)“Permitted
Transferee” shall have the meaning set forth in Section 15(b) of the Plan.


 


(ii)       “Person”
has the meaning given such term in the definition of “Change in Control.”


 


(jj)“Plan”
means this DraftKings Inc. 2020 Incentive Award Plan, as amended from time to time.


 


(kk)“Qualifying
Termination” means the occurrence of either a termination of a Participant’s employment by the Company without
Cause or for Good Reason, in either case, occurring on or within the 12-month period (or such other period specified in the applicable
Award Agreement) following the consummation of a Change in Control.


 






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(ll)“Restricted
Period” means the period of time determined by the Committee during which an Award is subject to restrictions or,
as applicable, the period of time within which performance is measured for purposes of determining whether an Award has been earned.


 


(mm)“Restricted
Stock Unit” means an unfunded and unsecured promise to deliver Common Shares, cash, other securities or other property,
subject to certain performance or time-based restrictions (including, without limitation, a requirement that the Participant remain
continuously employed or provide continuous services for a specified period of time), granted under Section 9 of the Plan.


 


(nn)“Restricted
Stock” means Common Shares, subject to certain specified performance or time-based restrictions (including, without
limitation, a requirement that the Participant remain continuously employed or provide continuous services for a specified period
of time), granted under Section 9 of the Plan.


 


(oo)       “Retirement”
means, in the case of a particular Award, the definition set forth in the applicable Award Agreement.


 


(pp)“SAR
Period” has the meaning given such term in Section 8(b) of the Plan.


 


(qq)“Securities
Act” means the Securities Act of 1933, as amended, and any successor thereto. Reference in the Plan to any section
of the Securities Act shall be deemed to include any rules, regulations or other interpretative guidance under such section, and
any amendments or successor provisions to such section, rules, regulations or guidance.


 


(rr)“Stock
Appreciation Right” or “SAR” means an Award granted under Section 8 of the Plan.


 


(ss)“Stock
Bonus Award” means an Award granted under Section 10 of the Plan.


 


(tt)“Strike
Price” means, except as otherwise provided by the Committee in the case of Substitute Awards, (i) in the case
of a SAR granted in tandem with an Option, the Exercise Price of the related Option, or (ii) in the case of a SAR granted independent
of an Option, the Fair Market Value on the Date of Grant.


 


(uu)“Subsidiary”
means, with respect to any specified Person:


 


(i)       any
corporation, association or other business entity of which more than 50% of the total voting power of shares (without regard to
the occurrence of any contingency and after giving effect to any voting agreement or shareholders’ agreement that effectively
transfers voting power) is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other
Subsidiaries of that Person (or a combination thereof); and


 


(ii)       any
partnership (or any comparable foreign entity (a) the sole general partner (or functional equivalent thereof) or the managing general
partner of which is such Person or Subsidiary of such Person or (b) the only general partners (or functional equivalents thereof)
of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).


 


(vv)“Substitute
Award” has the meaning given such term in Section 5(e).


 


3.       Effective
Date; Duration. The Plan shall be effective as of the Effective Date. The expiration date of the Plan, on and after which
date no Awards may be granted hereunder, shall be the tenth anniversary of the Effective Date; provided, however,
that such expiration shall not affect Awards then outstanding, and the terms and conditions of the Plan shall continue to apply
to such Awards.


 


4.       Administration.
(a) The Committee shall administer the Plan. To the extent required to comply with the provisions of Rule 16b-3 promulgated under
the Exchange Act (if the Board is not acting as the Committee under the Plan), it is intended that each member of the Committee
shall, at the time he takes any action with respect to an Award under the Plan, be an Eligible Director. However, the fact that
a Committee member shall fail to qualify as an Eligible Director shall not invalidate any Award granted by the Committee that is
otherwise validly granted under the Plan.


 






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(b)       Subject
to the provisions of the Plan and applicable law, the Committee shall have the sole and plenary authority, in addition to other
express powers and authorizations conferred on the Committee by the Plan, to: (i) designate Participants; (ii) determine the type
or types of Awards to be granted to a Participant; (iii) determine the number of Common Shares or shares of Class B Common Stock
to be covered by, or with respect to which payments, rights, or other matters are to be calculated in connection with, Awards;
(iv) determine the terms and conditions of any Award; (v) determine whether, to what extent, and under what circumstances Awards
may be settled or exercised in cash, Common Shares, other securities, other Awards or other property, or canceled, forfeited, or
suspended and the method or methods by which Awards may be settled, exercised, canceled, forfeited, or suspended; (vi) determine
whether, to what extent, and under what circumstances the delivery of cash, Common Shares, other securities, other Awards or other
property and other amounts payable with respect to an Award shall be deferred either automatically or at the election of the Participant
or of the Committee; (vii) interpret, administer, reconcile any inconsistency in, correct any defect in and/or supply any omission
in the Plan and any instrument or agreement relating to, or Award granted under, the Plan; (viii) establish, amend, suspend, or
waive any rules and regulations and appoint such agents as the Committee shall deem appropriate for the proper administration of
the Plan; (ix) accelerate the vesting or exercisability of, payment for or lapse of restrictions on, Awards; and (x) make any other
determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan.


 


(c)       The
Committee may delegate to one or more officers of the Company or any Affiliate the authority to act on behalf of the Committee
with respect to any matter, right, obligation, or election that is the responsibility of or that is allocated to the Committee
herein, and that may be so delegated as a matter of law, except for grants of Awards to persons subject to Section 16 of the Exchange
Act.


 


(d)       Unless
otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with
respect to the Plan or any Award or any documents evidencing Awards granted pursuant to the Plan shall be within the sole discretion
of the Committee, may be made at any time and shall be final, conclusive and binding upon all persons or entities, including, without
limitation, the Company, any Affiliate, any Participant, any holder or beneficiary of any Award, and any shareholder of the Company.


 


(e)       No
member of the Board, the Committee, delegate of the Committee or any employee or agent of the Company (each such person, an “Indemnifiable
Person”) shall be liable for any action taken or omitted to be taken or any determination made in good faith with respect
to the Plan or any Award hereunder. Each Indemnifiable Person shall be indemnified and held harmless by the Company against and
from any loss, cost, liability, or expense (including attorneys’ fees) that may be imposed upon or incurred by such Indemnifiable
Person in connection with or resulting from any action, suit or proceeding to which such Indemnifiable Person may be a party or
in which such Indemnifiable Person may be involved by reason of any action taken or omitted to be taken under the Plan or any Award
agreement and against and from any and all amounts paid by such Indemnifiable Person with the Company’s approval, in settlement
thereof, or paid by such Indemnifiable Person in satisfaction of any judgment in any such action, suit or proceeding against such
Indemnifiable Person, provided that the Company shall have the right, at its own expense, to assume and defend any such
action, suit or proceeding and once the Company gives notice of its intent to assume the defense, the Company shall have sole control
over such defense with counsel of the Company’s choice. The foregoing right of indemnification shall not be available to
an Indemnifiable Person to the extent that a final judgment or other final adjudication (in either case not subject to further
appeal) binding upon such Indemnifiable Person determines that the acts or omissions of such Indemnifiable Person giving rise to
the indemnification claim resulted from such Indemnifiable Person’s bad faith, fraud or willful criminal act or omission
or that such right of indemnification is otherwise prohibited by law or by the Company’s Articles of Incorporation or Bylaws.
The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such Indemnifiable
Persons may be entitled under the Company’s Articles of Incorporation or Bylaws, as a matter of law, or otherwise, or any
other power that the Company may have to indemnify such Indemnifiable Persons or hold them harmless.


 


(f)       Notwithstanding
anything to the contrary contained in the Plan, the Board may, in its sole discretion, at any time and from time to time, grant
Awards and administer the Plan with respect to such Awards. In any such case, the Board shall have all the authority granted to
the Committee under the Plan.


 






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5.       Grant
of Awards; Shares Subject to the Plan; Limitations. (b) The Committee may, from time to time, grant Options, Stock Appreciation
Rights, Restricted Stock, Restricted Stock Units, Stock Bonus Awards and/or Performance Compensation Awards to one or more Eligible
Persons.


 


(b)       Subject
to Section 12 of the Plan, Awards granted under the Plan shall be subject to the following limitations: (i) the Committee is authorized
to deliver under the Plan an aggregate of 52,870,000 Common Shares; provided, that total number of Common Shares that will be reserved,
and that may be issued, under the Plan will automatically increase on the first trading day of each calendar year, beginning with
calendar year 2021, by a number of Common Shares equal to five percent (5%) of the total outstanding Common Shares on the last
day of the prior calendar year (subject to a maximum annual increase of 33,000,000 Common Shares), and (ii) the maximum number
of Common Shares that may be granted under the Plan during any single fiscal year to any Participant who is a non-employee director,
when taken together with any cash fees paid to such non-employee director during such year in respect of his or her service as
a non-employee director (including service as a member or chair of any committee of the Board), shall not exceed $750,000 in total
value (calculating the value of any such Awards based on the grant date fair value of such Awards for financial reporting purposes);
provided that the non-employee directors who are considered independent (under the rules of The NASDAQ Stock Market or other
securities exchange on which the Common Shares are traded) may make exceptions to this limit for a non-executive chair of the Board,
if any, in which case the non-employee Director receiving such additional compensation may not participate in the decision to award
such compensation. Notwithstanding the automatic annual increase set forth in (i) above, the Board may act prior to January 1st
of a given year to provide that there will be no such increase in the share reserve for such year or that the increase in the share
reserve for such year will be a lesser number of Common Shares than would otherwise occur pursuant to the stipulated percentage.


 


(c)       In
the event that (i) any Option or other Award granted hereunder is exercised through the tendering of Common Shares (either actually
or by attestation) or by the withholding of Common Shares by the Company, or (ii) tax or deduction liabilities arising from such
Option or other Award are satisfied by the tendering of Common Shares (either actually or by attestation) or by the withholding
of Common Shares by the Company, then in each such case the Common Shares so tendered or withheld shall be added to the Common
Shares available for grant under the Plan on a one-for-one basis. Shares underlying Awards under this Plan that are forfeited,
cancelled, expire unexercised, or are settled in cash are available again for Awards under the Plan.


 


(d)       Common
Shares delivered by the Company in settlement of Awards may be authorized and unissued shares, shares held in the treasury of the
Company, shares purchased on the open market or by private purchase, or a combination of the foregoing.


 


(e)       Awards
may, in the sole discretion of the Committee, be granted under the Plan in assumption of, or in substitution for, outstanding awards
previously granted by an entity acquired by the Company or with which the Company combines (“Substitute Awards”).
The number of Common Shares underlying any Substitute Awards shall not be counted against the aggregate number of Common Shares
available for Awards under the Plan.


 


(f)       In
addition to the Common Shares that may be delivered pursuant to this Section 5, the Committee is authorized to deliver under the
Plan an aggregate of 52,870,000 shares of the Company’s Class B common stock, par value $0.0001 per share (and any stock
or other securities into which such shares of Class B common stock may be converted or into which they may be exchanged) (“Class
B Common Stock”) to Eligible Persons; provided, that the total number of shares of Class B Common Stock that will be
reserved, and that may be issued, under the Plan will automatically increase on the first trading day of each calendar year, beginning
with calendar year 2021, by a number of shares of Class B Common Stock equal to five percent (5%) of the total outstanding shares
of Class B Common Stock on the last day of the prior calendar year (subject to a maximum annual increase of 33,000,000 shares of
Class B Common Stock). Notwithstanding the automatic annual increase set forth above, the Board may act prior to January 1st of
a given year to provide that there will be no such increase in the share reserve for such year or that the increase in the share
reserve for such year will be a lesser number of shares of Class B Common Stock than would otherwise occur pursuant to the stipulated
percentage. Shares of Class B Common Stock delivered by the Company under the Plan may be authorized and unissued shares, shares
held in the treasury of the Company, shares purchased by private purchase, or a combination of the foregoing.


 






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6.       Eligibility.
Participation shall be limited to Eligible Persons who have entered into an Award agreement or who have received written notification
from the Committee, or from a person designated by the Committee, that they have been selected to participate in the Plan.


 


7.       Options.


 


(a)       Generally.
Each Option granted under the Plan shall be evidenced by an Award agreement (whether in paper or electronic medium (including email
or the posting on a web site maintained by the Company or a third party under contract with the Company)). Each Option so granted
shall be subject to the conditions set forth in this Section 7, and to such other conditions not inconsistent with the Plan as
may be reflected in the applicable Award agreement. All Options granted under the Plan shall be Nonqualified Stock Options unless
the applicable Award agreement expressly states that the Option is intended to be an Incentive Stock Option. The maximum aggregate
number of Common Shares that may be issued through the exercise of Incentive Stock Options granted under the Plan is 52,870,000
Common Shares. Incentive Stock Options shall be granted only to Eligible Persons who are employees of the Company and its Affiliates,
and no Incentive Stock Option shall be granted to any Eligible Person who is ineligible to receive an Incentive Stock Option under
the Code. No Option shall be treated as an Incentive Stock Option unless the Plan has been approved by the shareholders of the
Company in a manner intended to comply with the stockholder approval requirements of Section 422(b)(1) of the Code; provided
that any Option intended to be an Incentive Stock Option shall not fail to be effective solely on account of a failure to obtain
such approval, but rather such Option shall be treated as a Nonqualified Stock Option unless and until such approval is obtained.
In the case of an Incentive Stock Option, the terms and conditions of such grant shall be subject to and comply with such rules
as may be prescribed by Section 422 of the Code. If for any reason an Option intended to be an Incentive Stock Option (or any portion
thereof) shall not qualify as an Incentive Stock Option, then, to the extent of such nonqualification, such Option or portion thereof
shall be regarded as a Nonqualified Stock Option appropriately granted under the Plan.


 


(b)       Exercise
Price. Except with respect to Substitute Awards, the exercise price (“Exercise Price”) per Common Share
for each Option shall not be less than 100% of the Fair Market Value of such share determined as of the Date of Grant; provided,
however, that in the case of an Incentive Stock Option granted to an employee who, at the time of the grant of such Option,
owns shares representing more than 10% of the total combined voting power of all classes of shares of the Company or any related
corporation (as determined in accordance with Treasury Regulation Section 1.422-2(f)), the Exercise Price per share shall not be
less than 110% of the Fair Market Value per share on the Date of Grant and provided further, that, notwithstanding any provision
herein to the contrary, the Exercise Price shall not be less than the par value per Common Share.


 


(c)       Vesting
and Expiration. Options shall vest and become exercisable in such manner and on such date or dates determined by the Committee
and shall expire after such period, not to exceed ten years, as may be determined by the Committee (the “Option Period”);
provided, however, that the Option Period shall not exceed five years from the Date of Grant in the case of an Incentive
Stock Option granted to a Participant who on the Date of Grant owns shares representing more than 10% of the total combined voting
power of all classes of shares of the Company or any related corporation (as determined in accordance with Treasury Regulation
Section 1.422-2(f)); provided, further, that notwithstanding any vesting dates set by the Committee, the Committee
may, in its sole discretion, accelerate the exercisability of any Option, which acceleration shall not affect the terms and conditions
of such Option other than with respect to exercisability. Unless otherwise provided by the Committee in an Award agreement: (i)
the unvested portion of an Option shall expire upon termination of employment or service of the Participant granted the Option,
and the vested portion of such Option shall remain exercisable for (A) two years following termination of employment or service
by reason of such Participant’s death or disability (as determined by the Committee), but not later than the expiration of
the Option Period or (B) 90 days following termination of employment or service for any reason other than such Participant’s
death or disability, and other than such Participant’s termination of employment or service for Cause, but not later than
the expiration of the Option Period; and (ii) both the unvested and the vested portion of an Option shall expire upon the termination
of the Participant’s employment or service by the Company for Cause. If the Option would expire at a time when the exercise
of the Option would violate applicable securities laws, the expiration date applicable to the Option will be automatically extended
to a date that is thirty (30) calendar days following the date such exercise would no longer violate applicable securities laws
(so long as such extension shall not violate Section 409A of the Code); provided, that in no event shall such expiration
date be extended beyond the expiration of the Option Period.


 






    	 	8	 



     


    

 


(d)       Method
of Exercise and Form of Payment. No Common Shares shall be delivered pursuant to any exercise of an Option until payment
in full of the Exercise Price therefor is received by the Company and the Participant has paid to the Company an amount equal to
any taxes required to be withheld or paid. Options that have become exercisable may be exercised by delivery of written or electronic
notice of exercise to the Company in accordance with the terms of the Option accompanied by payment of the Exercise Price. The
Exercise Price shall be payable (i) in cash, check, cash equivalent and/or Common Shares valued at the fair market value at the
time the Option is exercised (including, pursuant to procedures approved by the Committee, by means of attestation of ownership
of a sufficient number of Common Shares in lieu of actual delivery of such shares to the Company); provided that such Common Shares
are not subject to any pledge or other security interest and are Mature Shares and; (ii) by such other method as the Committee
may permit in accordance with applicable law, in its sole discretion, including without limitation: (A) in other property having
a fair market value on the date of exercise equal to the Exercise Price or (B) if there is a public market for the Common Shares
at such time, by means of a broker-assisted “cashless exercise” pursuant to which the Company is delivered a copy of
irrevocable instructions to a stockbroker to sell the Common Shares otherwise deliverable upon the exercise of the Option and to
deliver promptly to the Company an amount equal to the Exercise Price or (C) by a “net exercise” method whereby the
Company withholds from the delivery of the Common Shares for which the Option was exercised that number of Common Shares having
a fair market value equal to the aggregate Exercise Price for the Common Shares for which the Option was exercised. No fractional
Common Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash, other
securities or other property shall be paid or transferred in lieu of any fractional Common Shares, or whether such fractional Common
Shares or any rights thereto shall be canceled, terminated or otherwise eliminated.


 


(e)       Notification
upon Disqualifying Disposition of an Incentive Stock Option. Each Participant awarded an Incentive Stock Option under the
Plan shall notify the Company in writing immediately after the date he makes a disqualifying disposition of any Common Shares acquired
pursuant to the exercise of such Incentive Stock Option. A disqualifying disposition is any disposition (including, without limitation,
any sale) of such Common Shares before the later of (A) two years after the Date of Grant of the Incentive Stock Option or (B)
one year after the date of exercise of the Incentive Stock Option. The Company may, if determined by the Committee and in accordance
with procedures established by the Committee, retain possession of any Common Shares acquired pursuant to the exercise of an Incentive
Stock Option as agent for the applicable Participant until the end of the period described in the preceding sentence.


 


(f)       Compliance
With Laws, etc. Notwithstanding the foregoing, in no event shall a Participant be permitted to exercise an Option in a
manner that the Committee determines would violate the Sarbanes-Oxley Act of 2002, if applicable, or any other applicable law or
the applicable rules and regulations of the Securities and Exchange Commission or the applicable rules and regulations of any securities
exchange or inter-dealer quotation system on which the securities of the Company are listed or traded.


 


8.       Stock
Appreciation Rights.


 


(a)       Generally.
Each SAR granted under the Plan shall be evidenced by an Award agreement (whether in paper or electronic medium (including email
or the posting on a web site maintained by the Company or a third party under contract with the Company)). Each SAR so granted
shall be subject to the conditions set forth in this Section 8, and to such other conditions not inconsistent with the Plan as
may be reflected in the applicable Award agreement. Any Option granted under the Plan may include tandem SARs. The Committee also
may award SARs to Eligible Persons independent of any Option.


 


(b)       Exercise
Price. The Exercise Price per Common Share for each SAR shall not be less than 100% of the Fair Market Value of such share
determined as of the Date of Grant.


 


(c)       Vesting
and Expiration. A SAR granted in connection with an Option shall become exercisable and shall expire according to the same
vesting schedule and expiration provisions as the corresponding Option. A SAR granted independent of an Option shall vest and become
exercisable and shall expire in such manner and on such date or dates determined by the Committee and shall expire after such period,
not to exceed ten years, as may be determined by the Committee (the “SAR Period”); provided, however,
that notwithstanding any vesting dates set by the Committee, the Committee may, in its sole discretion, accelerate the exercisability
of any SAR, which acceleration shall not affect the terms and conditions of such SAR other than with respect to exercisability.
Unless otherwise provided by the Committee in an Award agreement: (i) the unvested portion of a SAR shall expire upon termination
of employment or service of the Participant granted the SAR, and the vested portion of such SAR shall remain exercisable for (A)
two years following termination of employment or service by reason of such Participant’s death or disability (as determined
by the Committee), but not later than the expiration of the SAR Period or (B) 90 days following termination of employment or service
for any reason other than such Participant’s death or disability, and other than such Participant’s termination of
employment or service for Cause, but not later than the expiration of the SAR Period; and (ii) both the unvested and the vested
portion of a SAR shall expire upon the termination of the Participant’s employment or service by the Company for Cause. If
the SAR would expire at a time when the exercise of the SAR would violate applicable securities laws, the expiration date applicable
to the SAR will be automatically extended to a date that is thirty (30) calendar days following the date such exercise would no
longer violate applicable securities laws (so long as such extension shall not violate Section 409A of the Code); provided,
that in no event shall such expiration date be extended beyond the expiration of the SAR Period.


 






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(d)       Method
of Exercise. SARs that have become exercisable may be exercised by delivery of written or electronic notice of exercise
to the Company in accordance with the terms of the Award, specifying the number of SARs to be exercised and the date on which such
SARs were awarded. Notwithstanding the foregoing, if on the last day of the Option Period (or in the case of a SAR independent
of an option, the SAR Period), the fair market value exceeds the Strike Price, the Participant has not exercised the SAR or the
corresponding Option (if applicable), and neither the SAR nor the corresponding Option (if applicable) has expired, such SAR shall
be deemed to have been exercised by the Participant on such last day and the Company shall make the appropriate payment therefor.


 


(e)       Payment.
Upon the exercise of a SAR, the Company shall pay to the Participant an amount equal to the number of shares subject to the SAR
that are being exercised multiplied by the excess, if any, of the fair market value of one Common Share on the exercise date over
the Strike Price, less an amount equal to any taxes required to be withheld or paid. The Company shall pay such amount in cash,
in Common Shares valued at fair market value, or any combination thereof, as determined by the Committee. No fractional Common
Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash, other securities
or other property shall be paid or transferred in lieu of any fractional Common Shares, or whether such fractional Common Shares
or any rights thereto shall be canceled, terminated or otherwise eliminated.


 


9.       Restricted
Stock and Restricted Stock Units. (c) Generally. Each grant of Restricted Stock and Restricted Stock Units
shall be evidenced by an Award agreement (whether in paper or electronic medium (including email or the posting on a web site maintained
by the Company or a third party under contract with the Company)). Each such grant shall be subject to the conditions set forth
in this Section 9, and to such other conditions not inconsistent with the Plan as may be reflected in the applicable Award agreement.


 


(b)       Restricted
Accounts; Escrow or Similar Arrangement. Upon the grant of Restricted Stock, a book entry in a restricted account shall
be established in the Participant’s name at the Company’s transfer agent and, if the Committee determines that the
Restricted Stock shall be held by the Company or in escrow rather than held in such restricted account pending the release of the
applicable restrictions, the Committee may require the Participant to additionally execute and deliver to the Company (i) an escrow
agreement satisfactory to the Committee, if applicable, and (ii) the appropriate share power (endorsed in blank) with respect to
the Restricted Stock covered by such agreement. If a Participant shall fail to execute an agreement evidencing an Award of Restricted
Stock and, if applicable, an escrow agreement and blank share power within the amount of time specified by the Committee, the Award
shall be null and void. Subject to the restrictions set forth in this Section 9 and the applicable Award agreement, the Participant
generally shall have the rights and privileges of a shareholder as to such Restricted Stock, including without limitation the right
to vote such Restricted Stock and the right to receive dividends, if applicable. To the extent shares of Restricted Stock are forfeited,
any share certificates issued to the Participant evidencing such shares shall be returned to the Company, and all rights of the
Participant to such shares and as a shareholder with respect thereto shall terminate without further obligation on the part of
the Company.


 


(c)       Vesting;
Acceleration of Lapse of Restrictions. Unless otherwise provided by the Committee in an Award agreement the unvested portion
of Restricted Stock and Restricted Stock Units shall terminate and be forfeited upon termination of employment or service of the
Participant granted the applicable Award.


 






    	 	10	 



     


    

 


(d)       Delivery
of Restricted Stock and Settlement of Restricted Stock Units. (i) Upon the expiration of the Restricted Period with respect
to any shares of Restricted Stock, the restrictions set forth in the applicable Award agreement shall be of no further force or
effect with respect to such shares, except as set forth in the applicable Award agreement. If an escrow arrangement is used, upon
such expiration, the Company shall deliver to the Participant, or his beneficiary, without charge, the share certificate evidencing
the shares of Restricted Stock that have not then been forfeited and with respect to which the Restricted Period has expired (rounded
down to the nearest full share). Dividends, if any, that may have been withheld by the Committee and attributable to any particular
share of Restricted Stock shall be distributed to the Committee and attributable to any particular share of Restricted Stock shall
be distributed to the Participant in cash or, at the sole discretion of the Committee, in Common Shares having a fair market value
equal to the amount of such dividends, upon the release of restrictions on such share and, if such share is forfeited, the Participant
shall have no right to such dividends (except as otherwise set forth by the Committee in the applicable Award agreement).


 


(i)       Unless
otherwise provided by the Committee in an Award agreement, upon the expiration of the Restricted Period with respect to any outstanding
Restricted Stock Units, the Company shall deliver to the Participant, or his beneficiary, without charge, one Common Share for
each such outstanding Restricted Stock Unit; provided, however, that the Committee may, in its sole discretion, elect
to (i) pay cash or part cash and part Common Share in lieu of delivering only Common Shares in respect of such Restricted Stock
Units or (ii) defer the delivery of Common Shares (or cash or part Common Shares and part cash, as the case may be) beyond the
expiration of the Restricted Period if such delivery would result in a violation of applicable law until such time as is no longer
the case. If a cash payment is made in lieu of delivering Common Shares, the amount of such payment shall be equal to the fair
market value of the Common Shares as of the date on which the Restricted Period lapsed with respect to such Restricted Stock Units,
less an amount equal to any taxes required to be withheld or paid.


 


10.       Stock
Bonus Awards. The Committee may issue unrestricted Common Shares, shares of Class B Common Stock or other Awards denominated
in Common Shares or shares of Class B Common Stock, under the Plan to Eligible Persons, either alone or in tandem with other awards,
in such amounts as the Committee shall from time to time in its sole discretion determine. Each Stock Bonus Award granted under
the Plan shall be evidenced by an Award agreement (whether in paper or electronic medium (including email or the posting on a web
site maintained by the Company or a third party under contract with the Company)). Each Stock Bonus Award so granted shall be subject
to such conditions not inconsistent with the Plan as may be reflected in the applicable Award agreement.


 


11.       Performance
Compensation Awards. (d) Generally. The Committee shall have the authority, at the time of grant of any Award described
in Sections 7 through 10 of the Plan, to designate such Award as a Performance Compensation Award. The Committee shall have the
authority to make an award of a cash bonus to any Participant and designate such Award as a Performance Compensation Award. Unless
otherwise determined by the Committee, all Performance Compensation Awards shall be evidenced by an Award agreement.


 


(b)       Discretion
of Committee with Respect to Performance Compensation Awards. The Committee shall have the discretion to establish the
terms, conditions and restrictions of any Performance Compensation Award. With regard to a particular Performance Period, the Committee
shall have sole discretion to select the length of such Performance Period, the type(s) of Performance Compensation Awards to be
issued, the Performance Criteria that will be used to establish the Performance Goal (s), the kind(s) and/or level(s) of the Performance
Goals(s) that is (are) to apply and the Performance Formula.


 


(c)       Performance
Criteria. The Committee may establish Performance Criteria that will be used to establish the Performance Goal(s) for Performance
Compensation Awards which may be based on the attainment of specific levels of performance of the Company (and/or one or more Affiliates,
divisions, business segments or operational units, or any combination of the foregoing) and may include, without limitation, any
of the following: (i) net earnings or net income (before or after taxes); (ii) basic or diluted earnings per share (before
or after taxes); (iii)  revenue or revenue growth (measured on a net or gross basis); (iv) gross profit or gross profit
growth; (v) operating profit (before or after taxes); (vi) return measures (including, but not limited to, return on
assets, capital, invested capital, equity, or sales); (vii) cash flow (including, but not limited to, operating cash flow,
free cash flow, net cash provided by operations and cash flow return on capital); (viii) financing and other capital raising
transactions (including, but not limited to, sales of the Company’s equity or debt securities); (ix) earnings before
or after taxes, interest, depreciation and/or amortization; (x) gross or operating margins; (xi) productivity ratios;
(xii) share price (including, but not limited to, growth measures and total shareholder return); (xiii) expense targets;
(xiv) margins; (xv) productivity and operating efficiencies; (xvi)  customer satisfaction; (xvii) customer
growth; (xviii) working capital targets; (xix) measures of economic value added; (xx) inventory control; (xxi) enterprise
value; (xxii) sales; (xxiii) debt levels and net debt; (xxiv) combined ratio; (xxv) timely launch of new facilities;
(xxvi) client retention; (xxvii) employee retention; (xxviii) timely completion of new product rollouts; (xxix) cost
targets; (xxx) reductions and savings; (xxxi) productivity and efficiencies; (xxxii) strategic partnerships or transactions;
and (xxxiii) personal targets, goals or completion of projects. Any one or more of the Performance Criteria may be used on
an absolute or relative basis to measure the performance of the Company and/or one or more Affiliates as a whole or any business
unit(s) of the Company and/or one or more Affiliates or any combination thereof, as the Committee may deem appropriate, or any
of the above Performance Criteria may be compared to the performance of a selected group of comparison or peer companies, or a
published or special index that the Committee, in its sole discretion, deems appropriate, or as compared to various stock market
indices. The Committee also has the authority to provide for accelerated vesting of any Award based on the achievement of Performance
Goals pursuant to the Performance Criteria specified in this paragraph. Any Performance Criteria that are financial metrics, may
be determined in accordance with United States Generally Accepted Accounting Principles (“GAAP”) or may be adjusted
when established to include or exclude any items otherwise includable or excludable under GAAP.


 






    	 	11	 



     


    

 


(d)       Modification
of Performance Goal(s). The Committee is authorized at any time to adjust or modify the calculation of a Performance Goal
for such Performance Period, based on and in order to appropriately reflect any specified circumstance or event that occurs during
a Performance Period, including but not limited to the following: (i) asset write-downs; (ii) litigation or claim judgments or
settlements; (iii) the effect of changes in tax laws, accounting principles, or other laws or regulatory rules affecting reported
results; (iv) any reorganization and restructuring programs; (v) unusual and/or infrequently occurring items as described in Accounting
Principles Board Opinion No. 30 (or any successor pronouncement thereto) and/or in management’s discussion and analysis of
financial condition and results of operations appearing in the Company’s annual report to shareholders for the applicable
year; (vi) acquisitions or divestitures; (vii) discontinued operations; (viii) any other specific unusual or infrequently occurring
or non-recurring events, or objectively determinable category thereof; (ix) foreign exchange gains and losses; and (x) a change
in the Company’s fiscal year.


 


(e)       Terms
and Condition to Receipt of Payment. Unless otherwise provided in the applicable Award agreement, a Participant must be
employed by the Company on the last day of a Performance Period to be eligible for payment in respect of a Performance Compensation
Award for such Performance Period. A Participant shall be eligible to receive payment in respect of a Performance Compensation
Award only to the extent that: (A) the Performance Goals for such period are achieved; and (B) all or some of the portion of such
Participant’s Performance Compensation Award has been earned for the Performance Period based on the application of the Performance
Formula to such achieved Performance Goals. Following the completion of a Performance Period, the Committee shall determine whether,
and to what extent, the Performance Goals for the Performance Period have been achieved and, if so, calculate the amount of the
Performance Compensation Awards earned for the period based upon the Performance Formula. The Committee shall then determine the
amount of each Participant’s Performance Compensation Award actually payable for the Performance Period.


 


(f)       Timing
of Award Payments. Except as provided in an Award agreement, Performance Compensation Awards granted for a Performance
Period shall be paid to Participants as soon as administratively practicable following the Committee’s determination in accordance
with Section 11(e).


 


12.       Changes
in Capital Structure and Similar Events. In the event of (i) any dividend (other than ordinary cash dividends) or other
distribution (whether in the form of cash, Common Shares, other securities or other property), recapitalization, stock split, reverse
stock split, reorganization, merger, amalgamation, consolidation, spin-off, split-up, split-off, combination, repurchase or exchange
of Common Shares or other securities of the Company, issuance of warrants or other rights to acquire Common Shares or other securities
of the Company, or other similar corporate transaction or event (including, without limitation, a Change in Control) that affects
the Common Shares (or with respect to Awards of Class B Common Stock, Class B Common Stock), or (ii) unusual or infrequently occurring
events (including, without limitation, a Change in Control) affecting the Company, any Affiliate, or the financial statements of
the Company or any Affiliate, or changes in applicable rules, rulings, regulations or other requirements of any governmental body
or securities exchange or inter-dealer quotation system, accounting principles or law, such that in either case an adjustment is
determined by the Committee in its sole discretion to be necessary or appropriate, then the Committee shall make any such adjustments
in such manner as it may deem equitable, including without limitation any or all of the following:


 






    	 	12	 



     


    

 


(a)       adjusting
any or all of (A) the number of Common Shares or other securities of the Company (or number and kind of other securities or
other property) that may be delivered in respect of Awards or with respect to which Awards may be granted under the Plan (including,
without limitation, adjusting any or all of the limitations under Section 5 of the Plan) and (B) the terms of any outstanding
Award, including, without limitation, (1) the number of Common Shares or other securities of the Company (or number and kind
of other securities or other property) subject to outstanding Awards or to which outstanding Awards relate, (2) the Exercise
Price or Strike Price with respect to any Award or (3) any applicable performance measures (including, without limitation,
Performance Criteria and Performance Goals);


 


(b)       providing
for a substitution or assumption of Awards in a manner that substantially preserves the applicable terms of such Awards;


 


(c)       accelerating
the exercisability or vesting of, lapse of restrictions on, or termination of, Awards or providing for a period of time for exercise
prior to the occurrence of such event;


 


(d)       modifying
the terms of Awards to add events, conditions or circumstances (including termination of employment within a specified period after
a Change in Control) upon which the exercisability or vesting of or lapse of restrictions thereon will accelerate;


 


(e)       deeming
any performance measures (including, without limitation, Performance Criteria and Performance Goals) satisfied at target, maximum
or actual performance through closing or such other level determined by the Committee in its sole discretion, or providing for
the performance measures to continue (as is or as adjusted by the Committee) after closing;


 


(f)       providing
that for a period prior to the Change in Control determined by the Committee in its sole discretion, any Options or SARs that would
not otherwise become exercisable prior to the Change in Control will be exercisable as to all Common Shares subject thereto (but
any such exercise will be contingent upon and subject to the occurrence of the Change in Control and if the Change in Control does
not take place after giving such notice for any reason whatsoever, the exercise will be null and void) and that any Options or
SARs not exercised prior to the consummation of the Change in Control will terminate and be of no further force and effect as of
the consummation of the Change in Control; and


 


(g)       canceling
any one or more outstanding Awards and causing to be paid to the holders thereof, in cash, Common Shares, other securities or other
property, or any combination thereof, the value of such Awards, if any, as determined by the Committee (which if applicable may
be based upon the price per Common Share received or to be received by other shareholders of the Company in such event), including
without limitation, in the case of an outstanding Option or SAR, a cash payment in an amount equal to the excess, if any, of the
fair market value (as of a date specified by the Committee) of the Common Shares subject to such Option or SAR over the aggregate
Exercise Price or Strike Price of such Option or SAR, respectively (it being understood that, in such event, any Option or SAR
having a per share Exercise Price or Strike Price equal to, or in excess of, the fair market value of a Common Share subject thereto
may be canceled and terminated without any payment or consideration therefor); provided, however, that in the case of any “equity
restructuring” (within the meaning of the Financial Accounting Standards Board Accounting Standards Codification Topic 718),
the Committee shall make an equitable or proportionate adjustment to outstanding Awards to reflect such equity restructuring. The
Company shall give each Participant notice of an adjustment hereunder and, upon notice, such adjustment shall be conclusive and
binding for all purposes.


 


13.       Amendments
and Termination.


 


(a)       Amendment
and Termination of the Plan. The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof
at any time; provided that (i) no amendment to Section 13(b) (to the extent required by the proviso in such Section 13(b))
shall be made without shareholder approval and (ii) no such amendment, alteration, suspension, discontinuation or termination shall
be made without shareholder approval if such approval is necessary to comply with any tax or regulatory requirement applicable
to the Plan (including, without limitation, as necessary to comply with any rules or requirements of any securities exchange or
inter-dealer quotation system on which the Common Shares may be listed or quoted); provided, further, that any such
amendment, alteration, suspension, discontinuance or termination that would materially and adversely affect the rights of any Participant
or any holder or beneficiary of any Award theretofore granted shall not to that extent be effective without the consent of the
affected Participant, holder or beneficiary.


 






    	 	13	 



     


    

 


(b)       Amendment
of Award Agreements. The Committee may, to the extent consistent with the terms of any applicable Award agreement, waive
any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore
granted or the associated Award agreement, prospectively or retroactively; provided that any such waiver, amendment, alteration,
suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of any Participant
with respect to any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant;
provided, further, that without shareholder approval, except as otherwise permitted under Section 12 of the Plan,
(i) no amendment or modification may reduce the Exercise Price of any Option or the Strike Price of any SAR, (ii) the Committee
may not cancel any outstanding Option or SAR where the Fair Market Value of the Common Shares underlying such Option or SAR is
less than its Exercise Price and replace it with a new Option or SAR, another Award or cash and (iii) the Committee may not take
any other action that is considered a “repricing” for purposes of the shareholder approval rules of the applicable
securities exchange or inter-dealer quotation system on which the Common Shares are listed or quoted.


 


14.       General.
(e) Award Agreements. Each Award under the Plan shall be evidenced by an Award agreement, which shall be delivered
to the Participant (whether in paper or electronic medium (including email or the posting on a web site maintained by the Company
or a third party under contract with the Company)) and shall specify the terms and conditions of the Award and any rules applicable
thereto, including without limitation, the effect on such Award of the death, disability or termination of employment or service
of a Participant, or of such other events as may be determined by the Committee.


 


(b)       Nontransferability.
(i) Each Award shall be exercisable only by a Participant during the Participant’s lifetime, or, if permissible under applicable
law, by the Participant’s legal guardian or representative. No Award may be assigned, alienated, pledged, attached, sold
or otherwise transferred or encumbered by a Participant other than by will or by the laws of descent and distribution and any such
purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the
Company or an Affiliate; provided that the designation of a beneficiary shall not constitute an assignment, alienation,
pledge, attachment, sale, transfer or encumbrance.


 


(ii)       Notwithstanding
the foregoing, the Committee may, in its sole discretion, permit Awards (other than Incentive Stock Options) to be transferred
by a Participant, without consideration, subject to such rules as the Committee may adopt consistent with any applicable Award
agreement to preserve the purposes of the Plan, to: (A) any person who is a “family member” of the Participant,
as such term is used in the instructions to Form S-8 under the Securities Act (collectively, the “Immediate Family Members”);
(B) a trust solely for the benefit of the Participant and his or her Immediate Family Members; (C) a partnership or limited
liability company whose only partners or stockholders are the Participant and his or her Immediate Family Members; or (D) any
other transferee as may be approved either (I) by the Board or the Committee in its sole discretion, or (II) as provided
in the applicable Award agreement. (each transferee described in clauses (A), (B), (C) and (D) above is hereinafter referred
to as a “Permitted Transferee”); provided that the Participant gives the Committee advance written notice
describing the terms and conditions of the proposed transfer and the Committee notifies the Participant in writing that such a
transfer would comply with the requirements of the Plan.


 


(iii)       The
terms of any Award transferred in accordance with the immediately preceding sentence shall apply to the Permitted Transferee and
any reference in the Plan, or in any applicable Award agreement, to a Participant shall be deemed to refer to the Permitted Transferee,
except that (A) Permitted Transferees shall not be entitled to transfer any Award, other than by will or the laws of descent and
distribution; (B) Permitted Transferees shall not be entitled to exercise any transferred Option unless there shall be in effect
a registration statement on an appropriate form covering the Common Shares to be acquired pursuant to the exercise of such Option
if the Committee determines, consistent with any applicable Award agreement, that such a registration statement is necessary or
appropriate; (C) the Committee or the Company shall not be required to provide any notice to a Permitted Transferee, whether or
not such notice is or would otherwise have been required to be given to the Participant under the Plan or otherwise; and (D) the
consequences of the termination of the Participant’s employment by, or services to, the Company or an Affiliate under the
terms of the Plan and the applicable Award agreement shall continue to be applied with respect to the Participant, including, without
limitation, that an Option shall be exercisable by the Permitted Transferee only to the extent, and for the periods, specified
in the Plan and the applicable Award agreement.


 






    	 	14	 



     


    

 


(c)       Tax
Withholding and Deductions. (ii) A Participant shall be required to pay to the Company or any Affiliate, and the Company
or any Affiliate shall have the right and is hereby authorized to deduct and withhold, from any cash, Common Shares, other securities
or other property deliverable under any Award or from any compensation or other amounts owing to a Participant, the amount (in
cash, Common Shares, other securities or other property) of any required taxes (up to the maximum statutory rate under applicable
law as in effect from time to time as determined by the Committee) and deduction in respect of an Award, its grant, vesting or
exercise, or any payment or transfer under an Award or under the Plan and to take such other action as may be necessary in the
opinion of the Committee or the Company to satisfy all obligations for the payment of such taxes.


 


(ii)       Without
limiting the generality of clause (i) above, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole
or in part, the foregoing tax and deduction liability by (A) the delivery of Common Shares (which are not subject to any pledge
or other security interest and are Mature Shares, except as otherwise determined by the Committee) owned by the Participant having
a fair market value equal to such liability or (B) having the Company withhold from the number of Common Shares otherwise issuable
or deliverable pursuant to the exercise or settlement of the Award a number of shares with a fair market value equal to such liability.


 


(d)       No
Claim to Awards; No Rights to Continued Employment; Waiver. No employee of the Company or an Affiliate, or other person,
shall have any claim or right to be granted an Award under the Plan or, having been selected for the grant of an Award, to be selected
for a grant of any other Award. There is no obligation for uniformity of treatment of Participants or holders or beneficiaries
of Awards. The terms and conditions of Awards and the Committee’s determinations and interpretations with respect thereto
need not be the same with respect to each Participant and may be made selectively among Participants, whether or not such Participants
are similarly situated. Neither the Plan nor any action taken hereunder shall be construed as giving any Participant any right
to be retained in the employ or service of the Company or an Affiliate, nor shall it be construed as giving any Participant any
rights to continued service on the Board. The Company or any of its Affiliates may at any time dismiss a Participant from employment
or discontinue any consulting relationship, free from any liability or any claim under the Plan, unless otherwise expressly provided
in the Plan or any Award agreement. By accepting an Award under the Plan, a Participant shall thereby be deemed to have waived
any claim to continued exercise or vesting of an Award or to damages or severance entitlement related to non-continuation of the
Award beyond the period provided under the Plan or any Award agreement, notwithstanding any provision to the contrary in any written
employment contract or other agreement between the Company and its Affiliates and the Participant, whether any such agreement is
executed before, on or after the Date of Grant.


 


(e)       International
Participants. With respect to Participants who reside or work outside of the United States of America, the Committee may
in its sole discretion amend the terms of the Plan or outstanding Awards with respect to such Participants in order to conform
such terms with the requirements of local law or to obtain more favorable tax or other treatment for a Participant, the Company
or its Affiliates.


 


(f)       Designation
and Change of Beneficiary. Each Participant may file with the Committee a written designation of one or more persons as
the beneficiary(ies) who shall be entitled to receive the amounts payable with respect to an Award, if any, due under the Plan
upon his death. A Participant may, from time to time, revoke or change his beneficiary designation without the consent of any prior
beneficiary by filing a new designation with the Committee. The last such designation received by the Committee shall be controlling;
provided, however, that no designation, or change or revocation thereof, shall be effective unless received by the
Committee prior to the Participant’s death, and in no event shall it be effective as of a date prior to such receipt. If
no beneficiary designation is filed by a Participant, the beneficiary shall be deemed to be his or her spouse or, if the Participant
is unmarried at the time of death, his or her estate.


 






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(g)       Termination
of Employment/Service. Unless determined otherwise by the Committee at any point following such event: (i) neither a temporary
absence from employment or service due to illness, vacation or leave of absence nor a transfer from employment or service with
the Company to employment or service with an Affiliate (or vice-versa) shall be considered a termination of employment or service
with the Company or an Affiliate; and (ii) if a Participant’s employment with the Company and its Affiliates terminates,
but such Participant continues to provide services to the Company and its Affiliates in a non-employee capacity (or vice-versa),
such change in status shall not be considered a termination of employment with the Company or an Affiliate.


 


(h)       No
Rights as a Stockholder. Except as otherwise specifically provided in the Plan or any Award agreement, no person shall
be entitled to the privileges of ownership in respect of Common Shares or other securities that are subject to Awards hereunder
until such shares have been issued or delivered to that person.


 


(i)       Government
and Other Regulations. (iii) The obligation of the Company to settle Awards in Common Shares or other consideration shall
be subject to all applicable laws, rules, and regulations, and to such approvals by governmental agencies as may be required. Notwithstanding
any terms or conditions of any Award to the contrary, the Company shall be under no obligation to offer to sell or to sell, and
shall be prohibited from offering to sell or selling, any Common Shares or other securities pursuant to an Award unless such shares
have been properly registered for sale pursuant to the Securities Act with the Securities and Exchange Commission or unless the
Company has received an opinion of counsel, satisfactory to the Company, that such shares may be offered or sold without such registration
pursuant to an available exemption therefrom and the terms and conditions of such exemption have been fully complied with. The
Company shall be under no obligation to register for sale under the Securities Act any of the Common Shares or other securities
to be offered or sold under the Plan. The Committee shall have the authority to provide that all certificates for Common Shares
or other securities of the Company or any Affiliate delivered under the Plan shall be subject to such stop transfer orders and
other restrictions as the Committee may deem advisable under the Plan, the applicable Award agreement, the federal securities laws,
or the rules, regulations and other requirements of the Securities and Exchange Commission, any securities exchange or inter-dealer
quotation system upon which such shares or other securities are then listed or quoted and any other applicable federal, state,
local or non-U.S. laws, and, without limiting the generality of Section 9 of the Plan, the Committee may cause a legend or legends
to be put on any such certificates to make appropriate reference to such restrictions. Notwithstanding any provision in the Plan
to the contrary, the Committee reserves the right to add any additional terms or provisions to any Award granted under the Plan
that it in its sole discretion deems necessary or advisable in order that such Award complies with the legal requirements of any
governmental entity to whose jurisdiction the Award is subject.


 


(ii)       The
Committee may cancel an Award or any portion thereof if it determines, in its sole discretion, that legal or contractual restrictions
and/or blockage and/or other market considerations would make the Company’s acquisition of Common Shares from the public
markets, the Company’s issuance of Common Shares or other securities to the Participant, the Participant’s acquisition
of Common Shares or other securities from the Company and/or the Participant’s sale of Common Shares to the public markets,
illegal, impracticable or inadvisable. If the Committee determines to cancel all or any portion of an Award denominated in Common
Shares in accordance with the foregoing, the Company shall pay to the Participant an amount equal to the excess of (A) the aggregate
fair market value of the Common Shares subject to such Award or portion thereof canceled (determined as of the applicable exercise
date, or the date that the shares would have been vested or delivered, as applicable), over (B) the aggregate Exercise Price or
Strike Price (in the case of an Option or SAR, respectively) or any amount payable as a condition of delivery of Common Shares
(in the case of any other Award). Such amount shall be delivered to the Participant as soon as practicable following the cancellation
of such Award or portion thereof.


 


(j)       Payments
to Persons Other Than Participants. If the Committee shall find that any person to whom any amount is payable under the
Plan is unable to care for his affairs because of illness or accident, or is a minor, or has died, then any payment due to such
person or his estate (unless a prior claim therefor has been made by a duly appointed legal representative) may, if the Committee
so directs the Company, be paid to his spouse, child, relative, an institution maintaining or having custody of such person, or
any other person deemed by the Committee to be a proper recipient on behalf of such person otherwise entitled to payment. Any such
payment shall be a complete discharge of the liability of the Committee and the Company therefor.


 


(k)       Nonexclusivity
of the Plan. Neither the adoption of this Plan by the Board nor the submission of this Plan to the shareholders of the
Company for approval shall be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements
as it may deem desirable, including, without limitation, the granting of stock options or other equity-based awards otherwise than
under this Plan, and such arrangements may be either applicable generally or only in specific cases.


 






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(l)       No
Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of
any kind or a fiduciary relationship between the Company or any Affiliate, on the one hand, and a Participant or other person or
entity, on the other hand. No provision of the Plan or any Award shall require the Company, for the purpose of satisfying any obligations
under the Plan, to purchase assets or place any assets in a trust or other entity to which contributions are made or otherwise
to segregate any assets, nor shall the Company maintain separate bank accounts, books, records or other evidence of the existence
of a segregated or separately maintained or administered fund for such purposes. Participants shall have no rights under the Plan
other than as unsecured general creditors of the Company, except that insofar as they may have become entitled to payment of additional
compensation by performance of services, they shall have the same rights as other employees under general law.


 


(m)       Reliance
on Reports. Each member of the Committee and each member of the Board shall be fully justified in acting or failing to
act, as the case may be, and shall not be liable for having so acted or failed to act in good faith, in reliance upon any report
made by the independent public accountant of the Company and its Affiliates and/or any other information furnished in connection
with the Plan by any agent of the Company or the Committee or the Board, other than himself.


 


(n)       Relationship
to Other Benefits. No payment under the Plan shall be taken into account in determining any benefits under any pension,
retirement, profit sharing, group insurance or other benefit plan of the Company except as otherwise specifically provided in such
other plan.


 


(o)       Governing
Law. The Plan shall be governed by and construed in accordance with the internal laws of the State of Nevada applicable
to contracts made and performed wholly within the State of Nevada, without giving effect to the conflict of laws provisions thereof.


 


(p)       Severability.
If any provision of the Plan or any Award or Award agreement is or becomes or is deemed to be invalid, illegal, or unenforceable
in any jurisdiction or as to any person or entity or Award, or would disqualify the Plan or any Award under any law deemed applicable
by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed
or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such
provision shall be construed or deemed stricken as to such jurisdiction, person or entity or Award and the remainder of the Plan
and any such Award shall remain in full force and effect.


 


(q)       Obligations
Binding on Successors. The obligations of the Company under the Plan shall be binding upon any successor corporation or
organization resulting from the merger, amalgamation, consolidation or other reorganization of the Company, or upon any successor
corporation or organization succeeding to substantially all of the assets and business of the Company.


 


(r)       Code
Section 409A.


 


(i)       Notwithstanding
any provision of this Plan to the contrary, all Awards made under this Plan are intended to be exempt from or, in the alternative,
comply with Code Section 409A and the interpretive guidance thereunder, including the exceptions for stock rights and short-term
deferrals. The Plan shall be construed and interpreted in accordance with such intent. Each payment under an Award shall be treated
as a separate payment for purposes of Code Section 409A.


 


(ii)       If
a Participant is a “specified employee” (as such term is defined for purposes of Code Section 409A) at the time of
his or her termination of service, no amount that is nonqualified deferred compensation subject to Code Section 409A and that becomes
payable by reason of such termination of service shall be paid to the Participant (or in the event of the Participant’s death,
the Participant’s representative or estate) before the earlier of (x) the first business day after the date that is six months
following the date of the Participant’s termination of service, and (y) within 30 days following the date of the Participant’s
death. For purposes of Code Section 409A, a termination of service shall be deemed to occur only if it is a “separation from
service” within the meaning of Code Section 409A, and references in the Plan and any Award agreement to “termination
of service” or similar terms shall mean a “separation from service.” If any Award is or becomes subject to Code
Section 409A, unless the applicable Award agreement provides otherwise, such Award shall be payable upon the Participant’s
 “separation from service” within the meaning of Code Section 409A. If any Award is or becomes subject to Code Section
409A and if payment of such Award would be accelerated or otherwise triggered under a Change in Control, then the definition of
Change in Control shall be deemed modified, only to the extent necessary to avoid the imposition of an excise tax under Code Section
409A, to mean a “change in control event” as such term is defined for purposes of Code Section 409A.


 






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(iii)       Any
adjustments made pursuant to Section 12 to Awards that are subject to Code Section 409A shall be made in compliance with the requirements
of Code Section 409A, and any adjustments made pursuant to Section 12 to Awards that are not subject to Code Section 409A shall
be made in such a manner as to ensure that after such adjustment, the Awards either (x) continue not to be subject to Code Section
409A or (y) comply with the requirements of Code Section 409A.


 


(s)       Expenses;
Gender; Titles and Headings. The expenses of administering the Plan shall be borne by the Company and its Affiliates. Masculine
pronouns and other words of masculine gender shall refer to both men and women. 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.


 


(t)       Other
Agreements. Notwithstanding the above, the Committee may require, as a condition to the grant of and/or the receipt of
Common Shares or other securities under an Award, that the Participant execute lock-up, shareholder or other agreements, as it
may determine in its sole and absolute discretion.


 


(u)       Payments.
Participants shall be required to pay, to the extent required by applicable law, any amounts required to receive Common Shares
or other securities under any Award made under the Plan.


 


(v)       Erroneously
Awarded Compensation. All Awards shall be subject (including on a retroactive basis) to (i) any clawback, forfeiture or
similar incentive compensation recoupment policy established from time to time by the Company, including, without limitation, any
such policy established to comply with the Dodd-Frank Wall Street Reform and Consumer Protection Act, (ii) applicable law (including,
without limitation, Section 304 of the Sarbanes-Oxley Act and Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection
Act), and/or (iii) the rules and regulations of the applicable securities exchange or inter-dealer quotation system on which the
Common Shares or other securities are listed or quoted, and such requirements shall be deemed incorporated by reference into all
outstanding Award agreements.


 


* * *


 



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