Exhibit 10.1


 


VERICEL
CORPORATION AMENDED AND RESTATED 2019 OMNIBUS INCENTIVE PLAN

(amended and restated as of April 29, 2020)


 


Vericel Corporation (the “Company”),
a Michigan corporation, hereby establishes and adopts the following Amended and Restated 2019 Omnibus Incentive Plan (the “Plan”).


 


1.            PURPOSE OF THE
PLAN


 


The purpose of the Plan is to assist the
Company and its Affiliates in attracting and retaining certain individuals to serve as directors, employees, consultants and/or
advisors of the Company and its Affiliates who are expected to contribute to the Company’s success and achieve long-term
objectives that will inure to the benefit of all shareholders of the Company through the additional incentives inherent in the
Awards hereunder.


 


2.            DEFINITIONS


 


2.1.       “Affiliate”
shall mean, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are
defined in Rule 405 of the Securities Act of 1933, as amended. The Board or the Committee shall have the authority to determine
the time or times at which “parent” or “subsidiary” status is determined within the foregoing definition.


 


2.2.       “Award”
shall mean any Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit Award, Performance Award or any
other right, interest or option relating to Shares or other property (including cash) granted pursuant to the provisions of the
Plan.


 


2.3.       “Award
Agreement” shall mean any agreement, contract or other instrument or document evidencing any Award granted hereunder,
whether in writing or through an electronic medium.


 


2.4.       “Board”
shall mean the board of directors of the Company.


 


2.5.       “Change
in Control” shall have the meaning set forth in Section 10.3.


 


2.6.       “Code”
shall mean the Internal Revenue Code of 1986, as amended from time to time.


 


2.7.       “Committee”
shall mean the Compensation Committee of the Board or a subcommittee thereof formed by the Compensation Committee to act as the
Committee hereunder. The Committee shall consist of no fewer than two Directors, each of whom is (i) a “Non-Employee
Director” within the meaning of Rule 16b-3 of the Exchange Act, and (ii) an “independent director”
for purpose of the rules of the NASDAQ Stock Market (or such other principal U.S. national securities exchange on which the Shares
are traded) to the extent required by such rules.


 


2.8.       “Consultant”
shall mean any consultant or advisor who is a natural person and who provides services to the Company or any Affiliate, so long
as such person (i) renders bona fide services that are not in connection with the offer and sale of the Company’s securities
in a capital-raising transaction and (ii) does not directly or indirectly promote or maintain a market for the Company’s
securities.


 


2.9.       “Director”
shall mean a non-employee member of the Board.


 


2.10.     “Dividend
Equivalents” shall have the meaning set forth in Section 11.5.


 


2.11.     “Employee”
shall mean any employee of the Company or any Affiliate and any prospective employee conditioned upon, and effective not earlier
than, such person becoming an employee of the Company or any Affiliate.


 


2.12.     “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.


 






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2.13.       “Fair
Market Value” shall mean, with respect to Shares as of any date, (i) the per Share closing price of the Shares
as reported on the NASDAQ Stock Market on that date (or if there was no reported closing price on such date, on the last
preceding date on which the closing price was reported), (ii) if the Shares are not then listed on the NASDAQ Stock
Market, the closing price on the principal U.S. national securities exchange on which the Shares are listed (or if there was
no reported closing price on such date, on the last preceding date on which the closing price was reported), or (iii) if
the Shares are not listed on a U.S. national securities exchange, the Fair Market Value of Shares shall be determined by the
Committee in its sole discretion using appropriate criteria, a reasonable application of a reasonable method in accordance
with the regulations under Section 409A of the Code and, with respect to Incentive Stock Options, in accordance with the
requirements of Section 422 of the Code. The Fair Market Value of any property other than Shares shall mean the market
value of such property determined by such methods or procedures as shall be established from time to time by the
Committee.


 


2.14.       “Incentive
Stock Option” shall mean an Option which when granted is intended to qualify as an incentive stock option for purposes
of Section 422 of the Code.


 


2.15.       “Option”
shall mean any right granted to a Participant under the Plan allowing such Participant to purchase Shares at such price or prices
and during such period or periods as the Committee shall determine.


 


2.16.       “Original
Effective Date” shall have the meaning set forth in Section 12.13.


 


2.17.       “Participant”
shall mean an Employee, Director or Consultant who the Committee determines to receive an Award under the Plan.


 


2.18.       “Payee”
shall have the meaning set forth in Section 12.1.


 


2.19.       “Performance
Award” shall mean any Award of Performance Cash, Performance Shares or Performance Units granted pursuant to Article 9.


 


2.20.       “Performance
Cash” shall mean any cash incentives granted pursuant to Section 9 payable to the Participant upon the achievement
of such performance goals as the Committee shall establish.


 


2.21.       “Performance
Period” shall mean the period established by the Committee during which any performance goals specified by the Committee
with respect to such Award are to be measured.


 


2.22.       “Performance
Share” shall mean any grant pursuant to Section 9 of a unit valued by reference to a designated number of Shares,
which value may be paid to the Participant upon achievement of such performance goals during the Performance Period as the Committee
shall establish.


 


2.23.       “Performance
Unit” shall mean any grant pursuant to Section 9 of a unit valued by reference to a designated amount of cash or
property other than Shares, which value may be paid to the Participant upon achievement of such performance goals during the Performance
Period as the Committee shall establish.


 


2.24.       “Permitted
Assignee” shall have the meaning set forth in Section 11.3.


 


2.25.       “Prior
Plans” shall mean, collectively, the Vericel Corporation 2017 Omnibus Incentive Plan and the following Aastrom Biosciences, Inc.
plans: Amended and Restated 2004 Equity Incentive Plan and Amended and Restated 2009 Omnibus Incentive Plan.


 


2.26.       “Restatement
Effective Date” shall have the meaning set forth in Section 12.13.


 


2.27.       “Restricted
Stock” shall mean any Share issued with the restriction that the holder may not sell, transfer, pledge or assign such
Share and with such other restrictions as the Committee, in its sole discretion, may impose (including any restriction on the right
to vote such Share and the right to receive any dividends), which restrictions may lapse separately or in combination at such time
or times, in installments or otherwise, as the Committee may deem appropriate.


 


2.28.       “Restricted
Stock Award” shall have the meaning set forth in Section 7.1.


 


2.29.       “Restricted
Stock Unit Award” shall have the meaning set forth in Section 8.1.


 


2.30.       “Restricted
Stock Unit” shall mean an Award that is valued by reference to a Share, which value may be paid to the Participant upon
satisfaction of such vesting restrictions as the Committee in its sole discretion shall impose, which restrictions may lapse separately
or in combination at such time or times, in installments or otherwise, as the Committee may deem appropriate.


 


2.31.       “Shares”
shall mean the shares of common stock, no par value, of the Company.


 


2.32.       “Stock
Appreciation Right” shall mean the right granted to a Participant pursuant to Section 6.


 


2.33.       “Substitute
Awards” shall mean Awards granted or Shares issued by the Company in assumption of, or in substitution or exchange for,
awards previously granted, or the right or obligation to make future awards, in each case by a company acquired by the Company
or any Affiliate or with which the Company or any Affiliate combines.


 






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3.           SHARES SUBJECT
TO THE PLAN


 


3.1. Number of Shares.


 


(a)       Subject
to adjustment as provided in Sections 3.1(b) and 11.2 and as of the Restatement Effective Date, the number of Shares that
shall be authorized for grant under the Plan shall equal a total of (i) 5,744,242 Shares, as increased pursuant to
paragraph (b) of this Section, less (ii) one (1) share of Stock for every one (1) share of Stock that was subject
to an Option or Stock Appreciation Right granted after December 31, 2019 and prior to the Restatement Effective Date under
the Plan and 1.4 Shares for every one (1) Share that was subject to an award other than an Option or Stock Appreciation Right
granted after December 31, 2019 and prior to the Restatement Effective Date under the Plan, plus (iii) one (1) Share for every
one (1) Share that was subject to an Option or Stock Appreciation Right (or, option or stock appreciation right, as applicable)
granted under the Plan and the Prior Plans and 1.4 Shares for every one (1) Share that was subject to an award other than an Option
or Stock Appreciation Right (or, option or stock appreciation right, as applicable) under the Plan and the Prior Plans, in either
case that were forfeited, expired or settled for cash (in whole or in part), after December 31, 2019 and prior to the Restatement
Effective Date. Any Shares that are subject to Options or Stock Appreciation Rights shall be counted against this limit as one
(1) Share for every one (1) Share granted, and any Shares that are subject to Awards other than Options or Stock Appreciation
Rights shall be counted against this limit as 1.4 Shares for every one (1) Share granted. Subject to adjustment as provided
in Section 11.2, no Participant may be granted Awards during any calendar year with respect to more than 2,000,000 Shares.
After the Original Effective Date, no awards may be granted under any Prior Plan;
after the Restatement Effective Date, no awards may be granted under any prior version of the Plan.


 


(b)       If
(i) any Shares subject to an Award are forfeited, an Award expires or an Award is settled for cash (in whole or in part),
or (ii) after the Restatement Effective Date any Shares subject to an award under the Prior Plans are forfeited, or an award under
the Prior Plans expires or is settled for cash (in whole or in part), the Shares subject to such Award or award under the Prior
Plans shall, to the extent of such forfeiture, expiration or cash settlement, again be available for Awards under the Plan, in
accordance with Section 3.1(d) below. Notwithstanding anything to the contrary contained herein, the following Shares shall
not be added to the Shares authorized for grant under paragraph (a) of this Section: (i) Shares tendered by the Participant
or withheld by the Company in payment of the purchase price of an Option or after December 31, 2018, an option granted under
the Prior Plans, or to satisfy any tax withholding obligation with respect to an Award or after December 31, 2018, awards
granted under the Prior Plans, and (ii) Shares subject to a Stock Appreciation Right or after December 31, 2018, a stock
appreciation right granted under the Prior Plans that are not issued in connection with the stock settlement of the Stock Appreciation
Right on exercise thereof and (iii) Shares reacquired by the Company on the open market or otherwise using cash proceeds from
the exercise of Options or after December 31, 2018, options granted under the Prior Plans.


 


(c)       Shares
issued under Substitute Awards shall not reduce the Shares authorized for grant under the Plan or the limitation set forth in the
last sentence of paragraph (a) above, nor shall Shares subject to a Substitute Award again be available for Awards under the
Plan to the extent of any forfeiture, expiration or cash settlement as provided in paragraph (b) above.


 


(d)       Any
Shares that again become available for grant pursuant to paragraph (b) of this Section shall be added back as (i) one
(1) Share if such Shares were subject to Options or Stock Appreciation Rights granted under the Plan or options or stock appreciation
rights granted under the Prior Plans, and (ii) as 1.4 Shares if such Shares were subject to Awards other than Options or Stock
Appreciation Rights granted under the Plan or awards other than options or stock appreciation rights granted under the Prior Plans.


 


3.2. Character of Shares. Any Shares
issued hereunder may consist, in whole or in part, of authorized and unissued shares, treasury shares or shares purchased in the
open market or otherwise.


 


3.3 Limit on Awards to Directors.
Notwithstanding any other provision of the Plan to the contrary, the aggregate grant date fair value (computed as of the date of
grant in accordance with applicable financial accounting rules) of all Awards granted to any Director during any single calendar
year plus the aggregate amount of all cash earned and paid or payable to such Director for services rendered for the same year
shall not exceed $700,000; provided, however, that with respect to the Chairman of the Board, the lead independent Director, or
any newly-elected Director in his or her first calendar year of service, such amount shall not exceed $1,000,000.


 






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4.           
ELIGIBILITY AND ADMINISTRATION


 


4.1. Eligibility. Any Employee, Director
or Consultant shall be eligible to participate, in accordance with the terms of the Plan.


 


4.2. Administration.


 


(a)        The
Plan shall be administered by the Committee. The Committee shall have full power and authority, subject to the provisions of the
Plan and subject to such orders or resolutions not inconsistent with the provisions of the Plan as may from time to time be adopted
by the Board, to:


 


(i)         select
the Employees, Directors and Consultants to whom Awards may from time to time be granted hereunder;


 


(ii)        determine
the type or types of Awards, not inconsistent with the provisions of the Plan, to be granted to each Participant hereunder;


 


(iii)       determine
the number of Shares (or dollar value) to be covered by each Award granted hereunder;


 


(iv)       determine
the terms and conditions, not inconsistent with the provisions of the Plan, of any Award granted hereunder (including the power
to amend outstanding Awards);


 


(v)        accelerate
at any time the exercisability or vesting of all or any portion of any Award in circumstances involving the grantee’s death,
disability, retirement or termination of employment, a change in control (including a Change in Control) or for any other reason
deemed reasonable by the Committee;


 


(vi)       determine
whether, to what extent and under what circumstances Awards may be settled in cash, Shares or other property;


 


(vii)      determine
whether, to what extent, and under what circumstances cash, Shares, other property and other amounts payable with respect to an
Award made under the Plan shall be deferred either automatically or at the election of the Participant;


 


(viii)     determine
whether, to what extent and under what circumstances any Award shall be canceled or suspended;


 


(ix)        interpret
and administer the Plan and any instrument or agreement entered into under or in connection with the Plan, including any Award
Agreement;


 


(x)        correct
any defect, supply any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent that the
Committee shall deem desirable to carry it into effect;


 


(xi)       establish
such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan;


 


(xii)      determine
whether any Award, other than an Option or Stock Appreciation Right, will have Dividend Equivalents; and


 


(xiii)       make
any other determination and take any other action that the Committee deems necessary or desirable for administration of the Plan.


 






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Subject to subparagraph (b) below,
in determining whether to make an Award, to whom to make an Award, the type of Award or the size of the Award, the Committee may
consult with management of the Company.


 


(b)       Decisions
of the Committee shall be final, conclusive and binding on all persons or entities, including the Company, any Participant, and
any Affiliate. Subject to applicable law, majority of the members of the Committee may determine its actions, including fixing
the time and place of its meetings.


 


(c)       To
the extent not inconsistent with applicable law or the rules and regulations of the NASDAQ Stock Market (or such other principal
U.S. national securities exchange on which the Shares are traded), the Committee may delegate to: (i) a committee of one or
more members of the Board the authority to take action on behalf of the Committee under the Plan including the right to grant,
cancel, suspend or amend Awards and (ii) one or more “executive officers” within the meaning of Rule 16a-1(f)
of the Exchange Act or a committee of executive officers the right to grant Awards to Employees who are not directors or executive
officers of the Company and the authority to take action on behalf of the Committee pursuant to the Plan to cancel or suspend Awards
to Employees who are not directors or executive officers of the Company.


 


(d)       The
Board in its discretion may ratify and approve actions taken by the Committee. In addition, to the extent not inconsistent with
applicable law or the rules and regulations of the NASDAQ Stock Market or such other principal U.S. national securities exchange
on which the Shares are traded, the Board may take any action under the Plan that the Committee is authorized to take. In the event
the Board takes such action references to the Committee hereunder shall be understood to refer to the Board.


 


5.           OPTIONS


 


5.1. Grant of Options. Options may
be granted hereunder to Participants either alone or in addition to other Awards granted under the Plan. Any Option shall be subject
to the terms and conditions of this Section and to such additional terms and conditions, not inconsistent with the provisions of
the Plan, as the Committee shall deem desirable.


 


5.2. Award Agreements. All Options
granted pursuant to this Section shall be evidenced by a written Award Agreement in such form and containing such terms and conditions
as the Committee shall determine which are not inconsistent with the provisions of the Plan. The terms of Options need not be the
same with respect to each Participant. Granting an Option pursuant to the Plan shall impose no obligation on the recipient to exercise
such Option. Any individual who is granted an Option pursuant to this Section may hold more than one Option granted pursuant to
the Plan at the same time.


 


5.3. Option Price. Other than in
connection with Substitute Awards, the option price per each Share purchasable under any Option granted pursuant to this Article
shall not be less than 100% of the Fair Market Value of one Share on the date of grant of such Option; provided, however, that
in the case of an Incentive Stock Option granted to a Participant who, at the time of the grant, owns stock representing more than
10% of the voting power of all classes of stock of the Company or any Affiliate, the option price per share shall be no less than
110% of the Fair Market Value of one Share on the date of grant. Other than pursuant to Section 11.2, the Committee shall
not without the approval of the Company’s shareholders (a) lower the option price per Share of an Option after it is
granted, (b) cancel an Option when the option price per Share exceeds the Fair Market Value of one Share in exchange for cash
or another Award (other than in connection with a Change in Control or Substitute Awards), and (c) take any other action with
respect to an Option that would be treated as a repricing under the rules and regulations of the NASDAQ Stock Market (or such other
principal U.S. national securities exchange on which the Shares are traded).


 


5.4. Option Term. The term of each
Option shall be fixed by the Committee in its sole discretion; provided, that no Option shall be exercisable after the expiration
of ten (10) years from the date the Option is granted; provided, however, that the term of the Option shall not exceed five
(5) years from the date the Option is granted in the case of an Incentive Stock Option granted to a Participant who, at the
time of the grant, owns stock representing more than 10% of the voting power of all classes of stock of the Company or any Affiliate.


 






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5.5. Exercise of Options.


 


(a)       Vested
Options granted under the Plan may be exercised by the Participant or by a Permitted Assignee thereof (or by the
Participant’s executors, administrators, guardian or legal representative, as may be provided in an Award Agreement) as
to all or part of the Shares covered thereby, by the giving of notice of exercise to the Company or its designated agent,
specifying the number of Shares to be purchased. The notice of exercise shall be in such form, made in such manner, and shall
comply with such other requirements consistent with the provisions of the Plan as the Committee may from time to time
prescribe.


 


(b)       Unless
otherwise provided in an Award Agreement, full payment of such purchase price shall be made at the time of exercise and shall be
made (i) in cash or cash equivalents (including certified check or bank check or wire transfer of immediately available funds),
(ii) by tendering previously acquired Shares (either actually or by attestation), valued at their then Fair Market Value,
(iii) with the consent of the Committee, by delivery of other consideration having a Fair Market Value on the exercise date
equal to the total purchase price, (iv) with the consent of the Committee, with respect to Options that are not Incentive
Stock Options, by a “net exercise” arrangement pursuant to which the Company will reduce the number of Shares issuable
upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price,
(v) through any other method specified in an Award Agreement (including same-day sales through a broker), or (vi) any
combination of any of the foregoing. In no event may any Option granted hereunder be exercised for a fraction of a Share. No adjustment
shall be made for cash dividends or other rights for which the record date is prior to the date of such issuance.


 


(c)       Notwithstanding
the foregoing, an Award Agreement may provide that if on the last day of the term of an Option the Fair Market Value of one Share
exceeds the option price per Share, the Participant has not exercised the Option (or, if applicable, a tandem Stock Appreciation
Right) and the Option has not expired, the Option shall be deemed to have been exercised by the Participant on such day with payment
made by withholding Shares otherwise issuable in connection with the exercise of the Option. In such event, the Company shall deliver
to the Participant the number of Shares for which the Option was deemed exercised, less the number of Shares required to be withheld
for the payment of the total purchase price and required withholding taxes (subject to Section 12.1); provided, however, any
fractional Share shall be settled in cash.


 


5.6. Form of Settlement. In its sole
discretion, the Committee may provide that the Shares to be issued upon an Option’s exercise shall be in the form of Restricted
Stock or other similar securities.


 


5.7. Incentive Stock Options. The
Committee may grant Incentive Stock Options to any employee of the Company or any Affiliate, subject to the requirements of Section 422
of the Code; provided, however, that for purposes of this Section “Affiliate shall mean, at the time of determination, any
“parent” or “subsidiary of the Company as such terms are defined in Section 424 of the Code and the regulations
thereunder. Notwithstanding anything in Section 3.1 to the contrary and solely for the purposes of determining whether Shares
are available for the grant of Incentive Stock Options under the Plan, the maximum aggregate number of Shares that may be issued
pursuant to Incentive Stock Options granted under the Plan shall be 5,000,000 Shares, subject to adjustment as provided in Section 11.2.


 


6.           STOCK APPRECIATION
RIGHTS


 


6.1. Grant and Exercise. The Committee
may provide Stock Appreciation Rights (a) in tandem with all or part of any Option granted under the Plan or at any subsequent
time during the term of such Option, (b) in tandem with all or part of any Award (other than an Option) granted under the
Plan or at any subsequent time during the term of such Award, or (c) without regard to any Option or other Award, in each
case upon such terms and conditions as the Committee may establish in its sole discretion.


 


6.2. Terms and Conditions. Stock
Appreciation Rights shall be subject to such terms and conditions, not inconsistent with the provisions of the Plan, as shall be
determined from time to time by the Committee, including the following:


 


(a)       Upon
the exercise of a Stock Appreciation Right, the holder shall have the right to receive the excess of (i) the Fair Market Value
of one Share on the date of exercise (or such amount less than such Fair Market Value as the Committee shall so determine at any
time during a specified period before the date of exercise) over (ii) the grant price of the Stock Appreciation Right.


 


(b)       The
Committee shall determine in its sole discretion whether payment upon the exercise of a Stock Appreciation Right shall be made
in cash, in whole Shares or other property, or any combination thereof.


 


(c)       The
terms and conditions of Stock Appreciation Rights need not be the same with respect to each recipient.


 






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(d)       The
Committee may impose such other conditions on the exercise of any Stock Appreciation Right, as it shall deem appropriate. A Stock
Appreciation Right shall have (i) a grant price per Share of not less than the Fair Market Value of one Share on the date
of grant or, if applicable, on the date of grant of an Option with respect to a Stock Appreciation Right granted in exchange for
or in tandem with, but subsequent to, the Option (subject to the requirements of Section 409A of the Code), except in the
case of Substitute Awards or in connection with an adjustment provided in Section 11.2 and (ii) a term not greater than
ten (10) years. In addition to the foregoing, but subject to Section 11.2, the Committee shall not without the approval
of the Company’s shareholders (x) lower the grant price per Share of any Stock Appreciation Right after it is granted,
(y) cancel any Stock Appreciation Right when the grant price per Share exceeds the Fair Market Value of the underlying Shares
in exchange for cash or another Award (other than in connection with a Change in Control as defined in Section 10.3 or Substitute
Awards), and (z) take any other action with respect to any Stock Appreciation Right that would be treated as a repricing under
the rules and regulations of the NASDAQ Stock Market (or such other principal U.S. national securities exchange on which the Shares
are traded).


 


(e)       In
no event may any Stock Appreciation Right granted hereunder be exercised for a fraction of a Share. No adjustment shall be made
for cash dividends or other rights for which the record date is prior to the date of such issuance.


 


(f)       An
Award Agreement may provide that if on the last day of the term of a Stock Appreciation Right the Fair Market Value of one Share
exceeds the grant price per Share of the Stock Appreciation Right, the Participant has not exercised the Stock Appreciation Right
or the tandem Option (if applicable), and the Stock Appreciation Right has not expired, the Stock Appreciation Right shall be deemed
to have been exercised by the Participant on such day. In such event, the Company shall make payment to the Participant in accordance
with this Section, reduced by the number of Shares (or cash) required for withholding taxes (subject to Section 12.1); any
fractional Share shall be settled in cash.


 


7.            RESTRICTED STOCK
AWARDS


 


7.1. Grants. Awards of Restricted
Stock may be issued hereunder to Participants either alone or in addition to other Awards granted under the Plan (a “Restricted
Stock Award”), and such Restricted Stock Awards may also be available as a form of payment of Performance Awards and other
earned cash-based incentive compensation. A Restricted Stock Award shall be subject to vesting restrictions imposed by the
Committee covering a period of time specified by the Committee. The Committee has absolute discretion to determine whether any
consideration (other than services) is to be received by the Company or any Affiliate as a condition precedent to the issuance
of Restricted Stock.


 


7.2. Award Agreements. The terms
of any Restricted Stock Award granted under the Plan shall be set forth in an Award Agreement which shall contain provisions determined
by the Committee and not inconsistent with the Plan. The terms of Restricted Stock Awards need not be the same with respect to
each Participant.


 


7.3. Rights of Holders of Restricted
Stock. Unless otherwise provided in the Award Agreement, beginning on the date of grant of the Restricted Stock Award, the
Participant shall become a shareholder of the Company with respect to all Shares subject to the Award Agreement and shall have
all of the rights of a shareholder, including the right to vote such Shares and the right to receive distributions made with respect
to such Shares; provided, however, that any Shares, cash or any other property distributed as a dividend or otherwise with respect
to any Restricted Stock as to which the restrictions have not yet lapsed shall be accumulated or credited, and shall be subject
to the same restrictions and risk of forfeiture as such Restricted Stock and shall not be paid until and unless the underlying
Award vests.


 


8.            RESTRICTED STOCK
UNIT AWARDS


 


8.1. Grants. Other Awards of units
having a value equal to an identical number of Shares (“Restricted Stock Unit Awards”) may be granted hereunder to
Participants either alone or in addition to other Awards granted under the Plan. Restricted Stock Unit Awards shall also be available
as a form of payment of other Awards granted under the Plan and other earned cash-based incentive compensation.


 


8.2. Award Agreements. The terms
of Restricted Stock Unit Award granted under the Plan shall be set forth in an Award Agreement which shall contain provisions determined
by the Committee and not inconsistent with the Plan. Restricted Stock Unit Awards shall be subject to vesting restrictions imposed
by the Committee covering a period of time specified by the Committee. The terms of such Awards need not be the same with respect
to each Participant.


 


8.3. Payment. Except as
provided in Section 10 or as may be provided in an Award Agreement, Restricted Stock Unit Awards may be paid in cash,
Shares, other property, or any combination thereof, in the sole discretion of the Committee. Restricted Stock Unit Awards may
be paid in a lump sum or in installments or, in accordance with procedures established by the Committee, on a deferred basis
subject to the requirements of Section 409A of the Code.


 


8.4. Rights of Holders of Restricted
Stock Units. A Participant who holds a Restricted Stock Unit Award shall only have those rights specifically provided for in
the Award Agreement; provided, however, in no event shall the Participant have voting rights with respect to such Award.


 






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9.            PERFORMANCE AWARDS


 


9.1. Grants. Performance Awards in
the form of Performance Cash, Performance Shares or Performance Units, as determined by the Committee in its sole discretion, may
be granted hereunder to Participants, for no consideration or for such minimum consideration as may be required by applicable law,
either alone or in addition to other Awards granted under the Plan. The performance goals to be achieved for each Performance Period
shall be conclusively determined by the Committee.


 


9.2. Award Agreements. The terms
of any Performance Award granted under the Plan shall be set forth in an Award Agreement (or, if applicable, in a resolution duly
adopted by the Committee) which shall contain provisions determined by the Committee and not inconsistent with the Plan. The terms
of Performance Awards need not be the same with respect to each Participant.


 


9.3. Terms and Conditions. The performance
criteria to be achieved during any Performance Period and the length of the Performance Period shall be determined by the Committee
upon the grant of each Performance Award. The amount of the Award to be distributed shall be conclusively determined by the Committee.


 


9.4. Payment. Except as provided
in Section 10 or as may be provided in an Award Agreement, Performance Awards will be distributed only after the end of the
relevant Performance Period. Performance Awards may be paid in cash, Shares, other property, or any combination thereof, in the
sole discretion of the Committee. Performance Awards may be paid in a lump sum or in installments following the close of the Performance
Period or, in accordance with procedures established by the Committee, on a deferred basis subject to the requirements of Section 409A
of the Code.


 


10.         
CHANGE IN CONTROL PROVISIONS


 


10.1. Impact on Certain Awards. The
Committee, in its discretion, may determine that in the event of a Change in Control of the Company (i) Options and Stock
Appreciation Rights outstanding as of the date of the Change in Control shall be cancelled and terminated without payment therefor
if the Fair Market Value of one Share as of the date of the Change in Control is less than the Option per Share option price or
Stock Appreciation Right per Share grant price and (ii) all Performance Awards shall be considered to be earned and payable
(either in full or pro rata based on the portion of Performance Period completed as of the date of the Change in Control, or otherwise)
as provided in the Award Agreement, and any limitations or other restrictions shall lapse and such Performance Awards shall be
immediately settled or distributed.


 


10.2. Assumption or Substitution of Certain
Awards.


 


(a)       Unless
otherwise provided in an Award Agreement, in the event of a Change in Control of the Company in which the successor company
assumes or substitutes for an Option, Stock Appreciation Right, Restricted Stock Award or Restricted Stock Unit Award (or in
which the Company is the ultimate parent corporation and continues the Award), if a Participant’s employment with such
successor company (or the Company) or a subsidiary thereof terminates within the time period following such Change in Control
set forth in the Award Agreement (or prior thereto if applicable) and under the circumstances specified in the Award
Agreement: (i) Options and Stock Appreciation Rights outstanding as of the date of such termination of employment will
immediately vest, become fully exercisable, and may thereafter be exercised for the period of time set forth in the Award
Agreement, (ii) the restrictions, limitations and other conditions applicable to Restricted Stock shall lapse and the
Restricted Stock shall become free of all restrictions, limitations and conditions and become fully vested, and
(iii) the restrictions, limitations and other conditions applicable to any Restricted Stock Unit Awards or any other
Awards shall lapse, and such Restricted Stock Unit Awards or such other Awards shall become free of all restrictions,
limitations and conditions and become fully vested and transferable to the full extent of the original grant. For the
purposes of this Section, an Option, Stock Appreciation Right, Restricted Stock Award or Restricted Stock Unit Award shall be
considered assumed or substituted for if following the Change in Control the Award confers the right to purchase or receive,
for each Share subject to the Option, Stock Appreciation Right, Restricted Stock Award or Restricted Stock Unit Award
immediately prior to the Change in Control, the consideration (whether stock, cash or other securities or property) received
in the transaction constituting a Change in Control by holders of Shares for each Share held on the effective date of such
transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a
majority of the outstanding shares); provided, however, that if such consideration received in the transaction constituting a
Change in Control is not solely common stock of the successor company, the Committee may, with the consent of the successor
company, provide that the consideration to be received upon the exercise or vesting of an Option, Stock Appreciation Right,
Restricted Stock Award or Restricted Stock Unit Award, for each Share subject thereto, will be solely common stock of the
successor company substantially equal in fair market value to the per Share consideration received by holders of Shares in
the transaction constituting a Change in Control. The determination of such substantial equality of value of consideration
shall be made by the Committee in its sole discretion and its determination shall be conclusive and binding.


 






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(b)       Unless
otherwise provided in an Award Agreement, in the event of a Change in Control of the Company, to the extent that the successor
company does not assume or substitute for an Option, Stock Appreciation Right, Restricted Stock Award or Restricted Stock Unit
Award (or in which the Company is the ultimate parent corporation and does not continue the Award), then immediately prior to the
Change in Control: (i) those Options and Stock Appreciation Rights outstanding as of the date of the Change in Control that
are not assumed or substituted for (or continued) shall immediately vest and become fully exercisable, (ii) restrictions,
limitations and conditions on Restricted Stock not assumed or substituted for (or continued) shall lapse and the Restricted Stock
shall become free of all restrictions, limitations and conditions and become fully vested, and (iii) the restrictions limitations
and conditions applicable to any Restricted Stock Unit Awards or any other Awards not assumed or substituted for (or continued)
shall lapse, and such Restricted Stock Unit Awards or such other Awards shall become free of all restrictions, limitations and
conditions and become fully vested and transferable to the full extent of the original grant.


 


(c)       The
Committee, in its discretion, may determine that, upon the occurrence of a Change in Control of the Company, each Option and Stock
Appreciation Right outstanding shall terminate within a specified number of days after notice to the Participant, and/or that each
Participant shall receive, with respect to each Share subject to such Option or Stock Appreciation Right, an amount equal to the
excess (if any) of the Fair Market Value of such Share immediately prior to the occurrence of such Change in Control over the exercise
price per Share of such Option and/or Stock Appreciation Right; such amount to be payable in cash, in one or more kinds of stock
or property (including the stock or property, if any, payable in the transaction) or in a combination thereof, as the Committee,
in its discretion, shall determine. The Committee shall also have the option (in its sole discretion) to make or provide for a
payment, in cash or in kind, to the grantees holding other Awards in an amount equal to the Fair Market Value of one Share immediately
prior to the occurrence of such Change in Control multiplied by the number of vested Shares under such Awards.


 


10.3. Change in Control. For purposes
of the Plan, unless otherwise provided in an Award Agreement, Change in Control means the occurrence of any one of the following
events:


 


(a)       During
any twenty-four (24) month period, individuals who, as of the beginning of such period, constitute the Board (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 a majority
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) shall 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 shall be deemed to be an Incumbent Director;


 


(b)       Any
“person” (as such term is defined in the Exchange Act and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange
Act) is or becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly,
of securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding securities
eligible to vote for the election of the Board (the “Company Voting Securities”); provided, however, that the event
described in this paragraph (b) shall not be deemed to be a Change in Control by virtue of any of the following acquisitions:
(A) by the Company or any Affiliate, (B) by any employee benefit plan (or related trust) sponsored or maintained by the
Company or any Affiliate, (C) by any underwriter temporarily holding securities pursuant to an offering of such securities,
(D) pursuant to a Non-Qualifying Transaction, as defined in paragraph (c), or (E) by any person of Company Voting
Securities from the Company, if a majority of the Incumbent Board approves in advance the acquisition of beneficial ownership of
50% or more of Company Voting Securities by such person;


 






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(c)       The
consummation of a merger, consolidation, statutory share exchange or similar form of corporate transaction involving the
Company or any of its Affiliates that requires the approval of the Company’s shareholders, whether for such transaction
or the issuance of securities in the transaction (a “Business Combination”), unless immediately following such
Business Combination: (A) more than 50% of the total voting power of (x) the corporation resulting from such
Business Combination (the “Surviving Corporation”), or (y) if applicable, the ultimate parent corporation
that directly or indirectly has beneficial ownership of 100% of the voting securities eligible to elect directors of the
Surviving Corporation (the “Parent Corporation”), is represented by Company Voting Securities that were
outstanding immediately prior to such Business Combination (or, if applicable, is represented by shares into which such
Company Voting Securities were converted pursuant to such Business Combination), and such voting power among the holders
thereof is in substantially the same proportion as the voting power of such Company Voting Securities among the holders
thereof immediately prior to the Business Combination, (B) no person (other than any employee benefit plan (or related
trust) sponsored or maintained by the Surviving Corporation or the Parent Corporation), is or becomes the beneficial owner,
directly or indirectly, of 50% or more of the total voting power of the outstanding voting securities eligible to elect
directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) and (C) at least
a majority of the members of the board of directors of the Parent Corporation (or, if there is no Parent Corporation, the
Surviving Corporation) following the consummation of the Business Combination were Incumbent Directors at the time of the
Board’s approval of the execution of the initial agreement providing for such Business Combination (any Business
Combination which satisfies all of the criteria specified in (A), (B) and (C) above shall be deemed to be a
“Non-Qualifying Transaction”);


 


(d)       The
shareholders of the Company approve a plan of complete liquidation or dissolution of the Company; or


 


(e)       The
consummation of a sale of all or substantially all of the Company’s assets.


 


Notwithstanding the foregoing, a Change
in Control shall not be deemed to occur solely because any person acquires beneficial ownership of more than 50% of the Company
Voting Securities as a result of the acquisition of Company Voting Securities by the Company which reduces the number of Company
Voting Securities outstanding; provided, that if after such acquisition by the Company such person becomes the beneficial owner
of additional Company Voting Securities that increases the percentage of outstanding Company Voting Securities beneficially owned
by such person, a Change in Control of the Company shall then occur.


 


11.         
GENERALLY APPLICABLE PROVISIONS


 


11.1. Amendment and Termination of the
Plan. The Board may, at any time, amend or discontinue the Plan and the Committee may, at any time, amend or cancel any outstanding
Award for the purpose of satisfying changes in law or for any other lawful purpose, but no such action shall adversely affect rights
under any outstanding Award without the holder’s consent. To the extent required under the rules of any securities exchange
or market system on which the Stock is listed, to the extent determined by the Committee to be required by the Code to ensure that
Incentive Stock Options granted under the Plan are qualified under Section 422 of the Code, Plan amendments shall be subject
to approval by the Company stockholders entitled to vote at a meeting of stockholders. Subject to Section 11.2, the Board
may not without the approval of the Company’s shareholders take any action with respect to an Option or Stock Appreciation
Right that may be treated as a repricing under the rules and regulations of the NASDAQ Stock Market (or such other principal U.S.
national securities exchange on which the Shares are traded), including a reduction of the exercise price of an Option or the grant
price of a Stock Appreciation Right or the cancellation of an Option or Stock Appreciation Right when the exercise price or grant
price per Share exceeds the Fair Market Value of the underlying Shares in exchange for cash or another Award (other than in connection
with a Change in Control as defined in Section 10.3 or Substitute Awards). In addition, no amendments to, or termination of,
the Plan shall in any way impair the rights of a Participant under any Award previously granted without such Participant’s
consent.


 


11.2. Adjustments. In the event of
any merger, reorganization, consolidation, recapitalization, dividend or distribution (whether in cash, shares or other property,
other than a regular cash dividend), stock split, reverse stock split, spin-off or similar transaction or other change in corporate
structure affecting the Shares or the value thereof, such adjustments and other substitutions shall be made to the Plan and to
Awards as the Committee deems equitable or appropriate taking into consideration the accounting and tax consequences, including
such adjustments in the aggregate number, class and kind of securities that may be delivered under the Plan, the limits in Section 3.1
and 3.3, the maximum number of Shares that may be issued pursuant to Incentive Stock Options and, in the aggregate or to any one
Participant, in the number, class, kind and option or exercise price of securities subject to outstanding Awards granted under
the Plan (including, if the Committee deems appropriate, the substitution of similar options to purchase the shares of, or other
awards denominated in the shares of, another company) as the Committee may determine to be appropriate in its sole discretion;
provided, however, that the number of Shares subject to any Award shall always be a whole number.


 






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11.3. Transferability of Awards.
Except as provided below, no Award and no Shares subject to Awards that have not been issued or as to which any applicable restriction,
performance or deferral period has not lapsed, may be sold, assigned, transferred, pledged or otherwise encumbered, other than
by will or the laws of descent and distribution, and such Award may be exercised during the life of the Participant only by the
Participant or the Participant’s guardian or legal representative. To the extent and under such terms and conditions as determined
by the Committee, a Participant may assign or transfer an Award (each transferee thereof, a “Permitted Assignee”) to
a “family member” as such term is defined in the General Instructions to Form S-8 (whether by gift or a domestic
relations order); provided that such Permitted Assignee shall be bound by and subject to all of the terms and conditions of the
Plan and the Award Agreement relating to the transferred Award and shall execute an agreement satisfactory to the Company evidencing
such obligations; and provided further that such Participant shall remain bound by the terms and conditions of the Plan. The Company
shall cooperate with any Permitted Assignee and the Company’s transfer agent in effectuating any transfer permitted under
this Section. In no event may any Award be transferred for consideration to a third-party financial institution.


 


11.4. Termination of Employment or Service.
The Committee shall determine and set forth in each Award Agreement whether any Awards granted in such Award Agreement will continue
to be exercisable, continue to vest or be earned and the terms of such exercise, vesting or earning, on and after the date that
a Participant ceases to be employed by or to provide services to the Company or any Affiliate (including as a Director or a Consultant),
whether by reason of death, disability, voluntary or involuntary termination of employment or services, or otherwise. The date
of termination of a Participant’s employment or services will be determined by the Committee, which determination will be
final. A Participant’s employment or services will not be deemed terminated merely because of a change in the capacity in
which the Participant provides services for the Company or an Affiliate as a Consultant, Director or Employee, or because of a
change from providing services to the Company to an Affiliate or vice versa or from one Affiliate to another, provided that there
is no interruption or termination of the Participant’s service between such changes.


 


11.5. Deferral; Dividend Equivalents.
The Committee shall be authorized to establish procedures pursuant to which the payment of any Award may be deferred in accordance
with the requirements of Section 409A of the Code. Subject to the provisions of the Plan and any Award Agreement, the recipient
of an Award (including any deferred Award) other than an Option or Stock Appreciation Right may, if so determined by the Committee,
be entitled to receive cash, stock or other property dividends, or cash payments in amounts equivalent to cash, stock or other
property dividends on Shares (“Dividend Equivalents”) with respect to the number of Shares covered by the Award, as
determined by the Committee, in its sole discretion. The Committee may provide that such amounts and Dividend Equivalents (if any)
shall be deemed to have been credited or accumulated and reinvested in additional Shares or otherwise reinvested. Notwithstanding
the foregoing, Dividend Equivalents shall at all times be subject to restrictions and risk of forfeiture to the same extent as
the underlying Award and shall not be paid unless and until the underlying Award vests.


 


12.          MISCELLANEOUS


 


12.1. Tax Withholding. The Company
shall have the right to make all payments or distributions pursuant to the Plan to a Participant (or a Permitted Assignee thereof)
(any such person, a “Payee”) net of any applicable federal, state and local taxes required to be paid or withheld as
a result of (a) the grant of any Award, (b) the exercise of an Option or Stock Appreciation Right, (c) the delivery
of Shares or cash, (d) the lapse of any restrictions in connection with any Award or (e) any other event occurring pursuant
to the Plan. The Company or any Affiliate shall have the right to withhold from wages or other amounts otherwise payable to such
Payee such withholding taxes as may be required by law, or to otherwise require the Payee to pay such withholding taxes. If the
Payee shall fail to make such tax payments as are required, the Company or its Affiliates shall, to the extent permitted by law,
have the right to deduct any such taxes from any payment of any kind otherwise due to such Payee or to take such other action as
may be necessary to satisfy such withholding obligations. The Committee shall be authorized to establish procedures for election
by Participants to satisfy such obligation for the payment of such taxes by tendering previously acquired Shares (either actually
or by attestation, valued at their then Fair Market Value), or by directing the Company to retain Shares (up to the Participant’s
maximum required tax withholding rate or such other lesser rate that will not cause an adverse accounting consequence or cost)
otherwise deliverable in connection with the Award, subject to the discretion of the Committee. The Committee may also require
(i) Awards to be subject to mandatory share withholding up to the required withholding amount or (ii) the Company’s
tax withholding obligation to be satisfied, in whole or in part, by an arrangement whereby a certain number of Shares issued pursuant
to any Award are immediately sold and proceeds from such sale are remitted to the Company in an amount that would satisfy the withholding
amount due. For purposes of share withholding, the Fair Market Value of withheld shares shall be determined in the same manner
as the value of shares includible in income of the grantees.


 






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12.2. Right of Discharge Reserved; Claims
to Awards. Nothing in the Plan nor the grant of an Award hereunder shall confer upon any Employee, Director or Consultant the
right to continue in the employment or service of the Company or any Affiliate or affect any right that the Company or any Affiliate
may have to terminate the employment or service of (or to demote or to exclude from future Awards under the Plan) any such Employee,
Director or Consultant at any time for any reason. Except as specifically provided by the Committee, the Company shall not be liable
for the loss of existing or potential profit from an Award granted in the event of termination of an employment or other relationship.
No Employee, Director or Consultant shall have any claim to be granted any Award under the Plan, and there is no obligation for
uniformity of treatment of Employees, Directors or Consultants under the Plan.


 


12.3. Prospective Recipient. The
prospective recipient of any Award under the Plan shall not, with respect to such Award, be deemed to have become a Participant,
or to have any rights with respect to such Award, until and unless such recipient shall have executed an agreement or other instrument
evidencing the Award and delivered a copy thereof to the Company, and otherwise complied with the then applicable terms and conditions.


 


12.4. Substitute Awards. Notwithstanding
any other provision of the Plan, the terms of Substitute Awards may vary from the terms set forth in the Plan to the extent the
Committee deems appropriate to conform, in whole or in part, to the provisions of the awards in substitution for which they are
granted.


 


12.5. Cancellation of Award; Forfeiture
of Gain.


 


(a)       Notwithstanding
anything to the contrary contained herein, an Award Agreement may provide that the Award shall be canceled if the Participant,
without the consent of the Company, while employed by, or providing services to, the Company or any Affiliate or after termination
of such employment or services, establishes a relationship with a competitor of the Company or any Affiliate or engages in activity
that is in conflict with or adverse to the interest of the Company or any Affiliate (including conduct contributing to any financial
restatements or financial irregularities), as determined by the Committee in its sole discretion. The Committee may provide in
an Award Agreement that if within the time period specified in the Award Agreement the Participant establishes a relationship with
a competitor or engages in an activity referred to in the preceding sentence, the Participant will forfeit any gain realized on
the vesting or exercise of the Award and must repay such gain to the Company. For purposes of this section, the term “competitor”
shall mean any business of the same nature as, or in competition with, the business in which the Company or an Affiliate is now
engaged, or in which Company or Affiliate becomes engaged during the term of a Participant’s employment, consultancy or service
on the Board, or which is involved in science or technology which is similar to the Company’s or an Affiliate’s science
or technology, provided, however, that a Participant shall not be deemed to have established a relationship or engaged in a competitive
activity due to the ownership of 2% or less of the shares of a public company that would otherwise be a competitor so long as the
Participant does not actively participate in the management of such company.


 


(b)       In
the event the Participant ceases to be employed by, or provide services to, the Company or an Affiliate on account of a termination
for “cause” (as defined below), any Award held by the Participant shall terminate as of the date the Participant ceases
to be employed by, or provide services to, the Company or the Affiliate unless the Committee notifies the Participant that his
or her Award(s) will not terminate. In addition, notwithstanding any other provisions of this Section, if, after an Award is made,
or an Option or a Stock Appreciation Right is exercised, after the act or omission of the Participant that defines the termination
as a termination for cause, but before the Company determines that termination is for cause, such Award, or exercise, as the case
may be, will be void ab initio and reversed by the parties. In the event a Participant’s employment or services is
terminated for cause, in addition to the immediate termination of all Awards, the Participant shall automatically forfeit all shares
underlying any exercised portion of an Option for which the Company has not yet delivered the share certificates, upon refund by
the Company of the option price paid by the Participant for such shares. Notwithstanding the foregoing, this provision is not intended
to, and shall be interpreted in a manner that does not, limit or restrict you from exercising any legally protected whistleblower
rights (including pursuant to Rule 21F under the Exchange Act).


 


(c)       For
purposes of this Section, “cause” shall mean, unless otherwise provided in an Award Agreement or another
agreement between the Participant and the Company or an Affiliate or a plan maintained by the Company or an Affiliate in
which the Participant participates, a determination by the Committee that the Participant has (i) materially breached
his or her employment or service contract with the Company, (ii) been engaged in disloyalty to the Company or an
Affiliate, including, without limitation, fraud, embezzlement, theft, commission of a felony or proven dishonesty in the
course of his or her employment or service, which will materially harm the interests of the Company or the Affiliate
(iii) disclosed trade secrets or confidential information of the Company to persons not entitled to receive such
information, (iv) breached any written noncompetition or nonsolicitation agreement between the Participant and the
Company or an Affiliate in a manner which the Committee determines will cause material harm to the interests of the Company
or an Affiliate, or (v) engaged in such other behavior materially detrimental to the interests of the Company, in each
case as the Committee determines.


 






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(d)       Further,
this provision also applies to any policy adopted by any exchange on which the securities of the Company are listed pursuant to
Section 10D of the Exchange Act. To the extent any such policy requires the repayment of incentive-based compensation
received by a Participant, whether paid pursuant to an Award granted under this Plan or any other plan of incentive-based compensation
maintained in the past or adopted in the future by the Company, by accepting an Award under this Plan, the Participant agrees to
the repayment of such amounts to the extent required by such policy and applicable law.


 


12.6. Stop Transfer Orders. All certificates
for Shares delivered under the Plan pursuant to any Award shall be subject to such stop-transfer orders and other restrictions
as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission,
any stock exchange upon which the Shares are then listed, and any applicable federal or state securities law, and the Committee
may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.


 


12.7. Nature of Payments. All Awards
made pursuant to the Plan are in consideration of services performed or to be performed for the Company or any Affiliate, division
or business unit of the Company. Any income or gain realized pursuant to Awards under the Plan constitutes a special incentive
payment to the Participant and shall not be taken into account, to the extent permissible under applicable law, as compensation
for purposes of any of the employee benefit plans of the Company or any Affiliate except as may be determined by the Committee
or by the Board or board of directors of the applicable Affiliate.


 


12.8. Other Plans. Nothing contained
in the Plan shall prevent the Board from adopting other or additional compensation arrangements, subject to shareholder approval
if such approval is required; and such arrangements may be either generally applicable or applicable only in specific cases.


 


12.9. Severability. The provisions
of the Plan shall be deemed severable. If any provision of the Plan shall be held unlawful or otherwise invalid or unenforceable
in whole or in part by a court of competent jurisdiction or by reason of a change in a law or regulation, such provision shall
(a) be deemed limited to the extent that such court of competent jurisdiction deems it lawful, valid and/or enforceable and
as so limited shall remain in full force and effect, and (b) not affect any other provision of the Plan or part thereof, each
of which shall remain in full force and effect. If the making of any payment or the provision of any other benefit required under
the Plan shall be held unlawful or otherwise invalid or unenforceable by a court of competent jurisdiction, such unlawfulness,
invalidity or unenforceability shall not prevent any other payment or benefit from being made or provided under the Plan, and if
the making of any payment in full or the provision of any other benefit required under the Plan in full would be unlawful or otherwise
invalid or unenforceable, then such unlawfulness, invalidity or unenforceability shall not prevent such payment or benefit from
being made or provided in part, to the extent that it would not be unlawful, invalid or unenforceable, and the maximum payment
or benefit that would not be unlawful, invalid or unenforceable shall be made or provided under the Plan.


 


12.10. Construction. As used in the
Plan, the words “include” and “including” and variations thereof, shall not be deemed to
be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”


 


12.11. Unfunded Status of the Plan.
The Plan is intended to constitute an “unfunded” plan for incentive compensation. With respect to any payments not
yet made to a Participant by the Company, nothing contained herein shall give any such Participant any rights that are greater
than those of a general creditor of the Company. In its sole discretion, the Committee may authorize the creation of trusts or
other arrangements to meet the obligations created under the Plan to deliver the Shares or payments in lieu of or with respect
to Awards hereunder; provided, however, that the existence of such trusts or other arrangements is consistent with the unfunded
status of the Plan.


 


12.12. Governing Law. The Plan and
all determinations made and actions taken thereunder, to the extent not otherwise governed by the Code or the laws of the United
States, shall be governed by the laws of the State of Michigan, without reference to principles of conflict of laws, and construed
accordingly.


 


12.13. Effective
Date of Plan; Termination of Plan. The most recent amendment and restatement of the Plan shall be effective on the date
of the approval of the Plan by the holders of the shares entitled to vote at a duly constituted meeting of the shareholders
of the Company (the “Restatement Effective Date”). The initial effective date of the Plan was May 1, 2019
(the "Original Effective Date"). Awards may be granted under the Plan at any time and from time to time on or prior
to the tenth anniversary of the Restatement Effective Date, on which date the Plan will expire except as to Awards then
outstanding under the Plan, and no grants of Incentive Stock Options may be made hereunder after the tenth anniversary of the
date the Plan is most recently approved by the Board. Such outstanding Awards shall remain in effect until they have been
exercised or terminated, or have expired.


 






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12.14. Foreign Employees and Consultants.
Awards may be granted to Participants who are foreign nationals or employed or providing services outside the United States, or
both, on such terms and conditions different from those applicable to Awards to Employees or Consultants employed or providing
services in the United States as may, in the judgment of the Committee, be necessary or desirable in order to recognize differences
in local law or tax policy. The Committee also may impose conditions on the exercise or vesting of Awards in order to minimize
the Company’s obligation with respect to tax equalization for Employees or Consultants on assignments outside their home
country. 12.15. Compliance with Section 409A of the Code. This Plan is intended to comply and shall be administered
in a manner that is intended to comply with Section 409A of the Code and shall be construed and interpreted in accordance
with such intent. To the extent that an Award or the payment, settlement or deferral thereof is subject to Section 409A of
the Code, the Award shall be granted, paid, settled or deferred in a manner that will comply with Section 409A of the Code,
including regulations or other guidance issued with respect thereto, except as otherwise determined by the Committee. Any provision
of this Plan that would cause the grant of an Award or the payment, settlement or deferral thereof to fail to satisfy Section 409A
of the Code shall be amended to comply with Section 409A of the Code on a timely basis, which may be made on a retroactive
basis, in accordance with regulations and other guidance issued under Section 409A of the Code.


 


Should any payments made in accordance with
the Plan to a specified employee, as defined by Section 409A of the Code, be determined to be payments from a nonqualified
deferred compensation plan, as defined by Section 409A of the Code and are payable in connection with a Participant’s
Separation from Service, that are not exempt from Section 409A of the Code as a short-term deferral or otherwise, these
payments, to the extent otherwise payable within six (6) months after the Participant’s date of Separation from Service,
will be paid in a lump sum on the earlier of the date that is six (6) months after the Participant’s date of Separation
from Service or the date of the Participant’s death, to the extent necessary in order to avoid the imposition of taxes under
Section 409A of the Code. For purposes of the Plan, a “Separation from Service” means an anticipated permanent
reduction in a Participant’s level of bona fide services to twenty percent (20%) or less of the average level of bona fide
services performed by a Participant over the immediately preceding thirty-six (36) month period. For purposes of Section 409A
of the Code, the payments to be made to a Participant in accordance with this Plan shall be treated as a right to a series of separate
payments.


 


12.16. Captions. The captions in
the Plan are for convenience of reference only, and are not intended to narrow, limit or affect the substance or interpretation
of the provisions contained herein.


 


12.17. Clawback Policy. Awards under
the Plan shall be subject to the Company’s clawback policy, as in effect from time to time.


 






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