CPI AEROSTRUCTURES, INC. 10-K

 


 


EXHIBIT 10.2 


 


CPI AEROSTRUCTURES, INC.

 

2016 Long Term Incentive Plan


Adopted: June 28, 2016


Amended: October 6, 2020


Section 1. Purpose; Definitions.


1.1. Purpose.  The purpose of
the Plan is to enable the Company to offer to its employees, officers, directors and consultants whose past, present and/or potential
future contributions to the Company and its Subsidiaries have been, are or will be important to the success of the Company, an opportunity
to share monetarily in the success of, and/or acquire a proprietary interest in, the Company. The various types of long-term incentive
awards that may be provided under the Plan will enable the Company to respond to changes in compensation practices, tax laws, accounting
regulations and the size and diversity of its business.


1.2. Definitions.  For purposes
of the Plan, the following terms shall be defined as set forth below:


(a) “Agreement” means the agreement between
the Company and the Holder, or such other document as may be determined by the Committee, setting forth the terms and conditions of an
award under the Plan.


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


(c) “Code” means the Internal Revenue Code
of 1986, as amended from time to time.


(d) “Committee” means the committee of the
Board designated to administer the Plan as provided in Section 2.1. If no Committee is so designated, then all references in this Plan
to “Committee” shall mean the Board.


(e) “Common Stock” means the Common Stock
of the Company, par value $0.001 per share.


(f) “Company” means CPI Aerostructures,
Inc., a corporation organized under the laws of the State of New York.


(g) “Disability” means physical or mental
impairment as determined under procedures established by the Committee for purposes of the Plan.


(h) “Effective Date” means the date determined
pursuant to Section 12.1.


(i) “Excluded Items” has the meaning set
forth in Section 13.2.


(j) “Fair Market Value,” unless otherwise
required by any applicable provision of the Code or any regulations issued thereunder, means, as of any given date: (i) if the Common
Stock is listed on a national securities exchange or is traded over-the-counter and last sale information is available, the last sale
price of the Common Stock in the principal trading market for the Common Stock on such date, as reported by the exchange or by such source
that the Committee deems reliable, as the case may be; or (ii) if the fair market value of the Common Stock cannot be determined pursuant
to clause (i), such price as the Committee shall determine, in good faith.


(k) “Holder” means a person who has received
an award under the Plan.


(l) “Incentive Bonus” means a bonus opportunity
awarded under Section 9 pursuant to which a recipient may become entitled to receive an amount based on satisfaction of such Performance
Goals as are specified in the Agreement.


(m) “Incentive Stock Option” means any Stock
Option intended to be and designated as an “incentive stock option” within the meaning of Section 422 of the Code.


(n) “Non-qualified Stock Option” means any
Stock Option that is not an Incentive Stock Option.


(o) “Normal Retirement” means retirement
from active employment with the Company or any Subsidiary on or after such age which may be designated by the Committee as “retirement
age” for any particular Holder. If no age is designated, it shall be 65.


(p) “Other Stock-Based Award” means an award
under Section 8 that is valued in whole or in part by reference to, or is otherwise based upon, Common Stock.


(q) “Parent” means any present or future
“parent corporation” of the Company, as such term is defined in Section 424(e) of the Code.


(r) “Performance Goals” means the one or
more goals established by the Committee in accordance with Sections 13.2.


(s) “Plan” means the Company’s 2016
Long Term Incentive Plan, as hereinafter amended from time to time.


(t) “Repurchase Value” shall mean the Fair
Market Value if the award to be settled under Section 2.2(d) or repurchased under Section 5.2(l) is comprised of shares of Common Stock
and the difference between Fair Market Value and the exercise price (if lower than Fair Market Value) if the award is a Stock Option or
Stock Appreciation Right; in each case, multiplied by the number of shares subject to the award. “Repurchase Value” if the
award to be repurchased under Section 10.2 is comprised of shares of Common Stock shall mean the greater of the Fair Market Value or the
based upon the price per share of Common Stock received or to be received by other shareholders of the Company in the event. “Repurchase
Value” if the award to be repurchased under Section 10.2 is comprised of Stock Options or Stock Appreciation Rights shall mean the difference between
the greater of Fair Market Value or the price per share of Common Stock received or to be received by other shareholders of the Company
in the event and the exercise price (if lower) multiplied by the number of shares subject to the award.


 




     

    	 



    




(u) “Restricted Stock” means Common Stock
received under an award made pursuant to Section 7 that is subject to restrictions under Section 7.


(v) “Restricted Stock Unit” means an unfunded,
unsecured right to receive, on the applicable settlement date, one share or an amount in cash or other consideration determined by the
Committee to be of equal value as of such settlement date, subject to certain vesting conditions and other restrictions.


(w) “SAR Value” means the excess of the
Fair Market Value (on the exercise date) over (a) the exercise price that the participant would have otherwise had to pay to exercise
the related Stock Option or (b) if a Stock Appreciation Right is granted unrelated to a Stock Option, the Fair Market Value of a share
of Common Stock on the date of grant of the Stock Appreciation Right, in either case, multiplied by the number of shares for which the
Stock Appreciation Right is exercised.


(x) “Stock Appreciation Right” means the
right to receive from the Company, without a cash payment to the Company, a number of shares of Common Stock equal to the SAR Value divided
by the Fair Market Value (on the exercise date).


(y) “Stock Option” or “Option”
means any option to purchase shares of Common Stock which is granted pursuant to the Plan.


(z) “Subsidiary” means any present or future
“subsidiary corporation” of the Company, as such term is defined in Section 424(f) of the Code.


(aa) “Vest” means to become exercisable
or to otherwise obtain ownership rights in an award.


Section 2. Administration.


2.1. Committee Membership.  The
Plan shall be administered by the Board or a Committee. If administered by a Committee, such Committee shall be composed of at least two
directors, all of whom are “outside directors” within the meaning of the regulations issued under Section 162(m) of the Code
and “non-employee” directors within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended. Committee
members shall serve for such term as the Board may in each case determine and shall be subject to removal at any time by the Board.


2.2. Powers of Committee.  The
Committee shall have full authority to award, pursuant to the terms of the Plan: (i) Stock Options, (ii) Stock Appreciation Rights, (iii)
Restricted Stock, (iv) Restricted Stock Units, (v) Other Stock-Based Awards, and/or (vi) Incentive Bonuses. For purposes of illustration
and not of limitation, the Committee shall have the authority (subject to the express provisions of this Plan):


(a) to select the officers, employees, directors and
consultants of the Company or any Subsidiary to whom Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units,
Other Stock-Based Awards and/or Incentive Bonuses may from time to time be awarded hereunder;


(b) to determine the terms and conditions, not inconsistent
with the terms of the Plan, of any award granted hereunder (including, but not limited to, number of shares, share exercise price or types
of consideration paid upon exercise of such options, such as other securities of the Company or other property, any restrictions or limitations,
and any vesting, exchange, surrender, cancellation, acceleration, termination, exercise or forfeiture provisions, or any Performance Goals,
as the Committee shall determine);


(c) to determine the terms and conditions under which
awards granted hereunder are to operate on a tandem basis and/or in conjunction with or apart from other awards under this Plan and cash
and non-cash awards made by the Company or any Subsidiary outside of this Plan; and


(d) to make payments and distributions with respect
to awards (i.e., to “settle” awards) through cash payments in an amount equal to the Repurchase Value.


The Committee may not modify or amend any outstanding
Option or Stock Appreciation Right to reduce the exercise price of such Option or Stock Appreciation Right, as applicable, below the exercise
price as of the date of grant of such Option or Stock Appreciation Right. In addition, no payment of cash or other property having a value
greater than the Repurchase Value may be made, and no Option or Stock Appreciation Right with a lower exercise price may be granted, in
exchange for, or in connection with, the cancellation or surrender of an Option or Stock Appreciation Right.


Notwithstanding anything to the contrary, the Committee
shall not grant to any one Holder in any one calendar year Options and/or Stock Appreciation Rights with respect to more than 100,000
shares in the aggregate or any other awards for more than 50,000 shares in the aggregate or Incentive Bonuses for more than $500,000 in
the aggregate. In all cases, determinations of these limits should be made in a manner that is consistent with the exemption for performance-based
compensation that Section 162(m) of the Code provides.




     

    	 



    

2.3. Interpretation of Plan.  Subject
to Section 11, the Committee shall have the authority to adopt, alter and repeal such administrative rules, guidelines and practices governing
the Plan as it shall from time to time deem advisable, to interpret the terms and provisions of the Plan and any award issued under the
Plan (and to determine the form and substance of all agreements relating thereto), and to otherwise supervise the administration of the
Plan. Subject to Section 11, all decisions made by the Committee pursuant to the provisions of the Plan shall be made in the Committee’s
sole discretion and shall be final and binding upon all persons, including the Company, its Subsidiaries and Holders.


Section 3. Stock Subject to Plan.


3.1. Number of Shares.  The total
number of shares of Common Stock reserved and available for issuance under the Plan shall be up to 1,400,000 shares; provided
that, no more than 200,000 shares of Common Stock may be granted as Incentive Stock Options. Any shares of Common Stock granted in
connection with Stock Options and Stock Appreciation Rights shall be counted against this limit as one share for every one Stock Option
or Stock Appreciation Right awarded. Any shares of Common Stock granted in connection with awards other than Stock Options and Stock Appreciation
Rights shall be counted against this limit as one and one-half shares of Common Stock for every one share of Common Stock granted in connection
with such award. Additionally, a non-employee Director may not be granted awards covering more than 50,000 shares of Common Stock in any
year. Shares of Common Stock under the Plan (“Shares”) may consist, in whole or in part, of authorized and unissued shares
or treasury shares. If any shares of Common Stock that have been granted pursuant to a Stock Option cease to be subject to a Stock Option,
or if any shares of Common Stock that are subject to any Stock Appreciation Right, Restricted Stock award, Restricted Stock Units or Other
Stock-Based award granted hereunder are forfeited, or any such award otherwise terminates without a payment being made to the Holder in
the form of Common Stock, such shares shall again be available for distribution in connection with future grants and awards under the
Plan. Shares of Common Stock that are surrendered by a Holder or withheld by the Company as full or partial payment in connection with
any award under the Plan, as well as any shares of Common Stock surrendered by a Holder or withheld by the Company or one of its Subsidiaries
to satisfy the tax withholding obligations related to any award under the Plan, shall not be available for subsequent awards under the
Plan.


3.2. Adjustment Upon Changes in Capitalization,
Etc.  In the event of any common stock dividend payable on shares of Common Stock, Common Stock split or reverse split,
combination or exchange of shares of Common Stock, or other extraordinary or unusual event which results in a change in the shares of
Common Stock of the Company as a whole, the Committee shall determine, in its sole discretion, whether such change equitably requires
an adjustment in the terms of any award in order to prevent dilution or enlargement of the benefits available under the Plan (including
number of shares subject to the award and the exercise price) or the aggregate number of shares reserved for issuance under the Plan.
Any such adjustments will be made by the Committee, whose determination will be final, binding and conclusive.


3.3. Administrative Stand Still.  In
the event of any changes in capitalization described above in Section 3.2, or any other extraordinary transaction or change affecting
the shares or the share price of Common Stock, including any equity restructuring or any securities offering or other similar transaction,
for administrative convenience, the Committee may refuse to permit the exercise of any award for up to sixty days before and/or after
such transaction; provided, however, that the Committee may not refuse to permit the exercise of any award during the last five trading
days prior to the expiration of such award.


3.4. Substitute Awards.  In connection
with an entity’s merger or consolidation with the Company or any Subsidiary or the Company’s or any Subsidiary’s acquisition
of an entity’s property or stock, the Committee may grant awards in substitution for any options or other stock or stock-based awards
granted before such merger or consolidation by such entity or its affiliate. Substitute awards may be granted on such terms as the Committee
deems appropriate, notwithstanding limitations on awards in the Plan. Substitute awards will not count against the Plan limit, except
that shares acquired by exercise of substitute Incentive Stock Options will count against the maximum number of shares that may be issued
pursuant to the exercise of Incentive Stock Options under the Plan.


Section 4. Eligibility.


Awards may be made or granted to employees, officers,
directors and consultants who are deemed to have rendered or to be able to render significant services to the Company or its Subsidiaries
and who are deemed to have contributed or to have the potential to contribute to the success of the Company and which recipients are qualified
to receive options under the regulations governing Form S-8 registration statements under the Securities Act of 1933, as amended (“Securities
Act”). No Incentive Stock Option shall be granted to any person who is not an employee of the Company or an employee of a Subsidiary
at the time of grant or so qualified as set forth in the immediately preceding sentence. Notwithstanding the foregoing, an award may also
be made or granted to a person in connection with his hiring or retention, or at any time on or after the date he reaches an agreement
(oral or written) with the Company with respect to such hiring or retention, even though it may be
prior to the date the person first performs services for the Company or its Subsidiaries; provided, however, that no portion of any such
award shall vest prior to the date the person first performs such services and the date of grant shall be deemed to be the date hiring
or retention commences.


 




     

    	 



    




Section 5. Stock Options.


5.1. Grant and Exercise.  Stock
Options granted under the Plan may be of two types: (i) Incentive Stock Options and (ii) Non-qualified Stock Options. Any Stock Option
granted under the Plan shall contain such terms, not inconsistent with this Plan, or with respect to Incentive Stock Options, not inconsistent
with the Plan and the Code, as the Committee may from time to time approve. The Committee shall have the authority to grant Incentive
Stock Options or Non-qualified Stock Options, or both types of Stock Options which may be granted alone or in addition to other awards
granted under the Plan.


5.2. Terms and Conditions.  Stock
Options granted under the Plan shall be subject to the following terms and conditions:


(a) Option Term.  The term of
each Stock Option shall be fixed by the Committee; provided, however, that no Stock Option may be exercisable after the expiration of
ten years from the date of grant; provided, further, that no Incentive Stock Option granted to a person who, at the time of grant, owns
stock possessing more than 10% of the total combined voting power of all classes of voting stock of the Company (“10% Shareholder”)
may be exercisable after the expiration of five years from the date of grant.


(b) Exercise Price.  The exercise
price per share of Common Stock purchasable under a Stock Option shall be determined by the Committee at the time of grant; provided,
however, that the exercise price of a Stock Option may not be less than 100% of the Fair Market Value on the date of grant or, if greater,
the par value of a share of Common Stock; provided, further, that the exercise price of an Incentive Stock Option granted to a 10% Shareholder
may not be less than 110% of the Fair Market Value on the date of grant.


(c) Exercisability.  Stock Options
shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee. The Committee
intends generally to provide that Stock Options be exercisable only in installments, i.e., that they vest over time, typically over a
three to five year period. The Committee may waive such installment exercise provisions at any time at or after the time of grant in whole
or in part, based upon such factors as the Committee determines.


(d) Method of Exercise.  Subject
to whatever installment, exercise and waiting period provisions are applicable in a particular case, Stock Options may be exercised in
whole or in part at any time during the term of the Option by giving written notice of exercise to the Company specifying the number of
shares of Common Stock to be purchased. Such notice shall be accompanied by payment in full of the purchase price, which shall be in cash
or, if provided in the Agreement, either in shares of Common Stock (including Restricted Stock and other contingent awards under this
Plan) or partly in cash and partly in such Common Stock, or such other means which the Committee determines are consistent with the Plan’s
purpose and applicable law. Cash payments shall be made by wire transfer, certified or bank check or personal check, in each case payable
to the order of the Company; provided, however, that the Company shall not be required to deliver certificates for shares of Common Stock
with respect to which an Option is exercised until the Company has confirmed the receipt of good and available funds in payment of the
purchase price thereof (except that, in the case of an exercise arrangement approved by the Committee and described in the last sentence
of this paragraph, payment may be made as soon as practicable after the exercise). The Committee may permit a Holder to elect to pay the
exercise price upon the exercise of a Stock Option by irrevocably authorizing a third party to sell shares of Common Stock (or a sufficient
portion of the shares) acquired upon exercise of the Stock Option and remit to the Company a sufficient portion of the sale proceeds to
pay the entire exercise price and any tax withholding resulting from such exercise.


(e) Stock Payments.  Payments
in the form of Common Stock shall be valued at the Fair Market Value on the date of exercise. Such payments shall be made by delivery
of stock certificates in negotiable form that are effective to transfer good and valid title thereto to the Company, free of any liens
or encumbrances.


(f) Transferability.  Except as
may be set forth in the next sentence of this Section or in the Agreement, no Stock Option shall be transferable by the Holder other than
by will or by the laws of descent and distribution, and all Stock Options shall be exercisable, during the Holder’s lifetime, only
by the Holder (or, to the extent of legal incapacity or incompetency, the Holder’s guardian or legal representative). Notwithstanding
the foregoing, a Holder, with the approval of the Committee, may transfer a Non-Qualified Stock Option (i) (A) by gift, for no consideration,
or (B) pursuant to a domestic relations order, in either case, to or for the benefit of the Holder’s “Immediate Family”
(as defined below), or (ii) to an entity in which the Holder and/or members of Holder’s Immediate Family own more than fifty percent
of the voting interest, subject to such limits as the Committee may establish and the execution of such documents as the Committee may
require, and the transferee shall remain subject to all the terms and conditions applicable to the Non-Qualified Stock Option prior to such transfer.
The term “Immediate Family” shall mean any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse,
sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive
relationships, any person sharing the Holder’s household (other than a tenant or employee), a trust in which these persons have
more than fifty percent beneficial interest, and a foundation in which these persons (or the Holder) control the management of the assets.
The Committee may, in its sole discretion, permit transfer of an Incentive Stock Option in a manner consistent with the Code and applicable
securities law upon the Holder’s request.


 




     

    	 



    




(g) Termination by Reason of Death.  If
a Holder’s employment by, or association with, the Company or a Subsidiary terminates by reason of death, any Stock Option held
by such Holder, unless otherwise determined by the Committee and set forth in the Agreement, shall thereupon automatically terminate,
except that the portion of such Stock Option that has vested on the date of death may thereafter be exercised by the legal representative
of the estate or by the legatee of the Holder under the will of the Holder, for a period of one year (or such other greater or lesser
period as the Committee may specify in the Agreement) from the date of such death or until the expiration of the stated term of such Stock
Option, whichever period is shorter.


(h) Termination by Reason of Disability.  If
a Holder’s employment by, or association with, the Company or any Subsidiary terminates by reason of Disability, any Stock Option
held by such Holder, unless otherwise determined by the Committee and set forth in the Agreement, shall thereupon automatically terminate,
except that the portion of such Stock Option that has vested on the date of termination may thereafter be exercised by the Holder for
a period of one year (or such other greater or lesser period as the Committee may specify in the Agreement) from the date of such termination
or until the expiration of the stated term of such Stock Option, whichever period is shorter.


(i) Termination by Reason of Normal Retirement.  Subject
to the provisions of Section 13.4, if such Holder’s employment by, or association with, the Company or any Subsidiary terminates
due to Normal Retirement, any Stock Option held by such Holder, unless otherwise determined by the Committee and set forth in the Agreement,
shall thereupon automatically terminate, except that the portion of such Stock Option that has vested on the date of termination may thereafter
be exercised by the Holder for a period of one year in the case of a Non-Qualified Stock Option or three months in the case of an Incentive
Stock Option (or such other greater or lesser period as the Committee may specify in the Agreement) from the date of such termination
or until the expiration of the stated term of such Stock Option, whichever period is shorter.


(j) Other Termination.  Subject
to the provisions of Section 13.4, if such Holder’s employment by, or association with, the Company or any Subsidiary terminates
for any reason other than death, Disability or Normal Retirement, any Stock Option held by such Holder, unless otherwise determined by
the Committee and set forth in the Agreement, shall thereupon automatically terminate, except that, if the Holder’s employment is
terminated by the Company or a Subsidiary without cause, the portion of such Stock Option that has vested on the date of termination may
thereafter be exercised by the Holder for a period of three months (or such other greater or lesser period as the Committee may specify
in the Agreement) from the date of such termination or until the expiration of the stated term of such Stock Option, whichever period
is shorter.


(k) Incentive Stock Options.  The
aggregate Fair Market Value (on the date of grant of the Stock Option) with respect to which Incentive Stock Options become exercisable
for the first time by a Holder during any calendar year (under all such plans of the Company and its Parent and Subsidiaries) shall not
exceed $100,000. To the extent that any Stock Option intended to qualify as an Incentive Stock Option does not so qualify, including by
reason of the immediately preceding sentence, it shall constitute a separate Non-qualified Stock Option. The Company shall have no liability
to any Holder or any other person if a Stock Option designated as an Incentive Stock Option fails to qualify as such at any time or if
a Stock Option is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the
Code and the terms of such Stock Option do not satisfy the requirements of Section 409A of the Code.


(l) Buyout and Settlement Provisions.  The
Committee may at any time, in its sole discretion, offer to repurchase a Stock Option previously granted, at a purchase price not to exceed
the Repurchase Value, based upon such terms and conditions as the Committee shall establish and communicate to the Holder at the time
that such offer is made.


(m) Rights as Shareholder.  A
Holder shall have none of the rights of a shareholder of the Company with respect to the shares subject to the Option until such shares
shall be transferred to the Holder upon the exercise of the Option.


Section 6. Stock Appreciation Rights.


6.1. Grant and Exercise.  Subject
to the terms and conditions of the Plan, the Committee may grant Stock Appreciation Rights in tandem with an Option or alone and unrelated
to an Option. The Committee may grant Stock Appreciation Rights to participants who have been or are being granted Stock Options under
the Plan as a means of allowing such participants to exercise their Stock Options without the
need to pay the exercise price in cash. In the case of a Non-qualified Stock Option, a Stock Appreciation Right may be granted either
at or after the time of the grant of such Non-qualified Stock Option. In the case of an Incentive Stock Option, a Stock Appreciation Right
may be granted only at the time of the grant of such Incentive Stock Option.


 




     

    	 



    




6.2. Terms and Conditions.  Stock
Appreciation Rights shall be subject to the following terms and conditions:


(a) Exercisability.  Stock Appreciation
Rights shall be exercisable as shall be determined by the Committee and set forth in the Agreement, subject, for Stock Appreciation Rights
granted in tandem with an Incentive Stock Option, to the limitations, if any, imposed by the Code with respect to related Incentive Stock
Options.


(b) Termination.  All or a portion
of a Stock Appreciation Right granted in tandem with a Stock Option shall terminate and shall no longer be exercisable upon the termination
or after the exercise of the applicable portion of the related Stock Option.


(c) Method of Exercise.  Stock
Appreciation Rights shall be exercisable upon such terms and conditions as shall be determined by the Committee and set forth in the Agreement
and, for Stock Appreciation Rights granted in tandem with a Stock Option, by surrendering the applicable portion of the related Stock
Option. Upon exercise of all or a portion of a Stock Appreciation Right and, if applicable, surrender of the applicable portion of the
related Stock Option, the Holder shall be entitled to receive a number of shares of Common Stock equal to the SAR Value divided by the
Fair Market Value on the date the Stock Appreciation Right is exercised.


(d) Shares Available Under Plan.  The
granting of a Stock Appreciation Right in tandem with a Stock Option shall not affect the number of shares of Common Stock available for
awards under the Plan. The number of shares available for awards under the Plan will, however, be reduced by the number of shares of Common
Stock acquirable upon exercise of the Stock Option to which such Stock Appreciation Right relates.


Section 7. Restricted Stock; Restricted Stock Units.


7.1. Grant.  Shares of Restricted
Stock may be awarded either alone or in addition to other awards granted under the Plan. The Committee shall determine the eligible persons
to whom, and the time or times at which, grants of Restricted Stock will be awarded, the number of shares to be awarded, the price (if
any) to be paid by the Holder, the time or times within which such awards may be subject to forfeiture, including upon termination of
employment or failure of performance conditions (“Restriction Period”), the vesting schedule and rights to acceleration thereof,
the Performance Goal(s), if any, and level of achievement versus the Performance Goal(s) that shall determine the number of shares of
Restricted Stock granted, issued and/or vested, the term of the performance period, if any, as to which performance will be measured for
determining the number of such shares of Restricted Stock and all other terms and conditions of the awards. In addition, the Committee
may award Restricted Stock Units, which may be subject to vesting and forfeiture conditions during the applicable restriction period or
periods, as set forth in an Agreement.


7.2. Restricted Stock Terms and Conditions.  Each
Restricted Stock award shall be subject to the following terms and conditions:


(a) Certificates.  Restricted
Stock, when issued, will be represented by a stock certificate or certificates registered in the name of the Holder to whom such Restricted
Stock shall have been awarded. During the Restriction Period, certificates representing the Restricted Stock and any securities constituting
Retained Distributions (as defined below) shall bear a legend to the effect that ownership of the Restricted Stock (and such Retained
Distributions) and the enjoyment of all rights appurtenant thereto are subject to the restrictions, terms and conditions provided in the
Plan and the Agreement. Such certificates shall be deposited by the Holder with the Company, together with stock powers or other instruments
of assignment, each endorsed in blank, which will permit transfer to the Company of all or any portion of the Restricted Stock and any
securities constituting Retained Distributions that shall be forfeited or that shall not become vested in accordance with the Plan and
the Agreement.


(b) Rights of Holder.  Restricted
Stock shall constitute issued and outstanding shares of Common Stock for all corporate purposes. The Holder will have the right to vote
such Restricted Stock and to exercise all other rights, powers and privileges of a holder of Common Stock with respect to such Restricted
Stock, with the exceptions that (i) the Holder will not be entitled to delivery of the stock certificate or certificates representing
such Restricted Stock until the Restriction Period shall have expired and unless all other vesting requirements with respect thereto shall
have been fulfilled; (ii) the Company will retain custody of the stock certificate or certificates representing the Restricted Stock during
the Restriction Period; (iii) the Company will retain custody of all dividends and distributions (“Retained Distributions”)
made, paid or declared with respect to the Restricted Stock (and such Retained Distributions will be subject to the same restrictions,
terms and conditions as are applicable to the Restricted Stock) until such time, if ever, as the Restricted Stock with respect to which
such Retained Distributions shall have been made, paid or declared shall have become vested and with respect to which the Restriction
Period shall have expired; and (iv) a breach of any of the restrictions, terms or conditions contained in this Plan or the Agreement or otherwise established by the Committee with respect to any
Restricted Stock or Retained Distributions will cause a forfeiture of such Restricted Stock and any Retained Distributions with respect
thereto.


 




     

    	 



    




(c) Vesting; Forfeiture.  Upon
the expiration of the Restriction Period with respect to each award of Restricted Stock and the satisfaction of any other applicable restrictions,
terms and conditions, which may include Performance Goals, (i) all or part of such Restricted Stock shall become vested in accordance
with the terms of the Agreement, and (ii) any Retained Distributions with respect to such Restricted Stock shall become vested to the
extent that the Restricted Stock related thereto shall have become vested. Any such Restricted Stock and Retained Distributions that do
not vest shall be forfeited to the Company and the Holder shall not thereafter have any rights with respect to such Restricted Stock and
Retained Distributions that shall have been so forfeited.


(d) Discretionary Adjustments and Limits.  Notwithstanding
the satisfaction of any Performance Goals, the number of shares of Restricted Stock granted, issued and/or vested under an award of Restricted
Stock on account of either financial performance or personal performance evaluations may, to the extent specified in the Agreement, be
reduced, but not increased, by the Committee on the basis of such further considerations as the Committee shall determine.


7.3. Restricted Stock Units Terms and Conditions.  Each
Restricted Stock Units award shall be subject to the following terms and conditions:


(a) Settlement.  The Committee
may provide that settlement of Restricted Stock Units will occur upon or as soon as reasonably practicable after the Restricted Stock
Units vest or will instead be deferred, on a mandatory basis or at the Holder’s election, in a manner intended to comply with Section
409A.


(b) Shareholder Rights.  A Holder
will have no rights of a holder of Common Stock with respect to shares subject to any Restricted Stock Unit unless and until the shares
are delivered in settlement of the Restricted Stock Unit.


(c) Dividend Equivalents.  If
the Committee provides, a grant of Restricted Stock Units may provide a Holder with the right to receive dividend equivalents. Dividend
equivalents may be paid currently or credited to an account for the Holder, settled in cash or shares and subject to the same restrictions
on transferability and forfeitability as the Restricted Stock Units with respect to which the dividend equivalents are granted and subject
to other terms and conditions as set forth in the Agreement.


Section 8. Other Stock-Based Awards.


Other Stock-Based Awards may be awarded, subject to
limitations under applicable law, that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on
or related to, shares of Common Stock, as deemed by the Committee to be consistent with the purposes of the Plan, including, without limitation,
purchase rights, shares of Common Stock awarded which are not subject to any restrictions or conditions, rights convertible into shares
of Common Stock and awards valued by reference to the value of securities of or the performance of specified Subsidiaries. These other
stock-based awards may include performance shares or options, whose award is tied to specific Performance Goals. Other Stock-Based Awards
may be awarded either alone or in addition to or in tandem with any other awards under this Plan or any other plan of the Company. Each
other Stock-Based Award shall be subject to such terms and conditions as may be determined by the Committee.


Section 9. Incentive Bonuses


9.1. General.  Each Incentive
Bonus award will confer upon the Holder the opportunity to earn a future payment tied to the level of achievement with respect to one
or more Performance Goals established for a performance period established by the Committee.


9.2. Incentive Bonus Document.  The
terms of any Incentive Bonus will be set forth in an Agreement. Each Agreement evidencing an Incentive Bonus shall contain provisions
regarding (i) the target and maximum amount payable to the Holder as an Incentive Bonus, (ii) the Performance Goals and level of achievement
versus the Performance Goals that shall determine the amount of such payment, (iii) the term of the performance period as to which performance
shall be measured for determining the amount of any payment, (iv) the timing of any payment earned by virtue of performance, (v) restrictions
on the alienation or transfer of the Incentive Bonus prior to actual payment, (vi) forfeiture provisions and (vii) such further terms
and conditions, in each case not inconsistent with this Plan as may be determined from time to time by the Committee.


9.3. Performance Goals.  The Committee
shall establish the Performance Goals and level of achievement versus the Performance Goals that shall determine the target and maximum
amount payable under an Incentive Bonus.


9.4. Timing and Form of Payment.  The
Committee shall determine the timing of payment of any Incentive Bonus. Payment of the amount due under an Incentive Bonus shall be made
in cash. The Committee may provide for or, subject to such terms and conditions as the Committee may specify, may permit a Holder to elect
for the payment of, any Incentive Bonus to be deferred to a specified date or event.




     

    	 



    

9.5. Discretionary Adjustments.  Notwithstanding
satisfaction of any Performance Goals, the amount paid under an Incentive Bonus on account of either financial performance or personal
performance evaluations may, to the extent specified in the Agreement, be reduced, but not increased, by the Committee on the basis of
such further considerations as the Committee shall determine.


9.6. Termination.  If a Holder’s
employment by, or association with, the Company or any Subsidiary terminates for any reason (including by reason of death or Disability),
the Holder shall receive payment in respect of any Incentive Bonuses only to the extent specified by the Committee, unless otherwise expressly
provided in the Agreement or another contract, including an employment agreement. Payments in respect of any such Incentive Bonuses shall
be made at the time specified by the Committee and set forth in the Agreement.


Section 10. Accelerated Vesting and Exercisability.


10.1. Non-Approved Transactions.  If
any one person, or more than one person acting as a group, acquires the ownership of stock of the Company that, together with the stock
held by such person or group, constitutes more than 50% of the total fair market value or combined voting power of the stock of the Company,
and the Board does not authorize or otherwise approve such acquisition, then the vesting periods of any and all Stock Options and other
awards granted and outstanding under the Plan shall be accelerated and all such Stock Options and awards will immediately and entirely
vest, and the respective holders thereof will have the immediate right to purchase and/or receive any and all Common Stock subject to
such Stock Options and awards on the terms set forth in this Plan and the respective Agreements respecting such Stock Options and awards,
and all Performance Goals will be deemed achieved at 100% of target levels and all other terms and conditions will be deemed met. An increase
in the percentage of stock owned by any one person, or persons acting as a group, as a result of a transaction in which the Company acquires
its stock in exchange for property is not treated as an acquisition of stock for purposes of this Section 10.1.


10.2. Approved Transactions.  The
Committee may, in the event of an acquisition by any one person, or more than one person acting as a group, together with acquisitions
during the 12-month period ending on the date of the most recent acquisition by such person or persons, of assets from the Company that
have a total gross fair market value equal to or more than 50% of the total gross fair market value of all of the assets of the Company
immediately before such acquisition or acquisitions, or if any one person, or more than one person acting as a group, acquires the ownership
of stock of the Company that, together with the stock held by such person or group, constitutes more than 50% of the total fair market
value or combined voting power of the stock of the Company, which has been approved by the Company’s Board of Directors, (i) accelerate
the vesting of any and all Stock Options and other awards granted and outstanding under the Plan; (ii) require a Holder of any Stock Option,
Stock Appreciation Right, Restricted Stock award or Other Stock-Based Award granted under this Plan to relinquish such award to the Company
upon the tender by the Company to Holder of cash, stock or other property, or any combination thereof, in an amount equal to the Repurchase
Value of such award; provided, however, that the obligation to tender the Repurchase Value to such Holders may be subject to any terms
and conditions to which the tender of consideration to the Company’s shareholders in connection with the acquisition is subject,
including any terms and conditions of the acquisition providing for an adjustment to or escrow of such consideration; and provided, further,
that in the case of any Stock Option or Stock Appreciation Right with an exercise price that equals or exceeds the price paid for a share
of Common Stock in connection with the acquisition, the Committee may cancel the Stock Option or Stock Appreciation Right without the
payment of consideration therefor; and/or (iii) terminate all incomplete performance periods in respect of awards in effect on the date
the acquisition occurs, determine the extent to which Performance Goals have been met based upon such information then available as it
deems relevant and cause to be paid to the Holder the all or the applicable portion of the award based upon the Committee’s determination
of the degree of attainment of Performance Goals, or on such other basis determined by the Committee. For this purpose, gross fair market
value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities
associated with such assets.


10.3. Code Section 409A.  Notwithstanding
any provisions of this Plan or any award granted hereunder to the contrary, no acceleration shall occur with respect to any award to the
extent such acceleration would cause the Plan or an award granted hereunder to fail to comply with Code Section 409A.


Section 11. Amendment and Termination.


The Board may at any time, and from time to time, amend
alter, suspend or discontinue any of the provisions of the Plan or any Agreement, but no amendment, alteration, suspension or discontinuance
shall be made that would impair the rights of a Holder under any Agreement theretofore entered into hereunder, without the Holder’s
consent, except as set forth in this Plan or the Agreement. Notwithstanding anything to the contrary herein, no amendment to the provisions
of the Plan shall be effective unless approved by the shareholders of the Company to the extent shareholder approval is necessary to satisfy any provision of the Code
or other applicable law or the listing requirements of any national securities exchange on which the Company’s securities are listed.


 




     

    	 



    




Section 12. Term of Plan.


12.1. Effective Date.  The Effective
Date of the Plan shall be May 9, 2016, subject to the approval of the Plan by the Company’s shareholders within one year after the
Effective Date. Only Stock Options may be granted under the Plan prior to such approval of the Plan by the Company’s shareholders.
Any Stock Options granted under the Plan prior to such approval shall be effective when made (unless otherwise specified by the Committee
at the time of grant), but shall be conditioned upon, and subject to, such approval of the Plan by the Company’s shareholders and
no Stock Options shall vest or otherwise become free of restrictions prior to such approval.


12.2. Termination Date.  Unless
terminated by the Board, this Plan shall continue to remain effective until such time as no further awards may be granted and all awards
granted under the Plan are no longer outstanding. Notwithstanding the foregoing, grants of Incentive Stock Options may be made only during
the ten-year period beginning on the Effective Date.


Section 13. General Provisions.


13.1. Written Agreements.  Each
award granted under the Plan shall be confirmed by, and shall be subject to the terms of, the Agreement executed by the Company and the
Holder, or such other document as may be determined by the Committee. The Committee may terminate any award made under the Plan if the
Agreement relating thereto is not executed and returned to the Company within 10 days after the Agreement has been delivered to the Holder
for his or her execution.


13.2. Establishing Performance Goals.  Performance
Goals shall be established by the Committee based upon performance criteria that relate to one or more of the following with respect to
the Company or any one or more of its Subsidiaries or its or their respective business units, in all cases before Excluded Items, except
as otherwise determined by the Committee upon the grant of an award: sales or other revenues; cost of goods sold; gross profit; expenses
or expense or cost reductions; income or earnings, including net income or income from operations; earnings before one or more items such
as interest, taxes, depreciation and amortization; margins; working capital or any of its components, including accounts receivable, inventories
or accounts payable; assets or productivity of assets; return on shareholders’ equity, capital, assets or other financial measure
that appears on the Company’s financial statements or is derived from one or more amounts that appear on the Company’s financial
statements; stock price; dividend payments; economic value added, or other measure of profitability that considers the cost of capital
employed; cash flow; debt or ratio of debt to equity or other financial measure that appears on the Company’s financial statements
or is derived from one or more amounts that appear on the Company’s financial statements; net increase (decrease) in cash and cash
equivalents; customer satisfaction; market share; product quality; new product introductions or launches; sustainability, including energy
or materials utilization; business efficiency measures; safety; or any combination of the foregoing. Performance Goals also may include
earnings per share on a consolidated basis and total shareholder return. Unless otherwise determined by the Committee at the time of grant,
as to each Performance Goal, the relevant measurement of performance shall be computed in accordance with U.S. generally accepted accounting
principles to the extent applicable, but will exclude the effects of the following: (i) charges for reorganizing and restructuring; (ii)
discontinued operations; (iii) asset write-downs; (iv) gains or losses on the disposition of a business or business segment or arising
from the sale of assets outside the ordinary course of business; (v) changes in tax or accounting principles, regulations or laws; (vi)
extraordinary, unusual, transition, one-time and/or non-recurring expenses, revenues or other items of gain or loss; (vii) changes in
interest expenses as a result of modified debt structures; and (viii) mergers and acquisitions, that, in case of each of the foregoing,
the Company identifies in its publicly filed periodic or current reports, its audited financial statements, including notes to the financial
statements, or the Management’s Discussion and Analysis section of the Company’s annual report, to the extent applicable (collectively,
the “Excluded Items”). With respect to any award intended to qualify as performance-based compensation under Section 162(m)
of the Code, such exclusions shall be made only to the extent consistent with Section 162(m) of the Code. To the extent consistent with
Section 162(m) of the Code, the Committee may also provide for other adjustments to Performance Goals in the Agreement evidencing any
award. In addition, the Committee may appropriately adjust any evaluation of performance under a Performance Goal to exclude any of the
following events that occurs during a performance period: (i) litigation, claims, judgments or settlements; (ii) the effects of changes
in other laws or regulations affecting reported results; and (iii) accruals of any amounts for payment under this Plan or any other compensation
arrangements maintained by the Company; provided that, with respect to any award intended to qualify as performance-based compensation
under Section 162(m) of the Code, such adjustment may be made only to the extent consistent with Code Section 162(m) of the Code. Where
applicable, the Performance Goals may be expressed, without limitation, in terms of attaining a specified level of the particular criterion
or the attainment of an increase or decrease (expressed as absolute numbers, averages and/or percentages) in the particular criterion or achievement
in relation to a peer group or other index. The Performance Goals may include a threshold level of performance below which no payment
will be made (or no vesting will occur), levels of performance at which specified payments will be paid (or specified vesting will occur),
and a maximum level of performance above which no additional payment will be made (or at which full vesting will occur).




     

    	 



    




13.3. Performance Awards.  The
Committee, in its sole discretion, may determine at the time an award is granted or at any time thereafter whether such award is intended
to qualify as “performance based compensation” within the meaning of Section 162(m) of the Code. For the avoidance of doubt,
nothing herein shall require the Committee to structure any awards in a manner intended to constitute performance based compensation and
the Committee shall be free, in its sole discretion, to grant awards that are not intended to be performance based compensation. Notwithstanding
any other provision of the Plan and except as otherwise determined by the Committee, any award which is granted under the Plan and is
intended to qualify as performance based compensation” shall be subject to any additional limitations set forth in Section 162(m)
of the Code or any regulations or rulings issued thereunder that are requirements for qualification as performance based compensation,
and the Plan and the applicable Agreement shall be deemed amended to the extent necessary to conform to such requirements. In addition,
Restricted Stock awards, Other Stock-Based Awards and Incentive Bonus awards that are intended to qualify as performance based compensation
under Section 162(m) of the Code shall be subject to the following provisions, which shall control over any conflicting provision in the
Plan or any Agreement:


(a) To the extent necessary to comply with the requirements
of Section 162(m)(4)(C) of the Code, no later than 90 days following the commencement of any performance period or any designated fiscal
period or period of service (or such earlier time as may be required under Section 162(m) of the Code), the Committee shall, in writing,
(a) designate the recipient to receive such award, (b) select the performance criteria applicable to the performance period, (c) establish
the Performance Goals, and amounts of such awards, as applicable, which may be earned for such performance period based on the performance
criteria, and (d) specify the relationship between performance criteria and the Performance Goals and the amounts of such awards, as applicable,
to be earned by each covered employee for such performance period.


(b) Following the completion of each performance period,
the Committee shall certify in writing whether and the extent to which the applicable Performance Goals have been achieved for such performance
period. In determining the amount earned under such awards, the Committee shall have the right to reduce or eliminate (but not to increase)
the amount payable at a given level of performance to take into account additional factors that the Committee may deem relevant, including
the assessment of individual or corporate performance for the performance period.


(c) No adjustment or action described in any provision
of the Plan shall be authorized to the extent that such adjustment or action would cause such award to fail to so qualify as performance
based compensation, unless the Committee determines that the award should not so qualify.


13.4. Unfunded Status of Plan.  The
Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation. With respect to any payments not
yet made to a Holder by the Company, nothing contained herein shall give any such Holder any rights that are greater than those of a general
creditor of the Company.


13.5. Employees.


(a) Engaging in Competition With the Company;
Solicitation of Customers and Employees; Disclosure of Confidential Information.  If a Holder’s employment with the
Company or a Subsidiary is terminated for any reason whatsoever, and within 12 months after the date thereof such Holder either (i) accepts
employment with any competitor of, or otherwise engages in competition with, the Company or any of its Subsidiaries, (ii) solicits any
customers or employees of the Company or any of its Subsidiaries to do business with or render services to the Holder or any business
with which the Holder becomes affiliated or to which the Holder renders services or (iii) uses or discloses to anyone outside the Company
any confidential information or material of the Company or any of its Subsidiaries in violation of the Company’s policies or any
agreement between the Holder and the Company or any of its Subsidiaries, the Committee, in its sole discretion, may require such Holder
to return to the Company the economic value of any award that was realized or obtained by such Holder at any time during the period beginning
on the date that is six months prior to the date such Holder’s employment with the Company is terminated; provided, however, that
if the Holder is a resident of the State of California, such right must be exercised by the Company for cash within six months after the
date of termination of the Holder’s service to the Company or within six months after exercise of the applicable Stock Option, whichever
is later. In such event, Holder agrees to remit to the Company, in cash, an amount equal to the difference between the Fair Market Value
of the Shares on the date of termination (or the sales price of such Shares if the Shares were sold during such six month period) and
the price the Holder paid the Company for such Shares.


 




     

    	 



    

(b) Termination for Cause.  If
a Holder’s employment with the Company or a Subsidiary is terminated for cause, the Committee may, in its sole discretion, require
such Holder to return to the Company the economic value of any award that was realized or obtained by such Holder at any time during the
period beginning on that date that is six months prior to the date such Holder’s employment with the Company is terminated. In such
event, Holder agrees to remit to the Company, in cash, an amount equal to the difference between the Fair Market Value of the Shares on
the date of termination (or the sales price of such Shares if the Shares were sold during such six month period) and the price the Holder
paid the Company for such Shares.


(c) No Right of Employment.  Nothing
contained in the Plan or in any award hereunder shall be deemed to confer upon any Holder who is an employee of the Company or any Subsidiary
any right to continued employment with the Company or any Subsidiary, nor shall it interfere in any way with the right of the Company
or any Subsidiary to terminate the employment of any Holder who is an employee at any time.


13.6. No Fractional Shares.  No
fractional shares of Common Stock shall be issued or delivered pursuant to the Plan. The Committee shall determine whether cash, additional
awards or other securities or property shall be issued or paid in lieu of fractional shares of Common Stock or whether any fractional
shares should be rounded, forfeited or otherwise eliminated.


13.7. Provisions for Foreign Participants.  The
Committee may modify awards granted to Holders who are foreign nationals or employed outside the United States or establish subplans or
procedures under the Plan to address differences in laws, rules, regulations or customs of such foreign jurisdictions with respect to
tax, securities, currency, employee benefit or other matters.


13.8. Limitations on Liability.


(a) Notwithstanding any other provisions of the Plan,
no individual acting as a director, officer, other employee or agent of the Company or any Subsidiary will be liable to any Holder, former
Holder, spouse, beneficiary, or any other person for any claim, loss, liability, or expense incurred in connection with the Plan or any
award, and such individual will not be personally liable with respect to the Plan because of any contract or other instrument executed
in his or her capacity as member of the Committee, director, officer, other employee or agent of the Company or any Subsidiary. The Company
will indemnify and hold harmless each director, officer, other employee and agent of the Company or any Subsidiary that has been or will
be granted or delegated any duty or power relating to the Plan’s administration or interpretation, against any cost or expense (including
attorneys’ fees) or liability (including any sum paid in settlement of a claim with the Committee’s approval) arising from
any act or omission concerning this Plan unless arising from such person’s own fraud or bad faith.


(b) Neither the Company nor any Subsidiary shall be
liable to a Holder or any other person as to: (i) the non-issuance or sale of shares as to which the Company has been unable to obtain
from any regulatory body having jurisdiction the authority deemed by the Company’s counsel to be necessary to the lawful issuance
and sale of any shares hereunder; and (ii) any tax consequence expected, but not realized, by any Holder or other person due to the receipt,
exercise or settlement of any award granted hereunder.


13.9. Lock-Up Period.  The Company
may, at the request of any underwriter representative, placement agent or otherwise, in connection with an offering of any Company securities
under the Securities Act or pursuant to an exemption therefrom, prohibit any Holder from, directly or indirectly, selling or otherwise
transferring any shares of Common Stock or other Company securities during a period of up to one hundred eighty days following either
the effective date of a Company registration statement filed under the Securities Act, in the case of a registered offering, or the closing
date of the sale of the Company securities, in the case of an offering exempt from registration, or for such longer period as determined
by the underwriter, representative or placement agent.


13.10. Data Privacy.  As a condition
for receiving any award, each Holder explicitly and unambiguously consents to the collection, use and transfer, in electronic or other
form, of personal data as described in this Section 13.10 by and among the Company and its Subsidiaries and affiliates exclusively for
implementing, administering and managing the Holder’s participation in the Plan. The Company and its Subsidiaries and affiliates
may hold certain personal information about a Holder, including the Holder’s name, address and telephone number; birthdate; social
security, insurance number or other identification number; salary; nationality; job title(s); any shares held in the Company or its Subsidiaries
and affiliates; and award details, to implement, manage and administer the Plan and awards (the “Data”). The Company and its
Subsidiaries and affiliates may transfer the Data amongst themselves as necessary to implement, administer and manage a Holder’s
participation in the Plan, and the Company and its Subsidiaries and affiliates may transfer the Data to third parties assisting the Company
with Plan implementation, administration and management. These recipients may be located in the Holder’s country, or elsewhere,
and the Holder’s country may have different data privacy laws and protections than the recipients’ country. By accepting an
award, each Holder authorizes such recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, to
implement, administer and manage the Holder’s participation in the Plan, including any required Data transfer to a broker or other third party with whom the Company or the
Holder may elect to deposit any shares. The Data related to a Holder will be held only as long as necessary to implement, administer,
and manage the Holder’s participation in the Plan. A Holder may, at any time, view the Data that the Company holds regarding such
Holder, request additional information about the storage and processing of the Data regarding such Holder, recommend any necessary corrections
to the Data regarding the Holder or refuse or withdraw the consents in this Section 13.10 in writing, without cost, by contacting the
local human resources representative. The Company may cancel Holder’s ability to participate in the Plan and, in the Committee’s
discretion, the Holder may forfeit any outstanding awards if the Holder refuses or withdraws the consents in this Section 13.10. For more
information on the consequences of refusing or withdrawing consent, Holders may contact their local human resources representative.


 




     

    	 



    




13.11. Successor.  The obligations
of the Company under the Plan shall be binding upon any successor corporation or organization resulting from the merger, consolidation
or other reorganization of the Company, or upon any successor corporation or organization succeeding to all or substantially all of the
assets and business of the Company and its affiliates, taken as a whole.


13.12. Investment Representations; Company Policy.  The
Committee may require each person acquiring shares of Common Stock pursuant to a Stock Option or other award under the Plan to represent
to and agree with the Company in writing that the Holder is acquiring the shares for investment without a view to distribution thereof.
Each person acquiring shares of Common Stock pursuant to a Stock Option or other award under the Plan shall be required to abide by all
policies of the Company in effect at the time of such acquisition and thereafter with respect to the ownership and trading of the Company’s
securities.


13.13. Additional Incentive Arrangements.  Nothing
contained in the Plan shall prevent the Board from adopting such other or additional incentive arrangements as it may deem desirable,
including, but not limited to, the granting of Stock Options and the awarding of Common Stock and cash otherwise than under the Plan;
and such arrangements may be either generally applicable or applicable only in specific cases.


13.14. Withholding Taxes.  Not
later than the date as of which an amount must first be included in the gross income of the Holder for Federal income tax purposes with
respect to any Stock Option or other award under the Plan, the Holder shall pay to the Company, or make arrangements satisfactory to the
Committee regarding the payment of, any Federal, state and local taxes of any kind required by law to be withheld or paid with respect
to such amount. If permitted by the Committee, tax withholding or payment obligations may be settled with Common Stock, including Common
Stock that is part of the award that gives rise to the withholding requirement. The obligations of the Company under the Plan shall be
conditioned upon such payment or arrangements and the Company or the Holder’s employer (if not the Company) shall, to the extent
permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Holder from the Company or
any Subsidiary.


13.15. Clawback.  Notwithstanding
any other provisions of the Plan, any award which is subject to recovery under any law, government regulation or listing requirement of
any national securities exchange on which the Company’s securities are listed, will be subject to such deductions and clawback as
may be required to be made pursuant to such law, government regulation or listing requirement (or any policy adopted by the Company pursuant
to any such law, government regulation or listing requirement).


13.16. Governing Law.  The Plan
and all awards made and actions taken thereunder shall be governed by and construed in accordance with the law of the State of New York
(without regard to choice of law provisions).


13.17. Other Benefit Plans.  Any
award granted under the Plan shall not be deemed compensation for purposes of computing benefits under any retirement plan of the Company
or any Subsidiary and shall not affect any benefits under any other benefit plan now or subsequently in effect under which the availability
or amount of benefits is related to the level of compensation (unless required by specific reference in any such other plan to awards
under this Plan).


13.18. Non-Transferability.  Except
as otherwise expressly provided in the Plan or the Agreement, no right or benefit under the Plan may be alienated, sold, assigned, hypothecated,
pledged, exchanged, transferred, encumbranced or charged, and any attempt to alienate, sell, assign, hypothecate, pledge, exchange, transfer,
encumber or charge the same shall be void.


13.19. Applicable Laws.  The obligations
of the Company with respect to all Stock Options and awards under the Plan shall be subject to (i) all applicable laws, rules and regulations
and such approvals by any governmental agencies as may be required, including, without limitation, the Securities Act, and (ii) the rules
and regulations of any securities exchange on which the Common Stock may be listed. Notwithstanding anything herein to the contrary, the
Plan and all awards will be administered only in conformance with such applicable laws. To the extent such applicable laws permit, the
Plan and all Agreements will be deemed amended as necessary to conform to such applicable laws.




     

    	 



    

13.20. Conflicts.  If any of the
terms or provisions of the Plan or an Agreement conflict with the requirements of Section 422 of the Code, then such terms or provisions
shall be deemed inoperative to the extent they so conflict with such requirements. Additionally, if this Plan or any Agreement does not
contain any provision required to be included herein under Section 422 of the Code, such provision shall be deemed to be incorporated
herein and therein with the same force and effect as if such provision had been set out at length herein and therein. If any of the terms
or provisions of any Agreement conflict with any terms or provisions of the Plan, then such terms or provisions shall be deemed inoperative
to the extent they so conflict with the requirements of the Plan. Additionally, if any Agreement does not contain any provision required
to be included therein under the Plan, such provision shall be deemed to be incorporated therein with the same force and effect as if
such provision had been set out at length therein.


13.21. Compliance with Section 409A of the Code.  The
Company intends that any awards be structured in compliance with, or to satisfy an exemption from, Section 409A of the Code, such that
there are no adverse tax consequences, interest, or penalties pursuant to Section 409A of the Code as a result of the awards. Notwithstanding
the Company’s intention, in the event any award is subject to Section 409A of the Code, the Committee may, in its sole discretion
and without a participant’s prior consent, amend this Plan and/or outstanding Agreements, adopt policies and procedures, or take
any other actions (including amendments, policies, procedures and actions with retroactive effect) as are necessary or appropriate to
(i) exempt this Plan and/or any award from the application of Section 409A of the Code, (ii) preserve the intended tax treatment of any
such award, or (iii) comply with the requirements of Section 409A of the Code, including without limitation any such regulations guidance,
compliance programs and other interpretive authority that may be issued after the date of grant of an award. This Plan shall be interpreted
at all times in such a manner that the terms and provisions of the Plan and the awards are exempt from or comply with Section 409A of
the Code.


13.22. Non-Registered Stock.  The
shares of Common Stock to be distributed under this Plan have not been, as of the Effective Date, registered under the Securities Act
or any applicable state or foreign securities laws and the Company has no obligation to any Holder to register the Common Stock or to
assist the Holder in obtaining an exemption from the various registration requirements, or to list the Common Stock on a national securities
exchange or any other trading or quotation system.