Exhibit 10.1


 


 







EMERALD OIL, INC.

THIRD AMENDED AND RESTATED 2011 EQUITY INCENTIVE PLAN


 


Emerald Oil, Inc. hereby
adopts this Third Amended and Restated 2011 Equity Incentive Plan of Emerald Oil, Inc., which amends and restates the Second Amended
and Restated 2011 Equity Incentive Plan, as amended, of Emerald Oil, Inc.


 


SECTION
1.

DEFINITIONS


 


As used herein, the
following terms shall have the meanings indicated below:


 


(a)“Administrator”
shall mean the Board of Directors of the Company, or one or more Committees appointed by the Board, as the case may be.


 


(b)“Affiliate(s)”
shall mean a Parent or Subsidiary of the Company.


 


(c)“Agreement”
shall mean the written agreement entered into by the Participant and the Company evidencing the grant of an Award. Each Agreement
shall be in such form as may be approved from time to time by the Administrator and may vary from Participant to Participant.


 


(d)“Award”
shall mean any grant pursuant to this Plan of an Incentive Stock Option, Nonqualified Stock Option, Restricted Stock Award, Restricted
Stock Unit Award, Stock Appreciation Right, or Performance Award.


 


(e)“Change
of Control” shall mean the occurrence, in a single transaction or in a series of related transactions, of any one or more
of the events in subsections (i) through (iv) below. For purposes of this definition, a person, entity or group shall be deemed
to “Own,” to have “Owned,” to be the “Owner” of, or to have acquired “Ownership”
of securities if such person, entity or group directly or indirectly, through any contract, arrangement, understanding, relationship
or otherwise, has or shares voting power, which includes the power to vote or to direct the voting, with respect to such securities.


 


(i)Any person, entity
or group becomes the Owner, directly or indirectly, of securities of the Company representing more than fifty percent (50%) of
the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or
similar transaction. Notwithstanding the foregoing, a Change of Control shall not be deemed to occur (A) on account of the acquisition
of securities of the Company by an investor, any affiliate thereof or any other person, entity or group from the Company in a transaction
or series of related transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity
securities, or (B) solely because the level of Ownership held by any person, entity or group (the “Subject Person”)
exceeds the designated percentage threshold of the outstanding voting securities as a result of a repurchase or other acquisition
of voting securities by the Company reducing the number of shares outstanding, provided that if a Change of Control would occur
(but for the operation of this sentence) as a result of the acquisition of voting securities by the Company, and after such share
acquisition, the Subject Person becomes the Owner of any additional voting securities that, assuming the repurchase or other acquisition
had not occurred, increases the percentage of the then outstanding voting securities Owned by the Subject Person over the designated
percentage threshold, then a Change of Control shall be deemed to occur;


 






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(ii)There is consummated
a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately after the consummation
of such merger, consolidation or similar transaction, the shareholders of the Company immediately prior thereto do not Own, directly
or indirectly, either (A) outstanding voting securities representing more than fifty percent (50%) of the combined outstanding
voting power of the surviving entity in such merger, consolidation or similar transaction or (B) more than fifty percent (50%)
of the combined outstanding voting power of the parent of the surviving entity in such merger, consolidation or similar transaction,
in each case in substantially the same proportions as their Ownership of the outstanding voting securities of the Company immediately
prior to such transaction;


 


(iii)There is consummated
a sale, lease, exclusive license or other disposition of all or substantially all of the total gross value of the consolidated
assets of the Company and its subsidiaries, other than a sale, lease, license or other disposition of all or substantially all
of the total gross value of the consolidated assets of the Company and its subsidiaries to an entity, more than fifty percent (50%)
of the combined voting power of the voting securities of which are Owned by shareholders of the Company in substantially the same
proportions as their Ownership of the outstanding voting securities of the Company immediately prior to such sale, lease, license
or other disposition (for purposes of this Section 1(e)(iii), “gross value” means the value of the assets of the Company
or the value of the assets being disposed of, as the case may be, determined without regard to any liabilities associated with
such assets); or


 


(iv)Individuals who,
at the beginning of any consecutive twelve-month period, are members of the Board (the “Incumbent Board”), cease for
any reason to constitute at least a majority of the members of the Board at any time during that consecutive twelve-month period;
provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended
by a majority vote of the members of the Incumbent Board then still in office, such new member shall, for purposes of this Plan,
be considered as a member of the Incumbent Board.


 


For the avoidance of
doubt, the term “Change of Control” shall not include a sale of assets, merger or other transaction effected exclusively
for the purpose of changing the domicile of the Company. To the extent required with respect to any award subject to Section 409A
of the Code, the determination of whether a Change of Control has occurred shall be made in accordance with Code Section 409A and
the regulations, notices and other guidance of general applicability issued thereunder.


 


(f)“Close
of Business” of a specified day shall mean 5:00 p.m., Mountain Time, without regard to whether such day is a Saturday, Sunday,
bank holiday, or other day on which no business is conducted.


 


(g)“Committee”
shall mean a Committee of two or more Directors who shall be appointed by and serve at the pleasure of the Board. To the extent
necessary for compliance with Rule 16b-3, each of the members of the Committee shall be a “non-employee director.”
Solely for purposes of this Section 1(g), “non-employee director” shall have the same meaning as set forth in Rule
16b-3. Any Award granted under the Plan which is intended to constitute performance-based compensation (including Incentive Stock
Options and Nonqualified Stock Options) within the meaning of Code Section 162(m) shall be granted by a Committee consisting solely
of two or more “outside directors” within the meaning of Code Section 162(m).


 



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(h)“Common
Stock” shall mean the common stock of the Company (subject to adjustment as provided in Section 14 of this Plan).


 


(i)The “Company”
shall mean Emerald Oil, Inc., a Delaware corporation.


 


(j)“Consultant”
shall mean any person, including an advisor, who is engaged by the Company or any Affiliate to render consulting or advisory services
and is compensated for such services; provided, however, that no person shall be considered a Consultant for purposes of the Plan
unless such Consultant is a natural person, renders bona fide services to the Company or any Affiliate, and such services are not
in connection with the offer or sale of securities in a capital raising transaction and do not directly or indirectly promote or
maintain a market for the Company’s securities. For purposes of this plan, “Consultant” shall also include a
director of an Affiliate who is compensated for services as a director.


 


(k)“Director”
shall mean a non-Employee member of the Board of Directors of the Company.


 


(l)“Effective
Date” shall mean the date the Board of Directors of the Company adopts the Plan.


 


(m)“Employee”
shall mean a common-law employee of the Company or any Affiliate, including “officers” as defined by Section 16 of
the Exchange Act; provided, however, that service solely as a Director or Consultant, regardless of whether a fee is paid for such
service, shall not cause a person to be an Employee for purposes of the Plan.


 


(n)“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.


 


(o)“Fair
Market Value” of specified stock as of any date shall mean (i) if such stock is listed on the NYSE MKT stock exchange or
an established stock exchange, the price of such stock at the close of the regular trading session of such market or exchange on
such date, as reported by The Wall Street Journal or a comparable reporting service, or, if no sale of such stock shall
have occurred on such date, on the next preceding date on which there was a sale of stock; (ii) if such stock is not so listed
on the NYSE MKT stock exchange, or an established stock exchange, the average of the closing “bid” and “asked”
prices quoted by the OTC Bulletin Board, the National Quotation Bureau, or any comparable reporting service on such date or, if
there are no quoted “bid” and “asked” prices on such date, on the next preceding date for which there are
such quotes; or (iii) if such stock is not publicly traded as of such date, the per share value as determined by the Board or the
Committee in its sole discretion by applying principles of valuation with respect to Common Stock. Notwithstanding the foregoing,
the Board or the Committee may determine Fair Market Value in a manner other than as specified above provided that the method used
to determine Fair Market Value reasonable and in good faith and, in the case of any Option or Stock Appreciation Right, shall be
determined in accordance with Code Section 409A.


 






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(p)“Incentive
Stock Option” shall mean an option granted pursuant to Section 8 of this Plan that is intended to satisfy the provisions
of Code Section 422, or any successor provision.


 


(q)The “Internal
Revenue Code” or “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.


 


(r)“Option”
shall mean an Incentive Stock Option or Nonqualified Stock Option granted pursuant to the Plan.


 


(s)“Nonqualified
Stock Option” shall mean an option granted pursuant to Section 9 of this Plan or an option (or portion thereof) that does
not qualify as an Incentive Stock Option.


 


(t)“Parent”
shall mean any parent corporation of the Company within the meaning of Code Section 424(e), or any successor provision.


 


(u)“Participant”
shall mean an Employee to whom an Incentive Stock Option has been granted or an Employee, a Director, or a Consultant to whom a
Nonqualified Stock Option, Restricted Stock Award, Restricted Stock Unit Award, Performance Award or Stock Appreciation Right has
been granted.


 


(v)“Performance
Award” shall mean any Performance Shares or Performance Cash Units granted pursuant to Section 12 of this Plan.


 


(w)“Performance
Objective(s)” shall mean one or more performance objectives established by the Administrator, in its sole discretion, for
Awards granted under this Plan. With respect to any Award (other than Options or Stock Appreciation Rights) that is intended to
constitute performance-based compensation (within the meaning of Code Section 162(m)), “Performance Objectives” shall
mean any of the following: (i) net earnings; (ii) earnings per share; (iii) net sales growth; (iv) net income (before or after
taxes); (v) net operating profit; (vi) return measures (including, but not limited to, return on assets, capital, equity or sales);
(vii) cash flow (including, but not limited to, operating cash flow and free cash flow); (viii) cash flow return on investments,
which equals net cash flows divided by owner’s equity; (ix) earnings before or after taxes, interest, depreciation and/or
amortization; (x) internal rate of return or increase in net present value; (xi) gross margins; (xii) gross margins minus expenses;
(xiii) operating margin; (xiv) share price (including, but not limited to, growth measures and total stockholder return); (xv)
expense targets; (xvi) working capital targets relating to inventory and/or accounts receivable; (xvii) planning accuracy (as measured
by comparing planned results to actual results); (xviii) comparisons to various stock market indices; (xix) comparisons to the
performance of other companies; or (xx) any combination of the foregoing. Where applicable, the performance targets based on satisfaction
of Performance Objectives may be expressed in terms of attaining a specified level of the particular measure or the attainment
of a percentage increase or decrease in the particular measure, and may be applied to one or more of the Company, a Subsidiary,
or a division or strategic business unit of the Company or a Subsidiary, or may be applied to the performance of the Company relative
to a market index, a group of other companies or a combination thereof, all as determined by the Committee. The targets based on
the foregoing Performance Objectives shall be determined in accordance with generally accepted accounting principles, if applicable,
and shall be subject to certification by the Committee; provided that the Committee shall have the authority to include or exclude
any of the following events that occurs during a performance period: (1) asset write-downs, (2) litigation or claim judgments or
settlements, (3) the effect of changes in tax laws, accounting principles, or other laws or provisions affecting reported results,
(4) accruals for reorganization and restructuring programs, (5) extraordinary nonrecurring items as described in SFAS No. 144 (or
successor guidance) and/or in management’s discussion and analysis of financial condition and results of operations appearing
in the Company’s annual report to shareholders for the applicable year, (6) acquisitions or divestitures, and (7) foreign
exchange gains and losses.


 






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(x)“Performance
Period” shall mean the period, established at the time any Performance Award is granted or at any time thereafter, during
which any Performance Objectives specified by the Administrator with respect to such Performance Award are to be measured.


 


(y)“Performance
Share” shall mean any grant of an Award pursuant to Section 12 of this Plan, the value of which, if any, shall be paid to
a Participant by delivery of shares of Common Stock upon achievement of such Performance Objectives during the Performance Period
as the Administrator shall establish at the time of such grant or thereafter.


 


(z)“Performance
Cash Unit” shall mean any grant of an Award pursuant to Section 12 of this Plan, the value of which, if any, shall be paid
to a Participant by delivery of cash upon achievement of such Performance Objectives during the Performance Period as the Administrator
shall establish at the time of such grant or thereafter.


 


(aa)The “Plan”
means the Emerald Oil, Inc. Third Amended and Restated 2011 Equity Incentive Plan, as amended hereafter from time to time, including
the form of Agreements as they may be modified by the Administrator from time to time.


 


(bb)“Restricted
Stock Award” shall mean any grant of restricted shares of Common Stock pursuant to Section 10 of this Plan.


 


(cc)“Restricted
Stock Unit Award” shall mean any grant of any restricted stock units pursuant to Section 11 of this Plan.


 


(dd)“Rule
16b-3” shall mean Rule 16b-3, or any successor provision, as then in effect, of the General Rules and Regulations under the
Exchange Act.


 


(ee)“Stock
Appreciation Right” shall mean a grant pursuant to Section 13 of this Plan.


 


(ff)A “Subsidiary”
shall mean any subsidiary corporation of the Company within the meaning of Code Section 424(f), or any successor provision.


 






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SECTION
2.

PURPOSE


 


The purpose of the
Plan is to promote the success of the Company and its Affiliates by facilitating the employment and retention of competent personnel
and by furnishing incentives to those Employees, Directors and Consultants upon whose efforts the success of the Company and its
Affiliates will depend to a large degree. It is the intention of the Company to carry out the Plan through the granting of Incentive
Stock Options, Nonqualified Stock Options, Restricted Stock Awards, Restricted Stock Unit Awards, Performance Awards and Stock
Appreciation Rights.


 


SECTION
3.

EFFECTIVE DATE AND DURATION OF PLAN


 


The Plan shall be effective
on the Effective Date; provided, however, that adoption of this Plan shall be and is expressly subject to the condition of approval
by the shareholders of the Company within twelve (12) months before or after the Effective Date.


 


If shareholder approval
is not obtained within the twelve (12) month period referenced in this Section 3, this Plan and all Awards granted after the Effective
Date shall be null and void.


 


The Administrator may
grant Awards pursuant to the Plan from time to time until the Administrator discontinues or terminates the Plan; provided, however,
that in no event may Incentive Stock Options be granted pursuant to the Plan after the earlier of (i) the date the Administrator
discontinues or terminates the Plan or (ii) the Close of Business on the day immediately preceding the tenth anniversary of the
Effective Date.


 


SECTION
4.

ADMINISTRATION


 


The Plan shall be administered
by the Board of Directors of the Company (hereinafter referred to as the “Board”); provided, however, that the Board
may delegate some or all of the administration of the Plan to a Committee or Committees. The Board and any Committee appointed
by the Board to administer the Plan are collectively referred to in this Plan as the “Administrator.”


 


Except as otherwise
provided herein, the Administrator shall have all of the powers vested in it under the provisions of the Plan, including but not
limited to exclusive authority to determine, in its sole discretion, whether an Award shall be granted; the individuals to whom,
and the time or times at which, Awards shall be granted; the number of shares subject to each Award; the exercise price of Options
granted hereunder; and the performance criteria, if any, and any other terms and conditions of each Award. The Administrator shall
have full power and authority to administer and interpret the Plan; to make and amend rules, regulations and guidelines for administering
the Plan; to prescribe the form and conditions of the respective Agreements evidencing each Award (which may vary from Participant
to Participant); and to make all other determinations necessary or advisable for the administration of the Plan, including to correct
any defect, omission or inconsistency in the Plan or any Agreement, to the extent permitted by law and this Plan. The Administrator’s
interpretation of the Plan, and all actions taken and determinations made by the Administrator pursuant to the power vested in
it hereunder, shall be conclusive and binding on all parties concerned.


 






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No member of the Board
or Committee shall be liable for any action taken or determination made in good faith in connection with the administration of
the Plan. In the event the Board appoints a Committee as provided hereunder, any action of the Committee with respect to the administration
of the Plan shall be taken pursuant to a majority vote of the Committee members or pursuant to the written resolution of all Committee
members.


 


SECTION
5.

PARTICIPANTS


 


The Administrator may
grant Awards under this Plan to any Employee, Director, or Consultant; provided, however, that only Employees are eligible to receive
Incentive Stock Options. In designating Participants, the Administrator shall also determine the number of shares or cash units
to be optioned or awarded to each such Participant and the performance criteria applicable to each Performance Award. The Administrator
may from time to time designate individuals as being ineligible to participate in the Plan. The power of the Administrator under
this Section 5 shall be exercised from time to time in the sole discretion of the Administrator and without approval by the shareholders.


 


SECTION
6.

STOCK AND LIMITATIONS


 


The stock to be awarded
or optioned under this Plan shall consist of authorized but unissued or reacquired shares of Common Stock. Subject to Section 14
of this Plan, the maximum aggregate number of shares of Common Stock reserved and available for Awards under the Plan is Nineteen
Million Eight Hundred Thousand (19,800,000). The maximum aggregate number of shares of Common Stock that may be issued through
Incentive Stock Options shall also be Nineteen Million Eight Hundred Thousand (19,800,000).


 


The following shares
of Common Stock shall continue to be reserved and available for Awards granted pursuant to the Plan: (i) any outstanding Award
that expires or is forfeited for any reason, (ii) any portion of an outstanding Option or Stock Appreciation Right that is terminated
prior to exercise, (iii) any portion of an Award that is terminated prior to the lapsing of the risks of forfeiture on such Award,
(iv) shares of Common Stock used to pay the exercise price under any Award, (v) shares of Common Stock used to satisfy any tax
withholding obligation attributable to any Award, whether such shares are withheld by the Company or tendered by the Participant,
and (vi) shares of Common Stock covered by an Award to the extent the Award is settled in cash.


 


(a)For Options
and Stock Appreciation Rights that are intended to constitute performance-based compensation (within the meaning of Code Section
162(m)), no more than 500,000 shares of Common Stock may be subject to such Awards granted to any one individual during any one
calendar year.


 


(b)For Awards other
than Options, Stock Appreciation Rights or Performance Cash Units that are intended to be performance-based compensation (within
the meaning of Code Section 162(m)), no more than 500,000 shares of Common Stock may be subject to such Awards granted to any one
individual during any one calendar year (regardless of whether settlement of the Award is to occur prior to, at the time of or
after the time of vesting). If the delivery of Common Stock is deferred until after the Common Stock has been earned, any adjustment
in the amount delivered to reflect actual or deemed earnings or other investment experience during the deferral period shall be
disregarded.


 



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(c)For Performance
Cash Units that are intended to be performance-based compensation (within the meaning of Code Section 162(m)), the maximum amount
payable to any Participant with respect to any twelve month performance period shall equal $2.5 million (pro rated for performance
periods that are greater or lesser than twelve months).


 


SECTION
7.

PAYMENT OF OPTION EXERCISE PRICE


 


Upon exercise of an
option, Participants may pay the exercise price of an Option (i) in cash, or with a personal check, certified check, or other cash
equivalent, (ii) by the surrender by the Participant to the Company of previously acquired unencumbered shares of Common Stock
(through physical delivery or attestation), (iii) through the withholding of shares of Common Stock from the number of shares otherwise
issuable upon the exercise of the Option (e.g., a net share settlement), (iv) through broker-assisted cashless exercise
if such exercise complies with applicable securities laws and any insider trading policy of the Company, (v) such other form of
payment as may be authorized by the Administrator, or (vi) by a combination thereof. In the event the Participant elects to pay
the exercise price, in whole or in part, with previously acquired shares of Common Stock or through a net share settlement, the
then-current Fair Market Value of the stock delivered or withheld shall equal the total exercise price for the shares being purchased
in such manner.


 


The Administrator may,
in its sole discretion, limit the forms of payment available to the Participant and may exercise such discretion any time prior
to the termination of the Option granted to the Participant or upon any exercise of the Option by the Participant. “Previously
acquired shares of Common Stock” means shares of Common Stock which the Participant owns on the date of exercise (or for
such other period of time, if any, as may be required by generally accepted accounting principles or any successor principles applicable
to the Company).


 


With respect to payment
in the form of Common Stock, the Administrator may require advance approval or adopt such rules as it deems necessary to assure
compliance with Rule 16b-3, if applicable.


 


SECTION
8.

TERMS AND CONDITIONS OF INCENTIVE STOCK OPTIONS


 


Each Incentive Stock
Option shall be evidenced by an Incentive Stock Option Agreement, which shall comply with and be subject to the following terms
and conditions:


 


(a)Number of
Shares and Exercise Price. The Incentive Stock Option Agreement shall state the total number of shares covered by the Incentive
Stock Option. Except as permitted by Code Section 424(a), or any successor provision, the exercise price per share shall not be
less than one hundred percent (100%) of the per share Fair Market Value of the Common Stock on the date the Administrator grants
the Incentive Stock Option; provided, however, that if a Participant owns stock possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company or of its Parent or any Subsidiary, the exercise price per share of
an Incentive Stock Option granted to such Participant shall not be less than one hundred ten percent (110%) of the per share Fair
Market Value of Common Stock on the date of the grant of the Incentive Stock Option. The Administrator shall have full authority
and discretion in establishing the exercise price and shall be fully protected in so doing.


 






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(b)Exercisability
and Term of Incentive Stock Options. The Incentive Stock Option Agreement shall state when the Incentive Stock Option becomes
exercisable (i.e., “vests”). The Participant may exercise the Incentive Stock Option, in full or in part, upon
or after the vesting date of such Option (or portion thereof). Notwithstanding anything in this Plan or the Agreement to the contrary,
the Participant may not exercise an Incentive Stock Option after the maximum term of such Option, as such term is specified in
the Incentive Stock Option Agreement. Except as permitted by Code Section 424(a), in no event shall any Incentive Stock Option
be exercisable during a term of more than ten (10) years after the date on which it is granted; provided, however, that if a Participant
owns stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or
of its Parent or any Subsidiary, the Incentive Stock Option granted to such Participant shall be exercisable during a term of not
more than five (5) years after the date on which it is granted.


 


The Administrator may
accelerate the exercisability of any Incentive Stock Option granted hereunder which is not immediately exercisable as of the date
of grant.


 


(c)No Rights
as Shareholder. A Participant (or the Participant’s successors) shall have no rights as a shareholder with respect to
any shares covered by a Incentive Stock Option until the date of the issuance of the Common Stock subject to such Award upon exercise,
as evidenced by a stock certificate or as reflected in the books and records of the Company or its designated agent (i.e.,
a “book entry”). Except as provided in Section 14 of the Plan, no adjustment shall be made for dividends (ordinary
or extraordinary, whether in cash, securities or other property), distributions or other rights for which the record date is prior
to the date such shares are actually issued (as evidenced in either certificated or book entry form).


 


(d)Withholding.
The Company or its Affiliate shall be entitled to withhold and deduct from any future payments to the Participant all legally required
amounts necessary to satisfy any and all withholding and employment-related taxes attributable to the Participant’s exercise
of an Incentive Stock Option or a “disqualifying disposition” of shares acquired through the exercise of an Incentive
Stock Option as defined in Code Section 421(b) or require the Participant to remit an amount sufficient to satisfy such withholding
requirements, or any combination thereof. In the event the Participant is required under the Incentive Stock Option Agreement to
pay the Company, or make arrangements satisfactory to the Company respecting payment of, such withholding and employment-related
taxes, the Administrator may, in its sole discretion, require the Participant to satisfy such obligation, in whole or in part,
by delivering shares of Common Stock or by electing to have the Company withhold shares of Common Stock otherwise issuable to the
Participant as a result of the exercise of the Incentive Stock Option. Such shares shall have a Fair Market Value equal to the
minimum required tax withholding, based on the minimum statutory withholding rates for federal and state tax purposes, including
payroll taxes, that are applicable to the supplemental income resulting from such exercise or disqualifying disposition. In no
event may the Participant deliver shares, nor may the Company or any Affiliate withhold shares, having a Fair Market Value in excess
of such statutory minimum required tax withholding. The Participant’s delivery of shares or the withholding of shares for
this purpose shall occur on or before the later of (i) the date the Incentive Stock Option is exercised or the date of the disqualifying
disposition, as the case may be, or (ii) the date that the amount of tax to be withheld is determined under applicable tax law.


 






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(e)Vesting Limitation.
Notwithstanding any other provision of the Plan, the aggregate Fair Market Value (determined as of the date an Incentive Stock
Option is granted) of the shares of Common Stock with respect to which Incentive Stock Options are exercisable for the first time
by a Participant during any calendar year under the Plan and any other “incentive stock option” plans of the Company
or any Affiliate shall not exceed $100,000 (or such other amount as may be prescribed by the Code from time to time); provided,
however, that if the exercisability or vesting of an Incentive Stock Option is accelerated as permitted under the provisions of
the Plan and such acceleration would result in a violation of the limit imposed by this Section 8(e), such acceleration shall be
of full force and effect but the number of shares of Common Stock that exceed such limit shall be treated as having been granted
pursuant to a Nonqualified Stock Option; and provided, further, that the limits imposed by this Section 8(e) shall be applied to
all outstanding Incentive Stock Options under the Plan and any other “incentive stock option” plans of the Company
or any Affiliate in chronological order according to the dates of grant.


 


(f)Other Provisions.
The Incentive Stock Option Agreement authorized under this Section 8 shall contain such other provisions as the Administrator shall
deem advisable. Any such Incentive Stock Option Agreement shall contain such limitations and restrictions upon the exercise of
the Incentive Stock Option as shall be necessary to ensure that such Incentive Stock Option will be considered an “incentive
stock option” as defined in Code Section 422 or to conform to any change therein.


 


SECTION
9.

TERMS AND CONDITIONS OF NONQUALIFIED STOCK OPTIONS


 


Each Nonqualified Stock
Option shall be evidenced by a Nonqualified Stock Option Agreement, which shall comply with and be subject to the following terms
and conditions:


 


(a)Number of
Shares and Exercise Price. The Nonqualified Stock Option Agreement shall state the total number of shares covered by the Nonqualified
Stock Option. The exercise price per share shall be not less than one hundred percent (100%) of the per share Fair Market Value
of the Common Stock on the date the Administrator grants the Nonqualified Stock Option.


 


(b)Term and
Exercisability of Nonqualified Stock Options. The Nonqualified Stock Option Agreement shall state when the Nonqualified Stock
Option becomes exercisable (i.e., “vests”). The Participant may exercise the Nonqualified Stock Option, in full
or in part, upon or after the vesting date of such Option (or portion thereof); provided, however, that the Participant may not
exercise a Nonqualified Stock Option after the maximum term of such Option, as such term is specified in the Nonqualified Stock
Option Agreement.


 






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The Administrator may
accelerate the exercisability of any Nonqualified Stock Option granted hereunder which is not immediately exercisable as of the
date of grant.


 


(c)No Rights
as Shareholder. A Participant (or the Participant’s successors) shall have no rights as a shareholder with respect to
any shares covered by a Nonqualified Stock Option until the date of the issuance of the Common Stock subject to such Award upon
exercise, as evidenced by a stock certificate or as reflected in the books and records of the Company or its designated agent (i.e.,
a “book entry”). Except as provided in Section 14 of the Plan, no adjustment shall be made for dividends (ordinary
or extraordinary, whether in cash, securities or other property), distributions or other rights for which the record date is prior
to the date such shares are actually issued (as evidenced in either certificated or book entry form).


 


(d)Withholding.
The Company or its Affiliate shall be entitled to withhold and deduct from any future payments to the Participant all legally required
amounts necessary to satisfy any and all withholding and employment-related taxes attributable to the Participant’s exercise
of a Nonqualified Stock Option, or require the Participant to remit an amount sufficient to satisfy such withholding requirements.
In the event the Participant is required under the Nonqualified Stock Option Agreement to pay the Company, or make arrangements
satisfactory to the Company respecting payment of, such withholding and employment-related taxes, the Administrator may, in its
sole discretion, require the Participant to satisfy such obligation, in whole or in part, by delivering shares of Common Stock
or by electing to have the Company withhold shares of Common Stock otherwise issuable to the Participant as a result of the exercise
of the Nonqualified Stock Option. Such shares shall have a Fair Market Value equal to the minimum required tax withholding, based
on the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to
the supplemental income resulting from such exercise. In no event may the Participant deliver shares, nor may the Company or any
Affiliate withhold shares, having a Fair Market Value in excess of such statutory minimum required tax withholding. The Participant’s
delivery of shares or the withholding of shares for this purpose shall occur on or before the later of (i) the date the Nonqualified
Stock Option is exercised, or (ii) the date that the amount of tax to be withheld is determined under applicable tax law.


 


(e)Other Provisions.
The Nonqualified Stock Option Agreement authorized under this Section 9 shall contain such other provisions as the Administrator
shall deem advisable.


 


SECTION
10.

RESTRICTED STOCK AWARDS


 


Each Restricted Stock
Award shall be evidenced by a Restricted Stock Award Agreement, which shall comply with and be subject to the following terms and
conditions:


 


(a)Number of
Shares. The Restricted Stock Award Agreement shall state the total number of shares of Common Stock covered by the Restricted
Stock Award.


 


(b)Risks of
Forfeiture. The Restricted Stock Award Agreement shall set forth the risks of forfeiture, if any, including risks of forfeiture
based on Performance Objectives, which shall apply to the shares of Common Stock covered by the Restricted Stock Award, and shall
specify the manner in which such risks of forfeiture shall lapse. The Administrator may, in its sole discretion, modify the manner
in which such risks of forfeiture shall lapse but only with respect to those shares of Common Stock which are restricted as of
the effective date of the modification.


 






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(c)Issuance
of Shares; Rights as Shareholder. Except as provided below, the Company shall cause a stock certificate to be issued and shall
deliver such certificate to the Participant or hold such certificate in a manner determined by the Administrator in its sole discretion;
provided, however, that in lieu of a stock certificate, the Company may evidence the issuance of shares by a book entry in the
records of the Company or its designated agent (if permitted by the Company’s designated agent and applicable law, as determined
by the Administrator in its sole discretion). The Company shall cause a legend or notation to be placed on such certificate or
book entry describing the risks of forfeiture and other transfer restrictions set forth in the Participant’s Restricted Stock
Award Agreement and providing for the cancellation and, if applicable, return of such certificate or book entry if the shares of
Common Stock subject to the Restricted Stock Award are forfeited.


 


Until the risks of
forfeiture have lapsed or the shares subject to such Restricted Stock Award have been forfeited, the Participant shall be entitled
to vote the shares of Common Stock represented by such stock certificates and shall receive all dividends attributable to such
shares, but the Participant shall not have any other rights as a shareholder with respect to such shares.


 


(d)Withholding
Taxes. The Company or its Affiliate shall be entitled to withhold and deduct from any future payments to the Participant all
legally required amounts necessary to satisfy any and all withholding and employment-related taxes attributable to the Participant’s
Restricted Stock Award, or require the Participant to remit an amount sufficient to satisfy such withholding requirements. In the
event the Participant is required under the Restricted Stock Award Agreement to pay the Company, or make arrangements satisfactory
to the Company respecting payment of, such withholding and employment-related taxes, the Administrator may, in its sole discretion,
require the Participant to satisfy such obligations, in whole or in part, by delivering shares of Common Stock, including shares
of Common Stock received pursuant to the Restricted Stock Award on which the risks of forfeiture have lapsed. Such shares shall
have a Fair Market Value equal to the minimum required tax withholding, based on the minimum statutory withholding rates for federal
and state tax purposes, including payroll taxes, that are applicable to the supplemental income resulting from the lapsing of the
risks of forfeiture on such Restricted Stock Award. In no event may the Participant deliver shares having a Fair Market Value in
excess of such statutory minimum required tax withholding. The Participant’s delivery of shares shall occur on or before
the date that the amount of tax to be withheld is determined under applicable tax law.


 


(e)Other Provisions.
The Restricted Stock Award Agreement authorized under this Section 10 shall contain such other provisions as the Administrator
shall deem advisable.


 






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SECTION
11.

RESTRICTED STOCK UNIT AWARDS


 


Each Restricted Stock
Unit Award shall be evidenced by a Restricted Stock Unit Award Agreement, which shall comply with and be subject to the following
terms and conditions:


 


(a)Number of
Shares. The Restricted Stock Unit Award Agreement shall state the total number of shares of Common Stock covered by the Restricted
Stock Unit Award.


 


(b)Vesting.
The Restricted Stock Unit Award Agreement shall set forth the period over which the Restricted Stock Unit Award may become vested
and/or the conditions, including conditions based on Performance Objectives, to which such vesting is subject. The Administrator
may, in its sole discretion, accelerate the vesting of any Restricted Stock Unit Award.


 


(c)Issuance
of Shares; Rights as Shareholder. The Participant shall be entitled to payment of the Restricted Stock Unit Award as the units
subject to such Award vest. The Administrator may, in its sole discretion, pay Restricted Stock Units in cash, shares of Common
Stock or any combination thereof. If payment is made in shares of Common Stock, the Administrator shall cause to be issued one
or more stock certificates in the Participant’s name and shall deliver such certificates to the Participant in satisfaction
of such units; provided, however, that in lieu of stock certificates, the Company may evidence such shares by a book entry in the
records of the Company or its designated agent (if permitted by the Company’s designated agent and applicable law, as determined
by the Administrator in its sole discretion). Until the units subject to the Restricted Stock Unit Award have vested, the Participant
shall not be entitled to vote any shares of stock which may be acquired through the Award, shall not receive any dividends attributable
to such shares, and shall not have any other rights as a shareholder with respect to such shares.


 


(d)Withholding
Taxes. The Company or its Affiliate shall be entitled to withhold and deduct from any future payments to the Participant all
legally required amounts necessary to satisfy any and all withholding and employment-related taxes attributable to the Participant’s
Restricted Stock Unit Award, or require the Participant to remit an amount sufficient to satisfy such withholding requirements.
In the event the Participant is required under the Restricted Stock Unit Award Agreement to pay the Company, or make arrangements
satisfactory to the Company respecting payment of, such withholding and employment-related taxes, the Administrator may, in its
sole discretion, require the Participant to satisfy such obligations, in whole or in part, by delivering shares of Common Stock,
including shares of Common Stock received pursuant to the Restricted Stock Unit Award. Such shares shall have a Fair Market Value
equal to the minimum required tax withholding, based on the minimum statutory withholding rates for federal and state tax purposes,
including payroll taxes, that are applicable to the supplemental income resulting from the lapsing of the risks of forfeiture on
such Restricted Stock Unit Award. In no event may the Participant deliver shares having a Fair Market Value in excess of such statutory
minimum required tax withholding. The Participant’s delivery of shares for this purpose shall occur on or before the date
that the amount of tax to be withheld is determined under applicable tax law.


 






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(e)Other Provisions.
The Restricted Stock Unit Award Agreement authorized under this Section 11 shall contain such other provisions as the Administrator
shall deem advisable.


 


SECTION
12.

PERFORMANCE AWARDS


 


Each Performance Award
shall be evidenced by a Performance Award Agreement, which shall comply with and be subject to the following terms and conditions:


 


(a)Awards.
Performance Awards may be in the form of Performance Cash Units or Performance Shares. Performance Cash Units shall consist of
monetary awards which may be earned or become vested in whole or in part if the Company or the Participant achieves certain Performance
Objectives established by the Administrator over a specified Performance Period. Performance Shares shall consist of shares of
Common Stock or other Awards denominated in shares of Common Stock that may be earned or become vested in whole or in part if the
Company or the Participant achieves certain Performance Objectives established by the Administrator over a specified Performance
Period.


 


(b)Performance
Objectives, Performance Period and Payment by the Company. The Performance Award Agreement shall set forth:


 


(i)the number of
Performance Cash Units or Performance Shares subject to the Performance Award, and the dollar value of each Performance Cash Unit;


 


(ii)one or more Performance
Objectives established by the Administrator and the method for measuring performance;


 


(iii)the Performance
Period over which Performance Cash Units or Performance Shares may be earned or may become vested;


 


(iv)the extent to
which partial achievement of the Performance Objectives may result in a payment or vesting of the Performance Award, as determined
by the Administrator; and


 


(v)the date upon
which payment of Performance Cash Units will be made or Performance Shares will be issued, as the case may be, and the extent to
which such payment or the receipt of such Performance Shares may be deferred.


 


(c)Withholding
Taxes. The Company or its Affiliates shall be entitled to withhold and deduct from any future payments to the Participant all
legally required amounts necessary to satisfy any and all withholding and employment-related taxes attributable to the Participant’s
Performance Award, or require the Participant to remit an amount sufficient to satisfy such withholding requirements. In the event
the Participant is required under the Performance Award Agreement to pay the Company or its Affiliates, or make arrangements satisfactory
to the Company or its Affiliates respecting payment of, such withholding and employment-related taxes, the Administrator may, in
its sole discretion, require the Participant to satisfy such obligations, in whole or in part, by delivering shares of Common Stock,
including shares of Common Stock received pursuant to the Performance Award. Such shares shall have a Fair Market Value equal to
the minimum required tax withholding, based on the minimum statutory withholding rates for federal and state tax purposes, including
payroll taxes. In no event may the Participant deliver shares having a Fair Market Value in excess of such statutory minimum required
tax withholding. The Participant’s delivery of shares for this purpose shall occur on or before the date that the amount
of tax to be withheld is determined under applicable tax law.


 






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(d)No Rights
as Shareholder. A Participant (or the Participant’s successors) shall have no rights as a shareholder with respect to
any shares covered by a Performance Shares Award until the date of the issuance of a stock certificate evidencing such shares (after
such Award has vested); provided, however, that in lieu of a stock certificate, the Company may evidence such shares by a book
entry in the records of the Company or its designated agent (if permitted by the Company’s designated agent and applicable
law, as determined by the Administrator in its sole discretion). No adjustment shall be made for dividends (ordinary or extraordinary,
whether in cash, securities or other property), distributions or other rights for which the record date is prior to the date such
stock certificate is actually issued or such book entry is made, except as otherwise provided in Section 14 of the Plan.


 


(e)Other Provisions.
The Performance Award Agreement authorized under this Section 12 shall contain such other provisions as the Administrator shall
deem advisable.


 


SECTION 12A.

CODE SECTION 162(m) PERFORMANCE-BASED COMPENSATION


 


The provisions of this
Section 12A shall apply to any Award under the Plan that is intended to constitute performance-based compensation within the meaning
of Code Section 162(m).


 


(a)Any Award under
the Plan may be designated as performance-based compensation. To the extent required by Code Section 162(m), any Award (other than
an Option or Stock Appreciation Right) so designated shall be conditioned on the achievement of one or more performance targets
as determined by the Committee and the additional requirements set forth in this Section 12A shall apply.


 


(b)The performance
targets established for the performance period established by the Committee shall be objective (as that term is described in regulations
under Code Section 162(m)), and shall be established in writing by the Committee not later than 90 days after the beginning of
the performance period (but in no event after 25% of the performance period has elapsed), and while the outcome as to the performance
targets is substantially uncertain. The performance targets established by the Committee may be with respect to corporate performance,
operating group or sub-group performance, individual company performance, other group or individual performance, or division performance,
and shall be based on one or more of the Performance Objectives.


 


(c)A Participant
otherwise entitled to receive an Award for any performance period shall not receive a settlement or payment of the Award until
the Committee has determined that the applicable performance target(s) have been attained. To the extent that the Committee exercises
discretion in making the determination required by this Section 12A(c), such exercise of discretion may not result in an increase
in the amount of the payment.


 






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(d)If a Participant's
employment terminates because of death or disability, or if a change in control occurs prior to the Participant's termination of
employment, the Award may, to the extent provided by the Committee, become vested without regard to whether the Award would be
performance-based compensation.


 


(e)An Award designated
as performance-based compensation shall not vest prior to the first anniversary of the date on which it is granted (subject to
acceleration of vesting, to the extent provided by the Committee, in the event of the Participant’s death, disability or
change in control).


 


Nothing in this Section
12A shall preclude the Committee from granting Awards under the Plan or the Committee, the Company or any Subsidiary from granting
any Awards outside of the Plan that are not intended to be performance-based compensation; provided, however, that, at the time
of grant of the Award by the Committee, the Committee shall designate whether such Awards are intended to constitute performance-based
compensation. To the extent that the provisions of this Section 12A reflect the requirements applicable to performance-based compensation,
such provisions shall not apply to the portion of the Award, if any, that is not intended to constitute performance-based compensation.
Unless otherwise indicated by the Committee at the time of grant, all Options and Stock Appreciation Rights granted pursuant to
the Plan shall be deemed to be intended to be performance-based compensation for the purposes of Code Section 162(m).


 


SECTION
13.

STOCK APPRECIATION RIGHTS


 


Each Stock Appreciation
Right shall be evidenced by a Stock Appreciation Right Agreement, which shall comply with and be subject to the following terms
and conditions:


 


(a)Awards.
A Stock Appreciation Right shall entitle the Participant to receive, upon exercise, cash, shares of Common Stock, or any combination
thereof, having a value equal to the excess of (i) the Fair Market Value of a specified number of shares of Common Stock on the
date of such exercise, over (ii) a specified exercise price. The number of shares and the exercise price of the Stock Appreciation
Right shall be determined by the Administrator on the date of grant. The specified exercise price shall not be less than 100% of
the Fair Market Value of such shares of Common Stock on the date of grant of the Stock Appreciation Right. A Stock Appreciation
Right may be granted independent of or in tandem with a previously or contemporaneously granted Option.


 


(b)Term and
Exercisability. The Stock Appreciation Right Agreement shall state when the Stock Appreciation Right becomes exercisable (i.e.,
“vests”). The Participant may exercise the Stock Appreciation Right, in full or in part, upon or after the vesting
date of such Stock Appreciation Right (or portion thereof); provided, however, that the Participant may not exercise a Stock Appreciation
Right after the maximum term of such Stock Appreciation Right, as such term is specified in the Stock Appreciation Right Agreement.


 






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The Administrator may
accelerate the exercisability of any Stock Appreciation Right granted hereunder which is not immediately exercisable as of the
date of grant. If a Stock Appreciation Right is granted in tandem with an Option, the Stock Appreciation Right Agreement shall
set forth the extent to which the exercise of all or a portion of the Stock Appreciation Right shall cancel a corresponding portion
of the Option, and the extent to which the exercise of all or a portion of the Option shall cancel a corresponding portion of the
Stock Appreciation Right.


 


(c)Withholding
Taxes. The Company or its Affiliate shall be entitled to withhold and deduct from any future payments to the Participant all
legally required amounts necessary to satisfy any and all withholding and employment-related taxes attributable to the Participant’s
Stock Appreciation Right, or require the Participant to remit an amount sufficient to satisfy such withholding requirements. In
the event the Participant is required under the Stock Appreciation Right to pay the Company or its Affiliate, or make arrangements
satisfactory to the Company or its Affiliate respecting payment of, such withholding and employment-related taxes, the Administrator
may, in its sole discretion, require the Participant to satisfy such obligation, in whole or in part, by delivering shares of Common
Stock or by electing to have the Company withhold shares of Common Stock otherwise issuable to the Participant as a result of the
exercise of the Stock Appreciation Right. Such shares shall have a Fair Market Value equal to the minimum required tax withholding,
based on the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable
to the supplemental income resulting from such exercise. In no event may the Participant deliver shares, nor may the Company or
any Affiliate withhold shares, having a Fair Market Value in excess of such statutory minimum required tax withholding. The Participant’s
delivery of shares or the withholding of shares for this purpose shall occur on or before the later of (i) the date the Stock Appreciation
Right is exercised, or (ii) the date that the amount of tax to be withheld is determined under applicable tax law.


 


(d)No Rights
as Shareholder. A Participant (or the Participant’s successors) shall have no rights as a shareholder with respect to
any shares covered by a Stock Appreciation Right until the date of the issuance of a stock certificate evidencing such shares;
provided, however, that in lieu of stock certificates, the Company may evidence such shares by a book entry in the records of the
Company or its designated agent (if permitted by the Company’s designated agent and applicable law, as determined by the
Administrator in its sole discretion). No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities
or other property), distributions or other rights for which the record date is prior to the date such stock certificate is actually
issued or such book entry is made (except as otherwise provided in Section 14 of the Plan).


 


(e)Other Provisions.
The Stock Appreciation Right Agreement authorized under this Section 13 shall contain such other provisions as the Administrator
shall deem advisable, including but not limited to any restrictions on the exercise of the Stock Appreciation Right which may be
necessary to comply with Rule 16b-3.


 






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SECTION
14.

RECAPITALIZATION, EXCHANGE,

LIQUIDATION, OR CHANGE OF CONTROL


 


(a)In General.
In the event of an increase or decrease in the number of shares of Common Stock resulting from a stock dividend, stock split, reverse
split, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of
Common Stock effected without receipt of consideration by the Company, other than due to conversion of the convertible securities
of the Company, the Administrator may, in its sole discretion, adjust the class and number of shares of stock reserved under Section
6 of this Plan, the class and number of shares of stock covered by each outstanding Award, and, if and as applicable, the exercise
price per share of each outstanding Award to reflect such change. Additional shares which may become covered by the Award pursuant
to such adjustment shall be subject to the same restrictions as are applicable to the shares with respect to which the adjustment
relates.


 


(b)Liquidation.
Unless otherwise provided in the Agreement evidencing an Award, in the event of a dissolution or liquidation of the Company, the
Administrator may provide for one or both of the following:


 


(i)the acceleration
of the exercisability of any or all outstanding Options or Stock Appreciation Rights, the vesting and payment of any or all Performance
Awards or Restricted Stock Unit Awards, or the lapsing of the risks of forfeiture on any or all Restricted Stock Awards; provided,
however, that no such acceleration, vesting or payment shall occur if the acceleration, vesting or payment would violate the requirements
of Code Section 409A; or


 


(ii)the complete
termination of this Plan and the cancellation of any or all Awards (or portions thereof) which have not been exercised, have not
vested, or remain subject to risks of forfeiture, as applicable, in each case immediately prior to the completion of such a dissolution
or liquidation.


 


(c)Change of
Control. In the event of a Change of Control, all outstanding Awards that are unvested shall vest automatically and without
further action by the Administrator. Unless otherwise provided in the Agreement evidencing an Award, in the event of a Change of
Control, the Administrator may provide for one or more of the following:


 


(i)that the entity
succeeding the Company by reason of such Change of Control, or the parent of such entity, shall assume or continue any or all Awards
(or portions thereof) outstanding immediately prior to the Change of Control or substitute for any or all such Awards (or portions
thereof) a substantially equivalent award with respect to the securities of such successor entity, as determined in accordance
with applicable laws and regulations;


 


(ii)that Participants
holding outstanding Awards shall become entitled to receive, with respect to each share of Common Stock subject to such Award as
of the effective date of any such Change of Control, cash in an amount equal to (1) for Participants holding Options or Stock Appreciation
Rights, the excess of the Fair Market Value of such Common Stock on the date immediately preceding the effective date of such Change
of Control over the exercise price per share of Options or Stock Appreciation Rights; or (2) for Participants holding Awards other
than Options or Stock Appreciation Rights, the Fair Market Value of such Common Stock on the date immediately preceding the effective
date of such Change of Control.


 






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The Administrator need
not take the same action with respect to all Awards (or portions thereof) or with respect to all Participants. In addition, the
Administrator may restrict the rights of or the applicability of this Section 14 to the extent necessary to comply with Section
16(b) of the Exchange Act, the Internal Revenue Code or any other applicable law or regulation. The grant of an Award pursuant
to the Plan shall not limit in any way the right or power of the Company to make adjustments, reclassifications, reorganizations
or changes of its capital or business structure or to merge, exchange or consolidate or to dissolve, liquidate, sell or transfer
all or any part of its business or assets.


 


SECTION
15.

NON-TRANSFERABILITY


 


Except as expressly
provided in this Plan or an Agreement, no Award shall be transferable by the Participant, in whole or in part, other than by will
or by the laws of descent and distribution. If the Participant shall attempt any transfer of any Award, such transfer shall be
void and the Award shall terminate.


 


Notwithstanding anything
in this Section 15 to the contrary, Non-Qualified Stock Options shall be transferable, in whole or in part, by the Participant
by will or by the laws of descent and distribution. In addition, the Administrator may, in its sole discretion, permit the Participant
to transfer any or all Nonqualified Stock Option to any member of the Participant’s “immediate family” as such
term is defined in Rule 16a-1(e) of the Exchange Act, or any successor provision, or to one or more trusts whose beneficiaries
are members of such Participant’s “immediate family” or partnerships in which such family members are the only
partners; provided, however, that the Participant cannot receive any consideration for the transfer and such transferred Nonqualified
Stock Option shall continue to be subject to the same terms and conditions as were applicable to such Nonqualified Stock Option
immediately prior to its transfer.


 


SECTION
16.

INVESTMENT PURPOSE AND SECURITIES COMPLIANCE


 


No shares of Common
Stock shall be issued pursuant to the Plan unless and until there has been compliance, in the opinion of Company’s counsel,
with all applicable legal requirements, including without limitation, those relating to securities laws and stock exchange listing
requirements. As a condition to the issuance of Common Stock to Participant, the Administrator may require Participant to (a) represent
that the shares of Common Stock are being acquired for investment and not resale and to make such other representations as the
Administrator shall deem necessary or appropriate to qualify the issuance of the shares as exempt from the Securities Act of 1933
and any other applicable securities laws, and (b) represent that Participant shall not dispose of the shares of Common Stock in
violation of the Securities Act of 1933 or any other applicable securities laws.


 






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As a further condition
to the grant of any Option or the issuance of Common Stock to a Participant, the Participant agrees to the following:


 


(a)In the event
the Company advises the Participant that it plans an underwritten public offering of its Common Stock in compliance with the Securities
Act of 1933, as amended, the Participant will execute any lock-up agreement the Company and the underwriter(s) deem necessary or
appropriate, in their sole discretion, in connection with such public offering.


 


(b)In the event
the Company makes any public offering of its securities and determines in its sole discretion that it is necessary to reduce the
number of outstanding Awards so as to comply with any state’s securities or Blue Sky law limitations with respect thereto,
the Board of Directors of the Company shall have the right (i) to accelerate the exercisability of any Award and the date on which
such Award must be exercised or remove the risks of forfeiture to which the Award is subject, provided that the Company gives Participant
prior written notice of such acceleration or removal, and (ii) to cancel any outstanding Awards (or portions thereof) which Participant
does not exercise prior to or contemporaneously with such public offering.


 


(c)In the event
of a Change of Control, Participant will comply with Rule 145 of the Securities Act of 1933 and any other restrictions imposed
under other applicable legal or accounting principles if Participant is an “affiliate” (as defined in such applicable
legal and accounting principles) at the time of the Change of Control, and Participant will execute any documents necessary to
ensure compliance with such rules.


 


The Company reserves
the right to place a legend on any stock certificate (or a notation on any book entry shares permitted by the Administrator) issued
in connection with an Award pursuant to the Plan to assure compliance with this Section 16.


 


The Company shall not
be required to register or maintain the registration of the Plan, any Award, or any Common Stock issued or issuable pursuant to
the Plan under the Securities Act of 1933 or any other applicable securities laws. If the Company is unable to obtain the authority
that the Company or its counsel deems necessary for the lawful issuance and sale of Common Stock under the Plan, the Company shall
not be liable for the failure to issue and sell Common Stock upon the exercise, vesting, or lapse of restrictions of forfeiture
of an Award unless and until such authority is obtained. A Participant shall not be eligible for the grant of an Award or the issuance
of Common Stock pursuant to an Award if such grant or issuance would violate any applicable securities law.


 


SECTION
17.

AMENDMENT OF THE PLAN


 


The Board may from
time to time, insofar as permitted by law, suspend or discontinue the Plan or revise or amend it in any respect; provided, however,
that no such suspension, termination, revision, or amendment, except as is authorized in Section 14, shall impair the terms and
conditions of any Award which is outstanding on the date of such suspension, termination, revision, or amendment to the material
detriment of the Participant without the consent of the Participant. Notwithstanding the foregoing, except as provided in Section
14 of this Plan, to the extent required by applicable law or regulation, the Board may not, without shareholder approval, revise
or amend the Plan (i) to materially increase the number of shares subject to the Plan, (ii) to change the designation of Participants,
including the class of Employees, eligible to receive Awards, (iii) to decrease the price at which Options or Stock Appreciation
Rights may be granted, (iv) to cancel Options or Stock Appreciation Rights that have an exercise price in excess of the Fair Market
Value of the Common Stock, (v) to materially increase the benefits accruing to Participants under the Plan, or (vi) in any manner
that will cause Incentive Stock Options to fail to meet the requirements of Code Section 422.


 






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To the extent applicable,
this Plan and all Agreements shall be interpreted in accordance with the requirements of Code Sections 409A and 422 and the regulations,
notices, and other guidance of general applicability issued thereunder. Furthermore, notwithstanding anything in the Plan or any
Agreement to the contrary, the Board may amend the Plan or Agreement to the extent necessary or desirable to comply with such requirements
without the consent of the Participant.


 


SECTION
18.

NO OBLIGATION TO EXERCISE OPTION;

NO EMPLOYMENT OR OTHER SERVICE RIGHTS


 


The granting of an
Option or Stock Appreciation Right shall impose no obligation upon the Participant to exercise such Option or Stock Appreciation
Right. Further, the granting of an Award hereunder shall not impose upon the Company or any Affiliate any obligation to retain
the Participant in its employ or service for any period.


 


SECTION
19.

MISCELLANEOUS


 


(a)Issuance
of Shares. The Company is not required to issue or remove restrictions on shares of Common Stock granted pursuant to the Plan
until the Administrator determines that: (i) all conditions of the Award have been satisfied, (ii) all legal matters in connection
with the issuance have been satisfied, and (iii) the Participant has executed and delivered to the Company such representations
or agreements as the Administrator may consider appropriate, in its sole discretion, to satisfy the requirements of any applicable
law or regulation.


 


(b)Choice of
Law. The law of the state of Delaware shall govern all questions concerning the construction, validity, and interpretation
of this Plan, without regard to that state’s conflict of laws rules.


 


(c)Severability.
In the event that any provision of this Plan shall be held illegal or invalid for any reason, such illegality or invalidity shall
not affect the remaining provisions of this Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision
had not been included.


 


(d)No Duty to
Notify. The Company shall have no duty or obligation to any Participant to advise such Participant as to the time and manner
of exercising an Award or as to the pending termination or expiration of such Award. In addition, the Company has no duty or obligation
to minimize the tax consequences of an Award to the Participant.


 








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