Exhibit 10.1


 


 


AMENDED AND RESTATED AMERICAN CARESOURCE HOLDINGS, INC.


 


2009 EQUITY INCENTIVE PLAN


 


American CareSource Holdings, Inc., a Delaware
corporation (the “Company”), hereby adopts this Amended and Restated American CareSource Holdings, Inc. 2009 Equity
Incentive Plan, effective March 31, 2015, subject to approval of the Company's stockholders, which amends and restates the American
CareSource Holdings, Inc. 2009 Equity Incentive Plan, as amended and restated effective April 28, 2014 (as hereby amended and restated,
the "Plan").  The terms of the Plan, as so amended and restated, are as follows:


 


Article 1.


 


Objectives and Duration


 


1.1 Purposes of the Plan. The purposes of this
Plan are (a) to recognize and compensate selected employees, Non-Employee Directors and Consultants who contribute to the success
of the Company and the Subsidiaries, (b) to attract and retain employees, Non-Employee Directors and Consultants, and (c) to provide
incentive compensation to employees, Non-Employee Directors and Consultants based upon the performance of the Company and the Subsidiaries.


 


1.2 Duration of the Plan. The Plan shall remain
in effect, subject to the right of the Board of Directors of the Company (“Board”) to amend or terminate the Plan at
any time pursuant to Article 13 hereof, until March 10, 2019 with respect to the initial 500,000 shares authorized for issuance
under the American CareSource Holdings, Inc. 2009 Equity Incentive Plan and until April 28, 2024 with respect to the additional
1,500,000 shares authorized under the American CareSource Holdings, Inc. 2009 Equity Incentive Plan, as amended and restated effective
April 28, 2014. If earlier, the Plan shall terminate on the date all Shares subject to the Plan shall have been purchased or acquired
and the restrictions on all Restricted Stock and Restricted Stock Units, and deferred periods on all Deferred Stock Units, granted
under the Plan shall have lapsed, according to the Plan’s provisions.


 


Article 2.


 


Definitions


 


Whenever used in the Plan, the following terms
shall have the meanings set forth below:


 


2.1 “Award” means Options (including
non-qualified options and Incentive Stock Options and Director Options), Restricted Shares, Restricted Stock Units, Deferred Stock
Units, Performance Units (which may be paid in cash), Performance Shares, Deferred Stock, Dividend Equivalents, or Other Stock-Based
Awards granted under the Plan.


 


2.2 “Award Agreement” means the written
agreement by which an Award shall be evidenced.


 


2.3 “CEO” means the Chief Executive
Officer of the Company.


 


2.4 "Board" means the Board of Directors
of the Company.


 


2.5 "Company" means American CareSource
Holdings, Inc. or any business organization that succeeds to all or substantially all of its business, whether by virtue of a purchase,
merger, consolidation or otherwise.


 


2.6 “COO” means the Chief Operating
Officer of the Company.


 



    


     


    




2.7 “Code” means the Internal Revenue
Code of 1986, as amended from time to time. References to a particular section of the Code include references to regulations and
rulings thereunder and to successor provisions.


 


2.9 “Committee” or “Stock Option
Committee” has the meaning set forth in Section 3.1.


 


2.10 “Common Stock” means the common
stock, $0.01 par value, of the Company.


 


2.11 “Covered Employee” means a Participant
who, as of the last day of the fiscal year in which the value of an Award is recognizable as income for federal income tax purposes,
is one of the group of “covered employees,” within the meaning of Code Section 162(m), with respect to the Company.


   


2.12 “Deferred Stock” means a right, granted under Section
10.1 to receive Shares at the end of a specified deferral period.


 


2.13 "Deferred Stock Unit" means a right to receive shares
awarded under Article 8.


 


2.14 “Disability” means, unless otherwise defined in an
Award Agreement, or as otherwise determined under procedures established by the Committee for purposes of the Plan, a disability
within the meaning of Section 22(e)(3) of the Code.


 


2.15 “Dividend Equivalent” means
a right to receive payments equal to dividends or property, if and when paid or distributed, on a specified number of Shares.


 


2.16 “Effective Date” means March
10, 2009 with respect to the initial 500,000 shares authorized for issuance under the Plan and April 28, 2014 with respect to the
additional 1,500,000 shares authorized under the Plan.


 


2.17 “Eligible Person” means any
employee (including any officer and employed director) of, or non-employee consultant to, or Non-Employee Director of, the Company
or any Subsidiary, or potential employee (including a potential officer) of, or non-employee consultant to, the Company or any
Subsidiary; provided, however, that solely with respect to the grant of an Incentive Stock Option an “Eligible Person”
shall be any employee (including any officer) of the Company or any Subsidiary.


 


2.18 “Exchange Act” means the Securities
Exchange Act of 1934, as amended from time to time. References to a particular section of the Exchange Act include references to
successor provisions.


 


2.19 “Fair Market Value” means (a)
with respect to any property other than Shares, the fair market value of such property determined by such methods or procedures
as shall be established from time to time by the Committee, and (b) with respect to Shares, unless otherwise determined in the
good faith discretion of the Committee, as of a given date, (i) the closing sales price of the Shares on any national securities
exchange on which the Shares are principally traded, or, if no Shares are traded on any such exchange on such date, then on the
next preceding date on which any Shares were traded on such exchange or (ii) if no such prices are available, the average of the
high bid and low asked quotations in the over-the-counter market as reported by the National Quotation Bureau Incorporated or similar
organization; or (iii) in the event that there shall be no public market for the Shares, the fair market value of the Shares as
determined (which determination shall be conclusive) in good faith by the Committee.


 


2.20 "Grant Date” means the date on
which an Award is granted or, in the case of a grant to an Eligible Person, such later date as specified in advance by the Committee.


 


2.21 "Immediate Family" has the meaning
set forth in Section 5.4(c).


 



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2.22 "Incentive Stock Option” means an Option that is intended
to meet the requirements of Section 422 of the Code.


 


2.23 "including” or “includes” means “including,
without limitation,” or “includes, without limitation,” respectively.


 


2.24 "Management Committee” has the meaning set forth in
Section 3.1(b).


 


2.25 "Non-Employee Director” means a member of the Board
who is not an employee of the Company or any Subsidiary.


 


2.26 "Option Price” means the price at which a Share may
be purchased by a Participant pursuant to an Option.


 


2.27 "Option Term” means the period beginning on the Grant
Date of an Option and ending on the date such Option expires, terminates or is canceled.


 


2.28 "Option” means an option granted under Article 6 of
the Plan.


 


2.29 "Other Stock-Based Award” means a right, granted under
Article 12 hereof, that relates to or is valued by reference to Shares or other Awards relating to Shares.


 


2.30 "Participant” means a person who has been granted
an Award.


   


2.31 "Performance Measures” has the meaning set forth in
Section 4.4.


 


2.32 "Performance Period” means the time period during
which performance goals must be met.


 


2.33 "Performance Share” and “Performance Unit”
have the respective meanings set forth in Article 9.


 


2.34 "Performance-Based Exception”
means the performance-based exception from the tax deductibility limitations of Code Section 162(m) contained in Code Section 162(m)(4)(C)
(including the special provisions for options thereunder).


 


2.35 "Period of Restriction” means
the period during which Restricted Shares or Restricted Stock Units are subject to forfeiture if the conditions specified in the
Award Agreement are not satisfied.


 


2.36 "Person” means any individual,
sole proprietorship, partnership, joint venture, limited liability company, trust, unincorporated organization, association, corporation,
institution, public benefit corporation, entity or government instrumentality, division, agency, body or department.


 


2.37 "Restricted Shares” means Shares
that are both subject to forfeiture and are nontransferable if the Participant does not satisfy the conditions specified in the
Award Agreement applicable to such Shares.


 


2.38 "Restricted Stock Unit" shall
mean a right to receive Shares awarded under Article 8.


 


2.39 "Rule 16b-3” means Rule 16b-3
promulgated by the SEC under the Exchange Act, as amended from time to time, together with any successor rule.


 


2.40 "SEC” means the United States
Securities and Exchange Commission, or any successor thereto.


 



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2.41 "Section 16 Non-Employee Director”
means a member of the Board who satisfies the requirements to qualify as a “non-employee director” under Rule 16b-3.


 


2.42 "Section 16 Person” means a person
who is subject to potential liability under Section 16(b) of the Exchange Act with respect to transactions involving equity securities
of the Company.


 


2.43 "Share” means a share of Common
Stock, and such other securities of the Company as may be substituted or resubstituted for Shares pursuant to Section 4.2 hereof.


 


2.44 "Subsidiary” means an entity
in an unbroken chain beginning with the Company if each of the entities other than the last entity in the unbroken chain owns 50%
or more of the total combined voting power of all classes of equity in one of the other entities in such chain.


 


2.45 "Termination of Affiliation”
occurs on the first day on which an individual is for any reason no longer providing services to the Company or any Subsidiary
in the capacity of an employee, officer or consultant or with respect to an individual who is an employee or officer of or a consultant
to an Subsidiary, the first day on which such entity ceases to be a Subsidiary of the Company.


 


 


Article 3.


 


Administration


 


3.1 Committee.


 


(a) Subject to Article 13 and to Section 3.2,
the Plan shall be administered by a Committee (the “Stock Option Committee” or the “Committee”) appointed
by the Board from time to time. Notwithstanding the foregoing, either the Board or the compensation committee of the Board (the
“Compensation Committee”) may at any time and in one or more instances reserve administrative powers to itself as the
Committee or exercise any of the administrative powers of the Committee. To the extent the Board or Compensation Committee considers
it desirable to comply with Rule 16b-3 or meet the Performance-Based Exception, the Committee shall consist of two or more directors
of the Company, all of whom qualify as “outside directors” within the meaning of Code Section 162(m) and Section 16
Non-Employee Directors. The number of members of the Committee shall from time to time be increased or decreased, and shall be
subject to such conditions, in each case if and to the extent the Board deems it appropriate to permit transactions in Shares pursuant
to the Plan to satisfy such conditions of Rule 16b-3 and the Performance-Based Exception as then in effect.


   


(b) The Board or the Compensation Committee may
appoint and delegate to another committee (“Management Committee”), to the CEO, or to the COO, any or all of the authority
of the Board or the Committee, as applicable, with respect to Awards to Participants other than Participants who are executive
officers, Non-Employee Directors, or are (or are expected to be) Covered Employees and/or are Section 16 Persons at the time any
such delegated authority is exercised. As of the Effective Date, the authority of the Committee with respect to Awards to Participants
other than Non-Employee Directors and senior vice presidents or higher ranking officers of the Company or any Subsidiary shall
be delegated to the CEO and the COO. This delegation shall remain in effect until such time as the Board or the Compensation Committee
rescinds or modifies such delegation.


 


(c) Unless the context requires otherwise, any
references herein to “Committee” include references to the Stock Option Committee, to the Board or Compensation Committee
to the extent either has assumed or exercises administrative powers itself as the Committee pursuant to subsection (a), and the
Management Committee, the CEO or the COO to the extent they have been delegated authority pursuant to subsection (b), as applicable;
provided that for purposes of Awards intended to comply with Rule 16b-3 or meet the Performance-Based Exception, “Committee”
shall include only the Stock Option Committee or the Compensation Committee.


 



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3.2 Powers of Committee. Subject to and consistent
with the provisions of the Plan, the Committee has full and final authority and sole discretion as follows:


 


(a) to determine when, to whom and in what types
and amounts Awards should be granted;


 


(b) to grant Awards to Eligible Persons in any
number, and to determine the terms and conditions applicable to each Award (including the number of Shares or the amount of cash
or other property to which an Award will relate, any exercise price, grant price or purchase price, any limitation or restriction,
any schedule for or performance conditions relating to the earning of the Award or the lapse of limitations, forfeiture restrictions,
restrictions on exercisability or transferability, any performance goals including those relating to the Company and/or a Subsidiary
and/or any division thereof and/or an individual, and/or vesting based on the passage of time, based in each case on such considerations
as the Committee shall determine);


 


(c) to determine the benefit payable under any
Performance Unit, Performance Share, Dividend Equivalent, or Other Stock-Based Award and to determine whether any performance or
vesting conditions have been satisfied;


 


(d) to determine whether or not specific Awards
shall be granted in connection with other specific Awards, and if so, whether they shall be exercisable cumulatively with, or alternatively
to, such other specific Awards and all other matters to be determined in connection with an Award;


 


(e) to determine the Option Term;


 


(f) to determine the amount, if any, that a Participant
shall pay for Restricted Shares or Restricted Stock Units, whether to permit or require the payment of cash dividends thereon to
be deferred and the terms related thereto, when Restricted Shares (including Restricted Shares acquired upon the exercise of an
Option) or Restricted Stock Units shall be forfeited and whether Restricted Shares shall be held in escrow;


 


(g) to determine whether, to what extent and
under what circumstances an Award may be settled in, or the exercise price of an Award may be paid in, cash, Shares, other Awards
or other property, or an Award may be accelerated, vested, canceled, forfeited or surrendered or any terms of the Award may be
waived, and to accelerate the exercisability of, and to accelerate or waive any or all of the terms and conditions applicable to,
any Award or any group of Awards for any reason and at any time;


 


(h) to determine with respect to Awards granted
to Eligible Persons whether, to what extent and under what circumstances cash, Shares, other Awards, other property and other amounts
payable with respect to an Award will be deferred, either at the election of the Participant or if and to the extent specified
in the Award Agreement automatically or at the election of the Committee (whether to limit loss of deductions pursuant to Code
Section 162(m) or otherwise);


 


(i) to offer to exchange or buy out any previously
granted Award for a payment in cash, Shares or other Award;


 


(j) to construe and interpret the Plan and to
make all determinations, including factual determinations, necessary or advisable for the administration of the Plan;


 


(k) to make, amend, suspend, waive and rescind
rules and regulations relating to the Plan;


 


(l) to appoint such agents as the Committee may deem necessary or
advisable to administer the Plan;


 


(m) to determine the terms and conditions of
all Award Agreements applicable to Eligible Persons (which need not be identical) and, with the consent of the Participant, to
amend any such Award Agreement at any time, among other things, to permit transfers of such Awards to the extent permitted by the
Plan; provided that the consent of the Participant shall not be required for any amendment (i) which does not adversely affect
the rights of the Participant, or (ii) which is necessary or advisable (as determined by the Committee) to carry out the purpose
of the Award as a result of any new applicable law or change in an existing applicable law, or (iii) to the extent the Award Agreement
specifically permits amendment without consent;


 



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(n) to cancel, with the consent of the Participant,
outstanding Awards and to grant new Awards in substitution therefor;


 


(o) to impose such additional terms and conditions
upon the grant, exercise or retention of Awards as the Committee may, before or concurrently with the grant thereof, deem appropriate,
including limiting the percentage of Awards which may from time to time be exercised by a Participant;


 


(p) to make adjustments in the terms and conditions
of, and the criteria in, Awards in recognition of unusual or nonrecurring events (including events described in Section 4.2) affecting
the Company or a Subsidiary or the financial statements of the Company or a Subsidiary in response to changes in applicable laws,
regulations or accounting principles; provided, however, that in no event shall such adjustment increase the value of an Award
for a person expected to be a Covered Employee for whom the Committee desires to have the Performance-Based Exception apply;


 


(q) to correct any defect or supply any omission
or reconcile any inconsistency, and to construe and interpret the Plan, the rules and regulations, and Award Agreement or any other
instrument entered into or relating to an Award under the Plan; and


 


(r) to take any other action with respect to
any matters relating to the Plan for which it is responsible and to make all other decisions and determinations as may be required
under the terms of the Plan or as the Committee may deem necessary or advisable for the administration of the Plan.


 


Any action of the Committee with respect to the
Plan shall be final, conclusive and binding on all persons, including the Company, its Subsidiaries, any Participant, any person
claiming any rights under the Plan from or through any Participant, and stockholders, except to the extent the Committee may subsequently
modify, or take further action not consistent with, its prior action. If not specified in the Plan, the time at which the Committee
must or may make any determination shall be determined by the Committee, and any such determination may thereafter be modified
by the Committee. The express grant of any specific power to the Committee, and the taking of any action by the Committee, shall
not be construed as limiting any power or authority of the Committee. The Committee may delegate to officers or managers of the
Company or any Subsidiary the authority, subject to such terms as the Committee shall determine, to perform specified functions
under the Plan (subject to Sections 4.3 and 5.7(c)).


 


Article 4.


 


Shares Subject to the Plan, Maximum Awards, and 162(m) Compliance


 


4.1 Number of Shares Available for Grants. The Plan originally provided
for the issuance of a maximum of 1,500,000 shares, which was restated to 500,000 shares to effect a 1-for-3 reverse stock split,
effective September 4, 2012, pursuant to Section 4.2. Effective as of April 28, 2014, an additional 1,500,000 shares were authorized
for issuance under the Plan. All shares authorized for issuance under the plan are subject to adjustment as provided in Section
4.2, and subject to the limitations of Section 5.6(b).


 


If any Shares subject to an Award granted hereunder
are forfeited or such Award otherwise terminates without the delivery of such Shares, the Shares subject to such Award, to the
extent of any such forfeiture or termination, shall again be available for grant under the Plan. If any Shares subject to an Award
granted hereunder are withheld or applied as payment in connection with the exercise of an Award or the withholding or payment
of taxes related thereto (“Returned Shares”), such Returned Shares shall again be available for grant under the Plan.


 



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The Committee shall from time to time determine
the appropriate methodology for calculating the number of Shares to which an Award relates pursuant to the Plan.


   


Shares delivered pursuant to the Plan may be,
in whole or in part, authorized and unissued Shares, or treasury Shares, including Shares repurchased by the Company for purposes
of the Plan.


 


4.2 Adjustments in Authorized Shares and Awards.
In the event that the Committee determines that any dividend or other distribution (whether in the form of cash, Shares, or other
property), recapitalization, forward or reverse stock split, subdivision, consolidation or reduction of capital, reorganization,
merger, consolidation, scheme of arrangement, split-up, spin-off or combination involving the Company or repurchase or exchange
of Shares or other securities of the Company or other rights to purchase Shares or other securities of the Company, or other similar
corporate transaction or event affects the Shares such that any adjustment is determined by the Committee to be appropriate in
order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then
the Committee shall, in such manner as it may deem equitable, adjust any or all of (a) the number and type of Shares (or other
securities or property) with respect to which Awards may be granted, (b) the number and type of Shares (or other securities or
property) subject to outstanding Awards, (c) the grant or exercise price with respect to any Award or, if deemed appropriate, make
provision for a cash payment to the holder of an outstanding Award, (d) the number and kind of Shares of outstanding Restricted
Shares or relating to any other outstanding Award in connection with which Shares are subject, and (e) the number of Shares with
respect to which Awards may be granted to a Participant, as set forth in Section 4.3; provided in each case, that with respect
to Stock Options, no such adjustment shall be authorized to the extent that such adjustment would cause the Option (determined
as if such Option was an Incentive Stock Option) to violate Section 424(a) of the Code; and provided further that the number of
Shares subject to any Award denominated in Shares shall always be a whole number.


 


4.3 Compliance with Section 162(m) of the Code.
To the extent the Committee determines that compliance with the Performance-Based Exception is desirable, the following shall apply:


 


(a) Section 162(m) Compliance. All Awards granted
to persons the Committee believes likely to be Covered Employees shall comply with the requirements of the Performance-Based Exception;
provided, however, that to the extent Code Section 162(m) requires periodic stockholder approval of performance measures, such
approval shall not be required for the continuation of the Plan or as a condition to grant any Award hereunder after such approval
is required. In addition, in the event that changes are made to Code Section 162(m) to permit flexibility with respect to the Award
or Awards available under the Plan, the Committee may, subject to this Section 4.3, make any adjustments to such Awards as it deems
appropriate.


 


(b) Annual Individual Limitations. No Participant
may be granted Awards (other than Awards that cannot be satisfied in Shares) with respect to more than 850,000 Shares, subject
to adjustment as provided in Section 4.2 and except as otherwise provided in Section 5.6(b). The maximum potential value of Awards
to be settled in cash or property (other than Shares) that may be granted with respect to any calendar year to any Participant
expected to be a Covered Employee (regardless of when such Award is settled) shall not exceed $5,000,000. (Thus, Awards that accrue
over more than one calendar year (or fiscal year) may exceed the one-year grant limit in the prior sentence at the time of payment
or settlement.)


 


4.4 Performance-Based Exception Under Section
162(m). Unless and until the Committee proposes for stockholder vote and stockholders approve a change in the general performance
measures set forth in this Section 4.4, for Awards (other than Options) designed to qualify for the Performance-Based Exception,
the objective Performance Measure(s) shall be chosen from among the following:


 


(a) Earnings (either in the aggregate or on a
per-share basis);


 


(b) Net income or loss;


 


(c) Operating income or loss;


 



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(d) Operating profit;


 


(e) Cash flow (as modified or adjusted for purposes
of reporting cash flow in accordance with industry practice);


 


(f) Stockholder returns (including return on assets, investments,
equity, or gross sales) (including in-come applicable to common stockholders or other class of stockholders);


 


(g) Return measures (including return on assets, equity, or sales);


 


(h) Earnings before or after either, or any combination
of, interest, taxes, depreciation or amortization (EBITDA) (as modified or adjusted for purposes of reporting EBITDA in accordance
with industry practice);


 


(i) Gross revenues;


 


(j) Share price (including growth measures and
total stockholder return or attainment by the Shares of a specified value for a specified period of time);


 


(k) Reductions in expense levels in each case,
where applicable, determined either on a Company-wide basis or in respect of any one or more business units;


 


(l) Net economic value;


 


(m) Market share;


 


(n) Annual net income to Common Stock;


 


(o) Annual cash flow provided by operations;


 


(p) Changes in annual revenues;


 


(q) Strategic business criteria, consisting of
one or more objectives based on meeting specified revenue, market penetration, geographic business expansion goals, objectively
identified project milestones, production volume levels, cost targets, and goals relating to acquisitions or divestitures;


 


(r) Economic value added;


 


(s) Sales;


 


(t) Costs;


 


(u) Results of customer satisfaction surveys;


 


(v) Aggregate product price and other product
price measures;


 


(w) Safety record;


 


(x) Service reliability;


 


(y) Operating and maintenance cost management;


 



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(z) Debt rating; and/or


 


(aa) Achievement of business or operational goals
such as market share and/or business development;


 


provided that applicable performance measures
may be applied on a pre- or post-tax basis; and provided further that the Committee may, on the Grant Date of an Award intended
to comply with the Performance-Based Exception, and in the case of other grants, at any time, provide that the formula for such
Award may include or exclude items to measure specific objectives, such as losses from discontinued operations, extraordinary gains
or losses, the cumulative effect of accounting changes, acquisitions or divestitures, foreign exchange impacts and any unusual,
nonrecurring gain or loss. For Awards intended to comply with the Performance-Based Exception, the Committee shall set the Performance
Measures within the time period prescribed by Section 162(m) of the Code. The levels of performance required with respect to Performance
Measures may be expressed in absolute or relative levels and may be based upon a set increase, set positive result, maintenance
of the status quo, set decrease or set negative result. Performance Measures may differ for Awards to different Participants. The
Committee shall specify the weighting (which may be the same or different for multiple objectives) to be given to each performance
objective for purposes of determining the final amount payable with respect to any such Award. Any one or more of the Performance
Measures may apply to the Participant, a department, unit, division or function within the Company or any one or more Subsidiaries;
and may apply either alone or relative to the performance of other businesses or individuals (including industry or general market
indices).


 


The Committee shall have the discretion to adjust
the determinations of the degree of attainment of the pre-established performance goals; provided, however, that Awards which are
designed to qualify for the Performance-Based Exception may not (unless the Committee determines to amend the Award so that it
no longer qualified for the Performance-Based Exception) be adjusted upward (the Committee shall retain the discretion to adjust
such Awards downward). The Committee may not, unless the Committee determines to amend the Award so that it no longer qualifies
for the Performance-Based Exception, delegate any responsibility with respect to Awards intended to qualify for the Performance-Based
Exception. All determinations by the Committee as to the achievement of the Performance Measure(s) shall be in writing prior to
payment of the Award.


  


In the event that applicable laws change to permit
Committee discretion to alter the governing performance measures without obtaining stockholder approval of such changes, and still
qualify for the Performance-Based Exception, the Committee shall have sole discretion to make such changes without obtaining stockholder
approval.


 


Article 5.


 


Eligibility and General Conditions of Awards


 


5.1 Eligibility. The Committee may in its discretion
grant Awards to any Eligible Person, whether or not he or she has previously received an Award.


 


5.2 Award Agreement. To the extent not set forth
in the Plan, the terms and conditions of each Award shall be set forth in an Award Agreement.


 


5.3 General Terms and Termination of Affiliation.
The Committee may impose on any Award or the exercise or settlement thereof, at the date of grant or, subject to the provisions
of Section 13.2, thereafter, such additional terms and conditions not inconsistent with the provisions of the Plan as the Committee
shall determine, including terms requiring forfeiture, acceleration or pro-rata acceleration of Awards in the event of a Termination
of Affiliation by the Participant. Except as may be required under the Delaware General Corporation Law, Awards may be granted
for no consideration other than prior and future services. Except as otherwise determined by the Committee pursuant to this Section
5.3, all Options that have not been exercised, or any other Awards that remain subject to a risk of forfeiture or which are not
otherwise vested, or which have outstanding Performance Periods, at the time of a Termination of Affiliation shall be forfeited
to the Company.


 



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5.4 Nontransferability of Awards.


 


(a) Each Award and each right under any Award
shall be exercisable only by the Participant during the Participant’s lifetime, or, if permissible under applicable law,
by the Participant’s guardian or legal representative or by a transferee receiving such Award pursuant to a qualified domestic
relations order (a “QDRO”) as defined in the Code or Title I of the Employee Retirement Income Security Act of 1974
as amended, or the rules thereunder.


 


(b) No Award (prior to the time, if applicable,
Shares are delivered in respect of such Award), and no right under any Award, may be assigned, alienated, pledged, attached, sold
or otherwise transferred or encumbered by a Participant otherwise than by will or by the laws of descent and distribution (or in
the case of Restricted Shares, to the Company) or pursuant to a QDRO, and any such purported assignment, alienation, pledge, attachment,
sale, transfer or encumbrance shall be void and unenforceable against the Company or any Subsidiary; provided that the designation
of a beneficiary to receive benefits in the event of the Participant’s death shall not constitute an assignment, alienation,
pledge, attachment, sale, transfer or encumbrance.


 


(c) Notwithstanding subsections (a) and (b) above,
to the extent provided in the Award Agreement, Awards other than Incentive Stock Options and Deferred Stock may be transferred,
without consideration, to a Permitted Transferee. For this purpose, a “Permitted Transferee” in respect of any Participant
means any member of the Immediate Family of such Participant, any trust of which all of the primary beneficiaries are such Participant
or members of his or her Immediate Family, or any partnership (including limited liability companies and similar entities) of which
all of the partners or members are such Participant or members of his or her Immediate Family; and the term "Immediate Family”
of a Participant means the Participant’s spouse, children, stepchildren, grandchildren, parents, stepparents, siblings, grandparents,
nieces and nephews. Such Award may be exercised by such transferee in accordance with the terms of such Award. If so determined
by the Committee, a Participant may, in the manner established by the Committee, designate a beneficiary or beneficiaries to exercise
the rights of the Participant, and to receive any distribution with respect to any Award upon the death of the Participant. A transferee,
beneficiary, guardian, legal representative or other person claiming any rights under the Plan from or through any Participant
shall be subject to and consistent with the provisions of the Plan and any applicable Award Agreement, except to the extent the
Plan and Award Agreement otherwise provide with respect to such persons, and to any additional restrictions or limitations deemed
necessary or appropriate by the Committee.


 


 (d) Nothing herein shall be construed as requiring the Committee
to honor a QDRO except to the extent required under applicable law.


 


5.5 Cancellation and Rescission of Awards. Unless
the Award Agreement specifies otherwise, the Committee may cancel, rescind, suspend, withhold, or otherwise limit or restrict any
unexercised Award at any time if the Participant is not in compliance with all applicable provisions of the Award Agreement and
the Plan or if the Participant has a Termination of Affiliation.


 


5.6 Stand-Alone, Tandem and Substitute Awards.


 


(a) Awards granted under the Plan may, in the
discretion of the Committee, be granted either alone or in addition to, in tandem with, or in substitution for, any other Award
granted under the Plan unless such tandem or substitution Award would subject the Participant to tax penalties imposed under Section
409A of the Code; provided further that if the stand-alone, tandem or substitute Award is intended to qualify for the Performance-Based
Exception, it must separately satisfy the requirements of the Performance-Based Exception. If an Award is granted in substitution
for another Award or any non-Plan award or benefit, the Committee shall require the surrender of such other Award or non-Plan award
or benefit in consideration for the grant of the new Award. Awards granted in addition to or in tandem with other Awards or non-Plan
awards or benefits may be granted either at the same time as or at a different time from the grant of such other Awards or non-Plan
awards or benefits.


 


(b) The Committee may, in its discretion and
on such terms and conditions as the Committee considers appropriate in the circumstances, grant Awards under the Plan (“Substitute
Awards”) in substitution for stock and stock-based awards (“Acquired Entity Awards”) held by employees of or
consultants to another corporation or entity who become Eligible Persons as the result of a merger or consolidation of the employing
corporation or other entity (the “Acquired Entity”) with the Company or a Subsidiary or the acquisition by the Company
or a Subsidiary of property or stock of the Acquired Entity immediately prior to such merger, consolidation or acquisition in order
to preserve for the Participant the economic value of all or a portion of such Acquired Entity Award at such price as the Committee
determines necessary to achieve preservation of economic value. The limitations of Sections 4.1 and 4.3 on the number of Shares
reserved or available for grants shall not apply to Substitute Awards granted under this subsection (b).


 



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5.7 Compliance with Rule 16b-3.


 


(a) Six-Month Holding Period Advice. Unless a
Participant could otherwise dispose of or exercise a derivative security or dispose of Shares delivered under the Plan without
incurring liability under Section 16(b) of the Exchange Act, the Committee may advise or require a Participant to comply with the
following in order to avoid incurring liability under Section 16(b): (i) at least six months must elapse from the date of acquisition
of a derivative security under the Plan to the date of disposition of the derivative security (other than upon exercise or conversion)
or its underlying equity security, and (ii) Shares granted or awarded under the Plan other than upon exercise or conversion of
a derivative security must be held for at least six months from the date of grant of an Award.


 


(b) Reformation to Comply with Exchange Act Rules.
To the extent the Committee determines that a grant or other transaction by a Section 16 Person should comply with applicable provisions
of Rule 16b-3 (except for transactions exempted under alternative Exchange Act rules), the Committee shall take such actions as
necessary to make such grant or other transaction so comply, and if any provision of this Plan or any Award Agreement relating
to a given Award does not comply with the requirements of Rule 16b-3 as then applicable to any such grant or transaction, such
provision will be construed or deemed amended, if the Committee so determines, to the extent necessary to conform to the then applicable
requirements of Rule 16b-3.


 


(c) Rule 16b-3 Administration. Any function relating
to a Section 16 Person shall be performed solely by the Committee or the Board if necessary to ensure compliance with applicable
requirements of Rule 16b-3, to the extent the Committee determines that such compliance is desired. Each member of the Committee
or person acting on behalf of the Committee shall be entitled to, in good faith, rely or act upon any report or other information
furnished to him by any officer, manager or other employee of the Company or any Subsidiary, the Company’s independent certified
public accountants or any executive compensation consultant or attorney or other professional retained by the Company to assist
in the administration of the Plan.


   


5.8 Deferral of Award Payouts. The Committee
may permit a Participant to defer, or if and to the extent specified in an Award Agreement require the Participant to defer, receipt
of the payment of cash or the delivery of Shares that would otherwise be due by virtue of the lapse or waiver of restrictions with
respect to Restricted Shares or Restricted Stock Units, the satisfaction of any requirements or goals with respect to Performance
Units or Performance Shares, the lapse or waiver of the deferral period for Deferred Stock Units or Deferred Stock, or the lapse
or waiver of restrictions with respect to Other Stock-Based Awards. If the Committee permits such deferrals, the Committee shall
establish rules and procedures for making such deferral elections and for the payment of such deferrals, which shall conform in
form and substance with applicable regulations promulgated under Section 409A of the Code to ensure that the Participant is not
subjected to tax penalties under Section 409A of the Code with respect to such deferrals. Except as otherwise provided in an Award
Agreement, any payment or any Shares that are subject to such deferral shall be made or delivered to the Participant as specified
in the Award Agreement or pursuant to the Participant’s deferral election.


 


Article 6.


 


Stock Options


 


6.1 Grant of Options. Subject to and consistent
with the provisions of the Plan, Options may be granted to any Eligible Person in such number, and upon such terms, and at any
time and from time to time as shall be determined by the Committee.


 



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6.2 Award Agreement. Each Option grant shall
be evidenced by an Award Agreement that shall specify the Option Price, the Option Term, the number of Shares to which the Option
pertains, the time or times at which such Option shall be exercisable and such other provisions as the Committee shall determine.


 


6.3 Option Price. The Option Price of an Option
under this Plan shall be determined in the sole discretion of the Committee but may not be less than 100% of the Fair Market Value
of a Share on the Grant Date. Subject to the adjustment allowed under Section 4.2, neither the Committee nor the Board shall have
the authority or discretion to change the Option Price of any outstanding Option.


 


6.4 Grant of Incentive Stock Options. At the
time of the grant of any Option, the Committee may in its discretion designate that such Option shall be made subject to additional
restrictions to permit it to qualify as an Incentive Stock Option. Any Option designated as an Incentive Stock Option:


 


(a) shall be granted only to an employee of the
Company or a Subsidiary;


 


(b) shall have an Option Price of not less than
100% of the Fair Market Value of a Share on the Grant Date, and, if granted to a person who owns capital stock (including stock
treated as owned under Section 424(d) of the Code) possessing more than 10% of the total combined voting power of all classes of
capital stock of the Company or any Subsidiary Corporation (a “10% Owner”), have an Option Price not less than 110%
of the Fair Market Value of a Share on its Grant Date;


 


(c) shall be for a period of not more than 10
years (five years if the Participant is a 10% Owner) from its Grant Date, and shall be subject to earlier termination as provided
herein or in the applicable Award Agreement;


 


(d) shall not have an aggregate Fair Market Value
(as of the Grant Date) of the Shares with respect to which Incentive Stock Options (whether granted under the Plan or any other
stock option plan of the Participant’s employer or any parent or Subsidiary (“Other Plans”)) are exercisable
for the first time by such Participant during any calendar year (“Current Grant”), determined in accordance with the
provisions of Section 422 of the Code, which exceeds $100,000 (the “$100,000 Limit”);


 


(e) shall, if the aggregate Fair Market Value
of the Shares (determined on the Grant Date) with respect to the Current Grant and all Incentive Stock Options previously granted
under the Plan and any Other Plans which are exercisable for the first time during a calendar year (“Prior Grants”)
would exceed the $100,000 Limit, be, as to the portion in excess of the $100,000 Limit, exercisable as a separate option that is
not an Incentive Stock Option at such date or dates as are provided in the Current Grant;


 


(f) shall require the Participant to notify the
Committee of any disposition of any Shares delivered pursuant to the exercise of the Incentive Stock Option under the circumstances
described in Section 421(b) of the Code (relating to holding periods and certain disqualifying dispositions) (“Disqualifying
Disposition”), within 10 days of such a Disqualifying Disposition;


   


(g) shall by its terms not be assignable or transferable
other than by will or the laws of descent and distribution and may be exercised, during the Participant’s lifetime, only
by the Participant; provided, however, that the Participant may, to the extent provided in the Plan in any manner specified by
the Committee, designate in writing a beneficiary to exercise his or her Incentive Stock Option after the Participant’s death;
and


 


(h) shall, if such Option nevertheless fails
to meet the foregoing requirements, or otherwise fails to meet the requirements of Section 422 of the Code for an Incentive Stock
Option, be treated for all purposes of this Plan, except as otherwise provided in subsections (d) and (e) above, as an Option that
is not an Incentive Stock Option.


 


Notwithstanding the foregoing and Section 3.2,
the Committee may, without the consent of the Participant, at any time before the exercise of an Option (whether or not an Incentive
Stock Option), take any action necessary to prevent such Option from being treated as an Incentive Stock Option.


 



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6.5 Payment. Except as otherwise provided by
the Committee in an Award Agreement, Options shall be exercised by the delivery of a written notice of exercise to the Company,
setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares
made by any one or more of the following means:


 


(a) cash, personal check or wire transfer;


 


(b) delivery of Common Stock owned by the Participant
prior to exercise, valued at their Fair Market Value on the date of exercise;


 


(c) with the approval of the Committee, Shares
acquired upon the exercise of such Option, such Shares valued at their Fair Market Value on the date of exercise;


 


(d) with the approval of the Committee, Restricted
Shares held by the Participant prior to the exercise of the Option, each such share valued at the Fair Market Value of a Share
on the date of exercise; or


 


(e) subject to applicable law (including the
prohibited loan provisions of Section 402 of the Sarbanes Oxley Act of 2002), through the sale of the Shares acquired on exercise
of the Option through a broker-dealer to whom the Participant has submitted an irrevocable notice of exercise and irrevocable instructions
to deliver promptly to the Company the amount of sale or loan proceeds sufficient to pay for such Shares, together with, if requested
by the Company, the amount of federal, state, local or foreign withholding taxes payable by Participant by reason of such exercise.


 


The Committee may in its discretion specify that,
if any Restricted Shares (“Tendered Restricted Shares”) are used to pay the Option Price, (x) all the Shares acquired
on exercise of the Option shall be subject to the same restrictions as the Tendered Restricted Shares, determined as of the date
of exercise of the Option, or (y) a number of Shares acquired on exercise of the Option equal to the number of Tendered Restricted
Shares shall be subject to the same restrictions as the Tendered Restricted Shares, determined as of the date of exercise of the
Option.


 


Article 7.


 


Stock Appreciation Rights


 


7.1 Issuance. Subject to and consistent with
the provisions of the Plan, the Committee, at any time and from time to time, may grant SARs to any Eligible Person either alone
or in addition to other Awards granted under the Plan. Such SARs may, but need not, be granted in connection with a specific Option
granted under Article 6. Any SAR related to an Option must be granted at the same time such Option is granted and have the same
term. The Committee may impose such conditions or restrictions on the exercise of any SAR as it shall deem appropriate.


 


7.2 Award Agreements. Each SAR grant shall be
evidenced by an Award Agreement in such form as the Committee may approve and shall contain such terms and conditions not inconsistent
with other provisions of the Plan as shall be determined from time to time by the Committee.


 


7.3 Grant Price. The grant price of a SAR shall
be determined by the Committee in its sole discretion; provided that the grant price shall not be less than the lesser of 100%
of the Fair Market Value of a Share on the date of the grant of the SAR, or the Option Price under Option to which the SAR relates.


 


7.4 Exercise and Payment. Upon the exercise of
SARs, the Participant shall be entitled to receive the value thereof. The Fair Market Value of a Share on the date of exercise
of SARs shall be determined in the same manner as the Fair Market Value of a Share on the date of grant of an Option is determined.
SARs shall be deemed exercised on the date written notice of exercise in a form acceptable to the Committee is received by the
Secretary of the Company. The Company shall make payment in respect of any SAR within five (5) days of the date the SAR is exercised.
Any payment by the Company in respect of a SAR may be made in cash, Shares, other property, or any combination thereof, as the
Committee, in its sole discretion, shall determine Grant Limitations. The Committee may at any time impose any other limitations
upon the exercise of SARs which, in the Committee's sole discretion, are necessary or desirable in order for Participants to qualify
for an exemption from Section 16(b) of the Exchange Act.


 






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Article 8.


 


Stock Awards


 


8.1 Grant of Restricted Shares, Restricted Stock
Units and Deferred Stock Units.  Subject to and consistent with the provisions of the Plan, the Committee, at any time
and from time to time, may grant Restricted Shares, Restricted Stock Units and Deferred Stock Units to any Eligible Person in such
amounts as the Committee shall determine.


 


8.2 Award Agreement.  Each grant of
Restricted Shares, Restricted Stock Units and Deferred Stock Units shall be evidenced by an Award Agreement that shall set forth
the number of Restricted Shares, Restricted Stock Units and Deferred Stock Units granted, specify in the case of Restricted Shares
and Restricted Stock Units the Period(s) of Restriction, set forth in the case of Deferred Stock Units the deferral period, and
set forth such other provisions as the Committee shall determine.  The Committee may impose such conditions and/or restrictions
on any Restricted Shares and Restricted Stock Units granted pursuant to the Plan as it may deem advisable, including restrictions
based upon the achievement of specific performance goals, time-based restrictions on vesting following the attainment of the performance
goals, and/or restrictions under applicable securities laws; provided that such conditions and/or restrictions may lapse, if so
determined by the Committee, in the event of the Participant’s Termination of Affiliation due to death, disability, normal
or approved early retirement, or involuntary termination by the Company or a Subsidiary without “cause”.


 


8.3 Consideration for Restricted Shares, Restricted
Stock Units and Deferred Stock Units.  The Committee shall determine the amount, if any, that a Participant shall pay
for Restricted Shares, Restricted Stock Units and Deferred Stock Units.


 


8.4 Effect of Forfeiture.  If Restricted
Shares or Restricted Stock Units are forfeited, and if the Participant was required to pay for Restricted Shares or Restricted
Stock Units or acquired such Restricted Shares upon the exercise of an Option, the Participant shall be deemed to have resold such
Restricted Shares or Restricted Stock Units to the Company at a price equal to the lesser of (x) the amount paid by the Participant
for such Restricted Shares or Restricted Stock Units, or (y) the Fair Market Value of such Restricted Shares or the Shares underlying
such Restricted Stock Units on the date of such forfeiture. The Company shall pay to the Participant the deemed sale price as soon
as is administratively practical. Such Restricted Shares shall cease to be outstanding, and shall no longer confer on the Participant
thereof any rights as a stockholder of the Company, from and after the date of the event causing the forfeiture, whether or not
the Participant accepts the Company’s tender of payment for such Restricted Shares.


 


8.5 Escrow; Legends. The Committee may provide
that the certificates for any Restricted Shares (x) shall be held (together with a stock power executed in blank by the Participant)
in escrow by the Secretary of the Company until such Restricted Shares become nonforfeitable or are forfeited and/or (y) shall
bear an appropriate legend restricting the transfer of such Restricted Shares under the Plan. If any Restricted Shares become nonforfeitable,
the Company shall cause certificates for such shares to be delivered without such legend.


 


8.6 Stock Award Account. Upon the selection of
an Eligible Person to be awarded Restricted Stock Units or Deferred Stock Units, the Committee shall instruct the Secretary of
the Company to establish a Stock Award Account on behalf of each such Eligible Person.  The Committee may impose such
conditions on the issuance of such Restricted Stock Units or Deferred Stock Units as it deems appropriate.


 



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8.7 Vesting of Restricted Shares and Restricted
Stock Units. Awards of Restricted Shares and Restricted Stock Units shall vest pursuant to the Award Agreement.


 


8.8 Vesting of Deferred Stock Units. A
Participant shall be 100% vested in the number of Deferred Stock Units held in his or her Stock Award Account at all times.  The
term for which the Deferred Stock Units shall be deferred shall be provided for in the Award Agreement.


   


8.9 Conversion.  Upon vesting in the
case of Restricted Stock Units, and upon the lapse of the deferral period in the case of Deferred Stock Units, such Restricted
Stock Units and Deferred Stock Units shall be converted into an equivalent number of Shares that will be distributed to the Participant,
or in the case of the Participant's death, to the Participant's legal representative.  Such distribution shall be evidenced
by a stock certificate, appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company, or
other appropriate means as determined by the Company.  All distributions shall be made no later than March 15th of the
calendar year following the year, with respect to the Restricted Stock Units, in which such Restricted Stock Units vest or, with
respect to Deferred Stock Units, in which the deferral period lapses.  In the event ownership or issuance of the Shares
is not feasible due to applicable exchange controls, securities regulations, tax laws or other provisions of applicable law, as
determined by the Company in its sole discretion, the Participant, or, in the case of the Participant's death, the Participant's
legal representative, shall receive cash proceeds in an amount equal to the value of the Shares otherwise distributable to the
Participant, net of tax withholding as provided in Article 14.


 


8.10 Nothing in this Plan shall be construed
as giving a Participant who receives an Award of Restricted Stock Units or Deferred Stock Units any of the rights of an owner of
Shares unless and until Shares are issued and transferred to the Participant in accordance with the terms of the Plan and the Award
Agreement.  Notwithstanding the foregoing, in the event that any dividend is paid by the Company with respect to the
Shares (whether in the form of cash, Shares or other property), then the Committee shall, in the manner it deems equitable or appropriate,
adjust the number of Restricted Stock Units or Deferred Stock Units allocated to each Participant's Stock Award Account to reflect
such dividend.


 


Article 9.


 


Performance Units and Performance Shares


 


9.1 Grant of Performance Units and Performance
Shares. Subject to and consistent with the provisions of the Plan, Performance Units or Performance Shares may be granted to any
Eligible Person in such amounts and upon such terms, and at any time and from time to time, as shall be determined by the Committee.


 


9.2 Value/Performance Goals. The Committee shall
set performance goals in its discretion which, depending on the extent to which they are met, will determine the number or value
of Performance Units or Performance Shares that will be paid to the Participant. With respect to Covered Employees and to the extent
the Committee deems it appropriate to comply with Section 162(m) of the Code, all performance goals shall be objective Performance
Measures satisfying the requirements for the Performance-Based Exception, and shall be set by the Committee within the time period
prescribed by Section 162(m) of the Code and related regulations.


 


(a) Performance Unit. Each Performance Unit shall
have an initial value that is established by the Committee at the time of grant.


 


(b) Performance Share. Each Performance Share
shall have an initial value equal to the Fair Market Value of a Share on the date of grant.


 


9.3 Earning of Performance Units and Performance
Shares. After the applicable Performance Period has ended, the holder of Performance Units or Performance Shares shall be entitled
to payment based on the level of achievement of performance goals set by the Committee. If a Performance Unit or Performance Share
Award is intended to comply with the Performance-Based Exception, the Committee shall certify the level of achievement of the performance
goals in writing before the Award is settled.


 



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At the discretion of the Committee, the settlement
of Performance Units or Performance Shares may be in cash, Shares of equivalent value, or in some combination thereof, as set forth
in the Award Agreement.


 


If a Participant is promoted, demoted or transferred
to a different business unit of the Company during a Performance Period, then, to the extent the Committee determines that the
Award, the performance goals, or the Performance Period are no longer appropriate, the Committee may adjust, change, eliminate
or cancel the Award, the performance goals, or the applicable Performance Period, as it deems appropriate in order to make them
appropriate and comparable to the initial Award, the performance goals, or the Performance Period.


   


At the discretion of the Committee, a Participant
may be entitled to receive any dividends or Dividend Equivalents declared with respect to Shares deliverable in connection with
grants of Performance Units or Performance Shares which have been earned, but not yet delivered to the Participant.


 


Article 10.


 


Deferred Stock


 


10.1 Grant of Deferred Stock. Subject to and
consistent with the provisions of the Plan, the Committee, at any time and from time to time, may grant Deferred Stock to any Eligible
Person, in such amount and upon such terms as the Committee shall determine; provided that any such grant of Deferred Stock shall
either (i) qualify as a short-term deferral within the meaning of final regulations under Section 409A of the Code or (ii) conform
in form and substance with applicable regulations promulgated under Section 409A of the Code to ensure that the Participant is
not subjected to tax penalties under Section 409A of the Code with respect to such Deferred Stock.


 


10.2 Vesting and Delivery. Delivery of Shares
will occur upon expiration of the deferral period or upon the occurrence of one or more of the distribution events described in
Section 409A(a)(2) of the Code as specified by the Committee in the Participant’s Award Agreement for the Award of Deferred
Stock. In addition, an Award of Deferred Stock shall be subject to such substantial risk of forfeiture conditions as the Committee
may impose, which conditions may lapse at the expiration of the deferral period or at other specified times, separately or in combination,
in installments or otherwise, as the Committee shall determine at the time of grant or thereafter. Unless and only to the extent
that the Committee shall provide otherwise in the Award Agreement, a Participant awarded Deferred Stock will have no voting rights
but will have the rights to receive Dividend Equivalents in respect of Deferred Stock, which Dividend Equivalents shall be deemed
reinvested in additional Shares of Deferred Stock. Except as provided in the Award Agreement, to the extent that the Participant
has a Termination of Affiliation while the Deferred Stock remains subject to a substantial risk of forfeiture, such Deferred Shares
shall be forfeited.


 


Article 11.


 


Dividend Equivalents


 


The Committee is authorized to grant Awards of
Dividend Equivalents alone or in conjunction with other Awards. The Committee may provide that Dividend Equivalents shall be paid
or distributed when accrued or shall be deemed to have been reinvested in additional Shares or additional Awards or otherwise reinvested.


 


Article 12.


 


Other Stock-Based Awards


 


The Committee is authorized, subject to limitations
under applicable law, to grant such other Awards that are denominated or payable in, valued in whole or in part by reference to,
or otherwise based on, or related to, Shares, as deemed by the Committee to be consistent with the purposes of the Plan including
Shares awarded which are not subject to any restrictions or conditions, convertible or exchangeable debt securities or other rights
convertible or exchangeable into Shares, and Awards valued by reference to the value of securities of or the performance of specified
Subsidiaries. Subject to and consistent with the provisions of the Plan, the Committee shall determine the terms and conditions
of such Awards. Except as provided by the Committee, Shares delivered pursuant to a purchase right granted under this Article 12
shall be purchased for such consideration, paid for by such methods and in such forms, including cash, Shares, outstanding Awards
or other property, as the Committee shall determine.


 






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Article 13.


 


Amendment, Modification, and Termination


 


13.1 Amendment, Modification, and Termination.
Subject to Section 13.2, the Board may, at any time and from time to time, alter, amend, suspend, discontinue or terminate the
Plan in whole or in part without the approval of the Company’s stockholders, except that (a) any amendment or alteration
shall be subject to the approval of the Company’s stockholders if such stockholder approval is required by any federal or
state law or regulation or the rules of any stock exchange or automated quotation system on which the Shares may then be listed
or quoted, and (b) the Board may otherwise, in its discretion, determine to submit other such amendments or alterations to stockholders
for approval.


 


13.2 Awards Previously Granted. Except as otherwise
specifically permitted in the Plan or an Award Agreement, no termination, amendment, or modification of the Plan shall adversely
affect in any material way any Award previously granted under the Plan, without the written consent of the Participant  to
whom such Award was made.


 


Article 14.


 


Withholding


 


14.1 Required Withholding


 


(a) The Committee in its sole discretion may
provide that when taxes are to be withheld in connection with the exercise of an Option, or upon the lapse of restrictions on Restricted
Shares or Restricted Stock Units, or upon lapse of the deferred period in the case of Deferred Stock, or upon the transfer of Deferred
Stock, or upon payment of any other benefit or right under this Plan (the date on which such exercise occurs or such restrictions
lapse or such payment of any other benefit or right occurs hereinafter referred to as the “Tax Date”), the Participant
shall be required to elect to make payment for the withholding of federal, state and local taxes, including Social Security and
Medicare (“FICA”) taxes by one or a combination of the following methods:


 


(i) payment of an amount in cash equal to the
amount to be withheld;


 


(ii) delivering part or all of the amount to
be withheld in the form of Common Stock valued at their Fair Market Value on the Tax Date;


 


(iii) requesting the Company to withhold from
those Shares that would otherwise be received upon exercise of the Option, upon the lapse of restrictions on Restricted Stock or
Restricted Stock Units, upon lapse of the deferral period in the case of Deferred Stock Units, or upon the transfer of Deferred
Stock, a number of Shares having a Fair Market Value on the Tax Date equal to the amount to be withheld; or


 


(iv) withholding from any compensation otherwise
due to the Participant.


 


The Committee in its sole discretion may provide
that the maximum amount of tax withholding upon exercise of an Option to be satisfied by withholding Shares upon exercise of such
Option pursuant to clause (iii) above shall not exceed the minimum amount of taxes, including FICA taxes, required to be withheld
under federal, state and local law. An election by Participant under this subsection is irrevocable. Any fractional share amount
and any additional withholding not paid by the withholding or surrender of Shares or delivery of Mature Shares must be paid in
cash. If no timely election is made, the Participant must deliver cash to satisfy all tax withholding requirements.


 



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(b) Any Participant who makes a Disqualifying
Disposition (as defined in Section 6.4(f)) or an election under Section 83(b) of the Code shall remit to the Company an amount
sufficient to satisfy all resulting tax withholding requirements in the same manner as set forth in subsection (a).


 


14.2 Notification under Code Section 83(b). If
the Participant, in connection with the exercise of any Option, or the grant of Restricted Shares, makes the election permitted
under Section 83(b) of the Code to include in such Participant’s gross income in the year of transfer the amounts specified
in Section 83(b) of the Code, then such Participant shall notify the Company of such election within 10 days of filing the notice
of the election with the Internal Revenue Service, in addition to any filing and notification required pursuant to regulations
issued under Section 83(b) of the Code. The Committee may, in connection with the grant of an Award or at any time thereafter,
prohibit a Participant from making the election described above.


 


 


Article 15.


 


Additional Provisions


 


15.1 Successors. All obligations of the Company
under the Plan with respect to Awards granted here-under shall be binding on any successor to the Company, whether the existence
of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise of all or substantially all
of the business and/or assets of the Company.


 


15.2 Gender and Number. Except where otherwise
indicated by the context, any masculine term used herein also shall include the feminine, the plural shall include the singular
and the singular shall include the plural.


 


15.3 Severability. If any part of the Plan is
declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not invalidate
any other part of the Plan. Any Section or part of a Section so declared to be unlawful or invalid shall, if possible, be construed
in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining
lawful and valid.


 


15.4 Requirements of Law. The granting of Awards
and the delivery of Shares under the Plan shall be subject to all applicable laws, rules, and regulations, and to such approvals
by any governmental agencies or national securities exchanges as may be required. Notwithstanding any provision of the Plan or
any Award, Participants shall not be entitled to exercise, or receive benefits under, any Award, and the Company shall not be obligated
to deliver any Shares or deliver benefits to a Participant, if such exercise or delivery would constitute a violation by the Participant
or the Company of any applicable law or regulation.


 


15.5 Change in Control.  In the event
of a change in control of the Company, all Awards shall be fully vested and exercisable as of the effective date of the change
in control, unless otherwise provided in the Award Agreement when the Award is made. A change in control means the occurrence of
any of the following:


 


(a) any person or “group” (within
the meaning of Section 13(d)(3) of the 1934 Act), acquiring “beneficial ownership” (as defined in Rule 13d-3
under the 1934 Act), directly or indirectly, of more than fifty percent of the aggregate voting power of the capital stock ordinarily
entitled to elect directors of the Company;


 


(b) the sale of all or substantially all of the
Company’s assets in one or more related transactions within a 12-month period to a person other than such a sale to a subsidiary
of the Company which does not involve a change in the equity holdings of the Company directly or indirectly controls; or


 


(c) any merger, consolidation, reorganization
or similar event of the Company or any Subsidiary, as a result of which the holders of the voting stock of the Company immediately
prior to such merger, consolidation, reorganization or similar event do not directly or indirectly hold at least fifty percent
of the aggregate voting power of the capital stock of the surviving entity.


 



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15.6 Securities Law Compliance.


 


(a) If the Committee deems it necessary to comply
with any applicable securities law, or the requirements of any stock exchange upon which Shares may be listed, the Committee may
impose any restriction on Awards or Shares acquired pursuant to Awards under the Plan as it may deem advisable. All certificates
for Shares delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders
and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the SEC, any
stock exchange upon which Shares are then listed, any applicable securities law, and the Committee may cause a legend or legends
to be put on any such certificates to make appropriate reference to such restrictions. If so requested by the Company, the Participant
shall make a written representation to the Company that he or she will not sell or offer to sell any Shares unless a registration
statement shall be in effect with respect to such Shares under the Securities Act of 1993, as amended, and any applicable state
securities law or unless he or she shall have furnished to the Company, in form and substance satisfactory to the Company, that
such registration is not required.


 


(b) If the Committee determines that the exercise
or nonforfeitability of, or delivery of benefits pursuant to, any Award would violate any applicable provision of securities laws
or the listing requirements of any national securities exchange or national market system on which are listed any of the Company’s
equity securities, then the Committee may postpone any such exercise, nonforfeitability or delivery, as applicable, but the Company
shall use all reasonable efforts to cause such exercise, nonforfeitability or delivery to comply with all such provisions at the
earliest practicable date.


   


15.7 No Rights as a Stockholder. No Participant
shall have any rights as a stockholder of the Company with respect to the Shares (other than Restricted Shares) which may be deliverable
upon exercise or payment of such Award until such Shares have been delivered to him or her. Restricted Shares, whether held by
a Participant or in escrow by the Secretary of the Company, shall confer on the Participant all rights of a stockholder of the
Company, except as otherwise provided in the Plan or Award Agreement. At the time of a grant of Restricted Shares, the Committee
may require the payment of cash dividends thereon to be deferred and, if the Committee so determines, reinvested in additional
Restricted Shares. Stock dividends and deferred cash dividends issued with respect to Restricted Shares shall be subject to the
same restrictions and other terms as apply to the Restricted Shares with respect to which such dividends are issued. The Committee
may in its discretion provide for payment of interest on deferred cash dividends.


 


15.8 Nature of Payments. Unless otherwise specified
in the Award Agreement, Awards shall be special incentive payments to the Participant and shall not be taken into account in computing
the amount of salary or compensation of the Participant for purposes of determining any pension, retirement, death or other benefit
under (a) any pension, retirement, profit sharing, bonus, insurance or other employee benefit plan of the Company or any Subsidiary,
except as such plan shall otherwise expressly provide, or (b) any agreement between (i) the Company or any Subsidiary and (ii)
the Participant, except as such agreement shall otherwise expressly provide.


 


15.9 Non-Exclusivity of Plan. Neither the adoption
of the Plan by the Board nor its submission to the stockholders of the Company for approval shall be construed as creating any
limitations on the power of the Board to adopt such other compensatory arrangements for employees, consultants, or Non-Employee
Directors as it may deem desirable.


 


15.10 Governing Law. The Plan, and all agreements
hereunder, shall be construed in accordance with and governed by the laws of the State of Delaware, other than its laws respecting
choice of law.


 


15.11 Share Certificates. All certificates for
Shares delivered under the terms of the Plan shall be subject to such stop-transfer orders and other restrictions as the Committee
may deem advisable under federal or state securities laws, rules and regulations thereunder, and the rules of any national securities
laws, rules and regulations thereunder, and the rules of any national securities exchange or automated quotation system on which
Shares are listed or quoted. The Committee may cause a legend or legends to be placed on any such certificates to make appropriate
reference to such restrictions or any other restrictions or limitations that may be applicable to Shares. In addition, during any
period in which Awards or Shares are subject to restrictions or limitations under the terms of the Plan or any Award Agreement,
or during any period during which delivery or receipt of an Award or Shares has been deferred by the Committee or a Participant,
the Committee may require any Participant to enter into an agreement providing that certificates representing Shares deliverable
or delivered pursuant to an Award shall remain in the physical custody of the Company or such other person as the Committee may
designate.


 



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15.12 Unfunded Status of Awards; Creation of
Trusts. The Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation. With respect
to any payments not yet made to a Participant pursuant to an Award, nothing contained in the Plan or any Award Agreement shall
give any such Participant any rights that are greater than those of a general creditor of the Company; provided, however, that
the Committee may authorize the creation of trusts or make other arrangements to meet the Company’s obligations under the
Plan to deliver cash, Shares or other property pursuant to any Award which trusts or other arrangements shall be consistent with
the “unfunded” status of the Plan unless the Committee otherwise determines.


 


15.13 Affiliation. Nothing in the Plan or an
Award Agreement shall interfere with or limit in any way the right of the Company or any Subsidiary to terminate any Participant’s
employment or consulting contract at any time, nor confer upon any Participant the right to continue in the employ of or as an
officer of or as a consultant to the Company or any Subsidiary.


 


15.14 Participation. No employee or officer shall
have the right to be selected to receive an Award under this Plan or, having been so selected, to be selected to receive a future
Award.


 


15.15 Military Service. Awards shall be administered
in accordance with Section 414(u) of the Code and the Uniformed Services Employment and Reemployment Rights Act of 1994.


   


15.16 Construction. The following rules of construction
will apply to the Plan: (a) the word “or” is disjunctive but not necessarily exclusive, and (b) words in the singular
include the plural, words in the plural include the singular, and words in the neuter gender include the masculine and feminine
genders and words in the masculine or feminine gender include the other neuter genders.


 


15.17 Headings. The headings of articles and
sections are included solely for convenience of reference, and if there is any conflict between such headings and the text of this
Plan, the text shall control.


 


15.18 Obligations. Unless otherwise specified
in the Award Agreement, the obligation to deliver, pay or transfer any amount of money or other property pursuant to Awards under
this Plan shall be the sole obligation of a Participant’s employer; provided that the obligation to deliver or transfer any
Shares pursuant to Awards under this Plan shall be the sole obligation of the Company.


 


15.19 No Right to Continue as Director. Nothing
in the Plan or any Award Agreement shall confer upon any director the right to continue to serve as a director of the Company.


 


 


 


 


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