Exhibit 10.1





 


BARRETT BUSINESS SERVICES, INC.


 


2015 STOCK INCENTIVE PLAN


 


Effective May 27, 2015


 




    	 



    	 



    

 


Table
of Contents


 


	 	 	 	Page
	 	 	 	 
	Article 1	 	ESTABLISHMENT AND PURPOSE	1
	1.1	 	Establishment	1
	1.2	 	Purpose	1
	1.3	 	Prior Plans	1
	Article 2	 	DEFINITIONS	1
	2.1	 	Defined Terms	1
	2.2	 	Gender and Number	5
	Article 3	 	ADMINISTRATION	5
	3.1	 	General	5
	3.2	 	Composition of the Committee	5
	3.3	 	Authority of the Committee	5
	3.4	 	Action by the Committee	6
	3.5	 	Delegation	6
	3.6	 	Liability of Committee Members	6
	3.7	 	Costs of Plan	6
	Article 4	 	DURATION OF THE PLAN AND SHARES SUBJECT TO THE PLAN	6
	4.1	 	Duration of the Plan	6
	4.2	 	Shares Subject to the Plan	6
	4.3	 	Reservation of Shares	6
	Article 5	 	ELIGIBILITY	7
	Article 6	 	AWARDS	7
	6.1	 	Types of Awards	7
	6.2	 	General	7
	6.3	 	Nonuniform Determinations	7
	6.4	 	Award Agreements	8
	6.5	 	Provisions Governing All Awards	8
	6.6	 	Performance Goals	12
	Article 7	 	OPTIONS	14
	7.1	 	Types of Options	14


 




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Table
of Contents


(continued)


 


	 	 	 	Page
	 	 	 	 
	7.2	 	General	14
	7.3	 	Option Price	14
	7.4	 	Option Term	14
	7.5	 	Time of Exercise	14
	7.6	 	Special Rules for Incentive Stock Options	15
	7.7	 	Restricted Shares	15
	7.8	 	Limitation on Number of Shares Subject to Options	15
	Article 8	 	STOCK APPRECIATION RIGHTS	16
	8.1	 	General	16
	8.2	 	Nature of Stock Appreciation Right	16
	8.3	 	Exercise	16
	8.4	 	Form of Payment	16
	8.5	 	Limitation on Number of Stock Appreciation Rights	16
	Article 9	 	RESTRICTED AWARDS	16
	9.1	 	Types of Restricted Awards	16
	9.2	 	General	17
	9.3	 	Restriction Period	17
	9.4	 	Forfeiture	17
	9.5	 	Settlement of Restricted Awards	18
	9.6	 	Rights as a Stockholder	18
	9.7	 	Limitation in Number of Restricted Awards	18
	Article 10	 	PERFORMANCE SHARE AWARDS	18
	10.1	 	General	18
	10.2	 	Nature of Performance Shares	18
	10.3	 	Performance Period	18
	10.4	 	Performance Measures	19
	10.5	 	Payment	19
	10.6	 	Limitation on Performance Units	19
	Article 11	 	OTHER STOCK-BASED AND COMBINATION AWARDS	19
	11.1	 	Other Stock-Based Awards	19


 




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Table
of Contents


(continued)


 


	 	 	 	Page
	 	 	 	 
	11.2	 	Combination Awards	19
	Article 12	 	DIVIDEND EQUIVALENTS	20
	Article 13	 	ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, ETC	20
	13.1	 	Plan Does Not Restrict Corporation	20
	13.2	 	Mandatory Adjustment	20
	13.3	 	Adjustments by the Committee	20
	Article 14	 	AMENDMENT AND TERMINATION	21
	14.1	 	Amendment of Plan	21
	14.2	 	Stockholder Approval	21
	14.3	 	Contemplated Amendments	21
	14.4	 	No Impairment of Rights	21
	14.5	 	Amendment of Awards	21
	14.6	 	No Repricings or Underwater Buyouts	21
	Article 15	 	MISCELLANEOUS	22
	15.1	 	Tax Withholding	22
	15.2	 	Unfunded Plan	22
	15.3	 	Payments to Trust	22
	15.4	 	Fractional Shares	22
	15.5	 	Annulment of Awards	22
	15.6	 	Engaging in Competition With Corporation	23
	15.7	 	Other Corporation Benefit and Compensation Programs	23
	15.8	 	Securities Law Restrictions	23
	15.9	 	Continuing Restriction Agreement	23
	15.10	 	Governing Law	24


  




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BARRETT
BUSINESS SERVICES, INC.

2015 STOCK INCENTIVE PLAN


 


Article 1

ESTABLISHMENT AND PURPOSE


 


1.1           Establishment.
Barrett Business Services, Inc. ("Corporation"), hereby establishes the Barrett Business Services, Inc., 2015 Stock Incentive
Plan (the "Plan"), effective as of May 27, 2015 (the "Effective Date").


 


1.2           Purpose.
The purpose of the Plan is to promote and advance the interests of Corporation and its stockholders by enabling Corporation to
attract, retain, and reward key employees, directors, and outside consultants of Corporation and its subsidiaries. It is also intended
to strengthen the mutuality of interests between such employees, directors, and consultants and Corporation's stockholders. The
Plan is designed to serve these purposes by offering stock options and other equity-based incentive awards, thereby providing a
proprietary interest in pursuing the long-term growth, profitability, and financial success of Corporation.


 


1.3           Prior
Plans. The Plan will be separate from the Barrett Business Services, Inc. 1993 Stock Incentive Plan and related Barrett Business
Services, Inc. Stock Option Plan for California Residents, the Barrett Business Services, Inc., 2003 Stock Incentive Plan
and related Barrett Business Services, Inc., Stock Incentive Plan for California Residents, and the Barrett Business Services,
Inc. 2009 Stock Incentive Plan (the "Prior Plans"). The adoption of the Plan will neither affect nor be affected by the
continued existence of the Prior Plans, except that after the effective date of the Plan, no further Awards will be granted under
the Prior Plans.


 


Article 2

DEFINITIONS


 


2.1           Defined
Terms. For purposes of the Plan, the following terms have the meanings set forth below:


 


"Award"
means an award or grant made to a Participant of Options, Stock Appreciation Rights, Restricted Awards, Performance Share Awards,
or Other Stock-Based Awards pursuant to the Plan.


 


"Award Agreement"
means an agreement as described in Section 6.4 of the Plan.


 


"Board"
means the Board of Directors of Corporation.


 


"Code"
means the Internal Revenue Code of 1986, as amended and in effect from time to time, or any successor statute, together with rules,
regulations, and interpretations promulgated thereunder. Where the context so requires, any reference to a particular Code section
will be construed to refer to the successor provision to such Code section.


 


"Committee"
means the committee appointed by the Board to administer the Plan as provided in Article 3 of the Plan.


 




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"Common Stock"
means the $.01 par value common stock of Corporation.


 


"Consultant"
means any consultant or adviser to Corporation or a Subsidiary selected by the Committee, who is not an employee of Corporation
or a Subsidiary.


 


"Continuing Restriction"
means a Restriction contained in Sections 6.5(g), 6.5(i), 6.5(k), 15.5, 15.6, 15.8, and 15.9 of the Plan and any other Restrictions
expressly designated by the Committee in an Award Agreement as a Continuing Restriction.


 


"Corporation"
means Barrett Business Services, Inc., a Maryland corporation, or any successor corporation.


 


"Disability"
means the condition of being permanently "disabled" within the meaning of Section 22(e)(3) of the Code, namely being
unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which
can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months.
However, the Committee may change the foregoing definition of "Disability" or may adopt a different definition for purposes
of specific Awards.


 


"Exchange Act"
means the Securities Exchange Act of 1934, as amended and in effect from time to time, or any successor statute. Where the context
so requires, any reference to a particular section of the Exchange Act, or to any rule promulgated under the Exchange Act, will
be construed to refer to successor provisions to such section or rule.


 


"Fair Market Value"
means, on any given day, the fair market value per share of the Common Stock determined as follows:


 


(a)          If
the Common Stock is traded on an established securities exchange, the closing sale price per share of Common Stock as reported
for such day by the principal exchange on which the Common Stock is traded (as determined by the Committee) or, if the Common Stock
was not traded on such day, on the next preceding day on which the Common Stock was traded;


 


(b)          If
trading activity in Common Stock is reported on the OTC Bulletin Board, the mean between the bid price and asked price quotes for
such day as reported on the OTC Bulletin Board or, if there are no such quotes for Common Stock for such day, on the next preceding
day for which bid and asked price quotes for Common Stock were reported on the OTC Bulletin Board; or


 


(c)          If
there is no market for Common Stock or if trading activities for Common Stock are not reported in one of the manners described
above, the Fair Market Value will be as determined by the Committee, including valuation by an independent appraisal that satisfies
the requirements of Code Section 401(a)(28)(C) as of a date that is no more than 12 months before the date of the transaction
for which the appraisal is used (e.g., the date of grant of an Award) or such other reasonable valuation method acceptable under
Treasury Regulation Section 1.409A-1(b)(5)(iv).


 




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"Incentive Stock Option"
or "ISO" means any Option granted pursuant to the Plan that is intended to be and is specifically designated
in its Award Agreement as an "incentive stock option" within the meaning of Section 422 of the Code.


 


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


 


"Non-Employee Subsidiary
Director" means a member of the board of directors of a Subsidiary who is neither an employee of Corporation or a
Subsidiary nor a member of the Board.


 


"Nonqualified Option"
or "NQO" means any Option granted pursuant to the Plan that is not an Incentive Stock Option.


 


"Option"
means an ISO or an NQO.


 


"Other Stock-Based
Award" means an Award as defined in Section 11.1 of the Plan.


 


"Participant"
means an employee of Corporation or a Subsidiary, a Consultant, a Non-Employee Board Director, or a Non-Employee Subsidiary Director
who is granted an Award under the Plan.


 


"Performance Goals"
means goals approved by the Committee pursuant to Section 6.6 of the Plan.


 


"Performance Period"
means a period of time over which performance is measured.


 


"Performance Share"
means a Share or Share unit having a value equal to a Share that is the unit of measure by which is expressed the value of a Performance
Share Award as determined under Article 10 of the Plan.


 


"Performance Share
Award" means an Award granted under Article 10 of the Plan.


 


"Plan"
means this Barrett Business Services, Inc., 2015 Stock Incentive Plan, as set forth in this document and as it may be amended from
time to time.


 


"Reporting Person"
means a Participant who is subject to the reporting requirements of Section 16(a) of the Exchange Act.


 


"Restricted Award"
means a Restricted Share or a Restricted Unit granted pursuant to Article 9 of the Plan.


 


"Restricted Share"
means an Award described in Section 9.1(a) of the Plan.


 




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"Restricted Unit"
means an Award of units representing Shares described in Section 9.1(b) of the Plan.


 


"Restriction"
means a provision in the Plan or in an Award Agreement that limits the exercisability or transferability, or governs the forfeiture,
of an Award or the Shares, cash, or other property payable pursuant to an Award.


 


"Restriction Period"
means a designated period pursuant to the provisions of Section 9.3 of the Plan.


 


"Retirement"
means:


 


(a)          For
Participants who are employees, retirement from active employment with Corporation and its Subsidiaries on or after age 65,
or such earlier retirement date as approved by the Committee for purposes of the Plan;


 


(b)          For
Participants who are Non-Employee Board Directors or Non-Employee Subsidiary Directors, retirement from the applicable board of
directors after attaining the maximum age (if any) specified in the charter or bylaws of the applicable corporation; or


 


(c)          For
Participants who are Consultants, termination of service as a Consultant after attaining a retirement age specified by the Committee
for purposes of an Award to such Consultant.


 


However, the Committee may change
the foregoing definition of "Retirement" or may adopt a different definition for purposes of specific Awards.


 


"Share"
means a share of Common Stock.


 


"Stock Appreciation
Right" or "SAR" means an Award to benefit from the appreciation of Common Stock granted pursuant
to the provisions of Article 8 of the Plan.


 


"Subsidiary"
means a "subsidiary corporation" of Corporation, within the meaning of Section 425 of the Code, namely any corporation
in which Corporation directly or indirectly controls 50 percent or more of the total combined voting power of all classes
of stock having voting power.


 


"Vest,"
"Vesting," or "Vested" means:


 


(a)          In
the case of an Award that requires exercise, to be or to become immediately and fully exercisable and free of all Restrictions
(other than Continuing Restrictions);


 


(b)          In
the case of an Award that is subject to forfeiture, to be or to become nonforfeitable, freely transferable, and free of all Restrictions
(other than Continuing Restrictions);


 




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(c)          In
the case of an Award that is required to be earned by attaining specified Performance Goals, to be or to become earned and nonforfeitable,
freely transferable, and free of all Restrictions (other than Continuing Restrictions); or


 


(d)          In
the case of any other Award as to which payment is not dependent solely upon the exercise of a right, election, or option, to be
or to become immediately payable and free of all Restrictions (except Continuing Restrictions).


 


2.2          Gender
and Number. Except where otherwise indicated by the context, any masculine or feminine terminology used in the Plan also includes
the opposite gender; and the definition of any term in Section 2.1 in the singular also includes the plural, and vice versa.


 


Article 3

ADMINISTRATION


 


3.1          General.
The Plan will be administered by a Committee composed as described in Section 3.2.


 


3.2          Composition
of the Committee. The Committee will be appointed by the Board and will consist of not less than a sufficient number of Non-Employee
Board Directors so as to qualify the Committee to administer the Plan as contemplated by Section 162(m)(4)(C) of the Code
and Rule 16b-3 under the Exchange Act. The Board may from time to time remove members from, or add members to, the Committee.
Vacancies on the Committee, however caused, will be filled by the Board. In the event that the Committee ceases to satisfy the
requirements of Section 162(m)(4)(C) or Rule 16b-3, the Board will reconstitute the Committee as necessary to satisfy such
requirements.


 


3.3          Authority
of the Committee. The Committee has full power and authority (subject to such orders or resolutions as may be issued or adopted
from time to time by the Board) to administer the Plan in its sole discretion, including the authority to:


 


(a)          Construe
and interpret the Plan and any Award Agreement;


 


(b)          Promulgate,
amend, and rescind rules and procedures relating to the implementation of the Plan;


 


(c)          Select
the employees, Non-Employee Board Directors, Non-Employee Subsidiary Directors, and Consultants who will be granted Awards;


 


(d)          Determine
the number and types of Awards to be granted to each such Participant;


 


(e)          Determine
the number of Shares, or Share equivalents, to be subject to each Award;


 


(f)          Determine
the Fair Market Value of Shares if no public market exists for such Shares;


 




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(g)          Determine
the option price, purchase price, base price, or similar feature for any Award;


 


(h)          Accelerate
Vesting of Awards and waive any Restrictions; and


 


(i)          Determine
all the terms and conditions of all Award Agreements, consistent with the requirements of the Plan.


 


Decisions of the Committee, or any delegate
as permitted by the Plan, will be final, conclusive, and binding on all Participants.


 


3.4          Action
by the Committee. A majority of the members of the Committee will constitute a quorum for the transaction of business. Action
approved by a majority of the members present at any meeting at which a quorum is present, or action in writing by all of the members
of the Committee, will be the valid acts of the Committee.


 


3.5          Delegation.
Notwithstanding the foregoing, the Board may delegate to a committee with a single member who is a director and may also be an
executive officer of Corporation, the authority to determine the recipients, types, amounts, and terms of Awards granted to Participants
who are not Reporting Persons.


 


3.6          Liability
of Committee Members. No member of the Committee will be liable for any action or determination made in good faith with respect
to the Plan, any Award, or any Participant.


 


3.7          Costs
of Plan. The costs and expenses of administering the Plan will be borne by Corporation.


 


Article 4

DURATION OF THE PLAN AND SHARES SUBJECT TO THE PLAN


 


4.1          Duration
of the Plan. The Plan is effective May 27, 2015, 2015. Unless terminated by the Board on an earlier date, the Plan will remain
in effect through May 27, 2020. Termination of the Plan will not affect outstanding Awards.


 


4.2          Shares
Subject to the Plan. The shares which may be made subject to Awards under the Plan are Shares of Common Stock, which may be
either authorized and unissued Shares or reacquired Shares. Subject to adjustment pursuant to Article 13, the maximum number
of Shares for which Awards may be granted under the Plan is 1,000,000, of which the maximum aggregate number of Shares for which
ISOs may be granted under the Plan is 900,000. If an Award under the Plan is canceled or expires for any reason prior to having
been fully Vested or exercised by a Participant or is exchanged for other Awards, or is otherwise forfeited or terminated, all
Shares covered by such Awards will be added back into the number of Shares available for future Awards under the Plan.


 


4.3          Reservation
of Shares. Corporation, during the term of the Plan and any outstanding Awards, will at all times reserve and keep available
such number of Shares as shall be sufficient to satisfy the requirements of the Plan.


 




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Article 5

ELIGIBILITY


 


Officers and other key employees of Corporation
and its Subsidiaries (including employees who may also be directors of Corporation or a Subsidiary), Consultants, Non-Employee
Board Directors, and Non-Employee Subsidiary Directors who, in the Committee's judgment, are or will be contributors to the long-term
success of Corporation, are eligible to receive Awards under the Plan.


 


Article 6

AWARDS


 


6.1          Types
of Awards. The types of Awards that may be granted under the Plan are:


 


(a)          Options
governed by Article 7 of the Plan;


 


(b)          Stock
Appreciation Rights governed by Article 8 of the Plan;


 


(c)          Restricted
Awards governed by Article 9 of the Plan;


 


(d)          Performance
Share Awards governed by Article 10 of the Plan; and


 


(e)          Other
Stock-Based Awards or combination awards governed by Article 11 of the Plan.


 


In the discretion of the Committee, any Award may be granted
alone, in addition to, or in tandem with other Awards under the Plan.


 


6.2          General.
Subject to the limitations of the Plan, the Committee may cause Corporation to grant Awards to such Participants, at such times,
of such types, in such amounts, for such periods, with such option prices, purchase prices, or base prices, and subject to such
terms, conditions, limitations, and restrictions as the Committee, in its discretion, deems appropriate. Awards may be granted
as additional compensation to a Participant or in lieu of other compensation to such Participant. A Participant may receive more
than one Award and more than one type of Award under the Plan. Performance Share Awards shall be earned solely upon attainment
of Performance Goals, and the Committee shall have no discretion to increase such Awards.


 


6.3          Nonuniform
Determinations. The Committee's determinations under the Plan or under one or more Award Agreements, including, without limitation,
(a) the selection of Participants to receive Awards, (b) the type, form, amount, and timing of Awards, (c) the terms
of specific Award Agreements, and (d) elections and determinations made by the Committee with respect to exercise or payments
of Awards, need not be uniform and may be made by the Committee selectively among Participants and Awards, whether or not Participants
are similarly situated.


 




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6.4          Award
Agreements. Each Award will be evidenced by a written agreement (an "Award Agreement") between Corporation and the
Participant. Award Agreements may, subject to the provisions of the Plan, contain any provision approved by the Committee.


 


6.5          Provisions
Governing All Awards. All Awards are subject to the following provisions:


 


(a)          Alternative
Awards. If any Awards are designated in their Award Agreements as alternative to each other, the exercise of all or part of
one Award will automatically cause an immediate equal (or pro rata) corresponding termination of the other alternative Award or
Awards.


 


(b)          Rights
as Stockholders. No Participant will have any rights of a stockholder with respect to Shares subject to an Award until such
Shares are issued in the name of the Participant.


 


(c)          Employment
Rights. Neither the adoption of the Plan nor the granting of any Award confers on any person the right to continued employment
with Corporation or any Subsidiary or the right to remain as a director of or a Consultant to Corporation or any Subsidiary, as
the case may be, nor does it interfere in any way with the right of Corporation or a Subsidiary to terminate such person's employment
or to remove such person as a Consultant or as a director at any time for any reason, or for no reason, with or without cause.


 


(d)          Restriction
on Transfer. Unless otherwise expressly provided in an individual Award Agreement, each Award (other than Restricted Shares
after they Vest) will not be transferable other than by will or the laws of descent and distribution and each Award will be exercisable
(if exercise is required), during the lifetime of the Participant, only by the Participant or, in the event the Participant becomes
legally incompetent, by the Participant's guardian or legal representative. Notwithstanding the foregoing, the Committee, in its
discretion, may provide in any Award Agreement that the Award:


 


·          May
be freely transferred;


 


·          May
be freely transferred to a class of transferees specified in the Award Agreement; or


 


·          May
be transferred, but only subject to any terms and conditions specified in the Award Agreement (including, without limitation,
a condition that an Award may only be transferred without payment of consideration).


 


Furthermore, notwithstanding the foregoing, any Award
Agreement may provide that the Award or the Shares subject to the Award may be surrendered to Corporation pursuant to Section 6.5(h)
in connection with the payment of the purchase or option price of another Award or the payment of the Participant's federal, state,
or local tax withholding obligation with respect to the exercise or payment of another Award.


 




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(e)          Termination
of Employment. The terms and conditions under which an Award may be exercised, if at all, after a Participant's termination
of employment or service as a Non-Employee Board Director, Non-Employee Subsidiary Director, or Consultant will be determined by
the Committee and specified in the applicable Award Agreement.


 


(f)          Change
in Control. The Committee, in its discretion, may provide in any Award Agreement that:


 


(i)          In
the event of a change in control of Corporation (as the Committee may define such term in the Award Agreement), all or a specified
portion of the Award (to the extent then outstanding) will become immediately Vested in full to the extent not previously Vested.
Any such acceleration of Award Vesting must comply with applicable statutory and regulatory requirements and any Participant will
be entitled to decline the accelerated Vesting of all or any portion of his or her Award, if he or she determines that such acceleration
may result in adverse tax consequences to him or her; and


 


(ii)         In
the event the Board approves a proposal for: (i) a merger, exchange or consolidation transaction in which Corporation is not
the resulting or surviving corporation (or in which Corporation is the resulting or surviving corporation but becomes a subsidiary
of another corporation); (ii) the transfer of all or substantially all the assets of Corporation; (iii) a sale of 40 percent
or more of the combined voting power of Corporation's voting securities; or (iv) the dissolution or liquidation of Corporation
(each, a "Transaction"), the Committee will notify Participants in writing of the proposed Transaction (the "Proposal
Notice") at least 30 days prior to the effective date of the proposed Transaction. The Committee may, in its sole discretion,
and to the extent possible under the structure of the Transaction, select one of the following alternatives for treating outstanding
Awards under the Plan:


 


(A)         The
Committee may provide that outstanding Awards will be converted into or replaced by Awards of a similar type in the stock of the
surviving or acquiring corporation in the Transaction. The amount and type of securities subject to and the exercise price (if
applicable) of the replacement or converted Awards will be determined by the Committee based on the exchange ratio, if any, used
in determining shares of the surviving corporation to be issued to holders of Shares of Corporation. If there is no exchange ratio
in the Transaction, the Committee will, in making its determination, take into account the relative values of the companies involved
in the Transaction and such other factors as the Committee deems relevant. Such replacement or converted Awards will continue to
Vest over the period (and at the same rate) as the Awards which the replacement or converted Awards replaced, unless determined
otherwise by the Committee;


 




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(B)         The
Committee may provide a 30-day period prior to the consummation of the Transaction during which all outstanding Awards will tentatively
become fully Vested, and upon consummation of such Transaction, all outstanding and unexercised Awards will immediately terminate.
If the Committee elects to provide such 30-day period for the exercise of Awards, the Proposal Notice must so state. Participants,
by written notice to Corporation, may exercise their Awards and, in so exercising the Awards, may condition such exercise upon,
and provide that such exercise will become effective immediately prior to, the consummation of the Transaction, in which event
Participants need not make payment for any Common Stock to be purchased upon exercise of an Award until five days after written
notice by Corporation to the Participants that the Transaction has been consummated (the "Transaction Notice"). If the
Transaction is consummated, each Award, to the extent not previously exercised prior to the consummation of the Transaction, will
terminate and cease being exercisable as of the effective date of such consummation. If the Transaction is abandoned, (1) all
outstanding Awards not exercised will continue to be Vested and exercisable, to the extent such Awards were Vested and exercisable
prior to the date of the Proposal Notice, and (2) to the extent that any Awards not exercised prior to such abandonment have
become Vested and exercisable solely by operation of this Section 6.5(f)(ii), such Vesting and exercisability will be deemed
annulled, and the Vesting and exercisability provisions otherwise in effect will be reinstituted, as of the date of such abandonment;
or


 


(C)         The
Committee may provide that outstanding Awards that are not fully Vested will become fully Vested subject to Corporation's right
to pay each Participant a cash amount (determined by the Committee and based on the amount, if any, being received by Corporation's
stockholders in the Transaction) in exchange for cancellation of the applicable Award.


 


Unless the Committee specifically
provides otherwise in the change in control provision for a specific Award Agreement, Awards will become Vested as of a change
in control date only if, or to the extent, such acceleration in the Vesting of the Awards does not result in an "excess parachute
payment" within the meaning of Section 280G(b) of the Code. The Committee, in its discretion, may include change in control
provisions in some Award Agreements and not in others, may include different change in control provisions in different Award Agreements,
and may include change in control provisions for some Awards or some Participants and not for others.


 


(g)          Conditioning
or Accelerating Benefits. The Committee, in its discretion, may include in any Award Agreement a provision conditioning or
accelerating the Vesting of an Award or the receipt of benefits pursuant to an Award, either automatically or in the discretion
of the Committee, upon the occurrence of specified events, including without limitation, a change in control of Corporation (subject
to the foregoing paragraph (f)), a sale of all or substantially all of the property and assets of Corporation, or an event of the
type described in Article 13 of this Plan.


 




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(h)         Payment
of Purchase Price and Withholding. The Committee, in its discretion, may include in any Award Agreement a provision permitting
the Participant to pay the purchase or option price, if any, for the Shares or other property issuable pursuant to the Award, or
the Participant's federal, state, or local tax withholding obligations with respect to such issuance, in whole or in part, by one
or more of the following methods; provided, however, that the availability of any one or more methods of payment may be suspended
from time to time if the Committee determines that the use of such payment method would result in adverse financial accounting
treatment for Corporation or adverse tax treatment for Corporation or Participants:


 


(i)          By
delivering cash or a check;


 


(ii)         By
delivering previously owned Shares (including Restricted Shares, whether or not Vested);


 


(iii)        By
surrendering other outstanding Vested Awards under the Plan denominated in Shares or in Share equivalent units;


 


(iv)         By
reducing the number of Shares or other property otherwise Vested and issuable pursuant to the Award;


 


(v)          Unless
specifically prohibited by any applicable statute or rule, including, without limitation, the provisions of the Sarbanes-Oxley
Act of 2002, by delivering to Corporation a promissory note payable on such terms and over such period as the Committee may determine;


 


(vi)         In
the event Shares are publicly traded, by delivery (in a form approved by the Committee) of an irrevocable direction to a securities
broker acceptable to the Committee (subject to the provisions of the Sarbanes-Oxley Act of 2002 and any other applicable statute
or rule):


 


(A)         To
sell Shares subject to the Award and to deliver all or a part of the sale proceeds to Corporation in payment of all or a part of
the option or purchase price and taxes or withholding taxes attributable to the issuance; or


 


(B)         To
pledge Shares subject to the Award to the broker as security for a loan and to deliver all or a part of the loan proceeds to Corporation
in payment of all or a part of the option or purchase price and taxes or withholding taxes attributable to the issuance; or


 


(vii)        In
any combination of the foregoing or in any other form approved by the Committee.


 




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If Restricted Shares are surrendered
in full or partial payment of the purchase or option price of Shares issuable under an Award, a corresponding number of the Shares
issued upon exercise of the Award will be Restricted Shares subject to the same Restrictions as the surrendered Restricted Shares.
Shares withheld or surrendered as described above will be valued based on their Fair Market Value on the date of the transaction.
Any Shares withheld or surrendered with respect to a Reporting Person will be subject to such additional conditions and limitations
as the Committee may impose to comply with the requirements of the Exchange Act.


 


(i)          Reporting
Persons. With respect to all Awards granted to Reporting Persons, the following limitations will apply only if or to the extent
required by Rule 16b-3 under the Exchange Act, unless the Award Agreement provides otherwise:


 


(i)          Awards
requiring exercise will not be exercisable until at least six months after the date the Award was granted, except in the case of
the death or Disability of the Participant; and


 


(ii)         Shares
issued pursuant to any other Award may not be sold by the Participant for at least six months after acquisition, except in the
case of the death or Disability of the Participant.


 


Award Agreements for Awards to Reporting Persons must
also comply with any future restrictions imposed by such Rule 16b-3.


 


(j)          Service
Periods. At the time of granting an Award, the Committee may specify, by resolution or in the Award Agreement, the period or
periods of service performed or to be performed by the Participant in connection with the grant of the Award.


 


(k)          Clawback/Recovery.
All Awards granted under the Plan will be subject to recoupment in accordance with any clawback policy that Corporation is required
to adopt pursuant to the listing standards of any national securities exchange or association on which Corporation's securities
are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law,
including the Sarbanes-Oxley Act of 2002. In addition, the Committee may impose such other clawback, recovery or recoupment provisions
in an Award Agreement as the Committee determines necessary or appropriate, including without limitation in the event the Participant
accepts employment with a competitor of Corporation or otherwise competes with Corporation. No recovery of compensation under such
a clawback policy will be an event giving rise to a right to resign for "good reason" or "constructive termination"
(or similar term) under any agreement with Corporation or a Subsidiary.


 






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6.6          Performance
Goals.








 


(a)          In
the event an Award is intended to be performance-based, the Committee will establish Performance Goals for each Performance Period
on the basis of such criteria and to accomplish such objectives as the Committee may from time to time select. Unless otherwise
permitted under Code Section 162(m), the Committee shall establish the Performance Goal(s) applicable to each Award intended
to be performance-based in writing no later than the earlier of (a) the date 90 days after the commencement of the applicable Performance
Period or (b) the date on which 25% of the Performance Period has elapsed, and, in any event, at a time when the outcome of the
Performance Goal(s) remains substantially uncertain. Performance Goals may be based on (i) performance criteria for the Corporation,
a subsidiary, or an operating group, (ii) the performance of a business unit of the Corporation, (iii) a Participant's individual
performance, or (iv) a combination of the three. Performance Goals may include objective and subjective criteria. Except with
respect to goals set pursuant to Section 6.6(b), during any Performance Period, the Committee may adjust the Performance Goals
for such Performance Period as it deems equitable in recognition of unusual or nonrecurring events affecting the Corporation, changes
in applicable tax laws or accounting principles, or such other factors as the Committee may determine.


 


(b)          The
Performance Goals for Performance Shares or Restricted Awards granted to executive officers of Corporation may relate to corporate
performance, business unit performance, individual performance, or a combination of the three.


 


(i)          Corporate
Performance Goals will be based on financial performance goals related to the performance of Corporation as a whole and may include
one or more measures related to gross or net revenues, earnings, profitability, cash flow (including measures such as Earnings
Before Interest, Taxes, Depreciation, and Amortization (EBITDA)), efficiency, market share, gross margin, return to stockholders
(such as earnings per share), stock price, revenue growth, return on equity, return on assets or return on invested capital, or
other measures whether expressed as absolute amounts, ratios, or percentages of other amounts.


 


(ii)         Business
unit Performance Goals will be based on a combination of financial goals and strategic goals related to the performance of an identified
business unit for which a Participant has responsibility. Strategic goals for a business unit may include one or a combination
of objective factors relating to success in implementing strategic plans or initiatives, introducing products or services, establishing
new branches, identifying or completing potential acquisitions, limiting losses or containing risks, or other identifiable objectives.
Financial goals for a business unit may include the degree to which the business unit achieves one or more objective measures related
to its gross or net revenues, earnings, profitability, efficiency, gross margin, return on equity, or return on assets.


 


(iii)        Any
corporate or business unit Performance Goals may be expressed as absolute amounts or as ratios or percentages. Success may be measured
against various standards, including budget targets, improvement over prior periods, and performance relative to other companies,
business units, or industry groups.


 




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(iv)         Individual
Performance Goals will measure success in developing and implementing particular tasks assigned to an individual Participant. Individual
Performance Goals will naturally vary depending upon the responsibilities of individual Participants and may include, without limitation,
goals related to success in developing and implementing particular management plans or systems, reorganizing departments, establishing
business relationships, or resolving identified problems.


 


(c)          Prior
to the payment of any Award intended to be performance-based, the Committee must certify in writing that applicable Performance
Goals and any of the material terms thereof were, in fact, satisfied.


 


Article 7

OPTIONS


 


7.1          Types
of Options. Options granted under the Plan may be in the form of Incentive Stock Options or Nonqualified Options. The grant
of each Option and the Award Agreement governing each Option will identify the Option as an ISO or an NQO. In the event the Code
is amended to provide for tax-favored forms of stock options other than or in addition to Incentive Stock Options, the Committee
may grant Options under the Plan meeting the requirements of such forms of options. ISOs may not be awarded unless the Plan is
approved by stockholders within 12 months of adoption of the Plan.


 


7.2          General.
All Options will be subject to the terms and conditions set forth in Article 6 and this Article 7 and Award Agreements
governing Options may contain such additional terms and conditions, not inconsistent with the express provisions of the Plan, as
the Committee deems desirable.


 


7.3          Option
Price. Each Award Agreement for Options will state the option exercise price per Share of Common Stock purchasable under the
Option, which may not be less than 100 percent of the Fair Market Value of a Share on the date of grant for all Options.


 


7.4          Option
Term. The Award Agreement for each Option will specify the term of each Option, which may be unlimited or may have a specified
period during which the Option may be exercised, as determined by the Committee; provided, however, that no ISO may be exercisable
after the expiration of ten years from the date such ISO is granted.


 


7.5          Time
of Exercise. The Award Agreement for each Option will specify, as determined by the Committee:


 


(a)          The
time or times when the Option becomes exercisable and whether the Option becomes exercisable in full or in graduated amounts based
on: (i) continuation of employment over a period specified in the Award Agreement, (ii) satisfaction of Performance Goals
or other criteria specified in the Award Agreement, or (iii) a combination of continuation of employment and satisfaction
of Performance Goals or other criteria;


 




    	- 14 -



    	 



    

 


(b)          Such
other terms, conditions, and restrictions as to when the Option may be exercised as determined by the Committee; and


 


(c)          The
extent, if any, to which the Option will remain exercisable after the Participant ceases to be an employee, Consultant, or director
of Corporation or a Subsidiary.


 


An Award Agreement for an Option may, in the discretion of the
Committee, provide whether, and to what extent, the time when an Option becomes exercisable may be accelerated or otherwise modified
(i) in the event of the death, Disability, or Retirement of the Participant, or (ii) upon the occurrence of a change
in control of Corporation. The Committee may, at any time in its discretion, accelerate the time when all or any portion of an
outstanding Option becomes exercisable.


 


7.6          Special
Rules for Incentive Stock Options. In the case of an Option designated as an Incentive Stock Option, the terms of the Option
and the Award Agreement will conform with the statutory and regulatory requirements specified pursuant to Section 422 of the
Code, as in effect on the date such ISO is granted, including but not limited to the following requirements:


 


(a)          Limited
to Employees. ISOs may be granted only to employees of Corporation or a Subsidiary;


 


(b)          Term
of ISO. ISOs may not remain exercisable after the expiration of 10 years from its grant date;


 


(c)          Ten
Percent Stockholders. In the case of any ISO granted to a Participant who, as of the date of grant, possesses more than 10 percent
of the total combined voting power of all classes of stock of Corporation or any parent or Subsidiary of Corporation, the option
exercise price may not be less than 110 percent of the Fair Market Value of a Share on the date of grant and the ISO may not
remain exercisable after the expiration of five years from its grant date; and


 


(d)          $100,000
Annual Limitation. In the event that Options intended to be ISOs are granted to a Participant in excess of the $100,000 annual
limitation set forth in Code Section 422(d)(1), the Options will be bifurcated so that the Options will be ISOs to the maximum
extent allowable under that limitation and will be NQOs as to any excess over that limitation.


 


7.7          Restricted
Shares. In the discretion of the Committee, the Shares issuable upon exercise of an Option may have restrictions similar to
Restricted Awards if so provided in the Award Agreement for the Option.


 


7.8          Limitation
on Number of Shares Subject to Options. In no event may Options for more than 200,000 Shares be granted to any individual under
the Plan during any calendar year. To the extent required by Section 162(m) of the Code, if any Option is canceled, the canceled
Option shall continue to be counted against the maximum number of Shares for which Options may be granted to an individual under
the Plan.


 




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Article 8

STOCK APPRECIATION RIGHTS


 


8.1          General.
Stock Appreciation Rights are subject to the terms and conditions set forth in Article 6 and this Article 8 and Award
Agreements governing Stock Appreciation Rights may contain such additional terms and conditions, not inconsistent with the express
terms of the Plan, as the Committee deems desirable.


 


8.2          Nature
of Stock Appreciation Right. A Stock Appreciation Right is an Award entitling a Participant to receive an amount equal to the
excess (or, if the Committee determines at the time of grant, a portion of the excess) of the Fair Market Value of a Share of Common
Stock on the date of exercise of the SAR over the base price, as described below, on the date of grant of the SAR, multiplied by
the number of Shares with respect to which the SAR is being exercised. The base price will be designated by the Committee in the
Award Agreement for the SAR and may be the Fair Market Value of a Share on the grant date of the SAR or such other higher price
as the Committee determines. The base price may not be less than the Fair Market Value of a Share on the grant date of the SAR.


 


8.3          Exercise.
A Stock Appreciation Right may be exercised by a Participant in accordance with procedures established by the Committee. The Committee
may also provide that a SAR will be automatically exercised on one or more specified dates or upon the satisfaction of one or more
specified conditions. In the case of SARs granted to Reporting Persons, exercise of the SARs will be limited by the Committee to
the extent required to comply with the applicable requirements of Rule 16b-3 under the Exchange Act.


 


8.4          Form
of Payment. Payment upon exercise of a Stock Appreciation Right may be made in cash, in Shares, in other property, or in any
combination of the foregoing, or any other form as the Committee may determine.


 


8.5          Limitation
on Number of Stock Appreciation Rights. In no event may more than 200,000 Stock Appreciation Rights be granted to any individual
under the Plan during any calendar year. To the extent required by Section 162(m) of the Code, if any SAR is canceled, the canceled
SAR shall continue to be counted against the maximum number of Shares for which SARs may be granted to an individual under the
Plan.


 


Article 9

RESTRICTED AWARDS


 


9.1          Types
of Restricted Awards. Restricted Awards granted under the Plan may be in the form of either Restricted Shares or Restricted
Units.


 


(a)          Restricted
Shares. A Restricted Share is an Award of Shares to a Participant subject to such terms and conditions as the Committee deems
appropriate, including, without limitation, a requirement that the Participant forfeit such Restricted Shares back to the Corporation
upon termination of Participant's employment (or service as a Non-Employee Board Director, Non-Employee Subsidiary Director, or
Consultant) for specified reasons within a specified period of time or upon other conditions, including failure to achieve Performance
Goals, as set forth in the Award Agreement for such Restricted Shares. Each Participant receiving Restricted Shares will be issued
a stock certificate in respect of such Shares, registered in the name of such Participant, and will execute a stock power in blank
with respect to the Shares evidenced by such certificate. The certificate evidencing such Restricted Shares and the stock power
will be held in custody by the Corporation until the Restrictions have lapsed.


 




    	- 16 -



    	 



    

  


(b)          Restricted
Units. A Restricted Unit is an Award of units (with each unit having a value equivalent to one Share) granted to a Participant
subject to such terms and conditions as the Committee deems appropriate, and may include a requirement that the Participant forfeit
such Restricted Units upon termination of Participant's employment (or service as a Non-Employee Board Director, Non-Employee Subsidiary
Director, or Consultant) for specified reasons within a specified period of time or upon other conditions, including failure to
achieve Performance Goals, as set forth in the Award Agreement for such Restricted Units. The Committee will set the terms and
conditions of the Award Agreement so that the Restricted Unit Award will comply with or be exempt from Code Section 409A.


 


9.2           General.
Restricted Awards are subject to the terms and conditions of Article 6 and this Article 9 and Award Agreements governing
Restricted Awards may contain such additional terms and conditions, not inconsistent with the express provisions of the Plan, as
the Committee deems desirable.


 


9.3           Restriction
Period. Award Agreements for Restricted Awards will provide that the Shares subject to Restricted Awards may not be transferred,
and may provide that, in order for a Participant to Vest in such Restricted Awards, the Participant must remain in the employment
(or remain as a Non-Employee Board Director, Non-Employee Subsidiary Director, or Consultant) of Corporation or its Subsidiaries,
subject to relief for reasons specified in the Award Agreement, for a period commencing on the grant date of the Award and ending
on such later date or dates as the Committee may designate at the time of the Award (the "Restriction Period"). During
the Restriction Period, a Participant may not sell, assign, transfer, pledge, encumber, or otherwise dispose of Shares received
under a Restricted Award grant. The Committee, in its sole discretion, may provide for the lapse of restrictions in installments
during the Restriction Period. Upon expiration of the applicable Restriction Period (or lapse of Restrictions during the Restriction
Period where the Restrictions lapse in installments) the Participant will be entitled to settlement of the Restricted Award or
portion thereof, as the case may be. Although Restricted Awards will typically Vest based on continued employment (or service as
a Non-Employee Board Director, Non-Employee Subsidiary Director, or Consultant), the Committee, in its discretion, may condition
Vesting of Restricted Awards on attainment of designated Performance Goals as well as continued employment (or service as a Non-Employee
Board Director, Non-Employee Subsidiary Director, or Consultant). In such case, the Restriction Period for such a Restricted Award
will include the period prior to satisfaction of the Performance Goals.


 


9.4           Forfeiture.
If a Participant ceases to be an employee (or Consultant, Non-Employee Board Director, or Non-Employee Subsidiary Director) of
Corporation or a Subsidiary during the Restriction Period for any reason other than reasons which may be specified in an Award
Agreement (such as death, Disability, or Retirement), the Award Agreement may require that all non-Vested Shares previously granted
to the Participant be forfeited and returned to Corporation.


 




    	- 17 -



    	 



    

 


9.5          Settlement
of Restricted Awards.


 


(a)          Restricted
Shares. Upon Vesting of an Award of Restricted Shares, the restrictive stock legend on certificates for such Shares covering
applicable Restrictions will be removed, the Participant's stock power will be returned, and the Shares will no longer be Restricted
Shares. 


 


(b)          Restricted
Units. Upon Vesting of an Award of Restricted Units, a Participant is entitled to receive payment for Restricted Units in an
amount equal to the aggregate Fair Market Value of the Shares covered by such Restricted Units at the expiration of the applicable
Restriction Period. Payment in settlement of a Restricted Unit will be made as soon as practicable following the conclusion of
the applicable Restriction Period in cash, in installments, in Restricted Shares or in unrestricted Shares equal to the number
of Restricted Units or in any other manner or combination as the Committee, in its sole discretion, determines.


 


9.6           Rights
as a Stockholder. A Participant has, with respect to unforfeited Shares received under an Award of Restricted Shares, all the
rights of a stockholder of Corporation, including the right to vote the Shares and the right to receive any cash dividends. Stock
dividends issued with respect to non-Vested Shares granted under a Restricted Award will be treated as additional Shares covered
by the Restricted Award and will be subject to the same Restrictions. A Participant will have no rights as a stockholder with respect
to an Award of Restricted Units until Shares are issued to the Participant in settlement of the Award.


 


9.7           Limitation
in Number of Restricted Awards. The maximum number of Shares with respect to which Restricted Awards may be granted to any
individual under the Plan during any calendar year is 100,000. To the extent required by Section 162(m) of the Code, if any
Restricted Award is canceled, the canceled Restricted Award shall continue to be counted against the maximum number of Shares for
which Restricted Awards may be granted to an individual under the Plan.


 


Article 10

PERFORMANCE SHARE AWARDS


 


10.1         General.
Performance Share Awards are subject to the terms and conditions set forth in Article 6 and this Article 10 and Award Agreements
governing Performance Share Awards may contain such additional terms and conditions, not inconsistent with the express terms of
the Plan, as the Committee deems desirable.


 


10.2         Nature
of Performance Shares. Each Performance Share shall represent the right of a Participant to receive an actual Share or Share
unit having a value equal to one Share.


 





10.3         Performance
Period. At the time of each Performance Share Award, the Committee shall establish, with respect to each such Award, a Performance
Period during which performance shall be measured. There may be more than one Performance Share Award in existence at any one time,
and Performance Periods may differ.


 






    	- 18 -



    	 



    

 


10.4        Performance
Measures. Performance Shares shall be awarded to a Participant and earned contingent upon the attainment of Performance Goals
established in accordance with Section 6.6.


 


10.5        Payment.


 


10.5.1           Following
the end of the Performance Period, a Participant holding a Performance Share Award will be entitled to receive payment of an amount,
not exceeding the maximum value of the Performance Shares, based on the achievement of the Performance Goals for such Performance
Period, as determined by the Committee.


 


10.5.2           Payment
of Performance Shares shall be made in cash or Shares, as designated by the Committee in the Award Agreement. Payment shall be
made in a lump sum or in installments and shall be subject to such other terms and conditions as shall be determined by the Committee.
A Participant shall be paid with respect to the Participant's Performance Shares no later than the last date that causes the payment
to constitute a short-term deferral that is not subject to Section 409A, unless the Award Agreement includes terms that comply
with Section 409A.


 


10.6        Limitation
on Performance Units. The maximum number of Shares with respect to which Performance Shares may be granted to any individual
under the Plan during any calendar year is 100,000.


 


Article 11

OTHER STOCK-BASED AND COMBINATION AWARDS


 


11.1        Other
Stock-Based Awards. The Committee may grant other Awards under the Plan pursuant to which Shares are or may in the future be
acquired, or Awards denominated in or measured by Share equivalent units, including Awards valued using measures other than the
market value of Shares. Other Stock-Based Awards are not restricted to any specific form or structure and may include, without
limitation, grants of unrestricted Shares, Share purchase warrants, other rights to acquire Shares, and securities convertible
into or redeemable for Shares. Such Other Stock-Based Awards may be granted either alone, in addition to, or in tandem with, any
other type of Award granted under the Plan.


 


11.2        Combination
Awards. The Committee may also grant Awards under the Plan in tandem or combination with other Awards or in exchange of Awards,
or in tandem or combination with, or as alternatives to, grants or rights under any other employee plan of Corporation, including
the plan of any acquired entity. No action authorized by this section will reduce the amount of any existing benefits or change
the terms and conditions thereof without the Participant's consent.


 




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Article 12

DIVIDEND EQUIVALENTS


 


Any Awards may, at the discretion of the
Committee, earn dividend equivalents. In respect of any such Award which is outstanding on a dividend record date for Common Stock,
the Participant may be credited with an amount equal to the amount of cash or stock dividends that would have been paid on the
Shares covered by such Award, had such covered Shares been issued and outstanding on such dividend record date. The Committee will
establish such rules and procedures governing the crediting of dividend equivalents, including the timing, form of payment, and
payment contingencies of such dividend equivalents, as it deems appropriate or necessary.


 


Article 13

ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, ETC.


 


13.1         Plan
Does Not Restrict Corporation. The existence of the Plan and the Awards granted under the Plan will not affect or restrict
in any way the right or power of the Board or the stockholders of Corporation to make or authorize any adjustment, recapitalization,
reorganization, or other change in Corporation's capital structure or its business, any merger or consolidation of Corporation,
any issue of bonds, debentures, preferred or prior preference stocks ahead of or affecting Corporation's capital stock or the rights
thereof, the dissolution or liquidation of Corporation or any sale or transfer of all or any part of its assets or business, or
any other corporate act or proceeding.


 


13.2         Mandatory
Adjustment. In the event of any stock dividend, stock split, reverse stock split, recapitalization, reclassification, or other
distribution of Corporation's securities without the receipt of consideration by Corporation, of or on the Common Stock, the Committee
shall make proportionate adjustments or substitution to the aggregate number and type of Shares for which Awards may be granted
under the Plan, the maximum number and type of Shares which may be sold or awarded to any Participant, the number and type of Shares
covered by each outstanding Award, and the base price or purchase price per Share in respect of outstanding Awards.


 


13.3         Adjustments
by the Committee. In the event of any change in capitalization affecting the Common Stock of Corporation not described in Section
13.2 above, such proportionate adjustments, if any, as the Committee, in its sole discretion, may deem appropriate to reflect such
change, will be made with respect to the aggregate number of Shares for which Awards in respect thereof may be granted under the
Plan, the maximum number of Shares which may be sold or awarded to any Participant, the number of Shares covered by each outstanding
Award, and the base price or purchase price per Share in respect of outstanding Awards. The Committee may also make such adjustments
in the number of Shares covered by, and price or other value of, any outstanding Awards in the event of a spin-off or other distribution
(other than normal cash dividends), of Corporation assets to stockholders.


 




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Article 14

AMENDMENT AND TERMINATION


 


14.1         Amendment
of Plan. The Board at any time, and from time to time, may amend or terminate the Plan; provided that the Plan will terminate
on May 27, 2020, if not terminated by the Board on an earlier date. Except as provided in Article 13, no amendment shall be effective
unless approved by the stockholders of the Corporation to the extent stockholder approval is required to satisfy any applicable
law or securities exchange listing requirements. At the time of such amendment, the Board shall determine, upon advice from counsel,
whether such amendment will be contingent on stockholder approval.


 


14.2         Stockholder
Approval. The Board may, in its sole discretion, submit any other amendment to the Plan for stockholder approval, including,
but not limited to, amendments to the Plan intended to satisfy the requirements of Section 162(m) of the Code and the regulations
thereunder regarding the exclusion of performance-based compensation from the limit on corporate deductibility of compensation
paid to certain executive officers.


 


14.3         Contemplated
Amendments. It is expressly contemplated that the Board may amend the Plan in any respect the Board deems necessary or advisable
to provide Participants with the maximum benefits provided or to be provided under the provisions of the Code and the regulations
promulgated thereunder relating to Incentive Stock Options or to the nonqualified deferred compensation provisions of Code Section 409A
or to bring the Plan or Awards granted under it into compliance therewith.


 


14.4         No
Impairment of Rights. Rights under any Award granted before amendment of the Plan shall not be impaired by any amendment of
the Plan unless (a) the Corporation requests the consent of the Participant and (b) the Participant consents in writing.
However, an amendment of the Plan that results in a cancellation of an Award where the Participant receives a payment equal in
value to the fair market value of the vested Award or, in the case of an Option, the difference between the Fair Market Value and
the exercise price for all Shares subject to the Option, shall not be an impairment of the Participant's rights that requires consent
of the Participant.


 


14.5         Amendment
of Awards. Subject to Section 14.6, the Committee at any time, and from time to time, may amend the terms of any one or more
Awards; provided, however, that if any such amendment impairs a Participant's rights or increases a Participant's obligations under
his or her Award or creates or increases a Participant's federal income tax liability with respect to an Award, such amendment
shall also be subject to the Participant's consent (provided, however, a cancellation of an Award where the Participant receives
a payment equal in value to the fair market value of the vested Award or, in the case of vested Options, the difference between
the Fair Market Value of the Shares subject to an Option and the exercise price, shall not constitute an impairment of the Participant's
rights that requires consent).


 


14.6         No
Repricings or Underwater Buyouts. Except for adjustments made pursuant to Article 13, without the prior approval of the Corporation’s
stockholders, no Option or SAR granted under the Plan may:


 




    	- 21 -



    	 



    

 


14.6.1           be
amended to decrease the exercise price (in the case of an Option) or base price (in the case of a SAR),


 


14.6.2           be
cancelled in exchange for the grant of any new Option or SAR with a lower exercise or base price or any other new Award, or


 


14.6.3           otherwise
be subject to any action that would be treated under accounting rules or otherwise as a "repricing" of such Option or
SAR (including a cash buyout or voluntary surrender/subsequent regrant of an underwater Option or SAR).


 


Article 15

MISCELLANEOUS


 


15.1        Tax
Withholding. Corporation has the right to deduct from any settlement of any Award under the Plan, including the delivery or
Vesting of Shares or Awards, any federal, state, or local taxes of any kind required by law to be withheld with respect to such
payments or to take such other action as may be necessary in the opinion of Corporation to satisfy all obligations for the payment
of such taxes. The recipient of any payment or distribution under the Plan has the obligation to make arrangements satisfactory
to Corporation for the satisfaction of any such tax withholding obligations. Corporation will not be required to make any such
payment or distribution under the Plan until such obligations are satisfied.


 


15.2        Unfunded
Plan. The Plan will be unfunded and Corporation will not be required to segregate any assets that may at any time be represented
by Awards under the Plan. Any liability of Corporation to any person with respect to any Award under the Plan will be based solely
upon any contractual obligations that may be effected pursuant to the Plan. No such obligation of Corporation will be deemed to
be secured by any pledge of, or other encumbrance on, any property of Corporation.


 


15.3        Payments
to Trust. The Committee is authorized to cause to be established a trust agreement or several trust agreements whereunder the
Committee may make payments of amounts due or to become due to Participants in the Plan.


 


15.4        Fractional
Shares. No fractional Shares of Common Stock will be issued or delivered under the Plan or any Option and Options granted under
the Plan will not be exercisable with respect to fractional Shares. In lieu of such fractional Shares, the Corporation will pay
an amount in cash equal to the same fraction using the Fair Market Value of a Share of Common Stock.


 


15.5        Annulment
of Awards. Any Award Agreement may provide that the grant of an Award payable in cash is revocable until cash is paid in settlement
thereof or that grant of an Award payable in Shares is revocable until the Participant becomes entitled to the certificate in settlement
thereof. In the event a Participant's employment (or service as a Non-Employee Board Director, Non-Employee Subsidiary Director,
or Consultant) terminates for cause (as defined below), any Award which is revocable will be annulled as of the date of such termination
for cause. For the purpose of this Section 15.5, the term "for cause" has the meaning set forth in the Participant's
employment agreement, if any, or otherwise means any discharge (or removal) for material or flagrant violation of the policies
and procedures of Corporation or for other performance or conduct which is materially detrimental to the best interests of Corporation,
as determined by the Committee.


 




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15.6         Engaging
in Competition With Corporation. Any Award Agreement may provide that, if a Participant terminates employment (or service as
a Non-Employee Board Director, Non-Employee Subsidiary Director, or Consultant) with Corporation or a Subsidiary for any reason
whatsoever, and within a period of time (as specified in the Award Agreement) after the date thereof accepts employment with any
competitor of (or otherwise engages in competition with) Corporation, the Committee, in its sole discretion, may require such Participant
to return to Corporation the economic value of any Award that is realized or obtained (measured at the date of exercise, Vesting,
or payment) by such Participant at any time during the period beginning on the date that is six months prior to the date of such
Participant's termination of employment (or service as a Non-Employee Board Director, Non-Employee Subsidiary Director, or Consultant)
with Corporation.


 


15.7         Other
Corporation Benefit and Compensation Programs. Payments and other benefits received by a Participant under an Award made pursuant
to the Plan are not to be deemed a part of a Participant's regular, recurring compensation for purposes of the termination indemnity
or severance pay law of any state or country and will not be included in, or have any effect on, the determination of benefits
under any other employee benefit plan or similar arrangement provided by Corporation or a Subsidiary unless expressly so provided
by such other plan or arrangements, or except where the Committee expressly determines that an Award or portion of an Award should
be included to accurately reflect competitive compensation practices or to recognize that an Award has been made in lieu of a portion
of cash compensation. Awards under the Plan may be made in combination with or in tandem with, or as alternatives to, grants, awards,
or payments under any other Corporation or Subsidiary plans, arrangements, or programs. The Plan notwithstanding, Corporation or
any Subsidiary may adopt such other compensation programs and additional compensation arrangements as it deems necessary to attract,
retain, and reward employees and directors for their service with Corporation and its Subsidiaries.


 


15.8         Securities
Law Restrictions. No Shares may be issued under the Plan unless counsel for Corporation is satisfied that such issuance will
be in compliance with applicable federal and state securities laws. Certificates for Shares delivered under the Plan may be subject
to such stop-transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations, and other
requirements of the Securities and Exchange Commission, any stock exchange or registered securities association upon which the
Common Stock is then listed or quoted, and any applicable federal or state securities laws. The Committee may cause a legend or
legends to be put on any such certificates to make appropriate reference to such restrictions.


 


15.9         Continuing
Restriction Agreement. Each Participant will, if requested by Corporation and as a condition to issuance of Shares under the
Plan upon an Award or exercise of an Award granted under the Plan that results in the issuance of Shares, become a party to and
be bound by a stock restriction or other agreement with Corporation containing restrictions on transfer of Shares, including a
right of first refusal for the benefit of Corporation, a market stand-off provision, and such other terms as Corporation may reasonably
require.


 




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15.10         Governing
Law. Except with respect to references to the Code or federal securities laws, the Plan and all actions taken thereunder will
be governed by and construed in accordance with the laws of the state of Maryland, without regard to principles of conflicts of
laws.


 


As approved by the stockholders of Barrett
Business Services, Inc., on May 27, 2015


 








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