Exhibit 10.4


 


TEMPUS APPLIED SOLUTIONS HOLDINGS, INC.


2015 OMNIBUS INCENTIVE
PLAN


 


1.            Purpose.
The purpose of the Tempus Applied Solutions Holdings, Inc. 2015 Omnibus Incentive Plan is to provide a means through which the
Company and its Affiliates may attract and retain key personnel and to provide a means whereby directors, officers, managers, employees,
consultants and advisors of the Company and its Affiliates can acquire and maintain an equity interest in the Company, or be paid
incentive compensation, which may (but need not) be measured by reference to the value of Common Shares, thereby strengthening
their commitment to the welfare of the Company and its Affiliates and aligning their interests with those of the Company’s
stockholders.


 


2.            Definitions.
The following definitions shall be applicable throughout this Plan:


 


(a)            “Affiliate”
means (i) any person or entity that directly or indirectly controls, is controlled by or is under common control with the
Company and/or (ii) to the extent provided by the Committee, any person or entity in which the Company has a significant interest
as determined by the Committee in its discretion. The term “control” (including, with correlative meaning, the terms
“controlled by” and “under common control with”), as applied to any person or entity, means the possession,
directly or indirectly, of the power to direct or cause the direction of the management and policies of such person or entity,
whether through the ownership of voting or other securities, by contract or otherwise.


 


(b)           “Award”
means, individually or collectively, any Incentive Stock Option, Nonqualified Stock Option, Stock Appreciation Right, Restricted
Stock, Restricted Stock Unit, Stock Bonus Award and Performance Compensation Award granted under this Plan.


 


(c)            “Award
Agreement” means an agreement made and delivered in accordance with Section 15(a) of this Agreement evidencing the
grant of an Award hereunder.


 


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


 


(e)            “Business
Combination” has the meaning given such term in the definition of “Change in Control.”


 


(f)            “Business
Day” means any day other than a Saturday, a Sunday or a day on which banking institutions in New York City are
authorized or obligated by federal law or executive order to be closed.


 


(g)           “Cause” means,
in the case of a particular Award, unless the applicable Award Agreement states otherwise, (i) the Company or an Affiliate
having “cause” to terminate a Participant’s employment or service, as defined in any employment or consulting
agreement or similar document or policy between the Participant and the Company or an Affiliate in effect at the time of such termination
or (ii) in the absence of any such employment or consulting agreement, document or policy (or the absence of any definition
of “Cause” contained therein), (A) a continuing material breach or material default (including, without limitation,
any material dereliction of duty) by Participant of any agreement between the Participant and the Company, except for any such
breach or default which is caused by the physical disability of the Participant (as determined by a neutral physician), or a continuing
failure by the Participant to follow the direction of a duly authorized representative of the Company; (B) gross negligence, willful
misfeasance or breach of fiduciary duty by the Participant; (C) the commission by the Participant of an act of fraud, embezzlement
or any felony or other crime of dishonesty in connection with the Participant’s duties; or (D) conviction of the
Participant of a felony or any other crime that would materially and adversely affect: (i) the business reputation
of the Company or (ii) the performance of the Participant’s duties to the Company. Any determination
of whether Cause exists shall be made by the Committee in its sole discretion.


 






    	 



    	 



    

 


(h)           “Change
in Control” shall, in the case of a particular Award, unless the applicable Award Agreement states otherwise or contains
a different definition of “Change in Control,” be deemed to occur upon:


 


(i)      An
acquisition (whether directly from the Company or otherwise) of any voting securities of the Company (the “Voting Securities”)
by any “Person” (as the term person is used for purposes of Section 13(d) or 14(d) of the Securities and Exchange Act
of 1934, as amended (the “Exchange Act”)), immediately after which such Person has “Beneficial
Ownership” (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than fifty percent (50%) of the
combined voting power of the Company’s then outstanding Voting Securities.


 


(ii)    The
individuals who constitute the members of the Board cease, by reason of a financing, merger, combination, acquisition, takeover
or other non-ordinary course transaction affecting the Company, to constitute at least fifty-one percent (51%) of the members of
the Board; or


 


(iii)   Approval
by the Board and, if required, stockholders of the Company of, or execution by the Company of any definitive agreement with respect
to, or the consummation of (it being understood that the mere execution of a term sheet, memorandum of understanding or other non-binding
document shall not constitute a Change of Control):


 


(A)     A
merger, consolidation or reorganization involving the Company, where either or both of the events described in clauses (i) or (ii)
above would be the result;


 


(B)     A
liquidation or dissolution of or appointment of a receiver, rehabilitator, conservator or similar person for, or the filing by
a third party of an involuntary bankruptcy against, the Company; provided, however, that to the extent necessary to comply with
Section 409A of the Code, the occurrence of an event described in this subsection (B) shall not trigger the settlement or payment
of any Award granted under this Plan that constitutes non-exempt “deferred compensation” for purposes of Section 409A
of the Code; or


 


(C)     An
agreement for the sale or other disposition of all or substantially all of the assets of the Company to any Person (other than
a transfer to a subsidiary of the Company). 


 


(i)             “Code”
means the Internal Revenue Code of 1986, as amended, and any successor thereto. References in this Plan to any section of the Code
shall be deemed to include any regulations or other interpretative guidance under such section, and any amendments or successor
provisions to such section, regulations or guidance.


 


(j)             “Committee”
means a committee of at least two people as the Board may appoint to administer this Plan or, if no such committee has been appointed
by the Board, the Board. Unless altered by an action of the Board, the Committee shall be the Compensation Committee of the Board.


 


(k)            “Common Shares” means the common stock, par value $0.0001 per share, of the Company (and any stock
or other securities into which such common shares may be converted or into which they may be exchanged).


 


(l)             “Company”
means Tempus Applied Solutions Holdings, Inc., a Delaware corporation, together with its successors and assigns.


 


(m)           “Date
of Grant” means the date on which the granting of an Award is authorized, or such other date as may be specified
in such authorization.


 


(n)           “Disability”
means a “permanent and total” disability incurred by a Participant while in the employ of the Company or an Affiliate.
For this purpose, a permanent and total disability shall mean that the Participant is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be
expected to last for a continuous period of not less than twelve (12) months.


 


(o)           “Effective
Date” means the date as of which this Plan is adopted by the Board, subject to Section 3 of this Plan.


 






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(p)           “Eligible
Director” means a person who is (i) a “non-employee director” within the meaning of Rule 16b-3 under
the Exchange Act, and (ii) an “outside director” within the meaning of Section 162(m) of the Code.


 


(q)           “Eligible
Person” means any (i) individual employed by the Company or an Affiliate; provided, however, that
no such employee covered by a collective bargaining agreement shall be an Eligible Person unless and to the extent that such eligibility
is set forth in such collective bargaining agreement or in an agreement or instrument relating thereto; (ii) director of the
Company or an Affiliate; or (iii) consultant or advisor to the Company or an Affiliate, provided that if the Securities Act
applies such persons must be eligible to be offered securities registrable on Form S-8 under the Securities Act.


 


(r)             “Exchange
Act” has the meaning given such term in the definition of “Change in Control,” and any reference in this
Plan to any section of (or rule promulgated under) the Exchange Act shall be deemed to include any rules, regulations or other
interpretative guidance under such section or rule, and any amendments or successor provisions to such section, rules, regulations
or guidance.


 


(s)            “Exercise
Price” has the meaning given such term in Section 7(b) of this Plan.


 


(t)             “Fair
Market Value”, unless otherwise provided by the Committee in accordance with all applicable laws, rules regulations
and standards, means, on a given date, (i) if the Stock is listed on a securities exchange, the closing sales price on the principal
such exchange on such date or, in the absence of reported sales on such date, the closing sales price on the immediately preceding
date on which sales were reported, or (ii) if the Stock is not listed on a securities exchange, the mean between the bid and offered
prices as quoted by the applicable interdealer quotation system for such date, provided that if the Stock is not quoted on an interdealer
quotation system or it is determined that the fair market value is not properly reflected by such quotations, Fair Market Value
will be determined by such other method as the Committee determines in good faith to be reasonable and in compliance with Code
Section 409A.


 


(u)           “Immediate
Family Members” shall have the meaning set forth in Section 15(b) of this Plan.


 


(v)           “Incentive
Stock Option” means an Option that is designated by the Committee as an incentive stock option as described in Section 422
of the Code and otherwise meets the requirements set forth in this Plan.


 


(w)           “Indemnifiable
Person” shall have the meaning set forth in Section 4(e) of this Plan.


 


(x)            “Negative
Discretion” shall mean the discretion authorized by this Plan to be applied by the Committee to eliminate or reduce
the size of a Performance Compensation Award consistent with Section 162(m) of the Code.


 


(y)           “Nonqualified
Stock Option” means an Option that is not designated by the Committee as an Incentive Stock Option.


 


(z)            “Option”
means an Award granted under Section 7 of this Plan.


 


(aa)          “Option
Period” has the meaning given such term in Section 7(c) of this Plan.


 


(bb)         “Outstanding
Company Common Shares” has the meaning given such term in the definition of “Change in Control.”


 


(cc)          “Outstanding
Company Voting Securities” has the meaning given such term in the definition of “Change in Control.”


 






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(dd)         “Participant”
means an Eligible Person who has been selected by the Committee to participate in this Plan and to receive an Award pursuant to
Section 6 of this Plan.


 


(ee)          “Performance
Compensation Award” shall mean any Award designated by the Committee as a Performance Compensation Award pursuant
to Section 11 of this Plan.


 


(ff)           “Performance
Criteria” shall mean the criterion or criteria that the Committee shall select for purposes of establishing the Performance
Goal(s) for a Performance Period with respect to any Performance Compensation Award under this Plan.


 


(gg)         “Performance
Formula” shall mean, for a Performance Period, the one or more objective formulae applied against the relevant Performance
Goal to determine, with regard to the Performance Compensation Award of a particular Participant, whether all, some portion but
less than all, or none of the Performance Compensation Award has been earned for the Performance Period.


 


(hh)         “Performance
Goals” shall mean, for a Performance Period, the one or more goals established by the Committee for the Performance
Period based upon the Performance Criteria.


 


(ii)            “Performance
Period” shall mean the one or more periods of time, as the Committee may select, over which the attainment of one
or more Performance Goals will be measured for the purpose of determining a Participant’s right to, and the payment of, a
Performance Compensation Award.


 


(jj)            “Permitted
Transferee” shall have the meaning set forth in Section 15(b) of this Plan.


 


(kk)          “Person”
has the meaning given such term in the definition of “Change in Control.”


 


(ll)            “Plan”
means this Tempus Applied Solutions Holdings, Inc. 2015 Omnibus Incentive Plan, as amended from time to time.


 


(mm)       “Retirement”
means the fulfillment of each of the following conditions: (i) the Participant is good standing with the Company as determined
by the Committee; (ii) the voluntary termination by a Participant of such Participant’s employment or service to the Company
and (B) that at the time of such voluntary termination, the sum of: (1) the Participant’s age (calculated to the nearest
month, with any resulting fraction of a year being calculated as the number of months in the year divided by 12) and (2) the Participant’s
years of employment or service with the Company (calculated to the nearest month, with any resulting fraction of a year being calculated
as the number of months in the year divided by 12) equals at least 62 (provided that, in any case, the foregoing shall only be
applicable if, at the time of Retirement, the Participant shall be at least 55 years of age and shall have been employed by or
served with the Company for no less than 5 years).


 


(nn)         “Restricted
Period” means the period of time determined by the Committee during which an Award is subject to restrictions or,
as applicable, the period of time within which performance is measured for purposes of determining whether an Award has been earned.


 


(oo)         “Restricted
Stock Unit” means an unfunded and unsecured promise to deliver Common Shares, cash, other securities or other property,
subject to certain restrictions (including, without limitation, a requirement that the Participant remain continuously employed
or provide continuous services for a specified period of time), granted under Section 9 of this Plan.


 


(pp)         “Restricted
Stock” means Common Shares, subject to certain specified restrictions (including, without limitation, a requirement
that the Participant remain continuously employed or provide continuous services for a specified period of time), granted under
Section 9 of this Plan.


 


(qq)         “SAR
Period” has the meaning given such term in Section 8(c) of this Plan.


 






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(rr)           “Securities
Act” means the Securities Act of 1933, as amended, and any successor thereto. Reference in this Plan to any section
of the Securities Act shall be deemed to include any rules, regulations or other official interpretative guidance under such section,
and any amendments or successor provisions to such section, rules, regulations or guidance.


 


(ss)          “Stock
Appreciation Right” or “SAR” means an Award granted under Section 8 of this
Plan which meets all of the requirements of Section 1.409A-1(b)(5)(i)(B) of the Treasury Regulations.


 


(tt)           “Stock
Bonus Award” means an Award granted under Section 10 of this Plan.


 


(uu)         “Strike
Price” means, except as otherwise provided by the Committee in the case of Substitute Awards, (i) in the case
of a SAR granted in tandem with an Option, the Exercise Price of the related Option, or (ii) in the case of a SAR granted
independent of an Option, the Fair Market Value on the Date of Grant.


 


(vv)         “Subsidiary”
means, with respect to any specified Person:


 


(i)             any
corporation, association or other business entity of which more than 50% of the total voting power of shares of Outstanding Company
Voting Securities (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’
agreement that effectively transfers voting power) is at the time owned or controlled, directly or indirectly, by that Person or
one or more of the other Subsidiaries of that Person (or a combination thereof); and


 


(ii)                 any
partnership or limited liability company (or any comparable foreign entity) (a) the sole general partner or managing member
(or functional equivalent thereof) or the managing general partner of which is such Person or Subsidiary of such Person or (b) the
only general partners or managing members (or functional equivalents thereof) of which are that Person or one or more Subsidiaries
of that Person (or any combination thereof).


 


(ww)       “Substitute
Award” has the meaning given such term in Section 5(e).


 


(xx)          “Treasury
Regulations” means any regulations, whether proposed, temporary or final, promulgated by the U.S. Department of Treasury
under the Code, and any successor provisions.


 


3.             Effective
Date; Duration. The Plan shall be effective as of the Effective Date, subject to approval by the stockholders of the Company
(or by the stockholders of Chart Acquisition Corp, as predecessor to the Company), which approval shall be within twelve (12) months
before or after the date this Plan is adopted by the Board. The expiration date of this Plan, on and after which date no Awards
may be granted hereunder, shall be the tenth anniversary of the Effective Date;provided, however, that such expiration shall
not affect Awards then outstanding, and the terms and conditions of this Plan shall continue to apply to such Awards.


 


4.            Administration.


 


(a)            The
Committee shall administer this Plan. To the extent required to comply with the provisions of Rule 16b-3 promulgated under the
Exchange Act (if the Board is not acting as the Committee under this Plan) or necessary to obtain the exception for performance-based
compensation under Section 162(m) of the Code, as applicable, it is intended that each member of the Committee shall, at the
time he takes any action with respect to an Award under this Plan, be an Eligible Director. However, the fact that a Committee
member shall fail to qualify as an Eligible Director shall not invalidate any Award granted by the Committee that is otherwise
validly granted under this Plan. The acts of a majority of the members present at any meeting at which a quorum is present or acts
approved in writing by a majority of the Committee shall be deemed the acts of the Committee. Whether a quorum is present shall
be determined based on the Committee’s charter as approved by the Board.


 






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(b)           Subject
to the provisions of this Plan and applicable law, the Committee shall have the sole and plenary authority, in addition to other
express powers and authorizations conferred on the Committee by this Plan and its charter, to: (i) designate Participants;
(ii) determine the type or types of Awards to be granted to a Participant; (iii) determine the number of Common Shares
to be covered by, or with respect to which payments, rights, or other matters are to be calculated in connection with, Awards;
(iv) determine the terms and conditions of any Award; (v) determine whether, to what extent, and under what circumstances
Awards may be settled or exercised in cash, Common Shares, other securities, other Awards or other property, or canceled, forfeited,
or suspended and the method or methods by which Awards may be settled, exercised, canceled, forfeited, or suspended; (vi) determine
whether, to what extent, and under what circumstances the delivery of cash, Common Shares, other securities, other Awards or other
property and other amounts payable with respect to an Award; (vii) interpret, administer, reconcile any inconsistency in,
settle any controversy regarding, correct any defect in and/or complete any omission in this Plan and any instrument or agreement
relating to, or Award granted under, this Plan; (viii) establish, amend, suspend, or waive any rules and regulations and appoint
such agents as the Committee shall deem appropriate for the proper administration of this Plan; (ix) accelerate the vesting
or exercisability of, payment for or lapse of restrictions on, Awards; and (x) make any other determination and take any other
action that the Committee deems necessary or desirable for the administration of this Plan.


 


(c)            The
Committee may, by resolution, expressly delegate to a special committee, consisting of one or more directors who may but need not
be officers of the Company, the authority, within specified parameters as to the number and types of Awards, to (i) designate officers
and/or employees of the Company or any of its Affiliates to be recipients of Awards under the Plan, and (ii) to determine the number
of such Awards to be received by any such Participants; provided, however, that such delegation of duties and responsibilities
may not be made with respect to grants of Awards to persons (i) subject to Section 16 of the Exchange Act or (ii) who
are, or who are reasonably expected to be, “covered employees” for purposes of Section 162(m) of the Code. The
acts of such delegates shall be treated as acts of the Board, and such delegates shall report regularly to the Board and the Committee
regarding the delegated duties and responsibilities and any Awards granted.


 


(d)           Unless
otherwise expressly provided in this Plan, all designations, determinations, interpretations, and other decisions under or with
respect to this Plan or any Award or any documents evidencing Awards granted pursuant to this Plan shall be within the sole discretion
of the Committee, may be made at any time and shall be final, conclusive and binding upon all persons or entities, including, without
limitation, the Company, any Affiliate, any Participant, any holder or beneficiary of any Award, and any stockholder of the Company.


 


(e)            No
member of the Board, the Committee, delegate of the Committee or any employee, advisor or agent of the Company or the Board or
the Committee (each such person, an “Indemnifiable Person”) shall be liable for any action taken or omitted
to be taken or any determination made in good faith with respect to this Plan or any Award hereunder. Each Indemnifiable Person
shall be indemnified and held harmless by the Company against and from (and the Company shall pay or reimburse on demand for) any
loss, cost, liability, or expense (including attorneys’ fees) that may be imposed upon or incurred by such Indemnifiable
Person in connection with or resulting from any action, suit or proceeding to which such Indemnifiable Person may be a party or
in which such Indemnifiable Person may be involved by reason of any action taken or omitted to be taken under this Plan or any
Award Agreement and against and from any and all amounts paid by such Indemnifiable Person with the Company’s approval, in
settlement thereof, or paid by such Indemnifiable Person in satisfaction of any judgment in any such action, suit or proceeding
against such Indemnifiable Person, provided, that the Company shall have the right, at its own expense, to assume and
defend any such action, suit or proceeding and once the Company gives notice of its intent to assume the defense, the Company shall
have sole control over such defense with counsel of the Company’s choice. The foregoing right of indemnification shall not
be available to an Indemnifiable Person to the extent that a final judgment or other final adjudication (in either case not subject
to further appeal) binding upon such Indemnifiable Person determines that the acts or omissions of such Indemnifiable Person giving
rise to the indemnification claim resulted from such Indemnifiable Person’s bad faith, fraud or willful criminal act or omission
or that such right of indemnification is otherwise prohibited by law or by the Company’s Certificate of Incorporation or
Bylaws. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such Indemnifiable
Persons may be entitled under the Company’s Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or
any other power that the Company may have to indemnify such Indemnifiable Persons or hold them harmless.


 


(f)            Notwithstanding
anything to the contrary contained in this Plan, the Board may, in its sole discretion, at any time and from time to time, grant
Awards and administer this Plan with respect to such Awards. In any such case, the Board shall have all the authority granted to
the Committee under this Plan. 


 






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5.            Grant
of Awards; Shares Subject to this Plan; Limitations.


 


(a)            The
Committee may, from time to time, grant Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Stock Bonus
Awards and/or Performance Compensation Awards to one or more Eligible Persons.


 


(b)            Subject
to Section 12 of this Plan, the Committee is authorized to deliver under this Plan an aggregate number of Common Shares equal to
7.5% of the outstanding Common Shares on the Effective Date.


 


(c)            Common
Shares underlying Awards under this Plan that are forfeited, cancelled, expire unexercised, or are settled in cash shall be available
again for Awards under this Plan at the same ratio at which they were previously granted. Notwithstanding the foregoing, the following
Common Shares shall not be available again for Awards under the Plan: (i) shares tendered or held back upon the exercise of an
Option or settlement of an Award to cover the Exercise Price of an Award; (ii) shares that are used or withheld to satisfy tax
obligations of the Participant; and (iii) shares subject to a Stock Appreciation Right that are not issued in connection with the
stock settlement of the SAR upon exercise thereof.


 


(d)            Common
Shares delivered by the Company in settlement of Awards may be authorized and unissued shares, shares held in the treasury of the
Company, shares purchased on the open market or by private purchase, or a combination of the foregoing.


 


(e)            Subject
to compliance with Section 1.409A-3(f) of the Treasury Regulations, Awards may, in the sole discretion of the Committee, be granted
under this Plan in assumption of, or in substitution for, outstanding awards previously granted by an entity acquired by the Company
or with which the Company combines (“Substitute Awards”). The number of Common Shares underlying any
Substitute Awards shall be counted against the aggregate number of Common Shares available for Awards under this Plan.


 


(f)            Notwithstanding any provision in the Plan to the contrary (but subject to adjustment as provided in Section 12), the Committee
shall not grant to any one Eligible Person in any one calendar year Awards (i) for more than 150,000 Common Shares in the aggregate
or (ii) payable in cash in an amount exceeding $600,000 in the aggregate. 


 


6.            Eligibility.
Participation shall be limited to Eligible Persons who have entered into an Award Agreement or who have received written notification
from the Committee, or from a person designated by the Committee, that they have been selected to participate in this Plan.


 


7.            Options.


 


(a)            Generally.
Each Option granted under this Plan shall be evidenced by an Award Agreement (whether in paper or electronic medium (including
email or the posting on a web site maintained by the Company or a third party under contract with the Company)). Each Option so
granted shall be subject to the conditions set forth in this Section 7, and to such other conditions not inconsistent with
this Plan as may be reflected in the applicable Award Agreement. All Options granted under this Plan shall be Nonqualified Stock
Options unless the applicable Award Agreement expressly states that the Option is intended to be an Incentive Stock Option. Notwithstanding
any designation of an Option, to the extent that the aggregate Fair Market Value of Common Shares with respect to which Options
designated as Incentive Stock Options are exercisable for the first time by any Participant during any calendar year (under all
plans of the Company or any Subsidiary) exceeds $100,000, such excess Options shall be treated as Nonqualified Stock Options. Incentive
Stock Options shall be granted only to Eligible Persons who are employees of the Company and its Affiliates, and no Incentive Stock
Option shall be granted to any Eligible Person who is ineligible to receive an Incentive Stock Option under the Code. No Option
shall be treated as an Incentive Stock Option unless this Plan has been approved by the stockholders of the Company in a manner
intended to comply with the stockholder approval requirements of Section 422(b)(1) of the Code, provided that any Option intended
to be an Incentive Stock Option shall not fail to be effective solely on account of a failure to obtain such approval, but rather
such Option shall be treated as a Nonqualified Stock Option unless and until such approval is obtained. In the case of an Incentive
Stock Option, the terms and conditions of such grant shall be subject to and comply with such rules as may be prescribed by Section 422
of the Code. If for any reason an Option intended to be an Incentive Stock Option (or any portion thereof) shall not qualify as
an Incentive Stock Option, then, to the extent of such nonqualification, such Option or portion thereof shall be regarded as a
Nonqualified Stock Option appropriately granted under this Plan.


 






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(b)           Exercise
Price. The exercise price (“Exercise Price”) per Common Share for each Option shall not be less
than 100% of the Fair Market Value of such share determined as of the Date of Grant; provided, however, that in the
case of an Incentive Stock Option granted to an employee who, at the time of the grant of such Option, owns shares representing
more than 10% of the voting power of all classes of shares of the Company or any Affiliate, the Exercise Price per share shall
not be less than 110% of the Fair Market Value per share on the Date of Grant; and, provided further, that notwithstanding
any provision herein to the contrary, the Exercise Price shall not be less than the par value per Common Share.


 


(c)            Vesting
and Expiration. Options shall vest and become exercisable in such manner and on such date or dates determined by the Committee
and as set forth in the applicable Award Agreement, and shall expire after such period, not to exceed ten (10) years from the Date
of Grant, as may be determined by the Committee (the “Option Period”); provided, however,
that the Option Period shall not exceed five (5) years from the Date of Grant in the case of an Incentive Stock Option granted
to a Participant who on the Date of Grant owns shares representing more than 10% of the voting power of all classes of shares of
the Company or any Affiliate; and, provided, further, that notwithstanding any vesting dates set by the
Committee, the Committee may, in its sole discretion, accelerate the exercisability of any Option, which acceleration shall not
affect the terms and conditions of such Option other than with respect to exercisability. Unless otherwise provided by the Committee
in an Award Agreement:


 


(i)             an
Option shall vest and become exercisable with respect to 100% of the Common Shares subject to such Option on the third (3rd)
anniversary of the Date of Grant;


 


(ii)            the
unvested portion of an Option shall expire upon termination of employment or service of the Participant granted the Option, and
the vested portion of such Option shall remain exercisable for:


 


(A)               one
year following termination of employment or service by reason of such Participant’s death or Disability (with the determination
of Disability to be made by the Committee on a case by case basis), but not later than the expiration of the Option Period;


 


(B)                for
directors, officers and employees of the Company only, for the remainder of the Option Period following termination of employment
or service by reason of such Participant’s Retirement (it being understood that any Incentive Stock Option held by the Participant
shall be treated as a Nonqualified Stock Option if exercise is not undertaken within 90 days of the date of Retirement);


 


(C)                90
calendar days following termination of employment or service for any reason other than such Participant’s death, Disability
or Retirement, and other than such Participant’s termination of employment or service for Cause, but not later than the expiration
of the Option Period; and


 


(iii)          both
the unvested and the vested portion of an Option shall immediately expire upon the termination of the Participant’s employment
or service by the Company for Cause.


 






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(d)           Method
of Exercise and Form of Payment. No Common Shares shall be delivered pursuant to any exercise of an Option until payment in
full of the Exercise Price therefor is received by the Company and the Participant has paid to the Company an amount equal to
any federal, state, local and non-U.S. income and employment taxes required to be withheld. Options that have become exercisable
may be exercised by delivery of written or electronic notice of exercise to the Company in accordance with the terms of the Award
Agreement accompanied by payment of the Exercise Price. The Exercise Price shall be payable (i) in cash, check (subject to
collection), cash equivalent and/or vested Common Shares valued at the Fair Market Value at the time the Option is exercised (including,
pursuant to procedures approved by the Committee, by means of attestation of ownership of a sufficient number of Common Shares
in lieu of actual delivery of such shares to the Company); provided, however, that such Common Shares are not
subject to any pledge or other security interest and; (ii) by such other method as the Committee may permit in accordance
with applicable law, in its sole discretion, including without limitation: (A) in other property having a fair market value
(as determined by the Committee in its discretion) on the date of exercise equal to the Exercise Price or (B) if there is
a public market for the Common Shares at such time, by means of a broker-assisted “cashless exercise” pursuant to
which the Company is delivered a copy of irrevocable instructions to a stockbroker to sell the Common Shares otherwise deliverable
upon the exercise of the Option and to deliver promptly to the Company an amount equal to the Exercise Price or (C) by a
“net exercise” method whereby the Company withholds from the delivery of the Common Shares for which the Option was
exercised that number of Common Shares having a Fair Market Value equal to the aggregate Exercise Price for the Common Shares
for which the Option was exercised. Any fractional Common Shares shall be settled in cash.


 


(e)            Notification
upon Disqualifying Disposition of an Incentive Stock Option. Each Participant awarded an Incentive Stock Option under this
Plan shall notify the Company in writing immediately after the date he makes a disqualifying disposition of any Common Shares acquired
pursuant to the exercise of such Incentive Stock Option. A disqualifying disposition is any disposition (including, without limitation,
any sale) of such Common Shares before the later of (A) two years after the Date of Grant of the Incentive Stock Option or
(B) one year after the date of exercise of the Incentive Stock Option. The Company may, if determined by the Committee and
in accordance with procedures established by the Committee, retain possession of any Common Shares acquired pursuant to the exercise
of an Incentive Stock Option as agent for the applicable Participant until the end of the period described in the preceding sentence.


 


(f)            Compliance
with Laws, etc. Notwithstanding the foregoing, in no event shall a Participant be permitted to exercise an Option in a
manner that the Committee determines would violate the Sarbanes-Oxley Act of 2002, if applicable, or any other applicable law or
the applicable rules and regulations of the Securities and Exchange Commission or the applicable rules and regulations of any securities
exchange or inter-dealer quotation system on which the securities of the Company are listed or traded.


 


8.            Stock
Appreciation Rights.


 


(a)            Generally.
Each SAR granted under this Plan shall be evidenced by an Award Agreement (whether in paper or electronic medium (including email
or the posting on a web site maintained by the Company or a third party under contract with the Company)). Each SAR so granted
shall be subject to the conditions set forth in this Section 8, and to such other conditions not inconsistent with this Plan
as may be reflected in the applicable Award Agreement. Any Option granted under this Plan may include tandem SARs. The Committee
also may award SARs to Eligible Persons independent of any Option.


 


(b)           Exercise
Price. The Exercise Price per Common Share for each Option shall not be less than 100% of the Fair Market Value of
such share determined as of the Date of Grant.


 


(c)            Vesting
and Expiration. A SAR granted in connection with an Option shall become exercisable and shall expire according to the same
vesting schedule and expiration provisions as the corresponding Option. A SAR granted independent of an Option shall vest and become
exercisable and shall expire in such manner and on such date or dates determined by the Committee and shall expire after such period,
not to exceed ten years, as may be determined by the Committee (the “SAR Period”); provided,
however, that notwithstanding any vesting dates set by the Committee, the Committee may, in its sole discretion, accelerate
the exercisability of any SAR, which acceleration shall not affect the terms and conditions of such SAR other than with respect
to exercisability. Unless otherwise provided by the Committee in an Award Agreement:


 


(i)            a
SAR shall vest and become exercisable with respect to 100% of the Common Shares subject to such SAR on the third anniversary of
the Date of Grant;


 






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(ii)           the
unvested portion of a SAR shall expire upon termination of employment or service of the Participant granted the SAR, and the vested
portion of such SAR shall remain exercisable for:


 


(A)               one
year following termination of employment or service by reason of such Participant’s death or Disability (with the determination
of Disability to be made by the Committee on a case by case basis), but not later than the expiration of the SAR Period;


 


(B)                for
directors, officers and employees of the Company only, for the remainder of the SAR Period following termination of employment
or service by reason of such Participant’s Retirement;


 


(C)                90
calendar days following termination of employment or service for any reason other than such Participant’s death, Disability
or Retirement, and other than such Participant’s termination of employment or service for Cause, but not later than the expiration
of the SAR Period; and


 


(iii)          both
the unvested and the vested portion of a SAR shall expire immediately upon the termination of the Participant’s employment
or service by the Company for Cause.


 


(d)           Method
of Exercise. SARs that have become exercisable may be exercised by delivery of written or electronic notice of exercise
to the Company in accordance with the terms of the Award, specifying the number of SARs to be exercised and the date on which such
SARs were awarded. Notwithstanding the foregoing, if on the last day of the Option Period (or in the case of a SAR independent
of an option, the SAR Period), the Fair Market Value exceeds the Strike Price, the Participant has not exercised the SAR or the
corresponding Option (if applicable), and neither the SAR nor the corresponding Option (if applicable) has expired, such SAR shall
be deemed to have been exercised by the Participant on such last day and the Company shall make the appropriate payment therefor.


 


(e)            Payment.
Upon the exercise of a SAR, the Company shall pay to the Participant an amount equal to the number of shares subject to the SAR
that are being exercised multiplied by the excess, if any, of the Fair Market Value of one Common Share on the exercise date over
the Strike Price, less an amount equal to any federal, state, local and non-U.S. income and employment taxes required to be withheld.
The Company shall pay such amount in cash, in Common Shares valued at fair market value, or any combination thereof, as determined
by the Committee. Any fractional Common Share shall be settled in cash.


 


9.            Restricted
Stock and Restricted Stock Units.


 


(a)            Generally.
Each grant of Restricted Stock and Restricted Stock Units shall be evidenced by an Award Agreement (whether in paper or electronic
medium (including email or the posting on a web site maintained by the Company or a third party under contract with the Company)).
Each such grant shall be subject to the conditions set forth in this Section 9, and to such other conditions not inconsistent
with this Plan as may be reflected in the applicable Award Agreement. Restricted Stock and Restricted Stock Units shall be subject
to such restrictions on transferability and other restrictions as the Committee may impose (including, for example, limitations
on the right to vote Restricted Stock or the right to receive dividends on the Restricted Stock). These restrictions may lapse
separately or in combination at such times, under such circumstances, in such installments, upon the satisfaction of Performance
Goals or otherwise, as the Committee determines at the time of the grant of an Award or thereafter. Except as otherwise provided
in an Award Agreement, a Participant shall have none of the rights of a stockholder with respect to Restricted Stock Units until
such time as Common Shares are paid in settlement of such Awards.


 


(b)           Restricted
Accounts; Escrow or Similar Arrangement. Upon the grant of Restricted Stock, a book entry in a restricted account shall
be established in the Participant’s name at the Company’s transfer agent and, if the Committee determines that the
Restricted Stock shall be held by the Company or in escrow rather than held in such restricted account pending the release of the
applicable restrictions, the Committee may require the Participant to additionally execute and deliver to the Company (i) an
escrow agreement satisfactory to the Committee, if applicable, and (ii) the appropriate share power (endorsed in blank) with
respect to the Restricted Stock covered by such agreement. If a Participant shall fail to execute an agreement evidencing an Award
of Restricted Stock and, if applicable, an escrow agreement and blank share power within the amount of time specified by the Committee,
the Award shall be null and void ab initio. Subject to the restrictions set forth in this Section 9 and the applicable
Award Agreement, the Participant generally shall have the rights and privileges of a stockholder as to such Restricted Stock, including
without limitation the right to vote such Restricted Stock and the right to receive dividends, if applicable. To the extent shares
of Restricted Stock are forfeited, any share certificates issued to the Participant evidencing such shares shall be returned to
the Company, and all rights of the Participant to such shares and as a stockholder with respect thereto shall terminate without
further obligation on the part of the Company.


 






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(c)            Vesting;
Acceleration of Lapse of Restrictions. Unless otherwise provided by the Committee in an Award Agreement: (i) the Restricted
Period shall lapse with respect to 100% of the Restricted Stock and Restricted Stock Units on the third (3rd) anniversary
of the Date of Grant; and (ii) the unvested portion of Restricted Stock and Restricted Stock Units shall terminate and be
forfeited upon termination of employment or service of the Participant granted the applicable Award.


 


(d)            Delivery
of Restricted Stock and Settlement of Restricted Stock Units. (i) Upon the expiration of the Restricted Period with
respect to any shares of Restricted Stock, the restrictions set forth in the applicable shall be of no further force or effect
with respect to such shares, except as set forth in the applicable Award Agreement. If an escrow arrangement is used, upon such
expiration, the Company shall deliver to the Participant, or his beneficiary, without charge, the share certificate evidencing
the shares of Restricted Stock that have not then been forfeited and with respect to which the Restricted Period has expired (rounded
down to the nearest full share). Dividends, if any, that may have been withheld by the Committee and attributable to
any particular share of Restricted Stock shall be distributed to the Participant in cash or, at the sole discretion of the Committee,
in shares of Common Stock having a Fair Market Value equal to the amount of such dividends, upon the release of restrictions on
such share and, if such share is forfeited, the Participant shall have no right to such dividends (except as otherwise set forth
by the Committee in the applicable Award Agreement).


 


(ii)           Unless
otherwise provided by the Committee in an Award Agreement, upon the expiration of the Restricted Period with respect to any outstanding
Restricted Stock Units, the Company shall deliver to the Participant, or his beneficiary, without charge, one Common Share for
each such outstanding Restricted Stock Unit; provided, however, that the Committee may, in its sole discretion and
subject to the requirements of Section 409A of the Code, elect to (i) pay cash or part cash and part Common Share in lieu
of delivering only Common Shares in respect of such Restricted Stock Units or (ii) defer the delivery of Common Shares (or
cash or part Common Shares and part cash, as the case may be) beyond the expiration of the Restricted Period if such delivery would
result in a violation of applicable law until such time as is no longer the case. If a cash payment is made in lieu of delivering
Common Shares, the amount of such payment shall be equal to the Fair Market Value of the Common Shares as of the date on which
the Restricted Period lapsed with respect to such Restricted Stock Units, less an amount equal to any federal, state, local and
non-U.S. income and employment taxes required to be withheld.


 


10.           Stock
Bonus Awards. The Committee may issue unrestricted Common Shares, or other Awards denominated in Common Shares, under this
Plan to Eligible Persons, either alone or in tandem with other awards, in such amounts as the Committee shall from time to time
in its sole discretion determine. Each Stock Bonus Award granted under this Plan shall be evidenced by an Award Agreement (whether
in paper or electronic medium (including email or the posting on a web site maintained by the Company or a third party under contract
with the Company)). Each Stock Bonus Award so granted shall be subject to such conditions not inconsistent with this Plan as may
be reflected in the applicable Award Agreement.


 


11.           Performance
Compensation Awards.


 


(a)            Generally.
The provisions of the Plan are intended to enable Options and Stock Appreciation Rights granted hereunder to certain Eligible Persons
to qualify for an exemption under Section 162(m) of the Code. The Committee shall have the authority, at the time of grant of any
Award described in Sections 7 through 10 of this Plan, to designate any other Award as a Performance Compensation Award intended
to qualify as “performance-based compensation” under Section 162(m) of the Code. The Committee shall have the
authority to make an award of a cash bonus to any Participant and designate such Award as a Performance Compensation Award intended
to qualify as “performance-based compensation” under Section 162(m) of the Code.


 






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(b)            Discretion
of Committee with Respect to Performance Compensation Awards. With regard to a particular Performance Period, the Committee
shall have sole discretion to select the length of such Performance Period, the type(s) of Performance Compensation Awards to be
issued, the Performance Criteria that will be used to establish the Performance Goal(s), the kind(s) and/or level(s) of the Performance
Goals(s) that is (are) to apply and the Performance Formula. Within the first 90 calendar days of a Performance Period (or, if
longer or shorter, within the maximum period allowed under Section 162(m) of the Code, if applicable), the Committee shall,
with regard to the Performance Compensation Awards to be issued for such Performance Period, exercise its discretion with respect
to each of the matters enumerated in the immediately preceding sentence and record the same in writing.


 


(c)            Performance
Criteria. The Performance Criteria that will be used to establish the Performance Goal(s) shall be based on the attainment
of specific levels of performance of the Company and/or one or more Affiliates, divisions or operational units, or any combination
of the foregoing, as determined by the Committee, which criteria will be based on one or more of the following business criteria:
(i) revenue; (ii) sales; (iii) profit (net profit, gross profit, operating profit, economic profit, profit margins or other corporate
profit measures); (iv) earnings (EBIT, EBITDA, earnings per share, or other corporate earnings measures); (v) net income (before
or after taxes, operating income or other income measures); (vi) cash (cash flow, cash generation or other cash measures); (vii)
stock price or performance; (viii) total stockholder return (stock price appreciation plus reinvested dividends divided by beginning
share price); (ix) economic value added; (x) return measures (including, but not limited to, return on assets, capital, equity,
investments or sales, and cash flow return on assets, capital, equity, or sales); (xi) market share; (xii) improvements in capital
structure; (xiii) expenses (expense management, expense ratio, expense efficiency ratios or other expense measures); (xiv) business
expansion or consolidation (acquisitions and divestitures); (xv) internal rate of return or increase in net present value; (xvi)
working capital targets relating to inventory and/or accounts receivable; (xvii) inventory management; (xviii) service or product
delivery or quality; (xix) customer satisfaction; (xx) employee retention; (xxi) safety standards; (xxii) productivity measures;
(xxiii) cost reduction measures; and/or (xxiv) strategic plan development and implementation. Any one or more of the Performance
Criteria adopted by the Committee may be used on an absolute or relative basis to measure the performance of the Company and/or
one or more Affiliates as a whole or any business unit(s) of the Company and/or one or more Affiliates or any combination thereof,
as the Committee may deem appropriate, or any of the above Performance Criteria may be compared to the performance of a selected
group of comparison companies, or a published or special index that the Committee, in its sole discretion, deems appropriate, or
as compared to various stock market indices. The Committee also has the authority to provide for accelerated vesting of any Award
based on the achievement of Performance Goals pursuant to the Performance Criteria specified in this paragraph. To the extent required
under Section 162(m) of the Code, the Committee shall, within the first 90 calendar days of a Performance Period (or, if longer
or shorter, within the maximum period allowed under Section 162(m) of the Code), define in an objective fashion the manner
of calculating the Performance Criteria it selects to use for such Performance Period and thereafter promptly communicate such
Performance Criteria to the Participant.


 


(d)            Modification
of Performance Goal(s). In the event that applicable tax and/or securities laws change to permit Committee discretion to
alter the governing Performance Criteria without obtaining stockholder approval of such alterations, the Committee shall have sole
discretion to make such alterations without obtaining stockholder approval. The Committee is authorized at any time during the
first 90 calendar days of a Performance Period (or, if longer or shorter, within the maximum period allowed under Section 162(m)
of the Code, if applicable), or at any time thereafter to the extent the exercise of such authority at such time would not cause
the Performance Compensation Awards granted to any Participant for such Performance Period to fail to qualify as “performance-based
compensation” under Section 162(m) of the Code, in its sole discretion, to adjust or modify the calculation of a Performance
Goal for such Performance Period, based on and in order to appropriately reflect the following events: (i) asset write-downs;
(ii) litigation or claim judgments or settlements; (iii) the effect of changes in tax laws, accounting principles, or
other laws or regulatory rules affecting reported results; (iv) any reorganization and restructuring programs; (v) extraordinary
nonrecurring items as described in Accounting Principles Board Opinion No. 30 (or any successor pronouncement thereto) and/or
in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s
annual report to stockholders for the applicable year; (vi) acquisitions or divestitures; (vii) any other specific unusual
or nonrecurring events, or objectively determinable category thereof; (viii) foreign exchange gains and losses; and (ix) a
change in the Company’s fiscal year.


 






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(e)            Payment
of Performance Compensation Awards.


 


(i)             Condition
to Receipt of Payment. Unless otherwise provided in the applicable Award Agreement, a Participant must be employed by the
Company on the last day of a Performance Period to be eligible for payment in respect of a Performance Compensation Award for such
Performance Period.


 


(ii)           Limitation.
A Participant shall be eligible to receive payment in respect of a Performance Compensation Award only to the extent that: (A) the
Performance Goals for such period are achieved; and (B) all or some of the portion of such Participant’s Performance
Compensation Award has been earned for the Performance Period based on the application of the Performance Formula to such achieved
Performance Goals.


 


(iii)          Certification.
Following the completion of a Performance Period, the Committee shall review and certify in writing whether, and to what extent,
the Performance Goals for the Performance Period have been achieved and, if so, calculate and certify in writing that amount of
the Performance Compensation Awards earned for the period based upon the Performance Formula. The Committee shall then determine
the amount of each Participant’s Performance Compensation Award actually payable for the Performance Period and, in so doing,
may apply Negative Discretion.


 


(iv)          Use
of Negative Discretion. In determining the actual amount of an individual Participant’s Performance Compensation
Award for a Performance Period, the Committee may reduce or eliminate the amount of the Performance Compensation Award earned under
the Performance Formula in the Performance Period through the use of Negative Discretion if, in its sole judgment, such reduction
or elimination is appropriate. The Committee shall not have the discretion, except as is otherwise provided in this Plan, to (A) grant
or provide payment in respect of Performance Compensation Awards for a Performance Period if the Performance Goals for such Performance
Period have not been attained; or (B) increase a Performance Compensation Award above the applicable limitations set forth
in Section 5 of this Plan.


 


(f)            Timing
of Award Payments. Performance Compensation Awards granted for a Performance Period shall be paid to Participants as soon
as administratively practicable following completion of the certifications required by this Section 11, but in no event later
than two-and-one-half months following the end of the fiscal year during which the Performance Period is completed in order to
comply with the short-term deferral rules under Section 1.409A-1(b)(4) of the Treasury Regulations. Notwithstanding the foregoing,
payment of a Performance Compensation Award may be delayed, as permitted by Section 1.409A-2(b)(7)(i) of the Treasury Regulations,
to the extent that the Company reasonably anticipates that if such payment were made as scheduled, the Company’s tax deduction
with respect to such payment would not be permitted due to the application of Section 162(m) of the Code.


 


12.           Changes
in Capital Structure and Similar Events. In the event of (a) any dividend or other distribution (whether in the form of
cash, Common Shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger,
amalgamation, consolidation, split-up, split-off, combination, repurchase or exchange of Common Shares or other securities of the
Company, issuance of warrants or other rights to acquire Common Shares or other securities of the Company, or other similar corporate
transaction or event (including, without limitation, a Change in Control) that affects the Common Shares, or (b) unusual or
nonrecurring events (including, without limitation, a Change in Control) affecting the Company, any Affiliate, or the financial
statements of the Company or any Affiliate, or changes in applicable rules, rulings, regulations or other requirements of any governmental
body or securities exchange or inter-dealer quotation system, accounting principles or law, such that in either case an adjustment
is determined by the Committee in its sole discretion to be necessary or appropriate in order to prevent dilution or enlargement
of rights, then the Committee shall make any such adjustments that are equitable, including without limitation any or all of the
following:


 


(i)             adjusting
any or all of (A) the number of Common Shares or other securities of the Company (or number and kind of other securities or
other property) that may be delivered in respect of Awards or with respect to which Awards may be granted under this Plan (including,
without limitation, adjusting any or all of the limitations under Section 5 of this Plan) and (B) the terms of any outstanding
Award, including, without limitation, (1) the number of Common Shares or other securities of the Company (or number and kind
of other securities or other property) subject to outstanding Awards or to which outstanding Awards relate, (2) the Exercise
Price or Strike Price with respect to any Award or (3) any applicable performance measures (including, without limitation,
Performance Criteria and Performance Goals);


 






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(ii)            providing
for a substitution or assumption of Awards, accelerating the exercisability of, lapse of restrictions on, or termination of, Awards
or providing for a period of time for exercise prior to the occurrence of such event; and


 


(iii)           subject
to the requirements of Section 409A of the Code, canceling any one or more outstanding Awards and causing to be paid to the holders
thereof, in cash, Common Shares, other securities or other property, or any combination thereof, the value of such Awards, if any,
as determined by the Committee (which if applicable may be based upon the price per Common Share received or to be received by
other stockholders of the Company in such event), including without limitation, in the case of an outstanding Option or SAR, a
cash payment in an amount equal to the excess, if any, of the fair market value (as of a date specified by the Committee) of the
Common Shares subject to such Option or SAR over the aggregate Exercise Price or Strike Price of such Option or SAR, respectively
(it being understood that, in such event, any Option or SAR having a per share Exercise Price or Strike Price equal to, or in excess
of, the fair market value of a Common Share subject thereto may be canceled and terminated without any payment or consideration
therefor); provided, however, that in the case of any “equity restructuring” (within the meaning of the
Financial Accounting Standards Board Statement of Financial Accounting Standards No. 123 (revised 2004) or ASC Topic 718,
or any successor thereto), the Committee shall make an equitable or proportionate adjustment to outstanding Awards to reflect such
equity restructuring. Any adjustment in Incentive Stock Options under this Section 12 (other than any cancellation of Incentive
Stock Options) shall be made only to the extent not constituting a “modification” within the meaning of Section 424(h)(3)
of the Code, and any adjustments under this Section 12 shall be made in a manner that does not adversely affect the exemption
provided pursuant to Rule 16b-3 under the Exchange Act. The Company shall give each Participant notice of an adjustment hereunder
and, upon notice, such adjustment shall be conclusive and binding for all purposes.


 


13.            Effect
of Change in Control. Except to the extent otherwise provided in an Award Agreement, in the event of a Change in Control,
notwithstanding any provision of this Plan to the contrary, with respect to all or any portion of a particular outstanding Award
or Awards:


 


(a)            all
of the then outstanding Options and SARs shall immediately vest and become immediately exercisable as of a time prior to the Change
in Control;


 


(b)           the
Restricted Period shall expire as of a time prior to the Change in Control (including without limitation a waiver of any applicable
Performance Goals);


 


(c)            Performance
Periods in effect on the date the Change in Control occurs shall end on such date, and the Committee shall (i) determine the extent
to which Performance Goals with respect to each such Performance Period have been met based upon such audited or unaudited financial
information or other information then available as it deems relevant and (ii) cause the Participant to receive partial or full
payment of Awards for each such Performance Period based upon the Committee’s determination of the degree of attainment of
the Performance Goals, or assuming that the applicable “target” levels of performance have been attained or on such
other basis determined by the Committee.


 


To the extent practicable, any actions taken
by the Committee under the immediately preceding clauses (a) through (c) shall occur in a manner and at a time which allows affected
Participants the ability to participate in the Change in Control transactions with respect to the Common Shares subject to their
Awards.


 






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14.           Amendments
and Termination.


 


(a)            Amendment
and Termination of this Plan. The Board may amend, alter, suspend, discontinue, or terminate this Plan or any portion thereof
at any time; provided, that (i) no amendment to the definition of Eligible Person in Section 2(q), Section 5(b), Section
11(c) or Section 14(b) (to the extent required by the proviso in such Section 14(b)) shall be made without stockholder approval
and (ii) no such amendment, alteration, suspension, discontinuation or termination shall be made without stockholder approval if
such approval is necessary to comply with any tax or regulatory requirement applicable to this Plan (including, without limitation,
as necessary to comply with any rules or requirements of any securities exchange or inter-dealer quotation system on which the
Common Shares may be listed or quoted or to prevent the Company from being denied a tax deduction under Section 162(m) of
the Code); and, provided, further, that any such amendment, alteration, suspension, discontinuance or termination
that would materially and adversely affect the rights of any Participant or any holder or beneficiary of any Award theretofore
granted shall not to that extent be effective without the prior written consent of the affected Participant, holder or beneficiary.


 


(c)            Amendment
of Award Agreements. The Committee may, to the extent consistent with the terms of any applicable Award Agreement, waive
any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore
granted or the associated Award Agreement, prospectively or retroactively; provided, however that any such waiver,
amendment, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights
of any Participant with respect to any Award theretofore granted shall not to that extent be effective without the consent of the
affected Participant; and, provided, further, that without stockholder approval, except as otherwise permitted under
Section 12 of this Plan, (i) no amendment or modification may reduce the Exercise Price of any Option or the Strike Price
of any SAR, (ii) the Committee may not cancel any outstanding Option or SAR and replace it with a new Option or SAR, another
Award or cash or take any action that would have the effect of treating such Award as a new Award for tax or accounting purposes
and (iii) the Committee may not take any other action that is considered a “repricing” for purposes of the stockholder
approval rules of the applicable securities exchange or inter-dealer quotation system on which the Common Shares are listed or
quoted.


 


15.           General.


 


(a)            Award
Agreements. Each Award under this Plan shall be evidenced by an Award Agreement, which shall be delivered to the Participant
(whether in paper or electronic medium (including email or the posting on a web site maintained by the Company or a third party
under contract with the Company)) and shall specify the terms and conditions of the Award and any rules applicable thereto, including
without limitation, the effect on such Award of the death, Disability or termination of employment or service of a Participant,
or of such other events as may be determined by the Committee. The Company’s failure to specify any term of any Award in
any particular Award Agreement shall not invalidate such term, provided such terms was duly adopted by the Board or the Committee.


 


(b)            Nontransferability;
Trading Restrictions.


 


(i)             Each
Award shall be exercisable only by a Participant during the Participant’s lifetime, or, if permissible under applicable law,
by the Participant’s legal guardian or representative. No Award may be assigned, alienated, pledged, attached, sold or otherwise
transferred or encumbered by a Participant other than by will or by the laws of descent and distribution and any such purported
assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or
an Affiliate; provided that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment,
sale, transfer or encumbrance.


 


(ii)           Notwithstanding
the foregoing, the Committee may, in its sole discretion, permit Awards (other than Incentive Stock Options) to be transferred
by a Participant, with or without consideration, subject to such rules as the Committee may adopt consistent with any applicable
Award Agreement to preserve the purposes of this Plan, to: (A) any person who is a “family member” of the Participant,
as such term is used in the instructions to Form S-8 under the Securities Act (collectively, the “Immediate Family
Members”); (B) a trust solely for the benefit of the Participant and his or her Immediate Family Members; or
(C) a partnership or limited liability company whose only partners or stockholders are the Participant and his or her Immediate
Family Members; or (D) any other transferee as may be approved either (I) by the Board or the Committee in its sole discretion,
or (II) as provided in the applicable Award Agreement (each transferee described in clauses (A), (B) (C) and (D) above is hereinafter
referred to as a “Permitted Transferee”); provided, that the Participant gives the Committee
advance written notice describing the terms and conditions of the proposed transfer and the Committee notifies the Participant
in writing that such a transfer would comply with the requirements of this Plan.


 






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(iii)          The
terms of any Award transferred in accordance with the immediately preceding sentence shall apply to the Permitted Transferee and
any reference in this Plan, or in any applicable Award Agreement, to a Participant shall be deemed to refer to the Permitted Transferee,
except that (A) Permitted Transferees shall not be entitled to transfer any Award, other than by will or the laws of descent
and distribution; (B) Permitted Transferees shall not be entitled to exercise any transferred Option unless there shall be
in effect a registration statement on an appropriate form covering the Common Shares to be acquired pursuant to the exercise of
such Option if the Committee determines, consistent with any applicable Award Agreement, that such a registration statement is
necessary or appropriate; (C) the Committee or the Company shall not be required to provide any notice to a Permitted Transferee,
whether or not such notice is or would otherwise have been required to be given to the Participant under this Plan or otherwise;
and (D) the consequences of the termination of the Participant’s employment by, or services to, the Company or an Affiliate
under the terms of this Plan and the applicable Award Agreement shall continue to be applied with respect to the Participant, including,
without limitation, that an Option shall be exercisable by the Permitted Transferee only to the extent, and for the periods, specified
in this Plan and the applicable Award Agreement.


 


(iv)          The
Committee shall have the right, either on an Award-by-Award basis or as a matter of policy for all Awards or one or more classes
of Awards, to condition the delivery of vested Common Shares received in connection with such Award on the Participant’s
agreement to such restrictions as the Committee may determine.


 


(c)            Tax
Withholding.


 


(i)             A
Participant shall be required to pay to the Company or any Affiliate, or the Company or any Affiliate shall have the right and
is hereby authorized to withhold, from any cash, Common Shares, other securities or other property deliverable under any Award
or from any compensation or other amounts owing to a Participant, the amount (in cash, Common Shares, other securities or other
property) of any required withholding taxes in respect of an Award, its exercise, or any payment or transfer under an Award or
under this Plan and to take such other action as may be necessary in the opinion of the Committee or the Company to satisfy all
obligations for the payment of such withholding and taxes.


 


(ii)           Without
limiting the generality of clause (i) above, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole
or in part, the foregoing withholding liability by (A) the delivery of Common Shares (which are not subject to any pledge
or other security interest) owned by the Participant having a fair market value equal to such withholding liability or (B) having
the Company withhold from the number of Common Shares otherwise issuable or deliverable pursuant to the exercise or settlement
of the Award a number of shares with a fair market value equal to such withholding liability (but no more than the minimum required
statutory withholding liability).


 


(d)            No
Claim to Awards; No Rights to Continued Employment; Waiver. No employee of the Company or an Affiliate, or other person,
shall have any claim or right to be granted an Award under this Plan or, having been selected for the grant of an Award, to be
selected for a grant of any other Award. There is no obligation for uniformity of treatment of Participants or holders or beneficiaries
of Awards. The terms and conditions of Awards and the Committee’s determinations and interpretations with respect thereto
need not be the same with respect to each Participant and may be made selectively among Participants, whether or not such Participants
are similarly situated. Neither this Plan nor any action taken hereunder shall be construed as giving any Participant any right
to be retained in the employ or service of the Company or an Affiliate, nor shall it be construed as giving any Participant any
rights to continued service on the Board. The Company or any of its Affiliates may at any time dismiss a Participant from employment
or discontinue any consulting relationship, free from any liability or any claim under this Plan, unless otherwise expressly provided
in this Plan or any Award Agreement. By accepting an Award under this Plan, a Participant shall thereby be deemed to have waived
any claim to continued exercise or vesting of an Award or to damages or severance entitlement related to non-continuation of the
Award beyond the period provided under this Plan or any Award Agreement, notwithstanding any provision to the contrary in any written
employment contract or other agreement between the Company and its Affiliates and the Participant, whether any such agreement is
executed before, on or after the Date of Grant.


 






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(e)            International
Participants. With respect to Participants who reside or work outside of the United States of America and who are not (and
who are not expected to be) “covered employees” within the meaning of Section 162(m) of the Code, the Committee
may in its sole discretion amend the terms of this Plan or outstanding Awards (or establish a sub-plan) with respect to such Participants
in order to conform such terms with the requirements of local law or to obtain more favorable tax or other treatment for a Participant,
the Company or its Affiliates.


 


(f)            Designation
and Change of Beneficiary. Each Participant may file with the Committee a written designation of one or more persons as
the beneficiary(ies) who shall be entitled to receive the amounts payable with respect to an Award, if any, due under this Plan
upon his or her death. A Participant may, from time to time, revoke or change his or her beneficiary designation without the consent
of any prior beneficiary by filing a new designation with the Committee. The last such designation filed with the Committee shall
be controlling; provided, however, that no designation, or change or revocation thereof, shall be effective unless
received by the Committee prior to the Participant’s death, and in no event shall it be effective as of a date prior to such
receipt. If no beneficiary designation is filed by a Participant, the beneficiary shall be deemed to be his or her spouse or, if
the Participant is unmarried at the time of death, his or her estate. Upon the occurrence of a Participant’s divorce (as
evidenced by a final order or decree of divorce), any spousal designation previously given by such Participant shall automatically
terminate.


 


(g)            Termination
of Employment/Service. Unless determined otherwise by the Committee at any point following such event: (i) neither
a temporary absence from employment or service due to illness, vacation or leave of absence nor a transfer from employment or service
with the Company to employment or service with an Affiliate (or vice-versa) shall be considered a termination of employment or
service with the Company or an Affiliate; and (ii) if a Participant’s employment with the Company and its Affiliates
terminates, but such Participant continues to provide services to the Company and its Affiliates in a non-employee capacity (or
vice-versa), such change in status shall not be considered a termination of employment with the Company or an Affiliate.


 


(h)            No
Rights as a Stockholder. Except as otherwise specifically provided in this Plan or any Award Agreement, no person shall
be entitled to the privileges of ownership in respect of Common Shares that are subject to Awards hereunder until such shares have
been issued or delivered to that person.


 


(i)             Government
and Other Regulations.


 


(i)             The
obligation of the Company to settle Awards in Common Shares or other consideration shall be subject to all applicable laws, rules,
and regulations, and to such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions of
any Award to the contrary, the Company shall be under no obligation to offer to sell or to sell, and shall be prohibited from offering
to sell or selling, any Common Shares pursuant to an Award unless such shares have been properly registered for sale pursuant to
the Securities Act with the Securities and Exchange Commission or unless the Company has received an opinion of counsel, satisfactory
to the Company, that such shares may be offered or sold without such registration pursuant to an available exemption therefrom
and the terms and conditions of such exemption have been fully complied with. The Company shall be under no obligation to register
for sale under the Securities Act any of the Common Shares to be offered or sold under this Plan. The Committee shall have the
authority to provide that all certificates for Common Shares or other securities of the Company or any Affiliate delivered under
this Plan shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under this Plan,
the applicable Award Agreement, the federal securities laws, or the rules, regulations and other requirements of the Securities
and Exchange Commission, any securities exchange or inter-dealer quotation system upon which such shares or other securities are
then listed or quoted and any other applicable federal, state, local or non-U.S. laws, and, without limiting the generality of
Section 9 of this Plan, the Committee may cause a legend or legends to be put on any such certificates to make appropriate
reference to such restrictions. Notwithstanding any provision in this Plan to the contrary, the Committee reserves the right to
add any additional terms or provisions to any Award granted under this Plan that it in its sole discretion deems necessary or advisable
in order that such Award complies with the legal requirements of any governmental entity to whose jurisdiction the Award is subject.


 






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(ii)           The
Committee may cancel an Award or any portion thereof if it determines, in its sole discretion, that legal or contractual restrictions
and/or blockage and/or other market considerations would make the Company’s acquisition of Common Shares from the public
markets, the Company’s issuance of Common Shares to the Participant, the Participant’s acquisition of Common Shares
from the Company and/or the Participant’s sale of Common Shares to the public markets, illegal, impracticable or inadvisable.
If the Committee determines to cancel all or any portion of an Award in accordance with the foregoing, unless doing so would violate
Section 409A of the Code, the Company shall pay to the Participant an amount equal to the excess of (A) the aggregate fair
market value of the Common Shares subject to such Award or portion thereof canceled (determined as of the applicable exercise date,
or the date that the shares would have been vested or delivered, as applicable), over (B) the aggregate Exercise Price or
Strike Price (in the case of an Option or SAR, respectively) or any amount payable as a condition of delivery of Common Shares
(in the case of any other Award). Such amount shall be delivered to the Participant as soon as practicable following the cancellation
of such Award or portion thereof. The Committee shall have the discretion to consider and take action to mitigate the tax consequence
to the Participant in cancelling an Award in accordance with this clause.


 


(j)             Payments
to Persons Other Than Participants. If the Committee shall find that any person to whom any amount is payable under this
Plan is unable to care for his affairs because of illness or accident, or is a minor, or has died, then any payment due to such
person or his estate (unless a prior claim therefor has been made by a duly appointed legal representative) may, if the Committee
so directs the Company, be paid to his spouse, child, relative, an institution maintaining or having custody of such person, or
any other person deemed by the Committee to be a proper recipient on behalf of such person otherwise entitled to payment. Any such
payment shall be a complete discharge of the liability of the Committee and the Company therefor.


 


(k)            Nonexclusivity
of this Plan. Neither the adoption of this Plan by the Board nor the submission of this Plan 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 incentive arrangements
as it may deem desirable, including, without limitation, the granting of stock options or other equity-based awards otherwise than
under this Plan, and such arrangements may be either applicable generally or only in specific cases.


 


(l)             No
Trust or Fund Created. Neither this Plan nor any Award shall create or be construed to create a trust or separate fund
of any kind or a fiduciary relationship between the Company or any Affiliate, on the one hand, and a Participant or other person
or entity, on the other hand. No provision of this Plan or any Award shall require the Company, for the purpose of satisfying any
obligations under this Plan, to purchase assets or place any assets in a trust or other entity to which contributions are made
or otherwise to segregate any assets, nor shall the Company maintain separate bank accounts, books, records or other evidence of
the existence of a segregated or separately maintained or administered fund for such purposes. Participants shall have no rights
under this Plan other than as general unsecured creditors of the Company, except that insofar as they may have become entitled
to payment of additional compensation by performance of services, they shall have the same rights as other employees under general
law.


 


(m)           Reliance
on Reports. Each member of the Committee and each member of the Board shall be fully justified in acting or failing to
act, as the case may be, and shall not be liable for having so acted or failed to act in good faith, in reliance upon any report
made by the independent public accountant of the Company and its Affiliates and/or any other information furnished in connection
with this Plan by any agent of the Company or the Committee or the Board, other than himself.


 


(n)           Relationship
to Other Benefits. No payment under this Plan shall be taken into account in determining any benefits under any pension,
retirement, profit sharing, group insurance or other benefit plan of the Company except as otherwise specifically provided in such
other plan.


 


(o)           Governing
Law. The Plan shall be governed by and construed in accordance with the internal laws of the State of Delaware, without
giving effect to the conflict of laws provisions.


 


(p)           Severability.
If any provision of this Plan or any Award or Award Agreement is or becomes or is deemed to be invalid, illegal, or unenforceable
in any jurisdiction or as to any person or entity or Award, or would disqualify this Plan or any Award under any law deemed applicable
by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws in the manner that most
closely reflects the original intent of the Award or the Plan, or if it cannot be construed or deemed amended without, in the determination
of the Committee, materially altering the intent of this Plan or the Award, such provision shall be construed or deemed stricken
as to such jurisdiction, person or entity or Award and the remainder of this Plan and any such Award shall remain in full force
and effect.


 






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(q)           Obligations
Binding on Successors. The obligations of the Company under this Plan shall be binding upon any successor corporation or
organization resulting from the merger, amalgamation, consolidation or other reorganization of the Company, or upon any successor
corporation or organization succeeding to substantially all of the assets and business of the Company.


 


(r)            Code
Section 162(m) Approval. If so determined by the Committee, the provisions of this Plan regarding Performance Compensation
Awards shall be disclosed and reapproved by stockholders no later than the first stockholder meeting that occurs in the fifth year
following the year in which stockholders previously approved such provisions, in each case in order for certain Awards granted
after such time to be exempt from the deduction limitations of Section 162(m) of the Code. Nothing in this clause, however, shall
affect the validity of Awards granted after such time if such stockholder approval has not been obtained.


 


(s)            Expenses;
Gender; Titles and Headings. The expenses of administering this Plan shall be borne by the Company and its Affiliates.
Masculine pronouns and other words of masculine gender shall refer to both men and women. The titles and headings of the sections
in this Plan are for convenience of reference only, and in the event of any conflict, the text of this Plan, rather than such titles
or headings shall control.


 


(t)            Other
Agreements. Notwithstanding the above, the Committee may require, as a condition to the grant of and/or the receipt of
Common Shares under an Award, that the Participant execute lock-up, stockholder or other agreements, as it may determine in its
sole and absolute discretion.


 


(u)           Section
409A. The Plan and all Awards granted hereunder are intended to comply with, or otherwise be exempt from, the requirements
of Section 409A of the Code. The Plan and all Awards granted under this Plan shall be administered, interpreted, and construed
in a manner consistent with Section 409A of the Code to the extent necessary to avoid the imposition of additional taxes under
Section 409A(a)(1)(B) of the Code. Notwithstanding anything in this Plan to the contrary, in no event shall the Committee exercise
its discretion to accelerate the payment or settlement of an Award where such payment or settlement constitutes deferred compensation
within the meaning of Section 409A of the Code unless, and solely to the extent that, such accelerated payment or settlement is
permissible under Section 1.409A-3(j)(4) of the Treasury Regulations. If a Participant is a “specified employee” (within
the meaning of Section 1.409A-1(i) of the Treasury Regulations) at any time during the twelve (12)-month period ending on the date
of his termination of employment, and any Award hereunder subject to the requirements of Section 409A of the Code is to be satisfied
on account of the Participant’s termination of employment, satisfaction of such Award shall be suspended until the date that
is six (6) months after the date of such termination of employment.


 


(v)           Payments. Participants
shall be required to pay, to the extent required by applicable law, any amounts required to receive Common Shares under any Award
made under this Plan. 


 


 


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