GlassesOff
inc.


2013
INCENTIVE COMPENSATION PLAN


 




    	 



    	 



    

 


Glassesoff
inc.


2013
INCENTIVE COMPENSATION PLAN


 


	1.	Purpose	1
	 	 	 
	2.	Definitions	1
	 	 	 
	3.	Administration.	6
	 	 	 
	4.	Shares Subject to Plan.	7
	 	 	 
	5.	Eligibility; Per Participant Limitations	8
	 	 	 
	6.	Specific Terms of Awards.	9
	 	 	 
	7.	Certain Provisions Applicable to Awards.	15
	 	 	 
	8.	Code Section 162(m) Provisions.	17
	 	 	 
	9.	Change in Control.	19
	 	 	 
	10.	General Provisions.	21


 




    	 



    	 



    

 


Glassesoff
inc.


2013
INCENTIVE COMPENSATION PLAN


 


1.          Purpose.
The purpose of this 2013 INCENTIVE COMPENSATION PLAN (the “Plan”) is to assist GlassesOff Inc., a Nevada
corporation (the “Company”) and its Subsidiaries (as hereinafter defined) in attracting, motivating,
retaining and rewarding high-quality executives and other employees, officers, directors, and individual consultants, who provide
services to the Company or its Subsidiaries by enabling such persons to acquire or increase a proprietary interest in the Company
in order to strengthen the mutuality of interests between such persons and the Company’s stockholders, and providing such
persons with performance incentives to expend their maximum efforts in the creation of stockholder value.


 


2.          Definitions.
For purposes of the Plan, the following terms shall be defined as set forth below, in addition to such terms defined in Section
1 hereof and elsewhere herein.


 


(a)          “Award”
means any Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit Award, Share granted as a bonus
or in lieu of another Award, Dividend Equivalent, Other Stock-Based Award or Performance Award, together with any other right or
interest relating to Shares or other property (including cash), granted to a Participant under the Plan.


 


(b)          “Award
Agreement” means any written agreement, contract or other instrument or document evidencing any Award granted by
the Committee hereunder.


 


(c)          “Beneficiary”
means the person, persons, trust or trusts that have been designated by a Participant in his or her most recent written
beneficiary designation filed with the Committee to receive the benefits specified under the Plan upon such Participant’s
death or to which Awards or other rights are transferred if and to the extent permitted under Section 10(b) hereof. If, upon a
Participant’s death, there is no designated Beneficiary or surviving designated Beneficiary, then the term Beneficiary means
the person, persons, trust or trusts entitled by will or the laws of descent and distribution to receive such benefits.


 


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


 


(e)          “Cause”
shall, with respect to any Participant, have the meaning specified in the Award Agreement. In the absence of any definition
in the Award Agreement, “Cause” shall have the equivalent meaning or the same meaning as “cause” or “for
cause” set forth in any employment, consulting, or other agreement for the performance of services between the Participant
and the Company or a Subsidiary or, in the absence of any such agreement or any such definition in such agreement, such term shall
mean (i) the failure by the Participant to perform, in a reasonable manner, his or her duties as assigned by the Company or a Subsidiary,
(ii) any violation or breach by the Participant of his or her employment, consulting or other similar agreement with the Company
or a Subsidiary, if any, (iii) any violation or breach by the Participant of any non-competition, non-solicitation, non-disclosure
and/or other similar agreement with the Company or a Subsidiary, (iv) any act by the Participant of dishonesty or bad faith with
respect to the Company or a Subsidiary, (v) use of alcohol, drugs or other similar substances in a manner that adversely affects
the Participant’s work performance, or (vi) the commission by the Participant of any act, misdemeanor, or crime reflecting
unfavorably upon the Participant or the Company or any Subsidiary. The good faith determination by the Committee of whether the
Participant’s Continuous Service was terminated by the Company for “Cause” shall be final and binding for all
purposes hereunder.


 






    	 



    	 



    

 


(f)          “Change
in Control” means a Change in Control as defined in Section 9(b) of the Plan.


 


(g)          “Code”
means the Internal Revenue Code of 1986, as amended from time to time, including regulations thereunder and successor provisions
and regulations thereto.








 


(h)          “Committee”
means the Compensation Committee of the Board or a subcommittee thereof formed by the Compensation Committee to act as
the Committee under this Plan; provided, however, that if the Board fails to designate a committee or if there are no longer any
members on the committee so designated by the Board, or for any other reason determined by the Board, then the Board shall serve
as the Committee. While it is intended that the Committee shall consist of at least two directors, each of whom shall be (i) a
“non-employee director” within the meaning of Rule 16b-3 (or any successor rule) under the Exchange Act, unless administration
of the Plan by “non-employee directors” is not then required in order for exemptions under Rule 16b-3 to apply to
transactions under the Plan, (ii) an “outside director” within the meaning of Section 162(m) of the Code, and (iii)
“Independent”, the failure of the Committee to be so comprised shall not invalidate any Award that otherwise satisfies
the terms of the Plan.


 


(i)          
“Consultant” means any consultant or advisor who is a natural person and who provides services to the Company
or any Subsidiary, so long as such person (i) renders bona fide services that are not in connection with the offer and sale of
the Company’s securities in a capital-raising transaction, (ii) does not directly or indirectly promote or maintain a market
for the Company’s securities and (iii) otherwise qualifies as a de facto employee or consultant under the applicable rules
of the Securities and Exchange Commission for registration of shares of stock on a Form S-8 registration statement.


 


(j)          “Continuous
Service” means the uninterrupted provision of services to the Company or any Subsidiary in any capacity of Employee,
Director or Consultant. Continuous Service shall not be considered to be interrupted in the case of (i) any approved leave of absence,
(ii) transfers among the Company, any Subsidiaries, or any successor entities, in any capacity of Employee, Director or Consultant,
or (iii) any change in status as long as the individual remains in the service of the Company or a Subsidiary in any capacity of
Employee, Director or Consultant (except as otherwise provided in the Award Agreement). An approved leave of absence shall include
sick leave, military leave, or any other authorized personal leave.


 


(k)          “Covered
Employee” means the person who, as of the end of the taxable year, either is the principal executive officer of the
Company or is serving as the acting principal executive officer of the Company, and each other person whose compensation is required
to be disclosed in the Company’s filings with the Securities and Exchange Commission by reason of that person being among
the three highest compensated officers (other than the chief financial officer) of the Company as of the end of a taxable year,
or such other person as shall be considered a “covered employee” for purposes of Section 162(m) of the Code.


 






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(l)          “Director”
means a member of the Board or the board of directors of any Subsidiary.


 


(m)          “Disability”
means a Participant’s eligibility to receive long-term disability benefits under a plan sponsored by the Company
or a Subsidiary, or if no such plan is applicable, a Participant’s inability to perform the essential functions of his or
her duties due to a medically-determinable physical or mental impairment, illness or injury, which can be expected to result in
death or to be of long-continued and indefinite duration as determined in the sole discretion of the Committee. Notwithstanding
the foregoing, in the case of any Option that is an Incentive Stock Option, if and to the extent required in order for the Option
to satisfy the requirements of Section 422 of the Code, the term “Disability” means disabled within the meaning of
Section 22(e)(3) of the Code.








 





(n)          “Dividend
Equivalent” means a right, granted to a Participant under Section 6(g) hereof, to receive cash, Shares, other Awards
or other property equal in value to dividends paid with respect to a specified number of Shares, or other periodic payments.


 


(o)          “Effective
Date” means July 30, 2013.


 


(p)          “Eligible
Person” means each officer, Director, Employee or Consultant. The foregoing notwithstanding, only Employees of the
Company, or any parent corporation or subsidiary corporation of the Company (as those terms are defined in Sections 424(e) and
(f) of the Code, respectively), shall be Eligible Persons for purposes of receiving any Incentive Stock Options. An Employee on
leave of absence may, in the discretion of the Committee, be considered as still in the employ of the Company or a Subsidiary for
purposes of eligibility for participation in the Plan.


 


(q)          “Employee”
means any person, including an officer or Director, who is an employee of the Company or any Subsidiary, or is a prospective
employee of the Company or any Subsidiary (conditioned upon and effective not earlier than, such person becoming an employee of
the Company or any Subsidiary). The payment of a director’s fee by the Company or a Subsidiary shall not be sufficient to
constitute “employment” by the Company.


 


(r)          “Exchange
Act” means the Securities Exchange Act of 1934, as amended from time to time, including rules thereunder and successor
provisions and rules thereto.


 


(s)          “Fair
Market Value” means the fair market value of Shares, Awards or other property as determined by the Committee, or
under procedures established by the Committee. Unless otherwise determined by the Committee, (i) if the Shares are traded over-the
counter, the Fair Market Value of a Share as of any given date shall be the closing sale price per Share, or the closing “bid”
price per Share if no sales occur on that date, reported on the inter-dealer quotation service on which Shares are traded on the
date as of which such value is being determined (or as of such later measurement date as determined by the Committee on the date
the Award is authorized by the Committee), or (ii) if the Shares are traded on a national securities exchange, the Fair Market
Value of a Share as of any given date shall be the closing sale price per Share reported on a consolidated basis for stock listed
on the principal stock exchange or market on which Shares are traded on the date as of which such value is being determined (or
as of such later measurement date as determined by the Committee on the date the Award is authorized by the Committee), or, if
there is no sale on that date, then on the last previous day on which a sale was reported.


 






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(t)          “Incentive
Stock Option” means any Option intended to be designated as an incentive stock option within the meaning of Section
422 of the Code or any successor provision thereto.


 


(u)          “Independent”,
when referring to either the Board or members of the Committee, shall have the same meaning as used in the rules of the Listing
Market.





 


(v)          “Listing
Market” means any national securities exchange on which any securities of the Company are listed for trading, and
if not listed for trading, by the rules of the Nasdaq Stock Market.


 


(w)          “Option”
means a right granted to a Participant under Section 6(b) hereof, to purchase Shares or other Awards at a specified price
during specified time periods.


 


(x)          “Optionee”
means a person to whom an Option is granted under this Plan or any person who succeeds to the rights of such person under
this Plan.


 


(y)          “Other
Stock-Based Awards” means Awards granted to a Participant under Section 6(i) hereof.


 


(z)          “Participant”
means a person who has been granted an Award under the Plan which remains outstanding, including a person who is no longer
an Eligible Person.


 


(aa)         “Performance
Award” means any Award of Performance Shares or Performance Units granted pursuant to Section 6(h) hereof.


 


(bb)         “Performance
Period” means that period established by the Committee at the time any Award is granted or at any time thereafter
during which any performance goals specified by the Committee with respect to such Award are to be measured.


 


(cc)         “Performance
Share” means any grant pursuant to Section 6(h) hereof of a unit valued by reference to a designated number of Shares,
which value may be paid to the Participant by delivery of such property as the Committee shall determine, including cash, Shares,
other property, or any combination thereof, upon achievement of such performance goals during the Performance Period as the Committee
shall establish at the time of such grant or thereafter.


 






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(dd)         “Performance
Unit” means any grant pursuant to Section 6(h) hereof of a unit valued by reference to a designated amount of property
(including cash) other than Shares, which value may be paid to the Participant by delivery of such property as the Committee shall
determine, including cash, Shares, other property, or any combination thereof, upon achievement of such performance goals during
the Performance Period as the Committee shall establish at the time of such grant or thereafter.


 


(ee)         
“Restricted Stock” means any Share issued with such risks of forfeiture and other restrictions as the Committee,
in its sole discretion, may impose (including any restriction on the right to vote such Share and the right to receive any dividends),
which restrictions may lapse separately or in combination at such time or times, in installments or otherwise, as the Committee
may deem appropriate.


 


(ff)         “Restricted
Stock Award” means an Award granted to a Participant under Section 6(d) hereof.


 


(gg)         “Restricted
Stock Unit” means a right to receive Shares, including Restricted Stock, cash measured based upon the value of Shares
or a combination thereof, at the end of a specified deferral period. 


 


(hh)         “Restricted
Stock Unit Award” means an Award of Restricted Stock Units granted to a Participant under Section 6(e) hereof.


 


(ii)         “Restriction
Period” means the period of time specified by the Committee that Restricted Stock Awards shall be subject to such
restrictions on transferability, risk of forfeiture and other restrictions, if any, as the Committee may impose.


 


(jj)         “Rule
16b-3” means Rule 16b-3, as from time to time in effect and applicable to the Plan and Participants, promulgated
by the Securities and Exchange Commission under Section 16 of the Exchange Act.


 


(kk)         
“Shares” means the shares of common stock of the Company, par value $0.001 per share, and such other securities
as may be substituted (or resubstituted) for Shares pursuant to Section 10(c) hereof.


 


(ll)         “Stock
Appreciation Right” means a right granted to a Participant under Section 6(c) hereof.


 


(mm)         “Stockholder
Approval Date” means the date on which this Plan is approved by stockholders of the Company eligible to vote in the
election of directors, by a vote sufficient to meet the requirements Sections 162(m) and 422 of the Code, Rule 16b-3 under the
Exchange Act and applicable requirements under the rules of the Listing Market.


 


(nn)         “Subsidiary”
means any corporation or other entity in which the Company has a direct or indirect ownership interest of 50% or more of
the total combined voting power of the then outstanding securities or interests of such corporation or other entity entitled to
vote generally in the election of directors or in which the Company has the right to receive 50% or more of the distribution of
profits or 50% or more of the assets on liquidation or dissolution, or any other corporation or other entity that is an affiliate,
as that term is defined in Rule 405 of under the Securities Act of 1933, controlled by the Company directly, or indirectly, through
one or more intermediaries; provided, however, that with respect to Incentive Stock Options, the term “Subsidiary”
shall include only an entity that qualifies under Section 424(f) of the Code as a “subsidiary corporation” with respect
to the Company.


 






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(oo)         “Substitute
Awards” means Awards granted or Shares issued by the Company in assumption of, or in substitution or exchange for,
Awards previously granted, or the right or obligation to make future Awards, by an entity (i) acquired by the Company or any Subsidiary,
(ii) which becomes a Subsidiary after the date hereof, or (iii) with which the Company or any Subsidiary combines.


 


3.            Administration.


 


(a)          Authority
of the Committee. The Plan shall be administered by the Committee, except to the extent (and subject to the limitations
imposed by Section 3(b) hereof) the Board elects to administer the Plan, in which case the Plan shall be administered by only
those members of the Board who are Independent members of the Board, in which case references herein to the “Committee”
shall be deemed to include references to the Independent members of the Board. The Committee shall have full and final authority,
subject to and consistent with the provisions of the Plan, to select Eligible Persons to become Participants, grant Awards, determine
the type, number and other terms and conditions of, and all other matters relating to, Awards, prescribe Award Agreements (which
need not be identical for each Participant) and rules and regulations for the administration of the Plan, construe and interpret
the Plan and Award Agreements and correct defects, supply omissions or reconcile inconsistencies therein, and to make all other
decisions and determinations as the Committee may deem necessary or advisable for the administration of the Plan. In exercising
any discretion granted to the Committee under the Plan or pursuant to any Award, the Committee shall not be required to follow
past practices, act in a manner consistent with past practices, or treat any Eligible Person or Participant in a manner consistent
with the treatment of any other Eligible Persons or Participants. Decisions of the Committee shall be final, conclusive and binding
on all persons or entities, including the Company, any Subsidiary or any Participant or Beneficiary, or any transferee under Section
10(b) hereof or any other person claiming rights from or through any of the foregoing persons or entities.


 


(b)          Manner
of Exercise of Committee Authority. The Committee, and not the Board, shall exercise sole and exclusive discretion (i)
on any matter relating to a Participant then subject to Section 16 of the Exchange Act with respect to the Company to the
extent necessary in order that transactions by such Participant shall be exempt under Rule 16b-3 under the Exchange Act, or (ii)
with respect to any Award that is intended to qualify as “performance-based compensation” under Section 162(m), to
the extent necessary in order for such Award to so qualify. The express grant of any specific power to the Committee, and the
taking of any action by the Committee, shall not be construed as limiting any power or authority of the Committee. The Committee
may delegate to members of the Board, or officers or managers of the Company or any Subsidiary, or committees thereof, the authority,
subject to such terms and limitations as the Committee shall determine, to perform such functions, including administrative functions
as the Committee may determine to the extent that such delegation will not result in the loss of an exemption under Rule 16b-3(d)(1)
for Awards granted to Participants subject to Section 16 of the Exchange Act in respect of the Company and will not cause Awards
intended to qualify as “performance-based compensation” under Code Section 162(m) to fail to so qualify. The Committee
may appoint agents to assist it in administering the Plan.


 






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(c)          Limitation
of Liability. The Committee and the Board, and each member thereof, shall be entitled to, in good faith, rely or act upon
any report or other information furnished to him or her by any officer or Employee, the Company’s independent auditors,
Consultants or any other agents assisting in the administration of the Plan. Members of the Committee and the Board, and any officer
or Employee acting at the direction or on behalf of the Committee or the Board, shall not be personally liable for any action
or determination taken or made in good faith with respect to the Plan, and shall, to the extent permitted by law, be fully indemnified
and protected by the Company with respect to any such action or determination.


 


4.            Shares
Subject to Plan.


 


(a)          Limitation
on Overall Number of Shares Available for Delivery Under Plan. Subject to adjustment as provided in Section 10(c) hereof,
the total number of Shares reserved and available for delivery under the Plan shall be 14,000,000. Any Shares that are subject to an
Award shall be counted against this limit as one (1) Share for every one (1) Share granted. Any Shares delivered under the Plan
may consist, in whole or in part, of authorized and unissued shares or treasury shares.


 


(b)          Application
of Limitation to Grants of Awards. No Award may be granted if the number of Shares to be delivered in connection with
such an Award exceeds the number of Shares remaining available for delivery under the Plan, minus the number of Shares
deliverable in settlement of or relating to then outstanding Awards. The Committee may adopt reasonable counting procedures
to ensure appropriate counting, avoid double counting (as, for example, in the case of tandem or substitute awards) and make
adjustments if the number of Shares actually delivered differs from the number of Shares previously counted in connection
with an Award.


 


(c)          Availability
of Shares Not Delivered under Awards and Adjustments to Limits. 


 


(i)          If
any Shares subject to an Award are forfeited, expire or otherwise terminate without issuance of such Shares, or any Award is settled
for cash or otherwise does not result in the issuance of all or a portion of the Shares subject to such Award, the Shares to which
those Awards were subject, shall, to the extent of such forfeiture, expiration, termination, non-issuance or cash settlement, again
be available for delivery with respect to Awards under the Plan.


 


(ii)         In
the event that any Option or other Award granted under this Plan is exercised through the tendering of Shares (either actually
or by attestation) or by the withholding of Shares by the Company, or withholding tax liabilities arising from any Award are satisfied
by the tendering of Shares (either actually or by attestation) or by the withholding of Shares by the Company, then only the number
of Shares issued net of the Shares tendered or withheld shall be counted for purposes of determining the maximum number
of Shares available for grant under the Plan.


 




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(iii)        Substitute
Awards shall not reduce the Shares authorized for delivery under the Plan or authorized for delivery to a Participant in any period.
Additionally, in the event that an entity acquired by the Company or any Subsidiary or with which the Company or any Subsidiary
combines has shares available under a pre-existing plan approved by its stockholders and not adopted in contemplation of such acquisition
or combination, the shares available for delivery pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate,
using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine
the consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used
for Awards under the Plan and shall not reduce the Shares authorized for delivery under the Plan; provided, that Awards using such
available shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan,
absent the acquisition or combination, and shall only be made to individuals who were not Employees or Directors prior to such
acquisition or combination.


 


(iv)         Notwithstanding
anything in this Section 4(c) to the contrary but subject to adjustment as provided in Section 10(c) hereof, the maximum aggregate
number of Shares that may be delivered under the Plan as a result of the exercise of the Incentive Stock Options shall be 2,000,000 Shares.
In no event shall any Incentive Stock Options be granted under the Plan after the tenth anniversary of the date on which the Board
adopts the Plan.


 


(v)          Notwithstanding
anything in this Section 4 to the contrary, but subject to adjustment as provided in Section 10(c) hereof, in any fiscal year of
the Company during any part of which the Plan is in effect, no Participant who is a Director but is not also an Employee or Consultant
may be granted any Awards that have a “fair value” as of the date of grant, as determined in accordance with FASB ASC
Topic 718 (or any other applicable accounting guidance), that exceed $5,000,000  in the aggregate.


 


5.           Eligibility;
Per Participant Limitations. Awards may be granted under the Plan only to Eligible Persons. Subject to adjustment as provided
in Section 10(c) of this Plan, in any fiscal year of the Company during any part of which the Plan is in effect, no Participant
may be granted (i) Options and/or Stock Appreciation Rights with respect to more than 2,000,000  Shares or (ii) Restricted Stock Awards,
Restricted Stock Unit Awards, Performance Awards, and/or Other Stock-Based Awards that are subject to Section 8 hereof that may
be settled by the issuance of more than 2,000,000  Shares. The maximum amount of cash and the Fair Market Value of property other than
Shares that may be payable to any one Participant in settlement of any Restricted Stock Awards, Restricted Stock Unit Awards,
Performance Awards, and/or Other Stock-Based Awards that are subject to Section 8 hereof, is (x) $5,000,000 with respect to any 12 month
Performance Period (pro-rated for any Performance Period that is less than 12 months based upon the ratio of the number of days
in the Performance Period as compared to 365), and (y) with respect to any Performance Period that is more than 12 months, $5,000,000 multiplied by the number of full 12 months periods that are in the Performance Period.


 






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6.            Specific
Terms of Awards.


 


(a)          General.
Awards may be granted on the terms and conditions set forth in this Section 6. In addition, the Committee may impose on any Award
or the exercise thereof, at the date of grant or thereafter (subject to Section 10(e)), such additional terms and conditions,
not inconsistent with the provisions of the Plan, as the Committee shall determine, including terms requiring forfeiture of Awards
in the event of termination of the Participant’s Continuous Service and terms permitting a Participant to make elections
relating to his or her Award. Except as otherwise expressly provided herein, the Committee shall retain full power and discretion
to accelerate, waive or modify, at any time, any term or condition of an Award that is not mandatory under the Plan. Except in
cases in which the Committee is authorized to require other forms of consideration under the Plan, or to the extent other forms
of consideration must be paid to satisfy the requirements of Nevada law, no consideration other than services may be required
for the grant (as opposed to the exercise) of any Award.


 


(b)          Options.
The Committee is authorized to grant Options to any Eligible Person on the following terms and conditions:


 


(i)          Exercise
Price. Other than in connection with Substitute Awards, the exercise price per Share purchasable under an Option shall
be determined by the Committee, provided that such exercise price shall not be less than 100% of the Fair Market Value of a Share
on the date of grant of the Option and shall not, in any event, be less than the par value of a Share on the date of grant of the
Option. If an Employee owns or is deemed to own (by reason of the attribution rules applicable under Section 424(d) of the Code)
more than 10% of the combined voting power of all classes of stock of the Company (or any parent corporation or subsidiary corporation
of the Company, as those terms are defined in Sections 424(e) and (f) of the Code, respectively) and an Incentive Stock Option
is granted to such Employee, the exercise price of such Incentive Stock Option (to the extent required by the Code at the time
of grant) shall be no less than 110% of the Fair Market Value of a Share on the date such Incentive Stock Option is granted. Other
than pursuant to Section 10(c)(i) and (ii) of this Plan, the Committee shall not be permitted to (A) lower the exercise price per
Share of an Option after it is granted, (B) cancel an Option when the exercise price per Share exceeds the Fair Market Value of
the underlying Shares in exchange for cash or another Award, (C) cancel an outstanding Option in exchange for an Option with an
exercise price that is less than the exercise price of the original Options or (D) take any other action with respect to an Option
that may be treated as a repricing pursuant to the applicable rules of the Listing Market, without approval of the Company’s
stockholders.


 


(ii)         Time
and Method of Exercise. The Committee shall determine the time or times at which or the circumstances under which an Option
may be exercised in whole or in part (including based on achievement of performance goals and/or future service requirements),
the method by which notice of exercise is to be given and the form of exercise notice to be used, the time or times at which Options
shall cease to be or become exercisable following termination of Continuous Service or upon other conditions, the methods by which
the exercise price may be paid or deemed to be paid (including in the discretion of the Committee a cashless exercise procedure),
the form of such payment, including, without limitation, cash, Shares (including without limitation the withholding of Shares otherwise
deliverable pursuant to the Award), other Awards or awards granted under other plans of the Company or a Subsidiary, or other property
(including notes or other contractual obligations of Participants to make payment on a deferred basis provided that such deferred
payments are not in violation of the Sarbanes-Oxley Act of 2002, as amended, or any rule or regulation adopted thereunder or any
other applicable law), and the methods by or forms in which Shares will be delivered or deemed to be delivered to Participants
or Beneficiaries.


 




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(iii)        Form
of Settlement.         The Committee may, in its sole discretion, provide
that the Shares to be issued upon exercise of an Option shall be in the form of Restricted Stock or other similar securities.


 


(iv)         Incentive
Stock Options. The terms of any Incentive Stock Option granted under the Plan shall comply in all respects with the provisions
of Section 422 of the Code. Anything in the Plan to the contrary notwithstanding, no term of the Plan relating to Incentive Stock
Options (including any Stock Appreciation Right issued in tandem therewith) shall be interpreted, amended or altered, nor shall
any discretion or authority granted under the Plan be exercised, so as to disqualify either the Plan or any Incentive Stock Option
under Section 422 of the Code, unless the Participant has first requested, or consents to, the change that will result in such
disqualification. Thus, if and to the extent required to comply with Section 422 of the Code, Options granted as Incentive Stock
Options shall be subject to the following special terms and conditions:


 


(A)         the
Option shall not be exercisable more than ten years after the date such Incentive Stock Option is granted; provided, however, that
if a Participant owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than 10% of the
combined voting power of all classes of stock of the Company (or any parent corporation or subsidiary corporation of the Company,
as those terms are defined in Sections 424(e) and (f) of the Code, respectively) and the Incentive Stock Option is granted to such
Participant, the term of the Incentive Stock Option shall be (to the extent required by the Code at the time of the grant) for
no more than five years from the date of grant;


 


(B)         the
aggregate Fair Market Value (determined as of the date the Incentive Stock Option is granted) of the Shares with respect to which
Incentive Stock Options granted under the Plan and all other option plans of the Company (and any parent corporation or subsidiary
corporation of the Company, as those terms are defined in Sections 424(e) and (f) of the Code, respectively) that become exercisable
for the first time by the Participant during any calendar year shall not (to the extent required by the Code at the time of the
grant) exceed $100,000; and


(C)         if
shares acquired by exercise of an Incentive Stock Option are disposed of within two years following the date the Incentive Stock
Option is granted or one year following the transfer of such Shares to the Participant upon exercise, the Participant shall, promptly
following such disposition, notify the Company in writing of the date and terms of such disposition and provide such other information
regarding the disposition as the Committee may reasonably require.


 






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(c)          Stock
Appreciation Rights. The Committee may grant Stock Appreciation Rights to any Eligible Person in conjunction with all
or part of any Option granted under the Plan or at any subsequent time during the term of such Option (a “Tandem Stock
Appreciation Right”), or without regard to any Option (a “Freestanding Stock Appreciation Right”),
in each case upon such terms and conditions as the Committee may establish in its sole discretion, not inconsistent with the provisions
of the Plan, including the following:


 


(i)          Right
to Payment. A Stock Appreciation Right shall confer on the Participant to whom it is granted a right to receive, upon exercise
thereof, the excess of (A) the Fair Market Value of one Share on the date of exercise over (B) the grant price of the Stock Appreciation
Right as determined by the Committee. The grant price of a Stock Appreciation Right shall not be less than 100% of the Fair Market
Value of a Share on the date of grant; provided, however, that if and to the extent that it would not violate Section 409A of the
Code, the grant price for a Stock Appreciation Right that is granted as a Substitute Award for an outstanding Option may be lower
than 100% of the Fair Market Value of a Share on the date of grant of the Stock Appreciation Right if it is not less than the exercise
price of the Option for which it is substituted. Other than pursuant to Section 10(c)(i) and (ii) of this Plan, the Committee shall
not be permitted to (A) lower the grant price per Share of a Stock Appreciation Right after it is granted, (B) cancel a Stock Appreciation
Right when the grant price per Share exceeds the Fair Market Value of the underlying Shares in exchange for cash or another Award,
(C) cancel an outstanding Stock Appreciation Right in exchange for a Stock Appreciation Right with a grant price that is less than
the grant price of the original Stock Appreciation Right, or (D) take any other action with respect to a Stock Appreciation Right
that may be treated as a repricing pursuant to the applicable rules of the Listing Market, without stockholder approval.


 


(ii)         Other
Terms. The Committee shall determine at the date of grant or thereafter, the time or times at which and the circumstances
under which a Stock Appreciation Right may be exercised in whole or in part (including based on achievement of performance goals
and/or future service requirements), the time or times at which Stock Appreciation Rights shall cease to be or become exercisable
following termination of Continuous Service or upon other conditions, the method of exercise, method of settlement, form of consideration
payable in settlement, method by or forms in which Shares will be delivered or deemed to be delivered to Participants, whether
or not a Stock Appreciation Right shall be in tandem or in combination with any other Award, and any other terms and conditions
of any Stock Appreciation Right.


 


(iii)        Tandem
Stock Appreciation Rights. Any Tandem Stock Appreciation Right may be granted at the same time as or subsequently to the
related Option is granted. Any Tandem Stock Appreciation Right related to an Option may be exercised only when the related Option
would be exercisable and the Fair Market Value of the Shares subject to the related Option exceeds the exercise price at which
Shares can be acquired pursuant to the Option. In addition, if a Tandem Stock Appreciation Right exists with respect to less than
the full number of Shares covered by a related Option, then an exercise or termination of such Option shall not reduce the number
of Shares to which the Tandem Stock Appreciation Right applies until the number of Shares then exercisable under such Option equals
the number of Shares to which the Tandem Stock Appreciation Right applies. Any Option related to a Tandem Stock Appreciation Right
shall no longer be exercisable to the extent the Tandem Stock Appreciation Right has been exercised, and any Tandem Stock Appreciation
Right shall no longer be exercisable to the extent the related Option has been exercised.


 




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(d)          Restricted
Stock Awards. The Committee is authorized to grant Restricted Stock Awards to any Eligible Person on the following terms
and conditions:


 


(i)          Grant
and Restrictions. Restricted Stock Awards shall be subject to such restrictions on transferability, risk of forfeiture
and other restrictions, if any, as the Committee may impose, or as otherwise provided in this Plan during the Restriction Period.
The terms of any Restricted Stock Award granted under the Plan shall be set forth in a written Award Agreement which shall contain
provisions determined by the Committee and not inconsistent with the Plan. The restrictions may lapse separately or in combination
at such times, under such circumstances (including based on achievement of performance goals and/or future service requirements),
in such installments or otherwise, as the Committee may determine at the date of grant or thereafter. Except to the extent restricted
under the terms of the Plan and any Award Agreement relating to a Restricted Stock Award, a Participant granted Restricted Stock
shall have all of the rights of a stockholder, including the right to vote the Restricted Stock and the right to receive dividends
thereon (subject to any mandatory reinvestment or other requirement imposed by the Committee). During the period that the Restricted
Stock Award is subject to a risk of forfeiture, subject to Section 10(b) below and except as otherwise provided in the Award Agreement,
the Restricted Stock may not be sold, transferred, pledged, hypothecated, margined or otherwise encumbered by the Participant or
Beneficiary.


 


(ii)         Forfeiture.
Except as otherwise determined by the Committee, upon termination of a Participant’s Continuous Service during the applicable
Restriction Period, the Participant’s Restricted Stock that is at that time subject to a risk of forfeiture that has not
lapsed or otherwise been satisfied shall be forfeited and reacquired by the Company; provided that the Committee may provide, by
resolution or other action or in any Award Agreement, or may determine in any individual case, that forfeiture conditions relating
to Restricted Stock Awards shall be waived in whole or in part in the event of terminations resulting from specified causes, and
the Committee may in other cases waive in whole or in part the forfeiture of Restricted Stock.


 


(iii)        Certificates
for Stock. Restricted Stock granted under the Plan may be evidenced in such manner as the Committee shall determine. If
certificates representing Restricted Stock are registered in the name of the Participant, the Committee may require that such certificates
bear an appropriate legend referring to the terms, conditions and restrictions applicable to such Restricted Stock, that the Company
retain physical possession of the certificates, and that the Participant deliver a stock power to the Company, endorsed in blank,
relating to the Restricted Stock.


 




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(iv)         Dividends
and Splits. As a condition to the grant of a Restricted Stock Award, the Committee may require or permit a Participant
to elect that any cash dividends paid on a Share of Restricted Stock be automatically reinvested in additional Shares of Restricted
Stock or applied to the purchase of additional Awards under the Plan, or may require that payment be delayed (with or without interest
at such rate, if any, as the Committee shall determine) and remain subject to restrictions and a risk of forfeiture to the same
extent as the Restricted Stock with respect to which such cash dividend is payable, in each case in a manner that does not violate
the requirements of Section 409A of the Code. Unless otherwise determined by the Committee, Shares distributed in connection with
a stock split or stock dividend, and other property distributed as a dividend, shall be subject to restrictions and a risk of forfeiture
to the same extent as the Restricted Stock with respect to which such Shares or other property have been distributed.


 


(e)          Restricted
Stock Unit Award. The Committee is authorized to grant Restricted Stock Unit Awards to any Eligible Person on the following
terms and conditions:


 


(i)          Award
and Restrictions. Satisfaction of a Restricted Stock Unit Award shall occur upon expiration of the deferral period specified
for such Restricted Stock Unit Award by the Committee (or, if permitted by the Committee, as elected by the Participant in a manner
that does not violate the requirements of Section 409A of the Code). In addition, a Restricted Stock Unit Award shall be subject
to such restrictions (which may include a risk of forfeiture) as the Committee may impose, if any, which restrictions may lapse
at the expiration of the deferral period or at other specified times (including based on achievement of performance goals and/or
future service requirements), separately or in combination, in installments or otherwise, as the Committee may determine. A Restricted
Stock Unit Award may be satisfied by delivery of Shares, cash equal to the Fair Market Value of the specified number of Shares
covered by the Restricted Stock Units, or a combination thereof, as determined by the Committee at the date of grant or thereafter.
Prior to satisfaction of a Restricted Stock Unit Award, a Restricted Stock Unit Award carries no voting or dividend or other rights
associated with Share ownership. Prior to satisfaction of a Restricted Stock Unit Award, except as otherwise provided in an Award
Agreement and as permitted under Section 409A of the Code, a Restricted Stock Unit Award may not be sold, transferred, pledged,
hypothecated, margined or otherwise encumbered by the Participant or any Beneficiary.


 


(ii)         Forfeiture.
Except as otherwise determined by the Committee, upon termination of a Participant’s Continuous Service during the applicable
deferral period or portion thereof to which forfeiture conditions apply (as provided in the Award Agreement evidencing the Restricted
Stock Unit Award), the Participant’s Restricted Stock Unit Award that is at that time subject to a risk of forfeiture that
has not lapsed or otherwise been satisfied shall be forfeited; provided that the Committee may provide, by resolution or other
action or in any Award Agreement, or may determine in any individual case, that forfeiture conditions relating to a Restricted
Stock Unit Award shall be waived in whole or in part in the event of terminations resulting from specified causes, and the Committee
may in other cases waive in whole or in part the forfeiture of any Restricted Stock Unit Award.


 




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(iii)        Dividend
Equivalents. Unless otherwise determined by the Committee at the date of grant, and except as otherwise provided below,
any Dividend Equivalents that are granted with respect to any Restricted Stock Unit Award shall be either (A) paid with respect
to such Restricted Stock Unit Award at the dividend payment date in cash or in Shares of unrestricted stock having a Fair Market
Value equal to the amount of such dividends, or (B) deferred with respect to such Restricted Stock Unit Award and whether the amount
or value thereof shall be automatically deemed reinvested in additional Restricted Stock Units or other Awards, or if not so reinvested
shall earn interest and at what rate for the period deferred, as the Committee shall determine or permit the Participant to elect.
The applicable Award Agreement shall specify whether any Dividend Equivalents shall be paid at the dividend payment date, deferred
or deferred at the election of the Participant. If the Participant may elect to defer the Dividend Equivalents, such election shall
be made at such other times prescribed by the Committee as shall not result in a violation of Section 409A of the Code.


 


(f)          Bonus
Stock and Awards in Lieu of Obligations


. The Committee is
authorized to grant Shares to any Eligible Person as a bonus, or to grant Shares or other Awards in lieu of obligations to pay
cash or deliver other property under the Plan or under other plans or compensatory arrangements. Shares or Awards granted hereunder
shall be subject to such other terms as shall be determined by the Committee.


 


(g)          Dividend
Equivalents. The Committee is authorized to grant Dividend Equivalents to any Eligible Person entitling the Eligible Person
to receive cash, Shares, other Awards, or other property equal in value to the dividends paid with respect to a specified number
of Shares, or other periodic payments. Dividend Equivalents may be awarded on a free-standing basis or in connection with another
Award. The Committee may provide that Dividend Equivalents shall be paid or distributed when accrued or at some later date, or
whether such Dividend Equivalents shall be deemed to have been reinvested in additional Shares, Awards, or other investment vehicles,
and subject to such restrictions on transferability and risks of forfeiture, as the Committee may specify.


 


(h)          Performance
Awards. The Committee is authorized to grant Performance Awards to any Eligible Person payable in cash, Shares, or other
Awards, on terms and conditions established by the Committee, subject to the provisions of Section 8 if and to the extent that
the Committee shall, in its sole discretion, determine that an Award shall be subject to those provisions. The performance criteria
to be achieved during any Performance Period and the length of the Performance Period shall be determined by the Committee upon
the grant of each Performance Award. Except as provided in Section 9 of this Plan or as may be provided in an Award Agreement,
Performance Awards shall be distributed only after the end of the relevant Performance Period. The performance goals to be achieved
for each Performance Period shall be conclusively determined by the Committee and may be based upon the criteria set forth in
Section 8(b), or in the case of an Award that the Committee determines shall not be subject to Section 8 hereof, any other criteria
that the Committee, in its sole discretion, shall determine should be used for that purpose. The amount of the Award to be distributed
shall be conclusively determined by the Committee. Performance Awards may be paid in a lump sum or in installments following the
close of the Performance Period or, in accordance with procedures established by the Committee, on a deferred basis, in each case
in a manner that does not violate the requirements of Section 409A of the Code.


 




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(i)          Other
Stock-Based Awards. The Committee is authorized, subject to limitations under applicable law, to grant to any Eligible
Person such other Awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based
on, or related to, Shares, as deemed by the Committee to be consistent with the purposes of the Plan. Other Stock-Based Awards
may be granted to Participants either alone or in addition to other Awards granted under the Plan, and such Other Stock-Based
Awards shall also be available as a form of payment in the settlement of other Awards granted under the Plan. The Committee shall
determine the terms and conditions of such Awards. Shares delivered pursuant to an Award in the nature of a purchase right granted
under this Section 6(i) shall be purchased for such consideration, (including without limitation loans from the Company or a Subsidiary
provided that such loans are not in violation of the Sarbanes Oxley Act of 2002, as amended, or any rule or regulation adopted
thereunder or any other applicable law) paid for at such times, by such methods, and in such forms, including, without limitation,
cash, Shares, other Awards or other property, as the Committee shall determine.


 


7.            Certain
Provisions Applicable to Awards.


 


(a)          Stand-Alone,
Additional, Tandem, and Substitute Awards. Awards granted under the Plan may, in the discretion of the Committee, be granted
either alone or in addition to, in tandem with, or in substitution or exchange for, any other Award or any award granted under
another plan of the Company, any Subsidiary, or any business entity to be acquired by the Company or a Subsidiary, or any other
right of a Participant to receive payment from the Company or any Subsidiary. Such additional, tandem, and substitute or exchange
Awards may be granted at any time. If an Award is granted in substitution or exchange for another Award or award, the Committee
shall require the surrender of such other Award or award in consideration for the grant of the new Award. In addition, Awards
may be granted in lieu of cash compensation, including in lieu of cash amounts payable under other plans of the Company or any
Subsidiary, in which the value of Shares subject to the Award is equivalent in value to the cash compensation (for example, Restricted
Stock or Restricted Stock Units), or in which the exercise price, grant price or purchase price of the Award in the nature of
a right that may be exercised is equal to the Fair Market Value of the underlying Shares minus the value of the cash compensation
surrendered (for example, Options or Stock Appreciation Right granted with an exercise price or grant price “discounted”
by the amount of the cash compensation surrendered), provided that any such determination to grant an Award in lieu of cash compensation
must be made in a manner intended to be exempt from or comply with Section 409A of the Code.


 


(b)          Term
of Awards. The term of each Award shall be for such period as may be determined by the Committee. The term of any Option
or Stock Appreciation Right shall not exceed a period of ten years (or in the case of an Incentive Stock Option such shorter term
as may be required under Section 422 of the Code).


 






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(c)          Form
and Timing of Payment Under Awards; Deferrals. Subject to the terms of the Plan and any applicable Award Agreement, payments
to be made by the Company or a Subsidiary upon the exercise of an Option or other Award or settlement of an Award may be made
in such forms as the Committee shall determine, including, without limitation, cash, Shares, other Awards or other property, and
may be made in a single payment or transfer, in installments, or on a deferred basis. Any installment or deferral provided for
in the preceding sentence shall, however, subject to the terms of the Plan, be subject to the Company’s compliance with
the provisions of the Sarbanes-Oxley Act of 2002, as amended, the rules and regulations adopted by the Securities and Exchange
Commission thereunder, and all applicable rules of the Listing Market. Subject to Section 7(e) of this Plan, the settlement of
any Award may be accelerated, and cash paid in lieu of Shares in connection with such settlement, in the sole discretion of the
Committee or upon occurrence of one or more specified events (in addition to a Change in Control). Any such settlement shall be
at a value determined by the Committee in its sole discretion, which, without limitation, may in the case of an Option or Stock
Appreciation Right be limited to the amount if any by which the Fair Market Value of a Share on the settlement date exceeds the
exercise or grant price. Installment or deferred payments may be required by the Committee (subject to Section 7(e) of the Plan,
including the consent provisions thereof in the case of any deferral of an outstanding Award not provided for in the original
Award Agreement) or permitted at the election of the Participant on terms and conditions established by the Committee. The acceleration
of the settlement of any Award, and the payment of any Award in installments or on an deferred basis, all shall be done all in
a manner that is intended to be exempt from or otherwise satisfy the requirements of Section 409A of the Code. The Committee may,
without limitation, make provision for the payment or crediting of a reasonable interest rate on installment or deferred payments
or the grant or crediting of Dividend Equivalents or other amounts in respect of installment or deferred payments denominated
in Shares.


 


(d)          Exemptions
from Section 16(b) Liability. It is the intent of the Company that the grant of any Awards to or other transaction by
a Participant who is subject to Section 16 of the Exchange Act shall be exempt from Section 16 pursuant to an applicable exemption
(except for transactions acknowledged in writing to be non-exempt by such Participant). Accordingly, if any provision of this
Plan or any Award Agreement does not comply with the requirements of Rule 16b-3 then applicable to any such transaction, such
provision shall be construed or deemed amended to the extent necessary to conform to the applicable requirements of Rule 16b-3
so that such Participant shall avoid liability under Section 16(b).


 


(e)          Code
Section 409A


 





(i)          The
Award Agreement for any Award that the Committee reasonably determines to constitute a “nonqualified deferred compensation
plan” under Section 409A of the Code (a “Section 409A Plan”), and the provisions of the Section
409A Plan applicable to that Award, shall be construed in a manner consistent with the applicable requirements of Section 409A
of the Code, and the Committee, in its sole discretion and without the consent of any Participant, may amend any Award Agreement
(and the provisions of the Plan applicable thereto) if and to the extent that the Committee determines that such amendment is necessary
or appropriate to comply with the requirements of Section 409A of the Code.


(ii)         If
any Award constitutes a Section 409A Plan, then the Award shall be subject to the following additional requirements, if and to
the extent required to comply with Section 409A of the Code:


 






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(A)         Payments
under the Section 409A Plan may be made only upon (u) the Participant’s “separation from service”, (v) the date
the Participant becomes “disabled”, (w) the Participant’s death, (x) a “specified time (or pursuant to
a fixed schedule)” specified in the Award Agreement at the date of the deferral of such compensation, (y) a “change
in the ownership or effective control of the corporation, or in the ownership of a substantial portion of the assets” of
the Company, or (z) the occurrence of an “unforeseeble emergency”;


 


(B)         The
time or schedule for any payment of the deferred compensation may not be accelerated, except to the extent provided in applicable
Treasury Regulations or other applicable guidance issued by the Internal Revenue Service;


 


(C)         Any
elections with respect to the deferral of such compensation or the time and form of distribution of such deferred compensation
shall comply with the requirements of Section 409A(a)(4) of the Code; and


 


(D)         In
the case of any Participant who is “specified employee”, a distribution on account of a “separation from service”
may not be made before the date which is six months after the date of the Participant’s “separation from service”
(or, if earlier, the date of the Participant’s death).


 


For purposes of the foregoing, the terms
in quotations shall have the same meanings as those terms have for purposes of Section 409A of the Code, and the limitations set
forth herein shall be applied in such manner (and only to the extent) as shall be necessary to comply with any requirements of
Section 409A of the Code that are applicable to the Award.


 


(iii)        Notwithstanding
the foregoing, or any provision of this Plan or any Award Agreement, the Company does not make any representation to any Participant
or Beneficiary that any Awards made pursuant to this Plan are exempt from, or satisfy, the requirements of, Section 409A of the
Code, and the Company shall have no liability or other obligation to indemnify or hold harmless the Participant or any Beneficiary
for any tax, additional tax, interest, or penalties that the Participant or any Beneficiary may incur in the event that any provision
of this Plan, or any Award Agreement, or any amendment or modification thereof, or any other action taken with respect thereto,
is deemed to violate any of the requirements of Section 409A of the Code.


 





8.            Code
Section 162(m) Provisions.


 


(a)          Covered
Employees. The provisions of this Section 8 shall be applicable to any Restricted Stock Award, Restricted Stock Unit Award,
Performance Award, or Other Stock-Based Award if it is granted to an Eligible Person who is, or is likely to be, as of the end
of the tax year in which the Company would claim a tax deduction in connection with such Award, a Covered Employee, and is intended
to qualify as “performance-based compensation” that is exempt from the deduction limitations imposed under Section
162(m) of the Code.


 






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(b)          Performance
Criteria. If an Award is subject to this Section 8, then the payment or distribution thereof or the lapsing of restrictions
thereon and the distribution of cash, Shares or other property pursuant thereto, as applicable, shall be contingent upon achievement
of one or more objective performance goals. Performance goals shall be objective and shall otherwise meet the requirements of
Section 162(m) of the Code and regulations thereunder including the requirement that the level or levels of performance targeted
by the Committee result in the achievement of performance goals being “substantially uncertain.” One or more of the
following business criteria for the Company, on a consolidated basis, and/or for Subsidiaries, or for business or geographical
units of the Company and/or a Subsidiary (except with respect to the total stockholder return and earnings per share criteria),
shall be used by the Committee in establishing performance goals for such Awards: (1) earnings per Share; (2) revenues
or margins; (3) cash flow; (4) operating margin; (5) return on net assets, investment, capital, or equity; (6) economic
value added; (7) direct contribution; (8) net income; pretax earnings; earnings before interest and taxes; earnings
before interest, taxes, depreciation and amortization; earnings after interest expense and before extraordinary or special items;
operating income or income from operations; income before interest income or expense, unusual items and income taxes, local, state
or federal and excluding budgeted and actual bonuses which might be paid under any ongoing bonus plans of the Company; (9) working
capital; (10) management of fixed costs or variable costs; (11) identification or consummation of investment opportunities
or completion of specified projects in accordance with corporate business plans, including strategic mergers, acquisitions or
divestitures; (12) total stockholder return; (13) debt reduction; (14) market share; (15) entry into new markets, either
geographically or by business unit; (16) customer retention and satisfaction; (17) strategic plan development and implementation,
including turnaround plans; and/or (18) the Fair Market Value of a Share. Any of the above goals may be determined on an absolute
or relative basis or as compared to the performance of a published or special index deemed applicable by the Committee including,
but not limited to, the Standard & Poor’s 500 Stock Index or a group of companies that are comparable to the Company.
In determining the achievement of the performance goals, the Committee may, at the time the performance goals are set, require
that those goals be determined by excluding the impact of (i) restructurings, discontinued operations, and extraordinary items
(as defined pursuant to generally accepted accounting principles), and other unusual or non-recurring charges, (ii) any change
in accounting standards required by generally accepted accounting principles; or (iii) such other exclusions or adjustments as
the Committee specifies at the time the Award is granted.


 


(c)          Performance
Period; Timing For Establishing Performance Goals. Achievement of performance goals in respect of Awards subject to this
Section 8 shall be measured over a Performance Period no longer than five years, as specified by the Committee. Performance goals
shall be established not later than 90 days after the beginning of any Performance Period applicable to Awards subject to this
Section 8, or at such other date as may be required or permitted for “performance-based compensation” under Section
162(m) of the Code.


 


(d)          Adjustments.
The Committee may, in its discretion, reduce the amount of a settlement otherwise to be made in connection with Awards subject
to this Section 8, but may not exercise discretion to increase any such amount payable to a Covered Employee in respect of an
Award subject to this Section 8. The Committee shall specify the circumstances in which such Awards shall be paid or forfeited
in the event of termination of Continuous Service by the Participant prior to the end of a Performance Period or settlement of
Awards.


 






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(e)          Committee
Certification. No Participant shall receive any payment under the Plan that is subject to this Section 8 unless the
Committee has certified, by resolution or other appropriate action in writing, that the performance criteria and any other material
terms previously established by the Committee or set forth in the Plan, have been satisfied to the extent necessary to qualify
as “performance based compensation” under Section 162(m) of the Code.


 


9.            Change
in Control.


 


(a)          Effect
of “Change in Control.


 


If and only to the extent
provided in any employment or other agreement between the Participant and the Company or any Subsidiary, or in any Award Agreement,
or to the extent otherwise determined by the Committee in its sole discretion and without any requirement that each Participant
be treated consistently, and except as otherwise provided in Section 9(a)(iv) hereof, upon the occurrence of a “Change in
Control,” as defined in Section 9(b):


 


(i)          Any
Option or Stock Appreciation Right that was not previously vested and exercisable as of the time of the Change in Control, shall
become immediately vested and exercisable, subject to applicable restrictions set forth in Section 10(a) hereof.


 





(ii)         Any
restrictions, deferral of settlement, and forfeiture conditions applicable to a Restricted Stock Award, Restricted Stock Unit Award
or an Other Stock-Based Award subject only to future service requirements granted under the Plan shall lapse and such Awards shall
be deemed fully vested as of the time of the Change in Control, except to the extent of any waiver by the Participant and subject
to applicable restrictions set forth in Section 10(a) hereof.


 


(iii)        With
respect to any outstanding Award subject to achievement of performance goals and conditions under the Plan, the Committee may,
in its discretion, consider such Awards to have been earned and payable based on achievement of performance goals or based upon
target performance (either in full or pro-rata based on the portion of the Performance Period completed as of the Change in Control).


 


(iv)         Except
as otherwise provided in any employment or other agreement for services between the Participant and the Company or any Subsidiary,
and unless the Committee otherwise determines in a specific instance, each outstanding Option, Stock Appreciation Right, Restricted
Stock Award, Restricted Stock Unit Award, Performance Award or Other Stock-Based Award shall not be accelerated as described in
Sections 9(a)(i), (ii) and (iii), if either (A) the Company is the surviving entity in the Change in Control and the Option, Stock
Appreciation Right, Restricted Stock Award, Restricted Stock Unit Award, Performance Award or Other Stock-Based Award continues
to be outstanding after the Change in Control on substantially the same terms and conditions as were applicable immediately prior
to the Change in Control or (B) the successor company or its parent company assumes or substitutes for the applicable Award, as
determined in accordance with Section 10(c)(ii) of this Plan.


 






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(b)          Definition
of “Change in Control. Unless otherwise specified in any employment or other agreement for services between the
Participant and the Company or any Subsidiary, or in an Award Agreement, a “Change in Control” shall mean the occurrence
of any of the following:


 


(i)    The
acquisition by any Person of Beneficial Ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more
than fifty percent (50%) of either (A) the value of then outstanding equity securities of the Company (the “Outstanding
Company Stock”) or (B) the combined voting power of the then outstanding voting securities of the Company entitled
to vote generally in the election of directors (the “Outstanding Company Voting Securities”) (the foregoing
Beneficial Ownership hereinafter being referred to as a "Controlling Interest"); provided, however, that
for purposes of this Section 9(b), the following acquisitions shall not constitute or result in a Change in Control: (v) any acquisition
directly from the Company; (w) any acquisition by the Company; (x) any acquisition by any Person that as of the Effective Date
owns Beneficial Ownership of a Controlling Interest; (y) any acquisition by any employee benefit plan (or related trust) sponsored
or maintained by the Company or any Subsidiary; or (z) any acquisition by any entity pursuant to a transaction which complies with
clauses (A), (B) and (C) of subsection (iii) below; or


 





(ii)         During
any period of two (2) consecutive years (not including any period prior to the Effective Date) individuals who constitute the Board
on the Effective Date (the “Incumbent Board”) cease for any reason to constitute at least a majority
of the Board; provided, however, that any individual becoming a director subsequent to the Effective Date whose election, or nomination
for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising
the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest
with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on
behalf of a Person other than the Board; or


 


(iii)        Consummation
of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving the Company, or any one
or more Subsidiaries whose combined revenues for the prior fiscal year represented more than fifty percent 50% of the consolidated
revenues of the Company and its Subsidiaries for the prior fiscal year (the “Major Subsidiaries”), or
a sale or other disposition of all or substantially all of the assets of the Company or the Major Subsidiaries, or the acquisition
of assets or equity of another entity by the Company or any of its Subsidiaries, (each a “Business Combination”),
in each case, unless, following such Business Combination, (A) all or substantially all of the individuals and entities who
were the Beneficial Owners, respectively, of the Outstanding Company Stock and Outstanding Company Voting Securities immediately
prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of the value of
the then outstanding equity securities and the combined voting power of the then outstanding voting securities entitled to vote
generally in the election of members of the board of directors (or comparable governing body of an entity that does not have such
a board), as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity
which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly
or through one or more subsidiaries) (the “Continuing Entity”) in substantially the same proportions
as their ownership, immediately prior to such Business Combination of the Outstanding Company Stock and Outstanding Company Voting
Securities, as the case may be (excluding any outstanding equity or voting securities of the Continuing Entity that such Beneficial
Owners hold immediately following the consummation of the Business Combination as a result of their ownership, prior to such consummation,
of equity or voting securities of any company or other entity involved in or forming part of such Business Combination other than
the Company), (B) no Person (excluding any employee benefit plan (or related trust) of the Company or any Continuing Entity
or any entity controlled by the Continuing Entity or any Person that as of the Effective Date owns Beneficial Ownership of a Controlling
Interest) beneficially owns, directly or indirectly, fifty percent (50%) or more of the value of the then outstanding equity
securities of the Continuing Entity or the combined voting power of the then outstanding voting securities of the Continuing Entity
except to the extent that such ownership existed prior to the Business Combination, and (C) at least a majority of the members
of the Board of Directors or other governing body of the Continuing Entity were members of the Incumbent Board at the time of the
execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or


 






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(iv)         Approval
by the stockholders of the Company of a complete liquidation or dissolution of the Company.








 


10.          General
Provisions.


 


(a)          Compliance
With Legal and Other Requirements. The Company may, to the extent deemed necessary or advisable by the Committee, postpone
the issuance or delivery of Shares or payment of other benefits under any Award until completion of such registration or qualification
of such Shares or other required action under any federal or state law, rule or regulation, listing or other required action with
respect to any stock exchange or automated quotation system upon which the Shares or other Company securities are listed or quoted,
or compliance with any other obligation of the Company, as the Committee may consider appropriate, and may require any Participant
to make such representations, furnish such information and comply with or be subject to such other conditions as it may consider
appropriate in connection with the issuance or delivery of Shares or payment of other benefits in compliance with applicable laws,
rules, and regulations, listing requirements, or other obligations.


 


(b)          Limits
on Transferability; Beneficiaries. No Award or other right or interest granted under the Plan shall be pledged, hypothecated
or otherwise encumbered or subject to any lien, obligation or liability of such Participant to any party, or assigned or transferred
by such Participant otherwise than by will or the laws of descent and distribution or to a Beneficiary upon the death of a Participant,
and such Awards or rights that may be exercisable shall be exercised during the lifetime of the Participant only by the Participant
or his or her guardian or legal representative, except that Awards and other rights (other than Incentive Stock Options and Stock
Appreciation Rights in tandem therewith) may be transferred to one or more Beneficiaries or other transferees during the lifetime
of the Participant, and may be exercised by such transferees in accordance with the terms of such Award, but only if and to the
extent such transfers are permitted by the Committee pursuant to the express terms of an Award Agreement (subject to any terms
and conditions which the Committee may impose thereon), are by gift or pursuant to a domestic relations order, and are to a “Permitted
Assignee” that is a permissible transferee under the applicable rules of the Securities and Exchange Commission for registration
of shares of stock on a Form S-8 registration statement. For this purpose, a Permitted Assignee shall mean (i) the Participant’s
spouse, children or grandchildren (including any adopted and step children or grandchildren), parents, grandparents or siblings,
(ii) a trust for the benefit of one or more of the Participant or the persons referred to in clause (i), (iii) a partnership,
limited liability company or corporation in which the Participant or the persons referred to in clause (i) are the only partners,
members or stockholders, or (iv) a foundation in which any person or entity designated in clauses (i), (ii) or (iii) above control
the management of assets. A Beneficiary, transferee, or other person claiming any rights under the Plan from or through any Participant
shall be subject to all terms and conditions of the Plan and any Award Agreement applicable to such Participant, except as otherwise
determined by the Committee, and to any additional terms and conditions deemed necessary or appropriate by the Committee.


 




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(c)          Adjustments.


 


(i)          Adjustments
to Awards. In the event that any extraordinary dividend or other distribution (whether in the form of cash, Shares, or
other property), recapitalization, forward or reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase,
share exchange, liquidation, dissolution or other similar corporate transaction or event affects the Shares and/or such other securities
of the Company or any other issuer, then the Committee shall, in such manner as it may deem appropriate and equitable, substitute,
exchange or adjust any or all of (A) the number and kind of Shares which may be delivered in connection with Awards granted
thereafter, (B) the number and kind of Shares by which annual per-person Award limitations are measured under Section 4 hereof,
(C) the number and kind of Shares subject to or deliverable in respect of outstanding Awards, (D) the exercise price,
grant price or purchase price relating to any Award and/or make provision for payment of cash or other property in respect of any
outstanding Award, and (E) any other aspect of any Award that the Committee determines to be appropriate.


 


(ii)         Adjustments
in Case of Certain Transactions. In the event of any merger, consolidation or other reorganization in which the Company
does not survive, or in the event of any Change in Control (and subject to the provisions of Section 9 of this Plan relating to
the vesting of Awards in the event of any Change in Control), any outstanding Awards may be dealt with in accordance with any of
the following approaches, without the requirement of obtaining any consent or agreement of a Participant as such, as determined
by the agreement effectuating the transaction or, if and to the extent not so determined, as determined by the Committee: (A) the
continuation of the outstanding Awards by the Company, if the Company is a surviving entity, (B) the assumption or substitution
for, as those terms are defined below, the outstanding Awards by the surviving entity or its parent or subsidiary, (C) full exercisability
or vesting and accelerated expiration of the outstanding Awards, or (D) settlement of the value of the outstanding Awards in cash
or cash equivalents or other property followed by cancellation of such Awards (which value, in the case of Options or Stock Appreciation
Rights, shall be measured by the amount, if any, by which the Fair Market Value of a Share exceeds the exercise or grant price
of the Option or Stock Appreciation Right as of the effective date of the transaction). For the purposes of this Plan, an Option,
Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit Award or Other Stock-Based Award shall be considered assumed
or substituted for if following the applicable transaction the Award confers the right to purchase or receive, for each Share subject
to the Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit Award or Other Stock-Based Award immediately
prior to the applicable transaction, on substantially the same vesting and other terms and conditions as were applicable to the
Award immediately prior to the applicable transaction, the consideration (whether stock, cash or other securities or property)
received in the applicable transaction by holders of Shares for each Share held on the effective date of such transaction (and
if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding
Shares); provided, however, that if such consideration received in the applicable transaction is not solely common stock of the
successor company or its parent or subsidiary, the Committee may, with the consent of the successor company or its parent or subsidiary,
provide that the consideration to be received upon the exercise or vesting of an Option, Stock Appreciation Right, Restricted Stock
Award, Restricted Stock Unit Award or Other Stock-Based Award, for each Share subject thereto, will be solely common stock of the
successor company or its parent or subsidiary substantially equal in fair market value to the per share consideration received
by holders of Shares in the applicable transaction. The determination of such substantial equality of value of consideration shall
be made by the Committee in its sole discretion and its determination shall be conclusive and binding. The Committee shall give
written notice of any proposed transaction referred to in this Section 10(c)(ii) a reasonable period of time prior to the closing
date for such transaction (which notice may be given either before or after the approval of such transaction), in order that Participants
may have a reasonable period of time prior to the closing date of such transaction within which to exercise any Awards that are
then exercisable (including any Awards that may become exercisable upon the closing date of such transaction). A Participant may
condition his or her exercise of any Awards upon the consummation of the transaction.


 




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(iii)        Other
Adjustments. The Committee (and the Board if and only to the extent such authority is not required to be exercised by the
Committee to comply with Section 162(m) of the Code) is authorized to make adjustments in the terms and conditions of, and the
criteria included in, Awards (including Awards subject to satisfaction of performance goals, or performance goals and conditions
relating thereto) in recognition of unusual or nonrecurring events (including, without limitation, acquisitions and dispositions
of businesses and assets) affecting the Company, any Subsidiary or any business unit, or the financial statements of the Company
or any Subsidiary, or in response to changes in applicable laws, regulations, accounting principles, tax rates and regulations
or business conditions or in view of the Committee’s assessment of the business strategy of the Company, any Subsidiary or
business unit thereof, performance of comparable organizations, economic and business conditions, personal performance of a Participant,
and any other circumstances deemed relevant; provided that no such adjustment shall be authorized or made if and to the extent
that such authority or the making of such adjustment would cause Awards granted pursuant to Section 8(b) hereof to Participants
designated by the Committee as Covered Employees and intended to qualify as “performance-based compensation” under
Code Section 162(m) and the regulations thereunder to otherwise fail to qualify as “performance-based compensation”
under Code Section 162(m) and regulations thereunder. Adjustments permitted hereby may include, without limitation, increasing
the exercise price of Options and Stock Appreciation Rights, increasing performance goals, or other adjustments that may be adverse
to the Participant. Notwithstanding the foregoing, no adjustments may be made with respect to any Awards subject to Section 8 if
and to the extent that such adjustment would cause the Award to fail to qualify as “performance-based compensation”
under Section 162(m) of the Code.


 






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(d)          Award
Agreements. Each Award Agreement shall either be (a) in writing in a form approved by the Committee and executed by the
Company by an officer duly authorized to act on its behalf, or (b) an electronic notice in a form approved by the Committee and
recorded by the Company (or its designee) in an electronic recordkeeping system used for the purpose of tracking one or more types
of Awards as the Committee may provide; in each case and if required by the Committee, the Award Agreement shall be executed or
otherwise electronically accepted by the recipient of the Award in such form and manner as the Committee may require. The Committee
may authorize any officer of the Company to execute any or all Award Agreements on behalf of the Company. The Award Agreement shall
set forth the material terms and conditions of the Award as established by the Committee consistent with the provisions of the
Plan.


 


(e)          Taxes.
The Company and any Subsidiary are authorized to withhold from any Award granted, any payment relating to an Award under the Plan,
including from a distribution of Shares, or any payroll or other payment to a Participant, amounts of withholding and other taxes
due or potentially payable in connection with any transaction involving an Award, and to take such other action as the Committee
may deem advisable to enable the Company or any Subsidiary and Participants and Beneficiaries to satisfy obligations for the payment
of withholding taxes and other tax obligations relating to any Award. This authority shall include authority to withhold or receive
Shares or other property and to make cash payments in respect thereof in satisfaction of a Participant’s tax obligations,
either on a mandatory or elective basis in the discretion of the Committee. The amount of withholding tax paid with respect to
an Award by the withholding of Shares otherwise deliverable pursuant to the Award or by delivering Shares already owned shall
not exceed the minimum statutory withholding required with respect to that Award.


 


(f)          Changes
to the Plan and Awards. The Board may amend, alter, suspend, discontinue or terminate the Plan, or the Committee’s
authority to grant Awards under the Plan, without the consent of stockholders or Participants or Beneficiaries, except that any
amendment or alteration to the Plan shall be subject to the approval of the Company’s stockholders not later than the annual
meeting next following such Board action if such stockholder approval is required by any federal or state law or regulation (including,
without limitation, Rule 16b-3 or Code Section 162(m)) or the rules of any stock exchange or automated quotation system on which
the Shares may then be listed or quoted, and the Board may otherwise, in its discretion, determine to submit other such changes
to the Plan to stockholders for approval; provided that, except as otherwise permitted by the Plan or Award Agreement, without
the consent of an affected Participant, no such Board action may materially and adversely affect the rights of such Participant
under the terms of any previously granted and outstanding Award. The Committee may waive any conditions or rights under, or amend,
alter, suspend, discontinue or terminate any Award theretofore granted and any Award Agreement relating thereto, except as otherwise
provided in the Plan; provided that, except as otherwise permitted by the Plan or Award Agreement, without the consent of an affected
Participant, no such Committee or the Board action may materially and adversely affect the rights of such Participant under terms
of such Award.


 






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(g)          Clawback
of Benefits.








 


(i)          The
Company may (A) cause the cancellation of any Award, (B) require reimbursement of any Award by a Participant or Beneficiary, and
(C) effect any other right of recoupment of equity or other compensation provided under this Plan or otherwise in accordance with
any Company policies that currently exist or that may from time to time be adopted or modified in the future by the Company and/or
applicable law (each, a “Clawback Policy”). In addition, a Participant may be required to repay to the
Company certain previously paid compensation, whether provided under this Plan or an Award Agreement or otherwise, in accordance
with any Clawback Policy. By accepting an Award, a Participant is also agreeing to be bound by any existing or future Clawback
Policy adopted by the Company, or any amendments that may from time to time be made to the Clawback Policy in the future by the
Company in its discretion (including without limitation any Clawback Policy adopted or amended to comply with applicable laws or
stock exchange requirements) and is further agreeing that all of the Participant’s Award Agreements may be unilaterally amended
by the Company, without the Participant’s consent, to the extent that the Company in its discretion determines to be necessary
or appropriate to comply with any Clawback Policy.


 


(ii)         If
the Participant, without the consent of the Company, while employed by or providing services to the Company or any Subsidiary or
after termination of such employment or service, violates a non-competition, non-solicitation or non-disclosure covenant or agreement
or otherwise engages in activity that is in conflict with or adverse to the interest of the Company or any Subsidiary, as determined
by the Committee in its sole discretion, then (i) any outstanding, vested or unvested, earned or unearned portion of the Award
may, at the Committee’s discretion, be canceled and (ii) the Committee, in its discretion, may require the Participant or
other person to whom any payment has been made or Shares or other property have been transferred in connection with the Award to
forfeit and pay over to the Company, on demand, all or any portion of the gain (whether or not taxable) realized upon the exercise
of any Option or Stock Appreciation Right and the value realized (whether or not taxable) on the vesting or payment of any other
Award during the time period specified in the Award Agreement or otherwise specified by the Committee.


 






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(h)          Limitation
on Rights Conferred Under Plan. Neither the Plan nor any action taken hereunder or under any Award shall be construed
as (i) giving any Eligible Person or Participant the right to continue as an Eligible Person or Participant or in the employ
or service of the Company or a Subsidiary; (ii) interfering in any way with the right of the Company or a Subsidiary to terminate
any Eligible Person’s or Participant’s Continuous Service at any time, (iii) giving an Eligible Person or Participant
any claim to be granted any Award under the Plan or to be treated uniformly with other Participants and Employees, or (iv) conferring
on a Participant any of the rights of a stockholder of the Company or any Subsidiary including, without limitation, any right
to receive dividends or distributions, any right to vote or act by written consent, any right to attend meetings of stockholders
or any right to receive any information concerning the Company’s or any Subsidiary’s business, financial condition,
results of operation or prospects, unless and until such time as the Participant is duly issued Shares on the stock books of the
Company or any Subsidiary in accordance with the terms of an Award. None of the Company, its officers or its directors shall have
any fiduciary obligation to the Participant with respect to any Awards unless and until the Participant is duly issued Shares
pursuant to the Award on the stock books of the Company in accordance with the terms of an Award. Neither the Company, nor any
Subsidiary, nor any of the their respective officers, directors, representatives or agents are granting any rights under the Plan
to the Participant whatsoever, oral or written, express or implied, other than those rights expressly set forth in this Plan or
the Award Agreement.


 


(i)          Unfunded
Status of Awards; Creation of Trusts. The Plan is intended to constitute an “unfunded” plan for incentive
and deferred compensation. With respect to any payments not yet made to a Participant or obligation to deliver Shares pursuant
to an Award, nothing contained in the Plan or any Award Agreement shall give any such Participant any rights that are greater
than those of a general creditor of the Company or Subsidiary that issues the Award; provided that the Committee may authorize
the creation of trusts and deposit therein cash, Shares, other Awards or other property, or make other arrangements to meet the
obligations of the Company or Subsidiary under the Plan. Such trusts or other arrangements shall be consistent with the “unfunded”
status of the Plan unless the Committee otherwise determines with the consent of each affected Participant. The trustee of such
trusts may be authorized to dispose of trust assets and reinvest the proceeds in alternative investments, subject to such terms
and conditions as the Committee may specify and in accordance with applicable law.


 


(j)          Nonexclusivity
of the Plan. Neither the adoption of the Plan by the Board nor its submission to the stockholders of the Company for approval
shall be construed as creating any limitations on the power of the Board or a committee thereof to adopt such other incentive
arrangements as it may deem desirable including incentive arrangements and awards which do not qualify under Section 162(m) of
the Code.


 


(k)          Payments
in the Event of Forfeitures; Fractional Shares. Unless otherwise determined by the Committee, in the event of a forfeiture
of an Award with respect to which a Participant paid cash or other consideration, the Participant shall be repaid the amount of
such cash or other consideration. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award. The Committee
shall determine whether cash, other Awards or other property shall be issued or paid in lieu of such fractional shares or whether
such fractional shares or any rights thereto shall be forfeited or otherwise eliminated.


 


(l)          Governing
Law. Except as otherwise provided in any Award Agreement, the validity, construction and effect of the Plan, any rules
and regulations under the Plan, and any Award Agreement shall be determined in accordance with the laws of the State of Nevada
without giving effect to principles of conflict of laws, and applicable federal law.


 






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(m)          Non-U.S.
Laws. The Committee shall have the authority to adopt such modifications, procedures, and subplans as may be necessary
or desirable to comply with provisions of the laws of foreign countries in which the Company or its Subsidiaries may operate to
assure the viability of the benefits from Awards granted to Participants performing services in such countries and to meet the
objectives of the Plan.


 


(n)          Construction
and Interpretation. Whenever used herein, nouns in the singular shall include the plural, and the masculine pronoun shall
include the feminine gender. Headings of Articles and Sections hereof are inserted for convenience and reference and constitute
no part of the Plan.


 


(o)          Severability.
If any provision of the Plan or any Award Agreement shall be determined to be illegal or unenforceable by any court of law in any
jurisdiction, the remaining provisions hereof and thereof shall be severable and enforceable in accordance with their terms, and
all provisions shall remain enforceable in any other jurisdiction.


 


(p)          Plan
Effective Date and Stockholder Approval; Termination of Plan. The Plan was adopted by the Board on June 26, 2013 and shall
become effective on Effective Date. The Plan shall terminate at the earliest of (a) such time as no Shares remain available for
issuance under the Plan, (b) termination of this Plan by the Board, or (c) the tenth anniversary of the Stockholder Approval
Date. Awards outstanding upon expiration of the Plan shall remain in effect until they have been exercised or terminated, or have
expired.


 






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