Exhibit 10.67


 


MEDIABISTRO INC.


2008 STOCK INCENTIVE PLAN


 


APPROVED BY THE BOARD OF DIRECTORS: April
15, 2013


APPROVED BY THE STOCKHOLDERS: June 11, 2013


 


1. Purpose.


 


The purpose of the Plan is to assist the
Company in attracting, retaining, motivating and rewarding certain key employees, officers, directors and consultants of the Company
and its Affiliates, and promoting the creation of long-term value for stockholders of the Company by closely aligning the interests
of such individuals with those of such stockholders. The Plan authorizes the award of Stock-based incentives to Eligible Persons
to encourage such persons 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:


 


(a) "Affiliate" means, with respect
to any entity, any other entity that, directly or indirectly through one or more intermediaries, controls, is controlled by or
is under common control with, such entity.


 


(b) "Award" means any Option,
Restricted Stock, Performance Award or other Stock-based award granted under the Plan.


 


(c) "Board" means the Board of
Directors of the Company.


 


(d) "Cause" means the Employer
having cause to terminate a Participant's employment or service under any existing employment, consulting or any other agreement
between the Participant and the Employer. In the absence of any such an employment, consulting or other agreement, a Participant
shall be deemed to have been terminated for Cause if the Committee determines that his termination of employment with the Employer
is on account of (A) incompetence, fraud, personal dishonesty, embezzlement, defalcation or acts of gross negligence or gross misconduct
on the part of Participant in the course of his employment or services, (B) a material breach of Participant's fiduciary duty of
loyalty to any member of the Company Group, (C) a Participant's engagement in conduct that is materially injurious to the any member
of the Company Group, (D) a Participant's conviction by a court of competent jurisdiction of, or pleading "guilty" or
"no contest" to, (x) a felony, or (y) any other criminal charge (other than minor traffic violations) which could reasonably
be expected to have a material adverse impact on the reputation and standing in the community of any member of the Company Group;
(E) public or consistent drunkenness by a Participant or his illegal use of narcotics which is, or could reasonably be expected
to become, materially injurious to the reputation or business of any member of the Company Group or which impairs, or could reasonably
be expected to impair, the performance of a Participant's duties to the Employer; or (F) willful failure by a Participant to follow
the lawful directions of a superior officer or the Board, representing disloyalty to the goals of any member of the Company Group.


 


(e) "Change in Control" means:


 


(i) a change in ownership
or control of the Company effected through a transaction or series of transactions (other than an offering of Stock to the general
public through a registration statement filed with the Securities and Exchange Commission) whereby any "person" or related
"group" of "persons" (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act), other than
any member of the Company Group, an employee benefit plan maintained by any member of the Company Group or the Founder, directly
or indirectly acquires "beneficial ownership" (within the meaning of Rule 13d-3 under the Exchange Act) of securities
of the Company possessing more than fifty percent (50%) of the total combined voting power of the Company's securities outstanding
immediately after such acquisition;


 






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(ii) the date upon
which individuals who, as of the Effective Date, constitute the Board (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 date
hereof 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) the sale or
disposition, in one or a series of related transactions, of all or substantially all of the assets of the Company to any "person"
or "group" (as such terms are defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) other than any member of
the Company Group or the Founder.


 


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


 


(g) "Committee" means the Board
or such other committee appointed by the Board consisting of two or more individuals.


 


(h) "Company" means Mediabistro
Inc., a Delaware corporation.


 


(i) "Company Group" means the
Company together with any of its direct or indirect subsidiaries.


 


(j) "Disability" means, in the
absence of any employment agreement between a Participant and the Employer otherwise defining Disability, "disability"
within the meaning of the long-term disability plan of the Employer or the Company (as applicable to such Participant), or in the
absence of such a plan, the permanent and total disability of a person within the meaning of Section 22(e)(3) of the Code. In the
event there is an employment agreement between a Participant and the Employer defining Disability, "Disability" shall
have the meaning provided in such agreement.


 


(k) "Disqualifying Disposition"
means any disposition (including any sale) of Stock acquired by exercise of an Incentive Stock Option made within the period which
is either (i) two years after the date the Participant was granted the Incentive Stock Option, or (ii) one year after the date
the Participant acquired Stock by exercising the Incentive Stock Option.


 


(l) "Effective Date" shall mean
April 28, 2008.


 


(m) "Eligible Person" means (i)
each employee of the Company or of any of its Affiliates, including each such individual who may also be a director of the Company
and/or any other member of the Company Group; (ii) each non-employee director of the Company and/or any other member of the Company
Group; (iii) each other individual who provides substantial services to the Company and/or any other member of the Company Group
and who is designated as eligible by the Committee; and (iv) any individual who has been offered employment by the Company or any
other member of the Company Group; provided, that such prospective employee may not receive any payment or exercise any right relating
to an Award until such person has commenced employment with the Company or applicable member of the Company Group. An employee
on an approved leave of absence may be considered as still in the employ of the Employer for purposes of eligibility for participation
in the Plan.


 


(n) "Employer" means either the
Company or other member of the Company Group that the Participant (determined without regard to any transfer of an Award) is principally
employed by or provides services to, as applicable. In the event that any Employer ceases to be a member of the Company Group (by
reason of sale, divesture, spin-off or other similar transaction), except as may otherwise be provided by the Committee, unless
a Participant's employment or service is transferred to another entity that would constitute an Employer immediately following
such transaction, any Participants employed by or providing services to such former Employer shall be deemed to have terminated
employment or service hereunder other than for Cause as of the date of the consummation of such transaction.


 






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


 


(p) "Expiration Date" means the
date upon which the term of an Option expires, as determined under Section 5(b) hereof.


 


(q) "Fair Market Value" means,
as of any date when the Stock is listed on one or more national securities exchanges, the closing price reported on the principal
national securities exchange on which such Stock is listed and traded on the date of determination. If the Stock is not listed
on an exchange, or representative quotes are not otherwise available, the Fair Market Value shall mean the amount determined by
the Board in good faith, and in a manner consistent with Section 409A of the Code, to be the fair market value per share of Stock.


 


(r) "Founder" means Alan M. Meckler
and any of his Affiliates.


 


(s) "Incentive Stock Option"
means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations
promulgated thereunder.


 


(t) "Nonqualified Stock Option"
means an Option not intended to qualify as an Incentive Stock Option.


 


(u) "Option" means a conditional
right, granted to a Participant under Section 5 hereof, to purchase Stock at a specified price during specified time periods. Certain
Options granted under the Plan are intended to qualify as Incentive Stock Option.


 


(v) "Option Agreement" means
a written agreement between the Company and a Participant evidencing the terms and conditions of an individual Option grant.


 


(w) "Participant" means an Eligible
Person who has been granted an Award under the Plan, or if applicable, such other person or entity who holds an Award.


 


(x) "Performance Awards" mean
Awards granted to a Participant under Section 7 hereof, which are subject to the achievement of Performance Objectives. A Performance
Award shall be designated as a "Performance Share" or a "Performance Unit" at the time of grant.


 


(y) "Performance Objectives"
means the performance objectives established pursuant to this Plan for Participants who have received Performance Awards.


 


(z) "Plan" means this Mediabistro
Inc. 2008 Stock Incentive Plan.


 


(aa) "Qualified Member" means
a member of the Committee who is a "Non-Employee Director" within the meaning of Rule 16b-3 and an "outside director"
within the meaning of Regulation 1.162-27(c) under Code Section 162(m).


 


(bb) "Restricted Stock" means
Stock granted to a Participant under Section 6 hereof that is subject to certain restrictions and to a risk of forfeiture.


 


(cc) "Restricted Stock Agreement"
means a written agreement between the Company and a Participant evidencing the terms and conditions of an individual Restricted
Stock grant.


 


(dd) "Securities Act" means the
Securities Act of 1933, as amended from time to time, including rules thereunder and successor provisions and rules thereto.


 


(ee) "Stock" means the Company's
Common Stock, par value $0.01 per share, and such other securities as may be substituted for such stock pursuant toSection 9 hereof.


 






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3. Administration.


 


(a) Authority of the Committee. Except
as otherwise provided below, the Plan shall be administered by the Committee. The Committee shall have full and final authority,
in each case subject to and consistent with the provisions of the Plan, to (i) select Eligible Persons to become Participants;
(ii) grant Awards; (iii) determine the type, number of shares of Stock subject to, and other terms and conditions of, and all other
matters relating to, Awards; (iv) prescribe Award agreements (which need not be identical for each Participant) and rules and regulations
for the administration of the Plan; (v) construe and interpret the Plan and Award agreements and correct defects, supply omissions,
or reconcile inconsistencies therein; (vi) suspend the right to exercise Awards during any period that the Committee deems appropriate
to comply with applicable securities laws, and thereafter extend the exercise period of an Award by an equivalent period of time,
and (vii) make all other decisions and determinations as the Committee may deem necessary or advisable for the administration of
the Plan. Any action of the Committee shall be final, conclusive and binding on all persons, including, without limitation, the
Company, its Affiliates, Eligible Persons, Participants and beneficiaries of Participants.


 


(b) Manner of Exercise of Committee Authority.
At any time that a member of the Committee is not a Qualified Member, (i) any action of the Committee relating to an Award intended
by the Committee to qualify as "performance-based compensation" within the meaning of Section 162(m) of the Code and
regulations thereunder may be taken by a subcommittee, designated by the Committee or the Board, composed solely of two or more
Qualified Members (a "Qualifying Committee"); and (ii) any action relating to an Award granted or to be granted to a
Participant who is then subject to Section 16 of the Exchange Act in respect of the Company may be taken either by such a Qualifying
Committee, or by the Committee but with each such member who is not a Qualified Member abstaining or recusing himself or herself
from such action; provided, that upon such abstention or recusal, the Committee remains composed of two or more Qualified Members.
Any action authorized by such a Qualifying Committee or by the Committee upon the abstention or recusal of such non-Qualified Member(s)
shall be deemed to be the action of the Committee for purposes of the Plan. 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.


 


(c) Delegation. To the extent permitted
by applicable law, the Committee may delegate to officers or employees of the Company or any of its Affiliates, or committees thereof,
the authority, subject to such terms as the Committee shall determine, to perform such functions, including but not limited to
administrative functions, as the Committee may determine appropriate. The Committee may appoint agents to assist it in administering
the Plan. Notwithstanding the foregoing or any other provision of the Plan to the contrary, any Award granted under the Plan to
any person or entity who is not an employee of the Company or any of its Affiliates shall be expressly approved by the Committee.


 


(d) Section 409A. The Committee
shall take into account compliance with Section 409A of the Code in connection with any grant of an Award under the Plan, to
the extent applicable.


 


4. Shares Available Under the Plan.


 


(a) Number of Shares Available for Delivery.
Subject to adjustment as provided in Section 9 hereof, the total number of shares of Stock reserved and available for delivery
in connection with Awards under the Plan shall be 821,429, all of which may be issued or transferred upon exercise or settlement
of Incentive Stock Options. Shares of Stock delivered under the Plan shall consist of authorized and unissued shares or previously
issued shares of Stock reacquired by the Company on the open market or by private purchase.


 


(b) Share Counting Rules. 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 of Stock actually delivered differs from the number of
shares previously counted in connection with an Award. To the extent that an Award expires or is canceled, forfeited, settled in
cash or otherwise terminated without a delivery to the Participant of the full number of shares to which the Award related, the
undelivered shares will again be available for grant hereunder. Shares of Stock remaining available for issuance under the Company's
1999 Stock Incentive Plan (Amended and Restated as of March 5, 2008) (the "1999 Plan") upon its expiration on April 15,
2009, together with shares of Stock underlying awards granted under the 1999 Plan (outstanding as of April 15, 2009) that remain
undelivered following any expiration, cancellation, forfeiture, cash settlement or other termination of such awards, shall be available
for grant hereunder.


 






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(c) 162(m) Limitation. Notwithstanding
anything to the contrary herein, during any time that the Company is subject to Section 162(m) of the Code, the maximum number
of shares of Stock with respect to which Options and stock appreciation rights (to the extent granted as an Award under the Plan)
may be granted to any individual in any one year shall not exceed the maximum number of shares of Stock available for issue hereunder,
as such number may change from time to time.


 


5. Options.


 


(a) General. Options may be granted to
Eligible Persons in such form and having such terms and conditions as the Committee shall deem appropriate; provided, however,
that Incentive Stock Options may only be granted to Eligible Persons who are employed by the Employer. The provisions of separate
Options shall be set forth in an Option Agreement, which agreements need not be identical.


 


(b) Term. The term of each Option shall
be set by the Committee at the time of grant; provided, however, that no Option granted hereunder shall be exercisable after the
expiration of ten (10) years from the date it was granted.


 


(c) Exercise Price. The exercise price
per share of Stock for each Option shall be set by the Committee at the time of grant; provided, however, that if an Option is
intended (i) to not be considered "nonqualified deferred compensation" within the meaning of Section 409A of the Code,
(ii) to qualify as "performance-based compensation" within the meaning of Section 162(m) of the Code and regulations
thereunder, or (iii) to be an Incentive Stock Option, in each case, the applicable exercise price shall not be less than the Fair
Market Value, subject to subsection (h) below in the case of any Incentive Stock Option.


 


(d) Payment for Stock. Payment for
shares of Stock acquired pursuant to Options granted hereunder shall be made in full, upon exercise of the Options:


 


(i) in
immediately available funds in United States dollars, or by certified or bank cashier's check; (ii) by delivery of a notice
of "net exercise" to the Company, pursuant to which the Participant shall receive the number of shares of Stock
underlying the Options so exercised reduced by the number of shares of Stock equal to the aggregate exercise price of the
Options divided by the Fair Market Value on the date of exercise; (iii) by delivery of shares of Stock having a value equal
to the exercise price, or (iv) by any other means approved by the Committee. Anything herein to the contrary notwithstanding,
if the Committee determines that any form of payment available hereunder would be in violation of Section 402 of the
Sarbanes-Oxley Act of 2002, such form of payment shall not be available.


 


(e) Vesting. Options shall vest and become
exercisable in such manner, on such date or dates, or upon the achievement of performance or other conditions, in each case, as
may be determined by the Committee and set forth in the Option Agreement; provided, however, that notwithstanding any such vesting
dates, the Committee may in its sole discretion accelerate the vesting of any Option, which acceleration shall not affect the terms
and conditions of any such Option other than with respect to vesting. Unless otherwise specifically determined by the Committee,
the vesting of an Option shall occur only while the Participant is employed or rendering services to the Employer, and all vesting
shall cease upon a Participant's termination of employment or services with the Employer for any reason. If an Option is exercisable
in installments, such installments or portions thereof which become exercisable shall remain exercisable until the Option expires.


 


(f) Transferability of Options. An Option
shall not be transferable except by will or by the laws of descent and distribution and shall be exercisable during the lifetime
of the Participant only by the Participant. Notwithstanding the foregoing, Nonqualified Stock Options shall be transferable to
the extent provided in the Option Agreement or otherwise determined by the Committee.


 


(g) Termination of Employment or Service.
Except as may otherwise be provided by the Committee in the Option Agreement:


 


(i) If prior to the Expiration Date, a
Participant's employment or service, as applicable, with the Employer terminates for any reason other than (A) by the Employer
for Cause, or (B) by reason of the Participant's death or Disability, (1) all vesting with respect to the Options shall cease,
(2) any unvested Options shall expire as of the date of such termination, and (3) any vested Options shall remain exercisable until
the earlier of the Expiration Date or the date that is ninety (90) days after the date of such termination.


 






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(ii) If prior to the Expiration Date, a
Participant's employment or service, as applicable, with the Employer terminates by reason of such Participant's death or Disability,
(A) all vesting with respect to the Options shall cease, (B) any unvested Options shall expire as of the date of such termination,
and (C) any vested Options shall expire on the earlier of the Expiration Date or the date that is twelve (12) months after the
date of such termination due to death or Disability of the Participant.


 


(iii) If prior to the Expiration Date,
a Participant's employment or service, as applicable, with the Employer is terminated by the Employer for Cause, all Options (whether
or not vested) shall immediately expire as of the date of such termination.


 


(h) Special Provisions Applicable to Incentive
Stock Options.


 


(i) No Incentive Stock Option may be granted
to any Participant who, at the time the option is granted, owns directly, or indirectly within the meaning of Section 424(d) of
the Code, stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company
or of any parent or subsidiary thereof, unless such Incentive Stock Option (A) has an exercise price of at least one hundred ten
percent (110%) of the Fair Market Value on the date of the grant of such Option, and (B) cannot be exercised more than five (5)
years after the date it is granted.


 


(ii) To the extent the aggregate Fair Market
Value (determined as of the date of grant) of Stock for which Incentive Stock Options are exercisable for the first time by any
Participant during any calendar year (under all plans of the Company and its Affiliates) exceeds $100,000, such excess Incentive
Stock Options shall be treated as Nonqualified Stock Options.


 


(iii) Each Participant who receives an
Incentive Stock Option must agree to notify the Company in writing immediately after the Participant makes a Disqualifying Disposition
of any Stock acquired pursuant to the exercise of an Incentive Stock Option.


 


6. Restricted Stock.


 


(a) General. Restricted Stock granted hereunder
shall be in such form and shall contain such terms and conditions as the Committee shall deem appropriate. The terms and conditions
of each Restricted Stock grant shall be evidenced by a Restricted Stock Agreement, which agreements need not be identical. Subject
to the restrictions set forth in Section 6(b), except as otherwise set forth in the applicable Restricted Stock Agreement, the
Participant shall generally have the rights and privileges of a stockholder as to such Restricted Stock, including the right to
vote such Restricted Stock. Unless otherwise set forth in a Participant's Restricted Stock Agreement, cash dividends and stock
dividends, if any, with respect to the Restricted Stock shall be withheld by the Company for the Participant's account, and shall
be subject to forfeiture to the same degree as the shares of Restricted Stock to which such dividends relate. Except as otherwise
determined by the Committee, no interest will accrue or be paid on the amount of any cash dividends withheld.


 


(b) Restrictions on Transfer. In addition
to any other restrictions set forth in a Participant's Restricted Stock Agreement, until such time that the Restricted Stock has
vested pursuant to the terms of the Restricted Stock Agreement, which vesting the Committee may in its sole discretion accelerate
at any time, the Participant shall not be permitted to sell, transfer, pledge, or otherwise encumber the Restricted Stock. Notwithstanding
anything contained herein to the contrary, the Committee shall have the authority to remove any or all of the restrictions on the
Restricted Stock whenever it may determine that, by reason of changes in applicable laws or other changes in circumstances arising
after the date of the Restricted Stock Award, such action is appropriate.


 


(c) Certificates. 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.
Notwithstanding the foregoing, the Committee may determine, in its sole discretion, that the Restricted Stock shall be held in
book entry form rather than delivered to the Participant pending the release of the applicable restrictions and for such other
reasonable period that the Committee may determine.


 






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(d) Termination of Employment or Service.
Except as may otherwise be provided by the Committee in the Restricted Stock Agreement, if, prior to the time that the Restricted
Stock has vested, a Participant's employment or service, as applicable, terminates for any reason, (i) all vesting with respect
to the Restricted Stock shall cease, and (ii) as soon as practicable following such termination, the Company shall repurchase from
the Participant, and the Participant shall sell, any unvested shares of Restricted Stock at a purchase price equal to the original
purchase price paid for the Restricted Stock, or if the original purchase price is equal to $0, such unvested shares of Restricted
Stock shall be forfeited by the Participant to the Company for no consideration as of the date of such termination.


 


7. Performance Awards


 


(a) General. The Board may from time to
time authorize grants to Participants of Performance Awards upon such terms and conditions as the Board may determine in accordance
with provisions of this Section 7. The terms and conditions of each Performance Award grant shall be evidenced by a Performance
Award Agreement, which agreements need not be identical.


 


(b) Value of Performance Units and Performance
Shares. Each Performance Unit shall have an initial value that is established by the Committee at the time of grant. Each Performance
Share shall have an initial value equal to the Fair Market Value of the Stock on the date of grant. In addition to any other non-performance
terms included in the Performance Award Agreement, the Committee shall set the applicable Performance Objectives in its discretion
which, depending on the extent to which they are met, will determine the value and/or number of Performance Units or Performance
Shares, as the case may be, that will be paid out to the Participant.


 


(c) Earning of Performance Units and Performance
Shares. Upon the expiration of the applicable Performance Period, the holder of Performance Units or Performance Shares, as the
case may be, shall be entitled to receive payout on the value and number of the applicable Performance Units or Performance Shares
earned by the Participant over the Performance Period, to be determined as a function of the extent to which the corresponding
performance goals have been achieved and any other non-performance terms met.


 


(d) Form and Timing of Payment of Performance
Units and Performance Shares. Payment of earned Performance Units and Performance Shares shall be as determined by the Committee
and as evidenced in the Performance Award Agreement. Subject to the terms of the Plan, the Committee, in its sole discretion, may
pay earned Performance Units and Performance Shares in the form of cash, in Shares or other Awards (or in a combination thereof)
equal to the value of the earned Performance Units or Performance Shares, as the case may be, at the close of the applicable Performance
Period, or as soon as practicable after the end of the Performance Period. Any Shares may be granted subject to any restrictions
deemed appropriate by the Committee. The determination of the Committee with respect to the form of payout of such Awards shall
be set forth in the Award Agreement pertaining to the grant of the Award.


 


(e) Nontransferability. Except as otherwise
provided in a Performance Award Agreement or otherwise at any time by the Committee, Performance Units and Performance Shares may
not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent
and distribution. Further, except as otherwise provided in a Performance Award Agreement or otherwise determined at any time by
the Committee, a Participant's rights under the Plan shall be exercisable during his or her lifetime only by such Participant.


 


(f) Termination of Employment or Service.
Except as may otherwise be provided by the Committee in the Performance Award Agreement, if, prior to the time that the applicable
Performance Period has expired, a Participant's employment or service, as applicable, terminates for any reason, all of such Participant's
Performance Awards shall be forfeited by the Participant to the Company for no consideration.


 


(g) Performance Objectives.


 






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(i) Each Performance Award shall specify
the Performance Objectives that must be achieved before such Award shall become vested and payable. The Committee may adjust such
Performance Objectives if, in the sole judgment of the Committee, events or transactions have occurred after the grant that are
unrelated to the performance of the Company and/or Participant and result in distortion of the Performance Objectives. The Company
also may specify a minimum acceptable level of achievement below which no payment will be made and may set forth a formula for
determining the amount of any payment to be made if performance is at or above such minimum acceptable level but falls short of
the maximum achievement of the specified Performance Objectives.


 


(ii) Performance Objectives may be described
in terms of Company-wide objectives or objectives that are related to the performance of an individual Participant or the Employer,
division, department or function within the Company or Employer in which the Participant is employed. Performance Objectives may
be measured on an absolute or relative basis. Relative performance may be measured by comparison to a group of peer companies or
to a financial market index. Performance Objectives shall be limited to specified levels of or increases in one or more of the
following: return on equity; diluted earnings per share; net earnings; total earnings; earnings growth; return on capital; working
capital turnover; return on assets; earnings before interest and taxes; earnings before interest, taxes, depreciation and amortization;
sales; sales growth; gross margin; return on investment; increase in the fair market value per share; share price (including but
not limited to, growth measures and total stockholder return); operating profit; cash flow (including, but not limited to, operating
cash flow and free cash flow); cash flow return on investment (which equals net cash flow divided by total capital); inventory
turns; financial return ratios; total return to stockholders; market share; earnings measures/ratios; economic value added; balance
sheet measurements including (but not limited to receivable turnover); internal rate of return; or expense targets.


 


(iii) The Committee shall adjust Performance
Objectives and the related minimum acceptable level of achievement if, in the sole judgment of the Committee, events or transactions
have occurred after the applicable date of grant of a Performance Award that are unrelated to the performance of the Company and/or
Participant and result in distortion of the Performance Objectives or the related minimum acceptable level of achievement. Potential
transactions or events giving rise to adjustment include but are not limited to (i) restructurings, discontinued operations, extraordinary
items or events, and other unusual or non-recurring charges; (ii) an event either not directly related to the operations of the
Company or not within the reasonable control of the Company's management; or (iii) a change in tax law or accounting standards
required by generally accepted accounting principles.


 


8. Other Stock-Based Awards.


 


The Committee is authorized, subject to
limitations under applicable law, to grant to Participants 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, Stock, as deemed by the Committee to be consistent with the purposes
of the Plan. The Committee may also grant Stock as a bonus, or may grant other awards in lieu of obligations of the Company or
an Affiliate to pay cash or deliver other property under this Plan or under other plans or compensatory arrangements, subject to
such terms as shall be determined by the Committee.


 


9. Adjustment for Recapitalization, Merger,
etc.


 


(a) Capitalization Adjustments. The aggregate
number of shares of Stock which may be granted or purchased pursuant to Awards (as set forth in Section 4 hereof), the number of
shares of Stock covered by each outstanding Award, and the price per share thereof in each such Award shall be equitably and proportionally
adjusted or substituted, as determined by the Committee, as to the number, price or kind of a share of Stock or other consideration
subject to such Awards (i) in the event of changes in the outstanding Stock or in the capital structure of the Company by reason
of stock dividends, stock splits, reverse stock splits, recapitalizations, reorganizations, mergers, consolidations, combinations,
exchanges, or other relevant changes in capitalization occurring after the date of grant of any such Award (including any Corporate
Event (as defined below)); (ii) in connection with any extraordinary dividend declared and paid in respect of shares of Stock,
whether payable in the form of cash, stock or any other form of consideration; or (iii) in the event of any change in applicable
laws or any change in circumstances which results in or would result in any substantial dilution or enlargement of the rights granted
to, or available for, Participants in the Plan.


 






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(b) Corporate Events. Notwithstanding the
foregoing, except as may otherwise be provided in an Award agreement, in connection with (i) a merger or consolidation involving
the Company in which the Company is not the surviving corporation; (ii) a merger or consolidation involving the Company in which
the Company is the surviving corporation but the holders of shares of Stock receive securities of another corporation and/or other
property, including cash; (iii) a Change in Control; or (iv) the reorganization or liquidation of the Company (each, a "Corporate
Event"), the Committee may, in its discretion, provide for any one or more of the following:


 


(1) require that such Awards be assumed
in connection with such Corporate Event, in which case, the Awards shall be subject to the adjustment set forth in subsection (a)
above, and, to the extent such Awards are Performance Awards or other Awards that vest subject to the achievement of performance
criteria, appropriately adjust Performance Objectives or similar performance criteria to reflect the Corporate Event;


 


(2) accelerate the vesting of any Awards,
subject to the consummation of such Corporate Event;


 


(3) cancel any or all vested and/or unvested
Awards as of the consummation of such Corporate Event, and provide that holders of vested Awards (including any Awards that would
vest on the Corporate Event but for cancellation) so cancelled will receive a payment in respect of cancellation of their Awards
based on the amount of the per share consideration being paid for the Stock in connection with such Corporate Event, less, in the
case of Options and other Awards subject to exercise, the applicable exercise price; provided, however, that holders of Options
and other Awards subject to exercise shall only be entitled to consideration in respect of cancellation of such Awards if the per
share consideration less the applicable exercise price is greater than zero (and to the extent the per share consideration is less
than or equal to the applicable exercise price, such Awards shall be cancelled for no consideration); or


 


(4) replace Awards (other than Awards which
are "stock rights" within the meaning of Section 409A of the Code) with a cash incentive program that preserves the value
of the Awards so replaced (determined as of the consummation of the Corporate Event), with subsequent payment of cash incentives
subject to the same vesting conditions as applicable to the Awards so replaced, and payment to be made within thirty (30) days
of the applicable vesting date.


 


Payments to holders pursuant to clause
(3) or (4) above shall be made in cash, or, in the sole discretion of the Committee, in the form of such other consideration necessary
for a holder of an Award to receive property, cash or securities (or combination thereof) as such holder would have been entitled
to receive upon the occurrence of the transaction if the holder had been, immediately prior to such transaction, the holder of
the number of shares of Stock covered by the Award at such time (less any applicable exercise price).


 


(c) Fractional Shares. Any adjustment provided
under this Section 9 may provide for the elimination of any fractional share which might otherwise become subject to an Award.


 


10. Effect of Change in Control


 


Except to the extent reflected in a particular
Award agreement:


 


(a) In the event of a Change in Control,
notwithstanding any vesting schedule with respect to an Award of Options or Restricted Stock, such Option shall become immediately
exercisable with respect to 100% of the shares subject to such Option, and 100% of the shares of Restricted Stock shall vest and
the restrictions set forth in Section 6(b) applicable to such shares of Restricted Stock shall lapse.


 


(b) In the event of a Change in Control,
all other Awards shall become fully vested and or payable to the fullest extent of any Award or portion thereof that has not then
expired and any restrictions with respect thereto shall expire.


 


(c) The Committee shall have full authority
and discretion to interpret this Section 10 and to implement any course of action with respect to any Award so as to satisfy the
intent of this provision.


 






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


 


11. Use of Proceeds.


 


The proceeds received from the sale of
Stock pursuant to the Plan shall be used for general corporate purposes.


 


12. Rights and Privileges as a Stockholder.


 


Except as otherwise specifically provided
in the Plan, no person shall be entitled to the rights and privileges of stock ownership in respect of shares of Stock which are
subject to Awards hereunder until such shares have been issued to that person.


 


13. Employment or Service Rights.


 


No individual shall have any claim or right
to be granted an Award under the Plan or, having been selected for the grant of an Award, to be selected for a grant of any other
Award. Neither the Plan nor any action taken hereunder shall be construed as giving any individual any right to be retained in
the employ or service of the Company or an Affiliate of the Company.


 


14. Compliance With Laws.


 


The obligation of the Company to deliver
Stock upon vesting and/or exercise of any Award shall be subject to all applicable laws, rules, and regulations, and to such approvals
by governmental agencies as may be required. Notwithstanding any terms or conditions of any Award to the contrary, the Company
shall be under no obligation to offer to sell or to sell and shall be prohibited from offering to sell or selling any shares of
Stock pursuant to an Award unless such shares have been properly registered for sale pursuant to the Securities Act with the Securities
and Exchange Commission or unless the Company has received an opinion of counsel, satisfactory to the Company, that such shares
may be offered or sold without such registration pursuant to an available exemption therefrom and the terms and conditions of such
exemption have been fully complied with. The Company shall be under no obligation to register for sale or resale under the Securities
Act any of the shares of Stock to be offered or sold under the Plan or any shares of Stock issued upon exercise or settlement of
Awards. If the shares of Stock offered for sale or sold under the Plan are offered or sold pursuant to an exemption from registration
under the Securities Act, the Company may restrict the transfer of such shares and may legend the Stock certificates representing
such shares in such manner as it deems advisable to ensure the availability of any such exemption.


 


15. Withholding Obligations.


 


As a condition to the vesting and/or exercise
of any Award, the Committee may require that a Participant satisfy, through deduction or withholding from any payment of any kind
otherwise due to the Participant, or through such other arrangements as are satisfactory to the Committee, the minimum amount of
all Federal, state and local income and other taxes of any kind required or permitted to be withheld in connection with such vesting
and/or exercise. The Committee, in its discretion, may permit shares of Stock to be used to satisfy tax withholding requirements
and such shares shall be valued at their Fair Market Value as of the settlement date of the Award; provided, however, that the
aggregate Fair Market Value of the number of shares of Stock that may be used to satisfy tax withholding requirements may not exceed
the minimum statutorily required withholding amount with respect to such Award.


 


16. Amendment of the Plan or Awards.


 


(a) Amendment of Plan. The Board at any
time, and from time to time, may amend the Plan; provided, however, that without stockholder approval, the Board shall not make
any amendment to the Plan which would violate the stockholder approval requirements of the national securities exchange on which
the Stock is principally listed.


 






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(b) Amendment of Awards. The Board or the
Committee, at any time, and from time to time, may amend the terms of any one or more Awards; provided, however, that the rights
under any Award shall not be impaired by any such amendment unless the Participant consents in writing (it being understood that
no action taken by the Board or the Committee that is expressly permitted under the Plan, including, without limitation, any actions
described in Section 9 hereof, shall constitute an amendment of an Award for such purpose). Notwithstanding the foregoing, subject
to the limitations of applicable law, if any, and without an affected Participant's consent, the Board or the Committee may amend
the terms of any one or more Awards if necessary to bring the Award into compliance with Section 409A of the Code and Department
of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or
other guidance that may be issued or amended after the Effective Date.


 


17. Termination or Suspension of the Plan.


 


The Board may suspend or terminate the
Plan at any time. Unless sooner terminated, the Plan shall terminate on the day before the tenth (10th) anniversary of the date
the Plan is adopted by the Board. No Awards may be granted under the Plan while the Plan is suspended or after it is terminated.


 


18. Effective Date of the Plan.


 


The Plan is effective as of the Effective
Date.


 


19. Miscellaneous.


 


(a) Participants Outside of the
United States. The Committee may modify the terms of any Award under the Plan made to or held by a Participant who is then a
resident or primarily employed outside of the United States in any manner deemed by the Committee to be necessary or
appropriate in order that such Award shall conform to laws, regulations and customs of the country in which the Participant
is then a resident or primarily employed, or so that the value and other benefits of the Award to the Participant, as
affected by foreign tax laws and other restrictions applicable as a result of the Participant's residence or employment
abroad, shall be comparable to the value of such Award to a Participant who is a resident or primarily employed in the United
States. An Award may be modified under this Section 19(a) in a manner that is inconsistent with the express terms of the
Plan, so long as such modifications will not contravene any applicable law or regulation or result in actual liability under
Section 16(b) of the Exchange Act for the Participant whose Award is modified.


 


(b) No Liability of Committee Members.
No member of the Committee shall be personally liable by reason of any contract or other instrument executed by such member or
on his or her behalf in his or her capacity as a member of the Committee nor for any mistake of judgment made in good faith, and
the Company shall indemnify and hold harmless each member of the Committee and each other employee, officer or director of the
Company to whom any duty or power relating to the administration or interpretation of the Plan may be allocated or delegated, against
any cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim) arising out of any
act or omission to act in connection with the Plan unless arising out of such person's own fraud or willful bad faith; provided,
however, that approval of the Board shall be required for the payment of any amount in settlement of a claim against any such person.
The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may
be entitled under the Company's certificate or articles of incorporation or by-laws, each as may be amended from time to time,
as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.


 


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


 


(d) Governing Law. The Plan shall be governed
by and construed in accordance with the internal laws of the State of Delaware without reference to the principles of conflicts
of laws thereof.


 






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(e) Funding. No provision of the Plan shall
require the Company, for the purpose of satisfying any obligations under the Plan, to purchase assets or place any assets in a
trust or other entity to which contributions are made or otherwise to segregate any assets, nor shall the Company maintain separate
bank accounts, books, records or other evidence of the existence of a segregated or separately maintained or administered fund
for such purposes. Participants shall have no rights under the Plan other than as unsecured general creditors of the Company, except
that insofar as they may have become entitled to payment of additional compensation by performance of services, they shall have
the same rights as other employees under general law.


 


(f) Reliance on Reports. Each member of
the Committee and each member of the Board shall be fully justified in relying, acting or failing to act, and shall not be liable
for having so relied, acted or failed to act in good faith, upon any report made by the independent public accountant of the Company
and its Affiliates and upon any other information furnished in connection with the Plan by any person or persons other than such
member.


 


(g) Titles and Headings. The titles and
headings of the sections in the Plan are for convenience of reference only, and in the event of any conflict, the text of the
Plan, rather than such titles or headings, shall control.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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