Exhibit 10.1


 


PARETEUM CORP.


2017 LONG-TERM INCENTIVE COMPENSATION
PLAN


 


ARTICLE I


PURPOSE


 


Section 1.1 Purpose. This 2017
Long-Term Incentive Compensation Plan (the “Plan”) is established by Pareteum Corp., a Delaware corporation (the “Company”),
to create incentives which are designed to motivate Participants to put forth maximum effort toward the success and growth of the
Company and to enable the Company to attract and retain experienced individuals who by their position, ability and diligence are
able to make important contributions to the Company’s success. Toward these objectives, the Plan provides for the grant of
Options, Restricted Stock Awards, Stock Appreciation Rights (“SARs”), Performance Units and Performance Bonuses to
Eligible Employees and the grant of Nonqualified Stock Options, Restricted Stock Awards, SARs and Performance Units to Consultants
and Eligible Directors, subject to the conditions set forth in the Plan.


 


Section 1.2 Establishment. The
Plan is effective as of June 8, 2017 and for a period of ten years thereafter. The Plan shall continue in effect until all matters
relating to the payment of Awards and administration of the Plan have been settled. The Plan is subject to approval by the Company’s
stockholders in accordance with applicable law which approval must occur within the period ending twelve months after the date
the Plan is adopted by the Board. Pending such approval by the stockholders, Awards under the Plan may be granted, but no such
Awards may be exercised prior to receipt of stockholder approval. In the event stockholder approval is not obtained within a twelve-month
period, all Awards granted shall be void.


 


Section 1.3 Shares Subject to the Plan.
Subject to the limitations set forth in the Plan, Awards may be made under this Plan for a total of 6,500,000 shares of the Company’s
common stock, par value $.00001 per share (the “Common Stock”), all of which may be issued in respect of Incentive
Stock Options.


 


ARTICLE II


DEFINITIONS


 


Section 2.1 “Account”
means the recordkeeping account established by the Company to which will be credited an Award of Performance Units to a Participant.


 


Section 2.2 “Affiliated Entity” means
any corporation, partnership, limited liability company or other form of legal entity in which a majority of the partnership or
other similar interest thereof is owned or controlled, directly or indirectly, by the Company or one or more of its Subsidiaries
or Affiliated Entities or a combination thereof. For purposes hereof, the Company, a Subsidiary or an Affiliated Entity shall be
deemed to have a majority ownership interest in a partnership or limited liability company if the Company, such Subsidiary or Affiliated
Entity shall be allocated a majority of partnership or limited liability company gains or losses or shall be or control a managing
director or a general partner of such partnership or limited liability company.


 


Section 2.3 “Award” means,
individually or collectively, any Option, Restricted Stock Award, SAR, Performance Unit or Performance Bonus granted under the
Plan to an Eligible Employee by the Board or any Nonqualified Stock Option, Performance Unit, SAR or Restricted Stock Award granted
under the Plan to a Consultant or an Eligible Director by the Board pursuant to such terms, conditions, restrictions, and/or limitations,
if any, as the Board may establish by the Award Agreement or otherwise.


 


Section 2.4 “Award Agreement” means
any written instrument that establishes the terms, conditions, restrictions, and/or limitations applicable to an Award in addition
to those established by this Plan and by the Board’s exercise of its administrative powers.


Section 2.5 “Board” means
the Board of Directors of the Company and, if the Board has appointed a Committee as provided in Section 3.1, the term “Board”
shall include such Committee.


 


Section 2.6 “Change of Control
Event” means, except as otherwise provided in an Award Agreement, each of the following:


 


(i) Any transaction in which shares of
voting securities of the Company representing more than 50% of the total combined voting power of all outstanding voting securities
of the Company are issued by the Company, or sold or transferred by the stockholders of the Company as a result of which those
persons and entities who beneficially owned voting securities of the Company representing more than 50% of the total combined voting
power of all outstanding voting securities of the Company immediately prior to such transaction cease to beneficially own voting
securities of the Company representing more than 50% of the total combined voting power of all outstanding voting securities of
the Company immediately after such transaction;


 




    	 	 	 



     


    

 


(ii) The merger or consolidation of the
Company with or into another entity as a result of which those persons and entities who beneficially owned voting securities of
the Company representing more than 50% of the total combined voting power of all outstanding voting securities of the Company immediately
prior to such merger or consolidation cease to beneficially own voting securities of the Company representing more than 50% of
the total combined voting power of all outstanding voting securities of the surviving corporation or resulting entity immediately
after such merger of consolidation; or


 


(iii) The sale of all or substantially
all of the Company’s assets to an entity of which those persons and entities who beneficially owned voting securities of
the Company representing more than 50% of the total combined voting power of all outstanding voting securities of the Company immediately
prior to such asset sale do not beneficially own voting securities of the purchasing entity representing more than 50% of the total
combined voting power of all outstanding voting securities of the purchasing entity immediately after such asset sale.


 


Section 2.7 “Code” means
the Internal Revenue Code of 1986, as amended. References in the Plan to any section of the Code shall be deemed to include any
amendments or successor provisions to such section and any regulations under such section.


 


Section 2.8 “Committee” means
the Committee appointed by the Board as provided in Section 3.1.


 


Section 2.9 “Common Stock” means
the common stock, par value $.00001 per share, of the Company, and after substitution, such other stock as shall be substituted
therefore as provided in Article X.


 


Section 2.10 “Consultant” means
any person or entity who is engaged by the Company, a Subsidiary or an Affiliated Entity to render consulting or advisory services.


 


Section 2.11 “Date of Grant” means
the date on which the grant of an Award is authorized by the Board or such later date as may be specified by the Board in such
authorization.


 


Section 2.12 “Disability” means,
except as otherwise provided in an Award Agreement, the Participant is unable to continue employment by reason of any medically
determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous
period of not less than 12 months. For purposes of this Plan, the determination of Disability shall be made in the sole and absolute
discretion of the Board.


 


Section 2.13 “Eligible Employee” means
any employee of the Company, a Subsidiary, or an Affiliated Entity as approved by the Board.


 


Section 2.14 “Eligible Director” means
any member of the Board who is not an employee of the Company, a Subsidiary or an Affiliated Entity.


 


Section 2.15 “Exchange Act” means
the Securities Exchange Act of 1934, as amended.


 


Section 2.16 “Fair Market Value” means
(A) during such time as the Common Stock is registered under Section 12 of the Exchange Act, the closing price of the Common Stock
as reported by an established stock exchange or automated quotation system on the day for which such value is to be determined,
or, if no sale of the Common Stock shall have been made on any such stock exchange or automated quotation system that day, on the
next preceding day on which there was a sale of such Common Stock, or (B) during any such time as the Common Stock is not listed
upon an established stock exchange or automated quotation system, the mean between dealer “bid” and “ask”
prices of the Common Stock in the over-the-counter market on the day for which such value is to be determined, as reported by the
National Association of Securities Dealers, Inc., or (C) during any such time as the Common Stock cannot be valued pursuant to
(A) or (B) above, the fair market value shall be as determined by the Board considering all relevant information including, by
example and not by limitation, the services of an independent appraiser.


 


Section 2.17 “Incentive Stock
Option” means an Option within the meaning of Section 422 of the Code.


 


Section 2.18 “Nonqualified Stock
Option” means an Option which is not an Incentive Stock Option.


 


Section 2.19 “Option” means
an Award granted under Article V of the Plan and includes both Nonqualified Stock Options and Incentive Stock Options to purchase
shares of Common Stock.


 


Section 2.20 “Participant” means
an Eligible Employee, a Consultant or an Eligible Director to whom an Award has been granted by the Board under the Plan.


 




    	 	 	 



     


    

 


Section 2.21 “Performance Bonus” means
the cash bonus which may be granted to Eligible Employees under Article IX of the Plan.


 


Section 2.22 “Performance Units” means
those monetary units that may be granted to Eligible Employees, Consultants or Eligible Directors pursuant to Article VIII hereof.


 


Section 2.23 “Plan” means
this Pareteum Corp. 2017 Long-Term Incentive Compensation Plan.


 


Section 2.24 “Restricted Stock
Award” means an Award granted to an Eligible Employee, Consultant or Eligible Director under Article VI of the Plan.


 


Section 2.25 “Retirement” means,
except as otherwise provided in an Award Agreement, the termination of an Eligible Employee’s employment with the Company,
a Subsidiary or an Affiliated Entity on or after attaining age 65.


 


Section 2.26 “SAR” means
a stock appreciation right granted to an Eligible Employee, Consultant or Eligible Director under Article VII of the Plan.


 


Section 2.27 “Subsidiary” shall
have the same meaning set forth in Section 424 of the Code.


 


Section 2.28 “Compensation Committee” means
the Compensation Committee of the Board.


 


ARTICLE III


ADMINISTRATION


 


Section 3.1 Administration. The
Board shall administer the Plan. The Board may, by resolution, appoint the Compensation Committee to administer the Plan and delegate
its powers described under this Section 3.1 and otherwise under the Plan for purposes of Awards granted to Eligible Employees and
Consultants.


 


Subject to the provisions of the Plan,
the Board shall have exclusive power to:


 


(a) Select Eligible Employees and Consultants
to participate in the Plan.


 


(b) Determine the time or times when Awards
will be made to Eligible Employees or Consultants.


 


(c) Determine the form of an Award, whether
an Incentive Stock Option, Nonqualified Stock Option, Restricted Stock Award, SAR, Performance Unit, or Performance Bonus, the
number of shares of Common Stock or Performance Units subject to the Award, the amount and all the terms, conditions (including
performance requirements), restrictions and/or limitations, if any, of an Award, including the time and conditions of exercise
or vesting, and the terms of any Award Agreement, which may include the waiver or amendment of prior terms and conditions or acceleration
or early vesting or payment of an Award under certain circumstances determined by the Board.


 


(d) Determine whether Awards will be granted
singly or in combination.


 


(e) Accelerate the vesting, exercise or
payment of an Award or the performance period of an Award.


 


(f) Determine whether and to what extent
a Performance Bonus may be deferred, either automatically or at the election of the Participant or the Board.


 


(g) Reduce the exercise price of any Option
or SAR to the then current Fair Market Value if the Fair Market Value of the Common Stock covered by such Option or SAR shall have
declined since the date such Award was granted.


 


(h) Take any and all other action it deems
necessary or advisable for the proper operation or administration of the Plan.


 


Notwithstanding the foregoing, the Board
may authorize the Company Chief Executive Officer, another executive officer, or a committee of such directors (the “Authorized
Officers”) to grant Options under the Plan, to the extent permitted by applicable law. If so authorized, the Authorized Officers
shall have the same authority as the Board under this Section 3.1 and otherwise under the Plan with respect to the grant of Options,
subject to the limitations set forth in such authorization, if any.


 




    	 	 	 



     


    

 


Section 3.2 Administration of Grants
to Eligible Directors. The Board shall have the exclusive power to select Eligible Directors to participate in the Plan
and to determine the number of Nonqualified Stock Options, Performance Units, SARs or shares of Restricted Stock awarded to Eligible
Directors selected for participation. If the Board appoints a committee to administer the Plan, it may delegate to the committee
administration of all other aspects of the Awards made to Eligible Directors.


 


Section 3.3 Board to Make Rules and
Interpret Plan. The Board in its sole discretion shall have the authority, subject to the provisions of the Plan, to establish,
adopt, or revise such rules and regulations and to make all such determinations relating to the Plan, as it may deem necessary
or advisable for the administration of the Plan. The Board’s interpretation of the Plan or any Awards and all decisions and
determinations by the Board with respect to the Plan shall be final, binding, and conclusive on all parties.


 


Section 3.4 Section 162(m). The
Company intends for the Plan and the Awards made thereunder to be exempt from the deductibility limitation in Code Section 162(m)
if it is determined by the Board that such qualification is necessary or desirable for an Award. Accordingly, the Board shall make
determinations as to performance targets and all other applicable provisions of the Plan as necessary in order for the Plan and
Awards made thereunder to satisfy the requirements of Section 162(m) of the Code. Subject to adjustment as provided in Article
X, the maximum number of shares with respect to which Options or SARs may be granted to any Participant in any one calendar year
is 6,500,000. With respect to other types of Awards intended to be exempt from the deductibility limitation in Code Section 162(m),
no Participant in any one calendar year may be granted Awards with respect to more than 6,500,000 shares of Common Stock in the
aggregate, or if such Awards are payable in cash, the fair market value equivalent thereof. If an Award is cancelled, the cancelled
Award shall continue to be counted towards the applicable limitations.


 


ARTICLE IV


GRANT OF AWARDS


 


Section 4.1 Grant of Awards. Awards
granted under this Plan shall be subject to the following conditions:


 


(a) Any shares of Common Stock related
to Awards which terminate by expiration, forfeiture, cancellation or otherwise without the issuance of shares of Common Stock or
are exchanged in the Board’s discretion for Awards not involving Common Stock, shall be available again for grant under the
Plan and shall not be counted against the shares authorized under Section 1.3.


 


(b) Common Stock delivered by the Company
in payment of an Award authorized under Articles V and VI of the Plan may be authorized and unissued Common Stock or Common Stock
held in the treasury of the Company.


 


(c) The Board shall, in its sole discretion,
determine the manner in which fractional shares arising under this Plan shall be treated.


 


(d) Separate certificates or a book-entry
registration representing Common Stock shall be delivered to a Participant upon the exercise of any Option.


 


(e) Eligible Directors may only be granted
Nonqualified Stock Options, Restricted Stock Awards, SARs or Performance Units under this Plan.


 


(f) The maximum term of any Award shall
be ten years.


 


ARTICLE V


STOCK OPTIONS


 


Section 5.1 Grant of Options. The
Board may, from time to time, subject to the provisions of the Plan and such other terms and conditions as it may determine, grant
Options to Eligible Employees. These Options may be Incentive Stock Options or Nonqualified Stock Options, or a combination of
both. The Board may, subject to the provisions of the Plan and such other terms and conditions as it may determine, grant Nonqualified
Stock Options to Eligible Directors and Consultants. Each grant of an Option shall be evidenced by an Award Agreement executed
by the Company and the Participant, and shall contain such terms and conditions and be in such form as the Board may from time
to time approve, subject to the requirements of Section 5.2.


 


Section 5.2 Conditions of Options. Each
Option so granted shall be subject to the following conditions:


 


(a) Exercise Price. Each Option shall state
the exercise price which shall be set by the Board at the Date of Grant; provided, however, no Option shall be granted at an exercise
price which is less than the Fair Market Value of the Common Stock on the Date of Grant.


 




    	 	 	 



     


    

 


(b) Form of Payment. The exercise price
of an Option may be paid (i) in cash or by check, bank draft or money order payable to the order of the Company; (ii) by delivering
shares of Common Stock having a Fair Market Value on the date of payment equal to the amount of the exercise price, but only to
the extent such exercise of an Option would not result in an adverse accounting charge to the Company for financial accounting
purposes with respect to the shares used to pay the exercise price unless otherwise determined by the Board; or (iii) a combination
of the foregoing. In addition to the foregoing, the Board may permit an Option granted under the Plan to be exercised by a broker-dealer
acting on behalf of a Participant through procedures approved by the Board.


 


(c) Exercise of Options. Options granted
under the Plan shall be exercisable, in whole or in such installments and at such times, and shall expire at such time, as shall
be provided by the Board in the Award Agreement. Exercise of an Option shall be by written notice to the Secretary of the Company
at least two business days in advance of such exercise stating the election to exercise in the form and manner determined by the
Board. Every share of Common Stock acquired through the exercise of an Option shall be deemed to be fully paid at the time of exercise
and payment of the exercise price.


 


(d) Other Terms and Conditions. Among other
conditions that may be imposed by the Board, if deemed appropriate, are those relating to (i) the period or periods and the conditions
of exercisability of any Option; (ii) the minimum periods during which Participants must be employed by the Company, its Subsidiaries,
or an Affiliated Entity, or must hold Options before they may be exercised; (iii) the minimum periods during which shares acquired
upon exercise must be held before sale or transfer shall be permitted; (iv) conditions under which such Options or shares may be
subject to forfeiture; (v) the frequency of exercise or the minimum or maximum number of shares that may be acquired at any one
time; (vi) the achievement by the Company of specified performance criteria; and (vii) non-compete and protection of business matters.


 


(e) Special Restrictions Relating to Incentive
Stock Options. Options issued in the form of Incentive Stock Options shall only be granted to Eligible Employees of the Company
or a Subsidiary, and not to Eligible Employees of an Affiliated Entity unless such entity shall be considered as a “disregarded
entity” under the Code and shall not be distinguished for federal tax purposes from the Company or the applicable Subsidiary.


 


(f) Application of Funds. The proceeds
received by the Company from the sale of Common Stock pursuant to Options will be used for general corporate purposes.


 


(g) Stockholder Rights. No Participant
shall have a right as a stockholder with respect to any share of Common Stock subject to an Option prior to the purchase of such
shares of Common Stock by exercise of the Option.


 


ARTICLE VI


RESTRICTED STOCK AWARDS


 


Section 6.1 Grant of Restricted Stock
Awards. The Board may, from time to time, subject to the provisions of the Plan and such other terms and conditions as
it may determine, grant a Restricted Stock Award to Eligible Employees, Consultants or Eligible Directors. Restricted Stock Awards
shall be awarded in such number and at such times during the term of the Plan as the Board shall determine. Each Restricted Stock
Award shall be subject to an Award Agreement setting forth the terms of such Restricted Stock Award and may be evidenced in such
manner as the Board deems appropriate, including, without limitation, a book-entry registration or issuance of a stock certificate
or certificates.


 


Section 6.2 Conditions of Restricted
Stock Awards. The grant of a Restricted Stock Award shall be subject to the following:


 


(a) Restriction Period. Restricted Stock
Awards granted to an Eligible Employee shall require the holder to remain in the employment of the Company, a Subsidiary, or an
Affiliated Entity for a prescribed period. Restricted Stock Awards granted to Consultants or Eligible Directors shall require the
holder to provide continued services to the Company for a period of time. These employment and service requirements are collectively
referred to as a “Restriction Period”. The Board or the Committee, as the case may be, shall determine the Restriction
Period or Periods which shall apply to the shares of Common Stock covered by each Restricted Stock Award or portion thereof. In
addition to any time vesting conditions determined by the Board or the Committee, as the case may be, Restricted Stock Awards may
be subject to the achievement by the Company of specified performance criteria based upon the Company’s achievement of all
or any of the operational, financial or stock performance criteria set forth on Exhibit A annexed hereto, as may from time to time
be established by the Board or the Committee, as the case may be. At the end of the Restriction Period, assuming the fulfilment
of any other specified vesting conditions, the restrictions imposed by the Board or the Committee, as the case may be shall lapse
with respect to the shares of Common Stock covered by the Restricted Stock Award or portion thereof. In addition to acceleration
of vesting upon the occurrence of a Change of Control Event as provided in Section 11.5, the Board or the Committee, as the case
may be, may, in its discretion, accelerate the vesting of a Restricted Stock Award in the case of the death, Disability or Retirement
of the Participant who is an Eligible Employee or resignation of a Participant who is a Consultant or an Eligible Director.


 




    	 	 	 



     


    

 


(b) Restrictions. The holder of a Restricted
Stock Award may not sell, transfer, pledge, exchange, hypothecate, or otherwise dispose of the shares of Common Stock represented
by the Restricted Stock Award during the applicable Restriction Period. The Board shall impose such other restrictions and conditions
on any shares of Common Stock covered by a Restricted Stock Award as it may deem advisable including, without limitation, restrictions
under applicable Federal or state securities laws, and may legend the certificates representing Restricted Stock to give appropriate
notice of such restrictions.


 


(c) Rights as Stockholders. During any
Restriction Period, the Board may, in its discretion, grant to the holder of a Restricted Stock Award all or any of the rights
of a stockholder with respect to the shares, including, but not by way of limitation, the right to vote such shares and to receive
dividends. If any dividends or other distributions are paid in shares of Common Stock, all such shares shall be subject to the
same restrictions on transferability as the shares of Restricted Stock with respect to which they were paid.


 


ARTICLE VII


STOCK APPRECIATION RIGHTS


 


Section 7.1 Grant of SARs. The
Board may from time to time, in its sole discretion, subject to the provisions of the Plan and subject to other terms and conditions
as the Board may determine, grant a SAR to any Eligible Employee, Consultant or Eligible Director. SARs may be granted in tandem
with an Option, in which event, the Participant has the right to elect to exercise either the SAR or the Option. Upon the Participant’s
election to exercise one of these Awards, the other tandem Award is automatically terminated. SARs may also be granted as an independent
Award separate from an Option. Each grant of a SAR shall be evidenced by an Award Agreement executed by the Company and the Participant
and shall contain such terms and conditions and be in such form as the Board may from time to time approve, subject to the requirements
of the Plan. The exercise price of the SAR shall not be less than the Fair Market Value of a share of Common Stock on the Date
of Grant of the SAR.


 


Section 7.2 Exercise and Payment. SARs
granted under the Plan shall be exercisable in whole or in installments and at such times as shall be provided by the Board in
the Award Agreement. Exercise of a SAR shall be by written notice to the Secretary of the Company at least two business days in
advance of such exercise. The amount payable with respect to each SAR shall be equal in value to the excess, if any, of the Fair
Market Value of a share of Common Stock on the exercise date over the exercise price of the SAR. Payment of amounts attributable
to a SAR shall be made in shares of Common Stock.


 


Section 7.3 Restrictions. In
the event a SAR is granted in tandem with an Incentive Stock Option, the Board shall subject the SAR to restrictions necessary
to ensure satisfaction of the requirements under Section 422 of the Code. In the case of a SAR granted in tandem with an Incentive
Stock Option to an Eligible Employee who owns more than 10% of the combined voting power of the Company or its Subsidiaries on
the date of such grant, the amount payable with respect to each SAR shall be equal in value to the applicable percentage of the
excess, if any, of the Fair Market Value of a share of Common Stock on the Exercise date over the exercise price of the SAR, which
exercise price shall not be less than 110% of the Fair Market Value of a share of Common Stock on the date the SAR is granted.


 


ARTICLE VIII


PERFORMANCE UNITS


 


Section 8.1 Grant of Awards. The
Board may, from time to time, subject to the provisions of the Plan and such other terms and conditions as it may determine, grant
Performance Units to Eligible Employees, Consultants and Eligible Directors. Each Award of Performance Units shall be evidenced
by an Award Agreement executed by the Company and the Participant, and shall contain such terms and conditions and be in such form
as the Board may from time to time approve, subject to the requirements of Section 8.2.


 


Section 8.2 Conditions of Awards. Each
Award of Performance Units shall be subject to the following conditions:


 


(a) Establishment of Award Terms. Each
Award shall state the target, maximum and minimum value of each Performance Unit payable upon the achievement of performance goals.


 


(b) Achievement of Performance Goals. The
Board shall establish performance targets for each Award for a period of no less than a year based upon some or all of the operational,
financial or performance criteria listed in Exhibit A attached. The Board shall also establish such other terms and conditions
as it deems appropriate to such Award. The Award may be paid out in cash or Common Stock as determined in the sole discretion of
the Board.


 




    	 	 	 



     


    

 


ARTICLE IX


PERFORMANCE BONUS


 


Section 9.1 Grant of Performance Bonus. The
Board may from time to time, subject to the provisions of the Plan and such other terms and conditions as the Board may determine,
grant a Performance Bonus to certain Eligible Employees selected for participation. The Board will determine the amount that may
be earned as a Performance Bonus in any period of one year or more upon the achievement of a performance target established by
the Board. The Board shall select the applicable performance target(s) for each period in which a Performance Bonus is awarded.
The performance target shall be based upon all or some of the operational, financial or performance criteria listed in Exhibit
A attached.


 


Section 9.2 Payment of Performance Bonus. In
order for any Participant to be entitled to payment of a Performance Bonus, the applicable performance target(s) established by
the Board must first be obtained or exceeded. Payment of a Performance Bonus shall be made within 60 days of the Board’s
certification that the performance target(s) has been achieved unless the Participant has previously elected to defer payment pursuant
to a nonqualified deferred compensation plan adopted by the Company. Payment of a Performance Bonus may be made in either cash
or Common Stock as determined in the sole discretion of the Board.


 


ARTICLE X


STOCK ADJUSTMENTS


 


In the event that the shares of Common
Stock, as constituted on the effective date of the Plan, shall be changed into or exchanged for a different number or kind of shares
of stock or other securities of the Company or of another corporation (whether by reason of merger, consolidation, recapitalization,
reclassification, stock split, spin-off, combination of shares or otherwise), or if the number of such shares of Common Stock shall
be increased through the payment of a stock dividend, or a dividend on the shares of Common Stock, or if rights or warrants to
purchase securities of the Company shall be issued to holders of all outstanding Common Stock, then there shall be substituted
for or added to each share available under and subject to the Plan, and each share theretofore appropriated under the Plan, the
number and kind of shares of stock or other securities into which each outstanding share of Common Stock shall be so changed or
for which each such share shall be exchanged or to which each such share shall be entitled, as the case may be, on a fair and equivalent
basis in accordance with the applicable provisions of Section 424 of the Code; provided, however, with respect to Options, in no
such event will such adjustment result in a modification of any Option as defined in Section 424(h) of the Code. In the event there
shall be any other change in the number or kind of the outstanding shares of Common Stock, or any stock or other securities into
which the Common Stock shall have been changed or for which it shall have been exchanged, then if the Board shall, in its sole
discretion, determine that such change equitably requires an adjustment in the shares available under and subject to the Plan,
or in any Award, theretofore granted, such adjustments shall be made in accordance with such determination, except that no adjustment
of the number of shares of Common Stock available under the Plan or to which any Award relates that would otherwise be required
shall be made unless and until such adjustment either by itself or with other adjustments not previously made would require an
increase or decrease of at least 1% in the number of shares of Common Stock available under the Plan or to which any Award relates
immediately prior to the making of such adjustment (the “Minimum Adjustment”). Any adjustment representing a change
of less than such minimum amount shall be carried forward and made as soon as such adjustment together with other adjustments required
by this Article X and not previously made would result in a Minimum Adjustment. Notwithstanding the foregoing, any adjustment required
by this Article X which otherwise would not result in a Minimum Adjustment shall be made with respect to shares of Common Stock
relating to any Award immediately prior to exercise, payment or settlement of such Award. No fractional shares of Common Stock
or units of other securities shall be issued pursuant to any such adjustment, and any fractions resulting from any such adjustment
shall be eliminated in each case by rounding downward to the nearest whole share.


 


ARTICLE XI


GENERAL


 


Section 11.1 Amendment or Termination
of Plan. The Board may alter, suspend or terminate the Plan at any time provided, however, that it may not, without stockholder
approval, adopt any amendment which would (i) increase the aggregate number of shares of Common Stock available under the Plan
(except by operation of Article X), (ii) materially modify the requirements as to eligibility for participation in the Plan, or
(iii) materially increase the benefits to Participants provided by the Plan.


 


Section 11.2 Termination of Employment;
Termination of Service. Except as otherwise provided in an Award Agreement: (i) if an Eligible Employee’s employment
with the Company, a Subsidiary or an Affiliated Entity terminates as a result of death, Disability or Retirement, the Eligible
Employee (or personal representative in the case of death) shall be entitled to purchase all or any part of the shares subject
to any (x) vested Incentive Stock Option for a period of up to three months from such date of termination (one year in the case
of death or Disability), and (y) vested Nonqualified Stock Option during the remaining term of the Option; and (ii) if an Eligible
Employee’s employment terminates for any other reason, the Eligible Employee shall be entitled to purchase all or any part
of the shares subject to any vested Option for a period of up to three months from such date of termination. In no event shall
any Option be exercisable past the term of the Option. The Board may, in its sole discretion, accelerate the vesting of unvested
Options in the event of termination of employment of any Participant.


 




    	 	 	 



     


    

 


Except as otherwise provided in an Award
Agreement: (i) in the event a Consultant ceases to provide services to the Company or an Eligible Director terminates service as
a director of the Company, the unvested portion of any Award shall be forfeited unless otherwise accelerated pursuant to the terms
of the Eligible Director’s Award Agreement or by the Board; and (ii) the Consultant or Eligible Director shall have a period
of three years following the date he ceases to provide consulting services or ceases to be a director, as applicable, to exercise
any Nonqualified Stock Options which are otherwise exercisable on his date of termination of service.


 


Section 11.3 Limited Transferability
– Options. The Board may, in its discretion, authorize all or a portion of the Nonqualified Stock Options granted
under this Plan to be on terms which permit transfer by the Participant to (i) the ex-spouse of the Participant pursuant to the
terms of a domestic relations order, (ii) the spouse, children or grandchildren of the Participant (“Immediate Family Members”),
(iii) a trust or trusts for the exclusive benefit of such Immediate Family Members, (iv) a partnership or limited liability company
in which such Immediate Family Members are the only partners or members, or (v) as otherwise determined by the Board in accordance
with applicable law. In addition, there may be no consideration for any such transfer. The Award Agreement pursuant to which such
Nonqualified Stock Options are granted expressly provide for transferability in a manner consistent with this paragraph. Subsequent
transfers of transferred Nonqualified Stock Options shall be prohibited except as set forth below in this Section 11.3. Following
transfer, any such Nonqualified Stock Options shall continue to be subject to the same terms and conditions as were applicable
immediately prior to transfer, provided that for purposes of Section 11.2 hereof the term “Participant” shall be deemed
to refer to the transferee. The events of termination of employment of Section 11.2 hereof shall continue to be applied with respect
to the original Participant, following which the Nonqualified Stock Options shall be exercisable by the transferee only to the
extent, and for the periods specified in Section 11.2 hereof. No transfer pursuant to this Section 11.3 shall be effective to bind
the Company unless the Company shall have been furnished with written notice of such transfer together with such other documents
regarding the transfer as the Board shall request. With the exception of a transfer in compliance with the foregoing provisions
of this Section 11.3, all other types of Awards authorized under this Plan shall be transferable only by will or the laws of descent
and distribution; however, no such transfer shall be effective to bind the Company unless the Board has been furnished with written
notice of such transfer and an authenticated copy of the will and/or such other evidence as the Board may deem necessary to establish
the validity of the transfer and the acceptance by the transferee of the terms and conditions of such Award.


 


Section 11.4 Withholding Taxes. Unless
otherwise paid by the Participant, the Company, its Subsidiaries or any of its Affiliated Entities shall be entitled to deduct
from any payment under the Plan, regardless of the form of such payment, the amount of all applicable income and employment taxes
required by law to be withheld with respect to such payment or may require the Participant to pay to it such tax prior to and as
a condition of the making of such payment. In accordance with any applicable administrative guidelines it establishes, the Board
may allow a Participant to pay the amount of taxes required by law to be withheld from an Award by (i) directing the Company to
withhold from any payment of the Award a number of shares of Common Stock having a Fair Market Value on the date of payment equal
to the amount of the required withholding taxes or (ii) delivering to the Company previously owned shares of Common Stock having
a Fair Market Value on the date of payment equal to the amount of the required withholding taxes. However, any payment made by
the Participant pursuant to either of the foregoing clauses (i) or (ii) shall not be permitted if it would result in an adverse
accounting charge with respect to such shares used to pay such taxes unless otherwise approved by the Board.


 


Section 11.5 Change of Control. Notwithstanding
any other provision in this Plan to the contrary, Awards granted under the Plan to any Eligible Employee, Consultant or Eligible
Director shall be immediately vested, fully earned and exercisable upon the occurrence of a Change of Control Event unless the
terms of the Award state otherwise.


 


Section 11.6 Amendments to Awards. The
Board may at any time unilaterally amend the terms of any Award Agreement, whether or not presently exercisable or vested, to the
extent it deems appropriate. However, amendments which are adverse to the Participant shall require the Participant’s consent.


 


Section 11.7 Registration; Regulatory
Approval. Following approval of the Plan by the stockholders of the Company as provided in Section 1.2 of the Plan, the
Board, in its sole discretion, may determine to file with the Securities and Exchange Commission and keep continuously effective,
a Registration Statement on Form S-8 with respect to shares of Common Stock subject to Awards hereunder. Notwithstanding anything
contained in this Plan to the contrary, the Company shall have no obligation to issue shares of Common Stock under this Plan prior
to the obtaining of any approval from, or satisfaction of any waiting period or other condition imposed by, any governmental agency
which the Board shall, in its sole discretion, determine to be necessary or advisable.


 


Section 11.8 Right to Continued Employment. Participation
in the Plan shall not give any Eligible Employee any right to remain in the employ of the Company, any Subsidiary, or any Affiliated
Entity. The Company or, in the case of employment with a Subsidiary or an Affiliated Entity, the Subsidiary or Affiliated Entity
reserves the right to terminate any Eligible Employee at any time. Further, the adoption of this Plan shall not be deemed to give
any Eligible Employee or any other individual any right to be selected as a Participant or to be granted an Award.


 




    	 	 	 



     


    

 


Section 11.9 Reliance on Reports. Each
member of the Board and each member of the Board shall be fully justified in relying or acting in good faith upon any report made
by the independent public accountants of the Company and its Subsidiaries and upon any other information furnished in connection
with the Plan by any person or persons other than himself or herself. In no event shall any person who is or shall have been a
member of the Board be liable for any determination made or other action taken or any omission to act in reliance upon any such
report or information or for any action taken, including the furnishing of information, or failure to act, if in good faith.


 


Section 11.10 Construction. Masculine
pronouns and other words of masculine gender shall refer to both men and women. The titles and headings of the sections in the
Plan are for the convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles
or headings, shall control.


 


Section 11.11 Governing Law. The
Plan shall be governed by and construed in accordance with the laws of the State of Delaware except as superseded by applicable
Federal law.


 


Section 11.12 Other Laws. The
Board may refuse to issue or transfer any shares of Common Stock or other consideration under an Award if, acting in its sole discretion,
it determines that the issuance or transfer of such shares or such other consideration might violate any applicable law or regulation
or entitle the Company to recover the same under Section 16(b) of the Exchange Act, and any payment tendered to the Company by
a Participant, other holder or beneficiary in connection with the exercise of such Award shall be promptly refunded to the relevant
Participant, holder or beneficiary.


 


Section 11.13 No Trust or Fund Created. Neither
the Plan nor an Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between
the Company and a Participant or any other person. To the extent that a Participant acquires the right to receive payments from
the Company pursuant to an Award, such right shall be no greater than the right of any general unsecured creditor of the Company.


 


Section 11.14 Conformance to Section
409A of the Code To the extent that the Committee determines that any Award granted under the Plan is subject to Section
409A of the Code, the Award Agreement evidencing such Award shall incorporate the terms and conditions required by Section 409A
of the Code. To the extent applicable, the Plan and Award Agreements shall be interpreted in accordance 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 after the Effective Date. Notwithstanding any provision of the Plan to the
contrary, in the event that the Committee determines that any Award may be subject to Section 409A of the Code and related Department
of Treasury guidance, the Committee may adopt such amendments to the Plan and the applicable Award Agreement or adopt other policies
and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Committee
determines are necessary or appropriate to (i) exempt the Award from Section 409A of the Code or (ii) comply with the requirements
of Section 409A of the Code and related Department of Treasury guidance.


 






     


     


    

  


EXHIBIT A


 


2017 Long-Term Incentive Compensation
Plan


 


Performance Criteria


 


Operational Criteria may include:


Reserve additions/replacements


Finding & development costs


Production volume


Production Costs


Acquisitions, dispositions, development and development related
activity


Financial Criteria may include:


Earnings (net income, earnings before interest, taxes, depreciation
and amortization (“EBITDA”)


 


Earnings per share:


Cash flow


Operating income


General and Administrative Expenses


Debt to equity ratio


Debt to cash flow


Debt to EBITDA


EBITDA to Interest


Return on Assets


Return on Equity


Return on Invested Capital


Profit returns/margins


Midstream margins


 


Stock Performance Criteria:


Stock price appreciation


Total stockholder return


Relative stock price performance