Exhibit 10.1


 





DIGIRAD CORPORATION


2018 Incentive Plan


Article 1



Establishment and Purpose


1.1
Establishment of the Plan. Digirad Corporation, a Delaware corporation (the “Company” or “Digirad”),
hereby establishes an incentive compensation plan (the “Plan”), as set forth in this document.


1.2
Purpose of the Plan. The purpose of the Plan is to promote the success and enhance the value of the Company by linking
the personal interests of Participants to those of the Company’s shareowners, and by providing Participants with an incentive
for outstanding performance.


1.3
Effective Date of the Plan. The Plan is effective as of the date the Plan is approved by the Company’s stockholders
(the “Effective Date”). The Plan will be deemed to be approved by the stockholders if it receives the affirmative
vote of the holders of a majority of the shares of stock of the Company present or represented and entitled to vote at a meeting
duly held in accordance with the applicable provisions of the Company’s Bylaws. The Digirad Company 2014 Equity Incentive
Plan (the “Prior Plan”) shall be frozen on the date on which this Plan is approved by the Company’s stockholders
and no new awards shall be issued under the Prior Plan. With respect to outstanding awards under the Prior Plan, the Prior Plan
shall remain in place and any awards granted under the Prior Plan shall continue to be subject to the terms of the Prior Plan and
applicable Award Agreements (as defined below) (including any such terms that are intended to survive the termination of the Prior
Plan or the settlement of such Award (as defined below)) and shall remain in effect pursuant to their terms.


1.4
Duration of the Plan. Unless sooner terminated as provided herein, the Plan shall terminate ten (10) years from the
Effective Date. After the Plan is terminated, no Awards may be granted but Awards previously granted shall remain outstanding in
accordance with their applicable terms and conditions and the Plan’s terms and conditions.


Article 2



Definitions


Whenever used in
the Plan, the following terms shall have the meanings set forth below and, when the meaning is intended, the initial letter of
the word is capitalized:


(a)
“Affiliate” has the meaning ascribed to such term in Rule 12b-2 promulgated under the General Rules and
Regulations of the Exchange Act.


(b)
“Applicable Law” means any applicable law, including without limitation: (a) provisions of the Code,
the Securities Act, the Exchange Act and any rules or regulations thereunder; (b) corporate, securities, tax or other laws, statutes,
rules, requirements or regulations, whether federal, state, local or foreign; and (c) rules of any securities exchange or automated
quotation system on which the Shares are listed, quoted or traded.


(c)
“Award”
means, individually or collectively, a grant or award under this Plan of Stock Options, Stock Appreciation Rights, Restricted
Stock (including unrestricted Stock), Restricted Stock Units, Performance Stock Units, Performance Shares, Deferred Stock Awards
or Other Stock-Based Awards, Dividend Equivalents Awards and Performance Bonus Awards, in each case subject to the terms of the
Plan.



    	 



     


    




(d)
“Award Agreement” means an agreement, certificate, resolution or other type or form of writing or other
evidence approved by the Committee which sets forth the terms and conditions of an Award. An Award Agreement may be in any electronic
medium, may be limited to a notation on the books and records of the Company and, with the approval of the Committee, need not
be signed by a representative of the Company or a Participant. In the event of any inconsistency between the Plan and an Award
Agreement, the terms of the Plan shall govern.


(e)
“Beneficial Owner” or “Beneficial Ownership” has the meaning ascribed to such term
in Rule 13d-3 promulgated under the General Rules and Regulations under the Exchange Act.


(f)
“Board”
or “Board of Directors” means the Digirad Board of Directors.


(g)
“Cause” means willful and gross misconduct on the part of a Participant that is materially and demonstrably
detrimental to the Company or any Subsidiary as determined by the Company in its sole discretion.


(h)
“Change in Control” shall be deemed to have occurred if:


(i)
any Person, other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or
a corporation owned directly or indirectly by the shareowners of the Company in substantially the same proportions as their ownership
of stock of the Company, becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifty
percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities;


(ii)
during any period of two (2) consecutive years, individuals who at the beginning of such period constitute the Board of
Directors of the Company and any new Director whose election by the Board of Directors or nomination for election by the Company’s
shareowners was approved by a vote of a majority of the Directors then still in office who either were Directors at the beginning
of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority
thereof;


(iii)
the consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation
which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either
by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of
the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after
such merger or consolidation; or


(iv)
the shareowners of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition
by the Company of all or substantially all the Company’s assets.


Notwithstanding the
foregoing, if a Change in Control constitutes a payment event with respect to any Award (or any portion of an Award) that provides
for the deferral of compensation that is subject to Section 409A of the Code, to the extent required to avoid the imposition of
additional taxes under Section 409A of the Code, the transaction or event described in subsection (a), (b), (c) or (d) with respect
to such Award (or portion thereof) shall only constitute a Change in Control for purposes of the payment timing of such Award if
such transaction also constitutes a “change in control event,” as defined in Treasury Regulation Section 1.409A-3(i)(5).


The Committee shall
have full and final authority, which shall be exercised in its sole discretion, to determine conclusively whether a Change in Control
has occurred pursuant to the above definition, the date of the occurrence of such Change in Control and any incidental matters
relating thereto; provided that any exercise of authority in conjunction with a determination of whether a Change in Control is
a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5) shall be consistent with such
regulation.



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(i)
“Code” means the Internal Revenue Code of 1986, as amended from time to time, and the Treasury Regulations
issued thereunder.


(j)
“Committee”
means the Compensation Committee of the Board, or such other committee designated by the Board to administer the Plan pursuant
to Article 3. The Committee shall consist of at least two individuals, each of whom qualifies as (a) a Non-Employee Director
and (b) an “independent director” under the listing requirements of the NASDAQ Stock Market, or any similar rule or
listing requirement that may be applicable to the Company from time to time. The members of the Committee shall be appointed from
time to time by and shall serve at the discretion of the Board. For any period during which no such committee is in existence
 “Committee” shall mean the Board and all authority and responsibility assigned to the Committee under the Plan shall
be exercised, if at all, by the Board.


(k)
“Company” has the meaning set forth in Section 1.1.


(l)
“Consultant” means any consultant or adviser who renders bona fide services to the Company or an Affiliate,
other than as an Employee or Director, and who may be offered securities registerable pursuant to a registration statement on Form
S-8 under the Securities Act.


(m)
“Deferred
Stock” means a right to receive a specified number of shares of Stock during specified time periods pursuant to Article
8.


(n)
“Director” means a member of the Board of the Company, its Affiliates and/or Subsidiaries. “Independent
Director” means a member of the Board who is not an Employee of the Company.


(o)
“Disability” means, unless otherwise determined by the Committee in the applicable Award Agreement, absence
of an Employee from work under the relevant Company or Subsidiary long term disability plan; provided, however, that to entitle
a Participant to an extended exercise period for an Incentive Stock Option, the Participant must be described in Section 22(m)(3)
of the Code. Notwithstanding the foregoing, for Awards subject to Section 409A of the Code, Disability shall mean that a Participant
is disabled under Section 409A(a)(2)(C)(i) or (ii) of the Code.


(p)
“Dividend Equivalent” means a right granted to a Participant pursuant to Article 8 to receive
the equivalent value (in cash or Stock) of dividends paid on Stock.


(q)
“Effective Date” has the meaning set forth in Section 1.3.


(r)
“Employee” means any person, including an officer or Director, employed by the Company, its Affiliates
and/or Subsidiaries; provided, that, for purposes of determining eligibility to receive Incentive Stock Options,
an Employee shall mean an employee of the Company or a parent or subsidiary corporation within the meaning of Section 424 of the
Code. Mere service as a Director or payment of a director’s fee by the Company or an Affiliate shall not be sufficient to
constitute “employment” by the Company or an Affiliate.


(s)
“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor
Act thereto.


(t)
“Exercise Price” means the price at which a Share may be purchased by a Participant pursuant to an Option,
as determined by the Committee.



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(u)
“Fair Market Value” or “FMV” means, as of any date, the value of Stock determined
as follows:


(i)
If the Stock is listed on one or more established stock exchanges or national market systems, including without limitation
The NASDAQ Global Select Market, The NASDAQ Global Market or The NASDAQ Capital Market of The NASDAQ Stock Market LLC, its Fair
Market Value shall be the closing sales price for such Stock (or the closing bid, if no sales were reported) as quoted on the principal
exchange or system on which the Stock is listed (as determined by the Committee) on the date of determination (or, if no closing
sales price or closing bid was reported on that date, as applicable, on the last immediately preceeding trading date such closing
sales price or closing bid was reported), as reported in The Wall Street Journal or such other source as the Committee deems reliable;


(ii)
If the Stock is regularly quoted on an automated quotation system (including the OTC Bulletin Board) or by a recognized
securities dealer, its Fair Market Value shall be the closing sales price for such Stock as quoted on such system or by such securities
dealer on the date of determination, but if selling prices are not reported, the Fair Market Value of a share of Stock shall be
the mean between the high bid and low asked prices for the Stock on the date of determination (or, if no such prices were reported
on that date, on the last date such prices were reported), as reported in The Wall Street Journal or such other source as the Committee
deems reliable; or


(iii) In the absence
of an established market for the Stock of the type described in (i) and (ii), above, the Fair Market Value thereof shall be determined
by the Committee in good faith using any reasonable method of valuation, which method may be set forth with greater specificity
in the Award Agreement, (and, to the extent necessary or advisable, in a manner consistent with Section 409A of the Code and Section
422 of the Code for Incentive Stock Options), which determination shall be conclusive and binding on all interested parties. Such
reasonable method may be determined by reference to (i) the placing price of the latest private placement of the Shares and the
development of the Company’s business operations and the general economic and market conditions since such latest private
placement; (ii) other third party transactions involving the Shares and the development of the Company’s business operation
and the general economic and market conditions since such sale; (iii) an independent valuation of the Shares (by a qualified valuation
expert) or (iv) such other methodologies or information as the Committee determines to be indicative of Fair Market Value and
relevant.


(v)
“Good Reason” means, unless the applicable Award Agreement states otherwise, (i) if an Employee or Consultant
is a party to an employment or service agreement with the Company or its Affiliates and such agreement provides for a definition
of “good reason,” the definition contained therein, or (ii) if no such agreement exists or if such agreement does not
define “good reason,” in connection with a Termination of Employment by a Participant within one (1) year following
a Change in Control, (1) a material adverse alteration in the Participant’s position or in the nature or status of the Participant’s
responsibilities from those in effect immediately prior to the Change in Control, or (2) any material reduction in the Participant’s
base salary rate or target annual bonus, in each case as in effect immediately prior to the Change in Control, or (3) the relocation
of the Participant’s principal place of employment to a location that is more than fifty (50) miles from the location where
the Participant was principally employed at the time of the Change in Control or materially increases the time of the Participant’s
commute as compared to the Participant’s commute at the time of the Change in Control (except for required travel on the
Company’s business to an extent substantially consistent with the Participant’s customary business travel obligations
in the ordinary course of business prior to the Change in Control).


In order to invoke
a Termination of Employment for Good Reason, a Participant must provide written notice to the Company or the Employer with respect
to which the Participant is employed or providing services of the existence of one or more of the conditions constituting Good
Reason within ninety (90) days following the Participant’s knowledge of the initial existence of such condition or conditions,
specifying in reasonable detail the conditions constituting Good Reason, and the Company shall have thirty (30) days following
receipt of such written notice (the “Cure Period”) during which it may remedy the condition. In the event that
the Company or the Employer fails to remedy the condition constituting Good Reason during the applicable Cure Period, the Participant’s
 “separation from service” (within the meaning of Section 409A of the Code) must occur, if at all, within one (1) year
following such Cure Period in order for such termination as a result of such condition to constitute a Termination of Employment
for Good Reason.



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(w)
“Incentive Stock Option” means an Option that is intended to qualify as an “incentive stock option”
within the meaning of Section 422 of the Code and that meets the requirements set out in the Plan.


(x)
“Insider” means an Employee who is, on the relevant date, an officer, director, or ten percent (10%)
beneficial owner of the Company, as those terms are defined under Section 16 of the Exchange Act.


(y)
“Non-Employee Director” means a member of the Board who qualifies as a “Non-Employee Director”
as defined in Rule 16b-3(b)(3) of the Exchange Act, or any successor definition adopted by the Board.


(z)
“Non-Qualified Stock Option” means an Option that, by its terms, does not qualify or is not intended
to qualify as an Incentive Stock Option.


(aa)
“Option” means the right to purchase Stock granted to a Participant in accordance with Article 6.
Options granted under the Plan may be Non-Qualified Stock Options, Incentive Stock Options or a combination thereof.


(ab)
“Other Stock-Based Award” means an equity-based or equity-related Award not otherwise described by the
terms of the Plan, granted pursuant to Section 9.6.


(ac)
“Participant” means an eligible person as set forth in Section 5.1 to whom an Award is granted
under the Plan.


(ad)
“Performance Goal” means any goals established by the Committee pursuant to an Award.


(ae)
“Performance Period” means one or more periods of time, which may be of varying and overlapping durations,
as the Committee may select, over which the attainment of one or more Performance Goals will be measured for the purpose of determining
a Participant’s right to, and the payment of, Performance Stock Units and Performance Shares.


(af)
“Performance Stock Unit” and “Performance Share” each mean an Award granted to an
Employee pursuant to Article 8 herein.


(ag)
“Person” has the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections
13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) thereof.


(ah)
“Plan” means this Digirad Corporation 2018 Incentive Plan, as it may be amended from time to time.


(ai)
“Prior Plan” means the Digirad Corporation 2014 Equity Incentive Award Plan, as such plan may be amended
from time to time.


(aj)
“Restricted
Stock” means Stock awarded to a Participant pursuant to Article 7 as to which the Restriction Period has not
lapsed.


(ak)
“Restricted Stock Unit” means an Award granted pursuant to Section 7.10 as to which the Restriction
Period has not lapsed.


(al)
“Restriction Period” means the period when Restricted Stock or Restricted Stock Units are subject to
a “substantial risk of forfeiture” within the meaning of Section 83 of the Code (based on the passage of time, the
achievement of performance goals, or upon the occurrence of other events as determined by the Committee, in its discretion), as
provided in Article 7.



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(am)
“Securities Act” means the Securities Act of 1933, as amended.


(an)
“Shares” or “Stock” means the shares of common stock of the Company.


(ao)
“Stock Appreciation Right” or “SAR” means a right granted pursuant to Section 8.5
to receive an amount payable in cash or Shares equal to the excess of (i) the Fair Market Value of a specified number of Shares
on the date the SAR is exercised over (ii) the Fair Market Value of such Shares on the date the SAR was granted as set forth in
the applicable Award Agreement.


(ap)
“Subsidiary” means any corporation, partnership, venture, unincorporated association or other entity
in which Digirad holds, directly or indirectly, a fifty percent (50%) or greater ownership interest, provided, however, that with
respect to an Incentive Stock Option, a Subsidiary must be a corporation. The Committee may, at its sole discretion, designate,
on such terms and conditions as the Committee shall determine, any other corporation, partnership, limited liability company, venture,
or other entity a Subsidiary for purposes of this Plan.


(aq)
“Ten Percent Owner” means a person who owns, or is deemed within the meaning of Section 422(b)(6)
of the Code to own, stock possessing more than 10% of the total combined voting power of all classes of stock of the Company (or
any parent or subsidiary corporations of the Company, as defined in Sections 424(e) and (f), respectively, of the Code). Whether
a person is a Ten Percent Owner shall be determined with respect to an Option based on the facts existing immediately prior to
the grant date of the Option.


(ar)
“Termination of Employment” or a similar reference means the event where the Employee is no longer an
Employee of the Company or of any Subsidiary, including but not limited to where the employing company ceases to be a Subsidiary.
With respect to any Participant who is not an Employee, “Termination of Employment” shall mean cessation of the performance
of services. With respect to any Award that provides “non-qualified deferred compensation” within the meaning of Section
409A of the Code, “Termination of Employment” shall mean a “separation from service” as defined under Section
409A of the Code. Military or sick leave or other bona fide leave shall not be deemed a termination of employment, provided that
it does not exceed the longer of three (3) months or the period during which the absent Participant’s reemployment rights,
if any, are guaranteed by statute or by contract.


(as)
“Treasury Regulation” or “Treas. Reg.” means any regulation promulgated under the
Code, as such regulation may be amended from to time.


Article 3



Administration


3.1
The Committee. The Plan shall be administered by the Committee. Reference to the Committee shall refer to the Board
if the Compensation Committee ceases to exist and the Board does not appoint a successor Committee.



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3.2
Authority
of the Committee. The Committee shall have complete control over the administration of the Plan and shall have the authority
in its sole discretion to (a) exercise all of the powers granted to it under the Plan, (b) construe, interpret and implement the
Plan, grant terms and grant notices, and all Award Agreements, (c) prescribe, amend and rescind rules and regulations relating
to the Plan, including rules governing its own operations, (d) make all determinations necessary or advisable in administering
the Plan, (e) correct any defect, supply any omission and reconcile any inconsistency in the Plan, (f) amend the Plan to reflect
changes in applicable law (whether or not the rights of the holder of any Award are adversely affected, unless otherwise provided
by the Committee), (g) grant Awards and determine who shall receive Awards, when such Awards shall be granted and the terms and
conditions of such Awards, including, but not limited to, conditioning the exercise, vesting, payout or other term of condition
of an Award on the achievement of Performance Goals, (h) unless otherwise provided by the Committee, amend any outstanding Award
in any respect, not materially adverse to the Participant, including, without limitation, to (1) accelerate the time or times
at which the Award becomes vested, unrestricted or may be exercised (and, in connection with such acceleration, the Committee
may provide that any Shares acquired pursuant to such Award shall be Restricted Shares, which are subject to vesting, transfer,
forfeiture or repayment provisions similar to those in the Participant’s underlying Award), (2) accelerate the time or times
at which shares of Stock are delivered under the Award (and, without limitation on the Committee’s rights, in connection
with such acceleration, the Committee may provide that any shares of Stock delivered pursuant to such Award shall be Restricted
Shares, which are subject to vesting, transfer, forfeiture or repayment provisions similar to those in the Participant’s
underlying Award), or (3) waive or amend any goals, restrictions or conditions applicable to such Award, or impose new goals,
restrictions and (i) determine at any time whether, to what extent and under what circumstances and method or methods (1) Awards
may be (A) settled in cash, shares of Stock, other securities, other Awards or other property (in which event, the Committee may
specify what other effects such settlement will have on the Participant’s Award), (B) exercised or (C) canceled, forfeited
or suspended, (2) Shares, other securities, cash, other Awards or other property and other amounts payable with respect to an
Award may be deferred either automatically or at the election of the Participant or of the Committee, or (3) Awards may be settled
by the Company or any of its Subsidiaries or any of its or their designees.


No Award may be
made under the Plan after the tenth (10th) anniversary of the Effective Date.


3.3
Committee Decisions Final. The act or determination of a majority of the Committee shall be the act or determination
of the Committee and any decision reduced to writing and signed by all of the members of the Committee shall be fully effective
as if it had been made by a majority at a meeting duly held. The Committee may employ attorneys, consultants, accountants, agents,
and other persons, any of whom may be an Employee, and the Committee, the Company, and its officers and Directors shall be entitled
to rely upon the advice, opinions, or valuations of any such persons. All actions taken and all interpretations and determinations
made by the Committee pursuant to the provisions of the Plan and all related orders or resolutions shall be final and binding upon
the Participants, the Company, and all other interested persons, including but not limited to the Company, its stockholders, Employees,
Participants, and their estates and beneficiaries.


3.4
Delegation of Authority. The Board or Committee may from time to time delegate to a committee of one or more members
of the Board or one or more officers of the Company the authority to grant or amend Awards or to take other administrative actions
pursuant to this Article 3; provided, however, that in no event shall an officer of the Company be delegated the authority
to grant Awards to, or amend Awards held by, the following individuals: (a) individuals who are subject to Section 16 of the Exchange
Act, or (b) officers of the Company (or Directors) to whom authority to grant or amend Awards has been delegated hereunder; provided,
further, that any delegation of administrative authority shall only be permitted to the extent it is permissible under the Company’s
Certificate of Incorporation, Bylaws and Applicable Law. Any delegation hereunder shall be subject to the restrictions and limits
that the Board or Committee specifies at the time of such delegation or that are otherwise included in the applicable Organizational
Documents, and the Board or Committee, as applicable, may at any time rescind the authority so delegated or appoint a new delegatee.
At all times, the delegatee appointed under this Section 3.4 shall serve in such capacity at the pleasure of the Board or
the Committee, as applicable, and the Board or the Committee may abolish any committee at any time and re-vest in itself any previously
delegated authority



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3.5
Indemnification. To the extent allowable pursuant to applicable law, each member of the Committee or of the Board
shall be indemnified and held harmless by the Company from any loss, cost, liability, or expense that may be imposed upon or reasonably
incurred by such member in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a
party or in which he or she may be involved by reason of any action or failure to act pursuant to the Plan and against and from
any and all amounts paid by him or her in satisfaction of judgment in such action, suit, or proceeding against him or her; provided
he or she gives the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle
and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification
to which such persons may be entitled pursuant to the Company’s Certificate of Incorporation or Bylaws, as a matter of law,
or otherwise, or any power that the Company may have to indemnify them or hold them harmless.


Article 4



Shares Subject to the Plan


4.1
Number of
Shares. Subject to adjustment as provided in Sections 4.2 and 4.3, the aggregate number of Shares of Stock which
may be issued or transferred pursuant to Awards under the Plan shall be the sum of: (i) 1,500,000 shares, plus (ii) the number
of shares of common stock of the Company which remain available for grants of options or other awards under the Prior Plan as
of the Effective Date, plus (iii) the number of Shares that, after the Effective Date, would again become available for issuance
pursuant to the reserved share replenishment provisions of the Prior Plan as a result of, stock options issued thereunder expiring
or becoming unexercisable for any reason before being exercised in full, or, as a result of restricted stock being forfeited to
the Company or repurchased by the Company pursuant to the terms of the agreements governing such shares. The share replenishment
provision of the immediately preceding clause (iii) shall be effective regardless of whether the Prior Plan has terminated or
remains in effect. Notwithstanding the foregoing, in order that the applicable regulations under the Code relating to Incentive
Stock Options be satisfied, the maximum number of shares of Stock that may be delivered upon exercise of Incentive Stock Options
shall be 1,000,000, as adjusted under Sections 4.2 and 4.3. Shares of Stock issued pursuant to the Plan may be either
authorized but unissued Shares or Shares held by the Company in its treasury.


4.2
Share Accounting. Without limiting the discretion of the Committee under this section, the following rules will apply
for purposes of the determination of the number of Shares available for grant under the Plan or compliance with the foregoing limits:


(a)
If an outstanding Award for any reason expires or is terminated or canceled without having been exercised or settled in
full, or if Shares acquired pursuant to an Award subject to forfeiture are forfeited under the terms of the Plan or the relevant
Award, the Shares allocable to the terminated portion of such Award or such forfeited Shares shall again be available for issuance
under the Plan.


(b)
Shares shall not be deemed to have been issued pursuant to the Plan with respect to any portion of an Award that is settled
in cash, other than an Option.


(c)
If the exercise price of an Option is paid by tender to the Company, or attestation to the ownership, of Shares owned by
the Participant, or an Option is settled without the payment of the exercise price, or the payment of taxes with respect to any
Award is settled by a net exercise, the number of shares available for issuance under the Plan shall be reduced by the gross number
of shares for which the Option is exercised or other Awards that have vested.



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4.3
Adjustments in Authorized Plan Shares and Outstanding Awards. In the event of any merger, reorganization, consolidation,
recapitalization, separation, split-up, liquidation, Share combination, Stock split, Stock dividend, an extraordinary cash distribution
on Stock, a corporate separation or other reorganization or liquidation or other change in the corporate or capital structure of
the Company affecting the Shares, an adjustment shall be made in a manner consistent with Sections 422 and 424(h)(3) of the Code
for Incentive Stock Options and in a manner consistent with Section 409A of the Code for Non-Qualified Stock Options and in the
number and class of and/or price of Shares subject to outstanding Awards granted under the Plan, and/or the number of outstanding
Options, Shares of Restricted Stock, and Performance Shares (and Restricted Stock Units, Performance Stock Units and other Awards
whose value is based on a number of Shares) constituting outstanding Awards, as may be determined to be appropriate and equitable
by the Committee, in its sole discretion, to prevent dilution or enlargement of rights. The Committee may make adjustments in the
terms and conditions of, and the criteria included in Awards in recognition of unusual or nonrecurring events (including, without
limitation, the events described in this Section) affecting the Company or the financial statements of the Company or of changes
in applicable laws, regulations, or accounting principles, whenever the Committee determines that such adjustments are appropriate
in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan.
Adjustments under this Section 4.3 shall be consistent with Section 409A of the Code and adjustments pursuant to determination
of the Committee shall be conclusive and binding on all Participants under the Plan.


4.4
Limitation on Number of Shares Granted to Independent Directors. Notwithstanding any provision in the Plan to the
contrary, the sum of the grant date fair value of equity-based Awards and the amount of any cash-based Awards granted to an Independent
Director during any calendar year shall not exceed five hundred thousand dollars ($500,000).


Article 5



Eligibility and Participation


5.1
Eligibility. Individuals eligible to participate in the Plan include all Employees, Directors, Non-Employee Directors,
and all Consultants and advisors to the Company, its Affiliates and/or Subsidiaries, as determined by the Committee.


5.2
Actual Participation.
Subject to the provisions of the Plan, the Committee may, from time to time, select from all eligible individuals, those to whom
Awards shall be granted and shall determine, in its sole discretion, the nature of, any and all terms permissible by law, and
the amount of each Award. In making this determination, the Committee may consider any factors it deems relevant, including without
limitation, the office or position held by a Participant or the Participant’s relationship to the Company, the Participant’s
degree of responsibility for and contribution to the growth and success of the Company or any Subsidiary or Affiliate, the Participant’s
length of service, promotions and potential.


5.3
Foreign Participants. In order to assure the viability of Awards granted to Participants employed in foreign countries,
the Committee may provide for such special terms as it may consider necessary or appropriate to accommodate differences in local
law, tax policy, or custom. Moreover, the Committee may approve such supplements to, or amendments, restatements, or alternative
versions of, the Plan as it may consider necessary or appropriate for such purposes without thereby affecting the terms of the
Plan as in effect for any other purpose; provided, however, that no such supplements, amendments, restatements, or alternative
versions shall increase the share limitations contained in Section 4.1 of the Plan.



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Article 6



Options


6.1
Grant of Options. Subject to the terms and provisions of the Plan, Options may be granted to Participants in such
number, and upon such terms and conditions, and at any time and from time to time as shall be determined by the Committee, in its
sole discretion; provided, however, that (i) no Award of an Incentive Stock Option may be made pursuant to this Plan after the
tenth (10th) anniversary of the Effective Date, and (ii) Incentive Stock Options may be granted only to eligible Employees of the
Company or of any parent or subsidiary corporation (as permitted under Sections 422 and 424 of the Code). If an Option is intended
to be an Incentive Stock Option, and if, for any reason, such Option (or any portion thereof) shall not qualify as an Incentive
Stock Option, then, to the extent of such nonqualification, such Option (or portion thereof) shall be regarded as a Non-Qualified
Stock Option appropriately granted under the Plan; provided that such Option (or portion thereof) otherwise complies with the Plan’s
requirements relating to Non-Qualified Stock Options. In addition, the Committee may, from time to time, provide for the payment
of Dividend Equivalents on Options, prospectively and/or retroactively, on such terms and conditions as the Committee may require.
The Committee shall have discretion in determining the number of Shares subject to Options granted to each Employee, subject to
the limitations set forth in Article 4.


6.2
Award Agreement. Each Option grant shall be evidenced by an Award Agreement that shall specify the terms and conditions
of the Option, including the Exercise Price, the maximum duration of the Option, the number of Shares to which the Option pertains,
the conditions upon which an Option shall become vested and exercisable, and such other provisions as the Committee shall determine
which are not inconsistent with the terms of the Plan. The Award Agreement also shall specify whether the Option is intended to
be an Incentive Stock Option or a Non-Qualified Stock Option.


6.3
Exercise Price. Unless a greater Exercise Price is determined by the Committee, the Exercise Price for each Option
awarded under this Plan shall be equal to one hundred percent (100%) of the Fair Market Value of a Share on the date the Option
is granted. In the case of an Incentive Stock Option granted to a Ten Percent Owner, such Incentive Stock Option shall be granted
at a price that is not less than one hundred and ten percent (110%) of Fair Market Value on the date of grant.


6.4
Duration of Options. Each Option shall expire at such time as the Committee shall determine at the time of grant
(which duration may be extended by the Committee); provided, however, that no Option shall be exercisable later than
the tenth (10th) anniversary date of its grant or on or after the fifth (5th) anniversary of its grant date
if the Participant is a Ten Percent Owner. In the event the Committee does not specify the expiration date of an Option, then such
Option will expire on the tenth (10th) anniversary date of its grant or on or after the fifth (5th) anniversary
of its grant date if the Participant is a Ten Percent Owner, except as otherwise provided herein.


In the case of an
Incentive Stock Option, such Incentive Stock Option may not be exercised to any extent by anyone after the first to occur of the
following events:


(a)
The expiration date of the Incentive Stock Option.


(b)
One (1) year after the date of the Participant’s Termination of Employment on account of Disability or death. Upon
the Participant’s Disability or death, any Incentive Stock Options exercisable at the Participant’s Disability or death
may be exercised by the Participant’s legal representative or representatives, by the person or persons entitled to do so
pursuant to the Participant’s last will and testament, or, if the Participant fails to make testamentary disposition of such
Incentive Stock Option or dies intestate, by the person or persons entitled to receive the Incentive Stock Option pursuant to the
applicable laws of descent and distribution.



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(c)
Three (3) months
after the date of the Participant’s Termination of Employment without Cause other than Disability or death. Whether a Participant
continues to be an employee shall be determined in accordance with Treas. Reg. Section 1.421-1(h)(2).


6.5
Vesting of Options. A grant of Options shall vest at such times and under such terms and conditions as determined
by the Committee including, without limitation, suspension of a Participant’s vesting during all or a portion of a Participant’s
leave of absence. The Committee shall have the right to accelerate the vesting of any Option; however, the Chairman of the Board,
or his successors, or such other persons designated by the Committee, shall have the authority to accelerate the vesting of Options
for any Participant who is not an Insider.


6.6
Exercise of Options. Options granted under the Plan shall be exercisable at such times and be subject to such restrictions
and conditions as the Committee shall in each instance approve, which need not be the same for each grant or for each Participant;
provided, however, that during a Participant’s lifetime, an Incentive Stock Option may be exercised only by the Participant.
Exercises of Options may be effected only on days and during the hours NASDAQ is open for regular trading. The Company may change
or limit the times or days Options may be exercised. If an Option expires on a day or at a time when exercises are not permitted,
then the Options may be exercised no later than the immediately preceding date and time that the Options were exercisable.


An Option shall
be exercised by providing notice to the designated agent selected by the Company (if no such agent has been designated, then to
the Company), in the manner and form determined by the Company, which notice shall be irrevocable, setting forth the exact number
of Shares with respect to which the Option is being exercised and including with such notice payment of the Exercise Price, as
applicable. When an Option has been transferred, the Company or its designated agent may require appropriate documentation that
the person or persons exercising the Option, if other than the Participant, has the right to exercise the Option. No Option may
be exercised with respect to a fraction of a Share.


Additionally, the
Participant shall give the Company prompt notice of any disposition of shares of Stock acquired by exercise of an Incentive Stock
Option within (i) two (2) years from the date of grant of such Incentive Stock Option or (ii) one (1) year after the transfer of
such shares of Stock to the Participant.


6.7
ISO Individual Dollar Limitation. The aggregate Fair Market Value (determined as of the time the Option is granted)
of all shares of Stock with respect to which Incentive Stock Options are first exercisable by a Participant in any calendar year
may not exceed one hundred thousand dollars ($100,000.00) or such other limitation as imposed by Section 422(d) of the Code. To
the extent that Incentive Stock Options are first exercisable by a Participant in excess of such limitation, the excess shall be
considered Non-Qualified Stock Options.


6.8
Payment. Unless otherwise determined by the Committee, the Exercise Price shall be paid in full at the time of exercise.
No Shares shall be issued or transferred until full payment has been received or the next business day thereafter, as determined
by the Company.


The Committee may,
from time to time, determine or modify the method or methods of exercising Options or the manner in which the Exercise Price is
to be paid. Unless otherwise provided by the Committee in full or in part, to the extent permitted by Applicable Law, payment may
be made by any of the following:


(a)
cash or certified or bank check;


(b)
delivery of Shares owned by the Participant duly endorsed for transfer to the Company, with a Fair Market Value of such
Shares delivered on the date of delivery equal to the Exercise Price (or portion thereof) due for the number of Shares being acquired;



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(c)
if the Company has designated a stockbroker to act as the Company’s agent to process Option exercises, an Option may
be exercised by issuing an exercise notice together with instructions to such stockbroker irrevocably instructing the stockbroker:
(i) to immediately sell (which shall include an exercise notice that becomes effective upon execution of a sale order) a sufficient
portion of the Shares to be received from the Option exercise to pay the Exercise Price of the Options being exercised and the
required tax withholding, and (ii) to deliver on the settlement date the portion of the proceeds of the sale equal to the Exercise
Price and tax withholding to the Company. In the event the stockbroker sells any Shares on behalf of a Participant, the stockbroker
shall be acting solely as the agent of the Participant, and the Company disclaims any responsibility for the actions of the stockbroker
in making any such sales. However, if the Participant is an Insider, then the instruction to the stock broker to sell in the preceding
sentence is intended to comply with the requirements of Rule 10b5-1(c)(1)(i)(B) of the Exchange Act to the extent permitted by
law. No Shares shall be issued until the settlement date and until the proceeds (equal to the Exercise Price and tax withholding)
are paid to the Company;


(d)
at any time,
the Committee may, in addition to or in lieu of the foregoing, provide that an Option may be “stock settled,” which
shall mean upon exercise of an Option, the Company may fully satisfy its obligation under the Option by delivering that number
of shares of Stock found by taking the difference between (i) the Fair Market Value of the Stock on the exercise date, multiplied
by the number of Options being exercised and (ii) the total Exercise Price of the Options being exercised, and dividing such difference
by the Fair Market Value of the Stock on the exercise date; or


(e)
any combination of the foregoing methods.


Restricted Stock
may not be used to pay the Exercise Price.


Notwithstanding
any other provision of the Plan to the contrary, no Participant who is a Director or an “Executive Officer” of the
Company shall be permitted to pay the Exercise Price of an Option in any method which would violate Section 13(h) of the Exchange
Act.


6.9
Termination of Employment. Unless otherwise provided by the Committee, the following limitations on the exercise
of Options shall apply upon Termination of Employment:


(a)
Termination by Death or Disability. In the event of the Participant’s Termination of Employment by reason of
death or Disability, all outstanding Options granted to that Participant shall immediately vest as of the date of Termination of
Employment and may be exercised, if at all, no more than five (5) years from the date of the Termination of Employment, unless
the Options, by their terms, expire earlier.


(b)
Termination for Cause. In the event of the Participant’s Termination of Employment by the Company for Cause,
all outstanding Options held by the Participant shall immediately be forfeited to the Company and no additional exercise period
shall be allowed, regardless of the vested status of the Options.


(c)
Other Termination of Employment. In the event of the Participant’s Termination of Employment for any reason
other than the reasons set forth in (a) or (b), above:


(i)
All outstanding Options which are vested as of the effective date of Termination of Employment may be exercised, if at all,
no more than five (5) years from the date of Termination of Employment if the Participant is eligible to retire, or three (3) months
from the date of the Termination of Employment if the Participant is not eligible to retire, as the case may be, unless in either
case the Options, by their terms, expire earlier; and


(ii)
In the event of the death of the Participant after Termination of Employment, this paragraph (c) shall still apply and not
paragraph (a), above.



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(iii)
Except as provided in Section 6.9(a) and Section 11.2, all Options held by the Participant which are not vested
on or before the effective date of Termination of Employment shall immediately be forfeited to the Company (and the Shares subject
to such forfeited Options shall once again become available for issuance under the Plan).


(d)
Other Terms and Conditions. Notwithstanding the foregoing, the Committee may, in its sole discretion, establish different,
or waive, terms and conditions pertaining to the effect of Termination of Employment on Options, whether or not the Options are
outstanding, but no such modification shall shorten the terms of Options issued prior to such modification or otherwise be materially
adverse to the Participant.


6.10
Restrictions on Exercise and Transfer of Options. Unless otherwise provided by the Committee:


(a)
During the Participant’s lifetime, the Participant’s Options shall be exercisable only by the Participant or
by the Participant’s guardian or legal representative. After the death of the Participant, except as otherwise provided by
Article 9, an Option shall only be exercised by the holder thereof (including, but not limited to, an executor or administrator
of a decedent’s estate) or his or her guardian or legal representative.


(b)
No Option shall
be transferable except: (i) in the case of the Participant, only upon the Participant’s death and in accordance with Article
9; and (ii) in the case of any holder after the Participant’s death, only by will or by the laws of descent and distribution;
and (iii) pursuant to a domestic relations order.


Article 7



Restricted Stock


7.1
Grant of Restricted Stock. Subject to the terms and provisions of the Plan, the Committee, at any time and from time
to time, may grant Shares of Restricted Stock to eligible Employees in such amounts and upon such terms and conditions as the Committee
shall determine. In addition to any other terms and conditions imposed by the Committee, vesting of Restricted Stock may be conditioned
upon the achievement of Performance Goals.


7.2
Restricted Stock Agreement. The Committee may require, as a condition to receiving a Restricted Stock Award, that
the Participant enter into a Restricted Stock Award Agreement, setting forth the terms and conditions of the Award. In lieu of
a Restricted Stock Award Agreement, the Committee may provide the terms and conditions of an Award in a notice to the Participant
of the Award, on the Stock certificate representing the Restricted Stock, in the resolution approving the Award, or in such other
manner as it deems appropriate. If certificates representing the Restricted Stock are registered in the name of the Participant,
any certificates so issued shall be printed with an appropriate legend referring to the terms, conditions, and restrictions applicable
to such Award as determined or authorized in the sole discretion of the Committee. Shares recorded in book-entry form shall be
recorded with a notation referring to the terms, conditions, and restrictions applicable to such Award as determined or authorized
in the sole discretion of the Committee. The Committee may require that the stock certificates or book-entry registrations evidencing
Shares of Restricted Stock be held in custody by a designated escrow agent (which may but need not be the Company) until the restrictions
thereon shall have lapsed, and that the Participant deliver a stock power, endorsed in blank, relating to the Stock covered by
such Award.


7.3
Transferability. Except as otherwise provided in this Article 7, and subject to any additional terms in the
grant thereof, Shares of Restricted Stock granted herein may not be sold, transferred, pledged, assigned, or otherwise alienated
or hypothecated until fully vested.



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7.4
Restrictions. The Restricted Stock shall be subject to such vesting terms, including the achievement of Performance
Goals, as may be determined by the Committee. Unless otherwise provided by the Committee, to the extent Restricted Stock is subject
to any condition to vesting, if such condition or conditions are not satisfied by the time the period for achieving such condition
has expired, such Restricted Stock shall be forfeited. The Committee may impose such other conditions and/or restrictions on any
Shares of Restricted Stock granted pursuant to the Plan as it may deem advisable including but not limited to a requirement that
Participants pay a stipulated purchase price for each Share of Restricted Stock and/or restrictions under Applicable Law. The Committee
may also grant Restricted Stock without any terms or conditions in the form of vested Stock Awards.


7.5
Removal of Restrictions. Except as otherwise provided in this Article 7 or otherwise provided in the grant
thereof, Shares of Restricted Stock covered by each Restricted Stock grant made under the Plan shall become freely transferable
by the Participant after completion of all conditions to vesting, if any. However, the Committee, in its sole discretion, shall
have the right to immediately vest the shares and waive all or part of the restrictions and conditions with regard to all or part
of the Shares held by any Participant at any time.


7.6
Voting Rights,
Dividends and Other Distributions. Participants holding Shares of Restricted Stock granted hereunder may exercise full voting
rights and, unless otherwise provided in an Award Agreement, shall receive all dividends and distributions paid with respect to
such Shares. The Committee may require that dividends and other distributions, other than regular cash dividends, paid to Participants
with respect to Shares of Restricted Stock be subject to the same restrictions and conditions as the Shares of Restricted Stock
with respect to which they were paid. If any such dividends or distributions are paid in Shares, the Shares shall automatically
be subject to the same restrictions and conditions as the Shares of Restricted Stock with respect to which they were paid. In
addition, with respect to a Share of Restricted Stock, dividends shall only be paid out to the extent that the Share of Restricted
Stock vests. Any cash dividends and stock dividends with respect to the Restricted Stock shall be withheld by the Company for
the Participant’s account, and interest may be credited on the amount of the cash dividends withheld at a rate and subject
to such terms as determined by the Committee. The cash dividends or stock dividends so withheld by the Committee and attributable
to any particular share of Restricted Stock (and earnings thereon, if applicable) shall be distributed to the Participant in cash
or, at the discretion of the Committee, in shares of Common Stock having a Fair Market Value equal to the amount of such dividends,
if applicable, upon the release of restrictions on such share and, if such share is forfeited, the Participant shall have no right
to such dividends.


7.7
Termination of Employment Due to Death or Disability. In the event of the Participant’s Termination of Employment
by reason of death or Disability, unless otherwise determined by the Committee, all restrictions imposed on outstanding Shares
of Restricted Stock held by the Participant shall immediately lapse and the Restricted Stock shall immediately become fully vested
as of the date of Termination of Employment.


7.8 Termination
of Employment for Other Reasons. Unless otherwise provided by the Committee, in the event of the Participant’s Termination
of Employment for any reason other than those specifically set forth in Section 7.7 herein, subject to Section 11.2,
all Shares of Restricted Stock held by the Participant which are not vested as of the effective date of Termination of Employment
shall immediately be forfeited and returned to the Company.


7.9
Section 83(b) Election. The Committee may provide in an Award Agreement that the Award of Restricted Stock is conditioned
upon the Participant making or refraining from making an election with respect to the Award under Section 83(b) of the Code. If
a Participant makes an election pursuant to Section 83(b) of the Code concerning a Restricted Stock Award, the Participant shall
be required to file promptly a copy of such election with the Company.



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7.10
Restricted Stock Units. In lieu of or in addition to Restricted Stock, the Committee may grant Restricted Stock Units
under such terms and conditions as shall be determined by the Committee in accordance with Section 3.2. Restricted Stock
Units shall be subject to the same terms and conditions under this Plan as Restricted Stock except as otherwise provided in this
Plan or as otherwise provided by the Committee. Except as otherwise provided by the Committee, the award shall be settled and paid
out promptly upon vesting (to the extent permitted by Section 409A of the Code), and the Participant holding such Restricted Stock
Units shall receive, as determined by the Committee, Shares (or cash equal to the Fair Market Value of the number of Shares as
of the date the Award becomes payable) equal to the number of such Restricted Stock Units. Restricted Stock Units shall not be
transferable, shall have no voting rights, and, unless otherwise determined by the Committee, shall not receive dividends or Dividend
Equivalents (which in any event shall only be paid out to the extent that the Restricted Stock Units vest). Upon a Participant’s
Termination of Employment due to death or Disability, the Committee will determine whether there should be any acceleration of
vesting.


Article 8



Other Types of Awards


8.1
Performance Share Awards. Any Participant selected by the Committee may be granted one or more Performance Share
awards which shall be denominated in a number of shares of Stock and which may be linked to any one or more of the Performance
Goals or other specific performance criteria determined appropriate by the Committee, in each case on a specified date or dates
or over any period or periods determined by the Committee. In making such determinations, the Committee shall consider (among such
other factors as it deems relevant in light of the specific type of award) the contributions, responsibilities and other compensation
of the particular Participant.


8.2
Performance Stock Units. Any Participant selected by the Committee may be granted one or more Performance Stock Unit
awards which shall be denominated in units of value including dollar value of shares of Stock and which may be linked to any one
or more of the Performance Goals or other specific performance criteria determined appropriate by the Committee, in each case on
a specified date or dates or over any period or periods determined by the Committee. In making such determinations, the Committee
shall consider (among such other factors as it deems relevant in light of the specific type of award) the contributions, responsibilities
and other compensation of the particular Participant.


8.3
Dividend Equivalents. Any Participant selected by the Committee may be granted Dividend Equivalents based on the
dividends declared on the shares of Stock that are subject to any Award, to be credited as of dividend payment dates, during the
period between the date the Award is granted and the date the Award is exercised, vests or expires, as determined by the Committee.
Such Dividend Equivalents shall be converted to cash or additional shares of Stock by such formula and at such time and subject
to such limitations as may be determined by the Committee, in a matter consistent with the rules of Section 409A of the Code. Dividend
Equivalents granted with respect to Options or SARs shall be payable, with respect to pre-exercise periods, regardless of whether
such Option or SAR is subsequently exercised. Notwithstanding the foregoing, Dividend Equivalents granted by the Committee hereunder
shall only be paid out to the extent that the Award vests.


8.4
Deferred Stock. Any Participant selected by the Committee may be granted an award of Deferred Stock in the manner
determined from time to time by the Committee. The number of shares of Deferred Stock shall be determined by the Committee and
may be linked to the Performance Criteria or other specific performance criteria determined to be appropriate by the Committee,
in each case on a specified date or dates or over any period or periods determined by the Committee. Stock underlying a Deferred
Stock Award will not be issued until the Deferred Stock Award has vested, pursuant to a vesting schedule or performance criteria
set by the Committee. Unless otherwise provided by the Committee, a Participant awarded Deferred Stock shall have no rights as
a Company stockholder with respect to such Deferred Stock until such time as the Deferred Stock Award has vested and the Stock
underlying the Deferred Stock Award has been issued.



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8.5
Stock Appreciation Rights. Any Participant selected by the Committee may be granted one or more SARs. SARs may be
granted alone or in tandem with Options. Each SAR shall be evidenced by an Award Agreement that shall specify the exercise price,
the term of the SAR, and such other provisions as the Committee shall determine. With respect to SARs granted in tandem with Options,
the exercise of either such Options or such SARs shall result in the simultaneous cancellation of the same number of tandem SARs
or Options, as the case may be. The exercise price per share of Stock covered by a SAR granted pursuant to the Plan shall be equal
to or greater than Fair Market Value on the date the SAR was granted. The term of each SAR shall be determined by the Committee
in its sole discretion, but in no event shall the term exceed ten (10) years from the date of grant. SARs may be settled in the
form of cash, shares of Stock or a combination of cash and shares of Stock, as determined by the Committee. Except as the Committee
may deem inappropriate or inapplicable in the circumstances, SARs shall be subject to terms and conditions substantially similar
to those applicable to a Non-Qualified Options.


8.6
Other Stock-Based Awards. Any Participant selected by the Committee may be granted one or more Awards that provide
Participants with shares of Stock or the right to purchase shares of Stock or that have a value derived from the value of, or an
exercise or conversion privilege at a price related to, or that are otherwise payable in shares of Stock and which may be linked
to any one or more of the Performance Goals or other specific performance criteria determined appropriate by the Committee, in
each case on a specified date or dates or over any period or periods determined by the Committee. In making such determinations,
the Committee shall consider (among such other factors as it deems relevant in light of the specific type of Award) the contributions,
responsibilities and other compensation of the particular Participant.


8.7
Performance Bonus Awards. Any Participant selected by the Committee may be granted one or more Awards in the form
of a cash bonus (a “Performance Bonus Award”) payable upon the attainment of Performance Goals that are established
by the Committee, in each case on a specified date or dates or over any period or periods determined by the Committee.


8.8
Term. Except as otherwise provided herein, the term of any Award of Performance Shares, Performance Stock Units,
Dividend Equivalents, Deferred Stock, Stock Appreciation Right, Other Stock-Based Award and Performance Bonus Award shall be set
by the Committee in its discretion.


8.9
Exercise or Purchase Price. The Committee may establish the exercise or purchase price, if any, of any Award of Performance
Shares, Performance Stock Units, Deferred Stock, Stock Appreciation Rights, Other Stock-Based Award and Performance Bonus Award;
provided, however, that such price shall not be less than the par value of a share of Stock on the date of grant, unless otherwise
permitted by Applicable Law.


8.10
Exercise Upon Termination of Employment or Service. An Award of Performance Shares, Performance Stock Units, Deferred
Stock, Stock Appreciation Rights, Other Stock-Based Award and Performance Bonus Award shall only be exercisable or payable while
the Participant is an Employee, Consultant or a member of the Board, as applicable; provided, however, that the Committee in its
sole and absolute discretion may provide that an Award of Performance Shares, Performance Stock Units, Deferred Stock, Stock Appreciation
Rights, Other Stock-Based Award and Performance Bonus Award may be exercised or paid subsequent to a Termination of Employment
without Cause. In the event of the Termination of Employment of a Participant by the Company for Cause, all Awards under this Article
8 shall be forfeited by the Participant to the Company.


8.11
Form of Payment. Payments with respect to any Awards granted under this Article 8 shall be made in cash, in
Stock or a combination of both, as determined by the Committee.


8.12
Award Agreement. All Awards under this Article 8 shall be subject to such additional terms and conditions
as determined by the Committee and shall be evidenced by a written Award Agreement.



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8.13
Nontransferability.
Unless otherwise provided by the Committee, all Awards under this Article 8 may not be sold, transferred, pledged, assigned,
or otherwise alienated or hypothecated, other than in accordance with Article 9 or pursuant to a domestic relations order.


Article 9



Beneficiary Designation


Notwithstanding
Sections 6.10, 7.3, 7.10 and 8.14, a Participant may, in the manner determined by the Committee, designate
a beneficiary to exercise the rights of the Participant and to receive any distribution with respect to any Award upon the Participant’s
death. A beneficiary, legal guardian, legal representative, or other person claiming any rights pursuant to the Plan is subject
to all terms and conditions of the Plan and any Award Agreement applicable to the Participant, except to the extent the Plan and
Award Agreement otherwise provide, and to any additional restrictions deemed necessary or appropriate by the Committee. If the
Participant is married and resides in a community property state, a designation of a person other than the Participant’s
spouse as his or her beneficiary with respect to more than fifty percent (50%) of the Participant’s interest in the Award
shall not be effective without the prior written consent of the Participant’s spouse. If no beneficiary has been designated
or survives the Participant, payment shall be made to the person entitled thereto pursuant to the Participant’s will or the
laws of descent and distribution. Subject to the foregoing, a beneficiary designation may be changed or revoked by a Participant
at any time provided the change or revocation is filed with the Committee.


Article 10



Employee Matters


10.1
Limitation of Rights in Stock. A Participant shall not be deemed for any purpose to be a stockholder of the Company
with respect to any of the Shares of Stock subject to an Award, unless and until Shares shall have been issued therefor and delivered
to the Participant or his agent. Any Stock to be issued pursuant to Awards granted under the Plan shall be subject to all restrictions
upon the transfer thereof which may be now or hereafter imposed by the Certificate of Incorporation and the Bylaws of the Company.


10.2
Employment Not Guaranteed. Nothing in the Plan shall interfere with or limit in any way the right of the Company
(or any Affiliate) to terminate any Participant’s Employment at any time, nor confer upon any Participant any right to continue
in the employ of the Company (or any Affiliate), subject to the terms of any separate employment or consulting agreement or provision
of law or corporate articles or by-laws to the contrary, at any time to terminate such employment or consulting agreement or to
increase or decrease, or otherwise adjust, the other terms and conditions of the recipient’s employment or other association
with the Company and its Affiliates.


10.3
Participation. No Employee shall have the right to be selected to receive an Award under this Plan, or, having been
so selected, to be selected to receive a future Award. In addition, there is no obligation for uniformity of treatment of Participants
or holders or beneficiaries of Awards. The terms and conditions of Awards and the Committee’s determinations and interpretations
with respect thereto need not be the same with respect to each Participant and may be made selectively among Participants, whether
or not such Participants are similarly situated.



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10.4
Reimbursement of Company for Unearned or Ill-gotten Gains. Unless otherwise specifically provided in an Award Agreement,
and to the extent permitted by Applicable Law, if the Company is required to prepare an accounting restatement due to the material
noncompliance of the Company with any financial reporting requirement under the securities laws, the Committee may, without obtaining
the approval or consent of the Company’s shareholders or of any Participant, require that any Participant who personally
engaged in one of more acts of fraud or misconduct that have caused or partially caused the need for such restatement or any current
or former chief executive officer, chief financial officer, or executive officer, regardless of their conduct, to reimburse the
Company in a manner consistent with Section 409A of the Code, if the Award constitutes “Non-Qualified Deferred Compensation,”
for all or any portion of any Awards granted or settled under this Plan (with each such case being a “Reimbursement”),
or the Committee may require the Termination or Rescission of, or the Recapture associated with, any Award, in excess of the amount
the Participant would have received under the accounting restatement.


Article 11



Change in Control


11.1
Vesting
Upon Change in Control. For the avoidance of doubt, the Committee may not accelerate the vesting and exercisability (as applicable)
of any outstanding Awards, in whole or in part, solely upon the occurrence of a Change in Control except as provided in this Section
11.1. In the event of a Change in Control after the date of the adoption of the Plan, then:


(a)
to the extent an outstanding Award subject solely to time-based vesting is not assumed or replaced by a comparable Award
referencing shares of the capital stock of the successor corporation or its “parent corporation” (as defined in Section
424(e) of the Code) or “subsidiary corporation” (as defined in Section 424(f) of the Code) which is publicly traded
on a national stock exchange or quotation system, as determined by the Committee in its sole discretion, with appropriate adjustments
as to the number and kinds of shares and the exercise prices, if applicable, then any outstanding Award subject solely to time-based
vesting then held by Participants that is unexercisable, unvested or still subject to restrictions or forfeiture shall, in each
case as specified by the Committee in the applicable Award Agreement or otherwise, be deemed exercisable or otherwise vested, as
the case may be, as of immediately prior to such Change in Control;


(b)
all Awards that vest subject to the achievement of any performance goal, target performance level, or similar performance-related
requirement shall, in each case as specified by the Committee in the applicable Award Agreement or otherwise, either (A) be canceled
and terminated without any payment or consideration therefor; or (B) automatically vest based on: (1) actual achievement of any
applicable Performance Goals through the date of the Change in Control, as determined by the Committee in its sole discretion;
or (2) achievement of target performance levels (or the greater of actual achievement of any applicable Performance Goals through
the date of the Change in Control, as determined by the Committee in its sole discretion, and target performance levels); provided
that in the case of vesting based on target performance levels such Awards shall also be prorated based on the portion of the Performance
Period elapsed prior to the Change in Control; and, in the case of this clause (B), shall be paid at the earliest time permitted
under the terms of the applicable agreement, plan or arrangement that will not trigger a tax or penalty under Section 409A of the
Code, as determined by the Committee; and


(c)
Each outstanding Award that is assumed in connection with a Change in Control, or is otherwise to continue in effect subsequent
to the Change in Control, will be appropriately adjusted, immediately after the Change in Control, as to the number and class of
securities and other relevant terms in accordance with Section 4.3.



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11.2
Termination of Employment Upon Change in Control. Unless the Committee provides otherwise, upon a Participant’s
Termination of Employment (i) by the Company or its successor or surviving corporation without Cause, or (ii) by the Participant
for Good Reason (including the Termination of Employment of the Participant if he or she is employed by an Affiliate at the time
the Company sells or otherwise divests itself of such Affiliate) on or within one (1) year following a Change in Control, subject
to the Participant’s execution of a waiver and release of claims in a form and manner satisfactory to the Company, all outstanding
Awards shall immediately become fully vested and exercisable; provided that Restricted Stock Units shall be settled in accordance
with the terms of the grant without regard to the Change in Control unless the Change in Control constitutes a “change in
control event” within the meaning of Section 409A of the Code and such Termination of Employment occurs within one (1) year
following such Change in Control, in which case the Restricted Stock Units shall be settled and paid out with such Termination
of Employment.


Article 12



Amendment, Modification, and Termination


12.1
Amendment, Modification, and Termination of Plan. At any time and from time to time, the Board may amend, modify,
alter, suspend, discontinue or terminate the Plan, in whole or in part, without stockholder approval; provided, however, that (a)
to the extent necessary and desirable to comply with any Applicable Law, regulation, or stock exchange rule, the Company shall
obtain stockholder approval of any Plan amendment in such a manner and to such a degree as required, and (b) stockholder approval
is required for any amendment to the Plan that (i) increases the number of shares available under the Plan (other than any adjustment
as provided by Section 4.3) or the number of shares available for issuance as ISOs, or (ii) permits the Committee to grant
Options with an Exercise Price that is below Fair Market Value on the date of grant, or (iii) permits the Committee to extend the
exercise period for an Option beyond ten (10) years from the date of grant, or (iv) results in a material increase in benefits
or a change in eligibility requirements, or (v) change the granting corporation or (vi) the type of stock.


12.2
Amendment
of Awards. Subject to Section 4.3, at any time and from time to time, the Committee may amend the terms of any one
or more outstanding Awards, provided that the Award as amended is consistent with the terms of the Plan or if necessary or advisable
for the purpose of conforming the Plan or an Award Agreement to any present or future law relating to plans of this or similar
nature (including, without limitation, Section 409A and Section 162(m) of the Code), and to the administrative regulations and
rulings promulgated thereunder. Notwithstanding any provision in this Plan to the contrary, absent approval of the stockholders
of the Company, no Option may be amended to reduce the per share Exercise Price of the shares subject to such Option below the
per share exercise price as of the date the Option is granted and, except as permitted by Section 4.3, no Option may be
granted in exchange for, or in connection with, the cancellation or surrender of an Option having a higher per share Exercise
Price.


12.3
Awards Previously Granted. No termination, amendment, or modification of the Plan or any Award shall adversely affect
in any material way any Award previously granted under the Plan, without the written consent of the Participant holding such Award;
provided, however, that any such modification made for the purpose of complying with Section 409A of the Code may be made by the
Company without the consent of any Participant.


12.4
Repricing and Backdating Prohibited. Notwithstanding anything in this Plan to the contrary, except as provided under
Section 4.3 and Section 12.1, neither the Committee nor any other person may (i) amend the terms of outstanding Options
or SARs to reduce the exercise or grant price of such outstanding Options or SARs; (ii) cancel outstanding Options or SARs in exchange
for Options or SARs with an exercise or grant price that is less than the exercise price of the original Options or SARs; or (iii)
cancel outstanding Options or SARs with an exercise or grant price above the current Share price in exchange for cash or other
securities. In addition, the Committee may not make a grant of an Option or SAR with a grant date that is effective prior to the
date the Committee takes action to approve such Award.



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12.5
Cancellation and Termination of Awards. The Committee may, in connection with any merger, consolidation, share exchange
or other transaction entered into by the Company in good faith, determine that any outstanding Awards granted under the Plan, whether
or not vested, will be canceled and terminated and that in connection with such cancellation and termination the holder of such
Award may receive for each Share subject to such Award a cash payment (or the delivery of shares of stock, other securities or
a combination of cash, stock and securities equivalent to such cash payment) equal to the difference, if any, between the amount
determined by the Committee to be the Fair Market Value of the Stock and the purchase price per Share (if any) under the Award
multiplied by the number of Shares subject to such Award; provided that if such product is zero or less or to the extent that the
Award is not then exercisable, the Award will be canceled and terminated without payment therefor.


12.6
Delay in Payment. To the extent required in order to avoid the imposition of any interest and/or additional tax under
Section 409A(a)(1)(B) of the Code, any amount that is considered deferred compensation under the Plan or Agreement and that is
required to be postponed pursuant to Section 409A of the Code, following the a Participant’s Termination of Employment shall
be delayed for six (6) months if a Participant is deemed to be a “specified employee” as defined in Section 409A(a)(2)(i)(B)
of the Code; provided that, if the Participant dies during the postponement period prior to the payment of the postponed amount,
the amounts withheld on account of Section 409A of the Code shall be paid to the executor or administrator of the decedent’s
estate within 60 days following the date of his death. A “Specified Employee” means any Participant who is a
 “key employee” (as defined in Section 416(i) of the Code without regard to paragraph (5) thereof), as determined by
the Company in accordance with its uniform policy with respect to all arrangements subject to Section 409A of the Code, based upon
the twelve (12) month period ending on each December 31st (such twelve (12) month period is referred to below as the “identification
period”). All Participants who are determined to be key employees under Section 416(i) of the Code (without regard to
paragraph (5) thereof) during the identification period shall be treated as Specified Employees for purposes of the Plan during
the twelve (12) month period that begins on the first day of the 4th month following the close of such identification period.


Article 13



Withholding


13.1
Tax Withholding. Unless otherwise provided by the Committee, the Company shall deduct or withhold any amount needed
to satisfy any foreign, federal, state, or local tax (including but not limited to the Participant’s employment tax obligations)
required by law to be withheld with respect to any taxable event arising or as a result of this Plan (“Withholding Taxes”).


13.2
Share Withholding. Unless otherwise provided by the Committee, upon the exercise of Options, the lapse of restrictions
on Restricted Stock, the vesting of Restricted Stock Units the distribution of Performance Shares in the form of Stock, or any
other taxable event hereunder involving the transfer of Stock to a Participant, the Company shall withhold Stock equal in value,
using the Fair Market Value on the date determined by the Company to be used to value the Stock for tax purposes, to the Withholding
Taxes applicable to such transaction.


Any fractional Share
of Stock payable to a Participant shall be withheld as additional Federal withholding, or, at the option of the Company, paid in
cash to the Participant.


Unless otherwise
determined by the Committee, when the method of payment for the Exercise Price is from the sale by a stockbroker pursuant to Section
6.8(c), herein, of the Stock acquired through the Option exercise, then the tax withholding shall be satisfied out of the proceeds.
For administrative purposes in determining the amount of taxes due, the sale price of such Stock shall be deemed to be the Fair
Market Value of the Stock.



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If permitted by
the Committee, prior to the end of any Performance Period a Participant may elect to have a greater amount of Stock withheld from
the distribution of Performance Shares to pay withholding taxes; provided, however, the Committee may prohibit or limit any individual
election or all such elections at any time.


Alternatively, or
in combination with the foregoing, the Committee may require Withholding Taxes to be paid in cash by the Participant or by the
sale of a portion of the Stock being distributed in connection with an Award, or by a combination thereof.


The withholding
of taxes is intended to comply with the requirements of Rule 10b5-1(c)(1)(i)(B) of the Exchange Act to the extent permitted by
law.


Article 14



Successors


All obligations
of the Company under the Plan, with respect to Awards granted hereunder, shall be binding on any successor to the Company, whether
the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or
substantially all of the business and/or assets of the Company.


Article 15



General Provisions


15.1
Minimum Vesting. Each Award shall have a minimum vesting period of one (1) year; provided that the Committee may
determine in its sole discretion up to five percent (5%) of the Shares available for issuance under the Plan may be granted free
of such minimum vesting requirements.


15.2
No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award. The Committee
shall determine whether cash, Awards, or other property shall be issued or paid in lieu of fractional Shares or whether such fractional
Shares or any rights thereto shall be forfeited or otherwise eliminated.


15.3
Reservation of Stock. The Company shall at all times during the term of the Plan and any outstanding Awards granted
hereunder reserve or otherwise keep available such number of Shares of Stock as will be sufficient to satisfy the requirements
of the Plan (if then in effect) and the Awards and shall pay all fees and expenses necessarily incurred by the Company in connection
therewith.


15.4
Notification of Disposition. Each person exercising any Incentive Stock Option granted under the Plan shall be deemed
to have covenanted with the Company to report to the Company any disposition of such Shares prior to the expiration of the holding
periods specified by Section 422(a)(1) of the Code and, if and to the extent that the realization of income in such a disposition
imposes upon the Company federal, state, local or other withholding tax requirements, or any such withholding is required to secure
for the Company an otherwise available tax deduction, to remit to the Company an amount in cash sufficient to satisfy those requirements.



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15.5
Unfunded Status of the Plan. The Plan is intended to constitute an “unfunded” plan for incentive compensation,
and the Plan is not intended to constitute a plan subject to the provisions of ERISA. With respect to any payments not yet made
to a Participant by the Company, nothing contained herein shall give any such Participant any rights that are greater than those
of a general creditor of the Company. In its sole discretion, the Committee may authorize the creation of trusts or other arrangements
to meet the obligations created under the Plan to deliver Stock or payments with respect to Options, Stock Appreciation Rights
and other Awards hereunder, provided, however, that the existence of such trusts or other arrangements is consistent with the unfunded
status of the Plan.


15.6
Nonexclusivity of the Plan. Neither the adoption of the Plan by the Board nor the submission of the Plan to the stockholders
of the Company shall be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements
as it may deem desirable, including without limitation, the granting of stock options and restricted stock other than under the
Plan, and such arrangements may be either applicable generally or only in specific cases.


15.7
Investment
Representations. The Company shall be under no obligation to issue any shares covered by any Award unless the shares to be
issued pursuant to Awards granted under the Plan have been effectively registered under the Securities Act of 1933, as amended,
or the Participant shall have made such written representations to the Company (upon which the Company believes it may reasonably
rely) as the Company may deem necessary or appropriate for purposes of confirming that the issuance of such shares will be exempt
from the registration requirements of that Act and any applicable state securities laws and otherwise in compliance with all applicable
laws, rules and regulations, including but not limited to that the Participant is acquiring the shares for his or her own account
for the purpose of investment and not with a view to, or for sale in connection with, the distribution of any such shares.


15.8
Registration. If the Company shall deem it necessary or desirable to register under the Securities Act of 1933, as
amended or other applicable statutes any Shares of Stock issued or to be issued pursuant to Awards granted under the Plan, or to
qualify any such Shares of Stock for exemption from the Securities Act of 1933, as amended or other applicable statutes, then the
Company shall take such action at its own expense. The Company may require from each recipient of an Award, or each holder of Shares
of Stock acquired pursuant to the Plan, such information in writing for use in any registration statement, prospectus, preliminary
prospectus or offering circular as is reasonably necessary for that purpose and may require reasonable indemnity to the Company
and its officers and directors from that holder against all losses, claims, damage and liabilities arising from use of the information
so furnished and caused by any untrue statement of any material fact therein or caused by the omission to state a material fact
required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under
which they were made. In addition, the Company may require of any such person that he or she agree that, without the prior written
consent of the Company or the managing underwriter in any public offering of Shares of Stock, he or she will not sell, make any
short sale of, loan, grant any option for the purchase of, pledge or otherwise encumber, or otherwise dispose of, any shares of
Stock during the 180 day period commencing on the effective date of the registration statement relating to the underwritten public
offering of securities. Without limiting the generality of the foregoing provisions of this Section 15.8, if in connection
with any underwritten public offering of securities of the Company the managing underwriter of such offering requires that the
Company’s directors and officers enter into a lock-up agreement containing provisions that are more restrictive than the
provisions set forth in the preceding sentence, then (a) each holder of shares of Stock acquired pursuant to the Plan (regardless
of whether such person has complied or complies with the provisions of clause (b) below) shall be bound by, and shall be deemed
to have agreed to, the same lock-up terms as those to which the Company’s directors and officers are required to adhere;
and (b) at the request of the Company or such managing underwriter, each such person shall execute and deliver a lock-up agreement
in form and substance equivalent to that which is required to be executed by the Company’s directors and officers.



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15.9
Placement of Legends; Stop Orders; etc. Each share of Stock to be issued pursuant to Awards granted under the Plan
may bear a reference to the investment representation made in accordance with Section 15.1 in addition to any other
applicable restriction under the Plan, the terms of the Award and to the fact that no registration statement has been filed with
the Securities and Exchange Commission in respect to such shares of Stock. All shares of Stock or other securities delivered under
the Plan shall be subject to such stock transfer orders and other restrictions as the Committee may deem advisable under the rules,
regulations, and other requirements of any stock exchange upon which the Stock is then listed, and any applicable federal or state
securities law, and the Committee may cause a legend or legends to be put on any certificates or recorded in connection with book-entry
accounts representing the shares to make appropriate reference to such restrictions.


15.10
Uncertificated Shares. To the extent that the Plan provides for issuance of certificates to reflect the transfer
of Shares, the transfer of such Shares may be effected on a noncertificated basis, to the extent not prohibited by Applicable Law.


15.11
Other Compensation Arrangements. Nothing contained in this Plan shall prevent the Board from adopting other or additional
compensation arrangements, subject to shareholder approval if such approval is required; and such arrangements may be either generally
applicable or applicable only in specific cases.


Article 16



Legal Construction


16.1
Gender and Number. Except where otherwise indicated by the context, any masculine term used herein also shall include
the feminine; the plural shall include the singular and the singular shall include the plural.


16.2
Severability. In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality
or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal
or invalid provision had not been included.


16.3
Requirements
of Law. The granting of Awards and the issuance of Shares under the Plan shall be subject to Applicable Law and to such approvals
by any governmental agencies or national securities exchanges as may be required.


16.4
Errors. At any time the Company may correct any error made under the Plan without prejudice to the Company. Such
corrections may include, among other things, changing or revoking an issuance of an Award.


16.5
Elections and Notices. Notwithstanding anything to the contrary contained in this Plan, all elections and notices
of every kind shall be made on forms prepared by the Company or the General Counsel, Secretary or Assistant Secretary, or their
respective delegates or shall be made in such other manner as permitted or required by the Company or the General Counsel, Secretary
or Assistant Secretary, or their respective delegates, including but not limited to elections or notices through electronic means,
over the Internet or otherwise. An election shall be deemed made when received by the Company (or its designated agent, but only
in cases where the designated agent has been appointed for the purpose of receiving such election), which may waive any defects
in form. The Company may limit the time an election may be made in advance of any deadline.



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Where any notice
or filing required or permitted to be given to the Company under the Plan, it shall be delivered to the principal office of the
Company, directed to the attention of the General Counsel of the Company or his or her successor. Such notice shall be deemed given
on the date of delivery.


Notice to the Participant
shall be deemed given when mailed (or sent by telecopy) to the Participant’s work or home address as shown on the records
of the Company or, at the option of the Company, to the Participant’s e-mail address as shown on the records of the Company.


It is the Participant’s
responsibility to ensure that the Participant’s addresses are kept up to date on the records of the Company. In the case
of notices affecting multiple Participants, the notices may be given by general distribution at the Participants’ work locations.


16.6
Governing Law. To the extent not preempted by Federal law, the Plan, and all awards and agreements hereunder, and
any and all disputes in connection therewith, shall be governed by and construed in accordance with the substantive laws of the
State of Delaware, without regard to conflict or choice of law principles which might otherwise refer the construction, interpretation
or enforceability of this Plan to the substantive law of another jurisdiction.


16.7
Venue. The Company and the Participant to whom an award under this Plan is granted, for themselves and their successors
and assigns, irrevocably submit to the exclusive and sole jurisdiction and venue of the state or federal courts of Delaware with
respect to any and all disputes arising out of or relating to this Plan, the subject matter of this Plan or any awards under this
Plan, including but not limited to any disputes arising out of or relating to the interpretation and enforceability of any awards
or the terms and conditions of this Plan. To achieve certainty regarding the appropriate forum in which to prosecute and defend
actions arising out of or relating to this Plan, and to ensure consistency in application and interpretation of the Governing Law
to the Plan, the parties agree that (a) sole and exclusive appropriate venue for any such action shall be an appropriate federal
or state court in Delaware, and no other, (b) all claims with respect to any such action shall be heard and determined exclusively
in such Delaware court, and no other, (c) such Delaware court shall have sole and exclusive jurisdiction over the person of such
parties and over the subject matter of any dispute relating hereto and (d) that the parties waive any and all objections and defenses
to bringing any such action before such Delaware court, including but not limited to those relating to lack of personal jurisdiction,
improper venue or forum non conveniens.


16.8
409A Compliance. It is intended that all Awards issued under the Plan be in a form and administered in a manner that
will comply with the requirements of Section 409A of the Code, or the requirements of an exception to Section 409A of the Code,
and the Award Agreement and this Plan will be construed and administered in a manner that is consistent with and gives effect to
such intent. The Committee is authorized to adopt rules or regulations deemed necessary or appropriate to qualify for an exception
from or to comply with the requirements of Section 409A of the Code. With respect to an Award that constitutes a deferral of compensation
subject to Section 409A of the Code: (i) if any amount is payable under such Award upon a termination of service, a termination
of service will be treated as having occurred only at such time the Participant has experienced a “separation from service”
as such term is defined for purposes of Section 409A of the Code; (ii) if any amount is payable under such Award upon a disability,
a disability will be treated as having occurred only at such time the Participant has experienced a “disability” as
such term is defined for purposes of Section 409A of the Code; (iii) if any amount is payable under such Award on account of the
occurrence of a Change in Control, a Change in Control will be treated as having occurred only at such time a “change in
the ownership or effective control of the corporation or in the ownership of a substantial portion of the assets of the corporation”
has occurred as such terms are defined for purposes of Section 409A of the Code, (iv) if any amount becomes payable under such
Award on account of a Participant’s separation from service at such time as the Participant is a “specified employee”
within the meaning of Section 409A of the Code, then no payment shall be made, except as permitted under Section 409A of the Code,
prior to the first business day after the earlier of (y) the date that is six months after the date of the Participant’s
separation from service or (z) the Participant’s death, (v) any right to receive any installment payments under this Plan
shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall
at all times be considered a separate and distinct payment, and (vi) no amendment to or payment under such Award will be made except
and only to the extent permitted under Section 409A of the Code.



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Notwithstanding
the foregoing, the tax treatment of the benefits provided under the Plan or any Award Agreement is not warranted or guaranteed,
and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may
be incurred by the Participant on account of non-compliance with Section 409A of the Code.


16.9
No Obligation to Notify. The Company shall have no duty or obligation to any holder of an Option to advise such holder
as to the time or manner of exercising such Option. Furthermore, the Company shall have no duty or obligation to warn or otherwise
advise such holder of a pending transaction or expiration of an Option or a possible period in which the Option may not be exercised.
The Company has no duty or obligation to minimize the tax consequences of an Option to the holder of such Option.



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