Exhibit 10.23


 


GREENSKY, INC.

2018 OMNIBUS INCENTIVE COMPENSATION PLAN


 


Article 1

Effective Date, Objectives and Duration


 


1.1      Adoption
of the Plan. The Board of Directors of GreenSky, Inc., a Delaware corporation (the “Company”), adopted the 2018
Omnibus Incentive Compensation Plan (the “Plan”) on ____________, 2018 (the “Effective Date”), subject
to approval by the stockholders of the Company within twelve (12) months after the Board’s adoption of the Plan. The terms
of the Plan are set forth herein. Awards, other than Restricted Shares and Bonus Shares, may be granted on and after the Effective
Date; but, no such Awards may be exercised, vested, paid or otherwise settled, or any Shares issued with respect thereto, until
the stockholders of the Company approve the Plan. Restricted Shares and Bonus Shares may only be granted if and after the stockholders
of the Company approve the Plan.


 


1.2      Objectives
of the Plan. The Plan is intended (a) to attract and retain highly qualified persons to serve as employees, consultants and
non-employee directors and to promote ownership by such employees, consultants and non-employee directors of a greater proprietary
interest in the Company, thereby aligning such employees’, consultants’ and non-employee directors’ interests
more closely with the interests of the Company’s stockholders, (b) to allow Grantees to acquire or increase equity ownership
in the Company, thereby strengthening their commitment to the success of the Company and stimulating their efforts on behalf of
the Company, and to assist the Company and its Affiliates in attracting and retaining employees, consultants and non-employee directors,
(c) to provide annual cash incentive compensation opportunities that are competitive with those of peer corporations, (d) to optimize
the profitability and growth of the Company and its Affiliates through incentives that are consistent with the Company’s
goals, (e) to provide Grantees with an incentive for excellence in individual performance, and (f) to promote teamwork among employees,
consultants and non-employee directors.


 


1.3       Duration
of the Plan. The Plan commenced on the date of adoption of the Plan by the Board of Directors of the Company (the “Board”),
subject to approval by the stockholders of the Company within twelve (12) months after the Board’s adoption of the Plan.
If the stockholders of the Company approve the Plan, the Plan shall remain in effect, subject to the right of the Board to amend
or terminate the Plan at any time pursuant to Article 17 hereof, until the earlier of 11:59 p.m. (ET) on _________, 2028, or the
date all Shares subject to the Plan shall have been issued and the restrictions on all Restricted Shares granted under the Plan
shall have lapsed, according to the Plan’s provisions.


 


Article 2

Definitions


 


Whenever used in the
Plan, the following terms shall have the meanings set forth below:



    	 



    	



    


2.1       “409A
Award” has the meaning set forth in Section 18.1.


 


2.2       “$100,000
Limit” has the meaning set forth in Section 6.4(d).


 


2.3       “Acquired
Entity” has the meaning set forth in Section 5.6(b).


 


2.4       “Acquired
Entity Awards” has the meaning set forth in Section 5.6(b).


 


2.5       “Affiliate”
means any corporation, trade or business or other entity, including but not limited to partnerships, limited liability companies
and joint ventures, with respect to which the Company, directly or indirectly, owns as applicable (a) shares, stock or other ownership
interests possessing fifty percent (50%) or more of the total combined voting power of all classes of shares, stock or other ownership
interests entitled to vote, or fifty percent (50%) or more of the total value of all classes of shares, stock or other ownership
interests of such corporation or other entity, or (b) an aggregate of fifty percent (50%) or more of the profits interests or capital
interests of a non-corporate entity. Affiliate includes any corporation, trade or business or other entity that becomes such on
or after the Effective Date.


 


2.6       “Applicable
Law” means U.S. federal, state and local laws applicable to the Company, any legal or regulatory requirement relating
to the Plan, Awards and/or Shares under applicable U.S. federal, state and local laws, the requirements of [      ] and any other
stock exchange or automated quotation system upon which the Shares are listed, the Code, and the applicable laws, rules, regulations
and requirements of any other country or jurisdiction where Awards are or are to be granted, exercised, vested or settled, as such
laws, rules, regulations and requirements shall be in place from time to time.


 


2.7       “Award”
means Options (including non-qualified options and Incentive Stock Options), SARs, Restricted Shares, Performance Units (which
may be paid in cash), Performance Shares, Deferred Stock, Restricted Stock Units, Dividend Equivalents, Bonus Shares, Cash Incentive
Awards, Other Stock-Based Awards or LTIP Units granted under the Plan.


 


2.8       “Award
Agreement” means either (a) a written agreement entered into by the Company and a Grantee setting forth the terms and
provisions applicable to an Award granted under this Plan, or (b) a written statement issued by the Company to a Grantee describing
the terms and provisions of such Award, including in either case any amendment or modification thereof. The Committee may provide
for the use of electronic, internet or other non-paper Award Agreements and the use of electronic, internet or other non-paper
means for the acceptance thereof and actions thereunder by the Grantee.


 


2.9       “Beneficiary”
means one or more persons or entities that become entitled to receive any amount payable under this Plan at the Grantee’s
death. The Grantee’s Beneficiary is the Grantee’s surviving spouse, unless the Grantee designates one or more persons
or entities to be the Grantee’s Beneficiary. The Grantee may make, change or revoke a Beneficiary designation at any time
before his death without the consent of the Grantee’s spouse or anyone the Grantee previously named as a Beneficiary, and
the Grantee may designate primary and secondary Beneficiaries. A Beneficiary designation must comply with procedures established
by the Committee and must be received by the Committee before the Grantee’s death. If the Grantee dies without a valid Beneficiary
designation (as determined by the Committee) and has no surviving spouse, the Beneficiary shall be the Grantee’s estate.


 


2.10     “Board”
means the Board of Directors of the Company.



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2.11     “Bonus
Shares” means Shares that are awarded to a Grantee with or without cost (save in all events for payment by the Grantee
in cash of the nominal value per Share if required by Applicable Law) and without restrictions either in recognition of past performance
(whether determined by reference to another employee benefit plan of the Company or otherwise), as an inducement to become an Eligible
Person or, with the consent of the Grantee, as payment in lieu of any cash remuneration otherwise payable to the Grantee.


 


2.12     “Cash
Incentive Award” means an Award granted under Article 15 of the Plan.


 


2.13     “Cause”
shall have the same definition as under any employment or service agreement between the Company or any Affiliate and the Grantee
or, if no such employment or service agreement exists or if such employment or service agreement does not contain any such definition
or words of similar import, “Cause” means (i) the Grantee’s act or failure to act amounting to gross negligence
or willful misconduct to the detriment of the Company or any Affiliate; (ii) the Grantee’s dishonesty, fraud, theft or embezzlement
of funds or properties in the course of Grantee’s employment; (iii) the Grantee’s commission of or pleading guilty
to or confessing to any felony; or (iv) the Grantee’s breach of any restrictive covenant agreement with the Company or any
Affiliate, including but not limited to, confidentiality covenants, covenants not to compete, non-solicitation covenants and non-disclosure
covenants. For purposes of the Plan, the Grantee’s resignation without the Company’s or an Affiliate’s written
consent in anticipation of termination of employment for Cause shall constitute a termination of employment for Cause.


 


2.14     “CEO”
means the Chief Executive Officer of the Company.


 


2.15     “Change
in Control” shall be deemed to have occurred upon the first occurrence of an event set forth in any one of the following
paragraphs:


 


(a)       The
accumulation in any number of related or unrelated transactions (other than an offering of Shares to the general public through
a registration statement filed with the Securities and Exchange Commission) by any Person of beneficial ownership (as such term
is used in Sections 13(d) and 14(d)(2) of the Exchange Act) of more than fifty percent (50%) of the combined voting power of the
Company’s voting stock; provided that for purposes of this subsection (a), a Change in Control will not be deemed to have
occurred if the accumulation of more than fifty percent (50%) of the voting power of the Company’s voting stock results from
any acquisition of voting stock (i) by the Company or any Affiliate, (ii) by any employee benefit plan (or related trust) sponsored
or maintained by the Company or any Affiliate, (iii) by any Significant Stockholder, (iv) by any Person that, prior to the transaction,
directly or indirectly, controls, is controlled by, or is under common control with, the Company, or (v) by any Person pursuant
to a merger, consolidation or reorganization (a “Business Combination”) that would not cause a Change in Control
under subsection (b) below; or


 


(b)       Consummation
of a Business Combination, unless, immediately following that Business Combination, (i) all or substantially all of the Persons
who were the beneficial owners of voting stock of the Company immediately prior to that Business Combination beneficially own,
directly or indirectly, more than fifty percent (50%) of the combined voting power of the Company’s voting stock resulting
from that Business Combination (including, without limitation, an entity that as a result of that transaction owns the Company
or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially
the same proportions relative to each other as their ownership, immediately prior to that Business Combination, of the voting stock
of the Company and (ii) no Person other than a Significant



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Stockholder
has beneficial ownership of fifty percent (50%) or more of the combined voting power of the Company’s voting stock (including
any entity that as the result of that transaction owns the Company or all or substantially all of, the Company’s assets either
directly or through one or more subsidiaries); or


 


(c)       During
any twelve (12)-month period, Incumbent Board Members cease to constitute a majority of the Board; or


 


(d)       A
sale or other disposition of all or substantially all of the assets of the Company, except pursuant to a Business Combination that
would not cause a Change in Control under subsection (b) above; or


 


(e)       A
complete liquidation or dissolution of the Company, except pursuant to a Business Combination that would not cause a Change in
Control under subsection (b) above.


 


Notwithstanding the foregoing, in the case of any Award that
constitutes deferred compensation within the meaning of Section 409A of the Code, there shall not be a Change in Control unless
there is a change in the ownership or effective control of the Company, or in a substantial portion of the assets of the Company,
within the meaning of Section 409A of the Code where necessary for such Award to comply with Section 409A of the Code.



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2.16     “Code”
means the Internal Revenue Code of 1986, as amended from time to time. References to a particular section of the Code include references
to regulations and rulings thereunder and to successor provisions.


 


2.17     “Committee”
has the meaning set forth in Section 3.1(a).


 


2.18     “Company”
means GreenSky, Inc., a Delaware corporation, and any successor thereto by operation of law or otherwise.


 


2.19     “Compensation
Committee” means the compensation committee of the Board.


 


2.20     “Corporate
Transaction” has the meaning set forth in Section 4.2(b).


 


2.21     “Data”
has the meaning set forth in Section 21.24.


 


2.22     “Deferred
Stock” means a right, granted under Article 9, to receive Shares at the end of a specified deferral period.


 


2.23     “Disability”
or “Disabled” means, unless otherwise defined in an Award Agreement, or as otherwise determined under procedures
established by the Committee for purposes of the Plan:


 


(a)       Except
as provided in (b) or (c) below, disability means, for any Grantee, any injury, illness or sickness that qualifies as a long-term
disability within the meaning of the Company’s long-term disability program (“LTD Program”) and on account
of which such Grantee is entitled to receive LTD Program benefits;


 


(b)       In
the case of an Incentive Stock Option or an Award granted in tandem with an Incentive Stock Option, disability has the meaning
under Section 22(e)(3) of the Code; and


 


(c)       In
the case of any Award that constitutes deferred compensation within the meaning of Section 409A of the Code, disability means as
defined in regulations under Code Section 409A where necessary for such Award to comply with Section 409A of the Code. For purpose
of Code Section 409A, a Grantee will be considered Disabled if:


 


(i)     the
Grantee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment
that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months,
or


 


(ii)     the
Grantee is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can
be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period
of not less than three (3) months under an accident and health plan covering employees of the Grantee’s employer.


 


2.24     “Disqualifying
Disposition” has the meaning set forth in Section 6.4(f).


 


2.25     “Dividend
Equivalent” means a right to receive cash or Shares equal to any dividends or paid on Shares, if and when paid or distributed,
on a specified number of Shares,



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which dividends
have a record date on or after the date of grant of the Dividend Equivalents or related Award and before the date Dividend Equivalents
or related Award become payable.


 


2.26     “Dodd-Frank”
has the meaning set forth in Section 21.6.


 


2.27     “DRO”
has the meaning set forth in Section 5.4(a).


 


2.28     “Effective
Date” has the meaning set forth in Section 1.1.


 


2.29     “Election”
has the meaning set forth in Section 18.2.


 


2.30     “Eligible
Person” means any employee (including any officer) of, or non-employee consultant to, or Non-Employee Director of, the
Company or any Affiliate, or potential employee (including a potential officer) of, or potential non-employee consultant to, or
potential Non-Employee Director of, the Company or an Affiliate; provided, however, that (i) solely with respect to the grant of
an Incentive Stock Option, an Eligible Person shall be any employee (including any officer) of the Company or any Subsidiary Corporation
and (ii) the Committee may establish additional eligibility criteria for determining an Eligible Person for any Awards granted
hereunder. Solely for purposes of Section 5.6(b), current or former employees or Non-Employee Directors of, or non-employee consultants
to, an Acquired Entity who receive Substitute Awards in substitution for Acquired Entity Awards shall be considered Eligible Persons
under this Plan with respect to such Substitute Awards.


 


2.31     “ERISA”
has the meaning set forth in Section 5.4(a).


 


2.32     “Exchange
Act” means the Securities Exchange Act of 1934, as amended, and all rules and regulations promulgated thereunder. Reference
to a specific section of the Exchange Act or regulation thereunder shall include such section or regulation, any valid regulation
or interpretation promulgated under such section, and any comparable provision of any future legislation or regulation amending,
supplementing or superseding such section or regulation.


 


2.33     “Exercise
Price” means (a) with respect to an Option, the price at which a Share may be purchased by a Grantee pursuant to such
Option or (b) with respect to an SAR, the price established at the time an SAR is granted pursuant to Article 7, which is used
to determine the amount, if any, of the payment due to a Grantee upon exercise of the SAR.


 


2.34     “Fair
Market Value” means a price that is based on the closing price of a Share reported on [      ], or if not [      ], on the
established stock exchange which is the principal exchange upon which the Shares are traded on the applicable date or if the Shares
are not traded on such date, the immediately preceding trading day. Unless the Committee determines otherwise, if the Shares are
traded over the counter at the time a determination of its Fair Market Value is required to be made hereunder, Fair Market Value
shall be deemed to be equal to the arithmetic mean between the reported high and low or closing bid and asked prices of a Share
on the applicable date, or if no such trades were made that day then the most recent date on which Shares were publicly traded.
In the event Shares are not publicly traded at the time a determination of their value is required to be made hereunder, the determination
of their Fair Market Value shall be made by the Committee in such manner as it deems appropriate provided such manner is consistent
with Treasury Regulation 1.409A-1(b)(5)(iv)(B). The Fair Market Value that the Committee determines shall be final, binding and
conclusive on the Company, any Affiliate and each Grantee. Notwithstanding the foregoing, if the Committee determines in its discretion
that an alternative definition of Fair Market Value should be used in connection with



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the grant, exercise,
vesting, settlement or payout of any Award, it may specify such alternative definition in the Award Agreement applicable to the
Award. Such alternative definition may include a price that is based on the opening, actual, high, low, or average selling prices
of a Share on the [      ] or other securities exchange on the given date, the trading date preceding the given date, the trading
date next succeeding the given date, or an average of trading days but must in all cases be consistent with Treasury Regulation
§ 1.409A-1(b)(5)(iv)(B).


 


2.35     “FICA”
has the meaning set forth in Section 19.1(a).


 


2.36     “Forfeiture”
means, in relation to Restricted Shares, the compulsory transfer of Restricted Shares by the Grantee, in accordance with and on
and subject to the terms set out in the Award Agreement to one of the following, at the election of the Company: the Company, subject
to Applicable Law, an employee benefit trust established by the Company, or an unrelated third party designated by the Company.
“Forfeiture” means, in relation to any other Award, the termination of the Award without the Award becoming vested
or payable. “Forfeitable,” “Forfeited” and “non-Forfeitable” shall be construed accordingly.


 


2.37     “Forfeiture
Transferee” means the person to which or whom Restricted Shares are transferred pursuant to Forfeiture.


 


2.38     “Full
Value Award” means an Award other than an Option, SAR or Other Stock-Based Award in the nature of purchase rights.


 


2.39     “Good
Reason” has the same definition as under any employment, change in control or service agreement between the Company or
any Affiliate and the Grantee or, if no such employment, change in control or service agreement exists or if such employment, change
in control or service agreement does not contain any such definition, Good Reason shall mean, without the Grantee’s consent,
the following:


 


(a)     any
action taken by the Company or an Affiliate which results in a material reduction in the Grantee’s authority, duties or responsibilities
(except that any change in the foregoing that results solely from (A) the Company ceasing to be a publicly traded entity or from
the Company becoming a wholly-owned subsidiary of another publicly traded entity or (B) any change in the geographic scope of the
Grantee’s authority, duties or responsibilities will not, in any event and standing alone, constitute a substantial reduction
in the Grantee’s authority, duties or responsibilities);


 


(b)     the
assignment to the Grantee of duties that are materially inconsistent with Grantee’s authority, duties or responsibilities;


 


(c)     any
material decrease in the Grantee’s base salary or annual bonus opportunity, except to the extent the Company has instituted
a salary or bonus reduction generally applicable to all similar employees of the Company other than in contemplation of or after
a Change in Control;


 


(d)     the
relocation of the Grantee to any principal place of employment other than that as of the date of grant of the Award, or any requirement
that Grantee relocate his residence other than to that as of the date of grant of the Award, without the Grantee’s express
written consent to either such relocation, which in either event would increase the Grantee’s commute by more than fifty
(50) miles; provided, however, this subsection (d) shall not apply in the case



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of business
travel which requires the Grantee to relocate temporarily for periods of ninety (90) days or less; or


 


(e)     the
failure by the Company to pay to the Grantee any portion of the Grantee’s base salary or annual bonus within thirty (30)
days after the date the same is due.


 


Notwithstanding the above, and without limitation, “Good
Reason” shall not include any resignation by the Grantee where Cause for the Grantee’s termination by the Company or
an Affiliate exists. The Grantee must give the Company or Affiliate that employs the Grantee notice of any event or condition that
would constitute “Good Reason” within thirty (30) days of the event or condition which would constitute “Good
Reason,” and upon the receipt of such notice the Company or Affiliate that employs the Grantee shall have thirty (30) days
to remedy such event or condition. If such event or condition is not remedied within such thirty (30)-day period, any termination
of employment by the Grantee for “Good Reason” must occur within thirty (30) days after the period for remedying such
condition or event has expired.



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2.40     “Grant
Date” means the date on which an Award is granted or such later date as specified in advance by the Committee.


 


2.41     “Grantee”
means an Eligible Person to whom an Award has been granted under the Plan.


 


2.42     “Holdco
Units” means the single class of common membership interests of Holdings issued in connection with the establishment
and reorganization of Holdings prior to the IPO.


 


2.43     “Holdings”
means GreenSky Holdings, LLC, a Georgia limited liability company, and any successor thereto by operation of law or otherwise.


 


2.44     “Immediate
Family” has the meaning set forth in Section 5.4(c).


 


2.45     “Incentive
Stock Option” means an Option that is intended to meet the requirements of Section 422 of the Code.


 


2.46     “including”
or “includes” means “including, without limitation,” or “includes, without limitation,”
respectively.


 


2.47     “Incumbent
Board Member” means an individual who either is (a) a member of the Board as of the effective date of the adoption of
this Plan or (b) a member who becomes a member of the Board subsequent to the date of the adoption of this Plan whose election,
or nomination for election by the Company’s stockholders, was approved by a vote of at least sixty percent (60%) of the then
Incumbent Board Members (either by a specific vote or by approval of the proxy statement of the Company in which that person is
named as a nominee for director, without objection to that nomination), but excluding, for that purpose, any individual whose initial
assumption of office occurs as a result of an actual or threatened election contest (within the meaning of Rule 14a-11 of the Exchange
Act) with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by
or on behalf of a Person other than the Board.


 


2.48     “IPO” means the underwritten initial public offering of shares.


 


2.49     “Lead
Underwriter” has the meaning set forth in Section 21.5.


 


2.50     “LLC
Agreement” means the Operating Agreement of GreenSky Holdings, LLC, dated as of August 24, 2017, as amended by Amendment
No. 1 to the Operating Agreement of GreenSky Holdings, LLC, dated as of August 24, 2017, as may be amended and/or restated from
time to time.


 


2.51     “Lock-Up
Period” has the meaning set forth in Section 21.5.


 


2.52     “LTIP
Units” means common units in Holdings issued under the LLC Agreement.


 


2.53     “Management
Committee” has the meaning set forth in Section 3.1(b).


 


2.54     “More
Than Ten Percent (10%) Owner” has the meaning set forth in Section 6.4(b).


 




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2.55     “Net
After Tax Receipt” has the meaning set forth in Article 20.


 


2.56     “Non-Employee
Director” means a member of the Board, or the board of directors of an Affiliate, who is not an employee of the Company
or any Affiliate.


 


2.57     “Nonqualified
Stock Option” means an option that is not intended to meet the requirements of Section 422 of the Code.


 


2.58     “Option”
means an option granted under Article 6 of the Plan.


 


2.59     “Other
Stock-Based Award” means a right, granted under Article 13 hereof, that relates to or is valued by reference to Shares
or other Awards relating to Shares.


 


2.60     “Overpayment”
has the meaning set forth in Article 20.


 


2.61     “Parent
Corporation” means any parent corporation of the Company within the meaning of Section 424(e) of the Code.


 


2.62     “Performance-Based
Award” means an Award with respect to which the grant, vesting, payment and/or settlement is contingent upon the satisfaction
of specified Performance Measures in the specified performance period.


 


2.63     “Performance
Measures” mean one or more performance measures established by the Committee as a requirement for an Award to vest and/or
become exercisable or settled. Performance measures can be based on one or more business criteria that apply to the Grantee, the
Company, an Affiliate, a business unit of the Company or an Affiliate or any other business criteria the Committee may determine.
Performance Measures may include or exclude items to measure specific objectives, such as losses from discontinued operations,
extraordinary gains or losses, the cumulative effect of accounting changes, acquisitions or divestitures, foreign exchange impacts
and any unusual, nonrecurring gain or loss. The levels of performance required with respect to Performance Measures may be expressed
in absolute or relative levels and may be based upon a set increase, set positive result, maintenance of the status quo, set decrease
or set negative result. Performance Measures may differ for Awards to different Grantees. The Committee shall specify the weighting
(which may be the same or different for multiple objectives) to be given to each performance objective for purposes of determining
the final amount payable with respect to any such Award. Any one or more of the Performance Measures may apply to the Grantee,
a department, unit, division or function within the Company or any one or more Affiliates; and may apply either alone or relative
to the performance of other businesses or individuals (including industry or general market indices). An Award may be contingent
upon the Grantee’s continued employment or service in addition to the Performance Measures. In determining if the Performance
Measures have been achieved, the Committee will adjust the performance targets in the event of any unbudgeted acquisition, divestiture
or other unexpected fundamental change in the business of the Company, an Affiliate or business unit or in any product that is
material taken as a whole as appropriate to fairly and equitably determine if the Award is to become exercisable, nonforfeitable
and transferable or earned and payable pursuant to the conditions set forth in the Award. Additionally, in determining if such
performance conditions have been achieved, the Committee also will adjust the performance targets in the event of any (i) unanticipated
asset write-downs or impairment charges, (ii) litigation or claim judgments or settlements thereof, (iii) changes in tax laws,
accounting principles or other laws or provisions affecting reported results, (iv) accruals for reorganization or restructuring
programs, or extraordinary non-reoccurring items.



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2.64     “Performance
Share” and “Performance Unit” mean an Award granted as a Performance Share or Performance Unit under
Article 10.


 


2.65     “Period
of Restriction” means the period during which Restricted Shares are subject to Forfeiture if the conditions specified
in the Award Agreement are not satisfied.


 


2.66     “Period
of Vesting” means the period during which the Award is subject to Forfeiture or may not be exercised if the conditions
specified in the Award Agreement are not satisfied.


 


2.67     “Permitted
Transferee” has the meaning set forth in Section 5.4(c).


 


2.68     “Person”
means any individual, sole proprietorship, partnership, joint venture, limited liability company, trust, unincorporated organization,
association, corporation, institution, public benefit corporation, entity or government instrumentality, division, agency, body
or department.


 


2.69     “Plan”
means this GreenSky, Inc. 2018 Omnibus Incentive Compensation Plan, in its current form or as hereafter amended.


 


2.70     “Present
Value” has the meaning set forth in Article 20.


 


2.71     “Prior
Grants” has the meaning set forth in Section 6.4(e).


 


2.72     “Proceeding”
has the meaning set forth in Section 21.12.


 


2.73     “Reduced
Amount” has the meaning set forth in Article 20.


 


2.74     “Registration
Date” means the date on which the Company sells its shares in a bona fide, firm commitment underwriting pursuant to a
registration statement under the Securities Act.


 


2.75     “Reorganization
Agreement” means the Reorganization Agreement, dated [      ], 2018, among the
Company, Holdings and the holders of equity interests in Holdings prior to the transactions contemplated thereby.


 


2.76     “Restricted
Shares” means Shares issued under Article 9 that are both subject to Forfeiture and are nontransferable if the Grantee
does not satisfy the conditions specified in the Award Agreement applicable to such Shares and subject to the Grantee paying the
nominal value in cash for each Share to the extent required by the Committee.


 


2.77     “Restricted
Stock Units” are rights, granted under Article 9, to receive Shares if the Grantee satisfies the conditions specified
in the Award Agreement applicable to such rights, and subject always to the Grantee paying the nominal value in cash for each such
Share.


 


2.78     “Retirement”
means a Grantee’s Separation from Service on or after attaining such age and/or completing such years of service as the Committee
may determine and set forth in an Award Agreement.


 


2.79     “Returned
Shares” has the meaning set forth in Section 4.1.


 


2.80     “Rule
16b-3” means Rule 16b-3 promulgated by the SEC under the Exchange Act, as amended from time to time, together with any
successor rule.


 


2.81     “Sarbanes-Oxley”
has the meaning set forth in Section 21.6.



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2.82     “SEC”
means the United States Securities and Exchange Commission, or any successor thereto.


 


2.83     “Section
16 Non-Employee Director” means a member of the Board who satisfies the requirements to qualify as a “non-employee
director” under Rule 16b-3.


 


2.84     “Section
16 Person” means a person who is subject to potential liability under Section 16(b) of the Exchange Act with respect
to transactions involving equity securities of the Company.


 


2.85     “Securities
Act” means the Securities Act of 1933, as amended, and all rules and regulations promulgated thereunder. Reference to
a specific section of the Securities Act or regulation thereunder shall include such section or regulation, any valid regulation
or interpretation promulgated under such section, and any comparable provision of any future legislation or regulation amending,
supplementing or superseding such section or regulation.


 


2.86     “Separation
from Service” means, with respect to any Award that constitutes deferred compensation within the meaning of Code Section
409A, a “separation from service” as defined in Treasury Regulation Section 1.409A-1(h). For this purpose, a “separation
from service” is deemed to occur on the date that the Company and the Grantee reasonably anticipate that the level of bona
fide services the Grantee would perform for the Company and/or any Affiliates after that date (whether as an employee, Non-Employee
Director or consultant or independent contractor) would permanently decrease to a level that, based on the facts and circumstances,
would constitute a separation from service; provided that a decrease to a level that is 50% or more of the average level of bona
fide services provided over the prior 36 months shall not be a separation from service, and a decrease to a level that is 20% or
less of the average level of such bona fide services shall be a separation from service. The Committee retains the right and discretion
to specify, and may specify, whether a separation from service occurs for individuals providing services to the Company or an Affiliate
immediately prior to an asset purchase transaction in which the Company or an Affiliate is the seller who provides services to
a buyer after and in connection with such asset purchase transaction; provided, such specification is made in accordance with the
requirements of Treasury Regulation Section 1.409A-1(h)(4).


 


2.87     “Share”
means the Class A common stock, $0.01 par value per share, of the Company, and, unless the context otherwise requires, such other
securities of the Company, as may be substituted or resubstituted for Shares pursuant to Section 4.2 hereof.


 


2.88     “Significant
Stockholder” shall mean any “person” or related “group” of “persons” (as
such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) that, immediately following the actions described in
Section 4(a), (b), (c) and (d) of the Reorganization Agreement and prior to the completion of the IPO, holds ten percent (10%)
or more of the total combined voting power of all classes of common stock of the Company and/or would hold ten percent (10%)
or more of the total combined voting power of all classes of Common Stock of the Company if their Holdco Units were
exchanged for common stock of the Company (ignoring for purposes of such calculation any Common Stock issued in connection
with the Company’s IPO to persons or entities other than the holders of equity interests in
Holdings).


 


2.89     “Stock
Appreciation Right” or “SAR” means an Award granted under Article 7 of the Plan.



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2.90     “Subsidiary
Corporation” means a corporation other than the Company in an unbroken chain of corporations beginning with the Company
if, at the time of granting the Option, each of the corporations other than the last corporation in the unbroken chain owns shares
or stock possessing fifty percent (50%) or more of the total combined voting power of all classes of shares or stock in one of
the other corporations in such chain.


 


2.91     “Substitute
Awards” has the meaning set forth in Section 5.6(b).


 


2.92     “Surviving
Company” means the surviving corporation in any merger or consolidation, involving the Company, including the Company
if the Company is the surviving corporation, or the direct or indirect parent company of the Company or such surviving corporation
following a sale of substantially all of the outstanding shares or stock of the Company.


 


2.93     “Tax
Date” has the meaning set forth in Section 19.1(a).


 


2.94     “Tendered
Restricted Shares” has the meaning set forth in Section 6.5.


 


2.95     “Term”
of any Option or SAR means the period beginning on the Grant Date of an Option or SAR and ending on the date such Option or SAR
expires, terminates or is cancelled. No Option or SAR granted under this Plan shall have a Term exceeding 10 years.


 


2.96     “Termination
of Service” means (a) that the employee has terminated employment with the Company and its Affiliates, the non-employee
consultant is no longer serving as a consultant to the Company or an Affiliate or the Non-Employee Director has ceased being a
director of the Company or any Affiliate or (b) when an entity which is employing the employee or non-employee consultant or on
whose board of directors the Non-Employee Director is serving, ceases to be an Affiliate, unless the Participant otherwise is,
or thereupon becomes, an employee, non-employee consultant or Non-Employee Director of the Company or another Affiliate, at the
time such entity ceases to be an Affiliate. In the event an employee, non-employee consultant or Non-Employee Director becomes
one of the other categories of Eligible Persons upon the termination of such employee’s employment, such consultant’s
consultancy or such Non-Employee Director’s service, unless otherwise determined by the Committee, in its sole discretion,
no Termination of Service will be deemed to have occurred until such time as such person is no longer an employee, non-employee
consultant or Non-Employee Director. Notwithstanding the foregoing, however, that if an Award constitutes deferred compensation
within the meaning of Code Section 409A, Termination of Service with respect to such Award shall mean the Grantee’s Separation
from Service to the extent necessary for such Award to comply with Section 409A of the Code.


 


2.97     “Underpayment”
has the meaning set forth in Article 20.


 


Article 3

Administration


 


3.1      Committee.


 


(a)      Subject
to Article 14 and Section 3.2, the Plan shall be administered by the Compensation Committee or the Board itself if no Compensation
Committee exists. Notwithstanding the foregoing, either the Board or the Compensation Committee may at any time and in one or more
instances reserve administrative powers to itself as the Committee or exercise any of the administrative powers of the Committee.
To the extent the Board or Compensation



    	13



    	



    

Committee considers
it desirable to comply with Rule 16b-3, the Committee shall consist of two or more directors of the Company, all of whom qualify
as “independent directors” within the meaning of the [      ] listing standards and Section 16 Non-Employee Directors.
The number of members of the Committee shall from time to time be increased or decreased, and shall be subject to such conditions,
in each case if and to the extent the Board deems it appropriate to permit transactions in Shares pursuant to the Plan to satisfy
such conditions of Rule 16b-3.


 


(b)      The
Board or the Compensation Committee may appoint and delegate to another committee (“Management Committee”),
or to the CEO, any or all of the authority of the Board or the Committee, as applicable, with respect to Awards to Grantees other
than Grantees who are executive officers or Non-Employee Directors, or who are (or are expected to be) Section 16 Persons at the
time any such delegated authority is exercised.


 


(c)      Unless
the context requires otherwise, any references herein to “Committee” include references to, the Board or the Compensation
Committee to the extent the Board or the Compensation Committee, as applicable, has assumed or exercises administrative powers
itself as the Committee pursuant to subsection (a), and to the Management Committee or the CEO to the extent either has been delegated
authority pursuant to subsection (b), as applicable; provided that, (i) for purposes of Awards to Non-Employee Directors, “Committee”
shall include only the full Board, and (ii) for purposes of Awards intended to comply with Rule
16b-3, “Committee” shall include only the Compensation Committee.


 


3.2      Powers
of Committee. Subject to and consistent with the provisions of the Plan (including Article 14), the Committee has full and
final authority and sole discretion as follows provided that any such authority or discretion exercised with respect to a specific
Non-Employee Director shall be approved by the affirmative vote of a majority of the members of the Board, even if not a quorum,
but excluding the Non-Employee Director with respect to whom such authority or discretion is exercised:


 


(a)      to
determine when, to whom and in what types and amounts Awards should be granted;


 


(b)      to
grant Awards to Eligible Persons in any number and to determine the terms and conditions applicable to each Award (including the
number of Shares or the amount of cash or other property to which an Award will relate, any Exercise Price or purchase price, any
limitation or restriction, any schedule for or performance conditions relating to the earning of the Award or the lapse of limitations,
forfeiture restrictions, restrictions on exercisability or transferability, any performance goals including those relating to the
Company and/or an Affiliate and/or any division thereof and/or an individual, and/or vesting based on the passage of time, based
in each case on such considerations as the Committee shall determine);


 


(c)      to
determine the benefit payable under any Performance Unit, Performance Share, Dividend Equivalent, Other Stock-Based Award or Cash
Incentive Award or LTIP Unit and to determine whether any performance or vesting conditions have been satisfied;


 


(d)      to
determine whether or not specific Awards shall be granted in connection with other specific Awards, and if so, whether they shall
be exercisable cumulatively with, or alternatively to, such other specific Awards and all other matters to be determined in connection
with an Award;


 


(e)      to
determine the Term of any Option or SAR;



    	14



    	



    

(f)        to
determine the amount that a Grantee shall pay for Restricted Shares or LTIP Units, which shall be no less than the nominal value
per Restricted Share if required by Applicable Law, whether to permit or require the payment of cash dividends thereon to be deferred
and the terms related thereto, when Restricted Shares (including Restricted Shares acquired upon the exercise of an Option) and
LTIP Units shall be Forfeited and whether such shares shall be held in escrow;


 


(g)       to
determine whether, to what extent and under what circumstances, subject to Applicable Law, an Award may be settled in, or the exercise
price of an Award may be paid in, cash, Shares, other Awards or other property, or an Award may be accelerated, vested, canceled,
forfeited or surrendered or any terms of the Award may be waived, and to accelerate the exercisability of, and to accelerate or
waive any or all of the terms and conditions applicable to, any Award or any group of Awards for any reason and at any time;


 


(h)       to
determine with respect to Awards granted to Eligible Persons whether, to what extent and under what circumstances cash, Shares,
other Awards, other property and other amounts payable with respect to an Award will be deferred, either at the election of the
Grantee or if and to the extent specified in the Award Agreement automatically or at the election of the Committee;


 


(i)        subject
to Section 3.3 below, to offer to exchange or buy out any previously granted Award for a payment in cash, Shares or other Award;


 


(j)        to
provide in the terms of the Award or otherwise for accelerated exercisability or vesting of any Award upon the occurrence of one
or more events other than completion of a service period, including without limitation the Grantee’s Retirement, death, Disability,
Termination of Service by the Company and its Affiliates without Cause or by the Grantee for Good Reason, or a Change in Control;


 


(k)       to
construe and interpret the Plan and to make all determinations, including factual determinations, necessary or advisable for the
administration of the Plan;


 


(l)        to
make, amend, suspend, waive and rescind rules and regulations relating to the Plan;


 


(m)      to
appoint such agents as the Committee may deem necessary or advisable to administer the Plan;


 


(n)      to
determine the terms and conditions of all Award Agreements applicable to Eligible Persons (which need not be identical) and, with
the consent of the Grantee, to amend any such Award Agreement at any time, among other things, to permit transfers of such Awards
to the extent permitted by the Plan; provided, however, that the consent of the Grantee shall not be required for any amendment
(i) which does not adversely affect the rights of the Grantee, or (ii) which is necessary or advisable (as determined by the Committee)
to carry out the purpose of the Award as a result of any new Applicable Law or change in an existing Applicable Law, or (iii) to
the extent the Award Agreement specifically permits amendment without consent;


 


(o)      subject
to Section 3.3, to cancel, with the consent of the Grantee, outstanding Awards and to grant new Awards in substitution therefor;



    	15



    	



    

(p)       to
impose such additional terms and conditions upon the grant, exercise or retention of Awards as the Committee may, before or concurrently
with the grant thereof, deem appropriate, including limiting the percentage of Awards which may from time to time be exercised
by a Grantee;


 


(q)       to
make adjustments in the terms and conditions of, and the criteria in, Awards in recognition of unusual or nonrecurring events (including
without limitation events described in Section 4.2) affecting the Company or an Affiliate or the financial statements of the Company
or an Affiliate, or in response to changes in Applicable Laws, regulations or accounting principles;


 


(r)        adopt
rules and/or procedures (including the adoption of any subplan under the Plan) relating to the operation and administration of
the Plan to accommodate requirements of local law and procedures;


 


(s)       to
correct any defect or supply any omission or reconcile any inconsistency, and to construe and interpret the Plan, the rules and
regulations, and Award Agreement or any other instrument entered into or relating to an Award under the Plan;


 


(t)        to
modify, extend or renew an Award, subject to Section 1.3 and 5.9, provided, however, that such action does not subject the Award
to Section 409A of the Code without the consent of the Grantee;


 


(u)       solely
to the extent permitted by Applicable Law, to determine whether, to what extent and under what circumstances to provide loans (which
may be on a recourse basis and shall bear interest at the rate the Committee shall provide) to Grantees in order to exercise Options
under the Plan;


 


(v)       subject
to Section 3.3, to provide for the settlement of any Award in cash, Shares or a combination thereof; and


 


(w)       to
take any other action with respect to any matters relating to the Plan for which it is responsible and to make all other decisions
and determinations as may be required under the terms of the Plan or as the Committee may deem necessary or advisable for the administration
of the Plan.


 


Any action of the Committee
with respect to the Plan shall be final, conclusive and binding on all persons, including the Company, its Affiliates, any Grantee,
any person claiming any rights under the Plan from or through any Grantee, and stockholders, except to the extent the Committee
may subsequently modify, or take further action not consistent with, its prior action. If not specified in the Plan, the time at
which the Committee must or may make any determination shall be determined by the Committee, and any such determination may thereafter
be modified by the Committee. The express grant of any specific power to the Committee, and the taking of any action by the Committee,
shall not be construed as limiting any power or authority of the Committee. The Committee may delegate to officers or managers
of the Company or any Affiliate the authority, subject to such terms as the Committee shall determine, to perform specified functions
under the Plan (subject to Sections 4.3 and 5.7(c)). The Committee may revoke or amend the terms of any delegation at any time
but such action shall not invalidate any prior actions of the Committee’s delegate or delegates that were consistent with
the terms of the Plan and the Committee’s prior delegation.


 


The Company shall bear
all expenses of administering the Plan. The Company shall indemnify and hold harmless each person who is or shall have been a member
of the Committee acting as



    	16



    	



    

administrator of the
Plan, or any delegate of such, against and from any cost, liability, loss or expense that may be imposed upon or reasonably incurred
by such person in connection with or resulting from any action, claim, suit, or proceeding to which such person may be a party
or in which such person may be involved by reason of any action taken or not taken under the Plan and against and from any and
all amounts paid by such person in settlement thereof, with the Company’s approval, or paid by such person in satisfaction
of any judgment in any such action, suit, or proceeding against such person, provided he or she shall give 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.
Notwithstanding the foregoing, the Company shall not indemnify and hold harmless any such person if (i) applicable law or the Company’s
Articles of Incorporation or Bylaws prohibit such indemnification or (ii) such person did not act in good faith and in a manner
that such person believed to be consistent with the Plan or (iii) such person’s conduct constituted gross negligence or willful
misconduct. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such
persons may be entitled under the Company’s Articles of Incorporation or Bylaws, as a matter of law or otherwise, or under
any other power that the Company may have to indemnify such person or hold him or her harmless. The provisions of the foregoing
indemnity shall survive indefinitely the term of this Plan.


 


Notwithstanding any
provision of the Plan to the contrary, to comply with the laws in other countries in which Grantees are located, or to comply with
the requirements of any foreign stock exchange, the Committee, in its sole discretion, may: (a) determine which Affiliates shall
be covered by the Plan; (b) determine which Grantees outside the United States are eligible to participate in the Plan; (c) modify
the terms and conditions of any Award granted to Grantees outside the United States to comply with applicable foreign laws or listing
requirements of any such foreign stock exchange; (d) establish subplans and modify exercise procedures and other terms and procedures,
to the extent such actions may be necessary or advisable (any such subplans and/or modifications shall be attached to the Plan
as appendices); provided, however, that no such subplans and/or modifications shall increase the share limitations contained in
Article 4; and (e) take any action, before or after an Award is made, that it deems advisable to obtain approval or comply with
any necessary local governmental regulatory exemptions or approvals or listing requirements of any such foreign stock exchange.
Notwithstanding the foregoing, the Committee may not take any actions hereunder, and no Awards shall be granted, that would violate
the Exchange Act or any other securities law or governing statute or any other Applicable Law.


 


3.3       No
Repricings. Notwithstanding any provision in Section 3.2 to the contrary, the terms of any outstanding Option or SAR may not
be amended to reduce the Exercise Price of such Option or SAR, or cancel any outstanding Option or SAR in exchange for other Options
or SARs with an Exercise Price that is less than the Exercise Price of the cancelled Option or SAR or for any cash payment (or
Shares having with a Fair Market Value) in an amount that exceeds the excess of the Fair Market Value of the Shares underlying
such cancelled Option or SAR over the aggregate Exercise Price of such Option or SAR or for any other Award, without stockholder
approval; provided, however, that the restrictions set forth in this Section 3.3, shall not apply (i) unless the Company has a
class of shares or stock that is registered under Section 12 of the Exchange Act or (ii) to any adjustment allowed under to Section
4.2.


 


Article 4

Shares Subject to the Plan, Maximum Awards, and 162(m) Compliance


 


4.1       Number
of Shares Available for Grants. Subject to adjustment as provided in Section 4.2 and except as provided in Section 5.6(b),
the maximum number of Shares hereby reserved for delivery in connection with Awards under the Plan shall be ________ Shares. The



    	17



    	



    

total number
of Shares that may be delivered pursuant to the exercise of Incentive Stock Options granted hereunder shall not exceed _________.


 


Shares covered by an Award shall only be
counted as used to the extent actually used. A Share issued in connection with an Award under the Plan shall reduce the total number
of Shares available for issuance under the Plan by one; provided, however, that, upon settlement of an SAR, the greater of the
number of Shares underlying the portion of the SAR that is exercised or the number of Shares actually issued will be treated as
having been delivered for purposes of determining the maximum number of Shares available for grant under the Plan and shall not
again be treated as available for grant under the Plan.


 


If any Award under the
Plan terminates without the delivery of Shares, whether by lapse, forfeiture, cancellation or otherwise, the Shares subject to
such Award, to the extent of any such termination, shall again be available for grant under the Plan. Notwithstanding the foregoing,
upon the exercise of any Award granted in tandem with any other Awards, such related Awards shall be cancelled to the extent of
the number of Shares as to which the Award is exercised and such number of Shares shall no longer be available for Awards under
the Plan. Subject to Applicable Law, if any Shares subject to an Award granted hereunder (other than a Full Value Award) are withheld
or applied as payment in connection with the exercise of an Award or the withholding or payment of taxes related thereto or separately
surrendered by the Grantee for any such purpose (“Returned Shares”), such Returned Shares will be treated as
having been delivered for purposes of determining the maximum number of Shares available for grant under the Plan and shall not
again be treated as available for grant under the Plan. Subject to Applicable Law, if any Shares subject to a Full Value Award
granted hereunder are withheld or applied as payment of taxes related thereto or separately surrendered by the Grantee for such
purpose, such Returned Shares will again be available for grant under the Plan. The number of Shares available for issuance under
the Plan may not be increased through the Company’s purchase of Shares on the open market with the proceeds obtained from
the exercise of any Options or other purchase rights granted hereunder. In addition, in the case
of any Substitute Award granted in assumption of or in substitution for an Acquired Entity Award, Shares delivered or deliverable
in connection with such Substitute Award shall not be counted against the number of Shares reserved under the Plan (to the extent
permitted by applicable stock exchange rules), and available shares of stock under a stockholder-approved plan of an Acquired Entity
(as appropriately adjusted to reflect the transaction) also may be used for Awards under the Plan, which shall not reduce the number
of Shares otherwise available under the Plan (subject to applicable stock exchange requirements).


 


Shares may be allotted
and issued pursuant to the Plan from the Company’s authorized but unissued share capital, or the reissue of treasury Shares.


 


The proceeds which the
Company receives in connection with Awards granted under the Plan, if any, shall be used for general corporate purposes and shall
be added to the general funds of the Company.


 


4.2       Adjustments
in Authorized Shares and Awards; Liquidation, Dissolution or Change of Control.


 


(a)       In
the event that the Committee determines that any dividend or other distribution (excluding any ordinary dividend or distribution)
(whether in the form of cash, Shares, or other property), recapitalization, forward or reverse stock split, subdivision, consolidation
or reduction of capital, reorganization, merger, consolidation, scheme of arrangement, split-up, spin-off or combination involving
the Company or repurchase or exchange of Shares or other securities of the Company or other rights to purchase Shares or other
securities of the Company, or other corporate transaction or event affects the Shares such that any adjustment is determined by
the



    	18



    	



    

Committee to
be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available
under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number and type
of Shares (or other securities or property) with respect to which Awards may be granted, (ii) the number and type of Shares (or
other securities or property) subject to outstanding Awards, (iii) the Exercise Price with respect to any Award or, if deemed appropriate,
make provision for a cash payment to the holder of an outstanding Award, (iv) the number and kind of Shares of outstanding Restricted
Shares, or the Shares underlying any Award of Restricted Stock Units, Deferred Stock or other outstanding Share-based Award and
(v) any other terms and conditions of the Award. Notwithstanding the foregoing, (x) no such adjustment shall be authorized with
respect to any Options or SARs to the extent that such adjustment would cause the Option or SAR (determined as if such Option or
SAR was an Incentive Stock Option) to violate Section 424(a) of the Code or with respect to any Awards to the extent such adjustment
would subject any Grantee to taxation under Section 409A of the Code; and (y) the number of Shares subject to any Award denominated
in Shares shall always be a whole number.


 


(b)       In
the event of a merger or consolidation of the Company with or into another corporation or a sale of all or substantially all of
the shares or stock of the Company or all or substantially all of the assets of the Company, including by way of a court sanctioned
compromise or scheme of arrangement, reorganization, merger, combination, purchase, recapitalization, liquidation, or sale, transfer,
exchange or other disposition (a “Corporate Transaction”) that results in a Change in Control, unless an outstanding
Award is assumed by the Surviving Company or replaced with an equivalent Award granted by the Surviving Company in substitution
for such outstanding Award, the Committee shall cancel any outstanding Awards that are not vested and nonforfeitable as of the
consummation of such Corporate Transaction (unless the Committee in its discretion accelerates the vesting of such Awards without
the need for the consent of any Grantee in Grantee’s status as the grantee of the Award) and with respect to any vested and
nonforfeitable Awards, the Committee may either (i) allow all Grantees to exercise such Awards in the nature of Options and SARs
to the extent then exercisable or to become exercisable upon the Corporate Transaction within a reasonable period prior to the
consummation of the Corporate Transaction and cancel any Awards in the nature of Options or SARs that remain unexercised upon consummation
of the Corporate Transaction, or (ii) cancel any or all of such outstanding Awards in exchange for a payment (in cash and/or in
securities and/or other property) in an amount equal to the amount that the Grantee would have received (net of the Exercise Price
with respect to any Awards in the nature of Options or SARs) and on the same terms (including without limitation any earn-out,
escrow or other deferred consideration provisions) as if such vested Awards were settled or distributed or such Awards in the nature
of vested Options and SARs were exercised immediately prior to the consummation of the Corporate Transaction. Notwithstanding the
foregoing, if an Option or SAR is not assumed by the Surviving Company or replaced with an equivalent Award issued by the Surviving
Company and the Exercise Price with respect to any outstanding Option or SAR equals or exceeds the amount
payable per Share in the Corporation Transaction, such Awards shall be cancelled without any payment to the Grantee.


 


(c)       In
connection with any Corporate Transaction that result in a Change in Control, the Committee may, in the exercise of its sole discretion,
cause Awards to be vested and non-forfeitable, earned and payable and cause any conditions on any such Award to lapse, as to all
or any part of such Award, including Shares as to which the Award would not otherwise be exercisable or non-forfeitable or earned
and payable and allow all Grantees to exercise such Awards of Options and SARs within a reasonable period prior to the consummation
of such proposed action. Any Awards that remain unexercised or outstanding upon consummation of such proposed action shall be cancelled
without any further consideration therefor.



    	19



    	



    

(d)       Notwithstanding
the forgoing provisions of this Section 4.2, if an Award constitutes deferred compensation within the meaning of Code Section 409A,
no payment or settlement of such Award shall be made pursuant to Section 4.2(b) or (c), unless the Corporate Transaction or the
dissolution or liquidation of the Company, as applicable, constitutes a change in ownership or effective control of the Company
or a change in ownership of a substantial portion of the assets of the Company as described in Treasury Regulation Section 1.409A-3(i)(5)
and such payment or settlement does not result in a violation of Section 409A of the Code.


 


4.3       Individual
Award Limits. Except as provided herein or in Section 5.6(b), no Grantee may be granted Awards denoted in Shares as of the
date of grant (regardless of whether the Awards will be settled in Shares, cash or other property) with respect to more than 1,000,000
Shares (twice that limit for Awards that are granted to an Eligible Person in the calendar year in which the Eligible Person first
commences employment or service) (based on the highest level of performance resulting in the maximum payout) in a single calendar
year, subject to adjustment as provided in Section 4.2(a). The maximum potential value of any Awards denoted in cash or other property
as of the date of grant (with the property valued as of the date of grant of the Award) (regardless of whether the Awards will
be settled in Shares, cash or other property) that may be granted in any calendar year to any Eligible Person shall not exceed
$5,000,000 (twice that limit for Awards that are granted to an Eligible Person in the calendar year in which the Eligible
Person first commences employment or service) (based on the highest level of performance resulting in the maximum payout) for all
such Awards. Such annual limitations apply to Dividend Equivalents under Article 11 only if such Dividend Equivalents are granted
separately from and not as a feature of another Award (even if that feature is treated as a separate award for other purposes,
including Section 409A of the Code). Notwithstanding the foregoing, however, the Committee may make exceptions to the foregoing
limits in extraordinary or unusual circumstances as the Committee may determine appropriate.


 


Article 5

Eligibility and General Conditions of Awards


 


5.1       Eligibility.
The Committee may in its discretion grant Awards to any Eligible Person, whether or not he or she has previously received an Award.
No Award may be granted at a time when such grant would constitute a breach of Applicable Law; provided, however, that all Awards
made to Non-Employee Directors shall be determined by the Board in its sole discretion.


 


5.2       Award
Agreement. To the extent not set forth in the Plan, the terms and conditions of each Award shall be set forth in an Award Agreement
and, unless the Committee determines otherwise, such Agreement must be signed, acknowledged and returned by the Grantee to the
Company. Unless the Committee determines otherwise, any failure by the Grantee to sign and return the Agreement within such period
of time following the granting of the Award as the Committee shall prescribe shall cause such Award to the Grantee to be null and
void. By accepting an Award or other benefits under the Plan (including participation in the Plan), each Grantee shall be conclusively
deemed to have indicated acceptance and ratification of, and consented to, all provisions of the Plan and the Agreement.


 


5.3       General
Terms and Termination of Service. The Committee may impose on any Award or the exercise or settlement thereof, at the date
of grant or, subject to the provisions of Section 17.2, thereafter, such additional terms and conditions not inconsistent with
the provisions of the Plan as the Committee shall determine, including without limitation terms requiring forfeiture or transfer,
acceleration or pro-rata acceleration of Awards in the event of a Termination of Service by the Grantee. Awards may be granted
for no consideration other than



    	20



    	



    

prior and future
services save that in no event will Shares subject to an Award be allotted and issued unless the nominal value per Share is paid
in cash, unless permitted otherwise by Applicable Law. Except as otherwise determined by the Committee pursuant to this Section
5.3 or set forth in an Award Agreement, all Options that have not been exercised, or any other Awards that remain subject to a
risk of forfeiture or which are not otherwise vested, or which have outstanding Performance Periods, at the time of a Termination
of Service shall be forfeited to the Company. Notwithstanding any other provision of the Plan to the contrary and subject to the
immediately following proviso, equity-based Awards granted under the Plan shall vest no earlier than the first anniversary of the
date the Award is granted or, with respect to equity-based Awards to Non-Employee Directors, if earlier, no earlier than fifty
(50) weeks from the date of the annual meeting of the Company’s stockholders at which such Awards were granted, and performance-based
Awards must have a performance period of at least one year; provided, however, that (i) the Committee may grant Awards without
regard to the foregoing minimum vesting requirement with respect to a maximum of five percent (5%) of the available Shares (the
“5% Exception Limit”) authorized for issuance under the Plan (subject to adjustment under Section 4.2), (ii)
to the extent equity-based Awards to Non-Employee Directors vest as of a date that is earlier than both the first anniversary of
the date the Award is granted and fifty (50) weeks from the date of the annual meeting of the Company’s stockholders at which
such Awards were granted, such Awards shall count against the 5% Exception Limit set forth in clause (i), and (iii) Awards granted
within the first ninety (90) days of a year may have a performance period that begins as of the first day of the year. For the
avoidance of doubt, the foregoing restriction does not apply to the Committee’s discretion to provide in the terms of the
Award or otherwise for accelerated exercisability or vesting of any Award upon the occurrence of one or more events other than
completion of a service period, including without limitation the Grantee’s Retirement, death, Disability, Termination of
Service by the Company and its Affiliates without Cause or by the Grantee for Good Reason, or a Change in Control. Additionally,
no dividends or Dividend Equivalents shall be paid with respect to any Awards that do not become vested, non-forfeitable or payable
under the Plan.


 


5.4       Nontransferability
of Awards.


 


(a)       Each
Award and each right under any Award shall be exercisable only by the Grantee during the Grantee’s lifetime, or, if permissible
under Applicable Law, by the Grantee’s guardian or legal representative or by a transferee receiving such Award pursuant
to a domestic relations order (a “DRO”) as defined in the Code or Title I of the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”), or the rules thereunder.


 


(b)       No
Award (prior to the time, if applicable, Shares are delivered in respect of such Award), and no right under any Award, may be assigned,
alienated, pledged, attached, sold or otherwise transferred or encumbered by a Grantee otherwise than by will or by the laws of
descent and distribution (or in the case of Restricted Shares, to the Company or other Forfeiture Transferee) or pursuant to a
DRO, and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable
against the Company or any Affiliate; provided that the designation of a beneficiary to receive benefits in the event of the Grantee’s
death shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.


 


(c)       Notwithstanding
subsections (a) and (b) above, to the extent provided in the Award Agreement, Awards (other than Incentive Stock Options and corresponding
Awards), may be transferred, without consideration, to a Permitted Transferee. For this purpose, a “Permitted Transferee”
in respect of any Grantee means any member of the Immediate Family of such



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Grantee, any
trust of which all of the primary beneficiaries are such Grantee or members of his or her Immediate Family, or any partnership
(including limited liability companies and similar entities) of which all of the partners or members are such Grantee or members
of his or her Immediate Family; and the “Immediate Family” of a Grantee means the Grantee’s spouse, any
person sharing the Grantee’s household (other than a tenant or employee), children, stepchildren, grandchildren, parents,
stepparents, siblings, grandparents, nieces and nephews. Such Award may be exercised by such transferee in accordance with the
terms of the Award Agreement. If so determined by the Committee, a Grantee may, in the manner established by the Committee, designate
a beneficiary or beneficiaries to exercise the rights of the Grantee, and to receive any distribution with respect to any Award
upon the death of the Grantee. A transferee, beneficiary, guardian, legal representative or other person claiming any rights under
the Plan from or through any Grantee shall be subject to and consistent with the provisions of the Plan and any applicable Award
Agreement, except to the extent the Plan and Award Agreement otherwise provide with respect to such persons, and to any additional
restrictions or limitations deemed necessary or appropriate by the Committee.


 


(d)       Nothing
herein shall be construed as requiring the Company or any Affiliate to honor a DRO except to the extent required under Applicable
Law.


 


5.5       Cancellation
and Rescission of Awards. Unless the Award Agreement specifies otherwise, the Committee may cancel, rescind, suspend, withhold,
or otherwise limit or restrict any unexercised or other Award at any time if the Grantee is not in compliance with all applicable
provisions of the Award Agreement and the Plan or if the Grantee has a Termination of Service.


 


5.6       Stand-Alone,
Tandem and Substitute Awards.


 


(a)       Awards
granted under the Plan may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with, or in
substitution for, any other Award granted under the Plan unless such tandem or substitution Award would subject the Grantee to
tax penalties imposed under Section 409A of the Code. If an Award is granted in substitution for another Award or any non-Plan
award or benefit, the Committee shall require the surrender of such other Award or non-Plan award or benefit in consideration for
the grant of the new Award. Awards granted in addition to or in tandem with other Awards or non-Plan awards or benefits may be
granted either at the same time as or at a different time from the grant of such other Awards or non-Plan awards or benefits; provided,
however, that if any SAR is granted in tandem with an Incentive Stock Option, such SAR and Incentive Stock Option must have the
same Grant Date, Term and the Exercise Price of the SAR may not be less than the Exercise Price of the Incentive Stock Option.


 


(b)       The
Committee may, in its discretion and on such terms and conditions as the Committee considers appropriate in the circumstances,
grant Awards under the Plan (“Substitute Awards”) in substitution for share or stock and share or stock-based
awards (“Acquired Entity Awards”) held by current or former employees or non-employee directors of, or consultants
to, another corporation or entity who become Eligible Persons as the result of a merger or consolidation of the employing corporation
or other entity (the “Acquired Entity”) with the Company or an Affiliate or the acquisition by the Company or
an Affiliate of property or shares or stock of the Acquired Entity immediately prior to such merger, consolidation or acquisition
in order to preserve for the Grantee the economic value of all or a portion of such Acquired Entity Award at such price as the
Committee determines necessary to achieve preservation of economic value. The limitations of Sections
4.1 and 4.3 on the number of Shares reserved or available for grants shall not apply to Substitute Awards granted under this Section
5.6(b).



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5.7       Compliance
with Rule 16b-3. The provisions of this Section 5.7 will apply to Awards as applicable.


 


(a)       Unless
a Grantee could otherwise dispose of or exercise a derivative security or dispose of Shares delivered under the Plan without incurring
liability under Section 16(b) of the Exchange Act, the Committee may advise or require a Grantee to comply with the following in
order to avoid incurring liability under Section 16(b) of the Exchange Act: (i) at least six months must elapse from the date of
acquisition of a derivative security under the Plan to the date of disposition of the derivative security (other than upon exercise
or conversion) or its underlying equity security, and (ii) Shares granted or awarded under the Plan other than upon exercise or
conversion of a derivative security must be held for at least six months from the date of grant of an Award.


 


(b)       To
the extent the Committee determines that a grant or other transaction by a Section 16 Person should comply with applicable provisions
of Rule 16b-3 (except for transactions exempted under alternative Exchange Act rules), the Committee shall take such actions as
necessary to make such grant or other transaction so comply, and if any provision of this Plan or any Award Agreement relating
to a given Award does not comply with the requirements of Rule 16b-3 as then applicable to any such grant or transaction, such
provision will be construed or deemed amended, if the Committee so determines, to the extent necessary to conform to the then applicable
requirements of Rule 16b-3.


 


(c)       Any
function relating to a Section 16 Person shall be performed solely by the Committee or the Board if necessary to ensure compliance
with applicable requirements of Rule 16b-3, to the extent the Committee determines that such compliance is desired. Each member
of the Committee or person acting on behalf of the Committee shall be entitled to, in good faith, rely or act upon any report or
other information furnished to him by any officer, manager or other employee of the Company or any Affiliate, the Company’s
independent certified public accountants or any executive compensation consultant or attorney or other professional retained by
the Company to assist in the administration of the Plan.


 


5.8       Deferral
of Award Payouts. The Committee may permit a Grantee to defer, or if and to the extent specified in an Award Agreement require
the Grantee to defer, receipt of the payment of cash or the delivery of Shares that would otherwise be due by virtue of the lapse
or waiver of restrictions with respect to Awards, the satisfaction of any requirements or goals with respect to Awards, the lapse
or waiver of the deferral period for Awards, or the lapse or waiver of restrictions with respect to Awards. If the Committee permits
such deferrals, the Committee shall establish rules and procedures for making such deferral elections and for the payment of such
deferrals, which shall conform in form and substance with applicable regulations promulgated under Section 409A of the Code and
Article 18 to ensure that the Grantee is not subjected to tax penalties under Section 409A of the Code with respect to such deferrals.
Except as otherwise provided in an Award Agreement, any payment or any Shares that are subject to such deferral shall be made or
delivered to the Grantee as specified in the Award Agreement or pursuant to the Grantee’s deferral election.


 


5.9       Extension
of Term of Award.


 


(a)       Notwithstanding
any provision of the Plan providing for the maximum term of an Award, in the event any Award would expire prior to exercise, vesting
or settlement because trading in Shares is prohibited by law or by any insider trading policy of the Company, the Committee may
extend the term of the Award (or provide for such in the applicable Award



    	23



    	



    

Agreement) until
thirty (30) days after the expiration of any such prohibitions to permit the Grantee to realize the value of the Award, provided
such extension (i) is permitted by law, (ii) does not violate Code Section 409A with respect to any Award, and (iii) does not otherwise
adversely impact the tax consequences of the Award (such as with respect to incentive stock options and related Awards).


 


(b)       This
Section 5.9(b) applies to an Option or SAR if (i) the Grantee to whom the Option or SAR was granted remains in the continuous employment
or service of the Company or an Affiliate from the date the Option or SAR was granted until the expiration date of such Option
or SAR, (ii) on the expiration date the Fair Market Value of a share exceeds the exercise price of the Option or SAR, (iii) the
Option or SAR has become exercisable on or before the expiration date and (iv) the term of the Option or SAR will not be extended
as described above. In that event, each Option or SAR to which this Section 5.9(b) applies shall be exercised automatically on
the expiration date to the extent that it is outstanding and unexercised on such date. An Option that is exercised pursuant to
this Section 5.9(b) shall result in the issuance to the Grantee of that number of whole Shares that have a Fair Market Value that
most nearly equals, but does not exceed, the excess of the Fair Market Value of a Share on the expiration date over the Option
exercise price multiplied by the number of Shares subject to the exercisable portion of the Option. An SAR that is exercise pursuant
to this Section 5.9(b) shall be settled in accordance with its terms on the expiration date.


 


5.10     Conditions
on Delivery of Shares. The Company will not be obligated to deliver any Shares under the Plan or remove restrictions from Shares
previously delivered under the Plan until (i) all Award conditions have been met or removed to the Company’s satisfaction,
(ii) as determined by the Company, all other legal matters regarding the issuance and delivery of such Shares have been satisfied,
including any applicable securities laws and stock exchange or stock market rules and regulations, and (iii) the Grantee has executed
and delivered to the Company such representations or agreements as the Administrator deems necessary or appropriate to satisfy
any Applicable Laws. The Company’s inability to obtain authority from any regulatory body having jurisdiction, which the
Administrator determines is necessary to the lawful issuance and sale of any Shares, will relieve the Company of any liability
for failing to issue or sell such Shares as to which such requisite authority has not been obtained.



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Article 6

Stock Options


 


6.1       Grant
of Options. Subject to and consistent with the provisions of the Plan, Options may be granted to any Eligible Person in such
number, and upon such terms, and at any time and from time to time as shall be determined by the Committee.


 


6.2       Award
Agreement. Each Option grant shall be evidenced by an Award Agreement that shall specify the Exercise Price, the Term of the
Option, the number of Shares to which the Option pertains, the time or times at which such Option shall be exercisable whether
the Option is intended to be a Nonqualified Stock Option or an Incentive Stock Option and such other provisions as the Committee
shall determine. Except as otherwise set forth in Section 5.6(b) above, no Option shall have a term of more than ten (10) years
after its Grant Date, subject to earlier termination as provided herein or in the applicable Award Agreement. No Option may be
exercised at a time when such exercise and/or the issuance of Shares pursuant to such exercise would be in breach of Applicable
Law. No dividend rights or Dividend Equivalents may be granted in conjunction with any grant of Options.


 


6.3       Option
Exercise Price. The Exercise Price of an Option under this Plan shall be determined in the sole discretion of the Committee
but may not be less than one hundred percent (100%) of the Fair Market Value of a Share on the Grant Date (except as otherwise
set forth in Section 5.6(b) above) and in no event will be less than the nominal value per Share if required by applicable law.


 


6.4      Grant
of Incentive Stock Options. At the time of the grant of any Option, the Committee may in its discretion designate that such
Option shall be made subject to additional restrictions to permit it to qualify as an Incentive Stock Option. An Option designated
as an Incentive Stock Option:


 


(a)       shall
be granted only to an employee of the Company or a Subsidiary Corporation;


 


(b)       shall
have an Exercise Price of not less than one hundred percent (100%) of the Fair Market Value of a Share on the Grant Date, and,
if granted to a person who owns capital stock (including stock treated as owned under Section 424(d) of the Code) possessing more
than ten percent (10%) of the total combined voting power of all classes of capital stock of the Company or any Subsidiary Corporation
(a “More Than Ten Percent (10%) Owner”), have an Exercise Price not less than one hundred and ten percent (110%)
of the Fair Market Value of a Share on its Grant Date;


 


(c)       shall
be for a period of not more than 10 years (five years if the Grantee is a More Than 10% Owner) from its Grant Date, and shall be
subject to earlier termination as provided herein or in the applicable Award Agreement;


 


(d)       shall
not have an aggregate Fair Market Value (as of the Grant Date) of the Shares with respect to which Incentive Stock Options (whether
granted under the Plan or any other stock option plan of the Grantee’s employer or any parent or Subsidiary Corporation (“Other
Plans”)) are exercisable for the first time by such Grantee during any calendar year (“Current Grant”), determined
in accordance with the provisions of Section 422 of the Code, which exceeds $100,000 (the “$100,000 Limit”);


 


(e)       shall,
if the aggregate Fair Market Value of the Shares (determined on the Grant Date) with respect to the Current Grant and all Incentive
Stock Options previously granted under the Plan and any Other Plans which are exercisable for the first time during a calendar
year



    	25



    	



    

(“Prior
Grants”) would exceed the $100,000 Limit, be, as to the portion in excess of the $100,000 Limit, exercisable as a separate
option that is not an Incentive Stock Option at such date or dates as are provided in the Current Grant;


 


(f)        shall
require the Grantee to notify the Committee of any disposition of any Shares delivered pursuant to the exercise of the Incentive
Stock Option under the circumstances described in Section 421(b) of the Code (relating to holding periods and certain disqualifying
dispositions) (“Disqualifying Disposition”) within 10 days of such a Disqualifying Disposition;


 


(g)       shall
by its terms not be assignable or transferable other than by will or the laws of descent and distribution and may be exercised,
during the Grantee’s lifetime, only by the Grantee; provided, however, that the Grantee may, to the extent provided in the
Plan in any manner specified by the Committee, designate in writing a beneficiary to exercise his or her Incentive Stock Option
after the Grantee’s death; and


 


(h)       shall,
if such Option nevertheless fails to meet the foregoing requirements, or otherwise fails to meet the requirements of Section 422
of the Code for an Incentive Stock Option, be treated for all purposes of this Plan, except as otherwise provided in subsections
(d) and (e) above, as an Option that is not an Incentive Stock Option.


 


Notwithstanding the
foregoing and Section 3.2, the Committee may, without the consent of the Grantee, at any time before the exercise of an Option
(whether or not an Incentive Stock Option), take any action necessary to prevent such Option from being treated as an Incentive
Stock Option. No Option that is intended to be an Incentive Stock Option shall be invalid for failure to qualify as an Incentive
Stock Option.


 


6.5       Payment
of Exercise Price. Except as otherwise provided by the Committee in an Award Agreement, Options shall be exercised by the delivery
of a written notice of exercise to the Company, setting forth the number of Shares with respect to which the Option is to be exercised,
accompanied by full payment for the Shares made by any one or more of the following means:


 


(a)       cash,
personal check, cash equivalent or wire transfer;


 


(b)       subject
to Applicable Law and with the approval of the Committee, by delivery of Shares owned by the Grantee prior to exercise, valued
at their Fair Market Value on the date of exercise;


 


(c)       subject
to Applicable Law and with the approval of the Committee, Shares acquired upon the exercise of such Option, such Shares valued
at their Fair Market Value on the date of exercise;


 


(d)       subject
to Applicable Law and with the approval of the Committee, Restricted Shares held by the Grantee prior to the exercise of the Option,
each such share valued at the Fair Market Value of a Share on the date of exercise; or


 


(e)       subject
to Applicable Law (including the prohibited loan provisions of Section 402 of the Sarbanes Oxley Act of 2002), through the sale
of the Shares acquired on exercise of the Option through a broker-dealer to whom the Grantee has submitted an irrevocable notice
of exercise and irrevocable instructions to deliver promptly to the Company the amount of sale proceeds sufficient to pay for such
Shares, together with, if requested by the Company, the



    	26



    	



    

amount of federal,
state, local or foreign withholding taxes payable by Grantee by reason of such exercise.


 


The Committee may in
its discretion specify that, if any Restricted Shares (“Tendered Restricted Shares”) are used to pay the Exercise
Price, (x) all the Shares acquired on exercise of the Option shall be subject to the same restrictions as the Tendered Restricted
Shares, determined as of the date of exercise of the Option, or (y) a number of Shares acquired on exercise of the Option equal
to the number of Tendered Restricted Shares shall be subject to the same restrictions as the Tendered Restricted Shares, determined
as of the date of exercise of the Option.


 


Article 7

Stock Appreciation Rights


 


7.1       Issuance.
Subject to and consistent with the provisions of the Plan, the Committee, at any time and from time to time, may grant SARs to
any Eligible Person either alone or in addition to other Awards granted under the Plan. Such SARs may, but need not, be granted
in connection with a specific Option granted under Article 6. The Committee may impose such conditions or restrictions on the exercise
of any SAR as it shall deem appropriate. No dividend rights or Dividend Equivalents may be granted in conjunction with any grant
of SARs.


 


7.2       Award
Agreements. Each SAR grant shall be evidenced by an Award Agreement in such form as the Committee may approve and shall contain
such terms and conditions not inconsistent with other provisions of the Plan as shall be determined from time to time by the Committee.
Except as otherwise set forth in Section 5.6(b) above, no SAR shall have a term of more than ten (10) years after its Grant Date,
subject to earlier termination as provided herein or in the applicable Award Agreement. No SAR may be exercised at a time when
such exercise and/or the issuance of Shares pursuant to such exercise would be in breach of Applicable Law.


 


7.3       SAR
Exercise Price. The Exercise Price of a SAR shall be determined by the Committee in its sole discretion; provided that, except
as otherwise set forth in Section 5.6(b), the Exercise Price shall not be less than one hundred percent (100%) of the Fair Market
Value of a Share on the date of the grant of the SAR (or the exercise price of the related Option if granted in tandem therewith.


 


7.4       Exercise
and Payment. Upon the exercise of an SAR, a Grantee shall be entitled to receive payment from the Company in an amount determined
by multiplying:


 


(a)       The
excess of the Fair Market Value of a Share on the date of exercise over the Exercise Price; by


 


(b)       The
number of Shares with respect to which the SAR is exercised.


 


SARs shall be deemed
exercised on the date written notice of exercise in a form acceptable to the Committee is received by the Secretary of the Company.
The Company shall make payment in respect of any SAR within thirty (30) days of the date the SAR is exercised, unless the Award
Agreement specifically provides otherwise. Any payment by the Company in respect of a SAR may be made in cash, Shares, other property,
or any combination thereof, as the Committee, in its sole discretion, shall determine.



    	27



    	



    

7.5       Grant
Limitations. The Committee may at any time impose any other limitations upon the exercise of SARs which, in the Committee’s
sole discretion, are necessary or desirable in order for Grantees to qualify for an exemption from Section 16(b) of the Exchange
Act.


 


Article 8

Restricted Shares


 


8.1       Grant
of Restricted Shares. Subject to and consistent with the provisions of the Plan, the Committee, at any time and from time to
time, may grant Restricted Shares to any Eligible Person in such amounts as the Committee shall determine.


 


8.2       Award
Agreement. Each grant of Restricted Shares shall be evidenced by an Award Agreement that shall specify the Period(s) of Restriction,
the number of Restricted Shares granted, and such other provisions as the Committee shall determine. The Committee may impose such
conditions and/or restrictions on any Restricted Shares granted pursuant to the Plan as it may deem advisable, including restrictions
based upon the achievement of specific time-based restrictions, Performance Measures, time-based restrictions on vesting following
the attainment of the Performance Measures, and/or restrictions under Applicable Law.


 


8.3       Consideration
for Restricted Shares. The Committee shall determine the amount, if any, that a Grantee shall pay for Restricted Shares provided
that it shall be no less than the nominal value per Restricted Share if required to be paid by applicable law.


 


8.4       Effect
of Forfeiture. If Restricted Shares are Forfeited, and if the Grantee was required to pay for such shares or acquired such
Restricted Shares upon the exercise of an Option, the Grantee shall be deemed to have resold such Restricted Shares to the Forfeiture
Transferee at a price equal to the lesser of (x) the amount paid by the Grantee for such Restricted Shares, or (y) the Fair Market
Value of a Share on the date of such Forfeiture. The Forfeiture Transferee shall pay to the Grantee the deemed sale price as soon
as is administratively practical. Such Restricted Shares shall cease to be outstanding and shall no longer confer on the Grantee
thereof any rights as a stockholder of the Company, from and after the date of the event causing the Forfeiture, whether or not
the Grantee accepts the Company’s tender of payment for such Restricted Shares.


 


8.5       Voting
and Dividend Equivalent Rights Attributable to Restricted Shares. A Grantee awarded Restricted Shares will have all voting
rights with respect to such Restricted Shares. Unless the Committee determines and sets forth in the Award Agreement that Grantee
will not be entitled to receive any dividends with respect to such Restricted Shares, a Grantee will have the right to receive
all dividends in respect of such Restricted Shares, which dividends shall be either deemed reinvested in additional shares of Restricted
Shares, which shall remain subject to the same forfeiture conditions applicable to the Restricted Shares to which such dividends
relate, or paid in cash if and at the time the Restricted Shares are no longer subject to forfeiture, as the Committee shall set
forth in the Award Agreement. No dividends may be paid with respect to Restricted Shares that are Forfeited.


 


8.6       Escrow;
Legends. The Committee may provide that the certificates for any Restricted Shares if certificated (x) shall be held (together
with a stock transfer form executed in blank by the Grantee) in escrow by the Secretary of the Company until such Restricted Shares
become non-Forfeitable or are Forfeited and/or (y) shall bear an appropriate legend restricting the transfer of such Restricted
Shares under the Plan. If any Restricted Shares become nonforfeitable, the Company shall cause certificates for such shares to
be delivered without such legend.



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Article 9

Deferred Stock and Restricted Stock Units



 


9.1       Grant
of Deferred Stock and Restricted Stock Units. Subject to and consistent with the provisions of the Plan, the Committee, at
any time and from time to time, may grant Deferred Stock and/or Restricted Stock Units to any Eligible Person, in such amount and
upon such terms as the Committee shall determine. Deferred Stock must conform in form and substance with applicable regulations
promulgated under Section 409A of the Code and with Article 17 to ensure that the Grantee is not subjected to tax penalties under
Section 409A of the Code with respect to such Deferred Stock.


 


9.2       Vesting
and Delivery.


 


(a)       Delivery
of Shares subject to a Deferred Stock grant will occur upon expiration of the deferral period or upon the occurrence of one or
more of the distribution events described in Section 409A(a)(2) of the Code as specified by the Committee in the Grantee’s
Award Agreement for the Award of Deferred Stock. An Award of Deferred Stock may be subject to such substantial risk of forfeiture
conditions as the Committee may impose, which conditions may lapse at such times or upon the achievement of such objectives as
the Committee shall determine at the time of grant or thereafter. Unless otherwise determined by the Committee, to the extent that
the Grantee has a Termination of Service while the Deferred Stock remains subject to a substantial risk of forfeiture, such Deferred
Shares shall be forfeited, unless the Committee determines that such substantial risk of forfeiture shall lapse in the event of
the Grantee’s Termination of Service due to death, Disability, or involuntary termination by the Company or an Affiliate
without “Cause.”


 


(b)       Delivery
of Shares subject to a grant of Restricted Stock Units shall occur no later than the 15th day of the third month following the
end of the taxable year of the Grantee or the fiscal year of the Company in which the Grantee’s rights under such Restricted
Stock Units are no longer subject to a substantial risk of forfeiture as defined in final regulations under Section 409A of the
Code. Unless otherwise determined by the Committee, to the extent that the Grantee has a Termination of Service while the Restricted
Stock Units remains subject to a substantial risk of forfeiture, such Restricted Stock Units shall be
forfeited, unless the Committee determines that such substantial risk of forfeiture shall lapse in the event of the Grantee’s
Termination of Service due to death, Disability, or involuntary termination by the Company or an Affiliate without Cause.


 


9.3       Voting
and Dividend Equivalent Rights Attributable to Deferred Stock and Restricted Stock Units. A Grantee awarded Deferred Stock
or Restricted Stock Units will have no voting rights with respect to such Deferred Stock or Restricted Stock Units prior to the
delivery of Shares in settlement of such Deferred Stock and/or Restricted Stock Units. Unless the Committee determines and sets
forth in the Award Agreement that a Grantee will not be entitled to receive any such Dividend Equivalents with respect to such
Deferred Stock or Restricted Stock Units, the Grantee will have the right to receive Dividend Equivalents in respect of Deferred
Stock and/or Restricted Stock Units, which Dividend Equivalents shall be either deemed reinvested in additional Shares of Deferred
Stock or Restricted Stock Units, as applicable, which shall remain subject to the same forfeiture conditions applicable to the
Deferred Stock or Restricted Stock Units to which such Dividend Equivalents relate, or paid in cash if and at the time the Deferred
Stock or Restricted Stock Units are no longer subject to forfeiture and deliverable, as the Committee shall set forth in the Award
Agreement. No Dividend Equivalents may be paid on Deferred Stock or Restricted Stock Units that are Forfeited.



    	29



    	



    

Article 10

Performance Units and Performance Shares


 


10.1     Grant
of Performance Units and Performance Shares. Subject to and consistent with the provisions of the Plan, Performance Units or
Performance Shares may be granted to any Eligible Person in such amounts and upon such terms, and at any time and from time to
time, as shall be determined by the Committee.


 


10.2     Value/Performance
Goals. The Committee shall set Performance Measures in its discretion which, depending on the extent to which they are met,
will determine the number or value of Performance Units or Performance Shares that will be paid to the Grantee.


 


(a)       Each
Performance Unit shall have an initial value that is established by the Committee at the time of grant.


 


(b)       Each
Performance Share shall have an initial value equal to the Fair Market Value of a Share on the date of grant.


 


10.3     Earning
of Performance Units and Performance Shares. After the applicable Performance Period has ended, the holder of Performance Units
or Performance Shares shall be entitled to payment based on the level of achievement of performance goals set by the Committee.
If a Performance Unit or Performance Share Award is intended to comply with the Performance-Based Exception, the Committee shall
certify the level of achievement of the performance goals before the Award is settled.


 


At the discretion of
the Committee, the settlement of Performance Units or Performance Shares may be in cash, Shares of equivalent value, or in some
combination thereof, as set forth in the Award Agreement provided that if is to be in Shares, issuance of the Shares shall be subject
to payment by the Grantee in cash of the nominal value for each Share so issued.


 


If a Grantee is promoted,
demoted or transferred to a different business unit of the Company during a Performance Period, then, to the extent the Committee
determines that the Award, the performance goals, or the Performance Period are no longer appropriate, the Committee may adjust,
change, eliminate or cancel the Award, the performance goals, or the applicable Performance Period, as it deems appropriate in
order to make them appropriate and comparable to the initial Award, the performance goals, or the Performance Period.


 


Unless the Committee
determines and sets forth in the Award Agreement that a Grantee will not be entitled to receive any dividends or Dividend Equivalents
declared with respect to Shares deliverable in connection with grants of Performance Units or Performance Shares, the Grantee shall
have the right to vote the Shares in respect of such Performance Shares and the right to receive any dividends or Dividend Equivalents
in respect of such Performance Units and Performance Shares, which dividends and Dividend Equivalents shall either be deemed reinvested
in additional Shares of Performance Units or Performance Shares, as applicable, which shall remain subject to the same forfeiture
conditions applicable to the Performance Units or Performance Shares to which such dividends and Dividend Equivalents relate, or
paid in cash if and at the time the Performance Units or Performance Shares are payable and/or no longer subject to forfeiture,
as the Committee shall set forth in the Award Agreement. No dividends or Dividend Equivalents may be paid on Performance Units
or Performance Shares that are forfeited.


 


Article 11

Dividend Equivalents


 


The Committee is authorized
to grant Awards of Dividend Equivalents alone or in conjunction with other Awards; provided, however, that no Dividend Equivalents
may be granted in conjunction with



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any grant of Options
or SARs, and no Dividend Equivalents may be paid on any Awards other than Options and SARs unless and until the Awards become vested,
nonforfeitable and/or payable. The Committee may provide that Dividend Equivalents not paid in connection with an Award shall either
be (i) paid or distributed in cash when the Dividend Equivalents or Awards to which such Dividend Equivalents relate become vested,
nonforfeitable and/or payable or (ii) deemed to have been reinvested in additional Dividends Equivalents or Awards.


 


Article 12

Bonus Shares


 


Subject to the terms
of the Plan, including without limitation the repricing restrictions set forth in Section 3.3 and the minimum requirements set
forth in Section 5.3, the Committee may grant Bonus Shares to any Eligible Person, in such amount and upon such terms and at any
time and from time to time as shall be determined by the Committee.


 


Article 13

Other Stock-Based Awards


 


The Committee is authorized,
subject to limitations under Applicable Law, to grant such other Awards that are denominated or payable in, valued in whole or
in part by reference to, or otherwise based on, or related to, Shares, as deemed by the Committee to be consistent with the purposes
of the Plan, including Shares awarded which are not subject to any restrictions or conditions, convertible or exchangeable debt
securities or other rights convertible or exchangeable into Shares, and Awards valued by reference to the value of securities of
or the performance of specified Affiliates. Subject to and consistent with the provisions of the Plan, the Committee shall determine
the terms and conditions of such Awards. Except as provided by the Committee, Shares delivered pursuant to a purchase right granted
under this Article 13 shall be purchased for such consideration, paid for by such methods and in such forms, including cash, Shares,
outstanding Awards or other property, as the Committee shall determine.


 


Article 14

Non-Employee Director Awards


 


Subject to the terms
of the Plan, the Committee may grant Awards to any Non-Employee Director, in such amount and upon such terms and at any time and
from time to time as shall be determined by the Committee in its sole discretion. Except as otherwise provided in Section 5.6(b),
a Non-Employee Director may not be granted Awards during any single calendar year that, taken together with any cash fees paid
to such Non-Employee Director during such calendar year in respect of the Non-Employee Director’s service as a member of
the Board during such year, exceeds $750,000 in total value (calculating the value of any such Awards based on the grant date fair
value of such Awards for financial accounting purposes). Notwithstanding the foregoing, the Board may make exceptions to the foregoing
limit (up to twice such limit) for a non-executive chair of the Board or, in extraordinary circumstances, for other individual
Non-Employee Directors, as the Board may determine, provided that the Non-Employee Director receiving such Awards may not participate
in the decision to make such Awards.


 


Article 15

Cash Incentive Awards


 


15.1     Cash
Incentive Awards. Subject to the terms and provisions of the Plan, the Committee, at any time and from time to time, may grant
Cash Incentive Awards to any Eligible Person in such amounts and upon such terms, including the achievement of specific Performance
Measures during the performance period, as the Committee may determine. An Eligible Person



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may have more
than one Cash Incentive Award outstanding at any time. For instance, the Committee may grant an Eligible Person one Cash Incentive
Award with a calendar year or fiscal year performance period (an annual incentive bonus) and a separate Cash Incentive Award with
a performance period that covers more than one calendar or fiscal year (a long-term cash incentive bonus).


 


15.2     Value
of Cash Incentive Awards. Each Cash Incentive Award shall specify a payment amount or payment range as determined by the Committee.
The Committee shall establish performance goals applicable to each Cash Incentive Award in its discretion and the amount that will
be paid to the Grantee pursuant to such Cash Incentive Award if the applicable Performance Measures for the performance period
are met.


 


15.3     Payment
of Cash Incentive Awards. Payment, if any, with respect to a Cash Incentive Award shall be made in cash in accordance with
the terms of the Award Agreement; provided, however, that if the Award Agreement does not specify a payment date with respect to
a Cash Incentive Award, payment of the Cash Incentive Award will be made no later than the 15th day of the third month following
the end of the taxable year of the Grantee or the fiscal year of the Company during which the performance period ends.


 


15.4     Termination
of Service. The Committee shall determine the extent to which a Grantee shall have the right to receive Cash Incentive Awards
following his or her Termination of Service. Such provisions shall be determined in the sole discretion of the Committee, such
provisions may be included in an Award Agreement entered into with each Grantee, but need not be uniform among all Cash Incentive
Awards granted pursuant to the Plan, and may reflect distinctions based on the reasons for termination.


 


Article 16

LTIP Unit Awards


 


16.1     LTIP
Unit Awards. The Committee is authorized to grant to Eligible Persons Awards in the form of, and cause Holdings to issue, LTIP
Units, having the rights, voting powers, restrictions, limitations as to distributions, qualifications, redemption and conversion
terms, vesting terms and other terms and conditions set forth herein and in the LLC Agreement. To the extent that such LTIP Units
are convertible or exchangeable into Shares, each LTIP Unit awarded will be equivalent to an award of one Share for purposes of
reducing the number of Shares available under the Plan on a one-for-one basis pursuant to Section 4.1.


 


Article 17

Amendment, Modification, and Termination


 


17.1     Amendment,
Modification, and Termination. Subject to Section 17.2, the Board may, at any time and from time to time, alter, amend, suspend,
discontinue or terminate the Plan in whole or in part without the approval of the Company’s stockholders, except that (a)
any amendment or alteration shall be subject to the approval of the Company’s stockholders if such stockholder approval is
required by any Applicable Law, and (b) the Board may otherwise, in its discretion, determine to submit other such amendments or
alterations to stockholders for approval.


 


17.2     Awards
Previously Granted. Except as otherwise specifically permitted in the Plan or an Award Agreement, no termination,
amendment, or modification of the Plan shall adversely affect in any material way any Award previously granted under the
Plan, without the written consent of the Grantee of such Award. Notwithstanding the foregoing, the Board reserves the
authority to terminate a 409A Award granted under the Plan in return for payment of the vested portion of the 409A Award
provided the termination and payment satisfies the rules under Section 409A of the Code.



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Article 18

Compliance with Code Section 409A


 


18.1     Awards
Subject to Code Section 409A. The provisions of this Article 18 shall apply to any Award or portion thereof that is or becomes
deferred compensation subject to Code Section 409A (a “409A Award”), notwithstanding any provision to the contrary
contained in the Plan or the Award Agreement applicable to such Award.


 


18.2     Deferral
and/or Distribution Elections. Except as otherwise permitted or required by Code Section 409A, the following rules shall apply
to any deferral and/or elections by the participant as to the form or timing of distributions (each, an “Election”)
that may be permitted or required by the Committee with respect to a 409A Award:


 


(a)       Any
Election must be in writing and specify the amount being deferred, and the time and form of distribution (i.e., lump sum or installments)
as permitted by this Plan. An Election may but need not specify whether payment will be made in cash, Shares or other property.


 


(b)      Any
Election shall become irrevocable as of the deadline specified by the Committee, which shall not be later than December 31 of the
year preceding the year in which services relating to the Award commence; provided, however, that if the Award qualifies as “performance-based
compensation” for purposes of Code Section 409A and is based on services performed over a period of at least twelve (12)
months, then the deadline may be no later than six (6) months prior to the end of such Performance Period and the Committee may
determine other such deadlines to the extent permitted by Section 409A of the Code.


 


(c)       Unless
otherwise provided by the Committee, an Election shall continue in effect until a written election to revoke or change such Election
is received by the Committee, prior to the last day for making an Election for the subsequent year.


 


18.3     Subsequent
Elections. Except as otherwise permitted or required by Code Section 409A, any 409A Award that permits a subsequent Election
by the Grantee to further defer the distribution or change the form of distribution shall comply with the following requirements:


 


(a)       No
subsequent Election may take effect until at least twelve (12) months after the date on which the subsequent Election is made;


 


(b)       Each
subsequent Election related to a distribution upon separation from service, a specified time, or a change in control as defined
in Section 18.4(e) must result in a delay of the distribution for a period of not less than five (5) years from the date such distribution
would otherwise have been made; and


 


(c)       No
subsequent Election related to a distribution to be made at a specified time or pursuant to a fixed schedule shall be made less
than twelve (12) months prior to the date the first scheduled payment would otherwise be made.


 


18.4     Distributions
Pursuant to Deferral Elections. Except as otherwise permitted or required by Code Section 409A, no distribution in settlement
of a 409A Award may commence earlier than:


 


(a)       Separation
from Service;


 


(b)       The
date the Grantee becomes Disabled (as defined in Section 2.23(b);



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(c)       The
Grantee’s death;


 


(d)       A
specified time (or pursuant to a fixed schedule) that is either (i) specified by the Committee upon the grant of the Award and
set forth in the Award Agreement or (ii) specified by the Grantee in an Election complying with the requirements of Section 18.2
and/or 18.3, as applicable; or


 


(e)       A
change in control of the Company within the meaning of Treasury Regulation Section 1.409A-3(h)(5).


 


18.5     Six
Month Delay. Notwithstanding anything herein or in any Award Agreement or Election to the contrary, to the extent that distribution
of a 409A Award is triggered by a Grantee’s Separation from Service, if the Grantee is then a “specified employee”
(as defined in Treasury Regulation Section 1.409A-1(i)), no distribution may be made before the date which is six (6) months after
such Grantee’s Separation from Service, or, if earlier, the date of the Grantee’s death.


 


18.6     Death
or Disability. Unless the Award Agreement otherwise provides, if a Grantee dies or becomes Disabled before complete distribution
of amounts payable upon settlement of a 409A Award, such undistributed amounts, to the extent vested, shall be distributed as provided
in the Grantees Election. If the Grantee has made no Election with respect to distributions upon death or Disability, all such
distributions shall be paid in a lump sum within 90 days following the date of the Grantee’s death or Disability.


 


18.7     No
Acceleration of Distributions. This Plan does not permit the acceleration of the time or schedule of any distribution under
a 409A Award, except as provided by Code Section 409A and/or applicable regulations or rulings issued thereunder.


 


18.8     Short-Term
Deferral. If an Award Agreement does not specify a payment date, payment of the Award will be made no later than the 15th day
of the third month following the end of the taxable year of the Grantee, or the fiscal year of the Company, during which the Grantee’s
right to payment is no longer subject to a substantial risk of forfeiture under Section 409A of the Code.


 


Article 19

Withholding


 


19.1     Required
Withholding.


 


(a)       The
Committee in its sole discretion may provide that when taxes are to be withheld in connection with the exercise of an Option or
SAR, or upon the lapse of restrictions on Restricted Shares, or upon the transfer of Shares, or upon payment of any other benefit
or right under this Plan (the date on which such exercise occurs or such restrictions lapse or such payment of any other benefit
or right occurs hereinafter referred to as the “Tax Date”), the Grantee may elect to make payment for the withholding
of federal, state and local taxes, including Social Security and Medicare (“FICA”) taxes by one or a combination
of the following methods:


 


(i)     payment
of an amount in cash equal to the amount to be withheld (including cash obtained through the sale of the Shares acquired on exercise
of an Option or SAR, upon the lapse of restrictions on Restricted Shares, or upon the transfer of



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Shares, through
a broker-dealer to whom the Grantee has submitted irrevocable instructions to deliver promptly to the Company, the amount to be
withheld);


 


(ii)     delivering
part or all of the amount to be withheld in the form of Shares valued at its Fair Market Value on the Tax Date;


 


(iii)     requesting
the Company to withhold from those Shares that would otherwise be received upon exercise of the Option or SAR, upon the lapse of
restrictions on Restricted Stock, or upon the transfer of Shares, a number of Shares having a Fair Market Value on the Tax Date
equal to the amount to be withheld; or


 


(iv)     withholding
from any compensation otherwise due to the Grantee.


 


The Committee
in its sole discretion may provide that the maximum amount of tax withholding upon exercise of an Option or SARs, upon the lapse
of restrictions on Restricted Shares, or upon the transfer of Shares, to be satisfied by withholding Shares upon exercise of such
Option or SAR, upon the lapse of restrictions on Restricted Shares, or upon the transfer of Shares, pursuant to clause (iii) above
shall not exceed the minimum amount of taxes, including FICA taxes, required to be withheld under federal, state and local law
that will not result in adverse financial accounting consequences with respect to such Awards and is permitted under applicable
withholding rules promulgated by the Internal Revenue Service or another applicable governmental entity. An election by Grantee
under this subsection is irrevocable. Any fractional share amount and any additional withholding not paid by the withholding or
surrender of Shares must be paid in cash. If no timely election is made, the Grantee must deliver cash to satisfy all tax withholding
requirements.


 


(b)       Any
Grantee who makes a Disqualifying Disposition (as defined in Section 6.4(f)) or an election under Section 83(b) of the Code shall
remit to the Company an amount, if any, sufficient to satisfy all resulting tax withholding requirements in the same manner as
set forth in subsection (a) (other than (a)(iii) above).


 


19.2     Notification
under Code Section 83(b). If the Grantee, in connection with the exercise of any Option, or the grant of Restricted Shares,
makes the election permitted under Section 83(b) of the Code to include in such Grantee’s gross income in the year of transfer
the amounts specified in Section 83(b) of the Code, then such Grantee shall notify the Company of such election within 10 days
of filing the notice of the election with the Internal Revenue Service, in addition to any filing and notification required pursuant
to regulations issued under Section 83(b) of the Code. The Committee may, in connection with the grant of an Award or at any time
thereafter, prohibit a Grantee from making the election described above.


 


Article 20

Limitation on Benefits


 


Despite any other provisions
of this Plan to the contrary, if the receipt of any payments or benefits under this Plan, alone or in combination with any other
payments or distributions under any other plan, agreement or arrangement, would subject a Grantee to tax under Code Section 4999,
the Committee may determine whether some amount of such payments or benefits would meet the definition of a “Reduced Amount.”
If the Committee determines that there is a Reduced Amount, the total payments or benefits to the Grantee under all Awards must
be reduced to such Reduced Amount, but not below zero, with the amounts to be reduced so as to maximize the aggregate Net After
Tax Receipts to the Grantee. If the Committee determines that the benefits and payments must be reduced to the Reduced Amount,
the



    	35



    	



    

Company must promptly
notify the Grantee of that determination, with a copy of the detailed calculations by the Committee. All determinations of the
Committee under this Article 20 are final, conclusive and binding upon the Company and the Grantee. It is the intention of the
Company and the Grantee to reduce the payments under this Plan only if the aggregate Net After Tax Receipts to the Grantee would
thereby be increased. As result of the uncertainty in the application of Code Section 4999 at the time of the initial determination
by the Committee under this Article 20, however, it is possible that amounts will have been paid under the Plan to or for the benefit
of a Grantee which should not have been so paid (“Overpayment”) or that additional amounts which will not have
been paid under the Plan to or for the benefit of a Grantee could have been so paid (“Underpayment”), in each
case consistent with the calculation of the Reduced Amount. If the Committee, based either upon the assertion of a deficiency by
the Internal Revenue Service against the Company or the Grantee, which the Committee believes has a high probability of success,
or controlling precedent or other substantial authority, determines that an Overpayment has been made, any such Overpayment must
be treated for all purposes as a loan, to the extent permitted by applicable law, which the Grantee must repay to the Company together
with interest at the applicable federal rate under Code Section 7872(f)(2); provided, however, that no such loan may be deemed
to have been made and no amount shall be payable by the Grantee to the Company if and to the extent such deemed loan and payment
would not either reduce the amount on which the Grantee is subject to tax under Code Section 1, 3101 or 4999 or generate a refund
of such taxes. If the Committee, based upon controlling precedent or other substantial authority, determines that an Underpayment
has occurred, the Committee must promptly notify the Company of the amount of the Underpayment, which then shall be paid promptly
to the Grantee but no later than the end of the Grantee’s taxable year next following the Grantee’s taxable year in
which the determination is made that the underpayment has occurred. For purposes of this Article 20, (i) “Net After Tax
Receipt” means the Present Value of payments and benefits under this Plan and any other plan, agreement or arrangement,
net of all taxes imposed on Grantee with respect thereto under Code Sections 1, 3101 and 4999, determined by applying the highest
marginal rate under Code Section 1 which applies to the Grantee’s taxable income for the applicable taxable year; (ii) “Present
Value” means the value determined in accordance with Code Section 280G(d)(4) and (iii) “Reduced Amount”
means the smallest aggregate amount of all payments and benefits under this Plan and any other plan, agreement or arrangement,
which (a) is less than the sum of all such payments and benefits under this Plan and any other plan, agreement or arrangement,
and (b) results in aggregate Net After Tax Receipts which are equal to or greater than the Net After Tax Receipts which would result
if the aggregate payments and benefits under this Plan and any other plan, agreement or arrangement, were any other amount less
than the sum of all payments and benefits to be made under this Plan. Any reduction of payments or benefits pursuant to this Article
19 shall be made in the following order: (i) first against any cash compensation in order of the latest amounts to be paid and
otherwise on a pro rata basis, (ii) second against any benefits otherwise payable in order of the latest amounts to be delivered
and otherwise on a pro rata basis; and (iii) third against any equity or related awards in order of the latest amounts to be settled
and otherwise on a pro rata basis.


 


Article 21

Additional Provisions


 


21.1     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.


 


21.2     Severability.
If any part of the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity
shall not invalidate any other part of the Plan. Any Section or part of a Section so declared to be unlawful or invalid shall,
if



    	36



    	



    

possible, be
construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while
remaining lawful and valid.


 


21.3     Requirements
of Law. The granting of Awards and the delivery of Shares under the Plan shall be subject to all Applicable Laws, rules, and
regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. Notwithstanding
any provision of the Plan or any Award, Grantees shall not be entitled to exercise, or receive benefits under, any Award, and the
Company (and any Affiliate) shall not be obligated to deliver any Shares or deliver benefits to a Grantee, if
such exercise or delivery would constitute a violation by the Grantee or the Company of any Applicable Law or regulation.


 


21.4     Securities
Law Compliance.


 


(a)       If
the Committee deems it necessary to comply with any Applicable Law, the Committee may impose any restriction on Awards or Shares
acquired pursuant to Awards under the Plan as it may deem advisable. In addition, if requested by the Company and any underwriter
engaged by the Company, Shares acquired pursuant to Awards may not be sold or otherwise transferred or disposed of for such period
following the effective date of any registration statement of the Company filed under the Securities Act as the Company or such
underwriter shall specify reasonably and in good faith, not to exceed 180 days in the case of the IPO or 90 days in the case of any other public offering. All certificates for Shares delivered under the Plan pursuant to
any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem
advisable under the rules, regulations and other requirements of the SEC, any stock exchange upon which Shares are then listed,
any applicable securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate
reference to such restrictions. If so requested by the Company, the Grantee shall make a written representation to the Company
that he or she will not sell or offer to sell any Shares unless a registration statement shall be in effect with respect to such
Shares under the Securities Act of 1933, as amended, and any applicable state securities law or unless he or she shall have furnished
to the Company, in form and substance satisfactory to the Company, that such registration is not required.


 


(b)       If
the Committee determines that the exercise or nonforfeitability of, or delivery of benefits pursuant to, any Award would violate
any Applicable Law or result in the imposition of excise taxes on the Company or its Affiliates under the statutes, rules or regulations
of any applicable jurisdiction, then the Committee may postpone any such exercise, nonforfeitability or delivery, as applicable,
but the Company shall use all reasonable efforts to cause such exercise, nonforfeitability or delivery to comply with all such
provisions at the earliest practicable date.


 


(c)       The
Committee may require each Grantee receiving Shares pursuant to an Award under the Plan to represent to and agree with the Company
in writing that the Grantee is acquiring the Shares without a view to distribution thereof. In addition to any legend required
by the Plan, the certificates for such Shares may include any legend that the Committee deems appropriate to reflect any restrictions
on transfer. All certificates for Shares delivered under the Plan shall be subject to such stop transfer orders and other restrictions
as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission,
any stock exchange upon which the Shares are then listed or any national securities exchange system upon whose system the Shares
are then quoted, any applicable federal or state securities law, and any applicable corporate law, and the Committee may cause
a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.



    	37



    	



    

(d)       A
Grantee shall be required to supply the Company with certificates, representations and information that the Company requests and
otherwise cooperate with the Company in obtaining any listing, registration, qualification, exemption, consent or approval the
Company deems necessary or appropriate.


 


21.5     Lock-Up
Agreement. As a condition to the grant of an Award, if requested by the Company and the lead underwriter of any public offering
of the Common Stock (the “Lead Underwriter”), a Grantee shall irrevocably agree not to sell, contract to sell,
grant any option to purchase, transfer the economic risk of ownership in, make any short sale of, pledge or otherwise transfer
or dispose of, any interest in any Common Stock or any securities convertible into, derivative of, or exchangeable or exercisable
for, or any other rights to purchase or acquire Common Stock (except Common Stock included in such public offering or acquired
on the public market after such offering) during such period of time following the effective date of a registration statement of
the Company filed under the Securities Act that the Lead Underwriter shall specify (the “Lock-Up Period”). The
Grantee shall further agree to sign such documents as may be requested by the Lead Underwriter to effect the foregoing and agree
that the Company may impose stop-transfer instructions with respect to Common Stock acquired pursuant to an Award until the end
of such Lock-Up Period.


 


21.6     Awards
Subject to Share Retention Guidelines and Claw-Back Policies. Notwithstanding any provisions herein to the contrary, (i) Shares
acquired by a Grantee under the Plan upon the exercise, payment or settlement of an Award shall be subject to the terms of any
Share retention guidelines currently in effect or subsequently adopted by the Board and (ii) all Awards granted hereunder shall
be subject to the terms of any recoupment policy currently in effect or subsequently adopted by the Board to implement Section
304 of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”), the Dodd-Frank Wall Street Reform and Consumer Protection
Act (“Dodd-Frank”) or Section 10D of the Exchange Act (or with any amendment or modification of such recoupment
policy adopted by the Board) to the extent that such Award (whether or not previously exercised or settled) or the value of such
Award is required to be returned to the Company pursuant to the terms of such recoupment policy.


 


21.7     No
Rights as a Stockholder. Unless otherwise determined by the Committee and set forth in the Award Agreement, no Grantee shall
have any rights as a stockholder of the Company with respect to the Shares (other than Restricted Shares) which may be deliverable
upon exercise or payment of such Award until such Shares have been delivered to him or her. Restricted Shares, whether held by
a Grantee or in escrow by the Secretary of the Company, shall confer on the Grantee all rights of a stockholder of the Company,
except as otherwise provided in the Plan or Award Agreement. At the time of grant of an Award, Committee may require the payment
of cash dividends thereon to be deferred and, if the Committee so determines, reinvested in additional Awards. Stock dividends
and deferred cash dividends issued with respect to Awards shall be subject to the same restrictions and other terms as apply to
the Awards with respect to which such dividends are issued the Committee may in its discretion provide for payment of interest
on deferred cash dividends.


 


21.8     Employee
Status. If the terms of any Award provide that it may be exercised or paid only during employment or continued service or within
a specified period of time after termination of employment or continued service, the Committee may decide to what extent leaves
of absence for governmental or military service, illness, temporary disability, or other reasons shall not be deemed interruptions
of continuous employment or service. For purposes of the Plan, employment and continued service shall be deemed to exist between
the Grantee and the Company and/or an Affiliate if, at the time of the determination, the Grantee is a director, officer,



    	38



    	



    

employee, consultant
or advisor of the Company or an Affiliate. A Grantee on military leave, sick leave or other bona fide leave of absence shall continue
to be considered an employee for purposes of the Plan during such leave if the period of leave does not exceed three months, or,
if longer, so long as the individual’s right to re-employment with the Company or any of its Affiliates is guaranteed either
by statute or by contract. If the period of leave exceeds three months, and the individual’s right to re-employment is not
guaranteed by statute or by contract, the employment shall be deemed to be terminated on the first day after the end of such three-month
period. Except as may otherwise be expressly provided in an Agreement, Awards granted to a director, officer, employee, consultant
or adviser shall not be affected by any change in the status of the Grantee so long as the Grantee continues to be a director,
officer, employee, consultant or advisor to the Company or any of its Affiliates (regardless of having changed from one to the
other or having been transferred from one entity to another). The Grantee’s employment or continued service shall not be
considered interrupted in the event the Committee, in its discretion and as specified at or prior to such occurrence, determines
there is no interruption in the case of a spin-off, sale or disposition of the Grantee’s employer from the Company or an
Affiliate, except that if the Committee does not otherwise specify such at or such prior to such occurrence, the Grantee will be
deemed to have a termination of employment or continuous service to the extent the Affiliate that employs the Grantee is no longer
the Company or an entity that qualifies as an Affiliate.


 


21.9     Nature
of Payments. Unless otherwise specified in the Award Agreement, Awards shall be special incentive payments to the Grantee and
shall not be taken into account in computing the amount of salary or compensation of the Grantee for purposes of determining any
pension, retirement, death or other benefit under (a) any pension, retirement, profit sharing, bonus, insurance or other employee
benefit plan of the Company or any Affiliate, except as such plan shall otherwise expressly provide, or (b) any agreement between
(i) the Company or any Affiliate and (ii) the Grantee, except as such agreement shall otherwise expressly provide.


 


21.10   Non-Exclusivity
of Plan. Neither the adoption of the Plan by the Board nor its submission to the stockholders of the Company for approval shall
be construed as creating any limitations on the power of the Board to adopt such other compensatory arrangements for employees
or Non-Employee Directors as it may deem desirable.


 


21.11   Governing
Law. The Plan, and all agreements hereunder, shall be construed in accordance with and governed by the laws of the State of
Delaware, other than its laws respecting choice of law, to the extent not preempted by federal law.


 


21.12   Jurisdiction;
Waiver of Jury Trial. Any suit, action or proceeding with respect to the Plan or any Award, or any judgment entered by any
court of competent jurisdiction in respect of any thereof, shall be resolved only in the courts of the State of Delaware or the
United States District Court for the  District of Delaware and the appellate courts having jurisdiction of appeals in such
courts. In that context, and without limiting the generality of the foregoing, the Company and each Grantee shall irrevocably and
unconditionally (a) submit in any proceeding relating to the Plan or any Award Agreement, or for the recognition and enforcement
of any judgment in respect thereof (a “Proceeding”), to the exclusive jurisdiction of the courts of the State
of Delaware, the court of the United States of America for the  District of Delaware, and appellate courts having jurisdiction
of appeals from any of the foregoing, and agree that all claims in respect of any such Proceeding shall be heard and determined
in such Delaware State court or, to the extent permitted by law, in such federal court, (b) consent that any such Proceeding may
and shall be brought in such courts and waives any objection that the Company and each Grantee may now or thereafter have to the
venue or jurisdiction of any such Proceeding



    	39



    	



    

in any such
court or that such Proceeding was brought in an inconvenient court and agree not to plead or claim the same, (c) waive all right
to trial by jury in any Proceeding (whether based on contract, tort or otherwise) arising out of or relating to the Plan or any
Award Agreement, (d) agree that service of process in any such Proceeding may be effected by mailing a copy of such process by
registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party, in the case of a Grantee,
at the Grantee’s address shown in the books and records of the Company or, in the case of the Company, at the Company’s
principal offices, attention General Counsel, and (e) agree that nothing in the Plan shall affect the right to effect service of
process in any other manner permitted by the laws of the State of Delaware.


 


21.13   Unfunded
Status of Awards; Creation of Trusts. The Plan is intended to constitute an “unfunded” plan for incentive and deferred
compensation. With respect to any payments not yet made to a Grantee pursuant to an Award, nothing contained in the Plan or any
Award Agreement shall give any such Grantee any rights that are greater than those of a general creditor of the Company; provided,
however, that the Committee may authorize the creation of trusts or make other arrangements to meet the Company’s obligations
under the Plan to deliver cash, Shares or other property pursuant to any Award which trusts or other arrangements shall be consistent
with the “unfunded” status of the Plan unless the Committee otherwise determines.


 


21.14   Affiliation.
Nothing in the Plan or an Award Agreement shall interfere with or limit in any way the right of the Company or any Affiliate to
terminate any Grantee’s employment or consulting contract at any time, nor confer upon any Grantee the right to continue
in the employ of or as an officer of or as a consultant to the Company or any Affiliate.


 


21.15   Participation.
No employee or officer 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.


 


21.16   Military
Service. Awards shall be administered in accordance with Section 414(u) of the Code and the Uniformed Services Employment and
Reemployment Rights Act of 1994.


 


21.17   Construction.
The following rules of construction will apply to the Plan: (a) the word “or” is disjunctive but not necessarily exclusive,
and (b) words in the singular include the plural, words in the plural include the singular, and words in the neuter gender include
the masculine and feminine genders and words in the masculine or feminine gender include the other neuter genders.


 


21.18   Other
Benefits. No Award granted or paid out under the Plan shall be deemed compensation for purposes of computing benefits under
any retirement plan of the Company or its Affiliates nor affect any benefit under any other benefit plan now or subsequently in
effect under which the availability or amount of benefits is related to the level of compensation unless such retirement or other
benefit specifically provides that an Award shall be counted as compensation for purposes of such plan.


 


21.19   Death/Disability.
The Committee may in its discretion require the transferee of a Grantee to supply it with written notice of the Grantee’s
death or Disability and to supply it with a copy of the will (in the case of the Grantee’s death) or such other evidence
as the Committee deems necessary to establish the validity of the transfer of an Award. The Committee may also require that the
agreement of the transferee to be bound by all of the terms and conditions of the Plan and the particular Award.



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21.20   Headings.
The headings of articles and sections are included solely for convenience of reference, and if there is any conflict between such
headings and the text of this Plan, the text shall control.


 


21.21   Obligations.
Unless otherwise specified in the Award Agreement, the obligation to deliver, pay or transfer any amount of money or other property
pursuant to Awards under this Plan shall be the sole obligation of a Grantee’s employer; provided that the obligation to
deliver or transfer any Shares pursuant to Awards under this Plan shall be the sole obligation of the Company.


 


21.22   No
Right to Continue in Service or Employment. Nothing in the Plan or any Award Agreement shall confer upon any Non-Employee Director
the right to continue to serve as a director of the Company. Nothing contained in the Plan or any Agreement shall confer upon any
Grantee any right with respect to the continuation of employment or service by the Company or any Affiliate or interfere in any
way with the right of the Company or any Affiliate, subject to the terms of any separate employment agreement to the contrary,
at any time to terminate such employment or service or to increase or decrease the compensation of the Grantee.


 


21.23   Payment
on Behalf of Grantee or Beneficiary.


 


(a)       If
the Grantee is incompetent to handle Grantee’s affairs at the time the Grantee is eligible to receive a payment from the
Plan, the Committee will make payment to the Grantee’s court-appointed personal representative or, if none, the Committee,
in its sole discretion, may make payment to the Grantee’s duly appointed guardian, legal representative, next-of-kin or attorney-in-fact
for the benefit of the Grantee.


 


(b)       If
the Beneficiary of a deceased Grantee is a minor or is legally incompetent, the Committee will make payment to the Beneficiary’s
court-appointed guardian or personal representative or to a trust established for the benefit of the Beneficiary, or if no such
guardian, representative or trust exists, the Committee, in its sole discretion, may make payment to the Beneficiary’s surviving
parent or his next-of-kin for the benefit of the Beneficiary.


 


(c)       If
the Committee for any reason considers it improper to direct any payment as specified in this Section 21.23, the Committee may
request a court of appropriate jurisdiction to determine the appropriate payee.


 


(d)      Any
payment made by the Committee pursuant to this Section 21.23 shall be in full satisfaction of all liability of the Plan, the Company
and its Affiliates with respect to any benefit due a Grantee or a Grantee’s Beneficiary under this Plan.


 


21.24   Data
Privacy. As a condition for receiving an Award, each Grantee explicitly and unambiguously consents to the collection, use and
transfer, in electronic or other form, of personal data as described in this Section by and among the Company and its Affiliates
exclusively for implementing, administering and managing the Grantee’s participation in the Plan. The Company and its Affiliates
may hold certain personal information about a Grantee, including the Grantee’s name, address and telephone number; birthdate;
social security, insurance number or other identification number; salary; nationality; job title(s); any Shares held in the Company
or its Affiliates; and Award details, to implement, manage and administer the Plan and Awards (the “Data”). The Company
and its Affiliates may transfer the Data amongst themselves as necessary to implement, administer and manage a Grantee’s
participation in the Plan, and the Company and its Affiliates may transfer the Data to third parties assisting the Company with
Plan



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implementation,
administration and management. These recipients may be located in the Grantee’s country, or elsewhere, and the Grantee’s
country may have different data privacy laws and protections than the recipients’ country. By accepting an Award, each Grantee
authorizes such recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, to implement, administer
and manage the Grantee’s participation in the Plan, including any required Data transfer to a broker or other third party
with whom the Company or the Grantee may elect to deposit any Shares. The Data related to a Grantee will be held only as long as
necessary to implement, administer, and manage the Grantee’s participation in the Plan. A Grantee may, at any time, view
the Data that the Company holds regarding such Grantee, request additional information about the storage and processing of the
Data regarding such Grantee, recommend any necessary corrections to the Data regarding the Grantee or refuse or withdraw the consents
in this Section 21.24 in writing, without cost, by contacting the local human resources representative. The Company may cancel
Grantee’s ability to participate in the Plan and, in the Administrator’s discretion, the Grantee may forfeit any outstanding
Awards if the Grantee refuses or withdraws the consents in this Section 21.24. For more information on the consequences of refusing
or withdrawing consent, Grantees may contact their local human resources representative.


 


21.25   Miscellaneous.


 


(a)       No
person shall have any claim or right to receive an Award hereunder. The Committee’s granting of an Award to a Grantee at
any time shall neither require the Committee to grant any other Award to such Grantee or other person at any time or preclude the
Committee from making subsequent grants to such Grantee or any other person.


 


(b)      Nothing
contained herein prohibits the Grantee from: (1) reporting possible violations of federal law or regulations, including any possible
securities laws violations, to any governmental agency or entity; (2) making any other disclosures that are protected under the
whistleblower provisions of federal law or regulations; or (3) otherwise fully participating in any federal whistleblower programs,
including but not limited to any such programs managed by the U.S. Securities and Exchange Commission. The Grantee does not need
prior authorization from the Company to make any such reports or disclosures, and is not required to notify the Company about such
disclosures.


 


(c)       Agreements
evidencing Awards under the Plan shall contain such other terms and conditions, not inconsistent with the Plan, as the Committee
may determine in its sole discretion, including penalties for the commission of competitive acts or other actions detrimental to
the Company. Notwithstanding any other provision hereof, the Committee shall have the right at any time to deny or delay a Grantee’s
exercise of Options or the settlement of an Award if such Grantee is reasonably believed by the Committee (i) to be engaged in
material conduct adversely affecting the Company or (ii) to be contemplating such conduct, unless and until the Committee shall
have received reasonable assurance that the Grantee is not engaged in, and is not contemplating, such material conduct adverse
to the interests of the Company.


 


(d)       Grantees
are and at all times shall remain subject to the securities trading policies adopted by the Company from time to time throughout
the period of time during which they may exercise Options, SARs or sell Shares acquired pursuant to the Plan.


 


(e)       Notwithstanding
any other provision of this Plan, (i) the Company shall not be obliged to issue any shares pursuant to an Award unless at least
the par value of such newly issued share has been fully paid in advance in accordance with Applicable Law (which requirement may
mean the holder of an Award is obliged to make such payment) and (ii) the



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Company shall
not be obliged to issue or deliver any shares in satisfaction of Awards until all legal and regulatory requirements associated
with such issue or delivery have been complied with to the satisfaction of the Committee.


 


(f)        The
Committee has no obligation to search for the whereabouts of any Grantee or Beneficiary if the location of such Grantee or Beneficiary
are not made known to the Committee.


 


(g)       By
accepting Awards and as a condition to the exercise of Awards and the enjoyment of any benefits of the Plan, including participation
therein, each Grantee agrees to be bound by and subject to non-competition, confidentiality and invention ownership agreements
acceptable to the Committee or any officer or director to whom the Committee elects to delegate such authority.


 


(h)       Notwithstanding
any other provision of the Plan or any Agreement to the contrary, a Grantee shall forfeit any and all rights under an Award upon
receipt of notice from the Company or an Affiliate that the Grantee will incur a Termination of Service by the Company or such
Affiliate for Cause.



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