Exhibit 10.1


 


EXHIBIT A


 


WASHINGTON TRUST BANCORP, INC.


 


2022 LONG TERM INCENTIVE PLAN


 


SECTION 1: GENERAL PURPOSE OF THE PLAN; DEFINITIONS


 


The name of the plan is the Washington Trust Bancorp, Inc. 2022
Long Term Incentive Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee
Directors and other key persons (including Consultants) of Washington Trust Bancorp, Inc. (the “Corporation”) and its
Affiliates upon whose judgment, initiative and efforts the Corporation largely depends for the successful conduct of its business to acquire
a proprietary interest in the Corporation. It is anticipated that providing such persons with a direct stake in the Corporation’s
welfare will assure a closer identification of their interests with those of the Corporation and its shareholders, thereby stimulating
their efforts on the Corporation’s behalf and strengthening their desire to remain with the Corporation.


 


The following terms shall be defined as set forth below:


 


“Act” means
the Securities Act of 1933, as amended, and the rules and regulations thereunder.


 


“Administrator”
is defined in Section 2(a).


 


“Affiliate” means, at the time of determination,
any “parent” or “subsidiary” of the Corporation as such terms are defined in Rule 405 of the Act. The Board
will have the authority to determine the time or times at which “parent” or “subsidiary” status is determined
within the foregoing definition.


 


“Award” or
“Awards,” except where referring to a particular category of grant under the Plan, shall include Incentive Stock Options,
Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock Units, Restricted Stock Awards, Unrestricted Stock Awards, Cash-Based
Awards, and Dividend Equivalent Rights.


 


“Award Certificate”
means a written or electronic document setting forth the terms and provisions applicable to an Award granted under the Plan. Each Award
Certificate is subject to the terms and conditions of the Plan.


 


“Board” means
the Board of Directors of the Corporation.


 


“Cash-Based Award”
means an Award entitling the grantee to receive a cash-denominated payment.


 


“Code” means
the Internal Revenue Code of 1986, as amended, and any successor Code, and related rules, regulations and interpretations.


 


“Committee”
means the Compensation and Human Resources Committee of the Board or such other committee of not less than three members of the Board
appointed by the Board to administer the Plan, provided that members of such Committee must be “Non-Employee Directors” within
the meaning of Rule 16b-3(b) promulgated under the Exchange Act.


 


“Consultant”
means a consultant or adviser who provides bona fide services to the Corporation or an Affiliate as an independent contractor and
who qualifies as a consultant or advisor under Instruction A.1.(a)(1) of Form S-8 under the Act.


 


“Dividend Equivalent Right”
means an Award entitling the grantee to receive credits based on cash dividends that would have been paid on the shares of Stock specified
in the Dividend Equivalent Right (or other Award to which it relates) if such shares had been issued to and held by the grantee.


 


“Effective Date”
means the date on which the Plan becomes effective as set forth in Section 19.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.


 






     


     


    

 


“Fair Market Value”
of the Stock on any given date means the fair market value of the Stock determined in good faith by the Administrator; provided, however,
that if the Stock is listed on the National Association of Securities Dealers Automated Quotation System (“Nasdaq”), Nasdaq
Global Market, The New York Stock Exchange or another national securities exchange or traded on any established market, the determination
shall be made by reference to market quotations. If there are no market quotations for such date, the determination shall be made by reference
to the last date preceding such date for which there are market quotations.


 


“Incentive Stock Option”
means any Stock Option designated and qualified as an “incentive stock option” as defined in Section 422 of the Code.


 


“Minimum Vesting Period”
means the one-year period following the date of grant of an Award.


 


“Incumbent Board”
means individuals who, as of the Effective Date, constitute the Board.


 


“Non-Employee Director”
means a member of the Board who is not also an employee of the Corporation or any Subsidiary.


 


“Non-Qualified Stock Option”
means any Stock Option that is not an Incentive Stock Option.


 


“Option” or
“Stock Option” means any option to purchase shares of Stock granted pursuant to Section 5.


 


“Outstanding Corporation Common
Stock” means the then outstanding shares of common stock of the Corporation.


 


“Restricted Shares”
means the shares of Stock underlying a Restricted Stock Award that remain subject to a risk of forfeiture or the Corporation’s right
of repurchase.


 


“Restricted Stock Award”
means an Award of Restricted Shares subject to such restrictions and conditions as the Administrator may determine at the time of grant.


 


“Restricted Stock Units”
means an Award of stock units subject to such restrictions and conditions as the Administrator may determine at the time of grant.


 


“Sale Event”
means (i) consummation by the Corporation of (A) a reorganization, merger or consolidation, in each case, with respect to which
all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Corporation Common Stock immediately
prior to such reorganization, merger or consolidation do not, following such reorganization, merger or consolidation, beneficially own,
directly or indirectly, more than 40 percent of the then outstanding shares of common stock of the corporation resulting from such a reorganization,
merger or consolidation; (B) a reorganization, merger or consolidation, in each case, (1) with respect to which all or substantially
all of the individuals and entities who were the beneficial owners of the Outstanding Corporation Common Stock immediately prior to such
reorganization, merger or consolidation, following such reorganization, merger or consolidation, beneficially own, directly or indirectly,
more than 40 percent but less than 50 percent of the then outstanding shares of common stock of the corporation resulting from such a
reorganization, merger or consolidation, (2) at least a majority of the directors then constituting the Incumbent Board do not approve
the transaction and do not designate the transaction as not constituting a Sale Event, and (3) following the transaction members
of the then Incumbent Board do not continue to comprise at least a majority of the Board; or (C) the sale or other disposition of
all or substantially all of the assets of the Corporation, excluding a sale or other disposition of assets to a subsidiary of the Corporation;
(ii) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
Exchange Act, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20 percent or more
of the Outstanding Corporation Common Stock; provided, however, that any acquisition by the Corporation or its subsidiaries, or any employee
benefit plan (or related trust) of the Corporation or its subsidiaries of 20 percent or more of Outstanding Corporation Common Stock shall
not constitute a Sale Event; and provided, further, that any acquisition by a corporation with respect to which, following such acquisition,
more than 50 percent of the then outstanding shares of common stock of such corporation, is then beneficially owned, directly or indirectly,
by all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Corporation Common Stock
immediately prior to such acquisition in substantially the same proportion as their ownership, immediately prior to such acquisition,
of the Outstanding Corporation Common Stock, shall not constitute a Sale Event; (iii) individuals who constitute the Incumbent Board
cease for any reason to constitute at least a majority of the Board, provided that any individual becoming a director subsequent to the
Effective Date whose election, or nomination for election by the Corporation’s shareholders, was approved by a vote of at least
a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent
Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with either an actual
or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other
actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board; or (iv) consummation by
The Washington Trust Company, of Westerly, the wholly-owned subsidiary of the Corporation, of a reorganization, merger or consolidation,
in each case, with respect to which, following such reorganization, merger or consolidation, the Corporation does not beneficially own,
directly or indirectly, more than 50 percent of the then outstanding shares of common stock of the corporation or bank resulting from
such a reorganization, merger or consolidation. The decision as to whether a Sale Event of the Corporation has occurred shall be made
by a majority of the Continuing Directors of the Corporation (as defined in the Restated Articles of Incorporation of the Corporation)
and shall be conclusive and binding.


 






     


     


    

 


“Sale Price” means the value as determined by the
Administrator of the consideration payable, or otherwise to be received by shareholders, per share of Stock pursuant to a Sale Event.


 


“Section 409A”
means Section 409A of the Code and the regulations and other guidance promulgated thereunder.


 


“Service Relationship”
means any relationship as an employee, director or Consultant of the Corporation or any Affiliate (e.g., a Service Relationship
shall be deemed to continue without interruption in the event an individual’s status changes from full-time employee to part-time
employee, Consultant or Non-Employee Director).


 


“Stock” means
the Common Stock, par value $0.0625 per share, of the Corporation, subject to adjustments pursuant to Section 3.


 


“Stock Appreciation Right”
means an Award entitling the grantee to receive shares of Stock (or cash, to the extent explicitly provided for in the applicable Award
Certificate) having a value equal to the excess of the Fair Market Value of the Stock on the date of exercise over the exercise price
of the Stock Appreciation Right multiplied by the number of shares of Stock with respect to which the Stock Appreciation Right shall have
been exercised.


 


“Subsidiary”
means any corporation or other entity (other than the Corporation) in which the Corporation has at least a 50 percent interest, either
directly or indirectly.


 


“Ten Percent Owner”
means an employee who owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more
than 10 percent of the combined voting power of all classes of stock of the Corporation or any parent or subsidiary corporation.


 


“Unrestricted Stock Award”
means an Award of shares of Stock free of any restrictions.


 


SECTION 2: ADMINISTRATION OF PLAN; ADMINISTRATOR AUTHORITY
TO SELECT GRANTEES AND DETERMINE AWARDS


 


a.Administration
of Plan. The Plan shall be administered by either the Board or the Committee (in either case, the “Administrator”), provided
that the amount, timing and terms of the grants of Awards to Non-Employee Directors and executive officers shall be determined by the
Committee.


 


b.Powers
of Administrator. The Administrator shall have the power and authority to grant Awards consistent with the terms of the Plan, including
the power and authority:


 


i.to
select the individuals to whom Awards may from time to time be granted;


 


ii.to
determine the time or times of grant, and the extent, if any, of Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation
Rights, Restricted Stock Awards, Restricted Stock Units, Unrestricted Stock Awards, Cash-Based Awards, and Dividend Equivalent Rights,
or any combination of the foregoing, granted to any one or more grantees;


 






     


     


    

 


iii.to
determine the number of shares of Stock to be covered by any Award;


 


iv.to
determine and modify from time to time the terms and conditions, including restrictions, not inconsistent with the terms of the Plan,
of any Award, which terms and conditions may differ among individual Awards and grantees, and to approve the forms of Award Certificates;


 


v.to
accelerate at any time the exercisability or vesting of all or any portion of any Award;


 


vi.subject
to the provisions of Section 5(c), to extend at any time the period in which Stock Options may be exercised;


 


vii.to
determine at any time whether, to what extent, and under what circumstances distribution or the receipt of Stock and other amounts payable
with respect to an Award shall be deferred either automatically or at the election of the grantee and whether and to what extent the Corporation
shall pay or credit amounts constituting interest (at rates determined by the Administrator) or dividends or deemed dividends on such
deferrals; and


 


viii.at
any time to adopt, alter and repeal such rules, guidelines and practices for administration of the Plan and for its own acts and proceedings
as it shall deem advisable; to interpret the terms and provisions of the Plan and any Award (including related written instruments); to
make all determinations it deems advisable for the administration of the Plan; to decide all disputes arising in connection with the Plan;
and to otherwise supervise the administration of the Plan.


 


All decisions and interpretations of the Administrator
shall be binding on all persons, including the Corporation and Plan grantees.


 


c.Delegation
of Authority to Grant Awards. Subject to applicable law, the Administrator, in its discretion, may delegate to a committee consisting
of one or more officers of the Corporation (including the Chief Executive Officer of the Corporation) all or part of the Administrator’s
authority and duties with respect to the granting of Awards to individuals who are (i) not subject to the reporting and other provisions
of Section 16 of the Exchange Act and (ii) not members of the delegated committee. Any such delegation by the Administrator
shall include a limitation as to the amount of Stock underlying Awards that may be granted during the period of the delegation and shall
contain guidelines as to the determination of the exercise price and the vesting criteria. The Administrator may revoke or amend the terms
of a delegation at any time but such action shall not invalidate any prior actions of the Administrator’s delegate or delegates
that were consistent with the terms of the Plan.


 


d.Award
Certificate. Awards under the Plan shall be evidenced by Award Certificates that set forth the terms, conditions and limitations for
each Award which may include, without limitation, the term of an Award and the provisions applicable in the event employment or service
terminates.


 


e.Indemnification.
Neither the Board nor the Administrator, nor any member of either or any delegate thereof, shall be liable for any act, omission, interpretation,
construction or determination made in good faith in connection with the Plan, and the members of the Board and the Administrator (and
any delegate thereof) shall be entitled in all cases to indemnification and reimbursement by the Corporation in respect of any claim,
loss, damage or expense (including, without limitation, reasonable attorneys’ fees) arising or resulting therefrom to the fullest
extent permitted by law and/or under the Corporation’s articles or bylaws or any directors’ and officers’ liability
insurance coverage which may be in effect from time to time and/or any indemnification agreement between such individual and the Corporation.


 






     


     


    

 


f.Minimum
Vesting Period. The vesting period for each Award granted under the Plan (other than cash-based Awards) must be at least equal to
the Minimum Vesting Period; provided, that the following Awards shall not be subject to the Minimum Vesting Period: any (i) substitute
Awards granted in connection with awards that are assumed, converted or substituted pursuant to a merger, acquisition or similar transaction
entered into by the Corporation or any of its Affiliates, (ii) Shares delivered in lieu of fully vested cash Awards, (iii) Awards
to Non-Employee Directors that vest on earlier of the one-year anniversary of the date of grant and the next annual meeting of stockholders
that is at least 50 weeks after the immediately preceding year’s annual meeting, and (iv) any additional Awards the Committee
may grant, up to a maximum of 5 percent of the available share reserve authorized for issuance under the Plan pursuant to Section 3(a) (subject
to adjustment under Section 3(b)); and, provided, further, that the foregoing restriction does not apply to the Committee’s
discretion to provide for accelerated exercisability or vesting of any Award as set forth in Section 2(b)(v) above.


 


SECTION 3: STOCK ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION


 


a.Stock
Issuable. The maximum number of shares of Stock reserved and available for issuance under the Plan shall be 600,000 shares, subject
to adjustment as provided in this Section 3. For purposes of this limitation, the shares of Stock underlying any awards under the
Plan and under the Corporation’s 2013 Stock Option and Incentive Plan (the “Prior Plan”) that are forfeited, canceled
or otherwise terminated (other than by exercise) shall be added back to the shares of Stock available for issuance under the Plan and,
to the extent permitted under Section 422 of the Code and the regulations promulgated thereunder, the shares of Stock that may be
issued as Incentive Stock Options. Shares of Stock shall not be deemed to have been issued pursuant to the Plan (and shall again be available
for issuance under the Plan) with respect to any portion of an Award (or, after the Effective Date, an award under the Prior Plan) that
is settled in cash (other than in the case of Options or Stock Appreciation Rights, in which case shares of Stock having a Fair Market
Value equal to the cash delivered shall be deemed issued pursuant to the Plan). Upon the exercise of a Stock Appreciation Right (or, after
the Effective Date, exercise of a Stock Appreciation Right that was granted under the Prior Plan), the gross number of shares for which
the Stock Appreciation Right is exercised shall be deemed issued and shall not again be available for issuance under the Plan. Any Shares
that are withheld by the Company or tendered by a grantee (by either actual delivery or attestation) on or after the Effective Date (i) to
pay the exercise price of an Option granted under the Plan or the Prior Plan or (ii) to satisfy tax withholding obligations associated
with an Option or Stock Appreciation Right granted under the Plan or the Prior Plan, shall not become available again for grant under
the Plan. Any Shares that were purchased by the Company on the open market on or after the Effective Date with the proceeds from the exercise
of an Option granted under the Plan or the Prior Plan shall not become available for grant under the Plan. In the event that after the
Effective Date, withholding tax liabilities arising in connection with an Award (other than an Option or Stock Appreciation Right) under
this Plan or the Prior Plan are satisfied by the tendering of shares of Stock (either actually or by attestation) or by the withholding
of shares by the Corporation, then in each such case (other than in the case of such shares tendered or withheld in connection with the
exercise of Options or Stock Appreciation Rights) the shares of Stock so tendered or withheld shall be added to the shares available for
grant under the Plan on a one-for-one basis. Subject to such overall limitations, shares of Stock may be issued up to such maximum number
pursuant to any type or types of Award; provided, however, that no more than 600,000 shares of the Stock may be issued in the form of
Incentive Stock Options. The shares available for issuance under the Plan may be authorized but unissued shares of Stock or shares of
Stock reacquired by the Corporation. After the Effective Date of the Plan, no further awards shall be granted under the Corporation’s
2013 Stock Option and Incentive Plan.


 


b.Changes
in Stock. Subject to Section 3(c) hereof, if, as a result of any reorganization, recapitalization, reclassification, stock
dividend, stock split, reverse stock split or other similar change in the Corporation’s capital stock, the outstanding shares of
Stock are increased or decreased or are exchanged for a different number or kind of shares or other securities of the Corporation, or
additional shares or new or different shares or other securities of the Corporation or other non-cash assets are distributed with respect
to such shares of Stock or other securities, or, if, as a result of any merger or consolidation, sale of all or substantially all of the
assets of the Corporation, the outstanding shares of Stock are converted into or exchanged for securities of the Corporation or any successor
entity (or a parent or subsidiary thereof), the Administrator shall make an appropriate or proportionate adjustment in (i) the maximum
number of shares reserved for issuance under the Plan, including the maximum number of shares that may be issued in the form of Incentive
Stock Options, (ii) the number and kind of shares or other securities subject to any then outstanding Awards under the Plan, (iii) the
repurchase price, if any, per share subject to each outstanding Restricted Stock Award, and (iv) the exercise price for each share
subject to any then outstanding Stock Options and Stock Appreciation Rights under the Plan, without changing the aggregate exercise price
(i.e., the exercise price multiplied by the number of shares subject to Stock Options and Stock Appreciation Rights) as to which such
Stock Options and Stock Appreciation Rights remain exercisable. The Administrator shall also make equitable or proportionate adjustments
in the number of shares subject to outstanding Awards and the exercise price and the terms of outstanding Awards to take into consideration
cash dividends paid other than in the ordinary course or any other extraordinary corporate event. The adjustment by the Administrator
shall be final, binding and conclusive. No fractional shares of Stock shall be issued under the Plan resulting from any such adjustment,
but the Administrator in its discretion may make a cash payment in lieu of fractional shares.


 






     


     


    

 


c.Mergers
and Other Transactions. In the case of and subject to the consummation of a Sale Event, the parties thereto may cause the assumption
or continuation of Awards theretofore granted by the successor entity, or the substitution of such Awards with new Awards of the successor
entity or parent thereof, with appropriate adjustment as to the number and kind of shares and, if appropriate, the per share exercise
prices, as such parties shall agree. To the extent the parties to such Sale Event do not provide for the assumption, continuation or substitution
of Awards, upon the effective time of the Sale Event, the Plan and all outstanding Awards granted hereunder shall terminate. In such case,
except as may be otherwise provided in the relevant Award Certificate, all Options and Stock Appreciation Rights with time-based vesting
conditions or restrictions that are not vested and/or exercisable immediately prior to the effective time of the Sale Event shall become
fully vested and exercisable as of the effective time of the Sale Event, all other Awards with time-based vesting, conditions or restrictions
shall become fully vested and nonforfeitable as of the effective time of the Sale Event, and all Awards with conditions and restrictions
relating to the attainment of performance goals shall become earned and vested and the performance-based criteria shall be deemed achieved
or fulfilled at the greater of (x) the actual performance achieved, or (y) the target level of performance applicable to the
Award, but prorated based on the elapsed proportion of the performance period as of the Sale Event. In the event of such termination,
(i) the Corporation shall have the option (in its sole discretion) to make or provide for a payment, in cash or in kind, to the grantees
holding Options and Stock Appreciation Rights, in exchange for the cancellation thereof, in an amount equal to the difference between
(A) the Sale Price multiplied by the number of shares of Stock subject to outstanding Options and Stock Appreciation Rights (to the
extent then exercisable at prices not in excess of the Sale Price) and (B) the aggregate exercise price of all such outstanding Options
and Stock Appreciation Rights (provided that, in the case of an Option or Stock Appreciation Right with an exercise price equal to or
greater than the Sale Price, such Option or Stock Appreciation Right shall be cancelled for no consideration); or (ii) each grantee
shall be permitted, within a specified period of time prior to the consummation of the Sale Event as determined by the Administrator,
to exercise all outstanding Options and Stock Appreciation Rights (to the extent then exercisable) held by such grantee. The Corporation
shall also have the option (in its sole discretion) to make or provide for a payment, in cash or in kind, to the grantees holding other
Awards in an amount equal to the Sale Price multiplied by the number of vested shares of Stock under such Awards.


 


d.Substitute
Awards. The Administrator may grant Awards under the Plan in substitution for stock and stock-based awards held by employees, directors
or other key persons of another corporation in connection with the merger or consolidation of the employing corporation with the Corporation
or an Affiliate, or the acquisition by the Corporation or an Affiliate of property or stock of the employing corporation. Notwithstanding
anything herein to the contrary, the Administrator may direct that the substitute awards be granted on such terms and conditions as the
Administrator considers appropriate under the circumstances. Any substitute Awards granted under the Plan shall not count against the
share limitation set forth in Section 3(a).


 






     


     


    

 


e.Maximum
Awards to Non-Employee Directors. Notwithstanding anything to the contrary in this Plan, the value of all Awards awarded under this
Plan and all other cash compensation paid by the Corporation to any Non-Employee Director in any calendar year shall not exceed $400,000.
For the purpose of this limitation, the value of any Award shall be its grant date fair value, as determined in accordance with ASC 718
or successor provision but excluding the impact of estimated forfeitures related to service-based vesting provisions.


 


SECTION 4: ELIGIBILITY


 


Grantees under the Plan will be such full or part-time
officers or employees, Non-Employee Directors or Consultants of the Corporation and its Affiliates as are selected from time to time by
the Administrator in its sole discretion; provided that Awards may not be granted to employees, Non-Employee Directors or Consultants
who are providing services only to any “parent” of the Corporation, as such term is defined in Rule 405 of the Act, unless
(i) the stock underlying the Awards is treated as “service recipient stock” under Section 409A or (ii) the
Corporation has determined that such Awards are exempt from or otherwise comply with Section 409A.


 


SECTION 5: STOCK OPTIONS


 


a.Award
of Stock Options. The Administrator may grant Stock Options under the Plan. Any Stock Option granted under the Plan shall be in such
form as the Administrator may from time to time approve.


 


Stock Options granted
under the Plan may be either Incentive Stock Options or Non-Qualified Stock Options. Incentive Stock Options may be granted only to employees
of the Corporation or any Subsidiary that is a “subsidiary corporation” within the meaning of Section 424(f) of
the Code. To the extent that any Option does not qualify as an Incentive Stock Option, it shall be deemed a Non-Qualified Stock Option.


 


Stock Options granted
pursuant to this Section 5 shall be subject to the following terms and conditions and shall contain such additional terms and conditions,
not inconsistent with the terms of the Plan, as the Administrator shall deem desirable. If the Administrator so determines, Stock Options
may be granted in lieu of cash compensation at the optionee’s election, subject to such terms and conditions as the Administrator
may establish.


 


b.Exercise
Price. The exercise price per share for the Stock covered by a Stock Option granted pursuant to this Section 5 shall be determined
by the Administrator at the time of grant but shall not be less than 100 percent of the Fair Market Value on the date of grant. In the
case of an Incentive Stock Option that is granted to a Ten Percent Owner, the exercise price of such Incentive Stock Option shall be not
less than 110 percent of the Fair Market Value on the grant date. Notwithstanding the foregoing, Stock Options may be granted with an
exercise price per share that is less than 100 percent of the Fair Market Value on the date of grant (i) pursuant to a transaction
described in, and in a manner consistent with, Section 424(a) of the Code, (ii) to individuals who are not subject to U.S.
income tax on the date of grant or (iii) if the Stock Option is otherwise compliant with Section 409A.


 


c.Option
Term. The term of each Stock Option shall be fixed by the Administrator, but no Stock Option shall be exercisable more than ten years
after the date the Stock Option is granted. In the case of an Incentive Stock Option that is granted to a Ten Percent Owner, the term
of such Stock Option shall be no more than five years from the date of grant.


 


d.Exercisability;
Rights of a Shareholder. Stock Options shall become exercisable at such time or times, whether or not in installments, as shall be
determined by the Administrator at or after the grant date. The Administrator may at any time accelerate the exercisability of all or
any portion of any Stock Option. An optionee shall have the rights of a shareholder only as to shares acquired upon the exercise of a
Stock Option and not as to unexercised Stock Options.


 






     


     


    

 


e.Method
of Exercise. Stock Options may be exercised in whole or in part, by giving written or electronic notice of exercise to the Corporation,
specifying the number of shares to be purchased. Payment of the purchase price may be made by one or more of the following methods except
to the extent otherwise provided in the Award Certificate:


 


i.In
cash, by certified or bank check or other instrument acceptable to the Administrator;


 


ii.Through
the delivery (or attestation to the ownership following such procedures as the Corporation may prescribe) of shares of Stock that are
not then subject to restrictions under any Corporation plan. Such surrendered shares shall be valued at Fair Market Value on the exercise
date;


 


iii.By
the optionee delivering to the Corporation a properly executed exercise notice together with irrevocable instructions to a broker to promptly
deliver to the Corporation cash or a check payable and acceptable to the Corporation for the purchase price; provided that in the event
the optionee chooses to pay the purchase price as so provided, the optionee and the broker shall comply with such procedures and enter
into such agreements of indemnity and other agreements as the Corporation shall prescribe as a condition of such payment procedure; or


 


iv.With
respect to Stock Options that are not Incentive Stock Options, by a “net exercise” arrangement pursuant to which the Corporation
will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does
not exceed the aggregate exercise price.


 


Payment instruments
will be received subject to collection. The transfer to the optionee on the records of the Corporation or of the transfer agent of the
shares of Stock to be purchased pursuant to the exercise of a Stock Option will be contingent upon receipt from the optionee (or a purchaser
acting in his stead in accordance with the provisions of the Stock Option) by the Corporation of the full purchase price for such shares
and the fulfillment of any other requirements contained in the Award Certificate or applicable provisions of laws (including the satisfaction
of any withholding taxes that the Corporation is obligated to withhold with respect to the optionee). In the event an optionee chooses
to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred
to the optionee upon the exercise of the Stock Option shall be net of the number of attested shares. In the event that the Corporation
establishes, for itself or using the services of a third party, an automated system for the exercise of Stock Options, such as a system
using an internet website or interactive voice response, then the paperless exercise of Stock Options may be permitted through the use
of such an automated system.


 


f.Annual
Limit on Incentive Stock Options. To the extent required for “incentive stock option” treatment under Section 422
of the Code, the aggregate Fair Market Value (determined as of the time of grant) of the shares of Stock with respect to which Incentive
Stock Options granted under this Plan and any other plan of the Corporation or its parent and subsidiary corporations become exercisable
for the first time by an optionee during any calendar year shall not exceed $100,000. To the extent that any Stock Option exceeds this
limit, it shall constitute a Non-Qualified Stock Option.


 


SECTION 6: STOCK APPRECIATION RIGHTS


 


a.Award
of Stock Appreciation Rights. The Administrator may grant Stock Appreciation Rights under the Plan. A Stock Appreciation Right is
an Award entitling the grantee to receive shares of Stock (or cash, to the extent explicitly provided for in the applicable Award Certificate)
having a value equal to the excess of the Fair Market Value of a share of Stock on the date of exercise over the exercise price of the
Stock Appreciation Right multiplied by the number of shares of Stock with respect to which the Stock Appreciation Right shall have been
exercised.


 


b.Exercise
Price of Stock Appreciation Rights. The exercise price of a Stock Appreciation Right shall not be less than 100 percent of the Fair
Market Value of the Stock on the date of grant. Notwithstanding the foregoing, Stock Appreciation Rights may be granted with an exercise
price per share that is less than 100 percent of the Fair Market Value on the date of grant (i) pursuant to a transaction described
in, and in a manner consistent with, Section 424(a) of the Code, (ii) to individuals who are not subject to U.S. income
tax on the date of grant or (iii) if the Stock Appreciation Right is otherwise compliant with Section 409A


 






     


     


    

 


c.Grant
and Exercise of Stock Appreciation Rights. Stock Appreciation Rights may be granted by the Administrator independently of any Stock
Option granted pursuant to Section 5 of the Plan.


 


d.Terms
and Conditions of Stock Appreciation Rights. Stock Appreciation Rights shall be subject to such terms and conditions as shall be determined
on the date of grant by the Administrator. The term of a Stock Appreciation Right may not exceed ten years. The terms and conditions of
each such Award shall be determined by the Administrator, and such terms and conditions may differ among individual Awards and grantees.


 


SECTION 7: RESTRICTED STOCK AWARDS


 


a.Nature
of Restricted Stock Awards. The Administrator may grant Restricted Stock Awards under the Plan. A Restricted Stock Award is any Award
of Restricted Shares subject to such restrictions and conditions as the Administrator may determine at the time of grant. Conditions may
be based on continuing employment (or other Service Relationship) and/or achievement of pre-established performance goals and objectives.


 


b.Rights
as a Shareholder. Upon the grant of the Restricted Stock Award and payment of any applicable purchase price, a grantee shall have
the rights of a shareholder with respect to the voting of the Restricted Shares and receipt of dividends; provided that any dividends
paid by the Corporation with respect to any unvested Restricted Shares shall accrue and shall not be paid to the grantee unless and until
such Restricted Shares vest and if any such Restricted Shares are forfeited, the grantee shall have no rights to any such accrued dividends.
Unless the Administrator shall otherwise determine, (i) uncertificated Restricted Shares shall be accompanied by a notation on the
records of the Corporation or the transfer agent to the effect that they are subject to forfeiture until such Restricted Shares are vested
as provided in Section 7(d) below, and (ii) certificated Restricted Shares shall remain in the possession of the Corporation
until such Restricted Shares are vested as provided in Section 7(d) below, and the grantee shall be required, as a condition
of the grant, to deliver to the Corporation such instruments of transfer as the Administrator may prescribe.


 


c.Restrictions.
Restricted Shares may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of except as specifically provided
herein or in the Restricted Stock Award Certificate. Except as may otherwise be provided by the Administrator either in the Award Certificate
or, subject to Section 16 below, in writing after the Award is issued, if a grantee’s employment (or other Service Relationship)
with the Corporation and its Subsidiaries terminates for any reason, any Restricted Shares that have not vested at the time of termination
shall automatically and without any requirement of notice to such grantee from or other action by or on behalf of, the Corporation be
deemed to have been reacquired by the Corporation at its original purchase price (if any) from such grantee or such grantee’s legal
representative simultaneously with such termination of employment (or other Service Relationship), and thereafter shall cease to represent
any ownership of the Corporation by the grantee or rights of the grantee as a shareholder. Following such deemed reacquisition of Restricted
Shares that are represented by physical certificates, a grantee shall surrender such certificates to the Corporation upon request without
consideration.


 


d.Vesting
of Restricted Shares. The Administrator at the time of grant shall specify the date or dates and/or the attainment of pre-established
performance goals, objectives and other conditions on which the non-transferability of the Restricted Shares and the Corporation’s
right of repurchase or forfeiture shall lapse. Subsequent to such date or dates and/or the attainment of such pre-established performance
goals, objectives and other conditions, the shares on which all restrictions have lapsed shall no longer be Restricted Shares and shall
be deemed “vested.”


 






     


     


    

 


SECTION 8: RESTRICTED STOCK UNITS


 


a.Nature
of Restricted Stock Units. The Administrator may grant Restricted Stock Units under the Plan. A Restricted Stock Unit is an Award
of stock units that may be settled in shares of Stock (or cash, to the extent explicitly provided for in the Award Certificate) upon the
satisfaction of such restrictions and conditions at the time of grant. Conditions may be based on continuing employment (or other Service
Relationship) and/or achievement of pre-established performance goals and objectives. The terms and conditions of each such Award shall
be determined by the Administrator, and such terms and conditions may differ among individual Awards and grantees. Except in the case
of Restricted Stock Units with a deferred settlement date that complies with Section 409A, at the end of the vesting period, the
Restricted Stock Units, to the extent vested, shall be settled in the form of shares of Stock. Restricted Stock Units with deferred settlement
dates are subject to Section 409A and shall contain such additional terms and conditions as the Administrator shall determine in
its sole discretion in order to comply with the requirements of Section 409A.


 


b.Election
to Receive Restricted Stock Units in Lieu of Compensation. The Administrator may, in its sole discretion, permit a grantee to elect
to receive a portion of future cash compensation otherwise due to such grantee in the form of an award of Restricted Stock Units. Any
such election shall be made in writing and shall be delivered to the Corporation no later than the date specified by the Administrator
and in accordance with Section 409A and such other rules and procedures established by the Administrator. Any such future cash
compensation that the grantee elects to defer shall be converted to a fixed number of Restricted Stock Units based on the Fair Market
Value of Stock on the date the compensation would otherwise have been paid to the grantee if such payment had not been deferred as provided
herein. The Administrator shall have the sole right to determine whether and under what circumstances to permit such elections and to
impose such limitations and other terms and conditions thereon as the Administrator deems appropriate. Any Restricted Stock Units that
are elected to be received in lieu of cash compensation shall be fully vested, unless otherwise provided in the Award Certificate.


 


c.Rights
as a Shareholder. A grantee shall have the rights as a shareholder only as to shares of Stock acquired by the grantee upon settlement
of the Restricted Stock Units by the issuance of shares of Stock upon the satisfaction of the applicable restrictions and conditions set
forth at the time of grant; provided, however, that the grantee may be credited with Dividend Equivalent Rights with respect to the stock
units underlying his Restricted Stock Units, subject to the provisions of Section 11 and such terms and conditions as the Administrator
may determine.


 


d.Termination.
Except as may otherwise be provided by the Administrator either in the Award Certificate or, subject to Section 16 below, in writing
after the Award is issued, a grantee’s right in all Restricted Stock Units that have not vested shall automatically terminate upon
the grantee’s termination of employment (or cessation of Service Relationship) with the Corporation and its Subsidiaries for any
reason.


 


SECTION 9: UNRESTRICTED STOCK AWARDS


 


Grant or Sale
of Unrestricted Stock. The Administrator may grant (or sell at par value or such higher purchase price determined by the Administrator)
an Unrestricted Stock Award under the Plan. An Unrestricted Stock Award is an Award pursuant to which the grantee may receive shares of
Stock free of any restrictions under the Plan. Unrestricted Stock Awards may be granted in respect of past services or other valid consideration,
or in lieu of cash compensation due to such grantee.


 


SECTION 10: CASH-BASED AWARDS


 


Grant of Cash-Based
Awards. The Administrator may grant Cash-Based Awards under the Plan. A Cash-Based Award is an Award that entitles the grantee
to a payment in cash upon the attainment of specified performance goals. The Administrator shall determine the maximum duration of the
Cash-Based Award, the amount of cash to which the Cash-Based Award pertains, the conditions upon which the Cash-Based Award shall become
vested or payable, and such other provisions as the Administrator shall determine. Each Cash-Based Award shall specify a cash-denominated
payment amount, formula or payment ranges as determined by the Administrator. Payment, if any, with respect to a Cash-Based Award shall
be made in accordance with the terms of the Award and may be made in cash.


 






     


     


    

 


SECTION 11: DIVIDEND EQUIVALENT RIGHTS


 


a.Dividend
Equivalent Rights. The Administrator may grant Dividend Equivalent Rights under the Plan. A Dividend Equivalent Right is an Award
entitling the grantee to receive credits based on cash dividends that would have been paid on the shares of Stock specified in the Dividend
Equivalent Right (or other Award to which it relates) if such shares had been issued to the grantee. A Dividend Equivalent Right may be
granted hereunder to any grantee as a component of an award of Restricted Stock Units or as a freestanding award. The terms and conditions
of Dividend Equivalent Rights shall be specified in the Award Certificate. Dividend equivalents credited to the holder of a Dividend Equivalent
Right may accrue or may be deemed to be reinvested in additional shares of Stock, which may thereafter accrue additional equivalents.
Any such reinvestment shall be at Fair Market Value on the date of reinvestment or such other price as may then apply under a dividend
reinvestment plan sponsored by the Corporation, if any. Dividend Equivalent Rights may be settled in cash or shares of Stock or a combination
thereof, in a single installment or installments, but only upon vesting of the Dividend Equivalent Right (or other Award to which it relates).
A Dividend Equivalent Right granted as a component of an Award of Restricted Stock Units shall provide that such Dividend Equivalent Right
shall be settled only upon vesting of such other Award, and that such Dividend Equivalent Right shall expire or be forfeited or annulled
under the same conditions as such other Award. In no event shall a Dividend Equivalent Right be granted as a component of a Stock Option
or Stock Appreciation Right.


 


b.Termination.
Except as may otherwise be provided by the Administrator either in the Award Certificate or, subject to Section 16 below, in writing
after the Award is issued, a grantee’s rights in all Dividend Equivalent Rights shall automatically terminate upon the grantee’s
termination of employment (or cessation of Service Relationship) with the Corporation and its Subsidiaries for any reason.


 


c.No
Dividends or Dividend Equivalent Rights on Unvested Awards. Notwithstanding anything herein to the contrary, in no event shall any
dividends or Dividend Equivalent Rights be paid with respect to an Award while an Award is unvested (provided that, for the avoidance
of doubt, such dividends or Dividend Equivalent Rights may accrue with respect to an unvested Award but shall only be paid upon the vesting
of the related Award.


 


SECTION 12: TRANSFERABILITY OF AWARDS


 


a.Transferability.
Except as provided in Section 12(b) below, during a grantee’s lifetime, his or her Awards shall be exercisable only by
the grantee, or by the grantee’s legal representative or guardian in the event of the grantee’s incapacity. No Awards shall
be sold, assigned, transferred or otherwise encumbered or disposed of by a grantee other than by will or by the laws of descent and distribution
or pursuant to a domestic relations order. No Awards shall be subject, in whole or in part, to attachment, execution, or levy of any kind,
and any purported transfer in violation hereof shall be null and void.


 


b.Administrator
Action. Notwithstanding Section 12(a), the Administrator, in its discretion, may provide either in the Award Certificate regarding
a given Award or by subsequent written approval that the grantee (who is an employee or director) may transfer his or her Non-Qualified
Stock Options to his or her immediate family members, to trusts for the benefit of such family members, or to partnerships in which such
family members are the only partners, provided that the transferee agrees in writing with the Corporation to be bound by all of the terms
and conditions of this Plan and the applicable Award. In no event may an Award be transferred by a grantee for value.


 


c.Family
Member. For purposes of Section 12(b), “family member” shall mean a grantee’s child, stepchild, grandchild,
parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the grantee’s household (other than a tenant
of the grantee), a trust in which these persons (or the grantee) have more than 50 percent of the beneficial interest, a foundation in
which these persons (or the grantee) control the management of assets, and any other entity in which these persons (or the grantee) own
more than 50 percent of the voting interests.


 






     


     


    

 


d.Designation
of Beneficiary. To the extent permitted by the Corporation, each grantee to whom an Award has been made under the Plan may designate
a beneficiary or beneficiaries to exercise any Award or receive any payment under any Award payable on or after the grantee’s death.
Any such designation shall be on a form provided for that purpose by the Administrator and shall not be effective until received by the
Administrator. If no beneficiary has been designated by a deceased grantee, or if the designated beneficiaries have predeceased the grantee,
the beneficiary shall be the grantee’s estate.


 


SECTION 13: TAX WITHHOLDING


 


a.Payment
by Grantee. Each grantee shall, no later than the date as of which the value of an Award or of any Stock or other amounts received
thereunder first becomes includable in the gross income of the grantee for Federal income tax purposes, pay to the Corporation, or make
arrangements satisfactory to the Administrator regarding payment of, any Federal, state, or local taxes of any kind required by law to
be withheld by the Corporation with respect to such income. The Corporation and its Subsidiaries shall, to the extent permitted by law,
have the right to deduct any such taxes from any payment of any kind otherwise due to the grantee. The Corporation’s obligation
to deliver evidence of book entry (or stock certificates) to any grantee is subject to and conditioned on tax withholding obligations
being satisfied by the grantee.


 


b.Payment
in Stock. The Administrator may require the Corporation’s tax withholding obligation to be satisfied, in whole or in part, by
the Corporation withholding from shares of Stock to be issued pursuant to any Award a number of shares with an aggregate Fair Market Value
(as of the date the withholding is effected) that would satisfy the withholding amount due; provided, however, that the amount withheld
does not exceed the maximum statutory tax rate or such lesser amount as is necessary to avoid liability accounting treatment. For purposes
of share withholding, the Fair Market Value of withheld shares shall be determined in the same manner as the value of Stock includible
in income of the grantees. The Administrator may also require the Corporation’s tax withholding obligation to be satisfied, in whole
or in part, by an arrangement whereby a certain number of shares of Stock issued pursuant to any Award are immediately sold and proceeds
from such sale are remitted to the Corporation in an amount that would satisfy the withholding amount due.


 


SECTION 14: SECTION 409A AWARDS


 


Awards are intended to be exempt from Section 409A
to the greatest extent possible and to otherwise comply with Section 409A. The Plan and all Awards shall be interpreted in accordance
with such intent. To the extent that any Award is determined to constitute “nonqualified deferred compensation” within the
meaning of Section 409A (a “409A Award”), the Award shall be subject to such additional rules and requirements as
specified by the Administrator from time to time in order to comply with Section 409A. In this regard, if any amount under a 409A
Award is payable upon a “separation from service” (within the meaning of Section 409A) to a grantee who is then considered
a “specified employee” (within the meaning of Section 409A), then no such payment shall be made prior to the date that
is the earlier of (i) six months and one day after the grantee’s separation from service, or (ii) the grantee’s
death, but only to the extent such delay is necessary to prevent such payment from being subject to interest, penalties and/or additional
tax imposed pursuant to Section 409A. Further, the settlement of any 409A Award may not be accelerated except to the extent permitted
by Section 409A.


 


SECTION 15: TERMINATION OF SERVICE RELATIONSHIP, TRANSFER,
LEAVE OF ABSENCE, ETC.


 


a.Termination
of Service Relationship. If the grantee’s Service Relationship is with an Affiliate and such Affiliate ceases to be an Affiliate,
the grantee shall be deemed to have terminated his or her Service Relationship for purposes of the Plan.


 


b.For
purposes of the Plan, the following events shall not be deemed a termination of a Service Relationship:


 


i.a
transfer to the employment of the Corporation from an Affiliate or from the Corporation to an Affiliate, or from one Affiliate to another;
or


 






     


     


    

 


ii.an
approved leave of absence for military service or sickness, or for any other purpose approved by the Corporation, if the employee’s
right to re-employment is guaranteed either by a statute or by contract or under the policy pursuant to which the leave of absence was
granted or if the Administrator otherwise so provides in writing.


 


SECTION 16: AMENDMENTS AND TERMINATION


 


The Board may, at any time, amend or discontinue
the Plan and the Administrator may, at any time, amend or cancel any outstanding Award for the purpose of satisfying changes in law or
for any other lawful purpose, but no such action shall materially and adversely affect rights under any outstanding Award without the
holder’s consent. Except as provided in Section 3(b) or 3(c), without prior shareholder approval, in no event may the
Administrator (a) exercise its discretion to reduce the exercise price of outstanding Stock Options or Stock Appreciation Rights,
(b) cancel a Stock Option or Stock Appreciation Right at a time when the exercise price per share exceeds the Fair Market Value of
one share of Stock in exchange for cash or another Award, or (c) take any other action with respect to a Stock Option or Stock Appreciation
Right that would be treated as a repricing under the rules and regulations of the principal U.S. national securities exchange on
which the Stock is listed. To the extent required under the rules of any securities exchange or market system on which the Stock
is listed, to the extent determined by the Administrator to be required by the Code to ensure that Incentive Stock Options granted under
the Plan are qualified under Section 422 of the Code, Plan amendments shall be subject to approval by Corporation shareholders. Nothing
in this Section 16 shall limit the Administrator’s authority to take any action permitted pursuant to Section 3(b) or
3(c).


 


SECTION 17: STATUS OF PLAN


 


With respect to the portion of any Award that has
not been exercised and any payments in cash, Stock or other consideration not received by a grantee, a grantee shall have no rights greater
than those of a general creditor of the Corporation unless the Administrator shall otherwise expressly determine in connection with any
Award or Awards. In its sole discretion, the Administrator may authorize the creation of trusts or other arrangements to meet the Corporation’s
obligations to deliver Stock or make payments with respect to Awards hereunder, provided that the existence of such trusts or other arrangements
is consistent with the foregoing sentence.


 


SECTION 18: GENERAL PROVISIONS


 


a.No
Distribution. The Administrator may require each person acquiring Stock pursuant to an Award to represent to and agree with the Corporation
in writing that such person is acquiring the shares without a view to distribution thereof.


 


b.Issuance
of Stock. To the extent certificated, stock certificates to grantees under this Plan shall be deemed delivered for all purposes when
the Corporation or a stock transfer agent of the Corporation shall have mailed such certificates in the United States mail, addressed
to the grantee, at the grantee’s last known address on file with the Corporation. Uncertificated Stock shall be deemed delivered
for all purposes when the Corporation or a Stock transfer agent of the Corporation shall have given to the grantee by electronic mail
(with proof of receipt) or by United States mail, addressed to the grantee, at the grantee’s last known address on file with the
Corporation, notice of issuance and recorded the issuance in its records (which may include electronic “book entry” records).
Notwithstanding anything herein to the contrary, the Corporation shall not be required to issue or deliver any evidence of book entry
or certificates evidencing shares of Stock pursuant to the exercise or settlement of any Award, unless and until the Administrator has
determined, with advice of counsel (to the extent the Administrator deems such advice necessary or advisable), that the issuance and delivery
is in compliance with all applicable laws, regulations of governmental authorities and, if applicable, the requirements of any exchange
on which the shares of Stock are listed, quoted or traded. Any Stock issued pursuant to the Plan shall be subject to any stop-transfer
orders and other restrictions as the Administrator deems necessary or advisable to comply with federal, state or foreign jurisdiction,
securities or other laws, rules and quotation system on which the Stock is listed, quoted or traded. The Administrator may place
legends on any Stock certificate or notations on any book entry to reference restrictions applicable to the Stock. In addition to the
terms and conditions provided herein, the Administrator may require that an individual make such reasonable covenants, agreements, and
representations as the Administrator, in its discretion, deems necessary or advisable in order to comply with any such laws, regulations,
or requirements. The Administrator shall have the right to require any individual to comply with any timing or other restrictions with
respect to the settlement or exercise of any Award, including a window-period limitation, as may be imposed in the discretion of the Administrator.


 






     


     


    

 


c.Shareholder
Rights. Until Stock is deemed delivered in accordance with Section 18(b), no right to vote or receive dividends or any other
rights of a shareholder will exist with respect to shares of Stock to be issued in connection with an Award, notwithstanding the exercise
of a Stock Option or any other action by the grantee with respect to an Award.


 


d.Other
Compensation Arrangements; No Employment Rights. Nothing contained in this Plan shall prevent the Board from adopting other or additional
compensation arrangements, including trusts, and such arrangements may be either generally applicable or applicable only in specific cases.
The adoption of this Plan and the grant of Awards do not confer upon any employee any right to continued employment with the Corporation
or any Subsidiary.


 


e.Trading
Policy Restrictions. Option exercises and other Awards under the Plan shall be subject to the Corporation’s insider trading
policies and procedures, as in effect from time to time.


 


f.Clawback
Policy. Awards under the Plan shall be subject to the Corporation’s Incentive Compensation Clawback and Forfeiture Policy, or
such other clawback policy of the Corporation as may be in effect from time to time.


 


SECTION 19: EFFECTIVE DATE OF PLAN


 


This Plan shall become effective upon shareholder
approval in accordance with applicable state law, the Corporation’s bylaws and articles of incorporation, and applicable stock exchange
rules. No grants of Stock Options and other Awards may be made hereunder after the tenth anniversary of the Effective Date and no grants
of Incentive Stock Options may be made hereunder after the tenth anniversary of the date the Plan is approved by the Board.


 


SECTION 20: GOVERNING LAW


 


This Plan and all Awards and actions taken thereunder
shall be governed by, and construed in accordance with, the laws of the State of Rhode Island, applied without regard to conflict of law
principles.